-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WOqnm+TH0QxEh2viwWvRbX17imp4rD0zZAzTGeSf5qd3o+wWt2eJ2Jpz245UQJ12 WNzNnLMIJ5yhMXwR6ekdLQ== 0001178913-08-001401.txt : 20080528 0001178913-08-001401.hdr.sgml : 20080528 20080528082759 ACCESSION NUMBER: 0001178913-08-001401 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080528 DATE AS OF CHANGE: 20080528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Win Gaming Media, Inc. CENTRAL INDEX KEY: 0001175442 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 980374121 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-51255 FILM NUMBER: 08862393 BUSINESS ADDRESS: STREET 1: 103 FOULK ROAD STREET 2: SUITE 202 CITY: WILMINGTON STATE: DE ZIP: 19803 BUSINESS PHONE: 302-691-6177 MAIL ADDRESS: STREET 1: 103 FOULK ROAD STREET 2: SUITE 202 CITY: WILMINGTON STATE: DE ZIP: 19803 FORMER COMPANY: FORMER CONFORMED NAME: ZONE 4 PLAY INC DATE OF NAME CHANGE: 20040206 FORMER COMPANY: FORMER CONFORMED NAME: OLD GOAT ENTERPRISES INC DATE OF NAME CHANGE: 20020613 10-Q 1 zk85223.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 [_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from _________________ to _________________ Commission file number 000-51255 WIN GAMING MEDIA, INC. (Exact name of registrant as specified in its charter) NEVADA 98-037121 (State of incorporation) (IRS Employer Identification No.) 103 FOULK ROAD, WILMINGTON, DELAWARE (Address of principal executive offices) (972) - 3 - 6471884 (Registrant's telephone number, including area code) ZONE 4 PLAY, INC. (Former name, former address and former fiscal year, if changed since last report) 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 [_] Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, or a non-accelerated filer. See of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. Large accelerated filer [_] Accelerated filer [_] Non-accelerated filer [_] Smaller reporting company [X] (Do not check if smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [_] No [X] The number of shares outstanding of the registrant's Common Stock, $0.001 par value, was 32,319,031 as of May 1, 2008 PAGE ---- PART I - FINANCIAL INFORMATION: Item 1. Balance Sheet (Unaudited) F-2 - F-3 Statements of Operations and Comprehensive Income (Loss) (Unaudited) F-4 Statements of Cash Flows (Unaudited) F-5 Notes to Financial Statements (Unaudited) F-6 - F-11 Item 2. Management's Discussion and Analysis And Results of Operations 3 Item 4T. Controls and Procedures 7 PART II - OTHER INFORMATION: Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 8 Item 6. Exhibits 8 SIGNATURES 9 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. WIN GAMING MEDIA, INC. (FORMERLY KNOWN AS: ZONE 4 PLAY, INC) AND ITS SUBSIDIARIES INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2008 IN U.S. DOLLARS UNAUDITED INDEX PAGE ---- CONSOLIDATED BALANCE SHEETS F-2 - F-3 CONSOLIDATED STATEMENTS OF OPERATIONS F-4 CONSOLIDATED STATEMENTS OF CASH FLOWS F-5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-6 - F-11 WIN GAMING MEDIA, INC. (FORMERLY KNOWN AS: ZONE 4 PLAY, INC.) AND ITS SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - -------------------------------------------------------------------------------- U.S. DOLLARS
MARCH 31, DECEMBER 31 ---------- ---------- 2008 2007 ---------- ---------- UNAUDITED UNAUDITED ---------- ---------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 14,960 $ 147,046 Trade receivables (net of allowance for doubtful accounts of $405,452) 120,018 117,793 Other accounts receivable, prepaid expenses , and related parties 140,575 131,046 ---------- ---------- TOTAL current assets 275,553 395,885 ---------- ---------- RELATED PARTIES 624,061 294,526 ---------- ---------- SEVERANCE PAY FUND 70,430 78,453 ---------- ---------- PROPERTY AND EQUIPMENT, NET 183,185 322,581 ---------- ---------- ACQUIRED TECHNOLOGY, NET 23,976 107,309 ---------- ---------- ASSETS ATTRIBUTED TO DISCONTINUED OPERATIONS 31,312 31,506 ---------- ---------- Total assets $1,208,517 $1,230,260 ========== ==========
The accompanying notes are an integral part of the consolidated financial statements. F - 2 WIN GAMING MEDIA, INC. (FORMERLY KNOWN AS: ZONE 4 PLAY, INC.) AND ITS SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - -------------------------------------------------------------------------------- U.S. DOLLARS
MARCH 31, DECEMBER 31 ------------ ------------ 2008 2007 ------------ ------------ UNAUDITED UNAUDITED ------------ ------------ LIABILITIES AND STOCKHOLDERS' DEFICIENCY CURRENT LIABILITIES: Shareholders' loan $ 101,289 $ - Trade payables 100,268 115,968 Employees and payroll accruals 179,146 287,441 Accrued expenses and other liabilities 186,525 188,843 Liabilities attributed to discontinued operations 25,243 25,051 ------------ ------------ TOTAL current liabilities 592,471 617,303 ------------ ------------ Call option 206,768 206,768 Accrued severance pay 134,387 140,293 Investment in affiliated company 976,833 516,355 ------------ ------------ TOTAL Long term liabilities 1,317,988 863,416 TOTAL liabilities 1,910,459 1,480,719 ------------ ------------ COMMITMENTS AND CONTINGENT LIABILITIES - - STOCKHOLDERS' DEFICIENCY : Common stock of $ 0.001 par value: Authorized: 75,000,000 shares at March 31, 2008 and December 31, 2007; Issued and outstanding: 32,319,031 shares at March 31, 2008 and December 31,2007, respectively 32,319 32,319 Additional paid-in capital 17,111,541 17,060,714 Accumulated other comprehensive loss (8,047) (7,504) Accumulated deficit (17,837,755) (17,335,988) ============ ============ TOTAL stockholders' deficiency $ (701,942) $ (250,459) TOTAL liabilities and stockholders' deficiency $ 1,208,517 $ 1,230,260 ============ ============
The accompanying notes are an integral part of the consolidated financial statements. F - 3 WIN GAMING MEDIA, INC. (FORMERLY KNOWN AS: ZONE 4 PLAY, INC.) AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS - -------------------------------------------------------------------------------- U.S. DOLLARS (EXCEPT SHARE DATA)
