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, 2006

                                        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 Company 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)

                  Company'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 Company (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 Company 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 Company's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-KSB or any amendment to this Form 10-KSB [X].

     Check whether the Company is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act [  ].  Indicate by
check mark whether the Company is a shell company (as defined in Rule
12b-2 of the Exchange Act): Yes [   ]  No [X].

     The Company had revenues of $1,884,678 for the fiscal year ended
on December 31, 2006.  The aggregate market value of the voting stock
held by non-affiliates of the Company as of February 28, 2007:
$5,881,776.  As of February 28, 2007, the Company had 6,058,176,376
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                                            22

ITEM 3.   LEGAL PROCEEDINGS                                                  23

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                23

PART II.

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS           23

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS                      24

ITEM 7.   FINANCIAL STATEMENTS                                               34

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
          ON ACCOUNTING AND FINANCIAL DISCLOSURE                             34

ITEM 8A.  CONTROLS AND PROCEDURES                                            34

ITEM 8B   OTHER INFORMATION                                                  35

PART III.

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL
          PERSONS, AND CORPORATE GOVERNANCE; COMPLIANCE
          WITH SECTION 16(A) OF THE EXCHANGE ACT                             36

ITEM 10.  EXECUTIVE COMPENSATION                                             38

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
          OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDER MATTERS             41

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
          AND DIRECTOR INDEPENDENCE                                          46

ITEM 13.  EXHIBITS                                                           48

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES                             48

SIGNATURES                                                                   50

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
stockholders of the Company. 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, the Company again amended the
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, the Company amended the articles of incorporation to
increase the authorized common stock of the Company to 2,000,000,000
shares.  On July 19, 2005, the articles of incorporation were further
amended to increase the number of authorized common shares to
4,000,000,000, and on March 21, 2006 increased to 25,000,000,000.

     During the period of July 2002 to September 2002, the Company
acquired 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
revenues and Naturally Safe generated approximately 74% of revenues.
During the fiscal year ended December 31, 2003, AmCorp generated 2% of
revenues and Naturally Safe generated approximately 88% of revenues.
In May 2003, the Company ceased operation of Prima International, LLC,
a wholly owned subsidiary of Naturally Safe.  In September 2003, the
Company acquired Veegeez.com, LLC, a California limited liability company.

Business of the Company.

     Veegeez.com provided its subscribers with access to its video
games library. In March 2004, the Company launched its website,
http://www.gameznflix.com.  However, the Company did not fully
commence operations in the online DVD and video game rental until
September 2004.  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 Microsoft Xbox, Xbox 360, Sony Playstation3,
Playstation Portable, Playstation 2, Playstation, Nintendo Wii,
Nintendo Gamecube, and DVD's (hereinafter "titles").  The Company
believes its service is an alternative to store based gaming rentals
and that the Company offers 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 $8.99 per month to $16.99
per month (for a three-title package), and a $249.00 annual membership
(applicable tax is collected for California residents).  Subscribers
can enjoy as many titles as they wish during their subscription time.
Titles are selected on the website www.gameznflix.com via the queue
system.  The titles are shipped by first-class mail and can be
returned 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.

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

     - start-up opportunities 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 it to
customize the website to meet customer needs and provide vital
business information. The Company's online interface with customers
eliminates the need for costly retail outlets and allows it to serve a
national customer base with low overhead costs.

     The Company currently provides rental services to its
subscribers. In addition, its also sells new titles to subscribers as
well as non- members visiting the website. 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 that adding these
additional services will complement the rental service by increasing
cash flow and capitalizing on impulse sales to current subscribers.

     The Company seeks to provide its customers with a large selection
of video game rental and DVD movie choices on a monthly subscription
basis. Customers can sign-up via the website to rent titles 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 titles for an indefinite amount of time as long as they are
active paying subscribers.  Customers can exchange their selections at
anytime by returning their title(s) in the pre-addressed package provided.

     From November 2004, when the Company commenced tracking its
customer base, through December 2005, it has consistently maintained a
monthly customer base of approximately 3,000.  During 2006, the
average number of active subscribers per month approximated 9,200.  As
of December 31, 2006, the Company had approximately 19,000
subscribers; this growth can be attributed to increased public
awareness of the Company.  For the year ended December 31, 2006, the
amount of revenues that have been generated from these subscriptions
has totaled approximately $1,885,000.

     Part of this public awareness of the Company resulted from a
service agreement entered into with Circuit City Stores, Inc.
("Circuit City") in October 2005 that provided for a pilot program in
27 retail stores and on the Circuit City website to promote the
Company's services. On March 24, 2006, the Company entered into a
definitive co-marketing agreement with Circuit City that calls for a
scheduled rollout of services to all the Circuit City stores that
began in May 2006 and was completed in December 2006.  Although the
overall number of subscribers obtained from the initial pilot program
was not considered significant in relation to the overall number of
new subscribers through the end of 2006, the Company believes that its
relationship with Circuit City brought more prominence and recognition
to the Company.  The Company expects to continue its relationship with
Circuit City in 2007.

     In August 2006, the Company entered into an agreement with the
U.S. Army & Air Force Exchange ("AAFES") to provide video game and
movie rentals to all current and retired members of the Army and Air
Force personnel through the AAFES website.  This agreement with AAFES
gives the Company access to more than 11 million military personnel,
retirees and their families.

     The Company intends to continue to seek similar arrangements with
nationally known companies or agencies to further brand the Company name.

Product and Service Description.

     The Company offers DVD movie and video game rental services and
the ability to purchase new DVD movie and video game titles to its
subscribers.  In addition, the Company also sells new DVD movie and
video game titles to 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.

     The Company currently owns approximately 50,000 titles and
approximately 230,000 copies.  In March 2004, the Company signed a
supply agreement with an entertainment distributor.  The supply
agreement is designed to enable the Company to access the most current
DVD and video game titles for purposes of meeting rental requests as
well as all purchases.  The Company owns all titles that are rented to
its subscribers. Titles are purchased based on membership requests for
a title and inventory is being built in this way.  In the event that a
title is purchased through the website, if the Company does not
already own the title, then that title is purchased to fulfill the
request.  The Company purchases inventory from Video Products
Distribution, Alliance and Ingram Entertainment, Inc., for cash.
The Company's proprietary queue system and dynamic web server-
based database system automatically select the next title a customer
receives based on factors such as the subscriber's next title
preferences, title availability, length of time a subscriber has been
with the Company, and the subscriber's subscription plan level.

     All DVD's and games sold are offered to current subscribers at a
discount from the manufacturer's suggested retail price.  In the
future, used titles will be sold and will be priced based on the
length of time the title 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 for $46.99 plus shipping
charges paid by the customer.  The Company currently charges a flat
rate of $3.00 per order for shipping.  Most online competitors utilize
multiple shipping rates, which incorporates a per piece charge as part
of their shipping calculations.

     Like some of its competitors, the Company offers a toll free
customer service phone number 12 hours per day, five days per week
(Monday - Friday).  The Company also takes customer inquiries and
requests via e-mail and maintains a policy to answer each e-mail
within 24 - 48 hours of receipt.

Competition.

(a)  Game Rentals.

     The Company's competition for game rentals comes in two main forms:

     - Chain rental stores - The Company's indirect competitors include
       traditional retail stores that offer video game rentals such as
       Blockbuster, Hollywood Video, and other national and local video
       rental stores. These companies are formidable, established
       competitors for video game rentals. The primary business of these
       companies is 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
       competitors include AngelGamer.com, DVDAvenue.com, Gamez2go.com,
       Govojo.com, Midwest-games.com, RedOctane.com, Rent-a-realm.com,
       Gamefly.com, and Videogamealley.com. Each of these competitors
       offers rental packages on a monthly subscription basis with
       offerings of one to eight games available at varying prices.

     The Company competes on product availability, customer service and
product availability information.

DVD Rentals.

     The Company's 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 DVD's. 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.

     - 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
the Company must provide its subscribers with the best possible
renting experience and a willingness to develop a long-standing
relationship. The Company must offer a high level of customer service,
reliable product availability, and a responsive and efficient website
to deliver the service.

Sale of DVD's and Games.

     In November 2004, the Company commenced selling new DVD and video
games.  The offering of these products for sale has been integrated
with the existing website and has accounted for approximately 42% of
revenue on a monthly basis.  Management believes these new offerings
will complement the current rental service as many 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.

Fulfillment.

     In February 2005, the Company ceased using the services of
National Fulfillment, Incorporated to meet fulfillment needs and
internalized the fulfillment.  There are currently distribution
centers located in California (2), Colorado, Florida, Kentucky,
Maryland, Massachusetts, Texas, and Washington.  Delivery of the
titles is provided by first class mail. During 2005, the Company was
able to negotiate a new mailer envelope with the United States Postal
Service ("USPS") that reduced overall postage cost and decreased the
delivery turnaround time from 7 to 2 days.  The average cost, after
the new mailer, 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.

     Each workday, the Company's distribution centers process the
titles to be shipped for that day.  Each distribution center delivers
the outgoing titles to the USPS by a cutoff time established by the
local USPS office in order to make the mail on that day.  After
dropping off the outgoing titles, the personnel receive the return
titles and then process the returned titles back into inventory
through the use of scanners.  Each return title is verified to be the
correct title, matches the member who returns it and that the title is
in good working condition.

Technology.

     All orders are taken by credit card via website at GameZnFlix.com
and processed through Authorize.Net and the Company's Humboldt Bank
merchant account. Data resulting from customer sales transactions is
transferred to the 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.  The Company also
targets the DVD movie rental market similar to NetFlix.com and
Blockbuster.com.  The Company is targeting subscribers of other
services through its affiliate program, which is a commission based
referral program that is administered through an affiliate tracking
software.  These affiliates consist of websites that drive consumers
to the Company's website for a fee.  The participants in this program
are not affiliated with the Company outside of their participation in
the affiliate program.  Participants in the affiliate program can
receive up to $70.00 for each new subscriber directed to the Company
by that affiliate that elects to use the service.  The commission
schedule is tied to the type of account the subscriber whom the
affiliate sends to the Company (a $70 commission would be for an
annual membership signup).  In addition, there are other programs
where the Company pays a range from $10.00 to $25.00 per member based
on the volume the affiliate provides the Company.

     The Company also has a special program offered to the US
military, including active duty, veterans, reservists, National
Guardsmen, DOD employees and their dependents.  These individuals
receive roughly a 10% discount on the standard rates.  They are also
offered shipping to any military base throughout the world.

     Since the target market for 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 the Company's strategy is the focus on hard-core gamers that know
and understand these needs and are looking to pay less, and spend less
time to have them filled.

     The Company believes the most obvious and important trend in the
market is an increase in the number of people playing video games.
Management also believes that 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 on 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
experiencing an increasing number of online sales.

     An estimated 15% of the 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.  The Company also intends to participate in direct
marketing opportunities in conjunction with back-to-school events on
these campuses.  The Company's first opportunity in this regard 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 the website http://www.gameznflix.com. Through AdSouth
Partners, the Company commenced a direct television response
advertising campaign that covered 13 different national television
channels with five different commercials, starring Dennis Coleman (a
television and movie actor) and Ben Curtis (the former star of Dell
television commercials).  The prepaid television ad campaign covered
the period from April 2004 to February 2005 on a monthly basis The
last advertisement in this campaign was a commercial that aired during
the 4th quarter of the 2005 Super Bowl on three local television
stations.  In 2005, the Company did not have any major television
advertising campaigns planned and ended its relationship with AdSouth
Partners.  Due to software issues, the Company is unable to determine
the effect that this advertising had on subscriptions and revenue.

     In 2005, the Company continued to market online through the
affiliate program and expanded it to assist in membership growth.  The
Company's other advertising and marketing programs will move away from
national advertising and focus on areas in the proximity of
distribution centers.  The Company intends to utilize media such as
print, radio, outdoor and others where appropriate.  This marketing
program was launched in Nashville, Tennessee and expanded to other
markets throughout 2005.

     The Company 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 the Company penetrate
target markets.

     In February 2005, the Company commenced marketing activities
through its wholly owned subsidiary GameZnFlix Racing and
Merchandising, Inc.  In connection with these activities, the Company
sponsored a local drag racing car that covered the local Kentucky and
Tennessee areas.  In accordance with the drag racing team, the Company
paid entry fees and pre-approved travel expenses to attend races in
consideration for the placement of the Company name on the racecar,
trailer and tow vehicle.  The Company also received half of all
winnings and reimbursement of expenses.

     In September 2006, the Company launched a cross-country tour
visiting 12 cities in a motor coach "wrapped" in GameZnFlix
advertisements (mobile advertising).  The Company believes this cross-
country tour provided a successful grass roots marketing campaign of
GameZnFlix around the country.  The Company anticipates running a
similar marketing campaign in 2007 and will strive to secure affiliate
relationships for cross advertisements of each other's
products/services.

