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

                                 FORM 10-KSB/A

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________

                              COMMISSION FILE NUMBER: 0-29113

                                     GAMEZNFLIX, INC.
               (Exact Name of Registrant as Specified in Its Charter)

                 Nevada                                        54-1838089
(State or Other Jurisdiction of Incorporation              (I.R.S. Employer
               or Organization)                           Identification No.)

      1535 Blackjack Road, Franklin, Kentucky               42134
      (Address of Principal Executive Offices)           (Zip Code)

             Registrant's telephone number:  (270) 598-0385

     Securities registered pursuant to Section 12(b) of the Act: None

     Securities registered pursuant to Section 12(g) of the Act: Common
                          Stock, $0.001 Par Value

     Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) been subject to such filing requirements for the past 90 days.
Yes    X       No           .

     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-KSB or any amendment to this Form 10-KSB [X].

     The Registrant had revenues of $143,421 for the fiscal year ended
on December 31, 2003.  The aggregate market value of the voting stock
held by non-affiliates of the Registrant as of April 12, 2004:
$45,001,556.  As of April 12, 2004, the Registrant had 556,157,882
shares of common stock issued and outstanding.

     Transitional Small Business Disclosure Format (check one): Yes   No X .

The Registrant, by this Form 10-KSB/A, amends the following: (a) Item
1, Description of Business; (b) Item 2, Description of Property; (c)
Item 6, Management's Discussion and Analysis of Financial Condition
and Results of Operations; (d) Item 7, Financial Statements; (e) Item
8, Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure, to revise disclosure regarding a past
relationship with the current independent accountant for the
Registrant; (f) Item 9, Directors, Executive Officers, Promoters and
Control Persons, to reflect the current directors and officers
signing this Form 10-KSB/A; (g) Item 12, Certain Relationships and
Related Transactions, to disclose information about a forbearance
agreement involving one of the subsidiaries of the Registrant; and
(h) Item 13, Exhibits and Reports on Form 8-K, to correct certain
disclosures in the Exhibit Index, and provide new certifications at
Exhibits 31 and 32.  Besides these changes, no other changes have
been made to the Form 10-KSB for the fiscal year ended December 31,
2003.  In addition, the remaining information in this amended Form
10-KSB has not been changed or updated to reflect any changes in
information that may have occurred subsequent to the date of the
reporting period that this Form 10-KSB relates.

PART I.

ITEM 1.  DESCRIPTION OF BUSINESS.

Business Development.

     GameZnFlix, Inc. ("Registrant") was formed in Delaware in June
1997 under the name SyCo Comics and Distribution Inc. and is the
successor to a limited partnership named SyCo Comics and Distribution
formed under the laws of the Commonwealth of Virginia on January 15,
1997, by Sy Robert Picon and William Spears, the co-founders and
principal shareholders of the Registrant. On February 17, 1999, SyCo
Comics and Distribution Inc. changed its name to Syconet.com, Inc.
With the filing of Articles of Merger with the Nevada Secretary of
State on April 12, 2002, the Registrant was redomiciled from Delaware
to Nevada, and its number of authorized common shares was increased to
500,000,000.  On November 21, 2002, the Registrant amended its articles
of incorporation changing its name to Point Group Holdings,
Incorporated.  On March 5, 2003, the Registrant again amended its
articles of incorporation so that (a) an increase in the authorized
capital stock of the Registrant can be approved by the board of
directors without shareholder consent; and (b) a decrease in the issued
and outstanding common stock of the Registrant (a reverse split) can be
approved by the board of directors without shareholder consent.  On
July 11, 2003, the Registrant amended its articles of incorporation to
increase the number of authorized common shares to 900,000,000.  On
January 26, 2004, the name of the company was changed to "GameZnFlix,
Inc" by the filing of amended articles of incorporation.

     During the period of July 2002 to September 2002, the Registrant
acquired two companies, AMCorp Group, Inc., a Nevada Corporation
("AmCorp"), and Naturally Safe Technologies, Inc. also a Nevada
corporation ("NSTI").  On September 25, 2003, the Registrant acquired
Veegeez.com, LLC, a California limited liability company ("Veegeez").
The change in the name of the company to GameZnFlix, Inc. was done in
order to reflect the direction of the company into the entertainment
DVD and video game rental market.

Business of the Registrant.

     AMCorp was formed in July 2002.  It consisted of a group of
consultants who worked together for the past 7 years providing
services to companies who desired to be listed on the Over the Counter
Bulletin Board or were currently listed.   NSTI was formed in January
1999 and owns three patents on a product known as Season's Greenings.
This product assists cut Christmas trees to retain water to help
ensure greener and fresher trees, and to resist catching fire.  These
two subsidiaries are not currently active as the company is focusing
its efforts on the online business.  The percentage of total revenues
for the 2003 fiscal year attributable to AmCorp is approximately 2%
and for Naturally Safe is approximately 88%.

     Veegeez was formed as limited liability company in April, 2002 in
Santa Clarita, California, and operations commenced in June 2002.  The
company provided subscribers with access to a comprehensive library of
over 560 Xbox, Playstation 2, Playstation, and Nintendo Gamecube
titles.  The subscription plans allowed subscribers to have 2-6 titles
out at the same time with no due dates, shipping charges or late fees
for $17.25 to $34.95 per month ($222.00 per year).  Subscribers could enjoy as
many titles as they wish during their subscription time.  Games were
selected via the website www.veegeez.com via the queue system. 30.

     In March 2004 when the www.gameznflix.com website was first
published, the subscribers to veegeez.com were integrated into the
gameznflix.com website.  Subscribers had access to both websites for
the one fee.  This also worked the other way for www.gameznflix.com
subscribers in order for the both sets of subscribers to have access
to both DVD and video game titles.  In April 2004 the veegeez.com
subscribers were completely transferred to gameznflix.com as the new
website included the game titles and DVD titles under one site.  In
May 2004 www.veegeez.com website was closed with a re-direction to
www.gameznflix.com

     The Registrant, through its website, www.gameznflix.com, is an
on-line DVD and video game rental business dedicated to providing
customers a quality rental experience.  The Registrant's service is an
alternative to store based gaming rentals that offer a high level of
customer service, quality titles, and product availability.

     Management believes that the Registrant is in a good position to
take advantage of the following market conditions:

     - Start-up opportunities exist in the on-line video game
       rental business.

     - The need for use of efficient distribution and financial methods.

     - Under-served market that has growth opportunity.

     - Existing video game rental companies' uneven track record in
       providing customer service.

     The Registrant's internally developed software enables the
company to customize its website for each subscriber currently and in
the future.  Since the company's software is internally developed, the
website is easily changed and expanded to meet customer needs and
provide vital business information.  The Registrant's online interface
with customers eliminates the need for costly retail outlets and
allows it to serve a national customer base with low overhead costs.

     The Registrant currently provides rental services to its
subscribers, as well as of used as well as new video game titles at a
discounted price.  Management believes by adding these additional
services the company will be able to complement its rental service by
increasing cash flow and capitalizing on impulse sales to its current
subscribers.

     The Registrant seeks to provide its customers with a large
selection of video game rental choices on a monthly subscription
basis.  Customers can sign-up via the web page to rent video games of
their choice.  The games are then shipped to the customer via first
class mail once they have made their selection(s).  Active subscribers
can retain the games for an indefinite amount of time as long as they
are active paying subscribers.  Customers can exchange their
selections at anytime by returning their game(s) in the pre-addressed
package provided.

(a)  Product and Service Description.

     The Registrant offers both DVD movie and video game rental
services to its subscribers.  Members can choose from rental packages
of 3 - 6 titles outstanding at one time on a monthly subscription
basis.  Plans are priced at $17.25 for 3 titles package and increase
by $5.00 for each package.

     Customers can choose from rental packages of 3 - 6 games
outstanding on a monthly subscription basis with unlimited replacement
of products as long as they are active subscribers.  Plans are priced
at $17.25 for the 3 game package and increases by $5 for each
package.  Applicable tax is also collected for California residents.

     In March 2004, the Registrant signed a supply agreement with a
national entertainment distributor.  The supply agreement is designed
to enable the Registrant to access the most current DVD and video game
titles for purposes of meeting rental requests.

     The Registrant's proprietary queue system and dynamic web server
based database system automatically select the next game a customer
receives based on factors such as the subscriber's next game
preferences, game availability, length of time a subscriber has been
with us, and the subscriber's subscription plan level.  To date, the
Registrant has achieved in excess of 90% accuracy rate for shipping
titles to its subscribers.

     This system also allows customers the option of putting a "hold"
on games for up to five days if a game title is not available when a
customer's returned game or games is received.  The "hold" can be used
to wait for a game that has been released already, but is out of stock
or to wait for a future release title.  This option allows customers to
have control over which title they will receive, rather than just
receiving the next available game in their queue.

     All products sold, DVD's and games, are offered to current
subscribers at a 10% discount.  Used games are priced based on the
length of time the game has been in service, the current market rate
(as determined by on-line sites like Amazon.com, and EBGames.com), and
customer demand to maximize profit.  For example, most new games are
sold for $49.99 at retail stores and for $49.99 plus shipping from on-
line stores.  The Registrant offers the games at a price of $46.99
plus shipping charges paid by the customer.  Since the average cost of
a new game is approximately $41, and the Registrant's overhead costs
are low, there is a profit potential even at the reduced price of
$46.99.  Additionally, the sales of used and new games will supplement
the rental business by increasing the number of games available to the
company's subscribers.

     For the period of April 2004 through December 2004, the average
number of active subscribers per month has been 2,052.  The amount of
revenues that have been generated from these subscriptions has been a
total of $258,189.

     Based on the numbers presented in the past paragraph, management
estimates that the company will grow at a rate of 400 new members per
month.  Based on a monthly subscription rate of $17.25 per member,
this results in a projection of $1,348,191 of revenue by year-end 2005.

(b)  Competitive Comparison.

(1)  Overview.

     The market for in-home filmed entertainment and gaming products is
intensely competitive and subject to rapid change. Many consumers
maintain simultaneous relationships with multiple in-home
entertainment providers and can easily shift spending from one
provider to another. For example, consumers may subscribe to HBO, rent
a DVD or game from Blockbuster, buy a DVD or game from Wal Mart and
subscribe to the Registrant's service, or some combination thereof,
all in the same month. Competitors may be able to launch new
businesses at relatively low cost. DVD's and game rentals represent
only one of many existing and potential new technologies for viewing
filmed entertainment or playing games.  If the company is unable to
successfully compete with current and new competitors and
technologies, it may not be able to achieve adequate market share,
increase its revenues, or attain profitability.  Our principal
competitors include, or could include:

     - video and game rental outlets, such as Blockbuster and Hollywood
       Entertainment;

     - movie and game retail stores, such as Best Buy, Wal-Mart and
       Amazon.com;

     - Subscription entertainment services, such as HBO and Showtime;
     - pay-per-view services;

     - online DVD and game sites, such as FilmCaddy.com and
       Walmart.com;

     - Internet movie providers, such as Movielink, CinemaNow.com and
       MovieFlix;
     - cable providers, such as AOL Time Warner and Comcast; and
     - direct broadcast satellite providers, such as DIRECTV and
       Echostar.

     Many of the Registrant's competitors have longer operating
histories, larger customer bases, greater brand recognition and
significantly greater financial, marketing and other resources than we
do.  Some of the competitors have adopted, and may continue to adopt,
aggressive pricing policies and devote substantially more resources to
marketing and Web site and systems development than the company does.
The growth of the Registrant's online entertainment subscription
business since its inception may attract direct competition from other
larger companies with significantly greater financial resources and
national brand recognition.

     For example, in 2003, Wal Mart's online affiliate, Walmart.com,
launched an online DVD subscription service, Wal-Mart DVD Rentals.
Likewise, Blockbuster acquired an online DVD subscription service,
FilmCaddy.com.  The Registrant also competes with Netflix.com, an
online DVD rental service. Increased competition may result in reduced
operating margins, loss of market share and reduced revenues.  In
addition, the company's competitors may form or extend strategic
alliances with studios and distributors that could adversely affect
the company's ability to obtain titles on favorable terms.

(2)  Games Rentals.

     The Registrant's competition comes in two main forms:

Chain rental stores:

     The Registrant's indirect competitors include traditional retail
stores that offer video game rentals such as Blockbuster, Hollywood
Video, and other national and local video rental stores.  These
companies are formidable, established competitors for video and game
rentals.  The primary business of these companies is not to rent video
games, yet to rent movies to their customers.  Additionally, late
returns are assessed by some of these companies for relatively short
rental periods.

