EXHIBIT
      31.1





**Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer**





**Pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002**


**and
      Securities and Exchange Commission Release 34-46427**





I,
      Virginia K. Sourlis, certify that:





1.    I
      have reviewed this Amendment No.1 to the Annual Report on Form 10-KSB of Freedom
      5, Inc.;





2.    Based
      on my knowledge, this annual report does not contain any untrue statement of
      a
      material fact or omit to state a material fact necessary to make the statements
      made, in light of the circumstances under which such statements were made,
      not
      misleading with respect to the period covered by this annual
      report;





3.    Based
      on my knowledge, the financial statements, and other financial information
      included in this annual report, fairly present in all material respects the
      financial condition, results of operations and cash flows of the small business
      issuer as of, and for, the periods present in this annual report;





4.    The
      small business issuer’s other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
      reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
      small business issuer and have:





(a)    designed
      such disclosure controls and procedures, or caused such disclosure controls
      and
      procedures to be designed under my supervision, to ensure that material
      information relating to the registrant, including its consolidated subsidiaries,
      is made known to me by others within those entities, particularly during the
      period in which this annual report is being prepared;





(b)    designed
      such internal control over financial reporting, or caused such internal control
      over financial reporting to be designed under our supervision, to provide
      reasonable assurance regarding the reliability of financial reporting and the
      preparation of financial statements for external purposes in accordance with
      generally accepted accounting principles;





(c)    evaluated
      the effectiveness of the small business issuer’s disclosure controls and
      procedures and presented in this annual report my conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this annual report based on such evaluation;





(d)    disclosed
      in this annual report any change in the registrant’s internal control over
      financing reporting that occurred during the registrant’s most recent fiscal
      quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
      that has materially affected, or is reasonably likely to materially affect,
      the
      registrant’s internal control over financial reporting; and





5.    I
      have disclosed, based on my most recent evaluation of internal control over
      financial reporting, to the registrant’s auditors and the audit committee of the
      registrant’s board of directors (or persons performing the equivalent
      functions):





(a)    all
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonable likely to
      adversely affect the registrant’s ability to record, process, summarize and
      report financial information; and









(b)    any
      fraud, whether or not material, that involved management or other employees
      who
      have a significant role in the registrant’s internal control over financial
      reporting.


Dated:
                July 23, 2008
            By:
            /s/ Virginia
                K. SourlisVirginia
                K. Sourlis
              President(Principal
                Executive Officer)
              (Principal
                Financial Officer)