UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.20549

FORM 10-K

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, ~~2010~~2011

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from N/A to N/A

Commission File Number: 000-453388

Freedom Environmental Services, Inc.

(Name of small business issuer as specified in its charter)

Delaware	5627-~~2291458~~3218629
State of Incorporation	IRS Employer Identification No.

~~Orlando,~~11372 ~~FL32819~~United Way

Orlando, FL 32824

(Address of principal executive offices)

(407) 905-5000

(Issuer’s telephone number)

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value per share

(Title of Class)

Common Stock, $.001 Par Value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o The registrant has not yet transitioned into this rule.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

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 definitions of “large accelerated filer,”“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non–Accelerated filer	¨	Small reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act). Yes ¨ No x

~~Yes~~Aggregate market value of the voting stock held by non-affiliates: $2,479,644 as based on the closing price of the stock on May 8, 2012. ~~¨ No x~~The voting stock held by non-affiliates on that date consisted of 82,654,809 shares of common stock.

~~Aggregate~~Indicate ~~market~~the ~~value~~number of ~~the~~shares ~~voting~~outstanding ~~stock~~of ~~held~~each byof ~~non-affiliates:~~the ~~$1,798,182as~~registrant’s ~~based~~classes ~~on last reported sales price~~ of ~~such~~common stock, as of the ~~last~~latest ~~business~~practicable ~~day~~date. As of ~~the~~December ~~registrant’s~~31, ~~most~~2011, ~~recently~~there ~~completed~~were ~~second~~133,443,434 ~~fiscal~~shares ~~quarter. The~~of ~~voting~~common stock, ~~held~~par byvalue ~~non-affiliates~~$0.001, onissued ~~that~~and ~~date~~outstanding ~~consisted~~and ~~of 54~~5,~~655~~736,~~992~~333 shares of ~~common~~preferred stock, par value $0.001, issued and outstanding.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of June 2, 2011, there were 122,018,434 shares of common stock, par value $0.001, issued and outstanding and 5,736,111 shares of preferred stock, par value $0.001, issued and outstanding.

Documents Incorporated by Reference: None

Freedom Environmental Services, Inc.

FORM 10-K ANNUAL REPORT

FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2010~~2011

TABLE OF CONTENTS

PART I
ITEM 1.	~~BUSINESS~~	4BUSINESS	1
ITEM 1A.	~~RISK FACTORS~~	8RISK FACTORS	5
ITEM 1B.	~~UNRESOLVED STAFF COMMENTS~~	15UNRESOLVED STAFF COMMENTS	13
ITEM 2.	~~PROPERTIES~~	15PROPERTIES	13
ITEM 3.	~~LEGAL PROCEEDINGS~~	15LEGAL PROCEEDINGS	13
ITEM 4.	~~REMOVED ANDRESERVED~~	15REMOVED AND RESERVED	14
PART II
ITEM 5.	~~MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~	15MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	14
ITEM 6.	~~SELECTED FINANCIAL DATA~~	18SELECTED FINANCIAL DATA	15
ITEM 7.	~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~	19MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	16
ITEM 7A.	~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~	21QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	F-1
ITEM 8.	~~CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~	26CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	F-1
ITEM 9.	~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~	27CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	23
ITEM 9A.	~~CONTROLS AND PROCEDURES~~	28CONTROLS AND PROCEDURES	25
ITEM 9B.	~~OTHER INFORMATION~~	29OTHER INFORMATION	26
PART III
ITEM 10.	~~DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE~~	30DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	27
ITEM 11.	~~EXECUTIVE COMPENSATION~~	31EXECUTIVE COMPENSATION	28
ITEM 12.	~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~	34SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	31
ITEM 13.	~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE~~	37CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	34
ITEM 14.	~~PRINCIPAL ACCOUNTANT FEES AND SERVICES~~	38PRINCIPAL ACCOUNTANT FEES AND SERVICES	35
PART IV
ITEM 15.	~~EXHIBITS AND FINANCIAL STATEMENT SCHEDULES~~	38EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	36
	~~SIGNATURES~~	39SIGNATURES	36
CERTIFICATIONS
Exhibit 31 – Management certification
Exhibit 32 – Sarbanes-Oxley Act

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Special Note Regarding Forward-Looking Statements

Some of our statements under "Business," "Properties," "Legal Proceedings," "Management's Discussion and Analysis of Financial Condition and Results of Operations,"" “the Notes to Financial Statements and elsewhere in this report constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are subject to certain events, risks and uncertainties that may be outside our control. Some of these forward-looking statements include statements of:

·	management's plans, objectives and budgets for its future operations and future economic performance;

·	capital budget and future capital requirements;

·	meeting future capital needs;

·	realization of any deferred tax assets;

·	the level of future expenditures;

·	impact of recent accounting pronouncements;

· the outcome of regulatory and litigation matters;

· the assumptions described in this report underlying such forward-looking statements; and

· Actual results and developments may materially differ from those expressed in or implied by such statements due to a number of factors, including:

o	those described in the context of such forward-looking statements;

o	future service costs;

o	changes in our incentive plans;

o	the markets of our domestic operations;

o	the impact of competitive products and pricing;

o	the political, social and economic climate in which we conduct operations; and

o	the risk factors described in other documents and reports filed with the Securities and Exchange Commission.

In some cases, forward-looking statements are identified by terminology such as "may," "will," "should," "could," "would," "expects," "plans," "intends," "anticipates," "believes," "estimates," "approximates," "predicts," "potential" or "continue" or the negative of such terms and other comparable terminology.

Although we believe that the expectations reflected in these forward-looking statements are reasonable, weit cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor anyone else assumes responsibility for the accuracy and completeness of such statements and is under no duty to update any of the forward-looking statements after the date of this report.

As used in this annual report, “we”, “us”, “our”, “Freedom”, “Freedom” “Company”, “our company”, or “FRDM” refers to Freedom Environmental Services, Inc. and all of its subsidiaries.

PART I

ITEM 1. BUSINESS.

Except for historical information contained herein, the following discussion contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements include, but are not limited to, statements regarding future events and the Company’s plans and expectations. Actual results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, those discussed elsewhere in this Form 10-K or incorporated herein by reference, including those set forth in Management’s Discussion and Analysis of Financial Condition and Results of Operations.General

4The financial statements presented in this report represent the consolidation of Freedom Environmental Services, Inc., a Delaware corporation. Freedom Environmental Services is a holding company and all operations are conducted by its subsidiaries. When the terms “the Company,” “we,” “us” or “our” are used in this document, those terms refer to Freedom Environmental Services, Inc., and its consolidated subsidiaries. When we use the term “Freedom” we are referring only to Freedom Environmental Services, Inc. the parent holding company.

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Overview

Our Company

~~We are~~ Freedom Environmental Services, Inc., aprovides ~~Delaware corporation. We provide~~ wastewater management and recycling services to ~~our~~its customers ~~throughout~~through ~~our~~its different divisions. Brownies Waste Water Solutions is a staple in the Central Florida market since 1948, providing commercial and residential septic services. These services include drain field installation maintenance and repair; grease trap cleaning, maintenance, installation and repair; full service commercial and residential plumbing; sewer drain cleaning, backflow testing, repairs and certifications; lift station cleaning, maintenance, repairs, bio-solids transportation and recycling. Vac and Jet Services covers Freedom’s industrial, municipal and commercial customers. Grease Recovery Solutions handles all of our restaurant, resort and theme park services which include grease trap cleaning, sewer drain cleaning and waste cooking oil for recycling. David M Hickman sanitation services will soon be our Pennsylvania operations. This division handles all aspects of commercial and residential services including septic system cleaning, maintenance and installation.

Our principal executive offices are located at 11372 United Way, Orlando, Florida, 32824. The main phone number is: 407-841-4321 and the Company’s website is http://brownieswws.com.

On July 16, 2010, the Company acquired the assets and certain liabilities of Brownies Waste Water Solutions, Inc. (“Brownies”). Brownies was originally purchased in a Chapter 7 Bankruptcy proceeding in December of 2008, just 18 months before the Company acquired the assets and certain liabilities of Brownies Waste Water Solutions, Inc. Prior to its Bankruptcy proceeding in December of 2008, the business had been operating by unrelated third parties in the Central Florida market since 1948, providing commercial and residential septic services. These services include drain field installation, maintenance and repair; grease trap cleaning, maintenance, installation and repair; full service commercial and residential plumbing; sewer drain cleaning, backflow testing, repairs and certifications; lift station cleaning, maintenance, repairs, bio-solids transportation and recycling. On July 5, 2010 prior to the acquisition of Brownies, Brownies purchased the equipment of Vac and Jet Services which was a defunct company with two Vactor trucks.

On December 13, 2010, Freedom purchased the equipment of Clean Fuel, LLC and placed that equipment into its wholly owned subsidiary, Grease Recovery Solutions, LLC (“Grease”). Grease handles all of the Company’s restaurant, resort and theme park services which include grease trap cleaning, sewer drain cleaning and waste cooking oil for recycling.

In February 2011, the Company entered into a letter of intent with David M. Hickman in Pennsylvania to purchase the equipment, inventory and customer list from a company owned by Mr. Hickman. The Company is in the process of due diligence and has escrowed a non-refundable deposit of $176,875 toward the purchase, which is classified in the accompanying balance sheet as a current deposit. Mr. Hickman has granted the Company an extension to complete the due diligence until May 31, 2012 and by mutual verbal consent the deadline will be extended again beyond May 31, 2012 prior to that time. Mr. Hickman provides sanitation services throughout Pennsylvania. Mr. Hickman’s company provides all aspects of commercial and residential services including septic system cleaning, maintenance and installation. We plan to expand that business to the current services lines that we provide in the State of Florida.

Corporate History

We were incorporated under the laws of the State of Delaware on October 6, 1978 as United States Aircraft Corp. and we have undergone numerous name changes, the most recent being on June 11, 2008 when we amended our certificate of incorporation in order to change our name from BMXP Holdings, Inc. to Freedom Environmental Services, Inc.

On June 24, 2008 we acquired 100% of the membership interests in Freedom Environmental Services, LLC (“FELC”), a Florida Limited Liability Company, for consideration consisting of 20,704,427 shares of our common stock.

