GPDB / Green PolkaDot Box Incorporated - Документы SEC, Годовой отчет, Доверенное заявление

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - GREEN POLKADOT BOX INCORPORATED - 8K

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): July 17, 2012 GREEN POLKADOT BOX INCORPORATED (Exact name of registrant as specified in its charter) Nevada 000-54367 52-2325923 (State or Other Jurisdiction of Incorporation) (Commis

- GREEN POLKADOT BOX INC. 15-12G

FG - Filed by Filing Services Canada Inc. (403) 717-3898 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-54637 GREEN PO

Form of Subscription Agreement

SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the last date set forth on the signature page hereof betweenGreen PolkaDot Box Incorporated, a Nevadacorporation(the “Company”) and the undersigned (the “Subscriber”).

Quarterly Report - GREEN POLKADOT BOX INCORPORATED - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 March 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54637 Green Polk

Form of Subscription Agreement Warrant

EXHIBIT A FORM OF WARRANT NEITHER THIS SECURITY NOR ANY SECURITIES WHICH MAY BE ISSUED UPON EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED WITH THE U.

Form of Note Purchase Agreement Warrant

NEITHER THIS SECURITY NOR ANY SECURITIES WHICH MAY BE ISSUED UPON EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED WITH THE U.

Form of 8% Convertible Promissory Note

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATE

Form of Note Purchase Agreement

NOTE PURCHASE AGREEMENT This Note Purchase Agreement (the “Agreement”) dated as of May , 2012, by and among Green PolkaDot Box Incorporated, a Nevada corporation (the “Company”), and the purchaser identified on the signature pages hereto (the “Purchaser”).

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - GREEN POLKADOT BOX INCORPORATED - 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 29, 2012 GREEN POLKADOT BOX INCORPORATED (Exact name of registrant as specified in its charter) Nevada 000-54637 52-2325923 (State or Other Jurisdiction o

VAULT AMERICA, INC. PRO FORMA UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

VAULT AMERICA, INC. PRO FORMA UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma consolidated financial statements give effect to the reverse acquisition of The Green PolkaDot Box, Inc, (“GPDB”) by Vault America, Inc., (“Vault” and the “Company”) through its wholly owned subsidiary Green PD Acquisitions, Inc. and are based on estimates and assumptions set forth herein an

-

PG - Filed by Filing Services Canada Inc. (403) 717-3898 Green PolkaDot Box Incorporated 629 E. Quality Drive, Suite 103 American Fork, UT 84003 June 7, 2012 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-5010 Attn: Charles Lee and Robyn Manuel Re: Green Polkadot Box Incorproated (f/k/a Vault America, Inc.) Form 8-K Filed March 6, 2012

- GREEN POLKADOT BOX INCORPORATED - NT 10-Q

FG - Filed by Filing Services Canada Inc. (403) 717-3898 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 333-74928 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 11-K ¨ Form 20-F ý Form 10-Q ¨ Form N-SAR For Period Ended: March 31, 2012 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Repor

Form of Reward Membership Agreement

REWARD MEMBER APPLICATION AND AGREEMENT THIS REWARD MEMBER APPLICATION AND AGREEMENT (this “Agreement”) is a legal agreement between the undersigned (the “Reward Member”) and The Green PolkaDot Box LLC, a Utah limited liability company (the “Company”), effective as of the date that the Company executes and confirms its acceptance of this Agreement after the submission of this Agreement by the Reward Member to the Company and the payment by the Reward Member of the “Membership Fee,” as defined below.

Form of 12% Convertible Promissory Note Subscription Agreement

EX-10.9 5 ex109.htm FORM OF 12% CONVERTIBLE PROMISSORY NOTE SUBSCRIPTION AGREEMENT The securities you are acquiring hereby from THE GREEN POLKADOT BOX LLC through this Subscription Agreement have not been registered under the Securities Act of 1933 or the securities laws of any state or other jurisdiction. There are further restrictions on the transferability of these securities described herein.

