10-Q 1 v121417_10q.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ________

Commission File No. 000-52112

FREEDOM 7, INC.
(Name of small business issuer in its charter)
 
Delaware
 
20-5153574
(State or other jurisdiction of incorporation or 
organization)
 
(I.R.S. Employer Identification No.)
 
 
 
The Galleria 
2 Bridge Avenue
Red Bank, New Jersey
 
 
07701
(Address of principal executive offices)
 
(Zip Code)

Issuer’s telephone number: (732) 530-9007

N/A
(Former name, former address and former fiscal year, if changed since last report)

Copies to:
The Sourlis Law Firm
Virginia K. Sourlis, Esq.
The Galleria
2 Bridge Avenue
Red Bank, New Jersey 07701
(732) 530-9007
www.SourlisLaw.com

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 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.
 
x Yes    o 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,” "non-accelerated filer" and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
o
Accelerated filer
o
       
Non-accelerated filer
o
Smaller reporting company 
x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
x Yes    o No



FREEDOM 7, INC.
A DEVELOPMENT STAGE COMPANY
INDEX
June 30, 2008

 
PART I - FINANCIAL STATEMENTS
 
 
 
Item 1. Financial Statements
3
 
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
10
 
 
Item 3. Quantative and Qualitative disclosures about Market Risk
12
   
Item 4. Controls and Procedures 
12
 
 
PART II – OTHER INFORMATION
13
 
 
Item 1. Legal Proceedings
13
 
 
Item 2. Unregistered Sales of Equity Securities and use of Proceeds
13
 
 
Item 3. Defaults upon Senior Securities
13
 
 
Item 4. Submission of Matters to a Vote of Security Holders
13
 
 
Item 5. Other Information
13
 
 
Item 6. Exhibits and Reports of Form 8-K
13
   
SIGNATURES
14

2


PART I – FINANCIAL STATEMENTS

Item 1. Financial Statements
 
FREEDOM 7, INC.
A DEVELOPMENT STAGE COMPANY
BALANCE SHEETS
June 30, 2008 and December 31, 2007
 
 
 
6/30/2008
 
12/31/2007
 
 
 
Unaudited
 
Audited
 
           
Assets
 
$
-
 
$
-
 
               
Total assets
   
-
   
-
 
               
LIABILITIES AND STOCKHOLDER'S EQUITY
             
               
Current liabilities
             
Accounts payable
   
750
   
3,500
 
Note payable, demand
   
-
   
-
 
               
Total liabilities
   
750
   
3,500
 
               
Commitment and contingencies
   
-
   
-
 
               
Stockholder's equity (deficit)
             
Preferred stock, $.0001 par value, authorized 10,000,000 shares, none issued
   
-
   
-
 
Common stock, $.0001 par value, authorized 100,000,000 shares 100,000 issued and outstanding
   
10
   
10
 
Additional paid-in capital
   
12,675
   
8,425
 
Deficit accumulated during the development stage
   
(13,435
)
 
(11,935
)
               
Total stockholder's equity (deficit)
   
(750
)
 
(3,500
)
               
Total liabilities and stockholder's equity (deficit)
 
$
-
 
$
-
 

The financial information presented herein has been prepared by management without audit by independent certified public accountants

See accompanying notes

3


FREEDOM 7, INC.
A DEVELOPMENT STAGE COMPANY
STATEMENTS OF OPERATIONS

 
 
 
For the three 
months ended 
June 30, 2008
 
For the three 
months ended 
June 30, 2007
 
For the six 
months ended 
June 30, 2008
 
For the six 
months ended 
June 30, 2007
 
For the period 
June 27, 2006 
(Inception) to 
June 30, 2008
 
 
 
Unaudited
 
Unaudited
 
Unaudited
 
Unaudited
 
Unaudited
 
                       
                       
Net sales
 
$
-
 
$
-
 
$
-
 
$
-
 
$
-
 
                                 
Cost of sales
   
-
   
-
   
-
   
-
   
-
 
                                 
Gross profit
   
-
   
-
   
-
   
-
   
-
 
                                 
General and administrative expenses
   
750
   
700
   
1,500
   
1,200
   
13,435
 
                                 
Net loss
 
$
(750
)
$
(700
)
$
(1,500
)
$
(1,200
)
$
(13,435
)
                                 
Weighted average number of common shares outstanding (basic and fully diluted)
   
