SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-KSB/A 2

Annual Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

(Mark One)

[ X ]

Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2004



[   ]

Transition report under 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.

(Name of small business issuer in its charter)



| |                                                                       |                                             
| | --------------------------------------------------------------------- | --------------------------------------------
| | Nevada
(State or other jurisdiction of incorporation
or organization) | 87-0567033
(IRS Employer Identification No.)



901 East 7800 South, Midvale, UT 84047

(Address of principal executive offices)



Issuers telephone number, including area code (801) 566-5931



Securities registered pursuant to Section 12(b) of the Exchange Act: None



Securities registered under Section 12(g) of the Exchange Act: None



Common Stock, par value $0.001

(Title of class)



Check whether the Issuer (1) filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such report(s), and (2) has been subject to such filing requirements for the past 90 days.  Yes [ ]   No [X ]



Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is contained in this form, and no disclosure will be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this form 10-KSB or any amendment to this Form 10-KSB. [    ]



The issuers revenue for its most recent fiscal year was: $2,060.



The aggregate market value of the issuers voting stock held as of December 31, 2004, by non-affiliates of the issuer was $-0-.  There was no active trading market and no quote for Freedom Resources Enterprises, Inc. during fiscal year 2004, therefore the value is deemed to be $-0-.



As of December 31, 2004 the issuer had 4,750,000 shares of its $.001 par value common stock outstanding.  The shares outstanding reflect a 10 for 1 forward stock split effected in February 2005.



Transitional Small Business Format:  Yes [   ]   No [ X ]

Documents incorporated by reference: none



1





FREEDOM RESOURCES ENTERPRISES, INC.



INDEX

|         |                                                                                                                                                                                                                                                                                                                                                                                              |                   
|-------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------
|         |                                                                                                                                                                                                                                                                                                                                                                                              | Page              
|PART I   | Item 1.  Description of Business

Item 2.  Description of Property

Item 3.  Legal Proceedings

Item 4.  Submission of Matters to a Vote of Security Holders                                                                                                                                                                                                                                 | 3

5

5

5        
|PART II  | Item 5.  Market for Common Equity and Related Stockholder Matters

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

Item 7.  Financial Statements

Item 8.  Changes In and Disagreements with Accountants on Accounting and Financial Disclosure                                                                                                                          | 6

6

7


7       
|PART III | Item 9.  Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act

Item 10.  Executive Compensation

Item 11.  Security Ownership of Certain Beneficial Owners and Management

Item 12.  Certain Relationships and Related Transactions

Item 13.  Exhibits and Reports on Form 8-K

Item 14.  Principal Accountant Fees and Services | 8

8

9

9

10

10
|         | Signatures                                                                                                                                                                                                                                                                                                                                                                                   | 11                



(Inapplicable items have been omitted)



2







PART I



Forward-Looking Statement Notice



This Form 10-KSB 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-KSB 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.



Item 1.  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 are using materials gathered during our research to develop and sell a series of eight self-help workshops.  Each self-taught workshop consists of an audiotape and a workbook presenting techniques in critical thinking, self-image psychology, and self-motivation. These workshops are sold online under a marketing agreement with Life Discovery Institute, a company that maintains a website dedicated to self-improvement and education.



We are dedicated to the discovery and implementation of critical insights and understandings that are intended to give people a clearer view of themselves, others, and the world in which they live.  Our research indicates that cultures either prosper or decline as a result of the fundamental views held by its citizenry.  We believe these fundamental views are the product of contributions from many disciplines.  While some of these contributions help produce honest and clear thinking, other contributions produce dishonesty and confusion, leading to an eventual social decline.



Our primary purpose is to help people improve the quality of their lives and contribute to society in general.  We believe that clear and thoughtful views are essential for a society to thrive and our workshops are intended to help people develop techniques that facilitate clear and honest thinking.  We hope that our workshops will help people achieve greater personal freedom and prosperity, and thereby contributing to society.



Our Products



Our research has been condensed into a series of eight self-taught workshops.  Each workshop consists of an audiotape and a workbook directed toward improving a particular facet of an individuals quality of life or interaction with others.



The eight workshops are titled:



·

Provisional vs. Providential Living: This workshop introduces our research and explains our philosophy.



·

The Reality-Based Dream: This workshop attempts to help people to distinguish between internal conflicts and external forces in business dealings and personal relationships.



·

Real and Assumed Needs: This workshop is directed towards helping people identify and prioritize their needs and desires.



3







·

Real Choice: This workshop is intended to help people make decisions that will have a positive impact on their lives and the lives of others.



·

Circumstances-- Friend or Foe: This workshop examines how people deal with conflict and suggests strategies to achieve positive results under negative circumstances.



·

Destiny vs. Fate: This workshop provides strategies intended to help people exercise greater control over their lives.



·

Meaning and The Dream: This workshop is intended to help people identify what is truly important in their lives and suggests strategies for achieving personal goals.



·

Never Ending Journey: This is the final workshop in the series, summarizing our research and self-improvement strategies.



