**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-KSB**





(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, 2006**





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





For
      the
      transition period from ________ to ________





Commission
      File No. **000-52115**








**FREEDOM
      3, INC.**


(Name
      of
      small business issuer in its charter)




**Delaware**
            
            **20-5153419**(State
                or other jurisdiction of incorporation or organization)
            
            (I.R.S.
                Employer Identification No.)**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** No £





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 £ No **x**





The
      registrant did not have any revenues for the year ended December 31,
      2006.





As
      of
      March 19, 2007, there were 100,000 shares of common stock
      outstanding.





**DOCUMENTS
      INCORPORATED BY REFERENCE:**


None









**FORWARD-LOOKING
      STATEMENTS**





Certain
      statements made in this Annual Report on Form 10-KSB are “forward-looking
      statements” (within the meaning of the Private Securities Litigation Reform Act
      of 1995) regarding the plans and objectives of management for future operations.
      Such statements involve known and unknown risks, uncertainties and other factors
      that may cause actual results, performance or achievements of Freedom 3, Inc.
      (the “Company”) to be materially different from any future results, performance
      or achievements expressed or implied by such forward-looking statements. The
      forward-looking statements included herein are based on current expectations
      that involve numerous risks and uncertainties. The Company’s plans and
      objectives are based, in part, on assumptions involving the continued expansion
      of business. Assumptions relating to the foregoing involve judgments with
      respect to, among other things, future economic, competitive and market
      conditions and future business decisions, all of which are difficult or
      impossible to predict accurately and many of which are beyond the control of
      the
      Company. Although the Company believes its assumptions underlying the
      forward-looking statements are reasonable, any of the assumptions could prove
      inaccurate and, therefore, there can be no assurance the forward-looking
      statements included in this Report will prove to be accurate. In light of the
      significant uncertainties inherent in the forward-looking statements included
      herein, the inclusion of such information should not be regarded as a
      representation by the Company or any other person that the objectives and plans
      of the Company will be achieved.





**ITEM
      1. DESCRIPTION OF BUSINESS**





(a)
            Business
                Development





Freedom
      3, Inc. (the “Company” or the “Registrant”) was incorporated in the State of
      Delaware on June 27, 2006. Since inception, the Company has been engaged in
      organizational efforts and obtaining initial financing. The Company was formed
      as a vehicle to pursue a business combination and has made no efforts to
      identify a possible business combination. As a result, the Company has not
      conducted negotiations or entered into a letter of intent concerning any target
      business. The business purpose of the Company is to seek the acquisition of
      or
      merger with, an existing company.





(b)
            Business
                of Issuer





The
      Company, based on proposed business activities, is a “blank check” company. The
      SEC defines those companies as “any development stage company that is issuing a
      penny stock, within the meaning of Section 3 (a) (51) of the Exchange Act,
      and
      that has no specific business plan or purpose, or has indicated that its
      business plan is to merge with an unidentified company or companies.” Many
      states have enacted statutes, rules and regulations limiting the sale of
      securities of “blank check” companies in their respective jurisdictions.
      Management does not intend to undertake any efforts to cause a market to develop
      in our securities, either debt or equity, until we have successfully concluded
      a
      business combination. The Company intends to comply with the periodic reporting
      requirements of the Exchange Act for so long as we are subject to those
      requirements.





The
      Company was organized as a vehicle to investigate and, if such investigation
      warrants, acquire a target company or business seeking the perceived advantages
      of being a publicly held corporation. The Company’s principal business objective
      for the next 12 months and beyond such time will be to achieve long-term growth
      potential through a combination with a business rather than immediate,
      short-term earnings. The Company will not restrict its potential candidate
      target companies to any specific business, industry or geographical location
      and, thus, may acquire any type of business.





The
      analysis of new business opportunities has and will be undertaken by or under
      the supervision of the officers and directors of the Registrant. The Registrant
      has considered potential acquisition transactions with several companies, but
      as
      of this date has not entered into any definitive agreement with any party.
      The
      Registrant has unrestricted flexibility in seeking, analyzing and participating
      in potential business opportunities. In its efforts to analyze potential
      acquisition targets, the Registrant will consider the following kinds of
      factors:





(a) Potential
      for growth, indicated by new technology, anticipated market expansion or new
      products;





(b) Competitive
      position as compared to other firms of similar size and experience within the
      industry segment as well as within the industry as a whole;





(c) Strength
      and diversity of management, either in place or scheduled for
      recruitment;  Page
            2 of 23


(d) Capital
      requirements and anticipated availability of required funds, to be provided
      by
      the Registrant or from operations, through the sale of additional securities,
      through joint ventures or similar arrangements or from other
      sources;





(e) The
      cost
      of participation by the Registrant as compared to the perceived tangible and
      intangible values and potentials;





(f) The
      extent to which the business opportunity can be advanced;





(g) The
      accessibility of required management expertise, personnel, raw materials,
      services, professional assistance and other required items; and





(h) Other
      relevant factors.





In
      applying the foregoing criteria, no one of which will be controlling, management
      will attempt to analyze all factors and circumstances and make a determination
      based upon reasonable investigative measures and available data. Potentially
      available business opportunities may occur in many different industries, and
      at
      various stages of development, all of which will make the task of comparative
      investigation and analysis of such business opportunities extremely difficult
      and complex. Due to the Registrant’s limited capital available for
      investigation, the Registrant may not discover or adequately evaluate adverse
      facts about the opportunity to be acquired.





FORM
      OF
      ACQUISITION





The
      manner in which the Registrant participates in an opportunity will depend upon
      the nature of the opportunity, the respective needs and desires of the
      Registrant and the promoters of the opportunity, and the relative negotiating
      strength of the Registrant and such promoters.





