ITEM 1. BUSINESS
GENERAL INFORMATION
We were incorporated in the State of Nevada on November 30, 2005 under the name "Oliver Creek Resources Inc.". At inception, we were an exploration stage company engaged in the acquisition, exploration and development of natural resource properties.
We completed a form SB-2 Registration Statement under the Securities Act of 1933 with the U.S. Securities and Exchange Commission registering 1,000,000 units at a price of $0.05 per unit. Each unit consisted of one share and one share purchase warrant. Each share purchase warrant was valid for a period of two years from the date of the prospectus and expired on March 22, 2008 with none being exercised. The offering was completed on June 12, 2006 for total proceeds to the company of $50,000 (1,000,000 units at $0.05).
On October 12, 2006 our common stock shares were approved for trading on the Over-the-Counter Bulletin Board under the symbol "OVCR".
Effective August 12, 2008, we affected a 12 for one forward stock split of our issued and outstanding common stock. As a result, our authorized capital remains at 75,000,000 shares of common stock with a par value of $0.001 and our issued and outstanding shares increased from 2,000,000 shares of common stock to 24,000,000 shares of common stock.
Also effective August 12, 2008, we have changed our name from "Oliver Creek Resources Inc." to "Independence Energy Corp.". The change of name was approved by our directors and a majority of our shareholders.
The name change, forward stock split and reduction of authorized capital became effective with the Over-the-Counter Bulletin Board at the opening for trading on August 12, 2008 under the new stock symbol "IDNG".
We have had one resource property to date known as the Thistle Claim located in British Columbia, Canada. During the quarter ended October 31, 2008, we completed our Phase I exploration program on our Thistle Claim which consisted of conducting detailed geological mapping of all roads within and buttressing the claims and silt sampling of every drainage or draw. Based on the information available to us from our Phase I exploration program, we determined that the Thistle Claim did not, in all likelihood, contain a commercially viable mineral deposit, and we therefore abandoned any further exploration on the property.
As a result, we are investigating several other business opportunities to enhance shareholder value, and are focused on the oil and gas industry with the acquisition of oil and natural gas assets both in Canada and the United States. These consist of natural gas production and oils sands exploration in Canada and off-shore exploration in the Texas Gulf area of the Unites States. Subject to completing due diligence and funding sources being available we intend to pursue business opportunities in the oil and gas business.
We will require additional funding to proceed. We cannot provide investors with any assurance that we will be able to raise sufficient funds to fund any work in the oil and gas business.
As of January 31, 2011 we had generated no revenues. We have been issued an opinion by our auditor that raises substantial doubt about our ability to continue as a going concern based on our current financial position.
COMPETITION
We do not currently compete directly with anyone for the exploration or removal of oil and natural gas assets as we have no properties on which we are carrying out exploration activities.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
REORGANIZATIONS, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business.
COMPLIANCE WITH GOVERNMENT REGULATION
We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the acquisition of oil and natural gas assets both in Canada and the United States.
PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR CONTRACTS
We have no current plans for any registrations such as patents, trademarks, copyrights, franchises, concessions, royalty agreements or labor contracts. We will assess the need for any copyright, trademark or patent applications on an ongoing basis.
NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES
We are not required to apply for or have any government approval for our products or services.
RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS
We have not expended funds for research and development costs since inception. We paid $1,745 for the geology report on our original exploration target property and incurred $6,091 in exploration expenses. NUMBER OF EMPLOYEES
We currently have one employee, which is our executive officer Bruce Thomson. Mr. Thomson currently devotes 2 - 5 hours per week to company matters, he plans to devote as much time as the board of directors determines is necessary to manage the affairs of the company. There are no formal employment agreements between the company and our current employee.
REPORTS TO SECURITIES HOLDERS
We provide an annual report that includes audited financial information to our shareholders. We make our financial information equally available to any interested parties or investors through compliance with the disclosure rules of Regulation S-K for a small business issuer under the Securities Exchange Act of 1934. We are subject to disclosure filing requirements including filing Form 10-K annually and Form 10-Q quarterly. In addition, we will file Form 8K and other proxy and information statements from time to time as required. We do not intend to voluntarily file the above reports in the event that our obligation to file such reports is suspended under the Exchange Act. The public may read and copy any materials that we file with the Securities and Exchange Commission, ("SEC"), at the SEC's Public Reference Room in Washington, DC. The public may obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
ITEM 1A.