THREE MONTHS ENDED MARCH 31, -------------------------- 2008 2007 ----------- ----------- UNAUDITED -------------------------- Revenues : Revenues from software applications $ 129,234 $ 246,915 Revenues from services to affiliated company 382,254 - Total Revenues 511,488 246,915 ----------- ----------- Cost of revenues 433,427 92,923 ----------- ----------- Gross profit 78,061 153,992 ----------- ----------- Operating expenses: Research and development 32,611 739,037 Selling and marketing 19,261 102,146 General and administrative 56,039 272,916 ----------- ----------- Total operating expenses 107,911 1,114,099 ----------- ----------- Operating loss 29,850 960,107 Financial expenses, net 51,789 4,827 ----------- ----------- Other income 40,350 24,010 Equity in losses of affiliated company 460,478 - Minority interests in losses of subsidiaries - 56,371 ----------- ----------- Net loss from continuing operation 501,767 884,553 Net loss from discontinued operation, net - 523,656 Net Loss 501,767 1,408,209 =========== =========== Basic and diluted net loss per share from continuing operation $ 0.02 $ 0.03 Basic and diluted net loss per share from discontinued operation $ - $ 0.01 Total Basic and diluted net loss per share $ 0.02 $ 0.04 =========== =========== Weighted average number of shares of Common stock used in computing basic and diluted net loss per share 32,319,031 32,319,031 =========== ===========
The accompanying notes are an integral part of the consolidated financial statements. F - 4 WIN GAMING MEDIA, INC. (FORMERLY KNOWN AS: ZONE 4 PLAY, INC.) AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - -------------------------------------------------------------------------------- U.S. DOLLARS
THREE MONTHS ENDED MARCH 31, ---------------------------- 2008 2007 ----------- ----------- UNAUDITED ---------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (501,767) $(1,408,209) Adjustments required to reconcile net loss to net cash used in operating activities: Depreciation and amortization 133,079 173,421 Decrease (increase) in trade and other accounts receivable prepaid expenses, and related parties (275,667) 25,197 Stock-based compensation 50,827 150,758 Decrease in trade payables (15,508) (105,285) Increase (decrease) in employees and payroll accruals (108,295) 21,862 Increase (decrease) in accrued expenses and other liabilities (2,320) 2,754 Accrued severance pay, net 2,119 (7,276) Equity in losses of affiliated company 460,478 Capital gain on sale of property and equipment (40,350) Minority interests in losses of subsidiaries - (56,371) ----------- ----------- Net cash used in operating activities (297,404) (1,203,149) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of property and equipment 65,000 - Purchase of property and equipment - (10,935) ----------- ----------- Net cash provided by (used in) investing activities 65,000 (10,935) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Loans from shareholders 101,289 - Short-term bank credit, net 39,949 ----------- ----------- Net cash provided by financing activities 101,289 39,949 ----------- ----------- Effect of exchange rate changes on cash and cash equivalents (971) 379 ----------- ----------- Decrease in cash and cash equivalents (132,086) (1,173,756) Cash and cash equivalents at the beginning of the period 147,046 3,019,282 ----------- ----------- Cash and cash equivalents at the end of the period $ 14,960 $ 1,845,526 =========== =========== SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: Cash paid during the period for: Interest $ 168 $ 463 =========== ===========
The accompanying notes are an integral part of the consolidated financial statements. F - 5 WIN GAMING MEDIA, INC. (FORMERLY KNOWN AS: ZONE 4 PLAY, INC.) AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- U.S. DOLLARS NOTE 1: GENERAL a. On May 1, 2008 the company has changed its name to Win Gaming Media, Inc. Win Gaming Media, Inc. (formerly known as: Zone4Play Inc.) ("the Company") was incorporated under the laws of the State of Nevada on April 23, 2002 as Old Goat Enterprises, Inc. On February 1, 2004, the Company acquired Zone4Play, Inc. ("Zone4Play (Delaware))" (see b. below), which was incorporated under the laws of the State of Delaware on April 2, 2001, and subsequently changed the Company's name to Zone4Play, Inc., a Nevada corporation The Company develops and markets interactive games applications for Internet, portable devices and interactive TV platforms. The Company conducts its operations and business with and through its subsidiaries, (1) Zone4Play (Delaware), (2) Zone4Play Limited, an Israeli corporation incorporated in July 2001, which is engaged in research and development and marketing of the applications, (3) Zone4Play (UK) Limited, a United Kingdom corporation, incorporated in November 2002, which is engaged in marketing of the applications, (4) MixTV Ltd., an Israeli corporation which develops and markets participation TV games applications., and (5) Gaming Ventures Plc ("Gaming") , a company incorporated in the Isle of Man. The Company's shares of common stock are currently traded on the OTC Bulletin Board under the trading symbol "ZFPI.OB." b. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered losses from operations and negative cash flows from operations since inception. For the three months ended March 31, 2008 the Company incurred a negative cash flow from operations of $297,404 and has accumulated deficit of $17,837,755as of March 31, 2008. Despite its negative cash flows, the Company has been able to secure financing in order to support its operations to date, based on shares issuances. Management believes that, despite the financial hurdles and funding uncertainties going forward, it has under development a business plan that, if successfully funded and executed as part of a financial restructuring, can significantly improve operating results. The consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty. As part of the Company's plan to secure ongoing operations, management entered into a convertible loan agreement with a major shareholder which was approved at the annual meeting of the Company that took place in April 2008. c. According to the agreement between the Company and Zone4Play (Delaware), the Company issued 10,426,190 shares of common stock to the former holders of equity interest in Zone4Play (Delaware). The acquisition has been accounted for as a reverse acquisition, whereby the Company was treated as the acquiree and Zone4Play (Delaware) as the acquirer, primarily because Zone4Play (Delaware) shareholders owned a majority, approximately 58% of the Company's common stock, upon completion of the acquisition. Immediately prior to the consummation of the transaction, the Company had no material assets and liabilities, hence the reverse acquisition is treated as a capital