fri8k6909.htm
Securities
and Exchange Commission
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act
April 17,
2009
Date of
Report
(Date of
earliest event reported)
(Exact
name of registrant as specified in its charter)
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Nevada
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000-28753
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33-0880427
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(I.R.S.
Employer Identification No.)
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Republic
Center, Suite 1350 325 N. St. Paul St. Dallas, TX 75201
(Address
of Principal Executive Offices)
214-880-4870
(Issuer
Telephone number)
Check the
appropriate box below if
the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2
below):
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
On April
17, 2009 the Company entered into an agreement with Lloyd Lane, Tom Bonner, Mike
Doran, Jimmy Carter, Clayton Carter and Capital Financial Consultants to
liquidate their investments in Freestone. Each surrendered his
Freestone common stock issued to him (an aggregate of 27,865,000
shares). The aforesaid stock was originally issued upon forming
Freestone in exchange for a building, certain oil and gas assets, the assumption
of certain liabilities related to those assets and assignment of a Petrozene
supply contract. The oil and gas assets and the Petrozene contract
will remain in the Company.
Item
3.03. Unregistered Sale of Equity Securities.
On April
21, 2009 the Company issued 2,000,000 restricted shares of common stock to Dona
Doran in payment of a $50,000 loan.
On April
22, 2009 the Company issued 3,000,000 restricted shares of common stock to Mike
Doran, 3,000,000 restricted shares of common stock to Clayton Carter, 1,500,000
restricted shares of common stock to Don Edwards, and 1,250,000 restricted
shares of common stock to consultants as compensation for past services rendered
in lieu of salary.
In
connection with each of these transactions, the persons acquiring the shares
agreed to hold the shares for investment and not further distribution. In each
case, the certificates representing the shares carry a legend that the shares
may not be transferred without compliance with the registration requirements of
the Securities Act of 1933 or in reliance upon an exemption therefrom. For
each of these transactions, the Company relied upon Section 4(2) of the
Securities Act of 1933 as an exemption from the registration requirements of the
Act.
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Exhibit
No.
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Description
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| 10. |
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Agreement
for Cancellation of Shares dated April 17, 2009. |
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Pursuant
to 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 hereunto
duly authorized.
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FREESTONE
RESOURCES, INC.
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June
8, 2008
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By:
/s/ Mike
Doran
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Mike
Doran
Chief
Executive Officer
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