UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~December 28, 2012

INDIEPUB ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34796	71-1033391

(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)

11258 Cornell Park Drive, Suite 608

Blue Ash, OH 45242

(Address of principal executive

offices including zip code)

(513) 718-2494

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~o Soliciting~~Item ~~material~~3.02. ~~pursuant~~Unregistered toSales ~~Rule~~of ~~14a-12~~Equity ~~under the Exchange Act (17 CFR 240~~Securities.~~14a-12)~~

~~o Pre-commencement~~The ~~communications~~restricted ~~pursuant~~shares of the common stock of indiePub Entertainment, Inc. (“indiePub” or the “Company”) awarded to ~~Rule~~each ~~14d-2~~of Ray Schaaf and Mark Seremet on January 4, 2013 (bthe “Effective Date”) as described in Item 5.02 below were issued in a private offering pursuant to the exemption provided under Section 4(2) of the ~~Exchange~~Securities Act ~~(17~~of ~~CFR~~1933, ~~240~~as amended.~~14d-2(b))~~

~~o Pre-commencement~~Item ~~communications~~5.02. ~~pursuant~~Departure toof ~~Rule~~Directors ~~13e-4(c)~~or ~~under~~Certain ~~the~~Officers; ~~Exchange~~Election ~~Act~~of ~~(17~~Directors; ~~CFR~~Appointment ~~240~~of Certain Officers; Compensatory Arrangements of Certain Officers.~~13e-4(c))~~

~~Item~~Effective 1as of the Effective Date, the Board of Directors (the “Board”) of the Company appointed Ray Schaaf as President and Chief Executive Officer of the Company and transitioned Mark Seremet to the position of Chief Strategy Officer of the Company.01 Effective ~~Entry~~December ~~Into~~28, 2012, Mr. Schaaf became a ~~Definitive~~member ~~Material~~of ~~Agreement~~the Company’s Board of Directors.

~~Effective~~Schaaf November 28, 2012, indiePub Entertainment, Inc. (formerly Zoo Entertainment, Inc.), a Delaware corporation (“indiePub Entertainment” or the “Company”), Zoo Games, Inc., a Delaware corporation (“Zoo Games”), Zoo Publishing, Inc., a New Jersey corporation (“Zoo Publishing”), and indiePub, Inc., a Delaware corporation (“indiePub,” and, together with the Company, Zoo Games and Zoo Publishing, the “Borrowers”), and MMB Holdings LLC, a Delaware limited liability company ( “MMB”), entered into the Third Amendment to Loan and Security Agreement (the “Third Amendment”), pursuant to which the parties agreed to amend that certain Loan and Security Agreement dated as of March 9, 2012, by and between the Borrowers and MMB (as previously amended, the “LSA”).

~~Pursuant~~Mr. toSchaaf, ~~the~~age ~~Third~~51, ~~Amendment~~has over 25 years of digital media experience, ~~MMB~~ ~~agreed~~including togames, ~~provide~~content, upecommerce, and mobile industries. Prior to ~~$850~~joining the Company as a consultant in August 2011,~~000~~ from 2009 Mr.00 inSchaaf ~~additional~~served ~~funding~~as President of Neumedia, Inc. (~~the~~f/k/a ~~“Additional~~Mandalay ~~Funding”~~Media, Inc.) and also served on that company’s Board. From 2007 to ~~the~~2009, ~~Borrowers~~Mr. ~~under~~Schaaf ~~the~~served ~~LSA~~as President and Chief Executive Officer of Arcadia Entertainment, Inc. ~~The~~ ~~Additional~~From ~~Funding~~2005 ~~shall~~to ~~bear~~2007, ~~interest~~Mr. atSchaaf ~~the~~was ~~lesser~~Chief Operating Officer of Navio, a ~~rate~~digital ofcontent, ~~10%~~ecommerce, ~~per~~and ~~annum~~promotions orsolution ~~18%~~provider ~~per~~to ~~annum~~Fox ~~upon~~Interactive ~~the~~Media, ~~ocurrence~~Shockwave, ofDisney, anSony ~~event~~BMG, ofEMI, ~~default~~and MasterCard. Mr. Schaaf previously held executive positions at Glu Mobile, orIntershop ~~the~~Communications ~~maximum~~AG, ~~rate~~Veritas ~~permitted~~Software, byNeXT ~~law~~Computers and Ziff Davis.

InThe ~~connection~~Company ~~with~~and ~~the~~Mr. Schaaf ~~Third~~have ~~Amendment,~~entered ~~the~~into ~~Company~~an ~~cancelled warrants~~Employment toAgreement ~~purchase~~(the an“Schaaf ~~additional~~Agreement”) ~~14,952,775~~pursuant ~~shares~~to ofwhich ~~indiePub~~Mr. Schaaf ~~Entertainment~~will ~~common~~be ~~stock~~paid ~~(“indiePub~~a ~~Shares”)~~base atsalary of $~~0.40~~300,000 per ~~share~~year. For 2012 and ~~reduced~~in ~~the~~subsequent ~~price~~years, atMr. Schaaf ~~which~~will ~~MMB~~be ~~may~~eligible ~~convert~~to ~~all~~receive or a ~~portion~~year-end annual cash bonus. The amount of the ~~loan~~bonus ~~balance~~will ~~into~~be ~~indiePub~~up ~~Shares~~to ~~from~~a $0maximum of 100% of his base salary.40 Mr. ~~per~~Schaaf ~~share~~is entitled to a minimum of $075,000 for his bonus for 2012.15 On ~~per~~the ~~share~~Effective Date, Mr. Schaaf received a grant of 1,375,000 restricted shares of the Company’s common stock.

