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 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.
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 18
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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.
Independence Energy Corp.
(An Exploration Stage Company)
July 31, 2013
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
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Independence Energy Corp. (An Exploration Stage Company) Condensed Balance Sheets (expressed in U.S. dollars) |
July 31, January 31,
2013 2013
---------- ----------
$ $
ASSETS
Current Assets
Cash 45,713 36,235
Prepaid expenses and deposits 10,473 12,600
---------- ----------
Total Current Assets 56,186 48,835
Oil & gas properties 558,242 538,425
---------- ----------
Total Assets 614,428 587,260
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities 80,772 60,133
Convertible debenture 57,000 --
Loans payable 156,697 156,697
---------- ----------
Total Current Liabilities 294,469 216,830
Convertible debenture, net of unamortized discount of $4,104 41,896 --
---------- ----------
Total Liabilities 336,365 216,830
---------- ----------
Stockholders' Equity
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 common shares 121,804 121,804
Additional paid-in capital 522,796 518,196
Deficit accumulated during the exploration stage (366,537) (269,570)
---------- ----------
Total Stockholders' Equity 278,063 370,430
---------- ----------
Total Liabilities and Stockholders' Equity 614,428 587,260
========== ==========
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(The accompanying notes are an integral part of these financial statements)
Independence Energy Corp.
(An Exploration Stage Company)
Condensed Statements of Operations
(expressed in U.S. dollars)
Accumulated from
November 30, 2005
Three Months Three Months Six Months Six Months (date of
Ended Ended Ended Ended inception) to
July 31, July 31, July 31, July 31, July 31,
2013 2012 2013 2012 2013
------------ ------------ ------------ ------------ ------------
$ $ $ $ $
Revenue -- -- -- -- --
Operating Expenses
General and administrative 25,681 35,285 62,853 50,193 221,945
Professional fees 13,741 20,723 32,526 38,223 143,004
------------ ------------ ------------ ------------ ------------
Total Operating Expenses 39,422 56,008 95,379 88,416 364,949
------------ ------------ ------------ ------------ ------------
Net Loss for the Period (39,422) (56,008) (95,379) (88,416) (364,949)
Other Expense
Accretion and interest expense (1,283) -- (1,588) -- (1,588)
------------ ------------ ------------ ------------ ------------
Net Loss (40,705) (56,008) (96,967) (88,416) (366,537)
============ ============ ============ ============ ============
Net Loss Per Share, Basic and Diluted -- -- -- --
============ ============ ============ ============
Weighted Average Shares Outstanding 121,804,155 121,365,534 121,804,155 121,104,356
============ ============ ============ ============
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(The accompanying notes are an integral part of these financial statements)
Independence Energy Corp.
(An Exploration Stage Company)
Condensed Statements of Cash Flows
(expressed in U.S. dollars)
Accumulated from
November 30, 2005
Six Months Six Months (date of
Ended Ended inception) to
July 31, July 31, July 31,
2013 2012 2013
---------- ---------- ----------
Operating Activities
Net loss (96,967) (88,416) (366,537)
Adjustments to reconcile net loss to net cash
used in operating activities:
Amortization of discount on convertible debenture 496 -- 496
Changes in operating assets and liabilities:
Amounts receivable -- 1,607 --
Prepaid expense and deposits 2,127 9,100 (10,473)
Accounts payable and accrued liabilities 822 7,315 60,955
Due to a related party -- (675) --
---------- ---------- ----------
Net Cash Used in Operating Activities (93,522) (71,069) (315,559)
---------- ---------- ----------
Investing Activities
Oil and gas property expenditures -- (438,077) (538,425)
---------- ---------- ----------
Net Cash Used in Investing Activities -- (438,077) (538,425)
---------- ---------- ----------
Financing activities
Proceeds from issuance of common stock -- 580,000 640,000
Proceeds from issuance of convertible debenture 103,000 -- 103,000
Proceeds from loans payable -- -- 156,697
Proceeds from loans payable to director -- -- 33,000
Repayment of loans payable to director -- -- (33,000)
---------- ---------- ----------
Net Cash Provided by Financing Activities 103,000 580,000 899,697
---------- ---------- ----------
Increase in Cash 9,478 70,854 45,713
Cash, Beginning of Period 36,235 14,790 --
---------- ---------- ----------
Cash, End of Period 45,713 85,644 45,713
========== ========== ==========
Non-cash investing and financing activities:
Beneficial conversion feature of convertible debenture 4,600 -- 4,600
========== ========== ==========
Supplemental Disclosures
Interest paid -- -- --
Income tax paid -- -- --
========== ========== ==========
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(The accompanying notes are an integral part of these financial statements)
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 July 31, 2013, the Company had a working capital deficit of $238,283 and an accumulated deficit of $366,537. 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) 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.
