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

                                  SCHEDULE 13D

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                              (AMENDMENT NO. 3)


                                GAMEZNFLIX, INC.
                                (Name of Issuer)

                                  COMMON STOCK
                       (Title of Class of Securities)

                                   36466X-20-7
                                 (CUSIP Number)

                                  John Fleming, CEO
                                   GameZnFlix, Inc.
                                  1535 Blackjack Road
                                Franklin, Kentucky 42134
       (Name, Address and Telephone Number of Person Authorized to Receive
                            Notices and Communications)

                                  May 28, 2004
          (Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13C,
and is filing this schedule because of Rule 13d-1(e), (f) or (g),
check the following box [  ].

1.  Names of Reporting Persons. S.S or I.R.S. Identification Nos. of
Above Persons (entities only):  John Fleming.

2.  Check the Appropriate Box if a Member of a Group (See
Instructions):
(a)__________________________________________________________________

(b)__________________________________________________________________

3.  SEC Use Only:
_____________________________________________________________________

4.  Source of Funds (See Instructions):
     OO

5.  Check if Disclosure of  Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
_____________________________________________________________________

6.  Citizenship or Place of Organization:  United States

Number of Shares Beneficially Owned by Each Reporting Person With:

7.  Sole Voting Power: 121,320,000

8.  Shared Voting Power:  0

9.  Sole Dispositive Power:  121,320,000

10. Shared Dispositive Power:  0

11. Aggregate Amount Beneficially Owned by the Reporting Persons
(combined): 121,320,000

12.  Check if the Aggregate Amount in Row (11) Excludes Certain
Shares: _______

13. Percent of Class Represented by Amount in Row (11):
Approximately 22% as of May 28, 2004.

14.  Type of Reporting Person:  IN

ITEM 1.  SECURITY AND ISSUER.

GameZnFlix, Inc.
Common Stock, $0.001 par value
1535 Blackjack Road
Franklin, Kentucky 42134

ITEM 2.  IDENTITY AND BACKGROUND.

(a)  John Fleming

(b)  1535 Blackjack Road, Franklin, Kentucky 42134

(c)  Occupation: President of Issuer, which is primarily an online
provider of DVD's and video games for sale and rent.

(d)  During the last five years, such person has not been convicted
in a criminal proceeding.

(e)  During the last five years, such person was a not a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction

(f)  Citizenship: United States.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

On May 28, 2004, Mr. Fleming disposed of 10,000,000 shares of the
common stock owned by him by gift.

ITEM 4.  PURPOSE OF TRANSACTION.

See Item 3 above.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

(a)  121,320,000 shares owned by Mr. Fleming under the beneficial
ownership rules of the Securities and Exchange Commission.  This
amount represents, as of May 28, 2004, approximately 22% of the
outstanding common stock of the Issuer.

(b)  Mr. Fleming has sole voting and dispositive power with respect
to 121,320,000 shares reported.

(c)  Transactions in the class of securities reported on that were
effected during the past sixty days or since the most recent
filing of Schedule 13D, whichever is less: 10,000,000 shares of
common stock owned by Mr. Fleming were disposed of by gift on
May 28, 2004.

(d)  No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of,
such securities.

(e)  If applicable, state the date on which the reporting person
ceased to be the beneficial owner of more than five percent of
the class of securities: Not applicable.

ITEM  7.  MATERIAL TO BE FILED AS EXHIBITS.

None.

                                     SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief,
I certify that the above information set forth in this
statement is true, complete and correct.


                                       John Fleming



Date: September 25, 2007               /s/  John Fleming