Research and Development.

     During the fiscal year ended December 31, 2006, the Company
engaged in research and development activities, including the
development of online games, broadband delivery of rental inventory
and satellite television.  The portion of the Company's operating
costs that is allocable to research and development is immaterial and
the results of these activities are GNF Entertainment and
GNFDigital.com.

GNF Entertainment.

     The Company's GNF Entertainment Network (http://www.gnfent.com)
is a broadcast programming service.  Currently there are two 24/7
channels: The GNF Movie Channel and The GNF Game & Music Channel.
Broadcasting via satellite on IA-5 Transponder 5 and IA-5 Transponder
27, both channels are available for syndication or channel carriage.
 They are available to broadcast markets in the US, Canada, Mexico and
Caribbean.

     Currently two programs are available for international
syndication: "Music Row Profiles" and "Sound Check".  Starting in
2007, GNF Entertainment will begin producing, broadcasting and
syndicating programs targeted to tech-savvy youth featuring sports,
video gaming and music.

     The GNF Movie Channel features a wide variety of family rated
independent movies and other entertaining features such as vacation
getaways, educational programming, international points of interest,
and business profiles.

     The GNF Game & Music Channel brings current music videos from top
country, rock, alternative and Gospel artists, weekly behind the
scenes news segments, artist profiles, extreme amateur and
professional reality sports features such as jet ski, motocross, snow
boarding, mini bike, as well as an inside look at the latest and
greatest games, consoles, competitions and news in the gaming industry
today.

GNF Digital.

     The Company's GNFDigital.com is an online retail site offering
movies and premium video programs for digital download.  GNFDigital
enables consumers to preview, purchase and download movies on-demand.
Using Microsoft's Windows Media digital rights management system, the
Company can control whether individual titles are offered for
electronic sell-through, digital rental (48 hours), or limited use
(e.g., 10 plays).  GNFDigital currently features over 100 movies and
is actively licensing additional titles including feature films,
documentaries, and music and lifestyle programs.

     The Company has arrangements with two premiere technology service
companies to provide the technical infrastructure for its GNFDigital.
VitalStream is a world leader in delivering digital media to a global
audience, with strategically located data centers with high-
performance connectivity into multiple Tier-1 backbones offering
massive throughput and route optimized peering.  GNFDigital manages
end-user licenses and transactions using a next-generation media
publishing system from the Platform.

Strategy and Implementation Summary.

     In order to successfully implement the business plan, the Company
must:

     - emphasize service and support;

     - differentiate its service from the competition;

     - establish its 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 45 employees and one paid consultant.
The employees and consultant operate in the following areas:

     - purchasing (2 employees)

     - sales and marketing (1 employee and 1 consultant)

     - general business operations and management (12 employees)

     - website operations (3 employees)

     - warehouse operations (27 employees)

Risks Relating to the Business.

(a)  The Company Has a History of Losses That May Continue.

     The Company incurred net losses of $10,840,259 for the year
ended December 31, 2006 and $4,239,532 for the year ended December 31,
2005.  The Company cannot provide assurance that it can achieve or
sustain profitability on a quarterly or annual basis in the future.
If revenues grow more slowly than anticipated, or if operating
expenses exceed expectations or cannot be adjusted accordingly, the
Company will continue to incur losses.  The Company will continue to
incur losses until it is able to establish significant rentals of
DVD's and video games over the Internet.  The Company's possible
success is dependent upon the successful development and marketing of
its website and products, as to which there is no assurance.  Any
future success that the Company might enjoy will depend upon many
factors, including factors out of the Company's control or which
cannot be predicted at this time.  These factors may include changes
in or increased levels of competition, including the entry of
additional competitors and increased success by existing competitors,
changes in general economic conditions, increases in operating costs,
including costs of supplies, personnel and equipment, reduced margins
caused by competitive pressures and other factors.  These conditions
may have a materially adverse effect upon the Company or may force it
to reduce or curtail operations.

(b)  Ability to Attract and Retain Subscribers Will Affect the
Company's Business.

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

     The Company must minimize the rate of loss of existing
subscribers while adding new subscribers.  Subscribers cancel their
subscription to the Company's service for many reasons, including a
perception that they do not use the service sufficiently, delivery
takes too long, the service is a poor value and/or customer service
issues are not satisfactorily resolved.  The Company must continually
add new subscribers to replace subscribers who cancel and to grow the
business beyond the current subscriber base.  If too many subscribers
cancel the Company's service, or if the Company is unable to attract
new subscribers in numbers sufficient to grow the business, operating
results will be adversely affected.  Further, if excessive numbers of
subscribers cancel the service, the Company 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 six titles at a time. With the Company's
use of nine shipping centers and the associated software and
procedural upgrades, the Company has reduced the transit time titles.
As a result, 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 "GameZnFlix" brand is young, and the Company must continue to
build strong brand identity.  To succeed, the Company must continue to
attract and retain a number of owners of DVD and video game players
who have traditionally relied on store-based rental outlets and
persuade them to subscribe to its service through its website.  The
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
these efforts to promote and maintain its brand are not successful,
operating results and ability to attract and retain subscribers will
be affected adversely.

(c)  Inability to Use Current Marketing Channels May Affect Ability to
Attract New Subscribers.

     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 the 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
this business or a similar business, the Company may no longer be
given access to such channels.  If the available marketing channels
are curtailed, the Company's ability to attract new subscribers may be
affected adversely.

(d)  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.

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

(f)  Competition.

     The market for on-line rental of DVD's and video games is
competitive and the Company expects competition to continue to
increase.  In addition, the companies with whom it has relationships
could develop products or services, which compete with the Company's
products or services.  Also, some competitors have longer operating
histories, significantly greater financial, technical, marketing and
other resources, and greater brand recognition.  The Company also
expects to face additional competition as other established and
emerging companies enter the market for on-line rentals.  To be
competitive, the Company believes that it must, among other things,
invest resources in developing new products, improving 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.

(g)  Any Significant Disruption in Service on the Website Could Result
in Loss of Subscribers.

     Subscribers and potential subscribers access the Company's
service through its website, where the title selection process is
integrated with the delivery processing systems and software. The
Company's reputation and ability to attract, retain and serve
subscribers is dependent upon the reliable performance of the website,
network infrastructure and fulfillment processes.  Interruptions in
these systems could make the website unavailable and hinder the
ability to fulfill selections.  Service interruptions or the
unavailability of the website could diminish the overall
attractiveness of the subscription service to existing and potential
subscribers.

     The Company's servers utilize a number of techniques to track,
deter and thwart attacks from computer viruses, physical or electronic
break-ins and similar disruptions, which could lead to interruptions
and delays in the service and operations as well as loss, misuse or
theft of data.  The Company currently uses both hardware and software
to secure its systems, network and, most importantly, its data from
these attacks.  This includes several layers of security in place for
the Company's protection and that of its members' data.  The Company
also has procedures in place to ensure that the latest security
patches and software are running on the servers - thus maintaining
another level of security.

     Any attempts by hackers to disrupt the website service or
internal systems, if successful, could harm the business, be expensive
to remedy and damage the Company's reputation.  The Company does not
have an insurance policy that covers expenses related to direct
attacks on the website or internal systems.  Any significant
disruption to the website or internal computer systems could result in
a loss of subscribers and adversely affect the business and results of
operations.

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

     The Company relies exclusively on the USPS to deliver DVD's and
games from its shipping centers and to return DVD's and games from
subscribers.  The Company is subject to risks associated with using
the public mail system to meet 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.

(i)  There May be a Change in Government Regulation of the Internet or
Consumer Attitudes Toward Use of the Internet.

     The adoption or modification of laws or regulations relating to
the Internet or other areas of the business could limit or otherwise
adversely affect the manner in which the Company currently conducts
its business.  In addition, the growth and development of the market
for online commerce may lead to more stringent consumer protection
laws, which may impose additional burdens on the Company.  If the
Company is required to comply with new regulations or legislation or
new interpretations of existing regulations or legislation, this
compliance could cause the Company to incur additional expenses or
alter its business model.

     The manner in which Internet and other legislation may be
interpreted and enforced cannot be precisely determined and may
subject either the Company or its customers to potential liability,
which in turn could have an adverse effect on the business, results of
operations and financial condition.  The adoption of any laws or
regulations that adversely affect the popularity or growth in use of
the Internet could decrease the demand for the Company's subscription
service and increase the cost of doing business.

     In addition, if consumer attitudes toward use of the Internet
change, consumers may become unwilling to select their entertainment
online or otherwise provide the Company with information necessary for
them to become subscribers.  Further, the Company may not be able to
effectively market its services online to users of the Internet.  If
the Company is unable to interact with consumers because of changes in
their attitude toward use of the Internet, subscriber acquisition and
retention may be affected adversely.

(j)  Any Required Expenditures as a Result of Indemnification Will
Result in an Increase in Expenses.

     The Company's bylaws include provisions to the effect that it 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 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.

k)  The Company's Success Is Largely Dependent on the Abilities of Its
Management and Employees.

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

     The Company intends to recruit in fiscal year 2007 employees who are
skilled in the industry in which it operates. The failure to recruit these key
personnel could have a material adverse effect on business. As a result, the
Company may experience increased compensation costs that may not be offset
through either improved productivity or higher revenue. There can be no
assurance that the Company will be successful in retaining existing personnel
or in attracting and recruiting experienced qualified personnel.

Risks Relating to Financing Arrangements.

(a)  There are a Large Number of Shares Underlying the
Convertible Debenture and Warrants; Sale of These Shares may Depress
the Market Price of the Common Stock.

     On November 11, 2004, the Company entered into a Securities
Purchase Agreement with Golden Gate Investors, Inc. for the sale of
(i) $150,000 convertible debenture and (ii) a warrant to purchase
15,000,000 shares of common stock.

     The debenture bears interest at 4 3/4%, matures three years from
the date of issuance, and is convertible into common stock, at Golden
Gate's option. The debenture is convertible into the number of shares
of common stock equal to the principal amount of the debenture
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 debenture 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.
The warrant is exercisable into 15,000,000 shares of common stock at
an exercise price of $1.09 per share.

     On January 17, 2006, the Company entered into an amendment to the
Securities Purchase Agreement with Golden Gate in which the debenture
was increased to $300,000 and an additional warrant to purchase
15,000,000 shares of common stock was issued (also exercisable at
$1.09 per share).

     As of February 28, 2007, the Company had 6,058,176,376 shares of
common stock issued and outstanding, and the debenture outstanding
that may be converted into an estimated 21,401,704,832 shares of
common stock at closing price of $0.001 as of that date, and
outstanding warrants to purchase 15,965,900 shares of common stock.
In addition, the number of shares of common stock issuable upon
conversion of the outstanding debenture may increase if the market
price of the common stock declines.  All of the shares, including all
of the shares issuable upon conversion of the debenture and upon
exercise of the warrants, may be sold without restriction.  The sale
of these shares may adversely affect the market price of the common stock.

     The continuously adjustable conversion price feature of the
debenture could require the Company to issue a substantially greater
number of shares, which will cause dilution to existing stockholders.

     The Company's obligation to issue shares upon conversion of the
debenture to Golden Gate Investors, Inc. is essentially limitless.
The following is an example of the amount of shares of common stock
that are issuable, upon conversion of the balance of the debenture of
$159,659 as of February 28, 2007 (excluding accrued interest), based
on market prices 25%, 50% and 75% below the closing market price as of
February 28, 2007 of $0.001:

                             Effective         Number             % of
% Below       Price Per      Conversion       of Shares       Outstanding
Market          Share          Price          Issuable           Stock

25%           $0.00075       $0.000615        28,541,000,000     471%

50%           $0.00050       $0.000410        42,819,000,000     707%

75%           $0.00025       $0.000205        85,655,000,000   1,414%

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

(b)  The Continuously Adjustable Conversion Price Feature of the
Debentures May Encourage Short Selling of the Common Stock.

     Golden Gate is contractually required to exercise its
warrants and convert its debenture on a concurrent basis.  The
issuance of shares in connection with the exercise of the warrants and
conversion of the debenture results in the issuance of shares at an
effective 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 Golden Gate 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.
Golden Gate could sell common stock into the market in anticipation of
covering the short sale by converting its 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
debenture and warrants, but also the mere perception that these sales
could occur, may adversely affect the market price of the common stock.

(c)  The Issuance of Shares upon Conversion the Debenture and
Exercise of the Warrants May Cause Dilution to Existing Stockholders.

