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


                                    FORM 8-K/A


                                    CURRENT REPORT

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

     Date of Report (date of earliest event reported): November 11, 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 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     On November 11, 2004, the Registrant entered into a Securities
Purchase Agreement with Golden Gate Investors, Inc. (see Exhibit
4.1).  Under this agreement, Golden Gate agreed to purchase from the
Registrant a convertible debenture in the aggregate principal amount
of $1,500,000.  In conjunction with the debenture, the Registrant
also issued to Golden Gate a warrant, dated November 11, 2004, to
purchase 15,000,000 shares of common stock of the company,
exercisable at $1.00 per share (see Exhibit 4.2).  In connection with
this agreement, the Registrant also granted certain rights under a
registration rights agreement, dated November 11, 2004, to the shares
to be issued upon conversion of the debenture and the warrant (see
Exhibit 4.3).

     On November 17, 2004, the Registrant and Golden Gate entered
into an Addendum to Convertible Debenture and Securities Purchase
Agreement (see Exhibit 4.4).  Under this Addendum, certain payment
terms were changed.

     On December 17, 1005, the Registrant and Golden Gate entered
into another Addendum to Convertible Debenture and Securities
Purchase Agreement (see Exhibit 4.5).  Under this Addendum, certain
payment terms were further changed.

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: January 14, 2005                By: /s/ John Fleming
                                       John Fleming, Chief Executive Officer


                                  EXHIBIT INDEX

Number                      Description

4.1     Securities Purchase Agreement between the Registrant 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).

4.2     Warrant to Purchase Common Stock issued by the Registrant
        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).

4.3     Registration Rights Agreement between the Registrant 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).

4.4     Addendum to Convertible Debenture and Securities Purchase
        Agreement between the Registrant 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).

4.5     Addendum to Convertible Debenture and Securities Purchase
        Agreement between the Registrant and Golden Gate Investors,
        Inc., dated December 17, 2004 (filed herewith).

                                 EX-4.5
           ADDENDUM TO CONVERTIBLE DEBENTURE AND SECURITIES
                          PURCHASE AGREEMENT

               ADDENDUM TO CONVERTIBLE DEBENTURE AND
                 SECURITIES PURCHASE AGREEMENT

This Addendum to Convertible Debenture and Warrant to Purchase Common
Stock ("Addendum") is entered into as of the 17th day of December
2004 by and between GameZnFlix, Inc., a Nevada corporation
("GameZnFlix"), and Golden Gate Investors, Inc., a California
corporation ("GGI").

WHEREAS, GGI and Gameznflix are parties to that certain 4 3/4 %
Convertible Debenture dated as of November 11, 2004 ("Debenture");
and

WHEREAS, GGI and Gameznflix are parties to that certain Warrant to
Purchase Common Stock dated as of November 11, 2004 ("Warrant"); and

WHEREAS, the parties desire to amend the Debenture and Warrant in
certain respects.

NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Gameznflix
and GGI agree as follows:

1.  All terms used herein and not otherwise defined herein shall
    have the definitions set forth in the Debenture.

2.  The Principal Amount of the Debenture is hereby changed to be
    $150,000. The minimum conversion amount set forth in section
    3.1(a) of the Debenture shall be $100, rather than $1,000. The
    second sentence of section 3.1(a) of the Debenture is amended to
    read as follows: "The number of shares into which this Debenture
    may be converted is equal to the dollar amount of the Debenture
    being converted multiplied by 110, minus the product of the
    Conversion Price multiplied by 100 times the dollar amount of
    the Debenture being converted, and the entire foregoing result
    shall be divided by the Conversion Price."

3.  The Exercise Price of the Warrant shall be $1.09. The Warrant
    shall be exercised in an amount equal to 100 times the amount of
    the Debenture being converted.

4.  Upon notification and verification that the Registration
    Statement has been filed with the SEC, GGI shall advance $50,000
    to Gameznflix; such funds shall represent a prepayment towards
    the exercise of Warrant Shares under the Warrant, the timing of
    which shall be at GGI's sole discretion.

5.  Upon notification and verification that the Registration
    Statement has been declared effective by the SEC, GGI shall
    advance $150,000 (less legal fees paid by GGI) to Gameznflix;
    such funds shall represent a prepayment towards the exercise of
    Warrant Shares under the Warrant, the timing of which shall be
    at GGI's sole discretion.

6.  Except as specifically amended herein, all other terms and
    conditions of the Debenture and Warrant shall remain in full
    force and effect.

IN WITNESS WHEREOF, Gameznflix and GGI have caused this Addendum to
be signed by its duly authorized officers on the date first set forth above.

GameZnFlix, Inc.                       Golden Gate Investors, Inc.



By: /s/  John Fleming                  By: /s/  Travis W. Hoff
Name: John Fleming                     Name: Travis W. Hoff
Title: Chief Executive Officer         Title: Portfolio Manager