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EX-32 - VADO CORP.exhibit32.htm
EX-31 - VADO CORP.exhibit31.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

 

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

 

For the fiscal year ended NOVEMBER 30, 2019

 

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934

 

For the transition period from ___________ to ___________

 

COMMISSION FILE NO. 333-222593

 

VADO CORP.

(Exact name of registrant as specified in its charter)

 

 

Nevada

(State or other jurisdiction of incorporation)

 

 

7389

(Primary Standard Industrial Classification Code Number)

30-0968244

(IRS Employer Identification No.)

 

Dlhá 816/9

Nitra, Slovakia 94901

Tel: (421)-372302900

 

 

 

(Address and telephone number of registrant's executive office)     

 

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act: None


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Indicate by check mark whether 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 shorter period that the registrant as 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 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. Yes [ ] No [X]

 

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]

Emerging growth company [X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. YES [ ] NO [X]

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [   ] No [ X ]

 

As of January 8, 2020, the registrant had 3,355,500 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market has been established as of  January 8, 2020.


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TABLE OF CONTENTS

 

 

 

 

PART I

 

 

ITEM 1

DESCRIPTION OF BUSINESS

4

   

  

 

ITEM 1A    

RISK FACTORS

4

 

 

 

ITEM 1B

UNRESOLVED STAFF COMMENTS                                     

4

 

 

 

ITEM 2   

PROPERTIES

4

      

 

 

ITEM 3   

LEGAL PROCEEDINGS                                             

5

      

 

 

ITEM 4

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS           

5

 

 

PART II

 

 

ITEM  5   

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS      

5

 

 

 

ITEM  6  

SELECTED FINANCIAL DATA                                       

5

 

 

 

ITEM  7 

MANAGEMENT'S DISCUSSION AND ANALYSIS OR RESULTS OF OPERATIONS

5

      

 

 

ITEM 7A 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   

7

 

 

 

ITEM 8

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                  

7

      

 

 

ITEM 9    

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

17

      

 

 

ITEM 9A

CONTROLS AND PROCEDURES

17

 

 

 

ITEM 9B

OTHER INFORMATION                                            

17

 

 

PART III

 

ITEM 10

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

17

 

 

 

ITEM 11

EXECUTIVE COMPENSATION

18

 

 

 

ITEM 12

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

19

 

 

 

ITEM 13

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

19

 

 

 

ITEM 14

PRINCIPAL ACCOUNTANT FEES AND SERVICES                       

19

 

 

PART IV

 

 

ITEM 15

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                   

20


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PART I

 

ITEM 1. DESCRIPTION OF BUSINESS

 

FORWARD-LOOKING STATEMENTS

 

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

 

As used in this annual report, the terms "we", "us", "our", "the Company", mean VADO CORP., unless otherwise indicated.

 

All dollar amounts refer to US dollars unless otherwise indicated.

 

DESCRIPTION OF BUSINESS

 

Vado Corp. was incorporated in the State of Nevada on February 10, 2017 and established a fiscal year end of November 30. We have limited revenues, have minimal assets and have incurred losses since inception. We were formed to engage in the embroidery business. We are still in the development stage and just recently started our operations. As of today, we have commenced manufacturing the embroidery and generated $15,284 in revenues.

We offer embroidery products that include the embroidery not only on cut, but also on finished products such as work wear, pennants, t-shirts, jerseys, sweatshirts, baseball caps, windbreakers, coveralls, uniforms, towels, hats, jackets, linen, blankets, and others.  We purchased an 8-head embroidery machine that operates through the computer, and which allows us to embroider simultaneously eight items.

 

 

ITEM 1A. RISK FACTORS

 

Not applicable.

 

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 2. PROPERTIES

 

We do not own any property.


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ITEM 3. LEGAL PROCEEDINGS

 

We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

No report required.

 

 

PART II

 

 

ITEM 5. MARKET FOR EQUITY SECURITIES AND OTHER SHAREHOLDER MATTERS

 

MARKET INFORMATION

 

As of January 8, 2020 the 3,355,500 issued and outstanding shares of common stock were held by a total of 51 shareholders of record.

 

DIVIDENDS

 

We have never paid or declared any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future.

 

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

 

We currently do not have any equity compensation plans.

 

ITEM 6. SELECTED FINANCIAL DATA

 

Not Applicable.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS

 

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.  Our actual results could differ materially from those discussed in the forward looking statements.  Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report.  Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.