Our Contract with Life Discovery Institute



From August 1999 though October of 2000, Freedom Resources invested approximately $15,674 toward developing a website for marketing our products via the Internet.  Ultimately, we did not launch the website.  Instead, we assigned our interest in the website to Life Discovery Institute (LDI), an education and publishing organization operated by our President, Neil Christiansen.  Our agreement began on May 31, 2001 and runs through May 31, 2006.  Under the agreement, we assigned all of our interest and investment in developing the website to LDI who completed development and launched the website.  In exchange for our prior investment in the website, LDI allows us to market our workshops at no charge through the LDI website.  This is currently the only source of distribution for our workshops.  We may eventually seek additional sources of marketing, however, we have no agreements or understandings to that effect at the present time.



Customers may access and purchase our products by visiting the LDI homepage and clicking on either Organizations or Authors.  Each of these headings leads to a drop-down menu with links to Freedom Resources products with descriptions and prices of the individual workshops.  Customers may either download workshops directly from the website or have the materials mailed. Our workshops are currently priced at $49.00 for the general public and $39.00 for LDI members.  LDI sells memberships for $39.00 per year.  We do not receive any of the proceeds from the sale of LDI memberships.



The Internet and Our Target Markets



We intend to use the Internet as our primary source of distribution.  We believe that providing our products through the Internet will allow us to minimize the expenses associated with traditional offline personal and professional programs.  For example, we will not have many of the overhead expenses associated with on-site retail operations such as rental, utility fees, and labor costs.



Our business targets the self-improvement market.  We believe that Life Discovery Institute and similar websites provide an online destination for people seeking guidance in their personal and professional lives.  Accordingly, we believe our success will be dependent on targeting both the business and personal markets.  We believe that these markets are looking for:



a resource to help them make positive changes in the key areas of their lives;



access to advice;



interaction with other people seeking to make similar changes; and



4







products and services that will support these efforts.



We intend to continue developing and marketing products directed toward achieving these goals.  We are also considering other strategies to promote Freedom Resources products.  Possible strategies include direct advertising to the business community through targeted publications, radio stations and cross-promotional arrangements.  We also plan to leverage other audience building strategies through the LDI website.



Competition



Our biggest challenge in the coming months will be establishing our identity in the E-commerce arena.  There are hundreds if not thousands of self-improvement and health care related websites.  Many of our competitors utilize much of the same philosophy for self-improvement and motivation, and use the same or similar media for marketing their products and services.  Leading websites dedicated to self-improvement include selfimprovementonline.com and SelfGrowth.com.  These websites typically provide online articles and workshops, as well as ordering platforms for motivational books, video and audio tapes.  Many of these websites also provide online registration for motivational seminars and conferences.



We also face competition from large, well-established companies providing motivational seminars and product sales.  We believe that leading competitors in the area of motivational speaking and product sales include Tony Robbins, Wayne Dyer, Zig Zigler and Deepak Chopra.   These competitors have considerably greater financial, marketing, sales and technical resources than those available to us.



Employees



We do not currently have any employees but rely on the efforts of our president, Mr. Neil Christiansen to conduct our business.  Mr. Christiansen has not devoted any significant time towards the Company in the past but intends to devote up to 20 hours per week as we implement our marketing plan.  We have also occasionally contracted for outside consulting work in developing our products.  At such time as our growth requires, we will consider adding part-time or full-time employees, however, we do not contemplate hiring employees in the foreseeable future.



Item 2.  Description of Property



We do not currently own or lease any property.  Mr. Christiansen allows us to use his office at 901 East 7800 South in Midvale, Utah on a rent-free basis.  Our current operations do not require independent facilities and we expect this arrangement to continue until our activities expand to a point necessitating relocation.



Item 3.  Legal Proceedings



Management is not aware of any current or pending legal proceedings involving Freedom Resources, our officers or directors.



Item 4.  Submission of Matters to a Vote of Securities Holders



No matters were submitted to a vote of security holders during the period covered by this report.







5





PART II



Item 5.  Market for Common Equity and Related Stockholder Matters



There currently is no active trading for Freedom Resources Common Stock on a recognized exchange.



At December 31, 2004, the number of record holders of our Common Stock was 32. Total shares issued and outstanding were 4,750,000. The shares outstanding reflect a 10 for 1 forward stock split effected in February 2005.  Such number of record holders was determined from our shareholders list, and does not include beneficial owners whose shares are held in nominee accounts with brokers, dealers, banks and clearing agents.



We have not paid any dividends upon our Common Stock and do not contemplate paying any dividends in the foreseeable future.  Our ability to pay dividends is subject to limitations imposed by Nevada law. Under Nevada law, dividends may be paid to the extent that a corporations assets exceed its liabilities and it is able to pay its debts as they become due in the usual course of business.



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



Results of Operations For the Periods Ending December 31, 2004 and December 31, 2003



We have a total of $2,060 in revenues generated to date.  Net loss was $2,129 for the year ended December 31, 2004 and $20,946 for the year ended December 31, 2003.  Cumulative net loss since inception on November 6, 1996 through December 31, 2004 was $102,517.



Expenses during the year ended December 31, 2004 were $4,021.  Expenses consisted of $263 in depreciation and amortization costs and $3,758 in general and administrative costs.  Expenses for the year ended December 31, 2003 were $20,946 consisting of $20,598 in general and administrative costs and $348 in depreciation and amortization.  General and administrative costs during both 2004 and 2003 were almost exclusively due to professional, legal and accounting fees associated with our public filings and with preparing a Registration Statement on Form 10-SB.  At the date of this report, the Registration is effective.



