UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURUTIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2010
Commission file number 333-132258
Independence Energy Corp.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 20-3866475
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
445 - 708 11th Avenue SW
Calgary, AB, Canada
(Address of Principal Executive Offices & Zip Code)
Telephone (403)264-2710 Facsimile (775)243-9320
(Telephone Number)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] 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 [ ] 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 [ ]
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 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. [ ]
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
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 [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). Yes [X] No [ ]
As of April 26, 2010, the registrant had 24,000,000 shares of common stock
issued and outstanding. No market value has been computed based upon the fact
that no active trading market had been established as of April 26, 2010.
INDEPENDENCE ENERGY CORP.
TABLE OF CONTENTS
Page No.
--------
Part I
Item 1. Business 3
Item 1A. Risk Factors 5
Item 2. Properties 7
Item 3. Legal Proceedings 7
Item 4. Submission of Matters to a Vote of Securities Holders 7
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 7
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Item 8. Financial Statements and Supplementary Data 11
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 20
Item 9A. Controls and Procedures 20
Part III
Item 10. Directors and Executive Officers 22
Item 11. Executive Compensation 23
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 24
Item 13. Certain Relationships and Related Transactions 25
Item 14. Principal Accounting Fees and Services 25
Part IV
Item 15. Exhibits 26
Signatures 26
2
PART I
ITEM 1. BUSINESS
GENERAL INFORMATION
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 completed a form SB-2 Registration Statement under the Securities Act of 1933
with the U.S. Securities and Exchange Commission registering 1,000,000 units at
a price of $0.05 per unit. 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 and expired on March 22, 2008 with none
being exercised. The offering was completed on June 12, 2006 for total proceeds
to the company of $50,000 (1,000,000 units at $0.05).
On October 12, 2006 our common stock shares were approved for trading on the
Over-the-Counter Bulletin Board under the symbol OVCR.
We have had one resource property to date known as the Thistle Claim located in
British Columbia, Canada. We completed Phase I of the 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
and outstanding shares increased from 2,000,000 shares of common stock to
24,000,000 shares of common stock.
Also effective August 12, 2008, we have changed our name from "Oliver Creek
Resources Inc." to "Independence Energy Corp.". The change of name was approved
by our directors and a majority of our shareholders.
The name change, forward stock split and reduction of authorized capital became
effective with the Over-the-Counter Bulletin Board at the opening for trading on
August 12, 2008 under the new stock symbol "IDNG".
As of January 31, 2010 we had generated no revenues. We have been issued an
opinion by our auditor that raises substantial doubt about our ability to
continue as a going concern based on our current financial position.
3
COMPETITION
We do not currently compete directly with anyone for the exploration or removal
of oil and natural gas assets as we have no properties on which we are carrying
out exploration activities.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
REORGANIZATIONS, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
COMPLIANCE WITH GOVERNMENT REGULATION
We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the acquisition of oil and
natural gas assets both in Canada and the United States.
PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS
We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts. We
will assess the need for any copyright, trademark or patent applications on an
ongoing basis.
NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES
We are not required to apply for or have any government approval for our
products or services.
RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS
We have not expended funds for research and development costs since inception.
We paid $1,745 for the geology report on our original exploration target
property and incurred $6,091.16 in exploration expenses.
NUMBER OF EMPLOYEES
We currently have one employee, which is our executive officer Bruce Thomson.
Mr. Thomson currently devotes 2 - 5 hours per week to company matters, he plans
to devote as much time as the board of directors determines is necessary to
manage the affairs of the company. There are no formal employment agreements
between the company and our current employee.
REPORTS TO SECURITIES HOLDERS
We provide an annual report that includes audited financial information to our
shareholders. We make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
Regulation S-K for a small business issuer under the Securities Exchange Act of
1934. We are subject to disclosure filing requirements including filing Form
10-K annually and Form 10-Q quarterly. In addition, we will file Form 8K and
other proxy and information statements from time to time as required. We do not
intend to voluntarily file the above reports in the event that our obligation to
file such reports is suspended under the Exchange Act. The public may read and
copy any materials that we file with the Securities and Exchange Commission,
("SEC"), at the SEC's Public Reference Room in Washington, DC. The public may
4
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov)
that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC.
ITEM 1A. RISK FACTORS
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 $3,081 as of January 31, 2010. 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.
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.
