United States Securities and Exchange
Commission
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act
June 24, 2015
Date of Report (Date of earliest event
reported)
Freestone Resources, Inc.
(Exact name of registrant as specified
in its charter)
Nevada |
000-28753 |
90-0514308 |
(State or other jurisdiction of incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
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))
EXPLANATORY NOTE
As previously reported under Item 2.01 of the Current Report on
Form 8-K of Freestone Resources, Inc. (the “Company”), filed on June 29, 2015 (the “Original 8-K”), completed
the acquisition of all the outstanding shares of C.C. Crawford Retreading Company, Inc. (“CTR”) on June 24, 2015.
This Current Report Form 8-K/A amends the Original 8-K in order
to file the financial information required by items 9.01 of Form 8-K.
Forward-Looking Statements
This Current Report 8-K/A contains certain
forward-looking statements, and for this purpose, any statements contained in this Current Report 8-K/A that are not statements
of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,”
“will,” “expect,” “believe,” “anticipate,” “estimate” or “continue”
or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial
risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within
our control. These factors include, but are not limited to, economic conditions generally in the United States and internationally,
and in the markets in which we have and may participate in the future, competition within our chosen industries, the state of our
technology and technological advances and plans and our failure to successfully develop, compete in and finance our current and
intended business operations.
Item 9.01 Financial Statements and Exhibits
99.3 |
The historical audited financial statements
of CTR at June 30, 2014 and June 30, 2015.
|
99.4 |
The Unaudited Pro Forma Condensed Consolidated
Financial Statements.
|
SIGNATURE
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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September 8, 2015 |
By: |
/s/ Clayton Carter |
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Clayton Carter
Chief Executive Officer |
|
Exhibit 99.3
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholder
of
C.C. Crawford Retreading Company, Inc.
Ennis, Texas
We have audited the accompanying balance sheets
of C.C. Crawford Retreading Company, Inc. (the "Company") as of June 30, 2014 and 2015 and the related statements of
operations, changes in stockholder’s equity and cash flows for each of the years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express an opinion on these 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
an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is
not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes 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 financial statements referred
to above present fairly, in all material respects, the financial position of C.C. Crawford Retreading Company as of June 30, 2014
and 2015 and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have
been prepared assuming that C.C. Crawford Retreading Company, Inc. will continue as a going concern. As discussed in Note 9 to
the financial statements, C.C. Crawford Retreading Company, Inc. has negative working capital and an accumulated deficit, which
raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also
are described in Note 9. The financial statements do not include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of
this uncertainty.
/s/ MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
September 8, 2015
C.C. Crawford Retreading Co., Inc. |
Balance Sheets |
As of June 30, 2015 and 2014 |
| |
|
| |
June 30, |
| |
2015 | |
2014 |
ASSETS | |
| |
|
| |
| |
|
Current Assets | |
| | | |
| | |
Cash | |
$ | 18,225 | | |
$ | 30,465 | |
Accounts receivable | |
| 97,908 | | |
| 123,889 | |
Inventory | |
| 24,576 | | |
| 26,544 | |
Prepaid and Other Assets | |
| 49,000 | | |
| 48,473 | |
Total Current Assets | |
| 189,709 | | |
| 229,371 | |
| |
| | | |
| | |
Property, plant and equipment, net of accumulated depreciation of | |
| | | |
| | |
$787,754 and $727,102 | |
| 592,268 | | |
| 652,920 | |
| |
| | | |
| | |
TOTAL ASSETS | |
$ | 781,977 | | |
$ | 882,291 | |
| |
| | | |
| | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDER'S EQUITY | |
| | | |
| | |
| |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts payable and accrued liabilities | |
$ | 103,379 | | |
$ | 75,579 | |
Accrued bonus payable | |
| 209,964 | | |
| 264,964 | |
Environmental liability | |
| 320,000 | | |
| 320,000 | |
Current portion of long term debt | |
| 56,051 | | |
| 52,577 | |
Total Current Liabilities | |
| 689,394 | | |
| 713,120 | |
| |
| | | |
| | |
Long term debt, less current portion | |
| 84,913 | | |
| 140,964 | |
| |
| | | |
| | |
TOTAL LIABILITIES | |
| 774,307 | | |
| 854,084 | |
| |
| | | |
| | |
STOCKHOLDERS' EQUITY | |
| | | |
| | |
Common stock, $10 par value, 100,000 and 100,000 shares | |
| | | |
| | |
authorized and outstanding | |
| 1,000,000 | | |
| 1,000,000 | |
Additional paid in capital | |
| (557,816 | ) | |
| (557,816 | ) |
Accumulated deficit | |
| (434,514 | ) | |
| (413,977 | ) |
| |
| 7,670 | | |
| 28,207 | |
| |
| | | |
| | |
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | |
$ | 781,977 | | |
$ | 882,291 | |
| |
| | | |
| | |
| |
