Edgar Filing: FREESTONE RESOURCES, INC.

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2018

[ ] TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934

Commission File Number 000-28753

FREESTONE RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Nevada		90-0514308
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

101 W. Ave D. Ennis TX, 75119

(Address of principal executive offices)

(972) 875-8427

(Issuer's telephone number)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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: Yes [X] No [ ]

Indicate by check mark whether the Registrant is a large accredited filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accredited filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large Accredited Filer [ ]	Accelerated Filer [ ]
Non-Accredited Filer [ ]	Smaller Reporting Company [X]
Emerging Growth Company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive File required to be submitted pursuant to Rule 405 of Regulation S-T (SS325.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files), Yes [X] No [ ]

As of February 15, 2019 there were 98,238,177 shares of Common Stock of the issuer outstanding.

Freestone Resources Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
As of December 31, 2018 and June 30, 2018


	December 31,			June 30,
	2018			2018
	(Unaudited)
ASSETS

Current Assets
Cash	$	34,467		$	2,966
Accounts receivable, net of allowance for doubtful accounts of
$4,000 and $4,000		137,569			139,772
Inventory		28,647			30,391
Prepaid and Other Assets		44.909			67,065
Total Current Assets		245,592			240,194

Property, plant and equipment, net of accumulated depreciation of
$408,529 and $349,373		1,300,816			1,359,972

TOTAL ASSETS	$	1,546,408		$	1,600,166


LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)

Current Liabilities
Accounts payable	$	68,346		$	91,286
Accrued liabilities		776,150			580,124
Environmental liability		400,000			400,000
Convertible Notes Payable - Related Party		1,586,875			1,579,919
Current portion of capital lease obligation		11,495			12,484
Current portion of long-term debt		1,016,897			339,858
Total Current Liabilities		3,859,763			3,003,926

Capital lease obligation, less current portion		7,941			13,124
Long-term debt, less current portion		18,283			715,131

TOTAL LIABILITIES		3,885,987			2,731,926

STOCKHOLDERS' EQUITY/(DEFICIT)
Preferred Stock, 5,000,000 shares authorized, 0 shares issued and outstanding		—			—
Common stock, $.001 par value, 600,000,000 and 100,000,000 shares authorized as of December 31, 2018 and June 30, 2018, respectively
98,238,177 and 91,988,177 shares issued and outstanding as of December 31, 2018 and June 30, 2018, respectively		98,238			91,988
Additional paid in capital		21,165,128			20,858,878
Accumulated deficit		(24,417,218	)		(23,829,238	)
Total Freestone Resources, Inc. stockholders' deficit		(3,153,852	)		(2,878,372	)
Non-Controlling Interest		814,273			746,612
Total equity (deficit)		(2,339,579	)		(2,131,760	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)	$	1,546,408		$	1,600,166


The Accompanying Notes Are An Integral Part of These Unaudited Condensed Consolidated Financial Statements

Freestone Resources Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
Three and Six Months Ended December 31, 2018 and 2017

		Three Months			Three Months			Six Months			Six Months
		Ended			Ended			Ended			Ended
		December 31,			December 31,			December 31,			December 31,
		2018			2017			2018			2017

REVENUE
Tipping Fee Revenue	$	178,106		$	151,650		$	367,610		$	327,308
Tire Repair Revenue		85,052			102,887			180,472			205,036
Used Tire Sales		14,749			33,700			30,899			70,742
Scrap Material Sales		15,567			15,816			28,609			29,989
Total Revenue		293,474			304,053			607,590			622,058

COSTS OF REVENUE
Tipping Fee Operations		65,032			68,625			129,872			134,892
Tire Repair		36,120			37,229			69,853			74,914
Used Tire Sales		916			3,507			3,153			7,608
Tire Disposal		56,413			82,295			124,439			172,066
Scrap and Other Costs		—			2,496			—			8,912
Total Cost of Revenue		158,481			194,152			327,317			398,392

GROSS PROFIT		134,993			109,901			280,273			223,666

OPERATING EXPENSES
Joint Venture Start Up Costs		47,485			47,930			94,256			102,590
Selling		29,749			30,051			61,092			61,028
General and Administrative		182,291			196,695			555,104			379,956
Depreciation and Amortization		29,579			31,163			59,156			62,626
Total Operating Expense		289,104			305,839			769,608			606,200