d) 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 July 31, 2013 and January 31, 2013, the Company had 4,600,000 (2012 - nil) potentially dilutive shares.
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.
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, accounts payable and accrued liabilities, 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. Refer to Note 3(e).
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. Refer to Note 3(e).
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. Refer to Note 3(e).
e) On February 28, 2013, the Company entered into a Compromise, Settlement and
Property Exchange Agreement with MontCrest Energy, Inc. and Black Strata,
LLC. Pursuant to the terms of the agreement, the Company transferred its
working interests in Coleman County with a book value of $335,285, in
consideration of a 100% interest in approximately 1,400 acres of the
Coleman County South Lease held by Black Strata, LLC.
4. CONVERTIBLE DEBENTURES
a) On April 5, 2013, the Company entered into a convertible promissory note agreement for $46,000. Pursuant to the agreement, the loan is unsecured, bears interest at 6% per annum, and is due on April 5, 2016. The note is convertible into common shares of the Company at any time at a conversion price of $0.01 at the option of the note holder. As at July 31, 2013, accrued interest of $892 (2012 - $nil) has been recorded in accounts payable and accrued liabilities.
In accordance with ASC 470-20, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $4,600 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible note up to its face value of $46,000. For the six months ended July 31, 2013, $496 (2012 - $nil) had been accreted, increasing the carrying value to $41,896 (January 31, 2013 - $nil).
Independence Energy Corp.
(An Exploration Stage Company)
Notes to the Condensed Financial Statements
(expressed in U.S. dollars)
4. CONVERTIBLE DEBENTURES (continued)
b) On July 15, 2013, the Company issued a $57,000 convertible note which is unsecured, bears interest at 8% per annum and due on April 17, 2014. The note is convertible into shares of common stock 180 days after the date of issuance (January 11, 2014) at a conversion rate of 58% of the average of the three lowest closing bid prices of the Company's common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. Upon an event of default, the entire principal balance and accrued interest outstanding is due immediately, and interest shall accrue on the unpaid principal balance at 22% per annum. As at July 31, 2013, accrued interest of $200 (2012 - $nil) has been recorded in accounts payable and accrued liabilities.
5. LOAN PAYABLE
As of July 31, 2013, the Company had loan payable of $156,697 (January 31, 2013
- $156,697) owing to an unrelated third party. The amount owing is non-interest
bearing, unsecured and due on demand.
6. RELATED PARTY TRANSACTIONS
During the period ended July 31, 2013, the Company incurred $34,500 (2012 - $15,000) to the President and CEO of the Company for management services. As of July 31, 2013, the Company had $6,000 (January 31, 2013 - $10,500) in prepaid expense for management fees paid to the President and CEO of the Company.
7. SUBSEQUENT EVENTS
On September 1, 2013, the Company entered into a consulting agreement with the CEO of the Company and agreed to pay $7,500 per month for a period of two years.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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.
Our financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
WORKING CAPITAL
July 31, January 31,
2013 2013
---------- ----------
$ $
Current Assets 56,186 48,835
Current Liabilities 294,469 216,830
Working Capital (Deficit) (238,283) (167,995)
CASH FLOWS
Six months Six months
ended ended
July 31, July 31,
2013 2012
---------- ----------
$ $
Cash Flows from (used in) Operating Activities $ (93,522) $ (71,069)
Cash Flows from (used in) Investing Activities -- (438,077)
Cash Flows from (used in) Financing Activities 103,000 580,000
Net Increase (decrease) in Cash During Period 9,478 70,854
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OPERATING REVENUES
For the period from November 30, 2005 (date of inception) to July 31, 2013, our company did not earn any operating revenues.
