Cautionary Note Regarding Forward Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our ability to locate and acquire an operating business, the status of our current acquisition opportunity and the resources and efforts we intend to dedicate to such an endeavor, management's future plans for the Company, our liquidity and ability to raise capital, our business strategy and our future operations. All statements other than statements of historical facts contained in this report, including statements regarding our future financial position, liquidity, working capital sources, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words "believe," "may," "estimate," "continue," "anticipate," "intend," "should," "plan," "could," "target," "potential," "is likely," "will," "expect" and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include the future impact of the impact of future strains of COVID-19, the Russian invasion of the Ukraine, inflation and Federal Reserve interest rate increases in response thereto on the economy including the potential for a recession and a resulting reduction in prospective target businesses to acquire, and our lack of an operating history and revenue. Further information on the risk factors affecting our business is contained in "Risk Factors" of our annual report on Form 10-K for the fiscal year ended November 30, 2021. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.





Description of Business

Vado Corp., previously known as TradeFan, Inc., was incorporated in the State of Nevada on February 10, 2017 and established a fiscal year end of November 30. We have not generated material revenues, have minimal assets and have incurred losses since inception. We were formed to engage in the embroidery business, but in connection with the Change of Control described in the following paragraph, the Company has terminated its plans in the embroidery business and wrote off its assets. Since the Change of Control, we have been seeking new business opportunities in the United States and abroad. Among other things, we may acquire an ongoing business in a reverse merger.

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 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.

On March 15, 2021, the Company changed its name to "TradeFan, Inc." in connection with a contemplated share exchange transaction with which the Company decided not to proceed. On August 23, 2021, the Company changed its name back to Vado Corp.

On June 17, 2022, we executed a non-binding Term Sheet with an acquisition 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. As of the date of this report, no definitive agreement has been executed. There can be no assurances that the reverse merger with the target will occur. Among other conditions is completion of an audit of the financial statements of the target.





Plan of Operation

The Company has no operations or revenue as of the date of this report. We have terminated our operations in the embroidery business, and are currently in the process of developing a business plan. Management intends to explore and identify viable business opportunities within the U.S. and abroad including seeking to acquire a business in a reverse merger. See Note 1 to the unaudited financial statements contained in this report. Our Chief Executive Officer has a history of successfully achieving that goal, although no assurances can be given that he can achieve this. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control. See "Risk Factors" contained in our annual report on Form 10-K for the fiscal year ended November 30, 2021.


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Results and Plan of Operations

Revenue, Cost of Revenue and Gross Profit

We had no revenue for the nine months ended August 31, 2022 and 2021. We expect this trend to persist until we can locate and acquire an operating business.





Operating Expenses

We incurred operating expenses of $56,190 and $122,602 during the nine months ended August 31, 2022 and 2021, respectively. The operating expenses were mainly due to the professional fees related to the Company's filings under the Securities Exchange Act of 1934 (the "Exchange Act") and search for an acquisition target and general operating expenditures of running the Company.





Interest Expense

The Company recorded interest expense in the amount of $0 and $1,125 during the nine months ended August 31, 2022 and 2021, respectively. The 2021 interest expenses were incurred in connection with the 2020 and 2021 Accelerated Online Agreements described in Note 5 to the unaudited financial statements contained in this report. The 2020 Accelerated Online Agreement was terminated effective January 4, 2021, and the 2021 Accelerated Online Agreement was terminated effective June 1, 2021.





Net Loss

During the nine months ended August 31, 2022 and 2021, the Company recorded a net loss of $17,565 and $123,727, respectively. The decrease was due to the gain on forgiveness of debt in the amount of $38,625 during the nine months ended August 31, 2022.

Liquidity and Capital Resources

Cash used in Operating Activities:

For the nine months ended August 31, 2022 and 2021, net cash used in operating activities was $56,466 and $75,361, respectively.

Management intends to fund our working capital requirements through a combination of our existing funds and future issuances of debt or equity securities. Our working capital requirements are expected to increase in line with the implementation of our business plan and commencement of operations, which may be accomplished through a reverse merger in which we acquire an operating business.

Based upon the ability of our principal shareholder to advance funds to us, we have sufficient working capital to fund our operations over the next 12 months. If we are able to close a reverse merger, it is likely we will need capital as a condition of closing that acquisition. Because of the uncertainties, we cannot be certain as to how much capital we need to raise or the type of securities we will be required to issue. In connection with a reverse merger, we will be required to issue a controlling block of our securities to the target's shareholders which will be very dilutive.

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.

We anticipate that we will incur operating losses in the next 12 months. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such risks for us include, but are not limited to, an evolving and unpredictable business model; recognition of revenue sources; and the management of growth. To address these risks, we must, among other things, develop, implement and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition and results of operations.


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Off-Balance Sheet Arrangements

As of the date of this 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.





Going Concern

The independent registered public accounting firm auditors' report accompanying our November 30, 2021 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.

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