Attached files
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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 |