As a result of this transaction, the former members of FELC held approximately 59% of our voting capital stock immediately after the transaction and the composition of our senior management became the senior management of FELC. For financial accounting purposes, this acquisition was ~~treated~~ a reverse acquisition of the Issuer by FELC under the purchase method of accounting, and was accounted for as a recapitalization, with FELC as the accounting acquirer.

Principal products or services and their markets

~~Through~~We ~~Freedom, we~~ provide ~~Waste~~wastewater, ~~Water and Storm~~storm-water ~~System~~system ~~Management~~management, ~~Grease~~grease and ~~Organics~~organics ~~Collection~~collection and ~~Disposition~~disposition, ~~and~~commercial ~~Commercial~~plumbing ~~Plumbing~~ and ~~Water~~water ~~System~~system ~~Management~~management to the commercial, industrial, and municipal markets, ~~throughout Central Florida~~ as well as septic system maintenance and repair to the residential market throughout Central Florida.

~~Waste~~Wastewater ~~Water~~ and ~~Storm~~storm-water ~~System~~system ~~Management~~management includes providing services to the commercial and municipal sector, such as the installation and repair of the components of waste collection and disposition, potable water and exterior drainage systems.

Grease and ~~Organics~~organics ~~Collection~~collection and ~~Disposition~~disposition include the collection and disposal of grease waste from commercial restaurants and hotels, as well as raw sewerage from septic tanks, both residential and commercial.

Commercial ~~Plumbing~~plumbing services include pump systems installation, repairs, ~~and~~ maintenance and general activities related to the ~~profession of~~ plumbing profession.

New product or service

~~Currently,~~The ~~Freedom~~Company has been processing grease waste by collecting, transporting and distributing ~~those~~them ~~oil products~~ to dumping sites ~~for processing~~. WeAs ~~have~~a cost reduction measure Freedom entered into a letter of intent with a ~~Company~~company in Pennsylvania. toThe ~~who~~Pennsylvania ~~has~~company compliments our company as a processing center that will ~~reduce~~result ~~our~~in reduced cost of processing the Biofuel with third parties.

5It’s the Company’s intention to develop and produce fuels and natural bio-organic products (such as fertilizer) derived from waste and byproducts.

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We intend to develop and produce fuels and natural bio-organic products (such as fertilizer) derived from waste and byproducts.

Our plans in this area consist of attempting to develop a series of Vertical Organic Collection System platforms within regional and super-regional metropolitan areas by acquiring market leading operators as platforms and utilizing this business model in building regional facilities to produce high grade fuel and bio-organic nutrient products converted from commercial, industrial and residential waste products in the southeast and nationwide (“Biofuel”).

A Vertical Organic Collection System platform would be defined by us as a business enterprise which would control each step in the production of Biofuel.

It is anticipated that this enterprise would:

(a)	Collect raw waste (grease and septage) from customers which would constitute the raw material of Biofuel
(b)	Transport the raw materials to a processing facility controlled by the enterprise where waste convertible into Biofuel (“Feedstock”) would be separated from unusable waste which would be disposed of in an appropriate manner.
(c)	Convert the feedstock into Biofuel

It is our management’s belief that, by controlling each step of the Biofuel production process, we will be able to compete effectively due to economies of scale.

We have entered into a letter of intent with a Company in Pennsylvania to who has a processing center that to process the Biofuel.

Competitive business conditions, the issuer’s competitive position in the industry, and methods of competition

The industries in which we compete and intend to compete are highly competitive and, especially in the area of biofuel production, characterized by rapid technological advancement. Many of our competitors have greater resources than we do.

We compete in our current areas of operation by offering what we believe to be superior service at competitive prices. We also intend to be competitive by acquiring operating companies in the ~~Waste~~wastewater ~~Water~~services ~~Services~~ sector and developing commercial applications to convert the collected waste into fuel and organic nutrients (fertilizer).

~~Sources and availability of labor, raw materials and the names of principal suppliers~~3

~~Labor~~Sources ~~required~~and toavailability ~~provide~~of ~~these~~labor ~~services~~raw ~~are~~materials ~~made~~and ~~available either through existing employees or by subcontractors, depending on~~ the ~~demands~~names of ~~the~~principal ~~project and availability of resources.~~suppliers

Labor required to provide these services are made available either through existing employees or by subcontractors depending on the demands of the project and availability of resources.

The supplies and materials required to conduct our operations are available through a wide variety of sources and are currently obtained through, a wide variety of sources.

The need for any government approval of principal products or services and the status of any requested government approvals

~~Freedom~~The Company’s operations are subject to various federal, state, and local laws and regulations regarding environmental matters and other aspects of the operation of a sewer and drain cleaning and plumbing services business. For certain other activities, such as septic tank and grease pumping, our product, Freedom is subject to state and local environmental health and sanitation regulations. ~~Freedom~~The Company’s current activities also require licensure as a Certified Plumbing Contractor by the State of Florida.

The production of high grade fuel and bio-organic nutrient products converted from commercial, industrial and residential waste products are highly regulated industries and the Company may have to satisfy numerous mandatory procedures, regulations, and safety standards established by federal and state regulatory agencies.

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Effect of existing or probable governmental regulations on the business

There is legislation currently enacted which we feel may have a beneficial impact on our operations ~~by encouraging the usage of biofuels~~:

On December 19, 2007 President Bush signed into law the Energy Independence and Security Act of 2007 (Energy Act of 2007). The Energy Act of 2007 provides for an increase in the supply of alternative fuel sources by setting a mandatory Renewable Fuel Standard (RFS) requiring fuel producers to use at least 36 billion gallons of biofuel by 2022, 16 billion gallon of which must come from cellulosic derived fuel. Additionally, the Energy Act of 2007 called for reducing U.S. demand for oil by setting a national fuel economy standard of 35 miles per gallon by 2020 – which will increase fuel economy standards by 40 percent and save billions of gallons of fuel.

The Energy Policy Act of 1992 (EPAct) was amended in 1998 to include biodiesel as an option for covered fleets to meet a portion of their annual Alternative Fuel Vehicle (AFV) acquisition requirements through the purchase and use of biodiesel.

Under the Biodiesel Fuel Use Credits provisions, fleets may choose to operate existing diesel vehicles that weigh more than 8500 lbs on blends of biodiesel in lieu of purchasing a new AFV. The biodiesel component of the fuel blend must constitute at least 20% of the volume of the fuel (B20). The fleet may count the biodiesel portion of that blend towards their annual AFV requirement. For each 450 gallons of biodiesel purchased and consumed, a full vehicle credit is awarded.

Section 1501 of the Renewable Content of Gasoline (Renewable Fuels Standard) of the Energy Policy Act of 2005 establishes a program requiring gasoline sold in the United States to be mixed with increasing amounts of renewable fuel (usually ethanol) on an annual average basis.

We believe that, due to rising fuel prices, the greater demand for fuel on a worldwide basis and the need to reduce dependence on foreign fuel sources, Federal and State regulatory bodies will continue to enact legislation promoting the use of renewable fuels.

The Clean Water Act prohibits anybody from discharging "pollutants" through a "point source" into a "water of the United States" unless they have a National Pollutant Discharge Elimination System (“NPDES”) permit. The permit will contain limits on what you can discharge, monitoring and reporting requirements, and other provisions to ensure that the discharge does not hurt water quality or people's health. In essence, the permit translates general requirements of the Clean Water Act into specific provisions tailored to the operations of each person discharging pollutants.

NPDES permits are issued by states that have obtained EPA approval to issue permits, or by EPA Regions in states without such approval. In 1995, the Florida Department of Environmental Protection received authorization from the U.S. Environmental Protection Agency (EPA) to administer the NPDES Waste Water program in Florida.

In October 2000, the EPA authorized the Florida Department of Environmental Protection (DEP) to implement the NPDES storm water permitting program in the State of Florida (with the exception of Native American lands). The program regulates point source discharges of storm water runoff from certain industrial facilities. The operators of regulated industrial facilities must obtain an NPDES storm water permit and implement appropriate pollution prevention techniques to reduce contamination of storm water runoff.

We believe that the implementation of the NPDES has a beneficial impact on our operations as services such as the ones that we provide are required in order that permit holders may comply with applicable standards.

On February 13, 2009, Congress passed the American Recovery and Reinvestment Act of 2009 (Recovery Act) at the urging of President Obama, who signed it into law four days later (“ARRA”). A direct response to the economic crisis, the Recovery Act has three immediate goals:

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· Create new jobs and save existing ones;

· Spur economic activity and invest in long-term growth; and

· Foster unprecedented levels of accountability and transparency in government spending.

The Recovery Act intends to achieve those goals by:

· Providing $288 billion in tax cuts and benefits for millions of working families and businesses;

· Increasing federal funds for education and health care as well as entitlement programs (such as extending unemployment benefits) by $224 billion;

· Making $275 billion available for federal contracts, grants and loans; and

· Requiring recipients of Recovery Act funds to report quarterly on how they are using the money. All the data is posted on Recovery.gov so the public can track the Recovery Act funds.

In addition to offering financial aid directly to local school districts, expanding the Child Tax Credit, and underwriting a process to computerize health records to reduce medical errors and save on health care costs, the Recovery Act is targeted at infrastructure development and enhancement. For instance, the Act plans investment in the domestic renewable energy industry, of which we are a part, and the weatherizing of 75 percent of federal buildings as well as more than one million private homes around the country.

Costs and effects of compliance with environmental laws (federal, state and local)

We have not incurred any unusual or significant costs to remain in compliance with any environmental laws.

Employees

The Company’s team currently consists of ~~sixty~~forty-three (6043) employees and several independent contractors. Each management hire has been carefully selected to address immediate needs in particular functional areas, but also with consideration of the Company’s future needs during a period of expected rapid growth and expansion. Value is placed not only on outstanding credentials in specific areas of functional expertise, but also on cross-functionality, collegiality, a strong knowledge of content acquisition and distribution, along with hands-on experience in scaling operations from initial beta and development stage through successful commercial deployment.

WHERE YOU CAN FIND MORE INFORMATION

You are advised to read this Form 10-K in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.

