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 October 31, 2012
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)
3020 Old Ranch Parkway, Suite 300, Seal Beach, CA 90740
(Address of principal executive offices) (Zip Code)
(562) 799-5588
(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). [X] 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 [ ] YES [X] 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.
121,804,155 common shares issued and outstanding as of December 17, 2012.
INDEPENDENCE ENERGY CORP.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk 14
Item 4. Controls and Procedures 14
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 1A. Risk Factors 15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 15
Item 3. Defaults Upon Senior Securities 15
Item 4. Mine Safety Disclosures 15
Item 5. Other Information 15
Item 6. Exhibits 16
SIGNATURES 17
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Our financial statements are stated in United States Dollars (US$) and are
prepared in accordance with United States Generally Accepted Accounting
Principles.
3
Independence Energy Corp.
(An Exploration Stage Company)
October 31, 2012
Index
-----
Condensed Balance Sheets (unaudited)..................................... 5
Condensed Statements of Operations (unaudited)........................... 6
Condensed Statements of Cash Flows (unaudited)........................... 7
Notes to the Condensed Financial Statements (unaudited).................. 8
4
Independence Energy Corp.
(An Exploration Stage Company)
Condensed Balance Sheets
(expressed in U.S. dollars)
October 31, January 31,
2012 2012
-------- --------
$ $
(unaudited)
ASSETS
Current Assets
Cash 61,547 14,790
Amounts receivable -- 1,607
Prepaid expenses and deposits 10,981 23,063
-------- --------
Total Current Assets 72,528 39,460
Oil & gas properties 494,965 53,410
-------- --------
Total Assets 567,493 92,870
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued liabilities 15,771 9,349
Due to a related party -- 675
Loans payable 156,697 156,697
-------- --------
Total Liabilities 172,468 166,721
-------- --------
Stockholders' Equity (Deficit)
Preferred Stock
Authorized: 10,000,000 preferred shares, with a par value of
$0.001 per share
Issued and outstanding: nil preferred shares -- --
Common Stock
Authorized: 375,000,000 common shares, with a par value of
$0.001 per share
Issued and outstanding: 121,804,155 and 121,000,000 common
shares, respectively 121,804 120,000
Additional paid-in capital 518,196 (60,000)
Deficit accumulated during the development stage (244,975) (133,851)
-------- --------
Total Stockholders' Equity (Deficit) 395,025 (73,851)
-------- --------
Total Liabilities and Stockholders' Equity (Deficit) 569,493 92,870
======== ========
(The accompanying notes are an integral part of these financial statements)
5
Independence Energy Corp.
(An Exploration Stage Company)
Condensed Statements of Operations
(expressed in U.S. dollars)
(unaudited)
Accumulated from
November 30, 2005
For the Three For the Three For the Nine For the Nine (date of
Months Ended Months Ended Months Ended Months Ended inception) to
October 31, October 31, October 31, October 31, October 31,
2012 2011 2012 2011 2012
------------ ------------ ------------ ------------ ------------
$ $ $ $ $
Revenue -- -- -- -- --
Operating Expenses
General and administrative 16,284 1,195 66,477 3,135 142,372
Professional fees 6,424 2,000 44,647 8,000 102,603
------------ ------------ ------------ ------------ ------------
Total Operating Expenses 22,708 3,195 111,124 11,135 244,975
------------ ------------ ------------ ------------ ------------
Net Loss for the Period (22,708) (3,195) (111,124) (11,135) (244,975)
============ ============ ============ ============ ============
Net Loss Per Share, Basic and Diluted -- -- -- --
============ ============ ============ ============
Weighted Average Shares Outstanding 121,804,155 120,000,000 121,385,297 120,000,000
============ ============ ============ ============
(The accompanying notes are an integral part of these financial statements)
6
Independence Energy Corp.
