INCT / InCapta, Inc. - Zgłoszenia SEC, Raport roczny, o pełnomocnictwie

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2018 ☐ TRANSITION REPORT PURSUANT T

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-29113 FRANKSPEECH NETWOR

ORDER

UNITED STATES OF AMERICA BEFORE THE SECURITIES AND EXCHANGE COMMISSION May 5, 2023 In the Matter of InCapta, Inc.

SUBSCRIPTION AGREEMENT

Exhibit 4.1 SUBSCRIPTION AGREEMENT The undersigned (the “Subscriber”), desires to become a holder of common shares (the “Shares”) of INCAPTA, INC., a corporation organized under the laws of the state of Wyoming (the “Company”); one share of Common Stock has a par value $0.001 per share. Accordingly, the Subscriber hereby agrees as follows: 1. Subscription. 1.1 The Subscriber hereby subscribes for

BY-LAWS OF SYCO COMICS AND DISTRIBUTION, INC.

Exhibit 2.2 BY-LAWS OF SYCO COMICS AND DISTRIBUTION, INC. Now known as InCapta, Inc – A Wyoming Corporation – Please see updated Registered Agent/ Offices ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. - The registered office shall be established and maintained at c/o United Corporate Services, Inc., 15 East North Street, Dover, Delaware 19901 and United Corporate Services, Inc. shall be the regi

PART II OFFERING CIRCULAR INCAPTA, INC. 1876 Horse Creek Road Cheyenne, Wyoming 82009 Persons to contact at Company with respect to offering: Gregory Martin Best Efforts Offering of 50,000,000,000 Shares of Common Stock At a price of $0.0001 Per Shar

PART II AND III 2 ea151691-1aincaptainc.htm OFFERING CIRCULAR PART II OFFERING CIRCULAR INCAPTA, INC. 1876 Horse Creek Road Cheyenne, Wyoming 82009 Persons to contact at Company with respect to offering: Gregory Martin Best Efforts Offering of 50,000,000,000 Shares of Common Stock At a price of $0.0001 Per Share INCAPTA, INC. (“the Company”, “we”) is selling up to 50,000,000 shares of our common s

INCT / InCapta, Inc. ORDER - -

begin 644 filename1 M)5!$1BTQ+C8-)>+CS],-"C$P(# @;V)J#3P\+TQI;F5AF4@,C@O5'EP92]84F5F+U=;,2 R(#%=/CYS=')E86T-"FC>8F)D$&!@ M8F *!Q(,?D""\0"08+X)(MR!1/8K(%'['4CPV-@8F28"5+'P$B ^,]XX"= M@ $ K-$)] T*96YD7!E M+T-A=&%L;V<^/@UE;F1O8FH-,3(@,"!O8FH-/#PO07)T0F]X6S @," V,3(@ M-SDR72]";&5E9$)O>%LP(# @-C$R(#7!E+U!A9V4^/@UE;F1O8FH-,3,@,"!O8FH-/#PO1FEL M=&5R+T9L871E1&5C;V1E+T9I)L3C+];![&8XS\L8#?JF@T"M? 2#II']-K MH-\H)]G+5K^6)]76VUWLI%GJTD"<,#)3V^\Z7ZT-2)&0,^TM(\XDF1=JU4 0 MNEZGT^KY?B1$#*.

Auditor’s Consent – As part of 10k year end Dec. 31, 2017

EX1A-11 CONSENT 5 f1a2018ex11incaptainc.htm AUDITOR'S CONSENT Exhibit 11 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Incapta, Inc Opinion on the Financial Statements We have audited the accompanying statement of financial position of Incapta, Inc (the “Company”) as of December 31, 2017 and 2016, the related statements of loss, stockholders’

INCT / InCapta, Inc. OFFERING CIRCULAR

PART II AND III 2 f1a2018incaptainc.htm OFFERING CIRCULAR PART II OFFERING CIRCULAR INCAPTA, INC. 1876 Horse Creek Road Cheyenne, Wyoming 82009 Persons to contact at Company with respect to offering: Gregory Martin Best Efforts Offering of 50,000,000 Shares of Common Stock At a price of $1.00 Per Share INCAPTA, INC. (“the Company”, “we”) is selling up to 50,000,000 shares of our common stock (par

Subscription Agreement

EX1A-4 SUBS AGMT 4 f1a2018ex4-1incaptainc.htm SUBSCRIPTION AGREEMENT Exhibit 4.1 INCAPTA, INC. SUBSCRIPTION AGREEMENT To: INCAPTA, INC. 1876 Horse Creek Rd. Cheyenne, Wyoming 82009 From: (Full name of Subscriber) (Please print the exact name; must be same person or entity signing this Agreement). Number of Common Shares requested: Price per Share: $1.00 Total purchase price ($1.00 x number of Shar

INCT / InCapta, Inc. BYLAWS

EX1A-2B BYLAWS 3 f1a2018ex2-2incaptainc.htm BYLAWS Exhibit 2.2 BY-LAWS OF SYCO COMICS AND DISTRIBUTION, INC. Now known as InCapta, Inc – A Wyoming Corporation – Please see updated Registered Agent/ Offices ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. - The registered office shall be established and maintained at c/o United Corporate Services, Inc., 15 East North Street, Dover, Delaware 19901 an

INCT / InCapta, Inc. NOTICE OF TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(G)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 0-29113 INCAPTA, INC. (Exact name of registrant as specified in its charter)

INCT / InCapta, Inc. ANNUAL REPORT (Annual Report)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 0-29113 INCAPTA, INC. (Exact Name

Certificate of Amendment Wyoming

Exhibit 10.1

Current Report

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): April 24, 2018 INCAPTA, INC. (Exact Name of Registrant as Specified in Its Charter) Wyoming 0-29113 47-3903460 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. E

INCT / InCapta, Inc. NT 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form N-SAR For the Period Ended: December 31, 2017 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR ¨ Transition Report on Form 11-K For the Transition Period Ended: Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

INCT / InCapta, Inc. REGISTRATION STATEMENT

S-8 1 fs82018incaptainc.htm REGISTRATION STATEMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 InCapta, Inc. (Exact name of registrant as specified in charter) Wyoming 47-3903460 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 1876 Horse Creek Road Cheyenne, Wyoming

InCapta, Inc. 2018 Stock Awards Plan dated February 12, 2018

EX-4 2 fs82018ex4incaptainc.htm INCAPTA, INC. 2018 STOCK AWARDS PLAN DATED FEBRUARY 12, 2018 Exhibit 4 INCAPTA, INC. 2018 STOCK AND OPTION PLAN 1. GENERAL PROVISIONS. 1.1 Purpose. The InCapta, Inc. 2018 Stock and Option Plan (“Plan”) is intended to allow designated directors, officers, employees, and certain non-employees, including consultants (all of whom are sometimes collectively referred to h

Other Events

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): May 1, 2017 INCAPTA, INC. (Exact Name of Registrant as Specified in Its Charter) Wyoming 0-29113 47-3903460 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Empl

INCT / InCapta, Inc. QUARTERLY REPORT (Quarterly Report)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-29113 INCAPTA, INC.

INCT / InCapta, Inc. NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR For the Period Ended: September 30, 2017 ? Transition Report on Form 10-K ? Transition Report on Form 10-Q ? Transition Report on Form 20-F ? Transition Report on Form N-SAR ? Transition Report on Form 11-K For the Transition Period Ended: Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

INCT / InCapta, Inc. QUARTERLY REPORT (Quarterly Report)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-29113 INCAPTA INC. (Exact

Revenue Share Agreement dated May 26, 2017 with Banana Box Wholesale Grocery

EX-10.4 5 f10q0617ex10-4incaptainc.htm REVENUE SHARE AGREEMENT DATED MAY 26, 2017 WITH BANANA BOX WHOLESALE GROCERY Exhibit 10.4 REVENUE Share Agreement Between Banana Box Wholesale Grocery and InCapta, Inc, in association with the Car Flip Guys and Mancuso Martin Productions who will serve as Producers of the TV Show “Secret Savings on Groceries - Cut your bill in half.” REVENUE SHARING AGREEMENT

Convertible Promissory Note dated June 1, 2017 Issued to the Lender

Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

Revenue Share Agreement dated May 26, 2017 with The Car Flip Guys

EX-10.3 4 f10q0617ex10-3incaptainc.htm REVENUE SHARE AGREEMENT DATED MAY 26, 2017 WITH THE CAR FLIP GUYS Exhibit 10.3 REVENUE Share Agreement Between The Car Flip Guys and InCapta, Inc. REVENUE SHARING AGREEMENT This REVENUE SHARING (the “Agreement”) is dated as of the 26th day of May, 2017 (“Effective Date”) and is made by and between THE CAR FLIP GUYS. (“The Car Flip Guys”), with its principal p

Securities Purchase Agreement dated June 1, 2017 between the Company and the Lender

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 1, 2017, by and between INCAPTA INC., a Nevada corporation, with its address at 1950 Fifth Avenue, Suite 100, San Diego, California 92121 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (

InCapta NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR For the Period Ended: June 30, 2017 ? Transition Report on Form 10-K ? Transition Report on Form 10-Q ? Transition Report on Form 20-F ? Transition Report on Form N-SAR ? Transition Report on Form 11-K For the Transition Period Ended: Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

Current Report

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): July 20, 2017 INCAPTA, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 0-29113 47-3903460 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Emp

INCT / InCapta, Inc. / Martin Gregory Bryan - SCHEDULE 13D Activist Investment

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) INCAPTA, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 45331T200 (CUSIP Number) John Fleming InCapta, Inc. 1950 Fifth Avenue, Suite 100 San Diego, California 92101 (Name, Address and Telephone Number of Person Authorized to Receive Notices and C

CONSULTING SERVICES AGREEMENT

Exhibit 10 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement (?Agreement?), dated May 1, 2017, is made by and between Gregory Martin (?Consultant?), whose address is 1876 Horse Creek Road.

