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): March 15, 2021

 

TradeFan, Inc.

(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.)

 

81 Prospect Street

Brooklyn, New York 11201

(Address of Principal Executive Office) (Zip Code)

 

(646) 828-1376

(Registrants telephone number, including area code)

 

Vado Corp.

(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On March 15, 2021, TradeFan, Inc., formerly known as Vado Corp. (the “Company”), filed a Certificate of Amendment to its Articles of Incorporation (the “Certificate of Amendment”) to (i) change its corporate name from “Vado Corp.” to “TradeFan, Inc.”, (ii) increase its authorized shares of common stock, par value $0.001 per share, from 75,000,000 shares to 490,000,000 shares, and (iii) effect a forward stock split (the “Forward Split”) pursuant to which each share of the Company’s common stock issued and outstanding as of the effective date of the Forward Split were reclassified and changed into three shares of common stock (collectively, the “Amendments”). Except for the Forward Split, which was effective on March 18, 2021, the Amendments were effective March 15, 2021. In connection with the Amendments, the symbol for the Company’s common stock was changed to “VADPD” on March 18, 2021 and will be changed to “TFAN” 20 business days after March 18th.

 

The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by the complete text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1.

 

Item 9.01 Financial Statements and Exhibits

 

(d) The following exhibits are filed as part of this report:

 

Exhibit No.

 

Description

3.1

 

Certificate of Amendment to the Articles of Incorporation

     

 

 

 

 

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.

 

 

TradeFan, Inc.

 
       

April 1, 2021

By:

/s/ David Lelong

 
   

David Lelong, Chief Executive Officer

 

 

 

 

 

 

Exhibit 3.1

 

 

BARBARA K. CEGAVSKE

Secretary of State

 

 

KIMBERLEY PERONDI

Deputy Secretary for Commercial Recordings

STATE OF NEVADA

SEAL-SMALL.JPG

OFFICE OF THE

SECRETARY OF STATE

Commercial Recordings Division

202 N. Carson Street

Carson City, NV 89701

Telephone (775) 684-5708

Fax (775) 684-7138

 

North Las Vegas City Hall

2250 Las Vegas Blvd North, Suite 400

North Las Vegas, NV 89030

Telephone (702) 486-2880

Fax (702) 486-2888

 

 

Business Entity - Filing Acknowledgement

 

03/16/2021

 

Work Order Item Number:

W2021031501807-1193924

   

Filing Number:

20211309065

   

Filing Type:

Amendment After Issuance of Stock

   

Filing Date/Time:

3/15/2021 12:34:00 PM

   

Filing Page(s):

3

   
   

Indexed Entity Information:

 
   

Entity ID: E0067592017-1

Entity Name: TradeFan, Inc.

   

Entity Status: Active

Expiration Date: None

 

 

Commercial Registered Agent

 

INCORP SERVICES, INC.

 

3773 HOWARD HUGHES PKWY STE 500S, Las Vegas, NV 89169 - 6014, USA

 

 

 

The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future.

 

 

 

Respectfully,

BC-SIG.JPG

BARBARA K. CEGAVSKE

Secretary of State

 

 

Page 1 of 1

 

Commercial Recording Division

202 N. Carson Street

 

 

 

 

Filed in the Office of

BC-SIG_SM.JPG

Secretary of State

State Of Nevada

Business Number

E0067592017-1

Filing Number

20211309065

Filed On

3/15/2021 12:34:00 PM

Number of Pages

3

 

 

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BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201 (775) 684-5708

Website: www.nvsos.gov

 

Profit Corporation:

Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390)

Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS 78.403)

Officer's Statement (PURSUANT TO NRS 80.030)

 

TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT

 

1. Entity information:

Name of entity as on file with the Nevada Secretary of State:

Vado Corp.

Entity or Nevada Business Identification Number (NVID): NV20171091928

2. Restated or Amended and Restated Articles: (Select one)

 

(If amending and restating only, complete section 1, 2, 3, 5 and 6)

☐   Certificate to Accompany Restated Articles or Amended and Restated Articles

☐   Restated Articles - No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on:                           

The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate.

☐   Amended and Restated Articles

*Restated or Amended and Restated Articles must be included with this filing type.

3. Type of Amendment Filing Being Completed:

(Select only one box)

 

(If amending, complete section 1, 3, 5 and 6.)

☐   Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.380 - Before Issuance of Stock)

The undersigned declare that they constitute at least two-thirds of the following:

(Check only one box)          ☐ incorporators          ☐ board of directors

The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued

☒  Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 95.93%

☐  Officer's Statement (foreign qualified entities only) –

Name in home state, if using a modified name in Nevada:

                                                                                               

Jurisdiction of formation:                                                      

Changes to takes the following effect:

☐  The entity name has been amended.                                 ☐  Dissolution

☐  The purpose of the entity has been amended.                   ☐  Merger

☐  The authorized shares have been amended.                      ☐  Conversion

☐  Other: (specify changes)

                                                                                                                             

* Officer's Statement must be submitted with either a certified copy of or a certificate evidencing the filing of any document, amendatory or otherwise, relating to the original articles in the place of the corporations creation.

 

This form must be accompanied by appropriate fees.

Page 1 of 2

Revised: 1/1/2019

 

 

 

 

 

EX_238869IMG005.JPG

BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201 (775) 684-5708

Website: www.nvsos.gov

 

Profit Corporation:

Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390)

Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS 78.403)

Officer's Statement (PURSUANT TO NRS 80.030)

 

TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT

 

4. Effective Date and Time: (Optional)

Date:                                                                                    Time:                                          

(must not be later than 90 days after the certificate is filed)

5. Information Being Changed: (Domestic corporations only)

Changes to takes the following effect:

☒  The entity name has been amended.

