UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-Q/A-1  (Mark One)  SQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended March 31, 2008. or  £TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from _______________________  to  ___________________________  Commission File Number:  000-32735  FREEDOM RESOURCES ENTERPRISES, INC. (Exact name of registrant as specified in its charter)  Nevada87-0567033(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)901 East 7800 South84047(Address of principal executive offices)(Zip Code)  (801) 566-5931 (Registrants telephone number, including area code)   (Former name, former address and former fiscal year, if changed since last report)  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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  S   No  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 and smaller reporting company in Rule 12b-2 of the Exchange Act.  Large accelerated filer £ Accelerated filer £  Non-accelerated filer £  (Do not check if a smaller reporting company) Smaller reporting company S  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  S   Yes  £   No  APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  £   Yes   £ No  APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares outstanding of each of the issuers classes of common stock, as of March 31, 2008:  22,413,675  SEC1296 (02-08) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.     Explanatory Note:The purpose of this Amendment No. 1 to the report on Form 10-Q for the period ended March 31, 2008, is to include disclosure of information required pursuant to Regulation S-B and Form 10-Q which was inadvertently omitted from the original annual report filed on April 8, 2008.  In addition, certain language in the certification required pursuant to Rule 13a-14(a) was inadvertently omitted in the original filing and has been corrected in this amended report.  No changes have been made in this Amendment No. 1 to the financial statements filed with the original report.  This Amendment No. 1 continues to speak as of the date of the original Form 10-Q for the quarter ended March 31, 2008, and we have not updated or amended the disclosures contained herein to reflect events that have occurred since the filing of the original Form 10-Q, or modified or updated those disclosures in any way other than as described in the preceding paragraphs.  Accordingly, this Amendment No. 1 should be read in conjunction with our filings made with the SEC subsequent to the filing of the original Form 10-Q on April 8, 2008.  2   FREEDOM RESOURCES ENTERPRISES, INC. FORM 10-Q MARCH 31, 2008  INDEX PagePART I.Financial Information4Item 1Unaudited Condensed Financial Statements5Unaudited Condensed Balance Sheet  March 31, 2008 and December 31, 20077Unaudited Condensed Statements of Operations for the three months ended March 31, 2008 and 2007, and from inception on November 6, 1996 through March 31, 20088Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2008 and 2007, and from inception on November 6, 1996 through March 31, 20089Notes to Unaudited Condensed Financial Statements10Item 2Managements Discussion and Analysis of Financial Condition or Plan of Operation12Item 4TControls and procedures15PART II.Other InformationItem 4Submission of Matters to a Vote of Security Holders.16Item 6Exhibits.16Signatures17  (Inapplicable items have been omitted)   3   PART I. Financial Information  Item 1.  Financial Statements  The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2008 and 2007 and for the periods then ended have been made.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Companys December 31, 2007 audited financial statements.  The results of operations for the periods ended March 31, 2008 and 2007 are not necessarily indicative of the operating results for the full year.          4           FREEDOM RESOURCES ENTERPRISES, INC. [A Development Stage Company]  UNAUDITED CONDENSED FINANCIAL STATEMENTS  MARCH 31, 2008         5   FREEDOM RESOURCES ENTERPRISES, INC. [A Development Stage Company]     CONTENTS  PAGEUnaudited Condensed Balance Sheets, March 31, 2008 and December 31, 20077Unaudited Condensed Statements of Operations, for the three months ended March 31, 2008 and 2007 and from inception on November 6, 1996 through March 31, 20088Unaudited Condensed Statements of Cash Flows, for the three months ended March 31, 2008and 2007 and from inception on November 6,1996 through March 31, 20089Notes to Unaudited Condensed Financial Statements10    6   FREEDOM RESOURCES ENTERPRISES, INC. [A Development Stage Company]  UNAUDITED CONDENSED BALANCE SHEETS   ASSETSMarch 31,December 31,20082007CURRENT ASSETS:Cash$132$774Prepaid expense-1,416Total Current Assets1322,190PROPERTY AND EQUIPMENT, net--OTHER ASSETS:Manuscripts and transcripts, net--Total Assets$132$2,190LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT LIABILITIES:Accounts payable$15,073$5,215Accrued taxes-100Accrued interest  related party639539Advances from a shareholder72,50072,500Current portion convertible notes5,0005,000Total Current Liabilities93,21283,354STOCKHOLDERS' EQUITY (DEFICIT):Preferred stock, $.001 par value,5,000,000 shares authorized,no shares issued and outstanding--Common stock, $.001 par value,100,000,000 shares authorized,2,800,000 shares issued and outstanding2,8002,800Capital in excess of par value78,56277,112Deficit accumulated during thedevelopment stage(174,442)(161,076)Total Stockholders' Equity (Deficit)(93,080)(81,164)$132$2,190  Note: The balance sheet at December 31, 2007 was taken from the audited financial statements at that date and condensed.   