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

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
SEPTEMBER 30, 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)

(270) 598-0385
(Company's Telephone Number)


(Former Name, Former Address, and Former Fiscal Year, if Changed
Since Last Report)

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) has been subject to such filing requirements for the past 90 days. Yes X No .

Large accelerated filer [ ] Accelerated filer [ ]

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

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

As of September 30, 2008, the Company had 1,794,795,250 shares of common stock issued and outstanding.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION PAGE

         ITEM 1.  FINANCIAL STATEMENTS

                  CONSOLIDATED BALANCE SHEETS AS OF
                  SEPTEMBER 30, 2008
                  (UNAUDITED) AND DECEMBER 31, 2007                      4

                   CONSOLIDATED STATEMENTS OF OPERATIONS
                   (UNAUDITED) FOR THE THREE AND NINE MONTHS
                   ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007       6

                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                   (UNAUDITED) FOR THE NINE MONTHS ENDED
                   SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007             7

                   NOTES TO UNAUDITED CONSOLIDATED
                   FINANCIAL STATEMENTS                                  8

          ITEM 2.  MANAGEMIENT'S DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF
                   OPERATIONS                                           10

          ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
                  ABOUT MARKET RISK                                     23

          ITEM 4.  CONTROLS AND PROCEDURES                              23

          ITEM 4(T).  CONTROLS AND PROCEDURES                           23

PART II - OTHER INFORMATION

          ITEM 1.  LEGAL PROCEEDINGS                                    24

          ITEM 1A. RISK FACTORS                                         24

          ITEM 2.  UNREGISTERED SALES OF EQUITY
                   SECURITIES AND USE OF PROCEEDS                       24

          ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                      24

          ITEM 4.  SUBMISSION OF MATTERS TO A VOTE
                   OF SECURITY HOLDERS                                  25

          ITEM 5.  OTHER INFORMATION                                    25

ITEM 6. EXHIBITS 25

SIGNATURES 25

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCAL STATEMENTS.

GAMEZNFLIX, INC.
CONSOLIDATED BALANCE SHEETS

                                                  September 30, 2008          December 31, 2007
                                                      (Unaudited)

                                             ASSETS
Current assets
  Cash                                                $   33,928                  $   24,976
  Accounts receivable                                     76,956                      77,235
  Inventory                                               23,028                      23,028
  Prepaid expenses                                         5,000                      15,000
  Other assets                                           143,084                     157,013
                                                      __________                  ___________
     Total current assets                                281,996                     297,252

DVD's and video games library, net of accumulated
   Amortization of $7,362,546 for both periods           295,069                     281,361
Fixed assets, net of accumulated depreciation of
   $543,152 and $405,875, respectively                   431,126                     548,806
Film library, net of accumulated amortization of
   $407,151 and $259,219, respectively                 1,171,438                   1,313,531
Other assets                                               3,650                       3,650
                                                      __________                  ___________

Total assets                                         $ 2,183,279                 $ 2,444,600
                                                     ___________                 ____________

                      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities
  Accounts payable and accrued expenses              $ 1,854,075                 $ 1,778,092
  Bank overdraft                                              --                      49,203
  Deferred revenue                                         2,160                      30,227
  Current portion of long-term notes payable             535,552                     535,552
  Notes payable - related party                           83,715                     191,351
  Notes payable                                          268,365                          --
  Advance from Golden Gate Investors, Inc.               603,475                     521,298
  GNF clearing account                                     5,295
                                                     ___________                  ___________
     Total current liabilities                         3,352,637                   3,105,723

Note payable, less current portion of $535,552                --                     100,497
Convertible debenture, net of unamortized debt
   discounts of $61,720 and $76,725, respectively         85,665                      70,660

Total liabilities                                      3,438,302                   3,276,880

Stockholders' equity (deficit)
  Common stock; $0.001 par value; 5,000,000,000 shares
   authorized, 1,794,795,250 and 185,848,250 issued and
   outstanding, respectively                           1,794,795                     185,848
  Additional paid-in capital                          41,558,968                  43,091,665
  Stock subscriptions receivable                              --                     (25,000)
  Prepaid fees paid with common stock                         --                          --
  Accumulated deficit                                (44,608,786)                (44,084,793)
                                                    _____________               _____________