Current Report

8-K 1 f8k052417incaptainc.htm CURRENT REPORT U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): May 24, 2017 INCAPTA, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 0-29113 47-3903460 (State or Other Jurisdiction of Incorpo

InCapta QUARTERLY REPORT (Quarterly Report)

10-Q 1 f10q0317incaptainc.htm QUARTERLY REPORT U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMI

InCapta NOTIFICATION OF LATE FILING

NT 10-Q 1 extf10q0317incaptainc.htm NOTIFICATION OF LATE FILING SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR For the Period Ended: March 31, 2017 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ Transit

INCT / InCapta, Inc. / Faulkner Brian F - SCHEDULE 13D Activist Investment

SC 13D 1 sc13d0417faulknerincaptainc.htm SCHEDULE 13D U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) INCAPTA, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 45331T200 (CUSIP Number) John Fleming InCapta, Inc. 1950 Fifth Avenue, Suite 100 San Diego, California 92101 (Name, Address and Telephon

InCapta REGISTRATION STATEMENT

S-8 1 fs82017incaptainc.htm REGISTRATION STATEMENT U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INCAPTA, INC. (Exact Name of Company as Specified in Its Charter) Nevada 47-3903460 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 1950 Fifth Avenue, Suite 100, San Die

INCAPTA, INC. 2017 STOCK AND OPTION PLAN

EX-4 2 fs82017ex4incaptainc.htm 2017 STOCK AND OPTION PLAN, DATED APRIL 5, 2017 Exhibit 4 INCAPTA, INC. 2017 STOCK AND OPTION PLAN 1. GENERAL PROVISIONS. 1.1 Purpose. The InCapta, Inc. 2017 Stock and Option Plan (“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 “Emp

InCapta ANNUAL REPORT (Annual Report)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 0-29113 INCAPTA, INC. (Exact Name

InCapta QUARTERLY REPORT (Quarterly Report)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-29113 INCAPTA INC. (

InCapta AMENDED QUARTERLY REPORT (Quarterly Report)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 2) (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-29113

InCapta AMENDED QUARTERLY REPORT (Quarterly Report)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Amendment No. 1) (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-29113

InCapta AMENDED ANNUAL REPORT (Annual Report)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 0-29113 INCAPTA

INCT / InCapta, Inc. / KCG AMERICAS LLC - INCT 13G/A Passive Investment

SC 13G/A 1 kcg2015033113ga.htm INCT 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment 1) InCapta, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 45331T101 (CUSIP Number) August 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

INCT / InCapta, Inc. / FLEMING JOHN - SC 13D Activist Investment

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) INCAPTA, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 45331T200 (CUSIP Number) John Fleming InCapta, Inc. 1950 Fifth Avenue, Suite 100 San Diego, California 92101 (Name, Address and Telephone Number of Person Authorized to Receive Notices and C

InCapta FORM 10-Q/A (Quarterly Report)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-29113 INCAPTA INC. (Exa

InCapta 10-Q (Quarterly Report)

10-Q 1 v44695410q.htm 10-Q U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 00

InCapta 10-Q (Quarterly Report)

10-Q 1 v44695410q.htm 10-Q U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 00

Current Report

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): August 8, 2016 INCAPTA, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 0-29113 47-3903460 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorpor

Current Report

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): August 8, 2016 INCAPTA, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 0-29113 47-3903460 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorpor

INCAPTA, INC. 2016 STOCK AND OPTION PLAN

EX-4 2 v446366ex4.htm EXHIBIT 4 Exhibit 4 INCAPTA, INC. 2016 STOCK AND OPTION PLAN 1. GENERAL PROVISIONS. 1.1 Purpose. The InCapta, Inc. 2016 Stock and Option Plan (“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 InCapta, Inc., a Nevada corporation

InCapta FORM S-8

S-8 1 v446366s8.htm FORM S-8 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INCAPTA, INC. (Exact Name of Company as Specified in Its Charter) Nevada 47-3903460 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 1950 Fifth Avenue, Suite 100, San Diego, California 92101 (

INCT / InCapta, Inc. / KCG AMERICAS LLC - SC 13G INCT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Initial Filing) Under the Securities Exchange Act of 1934 InCapta, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 45331T101 (CUSIP Number) June 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil

Current Report

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): May 31, 2016 INCAPTA, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 0-29113 47-3903460 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorpor

InCapta FORM 10-Q (Quarterly Report)

10-Q 1 v44272610q.htm FORM 10-Q U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMB

Current Report

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): May 31, 2016 INCAPTA, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 0-29113 47-3903460 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporat

Form of Claim Purchase Agreement between the Company and Rockwell Capital Partners, Inc., dated May 31, 2016 (incorporated by reference to Exhibit 10.2 of the Form 8-K filed on June 9, 2016)

EX-10.2 3 v442046ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 FORM OF CLAIM PURCHASE AGREEMENT This Claim Purchase Agreement (“Agreement”) (together wit h Exhibits A and B annexed hereto and made a part hereof, all of which taken together constitute this “Agreement”) is entered into effective as of the date of full execution (“Effective Date”), by and between Rockwell Capital Partners, Inc. (“Purchaser”),

Settlement Agreement and Stipulation between the Company and Rockwell Capital Partners, Inc., dated May 31, 2016 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on June 9, 2016).

Exhibit 10.1 SETTLEMENT AGREEMENT AND STIPULATION THIS SETTLEMENT AGREEMENT and STIPULATION is dated as of May 31, 2016 by and between InCapta, Inc. (?INCAPTA? or the ?Company?), a corporation formed under the laws of the State of Nevada, and Rockwell Capital Partners, Inc., (?RCP?), a Delaware corporation. BACKGROUND: WHEREAS, there are bona fide outstanding liabilities of the Company in the prin

Certificate of Amendment to Articles of Incorporation, dated December 21, 2015 (incorporated by reference to Exhibit 3.12 of the Form 10-K filed on June 8, 2016).

Exhibit 3.12 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION FOR NEVADA PROFIT CORPORATION (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Name of corporation: InCapta, Inc. 2. The articles have been amended as follows (provide article numbers, if available): “Article 3: The total number of shares of authorized capital stock of the corporation currently consists of five bill

Convertible Promissory Note issued by the Company to JMJ Financial, dated February 23, 2016 (incorporated by reference to Exhibit 10.11 of the Form 10-K filed on June 8, 2016).

EX-10.11 4 v441792ex10-11.htm EXHIBIT 10.11 Exhibit 10.11 CONVERTIBLE PROMISSORY NOTE FOR VALUE RECEIVED, InCapta, Inc., a Nevada corporation (the “Issuer” of this Security) with at least 70,000,000 common shares issued and outstanding, issues this Security and promises to pay to JMJ Financial, a Nevada sole proprietorship, or its Assignees (the “Investor”) the Principal Sum along with the Interes

Securities Purchase Agreement between the Company and JMJ Financial, dated February 24, 2016 (incorporated by reference to Exhibit 10.10 of the Form 10-K filed on June 8, 2016).

EX-10.10 3 v441792ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 24, 2016, between InCapta, Inc., a Nevada corporation (the “Issuer”) and JMJ Financial (the “Investor”) (referred to collectively herein as the “Parties”). WHEREAS, the Issuer desires to sell and Investor desires to purchase a Convert

Securities Purchase Agreement between the Company and EMA Financial, LLC, dated February 11, 2016 (incorporated by reference to Exhibit 10.13 of the Form 10-K filed on June 8, 2016).

EX-10.13 6 v441792ex10-13.htm EXHIBIT 10.13 Exhibit 10.13 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 11, 2016, is entered into by and between InCapta, Inc., a Nevada corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this

Common Stock Purchase Warrant issued to JMJ Financial by the Company, dated February 24, 2016 (incorporated by reference to Exhibit 10.12 of the Form 10-K filed on June 8, 2016).

Exhibit 10.12 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION. COMMON STOCK PURCH

10% Convertible Note issued by the Company to EMA Financial, LLC, dated February 11, 2016 (incorporated by reference to Exhibit 10.14 of the Form 10-K filed on June 8, 2016).