Online competitors:

     Currently there are approximately 12 direct competitors that
provide online video game rentals. Some of our competitors include
AngelGamer.com, DVDAvenue.com, Gamez2go.com, Govojo.com, Midwest-
games.com, RedOctane.com, Rent-a-realm.com, Gamefly.com, and
Videogamealley.com.  Each of these competitors offers rental packages
on a monthly subscription basis with offerings of one to eight games
available at varying prices.

     The Registrant, like some of its competitors, offers a toll free
customer service phone number 12 hours a day, six days a week.  The
company also takes customer inquiries and requests via its e-mail
address and maintain a policy to answer each e-mail within 6 hours.

(3)  DVD Rentals.

Chain rental stores:

     There are a number of retail stores located across the country
for the chain store competitors:

     Strengths: national image, high volume, multiple locations, general
familiarity.

     Weaknesses: lack of regular product availability, inadequate service
and support knowledge, lack of personal attention, video game rentals
are not their core business (and therefore is generally neglected),
high overhead costs.

Other local video rental stores:

     The number and size of these competitors varies, but is not
substantial. They are competing against the chains in an attempt
to offer lower prices and a more customer friendly staff.   They offer
a certain amount of customer service, as this is their only business
as compared to the chain rental stores.

Online competitors:

     The number of online competitors is growing.  Management is aware
of 12 other online services, such as NetFlix.com (the dominant force
in this sector).  Competitors vary in their service offerings, but
most offer the same basic services as the Registrant.

(4)  Sale of New/Used Video Games and DVD's.

     The Registrant now offers for sale used video games, new games,
and video game system accessories such as controllers, memory cards,
and cables.  The offering of these products for sale have been
integrated with the existing website.  Management believes these new
offerings will complement the current rental service as many of the
Registrant's subscribers have indicated that they rent games to decide
which games they would like to buy in the future.

     Chain rental stores and other local rental stores also sell
DVD's.  In addition, DVD's are sold by large retailers, including Wal
Mart, Target, and Best Buy.  These strengths and weaknesses of these
stores are set forth above.  The Registrant is not aware of any other
online rental service that also sells DVD's and games.

(c)  Fulfilment.

     In early April 2004, the Registrant found that the demand for DVD
movies and video games was greater than expected and that its
subsidiary Veegeez.com, LLC could not handle this increase.  The
Registrant researched other methods of handling the demand and settled
on the outsourcing of shipments and inventory control.   The
Registrant retained the services of National Fulfillment, Incorporated
with locations in Nashville, Tennessee and Los Angeles, California to
assume the operations.  The Registrant then closed Veegeez.com, LLC
and consolidated its business activities under the parent company.
National Fulfillment provides shipping, receiving and inventory
control to the Company, which are billing weekly for services rendered.

     The Company owns all titles that are rented to the membership.
The Company purchases titles based on membership request for a title.
The Company is building the inventory based on membership requests.
The Company purchases its inventory from Ingram Entertainment, Inc.
for cash.

     The California location services the subscriber base West of the
Rocky Mountains, while the Tennessee location services the subscriber
base to the East of the Rockies.  By maintaining two locations, the
Registrant will be able to decrease the mailing times to an average
of 3 days or less for a one-way mailing for approximately 80% of the
subscriber base.  Management believes this will give us a competitive
edge over our on-line competitors as none of them, we believe,
maintain multiple shipping locations.

     Delivery of the video game discs and DVD's is provided by first
class mail.  The average cost of delivery for the shipment is $1.20.
The delivery of each subsequent game costs $0.60 for shipment to the
customer and $0.60 for each return.  National Fulfillment processes
each of the company's orders.

(d)  Technology.

     Technology plays a vital role in the development and day-to-day
operations of the Registrant.  All orders are taken by credit card via
our web site at GameZnFlix.com and processed through Authorize Net
software and our Humboldt Bank merchant account. Data resulting from
customer sales transactions is transferred to our proprietary
webserver based database system. This database system provides the
necessary information for accounting, sales, customer service,
inventory management, and marketing information needs and is
accessible directly through any Internet connection.

(e)  Marketing.

     The Registrant's market of the gaming portion of its website is
the hard core gamer that purchases and rents games on a regular basis,
while the DVD portion of the Registrant's website will be targeting
the DVD market of NetFlix.com.

     The Registrant is targeting subscribers of other services through
its affiliate program, which is a commission based referral program
that is administered through Commission Junction.  Participants of the
affiliate program can receive up to $70.00 for each new subscriber sale.

     Since the target market for the Registrant's gaming rentals is
already renting games from traditional rental stores, the most
important market needs are a higher level of support and service, a
greater value for the money they spend, and greater product
availability.  One of the key points of the Registrant's strategy is
the focus on hard-core gamers that know and understand these needs and
are looking to pay less, and spend less time to have them filled.

     It is management's belief that the most obvious and important
trend in the market is an increase in the number of people playing
video games.  The market has seen a marked increase in the video game
titles available as a result.  The 2002 calendar year saw over 400
titles released for the video game systems we support and projections
show that this number will increase in both 2003 and 2004.

     It is also management's belief that a second trend is that video
game players are becoming more and more unsatisfied with the current
video game rental stores.  Late fees, short rental times, and a
general lack of customer service support are all strong reasons why
video game players are looking for an alternative.

     A third trend is ever-greater connectivity, with more people
getting onto the Internet, and purchasing more items over the
Internet.  Items such as computer hardware, apparel, consumer
electronics, office supplies, toys, movies and video games are all
seeing increasing numbers of online sales.

     The market for video game hardware, software and accessories
increased 43% in 2001 versus the prior year and is worth an estimated
$9.4 billion in 2001, according to professional forecasts published by
the NPD Group, Inc. in February of 2002.  The growth in 2001 was
mainly due to the launch of three new gaming systems: Nintendo's
Gamecube and Game Boy Advance, and Microsoft's Xbox.  Growth of the
video game market is expected to grow over 40% from 2001 to 2006,
according to a February 2002 report from DFC Intelligence.  There are
approximately 18 million Xbox, Playstation 2, and Gamecube consoles
that have been sold in the United States.

     An estimated 15% of the Registrant's current subscriber base is
college students.  Advertisement in school newspapers, on college
websites, and other advertising media will be placed at college
campuses in targeted cities.

     In February 2004, the Registrant retained the services of AdSouth
Partners, Inc., a national ad agency, to assist in the launch and
marketing of its website http://www.gameznflix.com.  Through AdSouth
Partners, Inc., the Registrant has begun a direct television response
advertising campaign that covers 13 different national television
channels by use of two different commercials, starring Dennis Cole (a
television and movie actor) and Ben Curtis (the former star of Dell
television commercials).  The current television ad campaign will cover
the period from April 2004 to February 2005 on a monthly basis, and the
advertising has all been prepaid.  The last advertisement in this
campaign will be a commercial to be aired during the 4th quarter of the
upcoming Super Bowl through Fox Local stations.

     The Registrant also has a military discount program that provides
members of the military armed forces discounted monthly membership
fees.  This program provides to these individuals a $0.75 discount to
each subscription program.

     The initial marketing program consisted of Internet search engine
and directory placement.  An initial $500.00 was spent to subscribe to
the 5 major search engines such as Yahoo.com.  This program is
intended to increase awareness of the Registrant's services and direct
potential customers to its websites.  Achievement should be measured
by click-through rates from these services.

     Pay-per-click advertising services through the major search
engines are also another part of our current marketing program.  A
budget of $10,000 per month has been established to increase click-
through rates.  This service is much more targeted than regular search
engine placement.  The service works by bidding to be placed on the
top of the page for key search terms such as video game rental, or
online video game rentals.  If the Registrant's bid is one of the
three highest bids, the company is placed at the top of all search
engine pages that subscribe to this service.

     Another key marketing program is banner advertising. An initial
budget of $45,000 per month will be used and will be initiated once
funding has been garnered.  The program is intended to markedly
increase our subscriber base, as we will reach a much larger number of
potential subscribers. Achievement should be measured by the increase
in subscribers.

(g)  Strategy and Implementation Summary.

Emphasize service and support.

     The Registrant must differentiate itself from the competition.
The company needs to establish our service offering as a clear and
viable alternative to time period rentals.

Build a relationship-oriented business.

     Build long-term relationships with subscribers, not single-
transaction deals; become their video game rental site of choice, not
just a vendor; and make them understand the value of the relationship.

Differentiate and fulfill the promise.

     The company cannot just market and sell service and support, it
must actually deliver as well.  Therefore, the company must make
certain to implement a service-intensive business.

(h)  Dependence on Major Customers

     The Registrant does not rely nor is it dependent on one or a few
major customers

(i)  Need for Governmental Approval

     The Registrant believes that none of its business operations
require governmental approval.

(j)  Effect of Governmental Regulation on Business

     The Registrant is not aware of any existing governmental
regulation and does not anticipate any governmental regulation that
materially affects the company's ability to conduct its business
operations.

(k)  Research and Development

     During the last fiscal year the Registrant has engaged in
research and development activities, including the development of the
online games, as described above. The portion of the Registrant's
operating costs that is allocable research and development is immaterial.

(l)  Compliance with Environmental Laws

     The costs of compliance with environmental laws are nominal, if
any, and are therefore immaterial to the Registrant's operations.

(m)  Employees.

     The Registrant current has 3 employees and 8 paid consultants.
The Registrant plans to add up to 15 employees during 2004 in the
areas of management, customer service, and support.

Subsequent Events.

     In February 2004, the Registrant was approved to trade shares on
the Third Market Segment of the Berlin Stock Exchange under the
trading symbol of "PQJ.BE.  The Registrant was also approved to trade
shares on the Third Market Segment of the Frankfurt Stock Exchange
under the trading symbol of "PQJ.FSE".

ITEM 2.  DESCRIPTION OF PROPERTY.

     The Registrant does not lease or rent any property.  The
Registrant's corporate office is located in a 700 square foot office
in Franklin, Kentucky at the president's home-based office.
Management believes that this office space is currently adequate for
the needs of the company.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.

     The following discussion and analysis of financial condition and
results of operations is based upon, and should be read in conjunction
with, its audited financial statements and related notes included
elsewhere in this Form 10-KSB, which have been prepared in accordance
with accounting principles generally accepted in the United States.

Overview.

     The Registrant, through its website www.gameznflix.com, is an on-
line console video game rental business dedicated to providing
customers a quality rental experience.  The company offers customers a
reliable, web-based, high-quality alternative to traditional store
based gaming rentals on a national scale.  The Registrant's service
is an alternative to store based gaming rentals that offers a high
level of customer service, quality titles, and superior product
availability.

     In March 2004, the Registrant launched its website,
http://www.gameznflix.com, and began operating in the online DVD and
video game rental industry.  In conjunction with the website launch,
the company also launched a national television ad campaign designed
to create awareness among the Registrant's target consumers and to
generate traffic to the website.  In May 2004, the company is set to
launch the second phase of the television ad campaign.  This second
phase is more narrowly designed to attract the core consumer to the product.

     The Registrant believes that its planned growth and profitability
will depend in large part on the ability to promote its services, gain
clients and expand its relationship with current clients.
Accordingly, the Registrant intends to focus its attentions and
investment of resources in marketing, strategic partnerships, and
development of its client base.  If the Registrant is not successful
in promoting its services and expanding its client base, this may have
a material adverse effect on its financial condition and the ability
to continue to operate the business.

     The major assumptions relating to the revenue and membership
growth are as follows: It is estimated that the company will grow at a
rate of 3,000 new members per month beginning in April 2004 after the
launch of www.gameznflix.com, which results in 24,000 members by year-
end 2004.  Based on a monthly subscription rate of $17.25 per member,
this results in a projection of $400,000 of revenue by year-end 2004.
As of September 30, 2004, the Company records reflect $153,395 of
revenue, leaving $246,605 for the 4th Quarter of 2004.

     The Registrant can satisfy its cash requirements for
approximately six months from December 31, 2003 before it needs to
raise additional funds.

(a)  Revenues.

     The Registrant reported $143,421 in gross income for the twelve
months ended December 31, 2003, and $202,234 for the twelve-month
period ended December 31, 2002.  This represents an approximate 30%
decrease for the twelve months period.  The decreased revenue was due
to the consulting services ending to various businesses.  The cost of
goods for the twelve months ended December 31, 2003 was $15,976
compared to the $99,451 for the same period ending December 31, 2002.
This represents an approximate decrease of 600% for the twelve-month
period.  The decrease in the cost of goods sold was due to management
deferring salaries and wages during the twelve-month period.  This
resulted in a twelve-month gross profit of $127,445 for the twelve
period ended December 31, 2003, and $102,693 for the twelve-month
period ended on December 31, 2002.  This represents an approximate
124% increase in gross profit for the Registrant.

