Unassociated Document

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 98978F207					SCHEDULE 13D
1		NAMES OF REPORTING PERSON David E. Smith
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3		SEC USE ONLY
4		SOURCE OF FUNDS PF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:			7	SOLE VOTING POWER 1,041,208(1)
			8	SHARED VOTING POWER 815,372(1)
			9	SOLE DISPOSITIVE POWER 1,041,208(1)
			10	SHARED DISPOSITIVE POWER 815,372(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,856,580(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.0%(1)(2)
14	TYPE OF REPORTING PERSON IN

(1) Includes (i) 1,035,139 shares of Common Stock owned directly by Mr. Smith; (ii) 440,758 shares of Common Stock owned by Mojobear Capital LLC; (iii) 10,804 shares of Common Stock owned by Coast Sigma Fund, LLC; (iv) 363,810 shares of Common Stock owned by Coast Medina, LLC, all companies which are controlled by Mr. Smith. Also consists of non-qualified stock options to purchase up to 6,069 shares of Common Stock for a price of $2.46 per share that are vested and exercisable or will vest and become exercisable within the next 60 days. Does not include (i) non-qualified stock options to purchase up to 6,069 shares of Common Stock for a purchase price of $2.46 per share that are not vested and not exercisable within the next 60 days; and (ii) warrants for Coast Medina, LLC to purchase up to 359,712 shares of Common Stock exercisable commencing January 15, 2012.

(2) Based on a total of 7,739,739 shares of Common Stock outstanding, which includes (i) 6,801,553 shares of Common Stock reported by the Issuer to be issued and outstanding as of May 11, 2011 in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, as filed with the Securities and Exchange Commission on May 16, 2011; and (ii) an additional aggregate of 938,186 shares of Common Stock subsequently issued as reported in the Issuer’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 19, 2011.

CUSIP NO. 98978F207					SCHEDULE 13D
1		NAMES OF REPORTING PERSON Mojobear Capital LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:			7	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 440,758(1)
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 440,758(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 440,758(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%(1)(2)
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 98978F207					SCHEDULE 13D
1		NAMES OF REPORTING PERSON Coast Investment Management, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:			7	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 363,810(1)
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 363,810(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 363,810(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7%(1)(2)
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 98978F207					SCHEDULE 13D
1		NAMES OF REPORTING PERSON The Coast Fund, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:			7	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 363,810(1)
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 363,810(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 363,810(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7%(1)(2)
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 98978F207					SCHEDULE 13D
1		NAMES OF REPORTING PERSON Coast Medina, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:			7	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 363,810(1)
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 363,810(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 363,810(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7%(1)(2)
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 98978F207					SCHEDULE 13D
1		NAMES OF REPORTING PERSON Coast Sigma Fund, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:			7	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 10,804(1)
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 10,804(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,804(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1%(1)(2)
14	TYPE OF REPORTING PERSON OO

This Amendment No. 3 to Schedule 13D (this “Amendment”) to the Schedule 13D originally filed with the Securities and Exchange Commission on February 2, 2010, as amended by Amendment No. 1 to the Schedule 13D on March 8, 2010 and by Amendment No. 2 to the Schedule 13D on June 10, 2010, relates to the common stock, par value $0.001 per share (“Common Stock”), of Zoo Entertainment, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 3805 Edwards Road, Suite 400, Cincinnati, Ohio 45209.

(a-c,f)

This Amendment is being filed by David E. Smith, Mojobear Capital LLC (“Mojobear”), Coast Investment Management, LLC ("Coast Investment Management"), The Coast Fund, LP ("The Coast Fund"), Coast Medina, LLC ("Coast Medina") and Coast Sigma Fund, LLC (“Coast Sigma”). Each of David E. Smith, Mojobear, Coast Investment Management, The Coast Fund, Coast Medina and Coast Sigma may be referred to herein as a "Reporting Person" and collectively may be referred to as "Reporting Persons.”

David E. Smith is a United States citizen. Each of Mojobear, Coast Investment Management, Coast Medina and Coast Sigma is a Delaware limited liability company. The Coast Fund is a Cayman Islands limited partnership. The principal business address for each of David E. Smith, Mojobear, Coast Investment Management, The Coast Fund, Coast Medina and Coast Sigma is 2450 Colorado Ave., Suite 100 E. Tower, Santa Monica, CA 90404.