INCOME (LOSS) FROM OPERATIONS		(154,111	)		(195,938	)		(489,335	)		(382,534	)

OTHER INCOME (EXPENSES)
Interest Expense, net		(64,730	)		(54,789	)		(129,454	)		(109,247	)
		(64,730	)		(54,789	)		(129,454	)		(109,247	)

NET INCOME (LOSS)		(218,841	)		(250,727	)		(618,789	)		(491,781	)

Loss Attributable to Non-Controlling Interest		15,510			15,655			30,809			33,332

NET INCOME (LOSS) ATTRIBUTABLE TO FREESTONE	$	(203,331	)	$	(235,072	)	$	(587,980	)	$	(458,449	)

Basic and diluted income (loss) per share
Net income (loss) per share		(0.00	)		(0.00	)		(0.01	)		(0.01	)

Weighted average shares outstanding
Basic and diluted		98,238,177			91,614,536			96,553,294			91,677,036

The Accompanying Notes Are An Integral Part of These Unaudited Condensed Consolidated Financial Statements

Freestone Resources Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flow
Six Months Ended December 31, 2018 and 2017
(Unaudited)

		December 31,			December 31,
		2018			2017

CASH FLOW FROM OPERATING ACTIVITIES
Net Income (Loss)	$	(618,789	)	$	(491,781	)
Adjustments to reconcile net income (loss) to net cash used
in operating activities:
Depreciation		59,156			62,626
Shares Issued for Services		187,500			13,750
Changes in operating assets and liabilities
(Increase) Decrease in Accounts Receivable		2,203			(25,419	)
(Increase) Decrease in Inventory		1,744			11,906
(Increase) Decrease in Prepaid Expenses		22,156			7,818
Increase (Decrease) in Accounts Payable		(22,940	)		99,391
Increase (Decrease) in Accrued Liabilities		196,026			12,799
Net Cash Used in Operating Activities		(172,944	)		(308,910	)

CASH FLOW FROM INVESTING ACTIVITIES

Net Cash Provided by (Used in) Investing Activities		—			—

CASH FLOW FROM FINANCING ACTIVITIES
Contributions to LLC by Holders of Non-Controlling Interest in FDEP		98,470			123,748
Proceeds from Convertible Notes Payable - Related party		131,956			430,945
Capital Lease Payments		(6,172	)		(5,884	)
Repayment of Long-Term Debt		(19,809	)		(226,641	)
Net Cash Provided by Financing Activities		204,445			322,168

Net Increase in Cash		31,501			13,258

Cash at Beginning of the Period		2,966			4,109

Cash at the End of the Period	$	34,467		$	17,367

Supplemental Disclosure of Cash Flow Information:
Interest paid	$	40,506		$	82,533
Income taxes paid	$	—		$	—

Non Cash financing and Investing Activities
Conversion of Convertible Related Party Note to Common Stock	$	125,000		$	—



The Accompanying Notes Are An Integral Part of These Unaudited Condensed Consolidated Financial Statements

Freestone Resources Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

December 31, 2018

NOTE 1 – NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Activities, History and Organization

Freestone Resources, Inc. and subsidiaries (“Freestone” or collectively the “Company”) are an oil and gas technology development company. The Company is located in Dallas, Texas and is incorporated under the laws of the State of Nevada. The Company’s subsidiaries consist of C.C. Crawford Retreading Company, Inc., Freestone Technologies, LLC and Freestone Dynamis Energy Products, LLC.

The Company’s primary business is the development of new technologies that allow for the utilization of oil and gas resources in an environmentally responsible and cost effective way.

C.C. Crawford Retreading Company, Inc. (“CTR”) is an Off-The-Road (“OTR”) tire company located in Ennis, Texas and incorporated under the laws of the State of Texas. CTR’s primary business is to repair, recycle, dispose of and sell OTR tires, which are used on large, industrial equipment.

Freestone Dynamis Energy Products, LLC (“FDEP”) is a joint venture between Dynamis Energy, LLC and the Company. FDEP was established to pursue the production and marketing of Petrozene™. FDEP’s initial operations will utilize a specialized pyrolysis technology in order to process CTR’s feedstock, and begin large scale production of Petrozene™. Freestone owns 70% of FDEP.