5
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
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
6
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. PROPERTIES
We currently utilize space at the premises of Bruce Thomson, the officer and
director of the company. The company pays Mr. Thomson $125 per month rent. The
premises are located at 445 - 708 11th Avenue SW, Calgary, AB. The facilities
include an answering machine, a fax machine, computer and office equipment. We
intend to use these facilities for the time being until we feel we have outgrown
them. We currently have no investment policies as they pertain to real estate,
real estate interests or real estate mortgages.
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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.
Also effective August 12, 2008, we have changed our name from "Oliver Creek
Resources Inc." to "Independence Energy Corp.". The change of name was approved
by our directors and a majority of our shareholders.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
On October 12, 2006 our common stock was listed for quotation on the
Over-the-Counter Bulletin Board under the symbol OVCR. There has been no active
trading market and thus no high and low sales prices to report. On August 12,
2008, we have changed our name from "Oliver Creek Resources Inc." to
"Independence Energy Corp.". The name change became effective with the
Over-the-Counter Bulletin Board at the opening for trading on August 12, 2008
under the new stock symbol "IDNG".
SHARES AVAILABLE UNDER RULE 144
There are currently 12,000,000 shares of common stock that are considered
restricted securities under Rule 144 of the Securities Act of 1933. All
12,000,000 shares are held by our officer and director. In general, under Rule
144 as amended, a person who has beneficially owned and held restricted
securities for at least six months, including affiliates, may sell publicly
without registration under the Securities Act, within any three-month period,
assuming compliance with other provisions of the Rule, a number of shares that
do not exceed the greater of(i) one percent of the common stock then outstanding
or, (ii) the average weekly trading volume in the common stock during the four
calendar weeks preceding such sale.
7
HOLDERS
As of January 31, 2010, we have 24,000,000 Shares of $0.001 par value common
stock issued and outstanding held by 29 shareholders of record.
The stock transfer agent for our securities is Holladay Stock Transfer, 2939
North 67th Place, Scottsdale, Arizona 85251, telephone (480)481-3940.
DIVIDENDS
We have never declared or paid any cash dividends on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the development
and expansion of our business, and we do not anticipate paying any cash
dividends on its common stock. Any future determination to pay dividends will be
at the discretion of the Board of Directors and will be dependent upon then
existing conditions, including our financial condition and results of
operations, capital requirements, contractual restrictions, business prospects,
and other factors that the board of directors considers relevant.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
SUMMARY FOR YEARS ENDING JANUARY 31, 2010 AND 2009
Year Ended January 31,
2010 2009
-------- --------
Revenue $ Nil $ Nil
Operating Expenses $ 13,583 $ 24,790
Net Loss $ 13,583 $ 24,790
EXPENSES
Our operating expenses for the years ended January 31, 2010 and 2009 are
outlined in the table below:
Year Ended January 31,
2010 2009
-------- --------
General and administrative $ 3,583 $ 7,366
Professional fees $ 10,000 $ 17,424
Consulting fees $ 0 $ 0
REVENUE
We have not earned any revenues since our inception and we do not anticipate
earning revenues in the upcoming quarter.
8
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
January 31, January 31, Increase/
2010 2009 Decrease
-------- -------- --------
Current Assets $ 3,081 $ 6,068 -50%
Current Liabilities $ 11,796 $ 1,200 +983%
Working Capital (deficit) $ (8,715) $ 4,868 -279%
CASH FLOWS
Year Ended Year Ended
January 31, January 31,
2010 2009
-------- --------
Net Cash Used in Operating Activities $ 11,783 $ 24,785
Net Cash Provided by Investing Activities $ 0 $ 0
Net Cash Provided by Financing Activities $ 8,796 $ 0
DECREASE IN CASH DURING THE PERIOD $ 2,987 $ 24,785
We have generated no revenue since inception and have incurred $68,715 in
expenses through January 31, 2010. We had a net loss of $13,583 and $24,790 for
the years ended January 31, 2010 and 2009, respectively. These expenses
consisted of professional fees and administrative expenses.
Our cash in the bank at January 31, 2010 was $3,081. At the same time our
outstanding liabilities were $11,796. 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.
9
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.
PLAN OF OPERATION
We have had one resource property to date known as the Thistle Claim located in
British Columbia, Canada. We completed Phase I of the 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 each 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.
10
ITEM 8. FINANCIAL STATEMENTS
Chang G. Park, CPA, Ph. D.