     The issuance of shares upon conversion of the debenture and
exercise of the warrants may result in substantial dilution to the
interests of other stockholders since Golden Gate may ultimately
convert and sell the full amount issuable on conversion.  Although
Golden Gate may not convert the debenture and/or exercise the warrants
if such conversion or exercise would cause it to own more than 9.9% of
the Company's outstanding common stock, this restriction does not
prevent Golden Gate from converting and/or exercising some of its
holdings and then converting the rest of its holdings.  In this way,
Golden Gate 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 will have the effect of further diluting the
proportionate equity interest and voting power of holders of the
common stock.

(d)  If the Company is Unable to Issue Shares Upon Conversion of
Debenture, Penalties are Required to be Paid to Golden Gate.

     If the Company is unable to issue shares of common stock
upon conversion of the debenture as a result of the inability to
increase in the authorized shares of common stock or as a result of
any other reason, the Company is required to:

     - pay late payments to Golden Gate for late issuance of common
       stock upon conversion of the debenture, in the amount of $100 per
       business day after the delivery date for each $10,000 of
       debenture principal amount being converted.

     - in the event the Company is prohibited from issuing common stock,
       or fails to timely deliver common stock on a delivery date, or
       upon the occurrence of an event of default, then at the election
       of Golden Gate, the Company must pay to Golden Gate a sum of
       money determined by multiplying up to the outstanding principal
       amount of the debenture designated by Golden Gate by 130%,
       together with accrued but unpaid interest thereon.

     - if ten days after the date the Company is required to deliver
       common stock to Golden Gate pursuant to a conversion, Golden Gate
       purchases (in an open market transaction or otherwise) shares of
       common stock to deliver in satisfaction of a sale by Golden Gate
       of the common stock which it anticipated receiving upon such
       conversion (a "Buy-In"), then the Company is required to pay in
       cash to Golden Gate the amount by which its total purchase price
       (including brokerage commissions, if any) for the shares of
       common stock so purchased exceeds the aggregate principal and/or
       interest amount of the convertible debenture for which such
       conversion was not timely honored, together with interest
       thereon at a rate of 15% per annum, accruing until such amount
       and any accrued interest thereon is paid in full.

     In the event that the Company is required to pay penalties
to Golden Gate or redeem the debenture held by Golden Gate, the
Company may be required to curtail or cease its operations.

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

     Any event of default under the debenture with Golden Gate could
require the early repayment of the debenture at a price equal to 125%
of the amount due under the debenture.  The Company anticipates that
the full amount of the debenture, together with accrued interest, will
be converted into shares of its common stock, in accordance with the
terms of the debenture.  If the Company is required to repay the
debenture, it would be required to use its limited working capital
and/or raise additional funds.  If the Company were unable to repay
the debenture when required, Golden Gate 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.

Risks Relating to Common Stock.

(b)  Common Stock Price May Be Volatile.

     The trading price of the Company's 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 the Company's control and may not be directly
related to its 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 earnings or fluctuations in
       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 the stock price, the
Company 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 the business.

(c)  Absence of Cash Dividends May Affect Investment Value of Common
Stock.

     The board of directors does not anticipate paying cash dividends
on the common stock for the foreseeable future and intends to retain
any future earnings to finance the growth of the company's business.
Payment of dividends, if any, will depend, among other factors, on
earnings, capital requirements and the general operating and financial
conditions of the Company as well as legal limitations on the payment
of dividends out of paid-in capital.

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

     The Securities and Exchange Commission ("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) state 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) state 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.  This common stock is currently traded on the Over the
Counter Bulletin Board ("OTCBB").  As a result, an investor may find
it difficult to dispose of, or to obtain accurate quotations of the
market value of the common stock.  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 stockholders 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) 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.

(d)  Failure To Remain Current In Reporting Requirements Could Result
In Delisting From The Over The Counter Bulletin Board.

     Companies trading on the OTCBB, such as the Company, must be
reporting issuers under Section 12 of the Securities Exchange Act of
1934, as amended, and must be current in their reports under Section
13, in order to maintain price quotation privileges on the OTCBB.  If
the Company fails to remain current in its reporting requirements, the
Company could be delisted from the OTCBB.

     In addition, the National Association of Securities Dealers,
Inc., which operates the OTCBB, has been approved by the SEC to
implement a change to its Eligibility Rule.  The change makes those
OTCBB issuers that are cited for filing delinquency in their Forms 10-
KSB/Form 10-QSB three times in a 24-month period and those OTCBB
issuers removed for failure to file such reports two times in a 24-
month period ineligible for quotation on the OTCBB for a period of one
year.  Under this proposed rule, a company filing within the extension
time set forth in a Notice of Late Filing (Form 12b-25) would not be
considered late.  This rule would not apply to a company's Current
Reports on Form 8-K.

     As a result of these rules, the market liquidity for Company
securities could be severely adversely affected by limiting the
ability of broker-dealers to sell the Company's common stock and the
ability of stockholders to sell their securities in the secondary market.

(e)  Failure to Maintain Market Makers May Affect Value of Company's Stock.

     If the Company is unable to maintain National Association of
Securities Dealers, Inc. member broker/dealers as market makers, the
liquidity of the common stock could be impaired, not only in the
number of shares of common stock which could be bought and sold, but
also through possible delays in the timing of transactions, and lower
prices for the common stock than might otherwise prevail.
Furthermore, the lack of market makers could result in persons being
unable to buy or sell shares of the common stock on any secondary
market.  There can be no assurance the Company will be able to
maintain such market makers.

(f)  Shares Eligible For Future Sale.

     Most of the shares currently held by management have been issued
in reliance on the private placement exemption under the Securities
Act of 1933.  Such shares will not be available for sale in the open
market without separate registration except in reliance upon Rule 144
under the Securities Act of 1933.  In general, under Rule 144 a person
(or persons whose shares are aggregated) who has beneficially owned
shares acquired in a non-public transaction for at least one year,
including persons who may be deemed affiliates of the Company (as that
term is defined under that rule) would be entitled to sell within any
three-month period a number of shares that does not exceed 1% of the
then outstanding shares of common stock, provided that certain current
public information is then available.  If a substantial number of the
shares owned by these stockholders were sold pursuant to Rule 144 or a
registered offering, the market price of the common stock at that time
could be adversely affected.

ITEM 2.  DESCRIPTION OF PROPERTY.

     The Company currently owns $578,721 in fixed assets and
$2,250,096 ($6,092,216 less amortization of $3,842,120) of DVD and
video games inventory.  The Company's corporate office is located in
Franklin, Kentucky at the chief executive officer's home-based office;
the Company does pay rent for this office.  The Company's distribution
centers are located at:

California (north):  4600 Roseville Road, Suite 160, North Highlands,
California 95660; three year pre-paid lease (commenced in July 2006),
with a rent of $1,700 per month for a 1,096 square foot space.

California (south):  20705 S. Western Avenue, Suite 209, Torrance,
California 98032; three year pre-paid lease (commenced in September
2006), with a rent of $893 per month for a 703 square foot space.

Colorado:  18234 County Road 24, Sterling, Colorado 80751; 2,600
square foot space being provided rent free to Company.

Florida:  600 S. North Lake Boulevard, #270, Altamonte Springs,
Florida 32701; three year pre-paid lease (commenced in April 2006),
with a rent of $1,244 per month for a 950 square foot space.

Kentucky:  130 West Kentucky Ave, Franklin, Kentucky 42134; five year
pre-paid lease (commenced in January 2006), with a rent of $4,150 per
month for a 5,600 square foot space.

Maryland:  847 Quince Orchard Blvd. Suite B, Gaithersburg, Maryland
20878; one year pre-paid lease (commenced in May 2006), with a rent of
$1,500 per month for a 1,048 square foot space.

Massachusetts:  12 Harvard St, Front Suite, Worcester, Massachusetts;
two year pre-paid lease (commenced in March 2006), with a rent of $800
per month for a 950 square foot space.

Texas:  4747 Irving Blvd, Suite 243, Dallas, Texas 75247; one year
pre-paid lease (commenced in July 2006), with a rent of $2,400 per
month for a 1,440 square foot space.

Washington:  6627 South 191st Place, #F101, Kent, Washington 98032;
two year pre-paid lease (commenced in September 2006), with a rent of
$1,090 per month for a 505 square foot space.

     Management believes that the office and distribution spaces are
currently adequate for the needs of the Company.

ITEM 3.  LEGAL PROCEEDINGS.

     From time to time, the Company may become party to litigation or
other legal proceedings that the Company considers to be a part of the
ordinary course of the 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 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, 2006

                                                 High          Low

Quarter Ended December 31, 2006                  $0.005        $0.001
Quarter Ended September 30, 2006                 $0.006        $0.004
Quarter Ended June 30, 2006                      $0.015        $0.005
Quarter Ended March 31, 2006                     $0.016        $0.007

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on December 31, 2005

                                                 High          Low

Quarter Ended December 31, 2005                  $0.022        $0.002
Quarter Ended September 30, 2005                 $0.006        $0.002
Quarter Ended June 30, 2005                      $0.011        $0.004
Quarter Ended March 31, 2005                     $0.033        $0.012

Holders of Common Equity.

     As of February 28, 2007, the Company had approximately 335
stockholders of record.  The number of registered stockholders
excludes any estimate 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 the 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.

     There were no sales of unregistered (restricted) securities
during the three months ended on December 31, 2006.

     There were no purchases of common stock of the Company by the
Company or its affiliates during the three months ended December 31, 2006.

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, the Company's 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.  The Company offers
subscribers a reliable, web-based alternative to traditional store-
based DVD and video game rentals on a national scale with an extensive
library of DVD and video game titles.  The Company offers subscribers
several different subscription plans ranging from $8.99 per month to
$16.99 per month to an annual plan at $249.00 per year.  The Company's
more popular $16.99 per month subscription plan 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 the Company's website which are then sent via U.S mail with
a prepaid return mailer.  The Company offers a high level of customer
service, quality DVD and video game titles, and superior product availability.

     In March 2004, the Company launched its website and became fully
operational in September 2004. In conjunction with the website the
Company runs ad campaigns designed to create awareness among target
consumers and generate traffic to the website.

     In October 2005, the Company entered into an agreement with
Circuit City Stores, Inc. ("Circuit City") that provided for a pilot
program in 27 retail stores and on the Circuit City website to promote
services. On March 24, 2006, the Company entered into a definitive co-
marketing agreement with Circuit City that calls for a scheduled
rollout of services to all the Circuit City stores, which was
completed by the end of December 2006.  Although the overall number of
subscribers obtained from the initial pilot program was not considered
significant in relation to the overall number of new subscribers added
during the quarter ended 2005 and first quarter ended 2006, the
Company believes that its relationship with Circuit City brought more
prominence and recognition to the Company.  The current agreement with
Circuit City is expected to continue during 2007.

     In August 2006, the Company entered into an agreement with the
U.S. Army & Air Force Exchange ("AAFES") to provide video game and
movie rentals to all current and retired members of the Army and Air
Force personnel through the AAFES website.  The agreement with AAFES
gives the Company access to more than 11 million military personnel,
retirees and their families.

     The Company will continue to seek similar partnerships with
nationally known companies or agencies to further brand the Company name.

     In September 2006, the Company launched a cross-country tour
visiting 12 cities in a motor coach "wrapped" in GameZnFlix
advertisements (mobile advertising).  The Company believes this cross-
country tour provided a successful grass roots marketing campaign of
GameZnFlix around the country.  The Company anticipates running a
similar marketing campaign in 2007 and will strive to secure affiliate
partnerships for cross advertisements of each other's
products/services.

     The Company's increasing growth will require it to make more
significant capital investment in library content, distribution
infrastructure, and technology.  The Company's current infrastructure
will allow it to service approximately 150,000 monthly subscribers
before such significant investment would be required.  The Company
closely monitors its monthly growth rate to ensure the Company
properly anticipates the timing of additional investment in library
content, distribution infrastructure, and technology.

     The Company serves its members via nine distribution centers
located in California (2), Colorado, Florida, Kentucky, Maryland,
Massachusetts, Texas, and Washington.  These distribution centers are
strategically located to service the subscriber base in each of their
respective regions.  Each center has a full inventory of DVD and video
game titles for shipment. With growth in the subscriber base, the
Company may seek opening additional distribution centers.

     The Company has evaluated, and continues to evaluate, its
operations and operational needs.  During 2005, the Company was able
to negotiate a new mailer envelope with the United States Postal
Service ("USPS") that reduced overall postage cost and decreased the
delivery turnaround time from 7 to 2 days.

     During 2006, the Company launched GNF Entertainment Network
("GNFE"), a 24/7 proprietary first run and off-network programming
broadcasted on IA-5 Transponder 5 and Transponder 27 Intel Sat System
and can be viewed online at www.gnfent.com.  GNFE provides two
channels for network programming: the movie channel and game and music
channel.  The Company believes GNFE will allow it to further market
and brand GameZnFlix through these proprietary channels.
Additionally, the Company anticipates that GNFE will generate revenues
through advertisement slot time within these channels.

