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EX-31 - RULE 13A-14(A)/15D-14(A) CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER - Green PolkaDot Box Incex31.htm
EX-32 - SECTION 1350 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER - Green PolkaDot Box Incex32.htm

 

SECURITIES 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, 2011

 

OR

 

¨

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 Registrant as specified in its Charter)

______________________________________

Nevada

52-2325923

(State or other jurisdiction of incorporation)

(IRS Employer Identification No.)


PO Box 15040

Calgary, Alberta


T3H 0N8

(Address of Principal Executive Offices)

(Zip Code)

Issuer's telephone number, including area code:  (403) 719-5401

_______________________________

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

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value

(Title of Class)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

þYes    ¨No 




 




 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer  ¨

Accelerated filer  ¨

Non-accelerated filer  ¨

Smaller Reporting Company  þ


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 ¨Yes    þ No


APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS


Check whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.             ¨Yes    ¨ No


APPLICABLE ONLY TO CORPORATE ISSUERS


As of March 15, 2011, there were 1,144,324 outstanding shares of the issuer's common stock, par value $0.001 per share ("Common Stock"), which is the only class of common stock of the issuer.  




 






Table of Contents

 

PART I    FINANCIAL INFORMATION

F-1

        Consolidated Balance Sheets (unaudited)

F-1

        Consolidated Statements of Operations (unaudited)

F-3

        Consolidated Statements of Cash Flows (unaudited)

F-5

        Notes to the Consolidated Financial Statements (unaudited)

F-7

 

 

 

 

ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

2

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

5

ITEM 4.   CONTROLS AND PROCEDURES

5

 

 

PART II   OTHER INFORMATION

5

ITEM 1.   LEGAL PROCEEDINGS

5

ITEM 1A. RISK FACTORS

5

ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCCEDS

5

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

5

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

6

ITEM 5.   OTHER INFORMATION

6

ITEM 6.   EXHIBITS

6

 

 

SIGNATURES

7




 






 

  

 


VAULT AMERICA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

JANUARY 31, 2011 AND OCTOBER 31, 2010




(Unaudited)

January 31, 2011

October 31, 2010

ASSETS


CURRENT ASSETS

 

 

 

Cash and cash equivalents

 

  $         170,564

         $        164,535

G.S.T and P.S.T. receivable

 

                    401

                          588

Prepaid expenses and other current assets

 

                    210

                          419

TOTAL CURRENT ASSETS

 

             171,175

                   165,542

 

 

 

 

PROPERTY AND EQUIPMENT, net of  

    accumulated depreciation of $9,662 and

    $8,835

 


              

                 1,043


                     

                       1,154

 

 

   

 

OTHER ASSETS

 

 

 

Guaranteed investment Certificate

 

             599,640

                   594,764

 

 

 

 

TOTAL ASSETS

 

   $        771,858

          $       761,460







(Continued)



F - 1





VAULT AMERICA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

JANUARY 31, 2011 AND OCTOBER 31, 2010

 

 

 


(Unaudited)

January 31, 2011October 31, 2010

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

CURRENT LIABILITIES

 

 

 

Accounts payable and accrued expenses

 

  $      24,666

        $      18,081

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

Preferred “A” stock, par value $.001 per share;

  Authorized, 70,000 shares;

  Issued and outstanding, 790 shares at January 31, 2011

      and October 31, 2010

 



               

                10



 

                    10

Preferred “B” stock, par value $.001 per share;

  Authorized, 1,000 shares;

  Issued and outstanding, 1,000 shares at January 31,

      2011 and October 31, 2010

 



                  

                  1




                       1

Common stock, par value $.001 per share;

  Authorized, 50,000,000 shares;

  Issued and outstanding, 1,144,324 shares at January 31,

     2011 and October 31, 2010

 



 

           1,144




                1,144

Paid in capital in excess of par value of stock

 

    3,539,621

         3,539,621

Accumulated deficit

 

  ( 2,921,843)

       ( 2,911,177)

Accumulated other comprehensive income

  (primarily cumulative translation adjustment)

 


       177,259


            162,780

 

 

       796,192

            792,379

Less treasury stock of 2,012,000 shares at January 31, 2011

   and October 31, 2010, at cost

 

  

      ( 49,000)

   

            ( 49,000)

 

 

 

 

TOTAL STOCKHOLDERS’ EQUITY

 

       747,192

             743,379

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

  $   771,858

    $       761,460






See accompanying notes.



