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

                                    FORM 10-KSB
(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, 2004

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-B 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 [  ].

     The Registrant had revenues of $287,117 for the fiscal year ended
on December 31, 2004.  The aggregate market value of the voting stock
held by non-affiliates of the Registrant as of March 28, 2005:
$7,564,820.  As of March 28, 2005, the Registrant had 771,801,665
shares of common stock issued and outstanding.

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

                                  TABLE OF CONTENTS

PART I.                                                                  PAGE

ITEM 1.   DESCRIPTION OF BUSINESS                                           3

ITEM 2.   DESCRIPTION OF PROPERTY                                          12

ITEM 3.   LEGAL PROCEEDINGS                                                12

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS              12

PART II.

ITEM 5.   MARKET FOR COMMON EQUITY
          AND RELATED STOCKHOLDER MATTERS                                  13

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS                     14

ITEM 7.   FINANCIAL STATEMENTS                                             27

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
          ON ACCOUNTING AND FINANCIAL DISCLOSURE                           27

ITEM 8A. CONTROLS AND PROCEDURES                                           27

ITEM 8B  OTHER INFORMATION                                                 28

PART III.

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
          AND CONTROL PERSONS; COMPLIANCE WITH
          SECTION 16(A) OF THE EXCHANGE ACT                                28

ITEM 10. EXECUTIVE COMPENSATION                                            31

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
         OWNERS AND MANAGEMENT, AND
         RELATED STOCKHOLDER MATTERS                                       32

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                    35

ITEM 13. EXHIBITS                                                          36

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES                           36

SIGNATURES                                                                 38

PART I.

ITEM 1.  DESCRIPTION OF BUSINESS.

Business Development.

     GameZnFlix, Inc. ("Company") 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 Company was redomiciled from Delaware to Nevada,
and its number of authorized common shares was increased to
500,000,000.  On November 21, 2002, the Company amended its articles
of incorporation changing its name to Point Group Holdings,
Incorporated.  On March 5, 2003, we again amended our articles of
incorporation so that (a) an increase in the authorized capital stock
of the Company can be approved by the board of directors without
shareholder consent; and (b) a decrease in the issued and outstanding
common stock of the Company (a reverse split) can be approved by the
board of directors without shareholder consent.  On July 11, 2003, the
Company 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.  On December 16, 2004, we amended
our articles of incorporation to increase the authorized common stock
of the company to 2,000,000,000 shares.

     During the period of July 2002 to September 2002, we acquired two
companies, AmCorp Group, Inc., a Nevada Corporation, and Naturally Safe
Technologies, Inc. also a Nevada corporation, which  are currently not
operating.  AmCorp provided services to companies that desired to be
listed on the OTCBB and Naturally Safe held patents on a product that
assisted Christmas trees in retaining water.  During the fiscal year
ended December 31, 2002, AmCorp generated 26% of our total revenues and
Naturally Safe generated approximately 74% of our revenues.  During the
fiscal year ended December 31, 2003, AmCorp generated 2% of our total
revenues and Naturally Safe generated approximately 88% of our
revenues. In May 2003, we ceased operation of Prima International, LLC,
a wholly subsidiary of Naturally Safe.

     During the period of July 2002 to September 2002, we acquired two
companies, AmCorp Group, Inc., a Nevada Corporation, and Naturally Safe
Technologies, Inc. also a Nevada corporation.  Currently, Naturally
Safe is current with its incorporation with the State of Nevada, but
does not have any business operations.  In February 2005, AmCorp
amended its articles of incorporation, changing its name to GameZnFlix
Racing and Merchandising, Inc.  AmCorp provided services to companies
that desired to be listed on the OTCBB and Naturally Safe held patents
on a product that assisted Christmas trees in retaining water.  During
the fiscal year ended December 31, 2002, AmCorp generated 26% of our
total revenues and Naturally Safe generated approximately 74% of our
revenues.  During the fiscal year ended December 31, 2003, AmCorp
generated 2% of our total revenues and Naturally Safe generated
approximately 88% of our revenues. In May 2003, we ceased operation of
Prima International, LLC, a wholly subsidiary of Naturally Safe.  In
September 2003, the Company acquired Veegeez.com, LLC, a California
limited liability company.

Business of the Registrant.

     Veegeez.com provided its subscribers with access to its video
game library.  In March 2004, we commenced operations of the
www.gameznflix website and all traffic was redirected to
www.gameznflix.com.  In May 2004, the veegeez web site ceased
operations and all traffic has been directed to the www.gameznflix.com
web site.

     The Company currently provides subscribers with access to a
comprehensive library of Xbox, Playstation 2, Playstation, and
Nintendo Gamecube titles and DVDs. We believe our service is an
alternative to store based gaming rentals and that we offer a high
level of customer service, quality titles and product availability.
The subscription plans allow subscribers to have three to eight titles
out at the same time with no due dates, shipping charges or late fees
for $17.25 per month to $222.00 annual membership.  Subscribers can
enjoy as many titles as they wish during their subscription time.
Games and DVDs are selected on our website www.gameznflix.com via the
queue system.  The games and DVDs are shipped by first-class mail and
can be returned to us at their convenience using the enclosed prepaid
mailer. When a game and DVD has been returned, the subscriber's next
available selection is mailed to them.

     Our management believes that we are 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; and

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

     The Company's internally developed software enables us to
customize our website for each of our subscribers.  Since our software
is internally developed, our web site is easily changed and expanded
to meet customer needs and provide vital business information. Our
online interface with customers eliminates the need for costly retail
outlets and allows us to serve a national customer base with low
overhead costs.

     The Company currently provides rental services to its
subscribers.  In addition, we also sell new titles to our subscribers
as well as non-members visiting our web site.  Plans are in place to
expand and provide sales of used DVD titles at a discounted price and
new video gaming accessories.  The development of this portion of the
website is nearly completed.  Management believes by adding these
additional services we will be able to complement our rental service
by increasing cash flow and capitalizing on impulse sales to our
current subscribers.

     The Company seeks to provide our customers with a large selection
of video game rental  and DVD movie choices on a monthly subscription
basis.  Customers can sign-up via the web page to rent video games of
their choice. The titles 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 Company offers both DVD movie, video game rental services and
the ability to purchase new DVD movie and video game titles to our
subscribers. In addition, we also sell new DVD movie and video game
titles to our non-members.  Members can choose from rental packages of
three to eight titles outstanding at one time on a monthly
subscription basis with unlimited replacement of products as long as
they are an active subscriber. For the period of April 2004 through
December 2004, the average number of active subscribers per month has
been 2,052.  To date, the amount of revenues that have been generated
from these subscriptions has been a total of $287,117.  Plans are
priced at $17.25 for three titles package and increase by $5.00 for
each package. Applicable tax is also collected for California residents.

     The Company currently owns approximately 12,200 titles and
approximately 57,300 copies.  In March 2004, we signed a supply
agreement with an entertainment distributor.  The supply agreement is
designed to enable us to access the most current DVD and video game
titles for purposes of meeting rental requests.  We own all titles
that are rented to our subscribers.  We purchase titles based on
membership request for a title.  We are building the inventory based
on membership requests.  We purchase our inventory from Ingram
Entertainment, Inc. for cash.

     Our 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.

     All products sold, DVD's and games, are offered to current
subscribers at a 10% discount.  In the future, used DVD's will be sold
and will be 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 Company offers the
games at a price of $46.99 plus shipping charges paid by the customer.

     Like some of our competitors, we offer a toll free customer
service phone number 12 hours per day, five days per week (Monday -
Friday).  We also take customer inquiries and requests via our e-mail
address and maintain a policy to answer each e-mail within 24 - 48 hours.

Competition.

(a)  Game Rentals.

     Our competition for game rentals comes in two main forms:

     Chain rental stores - Our 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 game rentals. The primary business of these
companies is for the renting of movies and not video games.
Additionally, late returns are assessed stringent daily late fees by
some of these chain rental stores 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.

     We compete on product availability, customer service and product
availability information.

(b)  DVD Rentals.

     Our competition for DVD rentals comes in the following forms:

     Chain rental stores - there are a number of retail stores located
across the country that rent DVDs. These retail stores have a national
image, high volume, multiple locations and general familiarity.

     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.

     In summary, management believes that in order to be successful we
must provide our subscribers with the best possible renting experience
and a willingness to develop a long-standing relationship. We must
offer a high level of customer service, reliable product availability,
and a responsive and efficient web site to deliver the service.

(c)  Sale of DVD's and Games.

     The Company offers for sale new DVD and video 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 our 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.  We are not aware of any other online
rental service that also sells DVD's and games.

Fulfillment.

     In February, 2005, the Company ceased using the services of
National Fulfilment, Incorporated to meet our fulfilment needs and
internalized the fulfilment with distribution centers located in
Franklin, Kentucky, Holtville, California and Sterling, Colorado.  The
California location services the subscriber base West of the Rocky
mountains, while the Kentucky location services the subscriber base to
the East of the Mississippi River, and the Colorado location services
the middle states.  Delivery of the video game discs and DVDs will be
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.

Technology.

     All orders are taken by credit card via our web site at
GameZnFlix.com and processed through Authorize.Net and our Humboldt
Bank merchant account.  Data resulting from customer sales
transactions is transferred to our proprietary 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.

Marketing.

     The Company's target market for games is the hard core gamer that
purchases and rents games on a regular basis. We will also target the
DVD movie rental market similar to  NetFlix.com and Blockbuster.com.
We are targeting subscribers of other services through our affiliate
program, which is a commission based referral program that is
administered through our own affiliate tracking software.

     Since the target market for our game 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 our 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.

     We believe the most obvious and important trend in the market is
an increase in the number of people playing video games. A second
trend is that, in management's opinion. video game players are
becoming more and more unsatisfied with the current video game rental
stores due to 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.

     The Company believes 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 what we believe is an increasing numbers of online sales.

     An estimated 15% of our 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. We will also participate in direct marketing opportunities in
conjunction with back-to-school events on these campuses.  Our first
opportunity will be with the universities in the vicinity of
Nashville, Tennessee.

     In February 2004, the Company retained the services of AdSouth
Partners, Inc., a national ad agency, to assist in the launch and
marketing of our website http://www.gameznflix.com. Through AdSouth
Partners, Inc., we began a direct television response advertising
campaign that covers 13 different national television channels by use
of five different commercials, starring Dennis Coleman (a television
and movie actor) and Ben Curtis (the former star of Dell television
commercials).  The television ad campaign covered the period from
April 2004 to February 2005 on a monthly basis, and the advertising
was all prepaid.  The last advertisement in this campaign was a
commercial aired during the 4th quarter of the 2005 Super Bowl on
three local television stations.  In 2005 the Company does not have
any major television advertising campaigns planned and has ended its
relationship with AdSouth Partners, Inc.

