UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended |
July 31, 2014 |
| ¨ | TRANSITION REPORT PURSUANT
TO 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 incorporation or organization) |
|
(IRS Employer Identification No.) |
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 (§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 |
¨ |
(Do not check if a smaller reporting company) |
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
Independence Energy Corp. had
345,188,164 shares of its common stock issued and outstanding as of September 12, 2014.
Independence Energy Corp.
July 31, 2014
Index
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Independence Energy Corp.
Condensed Balance
Sheets
| |
July 31, 2014 | | |
January 31, 2014 | |
| |
(unaudited) | | |
| |
ASSETS | |
| | | |
| | |
| |
| | | |
| | |
Current Assets | |
| | | |
| | |
| |
| | | |
| | |
Cash | |
$ | 2,161 | | |
$ | 7,292 | |
Prepaid expenses and deposits | |
| – | | |
| 3,100 | |
Deferred financing charge | |
| – | | |
| 1,264 | |
Held for sale - oil and gas properties | |
| 56,645 | | |
| – | |
| |
| | | |
| | |
Total Current Assets | |
| 58,806 | | |
| 11,656 | |
| |
| | | |
| | |
Oil and gas properties | |
| – | | |
| 208,678 | |
Intangible assets | |
| 320,431 | | |
| – | |
| |
| | | |
| | |
Total Assets | |
$ | 379,237 | | |
$ | 220,334 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |
| | | |
| | |
| |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
| |
| | | |
| | |
Accounts payable and accrued liabilities | |
$ | 30,355 | | |
$ | 11,488 | |
Convertible debenture, net of unamortized discount of $0 and $41,666, respectively | |
| – | | |
| 35,834 | |
Loan payable | |
| 156,697 | | |
| 156,697 | |
Derivative liability | |
| – | | |
| 97,237 | |
Due to related party | |
| 44,451 | | |
| – | |
Liabilities of oil and gas properties | |
| 56,645 | | |
| 61,469 | |
| |
| | | |
| | |
Total Liabilities | |
| 288,148 | | |
| 362,725 | |
| |
| | | |
| | |
Commitments and Contingencies | |
| – | | |
| – | |
| |
| | | |
| | |
Stockholders’ Equity (Deficit) | |
| | | |
| | |
| |
| | | |
| | |
Common Stock | |
| | | |
| | |
Authorized: 375,000,000 common shares, with a par value of $0.001 per share Issued and outstanding: 345,188,164 and 129,304,155 common shares, respectively | |
| 345,188 | | |
| 129,304 | |
| |
| | | |
| | |
Additional paid-in capital | |
| 892,832 | | |
| 541,497 | |
| |
| | | |
| | |
Deficit accumulated | |
| (1,146,931 | ) | |
| (813,192 | ) |
| |
| | | |
| | |
Total Stockholders’ Equity (Deficit) | |
| 91,089 | | |
| (142,391 | ) |
| |
| | | |
| | |
Total Liabilities and Stockholders’ Equity (Deficit) | |
$ | 379,237 | | |
$ | 220,334 | |
(The accompanying notes are an integral
part of these condensed financial statements)
Independence Energy Corp.
