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

                                FORM S-8

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

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

                            2009 Stock and Option Plan
                            (Full Title of the Plan)

                             John Fleming, President
                                GameZnFlix, Inc.
                               1535 Blackjack Road
                             Franklin, Kentucky 42134
                                (270) 598-0395
           (Name, Address, and Telephone Number of Agent for Service)

                                 With a copy to:
                  Brian F. Faulkner, A Professional Law Corporation
                         27127 Calle Arroyo, Suite 1923
                      San Juan Capistrano, California 92675
                                 (949) 240-1361

     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]

                          CALCULATION OF REGISTRATION FEE


Title of          Amount to be      Proposed        Proposed      Amount of
Securities         Registered       Maximum        Aggregate   Registration Fee
to be                            Offering Price   Offering Price
Registered                           Per Share

Common Stock      500,000 (1)       $0.40 (2)        $200,000       $11.16

(1) Represents shares issuable pursuant to the Registrant's 2009 Stock
and Option Plan ("Plan").  This Registration Statement shall also cover
any additional shares of common stock which become issuable under the
Plan by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without the Registrant's receipt of
consideration which results in an increase in the number of the
outstanding shares of Registrant's common stock.

(2)  This offering price per share is calculated under Rule 457(h)(1)
(reference to Rule 457(c)) as the offering price is not known: average
of the bid and ask prices as of April 21, 2009 (within 5 business days
prior to the date of filing this registration statement).  See 2009
Stock and Option Plan, attached as Exhibit 4 to this Form S-8.

                                 PART I
       INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

     See Item 2 below.

ITEM 2.   COMPANY INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The documents containing the information specified in Part I, Items
1 and 2, shall be delivered to each of the participants in accordance
with Form S-8 and Rule 428 promulgated under the Securities Act of 1933.
The participants shall be provided a written statement notifying them
that upon written or oral request they will be provided, without charge,
(i) the documents incorporated by reference in Item 3 of Part II of the
registration statement, and (ii) other documents required to be
delivered pursuant to Rule 428(b). The statement will inform the
participants that these documents are incorporated by reference in the
Section 10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be directed.

                                   PART II
           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The documents listed in (a) through (c) below are incorporated by
reference in this Registration statement:

     (a)  The Company's latest annual report on Form 10-K for the fiscal
          year ended December 31, 2008, filed on April 22, 2009.

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of
          the Exchange Act since the end of the fiscal year covered by the
          Form 10-K referred to in (a) above.

     (c)  A description of the securities of the Company is contained in a
          Form SB-2 filed on March 30, 2006.

     All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be part thereof from the
date of filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
subsequently filed document which also is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

     Other than as set forth below, no named expert or counsel was hired
on a contingent basis, will receive a direct or indirect interest in the
small business issuer, or was a promoter, underwriter, voting trustee,
director, officer, or employee of the company.

     Brian F. Faulkner, A Professional Law Corporation, counsel for the
Company as giving an opinion on the validity of the securities being
registered, has previously received shares of common stock pursuant to
the Company's Non-Employee Directors and Consultants Retainer Stock
Plan, as amended, under Form S-8's in exchange for legal services
previously rendered, and to be rendered in the future, to the Company
under attorney-client contracts.  These legal services consist of advice
and preparation work in connection with reports of the Company filed
under the Securities Exchange Act of 1934, and other general corporate
and securities work for the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Limitation of Liability.

(a)  Articles of Incorporation and Bylaws.

     Neither the articles of incorporation nor bylaws of the Company
contain any provisions with regard to the liability of an officer and
director.

(b)  Nevada Revised Statutes.

     "NRS 78.138 Directors and officers: Exercise of powers; performance
of duties; presumptions and considerations; liability to corporation and
stockholders.

     (7)  Except as otherwise provided in NRS 35.230, 90.660, 91.250,
452.200, 452.270, 668.045 and 694A.030, a director or officer is not
individually liable to the corporation or its stockholders for any
damages as a result of any act or failure to act in his capacity as a
director or officer unless it is proven that:

     (a)  His act or failure to act constituted a breach of his
          fiduciary duties as a director or officer; and

     (b)  His breach of those duties involved intentional misconduct,
          fraud or a knowing violation of law."

Indemnification.

(a)  Articles of Incorporation and Bylaws.

     There are no provisions in the articles of incorporation with
regard to indemnification.  The bylaws of the Company provide the
following with respect to indemnification: Corporation shall indemnify
to the  fullest  extent  permitted  by law each  person that such law
grants the Corporation the power to indemnify."

(b)  Nevada Revised Statutes.

     "NRS 78.7502 Discretionary and mandatory indemnification of
officers, directors, employees and agents: General provisions.

     1.  A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation,
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he:

     (a) Is not liable pursuant to NRS 78.138 [directors and officers
         duty to exercise their powers in good faith and with a view to the
         interests of the corporation]; or

     (b) Acted in good faith and in a manner which he reasonably
         believed to be in or not opposed to the best interests of the
         corporation, and, with respect to any criminal action or
         proceeding, had no reasonable cause to believe his conduct was
         unlawful.

     The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the person is
liable pursuant to NRS 78.138 or did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, or that, with respect to any criminal
action or proceeding, he had reasonable cause to believe that his
conduct was unlawful.

     2.  A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him
in connection with the defense or settlement of the action or suit if he:

     (a) Is not liable pursuant to NRS 78.138; or

     (b) Acted in good faith and in a manner which he reasonably
         believed to be in or not opposed to the best interests of the
         corporation.

     Indemnification may not be made for any claim, issue or matter as to
which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to
the corporation or for amounts paid in settlement to the corporation,
unless and only to the extent that the court in which the action or suit
was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such expenses
as the court deems proper.

     3.  To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections 1
and 2, or in defense of any claim, issue or matter therein, the
corporation shall indemnify him against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the defense.

     NRS 78.751 Authorization required for discretionary
indemnification; advancement of expenses; limitation on indemnification
and advancement of expenses.

     1.  Any discretionary indemnification pursuant to NRS 78.7502,
unless ordered by a court or advanced pursuant to subsection 2, may be
made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or
agent is proper in the circumstances. The determination must be made:

     (a) By the stockholders;

     (b) By the board of directors by majority vote of a quorum
         consisting of directors who were not parties to the action, suit or
         proceeding;

     (c) If a majority vote of a quorum consisting of directors who were
         not parties to the action, suit or proceeding so orders, by
         independent legal counsel in a written opinion; or

     (d) If a quorum consisting of directors who were not parties to the
         action, suit or proceeding cannot be obtained, by independent legal
         counsel in a written opinion.

      2.  The articles of incorporation, the bylaws or an agreement
made by the corporation may provide that the expenses of officers and
directors incurred in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are incurred and in
advance of the final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the director or officer to
repay the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights
to advancement of expenses to which corporate personnel other than
directors or officers may be entitled under any contract or otherwise by law.

     3.  The indemnification pursuant to NRS 78.7502 and advancement of
expenses authorized in or ordered by a court pursuant to this section:

     (a) Does not exclude any other rights to which a person seeking
         indemnification or advancement of expenses may be entitled under
         the articles of incorporation or any bylaw, agreement, vote of
         stockholders or disinterested directors or otherwise, for either an
         action in his official capacity or an action in another capacity
         while holding his office, except that indemnification, unless
         ordered by a court pursuant to NRS 78.7502 or for the advancement
         of expenses made pursuant to subsection 2, may not be made to or on
         behalf of any director or officer if a final adjudication
         establishes that his acts or omissions involved intentional
         misconduct, fraud or a knowing violation of the law and was
         material to the cause of action.

     (b) Continues for a person who has ceased to be a director,
         officer, employee or agent and inures to the benefit of the heirs,
         executors and administrators of such a person.

     NRS 78.752  Insurance and other financial arrangements against
liability of directors, officers, employees and agents.

     (1)  A corporation may purchase and maintain insurance or make
other financial arrangements on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise for any liability asserted against him and
liability and expenses incurred by him in his capacity as a director,
officer, employee or agent, or arising out of his status as such,
whether or not the corporation has the authority to indemnify him
against such liability and expenses.

     (2)  The other financial arrangements made by the corporation
pursuant to subsection 1 may include the following:

     (a)  The creation of a trust fund.

     (b)  The establishment of a program of self-insurance.

     (c)  The securing of its obligation of indemnification by
          granting a security interest or other lien on any assets of the
          corporation.

     (d)  The establishment of a letter of credit, guaranty or surety.

     No financial arrangement made pursuant to this subsection may provide
protection for a person adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable for intentional
misconduct, fraud or a knowing violation of law, except with respect to
the advancement of expenses or indemnification ordered by a court.

     (3)  Any insurance or other financial arrangement made on behalf of
a person pursuant to this section may be provided by the corporation or
any other person approved by the board of directors, even if all or part
of the other person's stock or other securities is owned by the corporation.

     (4)  In the absence of fraud:

     (a)  The decision of the board of directors as to the propriety of
          the terms and conditions of any insurance or other financial
          arrangement made pursuant to this section and the choice of the
          person to provide the insurance or other financial arrangement is
          conclusive; and

     (b)  The insurance or other financial arrangement:

        (i)  Is not void or voidable; and

        (ii) Does not subject any director approving it to
             personal liability for his action, even if a director
             approving the insurance or other financial arrangement is a
             beneficiary of the insurance or other financial arrangement.