* 2667 CAMINO DEL RIO S. PLAZA B * SAN DIEGO * CALIFORNIA 92108-3707 *
* TELEPHONE (858)722-5953 * FAX (858) 761-0341 * FAX (858) 433-2979
* E-MAIL changgpark@gmail.com *
Report of Independent Registered Public Accounting Firm
To the Board of Directors of
Independence Energy corp.
(An Exploration Stage Company)
We have audited the accompanying balance sheets of Independence energy Corp.
(formerly Oliver Creek Resources, Inc.) (the exploration stage "Company") as of
January 31, 20010 and 2009 and the related statements of operations, changes in
shareholders' equity and cash flows for the years then ended and for the period
from November 30, 2005 (inception) to January 31, 2009. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial positions of Independence energy Corp. as
of January 31, 2010 and 2009, and the results of its operations and its cash
flows for the years then ended and the period of November 30, 2005 (inception)
to January 31, 2010 in conformity with U.S. generally accepted accounting
principles.
The financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 3 to the financial statements,
the Company's losses from operations raise substantial doubt about its ability
to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Chang Park
- -------------------------------
CHANG G. PARK, CPA
April 28, 2009
San Diego, CA. 92108
Member of the California Society of Certified Public Accountants
Registered with the Public Company Accounting Oversight Board
11
INDEPENDENCE ENERGY CORP.
(An Exploration Stage Company)
Balance Sheets
- --------------------------------------------------------------------------------
As of As of
January 31, January 31,
2010 2009
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 3,081 $ 6,068
-------- --------
TOTAL CURRENT ASSETS 3,081 6,068
-------- --------
$ 3,081 $ 6,068
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts Payable 3,000 1,000
Due to Related Party -- 200
Loan Payable to Director 8,796 --
-------- --------
TOTAL CURRENT LIABILITIES 11,796 1,200
-------- --------
TOTAL LIABILITIES 11,796 1,200
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 24,000,000 shares issued and outstanding
as of January 31, 2010 and January 31, 2009) 24,000 24,000
Additional paid-in capital 36,000 36,000
Deficit accumulated during exploration stage (68,715) (55,132)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (8,715) 4,868
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 3,081 $ 6,068
======== ========
See Notes to Financial Statements
12
INDEPENDENCE ENERGY CORP.
(An Exploration Stage Company)
Statements of Operations
- --------------------------------------------------------------------------------
November 30, 2005
(inception)
Year Ended Year Ended through
January 31, January 31, January 31,
2010 2009 2010
------------ ------------ ------------
REVENUES
Revenues $ -- $ -- $ --
------------ ------------ ------------
TOTAL REVENUES -- -- --
OPERATING COSTS
Administrative Expenses 3,583 7,366 28,488
Professional fees 10,000 17,424 40,324
------------ ------------ ------------
TOTAL OPERATING COSTS 13,583 24,790 68,812
OTHER INCOME (EXPENSES)
Gain from currency exchange -- -- 97
------------ ------------ ------------
TOTAL OTHER INCOME -- -- 97
------------ ------------ ------------
NET INCOME (LOSS) $ (13,583) $ (24,790) $ (68,715)
============ ============ ============
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
13
INDEPENDECE ENERGY CORP.
(An Exploration Stage Company)
Statement of Changes in Stockholders' Equity
From November 30, 2005 (Inception) through January 31, 2010
- --------------------------------------------------------------------------------
Deficit
Accumulated
Common Additional During
Common Stock Paid-in Exploration
Stock Amount Capital Stage Total
----- ------ ------- ----- -----
BALANCE, NOVEMBER 30, 2005 -- $ -- $ -- $ -- $ --
Stock issued for cash on November 30, 2005
@ $0.000833 per share 12,000,000 12,000 (2,000) 10,000
Net loss, January 31, 2006 (8) (8)
----------- -------- -------- --------- --------
Balance, January 31, 2006 12,000,000 12,000 (2,000) (8) 9,992
----------- -------- -------- --------- --------
Stock issued for cash from SB-2 offering
@ $0.00416667 per share 12,000,000 12,000 38,000 50,000
Net loss, January 31, 2007 (14,303) (14,303)
----------- -------- -------- --------- --------
Balance, January 31, 2007 24,000,000 24,000 36,000 (14,310) 45,690
----------- -------- -------- --------- --------
Net loss, January 31, 2008 (16,032) (16,032)
----------- -------- -------- --------- --------
Balance, January 31, 2008 24,000,000 24,000 36,000 (30,342) 29,658
----------- -------- -------- --------- --------
Net loss, January 31, 2009 (24,790) (24,790)
----------- -------- -------- --------- --------
BALANCE, JANUARY 31, 2009 24,000,000 24,000 36,000 (55,132) 4,868
----------- -------- -------- --------- --------
Net loss, January 31, 2010 (13,583) (13,583)
----------- -------- -------- --------- --------
BALANCE, JANUARY 31, 2010 24,000,000 $ 24,000 $ 36,000 $ (68,715) $ (8,715)
=========== ======== ======== ========= ========
Note: On August 12, 2008 the Company effected a 12 for 1 forward split of its
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.
