UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K





(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, 2008





 ̈
            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)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes  ̈No x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


Yes  ̈No x





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 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 xNo
 ̈





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this
chapter) is not contained herein, and will not 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-K or any amendment to this
Form 10-K.  ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer,”
"non-accelerated filer" and “smaller reporting company” in Rule 12b-2 of
the Exchange Act. (Check one):




Large
      accelerated filer
                        
                         ̈
                        Accelerated
      filer
                        
                         ̈Non-accelerated
      filer
                        
                         ̈
                        Smaller
      reporting company
                        
                        x







Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes xNo
 ̈


State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.





There is
currently no market for any of our securities.





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.





As of
February 27, 2009, there were 100,000 shares of common stock issued and
outstanding, and no shares of preferred stock issued and
outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE:


None


2


PART
I.





FORWARD-LOOKING
STATEMENTS





Certain
statements made in this Annual Report on Form 10-K 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 5, Inc.
(the “Company” or “Registrant”) 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.
BUSINESS




(a)
              Business
      Development





Freedom
5, Inc. (the “Company” or the “Registrant”) was incorporated in the State of
Delaware on June 27, 2006. Since its inception, the Company has been engaged in
organizational efforts and efforts to obtain initial financing. The Company was
formed as a “blank check” company as defined in Rule 419(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”) 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 as
defined in Rule 419(a)(2) of the Securities Act. The SEC defines those companies
as “any development stage company that has no specific business plan or purpose
or has indicated that its business plan is to engage in a merger or acquisition
with an unidentified company or companies, or other entity or person and that is
issuing a penny stock, within the meaning of Section 3 (a)(51) of the Securities
Exchange Act of 1934.” 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;





(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;


3





(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 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.


4





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.





Item 1A. 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-K. 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 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.


5





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.




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.


6


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.




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.


7





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.




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 1B.  Unresolved
Staff Comments





Not
applicable.





Item 2. 
Properties.





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.


8


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 or exchange.





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.





Item 6.  Selected
Financial Data





Not
applicable.





Item 7.  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 is to locate a suitable acquisition
or merger candidate and consummate a business combination. The Company may need
additional cash advances from its stockholder or loans from other parties to pay
for operating expenses until the Company consummates a merger or business
combination with a privately-held operating company. Although it is currently
anticipated that the Company can satisfy its cash requirements with additional
cash advances or loans from other parties, 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.





Since our
formation on June 27, 2006, our purpose has been to effect a business
combination with an operating business which we believe has significant growth
potential. We are currently considered to be a “blank check” company in as much
as we have no specific business plans, no operations, revenues or employees. We
currently have no definitive agreements or understanding with any prospective
business combination candidates and have not targeted any business for
investigation and evaluation nor are there any assurances that we will find a
suitable business with which to combine. The implementation of our business
objectives is wholly contingent upon a business combination and/or the
successful sale of securities in the company.




As a
result of our limited resources, we expect to effect only a single business
combination. Accordingly, the prospects for our success will be entirely
dependent upon the future performance of a single business. Unlike certain
entities that have the resources to consummate several business combinations or
entities operating in multiple industries or multiple segments of a single
industry, we will not have the resources to diversify our operations or benefit
from the possible spreading of risks or offsetting of losses. A target business
may be dependent upon the development or market acceptance of a single or
limited number of products, processes or services, in which case there will be
an even higher risk that the target business will not prove to be commercially
viable.


9





Our
officers and directors are only required to devote a very limited portion of
their time to our affairs on a part-time or as-needed basis. We expect to use
outside consultants, advisors, attorneys and accountants as necessary, none of
which will be hired on a retainer basis. We do not anticipate hiring any
full-time employees so long as we are seeking and evaluating business
opportunities.





We expect
our present management to play no managerial role in the Company following a
merger or business combination. Although we intend to scrutinize closely the
management of a prospective target business in connection with our evaluation of
a business combination with a target business, our assessment of management may
be incorrect. We cannot assure you that we will find a suitable business with
which to combine.