     (5)  A corporation or its subsidiary which provides self-insurance
for itself or for another affiliated corporation pursuant to this
section is not subject to the provisions of Title 57 of NRS."

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable

ITEM 8.  EXHIBITS.

     The Exhibits required by Item 601 of Regulation S-K, and an index
thereto, are attached.

ITEM 9.  UNDERTAKINGS.

     The undersigned Company hereby undertakes:

     (a)  (1) To file, during any period in which offers or sales are
          being made, a post-effective amendment to this registration
          statement:

        iii.  Include any material information with respect to
              the plan of distribution not previously disclosed in the
              registration statement or any material change to such
              information in the registration statement;

         (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at
         that time shall be deemed to be the initial bona fide offering
         thereof.

         (3)  To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain
         unsold at the termination of the offering.

         (6)  That, for the purpose of determining liability of the
         registrant under the Securities Act of 1933 to any purchaser in the
         initial distribution of the securities: The undersigned registrant
         undertakes that in a primary offering of securities of the
         undersigned registrant pursuant to this registration statement,
         regardless of the underwriting method used to sell the securities
         to the purchaser, if the securities are offered or sold to such
         purchaser by means of any of the following communications, the
         undersigned registrant will be a seller to the purchaser and will
         be considered to offer or sell such securities to such purchaser:

            i.  Any preliminary prospectus or prospectus of the
                undersigned registrant relating to the offering required
                to be filed pursuant to Rule 424;

            ii.  Any free writing prospectus relating to the offering
                 prepared by or on behalf of the undersigned registrant or
                 used or referred to by the undersigned registrant;

            iii. The portion of any other free writing prospectus relating
                 to the offering containing material information about the
                 undersigned registrant or its securities provided by or
                 on behalf of the undersigned registrant; and

            iv.  Any other communication that is an offer in the offering
                 made by the undersigned registrant to the purchaser.

     (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

     (h)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.

                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorize, in the City of Franklin, State of
Kentucky, on April 23, 2009.

                                       GameZnFlix, Inc.


                                       By: /s/  John Fleming
                                       John Fleming,
                                       Chief Executive Officer

                        Special Power of Attorney

     The undersigned constitute and appoint John Fleming their true and
lawful attorney-in-fact and agent with full power of substitution, for
him and in his name, place, and stead, in any and all capacities, to
sign any and all amendments, including post-effective amendments, to
this Form   S-8 Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting such attorney-in-fact the
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully
and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that such attorney-in-fact may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:

Signature                    Title                         Date

/s/  John Fleming        Chief Executive             April 23, 2009
John Fleming             Officer/Director

/s/  Mark Crist          Director                    April 23, 2009
Mark Crist

                                EXHIBIT INDEX

Number                           Description

4      2009 Stock and Option Plan, dated April 22, 2009 (filed
       herewith).

5      Opinion of Brian F. Faulkner, A Professional Law Corporation
       (filed herewith).

23.1   Consent of Child, Van Wagoner & Bradshaw, PLLC (filed herewith).

23.2   Consent of Brian F. Faulkner, A Professional Law Corporation
      (filed herewith).

                                EX-4
                     2007 STOCK AND OPTION PLAN


                          GAMEZNFLIX, INC.
                     2009 STOCK AND OPTION PLAN

1.  GENERAL PROVISIONS.

     1.1  Purpose.

     The GameZnFlix, Inc. 2000 Stock and Option ("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 GameZnFlix, Inc., a Nevada
corporation ("Company") and its Subsidiaries (as that term is defined
below) which it may have from time to time, to receive certain options
("Stock Options") to purchase the Company's common stock, one tenth of
one cent ($0.001) par value ("Common Stock"), and to receive grants of
Common Stock  subject to certain restrictions ("Grants").  As used in
this Plan, the term "Subsidiary" shall mean each corporation which is a
"subsidiary corporation" of the Company within the meaning of Section
424(f) of the Internal Revenue Code of 1986, as amended ("Code").  The
purpose of the Plan is to promote the interests of the Company and its
shareholders 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 shareholders.  The
services that shall be compensated for with such Stock Option and Grants
shall be bone fide services to be performed for the Company, which such
services shall neither be in connection with a capital raising function
for the Company nor in connection with making a market in the Common Stock.

     1.2  Administration.

     1.2.1  The Plan shall be administered by the Company's Board of
Directors ("Directors").  A majority of its members shall constitute a
quorum.  The Directors shall be governed by the provisions of the
Company's Bylaws and of Nevada law applicable to the Directors, except as
otherwise provided herein or determined by the Directors.

     1.2.2  The Directors shall have full and complete authority to
construe and interpret the Plan, to establish, amend and rescind rules
and regulations relating to the Plan, and to take all such actions and
make all such determinations in connection with the Plan as it may deem
necessary or desirable.  The Directors shall, in their discretion, but
subject to the express provisions of the Plan: approve the Employees
nominated by the management of the Company to be granted Grants or Stock
Options; to determine the number of Grants or Stock Options to be granted
to an Employee; to determine the time or times at which Grants or Stock
Options shall be granted; to establish the terms and conditions upon
which Grants or Stock Options may be exercised; to remove or adjust any
restrictions and conditions upon Grants or Stock Options; to specify, at
the time of grant, provisions relating to exercisability of Stock Options
and to accelerate or otherwise modify the exercisability of any Stock
Options; and to adopt such rules and regulations and to make all other
determinations deemed necessary or desirable for the administration of
the Plan.  All interpretations and constructions of the Plan by the
Directors, and all of its actions hereunder, shall be binding and conclusive
on all persons for all purposes.

     1.2.3  The Company hereby agrees to indemnify and hold harmless each
member of the Directors and each Employee of the Company, and the estate
and heirs of such member of the Directors or Employee, against all
claims, liabilities, expenses, penalties, damages or other pecuniary
losses, including legal fees, which such member of the Directors or
Employee, his or her estate or heirs may suffer as a result of his or her
responsibilities, obligations or duties in connection with the Plan, to
the extent that insurance, if any, does not cover the payment of such
items.  No member of the Directors or the Directors shall be liable for
any action or determination made in good faith with respect to the Plan
or any Grant or Stock Option granted pursuant to the Plan.

     1.3  Eligibility and Participation.

     Employees eligible under the Plan shall be approved by the Directors
from those Employees who, in the opinion of the management of the
Company, are in positions that enable them to make significant and
extraordinary contributions to the long-term performance and growth of
the Company.  In selecting Employees to whom Stock Options or Grants may
be granted, consideration shall be given to factors such as employment
position, duties and responsibilities, ability, productivity, length of
service, morale, interest in the Company and recommendations of supervisors.

     1.4  Shares Subject to the Plan.

     The maximum number of shares of Common Stock that may be issued
pursuant to the Plan shall be Five Hundred Thousand (500,000) subject to
adjustment pursuant to the provisions of paragraph 4.1.  If shares of
Common Stock Granted or issued under the Plan are reacquired by the
Company due to a forfeiture or for any other reason, such shares shall be
cancelled and thereafter shall again be available for purposes of the
Plan.  If a Stock Option expires, terminates or is cancelled for  any
reason without having been exercised in full, the shares of Common Stock
not purchased thereunder shall again be available for purposes of the Plan.

2.  GRANTS OF STOCK OPTIONS.

     2.1  Grants of Stock Options.

     The Directors may grant Stock Options in such amounts, at such
times, and to such Employees nominated by the management of the Company
as the Directors, in their discretion, may determine.   Stock Options
granted under the Plan shall constitute "Incentive Stock Options" within
the meaning of Section 422 of the Code, if so designated by the Directors
on the date of grant.  The Directors shall also have the discretion to
grant Stock Options which do not constitute incentive stock options, and
any such Stock Options shall be designated non-statutory stock options by
the Directors on the date of grant.  The aggregate fair market value
(determined as of the time an incentive stock option is granted) of the
Common Stock with respect to which incentive stock options are exercis-
able for the first time by any Employee during any one calendar year
(under all plans of the Company and any parent or subsidiary of the
Company) may not exceed the maximum amount permitted under Section 422 of
the Code (currently one hundred thousand dollars ($100,000.00)).  Non-
statutory stock options shall not be subject to the limitations relating
to incentive stock options contained in the preceding sentence.  Each
Stock Option shall be evidenced by a written agreement ("Option
Agreement") in a form approved by the Directors, which shall be executed
on behalf of the Company and by the Employee to whom the Stock Option is
granted, and which shall be subject to the terms and conditions of this
Plan.  In the discretion of the Directors, Stock Options may include
provisions (which need not be uniform), authorized by the Directors in
their discretion, that accelerate an Employee's rights to exercise Stock
Options following a "Change in Control," as such term is defined in
paragraph 3.1 hereof.  The holder of a Stock Option shall not be entitled
to the privileges of stock ownership as to any shares of Common Stock not
actually issued to such holder.

     2.2  Purchase Price.

     The purchase price ("Exercise Price") of shares of Common Stock
subject to each non-statutory Stock Option ("Option Shares") shall be
equal to whatever price is established by the Directors, in its sole
discretion, on the date of the grant.  The Exercise Price of Incentive
Stock Options shall be the fair market value of the options on the date
of the grant thereof.  For an Employee holding stock possessing more than
ten percent (10%) percent of the total combined voting power of all
classes of stock of the Company, the Exercise Price of an incentive
Stock Option shall be at least one hundred ten percent (110%) of the
fair market value of the Common Stock and such option.