     Overall in 2006, the Company's business has grown significantly
compared to the prior year, resulting in increased revenues.  The
Company's revenues compared to the prior year have grown approximately
179%, which is principally attributed to expanding subscriber base.
The Company believes its growth has been fueled by the much-improved
delivery system of services to its subscribers, focused marketing
efforts, strategic partnerships, and continued execution of its
business model.  In 2007, the Company anticipates its growth will
exceed 200% and the subscriber base will reach 50,000 subscribers.

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

Results of Operations.

     The following table sets forth a summary of operating results,
for the periods presented, and an analysis of gross profit by
percentage.  The information contained in the table below should be
read in conjunction with the annual financial statements, and notes to
financial statements, included elsewhere in this Annual Report on Form
10-KSB.  The following amounts in this table are expressed in
thousands "000":

                                           Year Ended December 31,
                                            2006             2005

Revenues                                  $   1,885  100%   $     676   100%
Cost of revenue                                 778   41%         434    64%
Gross profit                                  1,107   59%         242    36%

Operating expenses:
  Advertising                                 2,408               379
  Consulting and professional fees            3,042             1,188
  Depreciation and amortization               2,793               966
  Selling, general and administrative         3,927             1,924
    Operating expenses                       12,170             4,457
Loss from operations                        (11,063)           (4,215)
Other income (expenses)                         223               (24)
Loss before income taxes                    (10,840)           (4,239)
Provision for income taxes                        -                 -
Net loss                                  $ (10,840)        $  (4,239)

(a)  Revenues.

     The Company reported gross revenues of $1,884,678 for the year
ended December 31, 2006 compared with $676,291 for the prior year, an
increase of $1,208,387 or approximately 179%.  This increase was
primarily due to a greater increase in the subscriber base compared to
same period in 2005 by a monthly subscriber base average of 9,200
compared to 3,300 in the prior year fueled by more market awareness of
the Company's services and brand.

     As of December 31, 2006, the Company had approximately 19,000
total subscribers.  The Company continues to focus on growing the
subscriber base through marketing and an affiliate partnership
program.  The Company's churn rate is approximately 35% for the year
ended December 31, 2006 as compared with approximately 73% for the
prior year.  Churn rate is calculated by dividing customer
cancellations in the period by the sum of beginning subscribers and
gross subscriber additions, then divided by the number of months in
the period.  Customer cancellations during the year ended December 31,
2006, includes cancellations from gross subscriber additions, which is
included in the gross subscriber additions in the denominator.

(b)  Cost of Revenues.

     The Company reported cost of revenues of $778,445 for the year
ended December 31, 2006 compared with $434,155 for the prior year, an
increase of $344,290 or approximately 79%. Cost of revenues decreased
as a percentage of gross revenues during 2006 compared to 2005
primarily due to a decrease in mail delivery expense and providing the
fulfillment services internally rather than having it outsourced in
the prior year.  In October 2005, the Company  changed its USPS mailer
to better make use of the first class mail rates and have overall
reduced postage costs.  During the third quarter of 2005, the Company
terminated its outsourced fulfillment services and internalized it,
which provided better management of costs and fulfilling subscribers'
order requests.

(c) Advertising.

     The Company reported advertising expenses of approximately
$2,407,505 for the year ended December 31, 2006 compared with $379,268
in the prior year, an increase of $2,028,237, or approximately 535%.
Such advertising consisted of direct marketing through print, radio
and online Internet advertising.  The Company believes advertising
expenses will continue to increase by at least 15% during 2007;
however, these efforts have directly contributed to an increase in
subscribers.

(d)  Selling, General and Administrative Expenses.

     The Company reported selling, general and administrative expenses
of approximately $3,927,104 for the year ended December 31, 2006
compared with $1,923,999 in the prior year, an increase of $2,003,105
or approximately 104%. Increase in selling, general and administrative
expenses was principally due to an increase in related payroll
expenses and contract services.  The increase in related payroll and
contract services will continue to increase as the overall growth of
the business increases.

(e)  Consulting and Professional Fees.

     The Company reported consulting and professional fees of
approximately $3,042,320 for the year ended December 31, 2006 compared
with $1,188,335 in the prior year, an increase of $1,853,985 or
approximately 156%.  This increase in consulting and professional fees
was primarily a result of additional business consultants utilized
during 2006 to aid in developing a more effective marketing program
and continued development of the business.  The Company does not
anticipate needing the same level of consulting and professional fees
related to development of the business and believes such related
expenses will decrease by approximately 10% to 15% in 2007.

(f)  Net Loss.

     The Company reported a net loss of approximately $10,840,259 for
the year ended December 31, 2006 compared with $4,239,532 in the prior
year, an increase of $6,600,727 or approximately 156%.  The increase
in net losses is the result of the factors mentioned above. The
Company anticipates having a recurring net loss during the first nine
months of 2007 with anticipated breakeven in net income in the fourth
quarter of 2007.

Factors That May Affect Operating Results.

     The Company's operating results can vary significantly depending
upon a number of factors, many of which are outside its control.
General factors that may affect 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 Company'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 Company 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 planned growth and profitability will
depend in large part on the ability to promote its services, gain
subscribers, and expand relationship with current subscribers.
Accordingly, the Company intends to invest in marketing, strategic
partnerships, and development of the customer base.  If the Company is
not successful in promoting its services and expanding the customer
base, this may have a material adverse effect on financial condition
and the ability to continue to operate the business.

Operating Activities.

     The net cash used in operating activities was $8,494,172 for the
year ended December 31, 2006 compared with $2,973,762 for the year
ended December 31, 2005, an increase of $5,520,410 or approximately
186%.  This increase is attributed to many changes from period to
period, including the payment of stock based compensation and an
increase in depreciation and amortization.

Investing Activities.

     Net cash used in investing activities was $6,138,661 for the year
ended December 31, 2006 compared with $1,470,021 for the year ended
December 31, 2005, an increase of $4,668,640 or approximately 318%.
This increase resulted from increased investments of cash for the
Company as a result of the funds provided by Golden Gate Investors,
Inc. as a result of the Addendum to Convertible Debenture and Warrant
to Purchase Common Stock, between that firm and the Company (discussed below).

Liquidity and Capital Resources.

     As of December 31, 2006, the Company had total current assets of
$2,026,317 and total current liabilities of $859,163, resulting in a
working capital surplus of $1,167,154.  The cash balance as of
December 31, 2006 totalled $342,634.  The cash flow from financing
activities for the year ended December 31, 2006 resulted in a surplus
of $9,073,073.  Overall, cash and cash equivalents for the year ended
December 31, 2006 decreased by $5,559,760.

     The net cash provided by financing activities was $9,073,073 for
the twelve months ended December 31, 2006 from the; (a) advances from
Golden Gate Investors, Inc., and (b) proceeds from stock issuances
under the financing arrangement with Golden Gate, as discussed below.
The Company's current cash and cash equivalents balance will be
sufficient to fund its operations for the next twelve months.  The
Company currently has approximately $1,000,000 in stock subscriptions
receivable that it believes will be collected in the next six months.

     The Company's continued operations, as well as the full
implementation of its business plan (including allocating resources to
increase library content, distribution infrastructure and technology)
will depend upon its ability to raise additional funds through bank
borrowings and equity or debt financing.  In connection with this need
for funding, the Company entered into a financing arrangement with
Golden Gate: A Securities Purchase Agreement with Golden Gate on
November 11, 2004 for the sale of (i) $150,000 in convertible
debenture and (ii) a warrant to buy 15,000,000 shares of common stock.

     The debenture bears interest at 4 3/4%, matures three years from
the date of issuance, and is convertible into Company common stock, at
Golden Gate's option. The debenture is convertible into the number of
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 of the debenture. The
conversion price for the convertible debenture 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 the market price of the Company's common
stock is less than $0.015, the Company will have the option to prepay
the debenture at 150% rather than having the debenture converted. If
the Company elects to prepay the debenture, Golden Gate may withdraw
its conversion notice. In addition, Golden Gate is obligated to
exercise the warrant concurrently with the submission of a conversion notice.

     The warrant is exercisable into 15,000,000 shares of common stock
at an exercise price of $1.09 per share. As of the end of December 31,
2005, a total of 6,797,000 shares were issued related to the warrant
providing the Company approximately $7,400,000.

     Golden Gate has contractually agreed to restrict its ability to
convert the debentures and/or exercise its warrants and receive shares
of the Company's common stock such that the number of shares of common
stock held by its and its affiliates after such conversion or exercise
does not exceed 9.99% of the then issued and outstanding shares of
common stock.

     The Company filed another registration statement under Form SB-2
during the first quarter of 2006 related to an amendment of the
Securities Purchase Agreement with Golden Gate in which the debenture
was increased to $300,000 and an additional warrant for 15,000,000
shares of common stock was issued (also exercisable at $1.09 per share
into 20,339,100 shares of common stock, providing future funding of
approximately $16,350,000).  In connection with the increased
debenture, $150,000 was disbursed to the Company in January 2006.  At
December 31, 2006, a total of 6,500,000 shares were issued related to
this new warrant, providing the Company approximately $7,100,000.

     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 it and/or that demand for 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, the Company
may not be able to take advantage of business opportunities or respond
to competitive pressures, or may be required to reduce the scope of
planned product development and marketing efforts, any of which could
have a negative impact on business and operating results.  In
addition, insufficient funding may have a material adverse effect on
the Company's financial condition, which could require it to:

     - curtail operations significantly;

     - sell significant assets;

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

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

     To the extent that the Company raises 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 the Company's operations.  Regardless of whether cash
assets prove to be inadequate to meet the Company's operational needs,
the Company may seek to compensate providers of services by issuance
of stock in lieu of cash, which may also result in dilution to
existing stockholders.

Inflation.

     The impact of inflation on the Company's costs and the ability to
pass on cost increases to its customers over time is dependent upon
market conditions.  The Company is not aware of any inflationary
pressures that have had any significant impact on its operations over
the past quarter and the Company does not anticipate that inflationary
factors will have a significant impact on future operations.

Off-Balance Sheet Arrangements.

     The Company does not maintain off-balance sheet arrangements nor
does it participate in non-exchange traded contracts requiring fair
value accounting treatment.

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 Company's most critical accounting
policies include: (a) use of estimates in the preparation of financial
statements; (b) DVD and video game libraries; (c) revenue recognition
and cost of revenue; and (d) non-cash compensation valuation. The
methods, estimates and judgments the Company uses in applying these
most critical accounting policies have a significant impact on the
results the Company reports in its financial statements.

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

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

(b)  DVD and Video Games Libraries.

     As of  December 31, 2006, the Company had invested over
$4,475,000 in its DVD and video game libraries resulting in
approximately 50,000 DVD and video game titles available for rental.
The Company acquires DVD's and video games from distributors through a
direct purchase agreement.  Such purchases are recorded at the
historical cost.  The Company depreciates its DVD and video games
libraries on a straight-line basis over a twelve-month period.  The
Company has not assigned a salvage value since it is the Company's
intention to not sell these libraries.  In the event that a portion of
the libraries is sold as a result of slow moving title rentals, the
Company will re-evaluate its policy of depreciation in relation to the
salvage value.

(c)  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 DVD and
video games are recorded upon shipment.

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

(d)  Non-Cash Compensation Valuation.

     The Company has issued, and intends to issue, shares of common
stock to various individuals and entities for management, legal,
consulting, and marketing services. These issuances will be valued at
the fair market value of the services provided and the number of
shares issued is determined, based upon the open market closing price
of common stock as of the date of each respective transaction.  These
transactions will be reflected as a component of consulting and
professional fees in the 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 the adequacy of cash, expectations regarding net
losses and cash flow, statements regarding growth, the need for future
financing, dependence on personnel, and operating expenses.

     Forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
those projected.  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,
2006, and for the year ended December 31, 2005 are presented in a
separate section of this report following Item 14.

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

     (a)  Effective on January 1, 2006, Smith & Company, the
independent registered public accounting firm who was previously
engaged as the principal accountant to audit the Company's financial
statements, changed its accounting practice from a corporation to a
professional limited liability company named Child, Van Wagoner &
Bradshaw, PLLC.  As this is viewed as a separate legal entity, the
Company terminated its accounting arrangement with Smith & Company.
The decision to change principal accountants was approved by the
Company's Audit Committee and subsequently approved by the Board of
Directors.

     Smith & Company audited the Company's financial statements for
the fiscal years ended December 31, 2004 and 2003.  This firm's report
on these financial statements was modified as to uncertainty that the
Company will continue as a going concern; other than this, the
accountant's report on the financial statements for those periods
neither contained an adverse opinion or a disclaimer of opinion, nor
was qualified or modified as to uncertainty, audit scope, or
accounting principles.