Results
of Operations





The
Company has not conducted any active operations since inception, except for its
efforts to locate a suitable acquisition or merger transaction. 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 effect an acquisition of or merger
with another operating company, of which there can be no assurance.





For the
year ending December 31, 2008 and the period from June 27, 2006 (Inception) to
December 31, 2008, the Company has had no activities that produced revenues from
operations.





For the
year ending December 31, 2008 and 2007, the Company had a net loss of $4,000 and
$5,700, respectively. For the period from June 27, 2006 (Inception) to December
31, 2008 had a net loss of $15,935,
comprised mostly of legal, accounting, audit and other professional service fees
incurred in relation to the filing of the Company’s Registration Statement on
Form 10-SB filed on July 7, 2006 and annual and quarterly reports filed since
the effectiveness of such registration statement.





For the
year ending December 31, 2008 and 2007, the Company had operating expenses of
$4,000 and $5,700, respectively. For the period from June 27, 2006 (Inception)
to December 31, 2008, the Company had operating expenses of $15,935. These
expenses were due to accounting, audit and SEC filing fees incurred in relation
to the filing of the Company’s Registration Statement on Form 10-SB filed on
July 7, 2006 and annual and quarterly reports filed since the effectiveness of
such registration statement.





Liquidity
and Capital Resources





As of
December 31, 2008 and 2007 the Company had assets equal to $0. The Company’s
current liabilities as of December 31, 2008 and 2007 totaled $1,750 and $3,500,
respectively, comprised accounts payable.




The
following is a summary of the Company's cash flows from operating, investing,
and financing activities:





For the Cumulative Period
from June 27, 2006 (Inception) to December 31, 2008




Operating
      activities
                  
                  $
                  (15,935
                  )Investing
      activities
                  
                  
                  -Financing
      activities
                  
                  $
                  15,935Net
      effect on cash
                  
                  $
                  -




The
Company has nominal assets and has generated no revenues since inception. The
Company is also dependent upon the receipt of capital investment or other
financing to fund its ongoing operations and to execute its business plan of
seeking a combination with a private operating company. If continued funding and
capital resources are unavailable at reasonable terms, the Company may not be
able to implement its plan of operations.





Off-Balance
Sheet Arrangements





The
Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company’s financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.




Item 7A.  Quantitative
and Qualitative Disclosures About Market Risk





Not
applicable.




10




Item 8.  Financial
Statements.





FREEDOM
5, INC.


(A
Development Stage Company)


Index to
Financial Statements


December
31, 2008





PageREPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                12FINANCIAL
      STATEMENTSBalance
      Sheets
                13Statements
      of Operations
                14Statements
      of Changes of Stockholder’s Equity (Deficit)
                15Statements
      of Cash Flows
                16Notes
      to Financial Statements
                17


11




REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors


Freedom
5, Inc.


A
Development Stage Company





We have
audited the accompanying balance sheet of Freedom 5, Inc. (“the Company”), a
development stage company, as of December 31, 2008 and 2007 and the related
statements of operations, changes in stockholder’s equity, and cash flows for
the period June 27, 2006 (inception) through December 31, 2008. 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 the Company, a development stage
company, as of December 31, 2008 and 2007, and the results of its operations and
its cash flows for the period June 27, 2006 (inception) through December 31,
2008, 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 & 7 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, PCConner
      & Associates, PCNewtown,
      Pennsylvania27
      February 2009


12




FREEDOM
5, INC.


