Law Offices of Thomas E. Puzzo, PLLC
3823 44th Ave. NE
Seattle, Washington 98105
Telephone: (206) 522-2256 / Facsimile: (206) 260-0111
Writer's e-mail: tpuzzo@msn.com
Writer's cell: (206) 412-6868
July 23, 2013
VIA EDGAR
Ms. Maryse Mills-Apenteng
Special Counsel
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington D.C. 20549
Re: Zlato Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed July 23, 2013
File No. 333-188610
Dear Ms. Mills-Apenteng:
Pursuant to the staff's comment letter dated July 17, 2013, we respectfully
submit this letter on behalf of our client, Zlato Inc., a Nevada corporation
(the "Company").
Amendment No. 2 to the Company's Form S-1 was filed with the Commission via
EDGAR on or about July 23, 2013.
The staff's comments are reproduced in bold italics in this letter, and the
Company's responses to the staff's comments follow each staff comment. The page
numbers below reference the redlined Amendment No. 2 to the Company's Form S-1.
RISK FACTORS
"AS AN `EMERGING GROWTH COMPANY' UNDER THE JOBS ACT...," PAGE 11
1. WE NOTE YOUR REVISIONS IN RESPONSE TO PRIOR COMMENT 9, WHICH INCLUDES THE
ASSERTION THAT ALL OF THE EXEMPTIONS AVAILABLE TO YOU AS AN EMERGING GROWTH
COMPANY WOULD CONTINUE TO BE AVAILABLE TO YOU AS A SMALLER REPORTING
COMPANY. SINCE NOT ALL EXEMPTIONS AVAILABLE TO EMERGING GROWTH COMPANIES
ARE AVAILABLE TO SMALLER REPORTING COMPANIES, PLEASE REVISE YOUR DISCLOSURE
TO SPECIFY WHICH OF THE EXEMPTIONS YOU REFERENCE WOULD CONTINUE TO BE
AVAILABLE TO YOU SO LONG AS YOU REMAIN A SMALLER REPORTING COMPANY.
ADDITIONALLY, CONSIDER BREAKING OUT THE DISCUSSION ADDRESSING THE
EXEMPTIONS AVAILABLE TO YOU AS A SMALLER REPORTING COMPANY AS A SEPARATE
RISK FACTOR.
Company response: The Company has streamlined the disclosure on page 11 and
revised this risk factor to specifically disclose which exemptions would
continue to be available to our Company so long as we remain a smaller reporting
company.
2. PLEASE REVISE THE SENTENCE THAT BEGINS "AFTER, AND IF EVER, WE ARE NO
LONGER AN `EMERGING GROWTH COMPANY,'" IN THE PENULTIMATE PARAGRAPH OF THIS
RISK FACTOR TO REMOVE ANY IMPLICATION THAT YOU COULD REMAIN AN EMERGING
GROWTH COMPANY INDEFINITELY.
Company response: The Company has removed this disclosure from the risk factor
on page 11.
"AS A SHELL COMPANY THERE ARE RESTRICTIONS IMPOSED UPON THE TRANSFERABILITY...,"
PAGE 12
3. WE NOTE YOUR REVISIONS IN RESPONSE TO PRIOR COMMENT 2. PLEASE REVISE THIS
RISK FACTOR TO STATE CLEARLY THAT BECAUSE YOU ARE A SHELL COMPANY, RESALES
OF UNREGISTERED SHARES ISSUED BY YOU ARE NOT PERMITTED UNDER RULE 144(I)
UNTIL 12 MONTHS AFTER THE COMPANY IS NO LONGER CONSIDERED A SHELL COMPANY
AND APPROPRIATE FORM 10 INFORMATION HAS BEEN PROVIDED. IN ADDITION, EXPAND
THE RISK FACTOR TO CLARIFY THAT BECAUSE OF YOUR SHELL COMPANY STATUS, YOUR
ABILITY TO ATTRACT ADDITIONAL FUNDING TO SUSTAIN YOUR OPERATIONS MAY BE
SIGNIFICANTLY LIMITED.
