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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 22, 2013
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
N/A
(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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
Effective July 22, 2013, Independence Energy Corp. ("OUR COMPANY") entered into
and closed a securities purchase agreement with Asher Enterprises, Inc. Under
the terms of the agreement, our company issued an 8% convertible promissory
note, in the principal amount of $57,000 (the "NOTE"), which matures on April
17, 2014 and may be converted into shares of our company's common stock at a
rate of 58% of the market price on any conversion date, any time after 180 days
from July 15, 2013, subject to adjustments as further set out in the Note. Our
company has the right to prepay the Note together with all accrued interest
within 180 days of July 15, 2013 subject to a prepayment penalty equal to 15%
during the first 30 days of the prepayment period and increasing by 5% during
each subsequent 30 day period. Following the maturity date of April 17, 2014,
the Note shall bear interest at the rate of 22%.
The Note was issued to Asher Enterprises, Inc. pursuant to Rule 506 of
Regulation D of the Securities Act of 1933 on the basis that they represented to
our company that they were an "accredited investor" as such term is defined in
Rule 501(a) of Regulation D.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
10.2 Form of Securities Purchase Agreement dated July 15, 2013 with Asher
Enterprises, Inc.
10.3 Form of Convertible Promissory Note dated July 15, 2013.
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
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Gregory C. Rotelli
President and Director
Date: July 26, 2013