0001165527-13-001064.txt : 20131223 0001165527-13-001064.hdr.sgml : 20131223 20131223152320 ACCESSION NUMBER: 0001165527-13-001064 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20131031 FILED AS OF DATE: 20131223 DATE AS OF CHANGE: 20131223 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-54323 FILM NUMBER: 131294593 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 10-Q 1 g7215a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2013 or [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission File Number 000-54323 Independence Energy Corp. (Exact name of registrant as specified in its charter) Nevada 20-3866475 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 3020 Old Ranch Parkway, Suite 300, Seal Beach, CA 90740 (Address of principal executive offices) (Zip Code) (562) 799-5588 (Registrant's telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] YES [ ] NO Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] YES [ ] NO Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act [ ] YES [X] NO APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. [ ] YES [ ] NO APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 121,804,155 common shares issued and outstanding as of December 23, 2013. INDEPENDENCE ENERGY CORP. TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Item 1. Financial Statements 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Item 3. Quantitative and Qualitative Disclosures About Market Risk 14 Item 4. Controls and Procedures 14 PART II - OTHER INFORMATION Item 1. Legal Proceedings 15 Item 1A. Risk Factors 15 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 15 Item 3. Defaults Upon Senior Securities 15 Item 4. Mine Safety Disclosures 15 Item 5. Other Information 15 Item 6. Exhibits 16 SIGNATURES 18 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. 3 Independence Energy Corp. (An Exploration Stage Company) October 31, 2013 Index Condensed Balance Sheets (unaudited)........................................ 5 Condensed Statements of Operations (unaudited).............................. 6 Condensed Statements of Cash Flows (unaudited).............................. 7 Notes to the Condensed Financial Statements (unaudited)..................... 8 4 Independence Energy Corp. (An Exploration Stage Company) Condensed Balance Sheets (expressed in U.S. dollars)

(The accompanying notes are an integral part of these financial statements) 5 Independence Energy Corp. (An Exploration Stage Company) Condensed Statements of Operations (expressed in U.S. dollars)

(The accompanying notes are an integral part of these financial statements) 6 Independence Energy Corp. (An Exploration Stage Company) Condensed Statements of Cash Flows (expressed in U.S. dollars)

