As filed with the Securities and Exchange Commission on January 20, 2004
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter ended December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to ______________
Commission File Number 333-91356
Old Goat Enterprises Inc.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 98-0374121
--------------------------------------------------------------------------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
4526 Neville Street Burnaby B.C. Canada V5J 2G8
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (604) 435-9071
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
--------------------------- ----------------------------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.00001 per share
--------------------------------------------------------------------------------
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
1
Number of shares outstanding of the registrant's class of common stock as of
January 14, 2004: 35,500,000
Authorized share capital of the registrant: 75,000,000 common shares , par value
of $0.001
The Company recorded $nil revenue for the quarter ended December 31, 2003.
FORWARD-LOOKING STATEMENTS
THIS QUARTERLY REPORT ON FORM 10-QSB CONTAINS PREDICTIONS, PROJECTIONS AND OTHER
STATEMENTS ABOUT THE FUTURE THAT ARE INTENDED TO BE "FORWARD-LOOKING STATEMENTS"
WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED (COLLECTIVELY, "FORWARD-LOOKING STATEMENTS"). FORWARD-LOOKING STATEMENTS
INVOLVE RISKS AND UNCERTAINTIES. A NUMBER OF IMPORTANT FACTORS COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING
STATEMENTS. IN ASSESSING FORWARD-LOOKING STATEMENTS CONTAINED IN THIS QUARTERLY
REPORT ON FORM 10-QSB, READERS ARE URGED TO READ CAREFULLY ALL CAUTIONARY
STATEMENTS - INCLUDING THOSE CONTAINED IN OTHER SECTIONS OF THIS QUARTERLY
REPORT ON FORM 10-QSB. AMONG SAID RISKS AND UNCERTAINTIES IS THE RISK THAT THE
COMPANY WILL NOT SUCCESSFULLY EXECUTE ITS BUSINESS PLAN, THAT ITS MANAGEMENT IS
ADEQUATE TO CARRY OUT ITS BUSINESS PLAN AND THAT THERE WILL BE ADEQUATE CAPITAL
OR THEY MAY BE UNSUCCESSUFL FOR TECHNICAL, ECONOMIC OR OTHER REASONS.
2
TABLE OF CONTENTS
Page Number
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Balance Sheets...........................................................4
Statements of Operations.................................................5
Statement of Stockholder's Equity........................................6
Statements of Cash Flows.................................................7
Notes to the Financial Statements....................................8 - 9
ITEM 2. MANAGEMENT'S PLAN OF OPERATION.......................................9
ITEM 3. CONTROLS AND PROCEDURES.............................................12
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS...................................................13
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS...........................13
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.....................................13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................13
ITEM 5. OTHER INFORMATION...................................................13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K....................................14
SIGNATURES..................................................................15
3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OLD GOAT ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
December 31, 2003 March 31, 2003
---------------- ----------------
(UNAUDITED)
ASSETS
Current Assets
Cash $ 8,630 $ 4,264
Prepaid expenses 493 -
---------------- ----------------
Total Assets $ 9,123 $ 4,264
================ ================
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 4,731 $ -
---------------- ----------------
Total Liabilities 4,731 -
---------------- ----------------
Stockholders' Equity
Authorized Common stock:
75,000,000 shares with a par value of $0.001
Issued and outstanding:
35,500,000 and 2,800,000 shares respectively. 35,500 2,800
Additional paid-in capital 58,500 16,200
Deficit accumulated during the
development stage (89,608) (14,736)
---------------- ----------------
Total Stockholders' Equity 4,392 4,264
---------------- ----------------
Total Liabilities and Stockholders' Equity $ 9,123 $ 4,264
================ ================
NATURE OF OPERATIONS (NOTE 1)
ACQUISITION OF ZONE 4 PLAY, INC. (NOTE 6)
The accompanying notes are an integral an integral part of these financial
statements
4
OLD GOAT ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
Cumulative amounts from Date Nine month period
of Incorporation on ended December 31
April 23, 2002 to (see Note 2)
December 31, 2003 2003 2002
-------------------- ---------- ------------
Operating Expenses
Bank charges $ 741 $ 620 $ 82
Marketing 33,307 33,307 -
Office and administration 5,999 5,734 265
Organizational costs 1,000 - 1,000
Professional fees 42,644 30,794 10,850
Website operations and development 5,917 4,417 1,500
------------ ---------- ------------
Loss Before Other Expenses (89,608) (74,872) (13,697)
------------ ---------- ------------
Net Loss for the Period (89,608) (74,872) (13,697)
------------ ---------- ------------
Basic and Diluted Loss Per Common Share - $ - $ -
============ ========== ============
Weighted average number of common shares
outstanding adjusted for the 10 for 1 forward
split on September 22, 2003 (Note 4) 30,150,729 34,709,091 25,944,444
============ ========== ============
The accompanying notes are an integral part of these financial statements.
