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 June 30, 2013
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 333-188610
ZLATO INC.
(Exact name of registrant as specified in its charter)
Nevada
(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 August
13, 2013: 5,000,000
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 June 30, 2013.
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
2
ZLATO INC.
(A Development Stage Company)
BALANCE SHEETS
June 30, 2013 March 31, 2013
------------- --------------
(unaudited)
ASSETS
Current assets
Cash and bank accounts $ 7,972 $ 14,445
Prepaid office rent 355 --
-------- --------
Total current assets 8,327 14,445
-------- --------
Total assets $ 8,327 $ 14,445
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities $ 417 $ --
-------- --------
Total current liabilities 417 --
-------- --------
Stockholders' equity (Notes 4,5)
Authorized:
75,000,000 common shares Par value $0.001
Issued and outstanding:
5,000,000 common shares 5,000 5,000
Additional paid-in capital 10,000 10,000
Deficit accumulated during the development stage (7,090) (555)
-------- --------
Total stockholders' equity 7,910 14,445
-------- --------
Total liabilities and stockholders' equity $ 8,327 $ 14,445
======== ========
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 Incorporation on
Ended February 25, 2013 to
June 30, 2013 June 30, 2013
------------- -------------
REVENUE $ -- $ --
---------- ----------
OPERATING EXPENSES
General & administrative 535 535
Organization -- 555
Professional fees 6,000 6,000
---------- ----------
Loss before income taxes (6,535) (7,090)
Provision for income taxes -- --
---------- ----------
Net loss $ (6,535) $ (7,090)
========== ==========
Basic and diluted loss per common share (1)
========== ==========
Weighted average number of common shares
outstanding (Note 5) 5,000,000
==========
----------
(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' EQUITY
(unaudited)
Deficit
Accumulated
Common Stock Additional During the Total
------------------- Paid in Development Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
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
Net loss for the period -- -- -- (6,535) (6,535)
--------- ------- -------- -------- -------
Balance June 30, 2013 5,000,000 $ 5,000 $ 10,000 $ (7,090) $ 7,910
========= ======= ======== ======== =======
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
Three Months Incorporation on
Ended February 25, 2013 to
June 30, 2013 June 30, 2013
------------- -------------
OPERATING ACTIVITIES
Net loss for the period $ (6,535) $ (7,090)
Changes in operating assets and liabilities:
Prepaid office rent (355) (355)
Accounts payable 417 417
-------- --------
Net cash used for operating activities (6,473) (7,028)
-------- --------
FINANCING ACTIVITIES
Proceeds from issuance of common stock -- 15,000
-------- --------
Net cash provided by financing activities -- 15,000
-------- --------
(Decrease) increase in cash during the period (6,473) 7,972
Cash, beginning of the period 14,445 --
-------- --------
Cash, end of the period $ 7,972 $ 7,972
======== ========
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
June 30, 2013
(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.
7
ZLATO INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2013
(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
June 30, 2013
(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 June 30, 2013 of $7,090. 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, 2014.
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 planning to file and clear a Registration Statement
with the SEC to raise additional equity funds through a public
offering.
- 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
June 30, 2013
(unaudited)
NOTE 3. GOING CONCERN (CONTINUED)
As of the date of the financial statements, there were no commitments for the
additional equity funding. Management estimates the minimum amount of additional
funding necessary to enable the Company to carry out its intended business plan
and remain viable for at least the twelve months following the date of the
financial statements is approximately $50,000. 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.
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.
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.
10
ZLATO INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2013
(unaudited)
NOTE 6. INCOME TAXES (CONTINUED)
The Company has a net operating loss carry forward of approximately $555 for the
year ended March 31, 2013, which will expire by March 31, 2033.
NOTE 7. SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations
subsequent to June 30, 2013 and has determined that it does not have any
material subsequent events to disclose in these financial statements.
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, 2013 audited
financial statements included in the Company's Registration Statement filed on
Form S-1 Amendment No. 2 (File No. 333-188610), as filed with the SEC on July
23, 2013. 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, we only just
completed our first fiscal year end on March 31 and we have no subsidiaries.
We are in the early stages of developing our EMR software. We currently have no
revenues, no operating history, and no users or revenues for our proposed
software. Our plan of operations over the 12 month period following successful
completion of our offering is to gain support for our concept and create fully
functional EMR software. This product, when completed, will be commercially
viable and available for commercial sale. Initially, the EMR software is planned
to be a software tool that will collect and capture patient data electronically,
and store 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 are in the initial stages of attempting to raise up to $50,000 in common
share equity to proceed with our EMR first phase product development. In order
to do so, we filed a Registration Statement with the SEC to conduct our initial
public offering. Our Registration Statement was declared effective on August 12,
2013. As of the date hereof we have not raised any equity, and 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 at least 18-24 months away (from the date hereof) from
generating any revenue, if at all. We believe that the funds from this offering
will allow us to operate for one year, only if we are successful in raising the
maximum permitted under the offering.