(The accompanying notes are an integral part of these financial statements) 7 Independence Energy Corp. (An Exploration Stage Company) Notes to the Condensed Financial Statements (expressed in U.S. dollars) 1. NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS Independence Energy Corp. (the "Company") was incorporated in the State of Nevada on November 30, 2005. The Company was organized to explore natural resource properties in the United States. The Company is an exploration stage company, as defined by Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915, DEVELOPMENT STAGE ENTITIES. GOING CONCERN These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated no revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As of October 31, 2013, the Company had a working capital deficit of $270,622 and an accumulated deficit of $406, 120. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a) Basis of Presentation These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company's fiscal year-end is January 31. b) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States and requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to valuation and impairment of oil and gas properties, asset retirement obligations, fair value of share-based payments, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. c) Interim Financial Statements These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. d) Basic and Diluted Net Loss Per Share The Company computes net loss per share in accordance with ASC 260, EARNINGS PER SHARE, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of October 31, 2013 and January 31, 2013, the Company had 4,600,000 (2012 - nil) potentially dilutive shares. 8 Independence Energy Corp. (An Exploration Stage Company) Notes to the Condensed Financial Statements (expressed in U.S. dollars) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) e) Oil and Gas Property Costs The Company utilizes the full-cost method of accounting for petroleum and natural gas properties. Under this method, the Company capitalizes all costs associated with acquisition, exploration, and development of oil and natural gas reserves, including leasehold acquisition costs, geological and geophysical expenditures, lease rentals on undeveloped properties and costs of drilling of productive and non-productive wells into the full cost pool on a country-by-country basis. When the Company obtains proven oil and gas reserves, capitalized costs, including estimated future costs to develop the reserves proved and estimated abandonment costs, net of salvage, will be depleted on the units-of-production method using estimates of proved reserves. The costs of unproved properties are not amortized until it is determined whether or not proved reserves can be assigned to the properties. Until such determination is made, the Company assesses annually whether impairment has occurred, and includes in the amortization base drilling exploratory dry holes associated with unproved properties. The Company applies a ceiling test to the capitalized cost in the full cost pool. The ceiling test limits such cost to the estimated present value, using a ten percent discount rate, of the future net revenue from proved reserves based on current economic and operating conditions. Specifically, the Company computes the ceiling test so that capitalized cost, less accumulated depletion and related deferred income tax, do not exceed an amount (the ceiling) equal to the sum of: The present value of estimated future net revenue computed by applying current prices of oil and gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on current cost) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions; plus the cost of property not being amortized; plus the lower of cost or estimated fair value of unproven properties included in the costs being amortized; less income tax effects related to differences between the book and tax basis of the property. For unproven properties, the Company excludes from capitalized costs subject to depletion, all costs directly associated with the acquisition and evaluation of the unproved property until it is determined whether or not proved reserves can be assigned to the property. Until such a determination is made, the Company assesses the property at least annually to ascertain whether impairment has occurred. In assessing impairment the Company considers factors such as historical experience and other data such as primary lease terms of the property, average holding periods of unproved property, and geographic and geologic data. The Company adds the amount of impairment assessed to the cost to be amortized subject to the ceiling test. f) Financial Instruments Pursuant to ASC 820, FAIR VALUE MEASUREMENTS AND DISCLOSURES, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: LEVEL 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. LEVEL 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. 9 Independence Energy Corp. (An Exploration Stage Company) Notes to the Condensed Financial Statements (expressed in U.S. dollars) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) f) Financial Instruments (continued) LEVEL 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company's financial instruments consist principally of cash, accounts payable and accrued liabilities, and amounts due to related parties. Pursuant to ASC 820 and 825, the fair value of our cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. g) Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements. 3. OIL AND GAS PROPERTIES a) On December 15, 2011, the Company acquired a 2.5% interest in four wells in the Quinlan Lease ("Quinlan") from Wise Oil and Gas LLC ("Wise"), with the option to increase the interest to 10%. On December 23, 2011, the Company acquired an additional 2.5% interest in Quinlan. Quinlan is located in Pottawatomie County, Oklahoma. On March 1, 2012, the Company acquired an additional 5% interest in Quinlan in exchange for $78,080, bringing the Company's total interest to 10%. b) On March 29, 2012, the Company acquired a 5% interest in a 70% net revenue interest of properties in Coleman County, Texas for $115,000. On June 28, 2012, the Company amended the original agreement to acquire a 7% interest in a 75% net revenue interest in the properties for an additional payment of $47,000, and replaced the terms of the original agreement. Refer to Note 3(e). c) On May 29, 2012, the Company acquired a 2.5% interest in a 70% net revenue interest in two oil and gas wells and approximately 20 acres of land surrounding the area in Coleman County, Texas for $82,500. Refer to Note 3(e). d) On June 8, 2012, the Company acquired a 12.5% interest, with an option to acquire an additional 12.5% interest, for $90,785. The properties comprise an area of 2,421 acres in Coleman County, Texas. Refer to Note 3(e). e) On February 28, 2013, the Company entered into a Compromise, Settlement and Property Exchange Agreement with MontCrest Energy, Inc. and Black Strata, LLC. Pursuant to the terms of the agreement, the Company transferred its working interests in Coleman County with a book value of $335,285, in consideration of a 100% interest in approximately 1,400 acres of the Coleman County South Lease held by Black Strata, LLC. 4. CONVERTIBLE DEBENTURES a) On April 5, 2013, the Company entered into a convertible promissory note agreement for $46,000. Pursuant to the agreement, the loan is unsecured, bears interest at 6% per annum, and is due on April 5, 2016. The note is convertible into common shares of the Company at any time at a conversion price of $0.01 at the option of the note holder. As at October 31, 2013, accrued interest of $1,588 (2012 - $nil) has been recorded in accounts payable and accrued liabilities. In accordance with ASC 470-20, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $4,600 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible note up to its face value of $46,000. For the nine months ended October 31, 2013, $882 (2012 - $nil) had been accreted, increasing the carrying value to $42,282 (January 31, 2013 - $nil). 10 Independence Energy Corp. (An Exploration Stage Company) Notes to the Condensed Financial Statements (expressed in U.S. dollars) 4. CONVERTIBLE DEBENTURES (continued) b) On July 15, 2013, the Company issued a $57,000 convertible note which is unsecured, bears interest at 8% per annum and due on April 17, 2014. The note is convertible into shares of common stock 180 days after the date of issuance (January 11, 2014) at a conversion rate of 58% of the average of the three lowest closing bid prices of the Company's common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. Upon an event of default, the entire principal balance and accrued interest outstanding is due immediately, and interest shall accrue on the unpaid principal balance at 22% per annum. As at October 31, 2013, accrued interest of $1,349 (2012 - $nil) has been recorded in accounts payable and accrued liabilities. c) On September 17, 2013, the Company issued a $32,500 convertible note which is unsecured, bears interest at 8% per annum and due on June 19, 2014. The Company received $30,000, net of issuance fee of $2,500. The note is convertible into shares of common stock 180 days after the date of issuance (March 16, 2014) at a conversion rate of 58% of the average of the three lowest closing bid prices of the Company's common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. Upon an event of default, the entire principal balance and accrued interest outstanding is due immediately, and interest shall accrue on the unpaid principal balance at 22% per annum. As at October 31, 2013, accrued interest of $321 (2012 - $nil) has been recorded in accounts payable and accrued liabilities. 5. LOAN PAYABLE As of October 31, 2013, the Company had loan payable of $156,697 (January 31, 2013 - $156,697) owing to an unrelated third party. The amount owing is non-interest bearing, unsecured and due on demand. 6. RELATED PARTY TRANSACTIONS During the period ended October 31, 2013, the Company incurred $53,500 (2012 - $25,500) to the President and CEO of the Company for management services. As of October 31, 2013, the Company had $6,100 (January 31, 2013 - $10,500) in prepaid expense for management fees paid to the President and CEO of the Company. 7. SUBSEQUENT EVENTS We have evaluated subsequent events through the date of issuance of the financial statements, and did not have any material recognizable subsequent events after October 31, 2013. 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION This Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. WORKING CAPITAL October 31, January 31, 2013 2012 ---------- ---------- $ $ Current Assets 50,649 48,835 Current Liabilities 321,271 216,830 Working Capital (Deficit) (270,622) (167,995) CASH FLOWS Nine months Nine months ended ended October 31, October 31, 2013 2012 ---------- ---------- $ $ Cash Flows from (used in) Operating Activities (126,169) (71,069) Cash Flows from (used in) Investing Activities -- (438,077) Cash Flows from (used in) Financing Activities 133,000 580,000 Net Increase (decrease) in Cash During Period 6,831 70,854 OPERATING REVENUES For the period from November 30, 2005 (date of inception) to October 31, 2013, our company did not earn any operating revenues. OPERATING EXPENSES AND NET LOSS Operating expenses for the nine months ended October 31, 2013 was $132,410 compared with $111,124 for the nine months ended October 31, 2012. The increase of $21,286 was due to an increase in general and administrative costs relating to a $17,500 increase in management fees, and an overall increase in day-to-day expenditures, offset by a decrease of $2,740 in professional fees. For the nine months ended October 31, 2013, the Company incurred a net loss of $136,550 or $nil per share compared with $111,124 or $nil per share for the nine months ended October 31, 2012. In addition to operating expenses, the Company incurred accretion and interest expense of $4,140 relating to the $46,000 12 convertible note debenture which is unsecured, bears interest at 6% per annum, and due on April 5, 2016, the $57,000 convertible note debenture, which is unsecured, bears interest at 8% per annum, and due on April 17, 2014, and the $32,500 convertible note debenture, which is unsecured, bears interest at 8% per annum and is due on June 19, 2014. The $46,000 note is convertible into common shares of the Company at a rate of $0.01 per share, at the option of the note holder at any time. The $57,000 note is convertible into shares of common stock 180 days after the date of issuance (January 11, 2014) at a conversion rate of 58% of the average of the three lowest closing bid prices of the Company's common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. The $32,500 note is convertible into shares of common stock 180 days after the date of issuance (March 16, 2014) at a conversion rate of 58% of the average of the three lowest closing bid prices of the Company's common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. LIQUIDITY AND CAPITAL RESOURCES As at October 31, 2013, our company had cash of $43,066 compared with $36,235 at January 31, 2013. The increase in cash was attributed to the fact that our company obtained additional financing from the issuance of convertible debentures, net costs paid for the general expenditures incurred by the Company for its operations. The Company had total assets at October 31, 2013 of $602,033 compared with $587,260 at January 31, 2012. Overall, cash increased by $6,831 and oil and gas properties increased by $10,876, offset by a decrease in prepaid expenses and deposits of $5,017. At October 31, 2013, our company had total liabilities of $363,553 compared with $216,830 at January 31, 2013. The increase in total liabilities was attributed to an increase in accounts payable and accrued liabilities of $14,941, and $131,782 for the liability relating to the convertible debentures, net of unamortized discount of $3,718. During the period ended October 31, 2013, the Company did not have any equity or capital transactions. CASHFLOW FROM OPERATING ACTIVITIES During the nine months ended October 31, 2013, the Company used cash of $126,169 for operating activities compared with $104,159 during the nine months ended October 31, 2012. The increase in cash used for operating activities was attributed to proceeds received from the convertible debentures which were used to repay outstanding obligations incurred in day-to-day operations of the Company. CASHFLOW FROM INVESTING ACTIVITIES During the nine months ended October 13, 2013, the Company did not have any investing activities compared with the use of $429,084 during the nine months ended October 31, 2012 for the acquisition of oil and gas properties. CASHFLOW FROM FINANCING ACTIVITIES During the nine months ended October 13, 2013, the Company received $133,000 in financing from the issuance of convertible debentures. The Company received proceeds from convertible debentures for $46,000 which is unsecured, bears interest at 6% per annum, and due on April 5, 2016, $57,000 from the issuance of a convertible debenture which is unsecured, bears interest at 8% per annum, and due on April 17, 2014, and $32,500 from the issuance of a convertible debenture which is unsecured, bears interest at 8% per annum, and due on June 19, 2014, less financing fees which were deducted from the proceeds before being disbursed to the Company. The Company received $580,000 during the period ended October 31, 2012 from the issuance of common shares. GOING CONCERN We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements 13 that they have substantial doubt that we will be able to continue as a going concern without further financing. OFF-BALANCE SHEET ARRANGEMENTS We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders. FUTURE FINANCINGS We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities. CRITICAL ACCOUNTING POLICIES Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Our company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and our company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a smaller reporting company we are not required to provide the information under this Item. ITEM 4. CONTROLS AND PROCEDURES MANAGEMENT'S REPORT ON DISCLOSURE CONTROLS AND PROCEDURES We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure. 14 As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest. ITEM 1A. RISK FACTORS As a smaller reporting company we are not required to provide the information under this Item. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS On September 23, 2013, we closed a securities purchase agreement dated September 17, 2013 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, 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, 2014, 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 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ITEM 5. OTHER INFORMATION None. 15 ITEM 6. EXHIBITS 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) (10) MATERIAL CONTRACTS 10.1 Share Purchase agreement between Gregory Rotelli and Bruce Thomson dated January 24, 2012 (incorporated by reference to our Current Report on Form 8-K filed on January 30, 2012) 10.2 Form of Financing Agreement dated May 24, 2012 (incorporated by reference to our Current Report on Form 8-K filed on May 24, 2012) 10.3 Purchase Agreement and Bill of Sale dated May 29, 2012 between our company and MontCrest Energy, Inc. (incorporated by reference to our Current Report on Form 8-K filed on June 1, 2012) 10.4 Joint Development and Operating Agreement dated June 8, 2012 between our company and MontCrest Energy Properties, Inc., MontCrest Energy, Inc., and Black Strata, LLC (incorporated by reference to our Current Report on Form 8-K filed on June 12, 2012) 10.5 Purchaser Agreement and Bill of Sale dated June 18, 2012 between our company and MontCrest Energy, Inc. (incorporated by reference to our Current Report on Form 8-K filed on June 19, 2012) 10.6 Compromise, Settlement and Property Exchange Agreement dated February 25, 2013 between our company and MontCrest Energy, Inc. and Black Strata, LLC (incorporated by reference to our Current Report on Form 8-K filed on March 7, 2013) 10.7 Form of Convertible Debenture dated for reference April 5,2012 issued to Europa Capital AG (incorporated by reference to our Current Report on Form 8-K filed on April 9, 2013) 10.8 Form of Securities Purchase Agreement dated July 15, 2013 with Asher Enterprises, Inc. (incorporated by reference to our Current Report on Form 8-K filed on July 29, 2013) 10.9 Form of Convertible Promissory Note dated July 15, 2013 with Asher Enterprises, Inc. (incorporated by reference to our Current Report on Form 8-K filed on July 29, 2013) 10.10 Consulting Agreement with Gregory Rotelli dated September 1, 2013 (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 16, 2013) (14) CODE OF ETHICS 14.1 Code of Ethics (incorporated by reference to our Quarterly Report on Form 10-Q filed on June 19, 2012) 16 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, Principal Financial Officer and Principal Accounting Officer. (32) SECTION 1350 CERTIFICATIONS 32.1* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer. 101 INTERACTIVE DATA FILE 101** Interactive Data File (Form 10-Q for the quarter ended October 31, 2013 furnished in XBRL). 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document ---------- * Filed herewith. ** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under these sections. 17 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: December 23, 2013 /s/ Gregory Rotelli ------------------------------------------------- Gregory Rotelli Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) 18 EX-31.1 2 ex31-1.txt EXHIBIT 31.1 CERTIFICATION PURSUANT TO 18 U.S.C. SS 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Gregory Rotelli, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Independence Energy Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: December 23, 2013 /s/ Gregory Rotelli ------------------------------------------------- Gregory Rotelli Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) EX-32.1 3 ex32-1.txt EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Gregory Rotelli, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Quarterly Report on Form 10-Q of Independence Energy Corp. for the period ended October 31, 2013 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Independence Energy Corp. Dated: December 23, 2013 /s/ Gregory Rotelli ------------------------------------------------- Gregory Rotelli Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) 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. EX-101.INS 4 idng-20131031.xml