(b)  Expenses.

     Total expenses for the twelve months ended December 31, 2003 was
$1,313,255, while the same expenses for the same period ended December
31, 2002 totalled $656,977.  This represents an increase of
approximately 200% for this period over the same period last year.
For the twelve months ended December 31, 2003, selling, general and
administrative expenses totalled $95,600, compared to $109,468 for the
twelve months ended December 31, 2002.  This reflects a decrease of
approximately 14%.  The decrease in these expenses is due primarily to
the reduction in advertising and marketing services and interest on
loans in the subsidiaries.

     For the twelve months ended December 31, 2003, consulting fees
totalled $889,793, compared to $57,385 for the twelve months ended
December 31, 2002.  This reflects in an increase of a 1550%.  This
increase in these expenses is due primarily to hiring of business
consultants to develop the Registrant's business model for the
launching of the DVD movie and video game on-line rental service.

     The Registrant incurred professional fees expense charges of
$165,521 in the twelve months ended December 31, 2003, compared with
charges of $116,809 in the same period ended December 31, 2002.  This
represents an increase of 142% for this period over the same period
last year.  The increase in these expenses is due to legal and
accounting fees of the acquisition of Veegeez.com, LLC, and on going
fees required of the Registrant being a fully reporting on the Over
the Counter Bulletin Board.

(c)  Depreciation and Amortization.

     Depreciation and amortization for the year ended December 31,
2003 was $33,016 compared to zero for the fiscal year ended December
31, 2002. The increase was due to an overall increase in depreciable
fixed assets of approximately $64,000 as result of purchases made
during 2003.

(d)  Interest Expense.

     The Registrant incurred interest expense of $21,161 during the
fiscal year ended December 31, 2003, compared with $362,848 in the
fiscal year ended December 31, 2002, a decrease of approximately 94%.
The decrease was primarily due to an overall reduction of interest
bearing related liabilities by approximately $1,044,000.  This
reduction was primarily a result of $963,000 in debt extinguishments
during 2003.

(e)  Extinguishment of Debt.

     In January 2003, note holders forgave the Registrant's debts and
interest accrued in the amount of $268,132.

     In May 2003, the Registrant ceased operation of Prima
International, LLC, one of its wholly owned subsidiaries.  The loan
payable to Prima of $6,300 was forgiven and the Registrant recognized
a gain from forgiveness of debt of $6,300.

     In December 2003, management determined that accrued payables in
the amount of $688,188, relating to activities prior to Syconet's
merger with the Registrant, are of questionable validity.  No demands
have been made of current management or the prior management group,
and the Registrant's records do not provide sufficient information to
confirm any amounts due.  The amount has been credited to gain on
extinguishment of debt in the current year.

(f)  Net Profit.

     The Registrant reported a net operating loss of $1,206,969 for
the twelve months ended December 31, 2003.  This is compared to a net
operating loss of $916,616 for the same period ended December 31,
2002, which was due primarily to the increased use of outside business
consultants. The Registrant reported a net loss of $228,270 for the
period ending December 31, 2003.  This is compared to the net loss of
$885,163 for same period ended December 31, 2002, the decrease is due
to the recovery from extinguishment of debt from the prior entity
known as Syconet.com.

(g)  Income Tax Benefit.

     At December 31, 2003, the Registrant has net operating loss
carryforwards totalling approximately $8,700,000, which may provide
future tax benefits.  The carryforwards begin to expire in fiscal year
2017.  Because of ownership changes nearly all of this net operating
loss carry forward may be limited for use by the Registrant by
Internal Revenue Code Section 381.  The Registrant has not recognized
any of this limited tax benefit as an asset due to the uncertainty of
future income.

Factors That May Affect Operating Results.

     The operating results of the Registrant can vary significantly
depending upon a number of factors, many of which are outside its
control.  General factors that may affect the Registrant's operating
results include:

     - market acceptance of and changes in demand for products and
       services;

     - a small number of customers account for, and may in future periods
       account for, substantial portions of the Registrant's revenue, and
       revenue could decline because of delays of customer orders or the
       failure to retain customers;

     - gain or loss of clients or strategic relationships;

     - announcement or introduction of new services and products by the
       Registrant or by its competitors;

     - price competition;

     - the ability to upgrade and develop systems and infrastructure to
       accommodate growth;

     - the ability to introduce and market products and services in
       accordance with market demand;

     - changes in governmental regulation; and

     - reduction in or delay of capital spending by clients due to the
       effects of terrorism, war and political instability.

     The Registrant believes that its planned growth and profitability
will depend in large part on the ability to promote its services, gain
clients and expand its relationship with current clients.  Accordingly,
the Registrant intends to invest in marketing, strategic partnerships,
and development of its customer base.  If the Registrant is not
successful in promoting its services and expanding its customer base,
this may have a material adverse effect on its financial condition and
its ability to continue to operate its business.

     The Registrant is also subject to the following specific factors
that may affect its operating results:

(a)  Competition.

     The market for on-line rental of DVD's and games is
competitive and the Registrant expects competition to continue to
increase.  In addition, the companies with whom the Registrant has
relationships could develop products or services, which compete with
the Registrant's products or services.  Also, some competitors in the
Registrant's market have longer operating histories, significantly
greater financial, technical, marketing and other resources, and
greater brand recognition than the Registrant does.  The Registrant
also expects to face additional competition as other established and
emerging companies enter the market for on-line rentals.  To be
competitive, the Registrant believes that it must, among other things,
invest resources in developing new products, improving its current
products and maintaining customer satisfaction. Such investment will
increase the Registrant's expenses and affect its profitability. In
addition, if it fails to make this investment, the Registrant may not
be able to compete successfully with its competitors, which could have
a material adverse effect on its revenue and future profitability.

(b)  Technological and Market Changes.

     The markets in which the Registrant competes are characterized by
new service introductions, evolving industry standards, and changing
needs of customers.  There can be no assurance that the Registrant's
existing services will continue to be properly positioned in the
market or that it will be able to introduce new or enhanced products
into the market on a timely basis, or at all.  Currently, the
Registrant is focusing on upgrading and introducing new services.
There can be no assurance that enhancements to existing services or
new services will receive customer acceptance.

(c)  Ability to Attract and Retain Subscribers.

     The Registrant must continue to attract and retain subscribers.
To succeed, the company must continue to attract subscribers who have
traditionally used video and game retailers, video and game rental
outlets, cable channels, such as HBO and Showtime and pay-per-view.
The Registrant's ability to attract and retain subscribers will depend
in part on its ability to consistently provide its subscribers a high
quality experience for selecting, viewing or playing, receiving and
returning titles.  If consumers do not perceive the service offering
to be of quality, or if the company introduces new services that are
not favorably received by them, the company may not be able to attract
or retain subscribers.  If the efforts to satisfy its existing
subscribers are not successful, the Registrant may not be able to
attract new subscribers, and as a result, revenues will be affected
adversely.

     The Registrant must minimize the rate of loss of existing
subscribers while adding new subscribers.  Subscribers cancel their
subscription to the company's service for many reasons, including a
perception that they do not use the service sufficiently, delivery
takes too long, the service is a poor value and customer service
issues are not satisfactorily resolved.  The Registrant must
continually add new subscribers both to replace subscribers who cancel
and to grow the business beyond the current subscriber base.  If too
many of subscribers cancel the company's service, or if the company is
unable to attract new subscribers in numbers sufficient to grow the
business, operating results will be adversely affected.  Further, if
excessive numbers of subscribers cancel the service, the Registrant
may be required to incur significantly higher marketing expenditures
than currently anticipated to replace these subscribers with new
subscribers.

     Subscribers to the service can view as many titles and/or play
games as they want every month and, depending on the service plan, may
have out between three and eight titles at a time. With the
Registrant's use of two shipping centers and the associated software
and procedural upgrades, the company has reduced the transit time of
DVD's and games.  As a result, the company's subscribers have been
able to exchange more titles each month, which has increased operating
costs.  As the company established additional planned shipping centers
or further refines its distribution process, the company may see a
continued increase in usage by subscribers.  If subscriber retention
does not increase or our operating margins do not improve to an extent
necessary to offset the effect of increased operating costs, operating
results will be adversely affected.

     Subscriber demand for titles may increase for a variety of other
reasons beyond the Registrant's control, including promotion by
studios and seasonal variations in movie watching. Subscriber growth
and retention may be affected adversely if the company attempts to
increase monthly subscription fees to offset any increased costs of
acquiring or delivering titles and games.

     The Registrant may not be able to continue to support the
marketing of its service by current means if such activities are no
longer available or are adverse to its business.  In addition, the
company may be foreclosed from certain channels due to competitive
reasons.  If companies that currently promote the Registrant's service
decide to enter its business or a similar business, the Registrant may
no longer be given access to such channels.  If the available
marketing channels are curtailed, the ability to attract new
subscribers may be affected adversely.

     The GameZnFlix brand is young, and the company must continue to
build strong brand identity. To succeed, the company must continue to
attract and retain a number of owners of DVD and video game players
who have traditionally relied on store-based rental outlets and
persuade them to subscribe to its service through its website.  The
Registrant may be required to incur significantly higher advertising
and promotional expenditures than currently anticipated to attract
numbers of new subscribers.  The Registrant believes that the
importance of brand loyalty will increase with a proliferation of DVD
and game subscription services and other means of distributing titles.
If the company's efforts to promote and maintain its brand are not
successful, its operating results and ability to attract and retain
subscribers will be affected adversely.

(d)  Selection of Certain Titles.

     Certain titles cost the Registrant more to acquire depending on
the source from whom they are acquired and the terms on which they are
acquired.  If subscribers select these titles more often on a
proportional basis compared to all titles selected, DVD or game
acquisition expenses could increase, and gross margins could be
adversely affected.

(e)  Acquisition Sources.

     The Registrant utilizes a mix of incentive-based and fixed-cost
marketing programs to promote its service to potential new
subscribers.  The company obtains a portion of its new subscribers
through online marketing efforts, including third party banner ads,
direct links and an active affiliate program.  While the company
opportunistically adjusts its mix of incentive-based and fixed-cost
marketing programs, it attempts to manage the marketing expenses to
come within a prescribed range of acquisition cost per subscriber.  To
date, the Registrant has been able to manage its acquisition cost per
subscriber; however, if the company is unable to maintain or replace
sources of subscribers with similarly effective sources, or if the
cost of existing sources increases, subscriber levels may be affected
adversely and the cost of marketing may increase.

(f)  Potential Delivery Issues.

     The Registrant relies exclusively on the U.S. Postal Service to
deliver DVD's and games from its shipping centers and to return DVD's
and games from subscribers.  The company is subject to risks
associated with using the public mail system to meet its shipping
needs, including delays caused by bioterrorism, potential labor
activism and inclement weather.  The Registrant's DVD's and games are
also subject to risks of breakage during delivery and handling by the
U.S. Postal Service. The risk of breakage is also impacted by the
materials and methods used to replicate DVD's and games.  If the
entities replicating DVD's and games use materials and methods more
likely to break during delivery and handling or the company fails to
timely deliver DVD's and games to subscribers, subscribers could
become dissatisfied and cancel the service, which could adversely
affect our operating results. In addition, increased breakage rates
for our DVD's and games will increase our cost of acquiring titles.

(g)  Key Personnel.

     The Registrant's success is largely dependent on the
personal efforts and abilities of its senior management.  The loss of
certain members of the Registrant's senior management, including the
company's chief executive officer, chief financial officer and chief
technical officer, could have a material adverse effect on the
company's business and prospects.

     The Registrant intends to recruit in fiscal year 2004 employees
who are skilled in its industry. The failure to recruit these key
personnel could have a material adverse effect on the Registrant's
business. As a result, the Registrant may experience increased
compensation costs that may not be offset through either improved
productivity or higher revenue.  There can be no assurances that the
Registrant will be successful in retaining existing personnel or in
attracting and recruiting experienced qualified personnel.

Liquidity and Capital Resources.

     The Registrant currently has total current assets of $128,348 and
total current liabilities of $849,143 resulting in net working capital
deficit of $720,795. The Registrant will require significant
additional working capital to continue as a going concern.

     Since inception, the Company has financed its activities through
various private placements.  During the fourth quarter of the fiscal
year ended December 31, 2003, the Registrant sold a total of 7,007,595
restricted shares of common stock to four investors for a total
consideration of $92,500.  In addition, the Registrant has sold an
additional 10,469,470 restricted shares of common stock to date in
2004, raising an additional $307,962 in capital.

