-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N38Cg9l3wqvGSzAHz7eFV6DYDMK8mUce8KD1OsQhTXhdiWffewz6+jVl44p5mCMP TMbm2CARdi+tTOymsfqjGg== 0001144204-10-032908.txt : 20100610 0001144204-10-032908.hdr.sgml : 20100610 20100610171948 ACCESSION NUMBER: 0001144204-10-032908 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090930 FILED AS OF DATE: 20100610 DATE AS OF CHANGE: 20100610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Zoo Entertainment, Inc CENTRAL INDEX KEY: 0001326652 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-124829 FILM NUMBER: 10891039 BUSINESS ADDRESS: STREET 1: 3805 EDWARDS ROAD, STREET 2: SUITE 400 CITY: CINCINNATI, STATE: OH ZIP: 45209 BUSINESS PHONE: 513.824.8297 MAIL ADDRESS: STREET 1: 3805 EDWARDS ROAD, STREET 2: SUITE 400 CITY: CINCINNATI, STATE: OH ZIP: 45209 FORMER COMPANY: FORMER CONFORMED NAME: Driftwood Ventures, Inc. DATE OF NAME CHANGE: 20050510 10-Q/A 1 v187875_10-qa.htm Unassociated Document
 
UNITED STATES
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 September 30, 2009

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 333-124829

ZOO ENTERTAINMENT, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware
71-1033391
(State or other jurisdiction of incorporation or
organization )
(I.R.S. Employer Identification No.)

3805 Edwards Road, Suite 400,
Cincinnati, OH
45209
(Address of Principal Executive Offices)
(Zip Code)

(513) 824-8297
(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  x    No  o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o    No  o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Accelerated filer o
Non-accelerated filer o
(do not check if a smaller reporting company)
Smaller reporting company x

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

As of November 17, 2009, there were 65,710 shares of the Registrant’s common stock, par value $0.001 per share, issued and 52,707 shares outstanding.


Explanatory Note

Zoo Entertainment, Inc. is filing this Amendment No. 2 (the “Amendment”) to its Form 10-Q for the quarter ended September 30, 2009 (the “Form 10-Q”) to correct an inadvertent omission of certain language from paragraph 4 of the certification of its Chief Financial Officer that was filed as Exhibit 31.2 to Amendment No. 1 to the Form 10-Q filed on June 4, 2010.  No other change to the previously filed certifications or to the Form 10-Q is intended to be made by the filing of this Amendment.


PART II - OTHER INFORMATION
 

10.1
  
Amendment No. 3 to Senior Secured Convertible Note, dated as of August 31, 2009, by and among Zoo Entertainment, Inc. and the holders of Notes set forth therein.*
10.2
  
Note Purchase Agreement Waiver and Consent, dated as of August 31, 2009, by and among Zoo Entertainment, Inc. and the holders of Notes set forth therein. *
10.3
  
Advance Agreement, by and among Zoo Entertainment, Inc., Solutions 2 Go Inc. and Solutions 2 Go LLC, dated as of August 31, 2009. *
10.4
  
Exclusive Distribution Agreement, by and between Zoo Publishing, Inc. and Solutions 2 Go Inc. and Solutions 2 Go LLC, dated as of August 31, 2009. *
10.5
  
Exclusive Distribution Agreement, by and between Zoo Publishing, Inc. and Solutions 2 Go LLC, dated as of August 31, 2009. *
10.6
  
Warrant to Purchase shares of Common Stock of Zoo Entertainment, Inc. *
10.7
  
Amendment 1 to Fee Letter Agreement, by and between Zoo Entertainment, Inc. and Mark Seremet, dated as of August 31, 2009. *
10.8
  
Amendment 1 to Fee Letter Agreement, by and between Zoo Entertainment, Inc. and David Rosenbaum, dated as of August 31, 2009. *
10.9
  
