10KSB

                        U.S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                    FORM 10-KSB

(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005

                                          OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________

                          COMMISSION FILE NUMBER: 0-29113

                                 GAMEZNFLIX, INC.
                (Exact Name of Company as Specified in its Charter)

                   Nevada                                54-1838089
(State or Other Jurisdiction of Incorporation         (I.R.S. Employer
                or Organization)                      Identification No.)

      1535 Blackjack Road, Franklin, Kentucky              42134
      (Address of Principal Executive Offices)          (Zip Code)

                Company's telephone number:  (270) 598-0385

      Securities registered pursuant to Section 12(b) of the Act: None
     Securities registered pursuant to Section 12(g) of the Act: common
                            stock, $0.001 par value

     Indicate by check mark whether the Company (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Company was required to file such reports),
and (2) been subject to such filing requirements for the past 90 days.
Yes [X]  No [   ].

     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-B is not contained herein, and
will not be contained, to the best of Company's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-KSB or any amendment to this Form 10-KSB [   ].

     Check whether the Company is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act [  ].  Indicate by
check mark whether the Company is a shell company (as defined in Rule
12b-2 of the Exchange Act): Yes [   ]  No [X].

     The Company had revenues of $676,291 for the fiscal year ended on
December 31, 2005.  The aggregate market value of the voting stock
held by non-affiliates of the Company as of December 31, 2005:
$40,759,335.  As of December 31, 2005, the Company had 3,291,733,490
shares of common stock issued and outstanding.

     Transitional Small Business Disclosure Format (check one): Yes  No  X   .


                                  TABLE OF CONTENTS

PART I.                                                                PAGE

ITEM 1.   DESCRIPTION OF BUSINESS                                         3

ITEM 2.   DESCRIPTION OF PROPERTY                                        20

ITEM 3.   LEGAL PROCEEDINGS                                              21

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS            21

PART II.

ITEM 5.   MARKET FOR COMMON EQUITY
          AND RELATED STOCKHOLDER MATTERS                                21

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS                  23

ITEM 7.   FINANCIAL STATEMENTS                                           31

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
          ON ACCOUNTING AND FINANCIAL DISCLOSURE                         32

ITEM 8A.  CONTROLS AND PROCEDURES                                        32

ITEM 8B   OTHER INFORMATION                                              33

PART III.

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
          AND CONTROL PERSONS; COMPLIANCE WITH
          SECTION 16(A) OF THE EXCHANGE ACT                              34

ITEM 10.  EXECUTIVE COMPENSATION                                         37

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
          OWNERS AND MANAGEMENT, AND
          RELATED STOCKHOLDER MATTERS                                    38

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                 41

ITEM 13.  EXHIBITS                                                       43

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES                         43

SIGNATURES                                                               45


PART I.

ITEM 1.  DESCRIPTION OF BUSINESS.

Business Development.

     GameZnFlix, Inc. ("Company") was formed in Delaware in June 1997
under the name SyCo Comics and Distribution Inc. and is the successor
to a limited partnership named SyCo Comics and Distribution formed
under the laws of the Commonwealth of Virginia on January 15, 1997, by
Sy Robert Picon and William Spears, the co-founders and principal
shareholders of the Company. On February 17, 1999, SyCo Comics and
Distribution Inc. changed its name to Syconet.com, Inc.  With the
filing of Articles of Merger with the Nevada Secretary of State on
April 12, 2002, the Company was redomiciled from Delaware to Nevada,
and its number of authorized common shares was increased to
500,000,000.  On November 21, 2002, the Company amended its articles
of incorporation changing its name to Point Group Holdings,
Incorporated.  On March 5, 2003, we again amended our articles of
incorporation so that (a) an increase in the authorized capital stock
of the Company can be approved by the board of directors without
shareholder consent; and (b) a decrease in the issued and outstanding
common stock of the Company (a reverse split) can be approved by the
board of directors without shareholder consent.  On July 11, 2003, the
Company amended its articles of incorporation to increase the number
of authorized common shares to 900,000,000.  On January 26, 2004, the
name of the Company was changed to "GameZnFlix, Inc" by the filing of
amended articles of incorporation.  On December 16, 2004, we amended
our articles of incorporation to increase the authorized common stock
of the Company to 2,000,000,000 shares.  On July 19, 2005, the
articles of incorporation were further amended to increase the number
of authorized common shares to 4,000,000,000.

     During the period of July 2002 to September 2002, we acquired two
companies, AmCorp Group, Inc., a Nevada Corporation, and Naturally Safe
Technologies, Inc. also a Nevada corporation.  Currently, Naturally
Safe is current with its incorporation with the State of Nevada, but
does not have any business operations.  In February 2005, AmCorp
amended its articles of incorporation, changing its name to GameZnFlix
Racing and Merchandising, Inc.  AmCorp provided services to companies
that desired to be listed on the OTCBB and Naturally Safe held patents
on a product that assisted Christmas trees in retaining water.  During
the fiscal year ended December 31, 2002, AmCorp generated 26% of our
total revenues and Naturally Safe generated approximately 74% of our
revenues.  During the fiscal year ended December 31, 2003, AmCorp
generated 2% of our total revenues and Naturally Safe generated
approximately 88% of our revenues. In May 2003, we ceased operation of
Prima International, LLC, a wholly owned subsidiary of Naturally Safe.
In September 2003, the Company acquired Veegeez.com, LLC, a California
limited liability company.

Business of the Company.

     Our Company, through our website www.gameznflix.com, is an online
DVD movie and video game rental business dedicated to providing
subscribers a quality rental experience. We offer subscribers a
reliable, web-based alternative to traditional store-based DVD and
video game rentals on a national scale with an extensive library of
approximately 40,000 DVD and video game titles for Xbox, Xbox 360,
Playstation, Playstation 2, and Nintendo Gamecube.  We believe our
service is an alternative to store based DVD and video game rentals
and that we offer a high level of customer service, quality titles and
product availability.  We offer subscribers several different
subscription plans ranging from $8.99 per month to $16.99 per month
and $249.00 annual membership.  Our more popular subscription plan of
$16.99 per month allows subscribers to have up to three DVD and video
game titles out at the same time with no due dates, late fees or
shipping charges.  Subscribers select titles at our website which are
then sent via U.S mail with a prepaid return mailer.  When a game and
DVD has been returned, the subscriber's next available selection is
mailed to them.

     In March 2004, we launched our website,
http://www.gameznflix.com, and became fully operational in September
2004. In conjunction with the website the Company runs ad campaigns
designed to create awareness among our target consumers and to
generate traffic to the website.

     Our management believes that we are in a good position to take
advantage of the following market conditions:

     - start-up opportunities exist in the on-line video game rental
       business;

     - the need for use of efficient distribution and financial methods;

     - under-served market that has growth opportunity;

     - existing video game rental companies' uneven track record in
       providing customer service.

     Our internally developed software enables us to customize our
website for each of our subscribers. Since our software is internally
developed, our web site is easily changed and expanded to meet
customer needs and provide vital business information. Our online
interface with customers eliminates the need for costly retail outlets
and allows us to serve a national customer base with low overhead costs.

     We currently provide rental services to our subscribers.  In
addition, we also sell new titles to our subscribers as well as non-
members visiting our web site.  Plans are in place to expand and
provide sales of used DVD titles at a discounted price and new video
gaming accessories. The development of this portion of the website is
nearly completed. Management believes by adding these additional
services we will be able to complement our rental service by
increasing cash flow and capitalizing on impulse sales to our current
subscribers.

     We seek to provide our customers with a large selection of video
game rental and DVD movie choices on a monthly subscription basis.
Customers can sign-up via the web page to rent video games of their
choice.  The titles are then shipped to the customer via first class
mail once they have made their selection(s).  Active subscribers can
retain the games for an indefinite amount of time as long as they are
active paying subscribers.  Customers can exchange their selections at
anytime by returning their game(s) in the pre-addressed package provided.

     From November 2004 through October 2005, when we commenced
tracking our customer base, we have consistently maintained a monthly
customer base of 3,000 customers.  As of the end of December 31, 2005,
we have increased our customer base to approximately 6,000, which such
growth can be attributed to more public awareness of our Company.
Part of this public awareness of our Company resulted from a service
agreement we had entered into with Circuit City Stores, Inc. in
October 2005 that commenced in November 2005 and ends March 2006.  The
agreement with Circuit City provided for a pilot program to be run in
27 retail stores and on the Circuit City website to promote services
offered by us.  On December 28, 2005, we entered into an amendment of
the service agreement extending the pilot program until March 15,
2006.  Although the overall number of subscribers obtained from the
Circuit City service agreement was not considered significant in
relation to the number of new subscribers added during the last
quarter of 2005, we believe that our relationship with Circuit City
brought more prominence and recognition to our Company.  We will
continue to seek similar relationships with nationally known companies
or agencies to further brand our Company name.

Product and Service Description.

     We offer both DVD movie and video game rental services and the
ability to purchase new DVD movie and video game titles to our
subscribers. In addition, we also sell new DVD movie and video game
titles to our non-members. Members can choose from rental packages of
three to six titles outstanding at one time on a monthly subscription
basis with unlimited replacement of products as long as they are an
active subscriber.  For the period of April 2004 through December
2004, the average number of active subscribers per month has been
2,052. For the year ended December 31, 2005, the amount of revenues
that have been generated from these subscriptions has totaled
approximately $676,000.  Plans are priced at $16.99 for a three-title
package.  Applicable tax is also collected for California residents.

     We currently own approximately 40,000 titles and approximately
97,638 copies. In March 2004, we signed a supply agreement with an
entertainment distributor. The supply agreement is designed to enable
us to access the most current DVD and video game titles for purposes
of meeting rental requests as well as all purchases.  We own all
titles that are rented to our subscribers.  We purchase titles based
on membership request for a title.  We are building the inventory
based on membership requests. In the event that a title is purchased
through our web site, if we do not already own such title, we then
purchase that title to fulfill the request. We purchase our inventory
from Ingram Entertainment, Inc. for cash.

     Our proprietary queue system and dynamic web server based
database system automatically select the next game a customer receives
based on factors such as the subscriber's next game preferences, game
availability, length of time a subscriber has been with us, and the
subscriber's subscription plan level.

     All products sold, DVD's and games, are offered to current
subscribers at a 10% discount from our retail price.  In the future,
used DVD's will be sold and will be priced based on the length of time
the game has been in service, the current market rate (as determined
by on-line sites like Amazon.com, and EBGames.com), and customer
demand to maximize profit. For example, most new games are sold for
$49.99 at retail stores and for $49.99 plus shipping from on-line
stores.  The Company offers the games at a price of $46.99 plus
shipping charges paid by the customer.  We currently charge a flat
rate of $3.00 per order for shipping.  Most of our online competitors
utilize multiple shipping rates, which incorporates a per piece charge
as part of their shipping calculations.

     Like some of our competitors, we offer a toll free customer
service phone number 8 hours per day, five days per week (Monday -
Friday). We also take customer inquiries and requests via our e-mail
address and maintain a policy to answer each e-mail within 24 - 48 hours.

Competition

(a)  Game Rentals.

     Our competition for game rentals comes in two main forms:

     - Chain rental stores - Our indirect competitors include
       traditional retail stores that offer video game rentals such as
       Blockbuster, Hollywood Video, and other national and local video
       rental stores. These companies are formidable, established
       competitors for video game rentals. The primary business of these
       companies is the renting of movies and not video games.
       Additionally, late returns are assessed stringent daily late fees
       by some of these chain rental stores for relatively short rental
       periods.

     - Online competitors - Currently there are approximately 12 direct
       competitors that provide online video game rentals. Some of our
       competitors include AngelGamer.com, DVDAvenue.com, Gamez2go.com,
       Govojo.com, Midwest- games.com, RedOctane.com, Rent-a-realm.com,
       Gamefly.com, and Videogamealley.com. Each of these competitors
       offers rental packages on a monthly subscription basis with
       offerings of one to eight games available at varying prices.

We compete on product availability, customer service and product
availability information.

(b)  DVD Rentals.

     Our competition for DVD rentals comes in the following forms:

     - Chain rental stores - there are a number of retail stores located
       across the country that rent DVD's. These retail stores have a
       national image, high volume, multiple locations and general
       familiarity.

     - Other local video rental stores - the number and size of these
       competitors varies, but is not substantial. They are competing
       against the chains in an attempt to offer lower prices and a more
       customer friendly staff. They offer a certain amount of customer
       service, as this is their only business as compared to the chain
       rental stores.

     - Online competitors - the number of online competitors is growing.
       Management is aware of 12 other online services, such as
       NetFlix.com (the dominant force in this sector). Competitors vary
       in their service offerings.

     In summary, management believes that in order to be successful we
must provide our subscribers with the best possible renting experience
and a willingness to develop a long-standing relationship. We must
offer a high level of customer service, reliable product availability,
and a responsive and efficient web site to deliver the service.

(c)  Sale of DVD's and Games.

     In November 2004, we commenced selling new DVD and video games,
and video game system accessories such as controllers, memory cards,
and cables. The offering of these products for sale has been
integrated with the existing website and has accounted for
approximately 42% of our revenue on a monthly basis.  Management
believes these new offerings will complement the current rental
service as many of our subscribers have indicated that they rent games
to decide which games they would like to buy in the future.

     Chain rental stores and other local rental stores also sell
DVD's. In addition, DVD's are sold by large retailers, including Wal
Mart, Target, and Best Buy.

Fulfillment.

     In February, 2005, we ceased using the services of National
Fulfillment, Incorporated to meet our fulfillment needs and
internalized the fulfillment with distribution centers located in
Franklin, Kentucky, Holtville, California, Sterling, Colorado, and
Scranton, Pennsylvania. The California location services the
subscriber base west of the Rocky Mountains, the Kentucky location
services the subscriber base to the east of the Mississippi River
except for the Northeast which is serviced by the Scranton location,
and the Colorado location services the middle states. Delivery of the
video game discs and DVD's is provided by first class mail.  During
2005, we were able to negotiate a new mailer envelope with the United
States Postal Office ("USPS") that reduced our overall postage cost
and decreased the delivery turnaround time from 7 to 2 days.  The
average cost, after the new mailer, of delivery for the shipment is
$1.20. The delivery of each subsequent game costs $0.60 for shipment
to the customer and $0.60 for each return.

     Each day at mid-night the computers create a ship file for each
center. These files are downloaded Monday through Saturday at each of
the centers that then process the titles to be shipped for the day.
Each distribution center delivers the outgoing titles to the USPS by a
cut-off time established by the local USPS in order to make the mail
on that day.  After dropping off the outgoing titles, the personnel
receive the return titles and then process the returned titles back
into our inventory through the use of scanners.  Each return title is
verified to be the correct title, matches the member who returns it
and that the title is in good working condition.

Technology.

     All orders are taken by credit card via our web site at
www.gameznflix.com and processed through Authorize.Net and our
Humboldt Bank merchant account.  Data resulting from customer sales
transactions is transferred to our proprietary database system.  This
database system provides the necessary information for accounting,
sales, customer service, inventory management, and marketing
information needs and is accessible directly through any Internet
connection.

Marketing.

     Our target market for games is the hard core gamer that purchases
and rents games on a regular basis.  We will also target the DVD movie
rental market similar to NetFlix.com and Blockbuster.com.  We are
targeting subscribers of other services through our affiliate program,
which is a commission based referral program that is administered
through our own affiliate tracking software.  These affiliates consist
of web sites that drive consumers to our web site in consideration for
a fee.  The participants in this program are not affiliated with our
Company outside of their participation in the affiliate program.
Participants in the affiliate program through which we obtain
subscribers, can receive up to $70 for each new subscriber directed to
our Company by that affiliate that elects to use our service. The
commission schedule is tied to the type of account the subscriber whom
they sent to us signs up for.  A $70 commission would be for an annual
membership signup.  In addition, there are other programs where we
will pay a range from $10 to $25 per member based on the volume the
affiliate provides our Company.

     We also have a special program that we offer to the U.S.
military, including active duty, veterans, reservists, National
Guardsmen, DOD employees and their dependents. They receive a special
rate that is roughly a 10% discount on our standard rates.  We also
offer them shipping to any base throughout the world.

     Since the target market for our game rentals is already renting
games from traditional rental stores, the most important market needs
are a higher level of support and service, a greater value for the
money they spend, and greater product availability.  One of the key
points of our strategy is the focus on hard-core gamers that know and
understand these needs and are looking to pay less, and spend less
time to have them filled.

     We believe the most obvious and important trend in the market is
an increase in the number of people playing video games. A second
trend is that, in management's opinion, video game players are
becoming more and more unsatisfied with the current video game rental
stores due to late fees, short rental times and a general lack of
customer service support are all strong reasons why video game players
are looking for an alternative.

     We believe a third trend is ever-greater connectivity, with more
people getting onto the Internet and purchasing more items over the
Internet.  Items such as computer hardware, apparel, consumer
electronics, office supplies, toys, movies and video games are all
seeing what we believe is an increasing numbers of online sales.
An estimated 15% of our current subscriber base is college
students.  Advertisement in school newspapers, on college websites,
and other advertising media will be placed at college campuses in
targeted cities. We will also participate in direct marketing
opportunities in conjunction with back-to-school events on these
campuses.  Our first opportunity will be with the universities in the
vicinity of Nashville, Tennessee.