(e)

None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

On July 15, 2011, Coast Medina, LLC purchased an aggregate of 359,712 units at a purchase price of $2.085 per unit, each unit consisting of one share of Common Stock and a 2.5 years warrant to purchase one share of Common Stock, at an exercise price equal to $1.96, for a total purchase price of $750,000, consisting of working capital of Coast Medina, LLC. The shares of Common Stock were acquired pursuant to that certain Securities Purchase Agreement dated July 13, 2011, by and among the Issuer and the investors named therein.

This Amendment is being filed to report the acquisition of additional securities of the Issuer purchased in a private placement (the “Offering”) of securities of the Issuer pursuant to that certain Securities Purchase Agreement, dated July 13, 2011, by and among the Issuer and the investors named therein. Coast Medina, LLC purchased in the Offering an aggregate of 359,712 units at a purchase price of $2.085 per unit, each unit consisting of one share of Common Stock and a 2.5 years warrant to purchase one share of Common Stock, at an exercise price equal to $1.96, commencing January 15, 2012 and ending January 15, 2014. The total consideration paid by the Reporting Person was an aggregate of $750,000.

The Reporting Persons intend to continuously assess the Issuer’s business, financial conditions, results of operations and prospects, general economic conditions, the securities markets in general and those for the Issuer’s securities. Depending on such assessments, the Reporting Persons may, from time to time, acquire additional shares of Common Stock or may determine to sell or otherwise dispose of all or some of their holdings of shares of Common Stock.

(a,b)

Based on a total of 7,739,739 shares of Common Stock outstanding, which includes (i) 6,801,553 shares of Common Stock reported by the Issuer to be issued and outstanding as of May 11, 2011 in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, as filed with the Securities and Exchange Commission on May 16, 2011; and (ii) an additional aggregate of 938,186 shares of Common Stock subsequently issued as reported in the Issuer’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 19, 2011, David E. Smith may be deemed to be the beneficial owner of 1,856,580 shares of Common Stock, constituting 24.0% of the Issuer’s Common Stock, which includes (i) 1,035,139 shares of Common Stock owned directly by Mr. Smith; (ii) 440,758 shares of Common Stock owned by Mojobear Capital LLC; (iii) 10,804 shares of Common Stock owned by Coast Sigma Fund, LLC; (iv) 363,810 shares of Common Stock owned by Coast Medina, LLC, all companies which are controlled by Mr. Smith. It also consists of non-qualified stock options to purchase up to 6,069 shares of Common Stock for a price of $2.46 per share that are vested and exercisable or will vest and become exercisable within the next 60 days. This does not include (i) non-qualified stock options to purchase up to 6,069 shares of Common Stock for a purchase price of $2.46 per share that are not vested and not exercisable within the next 60 days; and (ii) warrants for Coast Medina, LLC to purchase up to 359,712 shares of Common Stock exercisable commencing January 15, 2012.

(a,b)

(a)(b)

Pursuant to that certain Securities Purchase Agreement, dated as of July 13, 2011, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference, by and among the Issuer and the investors named therein, including Coast Medina, LLC, Coast Medina, LLC purchased from the Issuer, in the Offering on July 15, 2011, 359,712 units at a purchase price of $2.085 per unit, each unit consisting of one share of Common Stock and a warrant to purchase one share of Common Stock, for an aggregate purchase price of $250,000. A copy of the warrant is attached hereto as Exhibit 99.3 and incorporated herein by reference.

Except as set forth herein, the Reporting Persons do not have any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to securities of the Issuer, including, but not limited to transfer or voting of any such securities, finder’s fees, joint ventures, loans or option agreement, puts or call, guarantees of profits, division of profits or losses or the giving or withholding of proxies.

July 26, 2011		/s/ David E. Smith
		(Signature)

July 26, 2011		Mojobear Capital LLC
		By: /s/ David E. Smith
		Name: David E. Smith, Managing Member

		Coast Investment Management LLC
July 26, 2011		By: /s/ David E. Smith
		Name: David E. Smith, Managing Member

July 26, 2011		The Coast Fund, LP
		By: /s/ David E. Smith
		Name: David E. Smith, Managing Member of Coast Investment Management, LLC, the General Partner of The Coast Fund, LP

July 26, 2011		Coast Medina, LLC
		By: /s/ David E. Smith
		Name: David E. Smith, Managing Member of the Coast Investment Management, LLC, the managing General Partner of The Coast Fund, LP, the Sole Member of Coast Medina, LLC

July 26, 2011		Coast Sigma Fund, LLC
		By: /s/ David E. Smith
		Name: David E. Smith, President of Coast Asset Management, LLC, the Managing Member of Coast Sigma Fund, LLC