UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12B-25 NOTIFICATION OF LATE FILING Commission File Number: 333-91356 |_| Form 10-KSB |_| Form 11-K |_| Form 20-F |X| Form 10-Q |_| Form N-SAR |_| Form N-CSR For Period Ended: March 31, 2004 |_| Transition Report on Form 10-K |_| Transition Report on Form 10-Q |_| Transition Report on Form 20-F |_| Transition Report on Form N-SAR |_| Transition Report on Form 11-K For the Transition Period Ended: ----------------------------------------- NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN. If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates: ------------------------ -------------------------------------------------------------------------------- PART I REGISTRANT INFORMATION Full name of registrant Zone 4 Play, Inc. Former name if applicable Address of principal executive office 103 Foulk Road City, state and zip code Wilmington, Delaware 19803 PART II RULE 12B-25 (B) AND (C) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.) | (a) The reasons described in reasonable detail in Part III of this | form could not be eliminated without unreasonable effort or | expense; | (b) The subject annual report, semi-annual report, transition | report on Forms 10-K, 10-KSB, 20-F, 11-K, or Form N-SAR, or |X| | portion thereof will be filed on or before the 15th calendar day | following the prescribed due date; or the subject quarterly report | or transition report on Form 10-Q, 10-QSB, or portion thereof will | be filed on or before the fifth calendar day following the | prescribed due date; and | (c) The accountant's statement or other exhibit required by Rule | 12b-25(c) has been attached if applicable. PART III NARRATIVE State below in reasonable detail the reasons why Form 10-KSB, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period. The compilation, dissemination and review of the information required to be presented in the Form 10-QSB for the relevant period has imposed time constraints that have rendered timely filing of the Form 10-QSB impracticable without undue hardship and expense to the registrant. The registrant undertakes the responsibility to file such annual report no later than five days after its original prescribed due date. PART IV OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Uri Levy (011) 97235376989 (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). |X| Yes |_| No (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |X| Yes |_| No If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. The Company's revenues for the three months ended March 31, 2004 increased by 22% to $295,280 from $242,728 for the three months ended March 31, 2003. Total operating expenses incurred for the three months ended March 31, 2004 approximated $236,680, as compared to $114,797 for the three months ended March 31, 2003. The increase in operating expenses of 106% was primarily attributable to an increase in employee recruiting during 2003 and an increase in sales and marketing expenses. Zone 4 Play, Inc. Name of Registrant as Specified in Charter. Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Dated: May 18, 2004 /s/ Uri Levy ------------------------------------ By: Uri Levy Chief Financial Officer