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

                                FORM 10-K
(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, 2008

                                    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                                    90-0224051
(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) 598-0395

     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 if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act:  Yes [  ]  No [X].

     Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act:  Yes [  ]
No [X].

     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-K 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-K or any amendment to this Form 10-K [  ].

     Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of "large accelerated
filer," "accelerated filer" and "smaller reporting company" in Rule
12b-2 of the Exchange Act:

Large accelerated filer  [  ]               Accelerated filer  [  ]

Non-accelerated filer  [  ]                 Smaller reporting company [X]

     Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act:  Yes [  ]  No [X].

     The aggregate market value of the voting stock held by non-
affiliates of the Company as of April 9, 2009: $188,172.  As of April
9, 2009, the Company had 188,880 shares of common stock issued and
outstanding.

                               TABLE OF CONTENTS

PART I.                                                           PAGE

ITEM 1.   BUSINESS                                                   5

ITEM 1A.  RISK FACTORS                                               7

ITEM 1B.  UNRESOLVED STAFF COMMENTS                                 17

ITEM 2.   PROPERTIES                                                17

ITEM 3.   LEGAL PROCEEDINGS                                         17

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS       17

PART II.

ITEM 5.   MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER
          MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES        18

ITEM 6.   SELECTED FINANCIAL DATA                                   19

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS              19

ITEM 7A   QUANTATIVE AND QUALITATIVE DISCLOSURES
          ABOUT MARKET RISK                                          26

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                27

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
          ON ACCOUNTING AND FINANCIAL DISCLOSURE                     27

ITEM 9A.  CONTROLS AND PROCEDURES                                    27

ITEM 9A(T) CONTROLS AND PROCEDURES                                   27

ITEM 9B   OTHER INFORMATION                                          30

PART III.

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE
          GOVERNANCE                                                30

ITEM 11.  EXECUTIVE COMPENSATION                                    33

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT, AND RELATED STOCKHOLDER MATTERS           36

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
          AND DIRECTOR INDEPENDENCE                                 39

ITEM 14.  PRINCIPACCOUNTANT FEES AND SERVICES                       40

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES                   40

SIGNATURES                                                          41

PART I.

ITEM 1.  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.  On
September 6, 2007, a 1 for 1,000 reverse split of common stock took
place.  On December 31, 2007, 100,000,000 shares of Series B common
stock and 10,000,000 shares of preferred stock were created by an
amendment to the articles of incorporation.  On April 9, 2009, a 1 for
10,000 reverse split of common stock took place.

     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.

     As of November 2008, the Company ceased operations as a video
game/DVD rental company and is looking for other business ventures to
be acquired.  Therefore, the Company intends to search for business
opportunities, particularly toward small and medium-sized enterprises.
The Company does not propose to restrict its search to any particular
geographical area or industry, and may, therefore, engage in
essentially any business, to the extent of its limited resources.
This includes industries such as service, manufacturing, high
technology, product development, medical, communications and others.
The Company's discretion in the selection of business opportunities is
unrestricted, subject to the availability of such opportunities,
economic conditions, and other factors.  No assurance can be given
that the Company will be successful in finding or acquiring a
desirable business opportunity, and no assurance can be given that any
acquisition, which does occur, will be on terms that are favorable to
the Company.  Business opportunities may come to the Company's
attention from various sources, including professional advisers such
as attorneys and accountants, venture capitalists, members of the
financial community, and others who may present unsolicited proposals.
The Company may pay a finder's fee in connection with any such transaction.

     The Company will not restrict its search to any specific kind of
firm, but may acquire a venture which is in its preliminary or
development stage, one which is already in operation, or in a more
mature stage of its corporate existence.  The acquired business may
need to seek additional capital, may desire to have its shares
publicly traded, or may seek other perceived advantages which the
Company may offer.  However, the Company does not intend to obtain
funds to finance the operation of any acquired business opportunity
until such time as the Company has successfully consummated the merger
or acquisition transaction.

     The analysis of business opportunities will be under the
supervision of the Company's officers and directors.  In analyzing
prospective business opportunities, management will consider such
matters as available technical, financial and managerial resources;
working capital and other financial requirements; history of
operations, if any; prospects for the future; nature of present and
expected competition; the quality and experience of management
services which may be available and the depth of that management; the
potential for further research, development, or exploration; specific
risk factors not now foreseeable, but which then may be anticipated to
impact the Company's proposed activities; the potential for growth or
expansion; the potential for profit; the perceived public recognition
or acceptance of products, services, or trades; name identification;
and other relevant factors.  In many instances, it is anticipated that
the historical operations of a specific business opportunity may not
necessarily be indicative of the potential for the future because of a
variety of factors, including, but not limited to, the possible need
to expand substantially, shift marketing approaches, change product
emphasis, change or substantially augment management, raise capital
and the like.

     Management intends to meet personally with management and
key personnel of the target business entity as part of its
investigation.  To the extent possible, the Company intends to utilize
written reports and personal investigation to evaluate the above factors.

     Prior to making a decision to participate in a business
opportunity, the Company will generally request that it be provided
with written materials regarding the business opportunity containing
as much relevant information as possible, including, but not limited
to, such items as a description of products, services and company
history; management resumes; financial information; available
projections, with related assumptions upon which they are based; an
explanation of proprietary products and services; evidence of existing
patents, trademarks, or service marks, or rights thereto; present and
proposed forms of compensation to management; a description of
transactions between such company and its affiliates during the
relevant periods; a description of present and required facilities; an
analysis of risks and competitive conditions; a financial plan of
operation and estimated capital requirements; audited financial
statements, or if they are not available at that time, unaudited
financial statements, together with reasonable assurance that audited
financial statements would be able to be produced within a required
period of time; and the like.

     The Company will participate in a business opportunity only after
the negotiation and execution of appropriate agreements.  Although the
terms of such agreements cannot be predicted, generally such
agreements will require certain representations and warranties of the
parties thereto, will specify certain events of default, will detail
the terms of closing and the conditions which must be satisfied by the
parties prior to and after such closing, outline the manner of bearing
costs, including costs associated with the Company's attorneys and
accountants, and will include miscellaneous other terms.

Employees.

     The Company currently has 1 employee.  The employee operates in
the area of general business operations and management.

ITEM 1A.  RISK FACTORS.

Risks Relating to the Business.

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

     The Company incurred net losses of $1,099,562 for the year
ended December 31, 2008 and $10,501,867 for the year ended December
31, 2007.  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's possible success
is dependent upon the successful development and marketing of a new
line of business (which has not been fully established yet).  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)  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.

(c)  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.

(d)  Risks and Costs of Complying with Section 404 of the Sarbanes-
Oxley Act.

     The Company is required to comply with the provisions of Section
404 of the Sarbanes-Oxley Act of 2002, which requires it to maintain
an ongoing evaluation and integration of the internal control over
financial reporting.  The Company is required to document and test its
internal control and certify that it is responsible for maintaining an
adequate system of internal control procedures for the year ended
December 31, 2008.  In subsequent years, the Company's independent
registered public accounting firm will be required to opine on those
internal control and management's assessment of those control.  In the
process, the Company may identify areas requiring improvement, and the
Company may have to design enhanced processes and controls to address
issues identified through this review.

     The Company evaluated its existing control for the year ended
December 31, 2007.  The Company's Chief Executive Officer identified
material weaknesses in the Company's internal control over financial
reporting and determined that the Company did not maintain effective
internal control over financial reporting as of December 31, 2008.
The identified material weaknesses did not result in material audit
adjustments to the Company's 2008 financial statements; however,
uncured material weaknesses could negatively impact the Company's
financial statements for subsequent years.