100,000
   
100,000
   
100,000
   
100,000
   
100,000
 
                                 
Basic and diluted (loss) per common share
 
$
(0.008
)
$
(0.007
)
$
(0.015
)
$
(0.012
)
$
(0.134
)

The financial information presented herein has been prepared by management without audit by independent certified public accountants

See accompanying notes

4


FREEDOM 7, INC.
A DEVELOPMENT STAGE COMPANY
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)
For the period June 27, 2006 (Inception) to June 30, 2008
Unaudited

 
               
Deficit
     
               
Accumulated
     
           
Additional
 
During the
 
Stockholder's
 
   
Common Stock
 
Paid-In
 
Development
 
Equity
 
   
Shares
 
Amount
 
Capital
 
Stage
 
(Deficit)
 
                       
Balance - June 27, 2006 (Inception)
   
-
 
$
-
 
$
-
 
$
-
 
$
-
 
                                 
Issuance of common shares
   
100,000
   
10
   
2,090
   
-
   
2,100
 
                                 
Capital contributions - shareholder
   
-
   
-
   
575
   
-
   
575
 
                                 
Net (loss)
   
-
   
-
   
-
   
(6,235
)
 
(6,235
)
                                 
Balance, December 31, 2006
   
100,000
 
$
10
 
$
2,665
 
$
(6,235
)
$
(3,560
)
                                 
Capital contributions - shareholder
   
-
   
-
   
5,760
   
-
   
5,760
 
                                 
Net (loss)
   
-
   
-
   
-
   
(5,700
)
 
(5,700
)
                                 
Balance, December 31, 2007
   
100,000
 
$
10
 
$
8,425
 
$
(11,935
)
$
(3,500
)
                                 
Capital contributions - shareholder
   
-
   
-
   
4,250
   
-
   
4,250
 
                                 
Net loss
   
-
   
-
   
-
   
(1,500
)
 
(1,500
)
                                 
Balance, June 30, 2008
   
100,000
 
$
10
 
$
12,675
 
$
(13,435
)
$
(750
)

The financial information presented herein has been prepared by management without audit by independent certified public accountants

See accompanying notes

5


FREEDOM 7, INC.
A DEVELOPMENT STAGE COMPANY
STATEMENTS OF CASH FLOWS


 
 
 
For the three
 months ended
June 30, 2008
 
For the three
months ended
June 30, 2007
 
For the six
months ended
June 30, 2008
 
For the six
months ended
June 30, 2007
 
 
 
Unaudited
 
Unaudited
 
Unaudited
 
Unaudited
 
Cash flows from operating activities
                         
Net (loss)
  $
(750
)
$
(700
)
$
(1,500
)
$
(1,200
)
                           
Adjustments to reconcile net (loss) to net cash used in operating activities:
                         
(Increase) decrease in prepaid expenses
   
-
   
-
   
-
   
1,000
 
Increase (decrease) in accounts payable
   
-
   
(3,060
)
 
(2,750
)
 
(5,060
)
                           
Net cash (used in) operating activities
   
(750
)
 
(3,760
)
 
(4,250
)
 
(5,260
)
                           
Cash flows from financing activities
                         
Proceeds from issuance of common stock
   
-
   
-
   
-
   
-
 
Proceeds from additional capital contributions
   
750
   
3,760
   
4,250
   
5,260
 
                           
Net cash provided by financing activities
   
750
   
3,760
   
4,250
   
5,260
 
                           
Net increase in cash and cash equivalents
   
-
   
-
   
-
   
-
 
                           
Cash - beginning of period
   
-
   
-
   
-
   
-
 
                           
Cash - end of period
 
-
 
$
-
 
$
-
 
$
-
 
                           
Supplemental disclosure of cash flow information:
                         
Taxes paid
   
-
   
-
   
-
   
-
 
Interest paid
   
-
   
-
   
-
   
-
 
 
The financial information presented herein has been prepared by management without audit by independent certified public accountants.
 
See accompanying notes
 
6


FREEDOM 7, INC.
 
A Development Stage Company
NOTES TO UNAUDITED FINANCIAL STATEMENTS
June 30, 2008

 
NOTE 1.
DEVELOPMENT STAGE COMPANY

Freedom 7, Inc. (“the Company”) was incorporated in the State of Delaware on June 27, 2006 and is currently in its development stage.

On July 7, 2006, the Company filed a Registration Statement on Form 10SB to have its common stock, par value $0.0001 registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In accordance with the provisions of the Exchange Act such Registration Statement became effective on September 5, 2006.

