**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-KSB/A**


**(Amendment
      No. 1)**




(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. o





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





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
      March 5, 2008, there were 100,000 shares of common stock
      outstanding.





**DOCUMENTS
      INCORPORATED BY REFERENCE:**


None







**EXPLANATORY
      NOTE**




This
      Amendment No.1 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. Controls and
      Procedures, Item 8B. Other Information and in the certifications pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.




As
      a result of this Amendment No.1, 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. 1 on Form 10-KSB/A.




Except
      for the Amendment described above, this Form 10-KSB/A does not modify or update
      other disclosures in, or exhibits to, the Original Filing which are incorporated
      by reference herein.




**PART
      III**




**ITEM
      8A. CONTROLS AND PROCEDURES**




**Disclosure
      Controls and Procedures**




Disclosure
      controls and procedures are designed with the objective of ensuring that
      information required to be disclosed in our reports filed under the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”), such as this annual
      report, is recorded, processed, summarized and reported within the time periods
      specified in the SEC’s rules and forms. Disclosure controls are also designed
      with the objective of ensuring that such information is accumulated and
      communicated to our management, including our Chief Executive Officer and Chief
      Financial Officer, as appropriate, to allow timely decisions regarding required
      disclosure. Internal controls are procedures that are designed with the
      objective of providing reasonable assurance that (1) our transactions are
      properly authorized, recorded and reported; and (2) our assets are safeguarded
      against unauthorized or improper use, to permit the preparation of our
      consolidated financial statements in conformity with United States generally
      accepted accounting principles.




*Evaluation
      of Disclosure Controls and Procedures*




Based
      on
      their evaluation of our disclosure controls and procedures (as defined in Rules
      13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2007, our
      Chief Executive Officer and Chief Financial Officer have concluded that our
      disclosure controls and procedures were sufficiently effective to ensure that
      the information required to be disclosed by us in this Report was (i) recorded,
      processed, summarized and reported within the time periods specified in the
      SEC’s rules and instructions for Form 10-KSB.




*Changes
      in Internal Controls over Financial Reporting*




There
      have been no changes in our internal controls over financial reporting during
      the period covered by this report that have materially affected, or are
      reasonably likely to materially affect our internal controls over financial
      reporting.




*Inherent
      Limitations on Effectiveness of Controls*




Our
      management, including our Chief Executive Officer and Chief Financial Officer,
      does not expect that our disclosure controls and procedures or our internal
      controls will prevent all errors and all fraud. A control system, no matter
      how
      well conceived and operated, can provide only reasonable, not absolute,
      assurance that the objectives of the control system are met. Further, the design
      of a control system must reflect the fact that there are resource constraints,
      and the benefits of controls must be considered relative to their costs. Because
      of the inherent limitations in all control systems, no evaluation of controls
      can provide absolute assurance that all control issues and instances of fraud,
      if any, within our company have been detected.









**Management’s
      Report on Internal Control over Financial Reporting**




Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting as defined in Rule 13a-15(f) under the Exchange
      Act. Internal control over financial reporting refers to a process designed
      by,
      or under the supervision of, our Chief Executive Officer and Chief Financial
      Officer and effected by our Board, management and other personnel, to provide
      reasonable assurance regarding the reliability of financial reporting and the
      preparation of financial statements for external purposes in connection with
      generally accepted accounting principles, including those policies and
      procedures that:




-
              pertain
                  to the maintenance of records that, in reasonable detail, accurately
                  and
                  fairly reflect the transactions and dispositions of our
                  assets;-
              provide
                  reasonable assurance that transactions are recorded as necessary
                  to permit
                  preparation of financial statements in accordance with generally
                  accepted
                  accounting principles, and that our receipts and expenditures are
                  being
                  made only in accordance with authorizations of our management and
                  directors; and-
              provide
                  reasonable assurance regarding prevention or timely detection of
                  unauthorized acquisition, use or disposition of our assets that
                  could have
                  a material effect on our consolidated financial
                  statements.





Because
      of its inherent limitations, internal control over financial reporting cannot
      provide absolute assurance of the prevention or detection of misstatements.
      In
      addition, projections of any evaluation of effectiveness to future periods
      are
      subject to risk that controls may become inadequate because of changes in
      conditions, or that the degree of compliance with the policies or procedures
      may
      deteriorate.




In
      connection with the preparation of this Annual Report on Form 10-KSB for the
      year ended December 31, 2007, management, with the participation of our Chief
      Executive Officer and Chief Financial Officer, has evaluated the effectiveness
      of our internal controls over financial reporting, pursuant to Rule 13a-15
      under
      the Exchange Act. Our Chief Executive Officer and Chief Financial Officer have
      concluded that the design and operation of our internal controls and procedures
      are effective as of December 31, 2007. There were no significant changes in
      our
      internal controls over financial reporting that occurred during the fourth
      fiscal quarter that have materially affected, or are reasonably likely to
      materially affect, our internal controls over financial reporting.




This
      Annual Report on Form 10-KSB does not include an attestation report of the
      Company’s independent registered public accounting firm regarding internal
      control over financial reporting. Management’s report was not subject to
      attestation by our registered public accounting firm pursuant to temporary
      rules
      of the Securities and Exchange Commission that permit us to provide only
      management’s report in this Annual Report on Form 10-KSB.




**ITEM
      8B. OTHER INFORMATION**




None.









**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:
                July 23, 2008
            By:
            /s/ Virginia
                K. SourlisVirginia
                K. SourlisPresident(Principal
                Executive Officer)
              (Principal
                Financial Officer)