     The Company's DVD and video game rental operations were launched
in March 2004 and fully commenced during the third quarter of 2004.
As a result, the Company has begun generating sufficient cash to fund
its operations.  In an effort to provide its customers with a wider
library of DVD's and video games, the Company believes it will need to
increase its library within the next twelve months and thereafter on
an annual basis.  Additionally, the Company will continue to provide
strategic marketing of its DVD and video game rentals to targeted markets.

     Although the Company currently anticipates an increase in cash
flows from operations, it will still need to raise approximately
$5,000,000 within the next twelve months and $2,000,000 each year
thereafter.  Such financing may be through the issuance of equity,
debt, or a combination thereof.  However, adequate funds may not be
available when needed or may not be available on terms favorable to
the Registrant.  The ability of the Registrant to continue as a going
concern is dependent on additional sources of capital and the success
of the Registrant's business plan.  The Registrant's independent
accountants audit reports included in this Form 10-KSB includes a
substantial doubt paragraph regarding the Registrant's ability to
continue as a going concern.

     If funding is insufficient at any time in the future, the
Registrant may not be able to take advantage of business opportunities
or respond to competitive pressures, or may be required to reduce the
scope of its planned product development and marketing efforts, any of
which could have a negative impact on its business and operating
results.  In addition, insufficient funding may have a material
adverse effect on the company's financial condition, which could
require the company to:

     - curtail operations significantly;

     - sell significant assets;

     - seek arrangements with strategic partners or other parties that
       may require the company to relinquish significant rights to
       products, technologies or markets; or

     - explore other strategic alternatives including a merger or sale of
       the company.

     To the extent that the Registrant raises additional capital
through the sale of equity or convertible debt securities, the
issuance of such securities will result in dilution to existing
stockholders.  If additional funds are raised through the issuance of
debt securities, these securities may have rights, preferences and
privileges senior to holders of common stock and the terms of such
debt could impose restrictions on the Registrant's operations.
Regardless of whether the Registrant's cash assets prove to be
inadequate to meet the company's operational needs, the Registrant may
seek to compensate providers of services by issuance of stock in lieu
of cash, which will also result in dilution to existing shareholders.

Inflation.

     The Registrant's management does not believe that inflation has
had or is likely to have any significant impact on the Registrant's
operations.

Other.

     The Registrant does not provide post-retirement or post-
employment benefits requiring charges under Statements of Financial
Accounting Standards No. 106 and No. 112.

Critical Accounting Policies.

     The Securities and Exchange Commission ("SEC") has issued
Financial Reporting Release No. 60, "Cautionary Advice Regarding
Disclosure About Critical Accounting Policies" ("FRR 60"), suggesting
companies provide additional disclosure and commentary on their most
critical accounting policies.  In FRR 60, the SEC has defined the most
critical accounting policies as the ones that are most important to
the portrayal of a company's financial condition and operating
results, and require management to make its most difficult and
subjective judgments, often as a result of the need to make estimates
of matters that are inherently uncertain.  Based on this definition,
the Registrant's most critical accounting policies include: (a) use of
estimates in the preparation of financial statements; (b) non-cash
compensation valuation; and (c) revenue recognition. The methods,
estimates and judgments the Registrant uses in applying these most
critical accounting policies have a significant impact on the results
the Registrant reports in its financial statements.

(a)  Use of Estimates in the Preparation of Financial Statements.

     The preparation of these financial statements requires the
Registrant to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities.  On an on-going basis,
the Registrant evaluates these estimates, including those related to
revenue recognition and concentration of credit risk.  The Registrant
bases its estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the
carrying values of assets and liabilities that are not readily apparent
from other sources.  Actual results may differ from these estimates
under different assumptions or conditions.

(b)  Stock-Based Compensation Arrangements.

     The Registrant intends to issue shares of common stock to various
individuals and entities for management, legal, consulting and
marketing services.  These issuances will be valued at the fair market
value of the services provided and the number of shares issued is
determined, based upon the open market closing price of common stock as
of the date of each respective transaction.  These transactions will be
reflected as a component of selling, general and administrative
expenses in the Registrant's statement of operations.

(c)  Revenue Recognition.

     Consulting revenue is recognized when the services are rendered.
Video game subscription revenues are recognized when billed.  Company
customers are required to authorize a monthly automatic charge to a
major credit card.  Because of this, the billing and receipt of
revenue occur simultaneously.  Subscribers pay on a monthly basis and
may cancel service at anytime.  The cost of services, consisting of
staff payroll, outside services, equipment rental, communication costs
and supplies, is expensed as incurred.

Forward Looking Statements.

     The foregoing management's discussion and analysis of financial
condition and results of operations contains "forward looking
statements" within the meaning of Rule 175 of the Securities Act of
1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as
amended.  The words "believe," "expect," "anticipate," "intends,"
"forecast," "project," and similar expressions identify forward-looking
statements.  These are statements that relate to future periods and
include, but are not limited to, statements as to the Registrant's
estimates as to the adequacy of its capital resources, its need and
ability to obtain additional financing, the features and benefits of
its products, its growth strategy, the need for additional sales and
support staff, its operating losses and negative cash flow, its
critical accounting policies, its profitability and factors
contributing to its future growth and profitability.  Forward-looking
statements are subject to certain risks and uncertainties that could
cause actual results to differ materially from those projected. These
risks and uncertainties include, but are not limited to, those
discussed above, as well as risks related to the Registrant's ability
to develop and introduce new products and its ability to find
additional financing.  These forward-looking statements speak only as
of the date hereof.  The Registrant expressly disclaims any obligation
or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in
its expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.

ITEM 7.  FINANCIAL STATEMENTS.

     Financial statements as of and for the year ended December 31,
2003, and for the year ended December 31, 2002 are presented in a
separate section of this report following Item 14.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.

     (a)  Effective on January 21, 2002, the independent accountant
who was previously engaged as the principal accountant to audit the
Registrant's financial statements, Stonefield Josephson, Inc., was
dismissed.  The decision to dismiss this accountant was approved by
the board of directors.  This accountant did not perform any auditing
functions for the Registrant since it was retained on August 17, 2001.

     During the period of engagement preceding such dismissal, there
were no disagreements with the former accountant on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.  In addition, there were no "reportable
events" as described in Item 304(a)(1)(iv)(B)1 through 3 of Regulation
S-B that occurred during the period of engagement preceding the former
accountant's dismissal.

     (b)  Effective on January 21, 2002, the firm of Smith & Company
was engaged to serve as the new principal accountant to audit the
Registrant's financial statements.  The decision to retain this firm
was approved by the board of directors.  During the Registrant's two
most recent fiscal years, and the subsequent interim period prior to
engaging that accountant, neither the Registrant nor someone on its
behalf consulted the newly engaged accountant regarding any matter.

     Effective on August 19, 2002, Smith & Company, was dismissed.
This dismissal was approved by the board of directors.  This firm
audited the Registrant's financial statements for the fiscal year
ended December 31, 2001.  This firm's report on these financial
statements was modified as to uncertainty that the Registrant will
continue as a going concern; other than this, the accountant's report
on the financial statements for that period neither contained an
adverse opinion or a disclaimer of opinion, nor was qualified or
modified as to uncertainty, audit scope, or accounting principles.

     During the period of engagement preceding such dismissal, there
were no disagreements with the former accountant on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.  In addition, there were no "reportable
events" as described in Item 304(a)(1)(iv)(B)1 through 3 of Regulation
S-B that occurred the period of engagement preceding the former
accountant's dismissal.

     (c)  Effective on August 19, 2002, the firm of George Brenner,
C.P.A was engaged to serve as the new principal accountant to audit
the Registrant's financial statements.  The decision to retain this
firm was approved by the board of directors.  During the Registrant's
two most recent fiscal years, and the subsequent interim period prior
to engaging that accountant, neither the Registrant nor someone on its
behalf consulted the newly engaged accountant regarding any matter.

     Effective on February 17, 2003, Mr. Brenner resigned.  This
accountant did not perform any auditing functions for the Registrant.
During the period of engagement preceding such resignation, there were
no disagreements with the former accountant on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.  In addition, there were no "reportable
events" as described in Item 304(a)(1)(iv)(B)1 through 3 of Regulation
S-B that occurred during the period of engagement preceding the former
accountant's resignation.

     (d)  Effective on March 30, 2003, the firm of Beckstead and
Watts, LLP was engaged to serve as the new principal accountant to
audit the Registrant's financial statements.  The decision to retain
this accountant was approved by the board of directors.  During the
Registrant's two most recent fiscal years, and the subsequent interim
period prior to engaging this accountant, neither the Registrant (nor
someone on its behalf) consulted the newly engaged accountant
regarding any matter.

     Effective on November 20, 2003, Beckstead and Watts, LLP
resigned.  This firm audited the Registrant's financial statements for
the fiscal year ended December 31, 2002.  This firm's report on these
financial statements was modified as to uncertainty that the
Registrant will continue as a going concern; other than this, the
accountant's report on the financial statements for those periods
neither contained an adverse opinion or a disclaimer of opinion, nor
was qualified or modified as to uncertainty, audit scope, or
accounting principles.

     During the period of engagement preceding such resignation, there
were no disagreements with the former accountant on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.  In addition, there were no "reportable
events" as described in Item 304(a)(1)(iv)(B)1 through 3 of Regulation
S-B that occurred during the period of engagement preceding the former
accountant's resignation.

     (e)  Effective on November 21, 2003, the firm of Smith & Company
was engaged to serve as the new principal accountant to audit the
Registrant's financial statements.  The decision to retain this
accountant was approved by the board of directors.  During the
Registrant's two most recent fiscal years, and the subsequent interim
period prior to engaging this accountant, with the exception of
auditing the Registrant's financial statements for the fiscal year
ended December 31, 2001, neither the Registrant (nor someone on its
behalf) consulted the newly engaged accountant regarding any matter.

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Officers and Directors.

     The names, ages, and respective positions of the directors,
executive officers, and key employees of the Registrant are set forth
below; there are no other promoters or control persons of the
Registrant. The directors named below will serve until the next annual
meeting of the Registrant's stockholders or until their successors are
duly elected and qualified.  Directors are elected for a one-year term
at the annual stockholders' meeting.  Officers will hold their
positions at the will of the board of directors, absent any employment
agreement.  There are no arrangements, agreements or understandings
between non-management shareholders and management under which non-
management shareholders may directly or indirectly participate in or
influence the management of the Registrant's affairs.  The directors
and executive officers of the Registrant are not a party to any
material pending legal proceedings and, to the best of their
knowledge, no such action by or against them has been threatened.

     On September 12, 2002, Gary Borglund and Richard Nuthmann
resigned as directors of the Registrant (after appointing the Messrs.
Fleming and Crist).

(a)  John Fleming, President/Secretary/Director

     Mr. Fleming, age 55, was the managing partner of AFI Capital,
LLC, a venture capital company, located in San Diego, California for
the 5 years (before joining the Registrant in September 2002).
Before AFI Capital, Mr. Fleming managed Fleming & Associates, a
business-consulting firm that provided services to companies looking
to create business plans and/or review current plans in order to move
forward with fund raising from both private and public sectors.

(b)  Gary J. Hohman, President/Director.

     Mr. Hohman, age 53, was appointed as the Registrant's president
on September 30, 2004.  On December 27, 2004 he was also appointed as
a director of the company, replacing I. Matt Sawaqed, who resigned on
that date.  Mr. Hohman was previously employed by AdSouth Partners,
Inc. (the media relations firm for the Registrant), where, since
January 2001, he served as Chief Operations Officer.  During his time
at AdSouth, he was responsible for media production, project
management and daily operations.  Since January 2004, Mr. Hohman
directly handled the Registrant's account.

     Prior to joining AdSouth, Mr. Hohman, for the period of 2000 to
2001, functioned as president of Music Distribution and Licensing for
"The Outernet", a Minnesota based technology venture.  During that
time, he negotiated content agreements with the "big five" record
labels, organized and executed numerous stock holder presentations
and produced and directed the 2000 "Taste of the NFL" for the
Minnesota Vikings.  From 1996 to 2000, Mr. Hohman served as executive
vice president of The Reliance Training Network.  During this time,
he deployed over 300 live interactive television broadcasts and
quality controlled every aspect of production for each show, as well
as developing and implementing company policy and procedure, planned
and implemented annual production budgets and helped develop new
business technologies.

(c)  Arthur De Joya, Chief Financial Officer.

     Mr. De Joya, age 39, was appointed chief financial officer of
the Registrant on July 9, 2004.  He has over 12 years of experience
in both public and private accounting mainly working with publicly
traded companies.  Mr. De Joya's experience in the private sector
includes serving as financial advisor and chief financial officer for
various publicly traded companies.  His experience in public
accounting was partner-in-charge of the audit practice for L.L.
Bradford & Company, LLC (8th largest accounting firm in the Las Vegas
area) for approximately 5 years, ending in April 2003; from that date
to the present, he has worked as an independent accountant.  Prior to
L.L. Bradford & Company, LLC, Mr. De Joya was employed with KPMG LLP
working many large publicly traded companies.