It
      is
      likely that the Registrant will acquire its participation in a business
      opportunity through the issuance of common stock or other securities of the
      Registrant. Although the terms of any such transaction cannot be predicted,
      it
      should be noted that in certain circumstances the criteria for determining
      whether or not an acquisition is a so-called “tax free” reorganization under
      Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”),
      depends upon whether the owners of the acquired business own 80% or more of
      the
      voting stock of the surviving entity. If a transaction were structured to take
      advantage of these provisions rather than other “tax free” provisions provided
      under the Code, all prior stockholders would in such circumstances retain 20%
      or
      less of the total issued and outstanding shares of the surviving entity. Under
      other circumstances, depending upon the relative negotiating strength of the
      parties, prior stockholders may retain substantially less than 20% of the total
      issued and outstanding shares of the surviving entity. This could result in
      substantial additional dilution to the equity of those who were stockholders
      of
      the Registrant prior to such reorganization.





The
      present stockholders of the Registrant will likely not have control of a
      majority of the voting shares of the Registrant following a reorganization
      transaction. As part of such a transaction, all or a majority of the
      Registrant’s directors may resign and new directors may be appointed without any
      vote by stockholders.





In
      the
      case of an acquisition, the transaction may be accomplished upon the sole
      determination of management without any vote or approval by stockholders. In
      the
      case of a statutory merger or consolidation directly involving the Company,
      it
      will likely be necessary to call a stockholders’ meeting and obtain the approval
      of the holders of a majority of the outstanding shares. The necessity to obtain
      such stockholder approval may result in delay and additional expense in the
      consummation of any proposed transaction and will also give rise to certain
      appraisal rights to dissenting stockholders. Most likely, management will seek
      to structure any such transaction so as not to require stockholder
      approval.





It
      is
      anticipated that the investigation of specific business opportunities and the
      negotiation, drafting and execution of relevant agreements, disclosure documents
      and other instruments will require substantial management time and attention
      and
      substantial cost for accountants, attorneys and others. If a decision is made
      not to participate in a specific business opportunity, the costs theretofore
      incurred in the related investigation would not be recoverable. Furthermore,
      even if an agreement is reached for the participation in a specific business
      opportunity, the failure to consummate that transaction may result in the loss
      to the Registrant of the related costs incurred.





We
      presently have no employees apart from our management. Both of our officers
      and
      directors are engaged in outside business activities and anticipate that they
      will devote to our business only several hours per  Page
            3 of 23


week
      until the acquisition of a successful business opportunity has been consummated.
      We expect no significant changes in the number of our employees other than
      such
      changes, if any, incident to a business combination.





(c) Reports
      to
      security holders.





(1) The
      Company
      is not required to deliver an annual report to security holders and at this
      time
      does not anticipate the distribution of such a report.





(2) The
      Company
      will file reports with the SEC. The Company will be a reporting company and
      will
      comply with the requirements of the Securities Exchange Act of 1934, as
      amended.





(3) The
      public
      may read and copy any materials the Company files with the SEC at the SEC’s
      Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The
      public may obtain information on the operation of the Public Reference Room
      by
      calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet
      site that contains reports, proxy and information statements, and other
      information regarding issuers that file electronically with the SEC, which
      can
      be found at http://www.sec.gov.





**Employees**





The
      Company currently has no employees.





**RISK
      FACTORS**





An
      investment in our securities is highly speculative and subject to numerous
      and
      substantial risks. These risks include those set forth below and elsewhere
      in
      this Form 10-KSB. Readers are encouraged to review these risks carefully before
      making any investment decision.





AN
      INVESTMENT IN THE COMPANY IS HIGHLY SPECULATIVE IN NATURE AND INVOLVES AN
      EXTREMELY HIGH DEGREE OF RISK.





There
      may
      be conflicts of interest between our management and our non-management
      stockholders.





Conflicts
      of interest create the risk that management may have an incentive to act
      adversely to the interests of other investors. A conflict of interest may arise
      between our management’s personal pecuniary interest and its fiduciary duty to
      our stockholders. Further, our management’s own pecuniary interest may at some
      point compromise its fiduciary duty to our stockholders. In addition, our
      officers and directors are currently involved with other blank check companies
      and conflicts in the pursuit of business combinations with such other blank
      check companies with which they and other members of our management are, and
      may
      be the future be, affiliated with may arise. If we and the other blank check
      companies that our officers and directors are affiliated with desire to take
      advantage of the same opportunity, then those officers and directors that are
      affiliated with both companies would abstain from voting upon the opportunity.
      In the event of identical officers and directors, the officers and directors
      will arbitrarily determine the company that will be entitled to proceed with
      the
      proposed transaction.





OUR
      BUSINESS IS DIFFICULT TO EVALUATE BECAUSE WE HAVE NO OPERATING
      HISTORY.





As
      we
      have no operating history or revenue and only minimal assets, there is a risk
      that we will be unable to continue as a going concern and consummate a business
      combination. We have had no recent operating history nor any revenues or
      earnings from operations since inception. We have no significant assets or
      financial resources. We will, in all likelihood, sustain operating expenses
      without corresponding revenues, at least until the consummation of a business
      combination. This may result in our incurring a net operating loss that will
      increase continuously until we can consummate a business combination with a
      profitable business opportunity. We cannot assure you that we can identify
      a
      suitable business opportunity and consummate a business
      combination.





THERE
      IS
      COMPETITION FOR THOSE PRIVATE COMPANIES SUITABLE FOR A MERGER TRANSACTION OF
      THE
      TYPE CONTEMPLATED BY MANAGEMENT.





We
      are in
      a highly competitive market for a small number of business opportunities which
      could reduce the likelihood of consummating a successful business combination.
      We are and will continue to be an insignificant participant in the business
      of
      seeking mergers with, joint ventures with and acquisitions of small private
      and
      public entities. A large number of established and well-financed entities,
      including small public companies and venture  Page
            4 of 23


capital
      firms, are active in mergers and acquisitions of companies that may be desirable
      target candidates for us. Nearly all these entities have significantly greater
      financial resources, technical expertise and managerial capabilities than we
      do;
      consequently, we will be at a competitive disadvantage in identifying possible
      business opportunities and successfully completing a business combination.
      These
      competitive factors may reduce the likelihood of our identifying and
      consummating a successful business combination.





