SecProbe.io

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Mail Stop 03-05

							February 17, 2005

Via U.S. Mail

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

Re: 	GameZnFlix, Inc.
	Form SB-2 filed January 20, 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.

      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.

General
1. Please comply with the comments on the Form SB-2 as they apply
to
your Form 10-KSB for the year ended December 31, 2004.
2. Please update your filing as necessary to reflect recent
events.
For example, we note that in early February you renamed the
subsidiary AmCorp Group, Inc. (to GameZnFlix Racing and
Merchandising), appointed a new president, and opened a
distribution
center in Sterling, Colorado.
3. We could not locate the Convertible Debenture issued to Golden
Gate Investors among your list of exhibits.  Please revise or
advise.
4. Please revise throughout the document to refer to the selling
stockholder in the singular tense.  For example, at the end of the
first paragraph on the cover page, you should state that the
selling
stockholder "may be deemed an underwriter" of the shares of common
stock, which "it" is offering.  Revise the selling stockholder
section and elsewhere as appropriate.
5. Please disclose more information regarding your customer base
throughout the filing where appropriate, such as the summary, risk
factors and business sections.

Prospectus Cover Page, page 1
6. Refer to the first paragraph, end of the second sentence where
you
disclose "...less the product of the conversion price multiplied
by
100 times the dollar amount."  Please revise to specify the
"dollar
amount" to which you refer.
7. Furthermore, please revise your brief discussion of the
convertible debenture in order to make the terms more readily
understandable.  For example, make a clear distinction between the
calculation of the number of shares to be converted, and the price
at
which those shares will be converted, if those are in fact two
different calculations.  We note your disclosure in the risk
factors
section on page 8 that the debentures are convertible into shares
of
common stock at an 18% discount to market price.
8. Also, your disclosure of the formula for the number of shares
into
which the Debenture may be converted differs from the formula in
Exhibit 4.24 "Addendum to Convertible Debenture and Securities
Purchase Agreement" filed on January 18, 2005 as Exhibit 4.5 with
your Form 8-K.  Please revise or advise.  If you revise, please do
so
throughout the document.
9. Please revise to briefly describe the terms of the common stock
purchase warrants.

Prospectus Summary, page 3
GameZnFlix, Inc., page 3
10. We note from your disclosure in the last two sentences of the
first paragraph that subscribers can retain games for an
indefinite
amount of time, and exchange them at any time.  However, it is
unclear whether these policies apply to DVD rentals, as well as
game
rentals.  Please revise to clarify or advise.
11. Please revise to disclose your monthly "burn rate" and what
month
you will run out of money, assuming no change in present trends.
12. Please clarify the amount of common stock to be outstanding
after
the offering, assuming the full exercise of the warrants and the
conversion of the debenture.  Currently the amount of common stock
to
be outstanding after the offering in the second row of the table
(647
million), is less than the amount of stock you have registered
(1.3
billion).
13. Clarify whether the use of proceeds calculation takes into
account the $50,000 advance the company has already received from
GGI, and the $150,000 advance the company will receive when this
registration statement goes effective, representing prepayments
towards the exercise of warrant shares.  Please revise the
disclosure
as appropriate to reflect these prepayments, both here and in the
Use
of Proceeds section on page 12.
14. We note your statement on page 4 that the selling stockholder
is
obligated to exercise the warrant concurrently with the submission
of
a conversion notice.  Does that mean that the selling stockholder
would have to buy your stock at $1.09/share, when the current
stock
price is at $0.02, if they wanted to convert any part of the
debenture?  Please clarify for us and revise the document as
appropriate to reflect this information, such as in the "terms of
convertible debentures" section on page 35.
15. Furthermore, in order for the reader to place this information
in
context, please also revise this section to disclose your current
stock price, and disclose the total amount of money that GGI would
have to pay to the company to exercise the warrant at $1.09,
taking
into account the $200,000 in prepayments GGI will make, pursuant
to
the Addendum to the Securities Purchase Agreement dated December
17,
2004.
16. Refer to the last paragraph on page 4.  We note that your
selling
stockholder has agreed to restrict its ability to convert or
exercise
its warrants; however, we have reviewed your exhibits and were
unable
to locate the document that this provision appears in.  Please
advise.

