Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(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, 2014
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 000-55023
ZLATO INC.
(Exact name of registrant as specified in its charter)
Nevada 46-3883208
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
Mlynska 28, 040 01 Kosice, Slovak Republic
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 646-875-5747
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 has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Number of shares outstanding of the registrant's class of common stock as
January 20, 2015: 6,000,000
Authorized share capital of the registrant: 75,000,000 common shares, par value
of $0.001
The Company recorded $nil sales revenue for the quarter ended December 31, 2014.
FORWARD-LOOKING STATEMENTS
THIS QUARTERLY REPORT ON FORM 10-Q 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-Q, READERS ARE URGED TO READ CAREFULLY ALL CAUTIONARY
STATEMENTS - INCLUDING THOSE CONTAINED IN OTHER SECTIONS OF THIS QUARTERLY
REPORT ON FORM 10-Q. 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.
We caution readers not to place undue reliance on any such forward-looking
statements, which speak only as of the date made. We disclaim any obligation
subsequently to revise any forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Page Number
-----------
Balance Sheets ................................................ 3
Statements of Operations ...................................... 4
Statements of Stockholders' Deficit ........................... 5
Statements of Cash Flows ...................................... 6
Notes to the Financial Statements ............................. 7
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ZLATO INC.
(A Development Stage Company)
BALANCE SHEETS
December 31, March 31,
2014 2014
-------- --------
(unaudited)
ASSETS
Current assets
Cash and bank accounts $ -- $ 13,598
Prepaid office rent 126 --
-------- --------
Total current assets 126 13,598
-------- --------
Total assets $ 126 $ 13,598
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable $ 4,034 $ 100
Due to director 1,500 --
-------- --------
Total current liabilities 5,534 100
-------- --------
Stockholders' equity (Note 4,5)
Authorized:
75,000,000 common shares
Par value $0.001
Issued and outstanding:
6,000,000 common shares 6,000 6,000
Additional paid-in capital 59,000 59,000
Deficit accumulated during the development stage (70,408) (51,502)
-------- --------
Total stockholders' (deficit) equity (5,408) 13,498
-------- --------
Total liabilities and stockholders' deficit $ 126 $ 13,598
======== ========
The accompanying notes are an integral part of these financial statements.
3
ZLATO INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(unaudited)
Date of
Three Months Three Months Nine Months Nine Months Incorporation on
Ended Ended Ended Ended February 25, 2013 to
December 31, December 31, December 31, December 31, December 31,
2014 2013 2014 2013 2014
---------- ---------- ---------- ---------- ----------
REVENUE $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ----------
OPERATING EXPENSES
General & administrative 1,105 6,338 3,356 8,158 13,660
Organization -- -- -- -- 555
Professional fees 2,250 10,034 15,550 17,784 56,193
---------- ---------- ---------- ---------- ----------
Loss before income taxes (3,355) (16,372) (18,906) (25,942) (70,408)
Provision for income taxes -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Net loss $ (3,355) $ (16,372) $ (18,906) $ (25,942) $ (70,408)
========== ========== ========== ========== ==========
Basic and diluted loss per
Common share (1)
========== ========== ========== ==========
Weighted average number of
common shares outstanding
(Note 5) 6,000,000 5,817,391 6,000,000 5,275,054
========== ========== ========== ==========
----------
(1) less than $0.01
The accompanying notes are an integral part of these financial statements.
4
ZLATO INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' DEFICIT
(unaudited)
Deficit
Accumulated
Common Stock Additional During the Total
------------------- Paid in Development Stockholders'
Shares Amount Capital Stage Deficit
------ ------ ------- ----- -------
Inception, February 25, 2013 -- $ -- $ -- $ -- $ --
Initial capitalization, sale of
common stock to Director on
February 25, 2013 5,000,000 5,000 10,000 -- 15,000
Net loss for the period -- -- -- (555) (555)
--------- ------- -------- -------- -------
Balance March 31, 2013 5,000,000 5,000 10,000 (555) 14,445
Common stock issued for cash 1,000,000 1,000 49,000 -- 50,000
Net loss for the period -- -- -- (50,947) (50,947)
--------- ------- -------- -------- -------
Balance March 31, 2014 6,000,000 6,000 59,000 (51,502) 13,498
Net loss for the period -- -- -- (18,906) (18,906)
--------- ------- -------- -------- -------
Balance December 31, 2014 6,000,000 $ 6,000 $ 59,000 $(70,408) $(5,408)
========= ======= ======== ======== =======
The accompanying notes are an integral part of these financial statements.