As a blank check company, the Company’s business is to pursue a business combination through acquisition, or merger with, an existing company. As of the date of the financial statements, the Company has made no efforts to identify a possible business combination. As a result, the Company has not conducted negotiations or entered into a letter of intent concerning any target business. No assurances can be given that the Company will be successful in locating or negotiating with any target company. Since inception, the Company has been engaged in organizational efforts.

NOTE 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company’s accompanying financial statements are prepared in accordance with U.S. generally accepted accounting principles in the United States. Significant accounting policies are as follows:

 
a.
Use of Estimates - The preparation of the statement of financial condition in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the statement of financial condition and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 
b.
Cash and Cash Equivalents - For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. For the period June 27, 2006 (inception) through June 30, 2008, the Company did not maintain any bank accounts.

 
c.
Income Taxes - The Company utilizes the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on the differences between financial reporting basis and tax basis of the assets and liabilities and are measured using enacted tax rates that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.

 
d.
Loss per Common Share - Basic loss per share is calculated using the weighted-average number of common shares outstanding during each period as required by the Financial Accounting Standards Board (FASB) under Statement of Financial Accounting Standards (SFAS) No. 128. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each period. The Company does not have any potentially dilutive instruments.

7


 
e.
Fair Value of Financial Instruments - The carrying value of cash equivalents and accrued expenses approximates fair value due to the short term nature.
 
 
f.
New Accounting Pronouncement - In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157 (“FAS 157”), Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (“GAAP”), and expands disclosures about fair value measurements. FAS 157 applies under other accounting pronouncements that require or permit fair value measurements. Prior to FAS 157, there were different definitions of fair value and limited guidance for applying those definitions in GAAP. Moreover, that guidance was dispersed among the many accounting pronouncements that require fair value measurements. Differences in that guidance created inconsistencies that added to the complexity in applying GAAP. The changes to current practice resulting from the application of FAS 157 relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company does not expect the adoption of FAS 157 to have an effect on its financial statements.

NOTE 3.
PREFERRED STOCK

The Company is authorized to issue 10,000,000 shares of preferred stock. The Preferred Stock of the Company may be issued by the Board of Directors of the Company in one or more classes or one or more series within any class and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions as the Board of Directors of the Company may determine, from time to time.

NOTE 4.
COMMON STOCK

The Company is authorized to issue 100,000,000 shares of Company Stock. On June 27, 2006, the Company issued 100,000 shares of Common Stock for total consideration of $2,100 to the sole shareholder of the Company.

Holders of shares of Common Stock shall be entitled to cast one vote for each share held at all stockholders’ meetings for all purposes, including the election of directors. The Common Stock does not have cumulative voting rights. No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.

NOTE 6
RELATED PARTY TRANSACTIONS

The Company utilizes the office space and equipment of sole shareholder, at no cost. Management estimates such amounts to be immaterial.

8


FREEDOM 7, INC.
A Development Stage Company
NOTES TO UNAUDITED FINANCIAL STATEMENTS
June 30, 2008 

 
NOTE 7
INTERIM FINANCIAL STATEMENTS

The accompanying interim financial statements of the Company as of June 30, 2008, the three and six months ended June 30, 2007 and for the period June 27, 2006 (formation) through June 30, 2008 have been prepared in accordance with accounting principles generally accepted for interim unaudited financial statement presentation and in accordance with the instructions to Regulation S-B. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statement presentation. In the opinion of management, all adjustments for a fair statement of the results of operations and financial position for the interim period presented have been included.

All such adjustments are of a normal recurring nature. This financial information should be read in conjunction with the Financial Statements and notes thereto included in the Company’s Form 10-SB12G filed with the Securities and Exchange Commission on July 7, 2006, which contained audited financial statements as of June 30, 2006 and for the period June 27, 2006 (inception) to June 30, 2006.

NOTE 8
GOING CONCERN

The Company’s financial statements have been presented on the basis that it is a going concern in the development stage, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of the date of these financial statements, the Company has made no efforts to identify a possible business combination.

The Company’s shareholder shall fund the Company’s activities while the Company takes steps to locate and negotiate with a business entity through acquisition, or merger with, an existing company; however, there can be no assurance these activities will be successful.