     The Company cannot be certain that it will be able to
successfully complete the procedures, certification and attestation
requirements of Section 404 or that the Company's auditors will not
have to report a material weakness in connection with the presentation
of the Company's financial statements.  If the Company fails to comply
with the requirements of Section 404 or if the Company's auditors
report such material weakness, the accuracy and timeliness of the
filing of the Company's annual report may be materially adversely
affected and could cause investors to lose confidence in its reported
financial information, which could have a negative affect on the
trading price of the common stock.  In addition, a material weakness
in the effectiveness of the Company's internal controls over financial
reporting could result in an increased chance of fraud and the loss of
customers, reduce the Company's ability to obtain financing and
require additional expenditures to comply with these requirements,
each of which could have a material adverse effect on the Company's
business, results of operations and financial condition.

     Further, the Company believes that the out-of-pocket costs, the
diversion of management's attention from running the day-to-day
operations and operational changes caused by the need to comply with
the requirements of Section 404 could be significant.  If the time and
costs associated with such compliance exceed the Company's current
expectations, its results of operations could be adversely affected.

Risks Relating to the 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. (now known as
Golden State Investors, Inc. - "Golden State") 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 State'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, and the entire
foregoing result shall be divided by the conversion price.  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 Addendum to
Convertible Debenture and Warrant to Purchase Common Stock with Golden
State 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).

     La Jolla Cove Investors, Inc. ("LJCI") was a party to a
Securities Purchase Agreement and accompanying 7 3/4% Convertible
Debenture, Warrant to Purchase Common Stock and Registration Rights
Agreement with RMD Technologies, Inc. (collectively, as amended, "RMD
Documents"), pursuant to which LJCI had advanced a total of $250,000
to RMD Technologies, Inc. (the "RMD Advance").  LJCI assigned its
interest in the RMD Documents and the RMD Advance to Golden State.
Under another Addendum to Convertible Debenture and Warrant to
Purchase Common Stock, dated May 24, 2007, Golden State agreed to
deliver an aggregate of $825,000 in cash and other transferable rights
and obligations to the Company ("GGI Prepayment").  The GGI Prepayment
represented a prepayment towards the future exercise of warrant shares
under the two warrants.  Under this Addendum, Golden State delivered
to the Company $275,000 of the GGI Prepayment in cash ("First
Prepayment"), and upon the earlier to occur of (i) the date that
$100,000 or less of the First Prepayment remains outstanding after the
application of the remaining amount of the First Prepayment to the
exercise of warrant shares under the Warrants pursuant to the terms of
this Addendum, or (ii) the date that is thirty days from the date of
this Addendum, Golden State transferred the RMD Advance and the RMD
Documents to the Company.  Such transfer of the RMD Advance from
Golden State to the Company is to constitute $250,000 of the GGI
Prepayment ("Second Prepayment").  For so long as any amount of the
First Prepayment remains outstanding, such sums from the First
Prepayment are first applied to any exercise of warrant shares under
the warrants by Golden State, as set forth thereunder, until all of
the First Prepayment shall be so applied.

     Upon the earlier to occur of (i) the date that $100,000 or less
of the Second Prepayment remains outstanding after the application of
the remaining amount of the Second Prepayment to the exercise of the
warrant shares under the warrants pursuant to the terms of this
Addendum, or (ii) the date that is thirty days from the date hereof,
Golden State delivered the remaining $300,000 of the GGI Prepayment in
cash ("Third Prepayment") to the Company.  Such transfer of the Third
Prepayment constituted the final payment due from Golden State to the
Company.  For so long as any amount of the Second Prepayment remains
outstanding, such sums from the Second Prepayment are first applied to
any exercise of the warrant shares under the warrants by Golden State
prior to any amount of the Third Prepayment being applied to such
exercises, until all of the Second Prepayment is so applied.

     In the event that any portion of the GGI Prepayment remains
outstanding and not applied to the exercise of warrant shares by
Golden State under the warrants (including any portion of the GGI
Prepayment for which warrant shares have not been delivered to GGI
upon an exercise by Golden State under the warrants) upon or after the
date that is nine months from the date of this Addendum, the Company
will, upon written request from Golden State, refund all such
outstanding amounts of the GGI Prepayment to Golden State within five
days from the date of Golden State's delivery to the Company of the
written request of such refund.

     In connection only with each Conversion under the Debenture that
is associated with any of the GGI Prepayment (as defined herein) (such
Conversions collectively referred to herein as the "Subsequent
Conversions") the Discount Multiplier for the Subsequent Conversions
shall be equal to the lesser of (i) $0.20, or (ii) 90% of the average
of the 3 lowest Volume Weighted Average Prices during the 20 Trading
Days prior to Holder's election to convert, or (iii) 90% of the Volume
Weighted Average Price on the Trading Day prior to Holder's election
to convert.

     On May 29, 2007, the Company and Golden State entered into an
Assignment and Assumption Agreement in connection with the assignment
and transfer to the Company all of RMD's rights, obligations, interests
and liabilities under the RMD Transaction.

     On June 15, 2007, the Company and Golden State entered into
another Addendum to Convertible Debenture and Warrant to Purchase
Common Stock.  Under this Addendum, Golden State delivered an
aggregate of $175,000 in cash to the Company within three days of the
date of this Addendum ("GGI June Prepayment").  The GGI June
Prepayment represents a prepayment towards the future exercise of
warrant shares under the warrants.

     In the event that any portion of the GGI June Prepayment remains
outstanding and not applied to the exercise of warrant shares by
Golden State under the warrants (including any portion of the GGI June
Prepayment for which warrant shares have not been delivered to Golden
State upon an exercise by Golden State under the warrants) upon or
after the date that is nine months from the date of this Addendum, the
Company will, upon written request from Golden State, refund all such
outstanding amounts of the GGI June Prepayment to Golden State within
five days from the date of Golden State's delivery to the Company of
the written request of such refund.  This did not occur and since the
nine month period has now expired, the Company and Golden State are in
the process of renegotiating an extended due date for the debenture.

     On September 17, 2007, the Company and Golden State entered into
a Rescission Agreement in connection with a rescission of the
Assignment and Assumption Agreement, dated as of May 29, 2007.  This
rescission was made due to certain issues that arose in connection
with the involvement of RMD Technologies, Inc. in this transaction.

     As of April 9, 2009, the Company had 188,880 shares of common
stock issued and outstanding balance of the debenture as of that date
of $146,342 that may be converted into an estimated 230,756,357 shares
of common stock based on the closing price of $0.08 on April 9, 2009
(conversion price is 82% of that amount: $0.0656) 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 State 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
$146,342 as of April 9, 2009 (excluding accrued interest), based on
market prices 25%, 50% and 75% below the closing market price as of
April 9, 2009 of $0.08:

                             Effective         Number             % of
% Below       Price Per      Conversion       of Shares       Outstanding
Market          Share          Price          Issuable           Stock (1)

25%             $0.06          $0.0492        312,553,211         99.94%

50%             $0.04          $0.0328        476,146,890         99.96%

75%             $0.02          $0.0164        966,660,305         99.98%

(1)  Based on outstanding shares of common stock of 188,880 as of
April 9, 2009.

     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 State is contractually required to exercise its
warrants and convert its debenture on a concurrent basis, subject to
certain conditions.  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 State
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 State 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 of 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 State may ultimately
convert and sell the full amount issuable on conversion.  Although
Golden State 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 State from converting and/or exercising some
of its holdings and then converting the rest of its holdings.  In this
way, Golden State 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 State.