5
OLD GOAT ENTERPRISES, INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
Deficit
Accumulated
Common Stock Additional During the Total
Shares Amount Paid-in Development Stockholders'
Capital Stage Equity
------------- ------------- ------------- ------------- -------------
Inception, April 23, 2002 - $ - $ - $ - -
Issuance of common stock 2,800,000 2,800 16,200 - 19,000
Net loss for the year - - - (14,736) (14,736)
------------- ------------- ------------- ------------- -------------
Balance, March 31, 2003 2,800,000 2,800 16,200 (14,736) 4,264
Issuance of common stock 750,000 750 74,250 - 75,000
(Note 4)
10 for 1 forward split of issued
and outstanding shares 31,950,000 31,950 (31,950) - -
(Note 4)
Net loss for the period - - - (74,872) (74,872)
------------- ------------- ------------- ------------- -------------
Balance, December 31, 2003 35,500,000 $ 35,500 $ 58,500 $ (89,608) $ 4,392
============= ============= ============= ============= =============
The accompanying notes are an integral part of these financial statements.
6
OLD GOAT ENTERPRISES, INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Cumulative Amounts Nine month period
From Date of ended December 31
Incorporation on (see Note 2)
April 23, 2002 to
December 31, 2003 2003 2002
----------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss for the Period $ (89,608) $ (74,872) $ (13,697)
Adjustments to reconcile net loss to net cash
used in operating activities
Increase in prepaid expenses (493) (493) -
Increase in accounts payable 4,731 4,731 -
----------------- ------------- -------------
NET CASH USED IN OPERATING ACTIVITIES (85,370) (70,634) (13,697)
----------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITES
Proceeds from issuance of common stock 94,000 75,000 19,000
----------------- ------------- -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 94,000 75,000 19,000
----------------- ------------- -------------
NET INCREASE IN CASH 8,630 4,366 5,303
CASH AT BEGINNING OF PERIOD - 4,264 -
----------------- ------------- -------------
CASH AT END OF PERIOD $ 8,630 $ 8,630 $ 5,303
================= ============== =============
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
Cash paid for income taxes $ - $ - $ -
Cash paid for interest $ - $ - $ -
The accompanying notes are an integral part of these financial statements.
7
OLD GOAT ENTERPRISES, INC
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2003
(UNAUDITED)
1. DEVELOPMENT STAGE ENTERPRISES
The Company was incorporated on April 23, 2002 under the laws of Nevada and
is considered a development stage company. It has not yet generated any
revenues from operations. The Company is pursuing opportunities in the
development of a business as a distributor of specialty personal care
products, and on December 18, 2003, announced that it had reached an
agreement to acquire 100% of the shares of Zone 4 Play, Inc., in exchange
for its shares and subject to certain approvals (See Note 6).