A
DEVELOPMENT STAGE COMPANY


BALANCE
SHEETS








12/31/2008
                          
                          
                          12/31/2007AssetsPrepaid
      expenses
                          
                          $
                          -
                          
                          
                          $
                          -Total
      assets
                          
                          $
                          -
                          
                          
                          $
                          -LIABILITIES AND STOCKHOLDER'S
      EQUITYCurrent liabilitiesAccounts
      payable
                          
                          $
                          1,750
                          
                          
                          $
                          3,500Total
      liabilities
                          
                          
                          1,750
                          
                          
                          
                          3,500Commitment
      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 shares 100,000 issued and
      outstanding
                          
                          
                          10
                          
                          
                          
                          10Additional
      paid-in capital
                          
                          
                          14,175
                          
                          
                          
                          8,425Deficit
      accumulated during the development stage
                          
                          
                          (15,935
                          )
                          
                          
                          (11,935
                          )Total
      stockholder's equity (deficit)
                          
                          
                          (1,750
                          )
                          
                          
                          (3,500
                          )Total
      liabilities and stockholder's equity (deficit)
                          
                          $
                          -
                          
                          
                          $
                          -





See
accompanying notes




13




FREEDOM
5, INC.


A
DEVELOPMENT STAGE COMPANY


STATEMENTS
OF OPERATIONS








For the periodFor the twelve
                
                
                For the twelve
                
                
                June 27, 2006months ended
                
                
                months ended
                
                
                (Inception) toDecember 31, 2008
                
                
                December 31, 2007
                
                
                December 31, 2008Net
      sales
                
                $
                -
                
                
                $
                -
                
                
                $
                -Cost
      of sales
                
                
                -
                
                
                
                -
                
                
                
                -Gross
      profit
                
                
                -
                
                
                
                -
                
                
                
                -General
      and administrative expenses
                
                
                4,000
                
                
                
                5,700
                
                
                
                15,935Net
      loss
                
                $
                (4,000
                )
                
                $
                (5,700
                )
                
                $
                (15,935
                )Weighted
      average number of common shares outstanding (basic and fully
      diluted)
                
                
                100,000
                
                
                
                100,000
                
                
                
                100,000Basic
      and diluted (loss) per common share
                
                $
                (0.040
                )
                
                $
                (0.057
                )
                
                $
                (0.159
                )





See
accompanying notes





14





FREEDOM
5, INC.


A
DEVELOPMENT STAGE COMPANY


STATEMENTS
OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)


For the
period June 27, 2006 (Inception) to December 31, 2008








DeficitAccumulatedAdditional
                
                
                During the
                
                
                Stockholder'sCommon Stock
                
                
                Paid-In
                
                
                Development
                
                
                EquityShares
                
                
                Amount
                
                
                Capital
                
                
                Stage
                
                
                (Deficit)Balance
      - June 27, 2006 (Inception)
                
                
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -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
                )Capital
      contributions - shareholder
                
                
                -
                
                
                
                -
                
                
                
                5,760
                
                
                
                -
                
                
                
                5,760Net
      (loss)
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (5,700
                )
                
                
                (5,700
                )Balance,
      December 31,2007
                
                
                100,000
                
                
                $
                10
                
                
                $
                8,425
                
                
                $
                (11,935
                )
                
                $
                (3,500
                )Capital
      contributions - shareholder
                
                
                -
                
                
                
                -
                
                
                
                5,750
                
                
                
                -
                
                
                
                5,750Net
      (loss)
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (4,000
                )
                
                
                (4,000
                )Balance,
      December 31,2008
                
                
                100,000
                
                
                $
                10
                
                
                $
                14,175
                
                
                $
                (15,935
                )
                
                $
                (1,750
                )





See
accompanying notes





15





FREEDOM
5, INC.


A
DEVELOPMENT STAGE COMPANY


STATEMENTS
OF CASH FLOWS








For the periodFor the twelve
                    
                    
                    For the twelve
                    
                    
                    June 27, 2006months ended
                    
                    
                    months ended
                    
                    
                    (Inception) toDecember 31, 2008
                    
                    
                    December 31, 2007
                    
                    
                    December 31, 2008Cash
      flows from operating activitiesNet
      (loss)
                    
                    $
                    (4,000
                    )
                    
                    $
                    (5,700
                    )
                    
                    $
                    (15,935
                    )Adjustments
      to reconcile net (loss) to net cash used in operating
      activities:(Increase)
      decrease in prepaid expenses
                    
                    
                    -
                    
                    
                    
                    1,500
                    
                    
                    