Total stockholders' equity (deficit)                  (1,255,023)                   (832,280)
                                                    _____________                ------------
Total liabilities and stockholders'
  equity (deficit)                                  $  2,183,279                $  2,444,600
                                                    ____________                _____________

See Accompanying Notes to Consolidated Financial Statements

GAMEZNFLIX, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

                                               For the Three Months Ended     For the Nine Months Ended
                                                     September 30,                 September 30,
                                                 2008          2007             2008          2007
Revenues                                         $   179,803   $   916,021      $   865,867   $ 2,757,204
Cost of revenues                                      86,364       968,254          374,867     4,526,241
                                                 ___________   ___________       __________   ____________
  Gross profit                                        93,439       (52,233)         491,000    (1,769,037)

Operating expenses
  Advertising                                         39,757       118,031          100,862     1,215,502
  Consulting and professional fees                    18,652       566,584           56,339       892,225
  Depreciation and amortization                       46,696       100,501          141,237       276,610
  Selling, general and administrative                120,783     1,124,397          698,161     4,161,687
                                                 ___________    __________       __________    ___________
     Total operating expenses                        225,888     1,909,513          996,599     6,546,024

Loss from operations                                (132,449)   (1,961,746)        (505,599)   (8,315,061)

Other income (expense)
  Interest expense                                    (8,595)      (30,049)         (22,644)      (43,734)
  Interest income                                         --            32            4,250        16,827
  Other income (expense)                                  --            --               --            -
                                                 ___________     _________         ________     __________
     Total other income (expense)                     (8,595)      (30,017)         (18,394)      (26,907)

Loss before provision for income taxes              (141,044)   (1,991,763)        (523,993)   (8,341,968)

Provision for income taxes                                --            --               --            --
                                                  __________     _________        _________    ___________

Net loss                                         $  (141,044)    $(1,991,763)    $ (523,993)  $(8,341,968)
                                                 ____________    ____________    ___________  ____________

Loss per common share - basic and diluted        $     (0.00)    $     (0.21)    $    (0.00)  $     (2.08)
                                                 ____________    ____________    ___________  ____________

Weighted average common shares outstanding -
  basic and diluted                             1,571,914,000      9,602,890(1) 925,770,092   4,008,175(1)

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

See Accompanying Notes to Consolidated Financial Statements

GAMEZNFLIX, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

                                                                     For the Nine Months Ended
                                                                           September 30,
                                                                        2008            2007
Cash flows from operating activities:
  Net loss                                                            $   (523,993)     $(8,341,968)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
     Stock-based compensation                                                8,400        1,009,839
     Debt discount amortization related to convertible debenture            14,196
     Depreciation and amortization                                         285,149        3,175,870
     Bad debts expense                                                                      520,000
  Changes in operating assets and liabilities:
     Change in accounts receivable                                             279           90,158
     Change in inventory                                                     4,800
     Change in prepaid expenses                                             10,000          492,674
     Change in other assets                                                 13,929          144,204
     Change in accounts payable and accrued expenses                        75,983        1,602,332
     Change in bank overdraft                                              (49,203)           4,100
     Change in deferred revenue                                            (28,067)         (44,488)
     Change in GNF clearing account                                          5,295               --
                                                                     _____________     _____________
       Net cash used in operating activities                              (202,228)      (1,328,283)

Cash flows from investing activities:
  Purchase of DVD's & games libraries                                      (19,486)      (1,319,692)
  Purchase of film library                                                      --          (99,750)
  Purchase of fixed assets                                                 (19,598)         (42,113)
                                                                     ______________     ____________
       Net cash used in investing activities                               (39,084)      (1,461,555)