ITEM 1A. RISK FACTORS
WE HAVE HAD NEGATIVE CASH FLOWS FROM OPERATIONS AND IF WE ARE NOT ABLE TO OBTAIN FURTHER FINANCING, OUR BUSINESS OPERATIONS MAY FAIL.
We had cash in the amount of $1,311 as of January 31, 2011. We do not have sufficient funds to independently finance the acquisition and development of prospective oil and gas properties, nor do we have the funds to independently finance our daily operating costs. We do not expect to generate any revenues for the foreseeable future. Accordingly, we will require additional funds, either from equity or debt financing, to maintain our daily operations and to locate, acquire and develop a prospective property. Obtaining additional financing is subject to a number of factors, including market prices for oil and gas, investor acceptance of any property we may acquire in the future, and investor sentiment. Financing, therefore, may not be available on acceptable terms, if at all. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital, however, will result in dilution to existing shareholders. If we are unable to raise additional funds when required, we may be forced to delay our plan of operation and our entire business may fail.
WE CURRENTLY DO NOT GENERATE REVENUES, AND AS A RESULT, WE FACE A HIGH RISK OF BUSINESS FAILURE.
We do not hold an interest in any business or revenue generating property. We are currently focusing on the location and acquisition of oil and gas properties. We have not generated any revenues to date. In order to generate revenues, we will incur substantial expenses in the location, acquisition and development of a prospective property. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from our activities, our entire business may fail. There is no history upon which to base any assumption as to the likelihood that we will be successful in our plan of operation, and we can provide no assurance to investors that we will generate any operating revenues or achieve profitable operations.
DUE TO THE SPECULATIVE NATURE OF THE EXPLORATION OF OIL AND GAS PROPERTIES, THERE IS SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.
The business of oil and gas exploration and development is highly speculative involving substantial risk. There is generally no way to recover any funds expended on a particular property unless reserves are established and unless we can exploit such reserves in an economic manner. We can provide investors with no assurance that any property interest that we may acquire will provide commercially exploitable reserves. Any expenditure by our company in connection with locating, acquiring and developing an interest in an oil and gas property may not provide or contain commercial quantities of reserves.
EVEN IF WE DISCOVER COMMERCIAL RESERVES, WE MAY NOT BE ABLE TO SUCCESSFULLY OBTAIN COMMERCIAL PRODUCTION.
Even if we are successful in acquiring an interest in a property that has proven commercial reserves of oil and gas, we will require significant additional funds in order to place the property into commercial production. We can provide no assurance to investors that we will be able to obtain the financing necessary to extract such reserves.
IF WE ARE UNABLE TO HIRE AND RETAIN KEY PERSONNEL, WE MAY NOT BE ABLE TO IMPLEMENT OUR PLAN OF OPERATION AND OUR BUSINESS MAY FAIL.
Our success will be largely dependent on our ability to hire and retain highly qualified personnel. This is particularly true in the highly technical businesses of oil and gas exploration. These individuals may be in high demand and we may not be able to attract the staff we need. In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel, or we may fail to retain such employees after they are hired. At present, we have not hired any key personnel. Our failure to hire key personnel when needed will have a significant negative effect on our business.
OUR COMMON STOCK IS ILLIQUID AND SHAREHOLDERS MAY BE UNABLE TO SELL THEIR SHARES.
There is currently a limited market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our shareholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their investment. Public announcements regarding our company, changes in government regulations, conditions in our market segment or changes in earnings estimates by analysts may cause the price of our common shares to fluctuate substantially. In addition, stock prices for junior oil and gas companies fluctuate widely for reasons that may be unrelated to their operating results. These fluctuations may adversely affect the trading price of our common shares.
PENNY STOCK RULES WILL LIMIT THE ABILITY OF OUR STOCKHOLDERS TO SELL THEIR STOCK.
The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, OR FINRA, HAS ADOPTED SALES PRACTICE REQUIREMENTS WHICH MAY ALSO LIMIT A SHAREHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.
In addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities
will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for its shares.
ITEM 2.
ITEM 2. PROPERTIES
We currently utilize space at the premises of Bruce Thomson, the officer and director of the company. The company pays Mr. Thomson $125 per month rent. The premises are located at 445 - 708 11th Avenue SW, Calgary, AB. The facilities include an answering machine, a fax machine, computer and office equipment. We intend to use these facilities for the time being until we feel we have outgrown them. We currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.
ITEM 4.