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RESULTS OF OPERATIONS

 

As of November 30, 2019, our accumulated deficit was $41,669. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

 

Year Ended November 30, 2019 compared to year ended November 30, 2018

 

Revenue

 

During the year ended November 30, 2019, the Company generated $-0- in revenue compared to $15,284 for the year ended November 30, 2018. Total costs of the revenue were $1,102 for the year ended November 30, 2018.

 

Operating Expenses

 

During the year ended November 30, 2019, we incurred total expenses and professional fees of $35,824 compared to 14,711 for the year ended November 30, 2018. General and administrative and professional fee expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and developmental costs.

 

Our net loss for the year ended November 30, 2019 was $35,824 compared to $529 for the year ended November 30, 2018.

 

 

LIQUIDITY AND CAPITAL RESOURCES

 

As at November 30, 2019 our current assets were $382 compared to $27,990 in current assets at November 30, 2018.  As at November 30, 2019 our total assets were $10,965 compared to $41,989 in total assets at November 30, 2018.  As at November 30, 2019, our current liabilities were $23,524 compared to $18,724 as of November 30, 2018.

 

Stockholders’ deficit was $12,559 as of November 30, 2019 compared to stockholders’ equity of $23,265 as of November 30, 2018.

 

Cash Flows from Operating Activities

 

For the year ended November 30, 2019, net cash flows provided by operating activities was $37,408, consisting of net loss of $35,824, decrease in accounts payable of $5,000 and amortization expenses of $3,416.

For the year ended November 30, 2018, net cash flows provided by operating activities was $4,074, consisting of net loss of $529, increase in inventory of $148, accounts payable of $2,500 and amortization expenses of $2,251.

 

 

Cash Flows from Investing Activities

 

Cash flows used in investing activities during year ended November 30, 2019 was $-0- compared to$16,250 during year ended November 30, 2018.

 

Cash Flows from Financing Activities

 

 

Cash flows provided by financing activities during the year ended November 30, 2019 were $9,800, consisting of loan from shareholder.

Cash flows provided by financing activities during the year ended November 30, 2018 were $31,110, consisting of $4,000 loan from shareholder and $27,110 from proceed form issuance of common stock.


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PLAN OF OPERATION AND FUNDING

 

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

 

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

 

MATERIAL COMMITMENTS

 

As of the date of this Annual Report, we do not have any material commitments.

 

PURCHASE OF SIGNIFICANT EQUIPMENT

 

We do not intend to purchase any significant equipment during the next twelve months.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

As of the date of this Annual Report, we do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

 

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

 

Report of Independent Registered Public Accounting Firm

F-1

 

Balance Sheets as of NOVEMBER 30, 2019 and NOVEMBER 30, 2018

F-2

 

Statements of Operations for the year  ended NOVEMBER 30, 2019 and foryear ended November 30, 2018

F-3

 

Statement of Changes in Stockholders’ Equity for the year  ended NOVEMBER 30, 2019 and foryear ended November 30, 2018              

F-4

 

Statements of Cash Flows for the year  ended NOVEMBER 30, 2019 and foryear ended November 30, 2018

F-5

 

Notes to the Financial Statements

F-6 -F-8


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors and Stockholders of Vado Corp.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Vado Corp. (the Company) as of November 30, 2019 and 2018 and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years then ended and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2019 and 2018, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

Going concern uncertainty

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 2 to the financial statements, The Company has not yet established an adequate ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated losses from inception (February 10, 2017) to November 30, 2019 of $41,669. Management’s plans in regard to these matters are also described in note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

 

 

 

 

We have served as the Companys auditor since 2017.

Denver, Colorado

January 8, 2020

aj@ajrobbins.com

400 South Colorado Blvd, Suite 870, Denver, Colorado 80246

(B)303-537-5898   (M)720-339-5566   (F)303-586-6261

 

 

 

 


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VADO CORP.

BALANCE SHEETS

 

 

NOVEMBER 30, 2019

NOVEMBER 30, 2018

ASSETS

 

 

Current Assets

 

 

 

Cash

$        234

$        27,842

 

Inventory

148

148

 

Total current assets

382

27,990

Non-current Assets

 

 

 

Equipment, net

10,165

13,165

 

Computer, net

418

834

 

 

10,583

13,999

Total Assets                                                         

$        10,965

$    41,989

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current  Liabilities

 

 

Loan from related parties

$   23,524

$     13,724

 

Accounts payable

-

5,000

 

Total current liabilities

23,524

18,724

Total Liabilities

23,524

18,724

Commitments and Contingencies

Stockholders’ Equity (Deficit)

 

Common stock, $0.001 par value, 75,000,000 shares authorized;

 

 

3,355,500 shares issued and outstanding

3,355

3,355

 

Additional Paid-In-Capital

25,755

25,755

 

Accumulated Deficit

(41,669)

(5,845)

Total Stockholders’ equity (deficit)

(12,559)

23,265

 

 

 

Total Liabilities and Stockholders’ equity (deficit)

$      10,965

$        41,989

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

F-2


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VADO CORP.