     In 2005 we will continue to market online through our affiliate
program and expand it to meet the membership growth we will require.
Our other advertising and marketing programs will move away from
national advertising and focus on areas in the proximity of our
distribution centers. We will utilize such media as print, radio,
outdoor and others where appropriate. This marketing program will
launch in Nashville, Tennessee and then expand to those other markets
throughout the year.

     We will also be utilizing "grass-roots" tactics that may include
local market sponsorships, direct marketing opportunities via kiosks,
corporate gift programs, employee benefits program, member referral
programs and other areas that will help us get in front or our target
markets.

Research and Development.

     During the fiscal year ended December 31, 2004, the Company
engaged in research and development activities, including the
development of online games and broadband delivery of our rental
inventory. The portion of our operating costs that is allocable to
research and development is immaterial.

Strategy and Implementation Summary.

     In order to successfully implement our business plan, we must:

     - emphasize service and support;

     - differentiate ourselves from the competition;

     - establish our service offering as a clear and viable alternative
       to time period rentals;

     - build a relationship-oriented business;

     - become subscribers' video game rental site of choice; and

     - ensure that all orders are delivered timely and accurately.

Employees.

     The Company currently has thirteen employees and two paid
consultants.  Our employees and consultants operate in the following
areas:

     - purchasing (1 Employee)

     - sales & marketing (1 Consultant)

     - affiliate program (1 Consultant)

     - general business operations and management (11 Employees)

     - website operations (1 Employee)

Risk Factors.

     Investing in the Company involves a number of significant risks
relating to our business. In addition to the risk factors described
below, other factors that could cause actual results to differ
materially include:

     - the ongoing global economic uncertainty, coupled with war or the
       threat of war;

     - risks associated with possible disruption in our operations due
       to terrorism;

     - future regulatory actions and conditions in our operating areas;
       and

     - other risks and uncertainties as may be detailed from time to
       time in our public announcements and SEC filings.

(a)  Control by Officers and Directors Over Affairs of the Company May
Override Wishes of Other Stockholders.

     The Company's officers and directors currently own common stock
equal to approximately 18% of the outstanding shares of our common
stock.  As a result, such persons, acting together, have the ability to
exercise significant influence over all matters requiring stockholder
approval.  In addition, all decisions with respect to the management of
the Company will be made exclusively by our officers and directors.
Investors will only have rights associated with stockholders to make
decisions that affect the Company.  Accordingly, it could be difficult
for the investors hereunder to effectuate control over the affairs of
the Company.

     Therefore, the success of the Company, to a large extent, will
depend on the quality of our directors and officers.  Accordingly, no
person should invest in the Company unless he or she is willing to
entrust all aspects of the management of the Company to the officers
and directors.

(b)  Our Common Stock Price May Be Volatile.

     The trading price of our common stock may fluctuate
substantially. The price of the common stock may be higher or lower
than the price you pay for your shares, depending on many factors,
some of which are beyond our control and may not be directly related
to our operating performance.  These factors include the following:

     - Price and volume fluctuations in the overall stock market from
       time to time;

     - Significant volatility in the market price and trading volume of
       securities of business development companies or other financial
       services companies;

     - Changes in regulatory policies with respect to business
       development companies;

     - Actual or anticipated changes in our earnings or fluctuations in
       our operating results;

     - General economic conditions and trends;

     - Loss of a major funding source; or

     - Departures of key personnel.

     Due to the continued potential volatility of our stock price, we
may be the target of securities litigation in the future.  Securities
litigation could result in substantial costs and divert management's
attention and resources from our business.

(c)  No Assurance of Public Trading Market and Risk of Low Priced
Securities May Affect Market Value of Our Stock.

     The SEC has adopted a number of rules to regulate "penny stocks."
Such rules include Rule 3a51-1 and Rules 15g-1 through 15g-9 under the
Securities Exchange Act of 1934, as amended.  Because the securities
of the Company may constitute "penny stocks" within the meaning of the
rules (as any equity security that has a market price of less than
$5.00 per share or with an exercise price of less than $5.00 per
share, largely traded in the Over the Counter Bulletin Board or the
Pink Sheets), the rules would apply to the Company and to its securities.

     The SEC has adopted Rule 15g-9 which established sales practice
requirements for certain low price securities.  Unless the transaction
is exempt, it shall be unlawful for a broker or dealer to sell a penny
stock to, or to effect the purchase of a penny stock by, any person
unless prior to the transaction: (i) the broker or dealer has approved
the person's account for transactions in penny stock pursuant to this
rule and (ii) the broker or dealer has received from the person a
written agreement to the transaction setting forth the identity and
quantity of the penny stock to be purchased.  In order to approve a
person's account for transactions in penny stock, the broker or dealer
must: (a) obtain from the person information concerning the person's
financial situation, investment experience, and investment objectives;
(b) reasonably determine that transactions in penny stock are suitable
for that person, and that the person has sufficient knowledge and
experience in financial matters that the person reasonably may be
expected to be capable of evaluating the risks of transactions in
penny stock; (c) deliver to the person a written statement setting
forth the basis on which the broker or dealer made the determination
(i) stating in a highlighted format that it is unlawful for the broker
or dealer to affect a transaction in penny stock unless the broker or
dealer has received, prior to the transaction, a written agreement to the
transaction from the person; and (ii) stating in a highlighted format
immediately preceding the customer signature line that (iii) the
broker or dealer is required to provide the person with the written
statement; and (iv) the person should not sign and return the written
statement to the broker or dealer if it does not accurately reflect
the person's financial situation, investment experience, and
investment objectives; and (d) receive from the person a manually
signed and dated copy of the written statement.  It is also required
that disclosure be made as to the risks of investing in penny stock
and the commissions payable to the broker-dealer, as well as current
price quotations and the remedies and rights available in cases of
fraud in penny stock transactions.  Statements, on a monthly basis,
must be sent to the investor listing recent prices for the penny stock
and information on the limited market.

     There has been only a limited public market for the common stock
of the Company.  Our common stock is currently traded on the Over the
Counter Bulletin Board.  As a result, an investor may find it
difficult to dispose of, or to obtain accurate quotations as to the
market value of our securities.  The regulations governing penny
stocks, as set forth above, sometimes limit the ability of broker-
dealers to sell the Company's common stock and thus, ultimately, the
ability of the investors to sell their securities in the secondary market.

     Potential shareholders of the Company should also be aware that,
according to SEC Release No. 34-29093, the market for penny stocks has
suffered in recent years from patterns of fraud and abuse.  Such
patterns include (i) control of the market for the security by one or
a few broker-dealers that are often related to the promoter or issuer;
(ii) manipulation of prices through prearranged matching of purchases
and sales and false and misleading press releases; (iii) "boiler room"
practices involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales persons; (iv) excessive and
undisclosed bid-ask differential and markups by selling broker-
dealers; and (v) the wholesale dumping of the same securities by
promoters and broker dealers after prices have been manipulated to a
desired level, along with the resulting inevitable collapse of those
prices and with consequent investor losses.

ITEM 2.  DESCRIPTION OF PROPERTY.

     The Company currently owns approximately $305,000 in fixed assets
and $512,000 ($869,000 less amortization $357,000) of DVD and video
games inventory.  Our corporate office is located in Franklin,
Kentucky at the president's home-based office.  We do not pay rent for
these facilities.   Our distribution centers are located at:
California:	308 West 5th Street, Holtville, California; five year
lease, with a rent of $1,200 per month for a 1,600 square foot space.

Kentucky:  130 West Kentucky Ave, Franklin, Kentucky; five year lease,
with a rent of $3,150 per month for a 4,200 square foot space.

Colorado:  18234 Road 24, Sterling, Colorado; one year lease, with a
rent of $2,000 per month for a 1,000 square foot space.

     Management believes that the office and distribution spaces are
currently adequate for the needs of the Company.  The Company is
planning to open a distribution center in Pennsylvania in the near future.

ITEM 3.  LEGAL PROCEEDINGS.

     From time to time, the Company become party to litigation or
other legal proceedings that we consider to be a part of the ordinary
course of our business.  There are no material legal proceedings to report.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None.

PART II.

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information.

     The Company's common stock began trading on the Over the Counter
Bulletin Board under the symbol "SYCD".  With the change in our name
to "Point Group Holdings, Incorporated", the symbol changed to "PGHI"
on December 13, 2002.  The symbol was changed to "GZFX" effective on
February 6, 2004 with the change in the name of the Company to
"GameZnFlix, Inc."  The range of closing prices shown below is as
reported by this market.  The quotations shown reflect inter-dealer
prices, without retail mark-up, markdown or commission and may not
necessarily represent actual transactions.

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on December 31, 2004

                                                 High      Low

Quarter Ended December 31, 2004                  0.034     0.013
Quarter Ended September 30, 2004                 0.110     0.025
Quarter Ended June 30, 2004                      0.165     0.091
Quarter Ended March 31, 2004                     0.162     0.040

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on December 31, 2003

                                                 High      Low

Quarter Ended December 31, 2003                  0.043     0.003
Quarter Ended September 30, 2003                 0.007     0.001
Quarter Ended June 30, 2003                      0.01      0.0001
Quarter Ended March 31, 2003 (1)                 0.0001    0.0001

(1)  The shares traded on only 11 days during this quarter.

Holders of Common Equity.

     As of March 28, 2005, the Company had approximately 310
shareholders of record.  The number of registered shareholders
excludes any estimate by us of the number of beneficial owners of
common shares held in street name.

Dividend Information.

     The Company has not declared or paid a cash dividend to
stockholders since it was organized.  The board of directors presently
intends to retain any earnings to finance our  operations and does not
expect to authorize cash dividends in the foreseeable future.  Any
payment of cash dividends in the future will depend upon the Company's
earnings, capital requirements and other factors.

Equity Securities Sold Without Registration.

     Except as follows, all sales of unregistered (restricted)
securities during the fiscal year ended on December 31, 2004 have been
previously reported either in a Form 10-QSB or in a Form 8-K:

     On December 31, 2004, the Company issued options covering a total
of 20,000,000 shares of common stock under our Stock Incentive Plan to
five employees of the Company, including our chief executive officer,
our president, and our chief financial officer.  These options, which
are exercisable into free trading shares of common stock under that
plan, are exercisable for a period of two years after the grant at
$0.007 per share.

