0001165527-13-000841.txt : 20131007 0001165527-13-000841.hdr.sgml : 20131007 20131007141313 ACCESSION NUMBER: 0001165527-13-000841 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130923 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131007 DATE AS OF CHANGE: 20131007 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Independence Energy Corp. CENTRAL INDEX KEY: 0001353406 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 203866475 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-54323 FILM NUMBER: 131138781 BUSINESS ADDRESS: STREET 1: 3020 OLD RANCH PARKWAY, SUITE 300 CITY: SEAL BEACH STATE: CA ZIP: 90740 BUSINESS PHONE: (562) 799-5588 MAIL ADDRESS: STREET 1: 3020 OLD RANCH PARKWAY, SUITE 300 CITY: SEAL BEACH STATE: CA ZIP: 90740 FORMER COMPANY: FORMER CONFORMED NAME: Oliver Creek Resources Inc. DATE OF NAME CHANGE: 20060214 8-K/A 1 g7098.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 23, 2013 INDEPENDENCE ENERGY CORP. (Exact name of registrant as specified in its charter) Nevada 000-54323 20-3866475 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3020 Old Ranch Parkway, Suite 300, Seal Beach, CA 90740 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (562) 799-5588 N/A (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) EXPLANATORY NOTE: THIS AMENDMENT IS FILED TO CORRECT A CLERICAL ERROR IN OUR REPORT ON FORM 8-K ORIGINALLY FILED ON SEPTEMBER 27, 2013. OUR COMPANY WAS MISNAMED IN THE ORIGINAL REPORT. ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES On September 23, 2013, Independence Energy Corp. ("we", "us","our") closed a securities purchase agreement dated September 17, 20123 with Asher Enterprises, Inc. Under the terms of the agreement, our company issued an 8% convertible promissory note, in the principal amount of $32,500 (the "NOTE"), which matures on June 19, 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 June 19, 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 September 17, 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 June 19, 2014, the Note shall bear interest at the rate of 22%. The Note was issued to Asher Enterprises, Inc. 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 9.01 FINANCIAL STATEMENTS AND EXHIBITS 10.2 Form of Securities Purchase Agreement dated September 17, 2013 with Asher Enterprises, Inc. (incorporated by reference from our Form 8-K filed on September 27, 2013) 10.3 Form of Convertible Promissory Note dated September 17, 2013. (incorporated by reference from our Form 8-K filed on September 27, 2013) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INDEPENDENCE ENERGY CORP. /s/ Gregory C. Rotelli ------------------------------------- Gregory C. Rotelli President and Director Date: September 27, 2013 2