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)

         2006 Non-Employee Directors and Consultants Retainer Stock Plan;
                              2006 Stock Incentive Plan
                              (Full Title of the Plans)

                               John Fleming, President
                                   GameZnFlix, Inc.
                                  1535 Blackjack Road
                                 Franklin, Kentucky 42134
                                     (270) 598-0385
             (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

                               CALCULATION OF REGISTRATION FEE

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

Common Stock     150,000,000 (1)  $0.0095 (2)     $1,425,000        $180.55

Common Stock     250,000,000 (3)  $0.0095 (4)     $2,375,000        $300.91

(1)(2)  The 2006 Non-Employee Directors and Consultants Retainer Stock
Plan authorizes a total of 150,000,000 shares. 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
January 12, 2006 (within 5 business days prior to the date of filing
this registration statement).  See 2006 Non-Employee Directors and
Consultants Retainer Stock Plan, attached as Exhibit 4.1 to this Form S-8.

(3)(4)  The 2006 Stock Incentive Plan authorizes a total of 250,000,000
shares.  This offering price per share is calculated under Rule
457(h)(1) (reference to Rule 457(c)) as the exercise price of the
options is not known: average of the bid and ask prices as of January
12, 2006 (within five business days prior to the date of filing the
registration statement).  See 2006 Stock Incentive Plan, attached as
Exhibit 4.2 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, will 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 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 following are hereby incorporated by reference:

     (a)  The Company's latest annual report on Form 10-KSB for the fiscal
          year ended December 31, 2004, filed on April 1, 2005.

     (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-KSB referred to in (a) above, which consist of a Form
          10-KSB/A (year ended December 31, 2003) filed on January 10,
          2005; Form 8-K/A filed on January 18, 2005; Form 8-K filed on
          February 7, 2005; Form 10-QSB (quarter ended March 31, 2005)
          filed on May 2, 2005; Form 10-QSB/A (quarter ended March 31,
          2005) filed on May 4, 2005; Form 8-K filed on July 22, 2005;
          Form 10-QSB filed on August 15, 2005; Form 8-K filed on
          September 28, 2005; Form 8-K filed on October 6, 2005; Form 10-
          QSB filed on November 15, 2005; Form 8-K filed on January 5,
          2006, and Form 8-K/A filed on January 5, 2006.

     (c)  A description of the securities of the Company is contained in a
          Form SB-2 filed on January 20, 2005.

     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.

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-B, 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) To 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) For determining liability under the Securities Act,
     treat each post-effective amendment as a new registration
     statement of the securities offered, and the offering of the
     securities at that time to be the initial bona fide offering.

          (3) File a post-effective amendment to remove from
     registration any of the securities that remain unsold at the
     end of the offering.

          (4) For determining liability of the undersigned small
     business issuer under the Securities Act to any purchaser in
     the initial distribution of the securities, the undersigned
     small business issuer undertakes that in a primary offering of
     securities of the undersigned small business issuer 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 small
     business issuer 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 small business issuer 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 small
          business issuer or used or referred to by the undersigned
          small business issuer;

          (ii)  The portion of any other free writing
          prospectus relating to the offering containing material
          information about the undersigned small business issuer or
          its securities provided by or on behalf of the undersigned
          small business issuer; and

          (iv)  Any other communication that is an offer in the
          offering made by the undersigned small business issuer to
          the purchaser.

                                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 January 12, 2006.

                                       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                   January 12, 2006
John Fleming             Officer/Director

/s/  Donald Gallent      President/Director                January 12, 2006
Donald Gallent

/s/  Arthur De Joya      Chief Financial Officer           January 12, 2006
Arthur De Joya           (principal financial and
                         accounting officer)

/s/  Mark Crist          Director                          January 12, 2006
Mark Crist

                                  EXHIBIT INDEX

Number        Description

4.1      2006 Non-Employee Directors and Consultants Retainer Stock
         Plan, dated January 6, 2006 (filed herewith).

4.2      2006 Stock Incentive Plan, dated January 6, 2006 (filed
         herewith).