We earned $0 in interest income and incurred interest expense of $168 for the year ended December 31, 2004. Our interest income and interest expense for the year ended December 31, 2003 was $0 and $0 respectively.



As of December 31, 2004, we had total assets of $247 consisting of cash.  At December 31, 2003 assets were $335 consisting of $72 in cash and $263 in property and equipment.  Total current liabilities at December 31, 2004 were $50,096 consisting of $48,688 in accounts payable, $120 in advances from a shareholder, $420 in a related party accounts payable, and $868 in accrued taxes.  At December 31, 2003 current liabilities were $53,223 consisting of $52,389 in accounts payable and $120 in an advances from a shareholder, and $714 in accrued taxes.



In April 2004 we borrowed $5,000 from a shareholder and issued a convertible promissory note. The note accrued interest at 8% per annum, and was due in April 2006 and was convertible, with accrued interest, into 1,000,000 shares of common stock.  In September of 2004, the shareholder exercised his conversion right and the Company issued 1,000,000 shares of common stock.



Liquidity and Capital Resources



At December 31, 2004 we had $247 in cash and have generated only $2,060 in revenue.  We expect that we will eventually generate additional revenue through the sale of our workshops on the LDI website, however, we cannot assure this.  If LDI does not succeed in selling our workshops we may seek alternate marketing channels of distribution.  We are not seeking other marketing sources at the present time and we do not have a contingency plan if our agreement with LDI is unprofitable.



6







We anticipate that our expenses will increase over the next twelve months due to ongoing accounting and legal fees relating to our status as a reporting company.  We estimate that resulting general and administrative expenses for the next twelve months will be approximately $10,000 to $15,000.  We also have current liabilities of $50,096.  As a result, we will need to raise approximately $70,000 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 continue operations, we may sell additional stock, arrange debt financing or seek advances from our officers or shareholders.  We do not have any commitments for financing.



Plan of Operation



We expect to encounter significant difficulties in effectuating our business plan.  As of December 31, 2004, we have generated a total of $2,060 in revenue.  Because of our history of losses, lack of profitable operations and working capital deficit our auditors have expressed substantial doubt about our ability to continue as a going concern.



Although online spending has increased substantially over the past five years, we have not benefited from this trend.  To date, we have not generated substantial revenue from the sale of our products and establishing our presence in the Internet marketplace continues to be an obstacle.  We hope to eventually generate revenue as we implement our business plan.  However, we cannot guarantee that the LDI website will emerge as a viable marketing platform or that we will be successful in our efforts to establish a profitable online presence.



During the next twelve months we anticipate that our president, Neil Christiansen, will be actively working with LDI to promote our products and attract customers to the website.  Very little work in this area has heretofore been done.  Possible strategies include working with search engine submissions, news group postings and cross-promotions with affinity sites to properly index materials.



Item 7.  Financial Statements



The response to this item is incorporated by reference to the financial statements beginning at page 12.





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



None



Item 8A.  Controls and Procedures



(a)

Evaluation of Disclosure Controls and Procedures.  The Company's management, with the participation of the chief executive officer and the chief financial officer, carried out an evaluation of the effectiveness of the Company's "disclosure, controls and procedures" (as defined in the Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this annual report (the "Evaluation Date").  Based upon that evaluation, the chief executive officer and the chief financial officer concluded that, as of the Evaluation Date, the Company's disclosure, controls and procedures are effective, providing them with material information relating to the Company as required to be disclosed in the reports the Company files or submits under the Exchange Act on a timely basis.



(b)

Changes in Internal Control over Financial Reporting.  There were no changes in the Company's internal controls over financial reporting, known to the chief executive officer or the chief financial officer, that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.





7





Item 8B. Other Information



There are no further disclosures. All information that was required to be disclosed in a Form 8-K during the fourth quarter, 2004 has been disclosed.



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



The following table sets forth the name, age, position and office term of each executive officer and director of the Company.



|                  |     |                        |               
|----------------- | --- | ---------------------- | --------------
|Name              | Age | Position               | Since         
|Neil Christiansen | 69  | President and Director | November, 1996
|Margie Aliprandi  | 47  | Secretary and Director | November, 1996
|Charisse Orton    | 38  | Treasurer and Director | November, 1996



All officers hold their positions at the will of the Board of Directors.  All directors hold their positions for one year or until their successors are elected and qualified.  Set forth below is certain biographical information regarding each of our executive officers and directors:

Neil Christiansen, President and Director.  Following his college graduation, Mr. Christiansen worked in secondary education as a teacher and administrator until entering the business world in 1965, when he founded Heartland Realty in Salt Lake City, Utah.  From 1976 to 1982, he served as the Republican State Chairman for Utah.  In 1983, he became the founding director of Search for Common Ground, a Washington DC based organization established to engage leaders in the Soviet and U.S. governments and business in meaningful dialogue.  From 1984 to 1986, he coordinated the international acquisition, shipment, and distribution of multiple speed cassette copiers into various parts of the Soviet Union for The Door of Hope.  In 1986, Mr. Christiansen founded Free Indeed, a foundation dedicated to developing personal growth programs.  Since 1998, he has been self-employed, devoting his time to research, publishing curricula, leading seminars and directing self-improvement workshops and conferences.