FUTURE
      SUCCESS IS HIGHLY DEPENDENT ON THE ABILITY OF MANAGEMENT TO LOCATE AND ATTRACT
      A
      SUITABLE ACQUISITION.





The
      nature of our operations is highly speculative and there is a consequent risk
      of
      loss of your investment. The success of our plan of operation will depend to
      a
      great extent on the operations, financial condition and management of the
      identified business opportunity. While management intends to seek business
      combination(s) with entities having established operating histories, we cannot
      assure you that we will be successful in locating candidates meeting that
      criterion. In the event we complete a business combination, the success of
      our
      operations may be dependent upon management of the successor firm or venture
      partner firm and numerous other factors beyond our control.





THE
      COMPANY HAS NO EXISTING AGREEMENT FOR A BUSINESS COMBINATION OR OTHER
      TRANSACTION.





We
      have
      no arrangement, agreement or understanding with respect to engaging in a merger
      with, joint venture with or acquisition of, a private or public entity. No
      assurances can be given that we will successfully identify and evaluate suitable
      business opportunities or that we will conclude a business combination.
      Management has not identified any particular industry or specific business
      within an industry for evaluation. We cannot guarantee that we will be able
      to
      negotiate a business combination on favorable terms, and there is consequently
      a
      risk that funds allocated to the purchase of our shares will not be invested
      in
      a company with active business operations.





MANAGEMENT
      INTENDS TO DEVOTE ONLY A LIMITED AMOUNT OF TIME TO SEEKING A TARGET COMPANY
      WHICH MAY ADVERSELY IMPACT OUR ABILITY TO IDENTIFY A SUITABLE ACQUISITION
      CANDIDATE.





While
      seeking a business combination, management anticipates devoting no more than
      a
      few hours per week to the Company’s affairs. Our officers have not entered into
      written employment agreements with us and are not expected to do so in the
      foreseeable future. This limited commitment may adversely impact our ability
      to
      identify and consummate a successful business combination.





THE
      TIME
      AND COST OF PREPARING A PRIVATE COMPANY TO BECOME A PUBLIC REPORTING COMPANY
      MAY
      PRECLUDE US FROM ENTERING INTO A MERGER OR ACQUISITION WITH THE MOST ATTRACTIVE
      PRIVATE COMPANIES.





Target
      companies that fail to comply with SEC reporting requirements may delay or
      preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
      reporting companies to provide certain information about significant
      acquisitions, including certified financial statements for the company acquired,
      covering one, two, or three years, depending on the relative size of the
      acquisition. The time and additional costs that may be incurred by some target
      entities to prepare these statements may significantly delay or essentially
      preclude consummation of an acquisition. Otherwise suitable acquisition
      prospects that do not have or are unable to obtain the required audited
      statements may be inappropriate for acquisition so long as the reporting
      requirements of the Exchange Act are applicable.





THE
      COMPANY MAY BE SUBJECT TO FURTHER GOVERNMENT REGULATION WHICH WOULD ADVERSELY
      AFFECT OUR OPERATIONS.





Although
      we will be subject to the reporting requirements under the Exchange Act,
      management believes we will not be subject to regulation under the Investment
      Company Act of 1940, as amended (the “Investment Company Act”), since we will
      not be engaged in the business of investing or trading in securities. If we
      engage in business combinations which result in our holding passive investment
      interests in a number of entities, we could be subject to regulation under
      the
      Investment Company Act. If so, we would be required to register as an investment
      company and could be expected to incur significant registration and compliance
      costs. We have obtained no formal determination from the Securities and Exchange
      Commission as to our status under the Investment Company Act and, consequently,
      violation of the Act could subject us to material adverse
      consequences.


Page
            5 of 23




ANY
      POTENTIAL ACQUISITION OR MERGER WITH A FOREIGN COMPANY MAY SUBJECT US TO
      ADDITIONAL RISKS.





If
      we
      enter into a business combination with a foreign concern, we will be subject
      to
      risks inherent in business operations outside of the United States. These risks
      include, for example, currency fluctuations, regulatory problems, punitive
      tariffs, unstable local tax policies, trade embargoes, risks related to shipment
      of raw materials and finished goods across national borders and cultural and
      language differences. Foreign economies may differ favorably or unfavorably
      from
      the United States economy in growth of gross national product, rate of
      inflation, market development, rate of savings, and capital investment, resource
      self-sufficiency and balance of payments positions, and in other
      respects.





THERE
      IS
      CURRENTLY NO TRADING MARKET FOR OUR COMMON STOCK.





Outstanding
      shares of our Common Stock cannot be offered, sold, pledged or otherwise
      transferred unless subsequently registered pursuant to, or exempt from
      registration under, the Securities Act and any other applicable federal or
      state
      securities laws or regulations. These restrictions will limit the ability of
      our
      stockholders to liquidate their investment.





OUR
      BUSINESS WILL HAVE NO REVENUES UNLESS AND UNTIL WE MERGE WITH OR ACQUIRE AN
      OPERATING BUSINESS.





We
      are a
      development stage company and have had no revenues from operations. We may
      not
      realize any revenues unless and until we successfully merge with or acquire
      an
      operating business.





THE
      COMPANY INTENDS TO ISSUE MORE SHARES IN A MERGER OR ACQUISITION, WHICH WILL
      RESULT IN SUBSTANTIAL DILUTION.





Our
      certificate of incorporation authorizes the issuance of a maximum of 100,000,000
      shares of common stock and a maximum of 10,000,000 shares of preferred stock.
      Any merger or acquisition effected by us may result in the issuance of
      additional securities without stockholder approval and may result in substantial
      dilution in the percentage of our common stock held by our then existing
      stockholders. Moreover, the common stock issued in any such merger or
      acquisition transaction may be valued on an arbitrary or non-arm’s-length basis
      by our management, resulting in an additional reduction in the percentage of
      common stock held by our then existing stockholders. Our Board of Directors
      has
      the power to issue any or all of such authorized but unissued shares without
      stockholder approval. To the extent that additional shares of Common Stock
      or
      Preferred Stock are issued in connection with a business combination or
      otherwise, dilution to the interests of our stockholders will occur and the
      rights of the holders of Common Stock might be materially adversely
      affected.





