Attached files
| file | filename |
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| EX-32.2 - RedHawk Holdings Corp. | ex32-2.htm |
| EX-31.1 - RedHawk Holdings Corp. | ex31-1.htm |
| EX-31.2 - RedHawk Holdings Corp. | ex31-2.htm |
| EX-32.1 - RedHawk Holdings Corp. | ex32-1.htm |
| EXCEL - IDEA: XBRL DOCUMENT - RedHawk Holdings Corp. | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended January 31, 2014
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
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For the transition period from ______________ to ____________
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Commission file number 000-54323
INDEPENDENCE ENERGY, CORP.
(Exact name of registrant as specified in its charter)
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Nevada
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20-3866475
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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3020 Old Ranch Parkway, Suite 300, Seal Beach, CA
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90740
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (562) 799-5588
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange On Which Registered
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N/A
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N/A
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
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. Yes x No o
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 (§ 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 x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer o
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Accelerated Filer o
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Non-Accelerated Filer o
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Smaller Reporting Company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The aggregate market value of Common Stock held by non-affiliates of the Registrant on July 31, 2013 was $729,335 based on a $0.0085 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
345,188,164 common shares as of April 29, 2014.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
Our company is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to our annual report on Form 10-K for the period ended January 31, 2014 (the “Form 10-K”), filed with the Securities and Exchange Commission on May 1, 2014 (the “Original Filing Date”), to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following materials from our Form 10-K, formatted in XBRL (eXtensible Business Reporting Language):
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Schema
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101.CAL
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XBRL Taxonomy Calculation Linkbase
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101.DEF
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XBRL Taxonomy Definition Linkbase
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101.LAB
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XBRL Taxonomy Label Linkbase
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101.PRE
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XBRL Taxonomy Presentation Linkbase
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This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Form 10-K. No other changes have been made to the Form 10-K.
Pursuant to Rule 406T of Regulation S-T, the interactive data files attached as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the certifications required pursuant to the rules promulgated under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which were included as exhibits to the Original Report, have been amended, restated and re-executed as of the date of this Amendment No. 1 and are included as Exhibits 31.1 and 32.1 hereto.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) Financial Statements
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(1)
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Financial statements for our company are listed in the index under Item 8 of this document
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(2)
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All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.
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(b) Exhibits
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Exhibit Number
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Description of Exhibit
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(3)
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Articles of Incorporation and Bylaws
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3.01
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Articles of Incorporation (incorporated by reference to our Registration Statement on Form SB-2 filed on March 7, 2006)
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3.02
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Bylaws (incorporated by reference to our Registration Statement on Form SB-2 filed on March 7, 2006)
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3.03
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Certificate of Amendment filed on July 23, 2008 (incorporated by reference to our Current Report on Form 8-K filed on August 14, 2008)
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3.04
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Certificate of Change filed on July 23, 2008 (incorporated by reference to our Current Report on Form 8-K filed on August 14, 2008)
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3.05
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Certificate of Change filed on June 14, 2012 (incorporated by reference to our Current Report on Form 8-K filed on June 16, 2012)
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(10)
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Material Contracts
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10.1
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Share Purchase Agreement dated January 24, 2012 between Gregory Rotelli and Bruce Thomson (incorporated by reference to our Current Report on Form 8-K filed on January 30, 2012)
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10.2
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Form of Financing Agreement dated May 24, 2012 (incorporated by reference to our Current Report on Form 8-K filed on May 24, 2012)
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10.3
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Purchase Agreement and Bill of Sale dated May 29, 2012 between our company and MontCrest Energy, Inc. (incorporated by reference to our Current Report on Form 8-K filed on June 1, 2012)
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10.4
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Joint Development and Operating Agreement dated June 8, 2012 between our company and MontCrest Energy Properties, Inc., MontCrest Energy, Inc., and Black Strata, LLC (incorporated by reference to our Current Report on Form 8-K filed on June 12, 2012)
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10.5
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Purchaser Agreement and Bill of Sale dated June 18, 2012 between our company and MontCrest Energy, Inc. (incorporated by reference to our Current Report on Form 8-K filed on June 19, 2012)
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10.6
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Compromise, Settlement and Property Exchange Agreement dated February 25, 2013 between our company and MontCrest Energy, Inc. and Black Strata, LLC (incorporated by reference to our Current Report on Form 8-K filed on March 7, 2013)
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10.7
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Form of Convertible Debenture dated for reference April 5, 2012 issued to Europa Capital AG (incorporated by reference to our Current Report on Form 8-K filed on April 9, 2013)
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10.8
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Form of Securities Purchase Agreement dated September 17, 2013 between our company and Asher Enterprises, Inc. (incorporated by reference to our Current Report on Form 8-K filed on July 29, 2013)
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10.9
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Form of Convertible Promissory Note dated September 17, 2013 issued to Asher Enterprises Inc. (incorporated by reference to our Current Report on Form 8-K filed on July 29, 2013)
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10.10
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Consulting Agreement dated September 1, 2013 between our company and Gregory Rotelli (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 16, 2013)
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10.11
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Asset Purchase Agreement dated March 31, 2014 between our company and with American Medical Distributors (incorporated by reference to our Current Report on Form 8-K filed on April 2, 2014)
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10.12
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Assignment Agreement dated March 18, 2014 between our company, American Medical Distributors, Inc. and HuBDIC Co. Ltd. (incorporated by reference to our Current Report on Form 8-K filed on April 2, 2014)
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10.13
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Distribution Agreement dated November 27, 2013 between HuBDIC Co. Ltd. and American Medical Distributors, Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 2, 2014)
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(14)
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Code of Ethics
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14.1
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Code of Ethics (incorporated by reference to our Annual Report on Form 10-K filed on May 15, 2012)
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(31)
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Rule 13a-14(a) / 15d-14(a) Certifications
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31.1*
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
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31.2*
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
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(32)
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Section 1350 Certifications
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32.1*
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
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32.2*
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
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101**
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Interactive Data File (Form 10-K for the year ended January 31, 2014 furnished in XBRL).
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101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
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XBRL Instance Document
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
XBRL Taxonomy Extension Label Linkbase Document
XBRL Taxonomy Extension Presentation Linkbase Document
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*
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Filed herewith.
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Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under these sections.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, our company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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INDEPENDENCE ENERGY, CORP.
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(Registrant)
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Dated: May 2, 2014
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/s/ Howard J. Taylor
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Howard J. Taylor
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Chief Executive Officer and Director
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(Principal Executive Officer)
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Dated: May 2, 2014
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/s/ Gregory Rotelli
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Gregory Rotelli
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President, Chief Financial Officer, Treasurer, Secretary and Director
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(Principal Financial Officer and Principal Accounting Officer)
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Dated: May 2, 2014
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/s/ Howard J. Taylor
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Howard J. Taylor
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Chief Executive Officer and Director
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(Principal Executive Officer)
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Dated: May 2, 2014
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/s/ Gregory Rotelli
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Gregory Rotelli
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President, Chief Financial Officer, Treasurer, Secretary and Director
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(Principal Financial Officer and Principal Accounting Officer)
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