Margie Aliprandi, Secretary and Director.  Ms. Aliprandi has been a distributor for New Way, Inc., a multi-level marketing company since 1980.



Charisse Orton, Treasurer and Director.  Since 1989, Ms. Orton has been a Home Economics teacher at Murray High School in Salt Lake City, Utah.  She is also the managing partner of C.I.C., a real estate investment company located in Salt Lake City, Utah since 1998.



Other Reporting Company Activities



None.



Item 10.  Executive Compensation



We have no arrangements for the remuneration of officers and directors, except that they will be entitled to receive reimbursement for actual, demonstrable out-of-pocket expenses, including travel expenses, if any, made on our behalf in the investigation of business opportunities.  No remuneration has been paid to our officers or directors.  There are no agreements or understandings with respect to the amount or remuneration those officers and directors are expected to receive in the future.  Management takes no salaries from us and we do not anticipate paying any salaries in the foreseeable future.  At the date of this report, no stock options have been issued to our directors.



8







Item 11.  Security Ownership of Certain Beneficial Owners and Management



The following table sets forth as of December 31, 2004, the name and the number of shares of our Common Stock, par value $.001 per share, held of record or beneficially by each person who held of record, or was known by us to own beneficially, more than 5% of the 4,750,000 issued and outstanding shares of the our Common Stock, and the name and shareholdings of each director and of all officers and directors as a group.  The shares outstanding reflect a 10 for 1 forward stock split effected in February 2005.



|                                                                     |                                     |            
|-------------------------------------------------------------------- | ----------------------------------- | -----------
|Name and Address                                                     | Number of Shares Beneficially Owned | % of Shares
|Neil Christiansen (1)
901 East 7800 South
Midvale, UT  84047         | 2,300,000                           | 48.42%     
|Sparrow, Inc.
899 South Artistic Circle
Springville, Utah   84663    | 1,187,500                           | 25.0%      
|Margie Aliprandi (1)
6466 Crest Mount Drive
Salt Lake City, UT 84121 | 106,250                             | 2.2%       
|Charisse Orton (1)
10149 Silver Streak Drive
Sandy, UT 84095         | 106,250                             | 2.2%       
|Officers and Directors as a Group:
3 People                          | 2,512,500                           | 52.89%     



(1) Officer and/or director.



There are no contracts or other arrangements that could result in a change of control of Freedom Resources.



Item 12.  Certain Relationships and Related Transactions



Ms. Aliprandi and Ms. Orton are both officers and directors of Freedom Resources and are both daughters of Mr. Christiansen, the president and director of Freedom Resources.



We utilize office space provided at no charge by our president, Neil Christiansen.  Management believes the use of Mr. Christiansens office is of negligible value as our current operations do not require any staff or independent facilities.



Mr. Christiansen has advanced $120 to the Company.  At December 31, 2004 the advance had not been repaid.  The advance carries no interest and is payable on demand.



We have a marketing agreement with the Life Discovery Institute and have contributed approximately $15,674 to developing their website in exchange for free use of the website to market our products. Mr. Christiansen is a founder and director of the Life Discovery Institute.





9





Item 13.  Exhibits and Reports on Form 8-K



Exhibit No.

SEC Ref. No.

Title of Document

Location



1

99.1

Code of Ethics

*



2

31.1

Certification pursuant to  Rule 13a-14(a) or

Rule 15d-14(a) of the Securities Exchange Act of 1934,

as amended

Attached



3

32.1

Certification of the Principal Executive Officer

pursuant to U.S.C. Section 1350 as adopted pursuant to

Section 906of the Sarbanes-Oxley Act of 2002**

Attached



* Filed as an Exhibit on Form 10-KSB which was filed March 31, 2003, is incorporated herein by reference.



**The Exhibit attached to this Form 10-QSB shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.



Reports on Form 8-K:

No reports on Form 8-K were filed by Freedom Resources during the last quarter of the period covered by this report.



Item 14. Principal Accountant Fees and Services



The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal account for the audit of the Companys annual financial statement and review of financial statements included in the Companys 10-QSB reports and services normally provided by the accountant in connection with statutory and regulatory filings or engagements were $770 for fiscal year ended 2004 and $3,225 for fiscal year ended 2003. The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the Companys financial statements that are not reported above were $0 and $0 for fiscal years ended 2004 and 2003, respectively.  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 $0 for fiscal year ended 2003 and consisted of tax compliance services and $0 for fiscal year ended 2004 and consisted of tax compliance services.  There were no other aggregate fees billed in either of the last two fiscal years for products and services provided by the principal accountant, other than the services reported above.



We do not have an audit committee currently serving and as a result our board of directors performs the duties of an audit committee.  Our board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services.  We do not rely on pre-approval policies and procedures.





10







SIGNATURES



In accordance with the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



FREEDOM RESOURCES ENTERPRISES, INC.





Date: December 27, 2005

/s/ Neil Christiansen

CEO and Chief Financial Officer









In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.