OPERATING EXPENSES AND NET LOSS
Operating expenses for the six months ended July 31, 2013 were $95,379 compared with $88,416 for the six months ended July 31, 2012. The increase of $6,963 was due to an increase of $12,660 in general and administrative costs relating to $12,000 bonus to management, and an overall increase in day-to-day expenditures, offset by a decrease of $5,697 in professional fees.
Operating expenses for the three months ended July 31, 2013 were $39,422 compared with $56,008 for the three months ended July 31, 2012. The decrease of $16,586 during 2013 resulted from an incidental decrease in operating activity during the three months ended July 31, 2013, marked by a corresponding reduction in professional fees and general and administrative expense.
For the three months ended July 31, 2013, our company incurred a net loss of $40,705 or $nil per share compared with $56,008 or $nil per share for the three months ended July 31, 2012. For the six months ended July 31, 2013, our company incurred a net loss of $96,967 or $nil per share compared with $88,416 or $nil per share for the six months ended July 31, 2012. In addition to operating expenses, our company incurred accretion and interest expense of $1,588 during the three and six months ended July 31, 2013 relating to the $46,000 convertible note debenture which is unsecured, bears interest at 6% per annum, and due on April 5, 2016 and the $57,000 convertible note debenture, which is unsecured, bears interest at 8% per annum, and due on April 17, 2014. The $46,000 note is convertible into common shares of our company at a rate of $0.01 per share, at the option of the note holder at any time. The $57,000 note is convertible into shares of common stock 180 days after the date of issuance (January 11, 2014) at a conversion rate of 58% of the average of the three lowest closing bid prices of our company's common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to our company.
LIQUIDITY AND CAPITAL RESOURCES
As at July 31, 2013, our company had cash of $45,713 compared with $36,235 at January 31, 2013. The increase in cash was attributed to the fact that our company obtained additional financing of $103,000 from the issuance of convertible debentures, net costs paid for the general expenditures incurred by our company for our operations.
Our company had total assets at July 31, 2013 of $614,428 compared with $587,260 at January 31, 2012. Overall, cash increased by $9,478 and oil and gas properties increased by $19,817, offset by a decrease in prepaid expenses and deposits of $2,127.
At July 31, 2013, our company had total liabilities of 336,365 compared with $216,830 at January 31, 2013. The increase in total liabilities was attributed to an increase in accounts payable and accrued liabilities of $20,639, and $98,896 for the net liability of the convertible debenture net of unamortized discount of $4,104.
During the period ended July 31, 2013, our company did not have any equity or capital transactions.
CASHFLOW FROM OPERATING ACTIVITIES
During the six months ended July 31, 2013, our company used cash of $93,522 for operating activities compared with $71,069 during the six months ended July 31, 2012. The increase in cash used for operating activities was attributed to proceeds received from the convertible debentures which were used to repay outstanding obligations incurred in day-to-day operations of our company.
CASHFLOW FROM INVESTING ACTIVITIES
During the six months ended July 31, 2013, our company did not have any investing activities compared with the use of $438,077 during the six months ended July 31, 2012 for the acquisition of oil and gas properties.
CASHFLOW FROM FINANCING ACTIVITIES
During the six months ended July 31, 2013, our company received $46,000 in financing from the issuance of a convertible debenture which is unsecured, bears interest at 6% per annum, and due on April 5, 2016 and $57,000 from the issuance of a convertible debenture which is unsecured, bears interest at 8% per annum, and due on April 17, 2014. Conversely, our company received $580,000 during the period ended July 31, 2012 from the issuance of common shares.
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.
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.