Cash flows from financing activities:
  Proceeds of notes payable                                                                 (76,812)
  Proceeds from advances from Golden Gate Investors, Inc.                   82,177          279,778
  Proceeds from convertible debenture                                       15,005           60,000
  Payments to related party notes payable                                 (107,636)              --
  Proceeds from related party notes payable                                     --           28,000
  Proceeds from stock issuances                                             92,850        2,156,238
  Proceeds from short-term debt                                            167,868
                                                                    ______________      ____________
       Net cash provided by financing activities                           250,264        2,447,204

Net change in cash and cash equivalents                                      8,952         (342,634)

Cash, beginning of period                                                   24,976          342,634
                                                                     _____________     _____________

Cash, end of period                                                $        33,928     $          __

See Accompanying Notes to Consolidated Financial Statements

GAMEZNFLIX, INC.
NOTES TO UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of GameZnFlix, Inc., A Nevada Corporation ("Company"), have been prepared in accordance with Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The financial statements should be read in conjunction with the Form 10-KSB of the Company for the year ended December 31, 2007.

The interim financial statements present the balance sheet, statements of operations, stockholders' equity, and cash flows of the Company. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States.

The interim financial information is unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position as of September 30, 2008 and the results of operations, stockholders' equity, and cash flows for the three and nine months then ended. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year.

The Company provides online digital video disk ("DVD") movie and video game rentals to subscribers through its Internet website www.gameznflix.com. Aside from having a comprehensive movie library of titles, the Company also provides subscribers with access to a comprehensive games library of Xbox, Playstation 2, Playstation, and Nintendo Gamecube titles. Subscribers of the Company are located within the United States of America. The Company maintains its headquarters in Franklin, Kentucky.

2. SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates - The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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

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

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.

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

Cost of subscription revenues consists of referral expenses, fulfillment expenses, and postage and packaging expenses related to DVD's and video games provided to paying subscribers. Revenue sharing expenses are recorded as DVD's subject to revenue sharing agreements are shipped to 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.

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.

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:

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. The Company has resolved this matter and with payment settlement to be made within 90 days of the filed settlement. As of September 30, 2008, the Company has not yet raised the capital to pay the debt under the agreement.

4. STOCK TRANSACTIONS

During the nine months ended September 30, 2008, options covering approximately 277,600,000 (corrected from 287,600,000 at June 30, 2008) shares of common stock were exercised at an average strike price of $0.00024 per share for total consideration of $67,900. Accordingly, approximately 277,600,000 free trading shares of common stock were issued in accordance with option agreements covering these options.

During the nine months ended September 30, 2008, approximately 544,347,000 free trading shares of common stock were issued for professional/legal services and 144,000,000 free trading shares of common stock for programming services rendered. These shares were valued at a total of $ 68,835 ($0.0001 per share).

During the nine months ended September 30, 2008, the Company issued approximately 633,000,000 free trading shares of commons tock in conjunction with the convertible debenture being converted to equity and the related warrant purchase. 632,889,646 shares were issued for the conversion of debt of $1,029 and 110,354 shares were issued for the warrants exercised at a price of $1.09 per share or $104,656, which was offset against the advanced funds received from the warrant holder.

ITEM 2. 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 unaudited financial statements and related notes included elsewhere in this Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States.

Overview.

The Company, through its website www.gameznflix.com and www.gnfgames.com, is an online video game and DVD movie rental business dedicated to providing subscribers a quality rental experience. The Company offers subscribers a reliable, web-based alternative to traditional store-based DVD and video game rentals on a national scale with an extensive library of video game and DVD titles. The Company offers subscribers several different subscription plans ranging from $8.99 per month to $16.99 per month. The Company's more popular $16.99 per month subscription plan allows subscribers to have up to three DVD and video game titles out at the same time with no due dates, late fees, or shipping charges. Subscribers select titles at the Company's website which are then sent via U.S mail with a prepaid return mailer. The Company offers a high level of customer service, quality DVD and video game titles, and superior product availability.

