SecProbe.io

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Mail Stop 03-05

								June 3, 2005

Via U.S. Mail

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

Re: 	GameZnFlix, Inc.
	Amendment No. 1 to Registration Statement on Form SB-2
	Filed May 5, 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.

General
1. We note your response to prior comment 2 and reissue.  We also
note that you have opened another distribution center in Scranton,
Pennsylvania.  Please update your filing as necessary to reflect
recent events.
2.
Additionally, we note that Mr. Hohman assumed the position of
president of your subsidiary, GameZnFlix Racing and Merchandising.
Please revise your disclosure throughout to discuss the material
aspects of your GameZnFlix Racing and Merchandising subsidiary or
advise.
3. We note your response to prior comment 5 that you do not have
meaningful data on your customer base.  We note, however, that in
the
fifth new paragraph on page 31, you disclose that you estimate 15%
of
your customer base is comprised of college students.
Additionally,
in the last paragraph on page 16, you disclose that your
subscriber
base has averaged approximately 3,800 subscribers per month.  We
believe that information about your customer base would be
material
to an investor at this stage of your business and should be
discussed
in the filing, where appropriate, such as the summary, risk
factors
and business sections.

Registration Statement Cover Page
4. Please refer to footnote 1.  We note your good faith estimate
includes adjustments for "market fluctuations."  However, Rule 416
does not apply to fluctuations resulting from operation of the
conversion formula.  See Telephone Interpretation #3S under the
Securities Act section of the March 1999 supplement to the Manual
of
Publicly-Available Telephone Interpretations.  Please disclose
that
you may not rely on Rule 416 for the registration of shares that
become issuable as a result of a decline in your floating
conversion
rate.  Also delete references to "market fluctuations" in the
summary
section.

Prospectus Cover Page, page 1
5. Please revise to disclose here that your auditors have issued a
going concern opinion.

Prospectus Summary, page 3
General
6. Please refer to the November 11, 2004 Securities Purchase
Agreement for the sale of $150,000 Convertible Debentures
("Debentures") and warrants to buy 15 million shares of common
stock
and your accounting treatment disclosed in Note 8 on page F-15.
Please expand the Prospectus Summary and Liquidity and Capital
Resources sections of the filing to provide appropriate
disclosures
regarding the accounting treatment and the impact on the financial
statements related to the Securities Purchase Agreement.

GameZnFlix, Inc., page 3
7. We note your response to prior comment 11 and your disclosure
that
you had $62,500 of cash as of March 31, 2005.  However, in the
Liquidity and Capital Resources section on page 21, you disclose a
cash balance of $77,657 as of March 31, 2005.  Please revise to
clarify this discrepancy or advise why no revision is necessary.
8. We note your disclosure that you will only be able to stay in
operation for one month.  We also note in the risk factors
section,
on page 6 under the subheading, "We have a history of losses which
may continue" that "Based on our current funding arrangement with
Golden Gate, we do not anticipate that we will require additional
funds to continue our operations for the next twelve months."
Please
revise to reconcile these two statements or advise.
9. We note your financing facility with Golden Gate Investors,
Inc.
that you disclose in the third paragraph of this section.  Please
revise to quantify the amount you have available through this
financing facility and briefly discuss the terms of the financing
facility.

Risk Factors, page 5
General
10. We note your response to prior comment 17 and reissue.  We
continue to believe that the current number of subscribers would
be
material to an investor and should be disclosed.  Please revise
the
risk factor "If our efforts to attract subscribers are not
successful" on page 6 to disclose your current number of
subscribers
as of the most recent period or advise us why no revision is
necessary.

We have a history of losses which may continue, page 6
11. Please revise this risk factor to disclose your burn rate and
the
amount you need to continue your operations for the next twelve
months.

If we experience excessive rates of subscriber churn, page 7
12. We continue to believe that information about your churn rates
would be material to an investor and should be discussed.  We note
your supplemental response to prior comment 17 that you are not
able
to provide meaningful churn figures.  If you do not have this
information available, please disclose that fact in this risk
factor.