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
Effective July 22, 2013, we entered into and closed a securities purchase agreement with Asher Enterprises, Inc. Under the terms of the agreement, our company issued an 8% convertible promissory note, in the principal amount of $57,000, which matures on April 17, 2014 and may be converted into shares of our company's common stock at a rate of 58% of the market price on any conversion date, any time after 180 days from July 15, 2013, subject to adjustments as further set out in the note. Our company has the right to prepay the note together with all accrued interest within 180 days of July 15, 2013 subject to a prepayment penalty equal to 15% during the first 30 days of the prepayment period and increasing by 5% during each subsequent 30 day period. Following the maturity date of April 17, 2014, the note shall bear interest at the rate of 22%.
The note was issued to Asher Enterprises pursuant to Rule 506 of Regulation D of the Securities Act of 1933 on the basis that they represented to our company that they were an "accredited investor" as such term is defined in Rule 501(a) of Regulation D.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
On September 1, 2013, we entered into a consulting agreement with our sole officer and director Gregory Rotelli regarding the provision of Mr. Rotelli's management services to our company as Chief Executive Officer.
Pursuant to the agreement, we have agreed to pay to Mr. Rotelli monthly compensation of $7,500 payable at Mr. Rotelli's option in cash or in shares of our common stock. Compensation paid in common shares will be based on an conversion price equal to the weighted average trading price of our common shares for the 5 trading days immediately preceding the date upon which compensation becomes due. Mr. Rotelli will also be entitled to receive basic health insurance coverage or an in kind allowance. The term of the Agreement will be 24 months beginning on September 1, 2013 and will renew automatically for an additional 24 months unless earlier terminated. The agreement may be terminated by either party without cause by giving 30 days notice. If terminated without cause by the Company, Mr. Rotelli will be entitled to severance equal to 6 months compensation under the Agreement and shall be entitled to exercise any vested options or warrants for a period of twelve months from termination.
ITEM 6. EXHIBITS
Exhibit NumberDescription 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)
16
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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
(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
----------
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* 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.
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: September 16, 2013 /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)
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Exhibit 10.10
CONSULTING AGREEMENT
THIS is dated and effective as of the 1st day of September, 2013 (the "Effective Date").
BETWEEN:
INDEPENDENCE ENERGY CORP. a corporation organized under the laws of the State of Nevada, USA, with its executive officers and address for service at 3020 Old Ranch Parkway, Suite 300, Seal Beach, California,90740 (the "Company")
AND:
GREGORY ROTELLI., a business person with an address for service located at 3020 Old Ranch Parkway, Suite 300, Seal Beach, California,90740.
(the "CONTRACTOR")
A. The Company has retained the Contractor to provide the Company with the services of President and Chief Executive Officer in regards to the Company's management and operations; and
B. The Contractor has agreed to provide the Services to the Company on the terms and conditions of this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each, the parties hereto agree as follows:
ARTICLE I
APPOINTMENT AND AUTHORITY OF CONTRACTOR
1.1 Appointment of Contractor. The Company hereby appoints the Contractor to perform the Services for the benefit of the Company as hereinafter set forth, and the Company hereby authorizes the Contractor to exercise such powers as provided under this Agreement. The Contractor accepts such appointment on the terms and conditions herein set forth.
1.2 Performance of Services. The Services hereunder have been and shall continue to be provided on the basis of the following terms and conditions:
(a) the Services shall include those services customarily provided by a President and Chief Executive Officer of public companies, including such other management advisory services as may be reasonably requested by the Company from time to time.
(b) the Contractor shall report directly to the Board of Directors of the Company;
(c) the Contractor shall faithfully, honestly and diligently serve the Company and cooperate with the Company and utilize maximum professional skill and care to ensure that all services rendered hereunder, including the Services, are to the satisfaction of the Company, acting reasonably, and the Contractor shall provide any other services not specifically mentioned herein, but which by reason of the Contractor's capability the Contractor knows or ought to know to be necessary to ensure that the best interests of the Company are maintained; and
(d) the Company shall report the results of the Contractor's duties hereunder as may be requested by the Company from time to time.