(An Exploration Stage Company)
Condensed Statements of Cash Flows
(expressed in U.S. dollars)
(unaudited)
Accumulated from
November 30, 2005
For the Nine For the Nine (date of
Months Ended Months Ended inception) to
October 31, October 31, October 31,
2012 2011 2012
-------- -------- --------
$ $ $
Operating Activities
Net loss for the period (111,124) (11,135) (244,975)
Changes in operating assets and liabilities:
Amounts receivables 1,607 -- --
Prepaid expense and deposits 12,082 -- (10,981)
Accounts payable and accrued liabilities (6,049) (3,500) 3,300
Due to related parties (675) 375 --
-------- -------- --------
Net Cash Used in Operating Activities (104,159) (14,260) (252,656)
-------- -------- --------
Investing Activities
Oil and gas property expenditures (429,084) -- (482,494)
-------- -------- --------
Net Cash Used in Investing Activities (429,084) -- (482,494)
-------- -------- --------
Financing activities
Proceeds from the issuance of common stock 580,000 -- 640,000
Proceeds from loans payable -- -- 156,697
Proceeds from loans payable to director -- 15,000 33,000
Repayment of loans payable to director -- -- (33,000)
-------- -------- --------
Net Cash Provided by Financing Activities 580,000 15,000 796,697
-------- -------- --------
Increase in Cash 46,757 740 61,547
Cash, Beginning of Period 14,790 1,311 --
-------- -------- --------
Cash, End of Period 61,547 2,051 61,547
======== ======== ========
Supplemental Disclosures
Interest paid -- -- --
Income tax paid -- -- --
======== ======== ========
(The accompanying notes are an integral part of these financial statements)
7
Independence Energy Corp.
(An Exploration Stage Company)
Notes to the Condensed Financial Statements
(expressed in U.S. dollars)
1. NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS
Independence Energy Corp. (the "Company") was incorporated in the State of
Nevada on November 30, 2005. The Company was organized to explore natural
resource properties in the United States. The Company is an exploration stage
company, as defined by Financial Accounting Standards Board ("FASB") Accounting
Standards Codification ("ASC") 915, DEVELOPMENT STAGE ENTITIES.
GOING CONCERN
These financial statements have been prepared on a going concern basis, which
implies that the Company will continue to realize its assets and discharge its
liabilities in the normal course of business. The Company has generated no
revenues to date and has never paid any dividends and is unlikely to pay
dividends or generate significant earnings in the immediate or foreseeable
future. As of October 31, 2012, the Company had a working capital deficit of
$99,940 and an accumulated deficit of $244,975. The continuation of the Company
as a going concern is dependent upon the continued financial support from its
shareholders, the ability to raise equity or debt financing, and the attainment
of profitable operations from the Company's future business. These factors raise
substantial doubt regarding the Company's ability to continue as a going
concern. These financial statements do not include any adjustments to the
recoverability and classification of recorded asset amounts and classification
of liabilities that might be necessary should the Company be unable to continue
as a going concern.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Presentation
These financial statements and related notes are presented in accordance
with accounting principles generally accepted in the United States, and are
expressed in US dollars. The Company's fiscal year-end is January 31.
b) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles in the United States and 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. The Company regularly
evaluates estimates and assumptions related to valuation and impairment of
oil and gas properties, asset retirement obligations, fair value of
share-based payments, and deferred income tax asset valuation allowances.
The Company bases its estimates and assumptions on current facts,
historical experience and various other factors that it believes to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities and
the accrual of costs and expenses that are not readily apparent from other
sources. The actual results experienced by the Company may differ
materially and adversely from the Company's estimates. To the extent there
are material differences between the estimates and the actual results,
future results of operations will be affected.
c) Basic and Diluted Net Loss Per Share
The Company computes net loss per share in accordance with ASC 260,
EARNINGS PER SHARE, which requires presentation of both basic and diluted
earnings per share (EPS) on the face of the income statement. Basic EPS is
computed by dividing net loss available to common shareholders (numerator)
by the weighted average number of shares outstanding (denominator) during
the period. Diluted EPS gives effect to all dilutive potential common
shares outstanding during the period using the treasury stock method and
convertible preferred stock using the if-converted method. In computing
Diluted EPS, the average stock price for the period is used in determining
the number of shares assumed to be purchased from the exercise of stock
options or warrants. Diluted EPS excludes all dilutive potential shares if
their effect is anti-dilutive. As of October 31, 2012, the Company did not
have any potentially dilutive shares.
d) Interim Financial Statements
These interim unaudited financial statements have been prepared on the same
basis as the annual financial statements and in the opinion of management,
reflect all adjustments, which include only normal recurring adjustments,
necessary to present fairly the Company's financial position, results of
operations and cash flows for the periods shown. The results of operations
for such periods are not necessarily indicative of the results expected for
a full year or for any future period.