STATEMENTS OF OPERATIONS

 

 

 

Year ended November 30, 2019

 

Year ended November 30, 2018

 

Revenue

 

$                 -

 

$                 15,284

 

 

 

 

 

Operating expenses

 

 

 

 

Cost of goods sold

 

-

 

1,102

General and administrative expenses

 

35,824

 

14,711

Total Operating Expenses

 

(35,824)

 

(15,813)

Income (Loss) before provision for income taxes

 

(35,824)

 

(529)

 

 

 

 

 

Provision for income taxes

 

-

 

-

 

 

 

 

 

Net income (loss)

 

$            (35,824)

 

$          (529)

 

 

 

 

 

Income (loss) per common share:

Basic and Diluted

 

$        (0.00)

 

$         (0.00)

 

 

 

 

 

Weighted Average Number of Common Shares  Outstanding:

Basic and Diluted

 

3,355,500

 

2,202,041

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

F-3

 

 

 

 

 


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VADO CORP.

STATEMENT OF STOCKHOLDER’S EQUITY (DEFICIT)

FOR THE PERIOD FROM INCEPTION (FEBRUARY 10, 2017) to NOVEMBER 30, 2019

 

 

Number of

Common

Shares

 

Amount

Additional Paid-In-Capital

Deficit

accumulated

 

 

 

Total

Balances as of November 30, 2017

2,000,000

2,000

-

$ (5,316)

$   (3,316)

Shares issued at $0.02

1,355,500

1,355

25,755

-

27,110

Net income (loss) for the year                                                                  

-

-

-

(529)

(529)

Balances as of November 30, 2018

3,355,500

3,355

25,755

$   (5,845)

$ 23,265    

Net income (loss) for the year                                                                  

-

 

-

(35,824)

(35,824)

Balances as of November 30, 2019

3,355,500

$ 3,355

25,755

$  (41,669)

$   (12,559)

 

 

The accompanying notes are an integral part of these financial statements.

 

F-4

 

 

 

 

 

 

 


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VADO CORP.

STATEMENTS OF CASH FLOWS

 

 

Audited

Year ended November 30, 2019

Audited

Year ended November 30, 2018

 

Cash flows from Operating Activities

 

 

 

 

Net loss

$    (35,824)

$          (529)

 

 

Depreciation expenses

3,416

2,251

 

 

Increase in inventory

-

(148)

 

 

Change in accounts payable

(5,000)

2,500

 

 

Net cash provided (used) by operating activities

(37,408)

4,074

 

 

 

 

 

 

Cash flows from Investing Activities

 

 

 

   Purchase of fixed assets

-

            16,250

 

  Net cash used in investing activities

-

(16,250)

 

 

 

 

 

Cash flows from Financing Activities

 

 

 

 

Proceeds from sale of common stock

-

27,110

 

 

Proceeds of loan from shareholder

9,800

4,000

 

 

Net cash provided by financing activities

9,800

31,110

 

Net increase (decrease) in cash and equivalents

(27,608)

18,934

 

Cash and equivalents at beginning of the period

27,842

8,908

 

Cash and equivalents at end of the period

234

$           27,842

 

 

Supplemental cash flow information:

 

 

 

 

Cash paid for:

 

 

 

 

Interest                                                                                               

$              -

$                  -

 

 

Taxes                                                                                           

$              -

$                  -

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

F-5

 

 


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VADO CORP.

NOTES TO THE FINANCIAL STATEMENTS

FOR YEARS ENDED NOVEMBER 30, 2019 AND FORyear ended November 30, 2018

(AUDITED)

 

NOTE 1 – ORGANIZATION AND BUSINESS

 

VADO CORP. (the “Company”) is a corporation established under the corporation laws in the State of Nevada on February 10, 2017. The Company commenced operations in the embroidery business in the European Union.

The Company has adopted November 30 fiscal year end.

 

 

NOTE 2 – GOING CONCERN

 

The Company’s financial statements as of November 30, 2019 been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an adequate ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated loss from inception (February 10, 2017) to November 30, 2019 of $41,669. These factors among others raise substantial doubt about the ability of the company to continue as a going concern for a reasonable period of time.  

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.