ITEM 4. REMOVED AND RESERVED
PART II
ITEM 5.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
On October 12, 2006 our common stock was listed for quotation on the Over-the-Counter Bulletin Board under the symbol OVCR. There has been no active trading market and thus no high and low sales prices to report. On August 12, 2008, we have changed our name from "Oliver Creek Resources Inc." to "Independence Energy Corp.". The name change became effective with the Over-the-Counter Bulletin Board at the opening for trading on August 12, 2008 under the new stock symbol "IDNG".
SHARES AVAILABLE UNDER RULE 144
There are currently 12,000,000 shares of common stock that are considered restricted securities under Rule 144 of the Securities Act of 1933. All 12,000,000 shares are held by our officer and director. In general, under Rule 144 as amended, a person who has beneficially owned and held restricted securities for at least six months, including affiliates, may sell publicly without registration under the Securities Act, within any three-month period, assuming compliance with other provisions of the Rule, a number of shares that do not exceed the greater of(i) one percent of the common stock then outstanding or, (ii) the average weekly trading volume in the common stock during the four calendar weeks preceding such sale.
HOLDERS
As of January 31, 2011, we have 24,000,000 Shares of $0.001 par value common stock issued and outstanding held by 29 shareholders of record.
The stock transfer agent for our securities is Holladay Stock Transfer, 2939 North 67th Place, Scottsdale, Arizona 85251, telephone (480)481-3940.
DIVIDENDS
We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on its common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the board of directors considers relevant.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
SUMMARY FOR YEARS ENDING JANUARY 31, 2011 AND 2010
Year Ended January 31, 2011 2010 -------- --------
Revenue $ Nil $ Nil Operating Expenses $ 13,719 $ 13,583 Net Loss $ 13,719 $ 13,583
EXPENSES
Our operating expenses for the years ended January 31, 2011 and 2010 are outlined in the table below:
Year Ended January 31, 2011 2010 -------- -------- General and administrative $ 3,719 $ 3,583 Professional fees $ 10,000 $ 10,000 Consulting fees $ 0 $ 0
REVENUE
We have not earned any revenues since our inception and we do not anticipate earning revenues in the upcoming quarter.
EQUITY COMPENSATION
We currently do not have any stock option or equity compensation plans or arrangements.
LIQUIDITY AND FINANCIAL CONDITION
WORKING CAPITAL
At At Percentage January 31, January 31, Increase/ 2011 2010 Decrease -------- -------- --------
Current Assets $ 1,311 $ 3,081 -55% Current Liabilities $ 23,745 $ 11,796 +101% Working Capital (deficit) $(22,434) $ (8,715) +155%
CASH FLOWS
Year Ended Year Ended January 31, January 31, 2011 2010 -------- --------
Net Cash (Used in) Operating Activities $(10,974) $(11,783) Net Cash Provided by Investing Activities $ 0 $ 0 Net Cash Provided by Financing Activities $ 9,204 $ 8,796 (DECREASE) IN CASH DURING THE PERIOD $ (1,769) $ (2,987)
We have generated no revenue since inception and have incurred $82,434 in expenses through January 31, 2011. We had a net loss of $13,719 and $13,583 for the years ended January 31, 2011 and 2010, respectively. These expenses consisted of professional fees and administrative expenses.
Our cash in the bank at January 31, 2011 was $1,311. At the same time our outstanding liabilities were $23,745. Cash provided by financing activities since inception is as follows:
1. On November 30, 2005, a total of 1,000,000 shares of Common Stock were issued to Mr. Thomson, a director, in exchange for cash in the amount of $10,000, or $.01 per share.
2. During the months of April - June, 2006 1,000,000 units from the Company's registered SB-2 offering were sold reflecting 1,000,000 units of common stock at issued price $0.05 per unit for a total of $50,000. Each unit consisted of one share and one share purchase warrant. Each share purchase warrant was valid for a period of two years from the date of the prospectus, expiring on March 22, 2008. None of the warrants were exercised prior to expiration.
3. Effective August 12, 2008, we affected a 12 for one forward stock split of our issued and outstanding common stock. As a result, our authorized capital remains at 75,000,000 shares of common stock with a par value of $0.001 and our issued and outstanding shares increased from 2,000,000 shares of common stock to 24,000,000 shares of common stock.