See Notes to Financial Statements
14
INDEPENDENCE ENERGY CORP.
(An Exploration Stage Company)
Statements of Cash Flows
- --------------------------------------------------------------------------------
November 30, 2005
(inception)
Year Ended Year Ended through
January 31, January 31, January 31,
2010 2009 2010
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(13,583) $(24,790) $(68,715)
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 2,000 -- 3,000
Increase (decrease) in Due to Related Party (200) 5 --
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (11,783) (24,785) (65,715)
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 8,796 -- 8,796
Issuance of common stock -- -- 24,000
Additional paid-in capital -- -- 36,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 8,796 -- 68,796
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (2,987) (24,785) 3,081
CASH AT BEGINNING OF YEAR 6,068 30,853 --
-------- -------- --------
CASH AT END OF YEAR $ 3,081 $ 6,068 $ 3,081
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
15
INDEPENDENCE ENERGY CORP.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2010
- --------------------------------------------------------------------------------
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.
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.
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.
16
INDEPENDENCE ENERGY CORP.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2010
- --------------------------------------------------------------------------------
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
H. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In February 2010, the FASB issued Accounting Standards Update ("ASU")
No.2010-09, "Amendments to Certain Recognition and Disclosure Requirements"
("ASU2010-09"), which is included in the FASB Accounting Standards Codification
(the "ASC") Topic 855 (Subsequent Events). ASU 2010-09 clarifies that an SEC
filer is required to evaluate subsequent events through the date that the
financial statements are issued. ASU 2010-09 is effective upon the issuance of
the final update and did not have a significant impact on the Company's
financial statements.
In June 2009, the FASB issued guidance now codified as ASC 105, Generally
Accepted Accounting Principles as the single source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in conformity with U.S. GAAP, aside from
those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is
intended to simplify user access to all authoritative U.S. GAAP by providing all
authoritative literature related to a particular topic in one place. The
adoption of ASC 105 did not have a material impact on the Company's financial
statements, but did eliminate all references to pre-codification standards.
17
INDEPENDENCE ENERGY CORP.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2010
- --------------------------------------------------------------------------------
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The Company has implemented all new accounting pronouncements that are in effect
and that may impact its financial statements and does not believe that there are
any other new accounting pronouncements that have been issued that might have a
material impact on its financial position or results of operations.
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 January 31, 2010 and generated a net loss of $68,715. 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, though it currently has a cash balance of $3,081 it has insufficient
cash 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
September 1, 2008 the Company has paid a director $100 per month for use of
office space and service. 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 January 31, 2010, there is a loan payable due to Bruce Thomson for $8,796,
with no specific repayment terms.
NOTE 5. INCOME TAXES
As of January 31, 2010
----------------------
Deferred tax assets:
Net operating tax carryforwards $ 23,363
Other 0
--------
Gross deferred tax assets 23,363
Valuation allowance (23,363)
--------
Net deferred tax assets $ 0
========
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.
18
INDEPENDENCE ENERGY CORP.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2010
- --------------------------------------------------------------------------------
NOTE 6. NET OPERATING LOSSES
As of January 31, 2010, the Company has a net operating loss carryforwards of
approximately $68,715. Net operating loss carryforward expires 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 January 31, 2010 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 January 31, 2010:
Common stock, $ 0.001 par value: 75,000,000 shares authorized; 24,000,000 shares
issued and outstanding.
NOTE 9. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date the financial
statements were issued and filed with the Securities and Exchange Commission.
The Company has determined that there were no such events that warrant
disclosure or recognition in the financial statements.