8
Independence Energy Corp.
(An Exploration Stage Company)
Notes to the Condensed Financial Statements
(expressed in U.S. dollars)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
e) Oil and Gas Property Costs
The Company utilizes the full-cost method of accounting for petroleum and
natural gas properties. Under this method, the Company capitalizes all
costs associated with acquisition, exploration, and development of oil and
natural gas reserves, including leasehold acquisition costs, geological and
geophysical expenditures, lease rentals on undeveloped properties and costs
of drilling of productive and non-productive wells into the full cost pool
on a country-by-country basis. When the Company obtains proven oil and gas
reserves, capitalized costs, including estimated future costs to develop
the reserves proved and estimated abandonment costs, net of salvage, will
be depleted on the units-of-production method using estimates of proved
reserves. The costs of unproved properties are not amortized until it is
determined whether or not proved reserves can be assigned to the
properties. Until such determination is made, the Company assesses annually
whether impairment has occurred, and includes in the amortization base
drilling exploratory dry holes associated with unproved properties.
The Company applies a ceiling test to the capitalized cost in the full cost
pool. The ceiling test limits such cost to the estimated present value,
using a ten percent discount rate, of the future net revenue from proved
reserves based on current economic and operating conditions. Specifically,
the Company computes the ceiling test so that capitalized cost, less
accumulated depletion and related deferred income tax, do not exceed an
amount (the ceiling) equal to the sum of: The present value of estimated
future net revenue computed by applying current prices of oil and gas
reserves (with consideration of price changes only to the extent provided
by contractual arrangements) to estimated future production of proved oil
and gas reserves as of the date of the latest balance sheet presented, less
estimated future expenditures (based on current cost) to be incurred in
developing and producing the proved reserves computed using a discount
factor of ten percent and assuming continuation of existing economic
conditions; plus the cost of property not being amortized; plus the lower
of cost or estimated fair value of unproven properties included in the
costs being amortized; less income tax effects related to differences
between the book and tax basis of the property. For unproven properties,
the Company excludes from capitalized costs subject to depletion, all costs
directly associated with the acquisition and evaluation of the unproved
property until it is determined whether or not proved reserves can be
assigned to the property. Until such a determination is made, the Company
assesses the property at least annually to ascertain whether impairment has
occurred. In assessing impairment the Company considers factors such as
historical experience and other data such as primary lease terms of the
property, average holding periods of unproved property, and geographic and
geologic data. The Company adds the amount of impairment assessed to the
cost to be amortized subject to the ceiling test.
f) Financial Instruments
Pursuant to ASC 820, FAIR VALUE MEASUREMENTS AND DISCLOSURES, an entity is
required to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. ASC 820 establishes a fair
value hierarchy based on the level of independent, objective evidence
surrounding the inputs used to measure fair value. A financial instrument's
categorization within the fair value hierarchy is based upon the lowest
level of input that is significant to the fair value measurement. ASC 820
prioritizes the inputs into three levels that may be used to measure fair
value:
LEVEL 1
Level 1 applies to assets or liabilities for which there are quoted prices
in active markets for identical assets or liabilities.
LEVEL 2
Level 2 applies to assets or liabilities for which there are inputs other
than quoted prices that are observable for the asset or liability such as
quoted prices for similar assets or liabilities in active markets; quoted
prices for identical assets or liabilities in markets with insufficient
volume or infrequent transactions (less active markets); or model-derived
valuations in which significant inputs are observable or can be derived
principally from, or corroborated by, observable market data.
9
Independence Energy Corp.
(An Exploration Stage Company)
Notes to the Condensed Financial Statements
(expressed in U.S. dollars)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
f) Financial Instruments (continued)
LEVEL 3
Level 3 applies to assets or liabilities for which there are unobservable
inputs to the valuation methodology that are significant to the measurement
of the fair value of the assets or liabilities.