43066

36235

7583

12600

50649

48835

2083

549301

538425

602033

587260

75074

60133

89500

156697

321271

216830

42282

363553

216830

121804

522796

518196

-406120

-269570

238480

370430

602033

587260

29733

16284

92586

66477

251678

7298

6424

39824

44647

150302

37031

22708

132410

111124

401980

-37031

-22708

-132410

-111124

-401980

-2552

-4140

-39583

-22708

-136550

-111124

-406120

121804155

121385297

-136550

-111124

-406120

882

417

1607

5017

12082

-7583

4065

-6049

64198

-675

-126169

-104159

-348206

-429084

-538425

-429084

-538425

580000

640000

133000

156697

0 0 33000 0 0 -33000

133000

580000

929697

6831

46757

43066

36235

14790

61547

43066

4600

<pre>1. NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS</pre><pre>Independence  Energy Corp.  (the  "Company")  was  incorporated  in the State of</pre><pre>Nevada on  November  30,  2005.  The Company was  organized  to explore  natural</pre><pre>resource  properties in the United States.  The Company is an exploration  stage</pre><pre>company, as defined by Financial  Accounting Standards Board ("FASB") Accounting</pre><pre>Standards Codification ("ASC") 915, DEVELOPMENT STAGE ENTITIES.</pre><pre>GOING CONCERN</pre><pre>These financial  statements  have been prepared on a going concern basis,  which</pre><pre>implies that the Company will  continue to realize its assets and  discharge its</pre><pre>liabilities  in the normal  course of  business.  The Company has  generated  no</pre><pre>revenues  to date  and has  never  paid any  dividends  and is  unlikely  to pay</pre><pre>dividends  or generate  significant  earnings in the  immediate  or  foreseeable</pre><pre>future.  As of October 31, 2013,  the Company had a working  capital  deficit of</pre><pre>$270,622  and an  accumulated  deficit of $406,  120.  The  continuation  of the</pre><pre>Company as a going  concern is dependent  upon the continued  financial  support</pre><pre>from its  shareholders,  the ability to raise equity or debt financing,  and the</pre><pre>attainment of profitable  operations from the Company's future  business.  These</pre><pre>factors raise substantial doubt regarding the Company's ability to continue as a</pre><pre>going concern.  These financial statements do not include any adjustments to the</pre><pre>recoverability  and  classification of recorded asset amounts and classification</pre><pre>of liabilities  that might be necessary should the Company be unable to continue</pre><pre>as a going concern.</pre>