     Mr. De Joya received his B.S. and B.A. degrees from the University
of Nevada, Las Vegas and is a Certified Public Accountant licensed in
the State of Nevada.  He is a member of the American Institute of
Certified Public Accountants and Nevada Society of Certified Public
Accountants.

(d)  Mark Crist, Director

     Mark Crist, 46, has a widely varied background in business
development. In 1979, he founded Manufacturer's Revenue Service, a
commercial collection agency located in Tustin, California. In 1984
he negotiated the sale of that business to a division of Dunn &
Bradstreet and thereafter left to become a partner in the marketing
services firm of Jay Abraham & Associates. In 1985, he founded the
Computer Trivia Fan User Group (CTFUG) as a public benefit, non-
profit organization to promote the playing of online trivia contests.

     Mr. Crist held the position of CEO and President GamesGalore.com
from 1996 to 2001, a company that among other things supplies trivia
contest content to users of America Online.  Since May of 2001, he
has served as president and director of Diamond Hitts Production,
Inc. (Pink Sheets: DHTT).  Mr. Crist is an alumnus of California
State University at Northridge.

Compliance with Section 16(a) of the Securities Exchange Act.

     Section 16(a) of the Securities Exchange Act of 1934 requires
the Registrant's directors,  certain officers and persons holding 10%
or more of the Registrant's common stock to file reports regarding
their ownership and regarding their acquisitions and dispositions of
the Registrant's common stock with the Securities and Exchange
Commission ("SEC").  Such persons are required by SEC regulations to
furnish the Registrant with copies of all Section 16(a) forms they
file.

     Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to the registrant under Rule 16a-3(d) during fiscal
2003, and certain written representations from executive officers and
directors, the Registrant is unaware that any required reports that
have not been timely filed.

Code of Ethics.

     The Registrant has not adopted a code of ethics that applies to
the company's principal executive officer, principal financial
officer, principal accounting officer or controller, or persons
performing similar functions.  The Registrant has not adopted such a
code of ethics because all of management's efforts have been directed
to building the business of the company; a later time, such a code of
ethics may be adopted by the board of directors.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Other than as set forth below, during the last two fiscal years
there have not been any relationships, transactions, or proposed
transactions to which the Registrant was or is to be a party, in which
any of the directors, officers, or 5% or greater shareholders (or any
immediate family thereof) had or is to have a direct or indirect
material interest.

     (a)  On September 13, 2002, the Registrant entered into an
acquisition agreement with the shareholders of AmCorp Group, Inc., a
privately held Nevada corporation.  Under the terms of this agreement,
on the closing date, the parties exchanged common stock on a 1-for-1
basis, with AmCorp selling to the Registrant all of its issued and
outstanding shares.  Mr. Fleming served as the authorized
representative of the shareholders of AmCorp.

     (b)  On October 31, 2002, the Registrant entered into an
acquisition agreement with the shareholders of Naturally Safe
Technologies, Inc., a privately held Nevada corporation.  Under the
terms of this agreement, on the closing date, the parties exchanged
common stock on a 1-for-1 basis, with Naturally Safe exchanging with
the Registrant all of its issued and outstanding shares.  Messrs.
Fleming and Sawaqed were shareholders of Naturally Safe; they each
received 31,320,000 restricted shares of common stock under this
agreement.

     Naturally Safe entered into a forbearance agreement to defer
payment on a loan to an investor until 2003.  As of December 31, 2003,
Naturally Safe was in default on this loan.  The company continues to
carry the loan of $175,0000 on the records of Naturally Safe and
accrues interest quarterly with regards to the debt.  However, during
2003 management learned that the lender had passed away; the
Registrant continues to wait for the estate of the lender to contact
the company about this loan.

     (c)  On March 13, 2003, the Registrant issued 1,200,000
restricted shares of common stock to Mr. Sawaqed as compensation for
their work for the company in 2002.

     (d)  On March 17, 2003, the Registrant issued 100,000,000 and
1,000,000 restricted shares of common stock , respectively, to Mr.
Fleming and Mr, Crist as compensation for their work for the company
in 2002.

     (e)  The Registrant's corporate office and East Coast
distribution center are located in  Franklin, Kentucky at the
president's home-based office (which is provided to the company
without cost).

     For each of the transactions noted above, the transaction was
negotiated, on the part of the Registrant, on the basis of what is in
the best interests of the Registrant and its shareholders.  In
addition, in each case the interested affiliate did vote in favor of
the transaction; however, the full board of directors did make the
determination that the terms in each case were as favorable as could
have been obtained from non-affiliated parties.

     Certain of the officers and directors of the Registrant are
engaged in other businesses, either individually or through
partnerships and corporations in which they have an interest, hold an
office, or serve on a board of directors.  As a result, certain
conflicts of interest may arise between the Registrant and its
officers and directors.  The Registrant will attempt to resolve such
conflicts of interest in favor of the Registrant.  The officers and
directors of the Registrant are accountable to it and its shareholders
as fiduciaries, which requires that such officers and directors
exercise good faith and integrity in handling the Registrant's
affairs.  A shareholder may be able to institute legal action on
behalf of the Registrant or on behalf of itself and other similarly
situated shareholders to recover damages or for other relief in cases
of the resolution of conflicts is in any manner prejudicial to the
Registrant.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

Exhibits.

     Exhibits included or incorporated by reference in this document
are set forth in the Exhibit Index.

Reports on Form 8-K.

     The following reports on Form 8-K were filed during the last
quarter of the fiscal year covered by this report:

     (a)  a Form 8-K filed on October 9, 2003 to report that on
September 25, 2003, the Registrant entered into an acquisition
agreement with the shareholders of Veegeez.com, LLC, a California
limited liability company.

     (b)  A Form 8-K filed on December 4, 2003 to report that on
November 20, 2003 the independent accountant who was previously
engaged as the principal accountant to audit the Registrant's
financial statements, Beckstead and Watts, LLP, resigned.  This
Form 8-K also reported that on November 21, 2003, the Registrant
engaged the firm of Smith & Company to serve as the new principal
accountant to audit the Registrant's financial statements


                                 SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       GameZnFlix, Inc.


Dated: January 7, 2005                 By: /s/ John Fleming
                                       John Fleming, President

     Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated:

Signature                    Title                                Date

/s/  John Fleming        Chief Executive                       January 7, 2005
John Fleming             Officer/Director

/s/  Gary Hohman         President/Director                    January 7, 2005
Gary Hohman

/s/  Arthur De Joya      Chief Financial Officer               January 7, 2005
Arthur De Joya           (principal financial and
                         accounting officer)

/s/  Mark Crist          Director                              January 7, 2005
Mark Crist

                              Smith & Company
     A Professional Corporation of Certified Public Accountants


                           INDEPENDENT AUDITORS' REPORT

Board of Directors
GameZnFlix, Inc.

We have audited the accompanying consolidated balance sheet of
GameZnFlix, Inc. and subsidiaries (formerly Point Group Holdings,
Incorporated), a Nevada corporation, as of December 31, 2003, and the
related consolidated statements of operations, changes in
stockholders' deficit, and cash flows for the year then ended.  These
financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.  The 2002 financial
statements were audited by other auditors whose report dated April 13,
2003, on those statements included an explanatory paragraph describing
conditions that raised substantial doubt about the Company's ability
to continue as a going concern.

We conducted our audits in accordance with auditing standards
generally accepted in the United States of America.  Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position
of GameZnFlix, Inc. and subsidiaries as of December 31, 2003 and the
results of its operations, changes in stockholders' equity, and its
cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern.  As
discussed in Note 2 to the consolidated financial statements, the
Company has cash flow constraint, an accumulated deficit of $8,785,833
at December 31, 2003, and has suffered recurring losses from
operations.  These factors, among others, raise substantial doubt
about its ability to continue as a going concern.  Management's plans
in regard to these matters are described in Note 2 to the consolidated
financial statements.  The accompanying consolidated financial
statements do not include any adjustments that may result from the
outcome of this uncertainty.


/s/  Smith and Company
Certified Public Accountants
Salt Lake City, Utah
April 12, 2004

         4764 South 900 East, Suite 1  Salt Lake City, Utah 84117-4977
            Telephone: (801) 281-4700  Facsimile: (801) 281-4701
                       E-mail: smithcocpa@earthlink.net
Members: American Institute of Certified Public Accountants  Utah Association
                        of Certified Public Accountants


                             BECKSTEAD AND WATTS, LLP
                            Certified Public Accountants
                              3340 Wynn Rd., Ste. B
                               Las Vegas, NV 89102
                                   702.257.1984

                             INDEPENDENT AUDITORS' REPORT

Board of Directors
Point Group Holdings, Incorporated
San Diego, California

We have audited the Balance Sheet of Point Group Holdings,
Incorporated (the "Company"), as of December 31, 2002, and the related
Statements of Operations, Stockholders' Equity, and Cash Flows for the
year then ended.  These financial statements are the responsibility of
the Company's management.  Our responsibility is to express an opinion
on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards in the United States of America.  Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement
presentation.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We
believe that our audit provides a reasonable basis for opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the balance sheet of Point Group
Holdings, Incorporated, as of December 31, 2002, and its related
statements of operations, equity and cash flows for the year then
ended, in conformity with generally accepted accounting principles in
the United States of America.

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.  As discussed in Note 2 to
the financial statements, the Company has had limited operations and
have not commenced planned principal operations.  This raises
substantial doubt about its ability to continue as a going concern.
Management's plan in regard to these matters is also described in Note
2.  The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


/s/  Beckstead and Watts, LLP
Beckstead and Watts, LLP
Las Vegas, Nevada
April 13, 2003


                            GAMEZNFLIX, INC.
                        CONSOLIDATED BALANCE SHEET
                            DECEMBER 31, 2003

                                  ASSETS

Current Assets:
  Cash and cash equivalents                                    $   43,778
  Common stock options receivable                                  20,000
  Accounts receivable                                              62,678
  Accounts receivable - employees                                   1,892
   Total current assets                                           128,348

Fixed Assets, net (Note 3)                                         44,964

Intangible Assets, net (Note 4)                                     8,019

   Total Assets                                                   181,331

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
  Accounts payable                                                243,821
  Accrued expenses                                                317,622
  Notes payable                                                    36,000
  Notes payable - related parties                                 251,700
   Total current liabilities                                      849,143

Stockholders' Deficit
  Common stock, $0.001 par value, 900,000,000 shares
  authorized, 481,474,211 shares issued and outstanding           481,474
  Additional paid-in capital                                    8,574,047
  Prepaid fees paid with common stock                            (937,500)
  Accumulated deficit                                          (8,785,833)
                                                                 (667,812)

   Total Liabilities and Stockholders' Deficit                $   181,331

        See accompanying Notes to Consolidated Financial Statements


                                 GAMEZNFLIX, INC.
                       CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                                          For the Years Ended
                                                                             December 31,
                                                                        2003                2002
<S>                                                                     <C>                 <C>
Revenue                                                                 $     143,421       $    202,234
Cost of Revenues                                                               15,976             99,541
                                                                              127,445            102,693

Expenses
  Selling, general and administrative expenses                                 95,600            109,468
  Amortization and depreciation                                                33,016                  -
  Related stock options                                                             -            102,000
  Officer compensation                                                        129,325            271,315
  Consulting fees                                                             889,793             57,385
  Professional fees                                                           165,521            116,809
                                                                            1,313,255            656,977

Net Operating Loss                                                         (1,185,810)          (554,284)

Other Income (Expenses)
  Gain on extinguishment of debt (Note 11)                                    962,620             31,453
  Interest expense                                                            (21,161)          (362,848)
  Interest income                                                                   2                516

Net Loss Before Discontinued Operations                                      (244,349)          (885,163)

Discontinued Operations (Note 7)                                               16,079                  -

Net Loss                                                                     (228,270)          (885,163)

Weighted Average Number of Common Shares Outstanding
 basic and fully diluted                                                  332,124,803         92,092,740

Net Loss per Share - Basic and Fully Diluted
  from continuing operations                                                    (0.00)             (0.01)
  discontinued operations                                                        0.00               0.00

   Total                                                                        (0.00)             (0.01)
</TABLE>



                  See accompanying Notes to Consolidated Financial Statements


                                        GAMEZNFLIX, INC.
                CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT



