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U.S. SECURITIES AND EXCHANGE COMMISSION FORM 10-Q |
Mark One
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 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)
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Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 (§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 filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
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 ]
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A
Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:
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Class | Outstanding as of October 1, 2019 |
Common Stock, $0.001 | 3,355,500 |
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| VADO CORP. |
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Part I | Financial information |
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Item 1 | Financial statements (unaudited) | 4 |
Item 2 | Management’s discussion and analysis of financial condition and results of operations | 10 |
Item 3 | Quantitative and qualitative disclosures about market risk | 12 |
Item 4 | Controls and procedures | 12 |
PART II | Other Information |
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Item 1 | Legal proceedings | 12 |
Item 2 | Unregistered sales of equity securities and use of proceeds | 12 |
Item 3 | Defaults upon senior securities | 12 |
Item 4 | Mine safety disclosures | 12 |
Item 5 | Other information | 13 |
Item 6 | Exhibits | 13 |
| Signatures | 13 |
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VADO CORP. BALANCE SHEETS | ||||
| Unaudited AUGUST 31, 2019 | Audited NOVEMBER 30, 2018 | ||
ASSETS |
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Current Assets |
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| Cash | $ 673 | $ 27,842 | |
| Inventory | 148 | 148 | |
| Total current assets | 821 | 27,990 | |
Non-current Assets |
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| Equipment, net | 10,915 | 13,165 | |
| Computer | 522 | 834 | |
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| 11,437 | 13,999 | |
Total Assets | $ 12,258 | $ 41,989 | ||
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||
Current Liabilities | ||||
| Loan from related parties | $ 17,724 | $ 13,724 | |
| Accounts payable | 6 | 5,000 | |
| Total current liabilities | 17,730 | 18,724 | |
Total Liabilities | 17,730 | 18,724 | ||
Commitments and Contingencies | ||||
Stockholders’ Equity (Deficit) | ||||
| Common stock, $0.001 par value, 75,000,000 shares authorized; |
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| 3,355,000 shares issued and outstanding | 3,355 | 3,355 | |
| Additional Paid-In-Capital | 25,755 | 25,755 | |
| Accumulated Deficit | (34,582) | (5,845) | |
Total Stockholders’ equity (deficit) | (5,472) | 23,265 | ||
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Total Liabilities and Stockholders’ equity (deficit) | $ 12,258 | $ 41,989 | ||
The accompanying notes are an integral part of these financial statements.
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VADO CORP. STATEMENTS OF OPERATIONS | ||||
| Unaudited Three months ended August 31, 2019 | Unaudited Three months ended August 31, 2018 | Unaudited Nine months ended August 31, 2019 | Unaudited Nine months ended August 31, 2018 |
Revenue | $ - | $ 4,284 | $ - | $ 10,284 |
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Operating expenses |
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Cost of goods sold | - | - | - | 650 |
General and administrative expenses | 12,387 | 5,068 | 28,737 | 10,528 |
Net Income (loss) from operations | (12,387) | (784) | (28,737) | (894) |
Income (Loss) before provision for income taxes | (12,387) | (784) | (28,737) | (894) |
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Provision for income taxes | - | - | - | - |
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Net income (loss) | $ (12,387) | $ ( 784) | $ (28,737) | $ (894) |
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Income (loss) per common share: Basic and Diluted | $ (0.00) | $ (0.00) | $ (0.00) | $ (0.00) |
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Weighted Average Number of Common Shares Outstanding: Basic and Diluted | 3,355,000 | 2,007,826 | 3,355,000 | 2,002,627 |
The accompanying notes are an integral part of these financial statements.
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VADO CORP. STATEMENTS OF CASH FLOWS | |||||
| Unaudited Nine months ended August 31, 2019 | Unaudited Nine months ended August 31, 2018 |
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Cash flows from Operating Activities |
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| Net loss | $ (28,737) | $ (894) |
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| Depreciation expenses | 2,562 | 1,397 |
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| Change in accounts payable | (4,994) | 4,500 |
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| Net cash provided (used) by operating activities | (31,169) | 5,003 |
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Cash flows from Investing Activities |
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Purchase of fixed assets | $ - | $ 16,250 |
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Net cash used in investing activities | - | (16,250) |
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Cash flows from Investing Activities |
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Proceeds from sale of common stock | $ - | $ 1,700 |
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Proceeds of loan from shareholder | 4,000 | 4,000 |
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Net cash provided by financing activities | 4,000 | 5,700 |
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Net increase (decrease) in cash and equivalents | (27,169) | (5,547) |
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Cash and equivalents at beginning of the period | 27,842 | 8,908 |
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Cash and equivalents at end of the period | 673 | $ 3,361 |
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| Supplemental cash flow information: |
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| Cash paid for: |
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| Interest | $ - | $ - |
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| Taxes | $ - | $ - |
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The accompanying notes are an integral part of these financial statements.
