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EX-31.1 - SECTION 302 CERTIFICATION - Independence Energy Corp.ex31-1.txt
EX-32.1 - SECTION 906 CERTIFICATION - Independence Energy Corp.ex32-1.txt

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the quarterly period ended April 30, 2011

                                       or

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the transition period from _____________ to _____________

                        Commission File Number 000-54323


                            Independence Energy Corp.
             (Exact name of registrant as specified in its charter)

           Nevada                                           20-3866475
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

 445, 708 - 11th Avenue SW, Calgary, AB                       T2R 0E4
(Address of principal executive offices)                    (Zip Code)

                                  (403) 266-4141
              (Registrant's telephone number, including area code)

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. [X] YES [ ] NO

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). [ ] YES [ ] NO

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

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act [X] YES [ ] 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 Sections 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

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

24,000,000 common shares issued and outstanding as of June 13, 2011

ITEM 1. FINANCIAL STATEMENTS INDEPENDENCE ENERGY CORP. (An Exploration Stage Company) Balance Sheets -------------------------------------------------------------------------------- As of As of April 30, January 31, 2011 2011 -------- -------- (Unaudited) ASSETS CURRENT ASSETS Cash $ 1,016 $ 1,311 -------- -------- TOTAL CURRENT ASSETS 1,016 1,311 -------- -------- TOTAL ASSETS $ 1,016 $ 1,311 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts Payable $ 5,000 $ 5,320 Due to Related Party 50 425 Loan Payable to Director 23,000 18,000 -------- -------- TOTAL CURRENT LIABILITIES 28,050 23,745 -------- -------- TOTAL LIABILITIES 28,050 23,745 STOCKHOLDERS' EQUITY (DEFICIT) Common stock, ($0.001 par value, 75,000,000 shares authorized; 24,000,000 shares issued and outstanding as of April 30, 2011 and January 31, 2011) 24,000 24,000 Additional paid-in capital 36,000 36,000 Deficit accumulated during exploration stage (87,034) (82,434) -------- -------- TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (27,034) (22,434) -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 1,016 $ 1,311 ======== ======== See Notes to Financial Statements 2
INDEPENDENCE ENERGY CORP. (An Exploration Stage Company) Statements of Operations (Unaudited) -------------------------------------------------------------------------------- November 30, 2005 Three Months Three Months (inception) Ended Ended through April 30, April 30, April 30, 2011 2010 2011 ------------ ------------ ------------ REVENUES Revenues $ -- $ -- $ -- ------------ ------------ ------------ TOTAL REVENUES -- -- -- OPERATING COSTS Administrative Expenses 600 995 32,807 Professional fees 4,000 4,000 54,324 ------------ ------------ ------------ TOTAL OPERATING COSTS 4,600 4,995 87,131 OTHER INCOME (EXPENSES) Gain from currency exchange -- -- 97 ------------ ------------ ------------ TOTAL OTHER INCOME -- -- 97 ------------ ------------ ------------ NET INCOME (LOSS) $ (4,600) $ (4,995) $ (87,034) ============ ============ ============ BASIC AND DILUTED EARNINGS (LOSS) PER SHARE $ (0.00) $ (0.00) ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 24,000,000 24,000,000 ============ ============ See Notes to Financial Statements 3
INDEPENDENCE ENERGY CORP. (An Exploration Stage Company) Statements of Cash Flows (Unaudited) -------------------------------------------------------------------------------- November 30, 2005 Three Months Three Months (inception) Ended Ended through April 30, April 30, April 30, 2011 2010 2011 -------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (4,600) $ (4,995) $(87,034) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Changes in operating assets and liabilities: Increase (decrease) in Accounts Payable (320) 2,620 5,000 Increase (decrease) in Due to Related Party (375) 375 50 -------- -------- -------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (5,295) (2,000) (81,984) CASH FLOWS FROM INVESTING ACTIVITIES NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- -- CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in Loan Payable to Director 5,000 -- 23,000 Issuance of common stock -- -- 24,000 Additional paid-in capital -- -- 36,000 -------- -------- -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 5,000 -- 83,000 -------- -------- -------- NET INCREASE (DECREASE) IN CASH (295) (2,000) 1,016 CASH AT BEGINNING OF PERIOD 1,311 3,081 -- -------- -------- -------- CASH AT END OF PERIOD $ 1,016 $ 1,081 $ 1,016 ======== ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during period for: Interest $ -- $ -- $ -- ======== ======== ======== Income Taxes $ -- $ -- $ -- ======== ======== ======== See Notes to Financial Statements 4