Condensed Statements of Operations and Comprehensive
Loss
(unaudited)
| |
Three Months
Ended July 31, | | |
Six Months Ended July 31, | |
| |
2014 | | |
2013 | | |
2014 | | |
2013 | |
| |
| | |
| | |
| | |
| |
Revenue | |
$ | – | | |
$ | – | | |
$ | – | | |
$ | – | |
| |
| | | |
| | | |
| | | |
| | |
Operating Expenses | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
General and administrative | |
| 70,699 | | |
| 25,681 | | |
| 107,768 | | |
| 62,853 | |
Professional fees | |
| 1,750 | | |
| 13,741 | | |
| 26,715 | | |
| 32,526 | |
| |
| | | |
| | | |
| | | |
| | |
Total Operating Expenses | |
| 72,449 | | |
| 39,422 | | |
| 134,483 | | |
| 95,379 | |
| |
| | | |
| | | |
| | | |
| | |
Net Operating Loss | |
| (72,449 | ) | |
| (39,422 | ) | |
| (134,483 | ) | |
| (95,379 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other Income (Expense) | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Amortization of debt discount | |
| – | | |
| (1,283 | ) | |
| (74,166 | ) | |
| (496 | ) |
Amortization of deferred financing charges | |
| – | | |
| – | | |
| (1,264 | ) | |
| – | |
Gain on change in fair value of derivative liability | |
| – | | |
| – | | |
| 24,029 | | |
| – | |
Interest expense | |
| – | | |
| – | | |
| (116 | ) | |
| (1,092 | ) |
| |
| | | |
| | | |
| | | |
| | |
Total Other Expense, net | |
| – | | |
| (1,283 | ) | |
| (51,517 | ) | |
| (1,588 | ) |
| |
| | | |
| | | |
| | | |
| | |
Loss from Continuing Operations | |
| (72,449 | ) | |
| (40,705 | ) | |
| (186,000 | ) | |
| (96,967 | ) |
| |
| | | |
| | | |
| | | |
| | |
Discontinued Operations (Note 7) | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Loss from discontinued operations | |
| (147,739 | ) | |
| – | | |
| (147,739 | ) | |
| – | |
| |
| | | |
| | | |
| | | |
| | |
Loss on Discontinued Operations | |
| (147,739 | ) | |
| – | | |
| (147,739 | ) | |
| – | |
| |
| | | |
| | | |
| | | |
| | |
Net Loss and Comprehensive Loss | |
$ | (220,188 | ) | |
$ | (40,705 | ) | |
$ | (333,739 | ) | |
$ | (96,967 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net Loss Per Share, Basic and Diluted | |
$ | – | | |
$ | – | | |
$ | – | | |
$ | – | |
| |
| | | |
| | | |
| | | |
| | |
Weighted Average Shares Outstanding, Basic and Diluted | |
| 345,188,164 | | |
| 121,804,155 | | |
| 255,907,955 | | |
| 121,804,155 | |
(The accompanying notes are an integral
part of these condensed financial statements)
Independence Energy
Corp.
Condensed Statements of Cash Flows
(unaudited)
| |
Six Months Ended July 31, | |
| |
2014 | | |
2013 | |
Operating Activities | |
| | | |
| | |
| |
| | | |
| | |
Net loss from continuing operations | |
$ | (186,000 | ) | |
$ | (96,967 | ) |
| |
| | | |
| | |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| |
| | | |
| | |
Amortization of discount on convertible debenture | |
| 74,166 | | |
| 496 | |
Amortization of deferred financing charges | |
| 1,264 | | |
| – | |
Gain on change in fair value of derivative liability | |
| (24,029 | ) | |
| – | |
| |
| | | |
| | |
Changes in operating assets and liabilities: | |
| | | |
| | |
| |
| | | |
| | |
Prepaid expense and deposits | |
| 3,100 | | |
| 2,127 | |
Accounts payable and accrued liabilities | |
| 22,460 | | |
| 822 | |
Due to a related party | |
| 44,451 | | |
| – | |
| |
| | | |
| | |
Net Cash Used in Operating Activities | |
| (64,588 | ) | |
| (93,522 | ) |
| |
| | | |
| | |
Financing activities | |
| | | |
| | |
| |
| | | |
| | |
Proceeds from acquisition transaction | |
| 60,000 | | |
| – | |
| |
| | | |
| | |
Proceeds from issuance of convertible debenture | |
| – | | |
| 103,000 | |
| |
| | | |
| | |
Net Cash Provided by Financing Activities | |
| 60,000 | | |
| 103,000 | |
| |
| | | |
| | |
Discontinued operations: | |
| | | |
| | |
| |
| | | |
| | |
Operating activities | |
| (543 | ) | |
| – | |
| |
| | | |
| | |
Net Cash Used in Discontinued Operations | |
| (543 | ) | |
| – | |
| |
| | | |
| | |
Increase (Decrease) in Cash | |
| (5,131 | ) | |
| 9,478 | |
| |
| | | |
| | |
Cash, Beginning of Period | |
| 7,292 | | |
| 36,235 | |
| |
| | | |
| | |
Cash, End of Period | |
$ | 2,161 | | |
$ | 45,713 | |
| |
| | | |
| | |
Non-cash investing and financing activities: | |
| | | |
| | |
Beneficial conversion feature of convertible debenture | |
$ | – | | |
$ | 4,600 | |
Shares issued on conversion of convertible debt | |
$ | 147,212 | | |
$ | – | |
Shares issued for acquisition of intangible assets | |
$ | 320,431 | | |
$ | – | |
| |
| | | |
| | |
Supplemental Disclosures | |
| | | |
| | |
Interest paid | |
$ | – | | |
$ | – | |
Income tax paid | |
$ | – | | |
$ | – | |
(The accompanying notes are an integral
part of these condensed financial statements)
Independence Energy Corp.