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VADO CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED AUGUST 31, 2019 AND 2018
(UNAUDITED)
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 commences operations in the embroidery business in the European Union.
The Company has adopted November 30 fiscal year end.
The preparation of unaudited condensed consolidated 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 year ended November 30, 2018. The results of the nine months ended August 31, 2019 are not necessarily indicative of the results to be expected for the full year ending November 30, 2019.
NOTE 2 – GOING CONCERN
The Company’s financial statements as of August 31, 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 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 August 31, 2019 of $34,582. 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.
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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:
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| · | Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
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| · | 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. |
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| · | Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value. |
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 August 31, 2019 the Company's bank deposits did not exceed the insured amounts.
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.
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Stock-Based Compensation
As of August 31, 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
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:
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Identification of the contract, or contracts, with customer;
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Identification of the performance obligations in the contract;
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Determination of the transaction price;
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Allocation of the transaction price to the performance obligations in the contract; and
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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 August 31, 2019, depreciation amount was $624 and net of accumulated depreciation was $522.
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 August 31, 2019, depreciation amount was $3,325 and net of accumulated depreciation was $10,915.
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 August 31, 2019, the Company had 3,355,000 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.
Since February 10, 2017 (Inception) through August 31, 2019, the Company’s sole officer and director loaned the Company $17,724 to pay for incorporation costs and operating expenses. As of August 31, 2019, the amount outstanding was $17,724. The loan is non-interest bearing, due upon demand and unsecured.
NOTE 6. SUBSEQUENT EVENTS
The Company has evaluated subsequent events from August 31, 2019 to the date the financial statements were issued and has determined that there are no items to disclose.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. 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.
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 stared 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 8-head embroidery machine that operates through the computer, and which allows to embroider simultaneously eight items.
RESULTS OF OPERATIONS
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
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.
Three months ended August 31, 2019 compared to three months August 31, 2018.
During three months ended August 31, 2019 we did not generate any revenue compared to $4,284 during three months ended August 31, 2018.
During the three months ended August 31, 2019, we incurred expenses of $12,387 compared to $5,068 incurred during the three-month period ended August 31, 2018.
Our net loss for the three months ended August 31, 2019 was $12,387 compared to a net income of $784 during the three-month period ended August 31, 2018.
Nine months ended August 31, 2019 compared to nine months August 31, 2018.
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During nine months ended August 31, 2019 and 2018 we did not generate any revenue compared to $10,284 during nine months ended August 31, 2018.
During the nine months ended August 31, 2019, we incurred expenses of $28,737 compared to $11,178 incurred during the nine-month period ended August 31, 2018.
Our net loss for the nine months ended August 31, 2019 was $28,737 compared to a net loss of $894 during the nine-month period ended August 31, 2018.
As of August 31, 2019, our total assets were $12,258 compared to $41,989 in total assets at November 30, 2018. As of August 31, 2019, our total liabilities were $17,730 compared to $18,724 in total liabilities at November 30, 2018.
Stockholders’ equity decreased from $23,265 as of November 30, 2018 to deficit of $5,472 as of August 31, 2019.
Cash Flows used by Operating Activities
For the nine-month period ended August 31, 2019, net cash flows used in operating activities was $31,169. Net cash flows used in operating activities was $5,003 for the nine-month period ended August 31, 2018.
Cash Flows used by Investing Activities
We did not use any cash flow in investing activities for the nine-month period ended August 31, 2019 compared to $16,250 used in investing activities during the nine-month period ended August 31, 2018.
Cash Flows from Financing Activities
For the nine-month period ended August 31, 2019, net cash flows from financing activities was $4,000 received from proceeds from loan from the related party compared to $5,700 received from proceeds from loan from the related party and from issuance of common stock during the nine-month period ended August 31, 2018.
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 twelve 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) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) 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.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly 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.
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GOING CONCERN
The independent registered public accounting firm auditors' report accompanying our November 30, 2018 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures were effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.
Changes in Internal Controls over Financial Reporting
There have been no changes in the Company's internal control over financial reporting during the nine-month period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No senior securities were issued and outstanding during the nine-month period ended August 31, 2019.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable to our Company.
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ITEM 5. OTHER INFORMATION
None.
ITEM 6. 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.
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| VADO CORP. |
Dated: October 2, 2019 | By: /s/ Dusan Konc |
| Dusan Konc, President and Chief Executive Officer and Chief Financial Officer |
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