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

     - pay late payments to Golden State 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 State, the Company must pay to Golden State a sum of
       money determined by multiplying up to the outstanding principal
       amount of the debenture designated by Golden State 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 State pursuant to a conversion, Golden
       State purchases (in an open market transaction or otherwise)
       shares of common stock to deliver in satisfaction of a sale by
       Golden State 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 State 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 State or redeem the debenture held by Golden State, 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 State 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 State 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 the Common Stock.

(a)  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.

(b)  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 a 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 effect 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-
K/Form 10-Q 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 1B.  UNRESOLVED STAFF COMMENTS.

     Not Applicable.

ITEM 2.  PROPERTIES.

     The Company currently owns $214,777 ($764,304 less depreciation
of $549,527) in fixed assets, $281,361 ($7,643,907 less amortization
of $7,362,546) of DVD and video game inventory and $1,116,937
($1,572,750 less amortization of $455813) of film libraries.  The
Company's corporate office is located in Franklin, Kentucky at the
chief executive officer's home-based office; the Company does not pay
rent for this office.  The Company leases a facility for its prior
operations.  The Company's leased properties are located at 130 West
Kentucky Avenue, Franklin, Kentucky 42134; five year lease (commenced
in January 2006), with a rent of $4,150 per month for a 5,600 square
foot space.

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, except as follows:

     (a)  On February 8, 2008, an action was filed in the United
States District Court, Western District of Pennsylvania, entitled
Mobile Satellite Communications v. GameZnFlix, Inc. et al.  In this
action, the plaintiff claims that it was damaged as a result of the
termination of the agreement covering leased television channels by
GNF Entertainment, LLC.  A judgment in the amount of $350,000 has been
rendered to the Plaintiff.

     (b)  On February 28, 2008, an action was filed in the Simpson
Circuit Court, Franklin, Kentucky, entitled CNET Networks, Inc v.
GameZnFlix, Inc., D/B/A GameZnFlix.com.  In this action, the plaintiff
claims that it was damaged as a result of not being paid for online
advertising requested by the President Donald Gallent of GameZnFlix,
Inc. in the amount of $96,000.  A judgment in the amount of $$67,038
has been rendered to the Plaintiff.

     (c)  On July 17, 2008, an action was filed in Simpson Circuit
Court, Franklin, Kentucky, entitled Ingram Entertainment, Inc. v. John
Fleming D/B/A GameZnFlix, Inc.  In this action, the plaintiff claims
that it was damaged as a result of not being paid for purchases made
in 2007 in the amount of $45,040.  A judgement in the amount of
$45,940 plus interest until settled was rendered on November 24, 2008.

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

     None.

PART II.

ITEM 5.  MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND
ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information.

     The Company's common stock began trading on the OTCBB 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."  With the
reverse split of the Company's common stock on September 6, 2007, the
symbol was changed to "GMFX."  With the reverse split of the Company's
common stock on April 9, 2009, the symbol was changed to "GMZN."  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, and are shown to reflect the 1 for 10,000 reverse
split of the common stock that occurred on April 9, 2009.

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on December 31, 2008

                                          High            Low

Quarter Ended December 31, 2008          $1.00            $1.00
Quarter Ended September 30, 2008         $2.00            $1.00
Quarter Ended June 30, 2008              $4.00            $1.00
Quarter Ended March 31, 2008             $2.00            $2.00

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on December 31, 2007

                                          High            Low

Quarter Ended December 31, 2007          $1,000.00        $17.00
Quarter Ended September 30, 2007         $4,000.00        $2,000.00
Quarter Ended June 30, 2007              $8,000.00        $4,000.00
Quarter Ended March 31, 2007             $18,000.00       $7,000.00

Holders of Common Equity.

     As of April 9, 2009, the Company had approximately 354
stockholders of record of its common stock.  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, 2008.

     There were no purchases of common stock of the Company by the
Company or its affiliates during the three months ended December 31, 2008.

ITEM 6. SELECTED FINANCIAL DATA.

     Not applicable.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.

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

Overview.

     The Company closed down its online movie (also referred to as a
"DVD") and video game rentals to subscribers through its Internet
website www.gameznflix.com in November 2008.  Therefore, the Company
intends to search for business opportunities, particularly toward
small and medium-sized enterprises (as outlined in the Business of the
Company section).

Results of Operations.

(a)  Revenues.

     The Company had gross revenues of $931,205 for the year ended
December 31, 2008 compared to $3,597,028 for the year ended December
31, 2007, a decrease of $2,665,823 or approximately 74%.  Gross
revenues decreased significantly during the year ended December 31,
2008 compared to the prior period primarily due to the closing of
operations caused by decreasing subscribers and lack of capital to
purchase inventory.   During the first quarter of 2007 the operating
management made attempt to drive subscriber membership.  This campaign
while it drove an increase in memberships during the first quarter
also depleted the budgets for the entire year of 2007 and has placed
the Company in a weak financial position.

(b)  Cost of Revenues.

     The Company had cost of revenues of $490,767 for the year ended
December 31, 2008 compared to $5,734,261 for the year ended December
31, 2007, a decrease of $5,243,494 or approximately 91%.  This
decrease was the result in a decrease in available funds for the
Company to use for such purposes.

(c)  Advertising.

     The Company had advertising expenses of $111,049 for the year
ended December 31, 2008 compared to $1,649,739 for the year ended
December 31, 2007, a decrease of $1,538,690, or approximately 93%.
Such advertising consisted of direct marketing through print, radio
and online Internet advertising.

(d)  Selling, General and Administrative Expenses.

     The Company had selling, general and administrative expenses of
$758,904 for the year ended December 31, 2008 compared to $5,103,844
for the year ended December 31, 2007, a decrease of $4,344,940 or
approximately 85%. The decrease in selling, general and administrative
expenses was principally due to the lack of working capital after the
first quarter advertising campaign of 2007.

(e)  Consulting Fees and Professional Fees

     The Company had consulting fees of $513,742 for the year ended
December 31, 2008 compared to $1,386,380 for the year ended December
31, 2007, a decrease of $872,638 or approximately 63%. Decrease in
consulting fees during the year ended December 31, 2008 compared to
the prior period was primarily a result of decreased need of business
consultants which was widely utilized during 2007 and legal fees
relating to debt collection actions

(f)  Net Loss.

     The Company had a net loss of $1,099,562 for the year ended
December 31, 2008 compared to $10,501,867 for the year ended December
31, 2007, a decrease of $9,402,305 or approximately 90%.  The
decreases in net losses are the result of the factors mentioned above.

Operating Activities.

     The net cash used in operating activities was $166,645 for the
year ended December 31, 2008 compared to $1,188,150 for the year ended
December 31, 2007, a decrease of $1,021,505 or approximately 86%.
This decrease is attributed to many changes from period to period,
including a decrease in depreciation and amortization, the payment of
stock based compensation, and an increase in accounts payable and
accrued expenses.

Investing Activities.

     Net cash used in investing activities was $0 for the year ended
December 31, 2008 compared to $1,695,514 for the year ended December
31, 2007, a decrease of $1,695,514 or 100%.  This decrease resulted
from decreased purchases of DVD's and games, film library, and other
fixed assets.

Liquidity and Capital Resources.

