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 March 31, 2008





OR





[    ] 
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 small business issuer as specified in its charter)





Delaware                                                                                                           33-0880427


(State
or other jurisdiction of incorporation or
organization)                                         
(IRS Employer Identification No.)





11 Washington Street
Hawthorne, NJ 07506


(Address
of principal executive offices)





(973)
949-3200


(Issuer's
telephone number)





N/A


(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 |   | No
|X|





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]





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





As of
July 19, 2008 there were
50,025,260 shares of Common Stock of the issuer outstanding.





TABLE OF
CONTENTS





PART
      I FINANCIAL STATEMENTSItem
      1
            
            Financial
      Statements
            3Item
      2
            
            Management’s
      Discussion and Analysis or Plan of Operation
            10PART
      II OTHER INFORMATIONItem
      1
            
            Legal
      Proceedings
            12Item
      2
            
            Changes
      in Securities
            12Item
      3
            
            Default
      upon Senior Securities
            12Item
      4
            
            Submission
      of Matters to a Vote of Security Holders
            12Item
      5
            
            Other
      Information
            12Item
      6
            
            Exhibits
      and Reports on Form 8-K
            12











2


Freestone
Resources, Inc.


Consolidated
Balance Sheets


(Unaudited)











As
      of March 31, 2008
            
            
            As
      of June 30, 2007AssetsCurrent
      AssetsCash
            
            $
            46,280
            
            
            $
            -Accounts
      receivable
            
            
            17,856
            
            
            
            -Note
      receivable
            
            
            16,468
            
            
            
            16,468Total
      current assets
            
            
            80,604
            
            
            
            16,468Proved
      oil and gas properties, full cost accounting, net
            
            
            57,465
            
            
            
            -Equipment
      and other fixed assets, net
            
            
            259,141
            
            
            
            -Other
      assets - Petrozene contract, net
            
            
            1,000
            
            
            
            -Total
      Assets
            
            $
            398,210
            
            
            $
            16,468Liabilities
      and Shareholders’ Equity/(Deficit)Current
      liabilitiesAccounts
      payable
            
            $
            6,185
            
            
            $
            19,013Accounts
      payable – related party
            
            
            5,872
            
            
            
            5,872Current
      portion of long-term debt
            
            
            12,267Total
      current liabilities
            
            
            24,324
            
            
            
            24,885Long-term
      liabilitiesNote
      payable
            
            
            40,403
            
            
            
            -Total
      Liabilities
            
            
            64,727
            
            
            
            24,885Shareholders’
      Equity/(Deficit):Preferred
      stock, $.001 par value, 5,000,000 shares
              authorized,
      -0- shares issued and outstanding
            
            
            -
            
            
            
            -Common
      stock, $.001 par value, 100,000,000 shares
              authorized,
      50,025,260 and 19,260,260 shares issued
              and
      outstanding respectively
            
            
            50,025
            
            
            
            19,260Additional
      paid in capital
            
            
            13,967,265
            
            
            
            13,707,203Accumulated
      deficit
            
            
            (13,683,807
            )
            
            
            (13,734,880
            )Total
      shareholders’ equity/(deficit)
            
            
            333,483
            
            
            
            (8,417
            )Total
      Liabilities and Shareholders’ Equity/(Deficit)
            
            $
            398,210
            
            
            $
            16,468














See
accompanying notes to financial statements


3





Freestone
Resources, Inc.


Consolidated
Statements of Operations


(Unaudited)














Three
      Months Ended
            
            
            Nine
      Months EndedMarch
      31, 2008
            
            
            March
      31, 2007
            
            
            March
      31, 2008
            
            
            March
      31, 2007RevenuePetrozene
            
            $
            4,400
            
            
            $
            -
            
            
            $
            406,726
            
            
            
            -Oil
      & Gas
            
            
            44,417
            
            
            
            -
            
            
            
            83,686
            
            
            
            -Total
      Revenue
            
            
            48,817
            
            
            
            -
            
            
            
            490,412
            
            
            
            -Operating
      expenses:Cost
      of sales – Petrozene
            
            
            -
            
            
            
            -
            
            
            
            151,800
            
            
            
            -Lease
      operating costs
            
            
            18,598
            
            
            
            
            
            
            
            21,055Depreciation
      and depletion
            
            
            8,630
            
            
            
            -
            
            
            
            14,383
            
            
            
            -General
      and administrative
            
            
            82,999
            
            
            
            252,974
            
            
            