Date: December 27, 2005

/s/ Neil Christiansen

Director





Date: December 27, 2005

/s/ Charisse Orton

Director





11











FREEDOM RESOURCES ENTERPRISES, INC.

[A Development Stage Company]



FINANCIAL STATEMENTS



DECEMBER 31, 2004















12





FREEDOM RESOURCES ENTERPRISES, INC.

[A Development Stage Company]









CONTENTS



PAGE





Report of Independent Registered Public Accounting Firm

14







Balance Sheet, December 31, 2004

15





—

Statements of Operations, for the years ended

December 31, 2004 and 2003 and from inception

on November 6, 1996 through December 31, 2004

16





—

Statement of Stockholders Equity (Deficit), from

inception on November 6, 1996 through

December 31, 2004

17-18





—

Statements of Cash Flows, for the years ended

December 31, 2004 and 2003 and from inception

on November 6, 1996 through December 31, 2004

19







Notes to Financial Statements

20 - 25











13







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM







Board of Directors

FREEDOM RESOURCES ENTERPRISES, INC.

Midvale, Utah



We have audited the accompanying balance sheet of Freedom Resources Enterprises Inc. [a development stage company] as of December 31, 2004, and the related statements of operations, stockholders' equity (deficit), and cash flows for each of the two years in the period ended December 31, 2004 and for the period from inception on November 6, 1996 through December 31, 2004.  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 audits.



We conducted our audits 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 audits provide a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Freedom Resources Enterprises, Inc. [a development stage company] as of December 31, 2004, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2004 and for the period from inception on November 6, 1996 through December 31, 2004, in conformity with U.S. generally accepted accounting principles.



The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 7 to the financial statements, 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.  Management's plans in regards to these matters are also described in Note 7.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.





/s/ Pritchett, Siler & Hardy, P.C.





PRITCHETT, SILER & HARDY, P.C.



Salt Lake City, Utah

September 13, 2005





14





FREEDOM RESOURCES ENTERPRISES, INC.

[A Development Stage Company]



BALANCE SHEET



ASSETS



December 31,

2004

____________

CURRENT ASSETS:

Cash

$

247

____________

Total Current Assets

247



PROPERTY AND EQUIPMENT,net

-



OTHER ASSETS:



Manuscripts and transcripts, net

-

____________

$

247

_____________





LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)





CURRENT LIABILITIES:

Accounts payable

$

48,688

Accounts payable  related party

420

Advance from a shareholder

120

Accrued taxes

868

____________

Total Current Liabilities

50,096

____________



STOCKHOLDERS' EQUITY (DEFICIT):

Preferred stock, $.001 par value,

5,000,000 shares authorized,

no shares issued and outstanding

-

Common stock, $.001 par value,

50,000,000 shares authorized,

4,750,000 shares issued and

outstanding

4,750

Capital in excess of par value

47,918

Deficit accumulated during the

development stage

(102,517)

____________

Total Stockholders' Equity (Deficit)

(49,849)

____________

$

247

_____________





The accompanying notes are an integral part of this financial statement.



15





FREEDOM RESOURCES ENTERPRISES, INC.

[A Development Stage Company]



STATEMENTS OF OPERATIONS

From Inception

For the Years

on November 6,

Ended December 31,

1996 Through

____________________________

December 31,

2004

2003

2004

____________

____________

_____________

REVENUE

$

2,060

$

-

$

2,060

____________

____________

_____________

EXPENSES:

Depreciation and amortization

263

348

4,174

General and administrative

3,758

20,598

64,271

Research and development

-

-

15,674

Impairment of long-lived assets

-

-

21,285

____________

____________

_____________

Total Expenses

4,021

20,946

105,404

____________

____________

_____________

LOSS BEFORE OTHER INCOME

(EXPENSE)

(1,961)

(20,946)

(103,344)

____________

____________

_____________



OTHER INCOME (EXPENSE):

Interest Income

-

-

1,216

Interest Expense  related party

(168)

-

(168)

____________

____________

_____________



Total Other Income (Expense)

(168)

-

1,048

____________

____________

_____________

LOSS BEFORE INCOME TAXES

(2,129)

(20,946)

(102,296)



CURRENT TAX EXPENSE

-

-

-



DEFERRED TAX EXPENSE

-

-

-

____________

____________

_____________

LOSS FROM CONTINUING

OPERATIONS

(2,129)

(20,946)

(102,296)



CUMULATIVE EFFECT OF CHANGE

IN ACCOUNTING PRINCIPLE

-

-

(221)

____________

____________

_____________

NET LOSS

$

(2,129)

$

(20,946)

$

(102,517)

___________

___________

____________



LOSS PER COMMON SHARE:

Continuing operations

$

(.00)

$

(.01)

$

(.03)

Change in accounting principle

-

-

(.00)

____________

____________

_____________

Loss per common share

$

(.00)

$

(.01)

$

(.03)

___________

___________

____________

The accompanying notes are an integral part of these financial statements.



16





FREEDOM RESOURCES ENTERPRISES, INC.