5
ZLATO INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(unaudited)
Date of
Nine Months Nine Months Incorporation on
Ended Ended February 25, 2013 to
December 31, December 31, December 31,
2014 2013 2014
-------- -------- --------
OPERATING ACTIVITIES
Net loss for the period $(18,906) $(25,942) $(70,408)
Changes in operating assets and liabilities:
Prepaid office rent (126) (118) (126)
Accounts payable 3,934 -- 4,034
-------- -------- --------
Net cash used for operating activities (15,098) (26,060) (66,500)
-------- -------- --------
FINANCING ACTIVITIES
Due to director 1,500 -- 1,500
Proceeds from issuance of common stock -- 50,000 65,000
-------- -------- --------
Net cash provided by financing activities 1,500 50,000 66,500
-------- -------- --------
Decrease (increase) in cash during the period (13,598) 23,940 --
Cash, beginning of the period 13,598 14,445 --
-------- -------- --------
Cash, end of the period $ -- $ 38,385 $ --
======== ======== ========
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.
6
ZLATO INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2014
(unaudited)
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
The Company was originally incorporated under the laws of the state of Nevada on
February 25, 2013. The Company is devoting substantially all of its present
efforts to establish a new business. It is considered a development stage
company, and has had no revenues from operations to date.
Initial operations have included organization and capital formation. Management
is planning to develop and then market electronic medical record software for
small to medium sized physician offices and clinics.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING BASIS
The accounting and reporting policies of the Company conform to U.S. generally
accepted accounting principles applicable to development stage enterprises. In
the opinion of management, all adjustments considered necessary for fair
presentation have been included in the financial statements. All losses
accumulated since inception has been considered as part of the Company's
development stage activities.
DEVELOPMENT STAGE COMPANY
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles related to development-stage companies.
A development-stage company is one in which planned principal operations have
not commenced or if its operations have commenced, there has been no significant
revenues there from.
BASIS OF PRESENTATION
The financial statements of the Company have been prepared using the accrual
basis of accounting in accordance with generally accepted accounting principles
in the United States of America and are presented in U.S. dollars. The Company
has adopted a March 31 fiscal year end.
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ZLATO INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2014
(unaudited)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
EARNINGS PER SHARE
The basic earnings (loss) per share is calculated by dividing the Company's net
income available to common shareholders by the weighted average number of common
shares during the year. The diluted earnings (loss) per share is calculated by
dividing the Company's net income (loss) available to common shareholders by the
diluted weighted average number of shares outstanding during the year. The
diluted weighted average number of shares outstanding is the basic weighted
number of shares adjusted as of the first of the year for any potentially
dilutive debt or equity. The Company has not issued any options or warrants or
similar securities since inception.
DIVIDENDS
The Company has not yet adopted any policy regarding payment of dividends. No
dividends have been paid during the periods shown.
CASH
The Company's cash consists of funds deposited with its lawyer into the law
firm's trust account.
FOREIGN CURRENCY TRANSLATION
The Company has adopted the US dollar as its functional and reporting currency
because most of its transactions are denominated in US currency.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company estimates the fair value of financial instruments using the
available market information and valuation methods. Considerable judgment is
required in estimating fair value. Accordingly, the estimates of fair value may
not be indicative of the amounts the Company could realize in a current market
exchange.
INCOME TAXES
A deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting and net operating loss carryforwards.
Deferred tax expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion, or all of the deferred
tax assets, will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
8
ZLATO INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2014
(unaudited)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
REVENUE RECOGNITION
The Company will recognize revenue when products are fully delivered or services
have been provided and collection is reasonably assured.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.