| | | |
| | |
| |
| | | |
| | |
The Accompanying Notes Are An Integral Part of These Financial Statements |
C.C. Crawford Retreading Co., Inc. |
Statements of Operations |
Years Ended June 30, 2015 and 2014 |
| |
| |
|
| |
2015 | |
2014 |
| |
| |
|
REVENUE | |
| | | |
| | |
Tipping Fee Revenue | |
$ | 463,537 | | |
$ | 358,946 | |
Tire Repair Revenue | |
| 432,039 | | |
| 377,459 | |
Used Tire Sales | |
| 161,445 | | |
| 415,395 | |
Scrap Material Sales | |
| 57,999 | | |
| 80,880 | |
Total Revenue | |
| 1,115,020 | | |
| 1,232,680 | |
| |
| | | |
| | |
COSTS OF REVENUE | |
| | | |
| | |
Tipping Fee Operations | |
| 255,345 | | |
| 278,786 | |
Tire Repair and Sales | |
| 163,011 | | |
| 207,924 | |
Tire Disposal | |
| 161,721 | | |
| 146,167 | |
Total Cost of Revenue | |
| 580,077 | | |
| 632,877 | |
| |
| | | |
| | |
GROSS PROFIT | |
| 534,943 | | |
| 599,803 | |
| |
| | | |
| | |
OPERATING EXPENSES | |
| | | |
| | |
Selling | |
| 154,842 | | |
| 141,825 | |
General and Administrative | |
| 329,456 | | |
| 345,375 | |
Depreciation and Amortization | |
| 60,652 | | |
| 74,099 | |
Total Operating Expense | |
| 544,950 | | |
| 561,299 | |
| |
| | | |
| | |
INCOME (LOSS) FROM OPERATIONS | |
| (10,007 | ) | |
| 38,504 | |
| |
| | | |
| | |
OTHER EXPENSES | |
| | | |
| | |
Interest Expense, net | |
| (10,530 | ) | |
| (13,474 | ) |
| |
| (10,530 | ) | |
| (13,474 | ) |
| |
| | | |
| | |
INCOME (LOSS) BEFORE TAXES | |
| (20,537 | ) | |
| 25,030 | |
| |
| | | |
| | |
PROVISION FOR INCOME TAXES | |
| — | | |
| — | |
| |
| | | |
| | |
NET INCOME(LOSS) | |
$ | (20,537 | ) | |
$ | 25,030 | |
| |
| | | |
| | |
| |
| | | |
| | |
The Accompanying Notes Are An Integral Part of These Financial Statements |
C.C.
CRAWFORD TIRE RETREADING CO., INC. |
Statement
of Changes in Stockholder's Equity |
Years
Ended June 30, 2015 and 2014 |
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Common
Stock |
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Paid-In |
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Accumulated |
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Shares |
|
Amount |
|
Capital |
|
Deficit |
|
Totals |
|
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Balance, June 30, 2013 |
|
100,000 |
$ |
1,000,000 |
$ |
(557,816) |
$ |
(439,007) |
$ |
3,177 |
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Net Income |
|
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|
|
|
25,030 |
|
25,030 |
|
|
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|
|
|
|
|
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|
Balance, June 30, 2014 |
|
100,000 |
|
1,000,000 |
|
(557,816) |
|
(413,977) |
|
28,207 |
|
|
|
|
|
|
|
|
|
|
|
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Net Loss |
|
|
|
|
|
|
|
|
(20,537) |
|
(20,537) |
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|
|
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|
|
|
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Balance, June 30, 2015 |
|
100,000 |
$ |
1,000,000 |
$ |
(557,816) |
$ |
(434,514) |
$ |
7,670 |
|
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|
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The
Accompanying Notes Are An Integral Part of These Financial Statements |
C.C. Crawford Retreading Co., Inc. |
Statements of Cash Flow |
Years Ended June 30, 2015 and 2014 |
| |
| |
|
| |
2015 | |
2014 |
| |
| |
|
CASH FLOW FROM OPERATING ACTIVITIES | |
| | | |
| | |
Net Income (Loss) | |
$ | (20,537 | ) | |
$ | 25,030 | |
Adjustments to reconcile net income (loss) to net cash provided | |
| | | |
| | |
by operating activities: | |
| | | |
| | |
Depreciation | |
| 60,652 | | |
| 74,099 | |
Loss on Disposal of Assets | |
| — | | |
| 510 | |
Changes in operating assets and liabilities | |
| | | |
| | |
Decrease in Accounts Receivable | |
| 25,981 | | |
| 3,086 | |
Decrease in Inventory | |
| 1,968 | | |
| 18,807 | |
Increase in Prepaid Expenses | |
| (527 | ) | |
| (19,342 | ) |
Increase (Decrease) in Accounts Payable and Accrued Liabilities | |
| 27,800 | | |
| (14,186 | ) |
Decrease in Accrued Bonus Payable | |
| (55,000 | ) | |
| (5,000 | ) |
Net Cash Provided by Operating Activities | |
| 40,337 | | |
| 83,004 | |
| |
| | | |
| | |
CASH FLOW FROM INVESTING ACTIVITIES | |
| | | |
| | |
Purchase of Fixed Assets | |
| — | | |
| (19,339 | ) |
Net Cash Used in Investing Activities | |
| — | | |
| (19,339 | ) |
| |
| | | |
| | |
CASH FLOW FROM FINANCING ACTIVITIES | |
| | | |
| | |
Repayment of Debt | |
| (52,577 | ) | |
| (55,577 | ) |
Net Cash Used In Financing Activities | |
| (52,577 | ) | |
| (55,577 | ) |
| |
| | | |
| | |
Net Decrease in Cash | |
| (12,240 | ) | |
| 8,088 | |
| |
| | | |
| | |
Cash at Beginning of the Year | |
| 30,465 | | |
| 22,377 | |
| |
| | | |
| | |
Cash at the End of the Year | |
$ | 18,225 | | |
$ | 30,465 | |
| |
| | | |
| | |
Cash Transactions | |
| | | |
| | |
Total Amount of Interest Paid in Cash | |
$ | 10,802 | | |
$ | 14,546 | |
| |
| | | |
| | |
Total Income Taxes Paid in Cash | |
$ | — | | |
$ | — | |
| |
| | | |
| | |
Non Cash financing and Investing Activities | |
| | | |
| | |
Note Payabe for Purchase of Vehicle | |
$ | — | | |
$ | 15,114 | |
| |
| | | |
| | |
Trade in of Vehecle and Note Payoff | |
$ | — | | |
$ | 5,942 | |
| |
| | | |
| | |
| |
| | | |
| | |
The Accompanying Notes Are An Integral Part of These Financial Statements |
C.C. Crawford Retreading Company, Inc.