EX-10.14 7 v441792ex10-14.htm EXHIBIT 10.14 Exhibit 10.14 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF

InCapta FORM 10-K (Annual Report)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 0-29113 INCAPTA, INC. (Exact Name

InCapta NT 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR For the Period Ended: December 31, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 10-Q ? Transition Report on Form 20-F ? Transition Report on Form N-SAR ? Transition Report on Form 11-K For the Transition Period Ended: Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

INCT / InCapta, Inc. / ACUNTO JOHN P Activist Investment

SC 13D 1 eps6608.htm U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) INCAPTA, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 45331T 101 (CUSIP Number) John Fleming InCapta, Inc. 1950 Fifth Avenue, #100 San Diego, California 92101 (Name, Address and Telephone Number of Person Authorized to Rece

LETTER

Mail Stop 3561 December 16, 2015 John Fleming Chief Executive Officer InCapta, Inc.

INCAPTA, INC. 2015 STOCK AND OPTION PLAN

Exhibit 4 INCAPTA, INC. 2015 STOCK AND OPTION PLAN 1. GENERAL PROVISIONS. 1.1 Purpose. The InCapta, Inc. 2015 Stock and Option Plan (?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 InCapta, Inc., a Nevada corporation (?Company?) and its Subsidiaries

InCapta FORM S-8

S-8 1 v426585s8.htm FORM S-8 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INCAPTA, INC. (Exact Name of Company as Specified in Its Charter) Nevada 47-3903460 (State or Other Jurisdiction of Incorporation (I.R.S. Employer or Organization) Identification No.) 1950 Fifth Avenue, Suite 100, San Diego, California 92101 (

Consulting Services Agreement between the Company and Chad Antonson, dated November 1, 2015 (incorporated by reference to Exhibit 10.7 of the Form 10/A filed on December 4, 2015).

Exhibit 10.7 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement (“Agreement”), dated November 1, 2015, is made by and between Chad Antonson (“Consultant”), whose address is 617 Shady Nook Drive, Brandon, Florida 33511, and InCapta, Inc. (“Client”), having its principal place of business at 1950 Fifth Avenue, #100, San Diego, California 92101. WHEREAS, Consultant has extensive backgro

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 2) GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 INCAPTA, INC. (formerly known as TBC Globa

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 2) GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 INCAPTA, INC. (formerly known as TBC Global News Network, Inc.) (Name of Small Business Issuer in Its Charter) Nevada 47-3903460 . (State or Other Jurisdiction of (I.R.S. Employer Identificati

Artist Participation Agreement between Play Celebrity Games, Inc. and Stimulating Software, LLC, and Marcus Cooper, dated July 28, 2015 (incorporated by reference to Exhibit 10.9 of the Form 10/A filed on December 4, 2015).

Exhibit 10.9 ARTIST PARTICIPATION AGREEMENT This Agreement dated as of July 28, 2015, by and between Marcus Cooper (Artist’s Legal Name), p/k/a Pleasure P (Artist’s Pseudonym), with an address of (the “Artist”), and Play Celebrity Games, Inc, with address of 10316 Feldfarm Lane, Suite 300, Charlotte, NC 28210 (the “Company”), and Stimulating Software, LLC d/b/a/ Celebrity Games Software, with addr

Blanket Marketing and Artists Participation Agreement between Celebrity Games Corp. (now known as Play Celebrity Games, Inc.), and Celebrity Games Software, LLC (now known as Stimulating Software, LLC), and TopFan, dated April 30, 2015 (incorporated by reference to Exhibit 10.8 of the Form 10/A filed on December 4, 2015).

EX-10.8 4 v426246ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 BLANKET MARKETING AND ARTIST PARTICIPATION AGREEMENT Agreement dated as of April 30, 2015 by and between TopFan (“Lender”) with address of 8547 East Araphoe Road, Suite J329, Greenwood Village, CO 80111, and Celebrity Games Corp. and it’s assigns, with address of 7810 Ballantyne Commons Parkway Suite 210 Charlotte, NC 28277 (hereinafter “Games”

Consulting Services Agreement between the Company and John Swartz, dated September 1, 2015 (incorporated by reference to Exhibit 10.6 of the Form 10/A filed on December 4, 2015).

EX-10.6 2 v426246ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement (“Agreement”), dated September 1, 2015, is made by and between John Swartz (“Consultant”), whose address is 154 Gull Aire Boulevard, Oldsmar, Florida 34677, and TBC Global News Network, Inc. (“Client”), having its principal place of business at 1950 Fifth Avenue, #100, San Diego,

InCapta ESP

Brian F. Faulkner A PROFESSIONAL LAW CORPORATION 27127 CALLE ARROYO, SUITE 1923 . SAN JUAN CAPISTRANO, CALIFORNIA 92675 T: 949.240.1361 . F: 949.240.1362 . C: 714.608.2125 E: [email protected] VIA EDGAR December 2, 2015 John Dana Brown, Attorney-Advisor U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: InCapta, Inc. (formerly TBC

LETTER

Mail Stop 3561 November 18, 2015 John Fleming Chief Executive Officer InCapta, Inc.

Certificate of Amendment to Articles of Incorporation, dated October 21, 2015 (incorporated by reference to Exhibit 3.11 of the Form 10/A filed on November 4, 2015).

Exhibit 3.11 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION FOR NEVADA PROFIT CORPORATION (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Name of corporation: TBC Global News Network, Inc. 2. The articles have been amended as follows (provide article numbers, if available): Article 1: “The name of this corporation is: “InCapta, Inc.” 3. The vote by which the stockholders ho

Developer Distribution Agreement between Inner Four, Inc. and Stimulating Software, LLC, and Google, Inc., dated December 15, 2008 (Inner Four) and November 7, 2014 (Stimulating Software) (incorporated by reference to Exhibit 10.4 of the Form 10/A filed on November 4, 2015).

Exhibit 10.4 GOOGLE PLAY DEVELOPER DISTRIBUTION AGREEMENT Last modified: May 5, 2015 Definitions Authorized Carrier: A mobile network operator who is authorized to receive a distribution fee for Products that are sold to users of Devices on its network. Brand Features: the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively,

Developer Agreement between Inner Four, Inc., Stimulating Software, LLC and Play Celebrity, Inc., and Apple, Inc., dated December 15, 2008 (Inner Four), November 7, 2014 (Stimulating Software), and October 12, 2015 (Play Celebrity) (incorporated by reference to Exhibit 10.3 of the Form 10/A filed on November 4, 2015).

EX-10.3 3 v423719ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 THIS IS A LEGAL AGREEMENT BETWEEN YOU AND APPLE INC. (“APPLE”) STATING THE TERMS THAT GOVERN YOUR PARTICIPATION AS AN APPLE DEVELOPER. PLEASE READ THIS APPLE DEVELOPER AGREEMENT (“AGREEMENT”) BEFORE PRESSING THE “AGREE” BUTTON AND CHECKING THE BOX AT THE BOTTOM OF THIS PAGE. BY PRESSING “AGREE,” YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS

InCapta ESP

Brian F. Faulkner A PROFESSIONAL LAW CORPORATION 27127 CALLE ARROYO, SUITE 1923 . SAN JUAN CAPISTRANO, CALIFORNIA 92675 T: 949.240.1361 . F: 949.240.1362 . C: 714.608.2125 E: [email protected] VIA EDGAR November 3, 2015 John Dana Brown, Attorney-Advisor U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: InCapta, Inc. (formerly TBC

App Distribution and Services Agreement between Inner Four, Inc. and Stimulating Software, LLC, and Amazon Digital Services, Inc., Amazon Media EU S.a.r.l., Amazon Services International, Inc., Amazon Servicos de Varejo do Brasil Ltda., Amazon.com Int’l Sales, Inc., and Amazon Australia Services, Inc., dated December 15, 2008 (Inner Four) and November 7, 2014 (Stimulating Software) (incorporated by reference to Exhibit 10.5 of the Form 10/A filed on November 4, 2015).

Exhibit 10.5 APP DISTRIBUTION AND SERVICES AGREEMENT This is an agreement between Amazon Digital Services, Inc., Amazon Media EU S.a.r.l., Amazon Services International, Inc., Amazon Servicos de Varejo do Brasil Ltda., Amazon.com Int’l Sales, Inc., and Amazon Australia Services, Inc. (each, individually, an “Amazon Party” and, together with their affiliates, “Amazon,” “we” or “us”) and you (if reg

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 INCAPTA, INC. (formerly known as TBC Global News Network, In

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 INCAPTA, INC. (formerly known as TBC Global News Network, Inc.) (Name of Small Business Issuer in Its Charter) Nevada 47-3903460 . (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporat

LETTER

Mail Stop 3561 October 22, 2015 John Fleming Chief Executive Officer TBC Global News Network, Inc.

InCapta ESP

Brian F. Faulkner A PROFESSIONAL LAW CORPORATION 27127 CALLE ARROYO, SUITE 1923 . SAN JUAN CAPISTRANO, CALIFORNIA 92675 T: 949.240.1361 . F: 949.240.1362 . C: 714.608.2125 E: [email protected] VIA EDGAR October 8, 2015 John Dana Brown, Attorney-Advisor U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: TBC Global News Network, Inc.

First Amendment to Promissory Note issued by the Company to Peter Lambert, dated June 12, 2015 (incorporated by reference to Exhibit 10.2 of the Form 10 filed on October 7, 2015).

