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, 2004



FREESTONE RESOURCES, INC.

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, 2004:  $11,306



Shares of common stock outstanding at June 30, 2004:    11,306,260

























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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, 2004.













2

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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 2004



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, 2004 Compared to the Year Ended June 30, 2003



In the year ended June 2003, we had a loss of $16,652.  The only activity in the year ended June 30, 2003 and 2004 was the payment of basic liabilities as explained above.  In the year ended June 30, 2004 we had a loss of $18,757.













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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, 2003, June 30, 2004, 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, 2004, 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 have been no significant changes in our internal controls over financial reporting that occurred during our











4

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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

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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, 2004.





ITEM 11.

SECUIRTY OWNERSHIP OF MANANGEMENT AND BENEFICIAL OWNERS





As of June 30, 2004, 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           19.67%

2184 West 190th Street

Torrance California 90504



Jesse Cohen                          2,172,500            19.21%

2184 West 190th Street,

Torrance, California  90504





Future Holdings Corp.                 1,185,000            10.48%

133 Rolling Hills Road

Clifton, New Jersey  07103



James F. Carroll                        481,325             4.26%

2184 West 190th Street,

Torrance, California  90504





Alexis Quintana                         378,882             3.35%

2184 West 190thStreet

Torrance, California  90504













6

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Randall S. Waldman                       257,500            2.28%

2184 West 190th Street,

Torrance, California  90504







All directors and officers                      6,699,508               59.00%

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, 2004



Consolidated Statements of Expenses  For the Years Ended June 30, 2004 and 2003, And for the Period July 1, 2001 (Re-entering Development Stage) to June 30, 2004



Consolidated Statements of Cash Flows - For the Years Ended June 30, 2004 and 2003, And for the Period July 1, 2001 (Re-entering Development Stage) to June 30, 2004



Consolidated Statements of Stockholders Deficit  Period from July 1, 2001 (Re-entering the Development Stage) Through June 30, 2004



Notes to Consolidated Financial Statements





(b) Freestone filed the following Form 8-Ks in 2004.



None



(c)

Exhibits



31

Certification



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















7

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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, 2004 was $3,500 and $3,500 for the years ended June 30, 2004 and 2003, 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.

























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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



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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. (Freestone) as of June 30, 2004 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, 2004.  These consolidated financial statements are the responsibility of Freestone's management.  Our responsibility is to express an opinion on these consolidated 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 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, 2004 and the results of operations and cash flows for the two years ended June 30, 2004 and the period from July 1, 2001 (re-entering the development stage) through June 30, 2004, 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

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FREESTONE RESOURCES, INC.

(formerly iChargeit, Inc.)

(DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEET

June 30, 2004

















|                                                                                                      |  |                      
|----------------------------------------------------------------------------------------------------- |  | ---------------------
|ASSETS                                                                                                |  | $                   -
|                                                                                                      |  |                      
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                 |  |                      
|                                                                                                      |  |                      
|Current liabilities                                                                                   |  |                      
|Accounts payable                                                                                      |  | $
788,035            
|Accrued expenses                                                                                      |  | 223,966              
|Notes payable                                                                                         |  | 427,160              
|Total current liabilities                                                                             |  | 1,439,161            
|                                                                                                      |  |                      
|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, 11,306,260 shares issued and outstanding |  | 11,306               
|Additional paid in capital                                                                            |  | 13,068,307           
|Accumulated deficit                                                                                   |  | (14,477,565)         
|Accumulated deficit during development stage                                                          |  | (41,209)             
|Total stockholders deficit                                                                           |  | (1,439,161)          
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT                                                           |  | $
-                  



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











F-2

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FREESTONE RESOURCES, INC.

(formerly iChargeit, Inc.)

(DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF EXPENSES

Years Ended June 30, 2004 and 2003, and for the

Period from July 1, 2001 (Re-entering the Development Stage)

to June 30, 2004













|                                     | Year Ended
June 30,    |  | Year Ended
June 30,    |  | Re-entering the Development Stage to June 30, | 
|------------------------------------ | ---------------------- |  | ---------------------- |  | --------------------------------------------- | 
|                                     | 2004                   |  | 2003                   |  | 2004                                          | 
|                                     |                        |  |                        |  |                                               | 
|General and administrative expenses  | $               1,800  |  | $                1,800 |  | $
5,400                                       | 
|Interest expense                     | 16,957                 |  | 14,852                 |  | 35,809                                        | 
|Net loss                             | $
(18,757)             |  | $
(16,652)             |  | $
(41,209)                                    | 
|                                     |                        |  |                        |  |                                               | 
|                                     |                        |  |                        |  |                                               | 
|Basic and diluted loss per share     | $               (0.00) |  | $               (0.00) |  |                                               | 
|                                     |                        |  |                        |  |                                               | 
|Weighted average shares outstanding: |                        |  |                        |  |                                               | 
|Basic and diluted                    | 11,306,260             |  | 11,306,260             |  |                                               | 



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











F-3

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FREESTONE RESOURCES, INC.

(formerly iChargeit, Inc.)

(DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended June 30, 2004 and 2003, and for the

Period from July 1, 2001 (Re-entering the Development Stage)

to June 30, 2004











|                                                                            | Year Ended
June 30, |  | Year Ended
June 30, |  | Re-entering the Development Stage to June 30, | 
|--------------------------------------------------------------------------- | ------------------- |  | ------------------- |  | --------------------------------------------- | 
|                                                                            | 2004                |  | 2003                |  | 2004                                          | 
|                                                                            |                     |  |                     |  |                                               | 
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |                     |  |                     |  |                                               | 
|Net loss                                                                    | $
(18,757)          |  | $
(16,652)          |  | $
(41,209)                                    | 
|Adjustments to reconcile net loss to net cash used in operating activities: |                     |  |                     |  |                                               | 
|Change in accounts payable and accrued expenses                             | 18,757              |  | 16,652              |  | 41,209                                        | 
|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

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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, 2004











|                        | Common stock      |  | Additional
paid in capital | Accumulated deficit |                | Total           
|----------------------- | ----------------- |  | -------------------------- | ------------------- | -------------- | ----------------
|Prior operations        | Development stage
|                        | Shares            |  | Amount                     |                     |                |                 
|Balance, June 30, 2001  | 11,306,260        |  | $
11,306                   |                     | $
13,068,307   | $   (14,477,565)
|Net loss                | -                 |  | -                          |                     | -              | -               
|Balance,  June 30, 2002 | 11,306,260        |  | 11,306                     |                     | 13,068,307     | (14,477,565)    
|Net loss                | -                 |  | -                          |                     | -              | -               
|Balance,  June 30, 2003 | 11,306,260        |  | 11,306                     |                     | 13,068,307     | (14,477,565)    
|Net loss                | -                 |  | -                          |                     | -              | -               
|Balance,  June 30, 2004 | 11,306,260        |  | $
11,306                   |                     | $   13,068,307 | $   (14,477,565)





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











F-5

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FREESTONE RESOURCES, INC.

(formerly iChargeit, Inc.)

Notes To Consolidated Financial Statements

June 30, 2004



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.





F-6

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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, 2004.  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 two notes payable, both originating from the discontinued operations of Freestones subsidiary in 2001, of $316, 000 and $75,351.  No interest is charged on the $316,000 note. The $75,351 note is in default, accrues interest at 18% and is secured by all assets of Freestone except cash.  As of June 30, 2004, interest of $35,809 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, 2004 and 2003 and therefore had no tax liability. The cumulative net operating loss carry-forward is approximately $4,994,937 and will expire between 2004 and 2025.





Freestones net deferred tax amounts are as follows:



Deferred tax asset attributable to:

Net operating loss carryover

$  ( 1,698,279)

Less: Valuation allowance

1,698,279

Net deferred tax asset

$                  0





NOTE 5  SUBSEQUENT EVENTS



On August 22, 2006, Freestone was reincorporated in Nevada and changed its name from iChargeit, Inc. to Freestone Resources, Inc.













F-7