<pre>2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES</pre><pre>a)   Basis of Presentation</pre><pre>     These  financial  statements  and related notes are presented in accordance</pre><pre>     with accounting principles generally accepted in the United States, and are</pre><pre>     expressed in US dollars. The Company's fiscal year-end is January 31.</pre><pre>b)   Use of Estimates</pre><pre>     The  preparation  of financial  statements  in  conformity  with  generally</pre><pre>     accepted accounting principles in the United States and requires management</pre><pre>     to make  estimates  and  assumptions  that affect the  reported  amounts of</pre><pre>     assets and liabilities and disclosure of contingent  assets and liabilities</pre><pre>     at the  date of the  financial  statements  and  the  reported  amounts  of</pre><pre>     revenues and expenses during the reporting  period.  The Company  regularly</pre><pre>     evaluates  estimates and assumptions related to valuation and impairment of</pre><pre>     oil and  gas  properties,  asset  retirement  obligations,  fair  value  of</pre><pre>     share-based  payments,  and deferred income tax asset valuation allowances.</pre><pre>     The  Company  bases  its  estimates  and   assumptions  on  current  facts,</pre><pre>     historical  experience  and various  other  factors  that it believes to be</pre><pre>     reasonable under the circumstances, the results of which form the basis for</pre><pre>     making  judgments  about the carrying  values of assets and liabilities and</pre><pre>     the accrual of costs and expenses that are not readily  apparent from other</pre><pre>     sources.   The  actual  results  experienced  by  the  Company  may  differ</pre><pre>     materially and adversely from the Company's estimates.  To the extent there</pre><pre>     are material  differences  between the  estimates  and the actual  results,</pre><pre>     future results of operations will be affected.</pre><pre>c)   Interim Financial Statements</pre><pre>     These interim unaudited financial statements have been prepared on the same</pre><pre>     basis as the annual financial  statements and in the opinion of management,</pre><pre>     reflect all adjustments,  which include only normal recurring  adjustments,</pre><pre>     necessary to present fairly the Company's  financial  position,  results of</pre><pre>     operations and cash flows for the periods shown.  The results of operations</pre><pre>     for such periods are not necessarily indicative of the results expected for</pre><pre>     a full year or for any future period.</pre><pre>d)   Basic and Diluted Net Loss Per Share</pre><pre>     The  Company  computes  net loss  per  share  in  accordance  with ASC 260,</pre><pre>     EARNINGS PER SHARE,  which requires  presentation of both basic and diluted</pre><pre>     earnings per share (EPS) on the face of the income statement.  Basic EPS is</pre><pre>     computed by dividing net loss available to common shareholders  (numerator)</pre><pre>     by the weighted average number of shares outstanding  (denominator)  during</pre><pre>     the  period.  Diluted EPS gives  effect to all  dilutive  potential  common</pre><pre>     shares  outstanding  during the period using the treasury  stock method and</pre><pre>     convertible  preferred stock using the  if-converted  method.  In computing</pre><pre>     Diluted EPS, the average stock price for the period is used in  determining</pre><pre>     the number of shares  assumed to be  purchased  from the  exercise of stock</pre><pre>     options or warrants.  Diluted EPS excludes all dilutive potential shares if</pre><pre>     their effect is anti-dilutive. As of October 31, 2013 and January 31, 2013,</pre><pre>     the Company had 4,600,000 (2012 - nil) potentially dilutive shares.</pre><pre>e)   Oil and Gas Property Costs</pre><pre>     The Company  utilizes the full-cost  method of accounting for petroleum and</pre><pre>     natural gas  properties.  Under this method,  the Company  capitalizes  all</pre><pre>     costs associated with acquisition,  exploration, and development of oil and</pre><pre>     natural gas reserves, including leasehold acquisition costs, geological and</pre><pre>     geophysical expenditures, lease rentals on undeveloped properties and costs</pre><pre>     of drilling of productive and non-productive  wells into the full cost pool</pre><pre>     on a country-by-country  basis. When the Company obtains proven oil and gas</pre><pre>     reserves,  capitalized costs,  including  estimated future costs to develop</pre><pre>     the reserves proved and estimated  abandonment costs, net of salvage,  will</pre><pre>     be depleted on the  units-of-production  method  using  estimates of proved</pre><pre>     reserves.  The costs of unproved  properties are not amortized  until it is</pre><pre>     determined   whether  or  not  proved  reserves  can  be  assigned  to  the</pre><pre>     properties. Until such determination is made, the Company assesses annually</pre><pre>     whether  impairment  has occurred,  and includes in the  amortization  base</pre><pre>     drilling exploratory dry holes associated with unproved properties.</pre><pre>     The Company applies a ceiling test to the capitalized cost in the full cost</pre><pre>     pool.  The ceiling test limits such cost to the  estimated  present  value,</pre><pre>     using a ten percent  discount  rate,  of the future net revenue from proved</pre><pre>     reserves based on current economic and operating conditions.  Specifically,</pre><pre>     the  Company  computes  the ceiling  test so that  capitalized  cost,  less</pre><pre>     accumulated  depletion  and related  deferred  income tax, do not exceed an</pre><pre>     amount (the  ceiling)  equal to the sum of: The present  value of estimated</pre><pre>     future net  revenue  computed  by  applying  current  prices of oil and gas</pre><pre>     reserves (with  consideration  of price changes only to the extent provided</pre><pre>     by contractual  arrangements) to estimated future  production of proved oil</pre><pre>     and gas reserves as of the date of the latest balance sheet presented, less</pre><pre>     estimated  future  expenditures  (based on current  cost) to be incurred in</pre><pre>     developing  and producing  the proved  reserves  computed  using a discount</pre><pre>     factor of ten  percent  and  assuming  continuation  of  existing  economic</pre><pre>     conditions;  plus the cost of property not being amortized;  plus the lower</pre><pre>     of cost or  estimated  fair value of  unproven  properties  included in the</pre><pre>     costs  being  amortized;  less income tax  effects  related to  differences</pre><pre>     between the book and tax basis of the  property.  For unproven  properties,</pre><pre>     the Company excludes from capitalized costs subject to depletion, all costs</pre><pre>     directly  associated  with the  acquisition  and evaluation of the unproved</pre><pre>     property  until it is  determined  whether  or not proved  reserves  can be</pre><pre>     assigned to the property.  Until such a determination  is made, the Company</pre><pre>     assesses the property at least annually to ascertain whether impairment has</pre><pre>     occurred.  In assessing  impairment the Company  considers  factors such as</pre><pre>     historical  experience  and other data such as primary  lease  terms of the</pre><pre>     property,  average holding periods of unproved property, and geographic and</pre><pre>     geologic  data.  The Company adds the amount of impairment  assessed to the</pre><pre>     cost to be amortized subject to the ceiling test.</pre><pre>f)   Financial Instruments</pre><pre>     Pursuant to ASC 820, FAIR VALUE MEASUREMENTS AND DISCLOSURES,  an entity is</pre><pre>     required to maximize the use of  observable  inputs and minimize the use of</pre><pre>     unobservable  inputs when measuring fair value.  ASC 820 establishes a fair</pre><pre>     value  hierarchy  based on the  level of  independent,  objective  evidence</pre><pre>     surrounding the inputs used to measure fair value. A financial instrument's</pre><pre>     categorization  within  the fair value  hierarchy  is based upon the lowest</pre><pre>     level of input that is significant to the fair value  measurement.  ASC 820</pre><pre>     prioritizes  the inputs into three  levels that may be used to measure fair</pre><pre>     value:</pre><pre>     LEVEL 1</pre><pre>     Level 1 applies to assets or liabilities  for which there are quoted prices</pre><pre>     in active markets for identical assets or liabilities.</pre><pre>     LEVEL 2</pre><pre>     Level 2 applies to assets or  liabilities  for which there are inputs other</pre><pre>     than quoted prices that are  observable  for the asset or liability such as</pre><pre>     quoted prices for similar assets or liabilities in active  markets;  quoted</pre><pre>     prices for identical  assets or  liabilities  in markets with  insufficient</pre><pre>     volume or infrequent  transactions (less active markets);  or model-derived</pre><pre>     valuations  in which  significant  inputs are  observable or can be derived</pre><pre>     principally from, or corroborated by, observable market data.</pre><pre>     LEVEL 3</pre><pre>     Level 3 applies to assets or liabilities  for which there are  unobservable</pre><pre>     inputs to the valuation methodology that are significant to the measurement</pre><pre>     of the fair value of the assets or liabilities.</pre><pre>     The Company's  financial  instruments consist principally of cash, accounts</pre><pre>     payable  and  accrued  liabilities,  and  amounts  due to related  parties.</pre><pre>     Pursuant to ASC 820 and 825, the fair value of our cash is determined based</pre><pre>     on "Level 1" inputs,  which consist of quoted prices in active  markets for</pre><pre>     identical  assets.  We believe that the recorded values of all of our other</pre><pre>     financial  instruments  approximate  their  current fair values  because of</pre><pre>     their nature and respective maturity dates or durations.</pre><pre>g)   Recent Accounting Pronouncements</pre><pre>     The Company has implemented all new accounting  pronouncements  that are in</pre><pre>     effect and that may impact its  financial  statements  and does not believe</pre><pre>     that  there  are any  other new  accounting  pronouncements  that have been</pre><pre>     issued  that  might have a material  impact on its  consolidated  financial</pre><pre>     statements.</pre>

<pre>3. OIL AND GAS PROPERTIES</pre><pre>     a)   On December 15,  2011,  the Company  acquired a 2.5%  interest in four</pre><pre>          wells  in the  Quinlan  Lease  ("Quinlan")  from  Wise Oil and Gas LLC</pre><pre>          ("Wise"), with the option to increase the interest to 10%. On December</pre><pre>          23, 2011, the Company acquired an additional 2.5% interest in Quinlan.</pre><pre>          Quinlan is located in Pottawatomie County, Oklahoma. On March 1, 2012,</pre><pre>          the Company  acquired an additional 5% interest in Quinlan in exchange</pre><pre>          for $78,080, bringing the Company's total interest to 10%.</pre><pre>     b)   On March 29,  2012,  the  Company  acquired a 5% interest in a 70% net</pre><pre>          revenue interest of properties in Coleman County,  Texas for $115,000.</pre><pre>          On June 28,  2012,  the Company  amended  the  original  agreement  to</pre><pre>          acquire a 7% interest in a 75% net revenue  interest in the properties</pre><pre>          for an  additional  payment of $47,000,  and replaced the terms of the</pre><pre>          original agreement. Refer to Note 3(e).</pre><pre>     c)   On May 29,  2012,  the Company  acquired a 2.5%  interest in a 70% net</pre><pre>          revenue  interest in two oil and gas wells and  approximately 20 acres</pre><pre>          of land  surrounding  the area in Coleman  County,  Texas for $82,500.</pre><pre>          Refer to Note 3(e).</pre><pre>     d)   On June 8, 2012, the Company acquired a 12.5% interest, with an option</pre><pre>          to acquire an additional 12.5% interest,  for $90,785.  The properties</pre><pre>          comprise an area of 2,421  acres in Coleman  County,  Texas.  Refer to</pre><pre>          Note 3(e).</pre><pre>     e)   On  February  28,  2013,  the  Company   entered  into  a  Compromise,</pre><pre>          Settlement and Property Exchange Agreement with MontCrest Energy, Inc.</pre><pre>          and Black Strata,  LLC.  Pursuant to the terms of the  agreement,  the</pre><pre>          Company  transferred  its working  interests in Coleman  County with a</pre><pre>          book  value  of  $335,285,  in  consideration  of a 100%  interest  in</pre><pre>          approximately  1,400 acres of the Coleman  County  South Lease held by</pre><pre>          Black Strata, LLC.</pre>