Company response: The Company has revised this risk factor on page 12 to state
clearly that because we are a shell company, resale of unregistered shares
issued by you are not permitted under Rule 144(i) until 12 months after the
Company is no longer considered a shell company and appropriate Form 10
information has been provided. We also expanded disclosure to clarify that
because of our shell company status, our ability to attract additional funding
to operate our business may be significantly limited.
INFORMATION WITH RESPECT TO THE REGISTRANT
THE MARKET, PAGE 22
4. PLEASE SUPPLEMENTALLY PROVIDE US WITH THE DOCUMENTATION REFERRED TO IN, OR
SUPPORTING, THE FOLLOWING STATEMENTS:
* "ACCORDING TO THE FEDERATION OF STATE MEDICAL BOARDS 2012 CENSUS,
THERE WERE APPROXIMATELY 878,000 PHYSICIANS IN THE USA IN 2012...";
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Company response: The Company is supplementally providing documentation
requested by the Staff via overnight courier. In "Appendix 1" to such
supplemental documentation, the Company submits the cover page of the applicable
report followed by the applicable page of the report referencing the disclosure.
* "VARIOUS PRIVATE SURVEYS OF MEDICAL PROFESSIONALS GENERALLY INDICATE
THAT A SIGNIFICANT MAJORITY WERE PRACTICING IN GROUPS OF 9 OR
LESS...";
Company response: The Company is supplementally providing documentation
requested by the Staff via overnight courier. In "Appendix 2" to such
supplemental documentation, the Company submits the cover page of the applicable
report followed by the applicable page of the report referencing the disclosure.
* "ACCORDING TO A JULY 2012 REPORT PUBLISHED BY THE CENTERS FOR DISEASE
CONTROL AND PREVENTION, NATIONAL CENTER FOR HEALTH STATISTICS ONLY 29%
OF SOLO PRACTITIONERS WERE ADOPTERS OF HER SYSTEMS"; AND
Company response: The Company is supplementally providing documentation
requested by the Staff via overnight courier. In "Appendix 3" to such
supplemental documentation, the Company submits the cover page of the applicable
report followed by the applicable page of the report referencing the disclosure.
* "THE PROPORTION OF PHYSICIANS WHO WERE ADOPTERS INCREASED AS THE SIZE
OF THE PRACTICE INCREASED, WITH 60% OF PHYSICIANS IN 2-PHYSICIAN
PRACTICES, 62% OF PHYSICIANS IN 3-TO-10-PHYSICIAN PRACTICES, AND 86%
OF PHYSICIANS IN PRACTICES WITH 11 OR MORE PHYSICIANS HAVING ADOPTED
EHR SYSTEMS."
Company response: The Company is supplementally providing documentation
requested by the Staff via overnight courier. In "Appendix 4" to such
supplemental documentation, the Company submits the cover page of the applicable
report followed by the applicable page of the report referencing the disclosure.
PLEASE ENSURE THAT ANY MATERIALS SUPPLEMENTALLY PROVIDED ARE APPROPRIATELY
MARKED TO HIGHLIGHT THE SECTIONS RELIED UPON AND CROSS-REFERENCED TO YOUR
PROSPECTUS.
Company response:The Company confirms that materials supplementally provided are
appropriately marked to highlight the sections relied upon and cross-referenced
to its prospectus.
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SOURCES AND AVAILABILITY OF PRODUCTS AND SUPPLIES, PAGE 27
5. YOU STATE ON PAGE 27 THAT YOUR BASIC EMR SOFTWARE WILL BE READY FOR
COMMERCIAL SALE 6-12 MONTHS FOLLOWING THE SUCCESSFUL COMPLETION OF YOUR
OFFERING. THIS IS INCONSISTENT WITH YOUR DISCLOSURE ELSEWHERE IN THE
PROSPECTUS THAT YOU WILL NOT HAVE A COMMERCIAL PRODUCT DEVELOPED FOR AT
LEAST 12 MONTHS FROM THE COMPLETION OF THE OFFERING. PLEASE REVISE.
Company response: We have removed the referenced sentence from the referenced
paragraph on page 27.
Please contact the undersigned with any questions, comments or other
communications to the Company.
Very truly yours,
/s/ Thomas E. Puzzo
--------------------------------
Thomas E. Puzzo
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