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 September 30, 2002
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OF 15(D) OF THE EXCHANGE ACT OF 1934
From the transition period from July 1, 2002 to September 30, 2002.
Commission File Number 000-28753
ICHARGEIT, INC.
---------------
(Exact name of small business issuer as specified in its charter)
Delaware 33-0880427
-------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) 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]
As of September 30, 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)
September 30, June 30,
2002 2002
------------ ------------
ASSETS $ -- $ --
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable $ 784,885 $ 784,435
Accrued expenses 223,966 223,966
Notes payable 399,064 395,351
------------ ------------
Total current liabilities 1,407,915 1,403,752
------------ ------------
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 (9,963) (5,800)
------------ ------------
Total Stockholders' Deficit (1,407,915) (1,403,752)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ -- $ --
============ ============
See Accompanying Notes to Financial Statements
3
ICHARGEIT, INC.
(DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF EXPENSES
THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001, AND FOR THE
PERIOD FROM JULY 1, 2001 (RE-ENTERING THE DEVELOPMENT STAGE)
TO SEPTEMBER 30, 2002
(UNAUDITED)
Re-entering the
Development Stage
to
September 30, September 30, September 30,
2002 2001 2002
--------------------------------------------------------------
General and administrative expenses $ 450 $ 450 $ 2,250
Interest expense 3,713 1,000 7,713
--------------------------------------------------------------
NET LOSS $ (4,163) $ (1,450) $ (9,963)
--------------------------------------------------------------
BASIC AND DILUTED LOSS PER SHARE $ (0.00) $ (0.00)
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic and diluted 11,306,260 11,306,260
See Accompanying Notes to Financial Statements
4
ICHARGEIT, INC.
(DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001, AND FOR THE
PERIOD FROM JULY 1, 2001 (RE-ENTERING THE DEVELOPMENT STAGE)
TO SEPTEMBER 30, 2002
(UNAUDITED)
Re-entering the
Development
Stage to
September 30, September 30, September 30,
2002 2001 2002
-----------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (4,163) $ (1,450) $ (9,963)
Adjustments to reconcile net loss to net cash used in
operating activities:
Change in accounts payable and accrued expenses 4,163 1,450 9,963
-----------------------------------------------------------
Net cash used in operating activities - - -
-----------------------------------------------------------
NET CHANGE IN CASH - - -
CASH AT BEGINNING OF PERIOD - - -
-----------------------------------------------------------
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
SEPTEMBER 30, 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
months ended September 30, 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
iChargeit'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
September 30, 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
consolidated 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. ICHARGEIT'S ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE SET FORTH ON THE FORWARD LOOKING STATEMENTS AS A RESULT OF
THE RISKS SET FORTH IN ICHARGEIT'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. ("iChargeit") 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. IChargeit 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, iChargeit changed its name to iChargeit. On November 5, 1999
iChargeit was reincorporated in Delaware. 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.
RESULTS FOR THE FISCAL QUARTER ENDED September 30, 2002
Our fiscal quarter ended on September 30, 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 September 30, 2002, were
$4,163 compared with expenses for the three months ended September 30, 2001 of
$1,450.
NET LOSS. Net loss for the three months ended September 30, 2002 was $4,163
compared to a net loss of $1,450 for the three months ended September 30, 2001.
The net loss per share for the period ended September 30, 2002 was $0.00
compared with net loss per share in the same period in 2001 of $0.00.
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 September 30, 2002, our President was iChargeit's only employee.
NEED FOR ADDITIONAL FINANCING
IChargeit is in the process of seeking an acquisition candidate in order to
return value to its shareholders.
No commitments to provide additional funds have been made by management or other
stockholders.
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Further, there exist no agreements or understandings with regard to loan
agreements by or with the Officers, Directors, principals, affiliates or
shareholders of iChargeit.
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 iChargeit'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 iChargeit's disclosure controls and procedures as of September
30, 2002. Their evaluation was carried out with the participation of other
members of iChargeit's management. Based upon their evaluation, the Certifying
Officers concluded that iChargeit'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.
IChargeit's internal control over financial reporting is a process designed by,
or under the supervision of, the Certifying Officers and effected by iChargeit's
Board of Directors, management and other personnel, to provide reasonable
assurance regarding the reliability of iChargeit's financial reporting and the
preparation of iChargeit'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 iChargeit's assets; provide reasonable
assurance that transactions are recorded as necessary to permit preparation of
iChargeit's financial statements in accordance with generally accepted
accounting principles, and that iChargeit's receipts and expenditures are being
made only in accordance with the authorization of iChargeit's Board of Directors
and management; and provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of iChargeit's assets
that could have a material effect on its financial statements. There has been no
change in iChargeit'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, iChargeit'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 September
30, 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
--------------------------
James F. Carroll, President, CFO
Date: April 16, 2007
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