OUR
      STOCKHOLDER MAY ENGAGE IN A TRANSACTION TO CAUSE THE COMPANY TO REPURCHASE
      ITS
      SHARES OF COMMON STOCK.





In
      order
      to provide an interest in the Company to a third party, our stockholder may
      choose to cause us to sell our securities to third parties, with the proceeds
      of
      such sale being utilized by us to repurchase shares of common stock held by
      our
      sole stockholder. As a result of such transaction, our management, sole
      stockholder and Board of Directors may change.





THE
      COMPANY HAS CONDUCTED NO MARKET RESEARCH OR IDENTIFICATION OF BUSINESS
      OPPORTUNITIES, WHICH MAY AFFECT OUR ABILITY TO IDENTIFY A BUSINESS TO MERGE
      WITH
      OR ACQUIRE.





We
      have
      neither conducted nor have others made available to us results of market
      research concerning prospective business opportunities. Therefore, we have
      no
      assurances that market demand exists for a merger or acquisition as contemplated
      by us. Our management has not identified any specific business combination
      or
      other transactions for formal evaluation by us, such that it may be expected
      that any such target business or transaction will present such a level of risk
      that conventional private or public offerings of securities or conventional
      bank
      financing will not be available. There is no assurance that we will be able
      to
      acquire a business opportunity on terms favorable to us. Decisions as to which
      business opportunity to participate in will be unilaterally made by our
      management, which may act without the consent, vote or approval of our
      stockholders.  Page
            6 of 23




BECAUSE
      WE MAY SEEK TO COMPLETE A BUSINESS COMBINATION THROUGH A “REVERSE MERGER”,
      FOLLOWING SUCH A TRANSACTION WE MAY NOT BE ABLE TO ATTRACT THE ATTENTION OF
      MAJOR BROKERAGE FIRMS.





Additional
      risks may exist since we will assist a privately held business to become public
      through a “reverse merger.” Securities analysts of major brokerage firms may not
      provide coverage of our Company since there is no incentive to brokerage firms
      to recommend the purchase of our common stock. No assurance can be given that
      brokerage firms will want to conduct any secondary offerings on behalf of our
      post-merger company in the future.





WE
      CANNOT
      ASSURE YOU THAT FOLLOWING A BUSINESS COMBINATION WITH AN OPERATING BUSINESS;
      OUR
      COMMON STOCK WILL BE LISTED ON NASDAQ OR ANY OTHER SECURITIES
      EXCHANGE.





Following
      a business combination, we may seek the listing of our common stock on NASDAQ
      or
      the American Stock Exchange. However, we cannot assure you that following such
      a
      transaction, we will be able to meet the initial listing standards of either
      of
      those or any other stock exchange, or that we will be able to maintain a listing
      of our common stock on either of those or any other stock exchange. After
      completing a business combination, until our common stock is listed on the
      NASDAQ or another stock exchange, we expect that our common stock would be
      eligible to trade on the OTC Bulletin Board, another over-the-counter quotation
      system, or on the “pink sheets,” where our stockholders may find it more
      difficult to dispose of shares or obtain accurate quotations as to the market
      value of our common stock. In addition, we would be subject to an SEC rule
      that,
      if it failed to meet the criteria set forth in such rule, imposes various
      practice requirements on broker-dealers who sell securities governed by the
      rule
      to persons other than established customers and accredited investors.
      Consequently, such rule may deter broker-dealers from recommending or selling
      our common stock, which may further affect its liquidity. This would also make
      it more difficult for us to raise additional capital following a business
      combination.





THERE
      IS
      NO PUBLIC MARKET FOR OUR COMMON STOCK, NOR HAVE WE EVER PAID DIVIDENDS ON OUR
      COMMON STOCK.





There
      is
      no public trading market for our common stock and none is expected to develop
      in
      the foreseeable future unless and until we complete a business combination
      with
      an operating business and such business files a registration statement under
      the
      Securities Act of 1933, as amended. Additionally, we have never paid dividends
      on our Common Stock and do not presently intend to pay any dividends in the
      foreseeable future. We anticipate that any funds available for payment of
      dividends will be re-invested into the Company to further its business
      strategy.





AUTHORIZATION
      OF PREFERRED STOCK.





Our
      Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
      of preferred stock with designations, rights and preferences determined from
      time to time by its Board of Directors. Accordingly, our Board of Directors
      is
      empowered, without stockholder approval, to issue preferred stock with dividend,
      liquidation, conversion, voting, or other rights which could adversely affect
      the voting power or other rights of the holders of the common stock. In the
      event of issuance, the preferred stock could be utilized, under certain
      circumstances, as a method of discouraging, delaying or preventing a change
      in
      control of the Company. Although we have no present intention to issue any
      shares of its authorized preferred stock, there can be no assurance that the
      Company will not do so in the future.





CONTROL
      BY MANAGEMENT.





Management
      currently owns approximately 100% of all the issued and outstanding capital
      stock of the Company. Consequently, management has the ability to influence
      control of our operations and, acting together, will have the ability to
      influence or control substantially all matters submitted to stockholders for
      approval, including:





●
            Election
                of the board of directors;





●
            Removal
                of any directors;





●
            Amendment
                of our certificate of incorporation or bylaws;
                and


●
            Adoption
                of measures that could delay or prevent a change in control or impede
                a
                merger, takeover or other business
                combination.




Page
          7 of 23




These
      stockholders will thus have substantial influence over our management and
      affairs and other stockholders of the Company possess no practical ability
      to
      remove management or effect the operations of the business of the Company.
      Accordingly, this concentration of ownership by itself may have the effect
      of
      impeding a merger, consolidation, takeover or other business consolidation,
      or
      discouraging a potential acquirer from making a tender offer for the common
      stock.





