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ORGANIZATION AND BUSINESS
9 Months Ended
Aug. 31, 2022
Accounting Policies [Abstract]  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

NOTE 1 ORGANIZATION AND BUSINESS

 

Vado Corp. (the “Company”) is a Nevada corporation established on February 10, 2017 and has adopted a November 30 fiscal year end. The Company formerly had operations in the embroidery business in the European Union. With the Change of Control described in the following paragraph, the Company terminated its operations in the embroidery business and wrote off its assets. The Company currently has no operations and is seeking to acquire a target company in a reverse merger. Following its decision not to proceed with a  transaction with a target company in June 2021,  the Company resumed its efforts to seek a reverse merger candidate. Towards that goal, on June 17, 2022, we executed a non-binding Term Sheet with a digital advertising company (the “Target”). The Term Sheet required the Share Exchange Agreement to be executed by July 30, 2022. Although it was not, we are continuing to pursue the acquisition under which the shareholders of the Target would receive approximately 95.28% of our outstanding common stock. In addition, the Term Sheet envisions one or more investors investing $1,500,000 and receiving convertible preferred stock, convertible into approximately 0.47% of our outstanding common stock. No definitive agreement has been executed, and no assurances can be given that the Company or the Target will proceed with the transaction. If consummated, the transaction will be dilutive to our shareholders. It is subject to a number of contingencies including execution of a definitive agreement, an audit of the Target Company, and financing.

 

On May 22, 2020, David Lelong purchased from Dusan Konc 6,000,000 shares of common stock of the Company and a convertible promissory note with a face value of $29,973 (the “Konc Related Party Note”), payable by the Company and convertible into shares of common stock at $0.001 per share, for a total purchase price of $100,000 (the “Change of Control”). The Change of Control was effected pursuant to a Securities Purchase Agreement dated May 22, 2020 (the “Purchase Agreement”) by and among Mr. Lelong as the purchaser, the Company, and Mr. Konc, the Company’s majority shareholder, sole director and officer, as the seller. The Company was a party to the Purchase Agreement for the sole purpose of providing the representations and warranties contained therein. The Konc Related Party Note was cancelled, and a new convertible note in the amount of $29,973 was issued to Mr. Lelong (the “Lelong Related Party Note”). On May 28, 2020, Mr. Lelong fully converted the Related Party Note into 89,919,000 shares of the Company’s common stock.

 

The preparation of unaudited condensed interim 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

The unaudited interim condensed financial statements have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These unaudited condensed interim financial statements should be read in conjunction with the audited consolidated financial statements and notes for the fiscal year ended November 30, 2021. The results of the nine months ended August 31, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending November 30, 2022.