Notes to Financial Statements
June 30, 2015 and 2014
NOTE 1 – NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING
POLICIES
C.C. Crawford Retreading Company, Inc. (“CTR”
or the “Company”) is an Off-The-Road (“OTR”) tire company located in Ennis, Texas and incorporated under
the laws of the State of Texas. CTR’s primary business is to repair, recycle, dispose of and sell OTR tires, which are used
on large, industrial equipment.
Basis of Presentation:
The accompanying financial statements are prepared
in accordance with accounting principles generally accepted in the United States of America. The application of accounting
principles requires the estimating, matching and timing of revenue and expense. It is also necessary for management
to determine, measure and allocate resources and obligations within the financial process according to those principles. The
accounting policies used have been consistently applied in the preparation of these financial statements. The Company was sold
to Freestone Resources, Inc. (“Freestone”) as of June 24, 2015. The statements are prepared as of June 30, 2015. The
statements do not reflect any adjustments due to the acquisition based on management’s decision that any adjustments would
be immaterial.
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.
Recently Issued Accounting Pronouncements:
The Company does not expect the adoption of
recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial
position or cash flows.
Income Taxes:
The Company has adopted ASC 740-10, which
requires the use of the liability method in the computation of income tax expense and the current and deferred income taxes payable. A
valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be
realized.
Cash:
Cash and cash equivalents include cash
in banks with original maturities of three months or less. CTR maintains deposits in a financial institution which provides Federal
Deposit Insurance Corporation coverage for interest bearing and non-interest bearing transaction accounts of up to $250,000. At
June 30, 2015, none of the Company’s cash was in excess of federally insured limits.
Revenue Recognition:
CTR recognizes revenue from the sale
of products in accordance with ASC 605. Revenue will be recognized only when all of the following criteria have been
met:
|
* Persuasive evidence of an arrangement exists; |
|
* Ownership and all risks of loss have been transferred to buyer, which is generally upon delivery |
|
* The price is fixed and determinable; and |
|
* Collectability is reasonably assured. |
The three main sources of revenue are
recognized as follows:
| · | Revenues associated with tire disposals
are recognized upon receipt of the tire by CTR. |
| · | Revenues associated with tire repairs are
invoiced and recognized upon completion of repair and receipt of the tire by the customer. |
| · | Revenue associated with used tires and scrap
sales are recognized upon delivery of the product to the customer. |
Accounts Receivable:
Accounts Receivable consists of accrued OTR
tire repair, disposal, recycling and used tire sales receivables due from customers and are unsecured. The receivables are generally
unsecured and such amounts are generally due within 30 to 45 days after the date of the invoice. Accounts Receivable
are carried at their face amount, less an allowance for doubtful accounts. CTR’s policy is generally not to charge
interest on receivables after the invoice becomes past due. A receivable is considered past due if payments have not
been received within agreed upon invoice terms. Write offs are recorded at a time when a customer receivable is
deemed uncollectible. CTR had no bad debt accruals at June 30, 2015 and 2014.
Inventory:
Inventory is carried at lower of cost or market.
The Company’s inventory consists of processed rubber from disposed tires carried at cost of processing and used tires for
resale carried at the cost of repairs. As of June 30, 2015 and June 30, 2014 inventory consisted of:
| |
2015 | |
2014 |
Crum Rubber for Processing | |
$ | 10,246 | | |
$ | 10,121 | |
Used Tire for Resale | |
| 14,330 | | |
| 16,423 | |
| |
$ | 24,576 | | |
$ | 26,544 | |
Property, Plant and Equipment:
Property, Plant and Equipment is carried at
the cost of acquisition or construction and depreciated over the estimated useful lives of the assets. Costs associated with repair
and maintenance are expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve
the efficiency of our property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains
and losses on dispositions of equipment are in operating income. Depreciation and amortization are provided using the straight-line
and accelerated methods over the estimated useful lives of the assets as follows:
Buildings and Improvements 10 - 39 Years
Machinery and Equipment 7 Years
Automotive Equipment 5-7 Years
Impairment of Long-Lived Assets:
CTR evaluates, on a periodic basis, long-lived
assets to be held and used for impairment in accordance with the reporting requirements of ASC 360-10. The evaluation is based
on certain impairment indicators, such as the nature of the assets, the future economic benefit of the assets, any historical or
future profitability measurements, as well as other external market conditions or factors that may be present. If these impairment
indicators are present or other factors exist that indicate that the carrying amount of the asset may not be recoverable, then
an estimate of the undiscounted value of expected future operating cash flows is used to determine whether the asset is recoverable
and the amount of any impairment is measured as the difference between the carrying amount of the asset and its estimated fair
value. The fair value is estimated using valuation techniques such as market prices for similar assets or discounted future operating
cash flows.