Freestone Technology, LLC. is an inactive subsidiary.

Unaudited Interim Financial Statements:

The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission. These financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring accruals) necessary to present fairly the balance sheet, statement of operations, and statement of cash flows for the periods presented in accordance with accounting principles generally accepted in the United States. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to SEC rules and regulations. It is presumed that users of this interim financial information have read or have access to the audited financial statements and footnote disclosure for the preceding fiscal year contained in the Company’s Annual Report on Form 10-K. The results of operations for the period ended December 31, 2018 are not necessarily indicative of the results of operations for the full year or any other interim period. The information included in this Form 10-Q should be read in conjunction with Management's Discussion and Analysis and Financial Statements and notes thereto included in the Company’s June 30, 2018 Form 10-K.

Recently Adopted Accounting Pronouncements:

Revenue:

Revenue from Contracts with Customers: In May 2014, ASC 606 was issued related to revenue from contracts with customers. This updated guidance supersedes the current revenue recognition guidance, including industry-specific

guidance. The updated guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASU 2014-09 includes provisions within its five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

The standard became effective for the Company beginning July 1, 2018 and permits two methods of adoption: the full retrospective method, which requires the standard to be applied to each prior period presented, or the modified retrospective method, which requires the cumulative effect of adoption to be recognized as an adjustment to opening retained earnings in the period of adoption. The Company adopted the standard using the modified retrospective method. There was no effect for any adjustments to retained earnings upon adoption of the standard on July 1, 2018.

Recently Issued Accounting Pronouncements:

Leases

In February 2016, FASB issued ASU 2016-02— Leases (Topic 842). The update is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the amendments in this update is permitted. As such, The Company is required to adopt these provisions as of the fiscal year beginning on January 1, 2019. The Company is currently evaluating the impact of FASB ASU 2016-02 and expects the adoption thereof will have a material effect on the Company’s presentation of balance sheet assets and liabilities based on the present value of future lease payments, but does not expect a material effect on the presentation of expenses and cash flows.

NOTE 2 – INVENTORY

Inventory of the Company is carried at lower of cost or market. The Company’s inventory consists of processed rubber from disposed tires carried at cost of processing, used tires for sale carried at the cost of repairs and tire oil produced from the Company’s pyrolysis operations. As of December 31, 2018 and June 30, 2018 inventory consisted of:

		12/31/18		6/30/18
Used Tires for Resale	$	9,904	$	11,648
Petrozene and Tire Oil		18,743		18,743
	$	28,647	$	30,391

NOTE 3 – PROPERTY, PLANT AND EQUIPMENT


At December 31, 2018 and June 30, 2018 Property, Plant and Equipment was as follows:

		12/31/18		6/30/18
Land	$	360,000	$	360,000
Buildings and Improvements		706,700		706,700
Automotive Equipment		78,100		78,100
Machinery and Equipment		507,807		507,807
Capital Lease Assets		56,738		56,738
		1,709,345		1,709,345
Less Accumulated Depreciation		408,529		349,373
	$	1,300,816	$	1,359,972

For the six months ended December 31, 2018 and December 31, 2017 depreciation expense was $59,156 and $62,626, respectively.

NOTE 4 – ENVIRONMENTAL LIABILITY

The Company’s tire recycling permit requires the Company to ultimately dispose of all tires accepted for recycling. Tire disposal occurs in the normal course of business however the Company always has tires stored at its facility that have not yet been disposed of. The environmental liability was calculated by estimating the costs associated with the various disposal costs that would be necessary to remove the tires from the CTR permitted facility. CTR plans to convert the majority of the tires into crum rubber and sell it to FDEP as a feedstock for its specialized pyrolysis operations. Although CTR still plans to convert the majority of the tires in crum rubber for use by FDEP the liability was recorded as part of the plan submitted to the TCEQ to cure potential violations regarding it processing permit. Since the plan requires CTR to significantly reduce the numbers of tires on hand within the next year and to date FDEP has not been able to demonstrate the capacity to use the number of tires on hand. The liability is considered short-term and the balance at December 31, 2018 and June 30, 2018 was $400,000.