The accompanying notes are an integral part of these unaudited condensed financial statements.  7   FREEDOM RESOURCES ENTERPRISES, INC. [A Development Stage Company]  UNAUDITED CONDENSED STATEMENTS OF OPERATIONS  For the ThreeFrom InceptionMonths Endedon November 6,March 31,1996 Through200820072008REVENUE$-$-$3,560EXPENSES:Depreciation and amortization--4,174General and administrative11,8165,849129,710Research and development--15,674Impairment of long-lived assets--21,285Total Expenses11,8165,849170,843LOSS BEFORE OTHER INCOME (EXPENSE)(11,816)(5,849)(170,843)OTHER INCOME (EXPENSE):Interest income--1,216Interest expense  related party(1,550)(1,401)(12,251)Gain on settlement of debt--4,097Total Other Income (Expense)(1,550)(1,401)(6,938)LOSS BEFORE INCOMETAXES(13,366)(7,250)(174,221)CURRENT TAX EXPENSE---DEFERRED TAX EXPENSE---LOSS FROM CONTINUINGOPERATIONS(13,366)(7,250)(174,221)CUMULATIVE EFFECT OF CHANGEIN ACCOUNTING PRINCIPLE--(221)NET LOSS$(13,366)$(7,250)$(174,442)LOSS PER COMMON SHARE:Continuing operations$(.00)$(.00)Change in accounting principle--Loss per common share$(.00)$(.00)  The accompanying notes are an integral part of these unaudited condensed financial statements.  8   FREEDOM RESOURCES ENTERPRISES, INC. [A Development Stage Company]  UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS For the ThreeFrom InceptionMonths Endedon November 6,March 31,1996 ThroughMarch 31,200820072008Cash Flows from Operating Activities:Net loss$(13,366)$(7,250)$(174,442)Adjustments to reconcile net loss to net cash provided(used) by operating activities:Amortization expense--2,432Depreciation expense--1,742Loss on impairment of long-lived assets--21,285Effect of change in accounting principle--221Gain on settlement of debt--(4,097)Non cash expenses1,4501,20111,444Changes in assets and liabilities:Increase (decrease) in accounts payable9,858-19,170Increase (decrease) in accrued taxes(100)(100)-Increase in accrued interest  related party100200807Decrease in prepaid expense1,416--Net Cash Provided (Used) by Operating Activities(642)(5,949)(121,438)Cash Flows from Investing Activities:Purchase of property and equipment--(1,742)Organization costs--(288)Cost of manuscripts--(23,650)Net Cash (Used) by Investing Activities--(25,680)Cash Flows from Financing Activities:Proceeds from sale of common stock--59,750Stock offering costs--(5,000)Proceeds from issuance of notes payable--20,000Advances from a shareholder-5,00072,500Net Cash Provided by Financing Activities-5,000147,250Net Increase (Decrease) in Cash(642)(949)132Cash at Beginning of Period7743,805-Cash at End of Period$132$2,856$132Supplemental Disclosures of Cash Flow Information:Cash paid during the period for:Interest$-$-$-Income taxes$-$-$-  Supplemental Schedule of Noncash Investing and Financing Activities: For the three months ended March 31, 2008: The Company imputed interest on advances, which totaled $1,450.  The amount was contributed to capital by a related party. For the three months ended March 31, 2007: The Company imputed interest on advances, which totaled $1,201.  The amount was contributed to capital by a related party.  The accompanying notes are an integral part of these unaudited condensed financial statements.  9    FREEDOM RESOURCES ENTERPRISES, INC. [A Development Stage Company]  NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS  NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Organization - Freedom Resources Enterprises, Inc. (the Company) was organized under the laws of the State of Nevada on November 6, 1996. The Company has not generated significant revenues from its planned principal operations and is considered a development stage company as defined in Statement of Financial Accounting Standards No. 7. The Company originally planned to research and publish a self-improvement book based on the insights and understanding of major world cultures.  However, the Company never published the book but instead has used the materials gathered during its research to develop a series of eight self-help workshops.  Because the Company has not generated expected revenue, on October 1, 2005 the Company decided to pursue other business opportunities. The Company, at the present time, is defined by the SEC as a shell company. A shell company, (other than an asset-backed issuer), is a company with no or nominal operations and either no or nominal assets, or assets consisting solely of cash and cash equivalents, or assets consisting of any amount of cash and cash equivalents and nominal other assets.The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.  