     In February 2004, we retained the services of AdSouth Partners,
Inc., a national ad agency, to assist in the launch and marketing of
our website http://www.gameznflix.com. Through AdSouth Partners, Inc.,
we commenced a direct television response advertising campaign that
covered 13 different national television channels by use of five
different commercials, starring Dennis Coleman (a television and movie
actor) and Ben Curtis (the former star of Dell television
commercials). The television ad campaign covered the period from April
2004 to February 2005 on a monthly basis, and the advertising was
prepaid. The last advertisement in this campaign was a commercial
aired during the 4th quarter of the 2005 Super Bowl on three local
television stations.  For the remainder of 2005, we did not have any
major television advertising campaigns; the Company ended its
relationship with AdSouth Partners, Inc.  Due to software issues, we
are unable to determine the effect that this advertising has on our
subscriptions and revenue.

     In 2005, we continued to market online through our affiliate
program and expand it to meet the membership growth we will require.
Our other advertising and marketing programs will move away from
national advertising and focus on areas in the proximity of our
distribution centers.  We will utilize such media as print, radio,
outdoor and others where appropriate. This marketing program was
launched in Nashville, Tennessee and then expanded to those other
markets throughout the year.

     We also utilize "grass-roots" tactics that may include local
market sponsorships, direct marketing opportunities via kiosks,
corporate gift programs, employee benefits programs, member referral
programs and other areas that will help us get in front of our target
markets.

     In addition, in February 2005 we commenced marketing activities
through our wholly owned subsidiary GameZnFlix Racing and
Merchandising, Inc.  In connection with these activities we sponsored
a local drag racing car that covered the local Kentucky and Tennessee
areas. In accordance with the drag racing team, we pay entry fees and
pre-approved travel expenses to attend races in consideration for the
placement of our name on the racecar, trailer and tow vehicle. We also
receive half of all winnings and reimbursement of expenses.

     In October 2005, we entered into a service agreement with Circuit
City that provided a pilot program for the sale of our standard $16.99
monthly subscription on a prepaid card basis.  The pilot program
expanded to 27 retail stores and on Circuit City's website.

Research and Development.

     During the fiscal year ended December 31, 2005, we have engaged
in research and development activities, including the development of
online games and broadband delivery of our rental inventory. The
portion of our operating costs that is allocable to research and
development is immaterial.

Strategy and Implementation Summary.

     In order to successfully implement our business plan, we must:

     - emphasize service and support;

     - differentiate our self from the competition;

     - establish our service offering as a clear and viable alternative
       to time period rentals;

     - build a relationship-oriented business;

     - become subscribers' video game rental site of choice; and

     - ensure that all orders are delivered timely and accurately.

Employees.

     The Company currently has fourteen employees and one paid
consultant.  Our employees and consultant operate in the following
areas:

     - purchasing (1 employee)

     - sales and marketing (1 consultant)

     - general business operations and management (12 employees)

     - website operations (1 employee)

Risks Relating to Our Business.

(a)  We Have a History of Losses That May Continue.

     We incurred net losses of $4,239,532 for the year ended
December 31, 2005 and $9,717,301 for the year ended December 31, 2004.
We cannot assure you that we can achieve or sustain profitability on a
quarterly or annual basis in the future.  If revenues grow more slowly
than we anticipate, or if operating expenses exceed our expectations
or cannot be adjusted accordingly, we will continue to incur losses.
We will continue to incur losses until we are able to establish
significant rentals of our DVD's and games over the Internet.  Our
possible success is dependent upon the successful development and
marketing of our web site and products, as to which there is no
assurance. Any future success that we might enjoy will depend upon
many factors, including factors out of our control or which cannot be
predicted at this time. These factors may include changes in or
increased levels of competition, including the entry of additional
competitors and increased success by existing competitors, changes in
general economic conditions, increases in operating costs, including
costs of supplies, personnel and equipment, reduced margins caused by
competitive pressures and other factors. These conditions may have a
materially adverse effect upon us or may force us to reduce or curtail
operations.

(b)  Ability to Attract and Retain Subscribers Will Affect Our
Business.

     The Company must continue to attract and retain subscribers.  To
succeed, we must continue to attract subscribers who have
traditionally used video and game retailers, video and game rental
outlets, cable channels, such as HBO and Showtime and pay-per-view.
The Company's ability to attract and retain subscribers will depend in
part on its ability to consistently provide its subscribers a high
quality experience for selecting, viewing or playing, receiving and
returning titles.  If consumers do not perceive the service offering
to be of quality, or if the Company introduces new services that are
not favorably received by them, we may not be able to attract or
retain subscribers.  If the efforts to satisfy its existing
subscribers are not successful, we may not be able to attract new
subscribers, and as a result, revenues will be affected adversely.

     The Company must minimize the rate of loss of existing
subscribers while adding new subscribers.  Subscribers cancel their
subscription to our service for many reasons, including a perception
that they do not use the service sufficiently, delivery takes too
long, the service is a poor value and customer service issues are not
satisfactorily resolved.  The Company must continually add new
subscribers both to replace subscribers who cancel and to grow the
business beyond the current subscriber base.  If too many of
subscribers cancel the Company's service, or if the Company is unable
to attract new subscribers in numbers sufficient to grow the business,
operating results will be adversely affected.  Further, if excessive
numbers of subscribers cancel the service, we may be required to incur
significantly higher marketing expenditures than currently anticipated
to replace these subscribers with new subscribers.

     Subscribers to the service can view as many titles and/or play
games as they want every month and, depending on the service plan, may
have out between three and six titles at a time. With the Company's
use of three shipping centers and the associated software and
procedural upgrades, we have reduced the transit time of DVD's and
games.  As a result, our subscribers have been able to exchange more
titles each month, which has increased operating costs.  As the
Company established additional planned shipping centers or further
refines its distribution process, it may see a continued increase in
usage by subscribers.  If subscriber retention does not increase or
operating margins do not improve to an extent necessary to offset the
effect of increased operating costs, operating results will be
adversely affected.

     Subscriber demand for titles may increase for a variety of other
reasons beyond the Company's control, including promotion by studios
and seasonal variations in movie watching. Subscriber growth and
retention may be affected adversely if the Company attempts to
increase monthly subscription fees to offset any increased costs of
acquiring or delivering titles and games.

     The GameZnFlix brand is young, and the Company must continue to
build strong brand identity. To succeed, we must continue to attract
and retain a number of owners of DVD and video game players who have
traditionally relied on store-based rental outlets and persuade them
to subscribe to its service through its website.  The Company may be
required to incur significantly higher advertising and promotional
expenditures than currently anticipated to attract numbers of new
subscribers.  The Company believes that the importance of brand
loyalty will increase with a proliferation of DVD and game
subscription services and other means of distributing titles.  If our
efforts to promote and maintain its brand are not successful, our
operating results and ability to attract and retain subscribers will
be affected adversely.

(c)  Inability to Use Current Marketing Channels May Affect Ability to
Attract New Subscribers.

     We may not be able to continue to support the marketing of
our service by current means if such activities are no longer
available to us or are adverse to our business. In addition, we may be
foreclosed from certain channels due to competitive reasons. If
companies that currently promote our service decide to enter our
business or a similar business, we may no longer be given access to
such channels.  If the available marketing channels are curtailed, our
ability to attract new subscribers may be affected adversely.

(d)  Selection of Certain Titles by Subscribers.

     Certain titles cost the Company more to acquire depending on the
source from whom they are acquired and the terms on which they are
acquired.  If subscribers select these titles more often on a
proportional basis compared to all titles selected, DVD or game
acquisition expenses could increase, and gross margins could be
adversely affected.

(e)  Mix of Acquisition Sources May Affect Subscriber Levels.

     The Company utilizes a mix of incentive-based and fixed-cost
marketing programs to promote its service to potential new
subscribers.  We obtain a portion of its new subscribers through
online marketing efforts, including third party banner ads, direct
links and an active affiliate program.  While the Company
opportunistically adjusts its mix of incentive-based and fixed-cost
marketing programs, it attempts to manage the marketing expenses to
come within a prescribed range of acquisition cost per subscriber.  To
date, the Company has been able to manage its acquisition cost per
subscriber; however, if we are unable to maintain or replace sources
of subscribers with similarly effective sources, or if the cost of
existing sources increases, subscriber levels may be affected
adversely and the cost of marketing may increase.

(f)  Competition.

     The market for on-line rental of DVD's and games is
competitive and the Company expects competition to continue to
increase.  In addition, the companies with whom we have relationships
could develop products or services, which compete with the Company's
products or services.  Also, some competitors in our market have
longer operating histories, significantly greater financial,
technical, marketing and other resources, and greater brand
recognition than we do.  The Company also expects to face additional
competition as other established and emerging companies enter the
market for on-line rentals.  To be competitive, we believe that we
must, among other things, invest resources in developing new products,
improving our current products and maintaining customer satisfaction.
Such investment will increase the Company's expenses and affect its
profitability.  In addition, if it fails to make this investment, the
Company may not be able to compete successfully with its competitors,
which could have a material adverse effect on its revenue and future
profitability.

(g)  Any Significant Disruption in Service on Our Website Could Result
in Loss of Subscribers.

     Subscribers and potential subscribers access our service through
our website, where the title selection process is integrated with our
delivery processing systems and software. Our reputation and ability
to attract, retain and serve our subscribers is dependent upon the
reliable performance of our website, network infrastructure and
fulfillment processes.  Interruptions in these systems could make our
website unavailable and hinder our ability to fulfill selections.
Service interruptions or the unavailability of our website could
diminish the overall attractiveness of our subscription service to
existing and potential subscribers.

     Our servers utilize a number of techniques to track, deter and
thwart attacks from computer viruses, physical or electronic break-ins
and similar disruptions, which could lead to interruptions and delays
in our service and operations as well as loss, misuse or theft of
data.  We currently use both hardware and software to secure our
systems, network and, most importantly, our data from these attacks.
This includes several layers of security in place for our protection
and that of our member's data. We also have procedures in place to
ensure that the latest security patches and software are running on
our servers - thus maintaining another level of security.

     Any attempts by hackers to disrupt our website service or our
internal systems, if successful, could harm our business, be expensive
to remedy and damage our reputation.  We do not have an insurance
policy that covers expenses related to direct attacks on our website
or internal systems. Any significant disruption to our website or
internal computer systems could result in a loss of subscribers and
adversely affect our business and results of operations.

(h)  Potential Delivery Issues Could Result in the Loss of
Subscribers.

     The Company relies exclusively on the U.S. Postal Service to
deliver DVD's and games from its shipping centers and to return DVD's
and games from subscribers.  We are subject to risks associated with
using the public mail system to meet our shipping needs, including
delays caused by bioterrorism, potential labor activism and inclement
weather.  The Company's DVD's and games are also subject to risks of
breakage during delivery and handling by the U.S. Postal Service. The
risk of breakage is also impacted by the materials and methods used to
replicate DVD's and games.  If the entities replicating DVD's and
games use materials and methods more likely to break during delivery
and handling or the Company fails to timely deliver DVD's and games to
subscribers, subscribers could become dissatisfied and cancel the
service, which could adversely affect operating results.  In addition,
increased breakage rates for DVD's and games will increase the
Company's cost of acquiring titles.

(i)  There May be a Change in Government Regulation of the Internet or
Consumer Attitudes Toward Use of the Internet.

     The adoption or modification of laws or regulations relating to
the Internet or other areas of our business could limit or otherwise
adversely affect the manner in which we currently conduct our
business. In addition, the growth and development of the market for
online commerce may lead to more stringent consumer protection laws,
which may impose additional burdens on us. If we are required to
comply with new regulations or legislation or new interpretations of
existing regulations or legislation, this compliance could cause us to
incur additional expenses or alter our business model.

     The manner in which Internet and other legislation may be
interpreted and enforced cannot be precisely determined and may
subject either us or our customers to potential liability, which in
turn could have an adverse effect on our business, results of
operations and financial condition. The adoption of any laws or
regulations that adversely affect the popularity or growth in use of
the Internet could decrease the demand for our subscription service
and increase our cost of doing business.

     In addition, if consumer attitudes toward use of the
Internet change, consumers may become unwilling to select their
entertainment online or otherwise provide us with information
necessary for them to become subscribers.  Further, we may not be able
to effectively market our services online to users of the Internet. If
we are unable to interact with consumers because of changes in their
attitude toward use of the Internet, our subscriber acquisition and
retention may be affected adversely.

(j)  Any Required Expenditures as a Result of Indemnification Will
Result in a Decrease of Our Net Income.

     The Company's bylaws include provisions to the effect that we may
indemnify any director, officer, or employee.  In addition, provisions
of Nevada law provide for such indemnification, as well as for a
limitation of liability of our directors and officers for monetary
damages arising from a breach of their fiduciary duties.  Any
limitation on the liability of any director or officer, or
indemnification of any director, officer, or employee, could result in
substantial expenditures being made by the Company in covering any
liability of such persons or in indemnifying them.

Risks Relating to the Financing Arrangements.

(a)  There are a Large Number of Shares Underlying our
Convertible Debentures and Warrants;  Sale of These Shares may Depress
the Market Price of our Common Stock.

     As of December 31, 2005, we had 3,291,733,490 shares of
common stock issued and outstanding and convertible debentures
outstanding that may be converted into an estimated 5,015,487,805
shares of common stock at current market prices, and outstanding
warrants to purchase 8,203,000 (out of an original 15,000,0000) shares
of common stock.  In addition, the number of shares of common stock
issuable upon conversion of the outstanding convertible debentures may
increase if the market price of our stock declines.  All of the
shares, including all of the shares issuable upon conversion of the
debentures and upon exercise of our warrants, may be sold without
restriction. The sale of these shares may adversely affect the market
price of our common stock.

     The continuously adjustable conversion price feature of our
convertible debentures could require us to issue a substantially
greater number of shares, which will cause dilution to our existing
stockholders.

     The Company's obligation to issue shares upon conversion of the
convertible debentures to Golden Gate Investors, Inc. is essentially
limitless.  The following is an example of the amount of shares of our
common stock that are issuable, upon conversion of the balance of the
convertible debenture of $82,027 as of December 31, 2005 (excluding
accrued interest), based on market prices 25%, 50% and 75% below the
market price as of January 28, 2006 of $0.01:

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

25%           $0.0075         $0.0060     1,496,000,000      31.24%

50%           $0.0050         $0.0040     2,248,000,000      40.58%

75%           $0.0025         $0.0020     4,503,000,000      57.77%

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.

(b)  The Continuously Adjustable Conversion Price Feature of the
Debentures may Encourage Short Selling of our Common Stock.

     Golden Gate is contractually required to exercise its
warrants and convert its convertible debenture on a concurrent basis.
The issuance of shares in connection with the exercise of the warrants
and conversion of the debentures results in the issuance of shares at
an effective 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.

(c)  The Issuance of Shares upon Conversion the Debentures and
Exercise of the Warrants May Cause Dilution to our Existing
Stockholders.

     The issuance of shares upon conversion of the convertible
debentures 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 its
convertible debentures and/or exercise its warrants if such conversion
or exercise would cause it to own more than 9.9% of our 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 will have the effect of further diluting the
proportionate equity interest and voting power of holders of our
common stock, including investors in this offering.

(d)  If We are Unable to Issue Shares of upon Conversion of
Debenture, We are Required to Pay Penalties to Golden Gate.

     If we are unable to issue shares of common stock upon
conversion of the convertible debenture as a result of our inability
to increase our authorized shares of common stock or as a result of
any other reason, we are required to:

     - pay late payments to Golden Gate for late issuance of common
       stock upon conversion of the convertible debenture, in the amount
       of $100 per business day after the delivery date for each $10,000
       of convertible debenture principal amount being converted or
       redeemed.

     - in the event we are prohibited from issuing common stock, or fail
       to timely deliver common stock on a delivery date, or upon the
       occurrence of an event of default, then at the election of Golden
       Gate, we must pay to Golden Gate  a sum of money determined by
       multiplying up to the outstanding principal amount of the
       convertible debenture designated by Golden Gate by 130%, together
       with accrued but unpaid interest thereon

     - if ten days after the date we are required to deliver common
       stock to Golden Gate pursuant to a conversion, Golden Gate
       purchases (in an open market transaction or otherwise) shares of
       common stock to deliver in satisfaction of a sale by Golden Gate
       of the common stock which it anticipated receiving upon such
       conversion (a "Buy-In"), then we are required to pay in cash to
       Golden Gate the amount by which its total purchase price
       (including brokerage commissions, if any) for the shares of
       common stock so purchased exceeds the aggregate principal and/or
       interest amount of the convertible debenture for which such
       conversion was not timely honored, together with interest
       thereon at a rate of 15% per annum, accruing until such amount
       and any accrued interest thereon is paid in full.

     In the event that we are required to pay penalties to Golden
Gate or redeem the convertible debentures held by Golden Gate, we may
be required to curtail or cease our operations.

(e)  Repayment of Debentures, If Required, Would Deplete Available
Capital.

     In November 2004, we entered into a Securities Purchase Agreement
for the sale of an aggregate of $150,000 principal amount of
convertible debentures, of which $82,027 is outstanding as of December
31, 2005.  The convertible debentures issued to Golden Gate Investors,
Inc. are due and payable, with 4 3/4% interest, three years from the date
of issuance, unless sooner converted into shares of common stock.  In
addition, any event of default could require the early repayment of
the convertible debentures at a price equal to 125% of the amount due
under the debentures.  The Company anticipates that the full amount of
the convertible debentures, together with accrued interest, will be
converted into shares of its common stock, in accordance with the
terms of the convertible debentures.  If the Company is required to
repay the convertible debentures, it would be required to use its
limited working capital and/or raise additional funds.  If the Company
were unable to repay the debentures when required, the debenture
holders could commence legal action against the Company and foreclose
on assets to recover the amounts due.  Any such action may require us
to curtail or cease operations.