NOTE 9
SUBSEQUENT EVENT
 
As previously reported in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on July 21, 2008, the Company filed an amendment (the “Amendment”) to the Company’s Certificate of Incorporation with the Secretary of State of the State of Delaware thereby effectuating a forward stock split of 20-to-1, effective 12:01 a.m. on July 21, 2008 (the “Forward Split”).
 
Prior to the Forward Split, there were 100,000 shares of the Company’s common stock, par value $0.0001 per share, issued and outstanding.  Upon the effectiveness of the Forward Split and currently, there are 2,000,000 shares of the Company’s common stock issued and outstanding.  The Company did not amend the par value of the Company’s common stock. 
 
The total number of shares of capital stock which the Company has authority to issue remained unchanged. The Company is authorized to issue one hundred ten million (110,000,000) shares of capital stock, one hundred million (100,000,000) shares of which are designated as common stock and ten million (10,000,000) shares of which designated as preferred stock, $0.0001 par value, in one or more classes with voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions as the Board of Directors of the Company may determine, from time to time.
 
9


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS; PLAN OF OPERATION

Plan of Operation

The Company has not realized any revenues from operations since inception, and its plan of operation for the next twelve months is to locate a suitable acquisition or merger candidate and consummate a business combination. The Company may need additional cash advances from its stockholder or loans from other parties to pay for operating expenses until the Company consummates a merger or business combination with a privately-held operating company. Although it is currently anticipated that the Company can satisfy its cash requirements with additional cash advances or loans from other parties, if needed, for at least the next twelve months, the Company can provide no assurance that it can continue to satisfy its cash requirements for such period.

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

Management anticipates seeking out a target company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more Internet websites and similar methods. No estimate can be made as to the number of persons who will be contacted or solicited. Management may engage in such solicitation directly or may employ one or more other entities to conduct or assist in such solicitation. Management and its affiliates will pay referral fees to consultants and others who refer target businesses for mergers into public companies in which management and its affiliates have an interest. Payments are made if a business combination occurs, and may consist of cash or a portion of the stock in the Company retained by management and its affiliates, or both.

The Company and/or its sole shareholder will supervise the search for target companies as potential candidates for a business combination. The Company and/or its sole shareholder may pay as their own expenses any costs incurred in supervising the search for a target company. The Company and/or its shareholder may enter into agreements with other consultants to assist in locating a target company and may share stock received by it or cash resulting from the sale of its securities with such other consultants.
 
As a result of our limited resources, we expect to effect only a single business combination. Accordingly, the prospects for our success will be entirely dependent upon the future performance of a single business. Unlike certain entities that have the resources to consummate several business combinations or entities operating in multiple industries or multiple segments of a single industry, we will not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. A target business may be dependent upon the development or market acceptance of a single or limited number of products, processes or services, in which case there will be an even higher risk that the target business will not prove to be commercially viable.

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

10


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

Results of Operations

General. The Company has not conducted any active operations since inception, except for its efforts to locate a suitable acquisition or merger transaction. No revenue has been generated by the Company during such period, and it is unlikely the Company will have any revenues unless it is able to effect an acquisition of or merger with another operating company, of which there can be no assurance.

Revenues. For the three and six month periods ended June 30, 2008, and June 30, 2007, and for the period from June 27, 2006 (date of formation) to June 30, 2008, the Company had no activities that produced revenues from operations.

Net Loss. For the three month periods ended June 30, 2008 and 2007, the Company had a net loss of $750 and $700, respectively. For the six month periods ended June 30, 2008 and 2007, the Company had a net loss of $1,500 and $1,200, respectively. From the Company’s date of formation (June 27, 2006) to June 30, 2008, the Company had a net loss of $13,435. These losses were mostly due to legal, accounting, audit and other professional service fees incurred in relation to the filing of the Company’s Registration Statement on Form 10-SB filed on July 7, 2006 and annual and quarterly reports filed since the effectiveness of such registration statement.

Liabilities. At June 30, 2008, the Company had $750 in liabilities, consisting of Accounts Payable. The Accounts Payable consists of legal and accounting fees accrued for the preparation and filing the Registration Statement on Form 10-SB filed on July 7, 2006 and annual and quarterly reports filed since the effectiveness of such registration statement.