F - 2





 

 

VAULT AMERICA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED JANUARY 31, 2011 AND 2010

(UNAUDITED)

 

 

 

 

2011 2010  

 

 

 

 

 

 

TOTAL REVENUES

 

 

 

$              -

$              -

GENERAL AND ADMINISRATIVE EXPENSES

 

 

 


       47,194


       40,017       

(LOSS) FROM CONTINUING OPERATIONS

 

 

 

     ( 47,194)

     ( 40,017)


 

 

 

 

 

OTHER INCOME

 

 

 

 

 

   Income from legal settlement

 

 

 

       33,748

                 -

   Interest Income

 

 

 

         2,780

             511

TOTAL OTHER INCOME

 

 

 

       36,528

             511

 

 

 

 

 

 

(LOSS) FROM OPERATIONS BEFORE CORPORATION INCOME TAXES

 

 

 

     ( 10,666)

     ( 39,506)

CORPORATION INCOME TAXES

 

 

 

                 -

                 -

NET (LOSS)

 

 

 

$   ( 10,666)

$    ( 39,506)

 

 

 

 

 

 

NET (LOSS) FROM OPERATIONS PER

    COMMON SHARE- BASIC AND DILUTED

 

 

 

$         0.00

$        ( 0.03)

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF COMMON

    SHARES OUTSTANDING - BASIC AND DILUTED

 

 

 

   1,144,324

   1,144,324






See accompanying notes.



F - 3





VAULT AMERICA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE THREE MONTHS ENDED JANUARY 31, 2011 AND 2010

(UNAUDITED)





20112010
NET (LOSS)$    ( 10,666)$     ( 39,506)
OTHER COMPREHENSIVE INCOME14,4791,583
   FOREIGN CURRENCY TRANSLATION ADJUSTMENT$ 3,813 $ ( 37,923)
NET COMPREHENSIVE INCOME (LOSS)






See accompanying notes.




F - 4






VAULT AMERICA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED JANUARY 31, 2011 AND 2010

(UNAUDITED)



20112010

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

Net (loss) from operations

 

   $       ( 10,666)

    $         ( 39,506)

Adjustments to reconcile net (loss) to net cash

  provided by operating activities:

 

 

 

       Depreciation

 

                    111

                      170

Changes in operating assets and liabilities:

 

 

               

      G.S.T. and P.S.T. receivable

 

                    187

                      370

      Prepaid expenses and deposits

 

                    209

                      328

      Accounts payable and accrued expenses

 

                 6,585

               ( 10,888)

Net cash (used) by operating activities

 

              ( 3,574)

               ( 49,526)

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

      Purchase of guaranteed investment certificate

 

             ( 4,876)

                         -

Net cash (used) by investing activities

 

             ( 4,876)

                         -

      

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

                        -

                         -

      

 

 

 

EFFECT OF EXCHANGE RATE CHANGES ON CASH

    AND CASH EQUIVALENTS

 

               14,479

                  1,583


NET INCREASE (DECREASE) IN CASH AND CASH

  EQUIVALENTS

 


                 6,029

   

             
 ( 47,943)

CASH AND CASH EQUIVALENTS,

  BEGINNING OF PERIOD

 


             164,535


               839,451

CASH AND CASH EQUIVALENTS,

  END OF PERIOD

 


    $       170,564


      $       791,508

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW

   INFORMATION

 

 

 


CASH PAID DURING THE PERIOD FOR:

 

 

 

 

 

 

 

 Interest

 

       $                  -

     $                   -

 

 

 

 

 Taxes

 

       $                  -

     $                   -

 

 

 

 

 

 

 

 



(Continued)



F - 5






VAULT AMERICA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2011

(UNAUDITED)



1.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Presentation - The interim consolidated financial statements of the Company are condensed and do not include some of the information necessary to obtain a complete understanding of the financial data. Management believes that all adjustments necessary for a fair presentation of results have been included in the unaudited consolidated financial statements for the interim periods presented.  Operating results for the three months ended January 31, 2011 are not necessarily indicative of the results that may be expected for the year ended October 31, 2011.  Accordingly, your attention is directed to the footnote disclosures found in the October 31, 2010 Annual Report and particularly to Note 1, which includes a summary of significant accounting policies.


Nature of Business and History of Company - Vault America, Inc. (hereinafter referred to as the Company) was organized on April 25, 2001, under the laws of the State of Nevada.  The Company operates as a holding company for future acquisitions of subsidiaries.

Foreign Currency Translation - The financial statements of the subsidiary are measured using the Canadian dollar as the functional currency.  Assets, liabilities and equity accounts of the subsidiary are translated at exchange rates as of the balance sheet date.  Revenues and expenses are translated at average rates of exchange in effect during the year.  The resulting cumulative translation adjustments have been recorded as a separate component of stockholders' equity.  The financial statements are presented in United States of America dollars.