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

In October 2005, the Company entered into an agreement with Circuit City Stores, Inc. ("Circuit City") that provided for a pilot program in 27 retail stores and on the Circuit City website to promote services. On June 24, 2007, the Company entered into a definitive co- marketing agreement with Circuit City that specified a scheduled rollout of services to all the Circuit City stores beginning in May 2007 with a complete rollout by the end of June 2007. Although the overall number of subscribers obtained from the initial pilot program was not considered significant in relation to the overall number of new subscribers added during the six months ended June 30, 2005 and the six months ended June 30, 2007, the Company believes that our relationship with Circuit City brought more prominence and recognition to the Company. The current agreement with Circuit City ended in June 2007.

In August 2007, the Company entered into an agreement with the U.S. Army & Air Force Exchange ("AAFES") to provide video game and movie rentals to all current and retired members of the Army and Air Force personnel through the AAFES website. The agreement with AAFES gives the Company access to more than 11 million military personnel, retirees and their families.

During the fall of 2007, the Company further expanded its work with AAFES by developing an in store prepaid membership card. This program has been launched in late June 2007 with shipment of the cards to the AAFES central warehouse for their delivery to its military base locations.

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

In May 2007, the Company joined Mid-Night Gaming, a McDonald's restaurant cross-country tour visiting 10 cities in a motor coach "wrapped" in GameZnFlix advertisements (mobile advertising). At each chosen McDonald's location the group of sponsors (Nintendo, Coca Cola, 1UP, Best Buy, 2K Sports, IPlay and Spike) of the Mid-Night Gaming completion setup and allowed the public experience video gaming.

The Company anticipates running a similar marketing campaign in 2008 and will strive to secure affiliate partnerships for cross advertisements of each other's products/services.

During the first six months of 2007, the Company retained Moroch, an advertising and marketing firm, to perform data collection, focus groups and market analysis of the current console video game and DVD rental market as well as the Company's position within that market. The results of this study confirmed management's position that the Company has evolved into a gamer-driven source for console video games and DVD rentals. The report included a number of strategies to better position the Company within its target market, as well as ways to better serve and communicate with existing members.

The Company has taken the strategies and applied them to business model. This included a complete redesign of the website, development of new United States Postal Service ("USPS") mailer and marketing plan.

For the Company to see an increase growth will require it to make more significant capital investment in library content. Management continues to seek investment opportunities with the financial communities to meet this need. The Company's current infrastructure will allow it to service approximately 150,000 monthly subscribers before such significant investment would be required. The Company closely monitors its monthly growth rate to properly anticipate the timing of additional investment in library content, distribution infrastructure, and technology. During the past six months, the Company has continued using its re-designed its distribution network so that now makes use of seven USPS centers located in California (2), Florida, Maryland, Massachusetts, Texas, and Washington. These USPS postal drop centers, which have been developed with the cooperation of the USPS, are strategically located to service the subscriber base in each of their respective regions. There are two warehousing centers located in Colorado and Kentucky that house the inventory of video games and DVD titles for shipment. During the previous six months, this system under went testing and the distribution network achieved its goals of 100% order fulfillment on a daily basis, 100% processing of returned mailers on a daily basis and overall success upgrading the integrity and rental ability of the inventory. The results of this re-design have allowed the Company to reduce its employees to 4 employees and reduce related warehouse expenses.

During the nine months ended September 30, 2008, the Company's membership continued a steady decline. Management recognizes that although there were new memberships added during that period, it was not enough to exceed cancellation of memberships, which was primarily a result of not being able to purchase new inventory to meet the demands of members.

Results of Operations.

(a) Revenues.

The Company had gross revenues of $179,803 and $865,867 for the three and nine months ended September 30, 2008 compared to $916,021 and $2,757,204 for the three and nine months ended September 30, 2007, a decrease of $736,218 and $1,891,337 or approximately 80% and 66%, respectively. Gross revenues decreased significantly during the during the three and nine months ended September 30, 2008 compared to the prior periods primarily due to a smaller subscriber base compared to same periods in 2007 by a monthly subscriber base average of 5,300 compared to 6,400 in the prior nine months fueled by economic conditions and the Company's slower inventory purchasing

As of September 30, 2008, the Company had approximately 5,300 total subscribers. The Company continues to focus on growing our subscriber base through marketing and an affiliate partnership program. The Company's churn rate is approximately 29% for the nine months ended September 30, 2008 as compared with the prior period of approximately 16%. Churn rate is calculated by dividing customer cancellations in the period by the sum of beginning subscribers and gross subscriber additions, and then divided by the number of months in the period. Customer cancellations during the nine months ended September 30, 2008, includes cancellations from gross subscriber additions, which is included in the gross subscriber additions in the denominator.

