WASHINGTON, D.C. 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

                        Commission File Number: 333-91356

|_| Form 10-KSB      |_| Form 11-K       |_| Form 20-F      |X| Form 10-Q
|_| Form N-SAR       |_| Form N-CSR

      For Period Ended: March 31, 2004

|_| Transition Report on Form 10-K    |_| Transition Report on Form 10-Q
|_| Transition Report on Form 20-F    |_| Transition Report on Form N-SAR
|_| Transition Report on Form 11-K

      For the Transition Period Ended:


      If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:


                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant                   Zone 4 Play, Inc.
Former name if applicable
Address of principal executive office     103 Foulk Road
City, state and zip code                  Wilmington, Delaware 19803

                                    PART II
                            RULE 12B-25 (B) AND (C)

      If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)

    |    (a)  The reasons described in reasonable detail in Part III of this
    |         form could not be eliminated without unreasonable effort or
    |         expense;
    |    (b)  The subject annual report, semi-annual report, transition
    |         report on Forms 10-K, 10-KSB, 20-F, 11-K, or Form N-SAR, or
|X| |         portion thereof will be filed on or before the 15th calendar day
    |         following the prescribed due date; or the subject quarterly report
    |         or transition report on Form 10-Q, 10-QSB, or portion thereof will
    |         be filed on or before the fifth calendar day following the
    |         prescribed due date; and
    |    (c)  The accountant's statement or other exhibit required by Rule
    |         12b-25(c) has been attached if applicable.

                                    PART III

      State below in reasonable detail the reasons why Form 10-KSB, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period.

      The compilation, dissemination and review of the information required to
be presented in the Form 10-QSB for the relevant period has imposed time
constraints that have rendered timely filing of the Form 10-QSB impracticable
without undue hardship and expense to the registrant. The registrant undertakes
the responsibility to file such annual report no later than five days after its
original prescribed due date.

                                     PART IV
                                OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this

       Uri Levy               (011)                 97235376989
        (Name)             (Area Code)           (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).

                              |X|  Yes    |_|  No

(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                              |X|  Yes    |_|  No

If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

The Company's revenues for the three months ended March 31, 2004 increased by
22% to $295,280 from $242,728 for the three months ended March 31, 2003. Total
operating expenses incurred for the three months ended March 31, 2004
approximated $236,680, as compared to $114,797 for the three months ended March
31, 2003. The increase in operating expenses of 106% was primarily attributable
to an increase in employee recruiting during 2003 and an increase in sales and
marketing expenses.

                               Zone 4 Play, Inc.
                  Name of Registrant as Specified in Charter.

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Dated: May 18, 2004                         /s/ Uri Levy
                                            By: Uri Levy
                                            Chief Financial Officer