GOING CONCERN
We are an exploration stage company and currently have no operations. Our independent auditor has issued an audit opinion for the company which includes a statement expressing substantial doubt as to our ability to continue as a going concern.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
PLAN OF OPERATION
We have had one resource property to date known as the Thistle Claim located in British Columbia, Canada. We completed Phase I of the exploration program on our Thistle Claim which consisted of conducting detailed geological mapping of all roads within and buttressing the claims and silt sampling of each drainage or draw. Based on the information available to us from our Phase I exploration program, we determined that the Thistle Claim did not, in all likelihood, contain a commercially viable mineral deposit, and we therefore abandoned any further exploration on the property.
As a result, we are investigating several other business opportunities to enhance shareholder value, and are focused on the oil and gas industry with the acquisition of oil and natural gas assets both in Canada and the United States. These consist of natural gas production and oils sands exploration in Canada and off-shore exploration in the Texas Gulf area of the Unites States. Subject to completing due diligence and funding sources being available we intend to pursue business opportunities in the oil and gas business.
We will require additional funding to proceed. We cannot provide investors with any assurance that we will be able to raise sufficient funds to fund any work in the oil and gas business.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS
Chang G. Park, CPA, Ph. D. * 2667 CAMINO DEL RIO S. PLAZA B * SAN DIEGO * CALIFORNIA 92108-3707 * * TELEPHONE (858)722-5953 * FAX (858) 761-0341 * FAX (858) 433-2979 * E-MAIL changgpark@gmail.com *
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders Independence Energy Corp.
We have audited the accompanying balance sheets of Independence Energy Corp. (An Exploration Stage "Company") as of January 31, 2011 and 2010 and the related statements of operations, changes in shareholders' equity and cash flows for the years then ended January 31, 2011 and 2010, and for the period from November 30, 2005 (inception) to January 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Independence Energy Corp. as of January 31, 2011, and the result of its operations and its cash flows for the years then ended and for the period from November 30, 2005 (inception) to January 31, 2011 in conformity with U.S. generally accepted accounting principles.
The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company's losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Chang Park ---------------------------------- CHANG G. PARK, CPA
May 2, 2011 San Diego, CA. 92108
Member of the California Society of Certified Public Accountants Registered with the Public Company Accounting Oversight Board
INDEPENDENCE ENERGY CORP. (An Exploration Stage Company) Balance Sheets --------------------------------------------------------------------------------
See Notes to Financial Statements
INDEPENDENCE ENERGY CORP. (An Exploration Stage Company) Statements of Operations --------------------------------------------------------------------------------
See Notes to Financial Statements
INDEPENDECE ENERGY CORP. (An Exploration Stage Company) Statement of Changes in Stockholders' Equity From November 30, 2005 (Inception) through January 31, 2011 --------------------------------------------------------------------------------
Note: On August 12, 2008 the Company effected a 12 for 1 forward split of its share capital such that every one share of common stock issued and outstanding prior to the split was exchanged for twelve post-split shares of common stock.
See Notes to Financial Statements
INDEPENDENCE ENERGY CORP. (An Exploration Stage Company) Statements of Cash Flows --------------------------------------------------------------------------------
See Notes to Financial Statements
INDEPENDENCE ENERGY CORP. (An Exploration Stage Company) Notes to Financial Statements January 31, 2011 --------------------------------------------------------------------------------
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Independence Energy Corp. (formerly Oliver Creek Resources Inc., the "Company") was incorporated under the laws of the State of Nevada on November 30, 2005. The Company was formed to engage in the acquisition, exploration and development of natural resource properties.
The Company is in the exploration stage. Its activities to date have been limited to capital formation, organization and development of its business plan. The Company has completed the initial phase of its exploration program.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a January 31, year-end.
B. BASIC NET LOSS PER SHARE
Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.
C. CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
D. USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
INDEPENDENCE ENERGY CORP. (An Exploration Stage Company) Notes to Financial Statements January 31, 2011 --------------------------------------------------------------------------------
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
E. INCOME TAXES
Income taxes are provided in accordance with ASC 740, INCOME TAXES. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
F. REVENUE
The Company records revenue on the accrual basis when all goods and services have been performed and delivered, the amounts are readily determinable, and collection is reasonably assured. The Company has not generated any revenue since its inception.
G. ADVERTISING
The Company will expense its advertising when incurred. There has been no advertising since inception.
H. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Company has evaluated all the recent accounting pronouncements through the date the financial statements were issued and filed with the Securities and Exchange Commission and believe that none of them will have a material effect on the company's financial statements.
NOTE 3. GOING CONCERN
The accompanying financial statements are presented on a going concern basis. The Company had no operations during the period from November 30, 2005 (inception) to January 31, 2011 and generated a net loss of $82,434. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company is currently in the exploration stage and has minimal expenses, though it currently has a cash balance of $1,311 it has insufficient cash to cover the expenses they will incur during the next twelve months.