<pre>4. CONVERTIBLE DEBENTURES</pre><pre>     a)   On April 5, 2013,  the Company  entered into a convertible  promissory</pre><pre>          note  agreement for $46,000.  Pursuant to the  agreement,  the loan is</pre><pre>          unsecured,  bears  interest  at 6% per  annum,  and is due on April 5,</pre><pre>          2016. The note is convertible into common shares of the Company at any</pre><pre>          time at a conversion  price of $0.01 at the option of the note holder.</pre><pre>          As at October 31, 2013,  accrued  interest of $1,588 (2012 - $nil) has</pre><pre>          been recorded in accounts payable and accrued liabilities.</pre><pre>          In accordance  with ASC 470-20,  the Company  recognized the intrinsic</pre><pre>          value of the  embedded  beneficial  conversion  feature  of  $4,600 as</pre><pre>          additional  paid-in  capital and an equivalent  discount which will be</pre><pre>          charged to operations over the term of the convertible  note up to its</pre><pre>          face value of $46,000.  For the nine months  ended  October 31,  2013,</pre><pre>          $882 (2012 - $nil) had been accreted, increasing the carrying value to</pre><pre>          $42,282 (January 31, 2013 - $nil).</pre><pre>     c)   On July 15, 2013, the Company issued a $57,000  convertible note which</pre><pre>          is  unsecured,  bears  interest  at 8% per  annum and due on April 17,</pre><pre>          2014.  The note is  convertible  into shares of common  stock 180 days</pre><pre>          after the date of issuance  (January 11, 2014) at a conversion rate of</pre><pre>          58% of the  average  of the three  lowest  closing  bid  prices of the</pre><pre>          Company's common stock for the ten trading days ending one trading day</pre><pre>          prior to the date the  conversion  notice is sent by the holder to the</pre><pre>          Company.  Upon an event of default,  the entire principal  balance and</pre><pre>          accrued interest  outstanding is due  immediately,  and interest shall</pre><pre>          accrue on the unpaid principal balance at 22% per annum. As at October</pre><pre>          31, 2013,  accrued  interest of $1,349 (2012 - $nil) has been recorded</pre><pre>          in accounts payable and accrued liabilities.</pre><pre>     d)   On September 17, 2013, the Company issued a $32,500  convertible  note</pre><pre>          which is unsecured, bears interest at 8% per annum and due on June 19,</pre><pre>          2014. The Company received $30,000, net of issuance fee of $2,500. The</pre><pre>          note is  convertible  into  shares of common  stock 180 days after the</pre><pre>          date of issuance  (March 16, 2014) at a conversion  rate of 58% of the</pre><pre>          average of the three lowest closing bid prices of the Company's common</pre><pre>          stock for the ten  trading  days  ending one  trading day prior to the</pre><pre>          date the conversion notice is sent by the holder to the Company.  Upon</pre><pre>          an event of default, the entire principal balance and accrued interest</pre><pre>          outstanding  is due  immediately,  and  interest  shall  accrue on the</pre><pre>          unpaid  principal  balance at 22% per annum.  As at October 31,  2013,</pre><pre>          accrued  interest of $321 (2012 - $nil) has been  recorded in accounts</pre>          payable and accrued liabilities.

<pre>5. LOAN PAYABLE</pre><pre>As of October 31, 2013,  the Company had loan  payable of $156,697  (January 31,</pre><pre>2013 -  $156,697)  owing  to an  unrelated  third  party.  The  amount  owing is</pre><pre>non-interest bearing, unsecured and due on demand.</pre>

<pre>6. RELATED PARTY TRANSACTIONS</pre><pre>During the period ended October 31, 2013, the Company  incurred  $53,500 (2012 -</pre><pre>$25,500) to the President and CEO of the Company for management services.  As of</pre><pre>October 31, 2013, the Company had $6,100 (January 31, 2013 - $10,500) in prepaid</pre><pre>expense for management fees paid to the President and CEO of the Company.</pre>

<pre>7. SUBSEQUENT EVENTS</pre><pre>We  have  evaluated  subsequent  events  through  the  date of  issuance  of the</pre><pre>financial  statements,  and did not have any  material  recognizable  subsequent</pre><pre>events after October 31, 2013.</pre>

<pre>a)   Basis of Presentation</pre><pre>     These  financial  statements  and related notes are presented in accordance</pre><pre>     with accounting principles generally accepted in the United States, and are</pre><pre>     expressed in US dollars. The Company's fiscal year-end is January 31.</pre>

<pre>b)   Use of Estimates</pre><pre>     The  preparation  of financial  statements  in  conformity  with  generally</pre><pre>     accepted accounting principles in the United States and requires management</pre><pre>     to make  estimates  and  assumptions  that affect the  reported  amounts of</pre><pre>     assets and liabilities and disclosure of contingent  assets and liabilities</pre><pre>     at the  date of the  financial  statements  and  the  reported  amounts  of</pre><pre>     revenues and expenses during the reporting  period.  The Company  regularly</pre><pre>     evaluates  estimates and assumptions related to valuation and impairment of</pre><pre>     oil and  gas  properties,  asset  retirement  obligations,  fair  value  of</pre><pre>     share-based  payments,  and deferred income tax asset valuation allowances.</pre><pre>     The  Company  bases  its  estimates  and   assumptions  on  current  facts,</pre><pre>     historical  experience  and various  other  factors  that it believes to be</pre><pre>     reasonable under the circumstances, the results of which form the basis for</pre><pre>     making  judgments  about the carrying  values of assets and liabilities and</pre><pre>     the accrual of costs and expenses that are not readily  apparent from other</pre><pre>     sources.   The  actual  results  experienced  by  the  Company  may  differ</pre><pre>     materially and adversely from the Company's estimates.  To the extent there</pre><pre>     are material  differences  between the  estimates  and the actual  results,</pre><pre>     future results of operations will be affected.</pre>

<pre>c)   Interim Financial Statements</pre><pre>     These interim unaudited financial statements have been prepared on the same</pre><pre>     basis as the annual financial  statements and in the opinion of management,</pre><pre>     reflect all adjustments,  which include only normal recurring  adjustments,</pre><pre>     necessary to present fairly the Company's  financial  position,  results of</pre><pre>     operations and cash flows for the periods shown.  The results of operations</pre><pre>     for such periods are not necessarily indicative of the results expected for</pre><pre>     a full year or for any future period.</pre>

<pre>d)   Basic and Diluted Net Loss Per Share</pre><pre>     The  Company  computes  net loss  per  share  in  accordance  with ASC 260,</pre><pre>     EARNINGS PER SHARE,  which requires  presentation of both basic and diluted</pre><pre>     earnings per share (EPS) on the face of the income statement.  Basic EPS is</pre><pre>     computed by dividing net loss available to common shareholders  (numerator)</pre><pre>     by the weighted average number of shares outstanding  (denominator)  during</pre><pre>     the  period.  Diluted EPS gives  effect to all  dilutive  potential  common</pre><pre>     shares  outstanding  during the period using the treasury  stock method and</pre><pre>     convertible  preferred stock using the  if-converted  method.  In computing</pre><pre>     Diluted EPS, the average stock price for the period is used in  determining</pre><pre>     the number of shares  assumed to be  purchased  from the  exercise of stock</pre><pre>     options or warrants.  Diluted EPS excludes all dilutive potential shares if</pre><pre>     their effect is anti-dilutive. As of October 31, 2013 and January 31, 2013,</pre>     the Company had 4,600,000 (2012 - nil) potentially dilutive shares.