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 Company, through its website www.gameznflix.com, is an online
DVD movie and video game rental business dedicated to providing
subscribers a quality rental experience. We offer subscribers a
reliable, web-based alternative to traditional store-based DVD and
video game rentals on a national scale. Our standard subscription plan
of $17.25 per month allows subscribers to have up to three DVD and
video game titles out at the same time with no due dates, late fees or
shipping charges.  Subscribers select titles at our website which are
then sent via U.S mail with a prepaid return mailer.  Our service is
an alternative to store- based video game rentals as we offer a high
level of customer service, quality titles, and superior product availability.

     In March 2004, we launched our website,
http://www.gameznflix.com, however, did not fully commence our
operations in the online DVD and video game rental until September
2004. In conjunction with the website launch, we also launched a
national television ad campaign designed to create awareness among our
target consumers and to generate traffic to the website.

     We believe that our planned growth and profitability will depend
in large part on our ability to promote our services, gain subscribers
and expand our relationship with current subscribers. Accordingly, we
intends to focus our attention and investment of resources in
marketing, strategic partnerships and development of our subscriber
base. If we are not successful in promoting our services and expanding
our subscriber base, this may have a material adverse effect on our
financial condition and the ability to continue to operate the business.

Results of Operations.

     Since our DVD and video game rentals operations did not commence
until fiscal year 2004, which is our business focus, and fiscal year
2003 entailed operational activities unrelated to our current focus,
comparative results with 2003 are not presented since it would not be
considered meaningful.  Accordingly, discussions of our results of
operations will focus on the DVD and video game rental activities in
fiscal year 2004.

(a)  Revenues.

     The Company reported gross revenues of $287,117 for the year
ended December 31, 2004 of which substantially all of our gross
revenues were derived from monthly subscription fees.  Gross revenues
reflect activities primarily from September 2004 through December 2004
since we did not fully commence our DVD and video game rental
activities until September 2004.  During the course of those months,
our subscriber base averages approximately 3,000 subscribers per
month.  We continue to focus on growing our subscriber base through
marketing and affiliate partnership program whereby a referral fee is
paid for each new subscriber signed.  Since our DVD and video games
rental activities are limited, we are unable to provide any meaningful
churn figures.  Churn is a monthly measure defined as customer
cancellations in the quarter derived by the sum of beginning
subscribers and gross subscriber additions, then divided by three
months.  Customer cancellations in the quarter include cancellations
from gross subscriber additions, which is included in the gross
subscriber additions in the denominator.  Once we have more
operational activity history, management will use churn as a measure
to evaluate whether we are obtaining new subscribers while retaining
our existing subscribers in accordance to our business plans.

(b)  Cost of Revenues.

     The Company reported cost of revenues of $188,415 for the year
ended December 31, 2004.  The cost of revenues in 2004, primarily were
attributable to fulfillment expenses and mail delivery.  We anticipate
these two expenses to continue to comprise a significant portion of
our overall cost of revenues.  In March 2005, the Company changed its
fulfillment services from an external provider to internally providing
such services.  We believe we can reduce the overall percentage of
fulfillment expense in relation to gross revenues and better
maintaining overall fulfillment services.

(c)  Advertising.

     The Company reported advertising expenses of $3,044,100 for the
year ended December 31, 2004.  Such advertising consisted of a
national television and radio advertising campaign designed to create
awareness among our target consumers and to generate traffic to the
website, and this expense approximated $2,702,000.  We do not
anticipate continuing this level of television advertising and believe
our advertising expenses in the next twelve months should decrease as
compared to fiscal year 2004.

(d)  Selling, General and Administrative Expenses.

     The Company reported selling, general and administrative expenses
of $2,137,428 for the year ended December 31, 2004.  Selling, general
and administrative expenses comprised primarily of impairment charge
of approximately $762,000 related to assets in our subsidiary,
Naturally Safe Technology, Inc., payroll and contract service expenses
of approximately $398,000, stock option expenses related to non-
employees of approximately $267,000 and internet connectivity charges
of approximately $154,000.  We do not anticipate any recurring
impairment charges in the future.

(e)  Consulting and Professional Fees.

     The Company reported consulting and professional fees of
$4,353,911 for the year ended December 31, 2004.  These consulting and
professional fees were primarily related to hiring of business
consultants to develop our business model for the launching of the DVD
and video game rental business that approximate 88% of overall
consulting and professional fees.  We do not anticipate in having such
a high level of consulting and professional fees in the future and
believe that 80% of such fees will not recur in the next twelve months.

(f)  Net Loss.

     The Company reported a net loss of $9,717,301 for the year ended
December 31, 2004 as result of the foregoing factors mentioned above.
We anticipate having a recurring net loss for the next six to eight
months in 2005.

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 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 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 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 Company 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,
we intend to invest in marketing, strategic partnerships, and
development of our customer base.  If the Company 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 Company is also subject to the following specific factors that
may affect our operations:

(a)  Ability to Attract and Retain Subscribers.

     The Company must continue to attract and retain subscribers.  To
succeed, we 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 Company'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, we may not be able to attract or
retain subscribers.  If the efforts to satisfy its existing
subscribers are not successful, we may not be able to attract new
subscribers, and as a result, revenues will be affected adversely.

     The Company must minimize the rate of loss of existing
subscribers while adding new subscribers.  Subscribers cancel their
subscription to our 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 Company 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, we 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 Company's
use of three shipping centers and the associated software and
procedural upgrades, we have reduced the transit time of DVD's and
games.  As a result, our 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, it may see a continued increase in
usage by subscribers.  If subscriber retention does not increase or
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 Company'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 Company 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 Company's service decide to
enter its business or a similar business, we 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, we 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 Company may be
required to incur significantly higher advertising and promotional
expenditures than currently anticipated to attract numbers of new
subscribers.  The Company 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 our
efforts to promote and maintain its brand are not successful, our
operating results and ability to attract and retain subscribers will
be affected adversely.

(b)  Selection of Certain Titles by Subscribers.

     Certain titles cost the Company 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.

(c)  Mix of Acquisition Sources May Affect Subscriber Levels.

     The Company utilizes a mix of incentive-based and fixed-cost
marketing programs to promote its service to potential new
subscribers.  We obtain 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 Company has been able to manage its acquisition cost per
subscriber; however, if we are 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.

(d)  Competition.

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

(e)  Potential Delivery Issues Could Result in the Loss of
Subscribers.

     The Company 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.  We are 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 Company'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 operating results.  In addition,
increased breakage rates for DVD's and games will increase the
company's cost of acquiring titles.

(f)  Limitations on Liability and Indemnification.

     The Company's bylaws include provisions to the effect that we may
indemnify any director, officer, or employee.  In addition, provisions
of Nevada law provide for such indemnification, as well as for a
limitation of liability of our directors and officers for monetary
damages arising from a breach of their fiduciary duties.  Any
limitation on the liability of any director or officer, or
indemnification of any director, officer, or employee, could result in
substantial expenditures being made by the Company in covering any
liability of such persons or in indemnifying them.

(g)  Adjustable Conversion Price Feature of Debentures May Could
Require the Issuance of Greater Number of Shares.

     The Company's obligation to issue shares upon conversion of the
convertible debentures to Golden Gate Investors, Inc. (see Liquidity
and Capital Resources, below) is essentially limitless.  The following
is an example of the amount of shares of GameZnFlix common stock that
are issuable upon conversion of the convertible debentures (excluding
accrued interest), based on market prices 25%, 50% and 75% below the
market price as of January 12, 2005 of $0.02:





<TABLE>
<CAPTION>
                                         Number                      %
% Below         Price Per            With Discount                of Shares          Outstanding
Market            Share                 at 18%                    Issuable              Stock
<S>              <C>                 <C>                          <C>                <C>
25%              $0.015              $0.012                       1,360,000,000        67.76%

50%              $0.010              $0.008                       2,047,500,000        75.98%

75%              $0.005              $0.004                       4,110,000,000        86.40%
</TABLE>


     As illustrated, the number of shares of common stock issuable
upon conversion of the  convertible debentures will increase if the
market price of the stock declines, which will cause dilution to the
existing stockholders.

(h)  Adjustable Conversion Price Feature of Debentures May Encourage
Short Sales.

     The convertible debentures issued to Golden Gate Investors, Inc.
are convertible into shares of Company common stock at an 18% discount
to the trading price of the common stock prior to the conversion.  The
significant downward pressure on the price of the common stock as the
selling stockholder converts and sells material amounts of common
stock could encourage short sales by investors. This could place
further downward pressure on the price of the common stock. The
selling stockholder could sell common stock into the market in
anticipation of covering the short sale by converting their
securities, which could cause the further downward pressure on the
stock price.  In addition, not only the sale of shares issued upon
conversion or exercise of debentures, warrants and options, but also
the mere perception that these sales could occur, may adversely affect
the market price of the common stock.

(i)  Issuance of Shares upon Conversion of Debentures and Exercise of Warrants.

     The issuance of shares upon conversion of the convertible
debentures issued to Golden Gate Investors, Inc. and exercise of
warrants may result in substantial dilution to the interests of other
stockholders since the selling stockholder may ultimately convert and
sell the full amount issuable on conversion.  Although the selling
stockholder may not convert their convertible debentures and/or
exercise its warrants if such conversion or exercise would cause them
to own more than 9.9% of Company outstanding common stock, this
restriction does not prevent the selling stockholder from converting
and/or exercising some of its holdings and then converting the rest of
its holdings.  In this way, the selling stockholder could sell more
than this limit while never holding more than this limit. There is no
upper limit on the number of shares that may be issued which may have
the effect of further diluting the proportionate equity interest and
voting power of holders of the common stock.

(j)  If Stock Price Declines, the Company May Be Required to File A
Subsequent Registration.

     Based on the Company's current market price and the potential
decrease in its market price as a result of the issuance of shares
upon conversion of the convertible debentures issued to Golden Gate
Investors, Inc., the Company has made a good faith estimate as to the
amount of shares of common stock that it is required to register and
allocate for conversion of the convertible debentures.  In the event
that the Company's stock price decreases, the shares of common stock
the company has allocated for conversion of the convertible debentures
and are registering hereunder may not be adequate.  If our shares
allocated to the registration statement are not adequate and the
company is required to file an additional registration statement, we
may incur substantial costs in connection with the preparation and
filing of such registration statement.

(k)  Repayment of Debentures, If Required, Would Deplete Available Capital.