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

23.1     Consent of Smith & Company (filed herewith).

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

         2006 Non-Employee Directors and Consultants Retainer Stock Plan;
                              2006 Stock Incentive Plan
                              (Full Title of the Plans)

                               John Fleming, President
                                   GameZnFlix, Inc.
                                  1535 Blackjack Road
                                 Franklin, Kentucky 42134
                                     (270) 598-0385
             (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

                               CALCULATION OF REGISTRATION FEE

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

Common Stock     150,000,000 (1)  $0.0095 (2)     $1,425,000        $180.55

Common Stock     250,000,000 (3)  $0.0095 (4)     $2,375,000        $300.91

(1)(2)  The 2006 Non-Employee Directors and Consultants Retainer Stock
Plan authorizes a total of 150,000,000 shares. 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
January 12, 2006 (within 5 business days prior to the date of filing
this registration statement).  See 2006 Non-Employee Directors and
Consultants Retainer Stock Plan, attached as Exhibit 4.1 to this Form S-8.

(3)(4)  The 2006 Stock Incentive Plan authorizes a total of 250,000,000
shares.  This offering price per share is calculated under Rule
457(h)(1) (reference to Rule 457(c)) as the exercise price of the
options is not known: average of the bid and ask prices as of January
12, 2006 (within five business days prior to the date of filing the
registration statement).  See 2006 Stock Incentive Plan, attached as
Exhibit 4.2 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, will 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 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 following are hereby incorporated by reference:

     (a)  The Company's latest annual report on Form 10-KSB for the fiscal
          year ended December 31, 2004, filed on April 1, 2005.

     (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-KSB referred to in (a) above, which consist of a Form
          10-KSB/A (year ended December 31, 2003) filed on January 10,
          2005; Form 8-K/A filed on January 18, 2005; Form 8-K filed on
          February 7, 2005; Form 10-QSB (quarter ended March 31, 2005)
          filed on May 2, 2005; Form 10-QSB/A (quarter ended March 31,
          2005) filed on May 4, 2005; Form 8-K filed on July 22, 2005;
          Form 10-QSB filed on August 15, 2005; Form 8-K filed on
          September 28, 2005; Form 8-K filed on October 6, 2005; Form 10-
          QSB filed on November 15, 2005; Form 8-K filed on January 5,
          2006, and Form 8-K/A filed on January 5, 2006.

     (c)  A description of the securities of the Company is contained in a
          Form SB-2 filed on January 20, 2005.

     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.

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-B, 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) To 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) For determining liability under the Securities Act,
     treat each post-effective amendment as a new registration
     statement of the securities offered, and the offering of the
     securities at that time to be the initial bona fide offering.

          (3) File a post-effective amendment to remove from
     registration any of the securities that remain unsold at the
     end of the offering.

          (4) For determining liability of the undersigned small
     business issuer under the Securities Act to any purchaser in
     the initial distribution of the securities, the undersigned
     small business issuer undertakes that in a primary offering of
     securities of the undersigned small business issuer 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 small
     business issuer 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 small business issuer 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 small
          business issuer or used or referred to by the undersigned
          small business issuer;

          (ii)  The portion of any other free writing
          prospectus relating to the offering containing material
          information about the undersigned small business issuer or
          its securities provided by or on behalf of the undersigned
          small business issuer; and

          (iv)  Any other communication that is an offer in the
          offering made by the undersigned small business issuer to
          the purchaser.

                                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 January 12, 2006.

                                       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                   January 12, 2006
John Fleming             Officer/Director

/s/  Donald Gallent      President/Director                January 12, 2006
Donald Gallent

/s/  Arthur De Joya      Chief Financial Officer           January 12, 2006
Arthur De Joya           (principal financial and
                         accounting officer)

/s/  Mark Crist          Director                          January 12, 2006
Mark Crist

                                  EXHIBIT INDEX

Number        Description

4.1      2006 Non-Employee Directors and Consultants Retainer Stock
         Plan, dated January 6, 2006 (filed herewith).

4.2      2006 Stock Incentive Plan, dated January 6, 2006 (filed
         herewith).

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

23.1     Consent of Smith & Company (filed herewith).

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