INDEPENDENCE ENERGY CORP. (An Exploration Stage Company) Notes to Financial Statements January 31, 2011 --------------------------------------------------------------------------------
NOTE 4. RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. From September 1, 2008 through January 31, 2010 the Company paid a director $100 per month and from February 1, 2010 onwards has paid $125 per month for use of office space and services. Bruce Thomson, sole officer and director of the Company is involved in other business activities and may, in the future, become involved in other business opportunities as they become available, he may face a conflict in selecting between the Company and his other business interests. The Company has not formulated a policy for the resolution of such conflicts.
As of January 31, 2011, there is a loan payable due to Bruce Thomson for $18,000, with no specific repayment terms.
NOTE 5. INCOME TAXES
As of January 31, 2011 ---------------------- Deferred tax assets: Net operating tax carryforwards $ 28,028 Other 0 -------- Gross deferred tax assets 28,028 Valuation allowance (28,028) --------
Net deferred tax assets $ 0 ========
Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.
NOTE 6. NET OPERATING LOSSES
As of January 31, 2011, the Company has a net operating loss carryforwards of approximately $82,434. Net operating loss carryforward expires twenty years from the date the loss was incurred.
INDEPENDENCE ENERGY CORP. (An Exploration Stage Company) Notes to Financial Statements January 31, 2011 --------------------------------------------------------------------------------
NOTE 7. STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair value of the consideration received. Transactions with employees' stock issuance are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable.
On November 30, 2005 the Company issued a total of 12,000,000 shares of common stock to one director for cash in the amount of $10,000.
On June 12, 2006 the Company issued 12,000,000 units from the Company's registered SB-2 offering reflecting 12,000,000 shares of common stock.
On August 12, 2008 the Company effected a 12 for 1 forward split of its issued and outstanding share capital such that every one share of common stock issued and outstanding prior to the split was exchanged for twelve post-split shares of common stock. The number of shares referred to in the previous paragraphs is post-split number of shares. The Company's post-split authorized capital remains unchanged at 75,000,000 shares of common stock with a par value of $0.001 per share. All share amounts have been retroactively adjusted for all periods presented.
As of January 31, 2011 the Company had 24,000,000 shares of common stock issued and outstanding.
NOTE 8. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following class of capital stock as of January 31, 2011:
Common stock, $ 0.001 par value: 75,000,000 shares authorized; 24,000,000 shares issued and outstanding.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
None.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer (our president), we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to our company, particularly during the period when this report was being prepared.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the company.
Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
Under the supervision and with the participation of our president, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of January 31, 2011, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the evaluation date due to the factors stated below.
Management assessed the effectiveness of the Company's internal control over financial reporting as of evaluation date and identified the following material weaknesses:
INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.
INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to properly implement control procedures.
LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS: We do not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.
Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future.
Management, including our president, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter for our fiscal year ended January 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART III
ITEM 10.
ITEM 10. DIRECTOR AND EXECUTIVE OFFICER
The director and officer of Independence Energy Corp., whose one year term will expire 11/30/11, or at such a time as his successor(s) shall be elected and qualified is as follows:
Name & Address Age Position Date First Elected Term Expires -------------- --- -------- ------------------ ------------
Bruce Thomson, B.A.Sc. 63 President, 11/30/05 11/30/11 68 Everwillow Park SW Secretary, Calgary AB Treasurer, Canada T2Y 5C6 CFO, CEO & Director
The foregoing person is a promoter of Independence Energy Corp., as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act of 1933.
Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified.
Mr. Thomson currently devotes 2 - 5 hours per week to company matters. Mr. Thomson intends to devote as much time as the board of directors deems necessary to manage the affairs of the company in the future.
No executive officer or director of the corporation has been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limiting him or her from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.
No executive officer or director of the corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending.
RESUME
Bruce Thomson has been the President, CEO, Treasurer, CFO, and Director of the Company since inception. From April 2005 to the present he has been President, CEO and a Director of Premium Petroleum Inc. In August 2005, Premium Petroleum Inc. was acquired by Premium Petroleum Corp., a publicly-traded Wyoming corporation trading on the Pink Sheets that is in business of oil and gas exploration and development; from which time Bruce Thomson has been the President, CEO, and director. From 2000 to the present, he has been a self-employed business consultant involved in venture capital finance.