[A Development Stage Company]



STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)



FROM INCEPTION ON NOVEMBER 6, 1996



THROUGH DECEMBER 31, 2004

Deficit

Accumulated

Preferred Stock

Common Stock

Capital in

During the

____________________

____________________

Excess of

Development

Shares

Amount

Shares

Amount

Par Value

Stage

__________

__________

__________

__________

__________

____________

BALANCE, November 6, 1996

-

$

-

-

$

-

$

-

$

-



Issued 2,500,000 shares of common stock

for cash of $2,500, or $.001 per share,

November 1996

-

-

2,500,000

2,500

-

-



Net loss for the period ended

December 31, 1996

-

-

-

-

-

(50)

__________

__________

__________

__________

__________

____________

BALANCE,December 31, 1996

-

-

2,500,000

2,500

-

(50)



Issued 237,500 shares of common stock

for cash of $9,500, or $.04 per share,

August 1997

-

-

237,500

238

9,262

-



Net loss for the year ended December 31, 1997

-

-

-

-

-

(1,661)

__________

__________

__________

__________

__________

____________

BALANCE,December 31, 1997

-

-

2,737,500

2,738

9,262

(1,711)



Issued 1,012,500 shares of common stock

for cash of $40,500, or $.04 per share,

net of stock offering costs of $5,000,

May and August 1998

-

-

1,012,500

1,012

34,488

-



Net loss for the year ended

December 31, 1998

-

-

-

-

-

(4,942)

__________

__________

__________

__________

__________

____________

BALANCE,December 31, 1998

-

-

3,750,000

3,750

43,750

(6,653)



Net loss for the year ended

December 31, 1999

-

-

-

-

-

(2,243)

__________

__________

__________

__________

__________

____________

BALANCE, December 31, 1999

-

-

3,750,000

3,750

43,750

(8,896)



Net loss for the year ended

December 31, 2000

-

-

-

-

-

(40,956)

__________

__________

__________

__________

__________

____________

BALANCE, December 31, 2000

-

-

3,750,000

3,750

43,750

(49,852)



Net loss for the year ended

December 31, 2001

-

-

-

-

-

(15,669)

__________

__________

__________

__________

__________

____________

BALANCE, December 31, 2001

-

-

3,750,000

3,750

43,750

(65,521)



Net loss for the year ended

December 31, 2002

-

-

-

-

-

(13,921)



__________

__________

__________

__________

__________

____________

BALANCE, December 31, 2002

-

-

3,750,000

3,750

43,750

(79,442)





[Continued]







17





FREEDOM RESOURCES ENTERPRISES, INC.

[A Development Stage Company]



STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)



FROM INCEPTION ON NOVEMBER 6, 1996



THROUGH DECEMBER 31, 2004



[Continued]





Deficit

Accumulated

Preferred Stock

Common Stock

Capital in

During the

____________________

____________________

Excess of

Development

Shares

Amount

Shares

Amount

Par Value

Stage

__________

__________

__________

__________

__________

____________

Net loss for the year ended

December 31, 2003

-

-

-

-

-

(20,946)



__________

__________

__________

__________

__________

____________

BALANCE, December 31, 2003

-

-

3,750,000

3,750

43,750

(100,388)



Issued 1,000,000 shares of common stock

on conversion of note payable, September 2004

-

-

1,000,000

1,000

4,168

-



Net loss for the year ended

December 31, 2004

-

-

-

-

-

(2,129)



__________

__________

__________

__________

__________

____________

BALANCE, December 31, 2004

-

$

-

4,750,000

$

4,750

$

47,918

$

(102,517)

__________

__________

__________

__________

__________

____________

































The accompanying notes are an integral part of this financial statement.



18





FREEDOM RESOURCES ENTERPRISES, INC.

[A Development Stage Company]



STATEMENTS OF CASH FLOWS

From Inception

For the Years Ended

on November 6,

December 31,

1996 Through

___________________________

December 31,

2004

2003

2004

____________

____________

_____________

Cash Flows from Operating Activities:

Net loss

$

(2,129)

$

(20,946)

$

(102,517)

Adjustments to reconcile net loss to net cash

used by operating activities:

Amortization expense

-

-

2,432

Depreciation expense

263

348

1,742

Loss on impairment of long-lived assets

-

-

21,285

Effect of change in accounting principal

-

-

221

Changes in assets and liabilities:

Increase (decrease) in accounts payable

(3,701)

20,435

48,688

Increase in accounts payable  related party

420

-

420

Increase in accrued taxes

154

163

868

Increase in accrued interest  related party

168

-

168

____________

____________

_____________

Net Cash (Used) by Operating Activities

(4,825)

0

(26,693)

____________

____________

_____________

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

-

-

52,500

Stock offering costs

-

-

(5,000)

Proceeds from issuance of note payable

5,000

-

5,000

Advance from a shareholder

-

-

120

____________

____________

_____________

Net Cash Provided by Financing Activities

5,000

-

52,620

____________

____________

_____________

Net Increase (Decrease) in Cash

175

0

247



Cash at Beginning of Period

72

72

0

____________

____________

_____________

Cash at End of Period

$

247

$

72

$

247

_____________

_____________

______________

Supplemental Disclosures of Cash Flow Information:

Cash paid during the period for:

Interest

$

-

$

-

$

-

Income taxes

$

-

$

-

$

-

Supplemental Disclosures of Non-Cash Investing and Financing Activities:

For the Year Ended December 31, 2004:

In September 2004, the Company issued 1,000,000 shares of common stock on conversion of

a note payable of $5,000 with accrued interest of $168.

