IndiePub Entertainment (ZOOG) 8-K Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): April 13, 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:

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

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

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

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

ITEM 4.02     NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW.

(a)           On April 13, 2011, Management of Zoo Entertainment, Inc. (the “Company”), in consultation with the Audit Committee of the Board of Directors (the “Audit Committee”), concluded that there were errors in recording certain transactions in the Company’s previously filed unaudited consolidated financial statements for each of the following periods, the three months ended March 31, 2010, the three and six months ended June 30, 2010 and the three and nine months ended September 30, 2010, and that such statements should no longer be relied upon.

Management and the Audit Committee has determined that the effect of such errors are material per Staff Accounting Bulletin No. 108, and as a result, the Company has determined that it will amend and restate its previously filed unaudited consolidated financial statements for the three months ended March 31, 2010, the three and six months ended June 30, 2010 and the three and nine months ended September 30, 2010 to correct these errors as soon as practicable.

As previously reported, the Company has identified material weaknesses in its internal control over financial reporting related to not having a sufficient number of personnel with the appropriate level of experience and technical expertise to appropriately resolve non-routine and complex accounting matters or to evaluate the impact of new and existing accounting pronouncements on the Company’s consolidated financial statements while completing the financial statement close process.

Management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K with EisnerAmper LLP.

The effects of the Company’s restatement, including the tax impact, on previously reported unaudited consolidated financial statements are summarized as follows, in thousands, except share and per share amounts:

Adjustments for the Three Months Ended March 31, 2010
Unaudited Consolidated Balance Sheet	March 31, 2010		March 31, 2010
	As Reported		As Adjusted
Total current assets	$	16,789	$	16,319
Total assets		32,242		31,772
Total current liabilities		10,035		9,933
Total liabilities		16,193		15,975
Total stockholders’ equity		16,049		15,797
Total liabilities and stockholders’ equity	$	32,242	$	31,772

Unaudited Consolidated Statement of Operations	Three Months Ended March 31, 2010			Three Months Ended March 31, 2010
	As Reported			As Adjusted
Revenue	$	17,132		$	16,662
Cost of goods sold		13,515			12,930
Gross profit		3,617			3,732
Selling and marketing		836			1,116
Total operating expenses		2,941			3,221
Income from operations		676			511
Interest expense		(253	)		(456	)
Income from operations before income taxes		423			55
Income tax expense		133			(17	)
Income from continuing operations		290			38
Net income	$	290		$	38
Basic net income per common share	$	0.26		$	0.03
Diluted net income per common share	$	0.10		$	0.01

Adjustments for the Three and Six Months Ended June 30, 2010
Unaudited Consolidated Balance Sheet							June 30, 2010			June 30, 2010
							As Reported			As Adjusted
Total current assets							$	17,304		$	16,772
Total assets								33,125			32,593
Total current liabilities								13,628			14,273
Total liabilities								17,435			17,667
Total stockholders’ equity								15,690			14,926
Total liabilities and stockholders’ equity							$	33,125		$	32,593
Unaudited Consolidated Statement of Operations	Three Months Ended June 30, 2010			Three Months Ended June 30, 2010			Six Months Ended June 30, 2010			Six Months Ended June 30, 2010
	As Reported			As Adjusted			As Reported			As Adjusted
Revenue	$	10,470		$	9,776		$	27,602		$	26,438
Cost of goods sold		7,957			7,907			21,472			20,838
Gross profit		2,513			1,869			6,130			5,601
Selling and marketing		1,217			1,233			2,053			2,349
Total operating expenses		2,898			2,914			5,839			6,135
(Loss) income from operations		(385	)		(1,045	)		291			(534	)
Interest expense		(368	)		(517	)		(621	)		(973	)
Loss from operations before income taxes		(753	)		(1,562	)		(330	)		(1,507	)
Income tax benefit		277			575			144			557
Loss from continuing operations		(476	)		(987	)		(186	)		(950	)
Net loss	$	(476	)	$	(987	)	$	(186	)	$	(950	)
Basic and diluted net loss per common share	$	(0.11	)	$	(0.22	)	$	(0.07	)	$	(0.34	)

Adjustments for the Three and Nine Months Ended September 30, 2010
Unaudited Consolidated Balance Sheet							September 30, 2010			September 30, 2010
							As Reported			As Adjusted
Total current assets							$	33,638		$	32,778
Total assets								48,190			47,330
Total current liabilities								21,611			22,256
Total liabilities								24,467			24,586
Total stockholders’ equity								23,723			22,744
Total liabilities and stockholders’ equity							$	48,190		$	47,330
Unaudited Consolidated Statement of Operations	Three Months Ended September 30, 2010			Three Months Ended September 30, 2010			Nine Months Ended September 30, 2010			Nine Months Ended September 30, 2010
	As Reported			As Adjusted			As Reported			As Adjusted
Revenue	$	17,581		$	17,253		$	45,183		$	43,691
Cost of goods sold		13,894			13,579			35,366			34,417
Gross profit		3,687			3,674			9,817			9,275
Selling and marketing		1,307			1,307			3,360			3,656
Total operating expenses		2,865			2,865			8,704			9,000
Income from operations		822			809			1,113			275
Interest expense		(343	)		(658	)		(964	)		(1,631	)
Income (loss) from operations before income taxes		479			151			149			(1,356	)
Income tax(expense) benefit		(165	)		(52	)		(21	)		505
Income (loss) from continuing operations		314			99			128			(851	)
Net income (loss)	$	314		$	99		$	128		$	(851	)
Basic net income (loss) per common share	$	0.05		$	0.02		$	0.03		$	(0.22	)
Diluted net income (loss) per common share	$	0 04		$	0.01		$	0.02		$	(0.22	)

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: April 15, 2011	By:	/s/ David Fremed
	Name:	David Fremed
	Title:	Chief Financial Officer