     2.3  Option Period.

     The Stock Option period ("Term") shall commence on the date of grant
of the incentive Stock Option and shall be ten (10) years or such shorter
period as is determined by the Directors; the Term for an incentive Stock
Option granted to an Employee holding stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock
of the Company shall be five (5) years from the date such option is
granted.  The Term for Non-statutory Stock Options shall be whatever
period, if any, is set by the Directors.  Each Stock Option shall provide
that it is exercisable over its term in such periodic installments as the
Directors in its sole discretion may determine.  Such provisions need not
be uniform.  Notwithstanding the foregoing, but subject to the provisions
of paragraphs 1.2.2 and 2.1, Stock Options granted to Employees who are
subject to the reporting requirements of Section 16(a) of the Exchange
Act ("Section 16 Reporting Persons") shall not be exercisable until at
least six (6) months and one day from the date the Stock Option is granted.

     2.4  Exercise of Options.

     2.4.1  Each Stock Option may be exercised in whole or in part (but not
as to fractional shares) by delivering it for surrender or endorsement to
the Company, attention of the Corporate Secretary, at the principal
office of the Company, together with payment of the Exercise Price and an
executed Notice and Agreement of Exercise in the form prescribed by
paragraph 2.4.2.  Payment may be made  (i) in cash, (ii) by cashier's or
certified check, (iii) by surrender of previously owned shares of the
Company's Common Stock valued pursuant to paragraph 2.2 (if the Directors
authorize payment in stock in their discretion), (iv) by withholding from
the Option Shares which would otherwise be issuable upon the exercise of
the Stock Option that number of Option Shares equal to the exercise price
of the Stock Option, if such withholding is authorized by the Directors
in their discretion, (v) in the discretion of the Directors, by the
delivery to the Company of the optionee's promissory note secured by the
Option Shares, bearing interest at a rate sufficient to prevent the
imputation of interest under Sections 483 or 1274 of the Code, and having
such other terms and conditions as may be satisfactory to the Directors,
or (vi) cashless exercise program as established by the Company.

     2.4.2  Exercise of each Stock Option is conditioned upon the agreement
of the Employee to the terms and conditions of this Plan and of such
Stock Option as evidenced by the Employee's execution and delivery of a
Notice and Agreement of Exercise in a form to be determined by the
Directors in their discretion.  Such Notice and Agreement of Exercise
shall set forth the agreement of the Employee that:  (a) no Option Shares
will be sold or otherwise distributed in violation of the Securities Act
of 1933 ("Securities Act") or any other applicable federal or state
securities laws, (b) each Option Share certificate may be imprinted with
legends reflecting any applicable federal and state securities law
restrictions and conditions, (c) the Company may comply with said
securities law restrictions and issue "stop transfer" instructions to its
Transfer Agent and Registrar without liability, (d) if the Employee is a
Section 16 Reporting Person, the Employee will furnish to the Company a
copy of each Form 4 or Form 5 filed by said Employee and will timely file
all reports required under federal securities laws, and (e) the Employee
will report all sales of Option Shares to the Company in writing on a
form prescribed by the Company.

     2.4.3  No Stock Option shall be exercisable unless and until any
applicable registration or qualification requirements of federal and
state securities laws, and all other legal requirements, have been fully
complied with.  The Company will use reasonable efforts to maintain the
effectiveness of a Registration Statement under the Securities Act for
the issuance of Stock Options and shares acquired thereunder, but there
may be times when no such Registration Statement will be currently
effective.  The exercise of Stock Options may be temporarily suspended
without liability to the Company during times when no such Registration
Statement is currently effective, or during times when, in the reasonable
opinion of the Directors, such suspension is necessary to preclude
violation of any requirements of applicable law or regulatory bodies
having jurisdiction over the Company.  If any Stock Option would expire
for any reason except the end of its term during such a suspension, then
if exercise of such Stock Option is duly tendered before its expiration,
such Stock Option shall be exercisable and exercised (unless the
attempted exercise is withdrawn) as of the first day after the end of
such suspension.  The Company shall have no obligation to file any
Registration Statement covering resales of Option Shares.

     2.5  Restrictions on Transfer.

     Each Stock Option granted under this Plan shall be transferable only
by will or the laws of descent and distribution.  No interest of any
Employee under the Plan shall be subject to attachment, execution,
garnishment, sequestration, the laws of bankruptcy or any other legal or
equitable process.  Each Stock Option granted under this Plan shall be
exercisable during an Employee's lifetime only by such Employee or by
such Employee's legal representative.

3.  GRANTS OF SHARES.

     3.1  Grant of Shares.

     Subject to the provisions of the Plan, the Directors shall have full
and complete authority, in their discretion, but subject to the express
provisions of this Plan, to (i) grant shares pursuant to the Plan; (ii)
determine the number of shares of Common Stock subject to each Grant
("Grant Shares"); (iii) determine the terms and conditions (which need
not be identical) of each Grant, including the consideration to be paid
by the Employee for such Common Stock; (iv) establish and modify
performance criteria for Grants; and (v) make all of the determinations
necessary or advisable with respect to Grants under the Plan.  Each Grant
under the Plan shall consist of a grant of shares of Common Stock.

     3.2  Incentive Agreements.

     Each Grant granted under the Plan shall be evidenced by a written
agreement ("Agreement") in a form approved by management and executed by
the Company and the Employee to whom the Grant is granted.  Each
Agreement shall be subject to the terms and conditions of the Plan and
other such terms and conditions as management may specify.

     3.3  Waiver of Restrictions.

     The Directors may modify or amend any Grant under the Plan or waive
any restrictions or conditions applicable to such Grants; provided,
however, that the Directors may not undertake any such modifications,
amendments or waivers if the effect thereof materially increases the
benefits to any Employee, or adversely affects the rights of any Employee
without his or her consent.

     3.4  Terms and Conditions of Grants.

     3.4.1  Upon receipt of a Grant of shares of Common Stock under the
Plan, an Employee shall be the holder of record of the shares and shall
have all the rights of a shareholder with respect to such shares, subject
to the terms and conditions of the Plan and the Grant.

4.  MISCELLANEOUS PROVISIONS.

     4.1  Adjustments Upon Change in Capitalization.

     4.1.1  The number and class of shares subject to each outstanding
Stock Option, the Exercise Price thereof (but not the total price), the
maximum number of Stock Options that may be granted under the Plan, the
minimum number of shares as to which a Stock Option may be exercised at
any one time, and the number and class of shares subject to each
outstanding Grant, shall be proportionately adjusted in the event of any
increase or decrease in the number of the issued shares of Common Stock
which results from a split-up or consolidation of shares, payment of a
stock dividend or dividends exceeding a total of five percent (5%) for
which the record dates occur in any one fiscal year, a recapitalization
(other than the conversion of convertible securities according to their
terms), a combination of shares or other like capital adjustment, so that
(i) upon exercise of the Stock Option, the Employee shall receive the
number and class of shares such Employee would have received had such
Employee been the holder of the number of shares of Common Stock for
which the Stock Option is being exercised upon the date of such change or
increase or decrease in the number of issued shares of the Company, and
(ii) upon the lapse of restrictions of the Grant Shares, the Employee
shall receive the number and class of shares such Employee would have
received if the restrictions on the Grant Shares had lapsed on the date
of such change or increase or decrease in the number of issued shares of
the Company.

     4.1.2  Upon a reorganization, merger or consolidation of the Company
with one or more corporations as a result of which is not the surviving
corporation or in which the Company survives as a wholly-owned subsidiary
of another corporation, or upon a sale of all or substantially all of the
property of the Company to another corporation, or any dividend or
distribution to shareholders of more than ten percent (10%) of the
Company's assets, adequate adjustment or other provisions shall be made
by the Company or other party to such transaction so that there shall
remain and/or be substituted for the Option Shares and Grant Shares
provided for herein, the shares, securities or assets which would have
been issuable or payable in respect of or in exchange for such Option
Shares and Grant Shares then remaining, as if the Employee had been the
owner of such shares as of the applicable date.  Any securities so
substituted shall be subject to similar successive adjustments.

     4.2  Withholding Taxes.

     The Company shall have the right at the time of exercise of any
Stock Option or the grant of  shares to make adequate provision for any
federal, state, local or foreign taxes which it believes are or may be
required by law to be withheld with respect to such exercise ("Tax
Liability"), to ensure the payment of any such Tax Liability.  The
Company may provide for the payment of any Tax Liability by any of the
following means or a combination of such means, as determined by the
Directors in its sole and absolute discretion in the particular case:
(i) by requiring the Employee to tender a cash payment to the Company,
(ii) by withholding from the Employee's salary, (iii) by withholding from
the Option Shares which would otherwise be issuable upon exercise of the
Stock Option, or from the Grant Shares on their grant or date of lapse of
restrictions, that number of Option Shares or Grant Shares having an
aggregate fair market value (determined in the manner prescribed by
paragraph 2.2) as of the date the withholding tax obligation arises in an
amount which is equal to the Employee's Tax Liability or (iv) by any
other method deemed appropriate by the Directors.  Satisfaction of the
Tax Liability of a Section 16 Reporting Person may be made by the method
of payment specified in clause (iii) above only if the following two
conditions are satisfied:

     (a)  the withholding of Option Shares or Grant Shares and the
exercise of the related Stock Option occur at least six (6) months and
one day following the date of grant of such Stock Option or Grant; and

     (b)  the withholding of Option Shares or Grant Shares is made either
(i) pursuant to an irrevocable election ("Withholding Election") made by
such Employee at least six months in advance of the withholding of
Options Shares or Grant Shares, or (ii) on a day within a ten (10) day
"window period" beginning on the third business day following the date of
release of the Company's quarterly or annual summary statement of sales
and earnings.