**Item
      2.  Description of Property.**





The
      Company neither rents nor owns any properties. The Company currently has no
      policy with respect to investments or interests in real estate, real estate
      mortgages or securities of, or interests in, persons primarily engaged in real
      estate activities.





**Item
      3.  Legal Proceedings.**





The
      Company is not party to any legal proceedings nor is it aware of any
      investigation, claim or demand made on the Company that may reasonably result
      in
      any legal proceedings.





**Item
      4.  Submission of Matters to a Vote of Security Holders.**





None




**PART
      II**





**Item
      5.  Market for Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities.**





**Common
      Stock**





The
      Company is authorized by its Certificate of Incorporation to issue an aggregate
      of 110,000,000 shares of capital stock, of which 100,000,000 are shares of
      Common Stock, par value $0.0001 per share (the “Common Stock”). As of the date
      hereof, 100,000 shares of Common Stock are issued and outstanding, and there
      is
      one holder of record of the Common Stock.





The
      Common Stock is not listed on a publicly-traded market.





**Preferred
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
      of preferred stock, par value $0.0001 per share (the “Preferred Stock”). The
      Company has not yet issued any of its preferred stock.





**Dividend
      Policy**





The
      Company has not declared or paid any cash dividends on its common stock and
      does
      not intend to declare or pay any cash dividend in the foreseeable future. The
      payment of dividends, if any, is within the discretion of the Board of Directors
      and will depend on the Company’s earnings, if any, its capital requirements and
      financial condition and such other factors as the Board of Directors may
      consider.





**Recent
      Sales of Unregistered Securities**





The
      Registrant issued a total of 100,000 shares of Common Stock on June 27, 2006,
      to
      Getting You There, LLC, an entity owned by Virginia K. Sourlis, the sole officer
      and director of the Registrant, for aggregate cash consideration of $2,100.
      The
      Registrant sold these shares of Common Stock under the exemption from
      registration provided by Section 4(2) of the Securities Act.





The
      purchaser represented in writing that it acquired the securities for its own
      account. A legend was placed on the stock certificate stating that the
      securities have not been registered under the Securities Act and cannot be
      sold
      or otherwise transferred without an effective registration or an exemption
      therefrom, but may not be sold pursuant to the exemptions provided by Section
      4(1) of the Securities Act or Rule 144 under the Securities Act, in  Page
            8 of 23


accordance
      with the letter from Richard K. Wulff, Chief of the Office of Small Business
      Policy of the Securities and Exchange Commission’s Division of Corporation
      Finance, to Ken Worm of NASD Regulation, Inc., dated January 21,
      2000.





**Item
      6.  Management’s Discussion and Analysis or Plan of
      Operation.**





**Plan
      of Operation**





The
      Company has not realized any revenues from operations since inception, and
      its
      plan of operation for the next twelve months shall be to locate suitable
      acquisition or merger candidates. The Company may need additional cash advances
      from stockholders to pay for operating expenses until the Company consummates
      the merger with a privately-held company. Although it is currently anticipated
      that the Company can satisfy its cash requirements with additional cash
      advances, if needed, for at least the next twelve months, the Company can
      provide no assurance that it can continue to satisfy its cash requirements
      for
      such period.





**Results
      of Operations**





The
      Company has not conducted any active operations since inception, except for
      its
      efforts to locate suitable acquisition or merger transactions. No revenue has
      been generated by the Company during such period, and it is unlikely the Company
      will have any revenues unless it is able to consummate or effect an acquisition
      of or merger with, an operating company, of which there can be no
      assurance.


Page
            9 of 23




**Item
      7.  Financial Statements.**





FREEDOM
      3, INC.


(A
      Development Stage Company)


Index
      to
      Financial Statements


December
      31, 2006








PageREPORT
                OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            F-1FINANCIAL
                STATEMENTSBalance
                Sheet
            F−2Statements
                of Operations
            F−3Statements
                of Changes of Stockholder’s Equity
            F−4Statements
                of Cash Flows
            F−5Notes
                to Financial Statements
            F−6
                −F−7





Page
            10 of
            23




REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To
      the
      Board of Directors


Freedom
      3, Inc.


A
      Development Stage Company





We
      have
      audited the accompanying balance sheet of Freedom 3, Inc., a development stage
      company, as of December 31, 2006 and the related statement of operations,
      changes in stockholder’s equity, and cash flows for the period June 27, 2006
      (inception) through December 31, 2006. 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 audit.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. 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 audit provides 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 Freedom 3, Inc., a development
      stage company, as of December 31, 2006 and the results of its operations and
      its
      cash flows for the period June 27, 2006 (inception) through December 31, 2006,
      in conformity with accounting principles generally accepted in the United States
      of America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Notes 1 & 4 to the
      financial statements, the Company is in the development stage and has not
      commenced operations. Its ability to continue as a going concern is dependent
      upon its ability to develop additional sources of capital, locate and complete
      a
      merger with another company and ultimately achieve profitable operations. These
      conditions raise substantial doubt about its ability to continue as a going
      concern. The financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.








/s/
      Conner & Associates, PC








**CONNER
      & ASSOCIATES, PC**


Newtown,
      Pennsylvania


16
      March
      2007




F-1


Page
          11 of
          23




FREEDOM
                3, INC.A
                DEVELOPMENT STAGE COMPANYBALANCE
                SHEETDecember
                31, 2006AssetsPrepaid
                expenses
            
            $
            1,500Total
                assets
            
            $
            1,500LIABILITIES
                AND STOCKHOLDER'S EQUITYCurrent
                liabilitiesAccounts
                payable
            
            $
            5,060Total
                liabilities
            
            
            5,060Commitment
                and contingencies
            
            
            —Stockholder's
                equity (deficit)Preferred
                stock, $.0001 par value,authorized
                10,000,000 shares, none issued
            
            
            —Common
                stock, $.0001 par value,authorized
                100,000,000 shares100,000
                issued and outstanding
            
