UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
Amendment No. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended July 31, 2013
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)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
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 September 12, 2013.
EXPLANATORY NOTE
Our company is filing this Amendment No. 1 on Form 10-Q/A (the "Amendment") to
our Quarterly Report on Form 10-Q for the period ended July 31, 2013 (the "Form
10-K"), filed with the Securities and Exchange Commission on September 16, 2013
(the "Original Filing Date"), to include the related certifications required
pursuant to the rules promulgated under the Exchange Act, as adopted pursuant to
Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002.This Amendment
speaks as of the Original Filing Date, does not reflect events that may have
occurred subsequent to the Original Filing Date, and does not modify or update
in any way any other disclosures made in the Form 10-Q.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), the certifications required pursuant to the rules
promulgated under the Exchange Act, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, which were included as exhibits to the Original
Report, have been amended, restated and re-executed as of the date of this
Amendment No. 1 and are included as Exhibits 31.1 and 32.1 hereto.
2
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 to 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
to our Current Report on Form 8-K filed on June 16, 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)
10.6 Compromise, Settlement and Property Exchange Agreement dated February
25, 2013 between our company and MontCrest Energy, Inc. and Black
Strata, LLC (incorporated by reference to our Current Report on Form
8-K filed on March 7, 2013)
10.7 Form of Convertible Debenture dated for reference April 5,2012 issued
to Europa Capital AG (incorporated by reference to our Current Report
on Form 8-K filed on April 9, 2013)
10.8 Form of Securities Purchase Agreement dated July 15, 2013 with Asher
Enterprises, Inc. (incorporated by reference to our Current Report on
Form 8-K filed on July 29, 2013)
10.9 Form of Convertible Promissory Note dated July 15, 2013 with Asher
Enterprises, Inc. (incorporated by reference to our Current Report on
Form 8-K filed on July 29, 2013)
10.10 Consulting Agreement with Gregory Rotelli dated September 1, 2013
(14) CODE OF ETHICS
14.1 Code of Ethics
3
(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 quarter ended April 30, 2013
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.
4
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: February 10, 2014 /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)
5