Risks Relating to Our Common Stock.

(b)  Our Common Stock Price May Be Volatile.

     The trading price of our common stock may fluctuate
substantially. The price of the common stock may be higher or lower
than the price you pay for your shares, depending on many factors,
some of which are beyond our control and may not be directly related
to our operating performance.  These factors include the following:

     - Price and volume fluctuations in the overall stock market from
       time to time;

     - Significant volatility in the market price and trading volume of
       securities of business development companies or other financial
       services companies;

     - Changes in regulatory policies with respect to business
       development companies;

     - Actual or anticipated changes in our earnings or fluctuations in
       our operating results;

     - General economic conditions and trends;

     - Loss of a major funding source; or

     - Departures of key personnel.

     Due to the continued potential volatility of our stock price, we
may be the target of securities litigation in the future.  Securities
litigation could result in substantial costs and divert management's
attention and resources from our business.

(c)  Absence Of Cash Dividends May Affect Investment Value Of Our
Stock.

     The board of directors does not anticipate paying cash dividends
on the common stock for the foreseeable future and intends to retain
any future earnings to finance the growth of the company's business.
Payment of dividends, if any, will depend, among other factors, on
earnings, capital requirements and the general operating and financial
conditions of the Company as well as legal limitations on the payment
of dividends out of paid-in capital.

(c)  No Assurance of Public Trading Market and Risk of Low Priced
Securities May Affect Market Value of Our Stock.

     The Securities and Exchange Commission ("SEC") has adopted a
number of rules to regulate "penny stocks."  Such rules include Rule
3a51-1 and Rules 15g-1 through 15g-9 under the Securities Exchange Act
of 1934, as amended.  Because the securities of the Company may
constitute "penny stocks" within the meaning of the rules (as any
equity security that has a market price of less than $5.00 per share
or with an exercise price of less than $5.00 per share, largely traded
in the Over the Counter Bulletin Board or the Pink Sheets), the rules
would apply to the Company and to its securities.

     The SEC has adopted Rule 15g-9 which established sales practice
requirements for certain low price securities.  Unless the transaction
is exempt, it shall be unlawful for a broker or dealer to sell a penny
stock to, or to effect the purchase of a penny stock by, any person
unless prior to the transaction: (i) the broker or dealer has approved
the person's account for transactions in penny stock pursuant to this
rule and (ii) the broker or dealer has received from the person a
written agreement to the transaction setting forth the identity and
quantity of the penny stock to be purchased.  In order to approve a
person's account for transactions in penny stock, the broker or dealer
must: (a) obtain from the person information concerning the person's
financial situation, investment experience, and investment objectives;
(b) reasonably determine that transactions in penny stock are suitable
for that person, and that the person has sufficient knowledge and
experience in financial matters that the person reasonably may be
expected to be capable of evaluating the risks of transactions in
penny stock; (c) deliver to the person a written statement setting
forth the basis on which the broker or dealer made the determination
(i) stating in a highlighted format that it is unlawful for the broker
or dealer to affect a transaction in penny stock unless the broker or
dealer has received, prior to the transaction, a written agreement to the
transaction from the person; and (ii) stating in a highlighted format
immediately preceding the customer signature line that (iii) the
broker or dealer is required to provide the person with the written
statement; and (iv) the person should not sign and return the written
statement to the broker or dealer if it does not accurately reflect
the person's financial situation, investment experience, and
investment objectives; and (d) receive from the person a manually
signed and dated copy of the written statement.  It is also required
that disclosure be made as to the risks of investing in penny stock
and the commissions payable to the broker-dealer, as well as current
price quotations and the remedies and rights available in cases of
fraud in penny stock transactions.  Statements, on a monthly basis,
must be sent to the investor listing recent prices for the penny stock
and information on the limited market.

     There has been only a limited public market for the common stock
of the Company.  Our common stock is currently traded on the Over the
Counter Bulletin Board ("OTCBB").  As a result, an investor may find
it difficult to dispose of, or to obtain accurate quotations as to the
market value of our securities.  The regulations governing penny
stocks, as set forth above, sometimes limit the ability of broker-
dealers to sell the Company's common stock and thus, ultimately, the
ability of the investors to sell their securities in the secondary market.

     Potential shareholders of the Company should also be aware that,
according to SEC Release No. 34-29093, the market for penny stocks has
suffered in recent years from patterns of fraud and abuse.  Such
patterns include (i) control of the market for the security by one or
a few broker-dealers that are often related to the promoter or issuer;
(ii) manipulation of prices through prearranged matching of purchases
and sales and false and misleading press releases; (iii) "boiler room"
practices involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales persons; (iv) excessive and
undisclosed bid-ask differential and markups by selling broker-
dealers; and (v) the wholesale dumping of the same securities by
promoters and broker dealers after prices have been manipulated to a
desired level, along with the resulting inevitable collapse of those
prices and with consequent investor losses.

(d)  Failure To Remain Current In Reporting Requirements Could Result
In Delisting From The Over The Counter Bulletin Board.

     Companies trading on the OTCBB, such as the Company, must be
reporting issuers under Section 12 of the Securities Exchange Act of
1934, as amended, and must be current in their reports under Section
13, in order to maintain price quotation privileges on the OTCBB.  If
the Company fails to remain current in its reporting requirements, the
company could be delisted from the OTCBB.

     In addition, the National Association of Securities Dealers,
Inc., which operates the OTCBB, has been approved by the SEC to
implement a change to its Eligibility Rule.  The change makes those
OTCBB issuers that are cited for filing delinquency in their Forms 10-
KSB/Form 10-QSB three times in a 24-month period and those OTCBB
issuers removed for failure to file such reports two times in a 24-
month period ineligible for quotation on the OTCBB for a period of one
year.  Under this proposed rule, a company filing within the extension
time set forth in a Notice of Late Filing (Form 12b-25) would not be
considered late.  This rule would not apply to a company's Current
Reports on Form 8-K.

     As a result of these rules, the market liquidity for Company
securities could be severely adversely affected by limiting the
ability of broker-dealers to sell our securities and the ability of
stockholders to sell their securities in the secondary market.

(e)  Failure to Maintain Market Makers May Affect Value of Company's
Stock.

     If the Company is unable to maintain National Association of
Securities Dealers, Inc. member broker/dealers as market makers, the
liquidity of the common stock could be impaired, not only in the
number of shares of common stock which could be bought and sold, but
also through possible delays in the timing of transactions, and lower
prices for the common stock than might otherwise prevail.
Furthermore, the lack of market makers could result in persons being
unable to buy or sell shares of the common stock on any secondary
market.  There can be no assurance the Company will be able to
maintain such market makers.

(f)  Shares Eligible For Future Sale.

     Most of the shares currently held by management have been issued
in reliance on the private placement exemption under the Securities
Act of 1933.  Such shares will not be available for sale in the open
market without separate registration except in reliance upon Rule 144
under the Securities Act of 1933.  In general, under Rule 144 a person
(or persons whose shares are aggregated) who has beneficially owned
shares acquired in a non-public transaction for at least one year,
including persons who may be deemed affiliates of the Company (as that
term is defined under that rule) would be entitled to sell within any
three-month period a number of shares that does not exceed 1% of the
then outstanding shares of common stock, provided that certain current
public information is then available.  If a substantial number of the
shares owned by these shareholders were sold pursuant to Rule 144 or a
registered offering, the market price of the common stock at that time
could be adversely affected.

ITEM 2.  DESCRIPTION OF PROPERTY.

     The Company currently owns $506,965 in fixed assets and $786,859
($2,041,277 less amortization of $1,254,418) of DVD and video games
inventory.  Our corporate office is located in Franklin, Kentucky at
the chief executive officer's home-based office.; we do not pay rent
for this office.  Our distribution centers are located at:

California:  308 West 5th Street, Holtville, California; five year
lease, with a rent of $1,200 per month for a 1,600 square foot space.

Colorado:  18234 Road 24, Sterling, Colorado; one year lease, with a
rent of $2,000 per month for a 1,000 square foot space.

Kentucky:  130 West Kentucky Ave, Franklin, Kentucky; five year lease,
with a rent of $3,150 per month for a 4,200 square foot space.

Pennsylvania:  225 Vine Street, Scranton, Pennsylvania; one year
lease, with a rent of $350.00 per month for a 700 square foot space.

     Management believes that the office and distribution spaces are
currently adequate for the needs of the Company.  The Company is
planning to open a distribution center in Pennsylvania in the near future.

ITEM 3.  LEGAL PROCEEDINGS.

     From time to time, the Company may become party to litigation or
other legal proceedings that we consider to be a part of the ordinary
course of our business.  There are no material legal proceedings to report.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None.

PART II.

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information.

     The Company's common stock began trading on the Over the Counter
Bulletin Board under the symbol "SYCD".  With the change in our name
to "Point Group Holdings, Incorporated", the symbol changed to "PGHI"
on December 13, 2002.  The symbol was changed to "GZFX" effective on
February 6, 2004 with the change in the name of the Company to
"GameZnFlix, Inc."  The range of closing prices shown below is as
reported by this market.  The quotations shown reflect inter-dealer
prices, without retail mark-up, markdown or commission and may not
necessarily represent actual transactions.

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on December 31, 2005

                                                          High    Low

Quarter Ended December 31, 2005                           0.022   0.002
Quarter Ended September 30, 2005                          0.006   0.002
Quarter Ended June 30, 2005                               0.011   0.004
Quarter Ended March 31, 2005                              0.033   0.012

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on December 31, 2004

                                                          High    Low

Quarter Ended December 31, 2004                           0.034   0.013
Quarter Ended September 30, 2004                          0.110   0.025
Quarter Ended June 30, 2004                               0.165   0.091
Quarter Ended March 31, 2004                              0.162   0.040

Holders of Common Equity.

     As of December 31, 2005, the Company had approximately 327
shareholders of record.  The number of registered shareholders
excludes any estimate by us of the number of beneficial owners of
common shares held in street name.

Dividend Information.

     The Company has not declared or paid a cash dividend to
stockholders since it was organized.  The board of directors presently
intends to retain any earnings to finance our  operations and does not
expect to authorize cash dividends in the foreseeable future.  Any
payment of cash dividends in the future will depend upon the Company's
earnings, capital requirements and other factors.

Equity Securities Sold Without Registration.

     Except as follows, all sales of unregistered (restricted)
securities during the fiscal year ended on December 31, 2005 have been
previously reported either in a Form 10-QSB or in a Form 8-K:

     (a)  Between October 21, 2005 and December 2, 2005, the Company
granted options to purchase a total of 200,000,000 shares of common
stock under its Stock Incentive Plan to two consultants of the
Company.  These options, which are exercisable into free trading
shares of common stock under that plan, are exercisable for a period
of ten years after the grant at prices ranging from $0.004575 to
$0.00975 per share.  These options were valued at a total of
$1,365,000 ($0.006825 per share).

     (b)  On October 24, 2005, the Company sold 100,000,000 shares of
common stock to a European investor for $3,000,000 ($0.03 per share).

     (c)  On November 28, 2005, the Company issued a total of
5,000,000 shares to a total of five employees of the Company as an
incentive.  These shares were valued at a total of $5,000 ($0.001 per share).

     No commissions were paid in connection with any of these sales.
Except for (b) above, these sales were undertaken under Rule 506 of
Regulation D under the Securities Act of 1933.  Each of the
transactions did not involve a public offering and each of the
investors represented that he/she was a "sophisticated" or
"accredited" investor as defined in Rule 502 of Regulation D.  The
sale under subparagraph (b) was done as an offshore transaction under
the provisions of Regulation S.

     There were no purchases of common stock of the Company by the
Company or its affiliates during the three months ended December 31, 2005.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.

     The following discussion and analysis of financial condition and
results of operations is based upon, and should be read in conjunction
with, its audited financial statements and related notes included
elsewhere in this Form 10-KSB, which have been prepared in accordance
with accounting principles generally accepted in the United States.

Overview.

     In March 2004, the Company launched its website
www.gameznflix.com, and became fully operational in September 2004. In
conjunction with the website the Company runs ad campaigns designed to
create awareness among our target consumers and to generate traffic to
the website.

     The Company, through its website, is an online DVD movie and
video game rental business dedicated to providing subscribers a
quality rental experience.  We offer subscribers a reliable, web-based
alternative to traditional store-based DVD and video game rentals on a
national scale with an extensive library of approximately 40,000 DVD
and video game titles. We offer subscribers several different
subscription plans ranging from $8.99 per month to $16.99 per month.
Our more popular subscription plan of $16.99 per month allows
subscribers to have up to three DVD and video game titles out at the
same time with no due dates, late fees or shipping charges.
Subscribers select titles at our website which are then sent via U.S
mail with a prepaid return mailer.  Our service is an alternative to
store- based video game rentals as we offer a high level of customer
service, quality titles, and superior product availability.

     During the first three quarters in 2005, our monthly subscriber
base remained at approximately 3,000 subscribers.  During the last
quarter of 2005, our subscriber base began to grow reaching
approximately 6,000 subscribers by the end of 2005.  We anticipate
this growth to continue to a monthly basis ranging from 1,500 to 2,500
new subscribers per month to our overall subscriber base.  The overall
growth has been caused primarily through more awareness of the Company
from ad campaigns.

     Part of this public awareness of the Company resulted from a
service agreement we entered into with Circuit City Stores, Inc. in
October 2005, which commenced in November 2005 and ends in March 2006.
The agreement with Circuit City provided for a pilot program to be run
in 27 retail stores and on the Circuit City website to promote
services offered by us.  On December 28, 2005, we entered into an
amendment of the service agreement extending the pilot program until
March 15, 2006.  Although the overall number of subscribers obtained
from the Circuit City service agreement was not considered significant
in relation to the number of new subscribers added during the last
quarter of 2005, we believe that our relationship with Circuit City
brought more prominence and recognition to the Company.  We will
continue to seek similar relationships with nationally known companies
or agencies to further brand the Company name.

     Our growth will require us in the future to make more significant
capital investments in library content, distribution infrastructure
and technology.  Our current capacity will allow us to service
approximately 15,000 monthly subscribers before significant investment
as mentioned previously would be required.  We currently monitor our
monthly growth rate to ensure we properly anticipate the timing of
making additional investment in our library content, distribution
infrastructure and technology.  We currently have four distribution
centers located in Southern California, Colorado, Kentucky and
Pennsylvania.  As our subscriber base grows, we may seek to open
additional distribution centers.

     We have evaluated and continue to evaluate our operations and
operational needs.  During 2005, we were able to favorably negotiate a
new mailer envelope with the United States Postal Office that reduced
our overall postage cost and increased the delivery turnaround time
from seven to two days.

     We believe that our planned growth and profitability will depend
in large part on our ability to promote our services, gain subscribers
and expand our relationship with current subscribers. Accordingly, we
intend to focus our attention and investment of resources in
marketing, strategic partnerships and development of our subscriber
base. If we are not successful in promoting our services and expanding
our subscriber base, this may have a material adverse effect on our
financial condition and the ability to continue to operate the business.

Results of Operations

(a)  Revenues.

     The Company reported revenues of $676,291 and $287,117 for the
years ended December 31, 2005 and 2004, an increase of $389,174 or
approximately 135%.  Revenues were primarily derived from monthly
subscription fees.  Revenues increased in 2005 compared to 2004
primarily due to a full year of operations compared to three months of
operations in 2004.  During the course of 2005 our subscriber base
averaged approximately 3,000 subscribers per month.  We continue to
focus on growing our subscriber base through marketing and affiliate
partnership programs whereby a referral fee is paid for each new
subscriber signed.  Since our DVD and video games rental activities
are limited, we are unable to provide any meaningful churn figures.
Churn is a monthly measure defined as customer cancellations in the
quarter divided by the sum of beginning subscribers and gross
subscriber additions, then divided by three months.  Customer
cancellations in the quarter include cancellations from gross
subscriber additions, which is included in the gross subscriber
additions in the denominator.  Once we have more operational activity
history, management will use churn as a measure to evaluate whether we
are obtaining new subscribers while retaining our existing subscribers
in accordance to our business plans.

(b)  Cost of Revenues.

     The Company reported cost of revenues of $434,155 and $188,415
for the years ended December 31, 2005 and 2004, an increase of
$245,740 or approximately 130%.  Cost of revenues increased in 2005
compared to 2004 primarily due to a full year of operations compared
to three months of operations in 2004. The cost of revenues in 2005,
primarily were attributable to shipping materials, fulfillment
expenses and mail delivery.  We anticipate these three expenses to
continue to comprise a significant portion of our overall cost of
revenues.  In October 2005, we changed our USPS mailer to better make
use of the first class mail rates and have overall reduced our postage
costs.

(c)  Advertising.

     The Company reported advertising expenses of $379,268 and
$3,044,100 for the years ended December 31, 2005 and 2004, a decrease
of $2,664,832 or approximately 87%.  Such advertising consisted of
online marketing, relationship(s) with retailers and direct marketing.
Advertising costs decreased in 2005 as result of limited availability
of resources for these purposes during 2005.  However, we believe
advertising expenses will increase by at least 150% in 2006 from 2005 levels.

(d)  Selling, General and Administrative Expenses.

     The Company reported selling, general and administrative expenses
of $1,923,999 and $2,137,428 for the years ended December 31, 2005 and
2004, a decrease of $213,429 or approximately 10%.  Selling, general
and administrative expenses were comprised primarily of related
payroll expenses and contract services.  These expenses decreased in
2005 compared to 2004 primarily due to reduced contract services that
were replaced by Company employees hired during the last quarter of
2005.  We believe selling, general and administrative expenses will
increase in 2006 as result of increasing payroll expenses.