stock transaction in which Zone4Play (Delaware) is deemed to have issued the common stock held by the Company shareholders for the net assets of the Company. The historical financial statements of Zone4Play (Delaware) became the historical financial statements of the Company. d. On November 6, 2007, the Company and Two Way Media Ltd (the "Parties") have incorporated a new entity in Alderney bearing the name Two Way Gaming Limited ("TWG") to conduct all gaming activity undertaken by the Parties on interactive television, mobile telephony, participation television and the internet. Both companies are equal holders of the issued shares of TWG. On the same day the Parties agreed to grant to Winner.com (UK) Ltd ("Winner") in exchange for the brand name Winner an option to purchase directly from the Company part of the Company's shareholding in TWG equivalent to 7.5% of the TWG's total shares subject to certain events. The call option was accounted for as a derivative pursuant to Emerging Issues Task Force 00-06 "Accounting for Freestanding Derivative Financial Instruments Indexed to, and Potentially Settled in, the Stock of a Consolidated Subsidiary". Since the Company holds 50% of TWG's issued shares, it accounts for its investment under the equity method. The assets due to services provided by the Company to TWG are classified as a related party balance account. F - 6 WIN GAMING MEDIA, INC. (FORMERLY KNOWN AS: ZONE 4 PLAY, INC.) AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- U.S. DOLLARS NOTE 1:- GENERAL (CONT.) e. Concentration of risk that may have a significant impact on the Company: The Company derived 92% of its revenues from two major customers (see Note 4b). NOTE 2: BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments including non-recurring adjustments attributable to reorganization and severance and impairment considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008. For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2007. The interim condensed consolidated financial statements incorporate the financial statements of the Company and all of its subsidiaries. All significant intercompany balances and transactions have been eliminated on consolidation. The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2007 contained in the Company's Annual Report on Form 10-KSB filed with the Securities and Exchange Commission ("SEC") on April 15, 2008, have been applied consistently in these unaudited interim condensed consolidated financial statements. NOTE 3: SIGNIFICANT ACCOUNTING POLICIES a. The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2007 are applied consistently in these consolidated financial statements. b. These financial statements should be read in conjunction with the audited annual financial statements of the Company as of December 31, 2007 and their accompanying notes. c. Accounting for stock-based compensation Effective January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards ("SFAS") No. 123 (revised 2004) ("SFAS 123(R)"), "Share-Based Payment," and Staff Accounting Bulletin No. 107 ("SAB 107"), which was issued in March 2005 by the SEC. SFAS 123(R) addresses the accounting for share-based payment transactions in which the Company obtains employee services in exchange for equity instruments of the Company. F - 7 WIN GAMING MEDIA, INC. (FORMERLY KNOWN AS: ZONE 4 PLAY, INC.) AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- U.S. DOLLARS NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONT.) This statement requires that employee equity awards be accounted for using the grant-date fair value method. SAB 107 provides supplemental implementation guidance on SFAS 123(R), including guidance on valuation methods, classification of compensation expense, income statement effects, disclosures and other issues. The following table shows the total stock-based compensation charge included in the Consolidated Statements of Operations: THREE MONTHS ENDED MARCH 31, ------------------------ 2008 2007 -------- -------- (UNAUDITED) (UNAUDITED) -------- -------- Research and development expenses 29,292 57,777 Sales and marketing expenses 8,498 11,529 General and administrative expenses 13,037 81,452 -------- -------- Total $ 50,827 $150,758 ======== ======== The fair value for these options was estimated at the grant date using a Black-Scholes option pricing model as allowed Under SFAS 123(R). A summary of the Company's share option activity to employees and directors, and related information is as follows:
THREE MONTHS ENDED MARCH 31, ----------------------------------------------------------- 2008 2007 --------------------------- ------------------------ UNAUDITED UNAUDITED --------------------------- ------------------------- WEIGHTED WEIGHTED AVERAGE AVERAGE NUMBER EXERCISE NUMBER EXERCISE OF OPTIONS PRICE OF OPTIONS PRICE --------- --------- --------- --------- $ $ --------- --------- Outstanding at the 3,950,965 0.98 7,653,046 1.01 beginning of the year Granted - - - - Forfeited 324,586 0.58 - - --------- --------- Outstanding at the end of the quarter 3,626,379 1.02 7,653,046 1.01 ========= ========= ========= ========= Options exercisable at the end of the quarter 3,532,292 1.00 4,009,491 0.95 ========= ========= ========= =========
The Company applies Emerging Issues Task Force 96-18, "Accounting for Equity Instruments that Are Issued to Other than Employees for Acquiring or in Conjunction with Selling, Goods or Services" ("EITF 96-18") with respect to options and warrants issued to non-employees. F - 8 WIN GAMING MEDIA, INC. (FORMERLY KNOWN AS: ZONE 4 PLAY, INC.) AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- U.S. DOLLARS NOTE 4: SEGMENTS, CUSTOMERS AND GEOGRAPHIC INFORMATION Summary information about geographic areas: The Company manages its business on the basis of one reportable segment (see Note 1 for a brief description of the Company's business) and follows the requirements of SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information". a. The following is a summary of operations within geographic areas, based on the location of the customers: THREE MONTHS ENDED MARCH 31, ------------------------ 2008 2007 -------- -------- TOTAL REVENUES ------------------------ Alderney $382,254 $ - Australia 87,500 87,500 United States 41,734 39,150 England - 88,891 Antigua and Barbuda - 74,863 Others - 429 -------- -------- $511,488 $290,833 ======== ======== b. Major customer data as a percentage of total