     During the fiscal years ended December 31, 2004 and 2003, and the
subsequent interim period preceding such change, there were no
disagreements with Smith & Company on any matter of accounting
principles or practices, financial statement disclosure, or auditing
scope or procedure.  In addition, there were no "reportable events" as
described in Item 304(a)(1)(iv)(B)1 through 3 of Regulation S-B that
occurred during the fiscal years ended December 31, 2004 and 2003, and
the subsequent interim period preceding such change.

     (b) On January 1, 2006, the Company engaged Child, Van Wagoner &
Bradshaw, PLLC, as successor to Smith & Company, as its independent
registered public accounting firm to audit the Company's financial
statements.  During the fiscal years ended December 31, 2004 and 2003,
and the subsequent interim period prior to engaging this firm, neither
the Company (nor someone on its behalf) consulted the newly engaged
accountant regarding any matter.

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 Exchange Act)
that are designed to ensure that information required to be disclosed
in its 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 management, including the principal executive
officer and principal financial officer, to allow timely decisions
regarding required disclosure.

     As of the end of the period covered by this report, the Company's
management carried out an evaluation, under the supervision and with
the participation of the principal executive officer and principal
financial officer, of disclosure controls and procedures (as defined
in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act).  Based upon
the evaluation, the principal executive officer and principal
financial officer concluded that the Company's disclosure controls and
procedures were effective at a reasonable assurance level to ensure
that information required to be disclosed by it in the reports that
the Company files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified
in the SEC's rules and forms.  In addition, the principal executive
officer and principal financial officer concluded that the Company's
disclosure controls and procedures were effective at a reasonable
assurance level to ensure that information required to be disclosed in
the reports that the Company files or submits under the Exchange Act
is accumulated and communicated to the Company's management, including
the principal executive officer and principal financial officer, to
allow timely decisions regarding required disclosure.

     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 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 Event.

     On February 1, 2007, the Company adopted the 2007 Stock and
Option Plan, which registered 400,000,000 shares under a Form S-8
filed on February 14, 2007.  This plan is intended to allow designated
directors, officers, employees, and certain non-employees, including
consultants of the Company and its subsidiaries to receive options to
purchase the Company's common stock and to receive grants of common
stock subject to certain restrictions.  The purpose of this plan is to
promote the interests of the Company and its stockholders by
attracting and retaining employees capable of furthering the future
success of the Company and by aligning their economic interests more
closely with those of the Company's stockholders.

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 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 the
directors or executive officers. There are no arrangements or
understandings between any two or more of the directors or executive
officers. There is no arrangement or understanding between any of the
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 stockholders 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
stockholders that may directly or indirectly participate in or
influence the management of the Company's 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.

John J. Fleming, Chief Executive Officer/Secretary/Director.

     Mr. Fleming, age 57, 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 34, was appointed president and a director of
the Company on February 3, 2005.  He 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.

Arthur De Joya, Chief Financial Officer.

     Mr. De Joya, age 41, was appointed chief financial officer of the
Company on July 9, 2004.  He is a certified public accountant with
over 13 years of experience in both public and private accounting
mainly working with publicly traded companies.  Mr. De Joya's
experience in the private sector includes serving as financial advisor
and chief financial officer for various publicly traded companies.
His experience in public accounting was partner-in-charge of the audit
practice for L.L. Bradford & Company, LLC (the 8th largest accounting
firm in the Las Vegas area) for approximately 5 years, ending in April
2003.  Prior to L.L. Bradford & Company, LLC, Mr. De Joya was employed
with KPMG LLP working with many large publicly traded companies.  From
April 2003 to the present, Mr. De Joya has been a partner with De Joya
Griffith & Company, LLC, a certified public accounting and consulting
firm.  From September 2005 to February 2007, he served as chief
financial officer of RMD Technologies, Inc., another reporting company.

     Mr. De Joya received his B.S. and B.A. degrees from the
University of Nevada, Las Vegas and is a Certified Public Accountant
licensed in the State of Nevada, 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, 48, 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 chief executive officer and
president of 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
Company's directors,  certain officers and persons holding 10% or more
of the Company's common stock to file reports regarding their
ownership and regarding their acquisitions and dispositions of the
Company's common stock with the Securities and Exchange Commission
("SEC").  Such persons are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.

     Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to the Company under Rule 16a-3(d) during fiscal
2006, and certain written representations from executive officers and
directors, the Company is unaware that any required reports were not
timely filed.

Code of Ethics.

     The Company 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 Company has not adopted such a code of ethics
because all of management's efforts have been directed to building
the business of the Company; at a later time, the board of directors
may adopt such a code of ethics.

Committees of the Board Of Directors.

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

ITEM 10.  EXECUTIVE COMPENSATION.

Summary Compensation Table.

     The following table presents compensation information for the year
ended December 31, 2006 for the persons who served as principal
executive officer and each of the two other most highly compensated
executive officers whose aggregate salary and bonus was more than
$100,000 in such year.



<TABLE>
<CAPTION>
                                                                        Nonqualified
                                                          Non-Equity     Deferred
Name and                                Stock    Option     Incentive   Compensation    All Other
Principal             Salary   Bonus    Awards   Award(s) Compensation    Earnings    Compensation   Total
Position      Year      ($)     ($)       ($)      ($)        ($)           ($)           ($)         ($)
   (a)         (b)      (c)     (d)       (e)      (f)        (g)           (h)           (i)         (j)
<S>            <C>      <C>     <C>      <C>       <C>        <C>           <C>           <C>         <C>
John Fleming,  2006    $263,250    -         -         -            -            -             -   $263,250
CEO (1)        2005    $200,000    -         -         -            -            -             -   $200,000
               2004    $115,369    -         -     $ 63,259                                        $178,628
Donald N.      2006    $200,000    -         -         -            -            -                 $200,000
Gallent,       2005    $175,000    -     $140,0000(3)  -            -            -             -   $315,000
Pres. (2)
Arthur De      2006    $ 46,000    -     $ 82,500      -            -            -             -   $128,500
Joya, CFO      2005    $ 30,000    -     $ 24,500      -            -            -             -   $ 60,500
(4)            2004    $ 15,000    -         -     $ 63,259         -            -             -   $ 78,259
</TABLE>


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

(2)  Mr. Gallent was appointed president and a director on February 3,
2005.

(3) On March 11, 2005, the Company issued 20,000,000 restricted shares
of common stock to Mr. Gallent as an employment incentive.  These
shares were valued at $140,000 ($0.007 per share).

(4)  Mr. De Joya was appointed chief financial officer on July 9, 2004

Executive Officer Contracts.

(a)  John Fleming.

     On September 25, 2005, the Company entered into a three-year
employment agreement with Mr. Fleming in his capacity as chief
executive officer (see Exhibit 10.4).  Under this agreement, he agrees
that he will at all times faithfully, industriously, and to the best
of his ability, experience, talents, and training perform all the
duties that may be required of and from him pursuant to the express
and implicit terms hereof, to the reasonable satisfaction of the
Company.  The agreement provides a minimum base salary of $200,000 per
year with fifteen percent annual increases and participation in other
employee benefit plans.  Mr. Fleming is entitled to stock options at
the discretion of the Company's board of directors.

     Should the Company's board of directors vote to remove Mr.
Fleming from employment by the Company, he will be entitled to receive
the following: (a) balance of wages outlined in this agreement from
the date of the board's vote to the end of the agreement; (b)
100,000,000 restricted shares of the Company's common stock; and (c)
continue health/medical plan insurance benefits for the balance of the
agreement under the existing health/medical plan.  This agreement may
not be terminated by either party, except that the Company may
terminate Mr. Fleming for cause in the event any of the following
enumerated events occur: (a) he fails to work for the Company at a
level of competency satisfactory to the board of directors; (b) he
engages in any activity that brings disrepute and harm to the Company;
(c) he fails a drug test (that is, he tests positive for the use of
illegal drugs or substances); and (d) he has become permanently
disabled for a period in excess of six months.

     As an integral part of this agreement, Mr. Fleming agrees that
for a period of three years from the date his employment with the
Company is terminated, he will not, directly or indirectly, in any
manner or capacity, as principal, agent, partner, officer, director,
employee, stockholder, guarantor, consultant, investor, creditor,
member of any association, or otherwise, engage in any facet of the
business that had been conducted by the Company, anywhere in the
United States of America, except with the prior written consent of the
Company.

(b)  Donald Gallent.

     On September 25, 2005, the Company entered into a three-year
employment agreement with Mr. Gallent in his capacity as president
(see Exhibit 10.5).  Under this agreement, he agrees that he will at
all times faithfully, industriously, and to the best of his ability,
experience, talents, and training perform all the duties that may be
required of and from him pursuant to the express and implicit terms
hereof, to the reasonable satisfaction of the Company.  The agreement
provides a minimum base salary of $175,000 per year with fifteen
percent annual increases and participation in other employee benefit
plans.  Mr. Gallent is entitled to stock options at the discretion of
the Company's board of directors.

     Should the Company's board of directors vote to remove Mr.
Gallent from employment by the Company, he will be entitled to receive
the following: (a) balance of wages outlined in this agreement from
the date of the board's vote to the end of the agreement; (b)
50,000,000 restricted shares of the Company's common stock; and (c)
continue health/medical plan insurance benefits for the balance of the
agreement under the existing health/medical plan.  This agreement may
not be terminated by either party, except that the Company may
terminate Mr. Gallent for cause in the event any of the following
enumerated events occur: (a) he fails to work for the Company at a
level of competency satisfactory to the board of directors; (b) he
engages in any activity that brings disrepute and harm to the Company;
(c) he fails a drug test (that is, he tests positive for the use of
illegal drugs or substances); and (d) he has become permanently
disabled for a period in excess of six months.

     As an integral part of this agreement, Mr. Gallent agrees that
for a period of three years from the date his employment with the
Company is terminated, he will not, directly or indirectly, in any
manner or capacity, as principal, agent, partner, officer, director,
employee, stockholder, guarantor, consultant, investor, creditor,
member of any association, or otherwise, engage in any facet of the
business that had been conducted by the Company, anywhere in the
United States of America, except with the prior written consent of the
Company.

(c)  Arthur De Joya.

     On August 1, 2006, the Company entered into a Consulting Services
Agreement with De Joya & Company, Inc. (see Exhibit 10.9); this
agreement replaces the prior agreement, dated August 1, 2005.  This
agreement also covers the services provided to the Company by Mr. De
Joya as chief financial officer.  Under this agreement, the Company
agrees to pay $5,000 each month and 1,250,000 free trading shares of
common stock to be issued at the end of each quarter for a total of
four quarters.  The monthly fee is to increase by 10% beginning on
each anniversary date of this agreement.  This agreement may not be
terminated by either party, except that the Company may terminate Mr.
De Joya for cause in the event any of the following events occur: (1)
he fails to work for the Company at a level of competency satisfactory
to the board of directors;  (2) he engages in any activity that brings
disrepute and harm to the Company; and (3) he becomes permanently
disabled for a period in excess of six months.

Outstanding Equity Awards at Fiscal Year-End Table.



<TABLE>
<CAPTION>
                                   Option Awards                                          Stock Awards
                                                                                                                      Equity
                                                                                                       Equity        Incentive
                                             Equity                                                   Incentive      Plan Awards:
                                            Incentive                                                 Plan Awards     Market or
                                            Plan Wards:                                  Market       Number of      Payout Value
             Number of     Number of        Number of                        Number of   Value of     Unearned       of Unearned
             Securities    Securities       Securities                       Shares or   Shares or    Shares, Units  Shares, Units
             Underlying    Underlying       Underlying                       Units of    Units of     or Other         or Other
             Unexercised   Unexercised      Unexercised    Option            Stock That  Stock That   Rights That     Rights That
Name and      Options       Options          Unearned      Exercise  Option  Have Not    Have Not     Have Not        Have Not
principal    Exercisable   Unexercisable     Options        Price    Expire  Vested      Vested       Vested          Vested
position       (#)             (#)            (#)            ($)     Date      (#)        ($)           (#)             (#)
(a)            (b)             (c)            (d)            (e)      (f)      (g)        (h)           (i)             (j)
<S>           <C>           <C>              <X>            <C>      <C>       <C>       <C>           <C>              <C>
John Fleming,
CEO          5,000,000              -               -      $0.007   12/31/14       -           -            -                 -
Donald N.
Gallent,
Pres.        5,000,000              -               -      $0.007   12/31/14       -           -            -                 -
Arthur De Joya,
CFO          5,000,000              -               -      $0.007   12/31/14       -           -            -                 -
</TABLE>


Other Compensation.

