SecProbe.io

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                          Sichenzia Ross Friedman Ference LLP
                     1065 Avenue of the Americas   New York NY 10018
                     Tel 212 930 9700 Fax 212 930 9725   www.srff.com

                                        May 3, 2005

Ms. Sara W. Dunton
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

Re:  GameZnFlix, Inc.
     Form SB-2 filed January 20, 2005
     File No. 333-122162

Dear Ms. Dunton:

This firm represents GameZnFlix, Inc. (the "Company") in the
above-referenced matter.  Enclosed for filing is the Company's
Amendment No. 1 to its Form SB-2 for filing.  Below, please find our
responses to your February 17, 2005 comment 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.

Response

The Company has advised that it has incorporated all comments
into its 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 GameZnFiix Racing and
Merchandising), appointed a new president, and opened a
distribution center in Sterling, Colorado.

Response

The filing has been updated to reflect recent events.

3.  We could not locate the Convertible Debenture issued to Golden
Gate Investors among your list of exhibits. Please revise or advise.

Response

We have filed the convertible debenture as an exhibit to the
registration statement.

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.

Response

We have revised throughout the document to refer to the selling
stockholder in the singular tense.

5.  Please disclose more information regarding your customer base
throughout the filing where appropriate, such as the summary,
risk factors and business sections.

Response

Since the Company has only recently commenced operations in
September 2004 it does not have meaningful data on its customer
base.  As a result, we do not believe we should incorporate this
information into the registration statement.

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.

Response

The dollar amount is the dollar amount of the debenture being
converted.  We have clarified throughout the document.

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 arc 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.

Response

We have revised the disclosure to make a clear distinction
between the calculation of the number of shares to be converted
and the conversion price.  Further, we have clarified what is
meant by the 18% discount.

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.

Response

We have clarified the appropriate formula throughout the
registration statement.

9.  Please revise to briefly describe the terms of the common stock
purchase warrants.

Response

We have described the terms of the warrants.

Prospectus Summary, page 3
GamcZnFlix, 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.

Response

We have revised to indicate that this policy is for DVDs and
games.

11.  Please revise to disclose your monthly "burn rate" and what
month you will run out of money, assuming no change in present trends.

Response

We have revised to include our monthly burn rate and the month
in which the Company will run out of money.

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).

Response

We have revised the registration statement to state the number
of shares to be outstanding after the offering.

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.

Response

We have revised the summary and use of proceeds to discuss the advances.

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.

Response

Golden Gate is required to exercise the warrant at $1.09
concurrently with the exercise of its warrant.  We have revised
the registration statement to discuss the concurrent exercise
and conversion in more detail.

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.

Response

We have revised to provide an example of the conversion and
exercise in this section.

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.

Response

We have filed the convertible debenture as exhibit 4.25 to the
registration statement.  The 9.99% limitation can be located in
section 3.5 of the convertible debenture.

Risk Factors, page 5

17.  To provide context for the risk factors relating to attracting
subscribers, and minimizing subscriber chum, please revise to
disclose the number of customers you currently have, and the
general rate of growth and/or chum in your customer base you
have experienced since the business started.

Response

As the Company only recently commenced its rental activities it
is unable to provide any meaningful churn figures.  As a result,
we do not believe the inclusion of a churn figure in this risk
factor is appropriate.

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.

Response

We have revised the risk factor section to include a section on
website maintenance and Internet transactions and the exposure
to regulation of Internet based businesses.  We do not believe
that it is necessary to include a risk factor relating to the
verbal agreements with the supplier and fulfillment provider as
the Company is now doing all fulfillment in-house and the
Company believe that if the supplier agreement is terminated
that it will be easy to replace with another source for titles.

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.

Response

The Company has disclosed that its stock has been trading on the
Berlin Stock Exchange and the Frankfurt Stock Exchange and the
related price.

The Company listed on these exchanges in order to create access
to European investors.

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.

Response

As the Company only recently commenced its rental activities it
is unable to provide meaningful comparisons of its subscriber
base.  As a result, we do not believe the inclusion of
subscriber comparisons is appropriate at this time.

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.

Response

We have revised to discuss known trends including that the
Company does not anticipate continuing an increased level of
television advertising and that the advertising expenses in the
next twelve months should decrease as compared to fiscal year 2004.

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.

Response

In March 2004, the Company launched its website,
http://www.gameznflix.com.  However, it did not fully commence
its operations in the online DVD and video game rental until
September 2004.  The Company continued to make improvements to
its web site from March 2004 through September 2004.  The
Company continued to incur consulting fees through September 2004.

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

Response

As requested, we have relocated the Net Loss section.

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.

Response

We have disclosed the net cash used by operating activities.

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.

Response

We have revised the MDA to reflect the prepaid amounts.

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
arid 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 EITE 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.

Response

The Company has accounted for the detachable warrants and
beneficial conversion feature related to the Golden Gate
convertible denture in accordance with EITF 00-27.
Additionally, note disclosure no. 8 to the financial statements
describes the accounting treatment.

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.

Response

We have revised to