In the opinion of management, the accompanying financial statements contain
all adjustments necessary (consisting only of normal recurring accruals) to
present fairly the financial information contained therein. These
statements do not include all disclosure required by generally accepted
accounting principles in the United States of America and should be read in
conjunction with the audited financial statements of the Company for the
year ended March 31, 2003. The results of operations for the period ended
December 31, 2003 are not necessarily indicative of the results to be
expected for the year ending March 31, 2004.
2. COMPARATIVE RESULTS
Comparative results for the nine months ended December 31, 2002 are from
the date of incorporation on April 23, 2002.
3. GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles in the United States of America applicable to a going
concern, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the Company has no
current source of revenue. Without realization of additional capital, it
would be unlikely for the Company to continue as a going concern. The
Company's ability to continue as a going concern is dependent on additional
cash financings, and, ultimately, upon achieving profitable operations
through the development of its business. These financial statements do not
include any adjustments that would be necessary should the Company be
unable to continue as a going concern. Such adjustments could be material.
December 31 March 31
2003 2003
----------- --------
Deficit accumulated during the development stage (89,608) (14,736)
Working capital 4,392 4,264
4. COMMON STOCK
The Company's authorized common stock consists of 75,000,000 shares with a
par value of $0.001 per share. All shares have equal voting rights and,
when validly issued and outstanding, are entitled to one non-cumulative
vote per share in all matters to be voted upon by stockholders. The shares
have no pre-emptive, subscription, conversion or redemption rights and may
be issued only as fully paid and non-assessable shares. Holders of the
8
COMMON STOCK - continued
common stock are entitled to equal rateable rights to dividends and
distributions with respect to the common stock, as may be declared by the
Board of Directors out of funds legally available.
On April 30, 2003, the Company completed a public offering under its SB-2
Registration Statement. It issued 750,000 shares of common stock for $0.10
per share, or $75,000 under share subscriptions received in advance of the
completion.
On September 8, 2003 the Board of Directors of the Company approved a 10
for 1 forward stock split of the Company's issued and outstanding common
stock. Nine additional shares were issued, for every share held, to
stockholders of record on September 22, 2003. The result was an increase in
the number of issued and outstanding shares from 3,550,000 to 35,500,000.
5. SEGMENTED INFORMATION
The Company's operations have been conducted as one reportable segment.
6. ACQUISITION OF ZONE 4 PLAY, INC.
On December 18, 2003 the company announced that it signed a Share Purchase
Agreement (the "Acquisition") to acquire all of the issued and outstanding
shares of Zone 4 Play, Inc. ("Zone4Play"), a Delaware based private company
with subsidiary operations in Israel and the United Kingdom. According to
the terms of the Acquisition, the company agreed to issue 10,426,190 shares
of its common stock in exchange for all of the issued shares of Zone4Play
on closing. In the event that the Acquisition is completed, the Company's
current directors have agreed to surrender 27,950,000 shares of common
stock to the company's treasury for cancellation. Subsequent to closing,
there will then be 17,976,190 shares of common stock outstanding, of which
the Zone4Play shareholders will hold approximately 58%.
Additionally, should the transaction close, the company's board of
directors will be replaced, and the Company's existing President and CEO
will stay on to manage and act as the divisional president of the company's
existing cosmetic business. Pending shareholder approval, which was
obtained by consent resolution on December 22, 2003, and the filing of
appropriate documentation with the Securities and Exchange Commission, the
closing is expected to occur on February 1, 2004, whereby the Company's
name will also change to Zone 4 Play, Inc.
Zone4Play develops and markets online, cross-platform, gaming software
applications for interactive digital TV, mobile telephony, and the
Internet. Zone4Play markets its products and services through wireless
operators, content providers, and satellite and digital cable operators in
the US, UK, The Netherlands, Austria and the Far East.
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
Old Goat Enterprises Inc. was incorporated under the laws of the state of Nevada
on April 23, 2002. The Company's fiscal year end is March 31.