INDEPENDENCE ENERGY CORP. (An Exploration Stage Company) Notes to Financial Statements (Unaudited) April 30, 2011 -------------------------------------------------------------------------------- NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Independence Energy Corp. (formerly Oliver Creek Resources Inc., the "Company") was incorporated under the laws of the State of Nevada on November 30, 2005. The Company was formed to engage in the acquisition, exploration and development of natural resource properties. The Company is in the exploration stage. Its activities to date have been limited to capital formation, organization and development of its business plan. The Company has completed the initial phase of its exploration program. BASIS OF PRESENTATION Interim Financial Statements The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months period ended April 30, 2011 is not necessarily indicative of the results that may be expected for the year ending January 31, 2012. For further information, refer to the financial statements and footnotes thereto included in our Form 10-K Report for the fiscal year ended January 31, 2011. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. BASIS OF ACCOUNTING The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a January 31, year-end. B. BASIC NET LOSS PER SHARE Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company. 5
INDEPENDENCE ENERGY CORP. (An Exploration Stage Company) Notes to Financial Statements (Unaudited) April 30, 2011 -------------------------------------------------------------------------------- NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) C. CASH EQUIVALENTS The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. D. USE OF ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. E. INCOME TAXES Income taxes are provided in accordance with ASC 740, INCOME TAXES. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. F. REVENUE The Company records revenue on the accrual basis when all goods and services have been performed and delivered, the amounts are readily determinable, and collection is reasonably assured. The Company has not generated any revenue since its inception. G. ADVERTISING The Company will expense its advertising when incurred. There has been no advertising since inception. 6
INDEPENDENCE ENERGY CORP. (An Exploration Stage Company) Notes to Financial Statements (Unaudited) April 30, 2011 -------------------------------------------------------------------------------- NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) H. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS The Company has evaluated all the recent accounting pronouncements through the date the financial statements were issued and filed with the Securities and Exchange Commission and believe that none of them will have a material effect on the company's financial statements. NOTE 3. GOING CONCERN The accompanying financial statements are presented on a going concern basis. The Company had no operations during the period from November 30, 2005 (inception) to April 30, 2011 and generated a net loss of $87,034. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company is currently in the exploration stage and has minimal expenses. It currently has a cash balance of $1,016 which is insufficient to cover the expenses they will incur during the next twelve months. NOTE 4. RELATED PARTY TRANSACTIONS The Company neither owns nor leases any real or personal property. From February 1, 2010 onwards has paid $125 per month for use of office space and services. As of April 30, 2011, unpaid rental is $50. Bruce Thomson, sole officer and director of the Company is involved in other business activities and may, in the future, become involved in other business opportunities as they become available, he may face a conflict in selecting between the Company and his other business interests. The Company has not formulated a policy for the resolution of such conflicts. As of April 30, 2011, there is a loan payable due to Bruce Thomson for $23,000, with no specific repayment terms. NOTE 5. INCOME TAXES As of April 30, 2011 -------------------- Deferred tax assets: Net operating tax carryforwards $ 29,592 Other 0 -------- Gross deferred tax assets 29,592 Valuation allowance (29,592) -------- Net deferred tax assets $ 0 ======== 7