NOTE 5 – CAPITAL LEASE OBLIGATIONS

Capital lease assets of $56,738 and $56,738 and accumulated amortization of $37,230 and $31,556 are included in property, plant and equipment on the balance sheet at December 31, 2018 and June 30, 2018, respectively. For the six months ended December 31, 2018 and December 31, 2017 amortization expense was $5,674 and $5,674, respectively.

At December 31, 2018 and June 30, 2018 capital lease obligations were as follows:
			12/31/18			6/30/18
Lease payable bearing interest at 4.95% with monthly payments of $315 maturing August 2019. The lease is secured by equipment.		$	2,476		$	4,281
Lease payable bearing interest at 3.95% with monthly payments of $309 maturing December, 2020. The lease is secured by equipment.			7,062			8,725

Lease payable bearing interest at 4.78% with monthly payments of $489 maturing September, 2020. The lease is secured by equipment.			9,898			12,602
			19,436			25,608

Less current maturities			(11,495	)		(12,484	)

		$	7,941		$	13,124

At December 31, 2018 future maturities of capital lease obligations were as follows:

Year Ending December 31:
	2019	$	11,495
	2020	$	7,941
		$	19,436

NOTE 6 – NOTES PAYABLE

At December 31, 2018 and June 30, 2018 notes payable were as follows:
		12/31/18			6/30/18
Note payable to bank bearing interest at 7.0% with monthly payment of $3,718 maturing June, 2020. The note is secured by accounts receivable.	$	60,017		$	79,826
Note payable to seller in connection with purchase of CTR bearing interest at 12% maturing October, 2020. Note amended to add $360,065 of accrued interest and penalties to principal in February, 2017. Interest only payable until November, 2018. Monthly payment of $45,904 thereafter. Secured by the common stock and assets of CTR. As of December 31, 2018 the note was in default. Subsequent to year end the Company reached an agreement with the lender to amend the note and bring it current. See Note 12 Subsequent events for details of amendment.		975,163			975,163
		1,035,180			1,054,989	)

Less current maturities		(1,016,897	)		(339,858	)

Long Term Debt, Less Current Maturities	$	18,283		$	715,131

At September 30, 2018 future maturities of long term debt were as follows:

Year Ending September 30:
2019	$	1,016,897
2020	$	18,283
2021	$	-
	$	1,035,180

NOTE 7. CONVERTIBLE NOTES PAYABLE – RELATED PARTIES

At December 31, 2018 and June 30, 2018 notes payable to officers and shareholders were as follows:
			12/31/18			6/30/18
Note payable to officer bearing interest at 6.5% due December, 2018. The note is convertible into common stock at $.05 a share at maturity. The note is unsecured.			50,000			50,000
Note payable to stockholder bearing interest at 6.5% due December, 2018. The note is convertible into common stock at $.05 a share at maturity. The note is unsecured.			20,000			20,000

Note payable to stockholder bearing interest at 6.5% due December, 2018. The note is convertible into common stock at $.05 a share at maturity. The note is unsecured.(1)			1,516,875			1,509,919
			1,586,875			1,579,919

Less current maturities			(1,586,875	)		(1,679,919	)

		$	—		$	—

At December 31, 2018 future maturities of Notes Payable – Related Parties were as follows:

Year Ending December 31:
	2019	$	1,586,875
		$	1,586,875

(1)

On August 15, 2018 the noteholder converted $125,000 of debt into common stock at $.05 a share in accordance with the note agreement. See Note 8 below.

NOTE 8 – EQUITY

The Company is authorized to issue 600,000,000 common shares at a par value of $0.001 per share. These shares have full voting rights. At December 31, 2018 and June 30, 2018 there were 98,238,177 and 91,988,177 common shares outstanding, respectively.

On September 30, 2017, the Company issued 125,000 shares of common stock to its Chief Financial Officer for services rendered under his employment contract valued at $0.06 per share which was the fair market value.