For the Year Ended December 31, 2003:

None

The accompanying notes are an integral part of these financial statements.



19





FREEDOM RESOURCES ENTERPRISES, INC.

[A Development Stage Company]



NOTES TO 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.  Each self-taught workshop consists of an audio tape and a workbook.  The Company intends to market these workshops over the internet.  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.



Cash and Cash Equivalents - The Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents.



Property and Equipment -Property and equipment are stated at cost.  Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized upon being placed in service.  Expenditures for maintenance and repairs are charged to expense as incurred.  Depreciation is computed for financial statement purpose on a straight-line method over the estimated useful life of five years.



Long-Lived Assets - The Company has adopted Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.  The Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  During the year ended December 31, 2000, the Company recorded an impairment write-down of $21,285 of manuscript costs.



Income Taxes -The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes.  [See Note 9].



Revenue Recognition - The Companys revenue has come from the sale of items where the Company acted only as an agent.  The Company recognizes revenue when the product is delivered.  The Company records revenues generated by the sale of items that the Company produces or purchases as inventory on the gross basis.  On a gross basis, the entire sale amount is recorded as revenue.  The Company records revenue generated by the sale of items where the Company only acts as an agent or when the Company has no risk of loss on the net basis.  The Company records revenue generated by Internet sales utilizing third party websites on the net basis.  On a net basis, only the share of revenue belonging to the Company is recorded as revenue.



Stock-Based Compensation - The Company has one stock-based employee compensation plan [See Note 5].  The Company accounts for its plan under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees and related Interpretations.  The Company has not issued any stock options or warrants under the plan.



20





FREEDOM RESOURCES ENTERPRISES, INC.

[A Development Stage Company]



NOTES TO FINANCIAL STATEMENTS



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Loss Per Share - The computation of loss per share is based on the weighted average number of shares outstanding during the period presented in accordance with Statement of Financial Accounting Standards No. 128, Earnings Per Share [See Note 10].



Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period.  Actual results could differ from those estimated.



Recently Enacted Accounting Standards -Statement of Financial Accounting Standards (SFAS) No. 151, Inventory Costs  an amendment of ARB No. 43, Chapter 4, SFAS No. 152, Accounting for Real Estate Time-Sharing Transactions  an amendment of FASB Statements No. 66 and 67, SFAS No. 153, Exchanges of Nonmonetary Assets  an amendment of APB Opinion No. 29, and SFAS No. 123 (revised 2004), Share-Based Payment, were recently issued.  SFAS No. 151, 152, 153, and 123 (revised 2004) have no current applicability to the Company or their effect on the financial statements would not have been significant.



Reclassification -The financial statements for years prior to December 31, 2004 have been reclassified to conform to the headings and classifications used in the December 31, 2004 financial statements.



Restatement -In February 2005, the Company approved a 10  for  1 forward stock split [See Note 12].  The financial statements have been restated, for all periods presented, to reflect the stock split.





NOTE 2 - PROPERTY AND EQUIPMENT



Property and equipment consisted of the following at:



December 31,

2004

____________

Office equipment

$

1,742



Less: Accumulated depreciation

(1,742)

____________

$

0

____________



Depreciation expense for the years ended December 31, 2004 and 2003 were $263 and $348, respectively.



21





FREEDOM RESOURCES ENTERPRISES, INC.

[A Development Stage Company]



NOTES TO FINANCIAL STATEMENTS



NOTE 3 - MANUSCRIPTS, TRANSCRIPTS, ETC.



In 1999 and 2000, the Company paid consultants to prepare manuscripts which the Company had planned to publish as a book. In December 2000, in accordance with Statement of Financial Accounting Standards No. 121, the Company recorded an impairment write-down of $21,285 due to the Company not generating any revenues from the manuscripts.  A summary of manuscripts, transcripts, etc. consists of the following at:



December 31,

2004

____________

Manuscripts, transcripts, etc.

$

23,650



Less: Accumulated amortization

(2,365)

Less: Loss on impairment

(21,285)

____________

$

-

____________



Amortization expense for the years ended December 31, 2004 and 2003 was $0 and $0, respectively.





NOTE 4 - CONVERTIBLE NOTE PAYABLE  RELATED PARTY



In April 2004, the Company issued a $5,000 note payable to a shareholder of the Company.  The note accrued interest at 8% per annum, was due in April 2006, and was convertible with accrued interest into 1,000,000 shares of common stock.  In September of 2004, the shareholder exercised his conversion right and the Company issued 1,000,000 shares of common stock.





NOTE 5 - 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 December 31, 2004.



Common Stock - During November 1996, in connection with its organization, the Company issued 2,500,000 shares of its previously authorized but unissued common stock.  Total proceeds from the sale of stock amounted to $2,500 (or $.001 per share).



During August 1997, the Company issued 237,500 shares of its previously authorized but unissued common stock.  Total proceeds from the sale of stock amounted to $9,500 (or $.04 per share).



During May and August 1998, the Company issued 1,012,500 shares of its previously authorized but unissued common stock.  Total proceeds from the sale of stock amounted to $40,500 (or $.04 per share).  Stock offering costs of $5,000 were offset against the proceeds.