The Company's financial instruments consist principally of cash, and
amounts due to related parties. Pursuant to ASC 820 and 825, the fair value
of our cash is determined based on "Level 1" inputs, which consist of
quoted prices in active markets for identical assets. We believe that the
recorded values of all of our other financial instruments approximate their
current fair values because of their nature and respective maturity dates
or durations.
g) Recent Accounting Pronouncements
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 consolidated financial
statements.
3. OIL AND GAS PROPERTIES
a) On December 15, 2011, the Company acquired a 2.5% interest in four wells in
the Quinlan Lease ("Quinlan") from Wise Oil and Gas LLC ("Wise"), with the
option to increase the interest to 10%. On December 23, 2011, the Company
acquired an additional 2.5% interest in Quinlan. Quinlan is located in
Pottawatomie County, Oklahoma. On March 1, 2012, the Company acquired an
additional 5% interest in Quinlan in exchange for $78,080, bringing the
Company's total interest to 10%.
b) On March 29, 2012, the Company acquired a 5% interest in a 70% net revenue
interest of properties in Coleman County, Texas for $115,000. On June 28,
2012, the Company amended the original agreement to acquire a 7% interest
in a 75% net revenue interest in the properties for an additional payment
of $47,000, and replaced the terms of the original agreement.
c) On May 29, 2012, the Company acquired a 2.5% interest in a 70% net revenue
interest in two oil and gas wells and approximately 20 acres of land
surrounding the area in Coleman County, Texas for $82,500.
d) On June 8, 2012, the Company acquired a 12.5% interest, with an option to
acquire an additional 12.5% interest, for $90,785. The properties comprise
an area of 2,421 acres in Coleman County, Texas.
4. RELATED PARTY TRANSACTIONS
a) As at October 31, 2012, the Company owes $nil (January 31, 2012 - $675) to
a company controlled by officers and directors of the Company. The amounts
owing are unsecured, non-interest bearing and due on demand.
b) During the period ended October 31, 2012, the Company incurred $25,500
(October 31, 2011 - $nil) to the President and CEO of the Company for
management services. As of October 31, 2012, the Company had $10,500
(January 31, 2012 - $nil) in prepaid expense for management fees paid to
the President and CEO of the Company.
c) During the period ended October 31, 2012, the Company incurred rent
expenses of $nil (October 31, 2011 - $1,120) to the former President and
CEO of the Company
5. LOAN PAYABLE
As of October 31, 2012, the Company had loan payable of $156,697 (January 31,
2012 - $156,697) owing to an unrelated third party. The amount owing is
non-interest bearing, unsecured and due on demand.
10
Independence Energy Corp.
(An Exploration Stage Company)
Notes to the Condensed Financial Statements
(expressed in U.S. dollars)
6. COMMON STOCK
a) On March 1, 2012, the Company issued 694,440 post-split common shares for
proceeds of $125,000.
b) On March 15, 2012, the Company issued 500,000 post-split common shares for
proceeds of $130,000.
c) On May 15, 2012, the Company issued 250,000 post-split common shares for
proceeds of $125,000.
d) On May 24, 2012, the Company entered into a financing agreement with a
non-related party. Pursuant to the agreement, the Company can borrow
$1,000,000 by way of advances until May 24, 2013, to be payable by issuance
of common shares of the Company at an issuance price equal to 90% of the
average share price of the Company for the five banking days preceding the
date of advance. The agreement is subject to extension of additional terms
of twelve months at the option of either the Company or the lender. On June
6, 2012, the Company issued 359,715 post-split common shares in exchange
for an advance of $200,000.
e) On June 22, 2012, the Company and its Board of Directors authorized an
increase in its authorized capital from 75,000,000 common shares to
375,000,000 common shares and effected a 5-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 five
post-split shares of common stock. The effect of the forward split
increased the number of issued and outstanding common shares from
24,360,831 common shares to 121,804,155 common shares, and the forward
split has been applied retroactively to the Company's inception date.
7. SUBSEQUENT EVENTS
We have evaluated subsequent events through the date of issuance of the
financial statements, and did not have any material recognizable subsequent
events after October 31, 2012.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This Management's Discussion and Analysis of Financial Condition and
Results of Operations contains forward-looking statements that involve known and
unknown risks, significant uncertainties and other factors that may cause our
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 those forward-looking statements. You can
identify forward-looking statements by the use of the words may, will, should,
could, expects, plans, anticipates, believes, estimates, predicts, intends,
potential, proposed, or continue or the negative of those terms. These
statements are only predictions. In evaluating these statements, you should
consider various factors which may cause our actual results to differ materially
from any forward-looking statements. Although we believe that the exceptions
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements. Therefore,
actual results may differ materially and adversely from those expressed in any
forward-looking statements. We undertake no obligation to revise or update
publicly any forward-looking statements for any reason.