On October 9, 2018 the Company filed a Pre 14C Form with the SEC notifying stockholders regarding a resolution to file with the Nevada Secretary of State a Certificate of Change: (i) increasing our authorized shares of common stock from one hundred million (100,000,000) shares having a par value of one mill ($0.001) per share to six hundred million (600,000,000) shares and retaining the par value of $0.001 per share (the “Common Stock Resolution”); and (ii) increasing our authorized shares of preferred stock from five million (5,000,000) shares having a par value of one mill ($0.001) per share to ten million (10,000,000) shares and retaining the par value of $0.001 per share (the “Preferred Stock Resolution”). Under Nevada law the increase can be implemented by a joint resolution passed by the board of directors approved by a simple majority of the outstanding shares. The joint resolution included in the Form 14C filing included the approval of ten shareholders representing 51.36% of the outstanding common shares. On December 3, 2018 the Certificate of changed was filed with the Nevada Secretary of State.

On August 15, 2018 the Company issued a total of 2,500,000 shares of common stock to a note holder for conversion of $125,000 of convertible debt at $.05 a share in accordance with the note agreement.

On August 21, 2018 the Company issued 3,750,000 shares of common stock valued at $.05 a share to its Officers as compensation.

The Company is authorized to issue 5,000,000 shares of preferred stock. As of December 31, 2018 and June 30, 2018 there were no shares issued and outstanding.

NOTE 9 – MERGER AGREEMENT

On November 2, 2017 the Company formed Freestone Dynamis Acquisition, LLC an Idaho limited liability Company.

On November 2, 2017, Freestone entered into an Agreement and Plan of Merger (the “Plan”) with Freestone Dynamis Acquisition, LLC, an Idaho limited liability company and wholly owned subsidiary of the Company (“Merger Sub”), and Dynamis Energy, LLC, an Idaho limited liability company (“Dynamis”). Pursuant to the terms of the Plan, at the Effective Time (as defined in the Plan) thereof: (i) Merger Sub will be merged with and into Dynamis, with the separate existence of Merger Sub to cease and with Dynamis to continue as the surviving entity and as a wholly owned subsidiary of the Company; and (ii) all Units of Dynamis will be exchanged for shares of the Company’s common stock to be paid in accordance with Article II of the Plan (the “Merger”). At the closing of the Merger, it is expected that the members and warrant holders of Dynamis will collectively own or have the right to purchase (through exercising a warrant to purchase Dynamis Units, which the Company will have the right to exchange shares of its common stock in exchange for such Dynamis Units) shares of the Company’s common stock, representing approximately seventy five percent (75%) of the Company’s issued and outstanding shares. The Merger contemplated by the Plan, together with the Rights Offering (as defined below), is intended to qualify as a nontaxable exchange pursuant to Section 351 of the Internal Revenue Code of 1986, as amended.

The closing of the Merger is subject to numerous conditions including, but not limited to, the following:

At or one week prior to the Effective Time, the Company shall have commenced a rights offering to its stockholders on the terms set forth in the Plan (the “Rights Offering”), which Rights Offering shall remain open for a period of 90 days;

The approval by the Company’s stockholders and the filing with the Nevada Secretary of State of an amendment to the Company’s Articles of Incorporation to increase the number of the Company’s authorized shares of common stock in an amount sufficient to consummate Merger, the Rights Offering, the Company’s new equity incentive plan and the other transactions contemplated by the Plan;

The effectiveness of the Company’s to-be-filed: (i) Registration Statement on Form S-3 relating to the registration under the Securities Act, of the shares of Company common stock to be issued in its Rights Offering; and (ii) Registration Statement on Form S-4 relating to the authorization and the registration under the Securities Act of the shares of Company common stock to be issued in the Merger;

Dynamis members, together with Company stockholders participating in the Rights Offering, shall collectively hold at least 80 percent of the total issued and outstanding shares of the Company’s stock (other than stock subject to vesting restrictions); and

The Company’s stockholders shall have approved the Company’s new equity incentive plan that is contemplated by the Plan.

In addition, either party may terminate the Plan at any time prior to closing on certain terms and conditions

As of December 31, 2018, the two Companies continue to work toward completing the merger. Dynamis Energy has encountered delays in completing the required audited financial statements to comply with SEC requirements. Freestone remains committed to completing the merger once these issues are resolved. However, the Company is reviewing all options and seeking additional capital investment.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Freestone has royalty and commission agreements with certain consultants related to the sale of Petrozene™ for their work in the re-launch of the Petrozene™ product line. These royalty and commission agreements range from 2.5% to 7.5% of the net income the Company receives from Petrozene™ sales, and the agreements also have special royalty provisions for certain customers that expire on April 14, 2030. One of the contracts is with the brother of the former CEO of the Company. In case of change of control of the Company the agreement is voided.