1.3 Independent Contractor. In performing the Services, the Contractor shall be an independent contractor and not an employee or agent of the Company, except that the Contractor shall be the agent of the Company solely in circumstances where the Contractor must be the agent to carry out its obligations as set forth in this Agreement. Nothing in this Agreement shall be deemed to require the Contractor to provide the Services exclusively to the Company and the Contractor hereby acknowledges that the Company is not required and shall not be required to make any remittances and payments required of employers by statute on the Contractor's behalf and the Contractor or any of its agents shall not be entitled to the fringe benefits provided by the Company to its employees.
ARTICLE II
CONTRACTOR'S AGREEMENTS
2.1 Expense Statements. The Contractor may incur reasonable bona fide expenses in the name of the Company provided that such expenses relate solely to the carrying out of the Services and are in accordance with the Company's policies which may be in effect from time to time. The Contractor will immediately forward all invoices for expenses incurred on behalf of and in the name of the Company and the Company agrees to pay said invoices directly on a timely basis.
2.2 Regulatory Compliance. The Contractor agrees to comply with all applicable securities legislation and regulatory policies in relation to providing the Services, including but not limited to United States securities laws (in particular, Regulation FD) and the policies of the United States Securities and Exchange Commission.
2.3 Prohibition Against Insider Trading. The Contractor hereby acknowledges that the Contractor is aware, and further agrees that the Contractor will advise those of its directors, officers, employees and agents who may have access to Confidential Information, that United States securities laws prohibit any person who has material, non-public information about a company from purchasing or selling securities of such a company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.
ARTICLE III
COMPANY'S AGREEMENTS
3.1 Basic Compensation. In consideration of the Services, the Contractor shall receive compensation for the Services as follows:
(a) Upon completion of each month during the Term, US$7,500 per month, payable on the last business day of every month.
Said compensation will, at the discretion of the Contractor, be paid in cash and/or common shares ("Compensation Shares") of the Company. The number of any Compensation Shares issued to the Contractor shall be based on average weighted average trading price of the Company's common shares in the five (5) trading days immediately preceding the applicable dates upon which the Compensation Shares become due. All compensation payable hereunder shall be pro-rated for partial months.
3.2 Performance Based Compensation. The Contractor shall be entitled to receive such additional compensation awards at the discretion of the Board or, as applicable, the compensation committee, which awards shall be awarded from time to time for achieving milestones to be agreed upon.
3.3 Benefits and Expenses.
(a) The Company shall provide (or shall provide an allowance for) basic health insurance coverage for Contractor which coverage shall remain effective during the Term of this Agreement or any successor agreement to this Agreement.
(b) During the Term of this Agreement, the Contractor shall be eligible to participate in any employee benefit plan for employees resident in the United States which the Company may maintain from time to time.
ARTICLE IV
DURATION, TERMINATION AND DEFAULT
4.1 Effective Date. This Agreement shall become effective as of SEPTEMBER 1, 2013 (the "Effective Date"), and shall continue for a period of 24 months thereafter (the "Term") or until earlier terminated pursuant to the terms of this Agreement. The Term shall automatically renew for an additional period of 24 months unless earlier terminated pursuant to the terms of this Agreement.
4.2 Termination by Company. Without prejudicing any other rights that the Company may have hereunder or at law or in equity, the Company may terminate this Agreement immediately upon delivery of written notice to the Contractor if:
(a) the Contractor breaches section 2 of this Agreement;
(b) the Contractor breaches any other material term of this Agreement and such breach is not cured to the reasonable satisfaction of the Company within thirty (30) days after written notice describing the breach in reasonable detail is delivered to the Contractor;
(c) the Company acting reasonably determines that the Contractor has acted, is acting or is likely to act in a manner detrimental to the Company or has violated or is likely to violate the confidentiality of any information as provided for in this Agreement;
(d) the Contractor is unable or unwilling to perform the Services under this Agreement, or
(e) the Contractor commits fraud, serious neglect or misconduct in the discharge of the Services.
Notwithstanding the foregoing, the Company may terminate this Agreement without cause by providing not less than 30 days written notice to the Contractor.
4.3 Termination by Contractor. . Without prejudicing any other rights that the Contractor may have hereunder or at law or in equity, the Company may terminate this Agreement immediately upon delivery of written notice to the Contractor if the Company breaches Section 3 of this Agreement and such breach continues uncured for a period of 30 days following delivery to Company of written notice of said breach. Notwithstanding the foregoing, the Contractor may terminate this Agreement without cause by providing not less than 30 days written notice to the Company. .