     The convertible debentures issued to Golden Gate Investors, Inc,
are due and payable, with 4_% interest, three years from the date of
issuance, unless sooner converted into shares of common stock.  In
addition, any event of default could require the early repayment of
the convertible debentures at a price equal to 125% of the amount due
under the debentures.  The Company anticipates that the full amount of
the convertible debentures, together with accrued interest, will be
converted into shares of its common stock, in accordance with the
terms of the convertible debentures.  If Company is required to repay
the convertible debentures, we would be required to use its limited
working capital and/or raise additional funds.  If Company were unable
to repay the debentures when required, the debenture holders could
commence legal action against the company and foreclose on assets to
recover the amounts due.  Any such action may require the Company to
curtail or cease operations.

Operating Activities.

     The net cash used in operating activities was $3,102,688 for the
year ended December 31, 2004 compared to $20,207 for the year ended
December 31, 2003, an increase of $3,082,481.  This increase is
attributed to many changes from year to year, including the payment of
stock based compensation.
Investing Activities.

     Net cash used in investing activities increased to $309,691
during the year ended December 31, 2004 as compared to $38,052 during
the year ended December 31, 2003 as a result of the purchase of fixed assets.

Liquidity and Capital Resources.

     As of December 31, 2004, the Company had total current assets of
$564,345 and total current liabilities of $1,214,309, resulting in a
working capital deficit of $649,964; as of that date, the Company had
cash of $63,295.  During the years ended December 31, 2004 and 2003,
the Company incurred losses of $9,717,301 and $228,270, respectively,
and the Company has an accumulated deficit of $18,503,134 as of
December 31, 2004.  These factors raise substantial doubt as to the
Company's ability to continue as a going concern.

     The accompanying financial statements have been prepared assuming
that the Company continues as a going concern that contemplates the
realization of assets and the satisfaction of liabilities in the
normal course of business assuming the Company will continue as a
going concern.  However, the ability of the Company to continue as a
going concern on a longer-term basis will be dependent upon its
ability to generate sufficient cash flow from operations to meet its
obligations on a timely basis, to retain its current financing, to
obtain additional financing, and ultimately attain profitability.

     Our current cash flow from operations will not be sufficient to
maintain our capital requirements for the next twelve months.
Accordingly, we will need to continue raising capital through either
debt or equity instruments.  We believe we will need to raise at least
$5,000,000 within the next twelve months so we may continue executing
our business plans.  Whereas the Company has been successful in the
past in raising capital, no assurance can be given that these sources
of financing will continue to be available to us and/or that demand
for our equity/debt instruments will be sufficient to meet its capital
needs, or that financing will be available on terms favorable to the
Company.  The financial statements do not include any adjustments
relating to the recoverability and classification of liabilities that
might be necessary should the Company be unable to continue as a going
concern.

     If funding is insufficient at any time in the future, we may not
be able to take advantage of business opportunities or respond to
competitive pressures, or may be required to reduce the scope of our
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
our financial condition, which could require us 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 we raise additional capital through the sale
of equity or convertible debt securities, the issuance of such
securities may 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 our operations. Regardless of whether our cash assets
prove to be inadequate to meet our operational needs, we may seek to
compensate providers of services by issuance of stock in lieu of cash,
which may also result in dilution to existing shareholders.

     The Company has been successful in obtaining the required cash
resources through private placements, convertible debentures and notes
payable to service the Company through to the end of 2005.  Recent
financing activities:

     we commenced a private placement on November 29, 2003 and sold
17,545,979 shares of common stock from that date to September 1,
2004 for a total consideration of approximately $619,000.

     we commenced a private placement on September 24, 2004 and sold
1,443,990 shares of common stock from that date to October 31,
2004 for a total consideration of approximately $22,000.

     from February 18, 2004 to August 31, 2004, options covering
approximately 67,042,000 shares of common stock were exercised
(average of $0.041 per share) into free trading stock under our
Stock Incentive Plan, resulting in proceeds to us of
approximately $2,764,000.

     In addition to the above, the Company entered into a Securities
Purchase Agreement with Golden Gate Investors, Inc. on November 11,
2004 for the sale of (i) $150,000 in convertible debentures and (ii)
warrants to buy 15,000,000 shares of our common stock (see Exhibits
4.20 to 4.24).  This summary relates to the resale of the common stock
underlying these convertible debentures and warrants.  The investor
provided us with an aggregate of $150,000 as follows:

     $100,000 was disbursed to us on November 11, 2004; and

     $50,000 has been retained for services provided to our company by
     various professionals, which shall be disbursed upon
     effectiveness of the Form SB-2 registration statement;

     The debentures bear interest at 4 3/4%, mature three years from
the date of issuance, and are convertible into our common stock, at
the selling stockholder's option. The convertible debentures are
convertible into the number of our shares of common stock equal to the
principal amount of the debentures being converted multiplied by 110,
less the product of the conversion price multiplied by 100 times the
dollar amount of the debenture. The conversion price for the
convertible debentures is the lesser of (i) $0.20, (ii) 82% of the
average of the three lowest volume weighted average prices during the
twenty trading days prior to the conversion or (iii) 82% of the volume
weighted average price on the trading day prior to the conversion.
Accordingly, there is in fact no limit on the number of shares into
which the debenture may be converted.  However, in the event that our
market price is less than $0.015, we will have the option to prepay
the debenture at 150% rather than have the debenture converted.  If we
elect to prepay the debenture, Golden Gate may withdraw its conversion
notice. In addition, the selling stockholder is obligated to exercise
the warrant concurrently with the submission of a conversion notice by
the selling stockholder.  The warrant is exercisable into 15,000,000
shares of common stock at an exercise price of $1.09 per share.

     The selling stockholder has contractually agreed to restrict its
ability to convert or exercise its warrants and receive shares of our
common stock such that the number of shares of common stock held by
them and their affiliates after such conversion or exercise does not
exceed 9.9% of the then issued and outstanding shares of common stock.

Inflation.

     The impact of inflation on our costs and the ability to pass on
cost increases to its customers over time is dependent upon market
conditions. We are not aware of any inflationary pressures that have
had any significant impact on our operations over the past quarter,
and the company does not anticipate that inflationary factors will
have a significant impact on future 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 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) Impairment of long-lived assets; (c) DVDs and video
games library; (d) revenue recognition and cost of revenue; and (e)
non-cash compensation valuation.  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 our
company 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,
we evaluate these estimates, including those related to revenue
recognition and concentration of credit risk. We base our 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)  Impairment of Long-Lived Assets.

     Long-lived assets such as property and equipment and intangible
assets subject to amortization, are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount
of an asset group may not be recoverable.  Recoverability of assets
groups to be held and used is measured by a comparison of the carrying
amount of an asset group to estimated undiscounted future cash flows
expected to be generated by the asset group.  If the carrying amount
of an asset group exceeds its estimated future cash flows, an
impairment charge is recognized by the amount by which the carrying
amount of an asset group exceeds fair value of the asset group. The
Company evaluated its long-lived assets and no impairment charges were
recorded for any of the years presented.

(c)  DVDs and Video Games Library.

     DVDs and video games are recorded at historical cost and
depreciated using the straight-line method over a twenty-four month
period.  The Company has no immediate plans to have any part of its
DVDs and video games library sold and accordingly no salvage value is
provided.  However if the Company does sell any of its DVDs and video
games library, the Company will re-evaluate its depreciation policy in
terms of the salvage value.

     Because of the nature of the business, the Company experiences a
certain amount of loss, damage, or theft of its DVDs and video 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.

(d)  Revenue Recognition and Cost of Revenue.

     Subscription revenues are recognized ratably during each
subscriber's monthly subscription period.  Refunds to subscribers are
recorded as a reduction of revenues. Revenues from sales of DVDs and
video games are recorded upon shipment.

     Cost of subscription revenues consists of referral expenses,
fulfillment expenses, and postage and packaging expenses related to
DVDs and video games provided to paying subscribers. Revenue sharing
expenses are recorded as DVDs subject to revenue sharing agreements
are shipped to subscribers. Cost of DVD sales include the net book
value of the DVDs sold and, where applicable, a contractually
specified percentage of the sales value for the DVDs that are subject
to revenue share agreements.

     Revenue from proprietary software sales that does not require
further commitment from the Company is recognized upon shipment.
Consulting revenue is recognized when the services are rendered.
License revenue is recognized ratably over the term of the license.

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

(e)  Non-Cash Compensation Valuation.

     The Company intends to issue shares of common stock to various
individuals and entities for management, legal, consulting and
marketing services.  These issuances are 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 our statement of operations.

Forward Looking Statements.

     Information in this Form 10-KSB 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.  When used in this Form 10-KSB, the words "expects,"
"anticipates," "believes," "plans," "will" and similar expressions are
intended to identify forward-looking statements.  These are statements
that relate to future periods and include, but are not limited to,
statements regarding our adequacy of cash, expectations regarding net
losses and cash flow, statements regarding our growth, our need for
future financing, our dependence on personnel, and our operating expenses.

     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 below, as well as risks related to our
ability to market fluctuations and our ability to obtain future
financing, and the risks set forth below under "Factors That May Affect
Our Results."  These forward-looking statements speak only as of the
date hereof.  The Company 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,
2004, and for the year ended December 31, 2003 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.

     None.

ITEM 8A.  CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

     The Company maintains disclosure controls and procedures (as
defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities
Exchange Act of 1934, as amended) that are designed to ensure that
information required to be disclosed in our periodic reports filed
under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms, and
that such information is accumulated and communicated to our
management, including our chief executive officer and chief financial
officer, as appropriate, to allow timely decisions regarding required
disclosure.

     As of the end of the period covered by this report, our
management carried out an evaluation, under the supervision and with
the participation of our principal (chief) executive officer and
principal (chief) financial officer, of our disclosure controls and
procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the
Exchange Act).  Based upon the evaluation, our principal (chief)
executive officer and principal (chief) financial officer concluded
that our disclosure controls and procedures are effective to ensure
that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the
Commission's rules and forms.

     Because of the inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, will be or have been
detected.  These inherent limitations include the realities that
judgments in decision-making can be faulty, and that breakdowns can
occur because of simple error or mistake.  Additionally, controls can
be circumvented by the individual acts of some persons, by collusion
of two or more people, and/or by management override of the control.
The design of any system of controls also is based in part upon
certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions; over time,
controls may become inadequate because of changes in conditions,
and/or the degree of compliance with the policies and procedures may
deteriorate. Because of the inherent limitations in a cost-effective
internal control system, misstatements due to error or fraud may occur
and not be detected.

Changes in Disclosure Controls and Procedures.

     There were no significant changes in the Company's disclosure
controls and procedures, or in factors that could significantly affect
those controls and procedures, since their most recent evaluation.

ITEM 8B.  OTHER INFORMATION.

Subsequent Events.

     (a)  In March 2005, the Company cancelled its relationship with
its fulfillment provider (National Fulfillment, Inc.) and has brought
such operations in internally.