Principles of Consolidation - For the three months ended January 31, 2011 and 2010, the Company was consolidated with its wholly-owned subsidiary, Security Bancorp, Inc. (“SBI”).  All material intercompany accounts and transactions have been eliminated.

Cash and Cash Equivalents - For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.


Property and Equipment - Property and equipment are stated at cost.  Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed.  At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts.  Gains or losses from retirements or sales are credited or charged to income.


The Company depreciates the property and equipment on the straight-line method as follows:

 

 

Furniture and fixtures

10 years

Computer equipment

5 years

 

 

Long-Lived Assets - The Company recognizes impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. In such circumstances, those assets are written down to estimated fair value. Long-lived assets consist primarily of fixed assets.






F - 6






VAULT AMERICA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2011

(UNAUDITED)



1.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


Common Stock Issued for Non-Cash Transactions - It is the Company’s policy to value stock issued for non-cash transactions, such as services, at the fair market value of the goods or services received or the consideration granted, whichever is more readily determinable, at the date the transaction is negotiated.

Treasury Stock - The Company intends to hold repurchased shares in Treasury for general corporate purposes, including issuances under the employee stock option plan. The Company accounts for the Treasury stock using the cost method.


Accounting Estimates - Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generally accepted in the United States. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities, and the reported revenues and expenses.  Actual results could vary from the estimates that were used.


Net Income (Loss) Per Share - The Company adopted ASC 260, “Earnings Per Share,” that requires the reporting of both basic and diluted earnings (loss) per share.  Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period.  Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.  In accordance with ASC 260, any anti-dilutive effects on net earnings (loss) per share are excluded.


Concentration of Credit Risk - Financial Instruments


Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable.  The Companies place their temporary cash investments in reputable financial institutions.


2.

LEGAL SETTLEMENT


The Company received $33,748 from previous lawsuits, which includes a settlement in the amount of $24,883, as well as the reimbursement of legal fees for a second lawsuit in the amount of $8,865.


3.

SUBSEQUENT EVENTS


Management has evaluated subsequent events through March 2, 2011, the date which the financial statements were available for issue.  There were no subsequent events related to these financial statements.





F - 8





 

 

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

 

Results of Operations

Vault America, Inc. (herein referred to as the Company) was organized on April 25, 2001, under the laws of the State of Nevada.  The Company operates as a holding company for future acquisitions of subsidiaries.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses.  In consultation with our Board of Directors, we have identified several accounting principles that we believe are key to an understanding of our financial statements.  These important accounting policies require management's most difficult, subjective judgments.

Principles of Consolidation

For the three months ended January 31, 2011 and 2010, the consolidated financial statements include the accounts of Vault America, Inc. and its wholly-owned subsidiary, Security Bancorp, Inc.

All material inter-company accounts and transactions have been eliminated.

Stock Issued for Non-Cash Transactions

It is the Company’s policy to value stock issued for non-cash transactions, such as services, at the fair market value of the goods or services received or the consideration granted, whichever is more readily determinable, at the date the transaction is negotiated.  


Preferred “A” stock that is issued for non-cash transactions, such as services, at the fair market value of the goods or services received or the consideration granted, whichever is more readily determinable, at the date the transaction is negotiated and by applying the conversion feature of one share of preferred “A” stock into 100 shares of common stock.


No new stock was issued for non-cash transactions during the three months ended January 31, 2011 and 2010.


Property and Equipment

Property and equipment are stated at cost.  Major renewals and improvements are charged to the asset accounts while replacements, maintenance, and repairs, which do not improve or extend the lives of the respective assets, are expensed.  At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts.  Gains or losses from retirements or sales are credited or charged to income.

The Company depreciates property and equipment as follows:

Financial statement reporting - straight line method as follows:

 

Furniture and fixtures

10 years

Computer equipment

5 years

 

Income Taxes

Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the financial statements.  Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled as prescribed in ASC 740, Accounting for Income Taxes.  As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.



2





Foreign Currency Translation

The financial statements of our Canadian subsidiary are measured using the Canadian dollar as the functional currency. Assets, liabilities and equity accounts of the companies are translated at exchange rates as of the balance sheet date.  Revenues and expenses are translated at the average rate in effect during the year.  The resulting cumulative translation adjustment has been recorded as a separate component of stockholders' equity.  The financial statements are presented in United States of America dollars.