INDEPENDENCE ENERGY CORP. (An Exploration Stage Company) Notes to Financial Statements (Unaudited) April 30, 2011 -------------------------------------------------------------------------------- NOTE 5. INCOME TAXES (CONTINUED) Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. NOTE 6. NET OPERATING LOSSES As of April 30, 2011, the Company has net operating loss carryforwards of approximately $87,034. Net operating loss carryforwards expire twenty years from the date the loss was incurred. NOTE 7. STOCK TRANSACTIONS Transactions, other than employees' stock issuance, are in accordance with paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair value of the consideration received. Transactions with employees' stock issuance are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable. On November 30, 2005 the Company issued a total of 12,000,000 shares of common stock to one director for cash in the amount of $10,000. On June 12, 2006 the Company issued 12,000,000 units from the Company's registered SB-2 offering reflecting 12,000,000 shares of common stock. On August 12, 2008 the Company effected a 12 for 1 forward split of its issued and outstanding share capital such that every one share of common stock issued and outstanding prior to the split was exchanged for twelve post-split shares of common stock. The number of shares referred to in the previous paragraphs is post-split number of shares. The Company's post-split authorized capital remains unchanged at 75,000,000 shares of common stock with a par value of $0.001 per share. All share amounts have been retroactively adjusted for all periods presented. As of April 30, 2011 the Company had 24,000,000 shares of common stock issued and outstanding. NOTE 8. STOCKHOLDERS' EQUITY The stockholders' equity section of the Company contains the following class of capital stock as of April 30, 2011: Common stock, $ 0.001 par value: 75,000,000 shares authorized; 24,000,000 shares issued and outstanding. 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION FORWARD-LOOKING STATEMENTS This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. Our unaudited financial statements are stated in United States dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report. In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "common shares" refer to the common shares in our capital stock. As used in this quarterly report, the terms "we", "us", "our", "our company" and "Independence Energy" mean Independence Energy Corp., unless otherwise stated. GENERAL OVERVIEW We were incorporated in the State of Nevada on November 30, 2005 under the name "Oliver Creek Resources Inc.". At inception, we were an exploration stage company engaged in the acquisition, exploration and development of natural resource properties. We have had one resource property to date known as the Thistle Claim located in British Columbia, Canada. During the quarter ended October 31, 2008, we completed our Phase I exploration program on our Thistle Claim which consisted of conducting detailed geological mapping of all roads within and buttressing the claims and silt sampling of every drainage or draw. Based on the information available to us from our Phase I exploration program, we determined that the Thistle Claim did not, in all likelihood, contain a commercially viable mineral deposit, and we therefore abandoned any further exploration on the property. As a result, we are investigating several other business opportunities to enhance shareholder value, and are focused on the oil and gas industry with the acquisition of oil and natural gas assets both in Canada and the United States. These consist of natural gas production and oils sands exploration in Canada and off-shore exploration in the Texas Gulf area of the Unites States. Subject to completing due diligence and funding sources being available we intend to pursue business opportunities in the oil and gas business. We will require additional funding to proceed. We cannot provide investors with any assurance that we will be able to raise sufficient funds to fund any work in the oil and gas business. Effective August 12, 2008, we affected a 12 for one forward stock split of our issued and outstanding common stock. As a result, our authorized capital remains at 75,000,000 shares of common stock with a par value of $0.001 and our issued 9
and outstanding shares increased from 2,000,000 shares of common stock to 24,000,000 shares of common stock. RESULTS OF OPERATIONS THREE MONTH SUMMARY ENDING APRIL 30, 2011 AND 2010 Three Months Ended April 30, 2011 2010 -------- -------- Revenue $ Nil $ Nil Operating Expenses $ 4,600 $ 4,995 Net Loss $ 4,600 $ 4,995 EXPENSES Our operating expenses for the three month periods ended April 30, 2011 and 2010 are outlined in the table below: Three Months Ended April 30, 2011 2010 -------- -------- General and administrative $ 600 $ 995 Professional fees $ 4,000 $ 4,000 REVENUE We have not earned any revenues since our inception and we do not anticipate earning revenues in the upcoming quarter. EQUITY COMPENSATION We currently do not have any stock option or equity compensation plans or arrangements. LIQUIDITY AND FINANCIAL CONDITION WORKING CAPITAL At At Percentage April 30, January 31, Increase/ 2011 2011 Decrease -------- -------- -------- Current Assets $ 1,016 $ 1,311 -31% Current Liabilities $ 28,050 $ 23,745 +18% Working Capital (deficit) $(27,034) $(22,434) +21% CASH FLOWS Three Months Three Months Ended Ended April 30, April 30, 2011 2010 -------- -------- Net Cash Used in Operating Activities $ (5,295) $ (2,000) Net Cash Provided by Investing Activities $ 0 $ 0 Net Cash Provided by Financing Activities $ 5,000 $ -- DECREASE IN CASH DURING THE PERIOD $ (295) $ (2,000) 10
