8-K

UNITED STATES

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 22, 2011

ZOO ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34796	71-1033391
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)

3805 Edwards Road, Suite 400

Cincinnati, OH  45209

 (Address of principal executive

offices including zip code)

(513) 824-8297

 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01  Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer or Listing.

As previously reported in the Current Report on Form 8-K filed by Zoo Entertainment, Inc. (the “Company”) with the Securities and Exchange Commission on June 16, 2011, Mr. John Bendheim resigned from the Company’s Board of Directors effective June 13, 2011. Mr. Bendheim had served as a member of the Audit and Compensation Committees of the Board of Directors.

On July 22, 2011, the Company received a deficiency letter from The NASDAQ Listing Qualifications Staff (the “Staff”) at The NASDAQ Stock Market LLC (“NASDAQ”) stating that the Company did not comply with the Audit Committee composition rules set forth in NASDAQ Listing Rule 5605(c)(2)(A) requiring the Audit Committee to consist of at least three independent members of the Board of Directors (the “Rule”).

On July 22, 2011, the Company’s Board of Directors appointed Moritz Seidel, a current independent director of the Company, to serve on the Audit Committee thereby curing the Audit Committee composition deficiency. Accordingly, the Company regained compliance with the Rule. The only condition placed by the Staff to consider this matter closed is to make a public announcement, which was accomplished by the press release attached hereto as Exhibit 99.1.

Item 8.01  Other Events.

On July 22, 2011 Bruce E. Ricker, individually and on behalf of all purchasers of the common stock of the Company from May 17, 2010 through April 15, 2011, filed a class action complaint in the United States District Court for the Southern District of Ohio. The complaint alleges that the Company, Mark Seremet, the Company’s Chief Executive Officer, and David Fremed, the Company’s Chief Financial Officer, knowingly or recklessly violated the Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder by making false material statements or failing to disclose material information in order to make statements not misleading in connection with certain financial statements of the Company. The defendants and their counsel have not had an opportunity to thoroughly review the class action complaint. 

On July 28, 2011, the Company issued a press release announcing its receipt of the NASDAQ letter and the class action complaint described above.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

Item 9.01  Financial Statement and Exhibits.

(d) Exhibits

Number	Description
99.1	Press Release, dated July 28, 2011.

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 hereunto duly authorized.

	ZOO ENTERTAINMENT, INC.
Date: July 28, 2011	By:	/s/ David Fremed
	Name:	David Fremed
	Title:	Chief Financial Officer

EX-99.1

Zoo Entertainment, Inc. Appoints a New Audit Committee Member and Regains Compliance with NASDAQ Listing Rule

The Company Named in a Securities Class Action Litigation

Cincinnati, OH – July 28, 2011 –Zoo Entertainment, Inc. (NASDAQ CM: ZOOG), a developer, publisher and distributor of digital interactive entertainment, announced today that on July 22, 2011, the Company  received a deficiency letter from NASDAQ indicating that the Company did not comply with NASDAQ Listing Rule 5605(c)(2)(A). This rule requires the Company to have at least three independent directors on its Audit Committee for continued listing on The NASDAQ Capital Market.

On July 22, 2011, the Company’s Board of Directors appointed Moritz Seidel, a current independent director of the Company, to serve on the Audit Committee of the Company thereby curing the Audit Committee composition deficiency. Accordingly, the Company regained compliance with NASDAQ’s listing rules. The only condition placed by NASDAQ to consider this matter closed is to make a public announcement, which is accomplished by this press release.

In addition, the Company announced that it and certain of its current executive officers have been named as defendants in a class action lawsuit filed in the United States District Court for the Southern District of Ohio on July 22, 2011. The complaint alleges that the Company and certain of its current executive officers violated the federal securities law by making false material statements or failing to disclose material information in order to make the statements not misleading in connection with certain financial statements of the Company. The Company, the executive officers and their counsel have not had an opportunity to thoroughly review the class action complaint. 

About Zoo Entertainment

Zoo Entertainment (NASDAQ: ZOOG) is a developer, publisher and electronic distributor of interactive entertainment for Internet-connected consoles, handheld gaming devices, PCs, and mobile devices.

Zoo Entertainment’s innovative content creation site, indiePub (www.indiepub.com), was designed to capitalize on opportunities in the emerging and high growth digital entertainment space. The site fosters the independent gaming community by playing host to independent game developers and players and providing developers with the resources they need to collaborate and create great games. A destination site for gaming enthusiasts and consumers, indiePub takes an active role in helping independent developers create innovative entertainment software. For more information, visit www.zoogamesinc.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about Zoo Entertainment, Inc. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Zoo Entertainment, Inc.'s management, are subject to various risks and uncertainties, which could cause actual results to differ materially from the results indicated by these forward-looking statements, including, without limitation: general economic conditions; geopolitical events and regulatory changes; our financial performance; our competitive position; expectations regarding our potential growth; our ability to implement our business strategy; expectations regarding the size of our market; the introduction of new products and market acceptance of new and existing products; requirements or changes adversely affecting the businesses in which we are engaged; demand for our products and services. For a further discussion of the risks and uncertainties we face, please refer to Part I, Item 1A of our Annual Report on Form 10-K, for the year ended December 31, 2010, filed with the Securities and Exchange Commission (SEC) on April 15, 2011 and other subsequent public reports that have been filed with the SEC, all of which are available at www.sec.gov. The information set forth herein should be read in light of such risks. We assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, and such statements are current only as of the date they are made.

Company Contact

Kate Stump, Controller

Zoo Entertainment, Inc.

Tel 513-824-8297

kstump@zoogamesinc.com

Investor Relations Contact

Scott Liolios or Matt Glover

Liolios Group, Inc.

Tel 949-574-3860

info@liolios.com