Notes to the Condensed Financial Statements
(unaudited)
| 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. On March 31, 2014, the Company acquired the exclusive right
to distribute certain medical products and has changed its focus to the medical products distribution business.
Going Concern
These financial statements
have been prepared on a going concern basis, which implies that the Company will be able to continue as a going concern
without further financing. Currently, the Company must continue to realize its assets to 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, 2014, the Company
had a working capital deficit of $229,347 and an accumulated deficit of $1,146,931. 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 medical products distribution
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 |
These financial statements and
related notes are presented in accordance with accounting principles generally accepted in the United States (“GAAP”).
The Company’s fiscal year-end is January 31.
The financial statements
and related notes are prepared in conformity with GAAP which 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 long-lived assets, 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, 2014 and 2013, the Company had no potentially
dilutive shares.
Independence Energy Corp.
Notes to the Condensed Financial Statements
(unaudited)
| 2. | Summary of Significant Accounting Policies (continued) |
| e) | Oil and Gas Property Costs |
The Company utilizes the full-cost
method of accounting for oil 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. If the Company obtains proven oil and natural 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 and exploratory wells in progress
are not amortized until it is determined whether or not proved reserves could 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 natural 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 could 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. During the period ended July 31, 2014, the Company decided that it
does not intend to continue its oil and gas business and the relevant assets have been impaired.
| f) | Asset Retirement Obligations |
The Company accounts for asset
retirement obligations in accordance with standards which require the Company to record the fair value of liabilities related to
future asset retirement obligations in the period the obligation is incurred. Generally, the amount of the asset retirement
obligation and the costs capitalized will be equal to the estimated future cost to satisfy the abandonment obligation using current
prices that are escalated by an assumed inflation factor after discounting the future cost back to the date that the abandonment
obligation was incurred using an assumed cost of funds rate for the Company. After initially recording such amounts, these asset
retirement obligations are accreted to their future estimated value using the same assumed cost of funds and the capitalized costs
are depleted using the future gross revenue method over the productive lives of the Company’s oil and gas properties.
This is accounted for as a reduction of assets held for sale as these are directly related to the assets to be disposed.
| g) | Beneficial Conversion Features |
From time to time, the Company
may issue convertible notes that may contain an imbedded beneficial conversion feature. A beneficial conversion feature exists
on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into
is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note
proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion
feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized
to interest expense over the life of the note using the effective interest method.
From time to time, the Company
may issue equity instruments that may contain an embedded derivative instrument which may result in a derivative liability. A derivative
liability exists on the date the equity instrument is issued when there is a contingent exercise provision. The derivative liability
is recorded at its fair value calculated by using an option pricing model such as a multi-nominal lattice model. The fair value
of the derivative liability is then calculated on each balance sheet date with the corresponding changes in the asset or liability
recorded as derivative gains and losses in the consolidated statement of operations.
Potential benefits of income
tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Income
Taxes, as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses
carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because
the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
Independence Energy Corp.
Notes to the Condensed Financial Statements
(unaudited)
| 2. | Summary of Significant Accounting Policies (continued) |
ASC 220, Comprehensive Income,
establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of
July 31, 2014, the Company had no items that represented comprehensive loss and, therefore, did not include a schedule
of comprehensive loss in the financial statements.