Exhibit 10.2 FIRST AMENDMENT TO THE FOLLOWING PROMISSORY NOTE PROMISSORY NOTE - BETWEEN GLOBAL NEWS NETWORK AND PETER LAMBERT Dated: March 17, 2015 This instrument executed this 12th day of June, 2015 is the First Amendment to the above referenced Promissory: 1. The subject Promissory Note was to be paid on or about June 17, 2015 to Peter Lambert. However, investments funds did not arrive on the p

Articles of Incorporation, dated December 19, 2001 (incorporated by reference to Exhibit 3.1 of the Form 10 filed on October 7, 2015).

Exhibit 3.1 ARTICLES OF INCORPORATION (PURSUANT TO NRS 78) 1. Name of Corporation Syconet,com, Inc. NAME 2. Resident Agent Name The Corporation Trust Company of Nevada and Street Address: PHYSICAL STREET ADDRESS CITY ZIP 6100 Neil Road, Suite 500 Reno NEVADA 89511 ADDITIONAL MAILING ADDRESS CITY STATE ZIP 3. Shares: Number of shares Number of shares with par value: Par value: without par value: 0

Promissory Note issued by the Company to Peter Lambert, dated March 17, 2015 (incorporated by reference to Exhibit 10.1 of the Form 10 filed on October 7, 2015).

EX-10.1 17 v421754ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 PROMISSORY NOTE $25,000.00 San Diego, California March 17, 2015 FOR VALUE RECEIVED, the undersigned, GLOBAL NEWS NETWORK, INC. in their capacity (“Borrower”) promise to pay in lawful money of the United States of America, to PETER LAMBERT referred to in this Agreement as ("Lender”) the principal sum of Twenty Five Thousand Dollars ($25,000.00)

Certificate of Amendment to Articles of Incorporation, dated March 21, 2006 (incorporated by reference to Exhibit 3.8 of the Form 10 filed on October 7, 2015).

Exhibit 3.8 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION FOR NEVADA PROFIT CORPORATION (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Name of corporation: GameZnFlix, Inc. 2. The articles have been amended as follows (provide article numbers, if available): Article 3 is amended to read as follows: Number of shares of common stock with par value: 25,000,000,000. 3. The vo

Certificate of Amendment to Articles of Incorporation, dated July 11, 2003 (incorporated by reference to Exhibit 3.4 of the Form 10 filed on October 7, 2015).

Exhibit 3.4 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF POINT GROUP HOLDINGS, INCORPORATED I, John Fleming, certify that: 1. The original articles of incorporation of the Company were filed with the Office of the Secretary of State on December 19, 2001. 2. Pursuant to a unanimous written consent of the Board of Directors of the Com

Bylaws (incorporated by reference to Exhibit 3.11 of the Form 10 filed on October 7, 2015).

Exhibit 3.11 BY-LAWS OF SYCO COMICS AND DISTRIBUTION, INC. ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. - The registered office shall be established and maintained at c/o United Corporate Services, Inc., 15 East North Street, Dover, Delaware 19901 and United Corporate Services, Inc. shall be the registered agent of this corporation in charge thereof. SECTION 2. OTHER OFFICES. - The corporation

Acquisition Agreement between the Company, on the one hand, and John Fleming, John Swartz, Team AJ, LLC, and Chasin, LLC, on the other hand, dated September 3, 2015 (including Exhibit A (Option); Exhibit B-1 (Stock Option Agreement); Exhibit B-2 (Stock Option Agreement); Exhibit C (Amended Certificate of Designation); Exhibit D (Design and License Agreement); Exhibit E (Registration Rights Agreement); Schedule 1.3 (Excluded Assets); Schedule 2.1 (Excluded Applications); Schedule 4.6 (Capitalization of GameCo. Companies); Schedule 4.10 (Assets of GameCo. Companies); Schedule 4.13 (Material Contracts of GameCo. Companies); Schedule 4.16 (Employees and Compensation Plans); Schedule 5.6 (Capitalization of Play Celebrity); Schedule 5.10 (All Assets, Tangible and Intangible, of Play Celebrity); Schedule 5.13 (Material Contracts); Schedule 5.16 (Employees and Compensation Plans); Schedule 6.8(a); Schedule 6.8(b); Schedule 6.8(c); Schedule 6.11 (All Assets, Tangible and Intangible, of InCapta); Schedule 6.13 (Material Contracts); Schedule 6.16 (Employees and Compensation Plans) (incorporated by reference to Exhibit 2.3 of the Form 10 filed on October 7, 2015).

EX-2.3 4 v421754ex2-3.htm EXHIBIT 2.3 Exhibit 2.3 ACQUISITION AGREEMENT This Acquisition Agreement (“Agreement”) is made as of September 2015 by an among TBC Global News Network, Inc., a Nevada corporation (“TBC Global”), John Fleming (“Fleming”), John Swartz (“Swartz”, being the sole stockholder of each of Inner Four, Inc., a Florida corporation (“Inner Four”), Stimulating Software, LLC, a Florid

Certificate of Amendment to Articles of Incorporation, dated July 19, 2005 (incorporated by reference to Exhibit 3.7 of the Form 10 filed on October 7, 2015).

EX-3.7 11 v421754ex3-7.htm EXHIBIT 3.7 Exhibit 3.7 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION FOR NEVADA PROFIT CORPORATION (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Name of corporation: GameZnFlix, Inc. 2. The articles have been amended as follows (provide article numbers, if available): Article 3 is amended to read as follows: Number of shares of common stock wi

Certificate of Amendment to Articles of Incorporation, dated January 26, 2004 (incorporated by reference to Exhibit 3.5 of the Form 10 filed on October 7, 2015).

Exhibit 3.5 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF POINT GROUP HOLDINGS, INCORPORATED I, John Fleming, certify that: 1. The original articles of incorporation of the Company were filed with the Office of the Secretary of State on December 19, 2001. 2. Pursuant to a unanimous written consent of the board of directors of the Company, the Company hereby adopts the following amendmen

Certificate of Amendment to Articles of Incorporation, dated November 21, 2002 (incorporated by reference to Exhibit 3.2 of the Form 10 filed on October 7, 2015).

Exhibit 3.2 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION FOR NEVADA PROFIT CORPORATION (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Name of corporation: Syconet.com, Inc. 2. The articles have been amended as follows (provide article numbers, if available): Article I. Name of Corporation: Point Group Holdings, Incorporated. 3. The vote by which the stockholders holding

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TBC GLOBAL NEWS NETWORK, INC. (Name of Small Business Issuer i

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TBC GLOBAL NEWS NETWORK, INC. (Name of Small Business Issuer in Its Charter) Nevada 47-3903460 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 1950 Fifth Avenue

Agreement and Plan of Merger between the Company and Syconet.com, Inc., a Delaware corporation, dated December 1, 2001 (incorporated by reference to Exhibit 2.1 of the Form 10 filed on October 7, 2015).

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND BETWEEN SYCONET.COM, INC. (NEVADA) AND SYCONET.COM, INC. (DELAWARE) This Agreement and Plan of Merger (“Agreement”) between Syconet.com, Inc. (“Syconet Nevada” or “Surviving Corporation”) and Syconet.com, Inc. (“Syconet Delaware”), the two corporations acting by their respective boards of directors and sometimes collectively referred to as the “Const

Certificate of Amendment to Articles of Incorporation, dated March 5, 2003 (incorporated by reference to Exhibit 3.3 of the Form 10 filed on October 7, 2015).

Exhibit 3.3 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF POINT GROUP HOLDINGS, INCORPORATED I, John Fleming, certify that: 1. The original articles of incorporation of the Company were filed with the Office of the Secretary of State on December 19, 2001. 2. Pursuant to a unanimous written consent of the Board of Directors of the Company, the Company hereby adopts the following amendmen

Purchase and Sale Agreement between the Company, on the one hand, and Sterling Yacht Sales, Inc., Glenn W. McMachen, Sr., and Arlene McMachen , on the other hand, dated March 19, 2010 (incorporated by reference to Exhibit 2.2 of the Form 10 filed on October 7, 2015).

Exhibit 2.2 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (?Agreement?) is entered into on March 19, 2010, by and between TBC Global News Network, Inc., a Nevada corporation (?TGLN?), Sterling Yacht Sales, Inc., a Florida corporation (?Sterling?), and Sterling stockholders Glenn W. McMachen, Sr., and Arlene McMachen, individually (collectively, ?Stockholders?), for the transfer of c

Certificate of Designation (Series A Convertible Preferred Stock), dated April 23, 2008 (incorporated by reference to Exhibit 4.1 of the Form 10 filed on October 7, 2015).

Exhibit 4.1 CERTIFICATE OF DESIGNATION OF GAMEZNFLIX, INC. NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issue of undesignated Preferred shares of the Company and does hereby fix and determine the rights, preferences, privileges, and restrictions of, and other matters relating to, that series, as follows and such issue shall not require the vote of the out

Certificate of Amendment to Articles of Incorporation, dated December 16, 2004 (incorporated by reference to Exhibit 3.6 of the Form 10 filed on October 7, 2015).

Exhibit 3.6 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION FOR NEVADA PROFIT CORPORATION (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Name of corporation: GameZnFlix, Inc. 2. The articles have been amended as follows (provide article numbers, if available): Article 3 is amended to read as follows: Number of shares of common stock with par value: 2,000,000,000. 3. The vot

Certificate of Amendment to Articles of Incorporation, dated December 10, 2007 (incorporated by reference to Exhibit 3.9 of the Form 10 filed on October 7, 2015).

