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EX-99.1 - IndiePub Entertainment, Inc.v209801_ex99-1.htm

 
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): January 31, 2011

 
ZOO ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)

Delaware
333-124829
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 2.02
RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On January 31, 2011, Zoo Entertainment, Inc. (the “Company”) issued a press release announcing certain preliminary, unaudited financial information for its fiscal year ended December 31, 2010.  A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The Company’s press release contains non-GAAP financial measures.  Pursuant to the requirements of Regulation G, the Company has provided reconciliations within the press release of the non-GAAP financial measures to the most directly comparable GAAP financial measures. The information provided for fiscal year 2010 is based on preliminary, unaudited financial statements and is subject to audit and adjustments which may be made during the audit process. Those adjustments could be material and could have a material impact on the numbers presented. The Company will issue in a press release the reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures that may be required in connection with issuing its audited financial results for fiscal year 2010, and will do so as this information becomes available.

The information contained in this current Item 2.02 and in the accompanying exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements

The 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 the Company’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; the Company’s financial performance; its competitive position; expectations regarding the Company’s potential growth; its ability to implement our business strategy; expectations regarding the size of its market; the introduction of new products and market acceptance of new and existing products; requirements or changes adversely affecting the businesses in which the Company is engaged; demand for the Company’s products and services. For a further discussion of the risks and uncertainties the Company faces, please refer to Part I, Item 1A of our Annual Report on Form 10-K, for the year ended December 31, 2009, originally filed with the Securities and Exchange Commission (SEC) on March 31, 2010, as amended on May 20, 2010, and other public reports, including registration statements, that have been filed with the SEC, all of which are available at www.sec.gov. The information set forth in the press release should be read in light of such risks. The Company assumes 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.

ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS.
 
(d) Exhibits.
 
Number 
 
Description
 
99.1
 
 
Press Release, dated January 31, 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.
 
Date: February 2, 2011
 
  ZOO ENTERTAINMENT, INC.  
       
       
  By:   /s/ David Fremed  
  Name:  David Fremed  
  Title:   Chief Financial Officer