WORKING CAPITAL
October 31, January 31,
2012 2012
-------- --------
$ $
Current Assets 72,528 39,460
Current Liabilities 172,468 166,721
Working Capital (Deficit) (99,940) (127,261)
CASH FLOWS
Nine months Nine months
ended ended
October 31, October 31,
2012 2011
-------- --------
$ $
Cash Flows from (used in) Operating Activities (104,159) (14,260)
Cash Flows from (used in) Investing Activities (429,084) --
Cash Flows from (used in) Financing Activities 580,000 15,000
Net Increase (decrease) in Cash During Period 46,757 740
OPERATING REVENUES
For the period from November 30, 2005 (date of inception) to October 31,
2012, our company did not earn any operating revenues.
OPERATING EXPENSES AND NET LOSS
Operating expenses and net loss for the nine months ended October 31, 2012
was $111,124 compared with $11,135 for the nine months ended October 31, 2011.
The increase in operating expenses was due to the fact that the current year
included the acquisition of oil and gas properties where our company incurred
higher general and administrative costs relating to day-to-day activities and
incurred higher professional fees due to our company's acquisition transactions
and equity transactions.
For the nine months ended October 31, 2012 and 2011, our company had a loss
per share of $nil.
12
LIQUIDITY AND CAPITAL RESOURCES
As at October 31, 2012, our company had cash of $61,547 compared with
$14,790 at January 31, 2012. The increase in cash was attributed to the fact
that our company obtained additional financing of $580,000 from the issuance of
common shares which were used for acquisition and exploration costs of the oil
and gas properties and for general administrative costs, of which amounts were
remaining at the end of the period.
Total assets at October 31, 2012 were $567,493 compared with $92,870 at
January 31, 2012. The increase in total assets were primarily attributed to
capitalization of $491,487 of oil and gas property costs relating to the
acquisition and exploration costs of the Quinlan properties in Coleman County,
Texas.
At October 31, 2012, our company had total liabilities of $172,468 compared
with $166,721 at January 31, 2012. The increase in total liabilities was
attributed to an increase in accounts payable and accrued liabilities of $6,422
due to timing differences between receipt and payment of operating costs.
For the nine months ended October 31, 2012 and 2011, our company and its
Board of Directors authorized a 5-for-1 forward stock split and an increase in
our company's authorized capital from 75,000,000 common shares to 375,000,000
common shares. The effect of the forward stock split increased the number of
issued and outstanding common shares from 24,360,831 common shares to
121,805,155 common shares as at October 31, 2012. In addition, our company
issued 1,444,440 post-split common shares in a private placement for proceeds of
$380,000, and 359,715 post-split common shares for $200,000 from an advance from
a non-related party.
CASHFLOW FROM OPERATING ACTIVITIES
During the nine months ended October 31, 2012, our company used $104,159 of
cash for operating activities compared to the use of $14,260 of cash for
operating activities during the nine months ended October 31, 2011. The increase
in cash used for operating activities were attributed to an overall increase in
production costs relating to the production of the oil and gas properties for
our company and due to higher overhead costs relating to our company's various
acquisition transactions and equity transactions.
CASHFLOW FROM INVESTING ACTIVITIES
During the nine months ended October 31, 2012, our company incurred
$429,084 of cash for investing activities related to the acquisition and
exploration expenditures of the oil and gas properties. During the nine months
ended October 31, 2011, our company did not have any investing activities.
CASHFLOW FROM FINANCING ACTIVITIES
During the nine months ended October 31, 2012, our company received
$580,000 of financing from the issuance of common shares including $380,000 from
the private placement and $200,000 from an advance from a non-related party.
Comparatively, during the period ended October 31, 2011, our company received
$15,000 from a director.