4.4 Duties Upon Termination. Upon termination of this Agreement for any reason, the Contractor shall upon receipt of all sums due and owing, promptly deliver the following in accordance with the directions of the Company:
(a) a final accounting, reflecting the balance of expenses incurred on behalf of the Company as of the date of termination; and
(b) all documents pertaining to the Company or this Agreement, including but not limited to, all books of account, correspondence and contracts, provided that the Contractor shall be entitled thereafter to inspect, examine and copy all of the documents which it delivers in accordance with this provision at all reasonable times upon three (3) days' notice to the Company.
4.5 Compensation of Contractor on Termination.
(a) Upon termination of this Agreement by the Company for cause, the Contractor shall be entitled to receive as its full and sole compensation in discharge of obligations of the Company to the Contractor under this Agreement all sums due and payable under this Agreement to the date of termination and the Contractor shall have no right to receive any further payments; provided, however, that the Company shall have the right to offset against any payment owing to the Contractor under this Agreement any damages, liabilities, costs or expenses suffered by the Company by reason of the fraud, negligence or willful act of the Contractor, to the extent such right has not been waived by the Company.
(b) Upon termination of this Agreement by the Company without cause the
Contractor shall be entitled to a severance payment equivalent to six
(6) months of the cash compensation fee specified in section 3.1. Any
unexercised options or warrants unvested at the time of termination
shall be cancelled and returned to treasury provided that Consultant shall have twelve (12) months from the date of termination to exercise any vested options or warrants.
(c) Upon termination of this Agreement by the Contractor, any options or warrants unvested at the time of termination shall be cancelled and returned to treasury provided that Contractor shall have ninety (90) days from the date of termination to exercise any vested options or warrants.
ARTICLE V
CONFIDENTIALITY AND NON-COMPETITION
5.1 Maintenance of Confidential Information. The Contractor acknowledges that in the course of its appointment hereunder the Contractor will, either directly or indirectly, have access to and be entrusted with information (whether oral, written or by inspection) relating to the Company or its respective affiliates, associates or customers (the "Confidential Information"). For the purposes of this Agreement, "Confidential Information" includes, without limitation, any and all Developments (as defined herein), trade secrets, inventions, innovations, techniques, processes, formulas, drawings, designs, products, systems, creations, improvements, documentation, data, specifications, technical reports, customer lists, supplier lists, distributor lists, distribution channels and methods, retailer lists, reseller lists, employee information, financial information, sales or marketing plans, competitive analysis reports and any other thing or information whatsoever, whether copyrightable or uncopyrightable or patentable or unpatentable. The Contractor acknowledges that the Confidential Information constitutes a proprietary right, which the Company is entitled to protect. Accordingly the Contractor covenants and agrees that during the Term and thereafter until such time as all the Confidential Information becomes publicly known and made generally available through no action or inaction of the Contractor, the Contractor will keep in strict confidence the Confidential Information and shall not, without prior written consent of the Company in each instance, disclose, use or otherwise disseminate the Confidential Information, directly or indirectly, to any third party.
5.2 Exceptions. The general prohibition contained in Section 5.1 against the unauthorized disclosure, use or dissemination of the Confidential Information shall not apply in respect of any Confidential Information that:
(c) is available to the public generally in the form disclosed;
(d) becomes part of the public domain through no fault of the Contractor;
(e) is already in the lawful possession of the Contractor at the time of receipt of the Confidential Information; or
(f) is compelled by applicable law to be disclosed, provided that the Contractor gives the Company prompt written notice of such requirement prior to such disclosure and provides assistance in obtaining an order protecting the Confidential Information from public disclosure.