ITEM 1A - Risk Factors

AnAs ~~investment in our common stock involves~~ a ~~high~~smaller ~~degree~~reporting ofcompany ~~risk.~~we ~~You~~are ~~should~~not ~~carefully~~required ~~consider~~to ~~the~~provide ~~following~~a ~~information~~statement ~~about~~of ~~these~~risk ~~risks~~factors. However, ~~together~~we ~~with~~believe ~~the~~this ~~other~~ information ~~contained~~may inbe ~~this~~valuable ~~Annual~~to ~~Report~~our onshareholders ~~Form~~for ~~10-K,~~this ~~before investing in our common stock~~filing. IfWe ~~any~~reserve of the ~~events~~right ~~anticipated~~to bynot ~~the~~provide ~~risks~~risk ~~described~~factors ~~below occur, our results of operations and financial condition could be adversely affected which could result~~ in ~~a decline in the market price of~~ our ~~common~~future ~~stock,~~filings. ~~causing~~Our ~~you~~primary torisk ~~lose~~factors ~~all~~and orother ~~part~~considerations ~~of your investment.~~include:

8We will incur increased costs and demands upon management as a result of complying with the laws and regulations that affect public companies, which could materially adversely affect our results of operations, financial condition, business and prospects.

~~Table~~As a public company and particularly after we cease to be an “emerging growth company,” we will incur significant legal, accounting and other expenses that we did not incur as a private company, including costs associated with public company reporting and corporate governance requirements. These requirements include compliance with Section 404 and other provisions of ~~Contents~~the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, as well as rules implemented by the SEC.

The increased costs associated with operating as a public company will decrease our net income or increase our net loss, and may require us to reduce costs in other areas of our business. Additionally, if these requirements divert our management’s attention from other business concerns, they could have a material adverse effect on our results of operations, financial condition, business and prospects.

However, for as long as we remain an “emerging growth company” as defined in the Jumpstart our Business Startups Act of 2012, or JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.”

If the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30, we would cease to be an “emerging growth company” as of the following June 30, or if we issue more than $1 billion in non-convertible debt in a three-year period, we would cease to be an “emerging growth company” immediately.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. An “emerging growth company” can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

The Report Of Our Independent Registered Public Accounting Firm Contains Explanatory Language That Substantial Doubt Exists About Our Ability To Continue As A Going Concern

The independent auditor’s report on our financial statements contains explanatory language that substantial doubt exists about our ability to continue as a going concern. We have a net loss for the year ended December 31, ~~2010~~2011 of $21,~~540~~850,~~899~~507, an accumulated deficit at December 31, ~~2010~~2011 of $2022,~~479~~330,~~604~~111, cash flows used in operating activities of $~~116~~176,~~307~~759 and need additional cash flows to maintain our operations. We depend on the continued contributions of our executive officers to finance our operations and to need to obtain additional funding sources to explore potential strategic relationships and to provide capital and other resources for the further development and marketing of our products and business. If we are unable to obtain sufficient financing in the near term or achieve profitability, then we would, in all likelihood, experience severe liquidity problems and may have to curtail or cease our operations altogether. If we curtail our operations or cease our operations, we may be placed into bankruptcy or undergo liquidation, the result of which will adversely affect the value of our common shares.

~~Because~~Our Webusiness ~~Are~~strategy, ~~Quoted~~in ~~On The OTCBB “Pink Sheets” Instead Of An Exchange Or National Quotation System~~part, ~~Our~~depends ~~Investors~~upon ~~May~~our ~~Have~~ability Ato ~~Tougher~~complete ~~Time~~and ~~Selling~~manage ~~Their~~acquisitions ~~Stock~~of Orassets ~~Experience~~and/or ~~Negative~~of ~~Volatility~~other ~~On The Market Price Of Our Stock~~companies.

Our common stock is traded on the OTCBB “Pink Sheets”. The OTCBB “Pink Sheets” is often highly illiquid, in part because it does not have a national quotation system by which potential investors can follow the market price of shares except through information received and generated by a limited number of broker-dealers that make markets in particular stocks. There is a greater chance of volatility for securities that trade on the OTCBB “Pink Sheets” as compared to a national exchange or quotation system. This volatility may be caused by a variety of factors, including the lack of readily available price quotations, the absence of consistent administrative supervision of bid and ask quotations, lower trading volume, and market conditions. Investors in our common stock may experience high fluctuations in the market price and volume of the trading market for our securities. These fluctuations, when they occur, may have a negative effect on the market price for our securities. Accordingly, our stockholders may not be able to realize a fair price from their shares when they determine to sell them or may have to hold them for a substantial period of time until the market for our common stock improves.6

Our business strategy, in part, is to grow through acquisition of assets and/or other businesses, which depend on our ability to identify, negotiate, complete and integrate suitable acquisitions. (See Item 1 Business.) Even if we complete an acquisition we may experience:

·	difficulties in integrating any assets and/or acquired companies, personnel and products into our existing business;

·	delays in realizing the benefits of the acquired company or products;

·	significant demands on the Company’s management, technical, financial and other resources;

·	diversion of our management’s time and attention to unexpected problems;

·	higher costs of integration than we anticipated;

·	difficulties in retaining key employees of the acquired businesses who are necessary to manage these acquisitions; and/or

·	anticipated benefits of acquisitions may not materialize as planned.

We depend significantly upon the continued involvement of our present management.

~~Our~~The Company’s success depends tosignificantly ~~a significant degree~~ upon the involvement of our present management, who ~~are~~is in charge of our strategic planning and operations. We may need to attract and retain additional talented individuals in order to carry out our business objectives. The competition for ~~such~~individuals ~~persons~~with expertise in this industry could be intense and there are no assurances that these individuals will be available to us.

Our Common Stock Is Subject To Penny Stock Regulation

Our shares are subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act. The Commission generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the Commission; authorized for quotation on the NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the registrant's net tangible assets; or exempted from the definition by the Commission. Since our shares are deemed to be "penny stock", trading in the shares will be subject to additional sales practice requirements on broker/dealers who sell penny stock to persons other than established customers and accredited investors.

93a51-1 provides that any equity security is considered to be penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the Commission; authorized for quotation on the NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the registrant's net tangible assets; or exempted from the definition by the Commission. Since our shares are deemed to be "penny stock", trading in the shares will be subject to additional sales practice requirements on broker/dealers who sell penny stock to persons other than established customers and accredited investors.

~~Table~~Current ofeconomic ~~Contents~~recession and political turmoil could materially adversely affect the Company.

The Company’s future operations and performance depend significantly on worldwide economic and political conditions. Uncertainty about current global economic conditions poses a risk as consumers and businesses have postponed spending in response to tighter credit, negative financial news and/or declines in income or asset values, which could have a material negative effect on the demand for our potential energy resources, of which there are no assurances such exist in economically feasible quantities or qualities, and a resulting drop in the prices of such items, actual demand for energy and natural resources could also differ materially from the Company’s expectations. Other factors that could influence demand include continuing increases in fuel and other energy costs, conditions in the residential real estate and mortgage markets, the financial crisis, labor and healthcare costs, access to credit, consumer confidence, and other macroeconomic factors. These and geopolitical events such as war and terrorist actions could have a material adverse effect on demand for the Company’s products and services and on the Company’s financial condition, operating results, and cash flows.

Climate change and related regulatory responses may impact our business.

Climate change as a result of emissions of greenhouse gases is a significant topic of discussion and may generate U.S. federal and other regulatory responses in the near future. It is impracticable to predict with any certainty the impact of climate change on our business or the regulatory responses to it, although we recognize that they could be significant. However, it is too soon for us to predict with any certainty the ultimate impact, either directionally or quantitatively, of climate change and related regulatory responses.

To the extent that climate change increases the risk of natural disasters or other disruptive events in the areas in which we operate, we could be harmed. While we maintain business recovery plans that are intended to allow us to recover from natural disasters or other events that can be disruptive to our business, our plans may not fully protect us from all such disasters or events.

Compliance with changing regulation of corporate governance and public disclosure will result in additional expenses and pose challenges for our management.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated there under, the Sarbanes-Oxley Act and SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the U.S. public markets. Our management team will need to devote significant time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

If we are unable to hire, retain or motivate qualified personnel, consultants and advisors, we may not be able to grow effectively.

Our performance will be largely dependent on the talents and efforts of highly skilled individuals. Our future success depends on our continuing ability to identify, hire, develop, motivate and retain highly qualified personnel for all areas of our organization. Competition for such qualified employees is intense. If we do not succeed in attracting excellent personnel or in retaining or motivating them, we may be unable to grow effectively. In addition, our future success will depend in large part on our ability to retain key consultants and advisors. Our inability to retain their services could negatively affect our business and our ability to execute our business strategy.

Risks Related to our Securities

The market price for our common stock may be volatile, and you may not be able to sell our stock at a favorable price or at all.

Many factors could cause the market price of our common stock to rise and fall, including:

·	actual or anticipated variations in our quarterly results of operations;

·	changes in market valuations of companies in our industry;

·	changes in expectations of future financial performance;

·	fluctuations in stock market prices and volumes;

· issuances ~~by us~~ of dilutive common stock or other securities in the future;

· the addition or departure of key personnel; ~~and~~

· announcements by us or our competitors of acquisitions, investments or strategic alliances.; and

It is possible that the proceeds from sales of our common stock may not equal or exceed the prices you paid for the shares after including the costs and fees of making the sales.

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Substantial sales of our common stock, or the perception that such sales might occur, could depress the market price of our common stock.

We cannot predict whether future issuances of our common stock or resale in the open market will decrease the market price of our common stock. The consequence of any such issuances or resale of our common stock on our market price may be increased as a result of the fact that our common stock is thinly, or infrequently, traded. The exercise of any options, or the vesting of any restricted stock that we may grant to directors, executive officers and other employees in the future, the issuance of common stock in connection with acquisitions and other issuances of our common stock may decrease the market price of our common stock.

Holders of our common stock have a risk of potential dilution if we issue additional shares of common stock in the future.

Although our Board of Directors intends to utilize its reasonable business judgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our common stock, the future issuance of additional shares of our common stock would cause immediate, and potentially substantial, dilution to the net tangible book value of those shares of common stock that are issued and outstanding immediately prior to such transaction. Any future decrease in the net tangible book value of our issued and outstanding shares could have a material adverse effect on the market value of our shares.