<pre>e)   Oil and Gas Property Costs</pre><pre>     The Company  utilizes the full-cost  method of accounting for petroleum and</pre><pre>     natural gas  properties.  Under this method,  the Company  capitalizes  all</pre><pre>     costs associated with acquisition,  exploration, and development of oil and</pre><pre>     natural gas reserves, including leasehold acquisition costs, geological and</pre><pre>     geophysical expenditures, lease rentals on undeveloped properties and costs</pre><pre>     of drilling of productive and non-productive  wells into the full cost pool</pre><pre>     on a country-by-country  basis. When the Company obtains proven oil and gas</pre><pre>     reserves,  capitalized costs,  including  estimated future costs to develop</pre><pre>     the reserves proved and estimated  abandonment costs, net of salvage,  will</pre><pre>     be depleted on the  units-of-production  method  using  estimates of proved</pre><pre>     reserves.  The costs of unproved  properties are not amortized  until it is</pre><pre>     determined   whether  or  not  proved  reserves  can  be  assigned  to  the</pre><pre>     properties. Until such determination is made, the Company assesses annually</pre><pre>     whether  impairment  has occurred,  and includes in the  amortization  base</pre><pre>     drilling exploratory dry holes associated with unproved properties.</pre><pre>     The Company applies a ceiling test to the capitalized cost in the full cost</pre><pre>     pool.  The ceiling test limits such cost to the  estimated  present  value,</pre><pre>     using a ten percent  discount  rate,  of the future net revenue from proved</pre><pre>     reserves based on current economic and operating conditions.  Specifically,</pre><pre>     the  Company  computes  the ceiling  test so that  capitalized  cost,  less</pre><pre>     accumulated  depletion  and related  deferred  income tax, do not exceed an</pre><pre>     amount (the  ceiling)  equal to the sum of: The present  value of estimated</pre><pre>     future net  revenue  computed  by  applying  current  prices of oil and gas</pre><pre>     reserves (with  consideration  of price changes only to the extent provided</pre><pre>     by contractual  arrangements) to estimated future  production of proved oil</pre><pre>     and gas reserves as of the date of the latest balance sheet presented, less</pre><pre>     estimated  future  expenditures  (based on current  cost) to be incurred in</pre><pre>     developing  and producing  the proved  reserves  computed  using a discount</pre><pre>     factor of ten  percent  and  assuming  continuation  of  existing  economic</pre><pre>     conditions;  plus the cost of property not being amortized;  plus the lower</pre><pre>     of cost or  estimated  fair value of  unproven  properties  included in the</pre><pre>     costs  being  amortized;  less income tax  effects  related to  differences</pre><pre>     between the book and tax basis of the  property.  For unproven  properties,</pre><pre>     the Company excludes from capitalized costs subject to depletion, all costs</pre><pre>     directly  associated  with the  acquisition  and evaluation of the unproved</pre><pre>     property  until it is  determined  whether  or not proved  reserves  can be</pre><pre>     assigned to the property.  Until such a determination  is made, the Company</pre><pre>     assesses the property at least annually to ascertain whether impairment has</pre><pre>     occurred.  In assessing  impairment the Company  considers  factors such as</pre><pre>     historical  experience  and other data such as primary  lease  terms of the</pre><pre>     property,  average holding periods of unproved property, and geographic and</pre><pre>     geologic  data.  The Company adds the amount of impairment  assessed to the</pre><pre>     cost to be amortized subject to the ceiling test.</pre>

<pre>f)   Financial Instruments</pre><pre>     Pursuant to ASC 820, FAIR VALUE MEASUREMENTS AND DISCLOSURES,  an entity is</pre><pre>     required to maximize the use of  observable  inputs and minimize the use of</pre><pre>     unobservable  inputs when measuring fair value.  ASC 820 establishes a fair</pre><pre>     value  hierarchy  based on the  level of  independent,  objective  evidence</pre><pre>     surrounding the inputs used to measure fair value. A financial instrument's</pre><pre>     categorization  within  the fair value  hierarchy  is based upon the lowest</pre><pre>     level of input that is significant to the fair value  measurement.  ASC 820</pre><pre>     prioritizes  the inputs into three  levels that may be used to measure fair</pre><pre>     value:</pre><pre>            </pre><pre>     LEVEL 1</pre><pre>     Level 1 applies to assets or liabilities  for which there are quoted prices</pre><pre>     in active markets for identical assets or liabilities.</pre><pre>     LEVEL 2</pre><pre>     Level 2 applies to assets or  liabilities  for which there are inputs other</pre><pre>     than quoted prices that are  observable  for the asset or liability such as</pre><pre>     quoted prices for similar assets or liabilities in active  markets;  quoted</pre><pre>     prices for identical  assets or  liabilities  in markets with  insufficient</pre><pre>     volume or infrequent  transactions (less active markets);  or model-derived</pre><pre>     valuations  in which  significant  inputs are  observable or can be derived</pre><pre>     principally from, or corroborated by, observable market data.</pre><pre>     LEVEL 3</pre><pre>     Level 3 applies to assets or liabilities  for which there are  unobservable</pre><pre>     inputs to the valuation methodology that are significant to the measurement</pre><pre>     of the fair value of the assets or liabilities.</pre><pre>     The Company's  financial  instruments consist principally of cash, accounts</pre><pre>     payable  and  accrued  liabilities,  and  amounts  due to related  parties.</pre><pre>     Pursuant to ASC 820 and 825, the fair value of our cash is determined based</pre><pre>     on "Level 1" inputs,  which consist of quoted prices in active  markets for</pre><pre>     identical  assets.  We believe that the recorded values of all of our other</pre><pre>     financial  instruments  approximate  their  current fair values  because of</pre><pre>     their nature and respective maturity dates or durations.</pre>

<pre>g)   Recent Accounting Pronouncements</pre><pre>     The Company has implemented all new accounting  pronouncements  that are in</pre><pre>     effect and that may impact its  financial  statements  and does not believe</pre><pre>     that  there  are any  other new  accounting  pronouncements  that have been</pre><pre>     issued  that  might have a material  impact on its  consolidated  financial</pre><pre>     statements.</pre>

270622

406120

0.0250 0.0500 0.0250 0.1250 0.1000 0.1250 0.0250 0.0500 78080 90785 115000 82500 47000 20 2421 1400 335285