     As of December 31, 2008, the Company had total current assets of
$87,052 and total current liabilities of $3,010,264 resulting in a
working capital deficit of $2,923,212.  The cash balance as of
December 31, 2008 totalled $87,052.  The cash flow from financing
activities for the year ended December 31, 2008 resulted in a positive
cash flow of $228,721.  Overall, cash and cash equivalents for the
year ended December 31, 2008 increased by $62,076.

     The net cash provided by financing activities was $228,721 for
the twelve months ended December 31, 2008 from proceeds from stock
issuances under the financing arrangement with Golden State, as
discussed below, and issuances of stock to related parties.  The
Company's current cash and cash equivalents balance will not be
sufficient to fund its operations for the next twelve 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 State: A Securities Purchase Agreement with Golden State 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 State'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, and the entire
foregoing result shall be divided by the conversion price.  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 State may withdraw
its conversion notice. In addition, Golden State 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 December 31, 2008, a
total of 711 (after the 10,000 to 1 reverse stock split of April 9,
2009) shares were issued related to the warrant providing the Company
approximately $7,884,820.

     Golden State 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 State 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.  As
of December 31, 2008, a total of 650 (after the 10,000 to 1 reverse
stock split of April 9, 2009) shares were issued related to this new
warrant, providing the Company approximately $7,100,000.

     Under another Addendum to Convertible Debenture and Warrant to
Purchase Common Stock, dated May 24, 2007, Golden State agreed to
deliver an aggregate of $825,000 in cash and other transferable rights
and obligations to the Company ("GGI Prepayment").  The GGI Prepayment
represents a prepayment towards the future exercise of warrant shares
under the two warrants.  Under this Addendum, Golden State delivered
to the Company $275,000 of the GGI Prepayment in cash ("First
Prepayment"), and upon the earlier to occur of (i) the date that
$100,000 or less of the First Prepayment remains outstanding after the
application of the remaining amount of the First Prepayment to the
exercise of warrant shares under the Warrants pursuant to the terms of
this Addendum, or (ii) the date that is thirty days from the date of
the Addendum, Golden State is to transfer the RMD Advance and the RMD
Documents (as defined under Item 1A) to the Company.  Such transfer of
the RMD Advance from Golden State to the Company constituted $250,000
of the GGI Prepayment ("Second Prepayment").  For so long as any
amount of the First Prepayment remains outstanding, such sums from the
First Prepayment are first applied to any exercise of warrant shares
under the warrants by Golden State, as set forth thereunder, until all
of the First Prepayment shall be so applied.

     Upon the earlier to occur of (i) the date that $100,000 or less
of the Second Prepayment remains outstanding after the application of
the remaining amount of the Second Prepayment to the exercise of the
warrant shares under the Warrants pursuant to the terms of this
Addendum, or (ii) the date that is thirty days from the date hereof,
Golden State delivered the remaining $300,000 of the GGI Prepayment in
cash ("Third Prepayment") to the Company.  Such transfer of the Third
Prepayment constituted the final payment due from Golden State to the
Company.  For so long as any amount of the Second Prepayment remains
outstanding, such sums from the Second Prepayment are first applied to
any exercise of the warrant shares under the warrants by Golden State
prior to any amount of the Third Prepayment being applied to such
exercises, until all of the Second Prepayment is so applied.

     In the event that any portion of the GGI Prepayment remains
outstanding and not applied to the exercise of warrant shares by
Golden State under the Warrants (including any portion of the GGI
Prepayment for which warrant shares have not been delivered to GGI
upon an exercise by Golden State under the warrants) upon or after the
date that is nine months from the date of this Addendum, the Company
will, upon written request from Golden State, refund all such
outstanding amounts of the GGI Prepayment to Golden State within five
days from the date of Golden State's delivery to the Company of the
written request of such refund.

     In connection only with each Conversion under the Debenture that
is associated with any of the GGI Prepayment (as defined herein) (such
Conversions collectively referred to herein as the "Subsequent
Conversions") the Discount Multiplier for the Subsequent Conversions
shall be equal to the lesser of (i) $0.20, or (ii) 90% of the average
of the 3 lowest Volume Weighted Average Prices during the 20 Trading
Days prior to Holder's election to convert, or (iii) 90% of the Volume
Weighted Average Price on the Trading Day prior to Holder's election
to convert.

     On May 29, 2007, the Company and Golden State entered into an
Assignment and Assumption Agreement in connection with the assignment
and transfer to the Company all of RMD's rights, obligations, interests
and liabilities under the RMD Transaction.

     On June 15, 2007, the Company and Golden State entered into
another Addendum to Convertible Debenture and Warrant to Purchase
Common Stock.  Under this Addendum, Golden State delivered an
aggregate of $175,000 in cash to the Company within three days of the
date of this Addendum ("GGI June Prepayment").  The GGI June
Prepayment represents a prepayment towards the future exercise of
warrant shares under the warrants.

     In the event that any portion of the GGI June Prepayment remains
outstanding and not applied to the exercise of warrant shares by
Golden State under the warrants (including any portion of the GGI June
Prepayment for which warrant shares have not been delivered to Golden
State upon an exercise by Golden State under the warrants) upon or
after the date that is nine months from the date of this Addendum, the
Company will, upon written request from Golden State, refund all such
outstanding amounts of the GGI June Prepayment to Golden State within
five days from the date of Golden State's delivery to the Company of
the written request of such refund.  This did not occur and since the
nine month period has now expired, the Company and Golden State are in
the process of renegotiating an extended due date for the debenture.

     On September 17, 2007, the Company and Golden State entered into
a Rescission Agreement in connection with a rescission of the
Assignment and Assumption Agreement, dated as of May 29, 2007.  This
rescission was made due to certain issues that arose in connection
with the involvement of RMD Technologies, Inc. in this transaction.

     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 Game Libraries.

     DVD's and video games are recorded at historical cost and
depreciated using the straight-line method over a twelve-month period
with a salvage value of $1 per copy.  If the Company does sell any of
its DVD and video game 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 Income
Statement. Any accumulated depreciation associated with this item is
accounted for on a first-in-first-out basis and treated as a reduction
to depreciation expense in the month the loss is recognized.

(c)  Revenue Recognition and Cost of Revenue (all revenues reported in
this report reflect the old operations prior to the closing of
operations in November 2008).

     Until November 2008 the 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,
fulfilment 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.

(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-K 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-K, 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 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     Not applicable.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     Audited financial statements as of and for the years ended
December 31, 2008 and 2007 are presented in a separate section of this
report following Item 15.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.

     None.

ITEM 9A.  CONTROLS AND PROCEDURES.

     Not applicable.

ITEM 9A(T).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/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/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/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/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/principal financial officer,
to allow timely decisions regarding required disclosure.

Management's Annual Report on Internal Control over Financial Reporting.

     The Company's management also is required to assess and report
on the effectiveness of its internal control over financial reporting
in accordance with Section 404 of the Sarbanes-Oxley Act of 2002
("Section 404") (as codified in Rule 13a-15(f) or 15d-15(f)
promulgated under the Exchange Act).  This is to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with accounting principles generally accepted in the United
States of America and includes those policies and procedures that:

     - pertain to the maintenance of records that in reasonable detail
       accurately and fairly reflect the transactions and dispositions
       of the assets of the Company.

     - provide reasonable assurance that transactions are recorded as
       necessary to permit preparation of financial statements in
       accordance with accounting principles generally accepted in the
       United States of America and that receipts and expenditures of
       the Company are being made only in accordance with authorizations
       of management and directors of the company; and

     - provide reasonable assurance regarding prevention or timely
       detection of unauthorized acquisition, use or disposition of the
       company's assets that could have a material effect on the
       financial statements.

