Mail Stop 3561

								September 7, 2005


Via U.S. Mail

Mr. John Fleming
Chief Executive Officer
GameZnFlix, Inc.
1535 Blackjack Road
Franklin, KY  42134

Re: 	GameZnFlix, Inc.
	Amendment No. 3 to Registration Statement on Form SB-2
	Filed August 25, 2005
	File No. 333-122162

Dear Mr. Fleming,

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.  All page references are to the marked version of the
filing
that you provided to us.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free to
call us at the telephone numbers listed at the end of this letter.

Business, page 24
Business Development, page 24
1. We note your response to prior comment 2.  Please note that
preliminary information statements must be filed at least 10
calendar
days prior to the date definitive copies of such statement are
first
sent or given to security holders, or such shorter period prior to
that date as the Commission may authorize upon a showing of good
cause
therefor.  Refer to Rule 14c-5 promulgated under the Exchange Act.
Please confirm that you will comply with the distribution of
information requirements under Regulation 14C in the future.

* * * * *

      As appropriate, please amend the registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* The action of the Commission or the staff, acting pursuant to
delegated authority in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* The company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Katherine Mathis at (202) 551-3383 or Joe
Foti
at (202) 551-3816 if you have questions regarding comments on the
financial statements and related matters.  Please contact Rolaine
Bancroft at (202) 551-3313 or me at (202) 551-3814 with any other
questions.

      	Regards,



      	Sara W. Dunton
      	Attorney Advisor


cc:	Stephen Fleming, Esq.
	Sichenzia Ross Friedman Ference LLP
	via facsimile:  (212) 930-9725

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Mr. John Fleming
GameZnFlix, Inc.
September 7, 2005
Page 1