Continuing Personal Guaranty of Mark Seremet for the benefit of Solutions 2 Go Inc. and Solutions 2 Go LLC, dated as of August 31, 2009. *
10.10
  
Continuing Personal Guaranty of David Rosenbaum for the benefit of Solutions 2 Go Inc. and Solutions 2 Go LLC, dated as of August 31, 2009. *
10.11
  
Amendment No. 4 to Senior Secured Convertible Note, dated as of October 6, 2009, by and among Zoo Entertainment, Inc. and the holders of Notes set forth therein. *
10.12
  
Amendment No. 5 to Senior Secured Convertible Note, dated as of November 2, 2009, by and among Zoo Entertainment, Inc. and the holders of Notes set forth therein. *
31.1
  
Certification of Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002. *
31.2
  
Certification of Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.†
32.1
  
Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002. *
 
 
* Previously filed
† Filed herewith

 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: June 10, 2010
   
ZOO ENTERTAINMENT, INC
     
     
   
/s/ Mark Seremet
Mark Seremet
President and Chief Executive Officer
(Principal Executive Officer)
     
     
   
/s/ David Fremed
David Fremed
Chief Financial Officer
(Principal Financial Officer)


EXHIBIT INDEX

Exhibit
Number
  
Description
     
10.1
  
Amendment No. 3 to Senior Secured Convertible Note, dated as of August 31, 2009, by and among Zoo Entertainment, Inc. and the holders of Notes set forth therein.*
10.2
  
Note Purchase Agreement Waiver and Consent, dated as of August 31, 2009, by and among Zoo Entertainment, Inc. and the holders of Notes set forth therein. *
10.3
  
Advance Agreement, by and among Zoo Entertainment, Inc., Solutions 2 Go Inc. and Solutions 2 Go LLC, dated as of August 31, 2009. *
10.4
  
Exclusive Distribution Agreement, by and between Zoo Publishing, Inc. and Solutions 2 Go Inc. and Solutions 2 Go LLC, dated as of August 31, 2009. *
10.5
  
Exclusive Distribution Agreement, by and between Zoo Publishing, Inc. and Solutions 2 Go LLC, dated as of August 31, 2009. *
10.6
  
Warrant to Purchase shares of Common Stock of Zoo Entertainment, Inc. *
10.7
  
Amendment 1 to Fee Letter Agreement, by and between Zoo Entertainment, Inc. and Mark Seremet, dated as of August 31, 2009. *
10.8
  
Amendment 1 to Fee Letter Agreement, by and between Zoo Entertainment, Inc. and David Rosenbaum, dated as of August 31, 2009. *
10.9
  
Continuing Personal Guaranty of Mark Seremet for the benefit of Solutions 2 Go Inc. and Solutions 2 Go LLC, dated as of August 31, 2009. *
10.10
  
Continuing Personal Guaranty of David Rosenbaum for the benefit of Solutions 2 Go Inc. and Solutions 2 Go LLC, dated as of August 31, 2009. *
10.11
  
Amendment No. 4 to Senior Secured Convertible Note, dated as of October 6, 2009, by and among Zoo Entertainment, Inc. and the holders of Notes set forth therein. *
10.12
  
Amendment No. 5 to Senior Secured Convertible Note, dated as of November 2, 2009, by and among Zoo Entertainment, Inc. and the holders of Notes set forth therein. *
31.1
  
Certification of Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002. *
31.2
  
Certification of Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.†
32.1
  
Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002. *


* Previously filed
† Filed herewith
 
 EX-31.2 2 v187875_ex31-2.htm Unassociated Document
 
Exhibit 31.2

CERTIFICATIONS UNDER SECTION 302

I, David Fremed, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q/A of Zoo Entertainment, Inc.;

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

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

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

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

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

 
c.
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

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

5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

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

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

Date:  June 10, 2010

/s/ David Fremed
  
David Fremed
  
Chief Financial Officer
(Principal Financial Officer)
  

 
 
 
 
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