EX-3.9 13 v421754ex3-9.htm EXHIBIT 3.9 Exhibit 3.9 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION FOR NEVADA PROFIT CORPORATION (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Name of corporation: GameZnFlix, Inc. 2. The articles have been amended as follows (provide article numbers, if available): Article 3 is amended to read as follows: The total number of shares of all c

Certificate of Amendment to Articles of Incorporation, dated May 7, 2009 (incorporated by reference to Exhibit 3.10 of the Form 10 filed on October 7, 2015).

Exhibit 3.10 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION FOR NEVADA PROFIT CORPORATION (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Name of corporation: GameZnFlix, Inc. 2. The articles have been amended as follows (provide article numbers, if available): Article 1: "The name of this corporation is: TBC Global News Network, Inc." 3. The vote by which the stockholders

InCapta

TBC Global News Network, Inc 1950 Fifth Ave #100 San Diego, CA 92101 Tel: 001.619. Fax: 001.619.238.4219 www.tgln.co October 1, 2015 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: TBC Global News Network, Inc. Form 10-12G Filed August 6, 2015 File No. 000-29113 Dear Sir/Madame: Pursuant to Section 12(d) under the Secu

LETTER

Mail Stop 3561 September 2, 2015 John Fleming Chief Executive Officer TBC Global News Network, Inc.

EX-3.11

Exhibit 3.11 BY-LAWS OF SYCO COMICS AND DISTRIBUTION, INC. ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. - The registered office shall be established and maintained at c/o United Corporate Services, Inc., 15 East North Street, Dover, Delaware 19901 and United Corporate Services, Inc. shall be the registered agent of this corporation in charge thereof. SECTION 2. OTHER OFFICES. - The corporation

EX-2.2

Exhibit 2.2 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement ("Agreement") is entered into on March 19, 2010, by and between TBC Global News Network, Inc., a Nevada corporation ("TGLN"), Sterling Yacht Sales, Inc., a Florida corporation ("Sterling"), and Sterling stockholders Glenn W. McMachen, Sr., and Arlene McMachen, individually (collectively, "Stockholders"), for the transfer of c

EX-3.6

EX-3.6 9 ex3-6.txt CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION Exhibit 3.6 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION FOR NEVADA PROFIT CORPORATION (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Name of corporation: GameZnFlix, Inc. 2. The articles have been amended as follows (provide article numbers, if available): Article 3 is amended to read as follows: N

EX-3.5

Exhibit 3.5 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF POINT GROUP HOLDINGS, INCORPORATED I, John Fleming, certify that: 1. The original articles of incorporation of the Company were filed with the Office of the Secretary of State on December 19, 2001. 2. Pursuant to a unanimous written consent of the board of directors of the Company, the Company hereby adopts the following amendmen

EX-3.8

EX-3.8 11 ex3-8.txt CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION Exhibit 3.8 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION FOR NEVADA PROFIT CORPORATION (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Name of corporation: GameZnFlix, Inc. 2. The articles have been amended as follows (provide article numbers, if available): Article 3 is amended to read as follows:

EX-3.1

Exhibit 3.1 ARTICLES OF INCORPORATION (PURSUANT TO NRS 78) 1. Name of Corporation: Syconet,com, Inc. 2. Resident Agent The Corporation Trust Company of Nevada Name and Street Name Address: 6100 Neil Road, Suite 500 Reno NEVADA 89511 Address City Zip Code Optional Mailing Address City State Zip Code 3. Shares: Number of shares Number of shares with par value: 500,000,000 Par value: $0.001 without p

EX-2.1

EX-2.1 2 ex2-1.txt AGREEMENT AND PLAN OF MERGER Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND BETWEEN SYCONET.COM, INC. (NEVADA) AND SYCONET.COM, INC. (DELAWARE) This Agreement and Plan of Merger ("Agreement") between Syconet.com, Inc. ("Syconet Nevada" or "Surviving Corporation") and Syconet.com, Inc. ("Syconet Delaware"), the two corporations acting by their respective boards of directors and

EX-10.2

Exhibit 10.2 FIRST AMENDMENT TO THE FOLLOWING PROMISSORY NOTE PROMISSORY NOTE - BETWEEN GLOBAL NEWS NETWORK AND PETER LAMBERT DATED: MARCH 17, 2015 This instrument executed this 12th day of June, 2015 is the First Amendment to the above referenced Promissory: 1. The subject Promissory Note was to be paid on or about June 17, 2015 to Peter Lambert. However, investments funds did not arrive on the p

EX-3.4

Exhibit 3.4 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF POINT GROUP HOLDINGS, INCORPORATED I, John Fleming, certify that: 1. The original articles of incorporation of the Company were filed with the Office of the Secretary of State on December 19, 2001. 2. Pursuant to a unanimous written consent of the Board of Directors of the Com

InCapta FORM 10 OF TBC GLOBAL NEWS NETWORK, INC.

U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TBC GLOBAL NEWS NETWORK, INC. (Name of Small Business Issuer in Its Charter) Nevada 47-3903460 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 1950 Fifth Avenue

EX-3.7

EX-3.7 10 ex3-7.txt CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION Exhibit 3.7 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION FOR NEVADA PROFIT CORPORATION (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Name of corporation: GameZnFlix, Inc. 2. The articles have been amended as follows (provide article numbers, if available): Article 3 is amended to read as follows:

EX-3.3

Exhibit 3.3 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF POINT GROUP HOLDINGS, INCORPORATED I, John Fleming, certify that: 1. The original articles of incorporation of the Company were filed with the Office of the Secretary of State on December 19, 2001. 2. Pursuant to a unanimous written consent of the Board of Directors of the Company, the Company hereby adopts the following amendmen

EX-3.2

EX-3.2 5 ex3-2.txt CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION Exhibit 3.2 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION FOR NEVADA PROFIT CORPORATION (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Name of corporation: Syconet.com, Inc. 2. The articles have been amended as follows (provide article numbers, if available): Article I. Name of Corporation: Point Gro

EX-3.9

Exhibit 3.9 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION FOR NEVADA PROFIT CORPORATION (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Name of corporation: GameZnFlix, Inc. 2. The articles have been amended as follows (provide article numbers, if available): Article 3 is amended to read as follows: The total number of shares of all classes which the Corporation shall have

EX-10.1

Exhibit 10.1 PROMISSORY NOTE $25,000.00 San Diego, California March 17, 2015 FOR VALUE RECEIVED, the undersigned, GLOBAL NEWS NETWORK, INC. in their capacity ("Borrower") promise to pay in lawful money of the United States of America, to PETER LAMBERT referred to in this Agreement as ("Lender") the principal sum of Twenty Five Thousand Dollars ($25,000.00), which will result in the payment of $30,

EX-3.10

EX-3.10 13 ex3-10.txt CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION Exhibit 3.10 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION FOR NEVADA PROFIT CORPORATION (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Name of corporation: GameZnFlix, Inc. 2. The articles have been amended as follows (provide article numbers, if available): Article 1: "The name of this corporati

INCT / InCapta, Inc. / Golden State Equity Investors, Inc. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. )* GAMEZNFLIX, INC. - -> Changed name to TBC Global News Network, Inc. (TGLN) (Name of Issuer) COMMON STOCK (Title of Class of Securities) 36466

INCT / InCapta, Inc. / Golden State Equity Investors, Inc. - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) TBC Global News Network, Inc. (TGLN) (Name of Issuer) COMMON STOCK (Title of Class of Securities) 36466X108 (CUSIP Number) December 30, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF TH

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 0-29113 TBC GLOBAL NEWS NETWORK, INC.

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For the Period Ended: June 30, 2010 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR [ ] Transition Report on Form 11-K For the Transition Period Ended: Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

LETTER

Unregistered Sales of Equity Securities, Entry into a Material Definitive Agreement

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): March 19, 2010 TBC GLOBAL NEWS NETWORK, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 0-30448 20-0420885 (State or Other Jurisdiction (Commission File Number) (I.R.S. Em

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 0-29113 TBC GLOBAL NEWS NETW

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For the Period Ended: March 31, 2010 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR [ ] Transition Report on Form 11-K For the Transition Period Ended: Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) TBC GLOBAL NEWS NETWORK, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) (CUSIP Number) Glenn W.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) TBC GLOBAL NEWS NETWORK, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 872184-10-6 (CUSIP Number) Glenn W. McMachen, Sr. TBC Global News Network, Inc. 2351 N.E. 48th Court Lighthouse Point, Florida 33064 (Name, Address and Telephone Number of P

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) TBC GLOBAL NEWS NETWORK, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) (CUSIP Number) Glenn W.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) TBC GLOBAL NEWS NETWORK, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 872184-10-6 (CUSIP Number) Glenn W. McMachen, Sr. TBC Global News Network, Inc. 2351 N.E. 48th Court Lighthouse Point, Florida 33064 (Name, Address and Telephone Number of P

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 POS REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TBC GLOBAL NEWS NETWORK, INC. (Exact Name of Company as Specified in Its Charter) Nevada 90-0224051 (State or Other Ju