19
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer (our
president), 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 reports is accumulated and communicated to our management,
including our principal executive and financial officer, recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms relating to our company, particularly during
the period when this report was being prepared.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the company.
Internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements. Management recognizes that there
are inherent limitations in the effectiveness of any system of internal control,
and accordingly, even effective internal control can provide only reasonable
assurance with respect to financial statement preparation and may not prevent or
detect material misstatements. In addition, effective internal control at a
point in time may become ineffective in future periods because of changes in
conditions or due to deterioration in the degree of compliance with our
established policies and procedures.
A material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.
Under the supervision and with the participation of our president, management
conducted an evaluation of the effectiveness of our internal control over
financial reporting, as of January 31, 2010, based on the framework set forth in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on our evaluation under
this framework, management concluded that our internal control over financial
reporting was not effective as of the evaluation date due to the factors stated
below.
20
Management assessed the effectiveness of the Company's internal control over
financial reporting as of evaluation date and identified the following material
weaknesses:
INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in the key functional areas of finance and accounting.
INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to
properly implement control procedures.
LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS:
We do not have a functioning audit committee or outside directors on our board
of directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures.
Management is committed to improving its internal controls and will (1) continue
to use third party specialists to address shortfalls in staffing and to assist
the Company with accounting and finance responsibilities, (2) increase the
frequency of independent reconciliations of significant accounts which will
mitigate the lack of segregation of duties until there are sufficient personnel
and (3) may consider appointing outside directors and audit committee members in
the future.
Management, including our president, has discussed the material weakness noted
above with our independent registered public accounting firm. Due to the nature
of this material weakness, there is a more than remote likelihood that
misstatements which could be material to the annual or interim financial
statements could occur that would not be prevented or detected.
This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter for our fiscal year ended January 31,
2010 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
21
PART III
ITEM 10. DIRECTOR AND EXECUTIVE OFFICER
The director and officer of Independence Energy Corp., whose one year term will
expire 11/30/10, or at such a time as his successor(s) shall be elected and
qualified is as follows:
Name & Address Age Position Date First Elected Term Expires
- -------------- --- -------- ------------------ ------------
Bruce Thomson, B.A.Sc. 52 President, 11/30/05 11/30/10
68 Everwillow Park SW Secretary,
Calgary AB Treasurer,
Canada T2Y 5C6 CFO, CEO &
Director
The foregoing person is a promoter of Independence Energy Corp., as that term is
defined in the rules and regulations promulgated under the Securities and
Exchange Act of 1933.
Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
Mr. Thomson currently devotes 2 - 5 hours per week to company matters. Mr.
Thomson intends to devote as much time as the board of directors deems necessary
to manage the affairs of the company in the future.
No executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him or her from acting as an investment advisor, underwriter,
broker or dealer in the securities industry, or as an affiliated person,
director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities.
No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.
RESUME
Bruce Thomson has been the President, CEO, Treasurer, CFO, and Director of the
Company since inception. From April 2005 to the present he has been President,
CEO and a Director of Premium Petroleum Inc. In August 2005, Premium Petroleum
Inc. was acquired by Premium Petroleum Corp., a publicly-traded Wyoming
corporation trading on the Pink Sheets that is in business of oil and gas
exploration and development; from which time Bruce Thomson has been the
President, CEO, and director. From 2000 to the present, he has been a
self-employed business consultant involved in venture capital finance.
Mr. Thomson graduated in 1970 from the University of British Columbia located in
Vancouver, BC, obtaining the degree of Bachelor of Applied Science in Electrical
Engineering (B.A.Sc.). Through option courses he also completed 50% of the
required credits toward an MBA degree while studying engineering. In 1991 he
passed the Canadian Securities Course from the Canadian Securities Institute and
22
obtained a securities license allowing him to practice as an investment advisor
to do venture capital financing and retail brokerage in Canada, which he did
until April 2000.
During the period of 1982 to 1987 Mr. Thomson was a founding shareholder and
director of Hycroft Resources and Development Corporation, a successful gold
mining company which traded on the Toronto Stock Exchange. After raising over
$50,000,000 in funding, the company's Cowfoot Project near Winnemucca, Nevada,
was put into production and yielded over 100,000 ounces of gold per year for 12
years.