Condensed Financial Statements -The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, at March 31, 2008 and the results of operations and cash flows at March 31, 2008 and 2007 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Companys December 31, 2007 audited financial statements.  The results of operations for the periods ended March 31, 2008 and 2007 are not necessarily indicative of the operating results for the full year.  NOTE 2 - CONVERTIBLE NOTE PAYABLE  RELATED PARTY  In August 2006, the Company issued a $5,000 note payable to a shareholder of the Company. The note accrues interest at 8% per annum, is due in August 2008, and is convertible with accrued interest into 200,000 shares of common stock.  At March 31, 2008, accrued interest amounted to $639.  NOTE 3 - CAPITAL STOCK  Preferred Stock - The Company has authorized 5,000,000 shares of preferred stock, $.001 par value with such rights, preferences and designations and to be issued in such series as determined by the Board of Directors. No shares are issued and outstanding at March 31, 2008.  Common Stock  The Company has authorized 100,000,000 shares of Common Stock, $.001 par value, with such rights, preferences and designations and to be issued in such series as determined and by the Board of Directors. At March 31, 2008 there were 2,800,000 shares issued and outstanding.  10   FREEDOM RESOURCES ENTERPRISES, INC. [A Development Stage Company]  NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS  NOTE 4 - RELATED PARTY TRANSACTIONS  Advance from a Shareholder  During 2007 and 2006, an officer/shareholder of the Company advanced $72,500 to the Company.  At March 31, 2008 and December 31, 2007 the Company owed $72,500 and $72,500, respectively, to the officer/shareholder. The advances bear no interest and are due on demand; however, the Company is imputing interest at 8% per annum.  During the three month period ended March 31, 2008 and 2007, respectively, the Company imputed interest expense of $1,450 and $1,201. The imputed interest has been contributed to Capital in Excess of Par.  NOTE 5 - GOING CONCERN  The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.  However, the Company has incurred losses since its inception and has current liabilities in excess of current assets.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of its common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.  NOTE 6 - LOSS PER SHARE  The following data show the amounts used in computing loss per share for the periods presented:  For the Three Months Ended March 31,20082007Loss from continuing operations available tocommon Shareholders (numerator)$(13,366)$(7,250)Cumulative effect of change inaccounting principle (numerator)$-$-Weighted average number of common sharesoutstanding used in loss per share for theperiod (denominator)2,800,0002,600,000  At March 31, 2008, the Company had notes payable convertible to 200,000 shares of common stock which were not used in the computation of loss per share because their effect would be anti-dilutive. Dilutive loss per share was not presented; as the Company had no common stock equivalent shares for all periods presented that would affect the computation of diluted loss per share.   11    Item 2.  Managements Discussion and Analysis of Financial Condition or Plan of Operation  Forward-Looking Statement Notice  This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  For this purpose any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements.  Without limiting the foregoing, words such as may, will, expect, believe, anticipate, estimate or continue or comparable terminology are intended to identify forward-looking statements.  These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control.  These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.  Description of Business.  Freedom Resources Enterprises, Inc. was incorporated in the state of Nevada on November 6, 1996 to research and publish a self-improvement book based on the insights and understandings of major world cultures.  The working title for the proposed book was Personal Freedom and Prosperity.  We did not publish the book, but instead used materials gathered during our research to develop a series of eight self-help workshops.  Each self-taught workshop consists of an audiotape and a workbook. The workshops are sold online under a marketing agreement with Life Discovery Institute, a related party that maintains a website dedicated to self-improvement products and education.  As of March 31, 2008, we have total revenue of $3,560 since inception on November 6, 1996.  Because we have not generated expected revenue, on October 1, 2005 we decided to pursue other business opportunities.  Freedom Resources Enterprises, Inc. intends to seek, investigate, and if warranted, acquire an interest in a business opportunity.  