     Anything herein to the contrary notwithstanding, a Withholding Election
may be disapproved by the Directors at any time.

     4.3  Relationship to Other Employee Benefit Plans.

     Stock Options and Grants granted hereunder shall not be deemed to be
salary or other compensation to any Employee for purposes of any pension,
thrift, profit-sharing, stock purchase or any other employee benefit plan
now maintained or hereafter adopted by the Company.

     4.4  Amendments and Termination.

     The Directors may at any time suspend, amend or terminate this Plan.
 For incentive stock options only, no amendment or modification of this
Plan may be adopted, except subject to stockholder approval, which would:
(a) materially increase the benefits accruing to Employees under this
Plan, (b) materially increase the number of securities which may be
issued under this Plan (except for adjustments pursuant to paragraph 4.1
hereof), or (c) materially modify the requirements as to eligibility for
participation in the Plan.

     4.5  Successors in Interest.

     The provisions of this Plan and the actions of the Directors shall
be binding upon all heirs, successors and assigns of the Company and of
Employees.

     4.6  Other Documents.

     All documents prepared, executed or delivered in connection with
this Plan (including, without limitation, Option Agreements and Incentive
Agreements) shall be, in substance and form, as established and modified
by the Directors; provided, however, that all such documents shall be
subject in every respect to the provisions of this Plan, and in the event
of any conflict between the terms of any such document and this Plan, the
provisions of this Plan shall prevail.

     4.7  No Obligation to Continue Employment.

     This Plan and grants hereunder shall not impose any obligation on
the Company to continue to employ any Employee.  Moreover, no provision
of this Plan or any document executed or delivered pursuant to this Plan
shall be deemed modified in any way by any employment contract between an
Employee (or other employee) and the Company.

     4.8  Misconduct of an Employee.

     Notwithstanding any other provision of this Plan, if an Employee
commits fraud or dishonesty toward the Company or wrongfully uses or
discloses any trade secret, confidential data or other information
proprietary to the Company, or intentionally takes any other action
materially inimical to the best interests of the Company, as determined
by the Directors, in its sole and absolute discretion, such Employee
shall forfeit all rights and benefits under this Plan.

     4.9  Term of Plan.

     This Plan was adopted by the Directors effective April 22, 2009.  No
Stock Options or  Grants may be granted under this Plan after April 22, 2019.

     4.10  Governing Law.

     This Plan shall be construed in accordance with, and governed by,
the laws of the State of Nevada.

     4.11  Shareholder Approval.

     No Stock Option shall be exercisable, or Grant granted, unless and
until the Directors of the Company have approved this Plan and all other
legal requirements have been fully complied with.  In addition, no
Incentive Stock Option shall be granted until approved by a majority of
the issued and outstanding Common Stock of the Company.

     4.12  Assumption Agreements.

     The Company will require each successor, (direct or indirect,
whether by purchase, merger, consolidation or otherwise), to all or
substantially all of the business or assets of the Company, prior to the
consummation of each such transaction, to assume and agree to perform the
terms and provisions remaining to be performed by the Company under each
Incentive Agreement and Stock Option and to preserve the benefits to the
Employees thereunder.  Such assumption and agreement shall be set forth
in a written agreement in form and substance satisfactory to the
Directors (an "Assumption Agreement"), and shall include such
adjustments, if any, in the application of the provisions of the
Incentive Agreements and Stock Options and such additional provisions, if
any, as the Directors shall require and approve, in order to preserve
such benefits to the Employees.  Without limiting the generality of the
foregoing, the Directors may require an Assumption Agreement to include
satisfactory undertakings by a successor:

     (a)  to provide liquidity to the Employees on the exercise of Stock
Options;

     (b)  if the succession occurs before the expiration of any period
specified in the Incentive Agreements for satisfaction of performance
criteria applicable to the Common Stock Granted thereunder, to refrain
from interfering with the Company's ability to satisfy such performance
criteria or to agree to modify such performance criteria and/or waive any
criteria that cannot be satisfied as a result of the succession;

     (c)  to require any future successor to enter into an Assumption
Agreement; and

     (d)  to take or refrain from taking such other actions as the
Directors may require and approve, in their discretion.

     4.13  Compliance With Rule 16b-3.

     Transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3.  To the extent that any provision of
the Plan or action by the Directors fails to so comply, it shall be
deemed null and void, to the extent permitted by law and deemed advisable
by the Board.

     IN WITNESS WHEREOF, this Plan has been executed as of the 23rd day
of April 2009.

                                       GameZnFlix, Inc.



                                       By: /s/  John Fleming
                                       John Fleming, Chief Executive Officer

                                 EX-5
    OPINION OF BRIAN F. FAULKNER, A PROFESSIONAL LAW CORPORATION

                           Brian F. Faulkner
                      A Professional Law Corporation
                      27127 Calle Arroyo, Suite 1923
                    San Juan Capistrano, California 92675
                             (949) 240-1361


April 23, 2009


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  GameZnFlix, Inc. 2009 Stock and Option Plan

Dear Sir/Madame:

     I have acted as counsel to GameZnFlix, Inc., a Nevada corporation
("Company"), in connection with its registration statement on Form S-8
relating to the registration of 500,000 shares of its common stock
("Shares"), $0.001 par value per Share, which are issuable pursuant to
the Company's 2009 Stock and Option Plan.

     In my representation I have examined such documents, corporate
records, and other instruments as we have deemed necessary or
appropriate for purposes of this opinion, including, but not limited
to, the Articles of Incorporation, and all amendments thereto, and
Bylaws of the Company.

     Based upon and in reliance on the foregoing, and subject to the
qualifications and assumptions set forth below, it is my opinion that
the Company is duly organized and validly existing as a corporation
under the laws of the State of Nevada, and that the Shares, when
issued and sold, will be validly issued, fully paid, and non-
assessable.

     My opinion is limited by and subject to the following:

     (a)  In rendering my opinion I have assumed that, at the time of
each issuance and sale of the Shares, the Company will be a
corporation validly existing and in good standing under the laws of
the State of Nevada.

     (b)  In my examination of all documents, certificates and
records, I have assumed without investigation the authenticity and
completeness of all documents submitted to me as originals, the
conformity to the originals of all documents submitted to me as copies
and the authenticity and completeness of the originals of all
documents submitted to me as copies.  I have also assumed the
genuineness of all signatures, the legal capacity of natural persons,
the authority of all persons executing documents on behalf of the
parties thereto other than the Company, and the due authorization,
execution and delivery of all documents by the parties thereto other
than the Company.  As to matters of fact material to this opinion, I
have relied upon statements and representations of representatives of
the Company and of public officials and have assumed the same to have
been properly given and to be accurate.

     (c)  My opinion is based solely on and limited to the
federal laws of the United States of America and the Nevada laws.  I
express no opinion as to the laws of any other jurisdiction.

                                       Sincerely,



                                       /s/  Brian F. Faulkner
                                       Brian F. Faulkner, Esq.

                              EX-23.1
        CONSENT OF CHILD, VAN WAGONER & BRADSHAW, PLLC

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

       CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
GameZnFlix, Inc.

We hereby consent to the incorporation by reference of our report dated
April 15, 2009, with respect to the financial statements of GameZnFlix,
Inc. appearing in the Annual Report on Form 10-K of GameZnFlix, Inc. for
the years ended December 31, 2008 and 2007, in the Registration
Statement of GameZnFlix, Inc. on Form S-8 to be filed on or about April
23, 2009.  We also consent to the use of our name and the references to
us included in the Registration Statement.

/s/  Child, Van Wagoner & Bradshaw, PLLC
Child, Van Wagoner & Bradshaw, PLLC
Salt Lake City, Utah
April 23, 2009

                               EX-23.2
   CONSENT OF BRIAN F. FAULKNER, A PROFESSIONAL LAW CORPORATION

                            Brian F. Faulkner
                     A Professional Law Corporation
                     27127 Calle Arroyo, Suite 1923
                  San Juan Capistrano, California 92675
                            (949) 240-1361


April 23, 2009


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  GameZnFlix, Inc. 2009 Stock and Option Plan

Dear Sir/Madame:

     I have acted as counsel to GameZnFlix, Inc., a Nevada corporation
("Company"), in connection with its registration statement on Form S-8
relating to the registration of 500,000 shares of its common stock
("Shares"), $0.001 par value per Share, which are issuable pursuant to
the Company's 2009 Stock and Option Plan.  I hereby consent to all
references to my firm included in this registration statement,
including the opinion of legality.