There are a large number of shares underlying our convertible
debentures, page 10
13. We note that the convertible debentures may be converted into
an
estimated 1,997,195,122 shares of common stock.  We also note your
disclosure under the subheading "The Shares Of Common Stock
Allocated
For Conversion" on page 11 that you are currently not authorized
to
issue that amount of common stock.  Please revise your disclosure
here to disclose the amount you are authorized to issue.  In
addition, please revise your disclosure to explain the type of
corporate actions you will need to take before all of the shares
of
common stock you discuss in this risk factor may be sold without
restriction.

The Shares of Common Stock Allocated For Conversion, page 11
14. Please explain why you expressed doubt in obtaining an
increase
to your authorized shares of common stock.  If this is the case,
please add a separate risk factor to briefly discuss the penalties
that you must pay in the event you cannot issue common stock under
your Securities Purchase Agreement.  In addition, please provide a
more detailed description of the penalties in your MD&A section.

Management`s Discussion and Analysis of Financial Condition, page
13
15. We note your response to prior comment 20; however, continue
to
believe that you should expand your disclosure to discuss any
changes
to your subscriber base.  If true, disclose that you did not have
subscribers during a particular time period.  Please revise
accordingly.

Results of Operations - Three Months Ended March 31, 2005
Compared..., page 16
Net Loss, page 17
16. We note your response to prior comment 23.  Please relocate
the
"Net Loss" section on page 17 to appear below "Revenues."  In
addition, please identify the specific "factors" that account for
the
change in your net loss for this period as well as the period for
the
year ending December 31, 2004.

Advertising, page 18
17. We note your response to prior comment 21 and reissue.  Please
revise this section to discuss any material impact your increased
advertising in 2004 had, or was reasonably expected to have on
your
subscriptions and/or revenue.

Results of Operations - Year Ended December 31, 2004 Compared...,
page 18
General, page 18
18. We note that you compare your cash flows from 2004 to 2003.
Please revise throughout this section to compare the results of
operations for fiscal year 2004 versus 2003 for consistency.  In
the
alternative, disclose the reasons why a comparison between the two
fiscal years would not be material to investors.

Liquidity and Capital Resources, page 21
19. Please revise to disclose your burn rate.
20. We note that your current cash flow will not be sufficient to
maintain your capital requirements and that you will need to raise
additional capital.  Please disclose how long you can satisfy your
cash requirements, given your current amount of working capital.
Refer to Item 303(a)(1)(i) of Regulation S-B.
21. Please expand this section to discuss the proceeds raised from
issuing common stock during the three months ended March 31, 2005
that you disclose on page II-2, Item 26. Recent Sales of
Unregistered
Securities.  Also, ensure that these transactions are adequately
disclosed in the notes to your financial statements for the
quarter
ended March 31, 2005.

Marketing, page 30
22. We note your response to prior comment 33.  Please identify
the
"affiliates" to which you refer.  For example, what is the nature
of
the affiliates (i.e., websites, companies and/or persons)?  In
addition, are these entities affiliated with your company?  Please
revise accordingly.

Selling Stockholders, page 44
23. Please revise footnote 4 to clarify that you are referring to
the
securities to be registered and not the total shares of common
stock
issuable upon conversion of debentures and warrants.

Financial Statements for the Year Ended December 31, 2004
General
24. Please refer to prior comment 44.  Please revise the Notes to
the
financial statements to separately quantify the dollar amounts of
revenues and the related cost of sales associated with the sale of
products and revenues and the related cost from providing
services.
See paragraph 37 of SFAS 131.
Consolidated Balance Sheet, page F-7
25. Please revise the balance sheet to appropriately reflect the
Convertible Debentures at face value less the unamortized discount
related to the warrants and the beneficial conversion feature.
Also,
supplementally tell us, with a view toward expanded disclosure,
why
you have classified the entire amount related to the Convertible
Debentures as a current liability in your balance at December 31,
2004.

