CURRENT REPORT FOR ISSUERS SUBJECT TO THE
1934 ACT REPORTING REQUIREMENTS
FORM 10-KSB
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
For the Fiscal Year Ended June 30, 2005
FREESTONE RESOURCES, INC.
(Exact name of registrant as specified in its charter)
000-28753
(Commission File Number)
| Delaware | 33-0880427 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
11 Washington Street, Hawthorne, NJ 07506
(Address of principal executive offices (zip code))
973-949-3200
(Registrant’s telephone number, including area code)
(Former address)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
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 Act of 1934 during the past12 months and (2) has been subject to such filing requirement for the past 90days Yes | | No |X|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes | | No |X|
Aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2005: $15,336
Shares of common stock outstanding at June 30, 2005: 15,336,260
PART I.
ITEM 1. DESCRIPTION OF BUSINESS
ITEM 2.
DESCRIPTION OF PROPERTY
Freestone's corporate offices were located at 11 Washington Street Hawthorne, NJ 07506. Freestone shares these corporate facilities with the President of Freestone, which includes the use of telephones, equipment and the internet.
ITEM 3.
LEGAL PROCEEDINGS
Freestone is not involved in any legal proceedings.
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Freestone did not submit any matters to a vote to the security holders during the fiscal year ended June 30, 2005.
2
PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS
The Common Stock is currently quoted on the Pink Sheets under the symbol “FSNR.”
The following table sets forth the quarterly high and low bid prices for the Common Stock for 2007. The prices set forth below represent interdealer quotations, without retail markup, markdown or commission and may not be reflective of actual transactions.
Fiscal 2007 | High | Low |
First Quarter | $0.28 | $0.13 |
Second Quarter | $0.30 | $0.13 |
Third Quarter | $0.30 | $0.13 |
Shareholders
As of May 31, 2007, there were approximately 185 record holders of the Common Stock. This number excludes any estimate by Freestone of the number of beneficial owners of shares held in street name, the accuracy of which cannot be guaranteed.
Dividends
Freestone has not paid cash dividends on any class of common equity since formation and Freestone does not anticipate paying any dividends on its outstanding common stock in the foreseeable future.
Warrants
Freestone has no warrants outstanding.
ITEM 6
MANAGEMENT DISCUSSIONS AND ANALYSIS OR PLAN OF OPERATION
SUMMARY OF 2005
Freestone has no operations. Minimal expenses are incurred for corporate survival such as filing fees for the State of Delaware and transfer agent fees. In addition to those fees, we incur interest expense on an outstanding note payable.
Year Ended June 30, 2005 Compared to the Year Ended June 30, 2004
In the year ended June 2004, we had a loss of $18,757. The only activity in the year ended June 30, 2004 was the payment of basic liabilities as explained above. In the year ended June 30, 2005 we had net income of $1,296,762, due to income from discontinued operations of $1,322,601.
3
ITEM 7.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements of Freestone, together with the Report of Independent Registered Public Accounting Firm thereon of Malone & Bailey, PC appear on pages F-1 through F-7 of this report.
ITEM 7.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANICAL DISCLOSURES
On July 31, 2006 the management of Freestone Resources, Inc. dismissed Richard A. Eisner & Company, LLP ("Richard Eisner") as its independent auditors. On July 31, 2006, the management of Freestone engaged Malone & Bailey, PC ("Malone & Bailey”) as its independent public accountants to audit its financial statements for the fiscal year ending June 30, 2001, June 30, 2002, June 30, 2004, June 30, 2005, June 30, 2005 and June 30, 2006. The decision to dismiss Richard Eisner and to retain Malone and Bailey, PC was recommended by Freestone’s committee and approved by its Board of Directors.
During the most recent fiscal year and any subsequent interim period prior to engaging Malone & Bailey, Freestone did not consult with Malone & Bailey regarding either (i) the application of accounting principals to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements; or (ii) any matter that was either the subject matter of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K). Malone & Bailey, PC has reviewed the disclosure required by Item 304(a) before it was filed with the Commission and has been provided an opportunity to furnish Freestone with a letter addressed to the Commission containing any new information, clarification of Freestone's expression of its views, or the respects in which it does not agree with the statements made by Freestone in response to Item 304(a). Malone & Bailey, PC did not furnish a letter to the Commission.