We do not intend to pay cash dividends to our stockholders, so you will not receive any return on your investment in our Company prior to selling your interest in the Company.

The Company has never paid any cash dividends to our stockholders. We currently intend to retain any future earnings for funding growth and, therefore, do not expect to pay any cash dividends in the foreseeable future. As a result, you will not receive any return on your investment prior to selling your shares in our Company and, for the other reasons discussed in this “Risk Factors” section, you may not receive any return on your investment even when you sell your shares in our Company.

Certain shares of our common stock are restricted from immediate resale. The lapse of those restrictions, coupled with the sale of the related shares in the market, or the market’s expectation of such sales, could result in an immediate and substantial decline in the market price of our common stock.

Most of our shares of common stock are restricted from immediate resale in the public market. The restricted shares are restricted in accordance with Rule 144, which states that if unregistered, restricted securities are to be sold, a minimum of one year must elapse between the later of the date of acquisition of the securities from the issuer or from an affiliate of the issuer, and any resale of those securities in reliance on Rule 144. The Rule 144 restrictive legend remains on the stock until the holder of the stock holds the stock for longer than six months (unless an affiliate) and meets the other requirements of Rule 144 to have the restriction removed. The sale or resale of those shares in the public market, or the market’s expectation of such sales, may result in an immediate and substantial decline in the market price of our shares. Such a decline will adversely affect our investors, and make it more difficult for us to raise additional funds through equity offerings in the future.

Our common stock is subject to restrictions on sales by broker-dealers and penny stock rules, which may be detrimental to investors.

Our common stock is subject to Rules 15g-1 through 15g-9 under the Exchange Act, which imposes certain sales practice requirements on broker-dealers who sell our common stock to persons other than established customers and “accredited investors” (as defined in Rule 501(a) of the Securities Act). For transactions covered by this rule, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. This rule adversely affects the ability of broker-dealers to sell our common stock and purchasers of our common stock to sell their ~~Shares~~shares of our common stock.

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Additionally, our common stock is subject to SEC regulations applicable to “penny stocks.” Penny stocks include any non-Nasdaq equity security that has a market price of less than $5.00 per share, subject to certain exceptions. The regulations require that prior to any non-exempt buy/sell transaction in a penny stock; a disclosure schedule proscribed by the SEC relating to the penny stock market must be delivered by a broker-dealer to the purchaser of such penny stock. This disclosure must include the amount of commissions payable to both the broker-dealer and the registered representative and current price quotations for our common stock. The regulations also require that monthly statements be sent to holders of a penny stock that disclose recent price information for the penny stock and information of the limited market for penny stocks. These requirements adversely affect the market liquidity of our common stock.

Anti-Takeover, Limited Liability and Indemnification Provisions

Certificate of Incorporation and By-laws.

Under our certificate of incorporation, our Board of Directors may issue additional shares of common or preferred stock. Any additional issuance of common or preferred stock could have the effect of impeding or discouraging the acquisition of control of us by means of a merger, tender offer, proxy contest or otherwise, including a transaction in which our stockholders would receive a premium over the market price for their shares, and thereby protects the continuity of our management. Specifically, if in the due exercise of its fiduciary obligations, the Board of Directors were to determine that a takeover proposal was not in our best interest, shares could be issued by our Board of Directors without stockholder approval in one or more transactions that might prevent or render more difficult or costly the completion of the takeover by:

·	diluting the voting or other rights of the proposed acquirer or insurgent stockholder group,

·	putting a substantial voting bloc in institutional or other hands that might undertake to support the incumbent Board of Directors, or

·	effecting an acquisition that might complicate or preclude the takeover.

Our certificate of incorporation also allows our Board of Directors to fix the number of directors in the bylaws. Cumulative voting in the election of directors is specifically denied in our certificate of incorporation. The effect of these provisions may be to delay or prevent a tender offer or takeover attempt that a stockholder may determine to be in his or its best interest, including attempts that might result in a premium over the market price for the shares held by ~~our~~the stockholders.

Delaware Anti- Takeover Law.

We are subject to the provisions of Section 203 of the Delaware General Corporation Law concerning corporate takeovers. This section prevents many Delaware corporations from engaging in a business combination with any interested stockholder, under specified circumstances. For these purposes, a business combination includes a merger or sale of more than 10% of our assets, and an interested stockholder includes a stockholder who owns 15% or more of our outstanding voting stock, as well as affiliates and associates of these persons. Under these provisions, this type of business combination is prohibited for three years following the date that the stockholder became an interested stockholder unless:

12· the transaction in which the stockholder became an interested stockholder is approved by the Board of Directors prior to the date the interested stockholder attained that status;

~~Table~~· on consummation of ~~Contents~~the transaction that resulted in the stockholders becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding those shares owned by persons who are directors and also officers; or

· the transaction in which the stockholder became an interested stockholder is approved by the Board of directors prior to the date the interested stockholder attained that status;

· on consummation of the transaction that resulted in the stockholders becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction was commenced, excluding those shares owned by persons who are directors and also officers; or

·	on or subsequent to that date, the business combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

This statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire us.

Limited Liability and Indemnification.

Our certificate of incorporation eliminates the personal liability of our directors for monetary damages arising from a breach of their fiduciary duty as directors to the fullest extent permitted by Delaware law. This limitation does not affect the availability of equitable remedies, such as injunctive relief or rescission. Our certificate of incorporation requires us to indemnify our directors and officers to the fullest extent permitted by Delaware law, including in circumstances in which indemnification is otherwise discretionary under Delaware law.

Under Delaware law, we may indemnify our directors or officers or other persons who were, are or are threatened to be made a named defendant or respondent in a proceeding because the person is or was our director, officer, employee or agent, if we determine that the person:

·	conducted himself or herself in good faith, reasonably believed, in the case of conduct in his or her official capacity as our director or officer, that his or her conduct was in our best interests, and, in all other cases, that his or her conduct was at least not opposed to our best interests; and

·	in the case of any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

These persons may be indemnified against expenses, including attorneys fees, judgments, fines, including excise taxes, and amounts paid in settlement, actually and reasonably incurred, by the person in connection with the proceeding. If the person is found liable to the corporation, no indemnification will be made unless the court in which the action was brought determines that the person is fairly and reasonably entitled to indemnity in an amount that the court will establish. Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or persons controlling us under the above provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

If we experience delays and/or defaults in customer payments, we could be unable to recover all expenditures.

Because of the nature of our contracts, at times we commit resources to projects prior to receiving payments from the customer in amounts sufficient to cover expenditures on projects as they are incurred. Delays in customer payments may require us to make a working capital investment. If a customer defaults in making their payments on a project in which we have devoted resources, it could have a material negative effect on our results of operations.

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Our recent and future acquisitions may not be successful.

We expect to continue pursuing selective acquisitions of businesses. We cannot assure you that we will be able to locate acquisitions or that we will be able to consummate transactions on terms and conditions acceptable to us, or that acquired businesses will be profitable. Acquisitions may expose us to additional business risks different than those we have traditionally experienced. We also may encounter difficulties integrating acquired businesses and successfully managing the growth we expect to experience from these acquisitions.

We may choose to finance future acquisitions with debt, equity, cash or a combination of the three. We can give no assurances that any future acquisitions will not dilute earnings or disrupt the payment of a stockholder dividend. To the extent we succeed in making acquisitions, a number of risks will result, including:

•	The possible assumption of material liabilities (including for environmental-related costs);

•	Failure of due diligence to uncover situations that could result in legal exposure or to quantify the true liability exposure from known risks;

•	The diversion of management's attention from the management of daily operations to the integration of operations;

•	Difficulties in the assimilation and retention of employees and difficulties in the assimilation of different cultures and practices, as well as in the assimilation of broad and geographically dispersed personnel and operations, as well as the retention of employees generally;

•	The risk of additional financial and accounting challenges and complexities in areas such as tax planning, treasury management, financial reporting and internal controls; and

•	We may not be able to realize the cost savings or other financial benefits we anticipated prior to the acquisition.

The failure to successfully integrate acquisitions could have an adverse effect on our business, financial condition and results of operations.

If we do not effectively manage our growth, our existing infrastructure may become strained, and we may be unable to increase revenue growth.

Our past growth that we have experienced, and in the future may experience, may provide challenges to our organization, requiring us to expand our personnel and our operations. Future growth may strain our infrastructure, operations and other managerial and operating resources. If our business resources become strained, our earnings may be adversely affected and we may be unable to increase revenue growth. Further, we may undertake contractual commitments that exceed our labor resources, which could also adversely affect our earnings and our ability to increase revenue growth.

~~We have identified material weaknesses in our internal procedures and controls over financial reporting.~~12

As of December 31, 2010, management identified certain material weaknesses in our internal procedures and controls over financial reporting. Accordingly, we will need to put in place a remediation plan to strengthen and improve our internal controls and address the material weaknesses identified. If these remedial measures are insufficient to address these weaknesses or are not implemented effectively, material misstatements in our interim or annual financial statements may occur in the future. This may cause future interim or annual reports to be delayed or become delinquent, which would have a negative impact on our company and the public market for our stock.

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SHOULD ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED

ITEM 1B. UNRESOLVED STAFF COMMENTS

~~This~~The ~~Item~~Company ishas ~~not~~an ~~applicable~~unresolved tocomment usletter asdated weMarch 28, 2012, in which there are ~~not~~outstanding comments to be cleared by the Commission staff regarding an ~~accelerated~~8-K ~~filer,~~that awas ~~large~~filed ~~accelerated~~on ~~filer~~February 24, or2012 aand ~~well-seasoned~~March ~~issuer~~23, 2012.

ITEM 2. PROPERTIES

In ~~August~~September 2010, we entered into a lease agreement for 6,000 square feet of office and warehouse space in Orlando, FL. The lease is for a period of five years commencing on September 1, 2010. The Company pays a monthly lease payment of $5,000 ~~per month~~. The lease contains a renewal option enabling the Company to renew the lease for an additional year upon terms and conditions acceptable to the owner. Pursuant to the lease, Freedom is responsible for the payment of all property taxes, maintenance, and repair charges during the term of the lease. The property is utilized full time by us.