☐  The registered agent has been changed. (attach Certificate of Acceptance from new registered agent)

☐  The purpose of the entity has been amended.

☒  The authorized shares have been amended.

☐  The directors, managers or general partners have been amended.

☐  IRS tax language has been added.

☐  Articles have been added.

☐  Articles have been deleted.

☐  Other:

The articles have been amended as follows: (provide article numbers, if available)

 

Articles One is hereby amended by replacing such Article (continued below)

(attach additional page(s) if necessary)

6. Signature:

(Required)

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Chief Executive Officer

Signature of Officer or Authorized Signer

Title

                                                                    

                                                       

Signature of Officer or Authorized Signer

Title

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

Please include any required or optional information in space below:

(attach additional page(s) if necessary)

with the following: The name of the corporation is "TradeFan, Inc."

Article 3 is hereby amended by replacing such Article with the following: The authorized capital stock of the Corporation shall consist of: (i) four hundred and ninety million (490,000,000) shares of common stock having a par value of $0.001 per share, and (ii) ten million (10,000,000) shares of preferred stock having a par value of $0.001 per share. (continued in additional page)

 

 

This form must be accompanied by appropriate fees.

Page 2 of 2

Revised: 1/1/2019

 

 

 

 

Authority is hereby granted to the board of directors of the Corporation to fix by resolution any of the designations, powers, preferences and rights, and any of the qualifications, limitations or restrictions which are permitted by Chapter 78 of the Nevada Revised Statutes with respect of any class or classes of preferred stock or any series of any class of preferred stock of the Corporation (the "Authorized Capital Amendment").

 

As of the close of business on February 26, 2021 or such later date as the Financial Industry Regulatory Authority approves the Forward Split (4:01 p.m. Eastern Daylight Time) (the "Forward Split Date") , each share of common stock issued and outstanding immediately prior to the Forward Split Date (referred to in this paragraph as the "Old Common Stock") automatically and without any action on the part of the holder thereof will be reclassified and changed into three shares of new Common Stock, par value $0.001 per share (referred to in this paragraph as the " New Common Stock"), subject to the treatment of fractional share interests as described below. Each holder of a certificate or certificates that immediately prior to the Forward Split Date represented outstanding shares of Old Common Stock (the "Old Certificates") will be entitled to receive, upon surrender of such Old Certificates to the Corporation for cancellation, a certificate or certificates (the "New Certificates", whether one or more) representing the number of whole shares (rounded up to the nearest whole share) of the New Common Stock into which and for which the shares of the Old Common Stock formerly represented by such Old Certificates so surrendered are reclassified under the terms hereof. From and after the Forward Split Date, Old Certificates shall represent only the right to receive New Certificates pursuant to the provisions hereof. No certificates or scrip representing fractional share interests in New Common Stock will be issued. In lieu of any such fractional shares of New Common Stock, each shareholder with a fractional share will be entitled to receive, upon surrender of Old Certificates to the Corporation for cancellation, a New Certificate representing the number of shares such shareholder would otherwise be entitled to rounded up to the next whole share. If more than one Old Certificates shall be surrendered at one time for the account of the same stockholder , the number of full shares of New Common Stock for which New Certificates shall be issued shall be computed on the basis of the aggregate number of shares represented by the Old Certificates so surrendered. In the event that the Corporation determines that a holder of Old Certificates has not tendered all his , her or its certificates for exchange, the Corporation shall carry forward any fractional shares until all certificates of that holder have been presented for exchange. The Old Certificates surrendered for exchange shall be properly endorsed and otherwise in proper form for transfer. From and after the Forward Split Date , the amount of capital represented by the shares of the New Common Stock into which and for which the shares of the Old Common Stock are reclassified under the terms hereof shall be an amount equal to the product of the number of issued and outstanding shares of New Common Stock and the $0.001 par value of each such share.

 

 

 

 

 

 

SECRETARY OF STATE

 

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STATE OF NEVADA

 

 

NEVADA STATE BUSINESS LICENSE

 

TradeFan, Inc.

 

Nevada Business Identification # NV20171091928

Expiration Date: 02/28/2022

 

In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada State Business License for business activities conducted within the State of Nevada.

 

Valid until the expiration date listed unless suspended, revoked or cancelled in accordance with the provisions in Nevada Revised Statutes. License is not transferable and is not in lieu of any local business license, permit or registration.

 

License must be cancelled on or before its expiration date if business activity ceases. Failure to do so will result in late fees or penalties which, by law, cannot be waived.

 

 

 

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Certificate Number: B202103161511576

You may verify this certificate online at http://www.nvsos.gov

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on 03/16/2021.

 

BC-SIG_SM.JPG

BARBARA K. CEGAVSKE

Secretary of State

 

 

 

 

 

SECRETARY OF STATE

 

EX_238869IMG010.JPG

 

STATE OF NEVADA

 

 

NEVADA STATE BUSINESS LICENSE

 

TradeFan, Inc.

 

Nevada Business Identification # NV20171091928

Expiration Date: 02/28/2022

 

In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada State Business License for business activities conducted within the State of Nevada.

 

Valid until the expiration date listed unless suspended, revoked or cancelled in accordance with the provisions in Nevada Revised Statutes. License is not transferable and is not in lieu of any local business license, permit or registration.

 

License must be cancelled on or before its expiration date if business activity ceases. Failure to do so will result in late fees or penalties which, by law, cannot be waived.

 

 

EX_238869IMG011.JPG

Certificate Number: B202103161511576

You may verify this certificate online at http://www.nvsos.gov

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on 03/16/2021.

 

BC-SIG_SM.JPG

BARBARA K. CEGAVSKE

Secretary of State