S-8 POS 1 tbcs8pos-043010.htm REGISTRATION STATEMENT U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 POS REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TBC GLOBAL NEWS NETWORK, INC. (Exact Name of Company as Specified in Its Charter) Nevada 90-0224051 (State or Other Jurisdiction of Incorporation (I.R.S. Employer or Organization) Identification No.) 2351 N.E. 48th

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TBC GLOBAL NEWS NETWORK, INC. (Exact Name of Company as Specified in Its Charter) Nevada 90-0224051 (State or Other Jurisd

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TBC GLOBAL NEWS NETWORK, INC. (Exact Name of Company as Specified in Its Charter) Nevada 90-0224051 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 2351 N.E. 48th Court, Lighthouse Point, Florida 33064 (Address of Princi

TBC GLOBAL NEWS NETWORK, INC. 2010 STOCK AND OPTION PLAN

EX-4 2 ex4.htm EXHIBIT 4 EX-4 TBC GLOBAL NEWS NETWORK, INC. 2010 STOCK AND OPTION PLAN 1. GENERAL PROVISIONS. 1.1 Purpose. The TBC Global News Network, Inc. 2010 Stock and Option Plan (“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 TBC Global News

Current Report

8-K 1 tbc8k-041910.htm FORM 8-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): April 8, 2010 TBC GLOBAL NEWS NETWORK, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 0-30448 20-0420885 (State or Other Jurisdiction (Commi

DEALER SALES AND SERVICE AGREEMENT

Exhibit 10 DEALER SALES AND SERVICE AGREEMENT This Agreement is made between Forward Ventures GP.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 0-29113 TBC GLOBAL NEWS NETWO

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) TBC GLOBAL NEWS NETWORK, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) (CUSIP Number) Glenn W.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) TBC GLOBAL NEWS NETWORK, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 872184-10-6 (CUSIP Number) Glenn W. McMachen, Sr. TBC Global News Network, Inc. 130 West Kentucky Avenue Franklin, Kentucky 42134 (Name, Address and Telephone Number of Perso

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) TBC GLOBAL NEWS NETWORK, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) (CUSIP Number) Glenn W.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) TBC GLOBAL NEWS NETWORK, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 872184-10-6 (CUSIP Number) Glenn W. McMachen, Sr. TBC Global News Network, Inc. 130 West Kentucky Avenue Franklin, Kentucky 42134 (Name, Address and Telephone Number of Perso

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) TBC GLOBAL NEWS NETWORK, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) (CUSIP Number) Glenn W.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) TBC GLOBAL NEWS NETWORK, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 872184-10-6 (CUSIP Number) Glenn W. McMachen, Sr. TBC Global News Network, Inc. 130 West Kentucky Avenue Franklin, Kentucky 42134 (Name, Address and Telephone Number of Pers

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 7) TBC GLOBAL NEWS NETWORK, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) (CUSIP Number) Glenn W.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 7) TBC GLOBAL NEWS NETWORK, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 872184-10-6 (CUSIP Number) Glenn W. McMachen, Sr. TBC Global News Network, Inc. 130 West Kentucky Avenue Franklin, Kentucky 42134 (Name, Address and Telephone Number of Pers

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) TBC GLOBAL NEWS NETWORK, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) (CUSIP Number) Glenn W.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) TBC GLOBAL NEWS NETWORK, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 872184-10-6 (CUSIP Number) Glenn W. McMachen, Sr. TBC Global News Network, Inc. 130 West Kentucky Avenue Franklin, Kentucky 42134 (Name, Address and Telephone Number of Pers

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): March 19, 2010 TBC GLOBAL NEWS NETWORK, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 0-30448 20-0420885 (State or Other Jurisdiction of Incorporation) (Commission File Nu

PURCHASE AND SALE AGREEMENT

Exhibit 10 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (?Agreement?) is entered into on March 19, 2010, , by and between TBC Global News Network, Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR For the Period Ended: December 31, 2009 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR [ ] Transition Report on Form 11-K For the Transition Period Ended: Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) GAMEZNFLIX, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 36466X108 (CUSIP Number) December 31, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2009 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 0-29113 TBC GLOBAL N

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For the Period Ended: September 30, 2009 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR [ ] Transition Report on Form 11-K For the Transition Period Ended: Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

CORRESP

Brian F. Faulkner A PROFESSIONAL LAW CORPORATION 27127 CALLE ARROYO, SUITE 1923 . SAN JUAN CAPISTRANO, CALIFORNIA 92675 T: 949.240.1361 . F: 949.240.1362 . C: 714.608.2125 E: [email protected] VIA FACSIMILE AND EDGAR October 13, 2009 David R. Humphrey, Branch Chief U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: TBC Global News

S-8

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TBC GLOBAL NEWS NETWORK, INC. (Exact Name of Company as Specified in Its Charter) Nevada 90-0224051 (State or Other Jurisdiction of Incorporation (I.R.S. Employer or Organization) Identification No.) 1535 Blackjack Road, Franklin, Kentucky 42134 (Address of Principal Exec

EX-4

EX-4 AMENDED AND RESTATED 2009 STOCK AND OPTION PLAN (AMENDMENT NO. 2) TBC GLOBAL NEWS NETWORK, INC. AMENDED AND RESTATED 2009 STOCK AND OPTION PLAN (AMENDMENT NO. 2) 1. GENERAL PROVISIONS. 1.1 Purpose. The TBC Global News Network, Inc. Amended and Restated 2009 Stock and Option (Amendment No. 2) ("Plan") is intended to allow designated directors, officers, employees, and certain non-employees, in

LETTER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3561 September 25, 2009 Via Fax & U.S. Mail Mr. John Fleming Chief Executive Officer TBC Global News Network, Inc. 1535 Blackjack Road Franklin, Kentucky 42134 Re: TBC Global News Network, Inc. Form 10-K for the year ended December 31, 2008 File No. 000-29113 Dear Mr. Fleming: We have

TBC GLOBAL NEWS NETWORK, INC. AMENDED AND RESTATED 2009 STOCK AND OPTION PLAN

TBC GLOBAL NEWS NETWORK, INC. AMENDED AND RESTATED 2009 STOCK AND OPTION PLAN 1. GENERAL PROVISIONS. 1.1 Purpose. The TBC Global News Network, Inc. Amended and Restated 2009 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 TBC Globa

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TBC GLOBAL NEWS NETWORK, INC. (Exact Name of Company as Specified in Its Charter)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TBC GLOBAL NEWS NETWORK, 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 Exec

Current Report

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): April 22, 2009 GAMEZNFLIX, INC. (Exact Name of Company as Specified in Its Charter) Nevada 0-29113 90-0224051 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S.

Current Report

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): July 29, 2009 TBC GLOBAL NEWS NETWORK, INC. (Exact Name of Company as Specified in Its Charter) Nevada 0-30448 20-0420885 (State or Other Jurisdiction of Incorporation) (Commission File Numb

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2009 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 0-29113 TBC GLOBAL NEWS NETWO

SUBSIDIARIES OF THE COMPANY

SUBSIDIARIES OF THE COMPANY GameZnFlix Racing and Merchandising, Inc. (formerly known as AmCorp Group, Inc.), a Nevada corporation GameZnFlix Entertainment, Inc. Naturally Safe Technologies, Inc., a Nevada corporation

Current Report

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): July 29, 2009 TBC GLOBAL NEWS NETWORK, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 0-30448 20-0420885 (State or Other Jurisdiction (Commission File Number) (I.R.S. Emplo

SC 13D/A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) TBC GLOBAL NEWS NETWORK, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 872184-10-6 (CUSIP Number) John J. Fleming, CEO TBC Global News Network, Inc. 1535 Blackjack Road Franklin, Kentucky 42134 (Name, Address and Telephone Number of Person Auth

SC 13D/A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) TBC GLOBAL NEWS NETWORK, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 872184-10-6 (CUSIP Number) John J. Fleming, CEO TBC Global News Network, Inc. 1535 Blackjack Road Franklin, Kentucky 42134 (Name, Address and Telephone Number of Person Auth

SC 13D/A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 6) TBC GLOBAL NEWS NETWORK, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 872184-10-6 (CUSIP Number) John J. Fleming, CEO TBC Global News Network, Inc. 1535 Blackjack Road Franklin, Kentucky 42134 (Name, Address and Telephone Number of Person Auth

SC 13D

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) TBC GLOBAL NEWS NETWORK, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 872184-10-6 (CUSIP Number) John J. Fleming, CEO TBC Global News Network, Inc. 1535 Blackjack Road Franklin, Kentucky 42134 (Name, Address and Telephone Number of Person Autho

8-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): May 7, 2009 TBC GLOBAL NEWS NETWORK, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 0-30448 20-0420885 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employe

DEF 14C

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14(a)-6(e)(2)) [X] Definitive Information Statement GAMEZNFLIX, INC. (Na

PRE 14C

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Check the appropriate box: [x] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14(a)-6(e)(2)) [ ] Definitive Information Statement GAMEZNFLIX, INC. (Na

DEF 14A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Company [x] Filed by a Party other than the Company [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14(a)-6(e)(2)) [x]

10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 0-29113 GAMEZNFLIX, INC.