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.
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.
Certain financial statement items
have been reclassified to conform to current period financial reporting requirements.
| m) | Recent Accounting Pronouncements |
The Company has limited operations
and is considered to be in the development stage. In the period ended July 31, 2014, the Company has elected to early adopt Accounting
Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements.
The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage.
The Company 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.
Independence Energy Corp.
Notes to the Condensed Financial Statements
(unaudited)
| a) | On December 15, 2011, the Company acquired a 2.5% interest in four wells in the Quinlan Lease (the
“Quinlan Lease”) from Wise Oil and Gas LLC (“Wise”) for $39,040, with the option to increase the interest
to 10%. The Quinlan Lease is located in Pottawatomie County, Oklahoma. |
On December 23, 2011, the Company
acquired an additional 2.5% interest in the Quinlan Lease for $39,040. On March 1, 2012, the Company acquired an additional
5% interest in the Quinlan Lease for $78,080, which brought the Company’s total interest in the Quinlan Lease to 10%.
During the period ended July 31,
2014, the Company decided to discontinue their interest in the Quinlan Lease. As a result, the Company recognized an impairment
of $147,739 to reflect the net liabilities owed on oil and gas production.
| b) | On March 29, 2012, the Company acquired a 5% interest in a 70% net revenue interest in certain
properties located in Coleman County, Texas for $115,000. On June 28, 2012, the Company amended the original agreement so that
the Company has a 7% interest in a 75% net revenue interest in such properties for an additional payment of $47,000, which replaced
the terms of the original agreement. |
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 such properties
in Coleman County, Texas for $82,500. On June 8, 2012, the Company acquired a 12.5% interest in such wells, with an option to acquire
an additional 12.5% interest, for $90,785. Collectively, these properties in Coleman County, Texas comprised an area of 2,421 acres.
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 such agreement, the Company transferred its working interests in the properties in Coleman County, Texas for a
100% interest in approximately 1,400 acres of the Coleman County South Lease held by Black Strata, LLC.
During the year ended January 31,
2014, the Company elected not to renew the working interest in the Coleman County South Lease and recognized an impairment of $335,285
to reflect the book value of such lease.
On
March 31, 2014, the Company entered into an asset purchase agreement (the “Agreement”) with American
Medical Distributors, LLC (“AMD”) where the Company acquired the intangible assets of AMD in exchange for the
issuance of 152,172,287 shares of the Company’s common stock with a fair value of $320,431 based on the fair value of
such shares on the date of issuance. As a part of this asset acquisition, the Company received $60,000
of financing.
| a) | On July 15, 2013, the Company issued an unsecured convertible note in a principal amount of $57,000
bearing interest at 8% per annum and due on April 17, 2014 (the “April 2014 Note”). The April 2014 Note was convertible
into shares of common stock 180 days after the date of issuance (or January 11, 2014) at a conversion rate of 58% of the average
of the three lowest closing bid prices of the shares of the Company’s common stock for the ten trading days ending one trading
day prior to the date the conversion notice was sent by the holder to the Company. During the year ended January 31, 2014, the
Company issued 7,500,000 shares of its common stock upon the conversion of $12,000 of the principal amount of the April 2014 Note.
During the period ended July 31, 2014, the Company issued an additional 35,545,055 shares of its common stock upon the conversion
of the remaining $45,000 of the principal amount of the April 2014 Note plus $2,280 of accrued interest. |
In accordance with ASC 470-20, “Debt
with Conversion and Other Options”, the Company recognized the intrinsic value of the embedded beneficial conversion feature
of the April 2014 Note equal to the principal amount of $57,000 and an equivalent discount which was charged to operations over
the term of the April 2014 Note. During the six month period ended July 31, 2014, the Company had amortized the [remaining] $41,666
of the debt discount to interest expense. As of July 31, 2014, the April 2014 Note was no longer outstanding and the Company did
not have a carrying value for such note.