We have generated no revenue since inception and have incurred $87,034 in expenses through April 30, 2011. We had a net loss of $4,600 and $4,995 for the three months ended April 30, 2011 and 2010, respectively. These expenses consisted of professional fees and administrative expenses. Our cash in the bank at April 30, 2011 was $1,016. At the same time our outstanding liabilities were $28,050. Cash provided by financing activities since inception is as follows: 1. On November 30, 2005, a total of 1,000,000 shares of Common Stock were issued to Mr. Thomson, a director, in exchange for cash in the amount of $10,000, or $.01 per share. 2. During the months of April - June, 2006 1,000,000 units from the Company's registered SB-2 offering were sold reflecting 1,000,000 units of common stock at issued price $0.05 per unit for a total of $50,000. Each unit consisted of one share and one share purchase warrant. Each share purchase warrant was valid for a period of two years from the date of the prospectus, expiring on March 22, 2008. None of the warrants were exercised prior to expiration. 3. Effective August 12, 2008, we affected a 12 for one forward stock split of our issued and outstanding common stock. As a result, our authorized capital remains at 75,000,000 shares of common stock with a par value of $0.001 and our issued and outstanding shares increased from 2,000,000 shares of common stock to 24,000,000 shares of common stock. GOING CONCERN We are an exploration stage company and currently have no operations. Our independent auditor has issued an audit opinion for the company which includes a statement expressing substantial doubt as to our ability to continue as a going concern. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders. ITEM 4T. CONTROLS AND PROCEDURES We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the SECURITIES EXCHANGE ACT OF 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal accounting and financial officer (our president) to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission 11
reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared. Additionally, there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest. ITEM 1A. RISK FACTORS Much of the information included in this quarterly report includes or is based upon estimates, projections or other forward looking statements. Such forward looking statements include any projections and estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Such estimates, projections or other forward looking statements involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward looking statements. WE HAVE HAD NEGATIVE CASH FLOWS FROM OPERATIONS AND IF WE ARE NOT ABLE TO OBTAIN FURTHER FINANCING, OUR BUSINESS OPERATIONS MAY FAIL. We had cash in the amount of $1,016 as of April 30, 2011. We do not have sufficient funds to independently finance the acquisition and development of prospective oil and gas properties, nor do we have the funds to independently finance our daily operating costs. We do not expect to generate any revenues for the foreseeable future. Accordingly, we will require additional funds, either from equity or debt financing, to maintain our daily operations and to locate, acquire and develop a prospective property. Obtaining additional financing is subject to a number of factors, including market prices for oil and gas, investor acceptance of any property we may acquire in the future, and investor sentiment. Financing, therefore, may not be available on acceptable terms, if at all. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital, however, will result in dilution to existing shareholders. If we are unable to raise additional funds when required, we may be forced to delay our plan of operation and our entire business may fail. WE CURRENTLY DO NOT GENERATE REVENUES, AND AS A RESULT, WE FACE A HIGH RISK OF BUSINESS FAILURE. We do not hold an interest in any business or revenue generating property. We are currently focusing on the location and acquisition of oil and gas properties. We have not generated any revenues to date. In order to generate revenues, we will incur substantial expenses in the location, acquisition and development of a prospective property. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from our activities, our entire business may fail. There is no history upon which to base any assumption as to the likelihood that we will be successful in our plan of operation, and we can provide no assurance to investors that we will generate any operating revenues or achieve profitable operations. 12