<TABLE>
<CAPTION>
                                                 Additional   Prepaid Fees                       Total
                                 Common Stock     Paid-In      Paid With      Accumulated    Stockholders'
                              Shares      Amount  Capital     Common Stock      Deficit         Deficit
<S>                           <C>         <C>     <C>         <C>             <C>            <C>
Balance as of
December 31, 2001             51,165,000  $  4,117 $6,756,761  $      -       $ (7,672,400)  $ (911,523)
Shares issued for
consulting services            5,500,000     5,500          -         -                  -        5,500
Recapitalization adjustment            -    47,048    (47,048)        -                  -            -
Shares issued for:
  debt settlement              8,662,800     8,662     46,334         -                  -       54,997
  consulting services          8,753,848     8,754     18,769         -                  -       27,523
  debt settlement              1,300,000     1,300      6,916         -                  -        8,216
  business acquisition
(Note 5)                      78,300,000    78,300          -         -                  -       78,300
  business acquisition
(Note 5)                      27,889,801    27,890          -         -                  -       27,890
  officers compensation      102,000,000   102,000          -         -                  -      102,000
Net loss                               -         -          -         -           (885,163)    (885,163)

Balance as of
December 31, 2002            283,571,449   283,571  6,781,732         -         (8,557,563)  (1,492,260)
Shares issued for:
  prepaid fees                37,500,000    37,000    900,000  (937,500)                 -            -
  legal and
  consulting services        139,395,167   139,395    810,589         -                  -      949,984
  business acquisition
(Note 5)                      14,000,000    14,000    (13,766)        -                  -          234
Private placement shares sold:
  at $0.014 per share          6,299,262     6,299     83,701         -                  -       90,000
  at $0.015 per share            333,333       334      4,666         -                  -        5,000
  at $0.02 per share             375,000       375      7,125         -                  -        7,500
Net loss                               -         -          -         -           (228,270)    (228,270)

Balance as of
December 31, 2003            481,474,211   481,474  8,574,047  (937,500)        (8,785,833)    (667,812)
</TABLE>



              See accompanying Notes to Consolidated Financial Statements


                                       GAMEZNFLIX, INC.
                           CONSOLIDATED STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>
                                                                          For the Years Ended
                                                                             December 31,
                                                                        2003                2002
<S>                                                                     <C>                 <C>
Cash Flows From Operating Activities
  Net loss                                                              $  (228,270)        $  (885,163)
  Adjustments to reconcile net loss to cash
  used in operating activities:
  Shares issued for legal and consulting services                           949,984              33,023
  Shares issued to officers for compensation                                      -             102,000
  Depreciation and amortization expense                                      33,016               2,746
  Loss from impairment of goodwill                                                -             114,063
Changes in assets and liabilities:
  Accounts receivable                                                       (56,433)             (8,137)
  Inventory                                                                  21,221             (21,221)
  Options receivable                                                        (20,000)                  0
  Intangible assets                                                           3,589             (11,608)
  Accounts payable and accrued expenses                                    (723,314)            395,765

   Net Cash Used In Operating Activities                                    (20,207)           (278,532)

Cash Flows From Investing Activities
  Purchase of fixed assets                                                  (38,052)             (7,314)

   Net Cash Used In Investing Activities                                    (38,052)             (7,314)

Cash Flows From Financing Activities
  Principal payments on notes payable                                       (81,421)                  -
  Proceeds from notes payable                                                58,428             308,376
  Proceeds from issuance of stock                                           102,500                   -

   Net Cash Provided By Financing Activities                                79,507              308,376

Net Increase in Cash                                                        21,248               22,530

Cash and Cash Equivalents - Beginning                                       22,530                    -

Cash and Cash Equivalents - Ending                                          43,778               22,530

Supplemental Disclosures:
  Interest Paid                                                             21,161                   -

Non-Cash Investing and Financing Activities:
  Shares issued for prepaid fees                                           937,500                   -
  Shares issued for debt settlement                                              -              63,213
  Shares issued for business acquisitions                                      234             106,190
</TABLE>



          See accompanying Notes to Consolidated Financial Statements


                                   GAMEZNFLIX, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   DECEMBER 31, 2003

NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The summary of significant accounting policies of GameZnFlix, Inc. and
subsidiaries ("Company") is presented to assist in understanding the
Company's consolidated financial statements.  The financial statements
and notes are representations of the Company's management, which is
responsible for their integrity and objectivity.  These accounting
policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.

Organization.

The Company was originally formed under the laws of the State of
Delaware in June 1997 under the name SyCo Comics and Distribution Inc.
and is the successor to a limited partnership named SyCo Comics and
Distribution, formed under the laws of the Commonwealth of Virginia on
January 15, 1997.  On February 17, 1999, SyCo Comics and Distribution
Inc. changed its name to Syconet.com, Inc.  On April 12, 2002 the
Company adopted an Agreement and Plan of Merger for the purpose of
redomiciling the Company to the State of Nevada.  The Company then
discontinued its operations as Syconet.com, Inc. and changed its name
to Point Group Holding, Incorporated effective November 21, 2002.  On
January 26, 2004, the Company changed its name to GameZnFlix, Inc.

Nature of Business.

The Company provides DVD and video game rentals to subscribers using
an Internet website (http://www.gameznflix.com) to facilitate
transactions.  At December 31, 2003, the Company was preparing to
launch the website and, therefore, had not received any revenues
associated with its operations.  The website was subsequently launched
March 25, 2004.  Subscribers of GameZnFlix.com are located within the
United States of America.  The Company maintains its headquarters and
its DVD shipping facilities in Franklin, Kentucky.  Video games are
shipped through its wholly owned subsidiary, Veegeez.com, LLC
("Veegeez").

Veegeez was established as a limited liability company (LLC) in
California on April 6, 2002, and provides video game rentals to
subscribers using an Internet website (http://www.veegeez.com) to
facilitate transactions.  Subscribers are located within the United
States of America.  Veegeez maintains its headquarters and sole
shipping facility in Santa Clarita, California.

AmCorp Group, Inc. ("AmCorp") was acquired by the Company on September
24, 2002.  AmCorp provides executive-level managerial assistance in
arranging for capital funding and investment and consulting services.

Naturally Safe Technologies, Inc. ("NSTI") was acquired by the Company
on October 31, 2002.  NSTI, which provides plant supplements and
nutraceuticals through its Internet website
(http://www.naturallysafe.com).

Cash and Cash Equivalents.

The Company maintains a cash balance in a non-interest-bearing account
that currently does not exceed federally insured limits.  For the
purpose of the statements of cash flows, all highly liquid investments
with an original maturity of three months or less are considered to be
cash equivalents.  There are no cash equivalents as of December 31, 2003.

Inventory.

Inventory consists solely of finished goods product, which is
warehoused in Franklin, Kentucky.  All inventory items are stated at
the lower of cost (first-in, first-out) or market value.  As of
December 31, 2003, inventory is valued at $0, due to its limited shelf life.

Investments.

Investments in companies over which the Company exercises significant
influence are accounted for by the equity method whereby the Company
includes its proportionate share of earnings and losses of such
companies in the Company's earnings.

Other investments are accounted for based on the nature of the
investment.  Debt securities that the Company has the positive intent
and ability to hold to maturity are classified as held-to-maturity
securities and reported at amortized cost.  Debt and equity securities
that are bought and held principally for the purpose of selling them
in the near term are classified as trading securities and reported at
fair value, with unrealized gains and losses included in earnings.
Debt and equity securities not classified as either held-to-maturity
securities or trading securities are classified as available-for-sale
securities and reported at fair value, with unrealized gains and
losses excluded from earnings and reported in other comprehensive income.

Property, Plant, and Equipment.

Property, plant, and equipment are stated at the lower of cost of
estimated net recoverable amount.  The cost of property, plant, and
equipment is depreciated using the straight-line method based on the
lesser of the estimated useful lives of the assets or the lease term
based on the following life expectancy:

     Computer equipment & software                          3-5 years
     Office furniture and fixtures                          2-7 years

Repairs and maintenance expenditures are charged to operations as
incurred.  Major improvements and replacements, which extend the
useful life of an asset, are capitalized and depreciated over the
remaining estimated useful life of the asset.  When assets are retired
or sold, the costs and related accumulated depreciation and
amortization are eliminated and any resulting gain or loss is
reflected in operations.

Allowance for Doubtful Accounts.

The Company evaluates the collectibility of its accounts receivable
based on a combination of factors.  Where the Company is aware of
circumstances that may impair a specific customer's ability to meets
its financial obligations to the Company, the Company records a
specific allowance against amounts due to it and thereby reduces the
net receivable to the amount the Company reasonably believes is likely
to be collected.  For all other customers, the Company recognizes
allowances for doubtful accounts based on the length of time the
receivables are outstanding and its historical experience.

DVD's and Games Library.

DVD's and games are recorded at historical cost and depreciated using
the straight-line method over twenty-four months.  The Company's
DVD's and games library are not intended to be sold and accordingly no
salvage value is provided.

Because of the nature of the business, the Company experiences a
certain amount of loss, damage, or theft of its DVD's and games.  This
loss is shown in the cost of sales section of the Income Statement.
Any accumulated depreciation associated with this item is accounted
for on a first-in-first-out basis and treated as a reduction to
depreciation expense in the month the loss is recognized.

Revenue Recognition.

Consulting revenue is recognized when the services are rendered.
Video game subscription revenues are recognized when billed.  Company
customers are required to authorize a monthly automatic charge to a
major credit card.  Because of this, the billing and receipt of
revenue occur simultaneously.  Subscribers pay on a monthly basis and
may cancel service at anytime.

The cost of services, consisting of staff payroll, outside services,
equipment rental, communication costs and supplies, is expensed as
incurred.

Advertising Costs.

The Company expenses all costs of advertising as incurred.
Advertising costs for the years ended December 31, 2003 and 2002 were
$21,411 and $0, respectively.

Use of Estimates.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenue
and expenses during the reporting period.  Because of the use of
estimates inherent in the financial reporting process, actual results
could differ significantly from those estimates.

Fair Value of Financial Instruments.

Fair value estimates discussed herein are based upon certain market
assumptions and pertinent information available to management as of
December 31, 2003.  The respective carrying value of certain on-
balance-sheet financial instruments approximated their fair values.
These financial instruments include cash and accounts payable.  Fair
values were assumed to approximate carrying values for cash and
payables because they are short term in nature and their carrying
amounts approximate fair values or they are payable on demand.

Impairment of Long-Lived Assets.

The Company reviews its long-lived assets and intangibles periodically
to determine potential impairment by comparing the carrying value of
the long-lived assets with the estimated future cash flows expected to
result from the use of the assets, including cash flows from
disposition.  Should the sum of the expected future cash flows be less
than the carrying value, the Company would recognize an impairment
loss.  An impairment loss would be measured by comparing the amount by
which the carrying value exceeds the fair value of the long-lived
assets and intangibles.

Reporting on the Costs of Start-Up Activities.

Statement of Position ("SOP") No. 98-5, "Reporting on the Costs of
Start-up Activities," which provides guidance on the financial
reporting of start-up costs and organizations costs, requires most
costs of start-up activities and organizational costs to be expensed
as incurred.  SOP No. 98-5 is effective for fiscal years beginning
after December 15, 1998.  With the adoption of SOP No. 98-5, there has
been little or no effect on the Company's financial statements.

Loss Per Share.

Net loss per share is provided in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share".
Basic loss per share is computed by dividing losses available to
common stockholders for the period by the weighted average number of
common shares outstanding during the period.  The calculation of
diluted net loss per share gives effect to common stock equivalents;
however, potential common shares are excluded if their effect is
antidilutive.  Stock options to purchase shares of common stock that
were outstanding during 2003 and 2002, which were not included in the
computation of diluted loss per share because the effect would have
been antidilutive, were 25,000,000 and 0, respectively.

Dividends.

The Company has not yet adopted any policy regarding payment of
dividends.  No dividends have been paid or declared since inception.

Comprehensive Income.

SFAS No. 13, "Reporting Comprehensive Income," establishes standards
for the reporting and display of comprehensive income and its
components in the financial statements.  The Company had no items of
other comprehensive income and therefore has not presented a statement
of comprehensive income.

Segment Reporting.

The Company follows SFAS No. 130, "Disclosures About Segments of an
Enterprise and Related Information."  The Company operates as a single
segment and will evaluate additional segment disclosure requirements
as it expands its operations.

Income Taxes.

The Company follows SFAS No. 109, "Accounting for Income Taxes," for
recording the provision for income taxes.  Deferred tax assets and
liabilities are computed based upon the difference between the
financial statement and income tax basis of assets and liabilities
using the enacted marginal tax rate applicable when the related asset
or liability is expected to be realized or settled.  Deferred income
tax expenses or benefits are based on the changes in the asset or
liability each period.  If available evidence suggests that it is more
likely than not that some portion or all of the deferred tax assets
will not be realized, a valuation allowance is required to reduce the
deferred tax assets to the amount that is more likely that not be
realized.  Future changes in such valuation allowance are included in
the provision for deferred income taxes in the period of change.