On December 24, 2002 our Form SB-2 registration statement was declared
effective. We closed the offering on April 30, 2003, raising a total of $75,000
for the sale of 750,000 shares at a price of $0.10 per share. The offering was
fully subscribed for. On September 24, 2003, our common stock commenced trading
9
MANAGEMENT'S PLAN OF OPERATION - continued
on the Over the Counter Electronic Bulletin Board under the trading symbol
"OGTE.BB."
We currently have no revenue from operations, we are in a start-up phase with
our existing assets and we have no significant assets, tangible or intangible.
There can be no assurance that we will generate revenues in the future, or that
we will be able to operate profitably in the future, if at all. We have incurred
net losses in each fiscal year since inception of our operations.
We are in the preliminary stages of creating a business as a retailer of
specialty personal care products. These products are designed for the use of
consumers who are sensitive to certain chemical additives commonly found in mass
produced personal care products. We are planning to ultimately offer two
parallel types of products for sale to consumers. The first is a line of
specialty products based on the naturally moisturizing properties of goat's
milk. This product line may consist of goat's milk soap, goat's milk
moisturizing lotions, goat's milk body wash and goat's milk foaming milk bath.
The second is an assortment of personal care products that do not contain
certain chemical compounds believed to be irritants to the consumers. Ultimately
we intend to sell products that will provide customers with alternative products
that have been manufactured without certain compounds that may cause irritation
for the consumer.
During the second quarter, we completed improvements to our website to provide
more specific information about our products and initially attempt to build
revenues. We subsequently found that with a lack of significant additional
capital for awareness advertising, it was impossible to drive traffic to our
website and provide a profitable level of sales. A major supplier of the goats
milk product also changed its strategy to aggressively pursue direct retail
sales. These circumstances may significantly impact our ability to develop a
successful business plan around these products. As an alternative, we undertook
initiatives to identify and potentially develop relationships with distributors
in middle eastern countries and in other parts of the world. During the second
quarter, we started a program to obtain regulatory approval to sell the products
in Israel, where goats milk properties are well known. As of the date hereof,
this process is ongoing. There can be no assurance that we will be successful in
developing a market for these products.
In accordance with our secondary strategy of evaluating other opportunities that
would potentially enhance stockholder value and improve our chances in
attracting additional capital, we commenced negotiations and concluded an
acquisition agreement with Zone 4 Play, Inc., a private Delaware based company.
See ITEM 5 and Note 6 to our financial statements for a detailed description of
this proposed transaction. Zone4Play was founded in April 2001, and
approximately $1,000,000 has been invested in the business since inception.
Zone4Play started to generate revenue from its customers in the fourth quarter
of 2002. Revenues for fiscal 2003 are expected to be approximately $400,000. It
currently employs 18 professionals in software design, client-server
applications, graphic layouts and cross-platform deployments.
Zone4Play develops and markets online, cross-platform, gaming software
applications for interactive digital TV, mobile telephony, and the Internet.
Zone4Play believes its product offers unique flexibility and access for its
clients, and may be the only company offering a single user account that enables
switching from one network to another (i.e. from wireless mobile to interactive
digital TV, and vise versa) with the same virtual balance and user information.
It markets its products and services through wireless operators, content
providers, and satellite and digital cable operators in the US, UK, The
Netherlands, Austria and the Far East.
10
MANAGEMENT'S PLAN OF OPERATION - continued
We believe the combination of a unique and growing product, a growing revenue
base to date and management expertise within the company will provide value to
our stockholders.
In order to continue with our existing business plan and that of Zone 4 Play's
should the acquisition close, we require additional equity or debt funding
immediately. Our current working capital position is less than $5,000. There can
be no assurance we will be successful in obtaining additional financing on
favorable terms, if at all. We have limited funds to maintain our own ongoing
expenses. Without an infusion of new capital, we will not be able to maintain
current operations beyond these periods.