(e)  Consulting and Professional Fees.

     The Company reported consulting and professional fees of
$1,188,335 and $4,353,911 for the years ended December 31, 2005 and
2004, a decrease of $3,165,576 or approximately 73%.  Decrease in
consulting and professional fees in 2005 compared to 2004 was
primarily a result of business consultants hired in 2004 to develop
our business model.

(f)  Net Loss.

     The Company reported a net loss of $4,239,532 and $9,717,301 for
the years ended December 31, 2005 and 2004, a decrease of $5,477,769
or approximately 56%, as result of the foregoing factors mentioned
above.  We anticipate having a recurring net loss for the next six to
eight months in 2006.

Factors That May Affect Operating Results.

     The operating results of the Company can vary significantly
depending upon a number of factors, many of which are outside its
control.  General factors that may affect the Company's operating
results include:

     - market acceptance of and changes in demand for services;

     - a small number of customers account for, and may in future periods
       account for, substantial portions of the Company's revenue, and
       revenue could decline because of delays of customer orders or the
       failure to retain customers;

     - gain or loss of clients or strategic relationships;

     - announcement or introduction of new services by the Company or by
       its competitors;

     - price competition;

     - the ability to upgrade and develop systems and infrastructure to
       accommodate growth;

     - the ability to introduce and market services in accordance with
       market demand;

     - changes in governmental regulation; and

     - reduction in or delay of capital spending by clients due to the
       effects of terrorism, war and political instability.

     The Company believes that its planned growth and profitability
will depend in large part on the ability to promote its services, gain
clients and expand its relationship with current clients.  Accordingly,
we intend to invest in marketing, strategic partnerships, and
development of our customer base.  If the Company is not successful in
promoting its services and expanding its customer base, this may have a
material adverse effect on its financial condition and its ability to
continue to operate its business.

Operating Activities.

     The net cash used in operating activities was $2,973,762 for the
year ended December 31, 2005 compared to $2,294,760 for the year ended
December 31, 2004, an increase of $679,002 or approximately 30%.  This
increase is attributed to many changes from year to year, including an
increase in depreciation and amortization.

Investing Activities.

     Net cash used in investing activities was $1,470,021 for the year
ended December 31, 2005 compared to $1,000,554 for the year ended
December 31, 2004, an increase of $469,467 or approximately 47%.  This
increase is attributed to an increase in the purchase of DVD's and
games library.

Liquidity and Capital Resources.

     As of December 31, 2005, the Company had total current assets of
$6,210,917 and total current liabilities of $462,332, resulting in a
working capital surplus of $5,748,585.  As of that date, the Company
had cash of $5,902,395.  Our cash flow from financing activities for
the year ended December 31, 2005 resulted in a surplus of $10,282,882.
Overall, our cash flows for the year ended December 31, 2005 netted a
surplus of $5,839,099.  Our current cash balance will be sufficient to
fund our operations for the next twenty months.  However, we will
continue to raise capital through either debt or equity instruments
that will allow us the resources to increase our library content,
distribution infrastructure and technology.

     The Company has $3,187,500 in stock subscriptions receivable that
we believe we will be able to collect in the next twelve months.
Furthermore, we currently have an effective registration statement
under Form SB-2 related to exercisable warrants being registered in
behalf of Golden Gate Investors, Inc. to purchase 15,000,000 shares of
our common stock at $1.09 per share of which approximately 8,233,000
shares still remain as of December 31, 2005 providing future funding
of approximately $8,973,000.

Financing activities for 2004 and 2005:

     - The Company commenced a private placement on November 29, 2003
       and sold 17,545,979 shares of common stock from that date to
       September 1, 2004 for a total consideration of approximately
       $619,000.

     - The Company commenced a private placement on September 24, 2004
       and sold 1,443,990 shares of common stock from that date to
       October 31, 2004 for a total consideration of approximately
       $22,000.

     - From February 18, 2004 to August 31, 2004, options covering
       approximately 67,042,000 shares of common stock were exercised
       (average of $0.041 per share) into free trading stock under our
       Stock Incentive Plan, resulting in proceeds to us of
       approximately $2,764,000.

     - During 2005, options covering 540,000,000 shares of common stock
       were exercised (average of $0.006 per share) into free trading
       stock under Stock Incentive Plan, resulting in proceeds to us of
       approximately $2,845,000.

     Our continued operations, as well as the implementation of our
business plan, will depend upon our ability to raise additional funds
through bank borrowings and equity or debt financing. Our ability to
continue as a going concern is dependent on additional sources of
capital and the success of our business plan. In connection with our
need for funding, we have entered into a financing arrangement with
Golden Gate Investors. We entered into a Securities Purchase Agreement
with Golden Gate on November 11, 2004 for the sale of (i) a $150,000
convertible debenture and (ii) warrants to buy 15,000,000 shares of
our common stock.

     The investor provided us with an aggregate of $150,000 as follows:

     - $100,000 was disbursed to us on November 11, 2004; and

     - $50,000 was retained for services provided to our Company by
       various professionals, which was disbursed upon effectiveness of
       a registration statement on Form SB-2 (which was declared
       effective on September 12, 2005).

     The debentures bear interest at 4 3/4%, mature three years from
the date of issuance, and are convertible into our common stock, at
the selling stockholder's option. The convertible debentures are
convertible into the number of our shares of common stock equal to the
principal amount of the debentures being converted multiplied by 110,
less the product of the conversion price multiplied by 100 times the
dollar amount of the debenture. The conversion price for the
convertible debentures is the lesser of (i) $0.20, (ii) 82% of the
average of the three lowest volume weighted average prices during the
twenty trading days prior to the conversion or (iii) 82% of the volume
weighted average price on the trading day prior to the conversion.
Accordingly, there is in fact no limit on the number of shares into
which the debenture may be converted.  However, in the event that our
market price is less than $0.015, we will have the option to prepay
the debenture at 150% rather than have the debenture converted.  If we
elect to prepay the debenture, Golden Gate may withdraw its conversion
notice. In addition, the selling stockholder is obligated to exercise
the warrant concurrently with the submission of a conversion notice by
the selling stockholder.  The warrant is exercisable into 15,000,000
shares of common stock at an exercise price of $1.09 per share.
During 2005, a total of 6,797,000 shares were issued related to the
warrant providing us $7,409,203.

     The selling stockholder has contractually agreed to restrict its
ability to convert or exercise its warrants and receive shares of our
common stock such that the number of shares of common stock held by
them and their affiliates after such conversion or exercise does not
exceed 9.9% of the then issued and outstanding shares of common stock.

     The ability of the Company to continue as a going concern on a
longer-term basis will be dependent upon its ability to generate
sufficient cash flow from operations to meet its obligations on a
timely basis, to retain its current financing, to obtain additional
financing, and ultimately attain profitability.

     Whereas the Company has been successful in the past in raising
capital, no assurance can be given that these sources of financing
will continue to be available to us and/or that demand for our
equity/debt instruments will be sufficient to meet its capital needs,
or that financing will be available on terms favorable to the Company.
The financial statements do not include any adjustments relating to
the recoverability and classification of liabilities that might be
necessary should the Company be unable to continue as a going concern.

     If funding is insufficient at any time in the future, we may not
be able to take advantage of business opportunities or respond to
competitive pressures, or may be required to reduce the scope of our
planned product development and marketing efforts, any of which could
have a negative impact on its business and operating results. In
addition, insufficient funding may have a material adverse effect on
our financial condition, which could require us to:

     - curtail operations significantly;

     - sell significant assets;

     - seek arrangements with strategic partners or other parties that
       may require the Company to relinquish significant rights to
       products, technologies or markets; or

     - explore other strategic alternatives including a merger or sale of
       the Company.

     To the extent that we raise additional capital through the sale
of equity or convertible debt securities, the issuance of such
securities may result in dilution to existing stockholders. If
additional funds are raised through the issuance of debt securities,
these securities may have rights, preferences and privileges senior to
holders of common stock and the terms of such debt could impose
restrictions on our operations. Regardless of whether our cash assets
prove to be inadequate to meet our operational needs, we may seek to
compensate providers of services by issuance of stock in lieu of cash,
which may also result in dilution to existing shareholders.

Inflation.

     The impact of inflation on our costs and the ability to pass on
cost increases to its customers over time is dependent upon market
conditions. We are not aware of any inflationary pressures that have
had any significant impact on our operations over the past quarter,
and the Company does not anticipate that inflationary factors will
have a significant impact on future operations.

Off-Balance Sheet Arrangements.

     The Company does not maintain off-balance sheet arrangements nor
does it participate in non-exchange traded contracts requiring fair
value accounting treatment.

Other.

     The Company does not provide post-retirement or post-employment
benefits requiring charges under Statements of Financial Accounting
Standards No. 106 and No. 112.

Critical Accounting Policies

     The SEC has issued Financial Reporting Release No. 60,
"Cautionary Advice Regarding Disclosure About Critical Accounting
Policies" ("FRR 60"), suggesting companies provide additional
disclosure and commentary on their most critical accounting policies.
In FRR 60, the SEC has defined the most critical accounting policies
as the ones that are most important to the portrayal of a company's
financial condition and operating results, and require management to
make its most difficult and subjective judgments, often as a result of
the need to make estimates of matters that are inherently uncertain.
Based on this definition, the Registrant's most critical accounting
policies include: (a) use of estimates in the preparation of financial
statements; (b) non-cash compensation valuation; (c) revenue
recognition; and (d) impairment of long-lived assets. The methods,
estimates and judgments the Registrant uses in applying these most
critical accounting policies have a significant impact on the results
the Registrant reports in its financial statements.

(a)  Use of Estimates in the Preparation of Financial Statements.

     The preparation of these financial statements requires our
Company to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an on-going basis,
we evaluate these estimates, including those related to revenue
recognition and concentration of credit risk. We base our estimates on
historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying values of
assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under
different assumptions or conditions.

(b)  DVD's and Video Games Library.

     As of December 2005 the Company has purchased over $2,000,000 of
inventory and makes available 40,000 DVD and video game titles.  We
acquire DVD's and video games from distributors through a direct
purchase agreement.  Such purchases are recorded at the historical
cost.  We depreciate our DVD's and video games library on a straight-
line basis over a twelve-month period.  We currently have not assigned
a salvage value since it is our intention to not sell our library.  In
the event that we do sell a portion of our library as result of slow
moving title rentals, we will re-evaluate our policy of depreciation
in relation to the salvage value.

(c)  Revenue Recognition and Cost of Revenue.

     Subscription revenues are recognized ratably during each
subscriber's monthly subscription period.  Refunds to subscribers are
recorded as a reduction of revenues. Revenues from sales of DVD's and
video games are recorded upon shipment.

     Cost of subscription revenues consists of fulfillment expenses,
and postage and packaging expenses related to DVD's and video games
provided to paying subscribers. Revenue sharing expenses are recorded
as DVD's subject to revenue sharing agreements are shipped to
subscribers. Cost of DVD sales include the net book value of the DVD's
sold and, where applicable, a contractually specified percentage of
the sales value for the DVD's that are subject to revenue share
agreements.

(d)  Non-Cash Compensation Valuation.

     We intend to issue shares of common stock to various individuals
and entities for management, legal, consulting and marketing services.
These issuances will be valued at the fair market value of the
services provided and the number of shares issued is determined, based
upon the open market closing price of common stock as of the date of
each respective transaction. These transactions will be reflected as a
component of selling, general and administrative expenses in our
statement of operations.

Forward Looking Statements.

     Information in this Form 10-KSB contains "forward looking
statements" within the meaning of Rule 175 of the Securities Act of
1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as
amended.  When used in this Form 10-KSB, the words "expects,"
"anticipates," "believes," "plans," "will" and similar expressions are
intended to identify forward-looking statements.  These are statements
that relate to future periods and include, but are not limited to,
statements regarding our adequacy of cash, expectations regarding net
losses and cash flow, statements regarding our growth, our need for
future financing, our dependence on personnel, and our operating expenses.

     Forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
those projected.  These forward-looking statements speak only as of the
date hereof.  The Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in
its expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.

ITEM 7.  FINANCIAL STATEMENTS.

     Financial statements as of and for the year ended December 31,
2005, and for the year ended December 31, 2004 are presented in a
separate section of this report following Item 14.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.

     (a)  Effective on January 1, 2006, Smith & Company, the
independent registered public accounting firm who was previously
engaged as the principal accountant to audit the Company's financial
statements, changed its accounting practice from a corporation to a
professional limited liability company named Child, Van Wagoner &
Bradshaw, PLLC.  As this is viewed as a separate legal entity, the
Company terminated its accounting arrangement with Smith & Company.
The decision to change principal accountants was approved by the
Company's Audit Committee and subsequently approved by the Board of
Directors.

     Smith & Company audited the Company's financial statements for
the fiscal years ended December 31, 2004 and 2003.  This firm's report
on these financial statements was modified as to uncertainty that the
Company will continue as a going concern; other than this, the
accountant's report on the financial statements for those periods
neither contained an adverse opinion or a disclaimer of opinion, nor
was qualified or modified as to uncertainty, audit scope, or
accounting principles.

     During the fiscal years ended December 31, 2004 and 2003, and the
subsequent interim period preceding such change, there were no
disagreements with Smith & Company on any matter of accounting
principles or practices, financial statement disclosure, or auditing
scope or procedure.  In addition, there were no "reportable events" as
described in Item 304(a)(1)(iv)(B)1 through 3 of Regulation S-B that
occurred during the fiscal years ended December 31, 2004 and 2003, and
the subsequent interim period preceding such change.

     (b) On January 1, 2006, the Company engaged Child, Van Wagoner &
Bradshaw, PLLC, as successor to Smith & Company, as its independent
registered public accounting firm to audit the Company's financial
statements.  During the fiscal years ended December 31, 2004 and 2003,
and the subsequent interim period prior to engaging this firm, neither
the Company (nor someone on its behalf) consulted the newly engaged
accountant regarding any matter.

ITEM 8A.  CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

     The Company maintains disclosure controls and procedures (as
defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act)
that are designed to ensure that information required to be disclosed
in its periodic reports filed under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified
in the SEC's rules and forms, and that such information is accumulated
and communicated to our management, including our principal executive
officer and our principal financial officer, to allow timely decisions
regarding required disclosure.

     As of the end of the period covered by this report, the Company's
management carried out an evaluation, under the supervision and with
the participation of our principal executive officer and our principal
financial officer, of our disclosure controls and procedures (as
defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act).
Based upon the evaluation, our principal executive officer and our
principal financial officer concluded that the Company's disclosure
controls and procedures were effective at a reasonable assurance level
to ensure that information required to be disclosed by us in the
reports that the Company files or submits under the Exchange Act is
recorded, processed, summarized and reported, within the time periods
specified in the SEC's rules and forms.  In addition, our principal
executive officer and our principal financial officer concluded that
the Company's disclosure controls and procedures were effective at a
reasonable assurance level to ensure that information required to be
disclosed in the reports that the Company files or submits under the
Exchange Act is accumulated and communicated to the Company's
management, including its principal executive officer and our
principal financial officer, to allow timely decisions regarding
required disclosure.

     Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, will be or have been detected.
These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because
of simple error or mistake.  Additionally, controls can be
circumvented by the individual acts of some persons, by collusion of
two or more people, and/or by management override of the control.  The
design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals
under all potential future conditions; over time, controls may become
inadequate because of changes in conditions, and/or the degree of
compliance with the policies and procedures may deteriorate.  Because
of the inherent limitations in a cost-effective internal control
system, misstatements due to error or fraud may occur and not be detected.

Changes in Disclosure Controls and Procedures.

     There were no changes in the Company's disclosure controls and
procedures, or in factors that could significantly affect those
controls and procedures, since their most recent evaluation.

ITEM 8B.  OTHER INFORMATION.

Corrected Disclosure for Form 10-QSB.

(a)  The Company reported the following in its September 30, 2005 Form 10-QSB:

     "(a)  On July 11, 2005, the Company issued to total of
     30,000,000 shares of common stock to five employees of the
     Company as a bonus.  This stock had a total valuation of
     $150,000 ($0.005 per share)."

In August 2005, one of these employees resigned; her certificate for
1,000,000 shares was subsequently cancelled in October 2005.

(b)  The Company reported the following in its September 30, 2005 Form
10-QSB:

     "(b)  Between July 11, 2005 and August 26, 2005, the
     Company issued options to purchase a total of 110,000,000
     shares of common stock under its Stock Incentive Plan to
     two consultants of the Company.  These options, which are
     exercisable into free trading shares of common stock under
     that plan, are exercisable for a period of ten years after
     the grant at prices ranging from $0.001 to $0.0023 per
     share.  These options were valued at a total of $175,000
     ($0.00159 per share)."

The correct number of shares that these options covered was
130,000,000.

Subsequent Event.

     On January 6, 2006, the Company adopted the 2006 Non-Employee
Directors and Consultants Retainer Stock Plan, which registered
150,000,000 shares under a Form S-8 filed on January 17, 2006.  Also,
on that date, the Company adopted the 2006 Stock Incentive Plan, which
registered 250,000,000 shares under that Form S-8.

PART III.

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Directors and Executive Officers.

     The names, ages, and respective positions of the directors and
executive officers of the Company are set forth below.  The directors
named below will serve until the next annual meeting of our
stockholders or until their successors are duly elected and have
qualified.  Directors are elected for a term until the next annual
stockholders' meeting.  Officers will hold their positions at the will
of the board of directors, absent any employment agreement, of which
none currently exist or are contemplated.

