ZOO
ENTERTAINMENT, INC.
3805
Edwards Road, Suite 400
Cincinnati,
OH 45209
August
11, 2010
Mark P.
Shuman, Branch Chief - Legal
Division
of Corporate Finance
U.S.
Securities and Exchange Commission
100 F
Street N.E.
Washington,
D.C. 20549
Re:
Zoo Entertainment, Inc.
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Post-effective
Amendment to Form S-1 on Form S-3
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Filed
July 28, 2010
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File
No. 333-163937
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Dear Mr.
Shuman:
We are
hereby filing with the Securities and Exchange Commission (the “Commission”)
Post-effective Amendment No. 2 to Zoo Entertainment, Inc.’s (the “Company”) Form S-1 on Form
S-3, File No. 333-163937 (the “Amendment”). We are delivering clean
and marked courtesy copies of the Amendment to you.
Set forth
below are the Company’s responses to the Commission’s comments given by letter
(the “Comment Letter”), dated August 10, 2010. The responses are
numbered to correspond to the comments set forth in the Comment Letter, which,
for convenience, we have incorporated into this response letter. References
herein to page numbers of the Amendment refer to page numbers of the marked
Amendment.
Incorporation of Certain
Information by Reference, page 27
1.Please
revise this section to specifically list and incorporate by reference the Forms
8-K
filed
on February 18 and March 16, 2010 and the Form 10-Q filed August 6,
2010
and any other periodic reports filed prior to effectiveness. Refer to
Item
12
of Form S-3.
Response: The
Company has revised the Amendment on page 27 in response to the Commission’s
comment.
The
Company acknowledges that it is the view of the Commission that:
1) should
the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;
2) the
action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing;
and
3) the
Company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Please
call our counsel at (212) 692-6768 with any comments or questions regarding the
foregoing, and please send a copy of any written comments to the following
address:
Kenneth
R. Koch, Esq.
Mintz,
Levin, Cohn, Ferris,
Glovsky
and Popeo, P.C.
666 Third
Avenue
New York,
NY 10017
Phone:
(212) 935-3000
Fax:
(212) 983-3115
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Sincerely,
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/s/
Mark Seremet
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Mark
Seremet
Chief Executive
Officer
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