            
            10Additional
                paid-in capital
            
            
            2,665Deficit
                accumulated during the development stage
            
            
            (6,235
            )Total
                stockholder's equity (deficit)
            
            
            (3,560
            )Total
                liabilities and stockholder's equity (deficit)
            
            $
            1,500See
                notes to financial statements






F-2  Page
            12 of
            23




FREEDOM
                3, INC.A
                DEVELOPMENT STAGE COMPANYSTATEMENT
                OF OPERATIONSDecember
                31, 2006Net
                sales
            
            $
            —Cost
                of sales
            
            
            —Gross
                profit
            
            
            —General
                and administrative expenses
            
            
            6,235Net
                (loss)
            
            $
            (6,235
            )Basic
                and diluted (loss) per common share
            
            $
            (0.06
            )Weighted
                average number of common shares outstanding
            
            
            100,000See
                notes to financial statements


F-3  Page
            13 of
            23




FREEDOM
                3, INC.A
                DEVELOPMENT STAGE COMPANYSTATEMENT
                OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)For
                the period June 27, 2006 (Inception) to December 31, 2006DeficitAccumulatedAdditional
            
            During
                the
            
            Stockholder'sPreferred
                Stock
            
            Common
                Stock
            
            Paid-In
            
            Development
            
            EquityShares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            Stage
            
            (Deficit)Balance
                - June 27, 2006
            
            
            —
            
            $
            —
            
            
            —
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            —Issuance
                of common shares
            
            
            —
            
            
            —
            
            
            100,000
            
            
            10
            
            
            2,090
            
            
            —
            
            
            2,100Capital
                contributions - shareholder
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            575
            
            
            —
            
            
            575Net
                (loss)
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            (6,235
            )
            
            (6,235
            )Balance,
                December 31, 2006
            
            
            —
            
            
            —
            
            
            100,000
            
            $
            10
            
            $
            2,665
            
            $
            (6,235
            )
            $
            (3,560
            )


F-4  Page
            14 of
            23




FREEDOM
                3, INC.A
                DEVELOPMENT STAGE COMPANYSTATEMENT
                OF CASH FLOWSFor
                the period June 27, 2006 (Inception) to December 31, 2006Cash
                flows from operating activities:Net
                (loss)
            
            $
            (6,235
            )Adjustments
                to reconcile net (loss) to net cash used in operating
                activities:(Increase)
                in prepaid expenses
            
            
            (1,500
            )Increase
                in accounts payable
            
            
            5,060Net
                cash used in operating activities
            
            
            3,560Cash
                flows from financing activities:Proceeds
                from issuance of common stock
            
            
            2,100Capital
                contributions - shareholder
            
            
            575Net
                cash provided by financing activities
            
            
            2,675Net
                increase in cash and cash equivalents
            
            
            —Cash
                and cash equivalents - beginning of period
            
            
            —Cash
                and cash equivalents - end of period
            
            $
            —See
                notes to financial statements


F-5


Page
            15 of
            23




FREEDOM
      3, INC.


A
      DEVELOPMENT STAGE COMPANY


NOTES
      TO
      FINANCIAL STATEMENTS


December
      31, 2006







NOTE
      1. DEVELOPMENT
      STAGE COMPANY





Freedom
      3, Inc. (“the Company”) was incorporated in the State of Delaware on June 27,
      2006 and is currently in its development stage.





As
      a
      blank check company, the Company’s business is to pursue a business combination
      through acquisition, or merger with, an existing company .
      As of
      the date of the financial statements, the Company has made no efforts to
      identify a possible business combination. As a
      result, the Company has not conducted negotiations or entered into a letter
      of
      intent concerning any target business. No assurances can be given that the
      Company will be successful in locating or negotiating with any target company.
      Since inception, the Company has been engaged in organizational
      efforts.





NOTE
      2. SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES





The
      Company’s accompanying financial statements are prepared in accordance with U.S.
      generally accepted accounting principles in the United States. Significant
      accounting policies are as follows:





***a.***
            *Use
                of Estimates*-
                The preparation of the statement of financial condition in conformity
                with
                accounting principles generally accepted in the United States requires
                management to make estimates and assumptions that affect the amounts
                of
                assets and liabilities and disclosure of contingent assets and liabilities
                at the date of the statement of financial condition and reported
                amounts
                of revenues and expenses during the reporting period. Actual results
                could
                differ from those estimates.





***b.***
            *Cash
                and Cash Equivalents*-
                For purposes of the statement of cash flows, the Company considers
                highly
                liquid financial instruments purchased with a maturity of three months
                or
                less to be cash equivalents. For the period June 27, 2006 (inception)
                through December 31, 2006, the Company did not maintain any bank
                accounts.





***c.***
            *Income
                Taxes*-
                The Company utilizes the liability method of accounting for income
                taxes.
                Under the liability method, deferred tax assets and liabilities are
                determined based on the differences between financial reporting basis
                and
                tax basis of the assets and liabilities and are measured using enacted
                tax
                rates that will be in effect when the differences are expected to
                reverse.
                An allowance against deferred tax assets is recognized, when it is
                more
                likely than not, that such tax benefits will not be
                realized.





***d.***
            *Loss
                per Common Share*-
                Basic loss per share is calculated using the weighted-average number
                of
                common shares outstanding during each period as required by the Financial
                Accounting Standards Board (FASB) under Statement of Financial Accounting
                Standards (SFAS) No. 128. Diluted loss per share includes potentially
                dilutive securities such as outstanding options and warrants, using
                various methods such as the treasury stock or modified treasury stock
                method in the determination of dilutive shares outstanding during
                each
                period. The Company does not have any potentially dilutive
                instruments.





***e.***
            *Fair
                Value of Financial Instruments -*The carrying value of cash equivalents and accrued expenses approximates
                fair value due to their short term
                nature.