VAULT AMERICA, INC. PRO FORMA UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

VAULT AMERICA, INC. PRO FORMA UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma consolidated financial statements give effect to the reverse acquisition of The Green PolkaDot Box, Inc, (“GPDB”) by Vault America, Inc., (“Vault” and the “Company”) through its wholly owned subsidiary Green PD Acquisitions, Inc. and are based on estimates and assumptions set forth herein an

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - 8K/A FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 29, 2012 GREEN POLKADOT BOX INCORPORATED (Exact name of registrant as specified in its charter) Nevada 000-54637 52-2325923 (State or Other Jurisdiction o

Form of Trust Membership Agreement

TRUST MEMBER APPLICATION AND AGREEMENT THIS TRUST MEMBER APPLICATION AND AGREEMENT (this “Agreement”) is a legal agreement between the undersigned (the “Trust Member”) and The Green PolkaDot Box LLC, a Utah limited liability company (the “Company”), effective as of the date that the Company executes and confirms its acceptance of this Agreement after the submission of this Agreement by the Trust Member to the Company and the payment by the Trust Member of the “Trust Member Fee,” as defined below.

Form of Club Membership Agreement

CLUB MEMBER APPLICATION AND AGREEMENT THIS CLUB MEMBER APPLICATION AND AGREEMENT (this “Agreement”) is a legal agreement between the undersigned (the “Club Member”) and The Green PolkaDot Box LLC, a Utah limited liability company (the “Company”), effective as of the date that the Company executes and confirms its acceptance of this Agreement after the submission of this Agreement by the Club Member to the Company and the payment by the Club Member of the “Membership Fee,” as defined below.

Subsidiaries of the Company

FG Filed by Filing Services Canada Inc. - (403) 717-3898 Exhibit 21.1 Subsidiaries of the Registrant Subsidiary Name Jurisdiction The Green PolkaDot Box, Inc. Utah

-

May 11, 2012 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

-

MD - Filed by Filing Services Canada Inc. (403) 717-3898 SICHENZIA ROSS FRIEDMAN FERENCE LLP 61 Broadway, 32nd Floor New York, New York 10006 (212) 930-9700 May 2, 2012 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-5010 Attn: Charles Lee Re: Green Polkadot Box Incorproated (f/k/a Vault America, Inc.) Form 8-K Filed March 6, 2

Common Stock Purchase Warrant

MD - Filed by Filing Services Canada Inc. (403) 717-3898 NEITHER THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR

Security Agreement

SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”) is entered into as of April 9, 2012 by and between GREEN POLKADOT BOX INCORPORATED, a Nevada corporation whose address is 629 East Quality Drive, Suite 103, American Fork, Utah 84003 (hereinafter referred to as “Debtor”), and WILLIAM ROBERTS, whose address is 6529 79th Place, Cabin John, Maryland 20818 (hereinafter referred to as “Secured Party”).

Convertible Promissory Note and Loan Agreement

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATE

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - GREEN POLKADOT BOX INC. - FORM 8K

MD - Filed by Filing Services Canada Inc. (403) 717-3898 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 9, 2012 GREEN POLKADOT BOX INCORPORATED (Exact name of registrant as specified in its charter) Nevada 333-74928 52-23259

-

MD - Filed by Filing Services Canada Inc. (403) 717-3898 SICHENZIA ROSS FRIEDMAN FERENCE LLP 61 Broadway, 32nd Floor New York, New York 10006 (212) 930-9700 April 11, 2012 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-5010 Attn: Charles Lee Re: Vault America, Inc. Form 8-K Filed March 6, 2012 Form 10-Q for Fiscal Quarter Ende

- GREEN POLKADOT BOX INCORPORATED - FORM 8A

MD - Filed by Filing Services Canada Inc. (403) 717-3898 Securities and Exchange Commission Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Green PolkaDot Box Incorporated (Exact name of registrant as specified in its charter) Nevada 52-2325923 (State of incorporation or organization) (IRS E

/K M??TP79.^S0:PT[0I#C0.+=*]5M$W=2=NGD[=/+=UP7O"Z^G>V"IO?W]^^CJ) M'6X5__]!+](E`IHC<=)X,XS.-QAPS^790?@@T0CL$\$&$'A*@5%O^7&3AUZJ MVPJ_KK2#[?[O_O[OZ^J^NV

begin 644 ex991.pdf M)5!$1BTQ+C<-)>+CS],-"C,R(#`@;V)J#3P\+TQI;F5A7!E+T-A=&%L;V<^/@UE;F1O8FH-,S0@,"!O8FH-/#PO M0V]N=&5N=',@,S4@,"!2+T-R;W!";WA;,"`P(#8Q,B`W.3)=+TUE9&EA0F]X M6S`@,"`V,3(@-SDR72]087)E;G0@,S`@,"!2+U)E7!E+T]B M:E-T;3X^<''3]\Q-3$]UB@4(,``H^`3R#0IE M;F1S=')E86T-96YD;V)J#3,W(#`@;V)J#3P\+T)I='-097)#;VUP;VYE;G0@ M,2]#;VQO3F1P8B?"V:!80\C'V.M[PMDA\?R0\LF+&/ M("YE\LY2AHH>/[ULD/QY,?LCNAWHF/QW].N