     Management assessed the effectiveness of the Company's internal
control over financial reporting as of December 31, 2008.  In making
this assessment and preparing its report, management used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway
Commission in Internal Control-Integrated Framework as required by
Section 404.

(a)  Material Weaknesses.

     A material weakness is a control deficiency, or combination of
control deficiencies, that results in more than a remote likelihood
that a material misstatement of the financial statements will not be
prevented (as defined under Public Accounting Oversight Board Auditing
Standard No. 5).  During their assessment, management has noted the
following material weaknesses in the Company's internal control over
financial reporting as of December 31, 2008:

     - the need to hire an in-house accountant trained in U.S. generally
       accepted accounting principles;

     - the need to upgrade its accounting software so as to provide for
       more timely access to financial reports; and

     - inadequate planning and execution of the Company's Section 404
       project to meet the requirements of the Sarbanes-Oxley Act of
       2002 on a timely basis.

     An independent consulting firm assisted management with its
assessment of the effectiveness of the Company's internal control over
financial reporting, including scope determination, planning,
staffing, documentation, testing, remediation and retesting and
overall program management of the assessment project.  In conclusion,
the Company's Chief Executive Officer determined that the Company did
not maintain effective internal control over financial reporting as of
December 31, 2008.

(b)  Remedial Measures.

     The Company is in the process of evaluating its material
weaknesses, as outlined above, and has already begun remediation
procedures to address these weaknesses.  In an effort to remediate the
identified material weaknesses and enhance its internal controls, the
Company has initiated, or plans to initiate, the following series of measures:

     - the Company is seeking to identify and hire (when funding will
       allow) an in-house accountant trained in U.S. generally accepted
       accounting principles;

     - the Company is seeking to identify and purchase (when funding
       will allow) upgraded  accounting software so as to provide for
       more timely access to financial reports; and

     - the Company is seeking to identify and hire (when funding will
       allow) personnel that will help with the planning and execution
       of the Company's Section 404 project to meet the requirements of
       the Sarbanes-Oxley Act of 2002.

     The Company continued to have the material weaknesses outlined above
throughout 2008 and will do so for at least a period of time during 2009.

     Notwithstanding the foregoing, the reportable conditions and
other areas of the Company's internal control over financial reporting
identified by it as needing improvement have not resulted in a
material restatement of the financial statements.  Nor is management
aware of any instance where such reportable conditions or other
identified areas of weakness has resulted in a material misstatement
or omission in any report the Company has filed with the SEC.
However, it is reasonably possible that, if not remediated, one or
more of the identified material weaknesses noted above could result in
a material misstatement in our reported financial statements that
might result in a material misstatement in a future annual or interim period.

     This annual report does not include an attestation report of our
independent registered public accounting firm regarding internal
control over financial reporting.  Management's report was not subject
to attestation by this firm pursuant to temporary rules of the SEC
that permit the Company to provide only management's report in this
annual report.

Inherent Limitations of Control Systems.

     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 Internal Control Over Financial Reporting.

     There have not been any changes in the Company's internal control
over financial reporting (as such term is defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act) during the fourth quarter of
2007 that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial reporting.

ITEM 9B.  OTHER INFORMATION.

Subsequent Event.

     On April 9, 2009, the Company affected a 1 for 10,000 reverse
split of its common stock.  As a result of this reverse split, the
number of outstanding shares of common stock as of that date was
188,880.  Also, as of that date, the new trading symbol of the Company
on the OTCBB was "GMZN."  The Company did this reverse split in order
to position it for being involved in a new venture, when that venture
is located.

PART III.

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

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, except that Mr. Fleming is named in the action discussed in
Item 3(a) of this report.

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

     Mr. Fleming, age 60, was the managing partner of AFI Capital,
LLC, a venture capital company, located in San Diego, California for
the 5 years before joining the Company 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.

Mark Crist, Director.

     Mr. Crist, age 50, a director of the Company since July 2002, 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
2008, and certain written representations from executive officers and
directors, the Company is aware that the following required reports
were not timely filed: Form 3 to report the ownership by Flexible
Growth & Income Fund LLC of more than 10% of the outstanding common
stock of the Company (based on its most recent filed report -
September 30, 2007 Form 10-QSB).  The Company is unaware that any
other required reports were not timely filed.

Corporate Governance.

(a)  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.

(b)  Audit Committee.

     The Company's audit committee consists of Mr. Fleming, who is not
an independent director.  The audit committee has not adopted a
written charter.  Currently, the Audit Committee has no "financial
expert," as that term is defined in Item 407(d)(5) of Regulation S-K.

     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, but 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-K.

     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.

(c)  Other Committee of the Board of Directors.

     Other than the Audit Committee, 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.

(d)  Recommendation of Nominees.

     There have been no changes to the procedures by which security
holders may recommend nominees to the Company's board of directors.

ITEM 11.  EXECUTIVE COMPENSATION.

Summary Compensation Table.

     The following table presents compensation information for the year
ended December 31, 2008 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 Plan 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,
CEO (1)        2008     $ 22,083  -        -        -          -             -              -     $ 22,083
               2007     $135,833  -        -        -          -             -              -     $135,833
               2006     $263,250  -        -        -          -             -              -     $263,250

Donald N.
Gallent,
former
Pres. (2)      2007     $100,625  -        -        -          -             -              -     $100,625
               2006     $200,000  -        -        -          -             -              -     $200,000

Arthur De
Joya,
former
CFO (4)        2007     $ 60,000  -        -        -          -             -              -     $ 60,000
               2006     $ 46,000  -    $82,500      -          -             -              -     $128,500
</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.  He resigned both positions on May 24, 2007.

(3)  On March 11, 2005, the Company issued 200,000 (after the 1 for
10,000 reverse split of April 9, 2009) 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.  He resigned this position on December 14, 2007.

Executive Officer Contracts.

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.

     This agreement was not renewed in September 2008 as Mr. Fleming
wishes to pursue a new direction for the Company before entering into
a new employment agreement.

     Mr. Fleming has not taken any salary from the Company since
January 2008.  In addition, he has released the Company from any
liability for unpaid amounts under the agreement for 2007 and 2008.

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>             <C>            <C>      <C>       <C>        <C>          <C>             <C>
John Fleming,
CEO                     1              -               -        $0.007   12/31/14       -           -            -                 -
Donald N.
Gallent,
Pres.                   1              -               -        $0.007   12/31/14       -           -            -                 -
Arthur De Joya,
CFO                     1              -               -        $0.007   12/31/14       -           -            -                 -
</TABLE>


(1)  Underlying share amounts reduced from 5,000,000 each due to the 1
for 1,000 reverse stock split of the common stock on September 6, 2007
and the 1 for 10,000 reverse split of the common stock on April 9,
2009 (rounded up to 1).

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 provides compensation of $2,500 per quarter to its
independent director, Mr. Crist.

ITEM 12.  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
April 9, 2009 (188,880 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                           708 (2)          0.38%
              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            708              0.38%
              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 188,880 shares issued and outstanding on April 9, 2009
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 1 share of
common stock, exercisable from the date of grant (December 31,
2004) at $0.007 per share (expiring on December 31, 2014)
(changed from an option for 5,000,000 shares as a result of the 1
for 1,000 reverse split of the common stock on September 6, 2007
and a 1 for 10,000 reverse split of the common stock on April 9, 2009).

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)  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, 2008, there were options for 3 (30,000 pre
split) shares that remain unexercised.  There are a total of
30,000,000 shares remaining to be issued under this plan (the
registered amount was not reduced by the reverse split).