NOTE
      3. PREFERRED
      STOCK





The
      Company is authorized to issue 10,000,000 shares of preferred stock. The
      Preferred Stock of the Company shall be issued by the Board of Directors of
      the
      Company in one or more classes or one or more series within any class and such
      classes or series shall have such voting powers, full or limited, or no voting
      powers, and such designations, preferences, limitations or restrictions as
      the
      Board of Directors of the Company may determine, from time to time.








F-6


Page
            16 of
            23




FREEDOM
      3, INC.


A
      DEVELOPMENT STAGE COMPANY


NOTES
      TO
      FINANCIAL STATEMENTS


December
      31, 2006







NOTE
      4. COMMON
      STOCK





The
      Company is authorized to issue 100,000,000 shares of common stock. On June
      27,
      2006, the Company issued 100,000 shares of common stock for total consideration
      of $2,100 to the sole shareholder of the Company.





Holders
      of shares of common ctock shall be entitled to cast one vote for each share
      held
      at all stockholders’ meetings for all purposes, including the election of
      directors. The common stock does not have cumulative voting rights. No holder
      of
      shares of stock of any class shall be entitled as a matter of right to subscribe
      for or purchase or receive any part of any new or additional issue of shares
      of
      stock of any class, or of securities convertible into shares of stock of any
      class, whether now hereafter authorized or whether issued for money, for
      consideration other than money, or by way of dividend.





NOTE
      6. RELATED
      PARTY TRANSACTION





The
      Company utilizes the office space and equipment of its sole stockholder at
      no
      cost. Management estimates such amounts to be immaterial.





NOTE
      7. INCOME
      TAXES





The
      Company has approximately $6,235 in gross deferred tax assets at December 31,
      2006, resulting from net operating loss carry forwards. A valuation allowance
      has been recorded to fully offset these deferred tax assets because the future
      realization of the related income tax benefits is uncertain. Accordingly, the
      net provision for income taxes is zero for
      the
      period June 27, 2006 (inception) to December 31, 2006 .
      At
      December 31, 2006, the Company has federal net operating loss carry forwards
      of
      approximately $6,235 available to offset future taxable income through
      2026.





For
      the
      period June 27, 2006 (inception) to December 31, 2006, the difference between
      the tax provision at the statutory federal income tax rate and the tax provision
      attributable to loss before income taxes is as follows (in
      percentages):





Statutory
                federal income tax rate
            -34%State
                taxes - net of federal benefits
            -5%Valuation
                allowance
            39%Income
                tax rate - net
            0%





NOTE
      8. GOING
      CONCERN





The
      Company’s financial statements have been presented on the basis that it is a
      going concern in the development stage, which contemplates the realization
      of
      assets and the satisfaction of liabilities in the normal course of business.
      As
      of the date of these financial statements, the Company has made no efforts
      to
      identify a possible business combination.





The
      Company’s shareholder shall fund the Company’s activities while the Company
      takes steps to locate and negotiate with a business entity through acquisition,
      or merger with, an existing company; however, there can be no assurance these
      activities will be successful.






F-7


Page
          17 of
          23




**Item
      8.  Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure**





None




**Item
      8A.  Controls and Procedures**





The
      Company’s management is responsible for establishing and maintaining a system of
      disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
      under the Exchange Act) that is designed to ensure that information required
      to
      be disclosed by the Company in the reports that the Company files or submits
      under the Exchange Act is recorded, processed, summarized and reported, within
      the time periods specified in the Commission’s rules and forms. 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 Exchange Act is accumulated and
      communicated to the issuer’s management, including its principal executive
      officer or officers and principal financial officer or officers, or persons
      performing similar functions, as appropriate to allow timely decisions regarding
      required disclosure.





In
      accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was
      completed under the supervision and with the participation of the Company’s
      management, including the Company’s principal executive officer and principal
      financial officer, of the effectiveness of the design and operation of the
      Company’s disclosure controls and procedures as of the end of the period covered
      by this Annual Report. Based on that evaluation, the Company’s Principal
      Executive Officer and Principal Financial Officer concluded that the Company’s
      disclosure controls and procedures are effective, to provide reasonable
      assurance that information required to be disclosed in the Company’s reports
      filed or submitted under the Exchange Act is recorded, processed, summarized,
      and reported within the time periods specified in the Commission’s rules and
      forms. There have been no changes to the Company’s internal controls over
      financial reporting that occurred during our last fiscal quarter of the year
      ended December 31, 2006, that materially affected, or were reasonably likely
      to
      materially affect, our internal controls over financial reporting.





**Item
      8B.  Other Information**





None




**Part
      III**





**Item
      9.  Directors, Executive Officers, Promoters, Control Persons and Corporate
      Governance; Compliance with Section 16(a) of the Exchange
      Act.**





(a) Identification
      of
      Directors, Executive Officers, Promoters, and Control Persons for the fiscal
      year ended December 31, 2006:





Name
            
            Age
            
            Position
            
            TermVirginia
                K. Sourlis
            
            42
            
            President
                and Sole Director
            
            June
                27, 2006 thru present





**Virginia
      K. Sourlis,** our
      President and sole Director, is the founder and owner of The Sourlis Law Firm,
      a
      boutique securities law firm located in the heart of Red Bank, New Jersey.
      Her
      firm represents several brokerage firms and SEC and state registered investment
      advisors. Her firm represents numerous private and publicly traded companies
      that are located throughout the world, in all stages of their development,
      from
      start-up to being a publicly traded company.





Virginia’s
      law firm handles Rule 504, 505 and 506 private placements, Underwritten Public
      Offerings (also direct and shelf), Regulation A Offerings, Traditional Initial
      Public Offerings, Reverse Mergers, Rule 15c2-11 Pink Sheet (and unsolicited
      quote) and OTCBB applications, Regulation of formal/informal disclosure
      requirements, 1933 and 1934 Act Registration Statements (i.e. Form SB-2, Form
      10SB), compliance with NASD Rules and Regulations, NASD audits, SEC audits,
      Rule
      144/144A transactions and legal opinions, Sarbanes Oxley Act compliance, Blue
      Sky law compliance, Proxy Statements and Information Statements, Form 10-Ks,
      Form 10-Qs,  Page
            18 of
            23


Form
      8-Ks, Forms 3, 4, & 5, and Forms 13G & 13D, and counsel and advise
      companies regarding general securities and corporate/business legal
      matters.





