VA MA - 1.01 x 3.00
Item 2.01
Completion of Acquisition or Disposition of Assets.
Item 5.01
Changes in Control of Registrant.
On February 2, 2012, Harold Schultz (“Seller’s Representative”), acting as a representative of selling shareholders (collectively, the “Sellers”) of common stock and preferred stock of Vault America, Inc. (the “Company”), and Jeffrey L. Nilsson, acting as a representative of The Green PolkaDot Box, Inc., a Utah corporation (the “Purchaser”), entered into a Common Stock Purchase Agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Sellers agreed to sell (i) 1,044,133 shares of Common Stock of the Company, representing a majority of the 1,144,324 issued and outstanding Common Stock; (ii) 460 shares of Series A Preferred Stock of the Company, representing a majority of the 790 issued and outstanding Series A Preferred Stock; and (iii) 1,000 shares of the Company’s Series B Preferred Stock, representing all issued and outstanding Series B Preferred Stock (the 1,044,133 shares of Common Stock, the 460 shares of Series A Preferred Stock and the 1,000 shares of Series B Preferred Stock, collectively the “Shares”). In exchange for the sale of the Shares to the Purchaser, the Purchaser agreed to pay Two Hundred Eight Thousand Dollars ($280,000) (the “Purchase Price”) to the Sellers.
The Purchaser deposited Twenty Five Thousand Dollars ($25,000) (the “Deposit”) with the Escrow Agent, as defined in the Purchase Agreement, which Deposit shall become non-refundable ten days after the signing of the Purchase Agreement. The Purchaser agreed to deposit the balance of the Purchase Price on or before February 17, 2012 and the Closing will take place contemporaneously with such payment. In the event the Purchaser requires an extension of time through February 29, 2012, the Purchaser must inform the Sellers of the same in writing and wire an additional Twenty Five Thousand Dollars ($25,000) (the “Deposit Extension Fee”). In the event the balance of the Purchase Price is not timely made, the Sellers, may at their discretion, cancel the Purchase Agreement.
$1.2500 500 OBB 09:44:42
$0.6000 2,500 OBB 02/13
$0.6000 700 OBB 02/13
$0.6000 2,300 OBB 02/13
$0.4000 2,300 OBB 02/10
$0.5100 1,004 OTO 08/04
$0.5500 2,500 OTO 08/04
$0.7500 230 OTO 06/22
$0.7500 200 OTO 05/16
$1.0100 100 OTO 04/25
$1.0100 100 OTO 04/21
$0.7500 3,600 OTO 04/15
$1.0100 500 OBB 02/07
$1.1000 234 OBB 01/31
$1.1000 500 OBB 01/27
$1.1000 500 OBB 01/27
$4.0000 500 OBB 01/27
$1.0100 2,267 OBB 01/26
$0.7500 2,500 OBB 01/26
$0.7500 1,500 OBB 01/26
$0.5050 2,976 OBB 01/26
$0.5050 200 OBB 01/21
$0.1010 100 OBB 12/30
$0.1010 100 OBB 12/27
$0.1010 410 OBB 11/03
$0.1010 101 OBB 08/03
$0.1010 5,000 OBB 06/24
$0.5050 5,000 OBB 06/24
$0.0110 2,976 OBB 03/30
$0.0210 1,156 OBB 02/25