NOTE 11 – GOING CONCERN

There is substantial doubt regarding the Company’s ability to continue as a going concern as we have not generated sufficient cash flows to fund our business operations and loan commitments. Our future success and viability, therefore, are dependent upon our ability to generate capital financing. The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon the Company and our shareholders.

The Company formed FDEP in order to vertically integrate its Petrozene™ product line, and utilize a specialized pyrolysis process in order to produce other byproducts of value that will generate revenue for FDEP. In turn, the ability of FDEP to process large quantities of OTR tires will allow the Company to increase the amount of OTR tires it can dispose of and process, which will generate additional revenue of the Company. Additionally, the Company intends to raise equity or debt financing that will allow the Company to expand its current operations.

NOTE 12 – SUBSEQUENT EVNETS

On February 4, 2019 the Company executed an amendment to its notes payable to the seller in connection with the purchase of CTR. Under the amended terms the Company agrees to make a payment of $116,308 to bring the note current. Beginning February 24, 2019, the Company will make monthly payments of $12,000 interest only through July, 2019. In August 2019 the Company will resume monthly payments of $45,905. The final maturity date of the loan was moved to June, 2021.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. The Company’s actual results could differ materially from those set forth on the forward-looking statements as a result of the risks set forth in the Company’s filings with the Securities and Exchange Commission, general economic conditions, and changes in the assumptions used in making such forward-looking statements.

General

Freestone Resources, Inc. (the “Company” or “Freestone”), a Nevada corporation, is an oil and gas technology development company that is actively developing and marketing technologies and solvents designed to benefit various sectors in the oil and gas industry. The Company has re-launched its Petrozene™ solvent after developing a new and improved formula. Petrozene™ is primarily used to dissolve paraffin buildup, and it is primarily used for pipelines, oil storage tanks, oil sludge build up, de-emulsification, well treatment, as a corrosion inhibitor and as a catalyst in opening up formations thereby aiding in oil production.

On June 24, 2015 Freestone purchased 100% of the common stock of C.C. Crawford Retreading Company, Inc. (“CTR”), a Texas corporation. CTR is an Off-The-Road (“OTR”) tire company located in Ennis, Texas, and a wholly owned subsidiary of Freestone. CTR’s primary business is to repair, recycle, dispose of and sell OTR tires, which are used on large, industrial equipment. Freestone made the decision to purchase CTR in order to utilize the CTR facility for the production of Petrozene™.

On June 24, 2015 the Company formed Freestone Dynamis Energy Products, LLC (“FDEP”) with Dynamis Energy, LLC (“Dynamis”). FDEP was formed in order to operate and manage the specialized pyrolysis process that is used to create Petrozene™ and other byproducts of value. Freestone chose to work with Dynamis based on their extensive engineering and waste-to-energy expertise. Freestone owns a 70% member interest in FDEP.

The acquisition of CTR and the formation of FDEP have allowed Freestone to vertically integrate the Petrozene™ product line. CTR will remain an auxiliary company that will maintain existing operations that complement the efforts of FDEP and Freestone.

Results of Operations

Three and six months ended December 31, 2018 compared to three and six months ended December 31, 2017

Revenue – Our revenue for the three months ended December 31, 2018 decreased by approximately 1% to $293,474 compared to $304,053 for the three months ended December 31, 2017. Revenue for the six months ended December 31, 2018 decreased to $607,590 from $622,058 for the same period ended December 31, 2018. The decrease was a result of decreases in tire repairs revenue and used tire sales. Tipping revenue continued to rise.

Cost of Revenues – Cost of revenue decreased from $194,152 for the three months ended December 31, 2017 to $158,481 for the three months ended December 31, 2018 and from $398,392 for the six months ended December 31, 2017 to $327,317 for the six months ended December 31, 2018. This was primarily due to decreases in disposal and scrap costs.

Gross Profit - As a result of the decreases in cost of revenues gross profit increased by $25,092 for the three months ended December 31, 2018 and by $56,607 for the six months ended December 31, 2018 despite the decrease in revenue.

