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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Sections 12(g) and 12(h)

March 24, 2010

Response of the Office of Chief Counsel
Division of Corporation Finance


Freedom Financial Group, Inc.
Incoming letter dated March 11, 2010

Based on the facts presented, the Division will not object if Freedom Financial does not file future periodic reports under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, beginning with its annual report on Form 10-K for the fiscal year ended December 31, 2009. In reaching this position, we particularly note the following:

  • Freedom Financial's stockholders approved and adopted the Dissolution Plan;

  • Freedom Financial will file reports on Form 8-K to disclose any material events relating to its winding up and dissolution, including the amounts of any liquidation distributions, payments and expenses;

  • Freedom Financial will file a final report on Form 8-K at the time the dissolution is complete;

  • Freedom Financial is current and timely in its reporting obligations under the Exchange Act;

  • Freedom Financial filed its Certificate of Dissolution with the Delaware Secretary of State and the effective date of the dissolution was December 7, 2009;

  • There is no trading in Freedom Financial's securities; and

  • Freedom Financial's transfer agent has closed Freedom Financial's stock transfer books and discontinued recording transfers of Freedom Financial's stock.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusions on the questions presented.


Mark F. Vilardo
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 03/26/2010