     (b)  On January 28, 2005, the Company adopted Amendment No. 6 to
its Non-Employee Directors and Consultants Retainer Stock Plan, which
increased the number of authorized shares under this plan by
100,000,000 to 375,000,000.  Also, on that date, the Company adopted
Amendment No. 2 to its Stock Incentive Plan, which increased the
number of authorized shares under this plan by 75,000,000 to
200,000,000.  The additional shares under both plans were registered
under a Form S-8 POS filed with the SEC on February 2, 2005.

PART III.

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

Directors and Executive Officers.

     The names, ages, and respective positions of the directors and
executive officers of the Company are set forth below.  The directors
named below will serve until the next annual meeting of our
stockholders or until their successors are duly elected and have
qualified.  Directors are elected for a term until the next annual
stockholders' meeting.  Officers will hold their positions at the will
of the board of directors, absent any employment agreement, of which
none currently exist or are contemplated.

     There are no family relationships between any two or more of our
directors or executive officers. There are no arrangements or
understandings between any two or more of our directors or executive
officers. There is no arrangement or understanding between any of our
directors or executive officers and any other person pursuant to which
any director or officer was or is to be selected as a director or
officer, and there is no arrangement, plan or understanding as to
whether non-management shareholders will exercise their voting rights
to continue to elect the current board of directors. There are also no
arrangements, agreements or understandings between non-management
shareholders that may directly or indirectly participate in or
influence the management of our affairs.  There are no other promoters
or control persons of the Company.  There are no legal proceedings
involving the executive officers or directors of the Company.

     Effective on September 30, 2004, Gary Hohman joined the Company
to serve as its president in place of John Fleming.  On December 27,
2004, I. Matt Sawaqed resigned as a director of the company in order
to focus his attention on other businesses in which he is involved.
On that date, Mr. Hohman, was appointed to our board of directors.

     On February 3, 2005, Mr. Hohman resigned as president and a
director of the Company in order to take the position of president of
the Company's subsidiary, GameZnFlix Racing and Merchandising, Inc.
(formerly known as AmCorp Group, Inc.); he subsequently resigned that
position.  On that date, Donald Gallent was promoted to president of
the Company to replace Mr. Hohman; he was also appointed as a director
of the Company

John Fleming, Chief Executive Officer/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 GameZnFlix 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.

Donald N. Gallent, President/Director.

     Mr. Gallent, age 32, has been working for the Company since early
August 2004, first as consultant and then in December 2004 becoming a
full time employee as vice president of web operations prior to his
appointment as president.  Prior to joining the Company, Mr. Gallent
was the owner of Fourthturn Collective of Nashville, Tennessee, an
eBusiness strategy and development firm, from October 2001 to November
2004.  From March 2000 to October 2001, he worked for XOR, Inc., an
eBusiness strategist and account manager.  From June 1997 to March
2000, Mr. Gallent served as general manager and vice president of
Thinktivity Interactive/Frank Best & Ingram.  Mr. Gallent has not
entered into any employment agreement with the company as this time.

Arthur DeJoya, Chief Financial Officer.

     Mr. DeJoya, age 39, has over 12 years of experience in both
public and private accounting mainly working with publicly traded
companies.  Mr. DeJoya'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 (the 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. DeJoya was employed with KPMG LLP working
many large publicly traded companies.

     Mr. DeJoya 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, and is a registered accountant with the Public
Company Accounting Oversight Board.  He is a member of the American
Institute of Certified Public Accountants and Nevada Society of
Certified Public Accountants.

Mark Crist, Director.

     Mr. 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 us under Rule 16a-3(d) during fiscal 2004, and
certain written representations from executive officers and directors,
the Company is aware of the following required reports that have not
been timely filed: (a) a Form 3 to report the appointment of Mr.
DeJoya as chief financial officer of the Company; (b) a Form 3 to
report the appointment of Mr. Gallent as president and a director of
the Company; (c) Form 4's of Mr. Crist to report the sales of common
stock on February 12, 2004 and March 31, 2004; (d) a Form 4 of Mr.
Fleming to report the gift of common stock on May 28, 2004; (e) Form
4's of Mr. Sawaqed to report the sales of common stock on August 5,
2004, August 16, 2004, and August 25, 2004; (f) Form 4's covering the
issuance of options on December 31, 2004 to Messrs. Fleming, Gallent,
and DeJoya; and (g) Form 5's for Messrs. Fleming, Gallent, and DeJoya
covering the Form 4 transactions in December 2004 that were not
reported (these form are in the process of being completed for filing
with the SEC).  All such reports have been prepared and filed with the
SEC.  Other than this, the Company is unaware of any other required
reports that were not 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.

Committees of the Board Of Directors.

     The Company presently does not have a compensation committee,
nominating committee, an executive committee of our board of
directors, stock plan committee or any other committees, except for an
Audit Committee (see Item 14).  However, our board of directors
intends to establish various committees during the current fiscal year.

ITEM 10.  EXECUTIVE COMPENSATION.

Summary Compensation Table.

     The following table sets forth certain information relating to
the compensation paid by the Company during the last three fiscal
years to our Chief Executive Officer.  No other executive officer of
the Company received total salary and bonus in excess of $100,000
during the fiscal year ended December 31, 2004 and for the two prior years.



<TABLE>
<CAPTION>
                           Annual compensation                      Long-term Compensation
                                                                 Awards           Payouts
Name and                                  Other           Restricted   Securities
principal                                 annual            stock     underlying       LTIP    All other
position       Year     Salary   Bonus   compensation     award(s)    options/SARs(1) payouts compensation
                          ($)     ($)       ($)             ($)           (#)           ($)       ($)
<S>            <C>      <C>       <C>     <C>             <C>         <C>             <C>       <C>
John Fleming,  2004     $115,369   -       -               -          5,000,000        -         -
CEO (1)        2003         -      -       -               -              -            -         -
               2002         -      -       -              $100,000        -            -         -

Gary Borglund,
former
president (2)  2002         -      -       -               -              -            -          -

Gary Fox,
former
president (3)  2002         -      -       -               -              -            -          -
</TABLE>


(1)  Mr. Fleming was appointed CEO and a director on September 12, 2002.

(2)  Mr. Borglund was appointed president on January 21, 2002 and
resigned on September 12, 2002.

(3)  Mr. Fox was appointed president on April 28, 2001 and resigned on
January 21, 2002.

(4)  This consists of  an option covering 5,000,000 shares of common
stock, exercisable for two years from the date of grant (December 31,
2004) at $0.007 per share.  This option has an intrinsic value of
$35,000.

     Directors of the Company do not receive cash compensation for
their services as directors or members of the committees of the board
of directors.  All directors may be reimbursed for their reasonable
expenses incurred in connection with attending meetings of the board
of directors.

Employment Contracts.

     There are no employment contracts between the Company and its
officers and directors.

Other Compensation.

     (a)  There are no annuity, pension or retirement benefits
proposed to be paid to officers, directors, or employees of the
Registrant in the event of retirement at normal retirement date as
there was no existing plan as of December 31, 2004 provided for or
contributed to by the Company.

     (b)  Other than as follows, no remuneration is proposed to be
paid in the future directly or indirectly by the Company to any
officer or director. (1) On July 1, 2001, we adopted a Non-Employees
Directors and Consultants Retainer Stock Plan (see description under
Item 11, below); and (2) on April 25, 2003, we adopted a Stock
Incentive Plan (see description under Item 11, below).  The Company
may pay compensation to officers and directors in the future under one
or both of these plans.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT, AND RELATED STOCKHOLDER MATTERS

     The following table sets forth information regarding the
beneficial ownership of shares of the Company's common stock as of the
March 28, 2005 (771,801,665 issued and outstanding) by (i) all
shareholders known to the Company to be beneficial owners of more than
5% of the outstanding common stock; (ii) each director and executive
officer; and (iii) all officers and directors of the Company as a
group.  Each person has sole voting power and sole dispositive power
as to all of the shares shown as beneficially owned by him

Title of Class    Name and Address of               Amount of      Percent of
                    Beneficial Owner                Beneficial       Class
                                                    Ownership (1)

Common Stock      John Fleming                      126,400,000 (2)    16.27%
                  1535 Blackjack Road
                  Franklin, Kentucky 42134

Common Stock      Donald N. Gallent                  25,000,000 (3)     3.22%
                  1535 Blackjack Road
                  Franklin, Kentucky 42134

Common Stock      Arthur DeJoya                       5,000,000 (4)     0.64%
                  1535 Blackjack Road
                  Franklin, Kentucky 42134

Common Stock      Mark Crist                                  0         0.00%
                  1535 Blackjack Road
                  Franklin, Kentucky 42134

Common Stock      Shares of all directors and       156,400,000        18.32%
                  executive officers
                  as a group (4 persons)

(1)  Except as noted below, none of these security holders has the
right to acquire any amount of the shares within sixty days from
options, warrants, rights, conversion privilege, or similar
obligations.  Applicable percentage ownership of common stock is
based on 771,801,665 shares issued and outstanding on March 28,
2005 divided by the total common stock for each beneficial owner.
Beneficial ownership is determined in accordance with the rules
and regulations of the SEC.  In computing the number of shares
beneficially owned by a person and the percentage ownership of
that person, shares of common stock subject to options or
convertible or exchangeable into such shares of common stock held
by that person that are currently exercisable, or exercisable
within 60 days, are included.

(2)  	Included within this amount is an option covering 5,000,000
shares of common stock, exercisable for two years from the date
of grant (December 31, 2004) at $0.007 per share.

(3)  Included within this amount is an option covering 5,000,000
shares of common stock, exercisable for two years from the date
of grant (December 31, 2004) at $0.007 per share.

(4)  This amount consists of an option covering 5,000,000 shares
of common stock, exercisable for two years from the date of grant
(December 31, 2004) at $0.007 per share.

Securities Authorized for Issuance under Equity Compensation Plans.

     The Company has adopted two equity compensation plans (neither of
which has been approved by our shareholders):

     (a)  Non-Employee Directors and Consultants Retainer Stock Plan.

     On July 1, 2001, the Company adopted a Non-Employee Directors and
Consultants Retainer Stock Plan (the Company adopted Amendment No. 5
to this plan on May 20, 2004).  The purposes of the plan are to enable
the Company to promote its interests by attracting and retaining non-
employee directors and consultants capable of furthering our business
and by aligning their economic interests more closely with those of
our shareholders, by paying their retainer or fees in the form of
shares of common stock.  As December 31, 2004, all 275,000,000 shares
of common stock authorized under this plan have been registered as a
result of Form S-8's filed with the SEC; 69,734,849 shares were issued
during fiscal year 2004.  As of December 31, 2004, there were no
shares of common stock remaining to be issued under this plan.