Mr. Thomson has over 30 years of entrepreneurial business experience in private
and public companies, with expertise in management, marketing, and finance.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
- ------------ ---- ------ ----- ------ ------ ------ -------- ------ ------
B Thomson 2010 0 0 0 0 0 0 0 0
CEO, President 2009 0 0 0 0 0 0 0 0
& Director 2008 0 0 0 0 0 0 0 0
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards Stock Awards
----------------------------------------------------------------- ----------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested
- ---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------
B Thomson 0 0 0 0 0 0 0 0 0
23
DIRECTOR COMPENSATION
Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash Awards Awards Compensation Earnings Compensation Total
---- ---- ------ ------ ------------ -------- ------------ -----
B Thomson 0 0 0 0 0 0 0
There are no current employment agreements between the company and its executive
officer.
On November 30, 2005, a total of 1,000,000 shares of Common Stock were issued to
Mr. Thomson in exchange for cash in the amount of $10,000 U.S., or $.01 per
share. The terms of these stock issuances were as fair to the company, in the
opinion of the Board of Directors, as could have been made with an unaffiliated
third party. In making this determination they relied upon the fact that the
1,000,000 shares were valued at $0.01and purchased for $10,000 in cash.
Effective August 12, 2008, we affected a 12 for one forward stock split of our
issued and outstanding common stock. As a result Mr. Thomson now has a total of
12,000,000 shares of our common stock.
The officer currently devotes an immaterial amount of time to manage the affairs
of the company. Mr. Thomson currently devotes approximately 2 - 5 hours per
week. He has agreed to work with no remuneration until such time as the company
receives sufficient revenues necessary to provide management salaries. At this
time, management cannot accurately estimate when sufficient revenues will occur
to implement this compensation, or what the amount of the compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information on the ownership of Independence
Energy's voting securities by officers, directors and major shareholders as well
as those who own beneficially more than five percent of our common stock:
Name & Address No. of Percentage of
of Beneficial Owner Shares Ownership
------------------- ------ ---------
Bruce Thomson 12,000,000 50%
68 Everwillow Park SW
Calgary, AB
Canada T2Y 5C6
All Officers and
Directors as a Group 12,000,000 50%
- ----------
(1) The person named above may be deemed to be a "parent" and "promoter" of the
Company, within the meaning of such terms under the Securities Act of 1933,
as amended, by virtue of his direct holdings in the Company.
24
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The principal executive office and telephone number are provided by Mr. Thomson,
the officer and a director of the corporation. Between February 1, 2006 and
January 31, 2007 the company paid Mr. Thomson $100 per month rent for the use of
the premises. Beginning in September 2008 the company again began paying Mr.
Thomson $100 a month for the use of the premises.
As of January 31, 2010, there is a total of $8,796 that is owed to Bruce Thomson
by the Company for expenses that he has paid on behalf of the company. The loan
is interest free and payable on demand.
On November 30, 2005, a total of 1,000,000 shares of Common Stock were issued to
Mr. Thomson in exchange for $10,000 US, or $.01 per share. All of such shares
are "restricted" securities, as that term is defined by the Securities Act of
1933, as amended, and are held by an officer and director of the Company. (See
"Principal Stockholders".) Effective August 12, 2008, we affected a 12 for one
forward stock split of our issued and outstanding common stock. As a result Mr.
Thomson now has a total of 12,000,000 shares of our common stock.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The total fees charged to the company for audit services were $10,000, for
audit-related services were $Nil, for tax services were $Nil and for other
services were $Nil during the year ended January 31, 2010.
The total fees charged to the company for audit services were $10,000, for
audit-related services were $Nil, for tax services were $Nil and for other
services were $Nil during the year ended January 31, 2009.
25
PART IV
ITEM 15. EXHIBITS
The following exhibits are included with this filing:
Exhibit
Number Description
------ -----------
* 3(i) Articles of Incorporation
* 3(ii) Bylaws
31 Sec. 302 Certification of CEO/CFO
32 Sec. 906 Certification of CEO/CFO
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form 10-K and authorized this registration statement
to be signed on its behalf by the undersigned, in the city of Calgary, province
of Alberta, on April 26, 2010.
Independence Energy Corp.
/s/ Bruce Thomson
-------------------------------------
By: Bruce Thomson
(Principal Executive Officer)
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following person in the capacities and
date stated.
/s/ Bruce Thomson April 26, 2010
- ------------------------------------- --------------
Bruce Thomson, President & Director Date
(Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer)
26