| b) | On September 17, 2013, the Company issued an unsecured convertible note in a principal amount of
$32,500 bearing interest at 8% per annum and due on June 19, 2014 (the “June 2014 Note”). The Company received $30,000,
net of issuance fee of $2,500. The June 2014 Note was convertible into shares of common stock 180 days after the date of issuance
(or March 16, 2014) at a conversion rate of 58% of the average of the three lowest closing bid prices of the shares of the Company’s
common stock for the ten trading days ending one trading day prior to the date the conversion notice was sent by the holder to
the Company. During the three month period ended July 31, 2014, the Company issued 28,166,667 shares of its common stock upon the
conversion of the full $32,500 of the principal of the June 2014 Note plus $1,300 of accrued interest. |
In accordance with ASC 470-20, “Debt
with Conversion and Other Options”, the Company recognized the intrinsic value of the embedded beneficial conversion feature
of the June 2014 Note equal to the principal amount of $32,500 and an equivalent discount which was charged to operations over
the term of the June 2014 Note. During the six month period ended July 31, 2014, the Company had amortized the full $32,500 of
the debt discount to interest expense. As of July 31, 2014, the June 2014 Note was no longer outstanding and the Company did not
have a carrying value for such note.
Independence Energy Corp.
Notes to the Condensed Financial Statements
(unaudited)
In December 2011, the
Company received a loan in the amount of $156,697 from an unrelated third party. The loan is non-interest
bearing, unsecured and due on demand.
| 7. | Related Party Transactions |
| a) | During the three month period ended July 31, 2014, the Company incurred $22,500 to a director
for management and consulting services. |
| b) | During the three month period ended July 31, 2014, the Company incurred $30,000 to its
Chief Executive Officer for consulting
services. |
| 8. | Discontinued operations |
On June 23, 2014,
the Company impaired its remaining oil and natural gas properties and changed its focus to the medical products distribution
business. The Company’s oil and gas properties have been classified as held for sale and are reflected at the estimated
fair value expected to be realized by the Company. As a result, the Company’s impairment of its oil and
gas properties and change in direction for the Company’s business, all expenses related to the oil and natural
gas operations have been classified as discontinued operations.
The results of discontinued
operations are summarized as follows:
| |
For the Three Months Ended July 31, | | |
For the Six Months Ended July 31, | |
| |
2014 | | |
2013 | | |
2014 | | |
2013 | |
| |
| | |
| | |
| | |
| |
Operating Expenses | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Impairment of oil and natural gas property | |
$ | 147,739 | | |
$ | – | | |
$ | 147,739 | | |
$ | – | |
| |
| | | |
| | | |
| | | |
| | |
Total Operating Expenses | |
| 147,739 | | |
| – | | |
| 147,739 | | |
| – | |
| |
| | | |
| | | |
| | | |
| | |
Net Loss From Discontinued Operations | |
$ | (147,739 | ) | |
$ | – | | |
$ | (147,739 | ) | |
$ | – | |
Subsequent to July 31,
2014, we borrowed $15,100 from two stockholders pursuant to a promissory note. The promissory note accrues interest at 7%
per annum and is due upon demand.
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. Forward-looking statements are all statements
other than statements of historical facts. The words “may,” “can,” “will” “should,”
“plans,” “believes,” “estimates,” “expects,” “projects,” “targets,”
“intends,” “potential,” “proposed,” and any similar expressions are intended to identify those
assertions as forward-looking statements. Investors are cautioned that forward-looking statements are inherently uncertain. Actual
performance and results may differ materially from that projected or suggested herein due to certain risks and uncertainties. In
evaluating these statements, you should consider the various factors which may cause 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. We undertake no obligation to revise or update
any forward-looking statements.
Working Capital
| |
July 31, | | |
January 31, | |
| |
2014 | | |
2014 | |
Current Assets | |
$ | 58,806 | | |
$ | 11,656 | |
Current Liabilities | |
$ | 288,148 | | |
$ | 362,725 | |
Working Capital (Deficit) | |
$ | (229,342 | ) | |
$ | (351,069 | ) |
Cash Flows
| |
Six months ended July 31, | |
| |
2014 | | |
2013 | |
Cash Flows used in Operating Activities | |
$ | (64,588 | ) | |
$ | (93,522 | ) |
Cash Flows from Financing Activities | |
$ | 60,000 | | |
$ | 103,000 | |
Net Increase (decrease) in Cash During Period | |
$ | (5,131 | ) | |
$ | 9,478 | |
Operating Revenues
For the period from
November 30, 2005 (date of inception) to July 31, 2014, our company did not earn any operating revenues.