                    -Increase
      (decrease) in accounts payable
                    
                    
                    (1,750
                    )
                    
                    
                    (1,560
                    )
                    
                    
                    1,750Net
      cash (used in) operating activities
                    
                    
                    (5,750
                    )
                    
                    
                    (5,760
                    )
                    
                    
                    (14,185
                    )Cash flows from
      financing activitiesProceeds
      from issuance of common stock
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    2,100Proceeds
      from additional capital contributions
                    
                    
                    5,750
                    
                    
                    
                    5,760
                    
                    
                    
                    12,085Net
      cash provided by financing activities
                    
                    
                    5,750
                    
                    
                    
                    5,760
                    
                    
                    
                    14,185Net
      increase in cash and cash equivalents
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Cash
      - beginning of period
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Cash
      - end of period
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Supplemental
      disclosure of cash flow information:Taxes
      paid
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Interest
      paid
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -





See
accompanying notes





16





FREEDOM
5, INC.


A
DEVELOPMENT STAGE COMPANY


NOTES TO
FINANCIAL STATEMENTS


December
31, 2008







NOTE
1.                      DEVELOPMENT STAGE
COMPANY





Freedom
5, 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, 2008, 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.




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 stock 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.




17




NOTE
5.                      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
6.                     
INCOME
TAXES





The
Company has approximately $6,974 in gross deferred tax assets at December 31,
2008, 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, 2008. At December 31, 2008, the Company has federal net
operating loss carry forwards of approximately $15,935 available to offset
future taxable income through 2027.





For the
period June 27, 2006 (inception) to December 31, 2008, 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
7.                     
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.




Item 9.  Changes in and
Disagreements with Accountants on Accounting and Financial
Disclosure





None.




Item 9AT.  Controls and
Procedures





Evaluation of Disclosure
Controls and Procedures





In
connection with the preparation of this annual report, an evaluation was carried
out by the Company’s management, with the participation of the principal
executive officer and the principal financial officer, of the effectiveness of
the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of
December 31, 2008. Disclosure controls and procedures are designed to ensure
that information required to be disclosed in 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, and that such
information is accumulated and communicated to management, including the chief
executive officer and the chief financial officer, to allow timely decisions
regarding required disclosures.





Based on
that evaluation, the Company’s management concluded, as of the end of the period
covered by this report, that the Company’s disclosure controls and procedures
were not
effective in recording, processing, summarizing, and reporting information
required to be disclosed, within the time periods specified in the Commission’s
rules and forms, and that such information was not accumulated and communicated
to management, including the principal executive officer and the principal
financial officer, to allow timely decisions regarding required
disclosures.


18


Management’s Report on
Internal Control over Financial Reporting





The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting. The Company’s internal
control over financial reporting is a process, under the supervision of the
principal executive officer and the principal financial officer, designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of the Company’s financial statements for external purposes
in accordance with United States generally accepted accounting principles
(GAAP). Internal control over financial reporting includes those policies and
procedures that:




●
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the Company’s
      assets;





●
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of the financial statements in accordance with generally
      accepted accounting principles, and that receipts and expenditures are
      being made only in accordance with authorizations of management and the
      board of directors; and





●
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use, or disposition of the Company’s assets that
      could have a material effect on the financial
  statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions or that the degree of compliance
with the policies or procedures may deteriorate.





The
Company’s management conducted an assessment of the effectiveness of our
internal control over financial reporting as of December 31, 2008, based on
criteria established in Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission, which
assessment identified material weaknesses in internal control over financial
reporting. A material weakness is a control deficiency, or a combination of
deficiencies in internal control over financial reporting that creates a
reasonable possibility that a material misstatement in annual or interim
financial statements will not be prevented or detected on a timely basis. Since
the assessment of the effectiveness of our internal control over financial
reporting did identify a material weakness, management considers its internal
control over financial reporting to be ineffective.