            251,488
            
            
            
            655,156Total
      operating expenses
            
            
            110,227
            
            
            
            (252,974
            )
            
            
            438,726
            
            
            
            655,156Net
      operating income/(loss)
            
            
            (61,410
            )
            
            
            (252,974
            )
            
            
            51,686
            
            
            
            (655,156
            )Other
      income (expense)Gain
      on debt forgiveness
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            165,388Interest
      expense
            
            
            (519
            )
            
            
            -
            
            
            
            (613
            )
            
            
            (11,694
            )Total
      other income (expense)
            
            
            (519
            )
            
            
            -
            
            
            
            (613
            )
            
            
            153,694Net
      Income/(Loss)
            
            $
            (61,929
            )
            
            $
            (252,974
            )
            
            $
            51,073
            
            
            $
            (501,472
            )Basic
      and diluted loss per share
            
            $
            (0.00
            )
            
            $
            (0.01
            )
            
            $
            (0.00
            )
            
            $
            (0.03
            )Weighted
      average shares outstanding:Basic
      and diluted
            
            
            39,740,012
            
            
            
            18,341,460
            
            
            
            36,389,824
            
            
            
            17,096,910








See
accompanying notes to financial statements


4


Freestones
      Resources, Inc.Consolidated
      Statement of Shareholders' Equity(unaudited)Common
            
            
            Paid-in
            
            
            RetainedShares
            
            
            Par
            
            
            Capital
            
            
            (Deficit)
            
            
            TotalsBalances:
      06/30/2007
            
            
            19,260,260
            
            
            $
            19,260
            
            
            $
            13,707,203
            
            
            $
            (13,734,880
            )
            
            $
            (8,417
            )Shares
      issued for Services
            
            
            540,000
            
            
            
            540
            
            
            
            107,460
            
            
            
            
            
            
            
            108,000Net
      income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (118,025
            )
            
            
            (118,025
            )Balances:
      09/30/2007
            
            
            19,800,260
            
            
            
            19,800
            
            
            
            13,814,663
            
            
            
            (13,852,905
            )
            
            
            (18,442
            )Shares
      issued for Services
            
            
            200,000
            
            
            
            200
            
            
            
            27,800
            
            
            
            
            
            
            
            28,000Shares
      issued for oil and gas assets
            
            
            30,000,000
            
            
            
            30,000
            
            
            
            119,577
            
            
            
            
            
            
            
            149,577Net
      income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            231,027
            
            
            
            231,027Balances:
      12/31/2007
            
            
            50,000,260
            
            
            
            50,000
            
            
            
            13,962,040
            
            
            
            (13,621,878
            )
            
            
            390,162Shares
      issued for Services
            
            
            25,000
            
            
            
            25
            
            
            
            5,225
            
            
            
            
            
            
            
            5,250Net
      income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (61,929
            )
            
            
            (61,929
            )Balances:
      03/31/2008
            
            
            50,025,260
            
            
            $
            50,025
            
            
            $
            13,967,265
            
            
            $
            (13,683,807
            )
            
            $
            333,483










5











Freestone
Resources, Inc.


Consolidated
Statement of Cash Flows


(Unaudited)

















Nine
      Months Ended March 31
            
            2008
            
            
            2007Cash
      flows from operating activities:Net
      income/(loss)
            
            $
            51,073
            
            
            $
            (501,472
            )Adjustments
      to reconcile net income (loss) to net cash used in operating
      activities:Depreciation
            
            
            14,383
            
            
            
            -Common
      stock issued for services
            
            
            141,250
            
            
            
            642,820Gain
      on debt forgiveness
            
            
            -
            
            
            
            (165,388
            )Change
      in accounts receivable
            
            
            (17,856
            )
            
            
            -Change
      in note receivable and prepaid expenses
            
            
            -
            
            
            
            253Change
      in accounts payable and accrued expenses
            
            
            (140,062
            )
            
            
            23,787Change
      in other assets
            
            
            (1,000
            )
            
            
            -Net
      cash provided by operating activities
            
            
            47,788
            
            
            
            -Cash
      flows from financing activities:Payments
      on notes payable
            
            
            (1,508
            )
            
            
            -Net
      cash used in financing activities
            
            
            (1,508
            )
            
            
            -Net
      increase in cash and cash equivalent
            
            
            46,280Cash
      and cash equivalent at beginning of period
            
            
            -
            
            
            
            -Cash
      and cash equivalent at end of period
            
            $
            46,280
            
            
            $
            -Supplemental
      cash flow information:Cash
      paid for interest
            
            $
            612
            
            
            $
            -Cash
      paid for income taxes
            
            
            -
            
            
            
            -Non-cash
      investing activitiesAcquisition
      of oil and gas interests and fixed assets for stock
            
            $
            330,989
            
            
            $
            -Assumption
      of accounts payable and note payable
            
            
            181,412
            
            
            
            -





See
accompanying notes to financial statements


6





Freestones
Resources, Inc.