GOING CONCERN
We have not attained profitable operations and are dependent upon obtaining
financing to pursue any extensive acquisitions and activities. For these
reasons, our auditors stated in their report on our audited financial statements
that they have substantial doubt that we will be able to continue as a going
concern without further financing.
13
OFF-BALANCE SHEET ARRANGEMENTS
We have no significant 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 are material to
stockholders.
FUTURE FINANCINGS
We will continue to rely on equity sales of our common shares in order to
continue to fund our business operations. Issuances of additional shares will
result in dilution to existing stockholders. There is no assurance that we will
achieve any additional sales of the equity securities or arrange for debt or
other financing to fund our operations and other activities.
CRITICAL ACCOUNTING POLICIES
Our financial statements and accompanying notes have been prepared in
accordance with United States generally accepted accounting principles applied
on a consistent basis. The preparation of financial statements in conformity
with U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to
prepare our financial statements. A complete summary of these policies is
included in the notes to our financial statements. In general, management's
estimates are based on historical experience, on information from third party
professionals, and on various other assumptions that are believed to be
reasonable under the facts and circumstances. Actual results could differ from
those estimates made by management.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Our company has implemented all new accounting pronouncements that are in
effect. These pronouncements did not have any material impact on the financial
statements unless otherwise disclosed, and our company 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company we are not required to provide the
information under this Item.
ITEM 4. CONTROLS AND PROCEDURES
MANAGEMENT'S REPORT ON DISCLOSURE 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 chief executive officer and chief
financial officer (our principal executive officer, principal financial officer
and principal accounting officer) to allow for timely decisions regarding
required disclosure.
14
As of the end of our quarter covered by this report, we carried out an
evaluation, under the supervision and with the participation of our chief
executive officer and chief financial officer (our principal executive officer,
principal financial officer and principal accounting officer), of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on the foregoing, our chief executive officer and chief
financial officer (our principal executive officer, principal financial officer
and principal accounting officer) concluded that our disclosure controls and
procedures were not effective as of the end of the period covered by this
quarterly report.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During the period covered by this report there were no changes in our
internal control over financial reporting that materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
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 our director, officer or
any affiliates, or any registered or beneficial shareholder, is an adverse party
or has a material interest adverse to our interest.
ITEM 1A. RISK FACTORS
As a smaller reporting company we are not required to provide the
information under this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
Exhibit
Number Description of Exhibit
------ ----------------------
(3) ARTICLES OF INCORPORATION AND BYLAWS
3.01 Articles of Incorporation (incorporated by reference to our
Registration Statement on Form SB-2 filed on March 7, 2006)
3.02 Bylaws (incorporated by reference to our Registration Statement on Form
SB-2 filed on March 7, 2006)
3.03 Certificate of Amendment filed on July 23, 2008 (incorporated by
reference our Current Report on Form 8-K filed on August 14, 2008)
3.04 Certificate of Change filed on July 23, 2008 (incorporated by reference
to our Current Report on Form 8-K filed on August 14, 2008)
3.05 Certificate of Change filed on June 14, 2012 (incorporated by reference
our Current Report on Form 8-K filed on June 15, 2012)
(10) MATERIAL CONTRACTS
10.1 Share Purchase agreement between Gregory Rotelli and Bruce Thomson
dated January 24, 2012 (incorporated by reference to our Current Report
on Form 8-K filed on January 30, 2012)
10.2 Form of Financing Agreement dated May 24, 2012 (incorporated by
reference to our Current Report on Form 8-K filed on May 24, 2012)
10.3 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)
10.4 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)
10.5 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)
(14) CODE OF ETHICS
14.1* Code of Ethics
(31) RULE 13A-14(A) / 15D-14(A) CERTIFICATIONS
31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
of the Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer.
(32) SECTION 1350 CERTIFICATIONS
32.1* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
of the Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer.
101 INTERACTIVE DATA FILE
101** Interactive Data File (Form 10-Q for the period ended April 30, 2012
furnished in XBRL).
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
----------
* Filed herewith.
** 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.
16
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities and Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
INDEPENDENCE ENERGY, CORP.
(Registrant)
Dated: December 17, 2012 /s/ Gregory Rotelli
-------------------------------------------------
Gregory Rotelli
Chief Executive Officer, Chief Financial Officer,
Secretary, Treasurer and Director
(Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer)
17