                                       Sincerely,



                                       /s/  Brian F. Faulkner
                                       Brian F. Faulkner, Esq.
[{"type": "S-8", "sequence": "1", "filename": "gamess8041409.txt", "secsgml_size_bytes": 56074}]
{"company-data": {"conformed-name": "GAMEZNFLIX INC", "cik": "0001099234", "assigned-sic": "7841", "irs-number": "541838089", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-158797", "film-number": "09770800"}, "business-address": {"street1": "2240 SHELTER ISLAND DRIVE #202", "city": "SAN DIEGO", "state": "CA", "zip": "92106", "phone": "6192263536"}, "former-company": [{"former-conformed-name": "POINT GROUP HOLDINGS INCORP", "date-changed": "20030224"}, {"former-conformed-name": "SYCONET COM INC", "date-changed": "20000119"}]}
U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                FORM S-8

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

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

                            2009 Stock and Option Plan
                            (Full Title of the Plan)

                             John Fleming, President
                                GameZnFlix, Inc.
                               1535 Blackjack Road
                             Franklin, Kentucky 42134
                                (270) 598-0395
           (Name, Address, and Telephone Number of Agent for Service)

                                 With a copy to:
                  Brian F. Faulkner, A Professional Law Corporation
                         27127 Calle Arroyo, Suite 1923
                      San Juan Capistrano, California 92675
                                 (949) 240-1361

     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]

                          CALCULATION OF REGISTRATION FEE

Title of          Amount to be      Proposed        Proposed      Amount of
Securities         Registered       Maximum        Aggregate   Registration Fee
to be                            Offering Price   Offering Price
Registered                           Per Share

Common Stock      500,000 (1)       $0.40 (2)        $200,000       $11.16

(1) Represents shares issuable pursuant to the Registrant's 2009 Stock
and Option Plan ("Plan").  This Registration Statement shall also cover
any additional shares of common stock which become issuable under the
Plan by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without the Registrant's receipt of
consideration which results in an increase in the number of the
outstanding shares of Registrant's common stock.

(2)  This offering price per share is calculated under Rule 457(h)(1)
(reference to Rule 457(c)) as the offering price is not known: average
of the bid and ask prices as of April 21, 2009 (within 5 business days
prior to the date of filing this registration statement).  See 2009
Stock and Option Plan, attached as Exhibit 4 to this Form S-8.

                                 PART I
       INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

     See Item 2 below.

ITEM 2.   COMPANY INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The documents containing the information specified in Part I, Items
1 and 2, shall be delivered to each of the participants in accordance
with Form S-8 and Rule 428 promulgated under the Securities Act of 1933.
The participants shall be provided a written statement notifying them
that upon written or oral request they will be provided, without charge,
(i) the documents incorporated by reference in Item 3 of Part II of the
registration statement, and (ii) other documents required to be
delivered pursuant to Rule 428(b). The statement will inform the
participants that these documents are incorporated by reference in the
Section 10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be directed.

                                   PART II
           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The documents listed in (a) through (c) below are incorporated by
reference in this Registration statement:

     (a)  The Company's latest annual report on Form 10-K for the fiscal
          year ended December 31, 2008, filed on April 22, 2009.

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of
          the Exchange Act since the end of the fiscal year covered by the
          Form 10-K referred to in (a) above.

     (c)  A description of the securities of the Company is contained in a
          Form SB-2 filed on March 30, 2006.

     All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be part thereof from the
date of filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
subsequently filed document which also is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

     Other than as set forth below, no named expert or counsel was hired
on a contingent basis, will receive a direct or indirect interest in the
small business issuer, or was a promoter, underwriter, voting trustee,
director, officer, or employee of the company.

     Brian F. Faulkner, A Professional Law Corporation, counsel for the
Company as giving an opinion on the validity of the securities being
registered, has previously received shares of common stock pursuant to
the Company's Non-Employee Directors and Consultants Retainer Stock
Plan, as amended, under Form S-8's in exchange for legal services
previously rendered, and to be rendered in the future, to the Company
under attorney-client contracts.  These legal services consist of advice
and preparation work in connection with reports of the Company filed
under the Securities Exchange Act of 1934, and other general corporate
and securities work for the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Limitation of Liability.

(a)  Articles of Incorporation and Bylaws.

     Neither the articles of incorporation nor bylaws of the Company
contain any provisions with regard to the liability of an officer and
director.

(b)  Nevada Revised Statutes.

     "NRS 78.138 Directors and officers: Exercise of powers; performance
of duties; presumptions and considerations; liability to corporation and
stockholders.

     (7)  Except as otherwise provided in NRS 35.230, 90.660, 91.250,
452.200, 452.270, 668.045 and 694A.030, a director or officer is not
individually liable to the corporation or its stockholders for any
damages as a result of any act or failure to act in his capacity as a
director or officer unless it is proven that:

     (a)  His act or failure to act constituted a breach of his
          fiduciary duties as a director or officer; and

     (b)  His breach of those duties involved intentional misconduct,
          fraud or a knowing violation of law."

Indemnification.

(a)  Articles of Incorporation and Bylaws.

     There are no provisions in the articles of incorporation with
regard to indemnification.  The bylaws of the Company provide the
following with respect to indemnification: Corporation shall indemnify
to the  fullest  extent  permitted  by law each  person that such law
grants the Corporation the power to indemnify."

(b)  Nevada Revised Statutes.

     "NRS 78.7502 Discretionary and mandatory indemnification of
officers, directors, employees and agents: General provisions.

     1.  A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation,
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he:

     (a) Is not liable pursuant to NRS 78.138 [directors and officers
         duty to exercise their powers in good faith and with a view to the
         interests of the corporation]; or

     (b) Acted in good faith and in a manner which he reasonably
         believed to be in or not opposed to the best interests of the
         corporation, and, with respect to any criminal action or
         proceeding, had no reasonable cause to believe his conduct was
         unlawful.

     The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the person is
liable pursuant to NRS 78.138 or did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, or that, with respect to any criminal
action or proceeding, he had reasonable cause to believe that his
conduct was unlawful.

     2.  A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him
in connection with the defense or settlement of the action or suit if he:

     (a) Is not liable pursuant to NRS 78.138; or

     (b) Acted in good faith and in a manner which he reasonably
         believed to be in or not opposed to the best interests of the
         corporation.

     Indemnification may not be made for any claim, issue or matter as to
which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to
the corporation or for amounts paid in settlement to the corporation,
unless and only to the extent that the court in which the action or suit
was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such expenses
as the court deems proper.

     3.  To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections 1
and 2, or in defense of any claim, issue or matter therein, the
corporation shall indemnify him against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the defense.

     NRS 78.751 Authorization required for discretionary
indemnification; advancement of expenses; limitation on indemnification
and advancement of expenses.

     1.  Any discretionary indemnification pursuant to NRS 78.7502,
unless ordered by a court or advanced pursuant to subsection 2, may be
made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or
agent is proper in the circumstances. The determination must be made:

     (a) By the stockholders;

     (b) By the board of directors by majority vote of a quorum
         consisting of directors who were not parties to the action, suit or
         proceeding;

     (c) If a majority vote of a quorum consisting of directors who were
         not parties to the action, suit or proceeding so orders, by
         independent legal counsel in a written opinion; or

     (d) If a quorum consisting of directors who were not parties to the
         action, suit or proceeding cannot be obtained, by independent legal
         counsel in a written opinion.

      2.  The articles of incorporation, the bylaws or an agreement
made by the corporation may provide that the expenses of officers and
directors incurred in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are incurred and in
advance of the final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the director or officer to
repay the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights
to advancement of expenses to which corporate personnel other than
directors or officers may be entitled under any contract or otherwise by law.

     3.  The indemnification pursuant to NRS 78.7502 and advancement of
expenses authorized in or ordered by a court pursuant to this section:

     (a) Does not exclude any other rights to which a person seeking
         indemnification or advancement of expenses may be entitled under
         the articles of incorporation or any bylaw, agreement, vote of
         stockholders or disinterested directors or otherwise, for either an
         action in his official capacity or an action in another capacity
         while holding his office, except that indemnification, unless
         ordered by a court pursuant to NRS 78.7502 or for the advancement
         of expenses made pursuant to subsection 2, may not be made to or on
         behalf of any director or officer if a final adjudication
         establishes that his acts or omissions involved intentional
         misconduct, fraud or a knowing violation of the law and was
         material to the cause of action.

     (b) Continues for a person who has ceased to be a director,
         officer, employee or agent and inures to the benefit of the heirs,
         executors and administrators of such a person.

     NRS 78.752  Insurance and other financial arrangements against
liability of directors, officers, employees and agents.

     (1)  A corporation may purchase and maintain insurance or make
other financial arrangements on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise for any liability asserted against him and
liability and expenses incurred by him in his capacity as a director,
officer, employee or agent, or arising out of his status as such,
whether or not the corporation has the authority to indemnify him
against such liability and expenses.

     (2)  The other financial arrangements made by the corporation
pursuant to subsection 1 may include the following:

     (a)  The creation of a trust fund.

     (b)  The establishment of a program of self-insurance.

     (c)  The securing of its obligation of indemnification by
          granting a security interest or other lien on any assets of the
          corporation.

     (d)  The establishment of a letter of credit, guaranty or surety.

     No financial arrangement made pursuant to this subsection may provide
protection for a person adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable for intentional
misconduct, fraud or a knowing violation of law, except with respect to
the advancement of expenses or indemnification ordered by a court.

     (3)  Any insurance or other financial arrangement made on behalf of
a person pursuant to this section may be provided by the corporation or
any other person approved by the board of directors, even if all or part
of the other person's stock or other securities is owned by the corporation.

