SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-K/A

 

 

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Fiscal Year Ended June 30, 2011

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXHANGE ACT OF 1934

 

For the Transition Period from ________ to ________

 

FREESTONE RESOURCES, INC.

 (Exact name of registrant as specified in its charter)

 

NEVADA		000-28753		33-0880427
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
Republic Center, Suite 1350 325 N. St. Paul St. Dallas, TX				75201
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s telephone number, including area code:  214-880-4870

 

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:  Common Stock, Par value $0.001

 

Indicate by a check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.  Yes |   | No |X|

 

Indicate by a check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Securities Exchange Act. Yes |   | No |X|

 

Indicate by check mark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports) (2) has been subject to such filing requirement for the past 90 days. Yes | X | No | |

 

Indicate by check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (s229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller 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]

 

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 September 26, 2011: $12,680,157

 

Indicate the number of Shares of outstanding of each of the Registrant's classes of common stock, as of the latest practicable date:  As of September 26, 2011, the Registrant had 52,612,760 shares of common stock outstanding.

 

 

 

 

 

EXPLANATORY NOTE

 

This Amendment on Form 10-K/A (this “Amendment”) amends Freestone Resources Inc.’s (the “Registrant”) Annual Report on Form 10-K  for the fiscal year ended June 30, 2011, which the Registrant previously filed with the Securities and Exchange Commission on September 28, 2011 (the “Original Filing”).  The Registrant is filing this Amendment because management became aware of a deficiency contained within the Original Filing, namely the Original Filing incorrectly indicated that the Company is authorized to issue 200,000,000 common shares, in both the Consolidated Balance Sheets and Note 5 – Equity. As of the Original Filing the Registrant is only authorized to issue 100,000,000 common shares.  Except as set forth below, the Original Filing has not been amended, updated or otherwise modified.  

 

 

 

  

FREESTONE RESOURCES, INC.

(A Development Stage Company)

Consolidated Balance Sheets

As of June 30, 2011 and 2010

 

		2011				2010
ASSETS
Current assets:
Cash		$	93,015			$	28,062
Accounts receivable, net of allowance of  $0 and $0			2,153				22,029
Total current assets			95,168				50,091
Oil and gas properties used for research and development			26,000				26,000
Equipment and other fixed assets, net of accumulated depreciation of $15,032 and $3,786			52,520				5,181
Total fixed assets, net			78,520				31,181
Other assets			3,087				15,511
TOTAL ASSETS		$	176,775			$	96,783
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable		$	23,047			$	250,769
Accounts payable, related party			0				150,010
Accrued expenses			8,237				12,559
Note payable, related party			21,461				34,321
Stock to be issued			0				150,000
Total current liabilities			52,745				597,659
Long term liabilities:
Asset retirement obligations			24,917				41,123
Total long term liabilities			24,917				41,123
TOTAL LIABILITIES			77,662				638,782
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, $.001 par value, 100,000,000 shares
authorized, 52,512,760 and 71,718,994 shares issued and outstanding			52,513				71,719
Additional paid in capital			16,538,716				16,299,789
Accumulated deficit			(16,492,116)				(16,913,507)
Total stockholders' equity (deficit)			99,113				(541,999)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$	176,775			$	96,783

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

 

 

NOTE 5 – EQUITY

 

The Company is authorized to issue 100,000,000 common shares at a par value of $0.001 per share. These shares have full voting rights.  At June 30, 2011 and 2010, there were 52,512,760 and 71,718,994, respectively, common shares outstanding.

 

 

 

SIGNATURES

 

 

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

 

				FREESTONE RESOURCES, INC.
Date:	October 3, 2011		By:	/s/ Clayton Carter
				Clayton Carter
				Chief Executive Officer, Director
Date:	October 3, 2011		By:	/s/ James Carroll
				James Carroll
				Chief Financial Officer, Director