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 22, 2012
INDEPENDENCE ENERGY CORP.
(Exact name of registrant as specified in its charter)
Nevada 000-54323 20-3866475
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3020 Old Ranch Parkway, Suite 300, Seal Beach, CA 90740
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (562) 799-5588
445, 708 - 11th Avenue, SW, Calgary, AB
(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))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
Effective February 22, 2012, Bruce A. Thomson resigned as president, secretary,
treasurer, chief executive officer, chief financial officer and as director of
our company. Mr. Thomson's resignation was not the result of any disagreements
with our company regarding our operations, policies, practices or otherwise.
Also effective February 22, 2012, we decreased the number of directors on our
board of directors to one (1).
GREGORY C. ROTELLI
Gregory C. Rotelli has been a member to our company's board of directors since
November 30, 2011.
Mr. Rotelli has held leading positions in both technology start-ups as well as
with established public companies. He has also been senior vice president of
Marketing for such companies as USSearch.com, a search engine technology
company, and System Integrators (Sii), one of the largest computer
hardware/software companies for major newspapers including Financial Times of
London, Los Angeles Times, Le Monde of Paris, Oftenposten of Norway and many
more publications worldwide. He has over 25 years experience in senior
management for both public and early-stage private companies, including former
Chief Operating Officer for Direct Stock Market, an online investment bank for
emerging growth venture capital financing.
From July 2009 to July 2010, Mr. Rotelli was the president of Toro Ventures
Inc., an oil and gas explorations company. His responsibility as president of
the company included managing the day to day operations of the company.
Since January 2000, Mr. Rotelli has been a principal of Pacific Coast Capital
Group, LLC, a privately owned consulting group focused on oil and gas, mining
and financial services. As a consultant, Mr. Rotelli has advised and negotiated
in both structured financings and early stage investments, raising capital
ranging up to a $150 million securitization.
Since March 2011, Mr. Rotelli has been an officer and director of Razor
Resources Inc., a minerals exploration company. His responsibility as officer
and director includes managing the day to day operations of the company.
Since May 2011, Mr. Rotelli has been the president of Rostock Ventures
Corporation, a natural resource exploration and production company engaged in
the exploration, acquisition, and development of mineral properties in the
United States. His responsibility as president of the company includes managing
the day to day operations of the company.
Mr. Rotelli earned a Bachelor of Arts degree in Classics from Brown University
in Rhode Island in 1982. He was deemed a Distinguished Scholar at the Regent
University in Virginia, where he received his MBA in Marketing and Management in
1985.
We appointed Gregory C. Rotelli as an officer of our company because of his
experience with public companies.
Our board of directors now solely consists of Gregory C. Rotelli. There are no
transactions since the beginning of its last fiscal year, or any currently
proposed transaction, in which the Registrant was or is to be a participant and
the amount involved exceeds $120,000, and in which Mr. Rotelli had or will have
a direct or indirect material interest which would be required to be reported
herein.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INDEPENDENCE ENERGY CORP.
/s/ Gregory C. Rotelli
--------------------------------
Gregory C. Rotelli
President and Director
Date: February 24, 2012
