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): ~~March~~April 93, 2012

ZOO ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34796	71-1033391

(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)

11258 Cornell Park Drive, Suite 608

Blue Ash, Ohio 45242

(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 15.0102 ~~Entry~~Departure ~~Into~~of aDirectors ~~Definitive~~or ~~Material~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~Effective ~~loans~~April ~~under~~3, ~~the~~2012, ~~Loan Agreement are secured by a first priority security interest (except to~~ the ~~extent~~Board ~~subordinated by the Factoring Agreement) on all~~ of ~~the~~Directors ~~assets~~ of ~~Borrowers.~~Zoo ~~At any time during the term of the Loan Agreement~~Entertainment, ~~Lender may convert all or part of loan balance into Zoo Shares at conversion price of $0~~Inc.~~40 per share (the "Conversion Shares"). In connection with the Loan Agreement~~, ~~Zoo issued Lender~~ a ~~warrant~~Delaware tocorporation ~~purchase 10,952,775 Zoo Shares at $0.40 per share~~ (~~the~~ “~~Lender~~Zoo ~~Warrant~~Entertainment”)~~. The Lender Warrant may be exercised any time prior to March 31~~, ~~2017.~~appointed ~~Zoo~~Jeffrey ~~Entertainment~~Schrock ~~agreed~~ to ~~provide Lender with certain registration rights with respect to Zoo Shares issued in connection with~~ the ~~Loan~~Board ~~Agreement~~ and ~~Lender~~to ~~Warrant. The~~serve ~~Loan Agreement contains representations and warranties and affirmative and negative covenants~~ as ~~negotiated~~a bymember ~~the~~of ~~parties~~its ~~thereto~~Compensation Committee.

~~MMB,~~Mr. aSchrock ~~limited~~has ~~liability~~over ~~company~~twenty ~~organized~~years ~~under~~of ~~the~~operating ~~laws~~and ofinvesting ~~Delaware~~experience in technology companies, isparticularly ~~owned~~those byoperating ain ~~consortium~~the ofdigital ~~investors~~media, ~~including~~gaming, ~~(i)~~consumer ~~Mojobear~~internet, enterprise software and mobile application sectors. He is currently a Managing Director at Union Bay Capital, ~~LLC,~~an ~~which~~institutionally ~~serves~~backed asprivate ~~the~~investment ~~managing~~fund ~~member~~he ofco-founded ~~MMB~~in ~~and~~2011. From is2008 to 2011 Mr. Schrock served an Investment Director at Intel Capital (NASDAQ: INTC), where he made and oversaw investments in ~~turn~~digital video, ~~owned~~ gaming, mobile and ~~controlled~~other byconsumer ~~David~~technology Ecompanies. Prior ~~Smith,~~to a2008 ~~former~~Mr. ~~director~~Schrock served as Vice President of ~~the~~Corporate ~~Company,~~ Development for RealNetworks (iiNASDAQ:RNWK). Mr. ~~Jay~~Schrock A.serves ~~Wolf,~~as ~~Executive~~a ~~Chairman~~member of the Board of Directors offor ~~the~~Evo ~~Company~~Media Group, ~~(iii)~~Inc., ~~Columbia~~LearnLive ~~Pacific~~Technologies ~~Opportunity~~and ~~Fund,~~as ~~LP,~~an ~~and~~observer ~~(iv)~~to ~~certain~~the ~~other~~board ~~investors~~of directors at Comixology and Lighthouse eDiscovery.

~~The~~Mr. Schrock, ~~foregoing~~an ~~description~~independent ofdirector ~~the~~under ~~Loan~~applicable ~~Agreement~~standards, ~~and~~will ~~warrant~~participate ~~do not purport to be complete and is qualified~~ in ~~its~~the ~~entirety~~Company’s bystandard ~~reference~~compensation toarrangements ~~each~~for ~~such~~non-employee ~~instrument~~directors, ~~copies~~as ofmore ~~which~~particularly described in the Company’s ~~intends~~proxy tostatement ~~file~~filed with ~~its~~the ~~next~~Securities ~~periodic~~and ~~report~~Exchange Commission.

~~Item~~There 2is no arrangement or understanding between Mr.03 Schrock and any other person pursuant to which Mr. Schrock was ~~Creation~~elected ofas a ~~Direct~~director ~~Financial~~of ~~Obligation~~the orCompany. There anare ~~Obligation~~no ~~under~~transactions in which Mr. Schrock has an ~~Off-Balance~~interest ~~Sheet~~requiring ~~Arrangement~~disclosure ofunder Item 404(a) of ~~Registrant~~Regulation S-K.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Zoo Shares, including without limitation, Zoo Shares to be issued in connection with the Lender Warrant and Conversion Shares, shall be issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.

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: March 15, 2012	By:	/s/ Mark Seremet
Date: April 5, 2012	By:	/s/ Mark Seremet
		Mark Seremet President and Chief Executive Officer

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