156697

53500 25500 6100 10500

46000

57000

32500

0.0600 0.0800 0.0800 30000 2500 0.5800 0.5800 0.2200 0.2200 0.01

1588

4600 46000 1349 0 321 0 882 0 42282 0

3718

0.001

10000000

0.001

375000000

121804155

10-Q 2013-10-31 false Independence Energy Corp. 0001353406 --01-31 121804155 Smaller Reporting Company Yes No No 2014 Q3 0001353406 2013-02-01 2013-10-31 0001353406 2013-12-18 0001353406 2013-10-31 0001353406 2013-01-31 0001353406 2013-08-01 2013-10-31 0001353406 2012-08-01 2012-10-31 0001353406 2012-02-01 2012-10-31 0001353406 2005-11-30 2013-10-31 0001353406 2012-01-31 0001353406 2005-11-29 0001353406 2012-10-31 0001353406 2011-12-15 0001353406 2011-12-23 0001353406 2012-03-01 0001353406 2012-03-29 0001353406 2012-05-29 0001353406 2012-06-08 0001353406 2013-02-28 0001353406 2013-04-05 0001353406 2013-07-15 0001353406 2013-09-17 shares iso4217:USD iso4217:USD shares pure EX-101.SCH 5 idng-20131031.xsd 000060 - Disclosure - NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS link:presentationLink link:definitionLink link:calculationLink 000130 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES (Policies) link:presentationLink link:definitionLink link:calculationLink 000190 - Statement - RELATED PARTY TRANSACTIONS AS OF (Details) link:presentationLink link:definitionLink link:calculationLink 000180 - Statement - RELATED PARTY TRANSACTIONS During The Period (Details) link:presentationLink link:definitionLink link:calculationLink 000030 - Statement - Condensed Balance Sheets Parentheticals link:presentationLink link:definitionLink link:calculationLink 000160 - Statement - CONVERTIBLE DEBENTURES (Details) link:presentationLink link:definitionLink link:calculationLink 000050 - Statement - Condensed Statements of Cash Flows link:presentationLink link:definitionLink link:calculationLink 000170 - Statement - LOAN PAYABLE AS FOLLOWS (Details) link:presentationLink link:definitionLink link:calculationLink 000140 - Statement - GOING CONCERN (Details) link:presentationLink link:definitionLink link:calculationLink 000150 - Statement - Oil and Gas Properties As Follows (Details) link:presentationLink link:definitionLink link:calculationLink 000100 - Disclosure - LOAN PAYABLE link:presentationLink link:definitionLink link:calculationLink 000070 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES link:presentationLink link:definitionLink link:calculationLink 000120 - Disclosure - SUBSEQUENT EVENTS link:presentationLink link:definitionLink link:calculationLink 000010 - Document - Document and Entity Information link:presentationLink link:definitionLink link:calculationLink 000020 - Statement - Condensed Balance Sheets link:presentationLink link:definitionLink link:calculationLink 000165 - Statement - CONVERTIBLE DEBENTURES DURING THE PERIOD (Details) link:presentationLink link:definitionLink link:calculationLink 000080 - Disclosure - OIL AND GAS PROPERTIES link:presentationLink link:definitionLink link:calculationLink 000090 - Disclosure - CONVERTIBLE DEBENTURES link:presentationLink link:definitionLink link:calculationLink 000040 - Statement - Condensed Statements of Operations link:presentationLink link:definitionLink link:calculationLink 000110 - Disclosure - RELATED PARTY TRANSACTIONS link:presentationLink link:definitionLink link:calculationLink EX-101.CAL 6 idng-20131031_cal.xml EX-101.DEF 7 idng-20131031_def.xml EX-101.LAB 8 idng-20131031_lab.xml Accrue on the unpaid principal balance per annum Accrue on the unpaid principal balance per annum Convertible promissory note CONVERTIBLE DEBENTURES As Follows: Accumulated Deficit Working Capital Deficit Working Capital Deficit RELATED PARTY TRANSACTIONS {1} RELATED PARTY TRANSACTIONS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Supplemental Disclosures Prepaid expense and deposits Adjustments to reconcile net loss to net cash used in operating activities: Accretion and interest expense Total Liabilities Total Liabilities Total Current Assets Total Current Assets Use of Estimates SIGNIFICANT ACCOUNTING POLICIES Due to a related party General and administrative Common Stock, Shares Issued Total Liabilities and Stockholders' Equity Total Liabilities and Stockholders' Equity RELATED PARTY TRANSACTIONS During The Period: Charged to operations over the term of the convertible note up to its face value Charged to operations over the term of the convertible note up to its face value Interest in the properties for an additional payment Interest in the properties for an additional payment Acquired interest in wells Lease Acquired interest in wells Lease Amounts receivable REVENUE: Stockholders' Equity ASSETS Entity Well-known Seasoned Issuer Entity Filer Category Note convertible into common shares at a conversion price Note convertible into common shares at a conversion price Option to acquire additional interest Option to acquire additional interest GOING CONCERN CONSISTS OF: Basis of Presentation Weighted Average Shares Outstanding Net Loss Net Loss Common Stock Authorized: 375,000,000 common shares, with a par value of $0.001 per share Issued and outstanding: 121,804,155 common shares Document Type Issuance at a conversion rate Issuance at a conversion rate Additional Interest acquired in Quinlan Additional Interest acquired in Quinlan Basic and Diluted Net Loss Per Share Policy Interim Financial Statements LOAN PAYABLE CONVERTIBLE DEBENTURES {1} CONVERTIBLE DEBENTURES Increase in Cash Increase in Cash Convertible debenture unamortized discount Oil & gas properties Current Assets Document Fiscal Year Focus Document and Entity Information: LOAN PAYABLE AS FOLLOWS: Accreted, increasing the carrying value to Accreted, increasing the carrying value to Unsecured loan bears interest per annum Unsecured loan bears interest per annum Consideration paid to acquire interest Consideration paid to acquire interest RELATED PARTY TRANSACTIONS Financing activities Net Cash Used in Investing Activities Net Cash Used in Investing Activities Deferred financing charge {1} Deferred financing charge Professional fees Total Stockholders' Equity Total Stockholders' Equity Entity Registrant Name Prepaid expense for management Sum of the amounts paid in advance for capitalized costs that will be expensed with the passage of time or the occurrence of a triggering event, and will be charged against earnings within one year or the normal operating cycle, if longer. Incurred to the President and CEO for management services Incurred to the President and CEO for management services Accrued interest OIL AND GAS PROPERTIES {1} OIL AND GAS PROPERTIES Cash, Beginning of Period Cash, Beginning of Period Cash, End of Period Proceeds from loans payable to director The cash inflow from borrowings to finance the company from directors. Total Operating Expenses Total Operating Expenses Current Liabilities Document Fiscal Period Focus Net revenue interest Amount of interest revenue (income derived from investments in debt securities and on cash and cash equivalents) net of interest expense (cost of borrowed funds accounted for as interest). Oil and Gas Property Costs Policy SUBSEQUENT EVENTS Income tax paid Repayment of loans payable to director The cash outflow from repayment of borrowings to finance the cost of loan to directors. Proceeds from loans payable Loans payable CONVERTIBLE DEBENTURES DURING THE PERIOD Oil and Gas Properties As Follows: Proceeds from issuance of common stock Net Loss for the Period Net Loss for the Period Total Current Liabilities Total Current Liabilities Deferred financing charge Cash Entity Common Stock, Shares Outstanding Current Fiscal Year End Date Entity Central Index Key loan payable to an unrelated third party Properties comprise an area of land of Properties comprise an area of land of CONVERTIBLE DEBENTURES Other Expense Preferred Stock, Shares Authorized Preferred Stock, Par Value Accrued interest recorded in accounts payable and accrued liabilities. Accrued interest recorded in accounts payable and accrued liabilities. LOAN PAYABLE {1} LOAN PAYABLE OIL AND GAS PROPERTIES Net Cash Used in Operating Activities Net Cash Used in Operating Activities Operating Activities Common Stock, Shares Outstanding Amendment Flag Net of issuance fee Net of issuance fee Non-cash investing and financing activities: Oil and gas property expenditures Net loss Revenue Preferred Stock Authorized: 10,000,000 preferred shares, with a par value of $0.001 per share Issued and outstanding: nil preferred shares Convertible debenture, net of unamortized discount of $3,718 LIABILITIES AND STOCKHOLDERS' EQUITY SUBSEQUENT EVENTS {1} SUBSEQUENT EVENTS NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS Interest paid Convertible debenture Entity Current Reporting Status RELATED PARTY TRANSACTIONS AS OF: Intrinsic value of beneficial conversion feature Amount of a favorable spread to a debt holder between the amount of debt being converted and the value of the securities received upon conversion. This is an embedded conversion feature of convertible debt issued that is in-the-money at the commitment date. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS {1} NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS Amortization of discount on convertible debenture Operating Expenses {1} Operating Expenses Accounts payable and accrued liabilities Document Period End Date Accreted, carrying value Accreted, carrying value Cash Flow Operating Activities Common Stock, Shares Authorized Deficit accumulated during the development stage Entity Voluntary Filers Accrued interest recorded in accounts payable and accrued liabilities Accrued interest recorded in accounts payable and accrued liabilities Company received Company received Transferred working interests in Coleman County with a book value Transferred working interests in Coleman County with a book value Recent Accounting Pronouncements Financial Instruments Beneficial conversion feature of convertible debenture Net Cash Provided by Financing Activities Net Cash Provided by Financing Activities Accounts payable and accrued liabilities {1} Accounts payable and accrued liabilities Changes in operating assets and liabilities: Net Loss Per Share, Basic and Diluted Parentheticals Total Assets Total Assets Prepaid expenses and deposits Proceeds from issuance of convertible debenture Investing Activities Common Stock, Par Value Additional paid-in capital EX-101.PRE 9 idng-20131031_pre.xml XML 10 R17.htm IDEA: XBRL DOCUMENT

CONVERTIBLE DEBENTURES DURING THE PERIOD (Details) (USD $)	9 Months Ended
	Oct. 31, 2013	Oct. 31, 2012
CONVERTIBLE DEBENTURES DURING THE PERIOD
Accreted, carrying value	$ 882	$ 0
Accreted, increasing the carrying value to	$ 42,282	$ 0

Condensed Statements of Operations (USD $)	3 Months Ended		9 Months Ended		95 Months Ended
Condensed Statements of Operations (USD $)	Oct. 31, 2013	Oct. 31, 2012	Oct. 31, 2013	Oct. 31, 2012	Oct. 31, 2013
REVENUE:
Revenue	$ 0	$ 0	$ 0	$ 0	$ 0
Operating Expenses
General and administrative	29,733	16,284	92,586	66,477	251,678
Professional fees	7,298	6,424	39,824	44,647	150,302
Total Operating Expenses	37,031	22,708	132,410	111,124	401,980
Net Loss for the Period	(37,031)	(22,708)	(132,410)	(111,124)	(401,980)
Other Expense
Accretion and interest expense	(2,552)	0	(4,140)	0	(4,140)
Net Loss	$ (39,583)	$ (22,708)	$ (136,550)	$ (111,124)	$ (406,120)
Net Loss Per Share, Basic and Diluted	$ 0	$ 0	$ 0	$ 0
Weighted Average Shares Outstanding	121,804,155	121,804,155	121,804,155	121,385,297

LOAN PAYABLE AS FOLLOWS (Details) (USD $)	Oct. 31, 2013	Jan. 31, 2013
LOAN PAYABLE AS FOLLOWS:
loan payable to an unrelated third party	$ 156,697	$ 156,697

Condensed Balance Sheets Parentheticals (USD $)	Oct. 31, 2013	Jan. 31, 2013
Parentheticals
Convertible debenture unamortized discount	$ 3,718	$ 0
Preferred Stock, Par Value	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	375,000,000	375,000,000
Common Stock, Shares Issued	121,804,155	121,804,155
Common Stock, Shares Outstanding	121,804,155	121,804,155