Management
has concluded that our internal control over financial reporting had the
following deficiency:




●
            We
      were unable to maintain any segregation of duties within our business
      operations due to our reliance on a single individual fulfilling the role
      of sole officer and director. While this control deficiency did not result
      in any audit adjustments to our 2007 or 2008 interim or annual financial
      statements, it could have resulted in a material misstatement that might
      have been prevented or detected by a segregation of duties. Accordingly we
      have determined that this control deficiency constitutes a material
      weakness.





To the
extent reasonably possible, given our limited resources, our goal is, upon
consummation of a merger with a private operating company, to separate the
responsibilities of principal executive officer and principal financial officer,
intending to rely on two or more individuals. We will also seek to expand our
current board of directors to include additional individuals willing to perform
directorial functions. Since the recited remedial actions will require that we
hire or engage additional personnel, this material weakness may not be overcome
in the near term due to our limited financial resources. Until such remedial
actions can be realized, we will continue to rely on the advice of outside
professionals and consultants.





This
annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. We were not required to have, nor have we, engaged our independent
registered public accounting firm to perform an audit of internal control over
financial reporting pursuant to the rules of the Commission that permit us to
provide only management’s report in this annual report.





Changes
in Internal Controls over Financial Reporting





During
the period ended December 31, 2008, there has been no change in internal control
over financial reporting that has materially affected, or is reasonably likely
to materially affect our internal control over financial reporting.





Item 9B.  Other
Information





None


19


PART
III





Item 10.  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, 2008:





Name
              
              Age
              
              Position
              
              TermVirginia
      K. Sourlis
              
              44
              
              President
      and Sole Director
              
              June
      27, 2006 - 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 S-1, Form
10), compliance with FINRA Rules and Regulations, FINRA 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, 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, 2008 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.


20


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 11.  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, 2008.





Name
      and Position
              
              Year
              
              Annual
      CompensationVirginia
      K. Sourlis, President & Sole Director
              
              2008
              
              None





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, 2008, no director expenses were incurred.





Employment
Agreements





The
Company is not a party to any employment agreements.





Item 12.  Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters





The
following tables set forth certain information as of February 27, 2009,
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 13.  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-K.





Item 14.  Principal
Accounting Fees and Services





(1)
Audit Fees




The
aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for our audit of annual financial
statements and review of financial statements included in our quarterly
reports or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those fiscal
years were:




2008
                        
                        $
                        3,000
                        
                        Conner
      & Associates, P.C.2007
                        
                        $
                        4,700
                        
                        Conner
      & Associates,
P.C.


21


(2)
Audit-Related Fees




The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of our financial statements and are not
reported in the preceding paragraph:




2008
              
              $
              0
              
              Conner
      & Associates, P.C.2007
              
              $
              0
              
              Conner
      & Associates, P.C.





(3)
Tax Fees




The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning were:




2008
                
                $
                0
                
                Conner
      & Associates, P.C.2007
                
                $
                0
                
                Conner
      & Associates,
P.C.





(4)
All Other Fees




The
aggregate fees billed in each of the last two fiscal years for the products and
services provided by the principal accountant, other than the services reported
in paragraphs (1), (2), and (3) was:




2008
              
              $
              0
              
              Conner
      & Associates, P.C.2007
              
              $
              0
              
              Conner
      & Associates, P.C.




22




PART
IV.


Item 15.  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 15d-15(e), under the Securities and Exchange Act of
      1934, as amended, with respect to the registrant’s Annual Report on
      Form 10-K for the year ended December 31, 2008.32.1
                
                Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Office and
      Chief
Financial Officer).





*
              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


23


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:
      February 27, 2009
              By:
              /s/ VIRGINIA K.
  SOURLISVirginia
      K. Sourlis
                President
      and Director
                (Principal
      Executive Officer
                and
      Principal Financial Officer)





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following person on behalf of the registrant and in the
capacities and on the dates indicated.





Signature
                
                Title
                
                Date/s/
      VIRGINIA K. SOURLIS
                
                President
      and Director
                
                February
      27, 2009Virginia
      K. Sourlis
                
                (Principal Executive and Financial Officer)


24