Fair Value Measurements:
ASC Topic 820, defines fair value, establishes
a framework for measuring fair value in generally accepted accounting principles, and requires certain disclosures about fair value
measurements. In general, fair value of financial instruments are based upon quoted market prices, where available. If
such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs,
observable market based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded
at fair value. These adjustments may include amounts to reflect counterparty credit quality and the Company’s
credit worthiness, among other things, as well as unobservable parameters.
Cash, accounts receivable, accounts payable
and other accrued expenses and other current assets and liabilities are carried at amounts which reasonably approximate their fair
values because of the relatively short maturity of those instruments.
NOTE – 2 ACCOUNTS RECEIVABLE
AND CONCENTRATION OF CREDIT RISK
At June 30, 2015 and 2014 two customers
made up 53% and one customer made up 50% of the company’s outstanding accounts receivable balance, respectively. For the
years ending June 30, 2015 and 2014 one customer accounted for 49% and two customers accounted for 65% of the Company’s net
revenue, respectively.
NOTE 3 – PROPERTY, PLANT AND
EQUIPMENT
| |
| |
|
At June 30, 2015 and 2014 Property, Plant and Equipment was as follows: | |
|
| |
| |
|
| |
| 2015 | | |
| 2014 | |
Land | |
$ | 104,612 | | |
$ | 104,612 | |
Buildings and Improvements | |
| 599,754 | | |
| 599,754 | |
Machinery and Equipment | |
| 468,061 | | |
| 468,061 | |
Automotive Equipment | |
| 207,595 | | |
| 207,595 | |
| |
| 1,380,022 | | |
| 1,380,022 | |
Less Accumulated Depreciation | |
| 787,754 | | |
| 727,102 | |
| |
$ | 592,268 | | |
$ | 652,920 | |
| |
| | | |
| | |
| |
| | | |
| | |
For the years ended June 30, 2015 and 2014 depreciation expense was $60,652 and $74,099, respectively. |
NOTE 4 – ENVIRONMENTAL LIABILITY
The Company’s tire recycling permit
requires the Company to ultimately dispose of all tires accepted for recycling. Tire disposal occurs in the normal course
of business however the Company always has tires stored at its facility that have not yet been disposed of. CTR has recorded liabilities
totaling $320,000 and $320,000 at June 30, 2015 and June 30, 2014, respectively, for estimated costs related to dispose of all
tires at its Ennis facility. The environmental liability was calculated by estimating the costs associated with the various disposal
costs that would be necessary to remove the tires from the CTR permitted facility..
NOTE 5 – NOTES PAYABLE
At June 30, 2015 and 2014 Notes Payable were as follows: |
|
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2015 |
|
|
2014 |
|
Note payable to bank bearing interest at 4.5% with monthly payment of $390 maturing September, 2017. The note is secured by an automobile |
$ |
9,989 |
|
$ |
14,112 |
|
|
|
|
|
|
|
|
Note payable to bank bearing interest at 6.5% with monthly payment of $4,892 maturing November, 2017. The note is secured by machinery and equipment |
|
130,975 |
|
|
179,429 |
|
|
|
|
|
|
|
|
|
|
140,964 |
|
|
193,541 |
|
|
|
|
|
|
|
|
Less current maturities |
|
(56,051) |
|
|
(52,577) |
|
|
|
|
|
|
|
|
|
$ |
84,913 |
|
$ |
140,964 |
|
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|
At June 30, 2015 future maturities of long term debt were as follows: |
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|
Year Ending June 30: |
|
|
|
|
|
|
2016 |
$ |
56,051 |
|
|
|
|
2017 |
|
59,687 |
|
|
|
|
2018 |
|
25,226 |
|
|
|
|
|
$ |
140,964 |
|
|
|
NOTE 6 – EQUITY
At June 30, 2015 and 2014 the Company
had 100,000 shares of common stock issued and outstanding.
The Company has no stock options or warrants
outstanding.
NOTE 7 – INCOME TAXES
As of June 30, 2015 and 2014 the components of the Company's deferred tax assets were as follows: |
|
| |
|
| |
| 2015 | | |
| 2014 | |
Depreciation Expense | |
$ | (21,000 | ) | |
$ | (26,000 | ) |
Capitalized Loan Fees | |
| 31,000 | | |
| 42,000 | |
Accrued Management Bonus | |
| 71,000 | | |
| 90,000 | |
Environmental Liability | |
| 109,000 | | |
| 109,000 | |
Inventory Impairment | |
| — | | |
| 33,000 | |
Other | |
| — | | |
| (1,000 | ) |
Total Deferred Tax Asset | |
| 190,000 | | |
| 247,000 | |
Valuation Allowance | |
| (190,00 | ) | |
| (247,000 | ) |
Net Deferred Tax Asset | |
$ | — | | |
$ | — | |
|
| | | |
| | |
Income tax expense for the periods ended June 24, 2015 and June 30, 2014 consisted of the following |
|
| | | |
| | |
| |
| 2015 | | |
| 2014 | |
Current Tax Expense (Benefit) | |
$ | (64,000 | ) | |
$ | 15,000 | |
Deferred Tax Expense (Benefit) | |
| 57,000 | | |
| (6,500 | ) |
Use of NOL Carryforward | |
| — | | |
| (8,500 | ) |
Valuation Allowance | |
| 7,000 | | |
| — | |
Net Tax Expense (Benefit) | |
$ | — | | |
$ | — | |
|
| | | |
| | |
At
June 30, 2015 the Company had a net operating loss carryforward of approximately $265,000 which expire from 2032 through 2036.