     There are no family relationships between any two or more of our
directors or executive officers. There are no arrangements or
understandings between any two or more of our directors or executive
officers. There is no arrangement or understanding between any of our
directors or executive officers and any other person pursuant to which
any director or officer was or is to be selected as a director or
officer, and there is no arrangement, plan or understanding as to
whether non-management shareholders will exercise their voting rights
to continue to elect the current board of directors. There are also no
arrangements, agreements or understandings between non-management
shareholders that may directly or indirectly participate in or
influence the management of our affairs.  There are no other promoters
or control persons of the Company.  There are no legal proceedings
involving the executive officers or directors of the Company.

     Arthur De Joya was appointed chief financial officer of the
Company on July 9, 2004.  Effective on September 30, 2004, Gary Hohman
joined the Company to serve as its president in place of John Fleming.
On December 27, 2004, I. Matt Sawaqed resigned as a director of the
Company in order to focus his attention on other businesses in which
he is involved.  On that date, Mr. Hohman, was appointed to our board
of directors.

     On February 3, 2005, Mr. Hohman resigned as president and a
director of the Company in order to take the position of president of
the Company's subsidiary, GameZnFlix Racing and Merchandising, Inc.
(formerly known as AmCorp Group, Inc.); he subsequently resigned that
position.  On February 3, 2005, Donald Gallent was promoted to
president of the Company to replace Mr. Hohman; he was also appointed
as a director of the Company on that date.

John J. Fleming, Chief Executive Officer/Secretary/Director.

     Mr. Fleming, age 56, was the managing partner of AFI Capital,
LLC, a venture capital company, located in San Diego, California for
the 5 years (before joining GameZnFlix in September 2002).  Before AFI
Capital, Mr. Fleming managed Fleming & Associates, a business-
consulting firm that provided services to companies looking to create
business plans and/or review current plans in order to move forward
with fund raising from both private and public sectors.

Donald N. Gallent, President/Director.

     Mr. Gallent, age 33, has been working for the Company since early
August 2004, first as consultant and then in December 2004 becoming a
full time employee as vice president of web operations prior to his
appointment as president.  Prior to joining the Company, Mr. Gallent
was the owner of Fourthturn Collective of Nashville, Tennessee, an
eBusiness strategy and development firm, from October 2001 to November
2004.  From March 2000 to October 2001, he worked for XOR, Inc., an
eBusiness strategist and account manager.  From June 1997 to March
2000, Mr. Gallent served as general manager and vice president of
Thinktivity Interactive/Frank Best & Ingram.

Arthur De Joya, Chief Financial Officer.

     Mr. De Joya, age 40, has over 12 years of experience in both
public and private accounting mainly working with publicly traded
companies.  Mr. De Joya's experience in the private sector includes
serving as financial advisor and chief financial officer for various
publicly traded companies.  His experience in public accounting was
partner-in-charge of the audit practice for L.L. Bradford & Company,
LLC (the 8th largest accounting firm in the Las Vegas area) for
approximately 5 years, ending in April 2003; from that date to the
present, he has worked as an independent accountant.  Prior to L.L.
Bradford & Company, LLC, Mr. De Joya was employed with KPMG LLP
working with many large publicly traded companies.

     Mr. De Joya received his B.S. and B.A. degrees from the
University of Nevada, Las Vegas and is a Certified Public Accountant
licensed in the State of Nevada, and is a registered accountant with
the Public Company Accounting Oversight Board.  He is a member of the
American Institute of Certified Public Accountants and Nevada Society
of Certified Public Accountants.

Mark Crist, Director.

     Mr. Crist, 47, has a widely varied background in business
development. In 1979, he founded Manufacturer's Revenue Service, a
commercial collection agency located in Tustin, California. In 1984 he
negotiated the sale of that business to a division of Dunn &
Bradstreet and thereafter left to become a partner in the marketing
services firm of Jay Abraham & Associates. In 1985, he founded the
Computer Trivia Fan User Group (CTFUG) as a public benefit, non-profit
organization to promote the playing of online trivia contests.

     Mr. Crist held the position of chief executive officer and
president of GamesGalore.com from 1996 to 2001, a company that among
other things supplies trivia contest content to users of America
Online.  Since May of 2001, he has served as president and director of
Diamond Hitts Production, Inc. (Pink Sheets: DHTT).  Mr. Crist is an
alumnus of California State University at Northridge.

Compliance with Section 16(a) of the Securities Exchange Act.

     Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors,  certain officers and persons holding 10% or more
of the Company's common stock to file reports regarding their
ownership and regarding their acquisitions and dispositions of the
Company's common stock with the Securities and Exchange Commission
("SEC").  Such persons are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.

     Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to us under Rule 16a-3(d) during fiscal 2005, and
certain written representations from executive officers and directors,
the Company is aware of the following required reports that have not
been timely filed: (a) Form 4 for Mr. Crist to report the acquisition
of 2,000,000 shares of common stock on July 14, 2005; (b) Form 4 for
Mr. Crist to report the sale of 1,000,000 shares of common stock on
December 7, 2005 and 1,000,000 shares of common stock on December 14,
2005; and (c) Form 4 for Mr. De Joya to report the acquisition of
5,000,000 shares of common stock from the Company.  A Form 5 has been
prepared by Mr. Crist for filing with the SEC to cover his
transactions; a Form 4 has been filed with the SEC by Mr. De Joya.
Other than this, the Company is unaware of any other required reports
that were not timely filed.  The December 31, 2004 Form 10-KSB should
have correctly reported that the Form 3 of Gary Hohman was filed late
(not that of Mr. Gallent)

Code of Ethics.

     The Company has not adopted a code of ethics that applies to the
Company's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing
similar functions.  The Company has not adopted such a code of ethics
because all of management's efforts have been directed to building
the business of the Company; at a later time, the board of directors
may adopt such a code of ethics.

Committees of the Board Of Directors.

     The Company presently does not have a compensation committee,
nominating committee, an executive committee of our board of
directors, stock plan committee or any other committees, except for an
Audit Committee (see Item 14).  However, our board of directors
intends to establish various committees during the current fiscal year.

ITEM 10.  EXECUTIVE COMPENSATION.

Summary Compensation Table.

     The following table sets forth certain information relating to
the compensation paid by the Company during the last three fiscal
years to our Chief Executive Officer.  No other executive officer of
the Company received total salary and bonus in excess of $100,000
during the fiscal year ended December 31, 2005 and for the two prior years.





                           Annual compensation                      Long-term Compensation
                                                                 Awards           Payouts
Name and                                  Other           Restricted   Securities
principal                                 annual            stock     underlying      LTIP    All other
position       Year     Salary   Bonus   compensation     award(s)    options/SARs    payouts compensation
                          ($)     ($)       ($)             ($)           (#) (4)       ($)       ($)
   (a)          (b)       (c)     (d)       (e)             (f)           (g)           (h)       (i)
                                                                        

John J. Fleming, 2005   $200,000   -         -               -             -             -         -
CEO (1)          2004   $115,369   -         -               -          5,000,000        -         -
                 2003       -      -         -               -             -             -         -

Donald N.        2005   $175,000   -         -            $140,000(3)      -             -         -
Gallent,
Pres. (2)



(1)  Mr. Fleming was appointed chief executive officer and a director
on September 12, 2002.

(2)  Mr. Gallent was appointed president and a director on February 3, 2005.

(3) On March 11, 2005, the Company issued 20,000,000 restricted shares
of common stock to Mr. Gallent as an employment incentive.  These
shares were valued at $140,000 ($0.007 per share).

     Directors of the Company do not receive cash compensation for
their services as directors or members of the committees of the board
of directors.  All directors may be reimbursed for their reasonable
expenses incurred in connection with attending meetings of the board
of directors.

Employment Contracts.

     The Company has entered into employment agreements with its chief
executive officer and president.  For a further discussion about these
agreements, please see Certain Relationships and Related Transactions.

Other Compensation.

     (a) There are no annuity, pension or retirement benefits proposed
to be paid to officers, directors, or employees of the Company in the
event of retirement at normal retirement date as there was no existing
plan as of December 31, 2005 provided for or contributed to by the Company.

     (b)  Other than as follows, no remuneration is proposed to be
paid in the future directly or indirectly by the Company to any
officer or director. (1) On July 1, 2001, we adopted a Non-Employees
Directors and Consultants Retainer Stock Plan (see description under
Item 11, below); and (2) on April 25, 2003, we adopted a Stock
Incentive Plan (see description under Item 11, below).  The Company
may pay compensation to officers and directors in the future under one
or both of these plans.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT, AND RELATED STOCKHOLDER MATTERS

     The following table sets forth information regarding the
beneficial ownership of shares of the Company's common stock as of
December 31, 2005 (3,291,733,490 issued and outstanding) by (i) all
shareholders known to the Company 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 Company as a
group.  Each person has sole voting power and sole dispositive power
as to all of the shares shown as beneficially owned by him

Title of      Name and Address of              Amount and Nature    Percent of
    Class       Beneficial Owner                  of Beneficial       Class
                                                    Owner (1)

Common Stock  John Fleming                        126,400,000 (2)      3.84%
              1535 Blackjack Road,
              Franklin, Kentucky 42134

Common Stock  Donald N. Gallent                   25,000,000 (3)       0.76%
              1535 Blackjack Road,
              Franklin, Kentucky 42134

Common Stock  Arthur De Joya                      10,000,000 (4)       0.30%
              1535 Blackjack Road,
              Franklin, Kentucky 42134

Common Stock  Mark Crist                                   0           0.00%
              1535 Blackjack Road,
              Franklin, Kentucky 42134

Common Stock  Shares of all directors and        161,400,000           4.90%
              executive officers as a group (4
              persons)

(1)  Except as noted below, 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.  Applicable percentage ownership of common stock is
based on 3,291,733,490 shares issued and outstanding on December
31, 2005 divided by the total common stock for each beneficial
owner.  Beneficial ownership is determined in accordance with the
rules and regulations of the SEC.  In computing the number of
shares beneficially owned by a person and the percentage ownership
of that person, shares of common stock subject to options or
convertible or exchangeable into such shares of common stock held
by that person that are currently exercisable, or exercisable
within 60 days, are included.

(2)  Included within this amount is an option covering 5,000,000
shares of common stock, exercisable for two years from the date
of grant (December 31, 2004) at $0.007 per share.

(3)  Included within this amount is an option covering 5,000,000
shares of common stock, exercisable for two years from the date
of grant (December 31, 2004) at $0.007 per share.

(4)  This amount consists of an option covering 5,000,000 shares
of common stock, exercisable for two years from the date of grant
(December 31, 2004) at $0.007 per share.

Securities Authorized for Issuance under Equity Compensation Plans.

     The Company has adopted two equity compensation plans (neither of
which has been approved by our shareholders):

(a)  Non-Employee Directors and Consultants Retainer Stock Plan.

     On July 1, 2001, the Company adopted a Non-Employee Directors and
Consultants Retainer Stock Plan (the Company adopted Amendment No. 7
to this plan on July 13, 2005).  The purposes of the plan are to
enable the Company to promote its interests by attracting and
retaining non-employee directors and consultants capable of furthering
our business and by aligning their economic interests more closely
with those of our shareholders, by paying their retainer or fees in
the form of shares of common stock.  As December 31, 2005, all
575,000,000 shares of common stock authorized under this plan have
been registered as a result of Form S-8's filed with the SEC;
127,573,488 shares were issued during fiscal year 2005.  As of
December 31, 2004, there were 220,000,000 shares of common stock
remaining to be issued under this plan.

(b)  Stock Incentive Plan.

     On April 25, 2003, the Company adopted a Stock Incentive Plan
(the Company adopted Amendment No. 4 to this plan on July 13, 2005).
This plan is intended to allow directors, officers, employees, and
certain non-employees of the Company to receive options to purchase
its common stock.  The purpose of this plan is to provide these
persons with equity-based compensation incentives to make significant
and extraordinary contributions to the long-term performance and
growth of the Company, and to attract and retain employees. As of
December 31, 2004, all 600,000,000 shares of common stock authorized
under this plan have been registered as a result of Form S-8's filed
with the Securities and Exchange Commission.  Options granted under
this plan are to be exercisable at whatever price is established by
the board of directors, in its sole discretion, on the date of the grant.

     During 2003, the Company granted options for 25,000,000 shares to
two non-employee consultants (one at an exercise price equal to 75% of
the market price on the date of exercise and the other at 50% of the
market price on the date of exercise), all of which were exercised in
2004.  During August 2004, the Company granted options for 42,042,294
shares to three non-employee consultants (at an exercise price equal
to 50% of the market price on the date of exercise), all of which were
exercised in 2004.  During December 2004, the Company granted options
for 30,000,000 shares to eight non-employee consultants (at an
exercise price equal to 50% of the market price on the date of
exercise), none of which have been exercised as of December 31, 2005.
During 2005, the Company granted options for 540,000,000 shares to
various consultants (at an exercise price equal to 50% of the market
price on the date of exercise), all of which were exercised in 2005
resulting in proceeds to the Company of $3,032,000.  As of December
31, 2005, there were options for 30,000,000 shares that remain
unexercised, which result in 30,000,000 shares remaining to be issued
under this plan.

                  Equity Compensation Plan Information
                          December 31, 2005

                                                              Number of
                                                              Securities
                                                               Remaining
                     Number of                             available for future
                 securities to be                           issuance under
                    issued upon       Weighted-average          equity
                    exercise of       exercise price of      compensation
                    outstanding         outstanding         plans (excluding
                 options, warrants    options, warrants    securities reflected
                     and rights          and rights           in column (a))
Plan category           (a)                 (b)                     (c)

Equity
compensation
plans
approved by
security holders         0                   0                       0

Equity
compensation
plans not
approved by
security holders         0                   0                Director's and
                                                              Consultant's
                                                              Stock Plan:
                                                              220,000,000
                                                              shares; Stock
                                                              Incentive Plan:
                                                              30,000,000 shares

Total                    0                   0                Director's and
                                                              Consultant's
                                                              Stock Plan:
                                                              220,000,000
                                                              shares; Stock
                                                              Incentive Plan:
                                                              30,000,000 shares

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Other than as set forth below, during the last two fiscal years
there have not been any relationships, transactions, or proposed
transactions to which the Company was or is to be a party, in which any
of the directors, officers, or 5% or greater shareholders (or any
immediate family thereof) had or is to have a direct or indirect
material interest.

     (a)  On July 14, 2004, the Company entered into a Consulting
Services Agreement with De Joya & Company, Inc., which is controlled
by Mr. De Joya (see Exhibit 10.1).  This agreement covers the services
provided to the Company by Mr. De Joya as chief financial officer.
Under this agreement, the Company agrees to pay $2,000 each month and
500,000 free trading shares of common stock to be issued at the end of
each quarter for a total of four quarters.  The monthly fee is to
increase by 10% beginning on each anniversary date of this agreement.

     (b)  On October 1, 2004, the Company entered into an Employment
Agreement with Mr. Hohman (see Exhibit 10.2).  Under this agreement,
which had a term of three years, Mr. Hohman was to receive a salary of
$120,000 per year.  He was also to receive additional compensation,
including full health insurance for him and his family, four weeks per
year paid vacation time, and stock options, at the discretion of the
Company's board of directors.  However, Mr. Hohman resigned as
president of the Company in February 2005 and as president of its
subsidiary, GameZnFlix Racing and Merchandising, Inc., in March 2005;
therefore, this agreement is no longer in force.

     (c)  On December 31, 2004, the Company issued options covering a
total of 20,000,000 shares of common stock under our Stock Incentive
Plan to five employees of the Company, including our chief executive
officer, our president, and our chief financial officer, for services
rendered to the Company.  These options, which are exercisable into
free trading shares of common stock under that plan, are exercisable
for a period of two years after the grant at $0.007 per share.

     (d)  On March 11, 2005, the Company issued 20,000,000 restricted
shares of common stock to Mr. Gallent as an employment incentive.
These shares were valued at $140,000 ($0.007 per share).

     (e) On July 14, 2005, the Company issued 2,000,000 shares of free
trading common stock to Mr. Crist under our Non-Employee Directors and
Consultants Retainer Stock Plan to compensate him for services as a
director for the Company.  These shares were valued at $7,000 ($0.0035
per share).

     (f)  On August 1, 2005, the Company entered into a new Consulting
Services Agreement with De Joya & Company, Inc. (see Exhibit 10.3).
This agreement also covers the services provided to the Company by Mr.
De Joya as chief financial officer.  Under this agreement, the Company
agrees to pay $3,000 each month and 5,000,000 free trading shares of
common stock to be issued at the end of each quarter for a total of
four quarters.  The monthly fee is to increase by 10% beginning on
each anniversary date of this agreement.  On December 2, 2005, the
Company issued 5,000,000 shares of common stock to Mr. De Joya under
our Non-Employee Directors and Consultants Retainer Stock Plan in
compliance with that agreement.  These shares were valued at $24,500
($0.0049 per share).

     (g)  On September 25, 2005, the Company entered into an
Employment Agreement with Mr. Fleming, its chief executive officer
(see Exhibit 10.4).  Under the terms of this agreement, the Company
will pay Mr. Fleming an annual salary of $200,000 (with a 15% annual
increase during the term of the agreement as established by the board
of directors) and provide certain benefits as set forth in the
agreement.  In the event that the board of directors votes to remove
Mr. Fleming from employment by the Company, he would receive certain
compensation, including restricted shares of common stock of the Company.