(b)  Stock Incentive Plan.

     On April 25, 2003, the Company adopted a Stock Incentive Plan
(the Company amended this plan on August 23, 2004). This plan is
intended to allow directors, officers, employees, and certain non-
employees of the Company to receive options to purchase our 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.  As of December 31,
2004, all 125,000,000 shares of common stock authorized under this
plan have been registered as a result of Form S-8's filed with the
SEC.  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.  During 2003, the Company
granted options for 25,000,000 shares 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) to which all were exercised in 2004.  During August 2004,
the Company granted options for 42,042,294 shares to three individuals
(at an exercise price equal to 50% of the market price on the date of
exercise) to which all were exercised in 2004.  During December 2004,
the Company granted options for 30,000,000 shares to eight individuals
(at an exercise price equal to 50% of the market price on the date of
exercise) to which none of these options were exercised in 2004.  As
of December 31, 2004, 27,957,706 shares of common stock remain to be
issued under this plan, and options covering 67,042,294 shares have
been exercised and options covering 30,000,000 shares remained unexercised.



<TABLE>
<CAPTION>
                                    Equity Compensation Plan Information
                                            September 30, 2004
                                                                                 Number of
                                                                                 securities
                                                                                 remaining
                                 Number of                                   available for future
                              securities to be                                  issuance under
                                 ssued upon             Weighted-average           equity
                               exercise of             exercise price of         compensation
                               outstanding               outstanding            plan (excluding
                             options, warrants         options, warrants      securities reflected
                               and rights                 and rights             in column (a)
Plan category                     (a)                       (b)                      (c)
<S>                            <C>                     <C>                        <C>
Equity compensation plans
approved by security holders    0                       0                          0

Equity compensation plans
not approved by security
holders                         0                       0                     Director's and
                                                                              Consultant's Plan:
                                                                              0 shares; Stock
                                                                              Incentive Plan:
                                                                              27,957,706 shares

Total                           0                       0                     Director's and
                                                                              Consultant's Stock
                                                                              Plan: 0 shares; stock
                                                                              Incentive Plan:
                                                                              27,957,706 shares
</TABLE>


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

     (b)  On March 17, 2003, the Company 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.

     (c)  The Company's corporate office is located in Franklin,
Kentucky at the president's home-based office (which is provided to
the company without cost).

     (d)  On October 1, 2004, the Company entered into an Employment
Agreement with Mr. Hohman.  Under this agreement, which had a term of
three years, Mr. Hohman was to receive a salary of $120,000 per year.
He was also to receive additional compensation, including full health
insurance for him and his family, four weeks per year paid vacation
time, and stock options, at the discretion of the Registrant's board
of directors.  See Exhibit 10.  However, Mr. Hohman was recently
resigned as president of the Company's subsidiary, GameZnFlix Racing
and Merchandising, Inc.; therefore, this agreement is no longer in force.

     (e)  On December 31, 2004, the Company issued options covering a
total of 20,000,000 shares of common stock under our Stock Incentive
Plan to five employees of the Company, including our chief executive
officer, our president, and our chief financial officer, for services
rendered to the Company.  These options, which are exercisable into
free trading shares of common stock under that plan, are exercisable
for a period of two years after the grant at $0.007 per share.

     For each of the transactions noted above, the transaction was
negotiated, on the part of the Company, on the basis of what is in the
best interests of the Company 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 our officers and directors 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 Company and such officers and directors.  The
Company will attempt to resolve such conflicts of interest in our favor.

ITEM 13.  EXHIBITS.

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

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees.

     The aggregate fees billed for each of the last two fiscal years
for professional services rendered by Smith & Company and Beckstead
and Watts, LLP (collectively, "Accountants") for the audit of the
Registrant's annual financial statements, and review of financial
statements included in the company's Form 10-QSB's: 2004: $39,217
(Smith & Company); 2003: $20,000 (Smith & Company); and 2003: $22,000
(Beckstead and Watts, LLP)

Audit-Related Fees.

     The aggregate fees billed in each of the last two fiscal years
for assurance and related services by the Accountants that are
reasonably related to the performance of the audit or review of the
Registrant's financial statements and are not reported under Audit
Fees above: $0.

Tax Fees.

     The aggregate fees billed in each of the last two fiscal years
for professional services rendered by the Accountants for tax
compliance, tax advice, and tax planning: $0.

All Other Fees.

     The aggregate fees billed in each of the last two fiscal years
for products and services provided by the Accountants, other than the
services reported above: $0.

Audit Committee.

     The Company's audit committee consists of John Fleming and Arthur
DeJoya, neither of which is an independent director.  The audit
committee has not adopted a written charter.  Mr. DeJoya has been
designated as the Audit Committee's "financial expert" in compliance
with Item 401(e) of Regulation S-B.

     The primary responsibility of the Audit Committee is to oversee
our financial reporting process on behalf of the Company's board of
directors and report the result of their activities to the board.
Such responsibilities include, are not limited to, the selection, and
if necessary the replacement, of the Company's independent auditors,
review and discuss with such independent auditors (i) the overall
scope and plans for the audit, (ii) the adequacy and effectiveness of
the accounting and financial controls, including the Company's system
to monitor and manage business risks, and legal and ethical programs,
and (iii) the results of the annual audit, including the financial
statements to be included in our annual report on Form 10-KSB.

     The Company's policy is to pre-approve all audit and permissible
non-audit services provided by the independent auditors.  These
services may include audit services, audit-related services, tax
services and other services.  Pre-approval is generally provided for
up to one year and any pre-approval is detailed as to the particular
service or category of services and is generally subject to a specific
budget.  The independent auditors and management are required to
periodically report to the audit committee regarding the extent of
services provided by the independent auditors in accordance with this
pre-approval, and the fees for the services performed to date.  The
audit committee may also pre-approve particular services on a case-by-
case basis.

                                     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: March 30, 2005                  By: /s/ John Fleming
                                       John Fleming, CEO

     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                     March 30, 2005
John Fleming          Officer/Secretary/Director

/s/  Donald N. Gallent President/Director                 March 30, 2005
Donald N. Gallent

/s/  Arthur DeJoya     Chief Financial Officer            March 30, 2005
Arthur DeJoya          (principal financial and
                       accounting officer)

/s/  Mark Crist        Director                           March 30, 2005
Mark Crist

         REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
GameZnFlix, Inc.

We have audited the accompanying consolidated balance sheet of
GameZnFlix, Inc. and Subsidiaries  (a Nevada corporation) as of
December 31, 2004, and the related consolidated statements of
operations, changes in stockholders' equity, and cash flows for the
years ended December 31, 2004 and 2003.  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

We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States).  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 audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
GameZnFlix, Inc. and Subsidiaries as of December 31, 2004 and the
results of its operations, changes in stockholders' equity, and its
cash flows for the years ended December 31, 2004 and 2003, 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 constraints, an accumulated deficit of
$18,503,134 at December 31, 2004, 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 financial
statements.  The accompanying financial statements do not include any
adjustments that may result from the outcome of this uncertainty.


/s/  Smith & Company
Certified Public Accountants
Salt Lake City, Utah
March 28, 2005


                                  GAMEZNFLIX, INC.
                            CONSOLIDATED BALANCE SHEET
                               DECEMBER 31, 2004

                                    ASSETS
Current assets
Cash                                                              $     63,295
Accounts receivable                                                     68,244
Inventory                                                              145,366
Prepaid expenses                                                       225,020
Other assets                                                            62,420
Total current assets                                                   564,345

DVDs and video games library, net                                      367,005
Fixed assets, net                                                      305,671
Other assets                                                           117,065

Total assets                                                         1,354,086

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable                                                       524,856
Accrued expenses                                                       278,083
Notes payable                                                           50,729
Notes payable - related parties                                        210,641
Customer deposits                                                           --
Convertible debenture                                                  150,000
Total current liabilities                                            1,214,309

Long-term liabilities                                                       --

Total liabilities                                                    1,214,309

Commitments and contingencies                                               --

Stockholders' deficit
Common stock, $0.001 par value; 2,000,000,000
    shares authorized, 647,201,655 shares
    issued and outstanding                                             647,202

Additional paid-in capital                                          18,111,258
Stock subscriptions receivable                                        (115,549)
Accumulated deficit                                                (18,503,134)
Total stockholders' deficit                                            139,777

Total liabilities and stockholders' deficit                          1,354,086

See accompanying Notes to Consolidated Financial Statements


                                   GAMEZNFLIX, INC.
                        CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                    For the Year         For the Year
                                                       Ended                Ended
                                                  December 31, 2004    December 31, 2003
<S>                                               <C>                  <C>
Revenues                                          $      287,117       $      143,421
Cost of revenues                                         188,415               15,976
Gross profit                                              98,702              127,445

Operating expenses
Advertising                                            3,044,100               21,411
Consulting and professional fees                       4,353,911            1,055,314
Depreciation and amortization                            372,842               33,016
Selling, general and administrative                    2,137,428              203,514
Total operating expenses                               9,908,281            1,313,255

Loss from operations                                  (9,809,579)          (1,185,810)

Other income (expense)
Gain on extinguishments of debt                                -              962,620
Interest expense                                          (2,643)             (21,161)
Interest income                                              916                    2
Other income                                              94,005               16,079
Total other income (expense)                              92,278              957,540

Loss before provision for income taxes                (9,717,301)            (228,270)

Provision for income taxes                                    --                   --

Net loss                                              (9,717,301)            (228,270)

Loss per common share - basic and diluted                  (0.02)               (0.00)

Weighted average common shares outstanding -
basic and diluted                                    583,437,443           332,124,803
</TABLE>


See accompanying Notes to Consolidated Financial Statements


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



<TABLE>
<CAPTION>
                                           Add'l       Stock      Prepaid Fees   Accumulated     Total
                       Common Stock       Paid-in   Subscription    Paid with      Deficit   Stockholders'
                     Shares     Amount    Capital    Receivable   Common Stock                  Deficit
<S>                  <C>       <C>       <C>         <C>          <C>             <C>        <C>
Balance,
December 31, 2002   283,571,449 $ 283,571  $ 6,781,732 $      --   $        --    $(8,557,563) $(1,492,260)

Issuance of stock
for legal and
consulting services 139,395,167  139,395       810,589        --            --             --       949,984

Issuance of stock
related to
acquired business    14,000,000   14,000       (13,766)       --            --             --           234

Issuance of stock
related to
prepaid fees         37,500,000   37,500       900,000        --      (937,500)            --            --

