8-K 1 g5835.txt CURRENT REPORT DATED 3-15-12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2012 INDEPENDENCE ENERGY CORP. (Exact name of registrant as specified in its charter) Nevada 000-54323 20-3866475 (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) 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 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)) ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT On March 15, 2012, we issued an aggregate of 100,000 shares of our common stock at a price of $1.30 per share to one (1) non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933, for aggregate gross proceeds of $130,000. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS 10.1 Form of Subscription Agreement 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: March 20, 2012 2