     (h)  On September 25, 2005, the Company also entered into an
Employment Agreement with Mr. Gallent, its president (see Exhibit
10.5).  Under the terms of this agreement, the Company will pay Mr.
Gallent an annual salary of $175,000 (with a 15% annual increase
during the term of the agreement as established by the board of
directors) and provide certain benefits as set forth in the agreement.
In the event that the board of directors votes to remove Mr. Gallent
from employment by the Company, he would receive certain compensation,
including restricted shares of common stock of the Company.

     (i)  The Company's corporate office is located in Franklin,
Kentucky at the chief executive officer's home-based office (which is
provided to the company without cost).

     For each of the transactions noted above, the transaction was
negotiated, on the part of the Company, on the basis of what is in the
best interests of the Company and its shareholders.  In addition, in
each case the interested affiliate did vote in favor of the
transaction; however, the full board of directors did make the
determination that the terms in each case were as favorable as could
have been obtained from non-affiliated parties.

     Certain of our officers and directors are engaged in other
businesses, either individually or through partnerships and
corporations in which they have an interest, hold an office, or serve
on a board of directors.  As a result, certain conflicts of interest
may arise between the Company and such officers and directors.  The
Company will attempt to resolve such conflicts of interest in our favor.

ITEM 13.  EXHIBITS.

     Exhibits included or incorporated by reference in this document
are set forth in the Exhibit Index.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees.

     The aggregate fees billed for each of the last two fiscal years
for professional services rendered by Child, Van Wagoner & Bradshaw,
PLLC and Smith & Company (collectively, "Accountants") for the audit
of the Company's annual financial statements, and review of financial
statements included in the Company's Form 10-QSB's: 2005: $43,682;
2004: $39,217.

Audit-Related Fees.

     The aggregate fees billed in each of the last two fiscal years
for assurance and related services by the Accountants that are
reasonably related to the performance of the audit or review of the
Company's financial statements and are not reported under Audit Fees
above: $0.

Tax Fees.

     The aggregate fees billed in each of the last two fiscal years
for professional services rendered by the Accountants for tax
compliance, tax advice, and tax planning: $0.

All Other Fees.

     The aggregate fees billed in each of the last two fiscal years
for products and services provided by the Accountants, other than the
services reported above: $0.

Audit Committee.

     The Company's audit committee consists of Mr. Fleming and Mr. De
Joya, neither of which is an independent director.  The audit
committee has not adopted a written charter.  Mr. De Joya has been
designated as the Audit Committee's "financial expert" in compliance
with Item 401(e) of Regulation S-B.

     The primary responsibility of the Audit Committee is to oversee
our financial reporting process on behalf of the Company's board of
directors and report the result of their activities to the board.
Such responsibilities include, are not limited to, the selection, and
if necessary the replacement, of the Company's independent auditors,
review and discuss with such independent auditors (i) the overall
scope and plans for the audit, (ii) the adequacy and effectiveness of
the accounting and financial controls, including the Company's system
to monitor and manage business risks, and legal and ethical programs,
and (iii) the results of the annual audit, including the financial
statements to be included in our annual report on Form 10-KSB.

     The Company's policy is to pre-approve all audit and permissible
non-audit services provided by the independent auditors.  These
services may include audit services, audit-related services, tax
services and other services.  Pre-approval is generally provided for
up to one year and any pre-approval is detailed as to the particular
service or category of services and is generally subject to a specific
budget.  The independent auditors and management are required to
periodically report to the audit committee regarding the extent of
services provided by the independent auditors in accordance with this
pre-approval, and the fees for the services performed to date.  The
audit committee may also pre-approve particular services on a case-by-
case basis.

                                  SIGNATURES

     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: February 1, 2006                By: /s/ John Fleming
                                       John Fleming, CEO

     Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated:

Signature                    Title                          Date

/s/  John Fleming        Chief Executive                  February 1, 2006
John Fleming             Officer/Secretary/Director

/s/  Donald N. Gallent   President/Director               February 1, 2006
Donald N. Gallent

/s/  Arthur De Joya      Chief Financial Officer          February 1, 2006
Arthur De Joya           (principal financial and
                         accounting officer)

/s/  Mark Crist          Director                         February 1, 2006
Mark Crist

                       CHILD, VAN WAGONER & BRADSHAW, PLLC
                            5296 S. Commerce Dr., #300
                           Salt Lake City, Utah 84107
                                   (801)281-4700

              REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
GameZnFlix, Inc.

We have audited the accompanying consolidated balance sheet of
GameZnFlix, Inc. and Subsidiaries  (a Nevada corporation) as of
December 31, 2005, and the related consolidated statements of
operations, changes in stockholders' equity, and cash flows for the
years ended December 31, 2005 and 2004.  These financial statements
are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements
based on our audits

We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States).  Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
GameZnFlix, Inc. and Subsidiaries as of December 31, 2005 and the
results of its operations, changes in stockholders' equity, and its
cash flows for the years ended December 31, 2005 and 2004, in
conformity with accounting principles generally accepted in the United
States of America.


/s/  Child, Van Wagoner & Bradshaw, PLLC
Certified Public Accountants
Salt Lake City, Utah
January 31, 2006


                              GAMEZNFLIX, INC.
                         CONSOLIDATED BALANCE SHEET
                              DECEMBER 31, 2005

                                    ASSETS

Current assets
Cash                                                        $  5,902,395
Accounts receivable                                               62,500
Inventory                                                         72,485
Prepaid expenses                                                  34,022
Other assets                                                     139,515

Total current assets                                           6,210,917

DVD's and video games library, net                               786,859
Fixed assets, net                                                506,965

Total assets                                                   7,504,741

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable and accrued expenses                            199,751
Deferred revenue                                                  56,493
Note payable - related party                                     175,000
Customer deposits                                                     --
Convertible debenture, net of unamortized
debt discounts of $50,939                                         31,088

Total current liabilities                                        462,332

Long-term liabilities                                                 --

Total liabilities                                                462,332

Commitments and contingencies                                         --

Stockholders' equity
Common stock; $0.001 par value; 4,000,000,000
   shares authorized, 3,291,733,490 issued
and outstanding                                                3,291,733
Additional paid-in capital                                    29,776,675
Stock subscriptions receivable                                (3,187,500)
Prepaid fees paid with common stock                              (95,833)
Accumulated deficit                                          (22,742,666)

Total stockholders' equity                                     7,042,409

Total liabilities and stockholders' equity                     7,504,741

       See accompanying Notes to Consolidated Financial Statements


                               GAMEZNFLIX, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS





                                                                 For the Year Ended      For the Year Ended
                                                                  December 31, 2005       December 31, 2004
                                                                                         
Revenues                                                            $   676,291                $   287,117
Cost of revenues                                                        434,155                    188,415
Gross profit                                                            242,136                     98,702

Operating expenses
Advertising                                                             379,268                  3,044,100
Consulting and professional fees                                      1,188,335                  4,353,911
Depreciation and amortization                                           966,409                    372,842
Selling, general and administrative                                   1,923,999                  2,137,428
Total operating expenses                                              4,458,011                  9,908,281

Loss from operations                                                 (4,215,875)                (9,809,579)

Other income (expense)
Interest expense                                                        (11,652)                    (2,643)
Interest income                                                           9,365                        916
Other income (expense)                                                  (21,370)                    94,005
Total other income (expense)                                            (23,657)                    92,278

Loss before provision for income taxes                               (4,239,532)                (9,717,301)

Provision for income taxes                                                   --                         --

Net loss                                                             (4,239,532)                (9,717,301)

Loss per common share - basic and diluted                                 (0.00)                     (0.02)

Weighted average common shares outstanding -
basic and diluted                                                 1,176,946,498                583,437,443




               See accompanying Notes to Consolidated Financial Statements


                                         GAMEZNFLIX, INC.
               CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY






                                                       Additional      Stock         Prepaid                             Total
                                       Common Stock     Paid-In     Subscriptions   Consulting         Accumulated    Stockholders'
                                    Shares      Amount  Capital       Receivable     Expenses            Deficit         Equity
                                                                                                    
Balance, December 31, 2003      481,474,211   $ 481,474  $ 8,574,047  $        --     $   (937,500)      $ (8,785,833)  $  (667,812)

Prepaid fees expensed during
the year                                 --          --           --           --          937,500                 --       937,500

Issuance of stock related to
   satisfaction of debt             600,000         600       30,425           --               --                 --        31,025

Issuance of stock for legal
   and consulting services       79,803,524      79,804    6,076,693           --               --                 --     6,156,497

Issuance of stock related to
exercise of options
  and warrants                   67,042,294      67,042    2,696,923     (115,549)              --                 --     2,648,416

Issuance of stock through
private placements,
  weighted average price of
$0.015 per share                 18,281,636      18,282      610,503           --               --                --        628,785

Detachable warrant and
beneficial conversion
  feature related to
convertible debenture                    --          --      122,667           --               --                --        122,667

Net loss                                 --          --           --           --               --        (9,717,301)    (9,717,301)

Balance, December 31, 2004      647,201,665     647,202   18,111,258     (115,549)              --       (18,503,134)       139,777

Issuance of common stock for
services,
  weighted average price of
$0.004                          182,573,488     182,573      568,172           --          (95,833)              --         654,912

Issuance of common stock to
satisfy debt, $0.01             11,800,000       11,800      106,200           --               --               --         118,000

Issuance of common stock
related to stock
  subscription agreement
weighted
  average price of $0.03       100,000,000      100,000    2,900,000    (3,000,000)             --               --              --

Issuance of common stock
related to
  exercise of options,
weighted
  average price of $0.006      540,000,000      540,000    2,492,000      (187,500)             --              --        2,844,500

Issuance of common stock
related to
  debt conversion totaling
$67,974 and
  exercise of related stock
warrants at
  $1.09 per share - Golden
Gate Investors, Inc.         1,810,158,337    1,810,158    5,599,045            --               --             --       7,409,203

Proceeds from stock
subscriptions
  receivable                            --           --           --       115,549               --             --         115,549

Net loss                                --           --           --            --               --     (4,239,532)     (4,239,532)

Balance, December 31, 2005   3,291,733,490    3,291,733   29,776,675    (3,187,500)         (95,833)   (22,742,666)      7,042,409




                   See accompanying Notes to Consolidated Financial Statements


                                         GAMEZNFLIX, INC.
                             CONSOLIDATED STATEMENTS OF CASH FLOWS





                                                                 For the Year Ended      For the Year Ended
                                                                  December 31, 2005       December 31, 2004
                                                                                         
Cash flows from operating activities:
Net loss                                                             $ (4,239,532)           $ (9,717,301)
Adjustments to reconcile net loss to net
 cash used in operating activities:
Stock-based compensation                                                  654,912               7,099,599

Debt discount amortization related to
convertible debenture                                                      93,460                      --

Depreciation and amortization                                             966,409                 367,240

Changes in operating assets and liabilities:
Change in accounts receivable                                              5,744                   (3,674)

Change in stock subscription receivable                                       --                   20,000

Change in inventory                                                      (44,657)                (145,366)

Change in prepaid expenses                                                95,166                 (225,020)

Change in other assets                                                   (77,095)                  62,664

Change in accounts payable and accrued expenses                         (484,662)                 247,098

Change in deferred revenue                                                56,493                       --

Net cash used in operating activities                                 (2,973,762)              (2,294,760)

Cash flows from investing activities:
Purchase of DVD's & games library                                     (1,199,785)                (690,863)

Purchase of fixed assets                                                (270,236)                (309,691)

Net cash used in investing activities                                 (1,470,021)              (1,000,554)

Cash flows from financing activities:
Payments on notes payable                                                     --                   (4,975)

Payments on related party notes payable                                  (86,370)                      --

Proceeds on notes payable                                                     --                   42,605

Proceeds from stock issuances                                         10,369,252                3,277,201

Net cash provided by financing activities                             10,282,882                3,314,831

Net change in cash and cash equivalents                                5,839,099                   19,517

Cash, beginning of period                                                 63,295                   43,778

Cash, end of period                                                    5,902,394                   63,295





                See accompanying Notes to Consolidated Financial Statements


                                      GAMEZNFLIX, INC.
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              DECEMBER 31, 2005 AND 2004

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The summary of significant accounting policies of GameZnFlix, Inc. and
subsidiaries ("Company") is presented to assist in understanding the
Company's consolidated financial statements. The financial statements
and notes are representations of the Company's management, which is
responsible for their integrity and objectivity. These accounting
policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.

Organization

The Company was originally formed under the laws of the State of
Delaware in June 1997 under the name SyCo Comics and Distribution Inc.
and is the successor to a limited partnership named SyCo Comics and
Distribution, formed under the laws of the Commonwealth of Virginia on
January 15, 1997. On February 17, 1999, SyCo Comics and Distribution
Inc. changed its name to Syconet.com, Inc. On April 12, 2002 the
Company adopted an Agreement and Plan of Merger for the purpose of
redomiciling the Company to the State of Nevada. The Company then
discontinued its operations as Syconet.com, Inc. and changed its name
to Point Group Holding, Incorporated effective November 21, 2002. On
November 21, 2003, the Company changed its name to GameZnFlix, Inc.

Nature of Business

The Company provides online movies (also referred to as "DVD") and
video game rentals to subscribers through its internet website
www.gameznflix.com. Aside from having a comprehensive movie library of
titles, the Company also provides subscribers with access to a
comprehensive games library of Xbox, Playstation 2, Playstation, and
Nintendo Gamecube titles. All titles in the library used to provide
rentals to subscribers are owned by the Company and are further
described in these Notes in the section titled "DVD's and Video Games
Library."  In March 2004, the Company launched its website,
http://www.gameznflix.com, and began operating in the online movie and
video game rental industry. Subscribers of gameznflix.com are located
within the United States of America. The Company maintains its
headquarters in Franklin, Kentucky and its movie and games rental
shipping facilities in California, Colorado, Kentucky, and Pennsylvania.

Basis of Presentation

The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries: GameZnFlix Racing and
Merchandising, Inc. (formerly known as AmCorp Group, Inc.), a Nevada
corporation, Naturally Safe Technologies, Inc., a Nevada corporation
("NSTI"), and Veegeez.com, LLC, a California limited liability
company.  All intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenue
and expenses during the reporting period. Because of the use of
estimates inherent in the financial reporting process, actual results
could differ significantly from those estimates.

Reclassifications

Certain amounts reported in previous years have been reclassified to
conform to the current year presentation.

Fair Value of Financial Instruments

The fair value of the Company's cash, accounts receivable, accounts
payable, accrued expenses and notes payable approximates their
carrying value due to their short maturity.

Cash and Cash Equivalents

The Company maintains cash balances in accounts with well-respected
institutions. There are times when the balances exceed federally
insured limits. For the purpose of the statements of cash flows, all
highly liquid investments with an original maturity of three months or
less are considered to be cash equivalents. There were no cash
equivalents as of December 31, 2005.

Inventory

Inventory consists of DVD and video game products for sale. All
inventory items are stated at the lower of cost (first-in, first-out)
or market value.

Property, Plant, and Equipment

Property and equipment are carried at cost less accumulated
depreciation. Depreciation is calculated using the straight-line
method over the shorter of the estimated useful lives of the
respective assets, generally from three years to five years, and forty
years for a building.

Impairment of Long-Lived Assets

In accordance with Statement of Financial Accounting Standards
("SFAS") No. 144, "Accounting for the Impairment or Disposal of Long-
Lived Assets," long-lived assets such as property and equipment and
intangible assets subject to amortization, are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying
amount of an asset group may not be recoverable.  Recoverability of
assets groups to be held and used is measured by a comparison of the
carrying amount of an asset group to estimated undiscounted future
cash flows expected to be generated by the asset group.  If the
carrying amount of an asset group exceeds its estimated future cash
flows, an impairment charge is recognized by the amount by which the
carrying amount of an asset group exceeds fair value of the asset
group.  The Company evaluated its long-lived assets and recorded
impairment charges during fiscal year 2004 related to certain assets
in its subsidiary NSTI which have been reflected within selling,
general and administrative expenses in the accompanying consolidated
statements of operations for the year ended December 31, 2004.

DVD's and Video Games Library

DVD's and video games are recorded at historical cost and depreciated
using the straight-line method over a twelve-month period.  The
Company has no immediate plans to have any part of its DVD's and video
games library sold and accordingly no salvage value is provided.
However, if the Company does sell any of its DVD's and video games
library, the Company will re-evaluate its depreciation policy in terms
of the salvage value.

Because of the nature of the business, the Company experiences a
certain amount of loss, damage, or theft of its DVD's and video games.
This loss is shown in the cost of sales section of the Statements of
Operations.  Any accumulated depreciation associated with this item is
accounted for on a first-in-first-out basis and treated as a reduction
to depreciation expense in the month the loss is recognized.

Revenue Recognition and Cost of Revenue

Subscription revenues are recognized ratably during each subscriber's
monthly subscription period. Refunds to subscribers are recorded as a
reduction of revenues. Revenues from sales of DVD's and video games
are recorded upon shipment.

Cost of subscription revenues consists of referral expenses,
fulfillment expenses, and postage and packaging expenses related to
DVD's and video games provided to paying subscribers. Revenue sharing
expenses are recorded as DVD's subject to revenue sharing agreements
are shipped to subscribers.  Cost of DVD sales include the net book
value of the DVD's sold and, where applicable, a contractually
specified percentage of the sales value for the DVD's that are subject
to revenue share agreements.  DVD sales are considered non-significant
and an incidental part of the business.  Therefore, sales and related
expenses were not separately accounted for.

