Mail Stop 4-6
December 3, 2004
Shimon Citron
Chief Executive Officer
Zone 4 Play, Inc.
103 Foulk Road
Wilmington, DE 19803
Re: Zone 4 Play, Inc.
Registration Statement on Form SB-2
Filed on November 3, 2004
File No. 333-120174
Dear Mr. Citron:
We have limited our review of the above-referenced Form SB-2
registration statement of Zone 4 Play, Inc. to the issues outlined
below. Where indicated, we think you should revise your document
in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We welcome any questions you may have about our comments or on any
other aspect of our review and look forward to working with you.
Feel free to call us at the telephone numbers listed at the end of
this letter.
Periodic Reporting
1. We note that you entered into a reverse merger with Old Goal
Enterprises, Inc. as described in the Form 8-K filed February 6,
2004. To be the successor issuer to the reporting obligation
under
Rule 12g-3(a) under the Exchange Act, Rule 12b-2 under the
Exchange
Act requires "the direct acquisition of the assets comprising a
going
business." A "blank check" company such as Old Goat Enterprises
does
not satisfy that criteria. The SEC permits "back door"
registration
under the Exchange Act where a formerly non-reporting company
first
presents disclosure in a Commission filing about itself after
completion of a merger transaction. However, when the formerly
non-
reporting company merges with a "blank check" company, it must
file,
within 15 day of the succession, a Form 8-K with the same level of
information required by Form 10 or Form 10-SB, which include at a
minimum complete audited and pro forma financial statements
required
by those forms. Other information about the accounting survivor
such
as a management`s discussion and analysis, business description
and
management should also be provided.
Please be advised that we currently do not intend to declare the
above-referenced Form SB-2 effective until you have filed an
appropriate Form 8-K and any comments issued in connection with
that
8-K have been cleared. Note that because the 8-K should include
disclosure equivalent to a Form 10 or 10-SB, we will subject it to
our standards of review selection and we may issue substantive
comments in connection with that review.
Selling Security Holders
2. Please provide a concise description of the transaction by
which
the selling security holders in the table acquired their shares of
common stock and warrants.
3. Please disclose the natural persons who exercise sole or shared
voting or investment power over Altshuler Shaham Ltd., Aperson
S.A.,
and Glenrock Group. See interpretation 4S of the Regulation S-K
portion of the March 1999 supplement to the publicly available
telephone interpretation manual, as well as interpretation I.60 of
the July 1997 version of the telephone interpretation manual.
4. Please tell us whether any of the shareholders are broker-
dealers
or affiliates of a registered broker-dealer. If the former,
disclose
and state whether the shares were received as compensation for
investment banking services or as investment shares.
5. To the extent any of the selling shareholders are affiliates of
broker-dealers, please disclose whether the sellers purchased the
shares in the ordinary course of business and at the time of the
purchase of the securities to be resold, the sellers had any
agreements or understandings, directly or indirectly, with any
person
to distribute the securities.
Form 10-QSB for the period ended September 30, 2004
6. In your disclosure regarding changes in internal control over
financial reporting, you have incorrectly identified the
evaluation
period. The disclosure indicates that there were no significant
changes that would significantly affect internal controls
"subsequent
to the date of the evaluation." Item 308(c) of Regulation S-B
requires that changes should be described that occurred during the
issuer`s "last fiscal quarter" (or fourth fiscal quarter in the
case
of an annual report) that would materially affect or are
reasonably
likely to materially affect the issuer`s internal control over
financial reporting. Please revise the disclosure controls and
procedures to conform to the appropriate standard and
supplementally
confirm to us that your disclosure will conform on a going-forward
basis.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement. Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration. Please provide this
request
at least two business days in advance of the requested effective
date.
Any questions should be directed to Maryse Mills-Apenteng at
(202) 942-1861. If you need further assistance, you may contact
me
at (202) 942-1800.
Sincerely,
Barbara C. Jacobs
Assistant Director
cc: Gregory Sichenzia, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, NY 10018