Under IRC Code Sec 382 future use of the NOL carryforwards may be limited due to CTR’s acquisition by Freestone.
NOTE 8 – EMPLOYEE BENEFITS
AND AGREEMENTS
Officer Agreement:
On June 5, 2012 CTR entered into a three
year Employment Agreement with Dirk Crawford (“Mr. Crawford”). For certain compensation, including a salary and signing
bonus, Mr. Crawford would remain president of CTR for the term of his Employee Agreement. Mr. Crawford also received certain retirement
and healthcare benefits relating to his Employee Agreement. No other employees have employment agreements at CTR, and they are
at will employees.
Accrued Compensation:
At June 24, 2015 and June 30, 2014 the
Company’s liabilities included an accrued bonus due to Mr. Crawford as part of his Employee Agreement. The signing bonus
due to Mr. Crawford at June 24, 2015 and June 30, 2014, was $209,964 and $264,964, respectively.
Retirement Plan Contribution:
During the years ending June 30, 2015
and 2014 the Company contributed $5,246 and $4,574 in matching contributions to the Company’s IRA plan.
NOTE 9 – GOING CONCERN
As of June 30, 2015 the Company had an accumulated
deficit of $434,514 and negative working capital of $499,685. These conditions raise substantial doubt about CTR’s ability
to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability
and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should CTR
be unable to continue as a going concern.
At the acquisition of the Company by Freestone
Resources, Inc. the accrued management bonus of $209,964 was settled as of the acquisition date as detailed in Note 8. In addition
the agreement with FDEP detailed in Note 9 will allow the company to dispose its scrap tire inventory relieving the environmental
liability of $320,000 without the use of working capital.
Our future success and viability, therefore,
are dependent upon our ability to generate revenues sufficient to cover our operating costs and expenses. The failure
to generate sufficient revenues or raise additional capital may have a material and adverse effect upon the Company.
NOTE 10 – SUBSEQUENT EVENTS
Management has evaluated subsequent events
through September 8, 2015 and has identified the following subsequent events:
CTR Acquisition:
On June 24, 2015 CTR 100% of the stock
in CTR was purchased by Freestone, and CTR became a wholly owned subsidiary of Freestone.
Dirk Crawford Employee Agreement Extension:
On June 24, 2015 CTR agreed to an extension
of Mr. Crawford’s Employee Agreement (“Employee Agreement Extension”). The Employee Agreement Extension included
an increased yearly salary, as well as a commission for tires sold. The aforesaid tire sales commission is limited to $40,000.
All other retirement and healthcare benefits remained the same, and no other changes were made to the Employee Agreement.
Liability Settlement Related to Employee
Agreement Bonus:
The Employee Agreement Extension, and
the terms therein, eliminated the bonus owned to Mr. Crawford (see Note 9).
Major Agreements:
On June 24, 2015 CTR entered into an agreement
with Freestone Dynamis Energy Products, LLC (“FDEP”) in order to provide tire derived fuel (TDF) and lease a warehouse
to FDEP so that FDEP can pursue pyrolysis operation at the leased location.
Exhibit
99.4
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On
June 24, 2015 Freestone Resources, Inc. (“Freestone” or the “Company”) entered into a Stock Purchase Agreement
(the “Agreement”) by and among the Company and IWSI Profit Sharing Plan (“IWSI”) for one hundred percent
of the common stock of C.C. Crawford Retreading Company, Inc. (“CTR”).
The
Unaudited Pro Forma Condensed Consolidated Financial Statements have been prepared for informational purposes only. The Unaudited
Pro Forma Condensed Consolidated Balance Sheet and Statements of Operations include certain pro forma adjustments that do not
reflect any operating efficiencies or inefficiencies that resulted from the purchase of CTR from IWSI. Thus, the pro forma data
provided herein is not necessarily indicative of results that would have been achieved if the companies were combined during the
periods presented in the pro forma presentation or results that the Company will experience in the future.
The
historical financial information has been adjusted in the Unaudited Pro Forma Condensed Consolidated Financial Statements to demonstrate
pro forma events that are (a) factually supportable, (b) directly attributed to the acquisition of CTR by the Company, and (c)
with respect to the statements of earnings, are expected to have a continuing impact on the combined results of Freestone and
CTR. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with (i) the historical
consolidated financial statements and the accompanying notes of the Company, which are included in the Company’s Annual
Report on Form 10K for the year ended June 30, 2014; (ii) the historical condensed consolidated financial statements of the Company
included in Company's Quarterly Report on Form 10Q for the quarter ended March 31, 2015; (iii) and the audited financial statements
for CTR for the years ended June 30, 2015 and 2014 included in this Amendment No. 1 to Current Report on Form 8K.