revenues: THREE MONTHS ENDED MARCH 31, ------------------ 2008 2007 -------- -------- Customer A (an affiliate company) 75% - ======= ======= Customer B 17% 30% ======= ======= Customer C - 28% ======= ======= Customer D - 26% ======= ======= Customer E *) 10% ======= ======= *) Represents an amount lower than 10%. NOTE 5: RECENTLY ISSUED ACCOUNTING STANDARDS In September 2006, the Financial Accounting Standards Board ("FASB") issued SFAS No. 157, "Fair Value Measurements" ("SFAS No. 157"). This standard defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. The provisions of SFAS No. 157 are effective for the Company beginning January 1, 2008. The FASB issued a FASB Staff Position (FSP) to defer the effective date of SFAS No. 157 for one year for all nonfinancial assets and nonfinancial liabilities, except for those items that are recognized or disclosed at fair value in the financial statements on a recurring basis. The adoption of this statement didn't have a material effect on the Company's consolidated financial statements. In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities." This standard permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. As applicable to the Company, this statement is effective as of the year beginning January 1, 2008. The adoption of this statement didn't have a material effect on the Company's consolidated financial statements F - 9 WIN GAMING MEDIA, INC. (FORMERLY KNOWN AS: ZONE 4 PLAY, INC.) AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- U.S. DOLLARS NOTE 5: RECENTLY ISSUED ACCOUNTING STANDARDS (CONT.) In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations." SFAS No. 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, the goodwill acquired, and any noncontrolling interest in the acquire. This standard also establishes disclosure requirements to enable the evaluation of the nature and financial effect of the business combination. SFAS No. 141(R) is effective for fiscal years beginning after December 15, 2008. Earlier adoption is prohibited. The Company is currently evaluating the potential impact, if any, of the adoption of SFAS 141(R) on its consolidated financial statements. In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51." SFAS No. 160 establishes accounting and reporting standards pertaining to ownership interests in subsidiaries held by parties other than the parent, the amount of net income attributable to the parent and to the noncontrolling interest, changes in a parent's ownership interest, and the valuation of any retained noncontrolling equity investment when a subsidiary is deconsolidated. This standard also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. The Company is currently evaluating the potential impact, if any, of the adoption of SFAS No. 160 on its consolidated financial statements. In December 2007, the SEC issued Staff Accounting Bulleting No. 110 ("SAB 110") relating to the use of a "simplified" method in developing an estimate of the expected term of "plan vanilla" share options. SAB 107 previously allowed the use of the simplified method until December 31, 2007. SAB 110 allows, under certain circumstances, a company to continue to use the simplified method beyond December 31, 2007. The adoption of SAB 110 has an impact on the consolidated financial statements since the Company uses the "simplified" method in developing an estimate of the expected term on its share options. In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133" ("SFAS No. 161"). This standard is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entity's derivative instruments and hedging activities and their effects on the entity's financial position, financial performance, and cash flows. SFAS No. 161 applies to all derivative instruments within the scope of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133") as well as related hedged items, bifurcated derivatives, and nonderivative instruments that are designated and qualify as hedging instruments. Entities with instruments subject to SFAS No. 161 must provide more robust qualitative disclosures and expanded quantitative disclosures. SFAS No. 161 is effective prospectively for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application permitted. The Company is currently evaluating the disclosure implications of SFAS No. 161. F - 10 WIN GAMING MEDIA, INC. (FORMERLY KNOWN AS: ZONE 4 PLAY, INC.) AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- U.S. DOLLARS NOTE 6: SUBSEQUENT EVENTS On March 10, 2008, the Company's board of directors,(the "Board"), approved the Company's entry into a convertible debt transaction with one of its directors, Mr. Shimon Citron. The transaction which was subject to shareholder approval at a special meeting in lieu of an annual meeting was approved on April 29, 2008 (the "Meeting"). The transaction was documented by a Convertible Loan Agreement, a Convertible Promissory Note, a Security Agreement and a Common Stock Purchase Warrant, all of which were dated as of March 6, 2008, and were collectively referred to as the "Loan Agreement Documents." On April 29, 2008, the transaction was approved by the holders of a majority of the Company's common stock. Under the Loan Agreement Documents, Mr. Citron has provided the Company with a loan in the aggregate principal amount of $500,000, which is to be advanced to the Company in seven installments of different amounts commencing February 24, 2008 and ending July 9, 2008. As of the date hereof, payments in the aggregate amount of $276,000 have been transferred to the Company. In addition, under the Loan Agreement Documents: o The Company issued a Secured Promissory Note to Mr. Citron, which Note is convertible into shares of the Company's common stock at a per-share conversion price equal to the average closing price of the Company's common stock for the five trading days preceding the date on which the first monthly installment if advanced by Mr. Citron. The first advance occurred on February 24, 2008. The conversion price based on the foregoing formula is $0.0595 per share of common stock. The Note will accrue interest at a rate of 15% per annum. Payment of principal and interest by the Company will be payable in cash, or at the election of Mr. Citron in shares of Common Stock valued at $0.0595. The Note also contains customary events of default, including receivership or bankruptcy proceedings, judgments in access of $100,000, and certain trading