     (4)  In the absence of fraud:

     (a)  The decision of the board of directors as to the propriety of
          the terms and conditions of any insurance or other financial
          arrangement made pursuant to this section and the choice of the
          person to provide the insurance or other financial arrangement is
          conclusive; and

     (b)  The insurance or other financial arrangement:

        (i)  Is not void or voidable; and

        (ii) Does not subject any director approving it to
             personal liability for his action, even if a director
             approving the insurance or other financial arrangement is a
             beneficiary of the insurance or other financial arrangement.

     (5)  A corporation or its subsidiary which provides self-insurance
for itself or for another affiliated corporation pursuant to this
section is not subject to the provisions of Title 57 of NRS."

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable

ITEM 8.  EXHIBITS.

     The Exhibits required by Item 601 of Regulation S-K, and an index
thereto, are attached.

ITEM 9.  UNDERTAKINGS.

     The undersigned Company hereby undertakes:

     (a)  (1) To file, during any period in which offers or sales are
          being made, a post-effective amendment to this registration
          statement:

        iii.  Include any material information with respect to
              the plan of distribution not previously disclosed in the
              registration statement or any material change to such
              information in the registration statement;

         (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at
         that time shall be deemed to be the initial bona fide offering
         thereof.

         (3)  To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain
         unsold at the termination of the offering.

         (6)  That, for the purpose of determining liability of the
         registrant under the Securities Act of 1933 to any purchaser in the
         initial distribution of the securities: The undersigned registrant
         undertakes that in a primary offering of securities of the
         undersigned registrant pursuant to this registration statement,
         regardless of the underwriting method used to sell the securities
         to the purchaser, if the securities are offered or sold to such
         purchaser by means of any of the following communications, the
         undersigned registrant will be a seller to the purchaser and will
         be considered to offer or sell such securities to such purchaser:

            i.  Any preliminary prospectus or prospectus of the
                undersigned registrant relating to the offering required
                to be filed pursuant to Rule 424;

            ii.  Any free writing prospectus relating to the offering
                 prepared by or on behalf of the undersigned registrant or
                 used or referred to by the undersigned registrant;

            iii. The portion of any other free writing prospectus relating
                 to the offering containing material information about the
                 undersigned registrant or its securities provided by or
                 on behalf of the undersigned registrant; and

            iv.  Any other communication that is an offer in the offering
                 made by the undersigned registrant to the purchaser.

     (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

     (h)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.

                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorize, in the City of Franklin, State of
Kentucky, on April 23, 2009.

                                       GameZnFlix, Inc.

                                       By: /s/  John Fleming
                                       John Fleming,
                                       Chief Executive Officer

                        Special Power of Attorney

     The undersigned constitute and appoint John Fleming their true and
lawful attorney-in-fact and agent with full power of substitution, for
him and in his name, place, and stead, in any and all capacities, to
sign any and all amendments, including post-effective amendments, to
this Form   S-8 Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting such attorney-in-fact the
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully
and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that such attorney-in-fact may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:

Signature                    Title                         Date

/s/  John Fleming        Chief Executive             April 23, 2009
John Fleming             Officer/Director

/s/  Mark Crist          Director                    April 23, 2009
Mark Crist

                                EXHIBIT INDEX

Number                           Description

4      2009 Stock and Option Plan, dated April 22, 2009 (filed
       herewith).

5      Opinion of Brian F. Faulkner, A Professional Law Corporation
       (filed herewith).

23.1   Consent of Child, Van Wagoner & Bradshaw, PLLC (filed herewith).

23.2   Consent of Brian F. Faulkner, A Professional Law Corporation
      (filed herewith).

                                EX-4
                     2007 STOCK AND OPTION PLAN

                          GAMEZNFLIX, INC.
                     2009 STOCK AND OPTION PLAN

1.  GENERAL PROVISIONS.

     1.1  Purpose.

     The GameZnFlix, Inc. 2000 Stock and Option ("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 GameZnFlix, Inc., a Nevada
corporation ("Company") and its Subsidiaries (as that term is defined
below) which it may have from time to time, to receive certain options
("Stock Options") to purchase the Company's common stock, one tenth of
one cent ($0.001) par value ("Common Stock"), and to receive grants of
Common Stock  subject to certain restrictions ("Grants").  As used in
this Plan, the term "Subsidiary" shall mean each corporation which is a
"subsidiary corporation" of the Company within the meaning of Section
424(f) of the Internal Revenue Code of 1986, as amended ("Code").  The
purpose of the Plan is to promote the interests of the Company and its
shareholders 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 shareholders.  The
services that shall be compensated for with such Stock Option and Grants
shall be bone fide services to be performed for the Company, which such
services shall neither be in connection with a capital raising function
for the Company nor in connection with making a market in the Common Stock.

     1.2  Administration.

     1.2.1  The Plan shall be administered by the Company's Board of
Directors ("Directors").  A majority of its members shall constitute a
quorum.  The Directors shall be governed by the provisions of the
Company's Bylaws and of Nevada law applicable to the Directors, except as
otherwise provided herein or determined by the Directors.

     1.2.2  The Directors shall have full and complete authority to
construe and interpret the Plan, to establish, amend and rescind rules
and regulations relating to the Plan, and to take all such actions and
make all such determinations in connection with the Plan as it may deem
necessary or desirable.  The Directors shall, in their discretion, but
subject to the express provisions of the Plan: approve the Employees
nominated by the management of the Company to be granted Grants or Stock
Options; to determine the number of Grants or Stock Options to be granted
to an Employee; to determine the time or times at which Grants or Stock
Options shall be granted; to establish the terms and conditions upon
which Grants or Stock Options may be exercised; to remove or adjust any
restrictions and conditions upon Grants or Stock Options; to specify, at
the time of grant, provisions relating to exercisability of Stock Options
and to accelerate or otherwise modify the exercisability of any Stock
Options; and to adopt such rules and regulations and to make all other
determinations deemed necessary or desirable for the administration of
the Plan.  All interpretations and constructions of the Plan by the
Directors, and all of its actions hereunder, shall be binding and conclusive
on all persons for all purposes.

     1.2.3  The Company hereby agrees to indemnify and hold harmless each
member of the Directors and each Employee of the Company, and the estate
and heirs of such member of the Directors or Employee, against all
claims, liabilities, expenses, penalties, damages or other pecuniary
losses, including legal fees, which such member of the Directors or
Employee, his or her estate or heirs may suffer as a result of his or her
responsibilities, obligations or duties in connection with the Plan, to
the extent that insurance, if any, does not cover the payment of such
items.  No member of the Directors or the Directors shall be liable for
any action or determination made in good faith with respect to the Plan
or any Grant or Stock Option granted pursuant to the Plan.

     1.3  Eligibility and Participation.

     Employees eligible under the Plan shall be approved by the Directors
from those Employees who, in the opinion of the management of the
Company, are in positions that enable them to make significant and
extraordinary contributions to the long-term performance and growth of
the Company.  In selecting Employees to whom Stock Options or Grants may
be granted, consideration shall be given to factors such as employment
position, duties and responsibilities, ability, productivity, length of
service, morale, interest in the Company and recommendations of supervisors.

     1.4  Shares Subject to the Plan.

     The maximum number of shares of Common Stock that may be issued
pursuant to the Plan shall be Five Hundred Thousand (500,000) subject to
adjustment pursuant to the provisions of paragraph 4.1.  If shares of
Common Stock Granted or issued under the Plan are reacquired by the
Company due to a forfeiture or for any other reason, such shares shall be
cancelled and thereafter shall again be available for purposes of the
Plan.  If a Stock Option expires, terminates or is cancelled for  any
reason without having been exercised in full, the shares of Common Stock
not purchased thereunder shall again be available for purposes of the Plan.

2.  GRANTS OF STOCK OPTIONS.

     2.1  Grants of Stock Options.

     The Directors may grant Stock Options in such amounts, at such
times, and to such Employees nominated by the management of the Company
as the Directors, in their discretion, may determine.   Stock Options
granted under the Plan shall constitute "Incentive Stock Options" within
the meaning of Section 422 of the Code, if so designated by the Directors
on the date of grant.  The Directors shall also have the discretion to
grant Stock Options which do not constitute incentive stock options, and
any such Stock Options shall be designated non-statutory stock options by
the Directors on the date of grant.  The aggregate fair market value
(determined as of the time an incentive stock option is granted) of the
Common Stock with respect to which incentive stock options are exercis-
able for the first time by any Employee during any one calendar year
(under all plans of the Company and any parent or subsidiary of the
Company) may not exceed the maximum amount permitted under Section 422 of
the Code (currently one hundred thousand dollars ($100,000.00)).  Non-
statutory stock options shall not be subject to the limitations relating
to incentive stock options contained in the preceding sentence.  Each
Stock Option shall be evidenced by a written agreement ("Option
Agreement") in a form approved by the Directors, which shall be executed
on behalf of the Company and by the Employee to whom the Stock Option is
granted, and which shall be subject to the terms and conditions of this
Plan.  In the discretion of the Directors, Stock Options may include
provisions (which need not be uniform), authorized by the Directors in
their discretion, that accelerate an Employee's rights to exercise Stock
Options following a "Change in Control," as such term is defined in
paragraph 3.1 hereof.  The holder of a Stock Option shall not be entitled
to the privileges of stock ownership as to any shares of Common Stock not
actually issued to such holder.