GOING CONCERN (Details) (USD $)	Oct. 31, 2013
GOING CONCERN CONSISTS OF:
Working Capital Deficit	$ 270,622
Accumulated Deficit	$ 406,120

Condensed Statements of Cash Flows (USD $)	9 Months Ended		95 Months Ended
Condensed Statements of Cash Flows (USD $)	Oct. 31, 2013	Oct. 31, 2012	Oct. 31, 2013
Operating Activities
Net loss	$ (136,550)	$ (111,124)	$ (406,120)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of discount on convertible debenture	882	0	882
Deferred financing charge	417	0	417
Changes in operating assets and liabilities:
Amounts receivable	0	1,607	0
Prepaid expense and deposits	5,017	12,082	(7,583)
Accounts payable and accrued liabilities	4,065	(6,049)	64,198
Due to a related party	0	(675)	0
Net Cash Used in Operating Activities	(126,169)	(104,159)	(348,206)
Investing Activities
Oil and gas property expenditures	0	(429,084)	(538,425)
Net Cash Used in Investing Activities	0	(429,084)	(538,425)
Financing activities
Proceeds from issuance of common stock	0	580,000	640,000
Proceeds from issuance of convertible debenture	133,000	0	133,000
Proceeds from loans payable	0	0	156,697
Proceeds from loans payable to director	0	0	33,000
Repayment of loans payable to director	0	0	(33,000)
Net Cash Provided by Financing Activities	133,000	580,000	929,697
Increase in Cash	6,831	46,757	43,066
Cash, Beginning of Period	36,235	14,790	0
Cash, End of Period	43,066	61,547	43,066
Non-cash investing and financing activities:
Beneficial conversion feature of convertible debenture	4,600	0	4,600
Supplemental Disclosures
Interest paid	0	0	0
Income tax paid	$ 0	$ 0	$ 0

Condensed Balance Sheets (USD $)	Oct. 31, 2013	Jan. 31, 2013
Current Assets
Cash	$ 43,066	$ 36,235
Prepaid expenses and deposits	7,583	12,600
Total Current Assets	50,649	48,835
Deferred financing charge	2,083	0
Oil & gas properties	549,301	538,425
Total Assets	602,033	587,260
Current Liabilities
Accounts payable and accrued liabilities	75,074	60,133
Convertible debenture	89,500	0
Loans payable	156,697	156,697
Total Current Liabilities	321,271	216,830
Convertible debenture, net of unamortized discount of $3,718	42,282	0
Total Liabilities	363,553	216,830
Stockholders' Equity
Preferred Stock Authorized: 10,000,000 preferred shares, with a par value of $0.001 per share Issued and outstanding: nil preferred shares	0	0
Common Stock Authorized: 375,000,000 common shares, with a par value of $0.001 per share Issued and outstanding: 121,804,155 common shares	121,804	121,804
Additional paid-in capital	522,796	518,196
Deficit accumulated during the development stage	(406,120)	(269,570)
Total Stockholders' Equity	238,480	370,430
Total Liabilities and Stockholders' Equity	$ 602,033	$ 587,260

SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SIGNIFICANT ACCOUNTING POLICIES (Policies)	Oct. 31, 2013
SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	a) Basis of Presentation These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company's fiscal year-end is January 31.
Use of Estimates	b) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States and requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to valuation and impairment of oil and gas properties, asset retirement obligations, fair value of share-based payments, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Interim Financial Statements	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.
Basic and Diluted Net Loss Per Share Policy	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 October 31, 2013 and January 31, 2013, the Company had 4,600,000 (2012 - nil) potentially dilutive shares.
Oil and Gas Property Costs Policy	e) Oil and Gas Property Costs The Company utilizes the full-cost method of accounting for petroleum and natural gas properties. Under this method, the Company capitalizes all costs associated with acquisition, exploration, and development of oil and natural gas reserves, including leasehold acquisition costs, geological and geophysical expenditures, lease rentals on undeveloped properties and costs of drilling of productive and non-productive wells into the full cost pool on a country-by-country basis. When the Company obtains proven oil and gas reserves, capitalized costs, including estimated future costs to develop the reserves proved and estimated abandonment costs, net of salvage, will be depleted on the units-of-production method using estimates of proved reserves. The costs of unproved properties are not amortized until it is determined whether or not proved reserves can be assigned to the properties. Until such determination is made, the Company assesses annually whether impairment has occurred, and includes in the amortization base drilling exploratory dry holes associated with unproved properties. The Company applies a ceiling test to the capitalized cost in the full cost pool. The ceiling test limits such cost to the estimated present value, using a ten percent discount rate, of the future net revenue from proved reserves based on current economic and operating conditions. Specifically, the Company computes the ceiling test so that capitalized cost, less accumulated depletion and related deferred income tax, do not exceed an amount (the ceiling) equal to the sum of: The present value of estimated future net revenue computed by applying current prices of oil and gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on current cost) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions; plus the cost of property not being amortized; plus the lower of cost or estimated fair value of unproven properties included in the costs being amortized; less income tax effects related to differences between the book and tax basis of the property. For unproven properties, the Company excludes from capitalized costs subject to depletion, all costs directly associated with the acquisition and evaluation of the unproved property until it is determined whether or not proved reserves can be assigned to the property. Until such a determination is made, the Company assesses the property at least annually to ascertain whether impairment has occurred. In assessing impairment the Company considers factors such as historical experience and other data such as primary lease terms of the property, average holding periods of unproved property, and geographic and geologic data. The Company adds the amount of impairment assessed to the cost to be amortized subject to the ceiling test.
Financial Instruments	f) Financial Instruments Pursuant to ASC 820, FAIR VALUE MEASUREMENTS AND DISCLOSURES, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: LEVEL 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. LEVEL 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. 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.
Recent Accounting Pronouncements	g) Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements.

CONVERTIBLE DEBENTURES (Details) (USD $)	Oct. 31, 2013	Sep. 17, 2013	Jul. 15, 2013	Apr. 05, 2013	Jan. 31, 2013	Oct. 31, 2012
CONVERTIBLE DEBENTURES As Follows:
Convertible promissory note		$ 32,500	$ 57,000	$ 46,000
Unsecured loan bears interest per annum		8.00%	8.00%	6.00%
Company received		30,000
Net of issuance fee		2,500
Issuance at a conversion rate		58.00%	58.00%
Accrue on the unpaid principal balance per annum		22.00%	22.00%
Note convertible into common shares at a conversion price				$ 0.01
Accrued interest	1,588				0
Intrinsic value of beneficial conversion feature	4,600
Charged to operations over the term of the convertible note up to its face value	46,000
Accrued interest recorded in accounts payable and accrued liabilities	1,349					0
Accrued interest recorded in accounts payable and accrued liabilities.	$ 321					$ 0

RELATED PARTY TRANSACTIONS During The Period (Details) (USD $)	9 Months Ended
	Oct. 31, 2013	Oct. 31, 2012
RELATED PARTY TRANSACTIONS During The Period:
Incurred to the President and CEO for management services	$ 53,500	$ 25,500

Oil and Gas Properties As Follows (Details) (USD $)	Feb. 28, 2013	Jun. 08, 2012	May 29, 2012	Mar. 29, 2012	Mar. 01, 2012	Dec. 23, 2011	Dec. 15, 2011
Oil and Gas Properties As Follows:
Acquired interest in wells Lease		12.50%	2.50%	5.00%			2.50%
Option to acquire additional interest		12.50%					10.00%
Additional Interest acquired in Quinlan					5.00%	2.50%
Consideration paid to acquire interest		$ 90,785			$ 78,080
Net revenue interest			82,500	115,000
Interest in the properties for an additional payment				47,000
Properties comprise an area of land of	1,400	2,421	20
Transferred working interests in Coleman County with a book value	$ 335,285

RELATED PARTY TRANSACTIONS AS OF (Details) (USD $)	Oct. 31, 2013	Jan. 31, 2013
RELATED PARTY TRANSACTIONS AS OF:
Prepaid expense for management	$ 6,100	$ 10,500

Document and Entity Information	9 Months Ended
Document and Entity Information	Oct. 31, 2013	Dec. 18, 2013
Document and Entity Information:
Entity Registrant Name	Independence Energy Corp.
Document Type	10-Q
Document Period End Date	Oct. 31, 2013
Amendment Flag	false
Entity Central Index Key	0001353406
Current Fiscal Year End Date	--01-31
Entity Common Stock, Shares Outstanding		121,804,155
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3