22





FREEDOM RESOURCES ENTERPRISES, INC.

[A Development Stage Company]



NOTES TO FINANCIAL STATEMENTS



NOTE 5 - CAPITAL STOCK [CONTINUED]





In September 2004, the Company issued 1,000,000 shares of its previously authorized but unissued common stock on conversion of a note payable of $5,000 with accrued interest of $168.



In February 2005, the Company approved a 10  for  1 forward stock split [See Note 12].  The financial statements have been restated, for all periods presented, to reflect the stock split.





Stock Option Plan -During 1997, the Board of Directors adopted the 1997 Stock Option Plan (the Plan).  Under the terms and conditions of the Plan, the Board is empowered to grant stock options to employees, officers, directors and consultants of the Company.  Additionally, the Board will determine, at the time of the grant, vesting provisions of the grant and whether the options will qualify as incentive stock options under section 422 of the Internal Revenue code.  The Plan was approved by the shareholders of the Company at its 1997 shareholder meeting.  The total number of shares of common stock available under the Plan may not exceed 750,000 shares.  As of December 31, 2004, no options have been issued under the Plan.





NOTE 6 - RELATED PARTY TRANSACTIONS



Accounts Payable -In 2004, the Company sold products owned by LDI [See Note 8].  At December 31, 2004, the Company owed $420 to LDI for the cost of the products.



Advance from a Shareholder -An officer/shareholder of the Company advanced $120 to the Company.  The advance bears no interest and is due on demand.



Convertible Note Payable The Company had a convertible note payable to a shareholder of the Company [See Note 4].



Management Compensation - The Company has not paid any compensation to its officers and directors.



Office Space - The Company has not had a need to rent office space.  An officer/shareholder of the Company is allowing the Company to use his office as a mailing address, as needed, at no expense to the Company.



Marketing Agreement - The Company has a marketing agreement with Life Discovery Institute, an organization that is owned and operated by the Companys president [See Note 8].















23





FREEDOM RESOURCES ENTERPRISES, INC.

[A Development Stage Company]



NOTES TO FINANCIAL STATEMENTS



NOTE 7 - GOING CONCERN



The accompanying financial statements have been prepared in conformity with generally accepted accounting principles 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 8 - MARKETING AGREEMENT



In 1999 and 2000, the Company invested in developing a website to market its products via the internet.  Ultimately, the Company did not launch its website.  Instead, the Company assigned its interest in the website to Life Discovery Institute (LDI), an education and publishing organization owned and operated by the Companys president.  On May 31, 2001, the Company entered into a five-year marketing agreement with LDI.  Under the agreement, the Company assigned all its interest and investment in developing the website to LDI which completed development and launched the website.  In exchange for the Companys prior investment in the website, LDI allows the Company to market its products at no charge through the LDI website.  This agreement will end on May 31, 2006.  The Company currently has no other sources of distribution for its workshops.



NOTE 9 - INCOME TAXES



The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes.  SFAS No. 109 requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards.



The Company has available at December 31, 2004, unused operating loss carryforwards of approximately $78,900 which may be applied against future taxable income and which expire in various years through 2024.  The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined.  Because of the uncertainty surrounding the realization of the loss carryforwards, the Company has established a valuation allowance equal to the tax effect of the loss carryforwards and, therefore, no deferred tax asset has been recognized for the loss carryforwards.  The net deferred tax assets are approximately $26,800 and $ 26,100 as of December 31, 2004 and 2003, respectively, with an offsetting valuation allowance of the same amount, resulting in a change in the valuation allowance of approximately $700 during the year ended December 31, 2004.





24





FREEDOM RESOURCES ENTERPRISES, INC.

[A Development Stage Company]



NOTES TO FINANCIAL STATEMENTS



NOTE 10 - LOSS PER SHARE



The following data show the amounts used in computing loss per share for the periods presented:

From Inception

For the Year Ended

on November 6,

December 31,

1996 Through

___________________________

December 31,

2004

2003

2004

____________

____________

____________

Loss from continuing operations available

to common shareholders (numerator)

$

(2,129)

$

(20,946)

$

(102,296)

____________

____________

____________

Cumulative effect of change in accounting

principle (numerator)

$

-

$

-

$

(221)

____________

____________

____________

Weighted average number of common

shares outstanding used in loss per share

for the period (denominator)

4,058,743

3,750,000

3,544,810

___________

___________

___________



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.



NOTE 11 - CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE



In 1996, the Company paid $288 in organization costs which reflect amounts expended to organize the Company.  The Company was previously amortizing the costs, but during 1998, in accordance with Statement of Position 98-5, the Company expensed the remaining $221 in organization costs which has been accounted for as a change in accounting principle.



NOTE 12  SUBSEQUENT EVENTS



Stock Split - In February 2005, the Company approved a 10  for  one forward stock split.  The financial statements have been restated, for all periods presented, to reflect the stock split.



Convertible Note Payable - In February 2005, the Company issued a $5,000 note payable to a shareholder of the Company.  The note accrues interest at 8% per annum, is due February 2007, and is convertible with accrued interest into 1,000,000 shares of common stock.



Related Party Advance - In July 2005, a shareholder of the Company advanced $1,000 to the company.





25