Operating Expense – Total operating expenses increased from $606,200 for the six months ended December 31, 2017 to $769,608 for the six months ended December 31, 2018. This is primarily due to an increase in stock compensation to officers from $13,750 to $187,500. The stock was issued to compensate the officers for the deferral of salaries. Operating expenses of CTR increased by less than 1% from $219,220 for the six months ended December 31, 2017 to $222,323 for the six months ended December 31, 2018. Startup costs for FDEP decreased from $102,590 for the six months ended December 31 2017 to $94,256 for the six months ended December 31,, 2018. The decrease was primarily due to FDEP reduction in activity as a result of the TCEQ permitting issues.

Operating Expenses for the three months ended December 31, 2018 decreased by 5% to $289,104 from $305,839 for the three months ended December 31, 2017 due primarily to decrease professional fees.

Other Income and Expenses – Other income and expense for the six months ended December 31, 2018 consisted of $129,454 of interest expense compared to other income and expense for the six months ended December 31, 2018 consisting of $109,247 of interest expense. Interest expense for the three months ending December 31, 2018 and December 31, 2017 was $64,730 and $54,789, respectively. The increase in interest expense was due the Company’s increase in debt.

Net Income (Loss)

Net loss for the six months ended December 31, 2018 was $587,480 compared to $458,449 for the six months ended December 31, 2017. The increase was primarily a result of the increase stock compensation to officers in the first quarter. Net Loss for the three months ended December 31, 2018 was $203,331 compared to $235,072 for the same period in 2017. The decrease in loss for the quarter was due to the decrease in cost of revenue and operating expenses discussed above.

Liquidity and Capital Resources

The Company has little cash reserves and liquidity to the extent we receive it from operations and through the sale of common stock.

The accompanying financial statements are presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of the date of this quarterly report, there is substantial doubt regarding the Company’s ability to continue as a going concern as we have not generated sufficient cash flows to fund our business operations and loan commitments. Our future success and viability, therefore, are dependent upon our ability to generate capital financing. The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon the Company and our shareholders.

The Company formed FDEP in order to vertically integrate its Petrozene™ product line, and utilize a specialized pyrolysis process in order to produce other byproducts of value that will generate revenue for FDEP. In turn, the ability of FDEP to process large quantities of OTR tires will allow the Company to reduce the cost of disposal of OTR tires by CTR. Additionally, the Company intends to raise equity or debt financing that will allow the Company to expand its current operations.

Net cash used in operations was $172,944 for the six months ended December 31, 2018 compared to net cash used by operations of $308,910 for the six months ended December 31, 2017. The decrease was a result in the decrease in the Company’s cash expenses detailed above. The cash used in operations was offset by $98,470 of cash contributions to FDEP by the non-controlling interest and a net proceeds from debt including related party debt of $131,956.

Employees

As of December 31, 2018, CTR had 14 full-time employees. Freestone has three employees.

Need for Additional Financing

The Company is uncertain of its ability to generate sufficient liquidity from its operations so the need for additional funding may be necessary. The Company may sell stock and/or issue additional debt to raise capital to accelerate its growth.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4: CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2018. This evaluation was accomplished under the supervision and with the participation of our chief executive officer/principal executive officer, and chief financial officer/principal financial officer who concluded that our disclosure controls and procedures are not effective.

Based upon an evaluation conducted for the period ended December 31, 2018, our Chief Executive and Chief Financial Officer as of December 31, 2018 and as of the date of this Report, has concluded that as of the end of the periods covered by this report, we have identified the following material weakness of our internal controls:

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Lack of sufficient accounting staff which results in a lack of segregation of duties necessary for a good system of internal control and financial statement presentation.

Changes in Internal Controls over Financial Reporting

We have not yet made any changes in our internal controls over financial reporting that occurred during the period covered by this report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

Items No. 1, 2, 3, 4, 5 - Not Applicable.

Item 6 - Exhibits and Reports on Form 8-K

(a)

The Company filed no Form 8-K during the period.

(b) Exhibits

Exhibit Number

31.1	Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with 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, thereunto duly authorized.

FREESTONE RESOURCES, INC.

By /s/ Michael McGhan

Michael McGhan, CEO

Date: February 19, 2019