Freestone has requested that Eisner review the disclosure and give him an opportunity to furnish the Registrant with a letter addressed to the Commission containing any new information, clarification of the Company's expression of its views, or the respect in which it does not agree with the statements made by the Company herein. Any such letter, when received, will be filed by amendment to the 8-K filed by Freestone on June 7, 2007.
ITEM 8A.
CONTROLS AND PROCEDURES
(a)
As required by Rule 13a-15 under the Exchange Act, as of the end of the period covered by this report, being June 30, 2005, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our management, including our president and chief executive officer. Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report. Controls were not effective primarily because of failure to timely file reports and in the course of performing their audit, our independent auditors determined there were numerous audit adjustments in various areas due to a lack of resources devoted to the accounting and financial reporting function. There
4
have been no significant changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company's reports filed or submitted under the Securities and Exchange Act of 1933 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our president and chief executive officer as appropriate, to allow timely decisions regarding required disclosure.
(b)
Changes in internal controls
There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation of those controls by the chief executive officer and principal financial officer.
5
PART III.
ITEM 9.
DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
The following persons serve as directors and officers of Freestone.
James F. Carroll Chief Executive Officer, President, Chief Financial Officer and Director
JAMES F. CARROLL, 46, has served as the Chief Financial Officer and
Treasurer of Freestone since May 1, 1999. He has served as a director of
Freestone since November 12, 1999. From December 1973 to April 1999, Mr. Carroll was employed by F. Schumacher & Co., a New York Fabric Company, as a manager of Production, Purchasing and Inventory. Mr. Carroll received a B.B.A. degree in accounting from Pace University of New York in 1985.
ITEM 10.
EXECUTIVE COMPENSATION
No executive compensation was paid in the year ended June 30, 2005.
ITEM 11.
SECUIRTY OWNERSHIP OF MANANGEMENT AND BENEFICIAL OWNERS
As of June 30, 2005, the following persons are known to Freestone to own 5% or more of Freestone's Voting Stock:
AMOUNT PERCENT
Name and Address BENEFICIALLY OWNED* OF CLASS
----------------
Saeid "Andrew" Akavan 2,224,301 14.50%
2184 West 190th Street
Torrance California 90504
Jesse Cohen 2,372,500 15.47%
2184 West 190th Street,
Torrance, California 90504
Future Holdings Corp. 1,185,000 8.77%
133 Rolling Hills Road
Clifton, New Jersey 07103
James F. Carroll 1,331,325 8.68%
2184 West 190th Street,
Torrance, California 90504
Alexis Quintana 378,882 2.47%
2184 West 190thStreet
Torrance, California 90504
6
Randall S. Waldman 257,500 1.68%
2184 West 190th Street,
Torrance, California 90504
FTH, Inc. 2,500,000 16.30%
133 Rolling Hills Road
Clifton, New Jersey 07103
All directors and officers 10,409,508 68.00%
as a group (1 persons)
* Unless otherwise indicated such person is the sole beneficial owner of
the shares set forth opposite his name.
ITEM 12.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
None.
ITEM 13.
EXHIBITS, FINANICAL STATEMENTS AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report: Included in Part II, Item 7 of this report:
Report of Independent Registered Public Accountant
Consolidated Balance Sheet as of June 30, 2005
Consolidated Statements of Income and Expenses – For the Years Ended June 30, 2005 and 2004, And for the Period July 1, 2001 (Re-entering Development Stage) to June 30, 2005
Consolidated Statements of Cash Flows - For the Years Ended June 30, 2005 and 2004, And for the Period July 1, 2001 (Re-entering Development Stage) to June 30, 2005
Consolidated Statements of Stockholders’ Deficit – Period from July 1, 2001 (Re-entering the Development Stage) Through June 30, 2005
Notes to Consolidated Financial Statements
(b) Freestone filed the following Form 8-K’s in 2005.
None
(c)
Exhibits
31
Certification
7
32
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – CEO and CFO
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
(1) AUDIT FEES
The aggregate fees billed for professional services rendered by our auditors, for the audit of the registrant's annual financial statements and review of the financial statements included in the registrant's Form 10-QSB or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the year ended June 30, 2005 was $3,500 and $3,500 for the years ended June 30, 2005 and 2004, respectively.
(2) AUDIT-RELATED FEES
NONE
(3) TAX FEES
NONE
(4) ALL OTHER FEES
NONE
(5) AUDIT COMMITTEE POLICIES AND PROCEDURES
Freestone does not have an audit committee.