Issuance of stock
through private
placement,
weighted average
price of
$0.015 per share      7,007,595    7,008        95,492        --           --              --       102,500

Net loss                     --       --            --        --           --        (228,270)    (228,270)

Balance,
December 31, 2003   481,474,211  481,474     8,574,047        --     (937,500)     (8,785,833)    (667,812)

Prepaid fees
expensed during
the year                     --       --            --        --      937,500              --      937,500

Issuance of stock
related to
satisfaction of debt    600,000      600        30,425        --           --              --       31,025

Issuance of stock
for legal and
consulting services  79,803,524   79,805     6,076,692        --           --              --    6,156,497

Issuance of stock
related to
exercise of options
and warrants         67,042,294   67,042     2,696,923  (115,549)          --              --    2,648,416

Issuance of stock
through private
placements,
weighted average
price of
$0.015 per share     18,281,636   18,282       610,503        --           --              --      628,785

Detachable warrant
and beneficial
conversion
feature related to
convertible
debenture                    --      --        122,667        --           --              --      122,667

Net loss                     --      --             --        --           --      (9,717,301)  (9,717,301)

Balance,
December 31, 2004   647,201,665  647,202    18,111,258  (115,549)          --     (18,503,134)     139,777
</TABLE>


See accompanying Notes to Consolidated Financial Statements


                                     GAMEZNFLIX, INC.
                        CONSOLIDATED STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>
                                                    For the Year         For the Year
                                                       Ended                Ended
                                                  December 31, 2004    December 31, 2003
<S>                                               <C>                  <C>
Cash flows from operating activities:
Net loss                                         $ (9,717,301)         $     (228,270)
Adjustments to reconcile net loss to net
cash used in operating activities:
Stock based compensation                            7,099,599                 949,984
Depreciation and amortization                         372,842                  33,016

Changes in operating assets and liabilities:
Change in accounts receivable                          (3,674)                (56,433)
Change in stock subscriptions receivable               20,000                 (20,000)
Change in DVDs and video games library               (690,863)                     --
Change in inventory                                  (145,366)                 21,221
Change in prepaid expenses                           (225,020)                     --
Change in other assets                                (54,401)                  3,589
Change in accounts payable and accrued liabilities    241,496                (723,314)

Net cash used in operating activities              (3,102,688)                (20,207)

Cash flows from investing activities:
Purchase of fixed assets                             (309,691)                (38,052)

Net cash used in investing activities                (309,691)                (38,052)

Cash flows from financing activities:
Principal payments on notes payable                    (4,975)                (81,421)
Proceeds from notes payable                           159,670                  58,428
Proceeds from issuance of common stock              3,277,201                 102,500

Net cash provided by financing activities           3,431,896                  79,507

Net change in cash                                     19,517                  21,248

Cash, beginning of period                              43,778                  22,530

Cash, end of period                                    63,295                  43,778

Supplemental disclosure of cash flow information:
Cash paid for interest                                    400                  21,161

Schedule of non-cash financing and
investing activities:
Issuance of common stock related
to prepaid fees                                            --                 937,500

Issuance of common stock for
business acquisition                                       --                     234

Issuance of common stock related to stock
subscription receivable                               115,549                      --

Issuance of common stock for satisfaction of debt      31,025                      --

Unamortized detachable warrant and
beneficial conversion
feature related to convertible debenture              117,065                      --
</TABLE>


See accompanying Notes to Consolidated Financial Statements


                               GAMEZNFLIX, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       DECEMBER 31, 2004 AND 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
November 21, 2003, the Company changed its name to GameZnFlix, Inc.

Nature of Business.

The Company provides online movie (also referred to as "DVD") and
video game rentals to subscribers through its internet website
www.gameznflix.com.  Aside from having a comprehensive movie library
of titles, the Company also provides subscribers with access to a
comprehensive games library of Xbox, Playstation 2, Playstation, and
Nintendo Gamecube titles.  In March 2004, the Company launched its
website, http://www.gameznflix.com, and began operating in the online
movie and video game rental industry.  Subscribers of the Company are
located within the United States of America.  The Company maintains
its headquarters in Franklin, Kentucky and its movie and games rental
shipping facilities in California and Kentucky.

Basis of Presentation.

The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries that include Veegeez.com,
LLC, Naturally Safe Technologies, Inc., and GameZnFlix Racing and
Merchandising, Inc. (formerly known as AmCorp Group, Inc.)  All
intercompany balances and transactions have been eliminated.

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.

Reclassifications.

Certain amounts reported in previous years have been reclassified to
conform to the current year presentation.

Fair Value of Financial Instruments.

The fair value of the Company's cash, accounts receivable, accounts
payable, accrued expenses and notes payable approximates their
carrying value due to their short maturity.

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 were no cash equivalents as of December 31, 2004.

Inventory.

Inventory consists of DVD and video game products for sale.  All
inventory items are stated at the lower of cost (first-in, first-out)
or market value.

Property, Plant, and Equipment.

Property and equipment are carried at cost less accumulated
depreciation. Depreciation is calculated using the straight-line
method over the shorter of the estimated useful lives of the
respective assets, generally from three years to five years, and forty
years for a building.

Impairment of Long-Lived Assets.

In accordance with Statement of Financial Accounting Standards
("SFAS") No. 144, "Accounting for the Impairment or Disposal of Long-
Lived Assets," long-lived assets such as property and equipment and
intangible assets subject to amortization, are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying
amount of an asset group may not be recoverable.  Recoverability of
assets groups to be held and used is measured by a comparison of the
carrying amount of an asset group to estimated undiscounted future
cash flows expected to be generated by the asset group. If the
carrying amount of an asset group exceeds its estimated future cash
flows, an impairment charge is recognized by the amount by which the
carrying amount of an asset group exceeds fair value of the asset
group. The Company evaluated its long-lived assets and recorded an
impairment charges during fiscal year 2004 related to certain assets
in its subsidiary Naturally Safe Technologies, Inc which has been
reflected within selling, general and administrative expenses in the
accompanying consolidated statements of operations for the year ended
December 31, 2004.

DVDs and Video Games Library.

DVDs and video games are recorded at historical cost and depreciated
using the straight-line method over a twenty-four month period.  The
Company has no immediate plans to have any part of its DVDs and video
games library sold and accordingly no salvage value is provided.
However if the Company does sell any of its DVDs and video games
library, the Company will re-evaluate its depreciation policy in terms
of the salvage value.

Because of the nature of the business, the Company experiences a
certain amount of loss, damage, or theft of its DVDs and video 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 and Cost of Revenue.

Subscription revenues are recognized ratably during each subscriber's
monthly subscription period.  Refunds to subscribers are recorded as a
reduction of revenues. Revenues from sales of DVDs and video games are
recorded upon shipment.

Cost of subscription revenues consists of referral expenses,
fulfillment expenses, and postage and packaging expenses related to
DVDs and video games provided to paying subscribers. Revenue sharing
expenses are recorded as DVDs subject to revenue sharing agreements
are shipped to subscribers. Cost of DVD sales include the net book
value of the DVDs sold and, where applicable, a contractually
specified percentage of the sales value for the DVDs that are subject
to revenue share agreements.

Revenue from proprietary software sales that does not require further
commitment from the Company is recognized upon shipment.  Consulting
revenue is recognized when the services are rendered.  License revenue
is recognized ratably over the term of the license.

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

Fulfillment Expenses.

Fulfillment expenses represent those costs incurred in operating and
staffing the Company's fulfillment and customer service centers,
including costs attributable to receiving, inspecting and warehousing
the Company's DVDs and video games library.

Advertising Costs.

The Company expenses all costs of advertising as incurred.
Advertising costs for the years ended December 31, 2004 and 2003 were
$3,044,100 and $21,411, respectively.

Income Taxes.

The Company accounts for income taxes using the asset and liability
method. Deferred income taxes are recognized by applying enacted
statutory tax rates applicable to future years to differences between
the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and operating loss and tax
credit carry forwards.  The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.  The measurement of deferred
tax assets is reduced, if necessary, by a valuation allowance for any
tax benefits for which future realization is uncertain.

At December 31, 2004, the Company has net operating loss carry
forwards totalling approximately $11,700,000.  The carry forwards
begin to expire in fiscal year 2017. The Company has established a
valuation allowance for the full tax benefit of the operating loss
carryovers due to the uncertainty regarding realization.

Net Income (Loss) Per Share.

Basic net income (loss) per share is computed using the weighted-
average number of outstanding shares of common stock during the
period. Diluted net income (loss) per share is computed using the
weighted-average number of outstanding shares of common stock and,
when dilutive, potential common shares outstanding during the period.
Potential common shares consist primarily of incremental shares
issuable upon the assumed exercise of stock options and warrants to
purchase common stock using the treasury stock method.  The
calculation of diluted net income (loss) per share gives effect to
common stock equivalents; however, potential common shares are
excluded if their effect is antidilutive.

Dividends.

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

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.

Stock-Based Compensation.

Up through December 31, 2004, 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."  Stock and options granted to consultants, independent
representatives and other non-employees are accounted for using the
fair value method as prescribed by SFAS No. 123.

Recent Pronouncements.

In September 2004, the Emerging Issues Task Force ("EITF") reached a
consensus on EITF Issue 04-08. "The Effect of Contingently Convertible
Instruments on Diluted Earnings per Share", which requires the
inclusion of shares related to contingently convertible debt
instruments for computing diluted earnings per share using the if-
converted method, regardless of whether the market price contingency
has been met.  EITF 04-08 will be effective for all periods ending
after December 15, 2004 and includes retroactive adjustment to
historically reported diluted earnings per share.  The adoption of
EITF Issue No. 04-08 does not currently have an impact on the
Company's operating results or financial position.

In November 2004, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 151, "Inventory Costs, an amendment of Accounting
Research Board No. 43, Chapter 4."  SFAS No. 151 clarifies that
abnormal inventory costs such as costs of idle facilities, excess
freight and handling costs, and wasted materials (spoilage) are
required to be recognized as current period charges.  The provisions
of SFAS No. 151 are effective for fiscal years beginning after June
15, 2005. The adoption of SFAS 151 is not expected to have a
significant impact on the Company's operating results or financial position.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-
monetary Assets", which eliminates the exception for non-monetary
exchanges of similar productive assets and replaces it with a general
exception for exchanges of non-monetary assets that do not have
commercial substance.  SFAS No. 153 will be effective for non-monetary
asset exchanges occurring in fiscal periods beginning after June 15,
2005.  The adoption of SFAS No. 153 does not currently have an impact
on the Company's operating results or financial position.

