Zlato, Inc. (OTCMKTS:ZFLO) Files An 8-K Changes in Control of Registrant
Item 5.01 Changes in Control of Registrant
On February 21, 2017, Dana Gallovicova agreed to transfer her
5,000,000 shares of common stock in the Company to Gert Andersen
to a Stock Purchase Agreement. Ms. Gallovicova received proceeds
of $100,000. The source of the consideration paid to Ms.
Gallovicova was the existing funds of the purchaser.
Ms. Gallovicova also assigned all of the outstanding debt owed to
her by the Company to Mr. Andersen for $32,608. In connection
with the debt assignment, Ms. Gallovicova agreed to release the
Company from any and all claims.
In connection with the sale of her controlling interest in the
company, on February 24, 2017, Ms. Gallovicova appointed Mr.
Andersen as our new Director, President, CEO, Secretary and
Treasurer and then resigned from all officer and director
positions, as discussed in Item 5.02, below. There were no other
arrangements or understandings between Ms. Gallovicova and Mr.
Andersen with respect to election of directors or other matters.
There are no arrangements known to the company, the operation of
which may, at a subsequent date, result in a change in control of
Following the change in control, and the officer and director
resignation and appointments described in Item 5.02, below, the
following table sets forth certain information known to us with
respect to the beneficial ownership of our common stock as of
February 21, 2017 by (1) all persons who are beneficial owners of
5% or more of our voting securities, (2) each director, (3) each
executive officer, and (4) all directors and executive officers
as a group. The information regarding beneficial ownership of our
common stock has been presented in accordance with the rules of
the Securities and Exchange Commission. Under these rules, a
person may be deemed to beneficially own any shares of capital
stock as to which such person, directly or indirectly, has or
shares voting power or investment power, and to beneficially own
any shares of our capital stock as to which such person has the
right to acquire voting or investment power within 60 days
through the exercise of any stock option or other right. The
percentage of beneficial ownership as to any person as of a
particular date is calculated by dividing (a) (i) the number of
shares beneficially owned by such person plus (ii) the number of
shares as to which such person has the right to acquire voting or
investment power within 60 days by (b) the total number of shares
outstanding as of such date, plus any shares that such person has
the right to acquire from us within 60 days. Including those
shares in the tables does not, however, constitute an admission
that the named stockholder is a direct or indirect beneficial
owner of those shares. Unless otherwise indicated, each person or
entity named in the table has sole voting power and investment
power (or shares that power with that persons spouse) with
respect to all shares of capital stock listed as owned by that
person or entity.
Except as otherwise indicated, all Shares are owned directly and
the percentage shown is based on 6,000,000 shares of Common Stock
issued and outstanding.
Title of class
Name and address
of beneficial owner
Gert Andersen The Seagram Building, 375 Park Avenue Suite
2607, New York City NY 10152 U.S.A.
|All Officers and Directors as a Group (one person)||5,000,000||83.33||%|
|Other 5% owners|
Except as superseded or updated by the disclosures set
forth in this Current Report, all other information required Item
5.01(a)(8) of Form 8-K may be found in the Companys Quarterly
Report on Form 10-Q filed February 17, 2017, in the Companys
Quarterly Report on Form 10-Q filed November 1, 2016, in the
Companys Quarterly Report on Form 10-Q filed August 4, 2016, in
the Companys Annual Report on Form 10-K filed July 8, 2016, and
in the Companys Registration Statement on Form S-1/A filed July
23, 2013, each of which is incorporated herein by reference as
permitted by Item 5.01(a)(8) of Form 8-K.
Item 5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers
The information contained in Item 5.01 above is incorporated
herein by reference into this Item 5.02.
On February 24, 2017, the Companys sole director appointed Mr.
Andersen as our new Director, President, CEO, Secretary and
Following this appointment, the board accepted the resignation of
Ms. Gallovicova as our former sole officer and director. There
was no known disagreement with Ms. Gallovicova regarding our
operations, policies, or practices.
Gert Andersen is our newly appointed Director,
President, CEO, Secretary and Treasurer. From 2006 to 2017, Mr.
Andersen worked for W4P, Pharma GP as Chief Executive Officer.
Aside from the debt assignment, described above, our
newly-appointed officer and director has not had any material
direct or indirect interest in any of our transactions or
proposed transactions over the last two years. At this time, we
do not have a written employment agreement or other formal
compensation agreement with Mr. Andersen.
SECTION 8 OTHER EVENTS
Item 8.01 Other Events
Following the transactions described above, our corporate offices
have been moved and our phone number has changed. Our new office
address and phone number is:
The Seagram Building, 375 Park Avenue Suite 2607, New York City
NY 10152 U.S.A.
About Zlato, Inc. (OTCMKTS:ZFLO)
Zlato Inc. is a shell company. The Company is engaged in the development and sale of electronic medical record (EMR) software for small and medium sized physician offices and clinics. The Company’s basic EMR software collects and captures patient data electronically, and stores it in a format that enables access, viewing and distribution by printing or e-mail. Its planned second phase product development will focus on interconnectivity of its EMR software with various third-party vital signs monitors, such as blood pressure monitors or temperature monitors. The Company’s basic EMR software has been developed to provide online, real time computer access, and contains a physician/medical personnel interface and an electronic database backend, which collects and organizes all patient data. The Company’s EMR database is backed up instantly when data is entered. The backup facilities can either be managed in house on separate servers or with independent third-party data storage facilities.