(b) Cost of Revenues.

The Company had cost of revenues of $86,364 and $374,867 for the three and nine months ended September 30, 2008 compared to $968,254 and $4,526,241 for the nine months ended September 30, 2007, a decrease of $881,890 and $4,151,374 or approximately 91% and 92%, respectively. Cost of revenues decreased as a percentage to gross revenues during 2008 compared to 2007 primarily due to the company purchasing new inventory in a control fashion to match the membership.

(c) Advertising.

The Company had advertising expenses of $39,757 and $100,862 for the three and nine months ended September 30, 2008 compared to $118,031 and $1,215,502 for the three and nine months ended September 30, 2007, a decrease of $78,274 and $1,114,640 or approximately 66% and 92%, respectively. Such advertising consisted of a decrease in direct marketing through print, radio and online Internet advertising.

(d) Selling, General and Administrative Expenses.

The Company had selling, general and administrative expenses of $120,783 and $698,161 for the three and nine months ended September 30, 2008 compared to $1,124,397 and $4,161,687 for the three and nine months ended September 30, 2007, a decrease of $1,003,614 and $3,463,526 or approximately 89% and 83%, respectively. The decrease in selling, general and administrative expenses was principally due to the company downsizing compared to the same period in 2007

(e) Consulting and Professional Fees.

The Company had professional fees of approximately $18,652 and $56,339 for the three and nine months ended September 30, 2008 compared to $566,584 and $892,225 for the three and nine months ended September 30, 2007, a decrease of $547,932 and $835,886 or approximately 97% and 94%, respectively. The decrease in professional fees during the three and nine months ended September 30, 2008 compared to the prior periods was primarily a result of decreased need of business consultants which was widely utilized during 2007. The professional fees for the nine months ended are for securities and legal fees. Currently there are no outside consultants under agreement with the Company.

(f) Net Loss.

The Company had a net loss of $141,044 and $523,993 for the three and nine months ended September 30, 2008 compared to $1,991,763 and $8,341,968 for the three and nine months ended September 30, 2007, a decrease of $1,850,719 and $7,817,975 or approximately 93% and 94%, respectively. The decreases in net losses are the result of the factors mentioned above. The Company anticipates having a recurring net loss during the remainder of 2008.

Factors That May Affect Operating Results.

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

- market acceptance of and changes in demand for services;

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

- gain or loss of clients or strategic relationships;

- announcement or introduction of new services by us or by our competitors;

- price competition;

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

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

- changes in governmental regulation; and

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

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

The Company is also subject to the following specific factors that may affect its operations:

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

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

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

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

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

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

(b) The Company's Inability to Use Current Marketing Channels May Affect Its Ability to Attract New Subscribers.

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

(c) Selection of Certain Titles by Subscribers May Affect Costs.

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

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

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

(e) Competition May Affect the Business.

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

(f) Any Significant Disruption in Service on the Company's Website Could Result in a Loss of Subscribers.

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

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

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

(g) Potential Delivery Issues Could Result in a Loss of Subscribers.

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

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

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

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

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

(i) Any Required Expenditures as a Result of Indemnification Will Result in Increased Costs.

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 the Company's 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.

(j) The Inability to Issue Shares Upon Conversion of Debentures Would Require the Company to Pay Penalties to Golden Gate.

If the Company is unable to issue common stock, or fails to timely deliver common stock on a delivery date, the Company would be required to:

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

- at the election of Golden Gate, the Company must pay Golden Gate a sum of money determined by multiplying up to the outstanding principal amount of the convertible debenture designated by Golden Gate by 130%, together with accrued but unpaid interest thereon.