     There are no plans that provide for the payment of retirement
benefits, or benefits that will be paid primarily following
retirement, including but not limited to tax-qualified defined benefit
plans, supplemental executive retirement plans, tax-qualified defined
contribution plans and nonqualified defined contribution plans.  In
addition, there are no contracts, agreements, plans or arrangements,
whether written or unwritten, that provide for payment(s) to a named
executive officer at, following, or in connection with the
resignation, retirement or other termination of a named executive
officer, or a change in control of the Company or a change in the
named executive officer's responsibilities following a change in
control, with respect to each named executive officer.

Compensation of Directors.

     The Company does not provide any compensation to its directors in that
capacity.

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

Beneficial Ownership Table.

     The following table sets forth information regarding the
beneficial ownership of shares of the Company's common stock as of
February 28, 2007 (6,058,176,376 issued and outstanding) by (i) all
stockholders 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      Name and Address of              Amount and Nature    Percent of
    Class       Beneficial Owner                  of Beneficial       Class
                                                    Owner (1)

Common Stock  John Fleming                       126,400,000 (2)        2.09%
              1535 Blackjack Road,
              Franklin, Kentucky 42134

Common Stock  Donald N. Gallent                   25,000,000 (3)         0.41%
              1535 Blackjack Road,
              Franklin, Kentucky 42134

Common Stock  Arthur De Joya                      25,000,000 (4)         0.41%
              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        176,400,000             2.91%
              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 6,058,176,376 shares issued and outstanding on February
28, 2007 divided into 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 from the date of grant
(December 31, 2004) at $0.007 per share (expiring on December 31, 2014).

(3)  Included within this amount is an option covering 5,000,000
shares of common stock, exercisable from the date of grant
(December 31, 2004) at $0.007 per share (expiring on December 31, 2014).

(4)  Included within this amount is an option covering 5,000,000
shares of common stock, exercisable from the date of grant
(December 31, 2004) at $0.007 per share (expiring on December 31, 2014).

Securities Authorized for Issuance under Equity Compensation Plans.

     The Company has adopted four equity compensation plans (none of
which has been approved by the Company's stockholders):

(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. 7
to this plan on July 13, 2005).  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
the business and by aligning their economic interests more closely
with those of the stockholders, by paying their retainer or fees in
the form of shares of common stock.  As of December 31, 2005, all
575,000,000 shares of common stock authorized under this plan have
been registered as a result of Form S-8's filed with the SEC.
220,000,000 shares of common stock were issued under this plan during
2006 and no shares remain to be issued at December 31, 2006.

(b)  Stock Incentive Plan.

     On April 25, 2003, the Company adopted a Stock Incentive Plan
(the Company adopted Amendment No. 4 to this plan on July 13, 2005).
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 600,000,000 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 non-employee consultants (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), all of which were exercised in
2004.  During August 2004, the Company granted options for 42,042,294
shares to three non-employee consultants (at an exercise price equal
to 50% of the market price on the date of exercise), all of which were
exercised in 2004.  During December 2004, the Company granted options
for 30,000,000 shares to eight non-employee consultants (at an
exercise price equal to 50% of the market price on the date of
exercise), none of which have been exercised as of December 31, 2006.
During 2005, the Company granted options for 302,957,706 (incorrectly
reported in the 2005 Form 10-KSB as 540,000,000) shares to various
consultants (at an exercise price equal to 50% of the market price on
the date of exercise), all of which were exercised in 2005 resulting
in proceeds to the Company of $3,032,000; there were no options
remaining to be issued as of that date.  As of December 31, 2006,
there were options for 30,000,000 shares that remain unexercised,
which result in 30,000,000 shares remaining to be issued under this plan.

(c)  2006 Non-Employee Directors and Consultants Retainer Stock Plan.

     On January 6, 2006, the Company adopted the 2006 Non-Employee
Directors and Consultants Retainer Stock Plan.  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
stockholders, by paying their retainer or fees in the form of shares
of common stock.  All 150,000,000 shares of common stock under this
plan have been registered as a result of a Form S-8 filed with the
SEC.  As of December 31, 2006, 65,580,440 shares remain unissued under
this plan.

(d)  2006 Stock Incentive Plan.

     On January 6, 2006, the Company adopted the 2006 Stock Incentive
Plan.  This plan is intended to allow directors, officers, employees,
and certain non-employees of the Company to receive options to
purchase shares of 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.  All 250,000,000 shares of common stock under this plan
have been registered as a result of a Forms S-8 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.  No options have yet been
granted under this plan and all shares of common stock under this plan
remained unissued as of December 31, 2006.

                  Equity Compensation Plan Information
                          December 31, 2005

                                                              Number of
                                                              Securities
                                                               Remaining
                     Number of                             available for future
                 securities to be                           issuance under
                    issued upon       Weighted-average          equity
                    exercise of       exercise price of      compensation
                    outstanding         outstanding         plans (excluding
                 options, warrants    options, warrants    securities reflected
                     and rights          and rights           in column (a))
Plan category           (a)                 (b)                     (c)

Equity
compensation
plans
approved by
security holders         0                   0                       0

Equity
compensation
plans not
approved by
security holders   30,000,000        $0.0075 per share        Director's and
                                                              Consultant's
                                                              Stock Plan:
                                                              0 shares; Stock
                                                              Incentive Plan:
                                                              30,000,000 shares
                                                              2006 Directors and
                                                              Consultant's Stock
                                                              Plan: 65,580,440;
                                                              2006 Stock
                                                              Incentive Plan:
                                                              250,000,000

Total              30,000,000        $0.0075 per share        Director's and
                                                              Consultant's
                                                              Stock Plan:
                                                              0 shares; Stock
                                                              Incentive Plan:
                                                              30,000,000 shares
                                                              2006 Directors and
                                                              Consultant's Stock
                                                              Plan:  65,580,440;
                                                              Incentive Plan:
                                                              250,000,000

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 Company was or is to be a party, in which any
of the directors, officers, or 5% or greater stockholders (or any
immediate family thereof) had or is to have a direct or indirect
material interest.

     (a)  On July 14, 2004, the Company entered into a Consulting
Services Agreement with De Joya & Company, Inc., which is controlled
by Mr. De Joya (see Exhibit 10.1).  This agreement covers the services
provided to the Company by Mr. De Joya as chief financial officer.
Under this agreement, the Company agrees to pay $2,000 each month and
500,000 free trading shares of common stock to be issued at the end of
each quarter for a total of four quarters.  The monthly fee is to
increase by 10% beginning on each anniversary date of this agreement.

     (b)  On October 1, 2004, the Company entered into an
Employment Agreement with Mr. Hohman (see Exhibit 10.2).  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 Company's board of directors.  However, Mr. Hohman
resigned as president of the Company in February 2005 and as president
of its subsidiary, GameZnFlix Racing and Merchandising, Inc., in March
2005; therefore, this agreement is no longer in force.

     (c)  On December 31, 2004, the Company issued options
covering a total of 20,000,000 shares of common stock under the
Company's Stock Incentive Plan to five employees of the Company,
including the chief executive officer, the president, and the 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 ten years after
the grant at $0.007 per share.

     (d)  On March 11, 2005, the Company issued 20,000,000
restricted shares of common stock to Mr. Gallent as an employment
incentive.  These shares were valued at $140,000 ($0.007 per share).

     (e)  On July 14, 2005, the Company issued 2,000,000 shares of
free trading common stock to Mr. Crist under the Non-Employee
Directors and Consultants Retainer Stock Plan to compensate him for
services as a director for the Company.  These shares were valued at
$7,000 ($0.0035 per share).

     (f)  On August 1, 2005, the Company entered into a new Consulting
Services Agreement with De Joya & Company, Inc. (see Exhibit 10.3).
This agreement also covers the services provided to the Company by Mr.
De Joya as chief financial officer.  Under this agreement, the Company
agrees to pay $3,000 each month and 5,000,000 free trading shares of
common stock to be issued at the end of each quarter for a total of
four quarters.  The monthly fee is to increase by 10% beginning on
each anniversary date of this agreement.  On December 2, 2005, the
Company issued 5,000,000 shares of common stock to Mr. De Joya under
the Non-Employee Directors and Consultants Retainer Stock Plan in
compliance with that agreement.  These shares were valued at $24,500
($0.0049 per share).

     On each of February 26, 2006, July 31, 2006, and September 20,
2006, the Company issued 5,000,000 shares of free trading common stock
to Mr. De Joya for his services under this agreement.  These
15,000,000 shares were valued at $82,500 ($0.0055 per share).

     (g)  On September 25, 2005, the Company entered into an
Employment Agreement with Mr. Fleming, its chief executive officer
(see Exhibit 10.4).  Under the terms of this agreement, the Company
will pay Mr. Fleming an annual salary of $200,000 (with a 15% annual
increase during the term of the agreement as established by the board
of directors) and provide certain benefits as set forth in the
agreement.  In the event that the board of directors votes to remove
Mr. Fleming from employment by the Company, he would receive certain
compensation, including restricted shares of common stock of the Company.

     (h)  On September 25, 2005, the Company also entered into an
Employment Agreement with Mr. Gallent, its president (see Exhibit
10.5).  Under the terms of this agreement, the Company will pay Mr.
Gallent an annual salary of $175,000 (with a 15% annual increase
during the term of the agreement as established by the board of
directors) and provide certain benefits as set forth in the agreement.
In the event that the board of directors votes to remove Mr. Gallent
from employment by the Company, he would receive certain compensation,
including restricted shares of common stock of the Company.

     (i)  On August 1, 2006, the Company entered into a new Consulting
Services Agreement with De Joya & Company, Inc. (see Exhibit 10.9);
this agreement replaces the prior agreement, dated August 1, 2005.
This agreement covers the services provided to the Company by Arthur
De Joya as chief financial officer of the Company.  Under this
agreement, the Company agrees to pay $5,000 each month and 1,250,000
free trading shares of common stock to be issued at the end of each
quarter for a total of four quarters, both effective on August 1,
2006.  The monthly fee is to increase by 10% beginning on each
anniversary date of this agreement.  No shares have yet been issued
under the agreement.

     (j)  The Company's corporate office is located in Franklin,
Kentucky at the chief executive officer's home-based office (which is
provided to the Company without cost).

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

     Certain of the officers and directors 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 its 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 Child, Van Wagoner & Bradshaw,
PLLC and Smith & Company (collectively, "Accountants") for the audit
of the Company's annual financial statements, and review of financial
statements included in the Company's Form 10-QSB's: 2006:
approximately $40,000; 2005: $43,682.

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
Company'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 Mr. Fleming and Mr. De
Joya, neither of which is an independent director.  The audit
committee has not adopted a written charter.  Mr. De Joya 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
the 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 registered
public accounting firm, review and discuss with such independent
registered public accounting firm: (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 the 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 registered public
accounting firm.  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 registered public
accounting firm and management are required to periodically report to
the audit committee regarding the extent of services provided by the
independent registered public accounting firm 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 Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       GameZnFlix, Inc.


Dated: March 26, 2007                  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 Company and in the capacities and on the dates indicated:


Signature                    Title                            Date

/s/  John Fleming         Chief Executive                  March 26, 2007
John Fleming              Officer/Secretary/Director

/s/  Donald N. Gallent    President/Director               March 26, 2007
Donald N. Gallent

/s/  Arthur De Joya       Chief Financial Officer          March 26, 2007
Arthur De Joya            (principal financial and
                          accounting officer)

/s/  Mark Crist           Director                         March 26, 2007
Mark Crist

Child, Van Wagoner & Bradshaw, PLLC
5296 S. Commerce Dr., #300
Salt Lake City, Utah 84107
Telephone (801) 281-4700
Facsimile (801) 281-4701

              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, 2006, and the related consolidated statements of
operations, changes in stockholders' equity, and cash flows for the
years ended December 31, 2006 and 2005.  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 audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States of America). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial
statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audits included
consideration of internal control over financial reporting, as a basis
for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's internal control over financial
reporting.  Accordingly, we express no such opinion.  An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the consolidated financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our
audits provide 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, 2006 and the
results of its operations, changes in stockholders' equity, and its
cash flows for the years ended December 31, 2006 and 2005, in
conformity with accounting principles generally accepted in the United
States of America.