 

Fair values of financial instruments

 

The Company adopted ASC 820 “Fair Value Measurements,” which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. Current assets and current liabilities qualified as financial instruments and management believes their carrying amounts are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their current interest rate is equivalent to interest rates currently available.  The three levels are defined as follow:

 

 

 

 

 

·

Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

 

 

 

 

·

Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

 

 

 

 

 

·

Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value.

 

 

 

 

For certain financial instruments, the carrying amounts reported in the balance sheets for cash and current liabilities, including loans payable, each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.

 

 

F-6


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Basic and Diluted Loss Per Share

 

Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At NOVEMBER 30, 2019 the Company's bank deposits did not exceed the insured amounts.

 

Inventory

 

Inventory consists mostly of raw materials and are stated at the lower of cost or fair value on a first-in first-out basis

 

Use of Estimates

 

Preparing 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, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.

 

Stock-Based Compensation

 

As of November 30, 2019, the Company has not issued any stock-based payments to its employees.

Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable.  To date, the Company has not adopted a stock option plan and has not granted any stock options.

 

Income Taxes

 

The Company follows the liability method of accounting for income taxes.  Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).  The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

New Accounting Pronouncements

 

In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business, which narrows the existing definition of a business and provides a framework for evaluating whether a transaction should be accounted for as an acquisition (or disposal) of assets or a business. The ASU requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities (collectively, the set) is not a business. To be considered a business, the set would need to include an input and a substantive process that together significantly contribute to the ability to create outputs. The standard also narrows the definition of outputs. The definition of a business affects areas of accounting such as acquisitions, disposals and goodwill.

 

Under the new guidance, fewer acquired sets are expected to be considered businesses. This ASU is effective January 1, 2018 on a prospective basis with early adoption permitted. The Company will apply this guidance to applicable transactions after the adoption date.

 

F-7


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In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. Under the new standard, goodwill impairment would be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of goodwill. This ASU eliminates existing guidance that requires an entity to determine goodwill impairment by calculating the implied fair value of goodwill by hypothetically assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. This ASU is effective prospectively to impairment tests beginning January 1, 2020, with early adoption permitted. The Company will apply this guidance to applicable impairment tests after the adoption date.

 

Revenue Recognition

We adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers”, and all related interpretations for recognition of our revenue from tours and consulting services. Previously we recorded revenue based on ASC Topic 605. Adoption of new accounting standard did not have any material impact on our reported revenue.

Revenue is recognized when the following criteria are met:

-Identification of the contract, or contracts, with customer; 

-Identification of the performance obligations in the contract; 

-Determination of the transaction price; 

-Allocation of the transaction price to the performance obligations in the contract; and 

-Recognition of revenue when, or as, we satisfy performance obligation. 

 

The Company has evaluated all the recent accounting pronouncements and determined that there are no other accounting pronouncements that will have a material effect on the Company’s financial statements.

 

 

Property and Equipment

Property and equipment are stated at cost and depreciated on the straight line method over the estimated life of the asset, which is 3 years. The company purchased a computer for $1,250 on December 4, 2017. As of November 30, 2019, depreciation amount was $832 and net of accumulated depreciation was $418.

On April 21, 2018, the Company purchased Embroidery Machine for $15,000. This equipment is stated at cost and depreciated on the straight line method over the estimated life of the asset, which is 5 years. As of November 30, 2019, depreciation amount was $4,835 and net of accumulated depreciation was $10,165.

 

Revenue

The Company has generated $15,284 in revenue to date. The company’s revenue source is from its embroidery business. The Company offers embroidery products that include the embroidery not only on cut, but also on finished products such as work wear, pennants, t-shirts, jerseys, sweatshirts, baseball caps, windbreakers, coveralls, uniforms, towels, hats, jackets, linen, blankets, and others.  

 

NOTE 4 – CAPTIAL STOCK

 

The Company has 75,000,000 shares of common stock authorized with a par value of $0.001 per share.

On July 27, 2017, the Company issued 2,000,000 shares of its common stock at $0.001 per share for total proceeds of $2,000. For the year ended November 30, 2018 the Company issued 1,355,500 shares of its common stock at $0.02 per share for total proceeds of $27,110.

As of November 30, 2019, the Company had 3,355,500 shares issued and outstanding.

 

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.  


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Since February 10, 2017 (Inception) through November 30, 2019, the Company’s sole officer and director loaned the Company $23,524 to pay for incorporation costs and operating expenses.  As of November 30, 2019, the amount outstanding was $23,524. The loan is non-interest bearing, due upon demand and unsecured.

 

NOTE 6 – LEASE

 

On May 14, 2018, the Company signed a Lease Agreement for approximately 25  rentable square meters to place its embroidery machine. The Base Rent amount is $375 per month.