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

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

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

The convertible debenture issued to Golden Gate is due and payable, with 4 3/4% interest, three years from the date of issuance, unless sooner converted into shares of common stock. In addition, any event of default could require the early repayment of the convertible debentures at a price equal to 125% of the amount due under the debentures. The Company anticipates that the full amount of the convertible debentures, together with accrued interest, will be converted into shares of common stock, in accordance with the terms of the debenture. If the Company were 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 debentures when required, the debenture holder could commence legal action against it and foreclose on assets to recover the amounts due. Any such action may require the Company to curtail or cease operations.

Operating Activities.

The net cash used in operating activities was $202,228 for the nine months ended September 30, 2008 compared to $1,328,283 for the nine months ended September 30, 2007, a decrease of $1,126,055 or approximately 85%. This decrease is attributed to many changes from period to period, including the reduction in stock based compensation, depreciation and amortization, and a reduction in accounts receivable payable and accrued expenses.

Investing Activities.

Net cash used in investing activities was $39,084 for the nine months ended September 30, 2008 compared to $1,461,555 for the nine months ended September 30, 2007, a decrease of $1,422,471 or approximately 97%. This decrease resulted primarily from reduced purchases of DVD's, games, and films.

Liquidity and Capital Resources.

As of September 30, 2008, the Company had total current assets of $281,966 and total current liabilities of $3,352,637, resulting in a working capital deficit of $3,070,641. The Company's cash balance as of June 30, 2008 totaled $33,928. Overall, cash and cash equivalents for the nine months ended September 30, 2008 increased by $8,952.

As of December 31, 2007, the Company had total current assets of $297,252 and total current liabilities of $3,105,723 resulting in a working capital deficit of $2,808,471. The cash balance as of December 31, 2007 totaled $24,976. Overall, cash and cash equivalents for the year ended December 31, 2007 decreased by $317,658.

Net cash provided by financing activities was $250,264 for the nine months ended September 30, 2008 compared to $2,447,204 for the nine months ended September 30, 2007, a decrease of $2,196,940 or approximately 90%. This decrease resulted from a reduction of funds provided by Golden Gate Investors, Inc. as a result of the Addendum to Convertible Debenture and Warrant to Purchase Common Stock, between that firm and the Company (as discussed below)

The Company's current cash and cash equivalents balance will not be sufficient to fund its operations for the next twelve months. Therefore, 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 addition to the financing arrangement with Golden Gate.

In connection with this need for funding, the Company entered into a financing arrangement with Golden Gate: A Securities Purchase Agreement with Golden Gate on November 11, 2004 for the sale of (i) $150,000 in convertible debenture and (ii) a warrant to buy 15,000,000 shares of common stock. The shares underlying these securities were registered under a Form SB-2 registration statement filed in January 2005.

The warrant is exercisable into 15,000,000 shares of common stock at an exercise price of $1.09 per share. As of September 30, 2008, a total of 45,639 (post reverse split) shares have been issued related to the warrant providing the Company approximately $7,884,820.

The Company filed another registration statement under Form SB-2 during the first quarter of 2006 related to an amendment of the Securities Purchase Agreement with Golden Gate in which the debenture was increased to $300,000 and an additional warrant for 15,000,000 shares of common stock was issued (also exercisable at $1.09 per share into 20,339,100 shares of common stock, providing future funding of approximately $16,350,000). In connection with the increased debenture, $150,000 was disbursed to the Company in January 2006. As of September 30, 2008, a total of 110,354 (post reverse split) shares have been issued related to this new warrant, providing the Company approximately $7,100,000.

Whereas the Company has been successful in the past in raising capital, no assurance can be given that these sources of financing will continue to be available to it and/or that demand for equity/debt instruments will be sufficient to meet its capital needs, or that financing will be available on terms favorable to the Company. The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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

- curtail operations significantly;

- sell significant assets;

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

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

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

Inflation.