Risk Factors, page 5
17. To provide context for the risk factors relating to attracting
subscribers, and minimizing subscriber churn, please revise to
disclose the number of customers you currently have, and the
general
rate of growth and/or churn in your customer base you have
experienced since the business started.
18. Please consider including additional risk factors relating to
the
business operations of the company on the following topics: (i)
the
risks associated with website maintenance and internet
transactions;
(ii) your exposure to regulation due to your internet based
business;
and (iii) the risks associated with verbal agreements with your
supplier and fulfillment provider.

Market for Common Equity and Related Stockholder Matters, page 12
19. Please disclose whether your stock has been trading on the
Berlin
Stock Exchange or the Frankfurt Stock Exchange over the last year,
and at what price your stock has been trading on those exchanges.
Also, supplementally tell us why you have listed your stock on
those
foreign exchanges.

Management`s Discussion and Analysis of Financial Condition, page
13
20. Since you operate a primarily subscription-based business, we
believe that you should expand your disclosure to discuss your
subscriber base.  For instance, revise your results of operations
sections to include discussion of the number of subscribers and
reasons for changes from period to period, if any.  Refer to Item
303(b)(1) of Regulation S-B.

Results of Operations - Nine Months Ended September 30, 2004
Compared..., page 13
Advertising, page 13
21. We note that you have increased your advertising efforts over
the
past year after retaining AdSouth Partners in February 2004.
Therefore, please revise this section to discuss any known trends
related to this increase in advertising that have had, or are
reasonably expected to have, a material impact on your business.
Refer to Item 303(b)(1)(iv) of Regulation S-B.

Consulting Fees, page 14
22. We note that approximately $2.5 million of consulting fees
were
expensed in the three months ended September 30, 2004.  You also
disclose that the increase was due to the launch of your
operations.
Elsewhere in the document, you disclose that your website was
launched in March 2004.  It seems that these consulting fees were
incurred after the launch.  Please revise to give further detail
regarding the increase or advise.

Net Loss, page 14
23. Please relocate this section to appear below "Revenues" on
page
13.  Please make a corresponding change for the Results of
Operations
for the Year Ended December 31, 2003 section.  In other words, you
should relocate the "Net Operating Loss" section on page 15 to
appear
below "Revenues" at the bottom of page 14.

Operating Activities, page 16
24. Please revise to disclose the net cash used by operating
activities for the nine-months ended September 30, 2004 to appear
on
pages 13-14, where you discuss the results of operations for that
period.

Liquidity and Capital Resources, page 16
25. It appears from the addendum to the securities purchase
agreement
with Golden Gate that you received $50,000 from Golden Gate when
this
registration statement was filed, and will receive an additional
$150,000 when this registration statement goes effective.  Please
revise this section to reflect those amounts to be received.
26. Reference is made to the November 11, 2004 Securities Purchase
Agreement for the sale of $150,000 convertible debentures and
warrants to buy 15 million shares of common stock.  In your
disclosure on the debentures, we note there is an imbedded
beneficial
conversion feature, as the debentures allow for conversion at the
lesser of $.20 or 82% (at an 18% discount) of the average weighted
price during specified time periods.  In accordance with the
provisions of APBO 14, the $150,000 proceeds from the sale of the
convertible debentures should be allocated to the two elements
(debentures and warrants) for accounting purposes.  The allocation
of
proceeds to the two securities should be based on the relative
fair
value of these securities.  The value of the warrants could be
estimated using an option-pricing model, such as the Black-Scholes
model.  The amount allocated to the warrants should be recorded as
additional paid-in-capital, and as a discount to the related
debentures.

Furthermore, the imbedded beneficial conversion feature (or the
18%
discount on conversion) on the debentures should be accounted for
in
accordance with EITF Issue No. 00-27 (see Issue 1).  This
beneficial
conversion feature should be recognized and measured at the time
of
the debentures` issuance by allocating a portion of the proceeds
equal to the intrinsic value of that feature to additional paid-
in-
capital.  This will result in additional discount to this debt
security.