~~MMB~~Pursuant to the terms of the Schaaf Agreement, athere ~~limited~~is ~~liability~~no ~~company~~required ~~organized~~minimum period of employment and either the Company or Mr. Schaaf may terminate his employment under the ~~laws~~Schaaf ofAgreement ~~Delaware,~~at isany ~~owned~~time byfor ~~David~~any Ereason or no reason. ~~Smith~~If Mr. Schaaf voluntarily terminates the Schaaf Agreement, ahe ~~former~~is ~~director~~obligated ofto give the Company, ~~Jay~~at A.least ~~Wolf,~~30 ~~Executive~~days’ ~~Chairman~~prior ofwritten notice. If the ~~Board~~Company ofvoluntarily ~~Directors~~terminates ofthe Schaaf Agreement, the Company, ~~and~~is ~~certain~~obligated ~~other~~to ~~parties.~~ give Mr. Schaaf ~~Smith~~at isleast 30 days’ prior written notice. In the ~~managing~~event ~~member~~that the Company terminates the employment of ~~Mojobear~~Mr. Schaaf ~~Capital~~Without ~~LLC,~~Cause ~~which~~or if he terminates his employment for Good Reason, each as defined in ~~turn~~the Schaaf Agreement, Mr. Schaaf is entitled to a severance payment equal to eighteen months of his then base salary plus a pro-rata portion of the ~~managing~~target ~~member~~bonus through the date of ~~MMB~~termination. If such termination occurs during a change of control period, Mr. Schaaf is entitled to a severance payment equal to up to eighteen months of his then base salary plus his target bonus for the severance period. Mr. Schaaf will be indemnified by the Company and covered by its directors’ and officers’ liability insurance policy.

~~The~~Seremet foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to such instrument, a copy of which the Company intends to file with its next periodic report.Agreement

~~Item~~Mr. 2Seremet, age 47, has been the Company’s Chief Executive Officer and President since May 2009, and has served as a director since September 2008.03 ~~Creation~~He has been Chief Executive Officer of Zoo Games, Inc. a ~~Direct~~Subsidiary ~~Financial~~of ~~Obligation~~the orCompany, ansince ~~Obligation~~January ~~under~~2009 anand ~~Off-Balance~~has ~~Sheet~~served ~~Arrangement~~as President of athat ~~Registrant~~company since April 2007.

The ~~information~~Company ~~provided~~and inMr. Seremet ~~Item~~have 1entered into an Employment Agreement (the “Seremet Agreement” and, collectively with the Schaaf Agreement, the “Agreements”) pursuant to which Mr.01 Seremet will be paid a base salary of ~~this~~$285,000 ~~Current~~per ~~Report~~year. For on2012 ~~Form~~and 8in subsequent years, Mr. Seremet will be eligible to receive a year-Kend isannual ~~incorporated~~cash bybonus. The ~~reference~~amount ~~into~~of ~~this~~the ~~Item~~bonus 2will be up to a maximum of 100% of his base salary.03 On the Effective Date, Mr. Seremet received a grant of 550,000 restricted shares of the Company’s common stock.

Pursuant to the terms of the Seremet Agreement, there is no required minimum period of employment and either the Company or Mr. Seremet may terminate his employment under the Seremet Agreement at any time for any reason or no reason. If Mr. Seremet voluntarily terminates the Seremet Agreement, he is obligated to give the Company at least 30 days’ prior written notice. If the Company voluntarily terminates the Seremet Agreement, the Company is obligated to give Mr. Seremet at least 30 days’ prior written notice. In the event that the Company terminates the employment of Mr. Seremet Without Cause or if he terminates his employment for Good Reason, each as defined in the Seremet Agreement, Mr. Seremet is entitled to a severance payment equal to six months of his then base salary plus a pro-rata portion of the target bonus through the date of termination. If such termination occurs during a change of control period, Mr. Seremet is entitled to a severance payment equal to up to twelve months of his then base salary plus his target bonus for the severance period. Mr. Seremet will be indemnified by the Company and covered by its directors’ and officers’ liability insurance policy.

The foregoing descriptions of the Agreements do not purport to be complete and are qualified in their entirety by reference to the respective Agreements, which are filed as Exhibits 10.1 and 10.2, respectively, to this Form 8-K and incorporated into this Item 5.02 by reference. Please see the Agreements attached as exhibits to this Form 8-K for further information.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


	No.		Description

	10.1		Employment Agreement between indiePub Entertainment and Ray Schaaf

	10.2		Employment Agreement between indiePub Entertainment and Mark Seremet

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	indiePub Entertainment, Inc.
Date: December 4, 2012	By:	/s/ Mark Seremet
Date: January 4, 2013	By:	/s/ Ray Schaaf
		Mark Seremet President and Chief Executive Officer
		Ray Schaaf
		President and Chief Executive Officer

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