In December 2004, the FASB issued SFAS No. 123(R), "Share-Based
Payment", which establishes standards for transactions in which an
entity exchanges its equity instruments for goods or services.  This
standard replaces SFAS No. 123 and supersedes APB Opinion No. 25,
"Accounting for Stock-based Compensation."  This standard requires a
public entity to measure the cost of employee services received in
exchange for an award of equity instruments based on the grant-date
fair value of the award.  This eliminates the exception to account for
such awards using the intrinsic method previously allowable under APB
Opinion No. 25.  SFAS No. 123(R) will be effective for interim or
annual reporting periods beginning on or after June 15, 2005. The
Company previously adopted the fair value recognition provisions of
SFAS No. 123, "Accounting for Stock-Based Compensation," in the second
quarter of 2003, and restated prior periods at that time.  Accordingly
the Company is unable to determine at this time the impact of SFAS No.
123(R) will have on its balance sheet or income statements.

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, 2004, the Company had an accumulated deficit of
$18,503,134.  In addition, the Company had excess current liabilities
over current assets of $649,964.  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 2004, the Company launched its website, http://www.gameznflix.com,
and began fully operating in the online DVD and video game rental
industry in the latter part of 2004.  The Company will continue to
focus on expanding its subscriber base and implement certain strategic
plans.  A part of this strategic plan includes raising working capital
through either debt or equity instruments within the next twelve months.

The ability of the Company to continue as a going concern is dependent
on additional sources of capital and the success of the Company's plan
as set forth above.  The financial statements do not include any
adjustments that might be necessary if the Company is unable to
continue as a going concern.

NOTE 3  DVDS AND VIDEO GAMES LIBRARY

DVDs and video games library as of December 31, 2004 consisted of the
following:

DVDs and video games library                       $  724,221
Less accumulated amortization                        (357,216)
DVDs and video games library, net                  $  367,005

NOTE 4  OTHER ASSETS

Other assets classified as current assets totalling $62,420 as of
December 31, 2004, consist of deposits with certain vendors that will
be returned to the Company within twelve months.  Other assets
classified as non-current assets totalling $117,065 as of December 31,
2004, consist of unamortized discount related to the convertible
debenture as further discussed in Note 6.

NOTE 5  FIXED ASSETS

Fixed assets as of December 31, 2004 consisted of the following:

Computers and software                            $   64,008
Furniture and fixtures                                   990
Automobiles                                           46,500
Office building                                      204,194
                                                     315,692
Less accumulated depreciation                        (10,021)
Fixed assets, net                                 $  305,671

NOTE 6  NOTES PAYABLE

Notes payable as of December 31, 2004 consisted of the following:

Promissory note payable to a consulting firm;
due on demand, unsecured and bears no interest            $    35,000

Promissory note payable to a consulting firm;
due on demand, unsecured and bears no interest                 15,729

                                                          $    50,729

NOTE 7  NOTES PAYABLE - RELATED PARTIES

Notes payable - related parties as of December 31, 2004 consisted of
the following:

Promissory note payable to an investor, due on
demand (past due maturity and in default),
secured by assets of NSTI, bears no interest              $   175,000

Promissory note payable to a consulting firm
owned by the Company's chief executive
officer's son, due on demand, unsecured and
bears an interest rate of 10%                                  27,641

Promissory note payable to an investor, due on
demand, unsecured and bears no interest                         8,000

                                                          $   210,641

NOTE 8  CONVERTIBLE DEBENTURE

As of December 31, 2004, a convertible debenture totaling $150,000
matures November 2007, is unsecured and bears an annual interest rate
of 4.75%.  The convertible debenture is convertible into shares of
common stock equal to the principal amount of the debenture being
converted multiplied by 110, less the product of the conversion price
multiplied by 100 times the dollar amount.  The conversion price shall
be based on the lesser of $0.20 per share or 82% of the average of the
lowest volume weighted average prices during the 20 trading days prior
to the debt holder's election to convert such unpaid balances.
Additionally, the debt holder is entitled to warrants to purchase
15,000,000 shares of common stock at an exercise price of $1.09 per
share.  In accordance with EITF 00-27, the Company has determined the
value of the convertible debenture and the fair value of the
detachable warrants issued in connection with this debt.  The
estimated value of the warrants of $44,870 was determined using the
Black-Scholes option pricing model under the following assumptions:
life of 1 year, risk free interest rate of 3.5%, a dividend yield of
0% and volatility of 207%.  The face amount of the debt of $150,000
was proportionately allocated to the convertible debt and the warrants
in the amounts of $105,130 and $44,870, respectively.  The value of
the note was then allocated between the debt and the beneficial
conversion feature, which attributed to $27,333 and $77,797,
respectively.  The combined total discount is $122,667, which is being
amortized over the term of the convertible debt.  For the year ended
December 31, 2004, the Company has amortized a total of $5,602.

NOTE 9  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 as of December 31, 2003.

NOTE 10  STOCK COMPENSATION PLANS

On July 1, 2001, the Company adopted a Non-Employee Directors and
Consultants Retainer Stock Plan (the Company adopted Amendment No. 5
to this plan on May 20, 2004).  The purposes of the plan are to enable
the Company to promote its interests by attracting and retaining non-
employee directors and consultants capable of furthering its business
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.  As December 31, 2004, all 275,000,000
shares of common stock authorized under this plan have been registered
as a result of Form S-8's filed with the Securities and Exchange
Commission; 69,734,849 shares were issued during fiscal year 2004.  As
of December 31, 2004, there were no shares of common stock remaining
to be issued under this plan.

On April 25, 2003, the Company adopted a Stock Incentive Plan (the
Company amended this plan on August 23, 2004). This plan is intended
to allow directors, officers, employees, and certain non-employees of
the Company to receive options to purchase its 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. As of December 31, 2004, all
125,000,000 shares of common stock authorized under this plan have
been registered as a result of Form S-8's filed with the Securities
and Exchange Commission.  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.  During
2003, the Company granted options for 25,000,000 shares 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) to which all were exercised in 2004.  During
August 2004, the Company granted options for 42,042,294 shares to
three individuals (at an exercise price equal to 50% of the market
price on the date of exercise) to which all were exercised in 2004.
During December 2004, the Company granted options for 30,000,000
shares to eight individuals (at an exercise price equal to 50% of the
market price on the date of exercise) to which none of these options
were exercised in 2004.  As of December 31, 2004, 27,957,706 shares of
common stock remain to be issued under this plan, and options covering
67,042,294 shares have been exercised and options covering 30,000,000
shares remained unexercised.

On July 1, 2001, the Company adopted a Non-Employee Directors and
Consultants Retainer Stock Plan (the Company adopted Amendment No. 6
to this plan on January 28, 2005).  The purposes of the plan are to
enable the Company 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.  All 375,000,000 shares of common stock authorized
under this plan have been registered as a result of a various Form S-
8's filed with the Securities and Exchange Commission.  As of December
31, 2004, 103,500,000 shares of common stock remain to be issued under
this plan.

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 11  SUBSEQUENT EVENTS

(a)  In March 2005, the Company cancelled its relationship with its
fulfillment provider (National Fulfillment, Inc.) and has brought such
operations in internally.

(b)  On January 28, 2005, the Company adopted Amendment No. 6 to its
Non-Employee Directors and Consultants Retainer Stock Plan, which
increased the number of authorized shares under this plan by
100,000,000 to 375,000,000.  Also, on that date, the Company adopted
Amendment No. 2 to its Stock Incentive Plan, which increased the
number of authorized shares under this plan by 75,000,000 to
200,000,000.  The additional shares under both plans were registered
under a Form S-8 POS filed with the Securities and Exchange Commission
on February 2, 2005.  Amended and Restated Stock Incentive Plan
(Amendment No. 2), dated January 28, 2005 (filed herewith).

                               EXHIBIT INDEX

Number             Description

2.1      Agreement and Plan of Merger between GameZnFlix 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 GameZnFlix 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 GameZnFlix 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 GameZnFlix 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      Certificate of Amendment to Articles of Incorporation, dated
         December 16, 2004 (incorporated by reference to Exhibit 3 of
         the Form 8-K filed on December 21, 2004)

3.7      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 GameZnFlix 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 GameZnFlix 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 GameZnFlix 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).

4.18     Amended and Restated Non-Employee Directors and Consultants
         Retainer Stock Plan (Amendment No. 5), dated May 20, 2004
         (incorporated by reference to Exhibit 4 of the Form S-8 POS
         filed on May 25, 2004).

4.19     Amended and Restated Stock Incentive Plan, dated August 23,
         2004 (incorporated by reference to Exhibit 4 of the Form S-8
         POS filed on August 31, 2004).

4.20     Securities Purchase Agreement between GameZnFlix and Golden
         Gate Investors, Inc., dated November 11, 2004 (incorporated
         by reference to Exhibit 4.1 of the Form 8-K filed on
         November 30, 2004).

4.21     Warrant to Purchase Common Stock issued by GameZnFlix in
         favor of Golden Gate Investors, Inc., dated November 11,
         2004 (incorporated by reference to Exhibit 4.2 of the Form
         8-K filed on November 30, 2004).

4.22     Registration Rights Agreement between GameZnFlix and Golden
         Gate Investors, Inc., dated November 11, 2004 (incorporated
         by reference to Exhibit 4.3 of the Form 8-K filed on
         November 30, 2004).

4.23     Addendum to Convertible Debenture and Securities Purchase
         Agreement between GameZnFlix and Golden Gate Investors,
         Inc., dated November 17, 2004 (incorporated by reference to
         Exhibit 4.4 of the Form 8-K filed on November 30, 2004).

4.24     Addendum to Convertible Debenture and Securities Purchase
         Agreement between GameZnFlix and Golden Gate Investors,
         Inc., dated December 17, 2004 (incorporated by reference to
         Exhibit 4.5 of the Form 8-K/A filed on January 18, 2005).

10       Employment Agreement between GameZnFlix and Gary Hohman,
         dated October 1, 2004 (incorporated by reference to Exhibit
         10 of the Form 8-K filed on October 8, 2004).

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 GameZnFlix (filed herewith).

23      Consent of Smith & Company, independent auditors (filed
        herewith).

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 DeJoya
        (filed herewith).

32      Section 1350 Certification of John Fleming and Arthur DeJoya
        (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    Text of Press Release Issued by GameZnFlix, dated September
        30, 2004 (incorporated by reference to Exhibit 99 of the
        Form 8-K filed on October 8, 2004).

99.3    Text of Press Release Issued by GameZnFlix, dated February
        4, 2005 (incorporated by reference to Exhibit 99 of the Form
        8-K filed on February 7, 2005).