This property is utilized as office space and is also utilized to house equipment and supplies, including vehicles tools and materials, which may be required in our operations. ~~We believe that the foregoing property is adequate to meet our current needs.~~

In February 2011, the Company entered into an additional lease agreement for 7,500 square feet of additional warehouse space in a separate location in Orlando, FL. The lease is for a period of three years commencing on February 1, 2011. The Company pays an initial monthly lease payment of $7,169 with provision of three percent increase annually.

We believe that the foregoing properties are adequate to meet our current operating needs.

ITEM 3. LEGAL PROCEEDINGS

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our company’s or our company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect except noted below.

In September 2010, the Company became aware that one of the shareholders of Brownies Waste Water Solutions, Inc., Gary Goldstein, prior to the acquisition, allegedly misappropriated $15,000 of the Company’s funds (the “Funds”) by attempting to transfer or pass through funds of an unrelated bankrupt company through the Company’s bank accounts to disguise them as services Brownies was to perform when in fact it was an attempt to disguise it as legal services for the shareholder. The Company contacted Bank of America who was the single largest creditor in the unrelated bankrupt company and returned the funds to the bankruptcy court. The Company contacted the Bankruptcy Trustees Office as to the action of the shareholder and they are investigating the shareholder to determine the next course of action. The Company is investigating the accounting records to determine if there are additional improprieties prior to the purchase of Brownies and have reported this to the appropriate authorities.

The Company become aware the sellers of Brownies failed to disclose in the Asset Purchase Agreement additional liabilities of $195,000; which included an outstanding invoice of $21,000 for required cleanup in Orange County, Florida, $18,000 of unpaid personal property taxes, unemployment taxes of $99,144 and $57,000 owed to Shelley Septic, Inc. The Company is investigating if there are any additional undisclosed liabilities in the acquisition of Brownies.

The Company was a Defendant in litigation with Harvey Blonder, Gary Goldstein, and Robin Bailey v. Freedom Environmental Services, Inc., and Michael Borish, individually. This case was in Circuit Court of the Ninth Judicial Circuit, in and for Orange County, Florida, Case No. 2010-CA-026477-0 related to the acquisition of Brownies Waste Water Solutions in July 17, 2010. The Original Complaint was dismissed on a Motion to Dismiss Failure to State a Claim and the Court allowed the Plaintiffs to file an Amended Complaint. The Amended Complaint was filed on June 3, 2011 which alleges – Declaratory Relief, Fraudulent Inducement to Enter a Contract, Negligent Misrepresentation, Breach of Contract Warranties, Accounting, and Rescission of Purchase Agreement. There are currently issues with that litigation which are being evaluated by counsel for the Company, including the end of that litigation.

ITEM 4. REMOVED AND RESERVED

PART II

ITEM 5. MARKET FOR REGISTANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUERS PURCHASES OF EQUITY SECURITIES.

Freedom common stock is traded in the over-the-counter market, and quoted in the National Association of Securities Dealers Inter-dealer Quotation System (“Electronic Bulletin Board) and can be accessed on the Internet at www.pinksheets.~~comunder~~com under the symbol “FRDM.PK.”

At December 31, ~~2010~~2011, there were ~~103~~133,~~444~~443,~~617~~434 shares of common stock of Freedom outstanding and there were ~~approximately~~in ~~610~~excess of 600 shareholders of record of the Company’s common stock.

The following table sets forth for the periods indicated the high and low bid quotations for Freedom’s common stock. These quotations represent inter-dealer quotations, without adjustment for retail markup, markdown or commission and may not represent actual transactions.

Periods	High		Low
Fiscal Year 2011
First Quarter (January – March 2011)	$	0.06	$	0.01
Second Quarter (April – June 2011)	$	0.09	$	0.03
Third Quarter (July – September 2011)	$	0.07	$	0.04
Fourth Quarter (October – December 2011)	$	0.06	$	0.02
Fiscal Year 2010
First Quarter (January – March 2010)	$	.339	$	.24
Second Quarter (April – June 2010)	$	.035	$	.028
Third Quarter (July – September 2010)	$	.026	$	.026
Fourth Quarter (October – December 2010)	$	.0133	$	.0133

~~Table~~On May 11, 2012, the closing bid price of ~~Contents~~our common stock was $0.03.

Periods	High		Low
Fiscal Year 2010
First Quarter (January – March 2010)	$	.339	$	.24
Second Quarter (April – June 2010)	$	.035	$	.028
Third Quarter (July – September 2010)	$	.026	$	.026
Fourth Quarter (October – December 2010)	$	.0133	$	.0133
Fiscal Year 2009
First Quarter (January – March 2009)	$	.02	$	.02
Second Quarter (April – June 2009)	$	.01	$	.01
Third Quarter (July – September 2009)	$	.25	$	.25
Fourth Quarter (October – December 2009)	$	.15	$	.15

On June 2, 2011, the closing bid price of our common stock was $0.08

Dividends

To date, the Company has never declared or paid any cash dividends on our capital stock and we do not expect to pay any cash dividends in the foreseeable future. Payment of future dividends, if any, will be at the discretion of our Board of Directors after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs and plans for expansion.

Transfer Agent

Freedom’s Transfer Agent and Registrar for the common stock is Colonial Stock Transfer located in Salt Lake City, Utah.

Recent sales of Unregistered Securities

2012

During the quarter ended March 31, 2012, the Company issued 125,000 common shares for $5,000 of services and expenses rendered by consultants.

2011

OnDuring ~~January~~the 3year ended December 31, 2011, the Company issued 118,~~311~~325,~~475~~000 common shares for $405,600 of ~~common~~services ~~stock~~and expenses rendered by consultants and $116,750 for payment to related parties for services rendered. The Company issued 11,073,817 for the conversion of debt and accrued interest and the Company converted $896,~~000~~014 ofin ~~convertible~~ debt.

OnDuring ~~January~~the 4year ended December 31, 2011, the Company issued ~~500,000~~preferred ~~common~~series A shares toof ~~Dr.~~2,559,222 ~~Scott~~valued ~~Levine~~at $17,915 for ~~his~~accrued ~~appointment~~salaries toof the ~~board~~CEO ofand ~~directors~~COO.

OnDuring ~~January~~the 7year ended December 31, 2011, the Company issued 1,000,000 of warrants at a $0.05 exercise price were exercised with proceeds of $50,000 received. The Company also issued 7,000,000 and 4,~~400~~000,000 warrants in ~~common~~2011 ~~shares~~with ~~for~~exercise ~~investor~~prices ~~relations~~of ~~services~~$0.01 and $0.05, respectively.

OnThe ~~January~~Company ~~12,~~has ~~2011~~warrants ~~the~~but ~~Company~~no ~~issued~~options 1outstanding as of December 31,~~538,462~~ in2011. ~~common~~All ~~shares~~warrants ~~for~~are ~~the~~fully ~~conversion~~vested ofand ~~$10~~have expirations,~~000~~ ofamounts ~~convertible~~and ~~debt.~~exercise prices as indicated below:

OnSeptember ~~January 13, 2011 the Company issued~~ 1,~~230,769~~ ~~in common shares for the conversion of $8~~2013 7,000 ~~in convertible debt~~,000 $0.01

OnDecember ~~January~~ 13, ~~2011 the Company issued 1~~2013 5,000,000 ~~in common shares for investor relations services~~ $0.10

OnSeptember ~~January 19, 2011 the Company issued~~ 1,~~230,769~~ ~~in common shares for the conversion of $8~~2014 4,000 ~~of convertible debt~~,000 $0.05

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2010

During the year ended December 31, 2010, the Company issued 48,000,~~000common~~000 common shares, and cancelled 1,333,~~333common~~333 common shares in the acquisition of Brownies ~~Waste~~Wastewater ~~Water~~ Solutions, Inc. valued at $1,166,666., ~~The~~the Company issued 12,424,333 common shares for services and expensed $1,653,975 for services rendered by consultants. The Company issued 911,494 ~~shares~~ of common stock for interest that was expensed as interest expense in the amount of $18,230; The Company issued 16,524,416 common shares for the conversion of debt and the ~~Company~~company converted $490,~~279in~~279 in debt of the Company. The Company issued 10,000,000 common shares as collateral for the Note with Scott Levine, a related party.

During the year ended December 31, 2010, the Company issued preferred series A shares of 3,177,111 valued at $47,657 for accrued salaries of the CEO and COO.

The Company has warrants but no options outstanding as of December 31, 2010. The warrants consist of 5,000,000 warrants at a $0.10 exercise price which are fully vested, and have a three (3) year life and expire December 13, 2013.

2009

In December 31, 2009, the Company issued 35,054,238 common shares for services from consultants and expensed $3,902,832 for consulting services rendered. The Company issued 1,665,500 common shares for the conversion of $418,041 of debt.

The offer and sale of all such shares of our common stock were effected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Rule 506 promulgated under the Securities Act and in Section 4(2) of the Securities Act, based on the following: (a) the investors confirmed to us that they were “accredited investors,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information requested with respect to our Company; (d) the investors acknowledged that all securities being purchased were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.

Preferred Stock

The Company has authorized 75,000,000 shares of preferred stock, at $0.001 par value and 35,~~177~~736,~~111are~~333 are issued and outstanding as of December 31, ~~2010~~2011. The Corporation ~~establishes~~established and designates the rights and preferences of a Series A Convertible Preferred Stock, and reserves 5,000,000 shares of preferred stock against its issuance, such rights, preferences and designations. Each share of the Preferred Stock shall have 300 votes on all matters presented to be voted by the holders of our common stock and is convertible to common stock on a one for one basis as of the origination date on October 31, 2010. From that time forward, as the corporation issues additional shares of common stock the conversion ratio of the preferred stock increases to maintain the shares proportional ownership of the Company. As of December 31, 2011 the conversion rate is one share of preferred stock for 1.5 shares of common stock. All shares of preferred stock that have been issued were issued as compensation to the CEO & COO with 2,559,222 valued at $17,914 and 3,177,111 valued at $431,115 and $47,657 in the years ended December 31, 2011 and 2010, respectively.

Warrants and Options

There were 16,000,000 and 5,000,000 warrants and no options issued and outstanding as of December 31, 2011 and December 31, 2010, respectively.