DUE TO THE SPECULATIVE NATURE OF THE EXPLORATION OF OIL AND GAS PROPERTIES, THERE IS SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL. The business of oil and gas exploration and development is highly speculative involving substantial risk. There is generally no way to recover any funds expended on a particular property unless reserves are established and unless we can exploit such reserves in an economic manner. We can provide investors with no assurance that any property interest that we may acquire will provide commercially exploitable reserves. Any expenditure by our company in connection with locating, acquiring and developing an interest in an oil and gas property may not provide or contain commercial quantities of reserves. EVEN IF WE DISCOVER COMMERCIAL RESERVES, WE MAY NOT BE ABLE TO SUCCESSFULLY OBTAIN COMMERCIAL PRODUCTION. Even if we are successful in acquiring an interest in a property that has proven commercial reserves of oil and gas, we will require significant additional funds in order to place the property into commercial production. We can provide no assurance to investors that we will be able to obtain the financing necessary to extract such reserves. IF WE ARE UNABLE TO HIRE AND RETAIN KEY PERSONNEL, WE MAY NOT BE ABLE TO IMPLEMENT OUR PLAN OF OPERATION AND OUR BUSINESS MAY FAIL. Our success will be largely dependent on our ability to hire and retain highly qualified personnel. This is particularly true in the highly technical businesses of oil and gas exploration. These individuals may be in high demand and we may not be able to attract the staff we need. In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel, or we may fail to retain such employees after they are hired. At present, we have not hired any key personnel. Our failure to hire key personnel when needed will have a significant negative effect on our business. OUR COMMON STOCK IS ILLIQUID AND SHAREHOLDERS MAY BE UNABLE TO SELL THEIR SHARES. There is currently a limited market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our shareholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their investment. Public announcements regarding our company, changes in government regulations, conditions in our market segment or changes in earnings estimates by analysts may cause the price of our common shares to fluctuate substantially. In addition, stock prices for junior oil and gas companies fluctuate widely for reasons that may be unrelated to their operating results. These fluctuations may adversely affect the trading price of our common shares. PENNY STOCK RULES WILL LIMIT THE ABILITY OF OUR STOCKHOLDERS TO SELL THEIR STOCK. The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in 13
writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock. THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, OR FINRA, HAS ADOPTED SALES PRACTICE REQUIREMENTS WHICH MAY ALSO LIMIT A SHAREHOLDER'S ABILITY TO BUY AND SELL OUR STOCK. In addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for its shares. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS The following exhibits are included with this quarterly filing. Exhibit Number Description ------ ----------- (3) ARTICLES OF INCORPORATION AND BYLAWS 3.1 Articles of Incorporation (incorporated by reference to our registration statement on form SB-2 filed on March 7, 2006). 3.2 Bylaws (incorporated by reference to our registration statement on form SB-2 filed on March 7, 2006). 3.3 Certificate of Change filed with the Secretary of State of Nevada (incorporated by reference from our Current Report on Form 8-K filed on August 14, 2008). 14
3.4 Certificate of Amendment filed with the Secretary of State of Nevada (incorporated by reference from our Current Report on Form 8-K filed on August 14, 2008). (31) SECTION 302 CERTIFICATIONS 31.1* Section 302 Certification of Principal Executive Officer and Principal Financial Officer. (32) SECTION 906 CERTIFICATION 32.1* Section 906 Certification of Principal Executive Officer and Principal Financial Officer. ---------- * filed herewith SIGNATURES Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. June 13, 2011 Independence Energy Corp., Registrant By: /s/ Bruce Thomson -------------------------------------------------- Bruce Thomson, President, Chief Executive Officer, Principal Accounting Officer, and Chief Financial Officer In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. June 13, 2011 Independence Energy Corp., Registrant By: /s/ Bruce Thomson -------------------------------------------------- Bruce Thomson, President, Chief Executive Officer, Principal Accounting Officer, and Chief Financial Officer 1