Our current planned offering is also only sufficient to complete development of
the basic EMR software, provided we raise the maximum. We currently estimate
that we will require an additional $200,000 for the commercial launch of our
basic EMR software and subsequent to the completion of the basic EMR software,
another 8-10 months and $50,000 to develop the software development kit for
interoperability with third parties.
From inception until the date of this filing we have had limited operating
activities, primarily consisting of the incorporation of our company and the
initial equity funding by our officer and director. We received our initial
funding of $15,000 through the sale of common stock to our officer and director,
who purchased 5,000,000 shares at $0.003 per share.
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.
12
Our activities to date have been financed from the proceeds of share
subscriptions. From our inception to June 30, 2013 we have raised a total of
$15,000 in gross proceeds from the issuance of our common stock. We require
significant additional financing to develop our business. There is no guarantee
that we will be able to raise any additional funds.
PLAN OF OPERATION
Our plan of operations over the 12 month period following successful completion
of our offering is to create fully functional and compliant EMR software. This
product will be commercially viable, and available for purchase when completed.
Initially, the EMR system is planned to be a software tool that will collect and
capture patient data in electronic format. We are also planning to provide file
output in PDF format, so it can be emailed by the user.
The patient features that our EMR will include in this first phase are:
Patient Profile: First & Last Name, Contacts (street / city / zip code / country
/ phone / email)
Birthdate, Gender, Race, Weight, Height
Government or private care provider health identification number
Patient history including (family history
Medication history
Detailed appointment history
Scheduling
Patient next steps (Specialist? Pharmacy? Radiology? Routines? Other?)
Billing
All parameters will be PDF format enabled for printing and email, and will have
a designated output directory associated with them for efficient clinical access
and viewing. We are also planning to design all data fields with a text-based
editor to allow for physician and any other user notes to be easily entered and
captured on the patient file. In order to achieve our plan, we have established
the following goals for this initial 12 month period:
* Create product overview and slide deck for investors
* Identify all security and compliance requirements for our target
market
* Test and analyze various platform architectures and operating systems
to ensure support of the functional / security requirements
* Develop software on all parameters including bug tracking and project
management
* Quality control tests on all software parameters
* Prepare test data into prototype
* Launch fully functional EMR software
* Secure additional suitable financing to market our initial EMR
software product and commence with the second phase of our product
development.
RESULTS OF OPERATIONS
From the inception of our company on February 25, 2013 to March 31, 2013 (our
first fiscal year end) we incurred a loss of $555, all of which was incurred for
the incorporation of our company.
We incurred a loss of $6,535 for the three months ended June 30, 2013.
Comparisons are not meaningful because our company was only just incorporated on
February 25, 2013. This loss includes $535 for general and administrative costs
and $6,000 for professional fees for our 2013 audit and legal fees associated
with our S-1 Registration Statement for our initial public offering.
From inception on February 25, 2013 to June 30, 2013 we have incurred cumulative
losses of $7,090. We believe we will continue to incur losses into the
foreseeable future as we develop our business.
13
REVENUES
We did not generate any revenues from February 25, 2013 (inception) to June 30,
2013. We will not be in a position to generate revenues for at least 18-24
months from the date hereof. Future revenue generation is dependent on the
successful development and commercial launch of our EMR software. We currently
estimate that we will require an additional financing of $200,000 to launch our
product.
LIQUIDITY AND CAPITAL RESOURCES
Historically, we have financed our cash flow and operations solely from the sale
of $15,000 of common stock to our director. Of the $15,000 we raised, $7,028 was
used for operating activities since our inception on February 25, 2013. As of
June 30, 2013, our resultant cash balance was $7,972 and our net working capital
balance was $7,910.
As of the date hereof, our net working capital balance is $7,295. We believe our
current cash and net working capital balance is only sufficient to cover our
expenses for the next 4-6 months. If we cannot raise any additional financing
prior to the expiry of this timeframe, we will be forced to cease operations and
our business will fail.
Even under a limited operations scenario to maintain our corporate existence, we
believe we will require a minimum of $11,000 in additional cash over the next 12
months to pay for the remainder of our total offering costs, and to maintain our
regulatory reporting and filings. Other than our planned offering, we currently
have no arrangement in place to cover this shortfall.
In order to achieve our stated business plan goals, we require the funding from
this offering. We are a development stage company and have generated no revenue
to date. We cannot guarantee that we will be able to sell all the shares
required. Even if we are successful in raising all of the funding under this
offering, we will still not be in a position to generate any significant
revenues or become profitable. We still must raise significant additional
funding to continue with our business. Our planned offering is only sufficient
to enable us to develop our basic EMR software. We believe we will require an
additional $200,000 for marketing expenses 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 party monitoring equipment
manufacturers.
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.
14
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 June 30, 2013.
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.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
15
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
None.
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 14th day of
August, 2013.
ZLATO INC.
Date: August 13, 2013 By: /s/ Dana Gallovicova
-----------------------------------------
Name: Dana Gallovicova
Title: President, CEO, Secretary Treasurer
Principal Executive, Financial
and Accounting Officer
16