Mr. Thomson graduated in 1970 from the University of British Columbia located in Vancouver, BC, obtaining the degree of Bachelor of Applied Science in Electrical Engineering (B.A.Sc.). Through option courses he also completed 50% of the required credits toward an MBA degree while studying engineering. In 1991 he passed the Canadian Securities Course from the Canadian Securities Institute and
obtained a securities license allowing him to practice as an investment advisor to do venture capital financing and retail brokerage in Canada, which he did until April 2000.
During the period of 1982 to 1987 Mr. Thomson was a founding shareholder and director of Hycroft Resources and Development Corporation, a successful gold mining company which traded on the Toronto Stock Exchange. After raising over $50,000,000 in funding, the company's Cowfoot Project near Winnemucca, Nevada, was put into production and yielded over 100,000 ounces of gold per year for 12 years.
Mr. Thomson has over 30 years of entrepreneurial business experience in private and public companies, with expertise in management, marketing, and finance.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
DIRECTOR COMPENSATION
There are no current employment agreements between the company and its executive officer.
On November 30, 2005, a total of 1,000,000 shares of Common Stock were issued to Mr. Thomson in exchange for cash in the amount of $10,000 U.S., or $.01 per share. The terms of these stock issuances were as fair to the company, in the opinion of the Board of Directors, as could have been made with an unaffiliated third party. In making this determination they relied upon the fact that the 1,000,000 shares were valued at $0.01and purchased for $10,000 in cash. Effective August 12, 2008, we affected a 12 for one forward stock split of our issued and outstanding common stock. As a result Mr. Thomson now has a total of 12,000,000 shares of our common stock.
The officer currently devotes an immaterial amount of time to manage the affairs of the company. Mr. Thomson currently devotes approximately 2 - 5 hours per week. He has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information on the ownership of Independence Energy's voting securities by officers, directors and major shareholders as well as those who own beneficially more than five percent of our common stock:
Name & Address No. of Percentage of of Beneficial Owner Shares Ownership ------------------- ------ ---------
Bruce Thomson 12,000,000 50% 68 Everwillow Park SW Calgary, AB Canada T2Y 5C6
All Officers and Directors as a Group 12,000,000 50%
---------- (1) The person named above may be deemed to be a "parent" and "promoter" of the Company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his direct holdings in the Company.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The principal executive office and telephone number are provided by Mr. Thomson, the officer and a director of the corporation. Between February 1, 2006 and January 31, 2007 the company paid Mr. Thomson $100 per month rent for the use of the premises. Beginning in September 2008 the company again began paying Mr. Thomson $100 a month for the use of the premises.
As of January 31, 2011 and 2010, there is a total of $18,000 and $8,796 that is owed to Bruce Thomson by the Company for expenses that he has paid on behalf of the company. The loan is interest free and payable on demand.
On November 30, 2005, a total of 1,000,000 shares of Common Stock were issued to Mr. Thomson in exchange for $10,000 US, or $.01 per share. All of such shares are "restricted" securities, as that term is defined by the Securities Act of 1933, as amended, and are held by an officer and director of the Company. (See "Principal Stockholders".) Effective August 12, 2008, we affected a 12 for one forward stock split of our issued and outstanding common stock. As a result Mr. Thomson now has a total of 12,000,000 shares of our common stock.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The total fees charged to the company for audit services were $10,000, for audit-related services were $Nil, for tax services were $Nil and for other services were $Nil during the year ended January 31, 2011.
The total fees charged to the company for audit services were $10,000, for audit-related services were $Nil, for tax services were $Nil and for other services were $Nil during the year ended January 31, 2010.
PART IV
ITEM 15.
ITEM 15. EXHIBITS
The following exhibits are included with this filing:
Exhibit Number Description ------ -----------
* 3(i) Articles of Incorporation * 3(ii) Bylaws 31 Sec. 302 Certification of CEO/CFO 32 Sec. 906 Certification of CEO/CFO
---------- * (incorporated by reference to our registration statement on form SB-2 filed on March 7, 2006).
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing Form 10-K and authorized this annual report to be signed on its behalf by the undersigned, in the city of Calgary, province of Alberta, on May 2, 2011.
Independence Energy Corp.
/s/ Bruce Thomson ------------------------------------- By: Bruce Thomson (Principal Executive Officer)
In accordance with the requirements of the Securities Act of 1933, this annual report was signed by the following person in the capacities and date stated.
/s/ Bruce Thomson May 2, 2011 ------------------------------------- ----------- Bruce Thomson, President & Director Date (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)