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