8-K

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


                                  FORM 8-K


                               CURRENT REPORT

                   PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

    Date of Report (date of earliest event reported): September 30, 2004

                               GAMEZNFLIX, INC.
            (Exact Name of Registrant as Specified in Its Charter)

          Nevada                        0-29113               54-1838089
(State or Other Jurisdiction    (Commission File Number)   (I.R.S. Employer
      of Incorporation)                                    Identification No.)

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

       Registrant's telephone number, including area code:  (270) 598-0385




            Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (See General Instruction A.2 below):

[  ]  Written communications pursuant to Rule 425 under the
      Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the
      Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-
      2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-
      4(c) under the Exchange Act (17 CFR 240.13e-4(c))


ITEM 5.02  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

     Effective on September 30, 2004, Gary Hohman joined the
Registrant to serve as its president in place of John Fleming.  Mr.
Fleming will maintain his positions as chief executive officer and
chairman of the board of the Registrant.  Mr. Hohman was previously
employed by AdSouth Partners, Inc. (the media relations firm for the
Registrant), where, since January 2001, he served as Chief Operations
Officer.  During his time at AdSouth, he was responsible for media
production, project management and daily operations. Since January
2004, Mr. Hohman directly handled the Registrant's account.  Prior to
joining AdSouth, Mr. Hohman had been involved in the music and
television production industry.

     On October 1, 2004, the Registrant entered into an employment
agreement with Mr. Hohman (see Exhibit 10 to this Form 8-K).  Under
this agreement, which has a term of three years, Mr. Hohman will
receive a salary of $120,000 per year.  He will also 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 Registrant's board of directors.

     A press release announcing this appointment is set forth at
Exhibit 99 to this Form 8-K.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

Exhibits.

     Exhibits included are set forth in the Exhibit Index pursuant
to Item 601of Regulation S-B.


                                 SIGNATURE

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       GameZnFlix, Inc.



Dated: October 6, 2004                 By: /s/ John Fleming
                                       John Fleming, Chief Executive Officer


                                 EXHIBIT INDEX

Number             Description

10     Employment Agreement between the Registrant and Gary
       Hohman, dated October 1, 2004 (filed herewith).

99     Text of Press Release Issued by the Registrant, dated
       September 30, 2004 (filed herewith).

EX-10

EX-10                                                   EMPLOYMENT AGREEMENT

            EMPLOYMENT AGREEMENT WITH COVENANT NOT TO COMPETE

     THIS EMPLOYMENT AGREEMENT AND COVENANT NOT TO COMPETE, made and
entered into on this October 1, 2004, by and between GAMEZNFLIX,
INC.,  a Nevada Corporation located at 1535 Blackjack Road, Franklin,
KY 42134, EMPLOYER , and GARY HOHMAN, of Franklin, Kentucky EMPLOYEE.

                                WITNESSETH:

     WHEREAS, the EMPLOYER is a corporation organized under the laws
of the State of Nevada and authorized to do business in the
Commonwealth of Kentucky and is in the business of renting movies,
video games, and related materials;

     WHEREAS, the EMPLOYEE is skilled and experienced in the business
for which the EMPLOYER engages;

     NOW, THEREFORE, in consideration of the premises and in
consideration of the mutual benefits to derived by each party to this
agreement, the parties agree as follows:

     1.  EMPLOYEE:  EMPLOYER hereby employs, engages, and hires
EMPLOYEE to work for it.  EMPLOYEE hereby accepts and agrees to such
hiring, engagement, and employment.  The EMPLOYEE'S duties shall be
such as are directed to him by the EMPLOYER'S board of directors.  In
rendering efforts as an EMPLOYEE, the EMPLOYEE shall at all times be
subject to the control and instructions of the EMPLOYER'S board of
directors.

     2.  BEST EFFORTS OF EMPLOYEE:   The EMPLOYEE agrees that he will
at all times faithfully, industriously, and to the best of his
ability, experience, talents, and training perform all the duties
that may be required of and from his pursuant to the express and
implicit terms hereof, to the reasonable satisfaction of the EMPLOYER.

     3.  TERM OF EMPLOYMENT:  The terms of this agreement shall be
for three (3) years, commencing upon execution of this agreement.

     4.  COMPENSATION:  The EMPLOYER shall pay to the EMPLOYEE, and
the EMPLOYEE shall accept from the EMPLOYER in full payment of the
EMPLOYEE'S services rendered hereunder, compensation established by
the EMPLOYER'S board of directors to be $120,000.00 per year.

     5.  ADDITIONAL COMPENSATION:  In addition to the monetary
compensation paid to the EMPLOYEE, the EMPLOYER shall pay or furnish
the following to the EMPLOYEE as additional compensation.

     (a)  Full health insurance for the EMPLOYEE and his family.

     (b)  Four weeks per year paid vacation time.

     (c)  Paid time for all standard federal and state holidays.

     (d)  Employment required items such as workers' compensation,
          unemployment insurance and social security contributions.

     (e)  Stock options, at the discretion of the EMPLOYER'S board of
          directors.

     6.  TERMINATION:  This agreement may not be terminated by either
party, except that the EMPLOYER may terminate the EMPLOYEE for cause
in the event any of the following enumerated events occur:

     (a)  The EMPLOYEE is convicted of a felony or high misdemeanor.

     (b)  The EMPLOYEE fails to work for the EMPLOYER at a level of
          competency satisfactory to the EMPLOYER.

     (c)  The EMPLOYEE engages in any activity which brings disrepute and
          harm to the EMPLOYER.

     (d)  The EMPLOYEE fails a drug test (that is, the EMPLOYEE tests
          positive for the use of illegal drugs or substances).