Revenue from proprietary software sales that does not require further
commitment from the Company is recognized upon shipment. Consulting
revenue is recognized when the services are rendered.  License revenue
is recognized ratably over the term of the license.

The cost of services, consisting of staff payroll, outside services,
equipment rental, communication costs and supplies, is expensed as incurred.

Fulfillment Expenses

Fulfillment expenses represent those costs incurred in operating and
staffing the Company's fulfillment and customer service centers,
including costs attributable to receiving, inspecting and warehousing
the Company's DVD's and video games library.

Advertising Costs

The Company expenses all costs of advertising as incurred.
Advertising costs for the years ended December 31, 2005 and 2004 were
$379,268 and $3,044,100, respectively.

Income Taxes

The Company accounts for income taxes using the asset and liability
method. Deferred income taxes are recognized by applying enacted
statutory tax rates applicable to future years to differences between
the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and operating loss and tax
credit carry forwards. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.  The measurement of deferred
tax assets is reduced, if necessary, by a valuation allowance for any
tax benefits for which future realization is uncertain.

At December 31, 2005, the Company has net operating loss carry
forwards totaling approximately $15,000,000. The carry forwards begin
to expire in fiscal year 2017. The Company has established a valuation
allowance for the full tax benefit of the operating loss carryovers
due to the uncertainty regarding realization.

Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income
(loss) by the weighted-average number of outstanding shares of common
stock during the period. Diluted net income (loss) per share is
computed by dividing the weighted-average number of outstanding shares
of common stock, including any potential common shares outstanding
during the period, when the potential shares are dilutive. Potential
common shares consist primarily of incremental shares issuable upon
the assumed exercise of stock options and warrants to purchase common
stock using the treasury stock method. The calculation of diluted net
income (loss) per share gives effect to common stock equivalents;
however, potential common shares are excluded if their effect is
antidilutive, as they were during 2005 and 2004. During 2005 and 2004,
the number of potential common shares excluded from diluted weighted-
average number of outstanding shares was 30,000,000 and 28,761,468,
respectively.

Dividends

The Company has not yet adopted any policy regarding payment of
dividends.  No dividends have been paid or declared since inception.

Segment Reporting

The Company follows SFAS No. 130, "Disclosures About Segments of an
Enterprise and Related Information."  The Company operates as a single
segment and will evaluate additional segment disclosure requirements
as it expands its operations.

Stock-Based Compensation

Up through December 31, 2005, the Company accounted for stock-based
awards to employees in accordance with Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees" and
related interpretations and has adopted the disclosure-only
alternative of SFAS No. 123, "Accounting for Stock-Based
Compensation."  Options granted to consultants, independent
representatives and other non-employees are accounted for using the
fair value method as prescribed by SFAS No. 123.

Recent Pronouncements

In November 2004, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 151, "Inventory Costs," an amendment of Accounting
Research Bulletin No. 43, Chapter 4.  SFAS No. 151 clarifies that
abnormal inventory costs such as costs of idle facilities, excess
freight and handling costs, and wasted materials (spoilage) are
required to be recognized as current period charges.  The provisions
of SFAS No. 151 are effective for fiscal years beginning after June
15, 2005.  The adoption of SFAS No. 151 is not expected to have a
significant impact on the Company's operating results or financial
position.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of
Nonmonetary Assets," which eliminates the exception for nonmonetary
exchanges of similar productive assets and replaces it with a general
exception for exchanges of nonmonetary assets that do not have
commercial substance.  SFAS No. 153 is effective for nonmonetary asset
exchanges occurring in fiscal periods beginning after June 15, 2005.
The adoption of SFAS No. 153 does not currently have an impact on the
Company's operating results or financial position.

In December 2004, the FASB issued SFAS No. 123(R), "Share-Based
Payment," which establishes standards for transactions in which an
entity exchanges its equity instruments for goods or services.  This
standard replaces SFAS No. 123 and supersedes APB Opinion No. 25,
Accounting for Stock-based compensation. This Standard requires a
public entity to measure the cost of employee services received in
exchange for an award of equity instruments based on the grant-date
fair value of the award. This eliminates the exception to account for
such awards using the intrinsic method previously allowable under APB
Opinion No. 25. SFAS No. 123(R) is effective for interim or annual
reporting periods beginning on or after June 15, 2005. The Company
previously adopted the fair value recognition provisions of SFAS No.
123, "Accounting for Stock-Based Compensation," in the second quarter
of 2003, and restated prior periods at that time.  Accordingly the
Company is unable to determine at this time the impact SFAS No. 123(R)
will have on its balance sheet or income statements.

NOTE 2 - DVDS AND VIDEO GAMES LIBRARY

DVD's and video games library as of December 31, 2005 consisted of the
following:

DVD's and video games library                       $2,041,277
Less accumulated amortization                       (1,254,418)

DVD's and video games library, net                  $  786,859

NOTE 3 - FIXED ASSETS

Fixed assets as of December 31, 2005 consisted of the following:

Computers and software                              $   93,564
Furniture and fixtures                                  46,343
Automobiles                                             83,662
Office building                                        367,963
                                                       591,532
Less accumulated depreciation                          (84,567)

Fixed assets, net                                   $  506,965

NOTE 4 - NOTE PAYABLE - RELATED PARTY

Note payable - related party as of December 31, 2005 consists of a
promissory note payable totaling $175,000 to an investor, due on
demand (past due maturity and in default), secured by assets of NSTI
and bears no interest.

NOTE 5 - CONVERTIBLE DEBENTURE

As of December 31, 2005, a convertible debenture totaling $82,027
matures November 2007, is unsecured and bears an annual interest rate
of 4.75%. The convertible debenture is convertible into shares of
common stock equal to the principal amount of the debenture being
converted multiplied by 110, less the product of the conversion price
multiplied by 100 times the dollar amount. The conversion price shall
be based on the lesser of $0.20 per share or 82% of the average of the
lowest volume weighted average prices during the 20 trading days prior
to the debt holder's election to convert such unpaid balances.
Additionally, the debt holder is entitled to warrants to purchase
15,000,000 shares of common stock at an exercise price of $1.09 per
share. In accordance with Emerging Issues Task Force No. 00-27, the
Company has determined the value of the convertible debenture and the
fair value of the detachable warrants issued in connection with this
debt.  The estimated value of the warrants of $44,870 was determined
using the Black-Scholes option pricing model under the following
assumptions: life of 1 year, risk free interest rate of 3.5%, a
dividend yield of 0% and volatility of 207%.  The face amount of the
debt of $150,000 was proportionately allocated to the convertible debt
and the warrants in the amounts of $105,130 and $44,870, respectively.
The value of the note was then allocated between the debt and the
beneficial conversion feature, which attributed to $27,333 and
$77,797, respectively. The combined total discount is $122,667, which
is being amortized and treated as financing cost over the term of the
convertible debt using the effective interest method. For the years
ended December 31, 2005 and 2004, the Company has amortized a total of
$66,126 and $5,602, respectively.

NOTE 6 - STOCK SUBSCRIPTIONS RECEIVABLE

As of December 31, 2005, stock subscriptions receivable totaling
$3,187,500 consist of three investors whereby approximately
163,846,000 shares of common stock had been issued related to these
receivable balances.  The Company's management has reviewed and
evaluated these receivable balances and believes there is no
collectibility issue with regards to such receivable.

NOTE 7 - STOCK COMPENSATION PLANS

(a)  On July 1, 2001, the Company adopted a Non-Employee Directors and
Consultants Retainer Stock Plan (the Company adopted Amendment No. 7
to this plan on July 13. 2005).  The purposes of the plan are to
enable the Company to promote its interests by attracting and
retaining non-employee directors and consultants capable of furthering
its business and by aligning their economic interests more closely
with those of the Company's shareholders, by paying their retainer or
fees in the form of shares of common stock.  As of December 31, 2004,
all 575,000,000 shares of common stock authorized under this plan have
been registered as a result of various Forms S-8 filed with the
Securities and Exchange Commission.  127,573,488 shares were issued
under this plan during fiscal year 2005.  As of December 31, 2005,
there were 220,000,000 shares of common stock remaining to be issued
under this plan.

(b)  On April 25, 2003, the Company adopted a Stock Incentive Plan
(the Company adopted Amendment No. 4 to this plan on July 13, 2005).
This plan is intended to allow directors, officers, employees, and
certain non-employees of the Company to receive options to purchase
its common stock.  The purpose of this plan is to provide these
persons with equity-based compensation incentives to make significant
and extraordinary contributions to the long-term performance and
growth of the Company, and to attract and retain employees. As of
December 31, 2004, all 600,000,000 shares of common stock authorized
under this plan have been registered as a result of various Forms S-8
filed with the Securities and Exchange Commission.  Options granted
under this plan are to be exercisable at whatever price is established
by the board of directors, in its sole discretion, on the date of the grant.

During 2003, the Company granted options for 25,000,000 shares to two
non-employee consultants (one at an exercise price equal to 75% of the
market price on the date of exercise and the other at 50% of the
market price on the date of exercise), all of which were exercised in
2004.  During August 2004, the Company granted options for 42,042,294
shares to three non-employee consultants (at an exercise price equal
to 50% of the market price on the date of exercise), all of which were
exercised in 2004.  During December 2004, the Company granted options
for 30,000,000 shares to eight non-employee consultants (at an
exercise price equal to 50% of the market price on the date of
exercise), none of which have been exercised as of December 31, 2005.
During 2005, the Company granted options for 540,000,000 shares to
various consultants (at an exercise price equal to 50% of the market
price on the date of exercise), all of which were exercised in 2005
resulting in proceeds to the Company of $3,032,000.  As of December
31, 2005, there were options for 30,000,000 shares that remain
unexercised, which result in 30,000,000 shares remaining to be issued
under this plan.

(c)  The Company has adopted only the disclosure provisions of SFAS
No. 123, "Accounting for Stock-Based Compensation."  Therefore, the
Company continues to account for stock-based compensation under APB
Opinion No. 25, under which no compensation cost has been recognized.
Had compensation cost for the stock based compensation been determined
based upon the fair value of the awards at the grant date consistent
with the methodology prescribed by SFAS No. 123, the Company's net
loss and loss per share would not have been changed. With respect to
options granted to outside consultants, the Company uses the Black-
Scholes method of calculating the fair value for purposes of recording
compensation.  Because the eventual exercise price of the options was
so much higher than the market price of the stock on the grant date,
there is no value to assign to the options, and no compensation has
been recognized.

NOTE 8 - SUBSEQUENT EVENTS

On January 6, 2006, the Company adopted the 2006 Non-Employee
Directors and Consultants Retainer Stock Plan, which registered
150,000,000 shares under a Form S-8 filed on January 17, 2006.  Also,
on that date, the Company adopted the 2006 Stock Incentive Plan, which
registered 250,000,000 shares under that Form S-8.

                                EXHIBIT INDEX

Number                  Description

2.1     Agreement and Plan of Merger between the Registrant
        (formerly known as Syconet.com, Inc., a Nevada corporation)
        and Syconet.com, Inc., a Delaware corporation, dated
        December 1, 2001 (incorporated by reference to Exhibit 2.1
        of the Form 10-KSB filed on April 15, 2003).

2.2     Acquisition Agreement between the Registrant and
        shareholders of AmCorp Group, Inc., dated September 13, 2002
        (incorporated by reference to Exhibit 2 of the Form 8-K
        filed on September 23, 2002).

2.3     Acquisition Agreement between the Registrant and
        shareholders of Naturally Safe Technologies, Inc., dated
        October 31, 2002 (incorporated by reference to Exhibit 2 of
        the Form 8-K filed on November 13, 2002).

2.4     Acquisition Agreement between the Registrant and shareholders
        of Veegeez.com, LLC, dated September 25, 2003 (incorporated
        by reference to Exhibit 2 of the Form 8-K filed on October 9,
        2003).

3.1     Articles of Incorporation, dated December 19, 2001
        (incorporated by reference to Exhibit 3.1 of the Form 10-KSB
        filed on April 15, 2003).

3.2     Certificate of Amendment to Articles of Incorporation,
        dated November 21, 2002 (incorporated by reference to
        Exhibit 3.2 of the Form 10-KSB filed on April 15, 2003).

3.3     Certificate of Amendment to Articles of Incorporation,
        dated March 5, 2003 (incorporated by reference to Exhibit
        3.3 of the Form 10-KSB filed on April 15, 2003).

3.4     Certificate of Amendment to Articles of Incorporation, dated
        July 11, 2003 (incorporated by reference to Exhibit 3.4 of
        the Form 10-QSB filed on August 20, 2003).

3.5     Certificate of Amendment to Articles of Incorporation, dated
        January 26, 2004 (incorporated by reference to Exhibit 3.5
        of the Form 10-KSB filed on April 19, 2004).

3.6     Certificate of Amendment to Articles of Incorporation, dated
        December 16, 2004 (incorporated by reference to Exhibit 3 of
        the Form 8-K filed on December 21, 2004)

3.7     Certificate of Amendment to Articles of Incorporation, dated
        July 19, 2005 (incorporated by reference to Exhibit 3 of the
        Form 8-K filed on July 22, 2005).

3.8     Bylaws (incorporated by reference to Exhibit 3.2 of the Form
        10-SB filed on January 25, 2000).

4.1     Specimen Common Stock Certificate (incorporated by reference
        to Exhibit 4 of the Form 10-SB/A filed on March 21, 2000).

4.2     1997 Incentive Compensation Program, as amended
        (incorporated by reference to Exhibit 10.1 of the Form SB-2
        POS filed on August 28, 2000).

4.3     Common Stock Purchase Warrant issued to Alliance Equities,
        Inc., dated May 21, 2000 (incorporated by reference to
        Exhibit 4.1 to the Form SB-2 filed on June 2, 2000).

4.4     Form of Redeemable Common Stock Purchase Warrant to be
        issued to investors in the private placement offering, dated
        January 27, 2000 (incorporated by reference to Exhibit 4.2
        to the Form SB-2/A filed on June 27, 2000).

4.5     Redeemable Common Stock Purchase Warrant issued to
        Diversified Leasing Inc., dated May 1, 2000 (incorporated by
        reference to Exhibit 4.3 of the Form SB-2/A filed on June
        27, 2000).

4.6     Redeemable Common Stock Purchase Warrant issued to
        John P. Kelly, dated August 14, 2000 (incorporated by
        reference to Exhibit 4.4 of the Form SB-2 POS filed on
        August 28, 2000).

4.7     Redeemable Common Stock Purchase Warrant for Frank
        N. Jenkins, dated August 14, 2000 (incorporated by reference
        to Exhibit 4.5 of the Form SB-2 POS filed on August 28, 2000).

4.8     Redeemable Common Stock Purchase Warrant for
        Ronald Jenkins, dated August 14, 2000 (incorporated by
        reference to Exhibit 4.6 of the Form SB-2 POS filed on
        August 28, 2000).

4.9     Non-Employee Directors and Consultants Retainer Stock Plan,
        dated July 1, 2001 (incorporated by reference to Exhibit 4.1
        of the Form S-8 filed on February 6, 2002).

4.10    Consulting Services Agreement between the Registrant and
        Richard Nuthmann, dated July 11, 2001 (incorporated by
        reference to Exhibit 4.2 of the Form S-8 filed on February
        6, 2002).

4.11    Consulting Services Agreement between the Registrant and
        Gary Borglund, dated July 11, 2001 (incorporated by
        reference to Exhibit 4.3 of the Form S-8 filed on February
        6, 2002).

4.12    Consulting Services Agreement between the Registrant and
        Richard Epstein, dated July 11, 2001 (incorporated by
        reference to Exhibit 4.4 of the Form S-8 filed on February
        6, 2002).

4.13    Amended and Restated Non-Employee Directors and Consultants
        Retainer Stock Plan, dated July 1, 2002 (incorporated by
        reference to Exhibit 4 of the Form S-8 filed on July 30, 2002).

4.14    Amended and Restated Non-Employee Directors and Consultants
        Retainer Stock Plan (Amendment No. 2), dated April 25, 2003
        (incorporated by reference to Exhibit 4.1 of the Form S-8
        filed on May 12, 2003).

4.15    Stock Incentive Plan, dated April 25, 2003 (incorporated by
        reference to Exhibit 4.2 of the Form S-8 filed on May 12, 2003).

4.16    Amended and Restated Non-Employee Directors and Consultants
        Retainer Stock Plan (Amendment No. 3), dated August 17, 2003
        (incorporated by reference to Exhibit 4 of the Form S-8 POS
        filed on September 3, 2003).

4.17    Amended and Restated Non-Employee Directors and Consultants
        Retainer Stock Plan (Amendment No. 4), dated November 17,
        2003 (incorporated by reference to Exhibit 4 of the Form S-8
        POS filed on December 9, 2003).

4.18    Amended and Restated Non-Employee Directors and Consultants
        Retainer Stock Plan (Amendment No. 5), dated May 20, 2004
        (incorporated by reference to Exhibit 4 of the Form S-8 POS
        filed on May 25, 2004).

4.19    Amended and Restated Stock Incentive Plan, dated August 23,
        2004 (incorporated by reference to Exhibit 4 of the Form S-8
        POS filed on August 31, 2004).

4.20    Securities Purchase Agreement between GameZnFlix and Golden
        Gate Investors, Inc., dated November 11, 2004 (incorporated
        by reference to Exhibit 4.1 of the Form 8-K filed on
        November 30, 2004).

4.21    Warrant to Purchase Common Stock issued by GameZnFlix in
        favor of Golden Gate Investors, Inc., dated November 11,
        2004 (incorporated by reference to Exhibit 4.2 of the Form
        8-K filed on November 30, 2004).

