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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported) March 1, 2012


                            INDEPENDENCE ENERGY CORP.
             (Exact name of registrant as specified in its charter)


          Nevada                     000-54323                    20-3866475
(State or other jurisdiction        (Commission                 (IRS Employer
     of incorporation)              File Number)             Identification No.)

3020 Old Ranch Parkway, Suite 300, Seal Beach, CA                   90740
    (Address of principal executive offices)                      (Zip Code)

       Registrant's telephone number, including area code (562) 799-5588

                                      n/a
         (Former name or former address, if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT

On March 1, 2012,  we issued an aggregate of 138,888  shares of our common stock
at a price of  $0.90  per  share to one (1)  non-U.S.  person  (as that  term is
defined  in  Regulation  S of  the  Securities  Act  of  1933),  in an  offshore
transaction relying on Regulation S of the Securities Act of 1933, for aggregate
gross proceeds of $125,000.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

10.1   Form of Subscription Agreement

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

INDEPENDENCE ENERGY CORP.


/s/ Gregory C. Rotelli
---------------------------------
Gregory C. Rotelli
President and Director
Date: March 7, 2012