Notes
to Consolidated Financial Statements


(Unaudited)





Note
1 – Basis of Presentation





The
accompanying unaudited interim consolidated financial statements of Freestone
Resources, Inc. (“Freestone”) 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. The results of operations for the three
and nine months ended March 31, 2008 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, 2007 Form
10-KSB.  Notes to the consolidated financial statements which
substantially duplicate the disclosure contained in the audited financial
statements for fiscal 2007 as reported in the Form 10-KSB have been
omitted.





Critical
Accounting Policies





Oil and Gas Properties -
Freestone uses the full cost method of accounting for oil and gas
properties.  Management believes adoption of the full cost method more
accurately reflects management's exploration objectives and results by including
all costs incurred as integral for the acquisition, discovery and development of
whatever reserves ultimately result from our efforts as a
whole.  Under the full cost method of accounting, all costs associated
with acquisition, exploration and development of oil and gas reserves, including
directly related overhead costs, are capitalized.  Such costs include
lease acquisitions, seismic surveys, drilling and completion equipment,
estimated future development costs and, where significant, dismantlement,
restoration and abandonment costs, net of estimated salvage values. All
capitalized costs of oil and gas properties are amortized on the
unit-of-production method using estimates of proved reserves.





Investments
in unproved properties and major development projects are not amortized until
proved reserves associated with the projects can be determined or until
impairment occurs.  Unproved or unevaluated properties are evaluated
periodically for impairment on a property-by-property basis.  If the
results of an assessment indicate that the properties are impaired, the amount
of impairment is added to the proved oil and natural gas property costs to be
amortized.





The
capitalized costs are subject to a "full cost ceiling test," which generally
limits such costs to the aggregate of the "estimated present value," discounted
at a 10 percent (10%) interest rate, of future net revenues from proved
reserves, based on current economic and operating conditions, plus the lower of
cost or fair market value of unproved properties.  If net capitalized
costs exceed this limit, the excess is charged to operations through
depreciation, depletion and amortization.  Sales of proved and
unproved properties are accounted for as adjustments of capitalized costs with
no gain or loss recognized, unless such adjustments would significantly alter
the relationship between capitalized costs and proved reserves of oil and gas,
in which case the gain or loss is recognized in income.





Freestone
      proportionally consolidates its interests in
      oil and natural gas properties.





Earnings per share - Basic
earnings (loss) per share are computed by dividing net income (loss) by the
weighted average number of common shares outstanding for the
period.  Diluted earnings (loss) per share include the effects of any
outstanding options, warrants and other potentially dilutive
securities.  For the periods presented, there were no potentially
dilutive securities outstanding.











7






Note
2 – Going Concern





As
reflected in the accompanying consolidated financial statements, Freestone
incurred operating losses, and has a negative working capital position as of
March 31, 2008.  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 – Common Stock





During
the three months ended September 30, 2007, Freestone issued 540,000 shares of
common stock valued at $108,000 to consultants for services.





During
the three months ended December 31, 2007 Freestone issued 30,000,000 shares for
a building, certain oil and gas assets, the assumption of certain liabilities
related to those assets and assignment of a Petrozene supply contract, and
200,000 shares of common stock valued at $28,000 to consultants for
services.





During
the three months ended March 31, 2008 Freestone issued the following common
stock:


25,000
shares of common stock valued at $5,250 consultants for services.





Note
4 – Change in Control





On
November 1, 2007, the Company agreed to issue 30,000,000 shares of common stock
in exchange for a building, certain oil and gas assets, the assumption of
certain liabilities related to those assets and assignment of a contract for
Petrozene.  Petrozene is a chemical which dissolves parafins and
asphaltines in oil wells, oil tanks, and other oil structures and therefore is
used as an aid to increase production of oil and gas properties.  The
transaction resulted in a change of control of the Company.  As a
result of the change in control, the Company’s utilization of net operating
losses generated prior to the change in control to reduce future income taxes
payable may be limited under IRC Section 382.