FREESTONE
RESOURCES, INC. |
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET |
AS
OF MARCH 31, 2015 |
| |
| |
| |
| |
| |
|
| |
| |
| |
Pro
Forma | |
| |
|
| |
Freestone | |
CTR | |
Adjustments | |
| |
Combined |
| |
|
|
|
ASSETS | |
| |
| |
|
|
|
| |
| |
| |
|
|
|
Current Assets | |
| | | |
| | | |
| | | |
| | |
| | |
Cash | |
$ | 91,850 | | |
$ | 25,349 | | |
$ | | | |
| | |
$ | 117,199 | |
Accounts
receivable, net | |
| 1,520 | | |
| 82,996 | | |
| | | |
| | |
| 84,516 | |
Inventory | |
| — | | |
| 34,101 | | |
| 176,868 | | <C> |
| | |
| 210,969 | |
Prepaid
and Other Assets | |
| 1,875 | | |
| 68,565 | | |
| | | |
| | |
| 70,440 | |
Total
Current Assets | |
| 95,245 | | |
| 211,011 | | |
| | | |
| | |
| 483,124 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
Property, plant and equipment,
net | |
| 64,711 | | |
| 604,273 | | |
| 655,727 | | <C> |
| | |
| 1,324,711 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
Deposits | |
| 8,010 | | |
| | | |
| | | |
| | |
| 8,010 | |
Permits and Licenses | |
| | | |
| | | |
| 160,000 | | <C> |
| | |
| 160,000 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
TOTAL
ASSETS | |
$ | 167,966 | | |
$ | 815,284 | | |
| | | |
| | |
$ | 1,975,845 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
| |
| | | |
| | | |
| | | |
| | |
| | |
LIABILITIES AND STOCKHOLDER'S
EQUITY | |
| | | |
| | | |
| | | |
| | |
| | |
| |
| | | |
| | | |
| | | |
| | |
| | |
Current Liabilities | |
| | | |
| | | |
| | | |
| | |
| | |
Accounts
payable and accrued liabilities | |
$ | 11,262 | | |
$ | 101,742 | | |
| | | |
| | |
$ | 113,004 | |
Accrued
bonus payable | |
| — | | |
| 209,964 | | |
| (209,964 | ) | <C> |
| | |
| — | |
Environmental
liability | |
| — | | |
| 320,000 | | |
| (288,000 | ) | < C> |
| | |
| 32,000 | |
Current
portion of long term debt | |
| — | | |
| 56,051 | | |
| | | |
| | |
| 56,051 | |
Total
Current Liabilities | |
| 11,262 | | |
| 687,757 | | |
| | | |
| | |
| 201,055 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
Long term debt, less
current portion | |
| | | |
| 98,086 | | |
| 1,020,000 | | < B> |
| | |
| 1,118,086 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
Asset Retirement Obligation | |
| 14,470 | | |
| | | |
| | | |
| | |
| 14,470 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
TOTAL LIABILITIES | |
| 25,732 | | |
| 785,843 | | |
| | | |
| | |
| 1,333,611 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
STOCKHOLDERS' EQUITY | |
| | | |
| | | |
| | | |
| | |
| | |
Common
stock | |
| | | |
| | | |
| 5,000 | | < B> |
| | |
| | |
| |
| 75,988 | | |
| 1,000,000 | | |
| (1,000,000 | ) | < A> |
| | |
| 80,988 | |
| |
| | | |
| | | |
| 495,000 | | < B> |
| | |
| | |
Additional
paid in capital | |
| 18,986,768 | | |
| (557,816 | ) | |
| 557,816 | | < A> |
| | |
| 19,481,768 | |
Accumulated
deficit | |
| (18,920,522 | ) | |
| (412,813 | ) | |
| 412,813 | | < A> |
| | |
| (18,920,522 | ) |
|
| | 142,234 | |
| | 29,371 | |
| | | |
| | |
| | 642,234 |
| |
| | | |
| | | |
| | | |
| | |
| | |
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY | |
$ | 167,966 | | |
$ | 815,214 | | |
| | | |
| | |
$ | 1,975,845 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
| |
| | | |
| | | |
| | | |
| | |
| | |
| |
| | | |
| | | |
| | | |
| | |
| | |
| |
| | | |
| | | |
| | | |
| | |
| | |
See
notes to unaudited pro forma condensed consolidated financial statements |
FREESTONE
RESOURCES, INC. |
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS |
NINE
MONTHS ENDED MARCH 31, 2015 |
| |
| |
| |
| |
|
| |
| |
| |
| |
|
| |
Freestone | |
CTR | |
Pro
Forma
Adjustments | |
Combined |
| |
| |
| |
| |
|
REVENUE | |
| | | |
| | | |
| | | |
| | |
Tipping
Fee Revenue | |
$ | — | | |
$ | 340,663 | | |
$ | | | |
| 340,663 | |
Tire
Repair Revenue | |
| — | | |
| 344,611 | | |
| | | |
| 344,611 | |
Used
Tire Sales | |
| — | | |
| 129,235 | | |
| | | |
| 129,235 | |
Oil
& Gas Revenue | |
| 2,723 | | |
| — | | |
| | | |
| 2,723 | |
Scrap
Material Sales | |
| — | | |
| 47,507 | | |
| | | |
| 47,507 | |
Total
Revenue | |
| 2,723 | | |
| 862,016 | | |
| | | |
| 864,739 | |
| |
| | | |
| | | |
| | | |
| | |
COSTS
OF REVENUE | |