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Stock Splits

Share data in this report have been adjusted to reflect the following stock splits relating to the Company's common stock: September 23, 2008, the ~~board~~Board of ~~directors~~Directors authorized a 1-for-50 reverse stock split. The financial statements ~~have~~were ~~been~~ retroactively restated to reflect this split.

ITEM 6.SELECTED FINANCIAL DATA.

The following information has been summarized from financial information included elsewhere and should be read in conjunction with such financial statements and notes thereto ~~included elsewhere herein~~.

Summary of Statements of Operations of FRDM

Year Ended December 31, ~~2010~~2011 and ~~2009~~2010

Statement of Operations Data
	December 31,
	2010			2009
Revenues	$	2,188,149		$	293,282
Cost of Sales		1,606,404			235,481
Operating and Other Expenses		3,122,644			5,006,286
Net Loss	$	(2,540,899	)	$	(4,948,484	)
Balance Sheet Data:
	December 31,
		2010			2009
Current Assets	$	489,640		$	10,952
Total Assets		2,825,932			13,306
Current Liabilities		2,309,987			1,753,997
Non Current Liabilities		-			-
Total Liabilities		2,309,987			1,753,997
Working Capital (Deficit)		(1,820,347	)		(1,743,045	)
Shareholders'Equity (Deficit)	$	515,945		$	(1,740,689	)

18Statement of Operations Data

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	December 31, 2011			December 31, 2010
Revenues	$	5,670,068 .		$	2,188,149 .
Cost of Sales		4,160,526 .			1,606,404 .
Operating & Other Expenses		3,360,049 .			3,122,644 .

Net Loss	$	(1,850,507	)	$	(2,540,899	)

Balance Sheet Data

	December 31, 2011			December 31, 2010
Current Assets	$	495,246 .		$	489,640 .
Total Assets		2,366,645 .			2,825,932 .
Current Liabilities		2,070,353 .			2,309,987 .
Non Current Liabilities		279,777 .			- .
Working Capital (Deficit)		(1,575,107	)		(1,820,347	)
Shareholders’ Equity	$	16,515 .		$	515,945 .

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is management’s discussion and analysis of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying consolidated financial statements, as well as information relating to the plans of our current management. This report includes forward-looking statements. Generally, the words “believes,” “anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,” “continue,” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.

The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes thereto and other financial information contained elsewhere in this Form 10-K.

Business

We provide wastewater management and recycling services to our customers throughout our different divisions. On July 1716, 2010, wethe Company acquired the assets and certain liabilities of Brownies Waste Water Solutions, ~~which~~Inc. ~~has~~(“Brownies”). Brownies ~~been~~was isoriginally purchased in a ~~staple~~Chapter 7 Bankruptcy proceeding in December of 2008, just 18 months before the Company acquired the assets and certain liabilities of Brownies Waste Water Solutions, Inc. Prior to its Bankruptcy proceeding in December of 2008, the business had been operating by unrelated third parties in the Central Florida market since 1948, providing commercial and residential septic services. These services include drain field installation, maintenance and repair; grease trap cleaning, maintenance, installation and repair; full service commercial and residential plumbing; sewer drain cleaning, backflow testing, repairs and certifications; lift station cleaning, maintenance, repairs, bio-solids transportation and recycling. ~~Prior~~On July 5, 2010 prior to the acquisition of Brownies, Brownies purchased the equipment of Vac and Jet Services which was a defunct company ~~that~~with ~~only remaining assets was~~ two ~~Vactors~~Vactor ~~which was purchased in July 5, 2010~~trucks. On December 13, 2010, Freedom purchased the equipment of Clean Fuel, LLC and placed that equipment into its wholly owned subsidiary, Grease Recovery Solutions, LLC (“Grease”). Grease ~~Recovery~~ handles all of ~~our~~the Company’s restaurant, resort and theme park services which include grease trap cleaning, sewer drain cleaning and waste cooking oil for recycling. Clean Fuel, LLC had disposed of its commercial ~~sector~~service and only had equipment remaining as its only asset and Freedom purchased that equipment ~~which valued at $1~~.~~3 million.~~

In February of 2011, wethe Company entered into a ~~LOI~~letter of intent with David M. Hickman in Pennsylvania. WeThe ~~are~~Company is in the process of due diligence and have ~~escrow~~escrowed a non-refundable deposit of $175,000 towards the purchase, ofwhich ~~that~~is ~~business~~classified in the accompanying balance sheet as a long-term deposit. Mr. Hickman has granted the Company an extension to complete the due diligence byuntil ~~December~~May 31, ~~2011~~2012. ~~We anticipate entering into a definitive agreement by July or August of 2011~~Mr. ~~David~~ M. Hickman provides sanitation services ~~provides services~~ throughout Pennsylvania. ~~This~~Mr. ~~division~~Hickman’s ~~handles~~company provides all aspects of commercial and residential services including septic system cleaning, maintenance and installation. We plan to expand that business to the current services lines that we provide in the State of Florida.

Critical Accounting Policies

~~Principle~~Principles of Consolidation

The ~~Company~~consolidated ~~has~~financial ~~consolidated~~statements ~~Freedom~~include ~~Environmental,~~the ~~Inc.,~~accounts of Freedom Environmental Services, ~~LLC (inactive)~~Inc., Brownies ~~Waste~~Wastewater ~~Water Solutions~~Services, Inc, ~~B & P Environmental LLC,~~ and Grease Recovery Solutions, LLC. ~~and~~all ~~eliminated~~intercompany ~~all~~accounts ~~significant~~and ~~intercompany~~transactions ~~adjustments~~have been eliminated in the ~~accompanying~~ consolidated financial statements.

Use of Estimates and Assumptions

19The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net revenues and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates.

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The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net sales and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates.

These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates.

Revenue Recognition

Revenue includes product sales and provision of services. The Company recognizes revenue from product sales and provision of services at the time evidence of an arrangement exists, fees are contractually fixed or determinable, collection is reasonably assured through historical collection results and regular credit evaluations, and there are no uncertainties regarding customer acceptance.

Accounts Receivable and Allowance for Uncollectible Accounts

Substantially all of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company will maintain allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments for services. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the ~~amount~~number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged off against the allowance when it is probable the receivable will not be recovered. The Company has reserved $45,~~300~~030 as allowance for doubtful ~~accountants~~accounts at December 31, ~~2010~~2011 and ~~wrote~~recorded ~~off~~ $5941,~~243~~278 inof bad debt expense during ~~2010~~the twelve months ended December 31, 2011.

Advertising Expense

Advertising costs are charged to expense as incurred and are included in sales and marketing expenses in the accompanying financial statements. The Company recognized advertising expenses of $3138,~~458~~287 and $5031,~~048for~~458 for the years ended December 31, ~~2010~~2011 and ~~2009,~~2010 respectively.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At December 31, ~~2010~~2011, cash and cash equivalents include cash on hand and cash in the bank and the FDIC insures these deposits up to $250,000.

Inventory

The Company inventory is carried at the lower of cost or net realizable value using the first-in, first-out (“FIFO”) method. The Company’s ~~evaluates~~inventory ~~the~~is ~~need~~comprised toof ~~record~~supplies ~~adjustments~~and ~~for~~parts ~~inventory~~used onin athe ~~regular~~Company’s ~~basis~~operations. The Company ~~policy~~evaluates isthe need to ~~evaluate~~record ~~all~~adjustments ~~inventories including raw material and finished goods~~ for ~~all~~obsolescence ofto ~~its~~inventory ~~product~~on ~~offerings~~a ~~across~~regular ~~all of the Companies operating subsidiaries~~basis. At December 31, ~~2010~~2011, the ~~value of the~~ Company’s inventory balance was $~~70,658~~0 and at December 31, ~~2009~~2010, the ~~value of the~~ Company’s inventory balance was $070,658.

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Property and Equipment

Property and equipment is recorded at cost and depreciated over the estimated useful ~~lives~~life, ranging from three to ten ~~yearsof~~years, ~~the assets~~ using the straight-line method. When items are retired or otherwise disposed of, ~~income~~loss or gain is charged or credited for the difference between the net book value and proceeds realized. Ordinary maintenance and repairs are charged to expense as incurred, and replacements and betterments are capitalized.

Goodwill and Other Intangible Assets

Goodwill represents the excess of the purchase price and related costs over the value assigned to net tangible and identifiable intangible assets of businesses acquired and accounted for under the purchase method, acquired in business combinations is assigned to reporting units that are expected to benefit from the synergies of the combination as of the acquisition date. Under this standard, goodwill and intangibles with indefinite useful lives are no longer amortized. The Company assesses goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter, or more frequently if events and circumstances indicate impairment may have occurred in accordance with ASC Topic 350. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, the Company records an impairment loss equal to the difference. ASC Topic 350 also requires that the fair value of indefinite-lived purchased intangible assets be estimated and compared to the carrying value. The Company recognizes an impairment loss when the estimated fair value of the indefinite-lived purchased intangible assets is less than the carrying value. The Company impaired goodwill for the acquisition of Brownies Waste Water Solutions of $132,595 and recognized a client list with an estimated fair value of $200,000 during the year ended December 31, 2010. The Company estimates that the customer list has a five year life and has amortized approximately $20,000 in the year ended December 31, 2010.

Impairment of Long-Lived Assets

Property and equipment, ~~and purchased intangible assets,~~ are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. ~~Goodwill and other intangible assets are tested for impairment.~~ Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized byin the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset.

Goodwill and Other Intangible Assets

Goodwill represents the excess of the purchase price and related costs over the value assigned to net tangible and identifiable intangible assets of businesses acquired and accounted for under the purchase method. Goodwill acquired in business combinations is assigned to reporting units that are expected to benefit from the synergies of the combination as of the acquisition date. Under this standard, goodwill and intangibles with indefinite useful lives are no longer amortized. The Company annually assesses goodwill and indefinite-lived intangible assets for impairment during the fourth quarter, or more frequently if events and circumstances indicate impairment may have occurred, in accordance with ASC Topic 350. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, the Company records an impairment loss equal to the difference. ASC Topic 350 also requires that the fair value of indefinite-lived purchased intangible assets be estimated and compared to the carrying value. The Company recognizes an impairment loss when the estimated fair value of the indefinite-lived purchased intangible assets is less than the carrying value. In 2010 the Company impaired goodwill for the acquisition of Brownies Wastewater Solutions of $132,595 and recognized a client list value at $200,000. Management has assessed the Company’s intangible assets and has not recognized any impairment of assets for the twelve months ended December 31, 2011.