     2.2  Purchase Price.

     The purchase price ("Exercise Price") of shares of Common Stock
subject to each non-statutory Stock Option ("Option Shares") shall be
equal to whatever price is established by the Directors, in its sole
discretion, on the date of the grant.  The Exercise Price of Incentive
Stock Options shall be the fair market value of the options on the date
of the grant thereof.  For an Employee holding stock possessing more than
ten percent (10%) percent of the total combined voting power of all
classes of stock of the Company, the Exercise Price of an incentive
Stock Option shall be at least one hundred ten percent (110%) of the
fair market value of the Common Stock and such option.

     2.3  Option Period.

     The Stock Option period ("Term") shall commence on the date of grant
of the incentive Stock Option and shall be ten (10) years or such shorter
period as is determined by the Directors; the Term for an incentive Stock
Option granted to an Employee holding stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock
of the Company shall be five (5) years from the date such option is
granted.  The Term for Non-statutory Stock Options shall be whatever
period, if any, is set by the Directors.  Each Stock Option shall provide
that it is exercisable over its term in such periodic installments as the
Directors in its sole discretion may determine.  Such provisions need not
be uniform.  Notwithstanding the foregoing, but subject to the provisions
of paragraphs 1.2.2 and 2.1, Stock Options granted to Employees who are
subject to the reporting requirements of Section 16(a) of the Exchange
Act ("Section 16 Reporting Persons") shall not be exercisable until at
least six (6) months and one day from the date the Stock Option is granted.

     2.4  Exercise of Options.

     2.4.1  Each Stock Option may be exercised in whole or in part (but not
as to fractional shares) by delivering it for surrender or endorsement to
the Company, attention of the Corporate Secretary, at the principal
office of the Company, together with payment of the Exercise Price and an
executed Notice and Agreement of Exercise in the form prescribed by
paragraph 2.4.2.  Payment may be made  (i) in cash, (ii) by cashier's or
certified check, (iii) by surrender of previously owned shares of the
Company's Common Stock valued pursuant to paragraph 2.2 (if the Directors
authorize payment in stock in their discretion), (iv) by withholding from
the Option Shares which would otherwise be issuable upon the exercise of
the Stock Option that number of Option Shares equal to the exercise price
of the Stock Option, if such withholding is authorized by the Directors
in their discretion, (v) in the discretion of the Directors, by the
delivery to the Company of the optionee's promissory note secured by the
Option Shares, bearing interest at a rate sufficient to prevent the
imputation of interest under Sections 483 or 1274 of the Code, and having
such other terms and conditions as may be satisfactory to the Directors,
or (vi) cashless exercise program as established by the Company.

     2.4.2  Exercise of each Stock Option is conditioned upon the agreement
of the Employee to the terms and conditions of this Plan and of such
Stock Option as evidenced by the Employee's execution and delivery of a
Notice and Agreement of Exercise in a form to be determined by the
Directors in their discretion.  Such Notice and Agreement of Exercise
shall set forth the agreement of the Employee that:  (a) no Option Shares
will be sold or otherwise distributed in violation of the Securities Act
of 1933 ("Securities Act") or any other applicable federal or state
securities laws, (b) each Option Share certificate may be imprinted with
legends reflecting any applicable federal and state securities law
restrictions and conditions, (c) the Company may comply with said
securities law restrictions and issue "stop transfer" instructions to its
Transfer Agent and Registrar without liability, (d) if the Employee is a
Section 16 Reporting Person, the Employee will furnish to the Company a
copy of each Form 4 or Form 5 filed by said Employee and will timely file
all reports required under federal securities laws, and (e) the Employee
will report all sales of Option Shares to the Company in writing on a
form prescribed by the Company.

     2.4.3  No Stock Option shall be exercisable unless and until any
applicable registration or qualification requirements of federal and
state securities laws, and all other legal requirements, have been fully
complied with.  The Company will use reasonable efforts to maintain the
effectiveness of a Registration Statement under the Securities Act for
the issuance of Stock Options and shares acquired thereunder, but there
may be times when no such Registration Statement will be currently
effective.  The exercise of Stock Options may be temporarily suspended
without liability to the Company during times when no such Registration
Statement is currently effective, or during times when, in the reasonable
opinion of the Directors, such suspension is necessary to preclude
violation of any requirements of applicable law or regulatory bodies
having jurisdiction over the Company.  If any Stock Option would expire
for any reason except the end of its term during such a suspension, then
if exercise of such Stock Option is duly tendered before its expiration,
such Stock Option shall be exercisable and exercised (unless the
attempted exercise is withdrawn) as of the first day after the end of
such suspension.  The Company shall have no obligation to file any
Registration Statement covering resales of Option Shares.

     2.5  Restrictions on Transfer.

     Each Stock Option granted under this Plan shall be transferable only
by will or the laws of descent and distribution.  No interest of any
Employee under the Plan shall be subject to attachment, execution,
garnishment, sequestration, the laws of bankruptcy or any other legal or
equitable process.  Each Stock Option granted under this Plan shall be
exercisable during an Employee's lifetime only by such Employee or by
such Employee's legal representative.

3.  GRANTS OF SHARES.

     3.1  Grant of Shares.

     Subject to the provisions of the Plan, the Directors shall have full
and complete authority, in their discretion, but subject to the express
provisions of this Plan, to (i) grant shares pursuant to the Plan; (ii)
determine the number of shares of Common Stock subject to each Grant
("Grant Shares"); (iii) determine the terms and conditions (which need
not be identical) of each Grant, including the consideration to be paid
by the Employee for such Common Stock; (iv) establish and modify
performance criteria for Grants; and (v) make all of the determinations
necessary or advisable with respect to Grants under the Plan.  Each Grant
under the Plan shall consist of a grant of shares of Common Stock.

     3.2  Incentive Agreements.

     Each Grant granted under the Plan shall be evidenced by a written
agreement ("Agreement") in a form approved by management and executed by
the Company and the Employee to whom the Grant is granted.  Each
Agreement shall be subject to the terms and conditions of the Plan and
other such terms and conditions as management may specify.

     3.3  Waiver of Restrictions.

     The Directors may modify or amend any Grant under the Plan or waive
any restrictions or conditions applicable to such Grants; provided,
however, that the Directors may not undertake any such modifications,
amendments or waivers if the effect thereof materially increases the
benefits to any Employee, or adversely affects the rights of any Employee
without his or her consent.

     3.4  Terms and Conditions of Grants.

     3.4.1  Upon receipt of a Grant of shares of Common Stock under the
Plan, an Employee shall be the holder of record of the shares and shall
have all the rights of a shareholder with respect to such shares, subject
to the terms and conditions of the Plan and the Grant.

4.  MISCELLANEOUS PROVISIONS.

     4.1  Adjustments Upon Change in Capitalization.

     4.1.1  The number and class of shares subject to each outstanding
Stock Option, the Exercise Price thereof (but not the total price), the
maximum number of Stock Options that may be granted under the Plan, the
minimum number of shares as to which a Stock Option may be exercised at
any one time, and the number and class of shares subject to each
outstanding Grant, shall be proportionately adjusted in the event of any
increase or decrease in the number of the issued shares of Common Stock
which results from a split-up or consolidation of shares, payment of a
stock dividend or dividends exceeding a total of five percent (5%) for
which the record dates occur in any one fiscal year, a recapitalization
(other than the conversion of convertible securities according to their
terms), a combination of shares or other like capital adjustment, so that
(i) upon exercise of the Stock Option, the Employee shall receive the
number and class of shares such Employee would have received had such
Employee been the holder of the number of shares of Common Stock for
which the Stock Option is being exercised upon the date of such change or
increase or decrease in the number of issued shares of the Company, and
(ii) upon the lapse of restrictions of the Grant Shares, the Employee
shall receive the number and class of shares such Employee would have
received if the restrictions on the Grant Shares had lapsed on the date
of such change or increase or decrease in the number of issued shares of
the Company.

     4.1.2  Upon a reorganization, merger or consolidation of the Company
with one or more corporations as a result of which is not the surviving
corporation or in which the Company survives as a wholly-owned subsidiary
of another corporation, or upon a sale of all or substantially all of the
property of the Company to another corporation, or any dividend or
distribution to shareholders of more than ten percent (10%) of the
Company's assets, adequate adjustment or other provisions shall be made
by the Company or other party to such transaction so that there shall
remain and/or be substituted for the Option Shares and Grant Shares
provided for herein, the shares, securities or assets which would have
been issuable or payable in respect of or in exchange for such Option
Shares and Grant Shares then remaining, as if the Employee had been the
owner of such shares as of the applicable date.  Any securities so
substituted shall be subject to similar successive adjustments.

     4.2  Withholding Taxes.

     The Company shall have the right at the time of exercise of any
Stock Option or the grant of  shares to make adequate provision for any
federal, state, local or foreign taxes which it believes are or may be
required by law to be withheld with respect to such exercise ("Tax
Liability"), to ensure the payment of any such Tax Liability.  The
Company may provide for the payment of any Tax Liability by any of the
following means or a combination of such means, as determined by the
Directors in its sole and absolute discretion in the particular case:
(i) by requiring the Employee to tender a cash payment to the Company,
(ii) by withholding from the Employee's salary, (iii) by withholding from
the Option Shares which would otherwise be issuable upon exercise of the
Stock Option, or from the Grant Shares on their grant or date of lapse of
restrictions, that number of Option Shares or Grant Shares having an
aggregate fair market value (determined in the manner prescribed by
paragraph 2.2) as of the date the withholding tax obligation arises in an
amount which is equal to the Employee's Tax Liability or (iv) by any
other method deemed appropriate by the Directors.  Satisfaction of the
Tax Liability of a Section 16 Reporting Person may be made by the method
of payment specified in clause (iii) above only if the following two
conditions are satisfied:

     (a)  the withholding of Option Shares or Grant Shares and the
exercise of the related Stock Option occur at least six (6) months and
one day following the date of grant of such Stock Option or Grant; and

     (b)  the withholding of Option Shares or Grant Shares is made either
(i) pursuant to an irrevocable election ("Withholding Election") made by
such Employee at least six months in advance of the withholding of
Options Shares or Grant Shares, or (ii) on a day within a ten (10) day
"window period" beginning on the third business day following the date of
release of the Company's quarterly or annual summary statement of sales
and earnings.