(b)  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, 2008, all shares of common stock
registered under this plan have been issued.

(c)  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 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, 2008, all
shares of common stock registered under this plan have been issued.

(d)  2007 Stock and Option Plan.

     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 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.  As of December 31, 2008, all shares of
common stock registered under this plan have been issued.

                  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         3               $0.0075 per share    Stock
                                                              Incentive Plan:
                                                              30,000,000 shares
                                                              2006 Directors and
                                                              Consultant's Stock
                                                              Plan: 0;
                                                              2007 Stock
                                                              Incentive Plan:
                                                              0

Total                    3              $0.0075 per share     Stock
                                                              Incentive Plan:
                                                              30,000,000 shares
                                                              2006 Directors and
                                                              Consultant's Stock
                                                              Plan:  0;
                                                              Incentive Plan:
                                                              0
                                                              2007 Stock and
                                                              Option Plan 0


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.

     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)  At the time of the Company entering into the Addendum
to Convertible Debenture and Warrant to Purchase Common Stock, dated
May 24, 2007, which involved the transfer and assignment of the RMD
Technologies Inc. debenture and other documents to the Company, Mr.
Fleming was an affiliate stockholder of RMD Technologies.  Please see
Item 1(A) for a complete description of this transaction, and its
subsequent rescission.

     (b)  On August 1, 2007, the Company entered into a new Consulting
Services Agreement with De Joya & Company, Inc. (see Exhibit 10.10);
this agreement replaces the prior agreement, dated August 1, 2006.
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.  The Company accepted the resignation of Mr. De
Joya and De Joya and Company, Inc. on December 14, 2007, thereby
terminating this agreement.

     (c)  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 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-Q's: 2008: approximately
$40,000; 2007: approximately $40,000.

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.

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

     The following documents are being filed as a part of this report
on Form 10-K:

     (a)  Audited financial statements as of and for the years ended
December 31, 2008 and 2007; and

     (b)  Those exhibits required by Item 601 of Regulation S-K
(included or incorporated by reference in this document are set forth
in the Exhibit Index).

                               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: April 21, 2009                  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 Officer         April 21, 2009
John Fleming             (principal financial and
                         accounting
                         officer)/Secretary/Director

/s/  Mark Crist          Director                        April 21, 2009
Mark Crist

          REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
GameZnFlix, Inc.

We have audited the accompanying consolidated balance sheets of
GameZnFlix, Inc. and Subsidiaries (a Nevada corporation) as of
December 31, 2008 and 2007, and the related consolidated statements of
operations, changes in stockholders' equity (deficit), and cash flows
for the years ended December 31, 2008 and 2007.  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, 2008 and 2007,
and the results of its operations and cash flows for the years ended
December 31, 2008 and 2007, in conformity with accounting principles
generally accepted in the United States of America.


/s/ Child, Van Wagoner & Bradshaw, PLLC
Child, Van Wagoner & Bradshaw, PLLC
Certified Public Accountants
Salt Lake City, Utah
April 15, 2009


                              GAMEZNFLIX, INC.
                       CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>
                                                            December 31, 2008     December 31, 2007
ASSETS
<S>                                                           <C>                     <C>
Current assets
  Cash                                                        $   87,052              $   24,976
  Accounts receivable                                                 --                  77,235
  Inventory                                                           --                  23,028
  Prepaid expenses                                                    --                  15,000
  Other assets                                                        --                 157,013

   Total current assets                                           87,052                 297,252

DVD's and video games libraries, net of
Accumulated  amortization of $7,362,546 for both periods         281,361                 281,361
Fixed assets, net of accumulated depreciation of $549,527
and $405,875, respectively                                       214,777                 548,806
Film library, net of accumulated amortization of $455,813
and $259,219, respectively                                     1,116,937               1,313,531
Other assets                                                       3,650                   3,650

   Total assets                                               $1,703,777              $2,444,600

                               LIABILITIES AND STOCKHOLDERS' EQUITY
                                           (DEFICIT)

Current liabilities
  Accounts payable and accrued expenses                       $1,784,914              $1,778,092
  Bank overdraft                                                      --                  49,203
  Deferred revenue                                                    --                  30,227
  Current portion of long-term notes payable                     642,427                 535,552
  Notes payable - related party                                   40,920                 191,351
  Advance from Golden State Investors, Inc.                      542,003                 521,298

   Total current liabilities                                   3,010,264               3,105,723

Note payable, less current portion of $0 and
$535,552, respectively                                                --                 100,497
Convertible debenture, net of unamortized debt
   discounts of $56,681 and $76,725, respectively                 89,051                  70,660

   Total liabilities                                           3,099,315               3,276,880

Stockholders' equity (deficit)
  Common stock; $0.001 par value; 5,000,000,000
   shares authorized, 188,880 and 18,585
   issued and outstanding, respectively (1)                          189                      19
  Additional paid-in capital                                  43,788,628              43,277,494
  Stock subscriptions receivable                                      --                 (25,000)
  Accumulated deficit                                        (45,184,355)            (44,084,793)

Total Stockholders' Equity (Deficit)                         ( 1,395,538)               (832,280)

Total liabilities and stockholders' equity (deficit)        $  1,703,777            $  2,444,600
</TABLE>


(1)  Adjusted for a 1 for 1,000 reverse split of the common stock
effective on September 6, 2007 and the 1 for 10,000 reverse split of
the common stock effective on April 9, 2009.

          See accompanying Notes to Consolidated Financial Statements


                                    GAMEZNFLIX, INC.
                        CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                            December 31, 2008     December 31, 2007
ASSETS
<S>                                                           <C>                     <C>

Revenues                                                      $  931,205             $ 3,597,028
Cost of revenues                                                 490,767               5,734,261
Gross profit                                                     440,438              (2,137,233)

Operating expenses
 Advertising                                                     111,049               1,649,739
 Consulting and professional fees                                513,742               1,386,380
 Depreciation and amortization                                   180,606                 211,165
  Selling, general and administrative                            758,904               5,103,844
   Total operating expenses                                    1,564,301               8,351,128

Loss from operations                                          (1,123,863)            (10,488,361)

Other income (expense)
  Interest expense                                               (54,204)                (30,370)
  Interest income                                                      4                  16,864
  Loss on disposition of asset                                  (122,896)                     --
  Gain on cancellation of debt                                   201,397                      --
   Total other income (expense)                                   24,301                 (13,506)

Loss before provision for income taxes                        (1,099,562)            (10,501,867)

Provision for income taxes                                            --                      --

Net loss                                                     $(1,099,562)           $(10,501,867)

Loss per common share - basic and diluted (1)                $     (7.00)           $  (5,048.97)

Weighted average common shares outstanding
   - basic and diluted (1)                                       157,191                   2,080
</TABLE>


(1)  Adjusted for a 1 for 1,000 reverse split of the common stock
effective on September 6, 2007 and the 1 for 10,000 reverse split of
the common stock effective on April 9, 2009.