(6)
Not applicable.
8
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-KSB to be signed on its behalf by the undersigned hereunto duly authorized.
FREESTONE RESOURCES, INC.
By:
/s/ James F. Carroll
James F. Carroll
Chief Executive Officer & Chief Financial Officer
Dated: July 16, 2007
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Freestone Resources, Inc.
(Development Stage Company)
Rockwall, TX
We have audited the accompanying consolidated balance sheet of Freestone Resources, Inc. as of June 30, 2005 and the related consolidated statements of expenses, stockholders’ deficit, and cash flows for the two years then ended and the period from July 1, 2001 (re-entering the development stage) through June 30, 2005. These consolidated financial statements are the responsibility of Freestone's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Freestone as of June 30, 2005 and the results of operations and cash flows for the two years ended June 30, 2005 and the period from July 1, 2001 (re-entering the development stage) through June 30, 2005, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that Freestone will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, Freestone suffered recurring losses from operations and has a working capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Malone & Bailey, PC
Malone & Bailey, PC
www.malone-bailey.com
Houston, Texas
July 25, 2007
F-1
FREESTONE RESOURCES, INC.
(formerly iChargeit, Inc.)
(DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
June 30, 2005
ASSETS | $ - | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||
Current liabilities | ||
Accounts payable | $ 1,328 | |
Accounts payable – related party | 5,872 | |
Notes payable | 131,169 | |
Total current liabilities | 138,369 | |
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock, $.001 par value, 5,000,000 shares authorized, -0- shares issued and outstanding | - | |
Common stock, $.001 par value, 50,000,000 shares authorized, 15,336,260 shares issued and outstanding | 15,336 | |
Additional paid in capital | 13,068,307 | |
Accumulated deficit | (13,154,964) | |
Accumulated deficit during development stage | (67,048) | |
Total stockholders’ deficit | (138,369) | |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ - |
The accompanying notes are an integral part of these financial statements.
F-2
FREESTONE RESOURCES, INC.
(formerly iChargeit, Inc.)
(DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF INCOME AND EXPENSES
Years Ended June 30, 2005 and 2004, and for the
Period from July 1, 2001 (Re-entering the Development Stage)
to June 30, 2005
Year Ended June 30, |
Year Ended June 30, | Re-entering the Development Stage to June 30, | ||||
2005 | 2004 | 2005 | ||||
General and administrative expenses | $ 5,830 | $ 1,800 | $ 11,230 | |||
Interest expense | 20,009 | 16,957 | 55,818 | |||
Loss from continuing operations | (25,839) | (18,757) | (67,048) | |||
Discontinued operations | ||||||
Income from discontinued operations | 1,322,601 | - | - | |||
NET INCOME (LOSS) | $ 1,296,762 | $ (18,757) | $ (67,048) | |||
Basic and diluted income (loss) per share: | ||||||
Continuing operations | $ (0.00) | $ (0.00) | ||||
Discontinued operations | 0.09 | (0.00) | ||||
Net income (loss) | 0.09 | (0.00) | ||||
Weighted average shares outstanding: | ||||||
Basic and diluted | 14,817,328 | 11,306,260 |
The accompanying notes are an integral part of these financial statements.
F-3
FREESTONE RESOURCES, INC.
(formerly iChargeit, Inc.)
(DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended June 30, 2005 and 2004, and for the
Period from July 1, 2001 (Re-entering the Development Stage)
to June 30, 2005
Year Ended June 30, | Year Ended June 30, | Re-entering the Development Stage to June 30, | ||||
2005 | 2004 | 2005 | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
Net income (loss) | $ 1,296,762 | $ (18,757) | $ (67,048) | |||
Net income from discontinued operations | (1,322,601) | - | - | |||
Net loss from continuing operations | (25,839) | (18,757) | (67,048) | |||
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities: | ||||||
Common stock issued for services | 4,030 | 4,030 | ||||
Change in accounts payable and accrued expenses | 15,937 | 18,757 | 57,146 | |||
Change in accounts payable – related party | 5,872 | - | 5,872 | |||
Net cash used in continuing operations | - | - | - | |||
Net cash used in discontinued operations | - | - | - | |||
Net cash used in operating activities | - | - | - | |||
NET CHANGE IN CASH | - | - | - | |||
CASH AT BEGINNING OF PERIOD | - | - | - | |||
CASH AT END OF PERIOD | $ - | $ - | $ - | |||
Supplemental cash flow information: | ||||||
Cash paid for interest | $ - | $ - | $ - | |||
Cash paid for income taxes | - | - | - |
The accompanying notes are an integral part of these financial statements.