Deferred income taxes may arise from temporary differences resulting
from income and expense items reported for financial accounting and
tax purposes in different periods.  Deferred taxes are classified as
current or non-current, depending on the classification of assets and
liabilities to which they relate.  Deferred taxes arising from
temporary differences that are not related to an asset or liability
are classified as current or non-current depending on the periods in
which the temporary differences are expected to reverse.

Recent Pronouncements.

In December 2002, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 148, "Accounting for Stock-Based Compensation-
Transition and Disclosure-an amendment of SFAS No. 123."  The
Statement amends SFAS No. 123, "Accounting for Stock-Based
Compensation," to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for
stock-based employee compensation.  In addition, this statement amends
the disclosure requirements of SFAS No. 123 to require prominent
disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the
effect of the method used on reported results.  The adoption of SFAS
No. 148 is not expected to have a material impact on the Company's
financial position or results of operations.

In November 2002, the FASB issued FASB Interpretation ("FIN") No. 45,
"Guarantors Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees and Indebtedness of Others," an
interpretation of FIN Nos. 5, 57, and 107, and a rescission of FIN No.
34, "Disclosure of Indirect Guarantees of Indebtedness of Others."
FIN No. 45 elaborates on the disclosures to be made by the guarantor
in its interim and annual financial statements about its obligations
under certain guarantees that it has issued.  It also requires that a
guarantor recognize, at the inception of a guarantee, a liability for
the fair value of the obligation undertaken in issuing the guarantee.
The initial recognition and measurement provisions of this
interpretation are applicable on a prospective basis to guarantees
issued or modified after December 31, 2002; while, the provisions of
the disclosure requirements are effective for financial statements of
interim or annual periods ending after December 15, 2002.  The
adoption of FIN No. 45 has not had a material impact on the Company's
financial position or results of operations.

In January 2003, the FASB issued FIN No. 46, "Consolidation of
Variable Interest Entities," an interpretation of Accounting Research
Bulletin ("ARB") No. 51.  FIN No. 46 requires that variable interest
entities be consolidated by a company if that company is subject to a
majority of the risk of loss from the variable interest entity's
activities or is entitled to receive a majority of the entity's
residual returns or both.  FIN No. 46 also requires disclosures about
variable interest entities that companies are not required to
consolidate by in which a company has a significant variable interest.
The consolidation requirements of FIN No. 46 will apply immediately to
variable interest entities created after January 31, 2003.  The
consolidation requirements will apply to entities established prior to
January 31, 2003 in the first fiscal year or interim period beginning
after June 15, 2003.  The disclosure requirements will apply in all
financial statements issued after January 31, 2003.  The adoption of
FIN 46 has not had a material impact on the Company's financial
position or results of operations.

Stock-Based Compensation.

The Company accounts for stock-based awards to employees in accordance
with Accounting Principles Board ("APB") Opinion No. 25, "Accounting
for Stock Issued to Employees" and related interpretations and has
adopted the disclosure-only alternative of SFAS No. 123, "Accounting
for Stock-Based Compensation."  Options granted to consultants,
independent representatives and other non-employees are accounted for
using the fair value method as prescribed by SFAS No. 123.

Year End.

The Company has adopted December 31 as its fiscal year end.

NOTE 2  GOING CONCERN

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern, which contemplates the
recoverability of assets and the satisfaction of liabilities in the
normal course of business.

The ability of the Company to continue as a going concern is dependent
upon its ability to raise additional capital from the sale of common
stock and, ultimately, the achievement of significant operating
results.  The accompanying financial statements do not include any
adjustments that might be required should the Company be unable to
recover the value of its assets or satisfy its liabilities.

As of December 31, 2003, the Company had an accumulated deficit of
$8,785,833.  In addition, the Company had current liabilities of
$849,143.  The Company has a substantial need for working capital.
These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern.

In March 2004, the Company launched its website,
http://www.gameznflix.com, and began operating in the online DVD and
video game rental industry.  In conjunction with the website launch,
the company also launched a national television ad campaign designed
to create awareness among the Company's target consumers and to
generate traffic to the website.  In May 2004, the company is set to
launch the second phase of the television ad campaign.  This second
phase is more narrowly designed to attract the core consumer to the
product.

In addition, the Company has generated approximately $300,000 in funds
in 2004 through the sale of restricted shares of common stock.

As a result of these actions and estimates of revenues that will be
generated from its online presence, management feels that there is
sufficient evidence they will be able to generate any additional
working capital needed to allow the Company to continue as a going concern.

NOTE 3  FIXED ASSETS

Fixed assets consists of the following:



<TABLE>
<CAPTION>
                                                     Accumulated
                                                     Depreciation            Net Book Value
                                           Cost        12/31/03           12/31/03     12/31/02
<S>                                        <C>       <C>                  <C>          <C>
Machinery and equipment                    $16,615   $  5,295             $11,320     $7,314
Furniture and Fixtures                       2,288      2,002                 286          0
Games Library                               55,488     22,130              33,358          0

                                           $74,391    $29,427             $44,964     $7,314
</TABLE>



Depreciation expense for 2003 was $29,427 ($0 for 2002).

NOTE 4  INTANGIBLE ASSETS

Intangible assets consists of costs related to obtaining a patent on
the Season's Greetings products as of December 31, 2003:

  Patent                                           $14,354
  Less: accumulated amortization                     6,335

                                                   $ 8,019

Amortization expense for 2003 was $3,589 ($2,746 for 2002).

NOTE 5  PREPAID FEES PAID WITH COMMON STOCK

At December 31, 2003, the Company had prepaid fees paid with common
stock of $937,500 with unrelated parties.  Prepaid fees paid with
common stock are for consulting services related to website
developments and strategic business advisory which were fully vested
upon issuance and nonforfeitable.  In February 2004, $37,500, was
recognized as used.  The remaining $900,000 will be used at the rate
of $75,000 per month.

NOTE 6  ACQUISITIONS

On September 30, 2003, the Company executed an Acquisition Agreement
with Veegeez.  Under the terms of the Agreement, the Company exchanged
14,000,000 shares of $0.001 par value restricted common stock for a
100% ownership interest in Veegeez.  The value of the net assets of
Veegeez on September 30,2003 was $234, resulting in a decrease in
additional paid-in capital of $13,766.

On October 31, 2002, the Company executed an Acquisition Agreement
with NSTI.  Under the terms of the Agreement, the Company exchanged
27,889,801 shares of $0.001 par value restricted common stock for 100%
of the issued and outstanding shares of NSTI.  The fair market value
of the common shares issued on October 31, 2002 was $0.001 per share,
resulting in a valuation of $27,890.  Effective December 31, 2002, the
goodwill was devalued to zero and recorded as a "Loss from impairment
of goodwill".

On September 24, 2002, the Company executed an Acquisition Agreement
with AmCorp.  Under the terms of the Agreement, the Company exchanged
78,300,000 shares of $0.001 par value restricted common stock for 100%
of the outstanding shares of AmCorp.  The fair market value of the
common shares issued on September 24, 2002 was $0.001 per share,
resulting in a valuation of $78,300.  Effective December 31, 2002, the
goodwill was devalued to zero and recorded as a "Loss from impairment
of goodwill".

NOTE 7  DISCONTINUED OPERATIONS

In May 2003, the Company discontinued operations of Prima
International, LLC, a wholly owned subsidiary.  As a result, the net
operations from Prima have been recognized as a gain from discontinued
operations in the amount of $16,079.

NOTE 8  COMMITMENTS AND CONTINGENCIES

Upon assuming operations of Veegeez, the Company retained the original
founders of Veegeez and entered into five-year consulting agreements
with them.  Under the terms of the agreements, each consultant
receives compensation of $5,000 monthly for the first six months of
operations.  Additionally, each consultant received 2,500,000 shares
of the Company's Form S-8 common stock each month until Veegeez
reports earnings before income taxes ("EBIT") greater than $18,000.
Once the EBIT is greater than $18,000, each of the consultants will
receive monthly consulting fees of $9,000 for the duration of the contracts.

NOTE 9  NOTES PAYABLE

As of December 31, 2003, NSTI had a note payable to an investor in the
amount of $29,000.  The note is unsecured, bears an interest rate of
10% and is due on demand.

NOTE 10  RELATED PARTY TRANSACTIONS

The Company does not lease or rent any property.  Office services are
provided without charge by a director.  Such costs are immaterial to
the financial statements and, accordingly, have not been reflected
therein.  The officers and directors of the Company are involved in
other business activities and may, in the future, become involved in
other business opportunities. If a specific business opportunity
becomes available, such persons may face a conflict in selecting
between the Company and their other business interests.  The Company
has not formulated a policy for the resolution of such conflicts.

On March 10, 2000, NSTI entered into an agreement with an investor
whereby NSTI received a loan of $175,000, with a maturity date no
later than twelve months from the date of the note.  The note is
secured by assets of NSTI.  The company entered into a Forbearance
Agreement with the investor to defer payment until 2003.  As of
December 31, 2003, NSTI was in default on the note.

On March 13, 2003, the Registrant issued 1,200,000 restricted shares
of common stock to Matt  Sawaqed, a Company director, as compensation
for his work for the company in 2002, valued at a total of $1,200
($0.001 per share).

On March 17, 2003, the Registrant issued 100,000,000 and 1,000,000
restricted shares of common stock , respectively, to John Fleming and
Mark Crist, directors of the Company, as compensation for their work
for the company in 2002, valued at a total of $101,000 ($0.001 per share).

As of December 31, 2003, NSTI had a note payable to a consulting firm
in the amount of $27,642.  The note is unsecured, bears an interest
rate of 10%, and is due on demand.

As of December 31, 2003, NSTI had a note payable to an individual in
the amount of $130.  The note is unsecured, bears no interest, and is
due on demand.

As of December 31, 2003, NSTI had a note payable to a consulting firm
in the amount of $1,000.  The note is unsecured, bears no interest,
and is due on demand.

NOTE 11  GAIN FROM EXTINGUISHMENT OF DEBT

In January 2003, note holders forgave the Company's debts and interest
accrued in the amount of $268,132.

In May 2003, the Company ceased operation of Prima International, LLC,
one of its wholly owned subsidiaries.  The loan payable to Prima of
$6,300 was forgiven and the Company recognized a gain from forgiveness
of debt of $6,300.

In December 2003, management determined that accrued payables in the
amount of $688,188, relating to activities prior to Syconet's merger
with the Company, are of questionable validity.  No demands have been
made of current management or the prior management group, and the
Company's records do not provide sufficient information to confirm any
amounts due.  The amount has been credited to gain on extinguishment
of debt in the current year.

NOTE 12  SHAREHOLDERS' EQUITY

In July 2003, the Company amended its Articles of Incorporation to
increase the number of common shares authorized to 900,000,000, par
value of $0.001.

During 2003, the Company issued 176,895,167 shares of common stock as
payment for consulting services valued at $1,887,484 (30,395,167 of
which are restricted shares).  The par value of the shares was
$176,895 and additional paid-in capital was recognized in the amount
of $1,710,589.

During 2003, the Company issued 14,000,000 restricted shares of common
stock as payment for the acquisition of Veegeez.com, LLC (See Note 5)
valued at $234.  The par value of the shares was $14,000 and
additional paid-in capital was recognized in the amount of $(13,766).

During 2003, the Company issued 6,299,262 restricted shares of common
stock as a result of a private placement memorandum.  The Company
received payment in the amount of $90,000.  The par value of the
shares was $6,299 and additional paid-in capital was recognized in the
amount of $83,701.

During 2003, the Company issued 333,333 restricted shares of common
stock as a result of a private placement memorandum.  The Company
received payment in the amount of $5,000.  The par value of the shares
was $334 and additional paid-in capital was recognized in the amount
of $4,666.

During 2003, the Company issued 375,000 restricted shares of common
stock a result of a private placement memorandum.  The Company
received payment in the amount of $7,500.  The par value of the shares
was $375 and additional paid-in capital was recognized in the amount
of $7,125.

NOTE 13  INCOME TAXES

The Company accounts for income taxes under SFAS No. 109, "Accounting
for Income Taxes," which requires use of the liability method.  SFAS
No. 109 provides that deferred tax assets and liabilities are recorded
based on the differences between the tax bases of assets and
liabilities and their carrying amounts for financial reporting
purposes, referred to as temporary differences. Deferred tax assets
and liabilities at the end of each period are determined using the
currently enacted tax rates applied to taxable income in the periods
in which the deferred tax assets and liabilities are expected to be
settled or realized. The provision for income taxes differs from the
amount computed by applying the statutory federal income tax rate to
income before provision for income taxes.

