**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-KSB/A**


**(Amendment
      No. 2)**





(Mark
      One)





x
            ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934





For
      the
      fiscal year ended: **December
      31, 2007**





o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934





For
      the
      transition period from ________ to ________





Commission
      File No. **000-52113**





**FREEDOM
      5, INC.**


(Name
      of
      small business issuer in its charter)




**Delaware**
            
            **20-5153489**(State
                or other jurisdiction of incorporation or
              organization)
            
            (I.R.S.
                Employer Identification No.)**The
                Galleria**
              **2
                Bridge Avenue**
              **Red
                Bank, New Jersey**
            
            **07701**(Address
                of principal executive offices)
            
            (Zip
                Code)





Issuer’s
      telephone number: (732)
      530-9007





Securities
      registered under Section 12(b) of the Exchange Act:





None





Securities
      registered under Section 12(g) of the Exchange Act:





Common
      Stock, $0.0001 par value per share





_________________


(Title
      of
      Class)





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act.





Check
      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 x





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB.  ̈





Check
      whether the registrant is a shell company (as defined in Rule 12b-2 of the
      Exchange Act). Yes x No  ̈





Check
      whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
      the
      Act). Yes o No x





The
      registrant did not have any revenues for the year ended December 31,
      2007.





As
      of
      September 8, 2008, there were 100,000 shares of common stock
      outstanding.





**DOCUMENTS
      INCORPORATED BY REFERENCE:**


None







**EXPLANATORY
      NOTE**




This
      Amendment No. 2 on Form 10-KSB/A to the Annual Report on Form 10-KSB for the
      year ended December 31, 2007 of the Registrant which was filed with the
      Securities Exchange Commission on March 6, 2008 (the “Original Filing”) is being
      filed to amend or include certain disclosure contained in Item 8A(T). Controls
      and Procedures. On July 23, 2008, the Registrant filed Amendment No. 1 to the
      Original Filing.




As
      a result of this Amendment No. 2, the certifications pursuant to Section 302
      and
      Section 906 of the Sarbanes-Oxley Act of 2002, as filed as exhibits to the
      Original Filing have been re-executed and re-filed as of the date of this
      Amendment No. 2 on Form 10-KSB/A.




Except
      for the amended disclosure contained herein, this Form 10-KSB/A does not modify
      or update other disclosures in, or exhibits to, the Original Filing and
      Amendment No. 1which are incorporated by reference herein.




**PART
      II**




**ITEM
      8A(T). CONTROLS AND PROCEDURES.**




*Evaluation
      of Disclosure Controls and Procedures*




Management
      has considered whether its omission to provide its report on internal control
      over financial reporting in the previously filed Form 10-KSB impacted its
      previous conclusion regarding the effectiveness of its disclosure controls
      and
      procedures as of the fiscal year ended December 31, 2007.  Disclosure
      controls and procedures include, without limitation, controls and procedures
      designed to ensure that information required to be disclosed by an issuer in
      the
      reports that it files or submits under the Securities Exchange Act of 1934,
      as
      amended, is accumulated and communicated to the issuer's management, including
      its principal executive and principal financial officers, or persons performing
      similar functions, as appropriate to allow timely decisions regarding required
      disclosure.




Due
      to
      the fact that the Registrant did not include a Management’s Report on Internal
      Control over Financial Reporting for the fiscal year ended December 31, 2007,
      Management’s revised conclusion is that the Registrant’s disclosure controls and
      disclosure procedures are not effective as of the fiscal year ended December
      31,
      2007.









**ITEM
      13.  EXHIBITS AND REPORTS ON FORM 8-K**





Index
      to
      Exhibits




Exhibit
            
            Description*3.1
            
            Certificate
                of Incorporation, as filed with the Delaware Secretary of State on
                June
                27, 2006.*3.2
            
            By-Laws31.1
            
            Certification
                of the Company’s Principal Executive Officer and Principal Financial
                Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002, with
                respect to the registrant’s Annual Report on Form 10-KSB for the year
                ended December 31, 2007.32.1
            
            Certification
                of the Company’s Principal Executive Officer and Principal Financial
                Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
                Section
                906 of the Sarbanes Oxley Act of
                2002.








*
            Filed
                as an exhibit to the Company’s Registration Statement on Form 10-SB, as
                filed with the Securities and Exchange Commission on July 7, 2006,
                and
                incorporated herein by this
                reference.





(b)
            Reports
                on Form 8-K.   None







**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) 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.




**FREEDOM
                5, INC.**Dated:
                September 8, 2008
            By:
            /s/ Virginia
                K. SourlisVirginia
                K. Sourlis
              President
                (Principal
                    Executive Officer)
                  (Principal
                    Financial Officer)