PRE 14A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Company [x] Filed by a Party other than the Company [ ] Check the appropriate box: [x] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14(a)-6(e)(2)) [ ]

8-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): April 30, 2009 GAMEZNFLIX, INC. (Exact Name of Company as Specified in Its Charter) Nevada 0-29113 90-0224051 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorpor

SC 13D

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) GAMEZNFLIX, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 36466X-30-6 (CUSIP Number) John J. Fleming, CEO GameZnFlix, Inc. 1535 Blackjack Road Franklin, Kentucky 42134 (Name, Address and Telephone Number of Person Authorized to Receive Notices a

S-8

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

SC 13D/A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5) GAMEZNFLIX, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 36466X-30-6 (CUSIP Number) John J. Fleming, CEO GameZnFlix, Inc. 1535 Blackjack Road Franklin, Kentucky 42134 (Name, Address and Telephone Number of Person Authorized to Receive Notices

8-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): April 22, 2009 GAMEZNFLIX, INC. (Exact Name of Company as Specified in Its Charter) Nevada 0-29113 90-0224051 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorpor

10-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 0-29113 GAMEZNFLIX, INC. (Exa

NT 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR For the Period Ended: December 31, 2008 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR [ ] Transition Report on Form 11-K For the Transition Period Ended: Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) GAMEZNFLIX, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) (CUSIP Number) December 31,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) GAMEZNFLIX, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 36466X108 (CUSIP Number) December 31, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 0-29113 GAMEZNFLIX,

NT 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For the Period Ended: September 30, 2008 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR [ ] Transition Report on Form 11-K For the Transition Period Ended: Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 0-29113 GAMEZNFLIX, INC.

424B3

PROSPECTUS GAMEZNFLIX, INC. 5,836,435,851 SHARES OF COMMON STOCK This prospectus relates to the resale by the selling stockholder of up to 5,836,435,851 shares of our common stock, including up to 5,816,096,751 shares of common stock underlying convertible debenture and up to 20,339,100 issuable upon the exercise of common stock purchase warrants. The convertible debenture is convertible into the

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 0-29113 GAMEZNFLIX, INC. . (

NT 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For the Period Ended: March 31, 2008 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR [ ] Transition Report on Form 11-K For the Transition Period Ended: Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

EX-4.37

EX-4.37 ADDENDUM TO CONVERTIBLE DEBENTURE AND WARRANT TO PURCHASE COMMON STOCK ADDENDUM TO CONVERTIBLE DEBENTURE AND WARRANT TO PURCHASE COMMON STOCK This Addendum to Convertible Debenture and Warrant to Purchase Common Stock ("Addendum") is entered into as of the 15th day of June, 2007 by and between Gameznflix, Inc., a Nevada corporation ("Gameznflix"), and Golden Gate Investors, Inc., a Califor

EX-4.35

EX-4.35 ADDENDUM TO CONVERTIBLE DEBENTURE AND WARRANT TO PURCHASE COMMON STOCK ADDENDUM TO CONVERTIBLE DEBENTURE AND WARRANT TO PURCHASE COMMON STOCK This Addendum to Convertible Debenture and Warrant to Purchase Common Stock ("Addendum") is entered into as of the 24th day of May, 2007 by and between Gameznflix, Inc., a Nevada corporation ("Gameznflix"), and Golden Gate Investors, Inc., a Californ

EX-4.38

EX-4.38 RESCISSION AGREEMENT RESCISSION AGREEMENT This Rescission Agreement (the "Agreement") is made as of September 17, 2007 by and among Golden Gate Investors, Inc., a California corporation ("GGI") and Gameznflix, Inc., a Nevada corporation ("Gameznflix") and. Each of GGI and Gameznflix may be referred to herein individually as a "Party," or collectively, the "Parties". WITNESSETH: WHEREAS, Ga

EX-10.10

EX-10.10 CONSULTING SERVICES AGREEMENT CONSULTING SERVICES AGREEMENT This Consulting Services Agreement ("Agreement"), dated August 1, 2007 is made by and between De Joya & Company, Inc., a Nevada corporation, and its representative Arthur de Joya (collectively referred to as the "Consultant"), whose address is 361 Wiseton Avenue, Las Vegas, Nevada 89123, and GameZnFlix, Inc., a Nevada corporation

10-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 0-29113 GAMEZNFLIX, INC. (Exa

EX-4.36

EX-4.36 ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (the "Agreement") is made as of May 29, 2007 by and among Golden Gate Investors, Inc., as Assignor (the "Assignor"), Gameznflix, Inc., a Nevada corporation, as Assignee (the "Assignee") and RMD Technologies, Inc. ("RMD"). Each of Assignee, Assignor and/or RMD may be referred to

NT 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR For the Period Ended: December 31, 2007 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR [ ] Transition Report on Form 11-K For the Transition Period Ended: Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) GAMEZNFLIX, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) (CUSIP Number) December 31,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) GAMEZNFLIX, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 36466X108 (CUSIP Number) December 31, 2007 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

8-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): December 11, 2007 GAMEZNFLIX, INC (Exact Name of Company as Specified in Its Charter) Nevada 0-29113 90-0224051 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorp

10QSB

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 0-29113 GAMEZNFLIX

NT 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING [ ] Form 10-KSB [ ] Form 20-F [ ] Form 11-K [X] Form 10-QSB [ ] Form N-SAR For the Period Ended: September 30, 2007 [ ] Transition Report on Form 10-KSB [ ] Transition Report on Form 10-QSB [ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR [ ] Transition Report on Form 11-K For the Transition Period Ended: Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

DEF 14C

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14(a)-6(e)(2)) [X] Definitive Information Statement GAMEZNFLIX, INC. (Na

LETTER

PRE 14C

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Check the appropriate box: [x ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14(a)-6(e)(2)) [ ] Definitive Information Statement GAMEZNFLIX, INC. (N

DEF 14A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Company [x] Filed by a Party other than the Company [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14(a)-6(e)(2)) [X]

CORRESP

Brian F. Faulkner A PROFESSIONAL LAW CORPORATION 27127 CALLE ARROYO, SUITE 1923 . SAN JUAN CAPISTRANO, CALIFORNIA 92675 T: 949.240.1361 . F: 949.240.1362 . C: 714.608.2125 E: [email protected] VIA FACSIMILE AND EDGAR October 15, 2007 Mr. Joseph A. Foti U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: GameZnFlix, Inc. Form 10-KSB

PRE 14A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Company [x] Filed by a Party other than the Company [ ] Check the appropriate box: [x] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14(a)-6(e)(2)) [ ]

SC 13D

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) GAMEZNFLIX, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 36466X-20-7 (CUSIP Number) John Fleming, CEO GameZnFlix, Inc. 1535 Blackjack Road Franklin, Kentucky 42134 (Name, Address and Telephone Number of Person Authorized to Receive Notices and

SC 13D/A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) GAMEZNFLIX, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 36466X-20-7 (CUSIP Number) John Fleming, CEO GameZnFlix, Inc. 1535 Blackjack Road Franklin, Kentucky 42134 (Name, Address and Telephone Number of Person Authorized to Receive Notices and

SC 13D

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) GAMEZNFLIX, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 36466X-20-7 (CUSIP Number) John Fleming, CEO GameZnFlix, Inc. 1535 Blackjack Road Franklin, Kentucky 42134 (Name, Address and Telephone Number of Person Authorized to Receive Notices and

SC 13D/A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) GAMEZNFLIX, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 36466X-20-7 (CUSIP Number) John Fleming, CEO GameZnFlix, Inc. 1535 Blackjack Road Franklin, Kentucky 42134 (Name, Address and Telephone Number of Person Authorized to Receive Notices and

SC 13D

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) GAMEZNFLIX, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 36466X-20-7 (CUSIP Number) John Fleming, CEO GameZnFlix, Inc. 1535 Blackjack Road Franklin, Kentucky 42134 (Name, Address and Telephone Number of Person Authorized to Receive Notices and

10QSB

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2007 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 0-29113 GAMEZNFLIX, INC

NT 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING [ ] Form 10-KSB [ ] Form 20-F [ ] Form 11-K [X] Form 10-QSB [ ] Form N-SAR For the Period Ended: June 30, 2007 [ ] Transition Report on Form 10-KSB [ ] Transition Report on Form 10-QSB [ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR [ ] Transition Report on Form 11-K For the Transition Period Ended: Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

424B3

PROSPECTUS GAMEZNFLIX, INC. 5,836,435,851 SHARES OF COMMON STOCK This prospectus relates to the resale by the selling stockholder of up to 5,836,435,851 shares of our common stock, including up to 5,816,096,751 shares of common stock underlying convertible debentures and up to 20,339,100 issuable upon the exercise of common stock purchase warrants. The convertible debentures are convertible into t

LETTER

CORRESP

Brian F. Faulkner A PROFESSIONAL LAW CORPORATION 27127 CALLE ARROYO, SUITE 1923 . SAN JUAN CAPISTRANO, CALIFORNIA 92675 T: 949.240.1361 . F: 949.240.1362 . C: 714.608.2125 E: [email protected] VIA FACSIMILE AND EDGAR July 10, 2007 David R. Humphrey, Branch Chief U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street N.E. Washington, D.C. 20549 Re: GameZnFlix, Inc. Fo

8-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): May 29, 2006 GAMEZNFLIX, INC. (Exact Name of Company as Specified in Its Charter) Nevada 0-29113 90-0224051 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporat

LETTER

Mail Stop 3561 June 6, 2007 Gameznflix, Inc. Arthur De Joya-Chief Financial Officer 1535 Blackjack Road Franklin, Kentucky 42134 Re: Gameznflix, Inc. Form 10-KSB for the year ended December 31, 2006 Filed March, 29, 2007 File No. 000-29113 Dear Mr. De Joya: We have reviewed your filing and have the following comments. We think you should revise your document in response to these comments. If you d

Current Report

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): May 24, 2007 GAMEZNFLIX, INC. (Exact Name of Company as Specified in Its Charter) Nevada 0-29113 90-0224051 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporat

10QSB

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 0-29113 GAMEZNFLIX, IN

10KSB

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 0-29113 GAMEZNFLIX, INC. (E

8-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): August 1, 2006 GAMEZNFLIX, INC. (Exact Name of Company as Specified in Its Charter) Nevada 0-29113 54-1838089 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorpor

EX-4

EX-4 2007 STOCK AND OPTION PLAN GAMEZNFLIX, INC. 2007 STOCK AND OPTION PLAN 1. GENERAL PROVISIONS. 1.1 Purpose. The GameZnFlix, Inc. 2007 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 ("Com

S-8

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

SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1 ) GAMEZNFLIX, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 36466X108 (CUSIP Number) December 31, 2006 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

10QSB

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2006 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 0-29113 GAMEZNFLIX

10QSB

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 0-29113 GAMEZNFLIX, INC

10QSB

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 0-29113 GAMEZNFLIX, IN

424B3

Filed Pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended (File No.

SB-2

As filed with the Securities and Exchange Commission on March 30, 2006 An Exhibit List can be found on Page II-11.

EX-4.26

EXHIBIT 4.26 ADDENDUM TO CONVERTIBLE DEBENTURE AND WARRANT TO PURCHASE COMMON STOCK This Addendum to Convertible Debenture and Warrant to Purchase Common Stock ("Addendum") is entered into as of the day of January 2006 by and between Gameznflix, Inc., a Nevada corporation ("Gameznflix"), and Golden Gate Investors, Inc., a California corporation ("GGI"). WHEREAS, GGI and Gameznflix are parties to t

8-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): March 21, 2006 GAMEZNFLIX, INC. (Exact Name of Company as Specified in Its Charter) Nevada 0-29113 90-0224051 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorpor

SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) GAMEZNFLIX, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 36466X108 (CUSIP Number) November 17, 2004 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

EX-10.1

EX-10.1 CONSULTING SERVICES AGREEMENT CONSULTING SERVICES AGREEMENT This Consulting Services Agreement ("Agreement"), dated July 9, 2004 is made by and between De Joya & Company, Inc., a Nevada corporation, and its representative Arthur de Joya (collectively referred to as the "Consultant"), whose address is 8275 S. Eastern Avenue, Suite 250, Las Vegas, Nevada 89123, and GameZnFlix, Inc., a Nevada

8-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): August 1, 2005 GAMEZNFLIX, INC. (Exact Name of Company as Specified in Its Charter) Nevada 0-29113 54-1838089 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorpor

10KSB

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 0-29113 GAMEZNFLIX, INC. (E

EX-4.1

EX-4.1 2006 NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN GAMEZNFLIX, INC. 2006 NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN 1. Introduction. This plan shall be known as GameZnFlix, Inc. 2006 Non-Employee Directors and Consultants Retainer Stock Plan is hereinafter referred to as the "Plan". The purposes of the Plan are to enable GameZnFlix, Inc., a Nevada corporation ("

S-8

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

EX-4.2

EX-4.2 2006 STOCK INCENTIVE PLAN GAMEZNFLIX, INC. 2006 STOCK INCENTIVE PLAN 1. GENERAL PROVISIONS. 1.1 Purpose. The GameZnFlix, Inc. 2006 Stock Incentive Plan ("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 ("

GAMEZNFLIX, INC. FORM 8-K/A

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): October 4, 2005 GAMEZNFLIX, INC. (Exact Name of Company as Specified in Its Charter) Nevada 0-29113 54-1838089 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incor

GAMEZNFLIX, INC. FORM 8-K

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): October 4, 2005 GAMEZNFLIX, INC. (Exact Name of Company as Specified in Its Charter) Nevada 0-29113 54-1838089 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorpo

EX-1

AMENDMENT #1 TO SERVICES AGREEMENT WHEREAS, GameZnFlix, Inc. ("GNF") and Circuit City Stores, Inc. ("Circuit City") have entered into that certain Services Agreement, dated as of October 4, 2005 (the "Agreement"); WHEREAS, GNF and Circuit City desire to enter into this Amendment in order to modify certain terms of the Agreement (the "Amendment"); WHEREAS, all capitalized, undefined terms in the Am

EX-1

Smith & Company A Professional Corporation of Certified Public Accountants 4764 South 900 East, Suite 1 Salt Lake City, Utah 84117-4977 (801) 281-4700 January 2, 2006 U.

NT 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING [ ] Form 10-KSB [ ] Form 20-F [ ] Form 11-K [X] Form 10-QSB [ ] Form N-SAR For the Period Ended: September 30, 2005 [ ] Transition Report on Form 10-KSB [ ] Transition Report on Form 10-QSB [ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR [ ] Transition Report on Form 11-K For the Transition Period Ended: Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

10QSB

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 0-29113 GAMEZNFLIX

8-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): October 4, 2005 GAMEZNFLIX, INC. (Exact Name of Company as Specified in Its Charter) Nevada 0-29113 54-1838089 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorpo

EX-10.1

EX-10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT WITH COVENANT NOT TO COMPETE THIS EMPLOYMENT AGREEMENT AND COVENANT NOT TO COMPETE, made and entered into on September 25, 2005, by and between GAMEZNFLIX, INC., a Nevada corporation, 130 West Kentucky Ave, Franklin, Kentucky 42134, EMPLOYER, and JOHN J. FLEMING, 1535 Blackjack Road, Franklin, Kentucky 42134, EMPLOYEE. WITNESSETH: WHEREAS, the EMPL

EX-10.2

EX-10.2 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT WITH COVENANT NOT TO COMPETE THIS EMPLOYMENT AGREEMENT AND COVENANT NOT TO COMPETE, made and entered into on this September , 2005, by and between GAMEZNFLIX, INC., a Nevada corporation, 130 West Kentucky Ave, Franklin, Kentucky 42134, EMPLOYER, and DONALD N. GALLENT, 168 Carphilly Circle, Franklin, TN 37069, EMPLOYEE. WITNESSETH: WHEREAS, the EMPL

8-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): September 25, 2005 GAMEZNFLIX, INC (Exact Name of Company as Specified in Its Charter) Nevada 0-29113 54-1838089 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incor

LETTER

Mail Stop 3561 September 7, 2005 Via U.S. Mail Mr. John Fleming Chief Executive Officer GameZnFlix, Inc. 1535 Blackjack Road Franklin, KY 42134 Re: GameZnFlix, Inc. Amendment No. 3 to Registration Statement on Form SB-2 Filed August 25, 2005 File No. 333-122162 Dear Mr. Fleming, We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document

CORRESP

GAMEZNFLIX, INC. 1535 Blackjack Road Franklin, Kentucky 42134 270-598-0385 September 8, 2005 VIA FACSIMILE AND EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Rolaine Bancroft, Staff Attorney Re: GameZnflix, Inc. Registration Statement on Form SB-2 File No. 333-122162 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Reg

CORRESP

Sichenzia Ross Friedman Ference LLP 1065 Avenue of the Americas New York NY 10018 Tel 212 930 9700 Fax 212 930 9725 www.

CORRESP

Sichenzia Ross Friedman Ference LLP 1065 Avenue of the Americas New York NY 10018 Tel 212 930 9700 Fax 212 930 9725 www.

CORRESP

Brian F. Faulkner A PROFESSIONAL LAW CORPORATION 27127 CALLE ARROYO, SUITE 1923 SAN JUAN CAPISTRANO, CALIFORNIA 92675 T: 949.240.1361 . F: 949.240.1362 . C: 714.608.2125 E: [email protected] August 22, 2005 Max A. Webb, Assistant Director U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: GameZnFlix, Inc. Amendment No. 2 to Registr

S-B/A

As filed with the Securities and Exchange Commission on August 25, 2005 An Exhibit List can be found on Page II-11.

10QSB

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 0-29113 GAMEZNFLIX, INC

LETTER

Mail Stop 3561 August 4, 2005 Via U.S. Mail Mr. John Fleming Chief Executive Officer GameZnFlix, Inc. 1535 Blackjack Road Franklin, KY 42134 Re: GameZnFlix, Inc. Amendment No. 2 to Registration Statement on Form SB-2 Filed July 22, 2005 File No. 333-122162 Dear Mr. Fleming, We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in re

8-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): July 19, 2005 GAMEZNFLIX, INC. (Exact Name of Company as Specified in Its Charter) Nevada 0-29113 54-1838089 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorpora

CORRESP

Sichenzia Ross Friedman Ference LLP 1065 Avenue of the Americas New York NY 10018 Tel 212 930 9700 Fax 212 930 9725 www.