NOTE 3. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates, among other
things, the realization of assets and satisfaction of liabilities in the normal
course of business. The Company has net losses from the date of incorporation on
February 25, 2013 to December 31, 2014 of $70,408. The Company intends to fund
its expenditures through equity financing arrangements, which may be
insufficient to fund its proposed development expenditures, working capital and
other cash requirements through the next fiscal year ending March 31, 2015. The
ability of the Company to emerge from the development stage and continue as a
going concern is dependent upon the Company's successful efforts to raise
sufficient capital for its business plans and then attaining profitable
operations. In response to these issues, management has planned the following
actions:
- The Company is attempting to raise additional equity funds through
private placement to commercialize its product and maintain its
existence.
- Management is currently formulating plans to develop and sell
electronic medical records software to generate future revenues. There
can be no assurances, however, that management's expectations of
future revenues will be realized.
9
ZLATO INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2014
(unaudited)
NOTE 3. GOING CONCERN (CONTINUED)
Over the next 12 months, management estimates the minimum amount of additional
funding necessary to enable the Company to remain viable is a minimum of $15,000
and approximately $200,000 to fully carry out its intended business plan. These
factors, among others, raise substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
NOTE 4. STOCKHOLDERS' EQUITY
AUTHORIZED
The Company is authorized to issue 75,000,000 shares of $0.001 par value common
stock. All common stock shares have equal voting rights, are non-assessable and
have one vote per share. Voting rights are not cumulative and, therefore, the
holders of more than 50% of the common stock could, if they choose to do so,
elect all of the directors of the Company.
ISSUED AND OUTSTANDING
On February 25, 2013 (inception), the Company issued 5,000,000 shares of its
common shares to its President, Secretary Treasurer and Director for cash of
$.003 per share or$15,000 in aggregate. See Note 5. On September 30 and October
31, 2013 the Company accepted subscriptions under its registered offering for
1,000,000 shares of common stock for cash of $0.05 per share or aggregate
proceeds of $50,000.
NOTE 5. RELATED PARTY TRANSACTIONS
The Company's officer and director is involved in other business activities and
may, in the future, become involved in other business opportunities. If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business interests.
The Company has not formulated a policy for the resolution of such conflicts.
On February 25, 2013, the Company issued 5,000,000 shares of its common stock to
its President, Secretary Treasurer and Director for cash of $15,000. See Note 4.
The Company's sole officer and director provided the Company a loan of $1,500
for working capital purposes. The loan bears no interest and has no repayment
terms. She has indicated that she will not seek repayment until the Company has
sufficient funds to do so.
10
ZLATO INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2014
(unaudited)
NOTE 6. INCOME TAXES
Net deferred tax assets are $0. Realization of deferred tax assets is dependent
upon sufficient future taxable income during the period that deductible
temporary differences and carry-forwards are expected to be available to reduce
taxable income. As the achievement of required future taxable income is
uncertain, the Company recorded a 100% valuation allowance. Management believes
it is likely that any deferred tax assets will not be realized.
As of March 31, 2014, the Company had a net operating loss carry forward of
approximately $51,502, of which $555 will expire by March 31, 2033 and $50,947
will expire by March 31, 2034.
NOTE 7. SUBSEQUENT EVENTS
We have evaluated subsequent events through to the date of issuance of the
financial statements, and did not have any material recognizable subsequent
events after December 31, 2014
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following information should be read in conjunction with our financial
statements and related notes appearing elsewhere in this Form 10-Q, together
with the more detailed business information and the March 31, 2014 audited
financial statements included in the Company's Annual Report on Form 10K (File
No. 000-55023), as filed with the SEC on June 2, 2014. It also includes our
detailed expenditures and milestones for our plan of operations described
herein. Statements in this section and elsewhere in this Form 10-Q that are not
statements of historical or current fact constitute "forward-looking"
statements.