Virginia
      K. Sourlis, Esq. studied at Oxford University, England, graduated from Stanford
      University, California and received her MBA and JD from Villanova University,
      Pennsylvania. Virginia serves as an arbitrator and chairperson for the National
      Association of Securities Dealers, Inc. (“NASD”) and New York Stock Exchange
      (“NYSE”), and is a Director of the Eastern Monmouth Area Chamber of Commerce,
      and a member of the New Jersey Bar Association, Monmouth Bar Association, ACCA,
      ABA and NJCCA, received a full scholarship to Stanford University, Palo Alto,
      CA, an All American Collegiate basketball player at Stanford University (point
      guard), an Olympic basketball finalist, a retired professional basketball
      player, All-American high school basketball player, and retired high school
      basketball uniform (#10).





The
      term
      of office of each director expires at the Company’s annual meeting of
      stockholders or until their successors are duly elected and qualified. Directors
      are not compensated for serving as such. Officers serve at the discretion of
      the
      Board of Directors.





(b) Significant
      Employees. None





(c) Family
      Relationships.  None





(d) Involvement
      in Certain Legal Proceedings. There have been no events under any bankruptcy
      act, no criminal proceedings and no judgments, injunctions, orders or decrees
      material to the evaluation of the ability and integrity of any director,
      executive officer, promoter or control person of Registrant during the past
      five
      years.





(e) The
      Board of
      Directors acts as the Audit Committee and the Board has no separate committees.
      The Company does not have a qualified financial expert at this time because
      it
      has not been able to hire a qualified candidate. Further, the Company believes
      that it has inadequate financial resources at this time to hire such an expert.
      The Company intends to continue to search for a qualified individual for
      hire.





**COMPLIANCE
      WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934**





Section  16(a)
      of
      the Exchange Act requires the Company’s directors and officers, and persons who
      beneficially own more than 10% of a registered class of the Company’s equity
      securities, to file reports of beneficial ownership and changes in beneficial
      ownership of the Company’s securities with the SEC on Forms 3, 4 and 5.
      Officers, directors and greater than 10% stockholders are required by SEC
      regulation to furnish the Company with copies of all Section 16(a) forms they
      file.





Based
      solely on the Company’s review of the copies of the forms received by it during
      the period from June 27, 2006 (inception) to December 31, 2006 and written
      representations that no other reports were required, the Company believes that
      no person who, at any time during such fiscal year, was a director, officer
      or
      beneficial owner of more than 10% of the Company’s common stock failed to comply
      with all Section 16(a) filing requirements during such fiscal year.





**CODE
      OF ETHICS**





We
      have
      not adopted a Code of Business Conduct and Ethics that applies to our principal
      executive officer, principal financial officer, principal accounting officer
      or
      controller, or persons performing similar functions in that our officers and
      directors serves in all the above capacities.





**Item
      10.  Executive Compensation.**





The
      following table sets forth the cash compensation paid by the Company to its
      President and all other executive officers for services rendered during the
      fiscal year ended December 31, 2006.





Name
                and Position
            
            Year
            
            Annual
                CompensationVirginia
                K. Sourlis, President & Sole Director
            
            2006
            
            None





Page
            19 of
            23




**Director
      Compensation**





We
      do not
      currently pay any cash fees to our directors, but we pay directors’ expenses in
      attending board meetings. During the period June 27, 2006 (inception) to
      December 31, 2006, no director expenses were incurred.





**Employment
      Agreements**





The
      Company is not a party to any employment agreements.





**Item
      11.  Security Ownership of Certain Beneficial Owners and Management and
      Related Stockholder Matters**





The
      following tables set forth certain information as of March 16, 2007, regarding
      (i) each person known by the Company to be the beneficial owner of more than
      5%
      of the outstanding shares of Common Stock, (ii) each director, nominee and
      executive officer of the Company and (iii) all officers and directors as a
      group.





Amount
                and Nature ofName
                and Address
            
            Beneficial
                Ownership
            
            Percentage
                of ClassGetting
                You There, LLC(1)
            
            
            100,000
            
            
            100
            %2
                Bridge AvenueRed
                Bank, NJ 07701All
                Officers and Directors as a group
            
            
            100,000
            
            
            100
            %





(1)
            Virginia
                K. Sourlis is the sole owner of Getting You There, LLC (located at
                the
                same address of the Company) and is the President and sole director
                of the
                Company.





**Item
      12.  Certain Relationships and Related Transactions, and Director
      Independence**





Except
      as
      otherwise indicated herein, there have been no related party transactions,
      or
      any other transactions or relationships required to be disclosed pursuant to
      Item 404 of Regulation S-B.





**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, 2006.32.1
              
              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


Page
            20 of
            23




**Item
      14.  Principal Accountant Fees and Services**





Conner
      & Associates, PC (“Conner”) is the Company’s independent registered public
      accounting firm.





AUDIT
      FEES





The
      aggregate fees billed by Conner for professional services rendered for the
      audit
      of our annual financial statements and review of financial statements included
      in our Form 10-KSB or services that are normally provided in connection with
      statutory and regulatory filings were $5,000 for fiscal year ended December
      31,
      2006.





AUDIT-RELATED
      FEES





Conner’s
      fees billed for assurance and related services related to the audit or review
      of
      the Company’s financial statements were $0 for the fiscal year ended December
      31, 2006.





TAX
      FEES





Conner’s
      fees billed for professional services for tax compliance, tax advice, and tax
      planning were $0 for the fiscal year ended December 31, 2006.





ALL
      OTHER
      FEES





Conner’s
      fees billed for other products and services were $0 for the fiscal year ended
      December 31, 2006.







**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
                3, INC.**Dated:
                March 19, 2007
            By:
            /s/ Virginia
                K. SourlisVirginia
                K. SourlisPresident


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