U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2002
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OF 15(D) OF THE EXCHANGE ACT OF 1934
Commission File Number 000-28753
ICHARGEIT, INC.
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(Exact name of small business issuer as specified in its charter)
Delaware 33-0880427
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
11 Washington Street Hawthorne, NJ 07506
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(Address of principal executive offices)
(973) 949-3200
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(Issuer's telephone number)
N/A
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(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]
As of December 31, 2002 there were 11,306,260 shares of Common Stock of the
issuer outstanding.
TABLE OF CONTENTS
PART I FINANCIAL STATEMENTS
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis or Plan of Operation 7
PART II OTHER INFORMATION
Item 1 Legal Proceedings 9
Item 2 Changes in Securities 9
Item 3 Default upon Senior Securities 9
Item 4 Submission of Matters to a Vote of Security Holders 9
Item 5 Other Information 9
Item 6 Exhibits and Reports on Form 8-K 9
2
ICHARGEIT, INC.
(DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
December 31, 2002 June 30, 2002
ASSETS $ - $ -
=======================================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable $ 785,335 $ 784,435
Accrued expenses 223,966 223,966
Notes payable 402,777 395,351
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Total current liabilities 1,412,078 1,403,752
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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 11,306
Additional paid in capital 13,068,307 13,068,307
Accumulated deficit (14,477,565) (14,477,565)
Accumulated deficit during development stage (14,126) (5,800)
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Total Stockholders' Deficit (1,412,078) (1,403,752)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ - $ -
=======================================
See Accompanying Notes to Financial Statements
3
ICHARGEIT, INC.
(DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF EXPENSES
THREE AND SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001, AND FOR THE
PERIOD FROM JULY 1, 2001 (RE-ENTERING THE DEVELOPMENT STAGE)
TO DECEMBER 31, 2002
(UNAUDITED)
Re-entering the
Three Months Three Months Six Months Six Months Development
ended ended Ended Ended Stage to
December 31, December 31, December 31, December 31, December 31,
2002 2001 2002 2001 2002
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General and administrative expenses $ 450 $ 450 $ 900 $ 900 $ 2,700
Interest expense 3,713 1,000 7,426 2,000 11,426
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NET LOSS $ (4,163) $ (1,450) $ (8,326) $ (2,900) $ (14,126)
=======================================================================================
BASIC AND DILUTED LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic and diluted 11,306,260 11,306,260 11,306,260 11,306,260
See Accompanying Notes to Financial Statements
4
ICHARGEIT, INC.
(DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001, AND FOR THE
PERIOD FROM JULY 1, 2001 (RE-ENTERING THE DEVELOPMENT STAGE)
TO DECEMBER 31, 2002
(UNAUDITED)
Re-entering the
Development
Stage to
December 31, December 31, December 31,
2002 2001 2002
---------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (8,326) $ (2,900) $ (14,126)
Adjustments to reconcile net loss to net cash used in
operating activities:
Change in accounts payable and accrued expenses 8,326 2,900 14,126
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Net cash used in operating activities - - -
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NET CHANGE IN CASH - - -
CASH AT BEGINNING OF PERIOD - - -
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CASH AT END OF PERIOD $ - $ - $ -
=========================================================
Supplemental cash flow information:
Cash paid for interest $ - $ - $ -
Cash paid for income taxes $ - $ - $ -
See Accompanying Notes to Financial Statements
5
ICHARGEIT, INC.
(DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002
Note 1: Basis of Presentation
-----------------------------
The accompanying unaudited interim consolidated financial statements of
iChargeit, Inc. 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
six months ended December 31, 2002 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-QSB should be read in conjunction with Management's
Discussion and Analysis and Financial Statements and notes thereto included in
the Company's June 30, 2002 Form 10-KSB. Notes to the consolidated financial
statements which substantially duplicate the disclosure contained in the audited
financial statements for fiscal 2002 as reported in the Form 10-KSB have been
omitted.
