U.S. SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q/A








(Mark One)





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





For the quarterly period ended September 30, 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)





Nevada                                                                      33-0880427


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





Republic Center, Suite 1350, 325 N. St. Paul Street Dallas, TX 75201


(Address of principal executive offices)





(214) 880-4870


(Issuer's telephone number)





2000 E. Lamar Blvd. Ste. 600 Arlington, TX 76006


(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 |   | No | X |





As of May 11, 2008 there were 35,115,260 shares of Common Stock of the issuer outstanding.














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EXPLANATORY NOTE








This Amendment on Form 10-Q/A (this “Amendment”) amends the Registrant’s Quarterly Report on Form 10-Q/A  for the fiscal quarter ended September 30, 2008, which the Registrant previously filed with the Securities and Exchange Commission on May 12, 2009 (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 a shell company.  Except as set forth above, the Original Filing has not been amended, updated or otherwise modified.  Other events occurring after the filing of the Form 10-Q or other disclosures necessary to reflect subsequent events have been addressed in our reports filed with the Securities and Exchange
Commission subsequent to the filing of the Form 10-Q.


























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:
Nov 10, 2009

By:
/s/ Clayton CarterClayton CarterChief Executive Officer, DirectorDate:
Nov 10, 2009

By:
/s/ James CarrollJames CarrollChief Financial Officer, Director








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