| | | |
| | | |
| | | |
| | |
Tipping
Fee Operations | |
| — | | |
| 191,568 | | |
| | | |
| 191,568 | |
Tire
Repair and Sales | |
| — | | |
| 113,403 | | |
| | | |
| 113,403 | |
Tire
Disposal | |
| — | | |
| 123,515 | | |
| | | |
| 123,515 | |
Total
Cost of Revenue | |
| — | | |
| 428,486 | | |
| | | |
| 428,486 | |
| |
| | | |
| | | |
| | | |
| | |
GROSS
PROFIT | |
| 2,723 | | |
| 433,530 | | |
| | | |
| 436,253 | |
| |
| | | |
| | | |
| | | |
| | |
OPERATING
EXPENSES | |
| | | |
| | | |
| | | |
| | |
Lease
Operating Cost | |
| 7,410 | | |
| — | | |
| | | |
| 7,410 | |
Selling | |
| — | | |
| 117,580 | | |
| | | |
| 117,580 | |
General
and Administrative | |
| 186,856 | | |
| 257,819 | | |
| | | |
| 444,675 | |
Depreciation
and Amortization | |
| 10,324 | | |
| 48,717 | | |
| | | |
| 59,041 | |
Gain
on Sale of Asset | |
| (1,064 | ) | |
| — | | |
| | | |
| (1,064 | ) |
Total
Operating Expense | |
| 203,526 | | |
| 424,116 | | |
| | | |
| 627,642 | |
| |
| | | |
| | | |
| | | |
| | |
INCOME
(LOSS) FROM OPERATIONS | |
| (200,803 | ) | |
| 9,414 | | |
| | | |
| (191,389 | ) |
| |
| | | |
| | | |
| | | |
| | |
OTHER
EXPENSES | |
| | | |
| | | |
| | | |
| | |
Interest
Expense, net | |
| — | | |
| (8,248 | ) | |
| | | |
| (8,248 | ) |
| |
| — | | |
| (8,248 | ) | |
| | | |
| (8,248 | ) |
| |
| | | |
| | | |
| | | |
| | |
INCOME
(LOSS) BEFORE TAXES | |
| (200,803 | ) | |
| 1,166 | | |
| | | |
| (199,637 | ) |
| |
| | | |
| | | |
| | | |
| | |
PROVISION
FOR INCOME TAXES | |
| — | | |
| — | | |
| | | |
| — | |
| |
| | | |
| | | |
| | | |
| | |
NET
INCOME(LOSS) | |
$ | (200,803 | ) | |
$ | 1,166 | | |
$ | | | |
$ | (199,637 | ) |
| |
| | | |
| | | |
| | | |
| | |
Basic
and Diluted Net Loss Per Share | |
| (0.00 | ) | |
| | | |
| | | |
| (0.00 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted
Average Share Outstanding | |
| | | |
| | | |
| | | |
| | |
Basic
and Diluted | |
| 74,738,907 | | |
| | | |
| | | |
| 79,738,907 | |
| |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
See
notes to unaudited pro forma condensed consolidated financial statements |
FREESTONE
RESOURCES, INC. |
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS |
YEAR
ENDED JUNE 30, 2014 |
(Unaudited) |
| |
| |
| |
| |
|
| |
Freestone | |
CTR | |
Pro
Forma
Adjustments | |
Combined |
| |
| |
| |
| |
|
REVENUE | |
| | | |
| | | |
| | | |
| | |
Tipping
Fee Revenue | |
$ | — | | |
$ | 358,946 | | |
$ | | | |
| 358,946 | |
Tire
Repair Revenue | |
| — | | |
| 377,459 | | |
| | | |
| 377,459 | |
Used
Tire Sales | |
| — | | |
| 415,395 | | |
| | | |
| 415,395 | |
Oil
& Gas Revenue | |
| 12,758 | | |
| — | | |
| | | |
| 12,758 | |
Scrap
Material Sales | |
| — | | |
| 80,880 | | |
| | | |
| 80,880 | |
Total
Revenue | |
| 12,758 | | |
| 1,232,680 | | |
| | | |
| 1,245,438 | |
| |
| | | |
| | | |
| | | |
| | |
COSTS
OF REVENUE | |
| | | |
| | | |
| | | |
| | |
Tipping
Fee Operations | |
| — | | |
| 278,786 | | |
| | | |
| 278,786 | |
Tire
Repair and Sales | |
| — | | |
| 207,924 | | |
| | | |
| 207,924 | |
Tire
Disposal | |
| — | | |
| 146,167 | | |
| | | |
| 146,167 | |
Cost
of Petrozine | |
| 5,511 | | |
| — | | |
| | | |
| 5,511 | |
Total
Cost of Revenue | |
| 5,511 | | |
| 632,877 | | |
| | | |
| 638,388 | |
| |
| | | |
| | | |
| | | |
| | |
GROSS PROFIT | |
| 7,247 | | |
| 599,803 | | |
| | | |
| 607,050 | |
| |
| | | |
| | | |
| | | |
| | |
OPERATING
EXPENSES | |
| | | |
| | | |
| | | |
| | |
Lease
Operating Cost | |
| 28,306 | | |
| — | | |
| | | |
| 28,306 | |
Selling | |
| — | | |
| 141,825 | | |
| | | |
| 141,825 | |
Revision
to ARO estimate | |
| (26,027 | ) | |
| | | |
| | | |
| (26,027 | ) |
Loss
on Equity Method Investment | |
| 31,340 | | |
| | | |
| | | |
| 31,340 | |
Impairment
of Equity method Investment | |
| 38,660 | | |
| | | |
| | | |
| 38,660 | |
General
and Administrative | |
| 482,383 | | |
| 345,375 | | |
| | | |
| 827,758 | |
Depreciation
and Amortization | |
| 17,181 | | |
| 74,099 | | |
| | | |
| 91,280 | |
Gain
on Sale of Asset | |
| (5,000 | ) | |
| — | | |
| | | |
| (5,000 | ) |
Total
Operating Expense | |
| 566,843 | | |
| 561,299 | | |
| | | |
| 1,128,142 | |
| |
| | | |
| | | |