SELECTED FINANCIAL INFORMATION

 

 

 

Three Months Ended

 

 

 

 

1/31/2011

1/31/2010

Statement of Operations Data:

 

 

 

 

 

Total revenue

 

 

$                  -

$                  -

 

Net (loss)

 

 

$     ( 10,666)

 $      ( 39,506)

 

Net (loss) per share from operations - Basic and Diluted

 

 

$             0.00

$         ( 0.03)

Balance Sheet Data:

 

 

 

 

 

Total assets

 

 

$      771,858

$    793,742

 

Total liabilities

 

 

          24,666

        11,723

 

Stockholders' equity

 

 

$      747,192

$    782,019



Results of Operations

Three months ended January 31, 2011 compared to three months ended January 31, 2010.


Revenues.  There were no revenues from continuing operations for the three months ended January 31, 2011 or 2010.


Cost of Sales and Gross Profit.  There were no costs of sales for the three months ended January 31, 2011 or 2010.

General and Administration Expenses.  We had $47,194 of general and administrative expenses for the three months ended January 31, 2011, which were mainly management and professional fees.  We had general and administrative expenses of $40,017 for the three months ended January 31, 2010, which were mainly professional fees.  

Net Income (Loss).  We had a net loss of $10,666 for the three months ended January 31, 2011, which was primarily due to two legal settlements totaling $33,748, offset by the general and administrative expenses.  We had a net loss of $40,017 for the three months ended January 31, 2010.  

Corporation Income Taxes. Corporation income tax for the three months ended January 31, 2011 and 2010 was $-0-.  No income tax expense was due for the three months ended January 31, 2011 and 2010 due to the operating losses and net operating loss carryforwards.



3




Foreign Currencies.  The key foreign currencies in which we effect transactions are the Canadian dollar and the United States dollar.  For the three months ended January 31, 2011, the average exchange rate was 1.00470 United States dollars to Canadian dollars, compared to the three months ended January 31, 2010 in which the average exchange rate was 1.05440 United States dollars to Canadian dollars.

Capital and Sources of Liquidity.  We currently have no material commitments for capital expenditures and have no material fixed expenses per year.

Working capital is summarized and compared as follows:

 

 

January 31

20112010
Current Assets$   171,175165,542
Current Liabilities24,66618,081
Working capital

$    146,509

$   147,461

 


Our net cash used by operations was $3,574 for the three months ended January 31, 2010.  We had a net loss of $10,666, which included non-cash depreciation in the amount of $111.  We had cash provided by a decrease in G.S.T. and P.S.T receivable in the amount of $187, a decrease in prepaid expenses and deposits of $209, and an increase in accounts payable and accrued expenses of $6,585.

Our net cash used by operations was $49,526 for the three months ended January 31, 2010.  We had a net loss of $39,506, which included non-cash depreciation in the amount of $170.  We also had cash provided by a decrease in G.S.T. and P.S.T. receivable of $370, and a decrease in prepaid expenses and deposits of $328.  This was offset by a decrease in accounts payable and accrued expenses of $10,888.

Our net cash used by investing activities was $4,876 for the three months ended January 31, 2011, which was due to the purchase of a guaranteed investment certificate.  There were no cash flows from investing activities for the three months ended January 31, 2010.

We had no cash flows from financing activities for the three months ended January 31, 2011 and 2010.



4






Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and this Item is not applicable to the Company or we are not required to provide the information required under this item.

Item 4.

Controls and Procedures.

Evaluation of disclosure controls and procedures.

Based on our management’s evaluation (with the participation of our principal executive officer and principal financial officer), as of the end of the period covered by this report, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Changes in internal control over financial reporting.

There were no changes in internal control over our financial reporting that occurred during the three -month period ending January 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



PART II - OTHER INFORMATION



       Item 1.        Legal Proceedings

 

The Company currently has a pending lawsuit against a former employee for the misappropriation or destruction of information that was proprietary to the Company and its business, as well as the breach of his employment contract.  The Company is seeking damages in the amount of $1,250,000.


The Company has successfully defeated a counterclaim which had been advanced by the former employee and Vault America no longer has any liability with respect to such action, however, the action is still pending against the Company’s subsidiary.  The Company is vigorously working on defeating this counterclaim.


Management, based on consultation with its legal counsel, believes that there will not be any liability to the Company from this counterclaim.


      Item 1a.        Risk factors

 

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and this Item is not applicable to the Company or we are not required to provide the information required under this item.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3.

Defaults Upon Senior Securities.

None.



5





Item 4.

Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of security holders during the quarter ended January 31, 2011.


Item 5.

Other Information


No other information required to be disclosed on Form 8-K filed was filed during the quarter.

Item 6.

Exhibits.

 

(A) Exhibits.





 



6




 

 

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Dated:  March 15, 2011


VAULT AMERICA, INC., a Nevada corporation


By:  /s/ Harold F. Schultz________________________


Harold F. Schultz

Chairman of the Board, President, Chief Financial

Officer and Chief Executive Officer



 

 

 


7