      See accompanying Notes to Consolidated Financial Statements


                                    GAMEZNFLIX, INC.
        CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                  FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007




<TABLE>
<CAPTION>
                                                             Additional      Stock                                   Total
                                            Common Stock      Paid-In     Subscriptions          Accumulated    Stockholders'
                                         Shares(1)   Amount    Capital       Receivable             Deficit         Equity
<S>                                      <C>         <C>        <C>           <C>                     <C>             <C>
Balance, December 31, 2006                  519     $    1     $ 40,433,970    $(1,000,000)        $(33,582,926)  $ 5,851,045

Issuance of common stock for services,
  weighted average price of $0.001       10,970         11        1,371,045             --                   --     1,371,056

Issuance of common stock for cash         4,037          4          176,696        (25,000)                  --       151,700

Issuance of common stock
  related to debt
 conversion and exercise of
  related stock
  warrants - Golden State
  Investors, Inc.                        3,074           3        2,295,783            --                    --     2,295,786

Cancellation of stock subscriptions
  receivable                               (15)         (0)      (1,000,000)     1,000,000                   --            --

Net loss                                    --          --               --             --          (10,501,867)  (10,501,867)

Balance, December 31, 2007              18,585          19       43,277,494        (25,000)         (44,084,793)     (832,280)

Issuance of common stock for services,
  average price of $0.0005              78,235          78          363,060             --                   --       363,138

Issuance of common stock for cash       28,760          29           42,871         25,000                   --        67,900

Issuance of common stock
  related to debt
  conversion and exercise of
  related stock   warrants -
  Golden State Investors, Inc.          63,300          63          105,203             --                   --       105,266

Net loss                                    --          --               --             --           (1,099,562)   (1,099,562)

Balance, December 31, 2008             188,880    $    189      $43,788,628      $      --         $(45,184,355) $ (1,395,538)
</TABLE>


(1)  Adjusted for a 1 for 1,000 reverse split of the common stock
effective on September 6, 2007 and the 1 for 10,000 reverse split of
the common stock effective on April 9, 2009.

See accompanying Notes to Consolidated Financial Statements


                            GAMEZNFLIX, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>
                                                            December 31, 2008     December 31, 2007
<S>                                                           <C>                     <C>
Cash flows from operating activities:
  Net loss                                                    $ (1,099,562)           $(10,501,867)
  Adjustments to reconcile net loss to net
  cash used in operating activities:
  Stock-based compensation                                         363,138               1,371,056
  Debt discount amortization related
  to convertible debenture                                          20,044                  19,989
  Depreciation and amortization                                    377,200               3,916,832
  Cancellation of debt                                            (138,897)                     --
  Bad Debts expense                                                     --                 520,000
  Loss on disposal of assets                                       122,896                      --

Changes in operating assets and liabilities:
  Change in accounts receivable                                     14,735                  77,159
  Change in inventory                                               40,041                   4,800
  Change in prepaid expenses                                        15,000                 414,926
  Change in other assets                                           140,000                 713,034
  Change in accounts payable and accrued expenses                   58,190               2,345,616
  Change in bank overdraft                                         (49,203)                 49,203
  Change in deferred revenue                                       (30,227)               (118,898)

Net cash used in operating activities                             (166,645)             (1,188,150)

Cash flows from investing activities:
 Purchase of DVD's & games library                                      --              (1,551,691)
 Purchase of film library                                               --                 (99,750)
 Purchase of fixed assets                                               --                 (44,073)

Net cash used in investing activities                                   --              (1,695,514)

Cash flows from financing activities:
  Proceeds on notes payable                                         38,000                      --
  Payments on notes payable                                        (31,623)                     --
  Proceeds from advances from Golden State Investors, Inc.         104,874                  54,783
  Proceeds from convertible debenture                                   --                  51,020
  Proceeds from related party notes payable                         24,570                  16,351
  Proceeds from stock issuances                                     92,900               2,443,852

Net cash provided by investing activities                          228,721               2,566,006

Net change in cash and cash equivalents                             62,076                (317,658)

Cash, beginning of period                                           24,976                 342,634

Cash, end of period                                             $   87,052              $   24,976
</TABLE>



See accompanying Notes to Consolidated Financial Statements


                                      GAMEZNFLIX, INC.
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            DECEMBER 31, 2008 AND 2007

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.

In November 2008, the Company halted its previous operations of
providing online movie (also referred to as a "DVD") and video game
rentals to subscribers through its Internet website
www.gameznflix.com.  The Company is now working on additional business
plans for its future operations.

Basis of Presentation.

The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries that include Naturally Safe
Technologies, Inc. ("NSTI"), GameZnFlix Entertainment, Inc. and
GameZnFlix Racing and Merchandising, Inc.  All intercompany balances
and transactions have been eliminated.  All common stock share numbers
reflect the 1 for 10,000 reverse split of the Company's common stock
on April 9, 2009.

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 non-interest-bearing accounts
that currently do 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, 2008.

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 Game Libraries.

DVD's and video games are recorded at historical cost and depreciated
using the straight-line method over a twelve-month period with a
salvage value of $1 per copy.  If the Company does sell any of its DVD
and video game 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 Income
Statement. Any accumulated depreciation associated with this item is
accounted for on a first-in-first-out basis and treated as a reduction
to depreciation expense in the month the loss is recognized.

Revenue Recognition and Cost of Revenue (all revenues reported in this
report reflect the old operations prior to the closing of operations
in November 2008).

Until November 2008 the 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,
fulfilment 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.

Fulfilment Expenses (all fulfilment centers have been closed as of the
date of this report).

Fulfilment expenses represent those costs incurred in operating and
staffing the Company's fulfilment and customer service centers,
including costs attributable to receiving, inspecting and warehousing
the Company's DVD and video game libraries.

Advertising Costs

The Company expenses all costs of advertising as incurred. Advertising
costs for the years ended December 31, 2008 and 2007 were
approximately $111,049 and $1,649,739, 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, 2008, the Company has net operating loss carry
forwards totalling approximately $45,184,000. 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 2008 and 2007. During 2008 and 2007,
the number of potential common shares excluded from diluted weighted-
average number of outstanding shares was 3 and 3, 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, 2008, the Company accounted for stock-based
awards to employees in accordance with Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" and related
interpretations and has adopted the disclosure-only alternative of
SFAS No. 123R, "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. 123R.

Recent Pronouncements

In December 2007, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 141R, "Business Combinations".  SFAS No. 141R amends
SFAS No. 141 and provides revised guidance for recognizing and
measuring identifiable assets and goodwill acquired, liabilities
assumed, and any noncontrolling interest in the acquiree. It also
provides disclosure requirements to enable users of the financial
statements to evaluate the nature and financial effects of the
business combination. It is effective for fiscal years beginning on or
after December 15, 2008 and will be applied prospectively. We are
currently evaluating the impact of adopting SFAS No. 141R on our
consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling
Interests in Consolidated Financial Statements - an amendment of ARB
No. 51."  SFAS No. 160 requires that ownership interests in
subsidiaries held by parties other than the parent, and the amount of
consolidated net income, be clearly identified, labeled, and presented
in the consolidated financial statements. It also requires once a
subsidiary is deconsolidated, any retained noncontrolling equity
investment in the former subsidiary be initially measured at fair
value. Sufficient disclosures are required to clearly identify and
distinguish between the interests of the parent and the interests of
the noncontrolling owners. It is effective for fiscal years beginning
on or after December 15, 2008 and requires retroactive adoption of the
presentation and disclosure requirements for existing minority
interests. All other requirements shall be applied prospectively. We
are currently evaluating the impact of adopting SFAS No. 160 on our
consolidated financial statements.