GENERAL OVERVIEW
Our Company was incorporated in the State of Nevada on February 25, 2013 to
engage in the development and sale of electronic medical record ("EMR") software
for small and medium sized physician offices and clinics. Our principal
executive offices are located at Mlynska 28, 040 01 Kosice, Slovak Republic. Our
phone number is (646) 875-5747. We are a development stage company and we have
no subsidiaries. Our common shares are posted for trading on the OTCBB under the
symbol "ZFLO".
During the year ended March 31, 2014, we completed development of our basic EMR
software and launched our website. You can view the website and register to view
and use our EMR software at www.zlatoinc.com. Our basic EMR software collects
and captures patient data electronically, and stores it in a format that enables
efficient access and viewing, and distribution by printing or email. Our planned
second phase product development will focus on interconnectivity of our EMR
software with various third party vital signs monitors, such as blood pressure
monitors or temperature monitors.
We currently have no revenues, no operating history, and no users or revenues
for our software. We currently have no cash and a net working capital deficit.
Therefore, our business will fail without immediate funding. We currently
estimate that we will need an additional $10-15,000 just to maintain our
corporate existence and meet our regulatory requirements over the next 12
months. Our director has indicated that she will fund our existing working
capital deficit and minimum required expenditures the next quarter with a loan,
but there are no arrangements thereafter.
We cannot guarantee we will be successful in doing so or with planned our
business operations. Our business is subject to all of the risks inherent in the
establishment of a new business enterprise and revenue generation from our basic
EMR software product is dependent on additional financing as noted herein.
GOING CONCERN
We have very limited operations and no revenues. We have incurred losses from
operations since inception. No revenues are anticipated until we complete and
successfully commercialize our planned EMR software. The ability of our Company
to continue as a going concern is dependent on raising capital to fund our
business plan and ultimately to attain profitable operations. Accordingly, these
factors raise substantial doubt as to the Company's ability to continue as a
going concern.
Our activities to date have been financed from the proceeds of share
subscriptions and a loan from our director. From our inception to December 31,
2014 we have raised a total of $65,000 in gross proceeds from the issuance of
our common stock. Our director also lent us $1,500 during the quarter. We
require significant additional financing to develop our business. There is no
guarantee that we will be able to raise any additional funds.
12 MONTH PLAN OF OPERATION
We cannot guarantee we will be successful in our business operations. Our
business is subject to all of the risks inherent in the establishment of a new
business enterprise and we are a number of months away from generating any
revenue, if at all.
12
Our plan of operations over the next 12 month period is focused exclusively on
raising additional capital for our survival and the commercial launch of our
basic EMR software and development of an interoperability kit with third party
monitoring equipment. We currently have no cash and a net working capital
deficit. Therefore, our business will fail without immediate capital. We
currently estimate that we will need an additional $10-15,000 just to maintain
our corporate existence and meet our regulatory requirements over the next 12
months. Our director has indicated that she will only fund our existing working
capital deficit and minimum required expenditures for the next quarter, and
there are no arrangements thereafter. We currently estimate we will require an
additional $200,000 for the commercial launch of our basic EMR software and
another 8-10 months and $50,000 to develop the software development kit for
interoperability with third parties. We do not have any arrangements in place
for this additional financing.
Our commercial launch budget also includes approximately $20,000 for the
development of an automated software deployment system which will enable us to
either run the software for licensed users on our servers, or sell our software
to clients via the internet. Fixes and updates can also be easily deployed
through this system, ensuring that all of our clients are running on the latest
version. We also plan to hire a contract sales consultant at a monthly cost of
$3,000. His or her initial responsibilities will focus on the selection of
several beta test clients to test our software prior to commercial sale.
Ms. Gallovicova is responsible for all financing activities, and developing all
job specifications for our third party contract software developers or firms.
She will also be responsible for hiring the sales consultant, and will oversee
the sales consultant in their role specifically as beta test subjects are
selected and the marketing plan is developed.
Without additional financing on a timely basis, our business will fail.