The Company considers the client list an intangible asset subject to amortization with an expected life of five years. The company has recorded amortization expense of $41,420 and $20,000 for the year ended December 31, 2011 and 2010 respectively. The Company does not have any goodwill recorded at December 31, 2011.

Income Taxes

Deferred income taxes are provided ~~based on the provisions of ASC Topic 740, "Accounting for Income Taxes",~~ to reflect the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company adopted the provisions of ASC Topic 740;, "Accounting For Uncertainty In Income Taxes-An Interpretation Ofof ASC Topic 740 ("ASC Topic 740"). ASC Topic 740 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At December 31, ~~2010~~2011, the Company did not record any liabilities for uncertain tax positions.

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Share-Based Compensation

The Company measures the cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Compensation cost is recognized over the vesting or requisite service period. The Black-Scholes option-pricing model is used to estimate the fair value of options or warrants granted.

Basic and Diluted Net Loss Per Share

Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. The weighted average number of shares ~~was~~is calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants, and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. Diluted loss per share is the same as basic loss per share during periods where net losses are incurred since the inclusion of the potential common stock equivalents would be anti-dilutive as a result of the net loss.

AtDiluted ~~December~~loss ~~31,~~per ~~2010,~~share is the same as basic loss per share during the periods where net losses are incurred since the inclusion of the potential common stock equivalents ~~consisted~~would ofbe noanti-dilutive ~~options~~as ~~and~~a ~~5,000,000~~result of ~~common~~the ~~stock~~net ~~warrants~~loss.

At December 31, 2011, the common stock equivalents consisted of 16,000,000 of common stock warrants, 5,000,000 with an exercise price of $0.10 per share, 4,000,000 with an exercise price of $0.05 and 7,000,000 with an exercise price of $0.01. On December 31, 2011 the common stock’s closing price was $0.05 per share.

Concentration of Credit Risk

All of the Company’s cash and cash equivalents are maintained in regional and national financial institutions. The Company has exposure to credit risk to the extent that its cash and cash equivalents exceed amounts covered by the U.S. federal deposit insurance; however, the Company has not experienced any losses in such accounts. In management’s opinion, the capitalization and operating history of the financial institutions are such that the likelihood of material loss is remote.

Fair Value of Financial Instruments

The Company's financial instruments consist primarily of cash, accounts payable and accrued expenses, and debt. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

The Company adopted ASC Topic 820, Fair Value Measurements (“ASC Topic 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.

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The three-level hierarchy for fair value measurements is defined as follows:

· Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; or · Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly including inputs in markets that are not considered to be active; or · Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value. measurement.

Recent Accounting Pronouncements

No accounting standards or interpretations issued recently are expected to a have a material impact on the Company’s consolidated financial position, operations or cash flows.

RESULTS OF OPERATIONS

Fiscal Year Ended December 31, ~~2010~~2011, Compared to Fiscal Year Ended December 31, ~~2009~~2010

Revenues increased to $25,~~188~~670,~~149from~~068 from $~~293~~2,~~282~~188,149 for the years ended December 31, ~~2010~~2011 and ~~2009~~2010 respectively. This increase ~~was~~is primarily attributable to ~~the~~Grease ~~acquisition~~Recovery ofSolutions, ~~Brownies~~Inc. ~~Waste~~and ~~Water~~Brownies Wastewater Solutions, Inc. inoperations ~~July~~being reflected for a full twelve month period. The fiscal year ended December 31, 2010 ~~and~~reflected toless athan ~~lesser~~30 ~~extent~~days of operations for Grease Recovery Solutions, ~~the~~Inc. ~~implementation~~and six months of ~~our~~operations ~~marketing~~for ~~plan~~Brownies Wastewater Solutions, Inc.

Cost of goods sold increased to $14,~~606~~160,~~404and~~526 from $~~235~~1,~~481for~~606,404 for the years ended December 31, ~~2010~~2011 and ~~2009~~2010, respectively. Our cost of goods sold is directly related to the increase in ~~our sales from the acquisition of Brownies Waste Water Solutions, Inc~~revenue.~~, Vac N Jet Services, and Grease Recovery Solutions. In addition, cost of goods sold increased due to an increase in volume of waste.~~

	December 31, 2010	December 31, 2009
	December 31, 2011		December 31, 2010
Disposal	~~107~~342,~~884~~923	~~138,213~~	107,884
Job materials	~~493~~628,~~062~~004	~~12,378~~	493,062
Equipment rental for job	3274,~~437~~260	~~8,855~~	32,437
Labor	~~742~~1,~~296~~723,070	~~74,386~~	742,296
Small tools for job	179,517	1,649
Depreciation	479,796		138,443
Other job costs	51,208	-
Small tools for job	4,689		41,074
Total Cost of Goods Sold	1,606,404	235,481
Other job costs	907,784		51,208
Total Cost of Goods Sold	4,160,526		1,606,404

General and administrative expense decreased to $2,~~671~~549,~~968~~405 from $42,~~809~~671,~~520~~968 for the years ended December 31, ~~2010~~2011 and ~~2009~~2010, respectively ~~due to a decrease in the value of common stock issued for services in 2010 as compared to 2009~~. General and administrative expense for the years ended December 31, ~~2010~~2011 and ~~2009~~2010, included non-cash, non-recurring expenses, respectively, related to the issuance common stock issued for services.

Depreciation and amortization increased to $~~174~~541,~~197~~421 from $8174,~~712for~~197 for the years ended December 31, ~~2010~~2011 and ~~2009~~2010, respectively. The increase in depreciation and amortization was due to (i) the acquisition of Brownies ~~Waste~~Wastewater ~~Water~~ Solutions, Inc. on July 7, 2010 and (ii) the property and equipment purchased on December 13, 2010 (See Note 12 -– Business Combinations and Note 13 – Assets Purchased in the accompanying consolidated financial statements).

Interest Expense increased to $~~282~~757,~~327from~~752 from $~~137~~282,~~940for~~327 for the years ended December 31, ~~2010~~2011 and ~~2009~~2010, respectively. Our interest expense is related to the cost of debt. For the ~~fiscal~~year ended December 31, 2011, the Company had interest expense from debt in the amount of $141,498 and interest expense from the beneficial conversion features for the issuance of warrants with debt in the amount of $220,000 and for the conversion feature of the preferred stock in the amount of $396,254. For the year ended December 31, 2010, wethe Company had interest expense from debt in the amount of $144,~~183andinterest~~183 and interest expense from a beneficial conversion feature, which is a non-recurring expense, in the amount of $139,144.

23Net loss for the years ended December 31, 2011 and 2010 decreased to $1,850,507 from $2,540,899, respectively.

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Net loss for the years ended December 31, 2010 and 2009 decreased to $2,540,899 from $4,948,484 respectively.

Liquidity and Capital Resources

The Company has ~~two~~three material notes, one from our Chief Executive Officer for approximately $~~320~~418,000 and ~~another~~two toothers from a traditional banking relationship, Reunion Bank for a combined balance of approximately $~~325~~778,000. The Company is presently not in compliance with the debt coverage ratio loan covenant on the Reunion Bank debt and has reclassified the debt as current due to its non-compliance. The Company is presently making timely monthly payments and is current with all payment requirements and Reunion has not demanded that the loan be repaid as a result of non-compliance with the debt covenant.

Our cash used in operating activities was $116,307 and $96,558 for the years ended December 31, 2010 and 2009, respectively. There was not a significantchange in the amount of cash used in our operating activities from 2009 to 2010.21

~~Cash~~Our cash used byin ~~investing~~operating activities was $~~695~~176,~~331and~~759 and $~~0for~~116,307 for the years ended December 31, ~~2010~~2011 and ~~2009~~2010, respectively. There ~~The~~was ~~increase~~not ina ~~cash~~significant ~~used~~change in ~~investing~~the isamount ~~related~~in ~~to $902,494payments for~~ the ~~acquisition~~amount of ~~property~~cash ~~and~~used ~~equipment offset by $207,000~~ in ~~cash~~our ~~acquired~~operating asactivities ~~part~~for of2010 ~~the~~to ~~Brownies acquisitions~~2011.

Cash ~~provided~~used by ~~financing~~investing activities was $~~986~~292,~~772~~359 and $96695,~~558for~~331 for the years ended December 31, ~~2010~~2011 and ~~2009, respectively. We received proceeds from the notes payable from our related parties of $247,430 and $123,804 for December 31,~~ 2010 ~~and 2009~~, respectively. WeThe ~~received~~decrease ~~$1,275,000~~ in ~~proceeds~~cash ~~from notes payables which included $325,000 from Reunion bank which was~~ used toin ~~refinance~~investing ~~the~~is ~~Note~~related ~~payable~~ to ~~Security Fortress Ltd~~$902,494 ~~Inc.~~payments ~~assumed~~for in the acquisition of ~~Brownies~~property ~~Waste~~and ~~Water~~equipment ~~Solutions~~offset inby ~~the amount of~~ $~~264~~207,~~473 plus accrued interest, $100,~~000 in ~~advances~~cash ~~from~~acquired aas ~~third~~part ~~party individual, and a $850,000 note issuedin the acquisition~~ of ~~assets with Clean Fuels, LLC. We also received $132,500 on~~ the ~~issuance~~2010 ofBrownies ~~convertible notes~~acquisitions. ~~The Company repaid the Note of Security Fortress Ltd, Inc. in the amount of $264,473, and made payments of $300,000 on the note to Clean Fuels, LLC on the $93,679related party note.~~

WeCash ~~entered~~provided ~~into~~by ~~and~~financing ~~assumed~~activities ~~liabilities~~was ~~from~~$367,648 ~~Brownies~~and in$986,772 ~~our~~for ~~Acquisition of~~ the ~~Company~~years inended ~~the~~December ~~amount~~31, of2011 $1and 2010,~~013,542~~ respectively. We ~~borrowed~~received ~~funds~~proceeds from ~~third~~the ~~parties~~notes inpayable ~~the~~from ~~amount~~our related parties of $~~207~~110,~~500~~855 and ~~our~~$247,430 ~~Chief~~for ~~Executive~~December ~~Officer~~31, in2011 ~~the~~and ~~amount~~2010, ofrespectively. We received $59862,~~400~~000 toin ~~enable~~proceeds usfrom tonotes ~~purchase~~payables ~~the~~which ~~equipment~~included ~~from Clean Fuels~~$550,000 ~~LLC~~from onReunion ~~December~~bank ~~13,~~which ~~2010. We~~was ~~entered~~used ~~into~~to arepay ~~working~~the ~~capital~~acquisition ~~revolving~~financing ~~line~~for ofthe ~~credit~~acquisition of ~~$50,000~~assets with ~~Reunion~~Clean ~~Bank~~Fuels, ofLLC. ~~which~~We wealso ~~borrowed~~received $0120,000 inon ~~2010~~the issuance of convertible notes.