Management Discussion and Analysis
The following discussion of the plan of operation, financial condition, results
of operations, cash flows and changes in financial position of our Company
should be read in conjunction with our most recent financial statements and
notes appearing elsewhere in this Form 10-QSB; and our 10-KSB for March 31,
2003.
At December 31, 2003, we had working capital of $4,392, compared to working
capital of $4,264 at March 31, 2003.
At December 31, 2003, our total assets consisted of $8,630 of cash and $493 of
prepaid expenses. This compares with total assets at March 31, 2003 consisting
solely of cash of $4,264.
At December 31, 2003, our total current liabilities increased to $4,731 from
$nil at March 31, 2003, for accounts payable.
We have not had revenues from inception. Although there may be insufficient
capital to execute our business plan, we expect to survive with funding from
sales of securities and, as necessary or from shareholder loans. Should we
complete the acquisition of Zone 4 Play on terms described herein, we will
generate revenues from the sale of licensed software and service fees, as we
build our retail cosmetic business.
Unless we complete the acquisition of Zone 4 Play, we do not anticipate making
any major purchases of capital assets in the next 12 months, or conducting any
research and development directly. Our current corporate employee count is only
likely to change if we can raise additional capital, and open a retail
operation.
If we complete the Zone 4 Play transaction, we will conduct research and
development of software products directly and will likely need to purchase
additional capital assets. We will be able to quantify these expenditures
subsequent to closing. Our employee count will also change by the assumption of
the Zone 4 Play employees, which currently number 18 persons.
Results of Operations
Our company posted losses of $74,872 for the nine months ended December 31,
2003, compared with the losses of $13,697 for the comparable period in 2002.
From inception to December 31, 2003 we incurred losses of $89,608. The principal
component of losses for the nine month period ended December 31, 2003 was
marketing expenses of $33,307, professional fees of $30,794 and $4,417 for
website development. The balance was incurred for administrative expenses. Our
marketing expenses include costs for the review, selection and negotiation with
potential distributors and for samples provided to potential distributors.
11
ITEM 3. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures within 90 days of the filing date of this quarterly
report, and, based on their evaluation, our principal executive officer and
principal financial officer have concluded that these controls and procedures
are effective. There were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation.
Disclosure controls and procedures are our controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported, within the time periods specified
in the Securities and Exchange Commission's rules and forms. Disclosure controls
and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file under the Securities Exchange Act of 1934 is accumulated and communicated
to our management, including our principal executive office and principal
officer, as appropriate to allow timely decisions regarding required disclosure.
12
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On April 30,2003 we completed our offering for 750,000 shares of common stock of
our company at a price of $0.10 per share. The shares were offered under a SB-2
made effective December 24, 2002. The offering was fully subscribed for and we
received $75,000.00 in cash.
On September 8, 2003 the Board of Directors of the Company approved a 10 for 1
forward stock split of the Company's issued and outstanding common stock. Nine
additional shares were issued, for every share held, to stockholders of record
on September 22, 2003. The result was an increase in the number of issued and
outstanding shares from 3,550,000 to 35,500,000.
See ITEM 4 and 5, for a proposed change in our common shares, which will result
from the closing of the proposed acquisition of Zone 4 Play, Inc., should it
occur.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
As of December 22, 2003, we obtained written consent from 35 registered
stockholders, holding 33,270,000 or 93.71% of our outstanding 35,500,000 common
shares, approving (i) an acquisition by our Company of 100% of the issued and
outstanding common shares of Zone 4 Play, Inc., a Delaware corporation, in
exchange for 10,426,190 shares of the Company's common stock, and (ii) an
amendment to our Company's Articles of Incorporation changing the name of the
Company to "Zone 4 Play, Inc."
Under Section 78.320 of the corporate law of the State of Nevada, action by
stockholders may be taken without a meeting, without prior notice, by written
consent of the holders of outstanding stock having at least a majority of the
voting power that would be necessary to authorize the action at a meeting.