and SEC suspensions. The Note matures on March 6, 2009. o The Company entered a Security Agreement to secure the performance by the Company of its obligations under the Loan Agreement Documents. The Company granted to Mr. Citron a first ranking priority security interest in substantially all of the Company's assets. o The Company agreed to file within 60 days of conversion of the Note a registration statement with the SEC, and to use its best efforts to register for resale the shares issued to Mr. Citron under the Note and a Warrant granted to Mr. Citron. Under the Warrant agreement, Mr. Citron is entitled to purchase from the Company up to 8,403,361shares of common stock at a per share price of $0.0595. This warrant may be exercised until 5 years from the issuance date. Mr. Citron will have the option for one year from the effective date of such registration statement to purchase up to an additional $500,000 worth of Common Stock and Warrants at a price of $0.0595 per share. F - 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. FORWARD LOOKING STATEMENTS This quarterly report on Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws, and is subject to the safe-harbor created by such Act and laws. Forward-looking statements may include our statements regarding our goals, beliefs, strategies, objectives, plans, including product and service developments, future financial conditions, results or projections or current expectations. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms, or other comparable terminology. These statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results to be materially different from those contemplated by the forward-looking statements. The business and operations of Zone 4 Play, Inc. are subject to substantial risks, which increase the uncertainty inherent in the forward-looking statements contained in this report. We undertake no obligation to release publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Further information on potential factors that could affect our business is described under the heading "Risks Related to Our Business" in Part I, Item 1, "Description of Business" of our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007. Readers are also urged to carefully review and consider the various disclosures we have made in this report. OVERVIEW Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. You should read the following discussion of our financial condition and results of operations together with the unaudited financial statements and the notes to unaudited financial statements included elsewhere in this report. OUR BUSINESS We are a software and technology developer and provider to companies that service the interactive gaming industry, delivering cross-platform systems that are built for mass participation gaming over mobile devices, TV and the internet. Our software provides and supports play-for-fun and play-for-real interactive games. We offer five core solutions to companies that offer play-for-real gaming, namely: (i) Participation TV gaming: the provision of services via the interaction of television broadcasts and mobile text messages, IVR (interactive voice response) lines or Java interaction. (ii) Interactive TV gaming: the provision of software and technology currently supporting fixed odds games. (iii) Mobile gaming: the provision of services on mobile devices, including fixed odds games, multiplayer games, sports betting services, scratch cards and exchange betting. (iv) Multiplayer blackjack tournaments: 24/7 availability of a variety of blackjack tournaments games based on a peer-to-peer technology allowing users to compete against each other and not against the "house". (v) Online gaming: the provision of fixed odds and casino games over the internet. 3 Our technology allows our customers to generate additional revenue from their existing infrastructure and user base by allowing a subscriber to switch from one platform, such as Interactive TV, mobile, internet or participating TV to another platform using a single account with the same account balance and user information. In addition, our technology allows mobile service providers, TV broadcasters and channels to provide additional content, as well as an increased variety of services, to their customers. We enter into license and/or revenue-sharing agreements with our customers under which the customers use our software and technology to offer games to their subscribers and pay us a fixed fee and/or a percentage of the net revenues generated from those games. On November 6, 2007, we and Two Way Media Ltd (the "Parties") have incorporated a new entity in Alderney bearing the name Two Way Gaming Limited ("TWG") to conduct all gaming activity undertaken by the Parties on interactive television, mobile telephony, participation television and the internet. Both companies are equal holders of the issued shares of TWG. On the same day the Parties together with winner.com (UK) Ltd ("Winner"), agreed to terminate the Interactive Fixed Odds Betting Services Agreement that was signed between them on February 22, 2005, and the Parties have agreed to grant to Winner an option to purchase directly from us part of our shareholding in TWG equivalent to 7.5% of the TWG's total shares subject to certain events. Winner is owned by our former Chief Executive Officer and current director, Mr. Shimon Citron. We devote substantially all of our efforts toward conducting research, development and marketing of our software. In the course of these activities, we have sustained operating losses and expect such losses to continue in the foreseeable future. To date, we have not generated sufficient revenues to achieve profitable operations or positive cash flow from operations. As of March 31, 2008, we had an accumulated deficit of $17,837,755. There is no assurance that profitable operations, if ever achieved, will be sustained on a continuing basis. During the three months ended March 31, 2008, we derived approximately 92% of our revenues from two major customers. Effective on May 1, 2008 our name was changed to Win Gaming Media, Inc. Our shares of common stock are currently traded on the OTC Bulletin Board under the trading symbol "ZFPI.OB". GOING CONCERN We have generated revenues since inception but they were not an adequate source of cash to fund future operations. Historically we have relied on private placement issuances of equity. It is likely that we will need to raise additional working capital to fund our ongoing operations and growth. The amount of our future capital requirements depends primarily on the rate at which we increase our revenues and correspondingly decrease our use of cash to fund operations. Cash used for operations will be affected by numerous known and unknown risks and uncertainties including, but not limited to, our ability to successfully market our products and services and the degree to which competitive products and services are introduced to the market. As long as our cash flow from operations remains insufficient to completely fund operations, we will continue depleting our financial resources and seeking additional capital through equity and/or debt financing. If we raise additional capital through the issuance of debt, this will result in increased interest expense. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our company held by existing stockholders will be reduced and those stockholders may experience significant dilution. In addition, new securities may contain rights, preferences or privileges that are senior to those of our common stock. There can be no assurance that acceptable financing to fund our ongoing operations can be obtained on suitable terms, if at all. If we are unable to obtain the financing necessary to support our operations, we may be unable to continue as a going concern. In that event, we may be forced to cease operations and our stockholders could lose their entire investment in our company. 4 RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2008 COMPARED TO THREE MONTHS ENDED MARCH 31, 2007 REVENUES AND COST OF REVENUES Total revenues for the three months ended March 31, 2008 increased by 107% to $511,488 from $246,915 for the three months ended March 31, 2007. The increase in revenues is mainly due to the service agreement with our affiliate company Two Way Gaming, our jointly held company with Two Way Media, offset by the termination of the agreement with Two Way Media and Winner.com (UK) Ltd and from services revenues that we had in 2007 due to our license agreement with Golden Palace Ltd for the license of our multiplayer tournaments blackjack which we didn't have in 2008. Cost of revenues for the three months ended March 31, 2008 increased by 366% to $433,427 from $92,923 for the three months ended March 31, 2007. The increase in the cost of revenues is attributable to costs related to our service agreement with Two Way Gaming, our jointly held company with Two Way Media. RESEARCH AND DEVELOPMENT Research and development expenses for the three months ended March 31, 2008 decreased by 96% to $32,611 from $739,037 for the three months ended March 31, 2007. The decrease is primarily attributable to the layoff of employees, decreased general and administrative expenses allocated to the research and development department as a result of lay off of employees, allocation of employees to the cost of service due to our service agreement with Two Way Gaming, and decreased stock based compensation due to headcount reduction. SALES AND MARKETING Sales and marketing expenses for the three months ended March 31, 2008 decreased by 81% to $19,261 from $102,146 for the three months ended March 31, 2007. The decrease in sales and marketing expenses is primarily attributable to the layoff of employees, decreased stock based compensation, decreased general and administrative expenses allocated to the marketing and sales department as a result of lay off of employees, and to a decrease of travel. GENERAL AND ADMINISTRATIVE General and administrative expenses for the three months ended March 31, 2008 decrease by 79% to $56,039 from $272,916 for the three months ended March 31, 2007. The decrease in sales and marketing expenses is primarily attributable to the layoff of employees, decreased stock based compensation, decreased general and administrative expenses allocated to the marketing and sales department as a result of lay off of employees, and to a decrease of travel expenses. NET LOSS Net loss continuing operations for the three months ended March 31, 2008 was $501,767 as compared to net loss of $884,553 for the three months ended March 31, 2007. Net loss per share for the three months ended March 31, 2008 was $0.016 as compared to $0.028 for the three months ended March 31, 2007. The net loss decreases for the three months ended March 31, 2008 are primarily attributable to a decrease in operating expenses due to the layoff of our employees and decreased stock based compensation. In the three months ended March 31 2008, we generated $460,478 equity losses from our affiliated Company TWG. The investee is recorded as a liability since we and TWM are guarantors in equal parts to the affiliated losses. Our weighted average number of shares of common stock used in computing basic and diluted net loss per share for the three months ended March 31, 2008 and 2007 was 32,319,031. 5 LIQUIDITY AND CAPITAL RESOURCES As of March 31, 2008, total current assets were $275,553 and total current liabilities were $592,471. On March 31, 2008, we had a working capital deficit of $316,918 and an accumulated deficit of $17,837,755. We finance our operations and plan to continue doing so with a combination of stock issuances and revenues from product sales. In addition, we recently incurred convertible debt as described further below to help finance our operations. We had working capital of $316,918 on March 31, 2008 compared with a working capital deficit of $221,418 on December 31, 2007. Cash and cash equivalents on March 31, 2008 were $14,960, a decrease of $132,086 from the $147,046 reported on December 31, 2007. The decrease in cash is primarily attributable to the net loss in the three months ended March 31, 2008. Operating activities used cash of $297,404 in the three months ended March 31, 2008. Cash used by operating activities in the three months ended March 31, 2008 results primarily from a net loss of $501,767, a $275,667 increase in accounts receivable, offset by a $50,827 of stock based compensation, $133,079 of depreciation, of which $83,333 is related to amortization of acquired technology, and the rest of which is related to computers and other equipment, and $460,478 equity losses of affiliated company. Investing activities provided cash of $65,000 in the three months ended March 31, 2008. Cash provided by investing activities in the three months ended March 31, 2008 