General and Administrative Expenses. For the three month periods ended June 30, 2008 and 2007, the Company had general and administrative expenses of $750 and $700, respectively. For the six month periods ended June 30, 2008 and 2007, the Company had general and administrative expenses of $1,500 and $1,200, respectively. From the Company’s date of formation (June 27, 2006) to June 30, 2008, the Company had general and administrative expenses of $13,435. These expenses were due to legal, accounting, audit and other professional service fees incurred in relation to the filing of the Company’s Registration Statement on Form 10-SB filed on July 7, 2006 and annual and quarterly reports filed since the effectiveness of such registration statement.

Liquidity and Capital Resources

At June 30, 2008 and December 31, 2007, the Company had no assets. The Company’s current liabilities as of June 30, 2008 and December 31, 2007 totaled $750 and $3,500, respectively, comprised of accounts payable.

11


The following is a summary of the Company's cash flows from operating, investing, and financing activities:
 
For the three and six months ended June 30, 2008 and 2007

   
For the Three Months 
Ended June 30,
 
For the Six Months 
Ended June 30,
 
   
2008
 
2007
 
2008
 
2007
 
   
(Unaudited)
 
(Unaudited)
 
(Unaudited)
 
(Unaudited)
 
 
$
750
 
$
3,760
 
$
4,250
 
$
5,260
 
Investing activities
 
$
0
 
$
0
 
$
0
 
$
0
 
Cash Provided from Financing activities
 
$
750
 
$
3,760
 
$
4,250
 
$
5,260
 
 
                         
Net effect on cash
 
$
0
 
$
0
 
$
0
 
$
0
 
 
The Company has nominal assets and has generated no revenues since inception. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.

At June 30, 2008, the Company had no capital resources and primarily relies upon the issuance of common stock and additional capital contributions from its sole shareholder to fund administrative expenses pending acquisition of an operating company.
 
Off-Balance Sheet Arrangements

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

ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

N/A 

ITEM 4. CONTROLS AND PROCEDURES.
 
 Disclosure Controls and Procedures
 
Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as this quarterly report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Internal controls are procedures that are designed with the objective of providing reasonable assurance that (1) our transactions are properly authorized, recorded and reported; and (2) our assets are safeguarded against unauthorized or improper use, to permit the preparation of our consolidated financial statements in conformity with United States generally accepted accounting principles.
 
Evaluation of Disclosure Controls and Procedures
 
Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2008, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were sufficiently effective to ensure that the information required to be disclosed by us in this Report was (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and instructions for Form 10-Q.
 
Changes in Internal Controls over Financial Reporting
 
There have been no changes in our internal controls over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

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

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is currently not a party to any pending legal proceedings and no such action by or to the best of its knowledge, against the Company has been threatened.

ITEM 1A. RISK FACTORS.

N/A.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On June 27, 2006, the Company issued 100,000 shares of common stock for total consideration of $2,100 to the sole shareholder of the Company under the exemption from registration afforded the Company under Section 4(2) of the Securities Act of 1933, as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matter was submitted during the quarter covered by this report, ending June 30, 2008, to a vote of the Company's shareholders, through the solicitation of proxies or otherwise.

ITEM 5. OTHER INFORMATION.

SUBSEQUENT EVENT

As previously reported in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on July 21, 2008, the Company filed an amendment (the “Amendment”) to the Company’s Certificate of Incorporation with the Secretary of State of the State of Delaware thereby effectuating a forward stock split of 20-to-1, effective 12:01 a.m. on July 21, 2008 (the “Forward Split”).
 
Prior to the Forward Split, there were 100,000 shares of the Company’s common stock, par value $0.0001 per share, issued and outstanding.  Upon the effectiveness of the Forward Split and currently, there are 2,000,000 shares of the Company’s common stock issued and outstanding.  The Company did not amend the par value of the Company’s common stock. 
 
The total number of shares of capital stock which the Company has authority to issue remained unchanged. The Company is authorized to issue one hundred ten million (110,000,000) shares of capital stock, one hundred million (100,000,000) shares of which are designated as common stock and ten million (10,000,000) shares of which designated as preferred stock, $0.0001 par value, in one or more classes with voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions as the Board of Directors of the Company may determine, from time to time.
 
ITEM 6. EXHIBITS.

Exhibit No.:
 
Description:
31.1
 
 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002
     
32.1
 
Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: July 31, 2008

 
Freedom 7, Inc.
 
 
 
By:
/s/ Virginia K. Sourlis
 
Virginia K. Sourlis
 
Chief Executive Officer, President
 
And Chief Financial Officer
 
(Principal Executive Officer)
 
(Principal Financial Officer)

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