4.22    Registration Rights Agreement between GameZnFlix and Golden
        Gate Investors, Inc., dated November 11, 2004 (incorporated
        by reference to Exhibit 4.3 of the Form 8-K filed on
        November 30, 2004).

4.23    Addendum to Convertible Debenture and Securities Purchase
        Agreement between GameZnFlix and Golden Gate Investors,
        Inc., dated November 17, 2004 (incorporated by reference to
        Exhibit 4.4 of the Form 8-K filed on November 30, 2004).

4.24    Addendum to Convertible Debenture and Securities Purchase
        Agreement between GameZnFlix and Golden Gate Investors,
        Inc., dated December 17, 2004 (incorporated by reference to
        Exhibit 4.5 of the Form 8-K/A filed on January 18, 2005).

4.25    Amended and Restated Non-Employee Directors and Consultants
        Retainer Stock Plan (Amendment No. 6), dated January 28,
        2005 (incorporated by reference to Exhibit 4.1 of the Form
        S-8 POS filed on February 2, 2005).

4.26    Amended and Restated Stock Incentive Plan (Amendment No. 2),
        dated January 28, 2005 (incorporated by reference to Exhibit
        4.2 of the Form S-8 POS filed on February 2, 2005).

4.27    Amended and Restated Stock Incentive Plan (Amendment No. 3),
        dated April 15, 2005 (incorporated by reference to Exhibit 4
        of the Form S-8 POS filed on April 18, 2005 ).

4.28    Amended and Restated Non-Employee Directors and Consultants
        Retainer Stock Plan (Amendment No. 7), dated July 13, 2005
        (incorporated by reference to Exhibit 4.1 of the Form S-8
        POS filed on July 21, 2005 ).

4.29    Amended and Restated Stock Incentive Plan (Amendment No. 4),
        dated July 13, 2005 (incorporated by reference to Exhibit
        4.2 of the Form S-8 POS filed on July 21, 2005 ).

4.30    2006 Non-Employee Directors and Consultants Retainer Stock
        Plan, dated January 6, 2006 (incorporated by reference to
        Exhibit 4.1 of the Form S-8 fled on January 17, 2006.

4.31    2006 Stock Incentive Plan, dated January 6, 2006
        (incorporated by reference to Exhibit 4.2 of the Form S-8
        filed on January 17, 2006).

10.1    Consulting Services Agreement between the Company and De
        Joya & Company, Inc., dated July 9, 2004 (filed herewith).

10.2    Employment Agreement between the Company and Gary Hohman,
        dated October 1, 2004 (incorporated by reference to Exhibit
        10 of the Form 8-K filed on October 8, 2004).

10.3    Consulting Services Agreement between the Company and De
        Joya & Company, Inc., dated August 1, 2005 (incorporated by
        reference to Exhibit 10 of the Form 8-K filed on February 1, 2006).

10.4    Employment Agreement between the Company and John J.
        Fleming, dated September 25, 2005 (incorporated by reference
        to Exhibit 10.1 of the Form 8-K filed on September 28, 2005).

10.5    Employment Agreement between the Company and Donald N.
        Gallent, dated September 25, 2005 (incorporated by reference
        to Exhibit 10.2 of the Form 8-K filed on September 28, 2005).

10.6    Services Agreement between the Company and Circuit City
        Stores, Inc., dated October 4, 2005 (including Exhibit A:
        Standard Terms and Conditions; and Exhibit C: Test
        Locations) (excluding Exhibit B: Service and Fee Schedule)
        (incorporated by reference to Exhibit 10 of the Form 8-K
        filed on October 6, 2005).

10.7    Amendment #1 to Services Agreement between the Company and
        Circuit City Stores, Inc., dated December 28, 2005
        (incorporated by reference to Exhibit 10.2 of the Form 8-K/A
        filed on January 5, 2006).

16.1    Letter on Change in Certifying Accountant (incorporated by
        reference to Exhibit 16 of the Form 8-K/A filed on August
        24, 2001).

16.2    Letter on Change in Certifying Accountant (incorporated by
        reference to Exhibit 16 of the Form 8-K/A filed on March 7, 2002).

16.3    Letter on Change in Certifying Accountant (incorporated by
        reference to Exhibit 16 of the Form 8-K/A filed on November
        5, 2002).

16.4    Letter on Change in Certifying Accountant (incorporated by
        reference to Exhibit 16 of the Form 8-K/A filed on April 29, 2003).

16.5    Letter on Change in Certifying Accountant (incorporated by
        reference to Exhibit 16 of the Form 8-K/A filed on January
        21, 2004).

16.6    Letter on Change in Certifying Accountant, dated
        January 2, 2006 (incorporated by reference to Exhibit 16 of
        the Form 8-K filed on January 5, 2006).

21      Subsidiaries of GameZnFlix (incorporated by reference to
        Exhibit 21 of the Form 10-KSB filed on April 1, 2005).

23      Consent of independent registered public accounting firm
        (filed herewith).

31.1    Rule 13a-14(a)/15d-14(a) Certification of John Fleming
        (filed herewith).

31.2    Rule 13a-14(a)/15d-14(a) Certification of Arthur DeJoya
       (filed herewith).

32     Section 1350 Certification of John Fleming and Arthur DeJoya
       (filed herewith).

99.1   Patent issued to Donald V. Duffy, Jr., dated October 17,
       2000 (incorporated by reference to Exhibit 99.2 of the Form
       10-KSB filed on April 15, 2003).

99.2   Press Release Issued by the Company, dated September 30,
       2004 (incorporated by reference to Exhibit 99 of the Form 8-
       K filed on October 8, 2004).

99.3   Press Release Issued by the Company, dated February 4, 2005
       (incorporated by reference to Exhibit 99 of the Form 8-K
       filed on February 7, 2005).

99.4   Press Release issued by the Company, dated October 5, 2005
       (incorporated by reference to Exhibit 99 of the Form 8-K
       filed on October 6, 2005).

EX-10.1

                                  EX-10.1
                    CONSULTING SERVICES AGREEMENT

                    CONSULTING SERVICES AGREEMENT

     This Consulting Services Agreement ("Agreement"), dated July 9,
2004 is made by and between De Joya & Company, Inc., a Nevada
corporation, and its representative Arthur de Joya (collectively
referred to as the "Consultant"), whose address is 8275 S. Eastern
Avenue, Suite 250, Las Vegas, Nevada 89123, and GameZnFlix, Inc., a
Nevada corporation ("Client"), having its principal place of business
at 1535 Blackjack Road, Franklin, Kentucky 42134.

     WHEREAS, Consultant has extensive background and knowledge in the
area of federal securities laws and regulations related to accounting
issues and accounting knowledge;

     WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in his
area of knowledge and expertise on the terms and subject to the
conditions set forth herein;

     WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the NASDAQ Over-the-Counter Bulletin Board
(OTCBB) market under the ticker symbol "GZFX," and desires to further
develop its business; and

     WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in his
area of knowledge and expertise on the terms and subject to the
conditions set forth herein.

     NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Provide services related to and customary to that of a person
serving in Chief Financial Officer position, as well as, services
related to Securities and Exchange Commission filings and assist in
such filings, and review monthly financial information for the next 12
months commencing on July 10, 2004.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as consideration
for services provided, Two Thousand Dollars ($2,000.00) to be paid in
cash monthly and 500,000 unrestricted shares of GameZnFlix common
stock to be issued at the end of each quarter for a total of four (4)
quarters.  Monthly fee of $2,000 shall be due and payable not later
than the fifteenth (15th) of each month, beginning with the first
payment due on July 15, 2004.    Such monthly fees shall increase by
ten percent (10%) beginning on each anniversary date of the Agreement.
500,000 unrestricted shares shall be issued on the fifteenth (15th)
day of the third month of each quarter beginning with the first
issuance on September 30, 2004.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may be
disclosed to the other party, including, but not limited to, product
and business plans, software, technical processes and formulas, source
codes, product designs, sales, costs and other unpublished financial
information, advertising revenues, usage rates, advertising
relationships, projections, and marketing data ("Confidential
Information"). Confidential Information shall not include information
that the receiving party can demonstrate (a) is, as of the time of its
disclosure, or thereafter becomes part of the public domain through a
source other than the receiving party, (b) was known to the receiving
party as of the time of its disclosure, (c) is independently developed
by the receiving party , or (d) is subsequently learned from a third
party not under a confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15) days
of the due date.  Failure of Client to finally pay any fees within
fifteen (15) days after the applicable due date shall be deemed a
material breach of this Agreement, justifying suspension of the
performance of the "Services" provided by Consultant, will be
sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client from
payment of fees, and, in the event of collection enforcement, Client
shall be liable for any costs associated with such collection,
including, but not limited to, legal costs, attorneys' fees, courts
costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees to the
extent that such action is based upon a claim that: (i) is true, (ii)
would constitute a breach of any of Client's representations,
warranties, or agreements hereunder, or (iii) arises out of the
negligence or willful misconduct of Client, or any Client content to
be provided by Client and does not violate any rights of third
parties, including, without limitation, rights of publicity, privacy,
patents, copyrights, trademarks, trade secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold harmless
Client, its directors, employees and agents, and defend any action
brought against same with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees, to
the extent that such an action arises out of the gross negligence or
willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified party
shall promptly provide the indemnifying party with written notice of
any claim, which the indemnified party believes falls within the scope
of the foregoing paragraphs. The indemnified party may, at its
expense, assist in the defense if it so chooses, provided that the
indemnifying party shall control such defense, and all negotiations
relative to the settlement of any such claim. Any settlement intended
to bind the indemnified party shall not be final without the
indemnified party's written consent, which shall not be unreasonably
withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to Consultant's
obligations under this Agreement or otherwise for consequential,
exemplary, special, incidental, or punitive damages even if Consultant
has been advised of the possibility of such damages. In any event, the
liability of Consultant to Client for any reason and upon any cause of
action, regardless of the form in which  the legal or equitable action
may be brought, including, without limitation, any action in tort or
contract, shall not exceed ten percent (10%) of the fee paid by Client
to Consultant for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective as of July 9, 2004 and
shall terminate three (3) years thereafter. Unless otherwise agreed
upon in writing by Consultant and Client, this Agreement shall not
automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30) calendar
day's written notice, or if prior to such action, the other party
materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise provided
in this Agreement, such breach by either party will result in the
other party being responsible to reimburse the non-defaulting party
for all costs incurred directly as a result of the breach of this
Agreement, and shall be subject to such damages as may be allowed by
law including all attorneys' fees and costs of enforcing this
Agreement.

(c)  Termination and Payment.

Any termination of this Agreement by Client before the expiration
of its term shall require a ninety days notice.  Otherwise,
termination mutually agreed to by both parties or expiration of this
Agreement, Client shall pay all unpaid and outstanding fees through
the effective date of termination or expiration of this Agreement. And
upon such termination, Consultant shall provide and deliver to Client
any and all outstanding services due through the effective date of the
termination.  Furthermore, upon termination for any reason, the
Consultant shall be entitled to the unrestricted shares earned up
through the date of termination.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant and Client.  Accordingly, consultant
is obligated to render services to Client for a maximum of forty (40)
hours per month during the term of the Agreement, which such hours can
be performed at any time during each month.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall not be
capable of being waived or varied other than by an express waiver or
variation in writing.  Any failure to exercise or any delay in
exercising any of such rights shall not operate as a waiver or
variation of that or any other such right.  Any defective or partial
exercise of any of such rights shall not preclude any other or further
exercise of that or any other such right.  No act or course of conduct
or negotiation on the part of any party shall in any way preclude such
party from exercising any such right or constitute a suspension or any
variation of any such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators, representatives,
successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof.  There are no promises,
agreements, conditions, undertakings, understandings, warranties,
covenants or representations, oral or written, express or implied,
between them with respect to this Agreement or the matters described
in this Agreement, except as set forth in this Agreement.  Any such
negotiations, promises, or understandings shall not be used to
interpret or constitute this Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole or
in part, without the written consent of the other party, and any
purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In the
event that any provision of this Agreement is found by any court or
other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of
this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall be
deemed to include each of the singular, and pronouns of one or no
gender shall be deemed to include the equivalent pronoun of the other
or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made, executed
and delivered pursuant to this Agreement, the parties hereto agree to
make, execute and deliver or cause to be made, executed and delivered,
to the requesting party such other instruments and to take such other
actions as the requesting party may reasonably require to carry out
the terms of this Agreement and the transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or by
mail (either a. United States mail, postage prepaid, or b. Federal
Express or similar generally recognized overnight carrier), addressed
as follows (subject to the right to designate a different address by
notice similarly given):

To Client:

John Fleming, President
GameZnFlix, Inc.
1535 Blackjack Road
Franklin, Kentucky 42134

To Consultant:

De Joya & Company, Inc.
8275 S. Eastern Avenue, Suite 250
Las Vegas, Nevada 89123

(l)  Governing Law.

This Agreement shall be governed by the interpreted in accordance
with the laws of the State of Nevada without reference to its
conflicts of laws rules or principles.  Each of the parties consents
to the exclusive jurisdiction of the federal courts of the State of
Nevada in connection with any dispute arising under this Agreement and
hereby waives, to the maximum extent permitted by law, any objection,
including any objection based on forum non coveniens, to the bringing
of any such proceeding in such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent and
authority to execute and deliver this Agreement on behalf of such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which together
shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and have agreed to and accepted the terms herein on the date
written above.


GameZnFlix, Inc.



By : /s/  John Fleming
John Fleming, President


De Joya & Company, Inc.



By : /s/  Arthur De Joya
Arthur De Joya, President

EX-23

                               EX-23
    CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



      CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
GameZnFlix, Inc.

We consent to the incorporation by reference of our independent
auditors' report dated January 31, 2006 on the consolidated balance
sheet as of December 31, 2005, and the related consolidated statements
of operations, changes in stockholders' (deficit) and cash flows the
years ended December 31, 2005 and 2004, included in GameZnFlix, Inc.'s
Form 10-KSB, into the Company's previously filed registration
statements on Form S-8 (File No. 333-131054 and File No. 333-105157).

/s/ Child, Van Wagoner & Bradshaw, PLLC
Child, Van Wagoner & Bradshaw, PLLC
Salt Lake City, Utah
January 31, 2006

EX-31.1

                               EX-31.1
      RULE 13a-14(a)/15d-14(a) CERTIFICATION OF JOHN FLEMING

              RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, John Fleming, certify that:

1.  I have reviewed this annual report on Form 10-KSB of GameZnFlix,
Inc.;

2.  Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this report;

3.  Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the small business issuer as of, and for, the periods
presented in this report;

4.  I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) [omitted pursuant to extended compliance period] for
the small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under my
supervision, to ensure that material information relating to the
small business issuer, including its consolidated subsidiaries,
is made known to me by others within those entities, particularly
during the period in which this report is being prepared;

(b)  [omitted pursuant to extended compliance period]

(c) Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report
my conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and

(d) Disclosed in this report any change in the small business
issuer's internal control over financial reporting that occurred
during the small business issuer's most recent fiscal quarter
(the small business issuer's fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably
likely to materially affect, the small business issuer's internal
control over financial reporting; and

5.  I have disclosed, based on my most recent evaluation of internal
control over financial reporting, to the small business issuer's
auditors and the audit committee of the small business issuer's board
of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the small
business issuer's ability to record, process, summarize and
report financial information; and

(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the small
business issuer's internal control over financial reporting.

Dated: February 1, 2006                /s/ John Fleming
                                       John Fleming,
                                       Chief Executive Officer

EX-31.2

                              EX-31.2
      RULE 13a-14(a)/15d-14(a) CERTIFICATION OF ARTHUR DE JOYA

              RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, Arthur De Joya, certify that:

1.  I have reviewed this annual report on Form 10-KSB of GameZnFlix,
Inc.;

2.  Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this report;

3.  Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the small business issuer as of, and for, the periods
presented in this report;

4.  I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) [omitted pursuant to extended compliance period] for
the small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under my
supervision, to ensure that material information relating to the
small business issuer, including its consolidated subsidiaries,
is made known to me by others within those entities, particularly
during the period in which this report is being prepared;

(b)  [omitted pursuant to extended compliance period]

(c) Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report
my conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and

(d) Disclosed in this report any change in the small business
issuer's internal control over financial reporting that occurred
during the small business issuer's most recent fiscal quarter
(the small business issuer's fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably
likely to materially affect, the small business issuer's internal
control over financial reporting; and

5.  I have disclosed, based on my most recent evaluation of internal
control over financial reporting, to the small business issuer's
auditors and the audit committee of the small business issuer's board
of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the small
business issuer's ability to record, process, summarize and
report financial information; and

(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the small
business issuer's internal control over financial reporting.

Dated: February 1, 2006               /s/ Arthur De Joya
                                      Arthur De Joya,
                                      Chief Financial Officer

EX-32

                                 EX-32
          SECTION 1350 CERTIFICATION OF JOHN FLEMING

                    SECTION 1350 CERTIFICATION

In connection with the annual report of GameZnFlix, Inc.
("Company") on Form 10-KSB for the year ended December 31, 2005 as
filed with the Securities and Exchange Commission ("Report"), the
undersigned, in the capacity and on the date indicated below, hereby
certifies pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. Section 1350) that to his knowledge:

1.  The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

2.  The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.


Dated: February 1, 2006                By: /s/  John Fleming
                                       John Fleming,
                                       Chief Executive Officer


Dated: February 1, 2006                By: /s/  Arthur De Joya
                                       Arthur De Joya,
                                       Chief Financial Officer