The impact of inflation on costs and the ability to pass on cost increases to the Company's customers over time is dependent upon market conditions. The Company is not aware of any inflationary pressures that have had any significant impact on 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) non-cash compensation valuation; (c) revenue recognition; and (d) impairment of long-lived assets. The methods, estimates and judgments the Company uses in applying these most critical accounting policies have a significant impact on the results it reports in the financial statements.

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

The preparation of these 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, the Company 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's and Video Games Libraries.

As of September 30, 2008, the Company had invested approximately $6,789,000 in its DVD and video game libraries resulting in approximately 50,000 DVD and video game titles available for rental. The Company acquires DVD and video games from distributors through a direct purchase agreement. Such purchases are recorded at the historical cost. The Company depreciates its DVD and video games libraries on a straight-line basis over a twelve-month period. The Company has not assigned a salvage value since it is its intention to not sell the libraries. In the event that the Company does sell a portion of its libraries as a result of slow moving title rentals, it will re-evaluate the policy of depreciation in relation to the salvage value.

(c) Revenue Recognition and Cost of Revenue.

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

Cost of subscription revenues consists of fulfillment expenses, and postage and packaging expenses related to DVD's and video games provided to paying subscribers. Revenue sharing expenses are recorded as DVD's subject to revenue sharing agreements are shipped to 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 sharing agreements.

(d) Non-Cash Compensation Valuation.

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

Forward Looking Statements.

Information in this Form 10-Q 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-Q, 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 risks and uncertainties include, but are not limited to, those discussed above as well as the risks set forth above under "Factors That May Affect Operating Results." These forward-looking statements speak only as of the date hereof. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Not applicable.

ITEM 4(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.

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 three months ended September 30, 2008 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

There have been no material developments in the legal proceedings as previously disclosed in response to Item 3 of Part I of the Company's latest Form 10-K, except as follows:

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. The Company has resolved this matter and with payment settlement to be made within 90 days of the filed settlement. As of September 30, 2008, the Company has not yet raised the capital to pay the debt under the agreement.

ITEM 1A. RISK FACTORS.

There have been no material changes in the risk factors as previously disclosed in response to Item 1A.of Part I of the Company's latest Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

There were no unregistered sales of the Company's equity securities during the three months ended September 30, 2008. There were no purchases of the Company's common stock by the Company or its affiliates during the three months ended September 30, 2008.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not Applicable.

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

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

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

SIGNATURE

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: November 19, 2008               By: /s/  John Fleming
                                       John Fleming,
                                       Chief Executive Officer
                                       (principal financial and
                                       accounting officer)

EXHIBIT INDEX

Number                         Description

2.1     Agreement and Plan of Merger between the Company 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 Company and stockholders
        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 Company and stockholders
        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 Company and stockholders
        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 Company 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 Company 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 Company 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 the Company 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 the Company 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 the Company 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 the Company (incorporated by reference to
        Exhibit 21 of the Form 10-KSB filed on April 1, 2005).

23      Consent of Child, Van Wagoner & Bradshaw, PLLC
        (incorporated by reference to Exhibit 23 of the Form 10-KSB
        filed on March 29, 2007).

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

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


EX-31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATION OF JOHN FLEMING

RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, John Fleming, certify that:

1. I have reviewed this quarterly report on Form 10-Q of GameZnFlix, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's independent registered public accounting firm and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: November 19, 2008               By: /s/  John Fleming
                                       John Fleming,
                                       Chief Executive Officer
                                       (principal financial and
                                       accounting officer)


EX-32

SECTION 1350 CERTIFICATION OF JOHN FLEMING

SECTION 1350 CERTIFICATION

In connection with the quarterly report of GameZnFlix, Inc. ("Company") on Form 10-Q for the quarter ended September 30, 2008 as filed with the Securities and Exchange Commission ("Report"), the undersigned, in the capacities and on the dates indicated below, hereby certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to their knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 19, 2008               By: /s/  John Fleming
                                       John Fleming,
                                       Chief Executive Officer
                                       (principal financial and
                                       accounting officer)