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EX-10.1 - FORM OF SUBSCRIPTION AGREEMENT - RedHawk Holdings Corp.ex10-1.txt

                                  UNITED STATES
                             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

         (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

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

[ ] 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