We are not restricting our search to any particular industry or geographical area.  We may therefore engage in essentially any business in any industry.  Our management has unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions and other factors.  The selection of a business opportunity in which to participate is complex and extremely risky and will be made by management in the exercise of its business judgment.  There is no assurance that we will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to our company and shareholders.  Because we have no specific business plan or expertise, our activities are subject to several significant risks.  In particular, any business acquisition or participation we pursue will likely be based on the decision of management without the consent, vote, or approval of our shareholders.  Sources of Opportunities  We anticipate that business opportunities may arise from various sources, including officers and directors, professional advisers, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals.  12   We will seek potential business opportunities from all known sources, but will rely principally on the personal contacts of our officers and directors as well as indirect associations between them and other business and professional people. Although we do not anticipate engaging professional firms specializing in business acquisitions or reorganizations, we may retain such firms if management deems it in our best interests.  In some instances, we may publish notices or advertisements seeking a potential business opportunity in financial or trade publications.  Criteria  We will not restrict our search to any particular business, industry or geographical location.  We may acquire a business opportunity in any stage of development.  This includes opportunities involving start up or new companies. In seeking a business venture, management will base their decisions on the business objective of seeking long-term capital appreciation in the real value of our company.  We will not be controlled by an attempt to take advantage of an anticipated or perceived appeal of a specific industry, management group, or product.  In analyzing prospective business opportunities, management will consider the following factors:  · available technical, financial and managerial resources;  · working capital and other financial requirements;  · the history of operations, if any;  · prospects for the future;  · the nature of present and expected competition;  · the quality and experience of management services which may be available and the depth of the management;  · the potential for further research, development or exploration;  · the potential for growth and expansion;  · the potential for profit;  · the perceived public recognition or acceptance of products, services, trade or service marks, name identification; and other relevant factors.  Generally, our management will analyze all available factors and make a determination based upon a composite of available facts, without relying on any single factor.  Methods of Participation of Acquisition  Management will review specific businesses and then select the most suitable opportunities based on legal structure or method of participation.  Such structures and methods may include, but are not limited to, leases, purchase and sale agreements, licenses, joint ventures, other contractual arrangements, and may involve a reorganization, merger or consolidation transaction.  Management may act directly or indirectly through an interest in a partnership, corporation, or other form of organization.  13   Procedures  As part of our investigation of business opportunities, officers and directors may meet personally with management and key personnel of the firm sponsoring the business opportunity.  We may visit and inspect material facilities, obtain independent analysis or verification of certain information provided, check references of management and key personnel, and conduct other reasonable measures.  We will generally ask to be provided with written materials regarding the business opportunity.  These materials may include the following:  · descriptions of product, service and company history; management resumes;  · financial information;  · available projections with related assumptions upon which they are based;  · an explanation of proprietary products and services;  · evidence of existing patents, trademarks or service marks or rights thereto;  · present and proposed forms of compensation to management;  · a description of transactions between the prospective entity and its affiliates;  · relevant analysis of risks and competitive conditions;  · a financial plan of operation and estimated capital requirements;  · and other information deemed relevant.  Competition  We expect to encounter substantial competition in our efforts to acquire a business opportunity. The primary competition is from other companies organized and funded for similar purposes, small venture capital partnerships and corporations, small business investment companies and wealthy individuals.  