RESULTS OF OPERATIONS
We incurred a loss of $3,355 and $16,372 for the three month periods ended
December 31, 2014 and 2013 respectively. For the nine months ended December 31,
2014 and 2013 we incurred losses of $18,906 and $25,942 respectively. This nine
month loss includes $3,356 for general and administrative costs (2013 - $8,158)
and $15,550 (2013 - $17,784) for professional fees.
From inception on February 25, 2013 to December 31, 2014 we have incurred
cumulative losses of $70,408. We believe we will continue to incur losses into
the foreseeable future as we develop our business.
REVENUES
We did not generate any revenues from February 25, 2013 (inception) to December
31, 2014. Future revenue generation is dependent on obtaining the necessary
financing to commercially launch our product.
LIQUIDITY AND CAPITAL RESOURCES
Historically, we have financed our cash flow and operations solely from the sale
of $65,000 of common stock. During the quarter, our director also lent our
Company $1,500 for working capital purposes. The loan does not bear interest and
there are no specified repayment terms. She has indicated that she will not seek
repayment until we have sufficient resources to do so. All of the funds we have
raised were used for operating activities since our inception on February 25,
2013. As of December 31, 2014, our resultant cash balance was $nil and our net
working capital deficit was $5,408.
We currently do not have the cash resources to continue with our business or
maintain our existence. Our director has indicated that she will fund the
estimated cash shortfall for the next quarter, but there are no further
arrangements in place. We must also raise significant additional funding to
launch our EMR product and develop interoperability.
13
These funds will have to be raised through equity financing, debt financing, or
other sources, which may result in the dilution in the equity ownership of our
shares. We will also need more funds if the costs of commercialization and
further development are greater than we have budgeted. We will also require
additional financing to sustain our business operations if we are ultimately not
successful in earning revenues. We currently do not have any arrangements in
place regarding our current offering or any subsequent offering for further
financing and we may not be able to obtain financing when required. Obtaining
commercial loans, assuming those loans would be available, will increase our
liabilities and future cash commitments.
There are no assurances that we will be able to obtain further funds required
for our continued operations. Even if additional financing is available, it may
not be available on terms we find favorable. At this time, there are no
anticipated sources of additional funds in place. Failure to secure the needed
additional financing will have an adverse effect on our ability to remain in
business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act),
we are not required to provide the information called for by this Item 3.
ITEM 4. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we are
responsible for conducting an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end
of the fiscal period covered by this report. Disclosure controls and procedures
means that the material information required to be included in our Securities
and Exchange Commission ("SEC") reports is recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms relating to
our company, including any consolidating subsidiaries, and was made known to us
by others within those entities, particularly during the period when this report
was being prepared. Based on this evaluation, our principal executive officer
and principal financial officer concluded as of the evaluation date that our
disclosure controls and procedures were effective as of December 31, 2014.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in our internal controls over financial reporting that
occurred during the period covered by this report, which has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act),
we are not required to provide the information called for by this Item 1A.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
14
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Pursuant to Rule 601 of Regulation SK, the following exhibits are included
herein or incorporated by reference.
Exhibit
Number Description
------ -----------
3.1 Articles of Incorporation*
3.2 By-laws*
31.1 Certification Pursuant to 18 U.S.C. ss. 1350, Section 302
31.2 Certification Pursuant to 18 U.S.C. ss. 1350, Section 302
32.1 Certification Pursuant to 18 U.S.C. ss.1350, Section 906
101 Interactive Data Files pursuant to Rule 405 of Regulation S-T
----------
* Incorporated by reference to our S-1 Registration Statement, File
333-188610, filed on May 15, 2013
Reports on Form 8-K
8-K dated May 12, 2014 disclosing the dismissal of Goldman Accounting Services,
CPA, PLLC as the Companies external auditor and the concurrent appointment of
PLS CPA's, A Professional Corp as the Companies replacement external auditor.
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 16th day of
July 2014.
ZLATO INC.
Date: February 5, 2015 By: /s/ Dana Gallovicova
-----------------------------------------
Name: Dana Gallovicova
Title: President, CEO, Secretary Treasurer
Principal Executive, Financial
and Accounting Officer
1
