10-K/A 1 g8119.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For fiscal year ended March 31, 2015 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) 646-875-5747 (Registrant's telephone number, including area code) Not Applicable (Former name, former address, and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X] 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): 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 [ ] At September 30, 2014, the last business day of the Registrant's most recently completed second fiscal quarter, the aggregate market value of the voting common stock held by non-affiliates of the Registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was $50,000. At March 31, 2015, the end of the Registrant's most recently completed fiscal year, there were 6,000,000 shares of the Registrant's common stock, par value $0.001 per share, outstanding. EXPLANATORY NOTE Zlato, Inc. (the "Company") hereby amends its Annual Report on Form 10-K, for the fiscal year ended March 31, 2015, solely to include the language regarding internal control over financial reporting in the introductory paragraph 4 as required by Item 601(b)(31) of Regulation S-K, in the Certifications attached as Exhibits 31.1 and 31.2 There are no other changes to the original Form 10-K filed on June 12, 2015. This Amendment No. 1 to Form 10-K does not reflect events occurring after the filing of the original Form 10-K on June 12, 2015, or modify or update the disclosures therein in any way other than as required to reflect the amendment set forth herein. SIGNATURES Pursuant to the requirements 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. ZLATO INC. Date: December 22, 2015 By: /s/ Dana Gallovicova ------------------------------------- President, CEO, Secretary Treasurer, Principal Executive, Financial and Accounting Officer EXHIBIT INDEX Exhibit Number Description ------ ----------- 3.1 Articles of Incorporation (1) 3.2 Bylaws (1) 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Principal Executive and Principal Financial Officer and pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 Interactive data files pursuant to Rule 405 of Regulation S-T. (2) ---------- (1) Incorporated by reference to the Registrant's Registration Statement on Form S-1 (File No. 333-188610), filed with the Commission on May 15, 2013. (2) Incorporated by reference to the Registrant's Annual Report on Form 10-K (File No. 000-55023), filed with the Commission on June 12, 2015.