     7.  COVENANT TO COMPETE:  As an integral part of this agreement, the
EMPLOYEE agrees that for a period of three (3) years from the date of
his employment with the EMPLOYER is terminated, he will not,
directly or indirectly, in any manner or capacity, as principal,
agent, partner, officer, director, employee, stockholder, guarantor,
consultant, investor, creditor, member of any association, or
otherwise engage in any facet of the business that had been conducted
by the EMPLOYER, anywhere in the United States of America,  except
with the prior written consent of the EMPLOYER.  The ownership of
less than two percent of the outstanding capital stock of a
corporation which may be in the same business as the EMPLOYER, shares
of which are regularly traded on a national securities exchange or
over the counter market, shall not be deemed to be engaged in the
business of the EMPLOYER.

     8.  CONDIFENTIAL INFORMATION:  The EMPLOYEE agrees that he will not
publish or disclose at any time any secret or confidential
information relating to the EMPLOYER'S business including its
procedures, preparations, sales, trade secrets, customer lists,
profit margins, pricing information, computer uses and applications,
and any other knowledge of the EMPLOYER'S business which he may have
acquired.

     9.  VIOLATION OF COVENANT:  The parties believe that the
restrictive covenants contained in the previous two numbered
paragraphs are reasonable, and they acknowledge and confirm that the
competition by the EMPLOYEE, directly or indirectly, would likely
cause irreparable injury to the EMPLOYER'S business.  Therefore, the
EMPLOYEE agrees and acknowledges that any violation or threatened
violation of covenants contained in the previous two paragraphs will
cause irreparable injury to the EMPLOYER'S business, that the
remedies at law of the EMPLOYER shall, in addition to and not in
limitation of any other rights or remedies available at law or in
equity, be entitled to temporary and permanent injunctive relief and
specific performance without the necessity of proving actual damages,
plus any attorney's fees and court costs incurred by the EMPLOYER in
enforcing this agreement.

     10.  MISCELLALNEOUS:

     (a)  This agreement may be modified only by writing by both parties.

     (b)  This agreement contains the complete agreement concerning the
employment arrangement between the parties and shall supercede all
other agreements between parties.

     (c)  This agreement shall be binding upon the inure to the benefit of
the respective heirs, successors, and assigns of the parties hereto.
However, the EMPLOYEE may not assign any of his rights or duties
herein to any other person or entity.

     IN WITNESS WHEREOF, the parties have executed duplicate originals on
this, day and year firs above written.

                                       EMPLOYER: GameZnFlix, Inc.


                                       By: /s/  John Fleming
                                       John Fleming, CEO/Chairman


                                       EMPLOYEE: Gary Hohman


                                       /s/  Gary Hohman
                                       Gary Hohman

EX-99

EX-99                                                  TEXT OF PRESS RELEASE

GameZnFlix, Inc. Welcomes New President

FRANKLIN, Ky., Sept. 30 /PRNewswire-FirstCall/ -- GameZnFlix, Inc.
(OTC Bulletin Board: GZFX) announces that Gary Hohman has joined the
company as President. Mr. Hohman comes to GameZnFlix from AdSouth
Partners, Inc., where, since January 2001, he served as Chief
Operations Officer. During his time at AdSouth, he was responsible
for media production, project management and daily operations. Since
January 2004, Mr. Hohman directly handled the GameZnFlix, Inc.
account. He designed and brought to production the GameZnFlix
television and online advertising campaign.

Prior to joining AdSouth, Mr. Hohman had been involved in the music
and television production industry and has received awards such as
Golden Quill Award, Golden Addy, Matrix Award, Good Housekeeping
Award and the Parents' Choice Achievement Award (City of Pittsburgh).
Mr. Hohman produced and directed for the Reliance Training Network
the "Leadership Series," featuring former President George H. W.
Bush, Norman Schwarzkopf, Colin Powell and Anthony Robbins.

John Fleming, CEO/Chairman of GameZnFlix, Inc. stated, "By expanding
the management team at GameZnFlix to include Mr. Hohman, the company
has reached another of its milestones. Mr. Hohman comes to us with
the business background to help lead the company towards the future.
He completes the management team that includes Arthur de Joya, Chief
Financial Officer, Michael Reader, Vice President of Sales and
Marketing, and Chip Gallent, Vice President of Web Operations."

GameZnFlix, Inc. (OTC Bulletin Board: GZFX), is a company that offers
the rental or purchase of DVD movie/video game titles over the
Internet with access to over 28,000 titles. Beginning at $16.50
(Military personnel/families) or $18.50 per a month subscribers can
rent a combination of both DVD movies and/or games with no late fees
or due dates or purchase titles at a member discount.

For more information, please contact: admin@gameznflix.com or 888-
542-6817, ext. 5, Website: www.gameznflix.com

Certain statements in this news release may contain forward-looking
information within the meaning of Rule 175 under the Securities Act
of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934, and
are subject to the safe harbor created by those rules. All
statements, other than statements of fact, included in this release,
including, without limitation, statements regarding potential future
plans and objectives of the company, are forward- looking statements
that involve risks and uncertainties. There can be no assurance that
such statements will prove to be accurate and actual results and
future events could differ materially from those anticipated in such
statements. Technical complications that may arise could prevent the
prompt implementation of any strategically significant plan(s)
outlined above. The company cautions that these forward looking
statements are further qualified by other factors including, but not
limited to those, set forth in the company's Form 10-KSB filing and
other filings with the United States Securities and Exchange
Commission (available at http://www.sec.gov/). The company undertakes
no obligation to publicly update or revise any statements in this
release, whether as a result of new information, future events or
otherwise.

SOURCE GameZnFlix, Inc.