/s/  Child, Van Wagoner & Bradshaw, PLLC
Certified Public Accountants
Salt Lake City, Utah
February 15, 2007


                                    GAMEZNFLIX, INC.
                               CONSOLIDATED BALANCE SHEET
                                  DECEMBER 31, 2006

                                        ASSETS

Current assets
Cash                                                               $  342,634
Accounts receivable                                                   154,394
Inventory                                                              27,828
Note receivable                                                       770,000
Prepaid expenses                                                      429,926
Other assets                                                          301,535
Total current assets                                                2,026,317

DVD and video games libraries, net                                  2,250,096
Fixed assets, net                                                     578,721
Film library                                                        1,158,198
Other assets                                                          700,162

Total assets                                                       $6,713,494

                        LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable and accrued expenses                              $   68,524
Deferred revenue                                                      149,124
Note payable - related party                                          175,000
Customer deposits                                                          --
Advance from Golden Gate Investors, Inc.                              466,515
Total current liabilities                                             859,163

Long-term liabilities
Convertible debenture, net of unamortized
   debt discounts of $96,714                                            3,286

Total liabilities                                                     862,449

Commitments and contingencies                                              --

Stockholders' equity
Common stock; $0.001 par value; 25,000,000,000
   shares authorized, 5,189,494,029 issued and outstanding          5,189,494
Additional paid-in capital                                         35,244,476
Stock subscriptions receivable                                     (1,000,000)

Prepaid fees paid with common stock                                        --
Accumulated deficit                                               (33,582,925)
Total stockholders' equity                                          5,851,045

Total liabilities and stockholders' equity                        $ 6,713,494

             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, 2006          December 31, 2005
<S>                                                          <C>                        <C>
Revenues                                                     $  1,884,678               $   676,291
Cost of revenues                                                  778,445                   434,155
Gross profit                                                    1,106,233                   242,136

Operating expenses
Advertising                                                     2,407,505                   379,268
Consulting and professional fees                                3,042,320                 1,188,335
Depreciation and amortization                                   2,793,008                   966,409
Selling, general and administrative                             3,927,104                 1,923,999

Total operating expenses                                       12,169,937                 4,458,011

Loss from operations                                          (11,063,704)               (4,215,875)

Other income (expense)
Interest expense                                                  (15,913)                  (11,652)
Interest income                                                   236,820                     9,365

Other income (expense)                                             2,538                    (21,370)

Total other income (expense)                                     223,445                    (23,657)

Loss before provision for income taxes                       (10,840,259)                (4,239,532)

Provision for income taxes                                            --                         --

Net loss                                                    $(10,840,259)             $  (4,239,532)

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

Weighted average common shares outstanding -
basic and diluted                                           4,243,799,917             1,176,946,498
</TABLE>



                  See accompanying Notes to Consolidated Financial Statements


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



<TABLE>
<CAPTION>
                                                    Additional      Stock         Prepaid                             Total
                                    Common Stock       Paid-In     Subscriptions   Consulting         Accumulated    Stockholders'
                                 Shares      Amount    Capital       Receivable     Expenses            Deficit         Equity
<S>                              <C>         <C>        <C>           <C>             <C>                <C>             <C>
Balance, December 31, 2004    647,201,665    $ 647,202  $18,111,258   $ (115,549)     $     --          $(18,503,134)  $    139,777

Issuance of common stock for
services, weighted average price
of $0.004                     182,573,488     182,573       568,172           --       (95,833)                  --         654,912

Issuance of common stock to
Satisfy debt, $0.01            11,800,000      11,800       106,200           --            --                   --         118,000

Issuance of common stock
related to stock
subscription agreement
weighted average
average price of $0.03       100,000,000     100,000     2,900,000   (3,000,000)           --                    --              --

Issuance of common stock
related to
exercise of options,
weighted average
price of $0.006              540,000,000    540,000      2,492,000    (187,500)            --                    --       2,844,500

Issuance of common stock
related to
debt conversion totalling
$67,974 and
exercise of related stock
warrants at
$1.09 per share - Golden
Gate Investors, Inc.      1,810,158,337  1,810,158      5,599,045          --             --                    --       7,409,203

Proceeds from stock
subscriptions
receivable                          --         --             --      115,549             --                    --         115,549

Net loss                            --         --             --           --             --            (4,239,532)     (4,239,532)

Balance, December 31, 2005 3,291,733,490  3,291,733   29,776,675   (3,187,500)       (95,833)          (22,742,666)        704,409

Issuance of common stock for
services,
weighted average price of
$0.008                      17,000,000     17,000        116,900           --             --                    --         133,900

Issuance of common stock
related to
exercise of options,
weighted average
price of $0.01             306,519,559    306,520      2,687,584   (1,000,000)            --                    --       1,994,104

Issuance of common stock
related to
debt conversion totalling
$65,474 and
exercise of related stock
warrants at
$1.09 per share - Golden
Gate Investors, Inc.    1,674,240,980   1,674,241     5,463,317           --              --                    --       7,137,558

Cancellation of stock
subscriptions receivable (100,000,000)   (100,000)   (2,900,000)    3,000,000             --                    --              --

Proceeds from stock
subscriptions receivable           --          --            --       187,500             --                    --         187,500

Beneficial conversion feature
related to
convertible debt - Golden
Gate Investors, Inc.               --          --       100,000            --             --                    --         100,000

Expense of prepaid consulting
fees                               --          --            --            --         95,833                    --          95,833

Net loss                           --          --            --            --             --            (10,840,259)   (10,840,259)

                        5,189,494,029   $5,189,494   $35,244,476  $ (1,000,000)   $       --           $(33,582,925) $   5,851,045
</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, 2006          December 31, 2005
<S>                                                          <C>                        <C>
Cash flows from operating activities:
   Net loss                                                  $ (10,840,259)             $  (4,239,532)
   Adjustments to reconcile net loss to net
     cash used in operating activities:
      Stock-based compensation                                     946,504                    654,912
      Debt discount amortization related
to convertible debenture                                            53,224                     93,460
      Depreciation and amortization                              2,793,008                    966,409
   Changes in operating assets and liabilities:
      Change in accounts receivable                                (91,894)                     5,744
      Change in stock subscription receivable                           --                         --
      Change in inventory                                          (72,880)                   (44,657)
      Change in prepaid expenses                                  (381,097)                    95,166
      Change in other assets                                      (862,183)                   (77,095)
      Change in accounts payable and accrued expenses             (131,227)                  (484,662)
      Change in deferred revenue                                    92,632                     56,493

Net cash used in operating activities                           (8,494,172)                (2,973,762)

Cash flows from investing activities:
   Purchase of DVD and video games libraries                    (3,933,401)                (1,199,785)
   Purchase of fixed assets                                       (212,260)                  (270,236)
   Purchase of film library                                     (1,223,000)                        --
   Investment in note receivable                                  (770,000)                        --

Net cash used in investing activities                           (6,138,661)                (1,470,021)

Cash flows from financing activities:
   Payments on related party notes payable                             --                     (86,370)
   Proceeds from advances from Golden Gate Investors, Inc.        166,515                          --
   Proceeds from stock issuances                                8,906,558                  10,369,252

Net cash provided by financing activities                       9,073,073                  10,282,882

Net change in cash and cash equivalents                        (5,559,760)                  5,839,099

Cash, beginning of period                                       5,902,394                      63,295

Cash, end of period                                          $    342,634                $  5,902,394
</TABLE>


          See accompanying Notes to Consolidated Financial Statements


                                    GAMEZNFLIX, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            DECEMBER 31, 2006 AND 2005

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. All titles in the library used to provide
rentals to subscribers are owned by the Company and are further
described in these Notes in the section titled "DVD and Video Games
Libraries."  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 GameZnFlix.com 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 nine locations throughout the United States.

Basis of Presentation.

The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries, which include Naturally
Safe Technologies, Inc. ("NSTI"), and GameZnFlix Racing and
Merchandising, 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 cash balances 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, 2006.

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.

DVD and Video Games Libraries.

DVD's and video games are recorded at historical cost and depreciated
using the straight-line method over a twelve-month period.  The
Company has no immediate plans to have any part of its DVD and video
games libraries sold and accordingly no salvage value is provided.
However, if the Company does sell any of its DVD and video games
libraries, 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 DVD's and video games.
This loss is shown in the Cost of Sales section of the Statement of
Operations.  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 DVD's and video games
are recorded upon shipment.

Cost of subscription revenues consists of referral expenses,
fulfillment expenses, and postage and packaging expenses related to
DVD's and video games provided to paying subscribers.  Cost of DVD
sales include the net book value of the DVD's sold and, where
applicable, a contractually specified percentage of the sales value
for the DVD's that are subject to revenue share agreements.  DVD sales
are considered non-significant and an incidental part of the business.
Therefore, sales and related expenses were not separately accounted for.

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 DVD and video games libraries.

Advertising Costs.

The Company expenses all costs of advertising as incurred.
Advertising costs for the years ended December 31, 2006 and 2005 were
approximately $2,408,000 and $379,000, 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, 2006, the Company has net operating loss carry
forwards totalling approximately $33,500,000.  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 by dividing net income
(loss) by the weighted-average number of outstanding shares of common
stock during the period.  Diluted net income (loss) per share is
computed by dividing the weighted-average number of outstanding shares
of common stock, including any potential common shares outstanding
during the period, when the potential shares are dilutive.  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, as they were during 2006 and 2005.  During 2006 and
2005, the number of potential common shares excluded from diluted
weighted-average number of outstanding shares was 30,000,000 and
30,000,000, respectively.

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

Recent Pronouncements.

In November, 2004, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 151 "Inventory Costs," which amends the guidance in
Accounting Research Bulletin ("ARB") No. 43, Chapter 4 "Inventory
Pricing," to clarify the accounting for abnormal amounts of idle
facility expense, freight, handling costs, and wasted material
(spoilage).  Paragraph 5 of ARB No. 43, Chapter 4, previously stated
that under some circumstances, items such as idle facility expense,
excessive spoilage, double freight, and re-handling costs may be so
abnormal as to require treatment as current period charges.  SFAS No.
151 requires that those items be recognized as current-period charges
regardless of whether they meet the criterion of "so abnormal."  In
addition, SFAS No. 151 requires that allocation of fixed production
overheads to the costs of conversion be based on the normal capacity
of the production facilities.  SFAS No. 151 shall be effective for
inventory costs incurred during fiscal years beginning after June 15,
2005.  Earlier application is permitted for inventory costs incurred
during fiscal years beginning after the date SFAS No. 151 was issued.
SFAS No. 151 shall be applied prospectively.  The adoption of SFAS No.
151 did not have a material effect on the Company's financial statements.

In December, 2004, FASB issued SFAS No. 123 (revised 2004), "Share-
Based Payment," that focuses primarily on accounting for transactions
in which an entity obtains employee services in shared-based payment
transactions.  This statement replaces SFAS No. 123, "Accounting for
Stock-Based Compensation," and supersedes APB Opinion No. 25,
"Accounting for Stock issued to Employees."  Beginning January 1,
2006, the Company was required to expense the fair value of employee
stock options and similar awards.  As a public company, the Company is
allowed to select from two alternative transition methods, each having
different reporting implications.  Based on using the modified
prospective approach, the expense related to stock option outstanding
and unvested at October 31, 2006 will be $14,000, $2,000 and $0 for
the years ending October 31, 2007, 2008 and 2009, respectively.  The
impact of SFAS No. 123R for the employee stock purchase plan has not
been determined at this time.

In December, 2003, FASB issued FASB Interpretation ("FIN") No. 46R,
"Consolidation of the Variable Interest Entities".  FIN No. 46R states
that companies that have exposure to the economic risks and potential
rewards from another entity's assets and activities have a controlling
financial interest in a variable interest entity and should
consolidate the entity, despite the absence of clear control through a
voting equity interest.  The consolidation requirements apply to all
special-purpose entities by the end of the first reporting period
ending after December 15, 2003.  FIN No. 46R shall be applied to all
variable interest entities by the end of the first reporting period
ending after March 15, 2004, for enterprises that are not small
business issuers or December 15, 2004 for enterprises that are small
business issuers.  The adoption of FIN No. 46R did not have a material
effect on the Company's financial statements.

FASB has published FIN No. 48, "Accounting for Uncertainty in Income
Taxes," to address the non-comparability in reporting tax assets and
liabilities resulting from a lack of specific guidance in SFAS No.
109, "Accounting for Income Taxes," on the uncertainty in income taxes
recognized in an enterprise's financial statements.  Specifically, FIN
No. 48 prescribes (a) a consistent recognition threshold and (b) a
measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax
return, and provides related guidance on de-recognition,
classification, interest and penalties, accounting in interim periods,
disclosure, and transition.  FIN No. 48 applies to fiscal years
beginning after December 15, 2006, with earlier adoption permitted.
The Company does not expect the adoption of FIN No. 48 to have a
material effect on its financial statements.

