UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934


                                Zone 4 Play Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)


                     Common Stock, par value $.001 per share
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                   989759 10 5
--------------------------------------------------------------------------------
                                 (CUSIP Number)


                  Shimon Citron, 4 ovadia St. Ramat Gan, Israel
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
                                 Communications)


                                February 1, 2004
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule because of section  240.13d-1(e),  240.13d-1(f) or 240.13d-1(g),  check
the following box [ ].

Note:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule,  including all exhibits. See section 240.13d-7 for other
parties to whom copies are to be sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).




                                                                          Page 2

                                  SCHEDULE 13D

--------------------------
CUSIP No.  989759 10 5
--------------------------
--------- ----------------------------------------------------------------------
1         NAMES OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

          Shimon Citron
--------- ----------------------------------------------------------------------
2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

               (a)  [ ]
               (b)  [ ]
--------- ----------------------------------------------------------------------
3         SEC USE ONLY

--------- ----------------------------------------------------------------------
4         SOURCE OF FUNDS (See Instructions)

          PF
--------- ----------------------------------------------------------------------
5         CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
          ITEMS 2(D) OR 2(E)

          [ ]
--------- ----------------------------------------------------------------------
6         CITIZENSHIP OR PLACE OF ORGANIZATION

          Israel
--------- ----------------------------------------------------------------------
                     7      SOLE VOTING POWER

      NUMBER OF             3,258,771 (1)
       SHARES        ------ ----------------------------------------------------
    BENEFICIALLY     8      SHARED VOTING POWER
      OWNED BY
        EACH                0
     REPORTING       ------ ----------------------------------------------------
       PERSON        9      SOLE DISPOSITIVE POWER
        WITH
                            3,258,771 common shares (1)
                     ------ ----------------------------------------------------
                     10     SHARED DISPOSITIVE POWER

                            0
----------------- ------ -------------------------------------------------------
11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          3,258,771 (1)
--------- ----------------------------------------------------------------------
12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
          (See Instructions)
                                                                           [ ]
--------- ----------------------------------------------------------------------
13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          18.13% (based on 17,976,190 shares of Common Stock issued and
          outstanding)
--------- ----------------------------------------------------------------------
14        TYPE OF REPORTING PERSON (See Instructions)

          IN
--------- ----------------------------------------------------------------------

(1) Includes 494,449 shares held by Yariv Citron, son of Shimon Citron.



                                                                          Page 3

Item 1.  Security and Issuer

The title and class of equity  securities  to which this Schedule 13D relates is
Common Stock,  par value $.001 per share (the "Common  Stock"),  of Zone 4 Play,
Inc.,  a  Nevada  corporation  (the  "Issuer").  The  address  of the  principal
executive  offices of the Issuer is 103 Foulk Road,  Suite 202,  Wilmington,  DE
19803.

Item 2. Identity and Background

(a)  This  statement is being filed by Shimon Citron (the  "Reporting  Person"),
     individually.

(b)  The residence  address of the  Reporting  person is 4 Ovadia St. Ramat Gan,
     Israel.

(c)  The Reporting  Person's  present  principal  occupation is Chief  Executive
     Officer of the Issuer.

(d)  The Reporting Person has not, during the last five years, been convicted in
     a criminal proceeding or been a party to any civil proceeding of a judicial
     or  administrative  body of competent  jurisdiction as a result of which it
     was or is subject to a  judgment,  decree or final order  enjoining  future
     violations of, or prohibiting or mandating  activities  subject to, federal
     or state  securities  laws or finding of any violation with respect to such
     laws.

(e)  The Reporting Person is an Israeli citizen.

Item 3. Source and Amount of Funds or Other Considerations

Mr. Shimon Citron  acquired  3,258,771  shares of Common Stock of the Issuer (1)
through a private share purchase transaction and used personal funds to purchase
such shares.

Item 4. Purpose of Transaction

Mr. Shimon Citron entered into the above-mentioned transaction to acquire shares
of the Issuer's Common Stock for investment purposes.

Mr. Shimon Citron has no definitive  plan,  arrangement or understanding to seek
to cause the Issuer to be merged, reorganized or liquidated, to sell or transfer
any assets of the  Issuer,  to cause the Issuer to change its  current  board of
directors or  management,  to cause any material  change to its  capitalization,
dividend policy,  business,  corporate structure,  charter or bylaws or to cause
the Common Stock to become eligible for termination of registration  pursuant to
Section 12(g)(4) of the Exchange Act.

Item 5. Interest in Securities of the Issuer

Currently,  Mr. Shimon Citron beneficially owns an aggregate of 3,258,771 shares
of Common Stock of the Issuer  (18.13%) and has the sole power to vote or direct
the vote, and to dispose or direct the disposition of such shares. (1)

Except  as set  out  above,  Mr.  Shimon  Citron  has  not  effected  any  other
transaction in the Common Stock of the Issuer in the past sixty days.



(1) Includes 494,449 shares held by Yariv Citron, son of Shimon Citron.






                                                                          Page 4


Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer

Mr. Shimon Citron  entered into a Stock  Purchase  Agreement,  dated December 1,
2003,  with  Old  Goat,  Inc,  in  connection  with the  purchase  of a total of
3,258,771 shares of Common Stock of the Issuer.(1)

Item 7. Material to Be Filed as Exhibits

Exhibit 99.1 Stock Purchase  Agreement dated December 1, 2003 between Zone4play,
Inc. and Old Goat Enterprises, Inc.



                                    SIGNATURE

After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated: March 11, 2004


/s/ Shimon Citron
-----------------------
Shimon Citron



(1) Includes 494,449 shares held by Yariv Citron, son of Shimon Citron.