UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~November 2715, 2023

~~VADO~~Vado ~~CORP~~Corp.

(Exact name of registrant as specified in its charter)

Nevada	333-222593	30-0968244
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

13468 Beach ~~Ave.~~ Avenue

Marina Del ~~Rey~~Ray, CA 90292

(Address of Principal Executive Office) (Zip Code)

(888) 545-0009

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒ ☐

If an emerging growth company, indicate by checkmark 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. ☐

Item 41.01 ~~Changes~~Entry inInto ~~Registrant’s~~Material ~~Certifying~~Definitive ~~Accountant~~Agreement.

On November 15, 2023, Vado Corp. (the “Company”) borrowed $625,000 from an entity controlled by Jason Wulfsohn (the “Lender”) and issued the Lender a Fixed-Rate Convertible Promissory Note (the “Note”) ~~Dismissal~~ in the principal amount of ~~Independent~~$625,000. ~~Registered~~The ~~Public~~Note ~~Accounting~~has ~~Firm~~a maturity date of December 31, 2025 and bears interest at a rate of 8.5% per annum, subject to increase to 18% upon the occurrence of an event of default. Under the terms of the Note, the Holder may convert all or part of the outstanding balance into shares of the Company’s common stock at a conversion price of $0.32 per share, subject to adjustment.

OnThe ~~April~~foregoing ~~27,~~description ~~2023,~~of the ~~Board~~Note ofdoes ~~Directors~~not ofpurport ~~Vado~~to ~~Corp.~~be ~~(the “Company”)~~complete, ~~approved~~and ~~the~~is ~~dismissal~~qualified ofin ~~RBSM~~its ~~LLP~~entirety ~~(“RBSM”),~~by ~~which was then serving as~~ the ~~independent~~form ~~registered~~of ~~public~~Note ~~accounting~~which ~~firm~~is ofincluded ~~the~~as ~~Company,~~Exhibit ~~effective immediately~~10.1 ~~The~~to ~~Company~~this ~~subsequently~~Current ~~notified~~Report ~~RBSM~~on ofForm ~~the dismissal~~8-K.

~~The~~Item reports of RBSM on the Company’s consolidated financial statements for the fiscal years ended November 30, 2022 and 2021 did not contain any adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle, except that each report on the Company’s consolidated financial statements contained an explanatory paragraph regarding the Company’s ability to continue as a going concern based on the Company’s recurring losses from operations and need for additional capital to fund its current operating plan3.02 ~~During~~Unregistered ~~the~~Sale ~~fiscal years ended November 30, 2022 and 2021 and the subsequent interim period through April 27, 2023, the effective date~~ of ~~RBSM’s~~Equity dismissal, there were (i) no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and RBSM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of RBSM would have caused RBSM to make reference thereto in its reports on the consolidated financial statements of the Company for such years, and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K)Securities.

The ~~Company~~information ~~provided~~contained ~~RBSM~~in ~~with~~Item a1.01 ~~copy~~ of this Current Report on Form 8-K ~~and~~is ~~requested~~incorporated ~~that~~herein ~~RBSM~~by ~~furnish~~reference. aThe ~~letter~~securities ~~addressed~~offered tounder the ~~Securities~~terms ~~and~~of ~~Exchange~~the ~~Commission~~Note ~~stating~~were ~~whether or~~ not ~~RBSM~~registered ~~agrees~~under ~~with~~ the ~~above~~Securities ~~disclosures.~~Act ~~A copy~~ of ~~RBSM’s letter~~1933 isand ~~filed~~are asexempt ~~Exhibit~~from ~~16.1~~registration pursuant to ~~this~~ ~~Current~~Section ~~Report~~4(a)(2) onthereof ~~Form~~and ~~8-K~~Rule 506(b) of Regulation D promulgated thereunder.

~~(b) Engagement~~Item of9.01 ~~New~~Financial ~~Independent~~Statements ~~Registered~~and ~~Public Accounting Firm~~Exhibits

On(d) ~~April~~The ~~27, 2023,~~ following ~~approval~~exhibits byare ~~the~~filed ~~Board of Directors, the Company appointed M&K CPAS, PLLC (“M&K”)~~ as ~~the~~part ~~new independent registered public accounting firm~~ of ~~the~~this ~~Company.~~report:

During the fiscal years ended November 30, 2022 and 2021 and the subsequent interim period through April 27, 2023, the effective date of M&K’s appointment, neither the Company, nor any party on behalf of the Company, consulted with M&K with respect to either (i) except as described in the paragraph that immediately follows, the application of accounting principles to a specified transaction, either completed or proposed, or the type of the audit opinion that might be rendered with respect to the Company’s consolidated financial statements, and no written report or oral advice was provided to the Company by M&K that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was subject to any disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

		Incorporated by Reference			Filed or Furnished
Exhibit #	Exhibit Description	Form	Date	Number	Herewith
10.1	Form of Convertible Promissory Note	10-Q	11/14/2023	10.2
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

As previously disclosed, on February 24, 2023 the Company changed its fiscal year end from November 30 to December 31 following its acquisition of Socialcom, Inc (“Socialcom”) pursuant to which Socialcom became a 96.6%-owned subsidiary of the Company. M&K, then the independent registered public accounting firm of Socialcom, performed the audit for the audited financial statements of Socialcom for the years ended December 31, 2022 and 2021, which are reflected in the Company’s Offering Statement on Form 1-A (File No. 024-12227) which was filed by the Company on April 20, 2023 following its acquisition of Socialcom. Following the closing of the transaction, the Company consulted M&K regarding the financial statements included in the Offering Statement, and was advised by M&K that Socialcom’s financial statements were required to be included in such Offering Statement. The Company intends to file an amendment to such Offering Statement including M&K’s consent to the filing of the Socialcom financial statements as the independent registered public accounting firm for the Company. The disclosure in this Current Report on Form 8-K with respect to the fiscal years ended November 30, 2022 and 2021 also applies to the fiscal years ended December 31, 2022 and 2021.SIGNATURES

~~The~~Pursuant ~~Company~~to ~~provided~~the ~~M&K~~requirements ~~with a copy~~ of ~~this Form 8-K and requested that M&K furnish a letter addressed to~~ the Securities ~~and~~ Exchange ~~Commission~~Act ~~stating~~of ~~whether~~1934, oras ~~not~~amended, ~~M&K~~the ~~agrees~~registrant ~~with~~has ~~the~~duly ~~above~~caused ~~disclosures.~~this ~~A copy~~report ofto ~~M&K’s letter~~be issigned ~~filed~~on asits ~~Exhibit~~behalf ~~16.2~~by ~~to this~~the ~~Current~~undersigned ~~Report~~hereunto onduly ~~Form 8-K~~authorized.

Item 9.01 Financial Statements and Exhibits.

	VADO CORP.

November 21, 2023	By:	/s/ Ryan Carhart
		Ryan Carhart, Chief Financial Officer

Exhibit No.		Exhibit
16.1		Letter from RBSM, LLP
16.2		Letter from M&K
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VADO CORP.
May 2, 2023	By:	/s/ Ryan Carhart
		Ryan Carhart, Chief Financial Officer

false 0001700849 0001700849 2023-04-27 2023-04-27

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