NOTE 2 - GOING CONCERN
----------------------
As reflected in the accompanying consolidated financial statements, iChargeit
incurred operating losses, and has a negative working capital position as of
December 31, 2002. The above factors raise substantial doubt about iChargeit's
ability to continue as a going concern. IChargeit's continued existence is
dependent on its ability to obtain additional equity and/or debt financing to
fund its operations. IChargeit plans to raise additional financing and to
increase sales volume. There is no assurance that iChargeit 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 - SUBSEQUENT EVENTS
--------------------------
On August 22, 2006 iChargeit was reincorporated in the State of Nevada under the
laws of the State of Nevada. On August 22, 2006, iChargeit changed its name to
Freestone Resources, Inc.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
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
Ichargeit, Inc. (The "Company") 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. 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, which 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, 2006 the Company was
reincorporated in the State of Nevada under the laws of the State of Nevada. On
August 22, 2006, the Company changed its name to Freestone Resources, Inc.
RESULTS FOR THE FISCAL QUARTER ENDED December 31, 2002
Our fiscal quarter ended on December 31, 2002. Any reference to the end of the
fiscal quarter refers to the end of the first fiscal quarter for the periods
discussed herein.
REVENUE. We had no revenue since we have no operations.
EXPENSES. Total expenses for the three months ended December 31, 2002, were
$4,163 compared with expenses for the three months ended December 31, 2001 of
$1,450. Total expenses for the six months ended December 31, 2002, were $8,326
compared with expenses for the six months ended December 31, 2001 of $2,900.
NET INCOME (LOSS). Net loss for the three months ended December 31, 2002 was
($4,163) compared to a net loss of ($1,450) for the three months ended December
31, 2001. The net loss for the six months ended December 31, 2002 was ($8,326)
compared to a net loss of ($2,900) for the six months ended December 31, 2001.
LIQUIDITY AND CAPITAL RESOURCES. We have no cash reserves and no liquidity. We
are in the process of seeking an acquisition candidate.
Employees
As of December 31, 2002, our President was the Company's only employee.
NEED FOR ADDITIONAL FINANCING
The Company is in the process of seeking an acquisition candidate in order to
return value to its shareholders.
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No commitments to provide additional funds have been made by management or other
stockholders.
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.
ITEM 3. CONTROLS AND PROCEDURES
Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in company reports
filed or submitted under the Securities Exchange Act of 1934 (the "Exchange
Act") 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
company reports filed under the Exchange Act is accumulated and communicated to
management, including the Company's Chief Executive Officer and Chief Financial
Officer (the "Certifying Officers"), as appropriate to allow timely decisions
regarding required disclosure.
As required by Rules 13a-15(e) and 15d-15(e) under the Exchange Act, the
Certifying Officers carried out an evaluation of the effectiveness of the design
and operation of the Company's disclosure controls and procedures as of December
31, 2002. Their evaluation was carried out with the participation of other
members of the Company's management. Based upon their evaluation, the Certifying
Officers concluded that the Company's disclosure controls and procedures were
not effective. Controls were not effective primarily because of failure to file
timely reports and in the course of performing their work, 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.
The Company's internal control over financial reporting is a process designed
by, or under the supervision of, the Certifying Officers and effected by the
Company's Board of Directors, management and other personnel, to provide
reasonable assurance regarding the reliability of the Company's financial
reporting and the preparation of the Company's financial statements for external
purposes in accordance with generally accepted accounting principles. Internal
control over financial reporting includes policies and procedures that pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the Company's assets; provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of the Company's financial statements in accordance with generally
accepted accounting principles, and that the Company's receipts and expenditures
are being made only in accordance with the authorization of the Company's Board
of Directors and management; and provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of the Company's assets that could have a material effect on its financial
statements. There has been no change in the Company's internal control over
financial reporting that occurred in the quarter ended September 30, 2002, that
has materially affected, or is reasonably likely to affect, the Company's
internal control over financial reporting.
8
PART II
Items No. 1, 2, 3, 4, 5 - Not Applicable.
Item No. 6 - Exhibits and Reports on Form 8-K
(a) No reports on Form 8-K were filed during the three months ended December 31,
2002.
(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.
ICHARGEIT, INC.
By /s/ James F. Carroll
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James F. Carroll, President, CFO
Date: April 16, 2007
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