In March 2008, FASB issued SFAS No. 161, "Disclosure about Derivative
Instruments and Hedging Activities - an amendment to FASB Statement
No. 133."  The use and complexity of derivative instruments and
hedging activities have increased significantly over the past several
years. Constituents have expressed concerns that the existing
disclosure requirements in SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," do not provide adequate
information about how derivative and hedging activities affect an
entity's financial position, financial performance, and cash flows.
Accordingly, this Statement requires enhanced disclosures about an
entity's derivative and hedging activities and thereby improves the
transparency of financial reporting. This Statement is effective for
financial statements issued for fiscal years and interim periods
beginning after November 15, 2008.

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally
Accepted Accounting Principles."  This statement identifies the
sources of accounting principles and the framework for selecting the
principles to be used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with
generally accepted accounting principles (GAAP) in the United States
(the GAAP hierarchy).  This statement is effective 60 days following
the SEC's approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, "the Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles."

In May 2008, the FASB issued SFAS No. 163, "Accounting for Financial
Guarantee Insurance Contracts-an interpretation of FASB Statement No.
60."  The premium revenue recognition approach for a financial
guarantee insurance contract links premium revenue recognition to the
amount of insurance protection and the period in which it is provided.
For purposes of this statement, the amount of insurance protection
provided is assumed to be a function of the insured principal amount
outstanding, since the premium received requires the insurance
enterprise to stand ready to protect holders of an insured financial
obligation from loss due to default over the period of the insured
financial obligation.  This Statement is effective for financial
statements issued for fiscal years beginning after December 15, 2008.

In April 2008, the FASB issued FASB Staff Position ("FSP") No. 142-3,
"Determination of the Useful Life of Intangible Assets."  FSP No. 142-
3 amends the factors that should be considered in developing renewal
or extension assumptions used to determine the useful life of a
recognized intangible asset under SFAS No. 142, "Goodwill and Other
Intangible Assets". FSP No. 142-3 is effective for fiscal years
beginning after December 15, 2008. The Company does not expect the
adoption of FSP No. 142-3 will have a material impact on the Company's
consolidated financial position, results of operations and cash flows.

In June 2008, the FASB ratified Emerging Issues Task Force ("EITF")
No. 08-3, "Accounting for Lessees for Maintenance Deposits Under Lease
Arrangements."  EITF No. 08-3 provides guidance for accounting for
nonrefundable maintenance deposits. It also provides revenue
recognition accounting guidance for the lessor.  EITF No. 08-3 is
effective for fiscal years beginning after December 15, 2008. The
Company does not expect the adoption of EITF No. 08-3 will have a
material impact on the Company's consolidated financial position,
results of operations and cash flows.

NOTE 2 - DVD'S AND VIDEO GAME LIBRARIES

DVD and video game libraries as of December 31, 2008 consisted of the
following:

     DVD and video games libraries                       $ 7,643,907
     Less accumulated amortization                        (7,362,546)

     DVD and video games libraries, net                  $   281,361

NOTE 3 - FIXED ASSETS

Fixed assets as of December 31, 2008 consisted of the following:

     Computers and software                             $    318,318
     Furniture and fixtures                                   53,119
     Vehicles                                                245,665
     Office building                                         337,579
                                                             954,579
     Less accumulated depreciation                          (739,904)

     Fixed assets, net                                  $    214,777

NOTE 4 - FILM LIBRARY

Film library at December 31, 2008 consists of various films acquired
throughout 2006.  The Company amortizes the film library over the
estimated useful life of eight years.  The film library consisted of
the following:

     Film library                                      $   1,572,750
     Less accumulated amortization                          (455,813)

     Film library, net                                 $   1,116,937

NOTE 5 - NOTE PAYABLE - RELATED PARTY

Note payable - related party as of December 31, 2008 consists of a
$40,920 to the Company's Chief Executive Officer, due on demand,
unsecured and bearing no interest.

NOTE 6 - CONVERTIBLE DEBENTURES

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 is 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 a
warrant to purchase 10,000 shares of common stock at an exercise price
of $1.09 per share.  The debt holder does not have the right and the
Company does not have the obligation to convert any portion of the
convertible debenture that will 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 No. 00-27, the Company has determined the
value of the convertible debenture and the fair value of the
detachable warrant 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 warrant 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, 2008 and 2007, the Company has amortized a total of
$43,319 and $17,581, respectively.

NOTE 7 - ADVANCE FROM GOLDEN STATE INVESTORS, INC.

An advance from Golden Gate Investors, Inc. (now know as Golden State
Investors, Inc. - "Golden State") totalling $542,003 at December 31,
2008 relates to funds advanced to the Company for future exercise of
warrants as discussed in Note 6.

NOTE 8 - COMMON STOCK

On September 6, 2007, the Company implemented a 1,000-to-1 reverse
stock split which has been applied to the accompanying financial
statements on a retroactive basis.

During 2008, the Company issued 109,695,034 free trading shares of
common stock for services with a weighted average of $0.001 per share.
$1,371,056 in expenses were recorded for these services.

During 2008, the Company issued 287,600,000 free trading shares of
common stock for cash of $67,900.

During 2008, the Company issued 633,000,000 free trading shares of
common stock relating to the debt conversion and exercise of related
stock warrants to Golden State Investors, Inc.

NOTE 9 - STOCK COMPENSATION PLANS

(a)  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, 2008,
there were options for 3 (30,000 pre split) shares that remain
unexercised, which result in all 30,000,000 shares remaining to be
issued under this plan (the registered amount was not reduced by the
reverse split).

(b)  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, 2008, all shares have been issued under this plan.

(c)  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 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, 2008, all
shares of common stock under this plan been used.

(d)  2007 Stock and Option Plan.

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 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.  As of December 31,
2008, all the shares have been issued under this plan.

NOTE 10 - SUBSEQUENT EVENT

On April 9, 2009, the Company affected a 1 for 10,000 reverse split of
its common stock.  As a result of this reverse split, the number of
outstanding shares of common stock as of that date was 188,880.  Also,
as of that date, the new trading symbol of the Company on the OTCBB
was "GMZN."  The Company did this reverse split in order to position
it for being involved in a new venture, when that venture is located.

                            EXHIBIT INDEX

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).

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).

4.34    2007 Stock and Option Plan, dated February 1, 2007
        (incorporated by reference to Exhibit 4 of the Form S-8
        filed on February 14, 2007).

4.35    Addendum to Convertible Debenture and Warrant to Purchase
        Common Stock, dated May 24, 2007 (incorporated by reference
        to Exhibit 4.35 of the Form 10-K filed on April 15, 2008).

4.36    Assignment and Assumption Agreement between Golden Gate
        Investors, Inc., RMD Technologies, Inc., and the Company,
        dated May 29, 2007 (incorporated by reference to Exhibit
        4.36 of the Form 10-K filed on April 15, 2008).

4.37    Addendum to Convertible Debenture and Warrant to Purchase
        Common Stock, dated June 15, 2007 (incorporated by reference
        to Exhibit 4.37 of the Form 10-K filed on April 15, 2008).

4.38    Rescission Agreement between Golden Gate Investors, Inc.,
        RMD Technologies, Inc., and the Company, dated September 17,
        2007 (incorporated by reference to Exhibit 4.38 of the Form
        10-K filed on April 15, 2008).

10.1    Consulting Services Agreement between the Company and De
        Joya & Company, Inc., dated July 9, 2004 (incorporated by
        reference to Exhibit 10.1 of the Form 10-KSB filed on
        February 1, 2006).

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).

10.10   Consulting Services Agreement between the Company and De
        Joya & Company, Inc., dated August 1, 2007 (incorporated by
        reference to Exhibit 10.10 of the Form 10-K filed on April
        15, 2008).

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).

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

32     Section 1350 Certification of John Fleming (filed herewith).