In September, 2006, the Securities and Exchange Commission ("SEC")
issued Staff Accounting Bulletin ("SAB") No. 108, "Considering the
Effects on Prior Year Misstatements when Quantifying Misstatements in
Current Year Financial Statements."  SAB No. 108 requires registrants
to quantify errors using both the income statement method (i.e. iron
curtain method) and the rollover method and requires adjustment if
either method indicates a material error.  If a correction in the
current year relating to prior year errors is material to the current
year, then the prior year financial information needs to be corrected.
A correction to the prior year results that are not material to those
years, would not require a "restatement process" where prior
financials would be amended.  SAB No. 108 is effective for fiscal
years ending after November 15, 2006. The Company does not anticipate
that SAB No. 108 will have a material effect on the Company's
financial position, results of operations or cash flows

NOTE 2 - NOTE RECEIVABLE

Note receivable totalling $770,000 at December 31, 2006, is from an
unrelated third party business entity with interest rate of 12%,
secured with assets of the third party business entity, and both
principal and interest due in January 2007.

NOTE 3 - DVD AND VIDEO GAMES LIBRARIES

DVD and video games libraries as of December 31, 2006 consisted of the
following:

     DVD and video games libraries                       $ 6,092,216
     Less accumulated amortization                        (3,842,120)

     DVD and video games libraries, net                  $ 2,250,096

NOTE 4 - FIXED ASSETS

Fixed assets as of December 31, 2006 consisted of the following:

     Computers and software                             $    263,057
     Furniture and fixtures                                   72,967
     Vehicles                                                245,665
     Office building                                         200,891
                                                             782,580
     Less accumulated depreciation                          (203,859)

     Fixed assets, net                                  $    578,721

NOTE 5 - FILM LIBRARY

Film library at December 31, 2006 consists of various films acquired
throughout 2006.  The Company amortizes the film library over the
estimated useful life of eight years.

NOTE 6 - NOTE PAYABLE - RELATED PARTY

Note payable - related party as of December 31, 2006 consists of a
promissory note payable totalling $175,000 to an investor, due on
demand (past due maturity and in default), secured by assets of NSTI
and bears no interest.

NOTE 7 - CONVERTIBLE DEBENTURE

On November 1, 2006, the Company entered into a convertible debenture
totalling $100,000 that matures November 2011, 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 10,000,000 shares of common stock at
an exercise price of $1.09 per share.  The debt holder shall not have
the right and the Company shall not have the obligation to convert any
portion of the convertible debenture will which cause the debt holder
to be a deemed beneficial owner of more than 9.99% of the then
outstanding shares of the Company's common stock.  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
$12,567 was determined using the Black-Scholes option pricing model
under the following assumptions: life of 1 year, risk free interest
rate of 5.15%, a dividend yield of 0% and volatility of 349%.  The
face amount of the debt of $100,000 was proportionately allocated to
the convertible debt and the warrants in the amounts of $88,836 and
$11,164, respectively.  The value of the note was then allocated
between the debt and the beneficial conversion feature, which the
entire portion of $88,836 was allocated towards the beneficial
conversion feature.  The combined total discount is $100,000, which is
being amortized over the term of the convertible debt using the
effective interest method.  For the years ended December 31, 2006, the
Company has amortized a total of $3,826.

On November 11, 2004, the Company entered into a convertible debenture
totalling $150,000 that 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.  The debt holder shall not have
the right, and the Company shall not have the obligation, to convert
any portion of the convertible debenture will which cause the debt
holder to be a deemed beneficial owner of more than 9.99% of the then
outstanding shares of the Company's common stock.  In accordance with
Emerging Issues Task Force ("EITF") No. 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 using the effective
interest method.  During the year ended December 31, 2006, debt holder
converted the entire remaining debt balance.  For the years ended
December 31, 2006 and 2005, the Company has amortized a total of
$50,939 and $66,126, respectively.

NOTE 8 - ADVANCE FROM GOLDEN GATE INVESTORS, INC.

Advance from Golden Gate Investors, Inc. totalling $466,515 at
December 31, 2006 relates to funds advanced to the Company for future
exercise of warrants as discussed in Note 7.

NOTE 9 - STOCK SUBSCRIPTIONS RECEIVABLE

As of December 31, 2006, stock subscriptions receivable totalling
$1,000,000 consist of two investors whereby approximately 100,000,000
shares of common stock had been issued related to these receivable
balances.

NOTE 10 - STOCK COMPENSATION PLANS

On July 1, 2001, the Company adopted a Non-Employee Directors and
Consultants Retainer Stock Plan (the Company has adopted Amendment No.
7 to this plan). 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 the business of the
Company and by aligning their economic interests more closely with
those of the Company's stockholders, by paying their retainer or fees
in the form of shares of common stock.  All 575,000,000 shares of
common stock under this plan have been registered as a result of a
various Form S-8's filed with the SEC.  As of December 31, 2006, all
shares under this plan had been issued.

On April 25, 2003, the Company adopted a Stock Incentive Plan (the
Company has adopted Amendment No. 4 to this plan).  This plan is
intended to allow directors, officers, employees, and certain non-
employees of the Company to receive options to purchase Company common
stock.  The purpose of this plan is to provide these persons with
equity-based compensation incentives to make significant and
extraordinary contributions to the long-term performance and growth of
the Company, and to attract and retain employees.  All 400,000,000
shares of common stock under this plan have been registered as a
result of various Forms 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 to purchase 25,000,000 shares
to two non-employee consultants (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) of which all were exercised
in 2004. The options were granted for meeting benchmarks associated
with consulting and management services performed by the individuals.

During August 2004, the Company granted options to purchase 42,042,294
shares to three non-employee consultants (at an exercise price equal
to 50% of the market price on the date of exercise) of which all were
exercised in 2004. The options were granted for meeting benchmarks for
consulting and professional services performed by the individuals.
During December 2004, the Company had granted options for 30,000,000
shares to eight non-employee consultants (at an exercise price equal
to 50% of the market price on the date of exercise) of which none of
these options were exercised in 2004.  The options were granted as
incentives for meeting benchmarks associated with consulting and
professional services performed by the individuals.

During 2005, the Company had granted option to purchase 302,957,706
shares to various consultants (at an exercise price equal to 50% of
the market price on the date of exercise) which all were exercised in
2005.  As of December 31, 2006, all shares of common stock under this
plan had been issued of which 30,000,000 shares remained unexercised.

On January 6, 2006, the Company adopted the 2006 Non-Employee
Directors and Consultants Retainer Stock Plan.  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 the business of the Company and by aligning their economic
interests more closely with those of the Company's stockholders, by
paying their retainer or fees in the form of shares of common stock.
All 150,000,000 shares of common stock under this plan have been
registered as a result of a Form S-8 filed with the SEC.  As of
December 31, 2006, approximately 66,000,000 shares remain unissued
under this plan.

On January 6, 2006, the Company adopted the 2006 Stock Incentive Plan.
This plan is intended to allow directors, officers, employees, and
certain non-employees of the Company to receive options to purchase
shares of 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.  All
250,000,000 shares of common stock under this plan have been
registered as a result of a Form S-8 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.  As of December 31, 2006, all shares of common
stock under this plan remained unissued.

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

On February 1, 2007, the Company adopted the 2007 Stock and Option
Plan, which registered 400,000,000 shares under a Form S-8 filed on
February 14, 2007.  This plan is intended to allow designated
directors, officers, employees, and certain non-employees, including
consultants (all of whom are sometimes collectively referred to herein
as "Employees") of the Company and its subsidiaries receive options to
purchase the Company's common stock and to receive grants of common
stock subject to certain restrictions.  The purpose of this plan is to
promote the interests of the Company and its stockholders by
attracting and retaining employees capable of furthering the future
success of the Company and by aligning their economic interests more
closely with those of the Company's stockholders.


                                  EXHIBIT INDEX

Number                            Description

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

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

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

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

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

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

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

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

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

3.6     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     Certificate of Amendment to Articles of Incorporation, dated
        July 19, 2005 (incorporated by reference to Exhibit 3 of the
        Form 8-K filed on July 22, 2005).

3.8     Certificate of Amendment to Articles of Incorporation, dated
        March 21, 2006 (incorporated by reference to Exhibit 3 of
        the Form 8-K filed on March 27, 2006).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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    4 3/4 % Convertible Debenture issued to Golden Gate
        Investors, Inc., dated November 11, 2004 (incorporated by
        reference to Exhibit 4.25 of The Form SB-2 filed on May 5, 2005).

4.22    Warrant to Purchase Common Stock issued 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).

4.23    Registration Rights Agreement between the Company 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).

4.24    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).

4.25    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).

4.26    Amended and Restated Non-Employee Directors and Consultants
        Retainer Stock Plan (Amendment No. 6), dated January 28,
        2005 (incorporated by reference to Exhibit 4.1 of the Form
        S-8 POS filed on February 2, 2005).

4.27    Amended and Restated Stock Incentive Plan (Amendment No. 2),
        dated January 28, 2005 (incorporated by reference to Exhibit
        4.2 of the Form S-8 POS filed on February 2, 2005).

4.28    Amended and Restated Stock Incentive Plan (Amendment No. 3),
        dated April 15, 2005 (incorporated by reference to Exhibit 4
        of the Form S-8 POS filed on April 18, 2005 ).

4.29    Amended and Restated Non-Employee Directors and Consultants
        Retainer Stock Plan (Amendment No. 7), dated July 13, 2005
        (incorporated by reference to Exhibit 4.1 of the Form S-8
        POS filed on July 21, 2005 ).

4.30    Amended and Restated Stock Incentive Plan (Amendment No. 4),
        dated July 13, 2005 (incorporated by reference to Exhibit
        4.2 of the Form S-8 POS filed on July 21, 2005 ).

4.31    2006 Non-Employee Directors and Consultants Retainer Stock
        Plan, dated January 6, 2006 (incorporated by reference to
        Exhibit 4.1 of the Form S-8 fled on January 17, 2006.

4.32    2006 Stock Incentive Plan, dated January 6, 2006
        (incorporated by reference to Exhibit 4.2 of the Form S-8
        filed on January 17, 2006).

4.33    Addendum to Convertible Debenture and Warrant to Purchase
        Common Stock, dated January 17, 2006 (incorporated by
        reference to Exhibit 4.26 of the Form SB-2 filed on March 30, 2006).

10.1    Consulting Services Agreement between the Company and De
        Joya & Company, Inc., dated July 9, 2004 (filed herewith).

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

10.3    Consulting Services Agreement between the Company and De
        Joya & Company, Inc., dated August 1, 2005 (incorporated by
        reference to Exhibit 10 of the Form 8-K filed on February 1, 2006).

10.4    Employment Agreement between the Company and John J.
        Fleming, dated September 25, 2005 (incorporated by reference
        to Exhibit 10.1 of the Form 8-K filed on September 28, 2005).

10.5    Employment Agreement between the Company and Donald N.
        Gallent, dated September 25, 2005 (incorporated by reference
        to Exhibit 10.2 of the Form 8-K filed on September 28, 2005).

10.6    Services Agreement between the Company and Circuit City
        Stores, Inc., dated October 4, 2005 (including Exhibit A:
        Standard Terms and Conditions; and Exhibit C: Test
        Locations) (excluding Exhibit B: Service and Fee Schedule)
        (incorporated by reference to Exhibit 10 of the Form 8-K
        filed on October 6, 2005).

10.7    Amendment #1 to Services Agreement between the Company and
        Circuit City Stores, Inc., dated December 28, 2005
        (incorporated by reference to Exhibit 10.2 of the Form 8-K/A
        filed on January 5, 2006).

10.8    Co-Marketing Agreement between the Company and Circuit City
        Stores, Inc., dated March 22, 2006 (including Exhibit B:
        Rollout Schedule) (excluding Exhibit A: Description of
        Services and Fee Schedule; Exhibit C: GNF Licensed Marks;
        and Exhibit D: Circuit City Licensed Marks) (incorporated by
        reference to Exhibit 10 of the  Form 8-K filed on March 27, 2006).

10.9    Consulting Services Agreement between the Company and De
        Joya & Company, Inc., dated August 1, 2006 (incorporated by
        reference to Exhibit 10 of the Form 8-K filed on March 16, 2007).

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).

16.6    Letter on Change in Certifying Accountant, dated
        January 2, 2006 (incorporated by reference to Exhibit 16 of
        the Form 8-K filed on January 5, 2006).

21      Subsidiaries of GameZnFlix (incorporated by reference to
        Exhibit 21 of the Form 10-KSB filed on April 1, 2005).

23      Consent of Child, Van Wagoner & Bradshaw, PLLC (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 De Joya
        (filed herewith).

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

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

99.2   Press Release Issued by the Company, dated September 30,
       2004 (incorporated by reference to Exhibit 99 of the Form 8-
       K filed on October 8, 2004).

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

99.4   Press Release issued by the Company, dated October 5, 2005
       (incorporated by reference to Exhibit 99 of the Form 8-K
       filed on October 6, 2005).

99.5   Press Release issued by the Company, dated March 24, 2006
       (incorporated by reference to Exhibit 99 of the Form 8-K
       filed on March 27, 2006).