F-4
FREESTONE RESOURCES, INC.
(formerly iChargeit, Inc.)
(DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
Period from July 1, 2001 (Re-entering the Development Stage) through June 30, 2005
The accompanying notes are an integral part of these financial statements.
F-5
FREESTONE RESOURCES, INC.
(formerly iChargeit, Inc.)
Notes To Consolidated Financial Statements
June 30, 2005
NOTE 1 – NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES
Nature of Activities, History and Organization:
Freestone Resources, Inc. was involved in the operation of an internet computer supply business until its operations were discontinued in 2001. It has had no business since that time. Freestone was incorporated as Para-Link, Inc. in Texas on January 22, 1997 and on March 10, 1999, Para-Link acquired 100% of the outstanding capital stock of iChargeit Inc., which was incorporated on January 6, 1999 in Nevada. On March 17, 1999, Para-Link, Inc. changed its name to iChargeit, Inc. On November 5, 1999 iChargeit was reincorporated in Delaware. On August 22, 2006, iChargeit was reincorporated in Nevada and changed its name to Freestone Resources, Inc.
Income Taxes:
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Earnings per Share:
Basic net loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding for the period covered. As Freestone has no potentially dilutive securities, therefore fully diluted loss per share is identical to basic loss per share.
Use of Estimates:
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Re-entering the Development Stage:
Freestone disposed of all of its operations during the year ended June 30, 2001. Since it had no operations, it re-entered the development stage and will continue in the development stage until it generates revenues from operations.
Recently Issued Accounting Pronouncements:
Freestone does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.
NOTE 2 – GOING CONCERN
As reflected in the accompanying financial statements, Freestone incurred operating losses, and has a negative working capital position as of June 30, 2005. The above factors raise substantial doubt about Freestone's ability to continue as a going concern. Freestone's continued existence is dependent on its ability to obtain additional equity and/or debt financing to fund its operations. Freestone plans to raise additional financing and to increase sales volume. There is no assurance that Freestone will obtain additional financing or achieve profitable operations or cash inflows. The financial statements do not include any adjustments relating to the recoverability or classification of recorded asset amounts or the amount and classification of liabilities that might be necessary as a result of this uncertainty.
NOTE 3 – NOTES PAYABLE
Freestone has a note payable originating from the discontinued operations of its subsidiary in 2001 of $75,351. The note is in default, accrues interest at 18% and is secured by all assets of Freestone except cash. As of June 30, 2005, interest of $55,818 was included in the balance of this note.
NOTE 4 – INCOME TAXES
Freestone has adopted Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (SFAS No. 109), which requires the use of the liability method in the computation of income tax expense and the current and deferred income taxes payable. Freestone had net losses for the years ended June 30, 2005 and 2004 and therefore had no tax liability. The cumulative net operating loss carry-forward includes amounts from both continuing and discontinued operations and is approximately $3,698,175 and will expire between 2003 and 2026.
Freestone’s net deferred tax amounts are as follows:
Deferred tax asset attributable to:
Net operating loss carryover
$ ( 1,257,380)
Less: Valuation allowance
1,257,380
Net deferred tax asset
$ 0
NOTE 5 – ACCOUNTS PAYABLE - RELATED PARTY
During the year ended June 30, 2005, an officer paid $5,872 of expenses on behalf of Freestone.
NOTE 6 – COMMON STOCK
In August of 2004, Freestone issued 4,030,000 shares of common stock valued at $4,030 to a consultant for services.
F-7
NOTE 7 – DISCONTINUED OPERATIONS
In May of 2005, the statute of limitations expired for certain liabilities that originated from the discontinued operations of Freestone’s subsidiary in 2001. Freestone wrote off $1,322,601 of these liabilities for the year ended June 30, 2005. The income from these write offs is reported as income from discontinued operations in the accompanying financial statements.
NOTE 8 – SUBSEQUENT EVENTS
On August 22, 2006, Freestone was reincorporated in Nevada and changed its name from iChargeit, Inc. to Freestone Resources, Inc.
F-8