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 16, 2004 ZONE4PLAY, INC. --------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 333-91356 98-0374121 ---------------------------- ---------------------- ------------ (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 103 Foulk Road, Suite 202, Wilmington, Delaware 19803 --------------------------------------------------- (Address of principal executive offices and Zip Code) 4526 Neville Street, Burnaby, B.C. V5J 2G8 ------------------------------------------- (Former address of principal executive offices and Zip Code) Registrant's telephone number, including area code (302) 691-6177 ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE. On April 16, 2004, the Registrant issued a press release clarifying the terms of a $1,200,000 private placement that the Registrant previously announced had closed on April 1, 2004. The private placement consisted of Units offered at a price of $.80 per Unit, with each Unit comprised of one share of the Registrant's common stock and two common stock purchase warrants. One warrant is exercisable for 24 months at a price of $1.85 per share and one warrant is exercisable for 36 months at a price of $2.50 per share. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Not applicable. (b) Not Applicable. (c) Exhibits: Exhibit Number Description 99.1 Press Release of Zone4Play, Inc. dated April 16, 2004. 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. ZONE4PLAY, INC. /s/ Shimon Citron ------------------ Shimon Citron, Chief Executive Officer and President Date: April 16, 2004