Operating Expenses and Loss from
Continuing Operations
Operating expenses
for the three months ended July 31, 2014 was $72,449 compared with $39,422 for the three months ended July 31, 2013. The increase
of $33,027 was due principally to the management fees of $30,000 for the Company’s Chief Executive Officer.
Operating expenses
for the six months ended July 31, 2014 was $134,483 compared with $95,379 for the six months ended July 31, 2013. The increase
of $39,104 was due principally to the management fees of $40,000 for the Company’s Chief Executive Officer.
For the three
months ended July 31, 2014, we incurred a $72,449 loss from continuing operations or $0.00 per share compared with a loss
from continuing operations of $40,705 or $nil per share for the three months ended July 31, 2013. In addition to operating
expenses, we incurred $1,283 of expense during the three months ended July 31, 2013 relating to the amortization of the
discount on the convertible notes, all of which were converted during the three month period ended July 31, 2014.
As of July 31, 2014, we had no outstanding convertible notes.
For the six
months ended July 31, 2014, we incurred a $186,000 loss from continuing operations or $0.00 per share compared with a loss
from continuing operations of $96,967 or $nil per share for the six months ended July 31, 2013. In addition to operating
expenses, we incurred $74,282 of expense relating to the amortization of the discount on the convertible notes during the six
month period ended July 31, 2014. The amortization of the debt discount was offset by a $24,029 gain resulting from the
change in fair value of the derivative liability due to the change in the fair value of the conversion feature on the
convertible notes. During the same six month period during 2013, accretion and interest expense totaled only $1,588.
Discontinued Operations and Net Loss
This was due
primarily to our decision to sell our interest in the Quinlan properties during the three month period ended July 31, 2014. As a
result, the Company recognized an impairment of $147,739 reflecting the estimated fair value of the assets held. For the
three month period ended July 31, 2014, we reported a net loss of $220,188, or $nil per share. This compares to a net loss
of $40,705, or $nil per share, for the same three month period ended in 2013.
Due to
the impairment charge of $147,739 resulting from our decision to sell interest in the Quinlan properties, we reported a net
loss of $333,739, or $0.00 per share, for the six month period ended July 31, 2014. This compares to a net loss of $96,967,
or $0.00 per share, for the six month period ended July 31, 2013.
Liquidity and Capital Resources
As of July
31, 2014, we had cash of $2,161 compared with $7,292 at January 31, 2014. During the six month period ended July 31, 2014 we
obtained additional financing of $60,000 in connection with the acquisition of intangible assets from AMD. Approximately $15,000 of this amount was paid to our Chief Executive Officer and $22,750 paid to our President as
management fees during the six month period ended July 31, 2014.
We had total
assets at July, 2014 of $379,237 compared with $220,334 at January 31, 2014. Overall, intangible assets increased by $320,431 offset
by a decrease in oil and gas properties of $152,033 and prepaid expenses and deposits of $3,100.
At July 31, 2014,
we had total liabilities of $288,148 compared with $362,275 at January 31, 2014. The decrease in total liabilities was due to
the conversion of $35,834 in convertible notes during the period, which also included the elimination of $97,237 of
derivative liability relating to the convertible notes. The decrease was offset by an $18,867 increase in accounts
payable and accrued liabilities due to the timing of payments relating to day-to-day operations, and an increase of $44,451
in amounts due to related parties.
During the six
month period ended July 31, 2014, we issued 63,711,722 shares of our common stock upon the conversion of all of
the outstanding convertible notes and issued 152,172,287 shares of our common stock upon the acquisition of the intangible
assets of AMD and received $60,000 of financing.