See ITEM 5 for a further description of the Zone 4 Play acquisition.
ITEM 5. OTHER INFORMATON
On December 18, 2003 our Board of Directors unanimously approved the acquisition
of Zone 4 Play, Inc. ("Zone 4 Play") and a company name change to Zone 4 Play,
Inc., pursuant to a Share Purchase Agreement (the "Acquisition") to acquire all
of the issued and outstanding shares of Zone 4 Play, a Delaware based private
company with subsidiary operations in Israel and the United Kingdom. According
to the terms of the Acquisition, we agreed to issue 10,426,190 shares of its
common stock in exchange for all of the issued shares of Zone4Play on closing.
13
OTHER INFORMATON - continued
In the event that the Acquisition is closed, the Company's current directors
have also agreed to surrender 27,950,000 shares of common stock to our treasury
for cancellation. Subsequent to closing, there will then be 17,976,190 shares of
common stock outstanding, of which the Zone4Play shareholders will hold
approximately 58%.
Additionally, should the transaction close, the company's board of directors
will be replaced, and the Company's existing President and CEO will stay on to
manage and act as the divisional president of the company's existing cosmetic
business.
Pending shareholder approval, which was obtained as of December 22, 2003 (See
ITEM 4) and the filing of appropriate documentation with the Securities and
Exchange Commission, the closing is expected to occur on February 1, 2004,
whereby the Company's name will also change to Zone 4 Play, Inc.
Zone4Play was founded in April 2001, and approximately $1,000,000 has been
invested in the business since inception. Zone4Play started to generate revenue
from its customers in the fourth quarter of 2002. Revenues for fiscal 2003 are
expected to be approximately $400,000. It currently employs 18 professionals in
software design, client-server applications, graphic layouts and cross-platform
deployments.
Zone4Play develops and markets online, cross-platform, gaming software
applications for interactive digital TV, mobile telephony, and the Internet.
Zone4Play believes its product offers unique flexibility and access for its
clients, and may be the only company offering a single user account that enables
switching from one network to another (i.e. from wireless mobile to interactive
digital TV, and vise versa) with the same virtual balance and user information.
Zone4Play markets its products and services through wireless operators, content
providers, and satellite and digital cable operators in the US, UK, The
Netherlands, Austria and the Far East.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Pursuant to Rule 601 of Regulation SB, the following exhibits are included
herein or incorporated by reference.
Exhibit
Number Description
------- -----------
3.1 Articles of Incorporation*
3.2 By-laws*
10.1 Form of Subscription Agreement*
10.2 2003 Employees/Consultants Stock Compensation Plan**
10.3 Share Purchase Agreement with Zone 4 Play, Inc.
* Incorporated by reference to our SB2 Registration Statement Amendment 4
filed on December 24, 2002, SEC File Number 333-91356.
** Incorporated by reference to our quarterly report 10QSB for September 30,
2003.
14
EXHIBITS AND REPORTS ON FORM 8-K - continued
31.1 CERTIFICATION OF CEO PURSUANT TO 18 U.S.C. ss. 1350, SECTION 302
31.2 CERTIFICATION OF CFO PURSUANT TO 18 U.S.C. ss. 1350, SECTION 302
32.1 CERTIFICATION PURSUANT TO 18 U.S.C. ss.1350, SECTION 906
32.2 CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350, SECTION 906
Reports on Form 8-K
Filed September 11, 2003 describing the 10 for 1 forward stock split for
stockholders of record on September 22, 2003 and the appointment of Ms. Lois
Meisinger as President and CEO of the Company.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on this 20th day of
January, 2004. OLD GOAT ENTERPRISES INC.
Date: January 20, 2004 By: /s/ Lois Meisinger
-------------------
Lois Meisinger
President/CEO
By: /s/Laurel Blanchard
---------------------
Laurel Blanchard
Chief Financial Officer
15