5.3 Developments. Any information, data, work product or any other thing or documentation whatsoever which the Contractor, either by itself or in conjunction with any third party, conceives, makes, develops, acquires or acquires knowledge of during the Contractor's appointment with the Company or which the Contractor, either by itself or in conjunction with any third party, shall conceive, make, develop, acquire or acquire knowledge of (collectively the "Developments") during the Term or at any time thereafter during which the Contractor is engaged by the Company that is related to the business of Oil &
gas property acquisition and exploration shall automatically form part of the Confidential Information and shall become and remain the sole and exclusive property of the Company. Accordingly, the Contractor does hereby irrevocably, exclusively and absolutely assign, transfer and convey to the Company in perpetuity all worldwide right, title and interest in and to any and all Developments and other rights of whatsoever nature and kind in or arising from or pertaining to all such Developments created or produced by the Contractor during the course of performing this Agreement, including, without limitation, the right to effect any registration in the world to protect the foregoing rights. The Company shall have the sole, absolute and unlimited right throughout the world, therefore, to protect the Developments by patent, copyright, industrial design, trademark or otherwise and to make, have made, use, reconstruct, repair, modify, reproduce, publish, distribute and sell the Developments, in whole or in part, or combine the Developments with any other matter, or not use the Developments at all, as the Company sees fit.
5.4 Protection of Developments. The Contractor does hereby agree that, both before and after the termination of this Agreement, the Contractor shall perform such further acts and execute and deliver such further instruments, writings, documents and assurances (including, without limitation, specific assignments and other documentation which may be required anywhere in the world to register evidence of ownership of the rights assigned pursuant hereto) as the Company shall reasonably require in order to give full effect to the true intent and purpose of the assignment made under Section 0 hereof. If the Company is for any reason unable, after reasonable effort, to secure execution by the Contractor on documents needed to effect any registration or to apply for or prosecute any right or protection relating to the Developments, the Contractor hereby designates and appoints the Company and its duly authorized officers and agents as the Contractor's agent and attorney to act for and in the Contractor's behalf and stead to execute and file any such document and do all other lawfully permitted acts necessary or advisable in the opinion of the Company to effect such registration or to apply for or prosecute such right or protection, with the same legal force and effect as if executed by the Contractor.
5.5 Remedies. The parties to this Agreement recognize that any violation or threatened violation by the Contractor of any of the provisions contained in this 0 will result in immediate and irreparable damage to the Company and that the Company could not adequately be compensated for such damage by monetary award alone. Accordingly, the Contractor agrees that in the event of any such violation or threatened violation, the Company shall, in addition to any other remedies available to the Company at law or in equity, be entitled as a matter of right to apply to such relief by way of restraining order, temporary or permanent injunction and to such other relief as any court of competent jurisdiction may deem just and proper.
5.6 Reasonable Restrictions. The Contractor agrees that all restrictions in this 0 are reasonable and valid, and all defenses to the strict enforcement thereof by the Company are hereby waived by the Contractor.
ARTICLE V
DEVOTION TO CONTRACT
6.1 Devotion to Contract. During the term of this Agreement, the Contractor shall devote sufficient time, attention, and ability to the business of the Company, and to any associated company, as is reasonably necessary for the proper performance of the Services pursuant to this Agreement. Nothing contained herein shall be deemed to require the Contractor to devote its exclusive time, attention and ability to the business of the Company. During the term of this Agreement, the Contractor shall, and shall cause each of its agents assigned to performance of the Services on behalf of the Contractor, to:
(a) at all times perform the Services faithfully, diligently, to the best of its abilities and in the best interests of the Company;
(b) devote such of its time, labour and attention to the business of the Company as is necessary for the proper performance of the Services hereunder; and
(c) refrain from acting in any manner contrary to the best interests of the Company or contrary to the duties of the Contractor as contemplated herein.
6.2 Other Activities. The Contractor shall not be precluded from acting in a function similar to that contemplated under this Agreement for any other person, firm or company.
ARTICLE VI
MISCELLANEOUS
6.1 Notices. All notices required or allowed to be given under this Agreement shall be made either personally by delivery to or by facsimile transmission to the address provided on the first page of this Agreement, or to such other address as may be designated from time to time by such party in writing.