Cash flow from Operating
Activities
During the six months
ended July 31, 2014, we used cash of $64,588 for operating activities compared with $93,522 during the six months ended
July 31, 2013. The decrease in cash used for operating activities was attributed to increases in our payables and amounts due to a related party which more than offset higher day-to-day general and administrative
expenses for our Company.
Cash Flow from Financing
Activities
During the
six months ended July 31, 2014, we received $60,000 as part of the financing in connection with the acquisition of the
intangible assets from AMD.
During the six months
ended July 31, 2013, we received proceeds of $103,000 in connection with the issuance of
both series of 8% convertible notes.
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 financial support from our stockholders and our ability to raise equity capital or debt financing 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 GAAP applied on
a consistent basis. The preparation of financial statements in conformity with GAAP 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
We have
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 we do 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
The
Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in
the Company’s 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 the Company’s management, including its chief executive officer
and chief financial officer to allow for timely decisions regarding required disclosure.
As of the end
of the quarter covered by this report, we carried out an evaluation of the effectiveness of the design and operation of the
Company’s disclosure controls and procedures. Based on the foregoing, the chief executive officer and chief financial
officer concluded that the Company’s 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 the Company’s internal control over financial reporting that materially
affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART
II - OTHER INFORMATION
We know of no material,
existing or pending legal proceedings against us, 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.
Exhibit
Number |
|
Description of Exhibit |
(3) |
|
Articles of Incorporation and Bylaws |
|
|
|
3.01 |
|
Articles of Incorporation (incorporated by reference to our Registration Statement on Form SB-2 filed on March 7, 2006) |
|
|
|
3.02 |
|
Bylaws (incorporated by reference to our Registration Statement on Form SB-2 filed on March 7, 2006) |
|
|
|
3.03 |
|
Certificate of Amendment filed on July 23, 2008 (incorporated by reference to our Current Report on Form 8-K filed on August 14, 2008) |
|
|
|
3.04 |
|
Certificate of Change filed on July 23, 2008 (incorporated by reference to our Current Report on Form 8-K filed on August 14, 2008) |
|
|
|
3.05 |
|
Certificate of Change filed on June 14, 2012 (incorporated by reference to our Current Report on Form 8-K filed on June 16, 2012) |
|
|
|
Exhibit
Number |
|
Description of Exhibit |
(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 |
|
|
|
31.2* |
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the 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 |
|
|
|
32.2* |
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer. |
|
|
|
101 |
|
Interactive Data File |
|
|
|
101** |
|
Interactive Data File (Form 10-Q for the quarter ended July 31, 2014 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 |
| ** | 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 15, 2014 |
/s/ Howard J. Taylor |
|
Howard J. Taylor |
|
Chief Executive Officer and Director |
|
(Principal Executive Officer) |
|
|
Dated: September 15, 2014 |
/s/ Gregory Rotelli |
|
Gregory Rotelli |
|
President, Chief Financial Officer, Secretary, Treasurer and Director |
|
(Principal Financial Officer and Principal Accounting Officer) |
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, Howard J. Taylor, 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 15, 2014
/s/ Howard J. Taylor |
|
Howard J. Taylor |
|
Chief Executive Officer and Director
(Principal Executive Officer) |
|
EXHIBIT 31.2
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 15, 2014
/s/ Gregory Rotelli |
|
Gregory Rotelli |
|
President, Chief Financial Officer, Secretary, Treasurer and Director |
|
(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, Howard J. Taylor, 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, 2014
(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 15, 2014 |
|
|
|
|
|
|
|
/s/ Howard J. Taylor |
|
|
Howard J. Taylor |
|
|
Chief Executive Officer and Director
(Principal Executive Officer) |
|
|
Independence Energy Corp. |
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.
EXHIBIT 32.2
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, 2014
(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 15, 2014 |
|
|
|
|
|
|
|
/s/ Gregory Rotelli |
|
|
Gregory Rotelli |
|
|
President, Chief Financial Officer, Secretary, Treasurer and Director
(Principal Financial Officer and Principal Accounting Officer) |
|
|
Independence Energy Corp. |
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.
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