Note 1 - Summary of Significant Accounting Policies, page F-11
Revenue Recognition and Cost of Revenue, page F-12
26. Please refer to prior comment 43.  You state in the second
paragraph under the caption, Product and Service Description, on
page
28 that you own all titles that are rented to your subscribers.
In
this regard, please disclose this fact in Note 1 and
supplementally
provide us with your analysis, in appropriate detail, using the
indicators set forth in EITF 99-19 to support your gross reporting
accounting treatment for your online movie and video game rental
operations as well as your online movie and video game sales
operations.  We may have further comments upon receipt of your
response.

Net Income (Loss) Per Share, page F-13
27. Please disclose the number of potential shares of common stock
that were excluded from the computation of diluted earnings per
share
because their effect was anti-dilutive for each period presented.
See paragraph 40(c) of SFAS 128.  Also, expand the note to
disclose
how you calculated your net income (loss) per share information
for
each period presented.

Note 8 - Convertible Debenture, page F-15
28. Please revise the note to explain where the amortization of
the
discount in the amount of $5,602 is reflected in your consolidated
statements of operations for the year ended December 31, 2004.
Please note that the discount should be amortized to interest
expense
using the effective interest method.  See Issue 6 of EITF 00-27
for
guidance.  Also, revise Note 8 and MD&A to explain your accounting
treatment regarding the discount and the impact on your financial
statements.
29. Please ensure that the conversion feature as disclosed in Note
8
is the same as your description of the conversion feature in the
last
paragraph on page 22 (MD&A) and in other sections of the filing.
In
this regard, please revise the filing for consistency.

Note 9 - Gain From Extinguishment of Debt, page F-15
30. Please refer to the third paragraph.  Expand your disclosure
to
incorporate your response to prior comment 47.

Note 10 - Stock Compensation Plans, page F-15
31. Please refer to the second paragraph.  It appears that you
granted stock options during 2003 and 2004 at exercise prices that
were less than the fair market value of your stock on the dates in
which the stock options were granted.  In this regard, please
revise
the filing to recognize compensation expense for the difference
between the exercise price of the options and the fair market
value
of your common stock on the respective dates in which the stock
options were granted.  See paragraph 10 of APB 25.
32. Please expand the note to disclose how you recognized expenses
(i.e., the fair market value of the common stock issued or the
fair
market value of the services rendered) related to common stock
issued
under your Non-Employee Directors and Consultants Retainer Stock
Plan.

Item 26. Recent Sales of Unregistered Securities, page II-2
33. Please refer to the seventh paragraph of this section that
begins
with "Between October 30, 2003."  We note that you sold shares to
two
non-accredited investors.  But in the last paragraph of this
section
you disclose that all of the "offerings and sales were made to a
limited number of persons, all of whom were accredited investors."
We also note in the eighth paragraph that only 89 of the 112
investors who participated in private placements from November 29,
2003 to September 1, 2004 were accredited.  Please revise to
clarify
these discrepancies or advise why no revision is necessary.
34. Please refer to the last paragraph of this section.  We note
that
the securities transfers were restricted by "Radix."  Please
revise
to clarify or advise.
35. Please refer to page II-3, the paragraph that begins with
"From
January 24, 2005 to March 17, 2005."  Please revise to quantify
the
total number of options issued to each party.  Also, if true,
revise
to clarify whether the employee was an officer or director of
Gamezflix.

Exhibits
36. Please provide manually signed currently dated independent
accountants` consents with any amendment.

Other
37. Please comply with our comments as they apply to your Form 10-
KSB
for the year ended December 31, 2004 and your Form 10-QSB for the
quarterly period ended March 31, 2005 (including the interim
period
financial statements for the quarterly period ended March 31, 2005
included in this filing).
38. You are reminded to consider the requirement to update your
financial statements and related information pursuant to Item
310(g)
of Regulation S-B.

* * * * *

      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 dis