In
conjunction with the issuance of the 30,000,000 shares disclosed above, the
following persons became officers and directors of the Registrant. They are as
follows:





Lloyd
Lane                                           President
and Director


James
Carroll                                        Vice
President and Director


Tom
Bonner                                          Secretary
and Director


Mike
Doran                                           Vice
President and Director


Clayton
Carter                                      Vice
President and Director








Note
5 – Accounts Payable – Related Party





On
November 1, 2007, the Company assumed certain debt in conjunction with the
issuance of the 30,000,000 shares of common stock including a note for $50,000
to a relative of the President and $8,000 due to officers. These debts were
for funds paid for the recompletion/workover of the wells which was expended
prior to the November 1, 2007 transaction. These debts were paid in the quarter
ended March 31, 2008.






8







Note
6 – Note Payable





On
November 1, 2007, the Company assumed certain debt in conjunction with the
issuance of the 30,000,000 shares of common stock including a mortgage note for
approximately $54,000 secured by the building the Company received as part of
the same transaction. The building had a cost basis of $62,500. The note is
payable in monthly installments of $754, interest rate of 7.75%, due May 2011.
As of March 31, 2008, the balance of the mortgage note is approx.
$52,670.





Note
7 – Subsequent Events





On March
31, 2008, James Carroll resigned as CEO of the Corporation and Lloyd Lane was
appointed CEO. Mr. Carroll remained as CFO.


9





Item
2.  Management’s
Discussion and Analysis of Financial Condition and Results of
Operations





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. was involved in the operation of an internet computer supply
business until its operations were discontinued in 2001. It has had no business
until November of 2007 when it entered the oil and gas business when it
purchased certain oil and gas properties, related fixed assets and a Petrozene
contract which gives the Company the right to purchase Petrozene. The Company
was incorporated as Para-Link, Inc. in the State of Texas on January 22, 1997
and on March 10, 1999, Para-Link acquired 100% of the outstanding capital stock
of iChargeit Inc. ("iChargeit"). iChargeit was incorporated on January 6, 1999
in the State of Nevada. On March 17, 1999, the Company changed its name to
iChargeit. On November 5, 1999 the Company was reincorporated in Delaware. On
August 22, 2007, the Company was reincorporated in Nevada and changed its name
to Freestone Resources, Inc. in anticipation of going into the oil and gas
business.





Petrozene




The
current management of Freestone Resources Inc. has been engaged in extensive
laboratory and oil field testing of Petrozene for the past two
years.  Most tests of Petrozene has involved treatment for paraffin
and asphaltine elimination within oil tank bottoms, oil flow lines, oil
production tubing, well bore and oil formation strata.  During the
testing and use of Petrozene we have found additional characteristics of
Petrozene that have marketable possibilities.  Petrozene inhibits
corrosion, removes scale, dissolves iron sulfide and decreases the viscosity of
oil.  Management believes the oil field studies and laboratory test
results indicate that Petrozene has tremendous financial potential.




Our
representatives have completed the down-hole treatment of approximately 20
shallow oil wells in the South Texas oil fields.  The wells in these
two leases averaged .25 to .5 BOPD before treatment.  Two weeks
post-treatment, these wells now average 3.5 BOPD per well.  Other
independent South Texas wells, which exhibit the same type of asphaltine
restrictions, have had similar productivity results after treatment with
Petrozene.




Viscosity
is an important factor in oil production.  The simple explanation is
that it is more difficult to flow thick, high viscosity
oil.  Historically, heavy oil reserves, which abound in North America,
have been bypassed for lighter oils due to the viscosity problems associated
with production and refining.  Even if heavy crude oil was capable of
being produced from the well, the oil was often unable to travel by pipeline to
refineries due to the thickness, or could only be transported or produced during
the summer months when the viscosity was lowered by radiant
heat.  Methods used in the past to decrease the viscosity of the oil
in the pipelines have included pipeline heaters or adding low viscosity
condensate at high concentrations (up to 25%) in order to thin the
oil.  Some chemical treatments have also been tried, but to our
knowledge, none have been economically proven.  We are negotiating
with a large oil and gas service company that is considering using Petrozene in
the piping of its existing crude oil pipelines.