     Anything herein to the contrary notwithstanding, a Withholding Election
may be disapproved by the Directors at any time.

     4.3  Relationship to Other Employee Benefit Plans.

     Stock Options and Grants granted hereunder shall not be deemed to be
salary or other compensation to any Employee for purposes of any pension,
thrift, profit-sharing, stock purchase or any other employee benefit plan
now maintained or hereafter adopted by the Company.

     4.4  Amendments and Termination.

     The Directors may at any time suspend, amend or terminate this Plan.
 For incentive stock options only, no amendment or modification of this
Plan may be adopted, except subject to stockholder approval, which would:
(a) materially increase the benefits accruing to Employees under this
Plan, (b) materially increase the number of securities which may be
issued under this Plan (except for adjustments pursuant to paragraph 4.1
hereof), or (c) materially modify the requirements as to eligibility for
participation in the Plan.

     4.5  Successors in Interest.

     The provisions of this Plan and the actions of the Directors shall
be binding upon all heirs, successors and assigns of the Company and of
Employees.

     4.6  Other Documents.

     All documents prepared, executed or delivered in connection with
this Plan (including, without limitation, Option Agreements and Incentive
Agreements) shall be, in substance and form, as established and modified
by the Directors; provided, however, that all such documents shall be
subject in every respect to the provisions of this Plan, and in the event
of any conflict between the terms of any such document and this Plan, the
provisions of this Plan shall prevail.

     4.7  No Obligation to Continue Employment.

     This Plan and grants hereunder shall not impose any obligation on
the Company to continue to employ any Employee.  Moreover, no provision
of this Plan or any document executed or delivered pursuant to this Plan
shall be deemed modified in any way by any employment contract between an
Employee (or other employee) and the Company.

     4.8  Misconduct of an Employee.

     Notwithstanding any other provision of this Plan, if an Employee
commits fraud or dishonesty toward the Company or wrongfully uses or
discloses any trade secret, confidential data or other information
proprietary to the Company, or intentionally takes any other action
materially inimical to the best interests of the Company, as determined
by the Directors, in its sole and absolute discretion, such Employee
shall forfeit all rights and benefits under this Plan.

     4.9  Term of Plan.

     This Plan was adopted by the Directors effective April 22, 2009.  No
Stock Options or  Grants may be granted under this Plan after April 22, 2019.

     4.10  Governing Law.

     This Plan shall be construed in accordance with, and governed by,
the laws of the State of Nevada.

     4.11  Shareholder Approval.

     No Stock Option shall be exercisable, or Grant granted, unless and
until the Directors of the Company have approved this Plan and all other
legal requirements have been fully complied with.  In addition, no
Incentive Stock Option shall be granted until approved by a majority of
the issued and outstanding Common Stock of the Company.

     4.12  Assumption Agreements.

     The Company will require each successor, (direct or indirect,
whether by purchase, merger, consolidation or otherwise), to all or
substantially all of the business or assets of the Company, prior to the
consummation of each such transaction, to assume and agree to perform the
terms and provisions remaining to be performed by the Company under each
Incentive Agreement and Stock Option and to preserve the benefits to the
Employees thereunder.  Such assumption and agreement shall be set forth
in a written agreement in form and substance satisfactory to the
Directors (an "Assumption Agreement"), and shall include such
adjustments, if any, in the application of the provisions of the
Incentive Agreements and Stock Options and such additional provisions, if
any, as the Directors shall require and approve, in order to preserve
such benefits to the Employees.  Without limiting the generality of the
foregoing, the Directors may require an Assumption Agreement to include
satisfactory undertakings by a successor:

     (a)  to provide liquidity to the Employees on the exercise of Stock
Options;

     (b)  if the succession occurs before the expiration of any period
specified in the Incentive Agreements for satisfaction of performance
criteria applicable to the Common Stock Granted thereunder, to refrain
from interfering with the Company's ability to satisfy such performance
criteria or to agree to modify such performance criteria and/or waive any
criteria that cannot be satisfied as a result of the succession;

     (c)  to require any future successor to enter into an Assumption
Agreement; and

     (d)  to take or refrain from taking such other actions as the
Directors may require and approve, in their discretion.

     4.13  Compliance With Rule 16b-3.

     Transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3.  To the extent that any provision of
the Plan or action by the Directors fails to so comply, it shall be
deemed null and void, to the extent permitted by law and deemed advisable
by the Board.

     IN WITNESS WHEREOF, this Plan has been executed as of the 23rd day
of April 2009.

                                       GameZnFlix, Inc.

                                       By: /s/  John Fleming
                                       John Fleming, Chief Executive Officer

                                 EX-5
    OPINION OF BRIAN F. FAULKNER, A PROFESSIONAL LAW CORPORATION

                           Brian F. Faulkner
                      A Professional Law Corporation
                      27127 Calle Arroyo, Suite 1923
                    San Juan Capistrano, California 92675
                             (949) 240-1361

April 23, 2009

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  GameZnFlix, Inc. 2009 Stock and Option Plan

Dear Sir/Madame:

     I have acted as counsel to GameZnFlix, Inc., a Nevada corporation
("Company"), in connection with its registration statement on Form S-8
relating to the registration of 500,000 shares of its common stock
("Shares"), $0.001 par value per Share, which are issuable pursuant to
the Company's 2009 Stock and Option Plan.

     In my representation I have examined such documents, corporate
records, and other instruments as we have deemed necessary or
appropriate for purposes of this opinion, including, but not limited
to, the Articles of Incorporation, and all amendments thereto, and
Bylaws of the Company.

     Based upon and in reliance on the foregoing, and subject to the
qualifications and assumptions set forth below, it is my opinion that
the Company is duly organized and validly existing as a corporation
under the laws of the State of Nevada, and that the Shares, when
issued and sold, will be validly issued, fully paid, and non-
assessable.

     My opinion is limited by and subject to the following:

     (a)  In rendering my opinion I have assumed that, at the time of
each issuance and sale of the Shares, the Company will be a
corporation validly existing and in good standing under the laws of
the State of Nevada.

     (b)  In my examination of all documents, certificates and
records, I have assumed without investigation the authenticity and
completeness of all documents submitted to me as originals, the
conformity to the originals of all documents submitted to me as copies
and the authenticity and completeness of the originals of all
documents submitted to me as copies.  I have also assumed the
genuineness of all signatures, the legal capacity of natural persons,
the authority of all persons executing documents on behalf of the
parties thereto other than the Company, and the due authorization,
execution and delivery of all documents by the parties thereto other
than the Company.  As to matters of fact material to this opinion, I
have relied upon statements and representations of representatives of
the Company and of public officials and have assumed the same to have
been properly given and to be accurate.

     (c)  My opinion is based solely on and limited to the
federal laws of the United States of America and the Nevada laws.  I
express no opinion as to the laws of any other jurisdiction.

                                       Sincerely,

                                       /s/  Brian F. Faulkner
                                       Brian F. Faulkner, Esq.

                              EX-23.1
        CONSENT OF CHILD, VAN WAGONER & BRADSHAW, PLLC

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

       CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
GameZnFlix, Inc.

We hereby consent to the incorporation by reference of our report dated
April 15, 2009, with respect to the financial statements of GameZnFlix,
Inc. appearing in the Annual Report on Form 10-K of GameZnFlix, Inc. for
the years ended December 31, 2008 and 2007, in the Registration
Statement of GameZnFlix, Inc. on Form S-8 to be filed on or about April
23, 2009.  We also consent to the use of our name and the references to
us included in the Registration Statement.

/s/  Child, Van Wagoner & Bradshaw, PLLC
Child, Van Wagoner & Bradshaw, PLLC
Salt Lake City, Utah
April 23, 2009

                               EX-23.2
   CONSENT OF BRIAN F. FAULKNER, A PROFESSIONAL LAW CORPORATION

                            Brian F. Faulkner
                     A Professional Law Corporation
                     27127 Calle Arroyo, Suite 1923
                  San Juan Capistrano, California 92675
                            (949) 240-1361

April 23, 2009

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  GameZnFlix, Inc. 2009 Stock and Option Plan

Dear Sir/Madame:

     I have acted as counsel to GameZnFlix, Inc., a Nevada corporation
("Company"), in connection with its registration statement on Form S-8
relating to the registration of 500,000 shares of its common stock
("Shares"), $0.001 par value per Share, which are issuable pursuant to
the Company's 2009 Stock and Option Plan.  I hereby consent to all
references to my firm included in this registration statement,
including the opinion of legality.

                                       Sincerely,

                                       /s/  Brian F. Faulkner
                                       Brian F. Faulkner, Esq.