6.2 Independent Legal Advice. The Contractor acknowledges that:
(a) the Contractor has been requested to obtain his own independent legal advice on this Agreement prior to signing this Agreement;
(b) the Contractor has been given adequate time to obtain independent legal advice;
(c) by signing this Agreement, the Contractor confirms that he fully understands this Agreement; and
(d) by signing this Agreement without first obtaining independent legal advice, the Contractor waives his right to obtain independent legal advice.
6.3 Change of Address. Any party may, from time to time, change its address for service hereunder by written notice to the other party in the manner aforesaid.
6.4 Entire Agreement. As of from the date hereof, any and all previous agreements, written or oral between the parties hereto or on their behalf relating to the appointment of the Contractor by the Company are null and void. The parties hereto agree that they have expressed herein their entire understanding and agreement concerning the subject matter of this Agreement and it is expressly agreed that no implied covenant, condition, term or reservation or prior representation or warranty shall be read into this Agreement relating to or concerning the subject matter hereof or any matter or operation provided for herein.
6.5 Further Assurances. Each party hereto will promptly and duly execute and deliver to the other party such further documents and assurances and take such further action as such other party may from time to time reasonably request in order to more effectively carry out the intent and purpose of this Agreement and to establish and protect the rights and remedies created or intended to be created hereby.
6.6 Waiver. No provision hereof shall be deemed waived and no breach excused, unless such waiver or consent excusing the breach is made in writing and signed by the party to be charged with such waiver or consent. A waiver by a party of any provision of this Agreement shall not be construed as a waiver of a further breach of the same provision.
6.7 Amendments in Writing. No amendment, modification or rescission of this Agreement shall be effective unless set forth in writing and signed by the parties hereto.
6.8 Assignment. Except as herein expressly provided, the respective rights and obligations of the Contractor and the Company under this Agreement shall not be assignable by either party without the written consent of the other party and shall, subject to the foregoing, enure to the benefit of and be binding upon the Contractor and the Company and their permitted successors or assigns. Nothing herein expressed or implied is intended to confer on any person other than the parties hereto any rights, remedies, obligations or liabilities under or by reason of this Agreement.
6.9 Severability. In the event that any provision contained in this Agreement shall be declared invalid, illegal or unenforceable by a court or other lawful authority of competent jurisdiction, such provision shall be deemed not to affect or impair the validity or enforceability of any other provision of this Agreement, which shall continue to have full force and effect.
6.10 Headings. The headings in this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
6.11 Number and Gender. Wherever the singular or masculine or neuter is used in this Agreement, the same shall be construed as meaning the plural or feminine or a body politic or corporate and vice versa where the context so requires.
6.12 Time. Time shall be of the essence of this Agreement. In the event that any day on or before which any action is required to be taken hereunder is not a business day, then such action shall be required to be taken at or before the requisite time on the next succeeding day that is a business day. For the purposes of this Agreement, "business day" means a day which is not Saturday or Sunday or a statutory holiday in the State of California, U.S.A.
6.13 Enurement. This Agreement is intended to bind and enure to the benefit of the Company, its successors and assigns, and the Contractor and the personal legal representatives of the Contractor.
6.14 Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument.
6.15 Currency. Unless otherwise provided, all dollar amounts referred to in this Agreement are in lawful money of the United States of America.
6.16 Electronic Means. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the effective date of this Agreement.
6.17 Proper Law. This Agreement will be governed by and construed in accordance with the law of the State of Nevada. The parties hereby attorn to the jurisdiction of the Courts in the State of Nevada.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.
INDEPENDENCE ENERGY CORP.
Per: /s/Gregory Rotelli
-----------------------------------
Name: Gregory Rotelli
Position: Chief Executive Officer
Date: September 5, 2013
/s/ Gregory Rotelli
---------------------------------------
GREGORY ROTELLI
Date: September 5, 2013
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EXHIBIT 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. SS 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Gregory Rotelli, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Independence Energy Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: September 16, 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) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Gregory Rotelli, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Quarterly Report on Form 10-Q of Independence Energy Corp. for the period ended July 31, 2013 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Independence Energy Corp.
Dated: September 16, 2013
/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)
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A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Independence Energy Corp. and will be retained by Independence Energy Corp. and furnished to the Securities and Exchange Commission or its staff upon request.