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.







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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.



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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       |  |      | $
|Accounts receivable, net of allowance of  $0 and $0                                     |  |      | 2,153        |  |      |  
|Total current assets                                                                    |  |      | 95,168       |  |      |  
|                                                                                        |  |      |              |  |      |  
|Oil and gas properties used for research and development                                |  |      | 26,000       |  |      |  
|Equipment and other fixed assets, net of accumulated depreciation of $15,032 and $3,786 |  |      | 52,520       |  |      |  
|Total fixed assets, net                                                                 |  |      | 78,520       |  |      |  
|                                                                                        |  |      |              |  |      |  
|Other assets                                                                            |  |      | 3,087        |  |      |  
|                                                                                        |  |      |              |  |      |  
|TOTAL ASSETS                                                                            |  | $    | 176,775      |  |      | $
|                                                                                        |  |      |              |  |      |  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                          |  |      |              |  |      |  
|                                                                                        |  |      |              |  |      |  
|Current liabilities:                                                                    |  |      |              |  |      |  
|Accounts payable                                                                        |  | $    | 23,047       |  |      | $
|Accounts payable, related party                                                         |  |      | 0            |  |      |  
|Accrued expenses                                                                        |  |      | 8,237        |  |      |  
|Note payable, related party                                                             |  |      | 21,461       |  |      |  
|Stock to be issued                                                                      |  |      | 0            |  |      |  
|Total current liabilities                                                               |  |      | 52,745       |  |      |  
|                                                                                        |  |      |              |  |      |  
|Long term liabilities:                                                                  |  |      |              |  |      |  
|Asset retirement obligations                                                            |  |      | 24,917       |  |      |  
|Total long term liabilities                                                             |  |      | 24,917       |  |      |  
|TOTAL LIABILITIES                                                                       |  |      | 77,662       |  |      |  
|                                                                                        |  |      |              |  |      |  
|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       |  |      |  
|Additional paid in capital                                                              |  |      | 16,538,716   |  |      |  
|Accumulated deficit                                                                     |  |      | (16,492,116) |  |      |  
|Total stockholders' equity (deficit)                                                    |  |      | 99,113       |  |      |  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                    |  | $    | 176,775      |  |      | $





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







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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
|      |                 |  |     |                                  







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