results from the sale of computers and software equipment. Financing activities generated a cash amount of $101,289 during the three months ended March 31, 2008. Cash provided by financing activities for the three month period ended March 31, 2008 results primarily from the convertible loan received from shareholder. On March 10, 2008, our board of directors, or the Board, approved our entry into a convertible debt transaction with one of our directors, Mr. Shimon Citron. The transaction which was subject to shareholder approval at a special meeting in lieu of an annual meeting was approved on April 29, 2008, or the Meeting. The transaction was documented by a Convertible Loan Agreement, a Convertible Promissory Note, a Security Agreement and a Common Stock Purchase Warrant, all of which were dated as of March 6, 2008, and were collectively referred to as the "Loan Agreement Documents." On April 29, 2008, the transaction was approved by the holders of a majority of our common stock. Under the Loan Agreement Documents, Mr. Citron has provided us with a loan in the aggregate principal amount of $500,000, which is to be advanced to the Company in seven installments of different amounts commencing February 24, 2008 and ending July 9, 2008. As of the date hereof, payments in the aggregate amount of $276,000 have been transferred to the Company. In addition, under the Loan Agreement Documents: o We issued a Secured Promissory Note to Mr. Citron, which Note is convertible into shares of our common stock at a per-share conversion price equal to the average closing price of our common stock for the five trading days preceding the date on which the first monthly installment if advanced by Mr. Citron. The first advance occurred on February 24, 2008. The conversion price based on the foregoing formula is $0.0595 per share of common stock. The Note will accrue interest at a rate of 15% per annum. Payment of principal and interest by us will be payable in cash, or at the election of Mr. Citron in shares of Common Stock valued at $0.0595. The Note also contains customary events of default, including receivership or bankruptcy proceedings, judgments in access of $100,000, and certain trading and SEC suspensions. The Note matures on March 6, 2009. o We entered a Security Agreement to secure the performance by us of our obligations under the Loan Agreement Documents. We granted to Mr. Citron a first ranking priority security interest in substantially all of our assets. o We agreed to file within 60 days of conversion of the Note a registration statement with the SEC, and to use our best efforts to register for resale the shares issued to Mr. Citron under the Note and a Warrant granted to Mr. Citron. Under the Warrant agreement, Mr. Citron is entitled to purchase from us up to 8,403,361shares of common stock at a per share price of $0.0595. This warrant may be exercised until 5 years from the issuance date. Mr. Citron will have the option for one year from the effective date of such registration statement to purchase up to an additional $500,000 worth of Common Stock and Warrants at a price of $0.0595 per share. 6 OUTLOOK We believe that our future success will depend upon our ability to enhance our existing products and solutions and introduce new commercially viable products and solutions addressing the demands of the evolving markets. As part of the product development process, we work closely with current and potential customers, distribution channels and leaders in our industry to identify market needs and define appropriate product specifications. Our current anticipated levels of revenue and cash flow are subject to many uncertainties and cannot be assured. In order to have sufficient cash to meet our anticipated requirements for the next twelve months, we may be dependent upon our ability to obtain additional financing. The inability to generate sufficient cash from operations or to obtain the required additional funds could require us to curtail operations. There can be no assurance that acceptable financing to fund our ongoing operations can be obtained on suitable terms, if at all. If we are unable to obtain the financing necessary to support our operations, we may be unable to continue as a going concern. In that event, we may be forced to cease operations and our stockholders could lose their entire investment in our company. ITEM 4T. CONTROLS AND PROCEDURES. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES - We maintain a system of disclosure controls and procedures that are designed for the purposes of ensuring that information required to be disclosed in our Securities and Exchange Commission ("SEC") reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Principal Financial Officer ("CEO") as appropriate to allow timely decisions regarding required disclosures. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our CEO, of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended. Based on that evaluation and the material weakness described below, management concluded that the Company did not maintain effective internal controls regarding the design and operation of our disclosure controls and procedures as of March 31, 2008. Management has identified control deficiencies regarding: 1) lack of segregation of duties; 2) qualification and training of employees and, 3) the need for stronger internal control environment. Management of the Company believes that these deficiencies which in the aggregate constitute a material weakness, are due to the small size of the Company's staff, exacerbated by the resignations of the Company's CEO and Chief Financial Officer in 2007. Management took action to replace these positions; however, the small size of the Company may continue to make it challenging to maintain adequate controls in the future, such as segregation of duties, due to the potential costs of such remediation. The ineffectiveness of disclosure controls and procedures as of March 31, 2008 stemmed in large part from several significant changes of the Company's executive officers, discontinued operations and personnel cutback. Although we believe the time to adapt during this fiscal year will help position us to provide improved disclosure controls and procedures into the future, in the interim, these changes caused control deficiencies, which in the aggregate resulted in a material weakness. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING - There has been no change in our internal control over financial reporting during the first quarter of 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 7 PART II - OTHER INFORMATION ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS As described further under the caption Liquidity and Capital Resources under Item 2 of Part I of this Quarterly Report on Form 10-Q, under the agreement and note entered with Shimon Citron, he will be able convert all or any portion of the then aggregated outstanding principal amount of the note, together with interest, at a rate of $0.0595 per share of our common stock. As of the date hereof, payments in the aggregate amount of $276,000 have been advanced by Mr. Shimon to us under the said note, and therefore currently Mr. Shimon is entitled to purchase 4,638,655 shares of our common stock upon conversion of the note. These sales were deemed to be exempt under Regulation S, Regulation D, and/or Section 4(2) of the Securities Act. ITEM 6. EXHIBITS. 3.1 Composite copy of the registrant's Articles of Incorporation as amended on May 1, 2008. 10.1 Convertible Loan Agreement dated as of March 6, 2008 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2008) 10.2 Convertible Promissory Note dated as of March 6, 2008(incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2008) 10.3 Security Agreement dated as of March 6, 2008(incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2008) 10.4 Common Stock Purchase Warrant dated as of March 6, 2008(incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2008). 31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934. 31.2 Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934. 32.1 Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. 1350, 8 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized WIN GAMING MEDIA, INC. Dated: May 28, 2008 By: /s/ Steve Baker ------------------- Steve Baker Chief Executive Officer 9 EX-3.1 2 exhibit_3-1.txt EXHIBIT 3.1
----------------------------------------------- [SEAL] ROSS MILLER Filed in the office of Document Number Secretary of State /s/ Ross Miller 20080304385-63 204 North Carson Street, Sto 1 Ross Miller -------------------- Carson City, Nevada 89701-4298 Secretary of State Filing Date and Time (775) 684 5708 State of Nevada 05/01/2008 10:00 AM Website: secretaryofstate.biz -------------------- Entity Number C10208-2002 -----------------------------------------------
- ----------------------------------------- CERTIFICATE OF AMENDMENT (PURSUANT TO NRS 78.385 AND 78.390 - ----------------------------------------- USE BLACK INK ONLY. DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION FOR NEVADA PROFIT CORPORATIONS (PURSUANT TO NRS 78.385 AND 78.390 - AFTER ISSUANCE OF STOCK) 1. Name of corporation: - -------------------------------------------------------------------------------- Zone 4 Play, Inc. - -------------------------------------------------------------------------------- 2. The articles have been amended as follows (provide article numbers, if available): - -------------------------------------------------------------------------------- ARTICLE 1 NAME AND PURPOSE The name of the Corporation, hereinafter called the "Corporation" is: "Win Gaming Media, Inc." - -------------------------------------------------------------------------------- 3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the* articles of incorporation have voted in favor of the amendment is: 21,261,223 shares (65.8%) 4. Effective date of filing (optional): upon filing --------------------------------------- 5. Officer Signature (Required): /s/ Steve Baker --------------------------------------- [X] Steve Baker, President & CEO *If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote. In addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof. IMPORTANT: Faliure to include any of the above information and submit the proper fees may cause this filing to be rejected. Certificate of Amendment CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION FOR NEVADA PROFIT CORPORATIONS (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Name of Corporation: Old Goat Enterprises, Inc. 2. The articles have been amended as follows: ARTICLE I NAME AND PURPOSE The name of the Corporation, hereinafter called the "Corporation" is: "Zone 4 Play, Inc." 3. The vote by which the stockholders holding shares in the Corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 33,270,000 of 35,500,000 issued and outstanding (93.7%). 4. Effective date of filing (optional): Upon Filing 5. Officer Signature (required): /s/ Shimon Citron ------------------ Shimon Citron, its CEO and President Filed February __, 2004 In the Office of Dean Heller Secretary of State Articles of Incorporation (PURSUANT TO NRS 78) Name of Corporation: Old Goat Enterprises, Inc. Resident Agency Name CSC Services of Nevada, Inc. And Street Address: 502 East John Street Carson City, Nevada 89705 Shares: Number of Shares 75,000,000 Par value .001 Name, Addresses, Number of Dennis Cox Board of Directors/Trustee: 4525 Neville Street Burnaby, BC Canada VSJ2G8 Names, Addresses and Signatures CSC Services of Nevada, Inc. Of incorporations: 52 East John Street Carson City, NV 89706 /s/ CSC Services of Nevada Certificate of Acceptance of I, CSC Services of Nevada, Inc. hereby appointment as Appointment of Resident Agent: Resident Agent for the above named corporation. /s/ CSC Services of Nevada Date: 4/22/2002 EX-31.1 3 exhibit_31-1.txt EXHIBIT 31.1 CERTIFICATION I, Steve Baker, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Win Gaming Media, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 28, 2008 /s/ Steve Baker - --------------- Steve Baker Chief Executive Officer EX-31.2 4 exhibit_31-2.txt EXHIBIT 31.2 CERTIFICATION I, Steve Baker, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Win Gaming Media, Inc; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 28, 2008 /s/ Steve Baker - --------------- Steve Baker Principal Financial Officer EX-32.1 5 exhibit_32-1.txt EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report (the "Report") of Win Gaming Media, Inc. (the "Company") on Form 10-Q for the quarter ended March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof, I, Steve Baker, Chief Executive Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: May 28, 2008 By: /s/ Steve Baker ------------------- Steve Baker Chief Executive Officer and Principal Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----