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| x | QUARTERLY      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934 |   |
|---|---------------------------------------------------------------------------------------------------|--------|

| o | TRANSITION      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934 |   |
|---|----------------------------------------------------------------------------------------------------|--------|

| Delaware                                                                 | 71-1033391                                |
|--------------------------------------------------------------------------|-------------------------------------------|
| (State      or other jurisdiction of incorporation ororganization      ) | (I.R.S.      Employer Identification No.) |

| 3805      Edwards Road, Suite 400,Cincinnati,      OH | 45209           |
|-------------------------------------------------------|-----------------|
| (Address      of Principal Executive Offices)         | (Zip      Code) |

| (513)      824-8297                                            |
|----------------------------------------------------------------|
| (Registrant’s      telephone number, including areacode) |

| Large Accelerated filer o                                                      | Accelerated      filer o         |
|--------------------------------------------------------------------------------|----------------------------------|
| Non-accelerated      filer o(do      not check if a smaller reporting company) | Smaller      reporting company x |

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ITEM 6.  EXHIBITS

| 10.1  |   | Amendment      No. 3 to Senior Secured Convertible Note, dated as of August 31, 2009, by      and among Zoo Entertainment, Inc. and the holders of Notes set forth      therein.*    |
|-------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.2  |   | Note      Purchase Agreement Waiver and Consent, dated as of August 31, 2009, by and      among Zoo Entertainment, Inc. and the holders of Notes set forth therein.      *           |
| 10.3  |   | Advance      Agreement, by and among Zoo Entertainment, Inc., Solutions 2 Go Inc. and      Solutions 2 Go LLC, dated as of August 31, 2009. *                                        |
| 10.4  |   | Exclusive      Distribution Agreement, by and between Zoo Publishing, Inc. and Solutions      2 Go Inc. and Solutions 2 Go LLC, dated as of August 31, 2009.      *                  |
| 10.5  |   | Exclusive      Distribution Agreement, by and between Zoo Publishing, Inc. and Solutions      2 Go LLC, dated as of August 31, 2009. *                                               |
| 10.6  |   | Warrant      to Purchase shares of Common Stock of Zoo Entertainment, Inc.      *                                                                                                    |
| 10.7  |   | Amendment      1 to Fee Letter Agreement, by and between Zoo Entertainment, Inc. and Mark      Seremet, dated as of August 31, 2009. *                                               |
| 10.8  |   | Amendment      1 to Fee Letter Agreement, by and between Zoo Entertainment, Inc. and      David Rosenbaum, dated as of August 31, 2009. *                                            |
| 10.9  |   | Continuing      Personal Guaranty of Mark Seremet for the benefit of Solutions 2 Go Inc.      and Solutions 2 Go LLC, dated as of August 31, 2009. *                                 |
| 10.10 |   | Continuing      Personal Guaranty of David Rosenbaum for the benefit of Solutions 2 Go      Inc. and Solutions 2 Go LLC, dated as of August 31, 2009.  *                             |
| 10.11 |   | Amendment      No. 4 to Senior Secured Convertible Note, dated as of October 6, 2009, by      and among Zoo Entertainment, Inc. and the holders of Notes set forth      therein. *   |
| 10.12 |   | Amendment      No. 5 to Senior Secured Convertible Note, dated as of November 2, 2009, by      and among Zoo Entertainment, Inc. and the holders of Notes set forth      therein. *  |
| 31.1  |   | Certification      of Chief Executive Officer required by Section 302 of the Sarbanes-Oxley      Act of 2002. *                                                                      |
| 31.2  |   | Certification      of Chief Financial Officer required by Section 302 of the Sarbanes-Oxley      Act of 2002.†                                                                 |
| 32.1  |   | Certification      by Chief Executive Officer and Chief Financial Officer pursuant to 18      U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of      2002. * |

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|   |   | ZOO      ENTERTAINMENT, INC                                                                                        |
|--------|--------|--------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                               |
|   |   |                                                                                                               |
|   |   | /s/ Mark      SeremetMark      SeremetPresident      and Chief Executive Officer(Principal      Executive Officer) |
|   |   |                                                                                                               |
|   |   |                                                                                                               |
|   |   | /s/ David      FremedDavid      FremedChief      Financial Officer(Principal      Financial Officer)               |

----

| ExhibitNumber |   | Description                                                                                                                                                                          |
|---------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|          |   |                                                                                                                                                                                 |
| 10.1          |   | Amendment      No. 3 to Senior Secured Convertible Note, dated as of August 31, 2009, by      and among Zoo Entertainment, Inc. and the holders of Notes set forth      therein.*    |
| 10.2          |   | Note      Purchase Agreement Waiver and Consent, dated as of August 31, 2009, by and      among Zoo Entertainment, Inc. and the holders of Notes set forth therein.      *           |
| 10.3          |   | Advance      Agreement, by and among Zoo Entertainment, Inc., Solutions 2 Go Inc. and      Solutions 2 Go LLC, dated as of August 31, 2009. *                                        |
| 10.4          |   | Exclusive      Distribution Agreement, by and between Zoo Publishing, Inc. and Solutions      2 Go Inc. and Solutions 2 Go LLC, dated as of August 31, 2009.      *                  |
| 10.5          |   | Exclusive      Distribution Agreement, by and between Zoo Publishing, Inc. and Solutions      2 Go LLC, dated as of August 31, 2009. *                                               |
| 10.6          |   | Warrant      to Purchase shares of Common Stock of Zoo Entertainment, Inc.      *                                                                                                    |
| 10.7          |   | Amendment      1 to Fee Letter Agreement, by and between Zoo Entertainment, Inc. and Mark      Seremet, dated as of August 31, 2009. *                                               |
| 10.8          |   | Amendment      1 to Fee Letter Agreement, by and between Zoo Entertainment, Inc. and      David Rosenbaum, dated as of August 31, 2009. *                                            |
| 10.9          |   | Continuing      Personal Guaranty of Mark Seremet for the benefit of Solutions 2 Go Inc.      and Solutions 2 Go LLC, dated as of August 31, 2009. *                                 |
| 10.10         |   | Continuing      Personal Guaranty of David Rosenbaum for the benefit of Solutions 2 Go      Inc. and Solutions 2 Go LLC, dated as of August 31, 2009.  *                             |
| 10.11         |   | Amendment      No. 4 to Senior Secured Convertible Note, dated as of October 6, 2009, by      and among Zoo Entertainment, Inc. and the holders of Notes set forth      therein. *   |
| 10.12         |   | Amendment      No. 5 to Senior Secured Convertible Note, dated as of November 2, 2009, by      and among Zoo Entertainment, Inc. and the holders of Notes set forth      therein. *  |
| 31.1          |   | Certification      of Chief Executive Officer required by Section 302 of the Sarbanes-Oxley      Act of 2002. *                                                                      |
| 31.2          |   | Certification      of Chief Financial Officer required by Section 302 of the Sarbanes-Oxley      Act of 2002.†                                                                 |
| 32.1          |   | Certification      by Chief Executive Officer and Chief Financial Officer pursuant to 18      U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of      2002. * |

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