Articles of Merger

EX-99.1 2 ex991.htm ARTICLES OF MERGER

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - GREEN POLKADOT BOX INCORPORATED - FORM 8K

MD - Filed by Filing Services Canada Inc. (403) 717-3898 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 26, 2012 GREEN POLKADOT BOX INCORPORATED (Exact name of registrant as specified in its charter) Nevada 333-74928 52-2325

Letter from Weaver Martin & Samyn, LLC

March 14, 2012 U.S. Securities and Exchange Commission Office of the Chief Accountant 450 Fifth Street, NW Washington, DC 20549 RE: Vault America, Inc. File No. 333-74928 Change in Certifying Accountant Dear Sir or Madam: The firm of Weaver Martin & Samyn, LLC was previously principal certifying accountant for Vault, Inc. (the “Company”) and reported on the financial statements of the Company for

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - VAULT AMERICA, INC. - FORM 8K

MD - Filed by Filing Services Canada Inc. (403) 717-3898 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 14, 2012 VAULT AMERICA, INC. (Exact name of registrant as specified in its charter) Nevada 333-74928 52-2325923 (State o

Quarterly Report - VAULT AMERICA, INC. - FORM 10Q

ECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2012 OR o 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. 333-74928 VAULT AMERICA, INC. (Exact Name of Reg

Subsidiaries of the Company

MD - Filed by Filing Services Canada Inc. (403) 717-3898 Exhibit 21.1 Subsidiaries of the Registrant Security Bancorp Inc., a Canadian corporation (active)

VAULT AMERICA, INC. PRO FORMA UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

VAULT AMERICA, INC. PRO FORMA UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma consolidated financial statements give effect to the reverse acquisition of The Green PolkaDot Box, Inc, (“GPDB”) by Vault America, Inc., (“Vault” and the “Company”) through its wholly owned subsidiary Green PD Acquisitions, Inc. and are based on estimates and assumptions set forth herein an

Form of Subscription Agreement

EXHIBIT B SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the last date set forth on the signature page hereof between Green PolkaDot Box, Inc.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - VAULT AMERICA, INC. - FORM 8K

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): February 29, 2012 VAULT AMERICA, INC. (Exact name of registrant as specified in its charter) Nevada 333-74928 52-2325923 (State or Other Jurisdiction of Incorporation) (Commission Fil

Form of Promissory Note (GPDB)

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATE

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER is made as of the 29th day of February, 2012 AMONG: VAULT AMERICA, INC.

Form of Subscription Agreement (GPDB)

SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this “Agreement” or “Subscription Agreement”) made as of the last date set forth on the signature page hereof between The Green PolkaDot Box, Inc.

Form of Warrant

EXHIBIT C FORM OF WARRANT NEITHER THIS SECURITY NOR ANY SECURITIES WHICH MAY BE ISSUED UPON EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED WITH THE U.

Changes in Control of Registrant, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - VAULT AMERICA, INC. - FORM 8K

MD - Filed by Filing Services Canada Inc. (403) 717-3898 UNITED STATESSECURITIES 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): February 2, 2012 VAULT AMERICA, INC. (Exact name of registrant as specified in its charter) Nevada 333-74928 52-2325923 (State

COMMON STOCK PURCHASE AGREEMENT

COMMON STOCK PURCHASE AGREEMENT This Agreement (the “Agreement”) made 2nd day of February 2012, by and between Harold Schultz (“Sellers’ Representative”), who represents each of the persons listed on Exhibit A (collectively, the “Sellers”) and Jeffrey L.

Annual Report - VAULT AMERICA, INC. - FORM 10K

MD - Filed by Filing Services Canada Inc. (403) 717-3898 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from to

Subsidiaries of the Company.

MD - Filed by Filing Services Canada Inc. (403) 717-3898 Exhibit 21.1 Subsidiaries of the Registrant Security Bancorp Inc., a Canadian corporation (active)

Consent of Independent Registered Public Accounting Firm

MD - Filed by Filing Services Canada Inc. (403) 717-3898 EXHIBIT-99.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the use of our report dated January 13, 2012, with respect to the consolidated balance sheet of Vault America, Inc. for the fiscal year ended October 31, 2011 and the related consolidated statements of operations, stockholders’ equity and cash flows fo