| | | |
| | |
INCOME
(LOSS) FROM OPERATIONS | |
| (559,596 | ) | |
| 38,504 | | |
| | | |
| (521,092 | ) |
| |
| | | |
| | | |
| | | |
| | |
OTHER EXPENSES | |
| | | |
| | | |
| | | |
| | |
Interest
Expense, net | |
| — | | |
| (13,474 | ) | |
| | | |
| (13,474 | ) |
| |
| — | | |
| (13,474 | ) | |
| | | |
| (13,474 | ) |
| |
| | | |
| | | |
| | | |
| | |
INCOME
(LOSS) BEFORE TAXES | |
| (559,596 | ) | |
| 25,030 | | |
| | | |
| (534,566 | ) |
| |
| | | |
| | | |
| | | |
| | |
PROVISION
FOR INCOME TAXES | |
| — | | |
| — | | |
| | | |
| — | |
| |
| | | |
| | | |
| | | |
| | |
NET
INCOME(LOSS) | |
$ | (559,596 | ) | |
$ | 25,030 | | |
$ | | | |
| (534,566 | ) |
| |
| | | |
| | | |
| | | |
| | |
Basic
and Diluted Net Loss Per Share | |
| (0.01 | ) | |
| | | |
| | | |
| (0.01 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted
Average Share Outstanding | |
| | | |
| | | |
| | | |
| | |
Basic
and Diluted | |
| 70,197,385 | | |
| | | |
| | | |
| 75,197,385 | |
| |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
See
notes to unaudited pro forma condensed consolidated financial statements | |
1.
BASIS OF PRESENTATION:
The
accompanying Pro Forma Statement of Operations for the year ended June 30, 2014, and for the nine month period ended March 31,
2015, reflects the acquisition of CTR by the Company as if it had occurred on July 1, 2013 by combining the results of Freestone
and CTR for the year ended June 30, 2014 and for the nine month period ended March 31, 2015.
The
accompanying Pro Forma Balance Sheet as of March 31, 2015 gives effect to the purchase of CTR by Freestone as of March 31, 2015
by combining the balance sheets of both Freestone and CTR as of March 31, 2015. The CTR March 31, 2015 were derived from the historical
accounting records of CTR.
2.
CORRECTION OF AN ERROR:
Freestone
has determined that the derivative liability reported as a result of the warrants issued as a result of the Aqueous Services,
LLC transaction, were in fact not a derivative liability and the equity investment in Aqueous Services, LLC should have been written
down to zero as of June 30, 2014. Management evaluated the impact of these errors on the year ended June 30, 2014 and the nine
months ended March 31, 2015 both quantitatively and qualitatively, and determined that the errors were immaterial to the these
financial statements. Pursuant to the SEC SAB Topic 108, the prior period numbers have been corrected in this filing and the derivative
liability and the equity method investment and their impact on the statements of operations have been removed.
3.
PRO FORMA ADJUSTMENTS:
The
Pro Forma Financial Statements are based on the historical consolidated financial statements of the Company and CTR. The adjustments
that were made are based on the information that is available and certain assumptions. Thus, actual adjustments may differ from
the pro forma adjustments. These Pro Forma Financial Statements attached hereto have been prepared using the acquisition method
of accounting for the combination of Freestone and CTR.
The
adjustments made in the preparation of the Pro Forma Financial Statements are as follows:
| (A) | The
elimination of CTR’s Stockholder’s Equity |
The
CTR acquisition was funded by the issuance of 5,000,000 shares of Freestone’s common stock for $500,000. The Proceeds from
the stock sale were used as a down payment.The remainder of the purchase price was finance by a note payable to the seller IWSI
in the amount of $1,020,000.
| (C) | The
preliminary allocation of the purchase price was based on estimates of the fair value
of the assets and liabilities assumed and adjusted for certain liabilities not assumed
as of June 24, 2015. The valuation of net assets acquired is as follows: |
Cash | |
$ | 25,349 | |
Account
Receivable | |
| 82,996 | |
Inventory | |
| 210,969 | |
Prepaid
Expenses | |
| 68,566 | |
Land
and Building | |
| 1,060,000 | |
Machinery
and Equipment | |
| 200,000 | |
Permits
and Licenses | |
| 160,000 | |
Accounts
Payable and Accrued Liabilities | |
| (101,743 | ) |
Environmental
Liability | |
| (32,000 | ) |
Notes
Payable | |
| (154,137 | ) |
| |
$ | 1,520,000 | |