The total discount from an allocation of value to the warrants and
the imbedded conversion feature on the debentures should be
amortized
to interest expense from the date of issuance to the stated
redemption date of the convertible instrument in accordance with
the
guidance in paragraph 19 of EITF 00-27.

In the amended Form SB-2, provide complete and clear disclosure of
the accounting treatment that will result from the issuance of
these
securities.  In this regard, provide a footnote in the updated
audited financial statements for the fiscal year ended December
31,
2004 that describes the securities agreement, the issuance of the
securities, and the accounting treatment with the impact on the
financial statements.  Furthermore, the three sections noted
should
be expanded to provide appropriate disclosure to the accounting
treatment and impact on the financial statements.

Business, page 19
Product and Service Description, page 20
27. Reference is made to the second paragraph.  Clarify whether
you
own all titles that are sold to your customers in addition to
those
titles that are rented to your subscribers.
28. Refer to the fourth paragraph of this section and clarify what
type of 10% discount you are offering to current subscribers.  For
example, are you offering products at a 10% discount from retail?
29. Please discuss if appropriate how your shipping charges
compare
to the shipping charges charged by other on-line stores.  Quantify
these amounts to the extent feasible.

Sale of DVD`s and Games, page 21
30. Please quantify the impact that these sales have had on your
revenues, and how recently these "new offerings" first appeared on
your website.

Fulfillment, page 21
31. Please revise this section to discuss how your new
distribution
center in Sterling, Colorado will impact your fulfillment process.
32. Expand the paragraph to discuss your fulfillment process
including, but not limited to, the parties responsible for filling
the rental request.

Marketing, page 22
33. Refer to the first paragraph.  We do not understand your
statement "Participants of the affiliate program can receive up to
$70.00 for each new subscriber sale."  Please revise to clarify.
34. Also, please briefly explain the role of the Commission
Junction
entity in your marketing and business operations.
35. Please revise to discuss your military discount program.

Research and Development, page 23
36. Please expand your disclosure to discuss any research and
development activity in 2004.

Description of Properties, page 23
37. Please expand your disclosure to include your warehouse
locations.  Refer to Item 102 of Regulation S-B.

Directors and Executive Officers, page 24
38. Please update this section and the executive compensation
table
as necessary to reflect the recent changes in your management
team.

Committees of the Board of Directors, page 25
39. Please disclose whether either member of your audit committee
is
a financial expert.  Refer to Item 401(e)(1)(i) of Regulation S-B.

Other Compensation, page 27
40. Please update this section to reflect recent developments with
your Non-Employee Directors and Consultants Retainer Stock Plan
and
the Stock Incentive Plan.

Selling Stockholders, page 34
41. Please tell us supplementally whether Golden Gate Investors,
Inc.
is a broker-dealer or an affiliate of a broker-dealer.

Financial Statements for the Quarterly Period Ended September 30,
2004
Consolidated Balance Sheet, page F-1
42. Revise the balance sheet to reflect common stock options
receivable as a reduction of stockholders` equity, unless the
receivable was collected prior to the issuance of the financial
statements.  See Staff Accounting Bulletin Topic 4:E.  Also,
revise
the Notes to the financial statements to disclose the event(s)
giving
rise to the common stock options receivable.  Please make all
necessary changes throughout the filing.

Note 2 - Significant Accounting Policies, page F-5
Revenue Recognition
43. As requested in our prior comment number 67, expand your
revenue
recognition policy to disclose how you will recognize revenues
from
on-line DVD and Game rentals that will be fulfilled by a national
entertainment distributor as discussed in Note 15 to your audited
financial statements for the year ended December 31, 2003.  Also,
provide us with your analysis using the indicators set forth in
EITF
99-19 to support your gross reporting (as discussed in your
response
to prior comment number 67) for this type of arrangement.
44. Please revise the Notes to the financial statements to present
separate disclosure of revenues and the cost of sales associated
with
the sale of products and revenues and related cost from providing
services.  See paragraph 37 of SFAS 131.
45. Reference is made to Note 1 (DVD`s and Games Library) to your
audited financial statements for the year ended December 31, 2003.
You disclose that you depreciate your DVD`s and games library over
twenty-four months and that no salvage value is provided as the
library is not intended to be sold.  You also disclose that you
have
plans in place to provide sales of used DVD