Freestone
Resources sent a sample of heavy oil from South Texas lease to FESCO Inc.
(www.fescoinc.com) in Alice, Texas along with a random sample of Petrozene from
our warehouse for testing. We are very pleased with the results of these initial
tests and we are currently testing Petrozene with less viscous oils from various
geographic locations to validate tests performed by a client that show that
Petrozene will decrease a lower viscosity oils (1000 - 4000 cst) at a greater
percent change using lower concentrations of Petrozene at even colder
temperatures.  This will reduces the costs of producing heavier crude
oil in colder climates.








10




Results
of Operations





Three
months and Nine months Ended March 31, 2008 Compared to Three  and
Nine Months Ended March 31, 2007





Revenue - Our revenue for the
three and nine months ended March 31, 2008 was $48,817 and $490,412
respectively  compared to $0 revenue for the same two periods in 2007.
Revenue increased in the third quarter due to increased in oil and gas sales
from wells acquired on November 1, 2007.





Operating Expense - Cost of
Petrozene sales was negligible for the three months ended March 31,
2008.  Cost of Petrozen sales for the nine months ended March 31, 2008
was $151,800, compared to $0 for the same period of 2007.  There were
no Petrozene sales in 2007.  Lease operating expense for the three and
nine months ended March 31, 2008 was $18,598 and $21,055 respectively, compared
to $0 for the same two periods in 2007. Lease operating expense increased due to
cost associated with wells acquired on November 1, 2007.





Operating Expense - Total
operating expenses for the three and nine months ended March 31, 2008 were
$8,630 of depreciation and depletion expense and $82,999 and $251,488 of general
and administrative expenses respectively, compared to $0 and
$0  deprecation and depletion expense and $252,974 and $655,156 of
general and administrative expenses for the same two periods in 2007. For the
nine months ended March 31, 2008, our operating expenses are $14,383
depreciation and depletion expense and $251,488 general and administrative
expenses, compared to $0 depreciation and depletion expense and$655,166 general
and administrative expenses for the same period in 2007.





Net Income (Loss) - Net loss
for the three months ended March 31, 2008 was $61,929 compared to a net loss of
$252,974 for the same period in 2007. Net income for the nine months ended March
31, 2008 was $51,073 compared to a net loss of $501,472 for the same period in
2007.





Liquidity
and Capital Resources





We have
little cash reserves and liquidity to the extent we receive it from
operations.





During
the three months ended March 31, 2008, our cash and cash equivalent increased by
$46,280 from $0 at June 30, 2007.





Net cash
provided by operating activities was $47,788 for the three months ended March
31, 2008 compared to $0 provided by operating activities for the same period in
2007.





Employees





As of
March 31, 2008, Freestone Resources only employees are officers of the
company.





Need
for Additional Financing








No
commitments to provide additional funds have been made by management or other
stockholders.  Our independent auditors included a going concern
qualification in their report included in our annual report on Form
10-KSB for the year ended June 30, 2007, which raises substantial doubt
about our ability to continue as a going concern.





Further,
there exist no agreements or understandings with regard to loan agreements by or
with the Officers, Directors, principals, affiliates or shareholders of the
Company.








11





ITEM 3.  Controls and
Procedures





Evaluation
of Disclosure Controls and Procedures





Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Securities Exchange Act of 1934, as
amended (the "Act") is accumulated and communicated to the issuer's management,
including its principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely decisions regarding
required disclosure. It should be noted that the design of any system of
controls is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions, regardless of
how remote.  As of the end of the period covered by this Annual Report, we
carried out an evaluation, under the supervision and with the participation of
our President, also serving as our Chief Financial Officer, of the effectiveness
of the design and operation of our disclosure controls and procedures. 
Based on this evaluation, our President has concluded that the Company’s
disclosure controls and procedures are not effective because of the
identification of a material weakness in our internal control over financial
reporting which is identified below, which we view as an integral part of our
disclosure controls and procedures.





The
material weakness relates to the lack of segregation of duties in financial
reporting, as our financial reporting and all accounting functions are performed
by an external consultant with no oversight by a professional with accounting
expertise.  Our President does not possess accounting expertise and our
company does not have an audit committee.  This weakness is due to the
company’s lack of working capital to hire additional staff.  To remedy this
material weakness, we intend to engage another accountant to assist with
financial reporting as soon as our finances will allow.







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 – Other Information





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








Item No.
6 - Exhibits and Reports on Form 8-K





(a) We
filed a Form 8-K on June 4, 2008 to report the Change in Control of the
Company.





(b)   Exhibits





Exhibit
Number                                                      Name
of Exhibit





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/ Lloyd
Lane





Lloyd
Lane, President, CEO





Date:
June 30, 2008





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