The components of the provision for income taxes at December 31, 2003
are as follows:

  Current- Federal                                  $      0
  Deferred- Federal                                        0
  Income tax provision                              $      0

A reconciliation of the consolidated income tax provision for the
Company and its U.S. subsidiary to the amount expected using the U.S.
Federal statutory rate follows:

  Expected amount using U.S. Federal statutory rate            $(28,068)
  Change in valuation allowance                                  28,068
  Effective tax                                                $      0

Deferred tax assets (liabilities) consisted of the following at
December 31, 2003.

  Deferred tax assets
   Net operating loss
    Carryforwards                                 $ 2,900,000

  Deferred tax liability                                    0
                                                    2,900,000
  Valuation allowance                              (2,900,000)

                                                  $         0

At December 31, 2003, the Company has net operating loss ("NOL")
carryforwards totalling approximately $8,700,000.  The carryforwards
begin to expire in fiscal year 2017. Deferred tax assets have been
reduced by a valuation allowance because of uncertainties as to future
recognition of taxable income to assure realization.  The net change
in the valuation allowance for the year ended December 31, 2003 was
$100,000.

NOTE 14  STOCK COMPENSATIONS PLANS

On July 1, 2001, the Registrant adopted a Non-Employee Directors and
Consultants Retainer Stock Plan (the company adopted Amendment No. 4
to this plan on November 17, 2003).  The purposes of the plan are to
enable the Registrant to promote the interests of the company by
attracting and retaining non-employee directors and consultants
capable of furthering the business of the company and by aligning
their economic interests more closely with those of the company's
shareholders, by paying their retainer or fees in the form of shares
of common stock.  A total of 250,000,000 shares of common stock have
been registered under this plan as a result of a Form S-8 POS filed
with the SEC on December 19, 2003.  As of December 31, 2003,
103,500,000 shares of common stock remain to be issued under this plan.

On April 25, 2003, the Registrant adopted a Stock Incentive Plan.
This plan is intended to allow directors, officers, employees, and
certain non-employees of the Registrant to receive options to purchase
company common stock.  The purpose of this plan is to provide these
persons with equity-based compensation incentives to make significant
and extraordinary contributions to the long-term performance and
growth of the company, and to attract and retain employees.  A total
of 25,000,000 shares of common stock have been registered under this
plan under a Form S-8 filed with the SEC on May 12, 2003.  Options
granted under this plan are to be exercisable at whatever price is
established by the board of directors, in its sole discretion, on the
date of the grant.  Through December 31, 2003, the Registrant had
granted options to two individuals (one at an exercise price equal to
75% of the market price on the date of exercise and the other at 50%
of the market price on the date of exercise) covering all 25,000,000
shares registered under this plan; however, as these options were not
exercised until 2004, all shares registered under this plan remain to
be issued as of December 31, 2003.

The Company has adopted only the disclosure provisions of SFAS No.
123, "Accounting for Stock-Based Compensation."  Therefore, the
Company continues to account for stock-based compensation under APB
Opinion No. 25, under which no compensation cost has been recognized.
Had compensation  cost for the stock based compensation been
determined based upon the fair value of the awards at the grant date
consistent with the methodology prescribed by SFAS No. 123, the
Company's net loss and loss per share would not have been changed.
With respect to options granted to outside consultants, the Company
uses the Black-Scholes method of calculating the fair value for
purposes of recording compensation.  Because the eventual exercise
price of the options was so much higher than the market price of the
stock on the grant date, there is no value to assign to the options,
and no compensation has been recognized.

NOTE 15  SUBSEQUENT EVENTS

In February, 2004, the Company was approved to trade shares on the
Third Market Segment of the Berlin Stock Exchange under the trading
symbol of "PQJ.BE.  The Company was also approved to trade shares on
the Third Market Segment of the Frankfurt Stock Exchange under the
trading symbol of "PQJ.FSE".

In February, 2004, the Company retained the services of a national ad
agency to assist in the launch and marketing of its website
http://www.gameznflix.com, designed to provide online DVD and video
game rental services.

In March, 2004, the Company signed a supply agreement with a national
entertainment distributor.  The supply agreement is designed to enable
the Company to access the most current DVD and video game titles for
purposes of meeting rental requests through gameznflix.com.

In March 2004, the Company launched its website,
http://www.gameznflix.com, and began operating in the online DVD and
video game rental industry.  In conjunction with the website launch,
the company also launched a national television ad campaign designed
to create awareness among the Company's target consumers and to
generate traffic to the website.

In April, 2004, the Company began production of the second phase of
the ad campaign.  This segment of the campaign more narrowly targets
the core audience with the intent to increase awareness and drive
demand to the website.

During 2004, the Company has issued 10,469,470 shares and generated
$307,962 in working capital through the issuance of restricted stock
through private placement memoranda.

                               EXHIBIT INDEX

Number                   Description

2.1     Agreement and Plan of Merger between the Registrant
        (formerly known as Syconet.com, Inc., a Nevada corporation)
        and Syconet.com, Inc., a Delaware corporation, dated
        December 1, 2001 (incorporated by reference to Exhibit 2.1
        of the Form 10-KSB filed on April 15, 2003).

2.2     Acquisition Agreement between the Registrant and
        shareholders of AmCorp Group, Inc., dated September 13, 2002
        (incorporated by reference to Exhibit 2 of the Form 8-K
        filed on September 23, 2002).

2.3     Acquisition Agreement between the Registrant and
        shareholders of Naturally Safe Technologies, Inc., dated
        October 31, 2002 (incorporated by reference to Exhibit 2 of
        the Form 8-K filed on November 13, 2002).

2.4     Acquisition Agreement between the Registrant and shareholders
        of Veegeez.com, LLC, dated September 25, 2003 (incorporated
        by reference to Exhibit 2 of the Form 8-K filed on October 9,
        2003).

3.1     Articles of Incorporation, dated December 19, 2001
        (incorporated by reference to Exhibit 3.1 of the Form 10-KSB
        filed on April 15, 2003).

3.2     Certificate of Amendment to Articles of Incorporation,
        dated November 21, 2002 (incorporated by reference to
        Exhibit 3.2 of the Form 10-KSB filed on April 15, 2003).

3.3     Certificate of Amendment to Articles of Incorporation,
        dated March 5, 2003 (incorporated by reference to Exhibit
        3.3 of the Form 10-KSB filed on April 15, 2003).

3.4     Certificate of Amendment to Articles of Incorporation, dated
        July 11, 2003 (incorporated by reference to Exhibit 3.4 of
        the Form 10-QSB filed on August 20, 2003).

3.5     Certificate of Amendment to Articles of Incorporation, dated
        January 26, 2004 (incorporated by reference to Exhibit 3.5
        of the Form 10-KSB filed on April 19, 2004).

3.6     Bylaws (incorporated by reference to Exhibit 3.2 of the Form
        10-SB filed on January 25, 2000).

4.1     Specimen Common Stock Certificate (incorporated by reference
        to Exhibit 4 of the Form 10-SB/A filed on March 21, 2000).

4.2     1997 Incentive Compensation Program, as amended
        (incorporated by reference to Exhibit 10.1 of the Form SB-2
        POS filed on August 28, 2000).

4.3     Common Stock Purchase Warrant issued to Alliance Equities,
        Inc., dated May 21, 2000 (incorporated by reference to
        Exhibit 4.1 to the Form SB-2 filed on June 2, 2000).

4.4     Form of Redeemable Common Stock Purchase Warrant to be
        issued to investors in the private placement offering, dated
        January 27, 2000 (incorporated by reference to Exhibit 4.2
        to the Form SB-2/A filed on June 27, 2000).

4.5     Redeemable Common Stock Purchase Warrant issued to
        Diversified Leasing Inc., dated May 1, 2000 (incorporated by
        reference to Exhibit 4.3 of the Form SB-2/A filed on June
        27, 2000).

4.6     Redeemable Common Stock Purchase Warrant issued to
        John P. Kelly, dated August 14, 2000 (incorporated by
        reference to Exhibit 4.4 of the Form SB-2 POS filed on
        August 28, 2000).

4.7     Redeemable Common Stock Purchase Warrant for Frank
        N. Jenkins, dated August 14, 2000 (incorporated by reference
        to Exhibit 4.5 of the Form SB-2 POS filed on August 28, 2000).

4.8     Redeemable Common Stock Purchase Warrant for
        Ronald Jenkins, dated August 14, 2000 (incorporated by
        reference to Exhibit 4.6 of the Form SB-2 POS filed on
        August 28, 2000).

4.9     Non-Employee Directors and Consultants Retainer Stock Plan,
        dated July 1, 2001 (incorporated by reference to Exhibit 4.1
        of the Form S-8 filed on February 6, 2002).

4.10    Consulting Services Agreement between the Registrant and
        Richard Nuthmann, dated July 11, 2001 (incorporated by
        reference to Exhibit 4.2 of the Form S-8 filed on February
        6, 2002).

4.11    Consulting Services Agreement between the Registrant and
        Gary Borglund, dated July 11, 2001 (incorporated by
        reference to Exhibit 4.3 of the Form S-8 filed on February
        6, 2002).

4.12    Consulting Services Agreement between the Registrant and
        Richard Epstein, dated July 11, 2001 (incorporated by
        reference to Exhibit 4.4 of the Form S-8 filed on February
        6, 2002).

4.13    Amended and Restated Non-Employee Directors and Consultants
        Retainer Stock Plan, dated July 1, 2002 (incorporated by
        reference to Exhibit 4 of the Form S-8 filed on July 30, 2002).

4.14    Amended and Restated Non-Employee Directors and Consultants
        Retainer Stock Plan (Amendment No. 2), dated April 25, 2003
        (incorporated by reference to Exhibit 4.1 of the Form S-8
        filed on May 12, 2003).

4.15    Stock Incentive Plan, dated April 25, 2003 (incorporated by
        reference to Exhibit 4.2 of the Form S-8 filed on May 12, 2003).

4.16    Amended and Restated Non-Employee Directors and Consultants
        Retainer Stock Plan (Amendment No. 3), dated August 17, 2003
        (incorporated by reference to Exhibit 4 of the Form S-8 POS
        filed on September 3, 2003).

4.17    Amended and Restated Non-Employee Directors and Consultants
        Retainer Stock Plan (Amendment No. 4), dated November 17,
        2003 (incorporated by reference to Exhibit 4 of the Form S-8
        POS filed on December 9, 2003).

16.1    Letter on Change in Certifying Accountant (incorporated by
        reference to Exhibit 16 of the Form 8-K/A filed on August 24, 2001).

16.2    Letter on Change in Certifying Accountant (incorporated by
        reference to Exhibit 16 of the Form 8-K/A filed on March 7, 2002).

16.3    Letter on Change in Certifying Accountant (incorporated by
        reference to Exhibit 16 of the Form 8-K/A filed on November 5, 2002).

16.4    Letter on Change in Certifying Accountant (incorporated by
        reference to Exhibit 16 of the Form 8-K/A filed on April 29, 2003).

16.5    Letter on Change in Certifying Accountant (incorporated by
        reference to Exhibit 16 of the Form 8-K/A filed on January 21, 2004).

21      Subsidiaries of the Registrant (incorporated by reference to
        Exhibit 21 of the Form 10-QSB filed on May 15, 2003).

23.1    Consent of Independent Certified Public Accountants (filed herewith).

23.2    Consent of Independent Certified Public Accountants (incorporated by
        reference to Exhibit 23.2 of the Form 10-KSB filed on April 9, 2004).

31.1    Rule 13a-14(a)/15d-14(a) Certification of John Fleming
        (filed herewith).

31.2    Rule 13a-14(a)/15d-14(a) Certification of Arthur De Joya
        (filed herewith).

32      Section 1350 Certification of John Fleming and Arthur De Joya
        (filed herewith).

99.1    Patent issued to Donald V. Duffy, Jr., dated October 17,
        2000 (incorporated by reference to Exhibit 99.2 of the Form
        10-KSB filed on April 15, 2003).

99.2    Patent issued to Dennis A. Ferber, dated February 19, 1997
        (incorporated by reference to Exhibit 99.3 of the Form 10-
        KSB filed on April 15, 2003).

99.3    Patent issued to Dennis Ferber, dated December 1, 1992
        (incorporated by reference to Exhibit 99.4 of the Form 10-
        KSB filed on April 15, 2003).

99.4    Patent issued to Dennis A. Ferber, dated July 26, 1996
        (incorporated by reference to Exhibit 99.5 of the Form 10-
        KSB filed on April 15, 2003).