Employees  We do not currently have any employees but rely upon the efforts of our officers and directors to conduct our business. We do not have any employment or compensation agreements in place with our officers and directors although they are reimbursed for expenditures advanced on our behalf.  Description of Property.  We do not currently own any property.  We utilize office space in the residence of our President Neil Christiansen at no cost.  We will not seek independent office space until we pursue a viable business opportunity and recognize income.  14   Three Month Period Ended March 31, 2008 and 2007  Our revenues since inception total $3,560 and we have a cumulative net loss of $170,955 from inception through March 31, 2008.  Our revenues for the three months ending March 31, 2008 were $0 compared to $0 for the same period in 2007. For the three months ending March 31, 2008 net loss was $13,366 compared to $7,250 for the same period in 2007. Expenses during the three months ended March 31, 2008, consisted of $11,816 in general and administrative expense and $0 in depreciation and amortization.  Expenses during the comparable period in 2007 consisted of $0 in depreciation and amortization and $5,849 in general and administrative expenses.  The Company has one $5,000 convertible promissory note issued to a shareholder.  Accrued interest on the notes totaled $639 and 239 for the three months ended March 31, 2008 and 2007, respectively.  As of March 31, 2008 our total assets were $132 consisting of cash.  Total liabilities at March 31, 2008 are $93,212 consisting of $15,073 in accounts payable, $639 in accrued interest to related parties, convertible notes payable to a shareholder of $5,000, and shareholder advances of $72,500.  The shareholder advances bear no interest, are due on demand, and were made by the President of the Company; however, the Company is imputing interest at 8% per annum.  During the three months ended March 31, 2008 and 2007, respectively, the Company imputed interest expense of $1,450 and $1,201.  Liquidity and Capital Resources  At March 31, 2008 we had $132 in cash and have had total revenues since inception of $3,560. We estimate that general and administrative expenses for the next twelve months will be approximately $14,000.  At March 31, 2008 we also had total liabilities of $93,212.  As a result, we will need to generate up to $108,000 to pay our debts and meet our ongoing financial needs.  Since inception we have primarily financed our operations through the sale of common stock.  In order to raise the necessary capital to maintain our reporting company status, we may sell additional stock, arrange debt financing or seek advances from our officers or shareholders.  We do not have any commitments for financing.  Item 3. Quantitative and Qualitative Disclosures About Market Risk.  Not required by smaller reporting companies.  Item 4T. Controls and Procedures.  Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our president and our chief financial officer, carried out an evaluation of the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the "Evaluation Date"). Based upon that evaluation, our president and our chief financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms and (ii) is accumulated and communicated to our management, including our president and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.  Changes in Internal Control Over Financial Reporting. There were no changes in our internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  15   PART II  OTHER INFORMATION  Item 4. Submission of Matters to a Vote of Security Holders.  On February 22, 2008, our Board of Directors approved an amendment to our Articles of Incorporation to effect an increase in our authorized capital stock to 100,000,000 shares of Common Stock.  On February 22, 2008, holders of a majority of our outstanding Common Stock (68%) as of the Record Date approved the amendment to our Articles of Incorporation to effect an increase in the authorized capital of the Company to 100,000,000.  Complete details regarding the amendment can be viewed in our 14C Information Statement filed with the Securities and Exchange Commission on March 4, 2008.  Item 6. Exhibits  Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-B.  SEC Ref. No.Title of DocumentLocation31Certification of the Principal Executive Officer/ PrincipalAttachedFinancial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232Certification of Chief Executive Officer and Chief FinancialAttachedOfficer pursuant to section 906 of the Sarbanes-Oxley Actof 2002   16   SIGNATURES  Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended 10-Q report to be signed on its behalf by the undersigned thereunto duly authorized.  FREEDOM RESOURCES ENTERPRISES, INC.(Registrant)Date: April 25, 2008/s/ Neil ChristiansenChief Executive OfficerChief Financial Officer   17