 

 

 

NOTE 7 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from November 30, 2019 to the date the financial statements were issued and has determined that there are no items to disclose.

 

 

F-8

 

 

 

 

 


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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2019. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the year November 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

  

ITEM 9B. OTHER INFORMATION

 

None.

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE COMPANY

Name and Address

 

Age

 

Position(s)

Dusan Konc

 

36

 

President, Secretary

Dlhá 816/9

 

 

 

Chief Financial Officer,

Nitra, Slovakia 94901

 

 

 

Chief Executive Officer,

 

 

 

 

Sole Director

 

 

Our Director Dusan Konc:

Held his offices/positions since the inception of our Company and is expected to hold said offices/positions until the next annual meeting of our stockholders. The officers listed are our only officers and control persons.


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BACKGROUND INFORMATION ABOUT OUR SOLE OFFICER AND DIRECTOR

 

Dusan Konc has acted as our President, Treasurer, Secretary and Director since our incorporation on February 10, 2017. In 2002 Mr. Konc graduated from Police College in Pezinok, Slovakia. In 2002-2005 he studied in Constantine the Philosopher University in Nitra, Slovakia. For the last 7 years, he has been working as a sole proprietor in construction and renovation business. Mr. Konc has never been default with the bank or government and does not have any pending litigations or claims.

Mr. Konc owns 100% of the outstanding shares of our common stock. As such, it was unilaterally decided that Mr. Konc was going to be our President, Chief Executive Officer, Treasurer, Secretary, Chief Financial Officer, Chief Accounting Officer and sole member of our board of directors. This decision did not in any manner relate to Mr. Konc’s previous employments. Mr. Konc’s and previous experience, qualifications, attributes or skills were not considered when he was appointed as our President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretary and member of our board of directors.

 

AUDIT COMMITTEE

 

We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.

 

SIGNIFICANT EMPLOYEES

 

Other than our director, we do not expect any other individuals to make a significant contribution to our business.

 

ITEM 11. EXECUTIVE COMPENSATION

 

The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer for the years  ended November 30, 2019 and November 30, 2018:

 

Summary Compensation Table

 

Name and

Principal

Position

 

Year

Salary

($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

All Other

Compensation

($)

All Other

Compensation

($)

Total

($)

Dusan Konc, President, Secretary and Treasurer

December 1, 2017 to November 30, 2018

 

-0-

 

-0-

 

-0-

 

-0-

 

-0-

 

-0-

 

-0-

 

-0-

December 1, 2018 to November 30, 2019

 

-0-

 

-0-

 

-0-

 

-0-

 

-0-

 

-0-

 

-0-

 

-0-

 

 

 

There are no current employment agreements between the company and its officer.

 

There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.

 

CHANGE OF CONTROL

 

As Of NOVEMBER 30, 2019, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.


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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth information as of NOVEMBER 30, 2019 regarding the ownership of our common stock by each shareholder known by us to be the beneficial owner of more than five percent of our outstanding shares of common stock, each director and all executive officers and directors as a group. Except as otherwise indicated, each of the shareholders has sole voting and investment power with respect to the shares of common stock beneficially owned.

 

Title of Class

 

Name and Address of

Beneficial Owner

 

Amount and Nature of 

Beneficial Ownership

 

Percentage

 

Common Stock

 

Dusan Konc

 

 

2,000,000 shares of common stock (direct)

 

 

59.60

%

 

 

 

The percent of class is based on 3,355,500 shares of common stock issued and outstanding as of the date of this annual report.

 

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

On July 27, 2017 the Company issued a total of 2,000,000 shares of common stock to Mr. Dusan Konc for cash at $0.001 per share for a total of $2,000.

 

Mr. Konc has loaned us funds for operations. The loan was not made pursuant to any loan agreements or promissory note. The loan is unsecured, non-interest bearing and due on demand. The balance due to the Mr. Konc was $23,524 as of November 30, 2019.  

 

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

During fiscal year ended November 30, 2019, we incurred approximately $11,273 in fees to our principal independent accountants for professional services rendered in connection with the audit of our financial statements for the fiscal year ended November 30, 2018 and for the reviews of our financial statements for the quarters ended February 28, 2019, May 31, 2019 and August 31, 2019.


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ITEM 15. EXHIBITS

 

The following exhibits are filed as part of this Annual Report.

 

 

Exhibits:

 

31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

101.INS  XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

                                                              

 

 

VADO CORP.

 

 

Dated: January 13, 2020

 

By: /s/ Dusan Konc

 

Dusan Konc, President and

Chief Executive Officer and Chief Financial Officer


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