SecProbe.io

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Mail Stop 3561

								August 4, 2005

Via U.S. Mail

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

Re: 	GameZnFlix, Inc.
	Amendment No. 2 to Registration Statement on Form SB-2
	Filed July 22, 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.

Cover Page, page 1
1. Refer to the third paragraph.  Please revise to update your
last
reported sales price per share.  Accordingly, please revise
throughout
as appropriate.

Business, page 24
Business Development, page 24
2. We note that on March 5, 2003 you amended your articles of
incorporation so that an increase in your authorized capital stock
could be approved by the board of directors without shareholder
consent and a decrease in your issued and outstanding common stock
could be approved by the board of directors without shareholder
consent.  We could not locate a preliminary Schedule 14C filed on
EDGAR.  Please advise.

Financial Statements for the Year Ended December 31, 2004
Consolidated Balance Sheet, page F-7
Note 8  Convertible Debenture, page F-16
3. As previously requested in our prior comment 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.  This presentation should be
similar to the line item related to your Convertible Debentures as
presented in your balance sheet for the interim period ended March
31,
2005.  Also, revise Note 8 to disclose why you have classified the
entire amount related to the Convertible Debentures as a current
liability at December 31, 2004.

Note 1  Summary of Significant Accounting Policies
Revenue Recognition and Cost of Revenue, page F-13
4. Please refer to our prior comment 26.  Please revise the Note
to
disclose that you own all titles that are rented and/or sold to
your
subscribers as discussed in your response to our comment.

Recent Pronouncements, page F-14
5. Please refer to the last paragraph under the caption, Recent
Pronouncements.  You state that you previously adopted the fair
value
recognition provisions of SFAS No. 123 in the second quarter of
2003.
However, you state under the caption, Stock-Based Compensation, on
page F-14 that you account for stock-based awards to employees in
accordance with APB No. 25 and adopted the disclosure only
alternative
of SFAS No. 123.  In this regard, please reconcile your
disclosures
for consistency.

Note 8  Convertible Debenture, page F-16
6. Please refer to our prior comment 29.  Please ensure that the
conversion feature and price as disclosed in Note 8 is the same as
your description of the conversion feature and price in the ninth
paragraph under the caption, Liquidity and Capital Resources, on
page
20 and in other sections of the filing.  In this regard, please
revise
the filing for consistency.

Note 10  Stock Compensation Plans, page F-16
7. Please refer to the first paragraph.  It appears that the
information in this paragraph is basically the same as the
information
in the third paragraph.  In this regard, please delete the first
paragraph.

Exhibit 23.1
8. Please provide a manually signed currently dated independent
accountants` consent with any amendment.  Since the report of
Smith &
Company dated March 28, 2005 and the related financial statements
for
the year ended December 31, 2004 are included in this Form SB-2
(and
related amendments thereto), please revise the consent to delete
the
incorporation by reference language.

Other
9. You are reminded to consider the requirement to update your
financial statements and related information pursuant 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 disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* The action of the Commission or the staff, acting pursuant to
delegated authority in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* The company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Katherine Mathis at (202) 551-3383 or Joe
Foti
at (202) 551-3816 if you have questions regarding comments on the
financial statements and related matters.  Please contact Rolaine
Bancroft at (202) 551-3313 or me at (202) 551-3755 with any other
questions.

      	Regards,

      	Max A. Webb
      	Assistant Director

cc:	Stephen Fleming, Esq.
	Sichenzia Ross Friedman Ference LLP
	via facsimile:  (212) 930-9725

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Mr. John Fleming
GameZnFlix, Inc.
August 4, 2005
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