~~The~~We ~~Company~~entered ~~currently~~into ~~has~~and ~~negative~~assumed ~~working~~liabilities ~~capital~~from ~~and~~Brownies ~~will~~in ~~need~~our ~~additional~~Acquisition ~~funds~~of ~~through~~the ~~equity~~Company ~~financing~~in ~~and~~the ~~borrowing.~~amount of $1,013,542. We ~~anticipate~~borrowed ~~that~~funds wefrom ~~will~~third ~~need~~parties in the amount of $~~500~~207,~~000over~~500 and our Chief Executive Officer in the ~~next~~amount 12of ~~months~~$59,400 to ~~maintain~~enable us to purchase the ~~operations~~equipment from Clean Fuels, LLC on December 13, 2010. We entered into two working capital revolving lines of ~~the~~credit ~~Company~~of $50,000 and $40,000 with Reunion Bank of which we borrowed $77,046 and $0 in 2011 and 2010, respectively.

WeThe ~~acquired~~Company ancurrently ~~operating~~has ~~waste~~negative ~~water~~working ~~services~~capital ~~company, Brownies Waste Water Solutions, Inc.,~~ and ~~other~~will ~~assets~~need ~~from~~additional ~~Clean~~funds ~~Fuel,~~through ~~LLC~~equity infinancing ~~the~~and ~~year ended December 31, 2010~~borrowing. We ~~are~~anticipate ~~currently~~that ~~not~~we ~~party~~will toneed ~~any~~$500,000 ~~binding~~over ~~agreements~~the tonext ~~acquire~~12 ~~one~~months ~~or more operating companies and have not completed due diligence~~ to maintain the ~~extent~~operations ~~that~~of ~~an estimate can be made based on reasonable assumptions as to~~ the ~~costs required to establish or acquire waste collection and treatment plant in Central Florida~~Company.

We acquired an operating waste water services company, Brownies Waste Water Solutions, Inc. and other assets from Clean Fuel, LLC in the year ended December 31, 2010. We are currently not party to any binding agreements to acquire one or more operating companies and have not completed due diligence to the extent that an estimate can be made based on reasonable assumptions as to the costs required to establish or acquire waste collection and treatment plant in Central Florida.

We plan to attempt to acquire operating companies in the waste water services sector and develop commercial applications to convert our vertically collected waste to energy and organic nutrients (fertilizer) and build and operate a significant waste collection and treatment plant in Central Florida.

We are currently investigating opportunities regarding the acquisition ofor ~~companies in the waste water services sector as well as the~~ leasing ~~or acquisition~~ of companies in the waste water services sector.

Table of Contents

To that end, we have entered into a Letter of Intent regarding the acquisition by us of one such company. This letter of Intent is not binding on either party, and no assurance can be made that we will acquire this company.

In the event that we enter into a binding agreement to either (a) acquire a company or companies in the waste water services sector or (b) lease or acquire companies in the waste water services sector we believe we will be required to undertake significant capital expenditures. Historically, our sources of liquidity have been (a) Revenues from operations (b) Loans from senior officers and (c) Bank loans.

There is a strong possibility that, in attempting to accomplish the above, we may not be able to satisfy our cash requirements over the next twelve months and may be required to raise additional cash from outside sources.

In the event that we are required to raise additional cash from outside sources, we may issue equity securities or incur additional debt. There is no assurance that such funding, if required, will be available to us or, if available, will be available upon terms favorable to us.22

In the event that we are required to raise additional cash from outside source, we may issue equity securities or incur additional debt. There is no assurance that such funding, if required will be available to us or, if available, will be available upon terms favorable to us.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not hold any derivative instruments and do not engage in any hedging activities.

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ITEM 8. FINANCIAL STATEMENTS

FREEDOM ENVIRONMENTAL SERVICES, INC.
TABLE OF CONTENTS	Page
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS:	F-2
CONSOLIDATED FINANCIAL STATEMENTS: Consolidated Balance Sheets at December 31, 2010 and 2009	F-4
Consolidated Statements of Operations for the years ended December 31, 2010 and 2009	F-5
Consolidated Statement of Stockholders’ Equity (Deficit) for the years ended December 31, 2010 and 2009	F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2010 and 2009	F-7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-8

FREEDOM ENVIRONMENTAL SERVICES, INC.


TABLE OF CONTENTS	Page

REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS	F-2

CONSOLIDATED FINANCIAL STATEMENTS:

Consolidated Balance Sheets at December 31, 2011 and 2010	F-4

Consolidated Statements of Operations for the years ended December 31, 2011 and 2010	F-5

Consolidated Statement of Stockholders’ Equity (Deficit) for the years ended December 31, 2011 and 2010	F-6

Consolidated Statements of Cash Flows for the years ended December 31, 2011 and 2010	F-7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-8

~~Table of Contents~~F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Freedom Environmental Services, Inc.

Orlando, Florida

We have audited the accompanying consolidated balance sheet of Freedom Environmental Services, Inc. and subsidiaries (the “Company”), as of December 31, ~~2010~~2011, and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. The consolidated financial statements for the year ended December 31, ~~2009,~~2010 ~~before the restatement described in Note 15,~~ were audited by other auditors whose report dated June 6, 2011 expressed an unqualified opinion on those consolidated financial statements with an explanatory paragraph describing conditions that raised substantial doubt as to the Company's ability to continue as a going concern as discussed in Note 3 to the financial statements.

We conducted our audit 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 consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Freedom Environmental Services, Inc. and subsidiaries as of December 31, ~~2010~~2011 and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

WeAs ~~also~~discussed ~~audited~~further in Note 3, the ~~adjustments~~Company ~~described~~has inincurred ~~Note~~significant 15losses. ~~that~~The ~~were~~Company's ~~applied~~viability is dependent upon its ability to ~~restate~~obtain future financing and the ~~2009~~success ~~consolidated~~of its future operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plan in regard to these matters is also described in Note 3. The financial statements. Indo ~~our~~not ~~opinion,~~include ~~such~~any adjustments ~~are~~that ~~appropriate~~might ~~and~~result ~~have~~from ~~been~~the ~~properly~~outcome ~~applied~~of this uncertainty.

~~The~~/s/ ~~accompanying~~Tarvaran ~~consolidated~~Askelson ~~financial~~& ~~statements have been prepared assuming that the~~ Company ~~will continue as a going concern. As discussed in Note 2 to the financial statements~~, the Company has a net loss for the year ended December 31, 2010 of $2,540,899,an accumulated deficit at December 31, 2010 of $20,479,604, cash flows used in operating activities of $116,307 and needs additional cash resources to maintain its operations. Those conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to those matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.LLP

Laguna Niguel, California

May 14, 2012

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Freedom Environmental Services, Inc.

Orlando, Florida

We have audited the accompanying consolidated balance sheet of Freedom Environmental Services, Inc. and subsidiaries (the “Company”), as of December 31, 2010, and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Freedom Environmental Services, Inc. and subsidiaries as of December 31, 2011 and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has a net loss for the year ended December 31, 2010 of $2,540,899, an accumulated deficit at December 31, 2010 of $20,479,604, cash flows used in operating activities of $116,307 and needs additional cash flows to maintain its operations. Those conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to those matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ GBH CPAs, PC

GBH CPAs, PC

www.gbhcpas.com

Houston, Texas

June 6, 2011

F-2

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

of Freedom Environmental Services, Inc.

Orlando, Florida

We have audited the accompanying consolidated balance sheet of Freedom Environmental Services, Inc. (Company) and subsidiary as of December 31, 2009, and the related consolidated statements of income, stockholders' equity (deficit), and cash flows for the year then ended. 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 audit.

We conducted our audit 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Freedom Environmental Services, Inc. and subsidiary as of December 31, 2009, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Tarvaran Askelson& Company, LLP

Laguna Niguel, California

May 5, 2010

F-3

~~Table~~Financial ~~of Contents~~Statements

FREEDOM ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
	December 31,	~~December 31,~~
		2010				2009
	2011				2010
CURRENT ASSETS
Cash	$	$73,664	~~175,134~~		$	$175,134	-
Accounts receivable - net of allowance of of $45,300 and $0			238,618				10,952
Accounts receivable - net of allowance of $45,030 and $45,030		238,460				238,618
Inventory		-	~~70,658~~			70,658	-
Prepaid Expenses		6,247	~~5,230~~			5,230	-
Total current assets			489,640				10,952
Deposits		176,875				-
PROPERTY AND EQUIPMENT, , net of accumulated depreciation of $154,197 and $14,777			2,154,349				2,354
Total current assets		495,246				489,640
Intangible asset (customer list) - net of accumulated amortization of $18,057 and $0			181,943				-
PROPERTY AND EQUIPMENT
TOTAL ASSETS		$	2,825,932			$	13,306
Property and equipment, net of accumulated depreciation of
CURRENT LIABILITIES:
$627,519 and $154,197		1,725,075				2,154,349
Bank overdraft		$	-			$	5,037
Total property and equipment		1,725,075				2,154,349
Accounts payable			440,895				160,831
OTHER ASSETS
Accrued expenses			184,546				807,090
Intangible asset, net of accumulated amortization
Accrued interest - related parties			30,938				-
of $60,000 and $20,000		140,000				181,943
Line of credit			13,177				13,177
Loan costs, net of accumulated amortization of $1,420 and $0		6,324				-
Notes payable			1,069,031				-
Total other assets		146,324				181,943
Notes payable - related party			456,900				495,986
TOTAL ASSETS	$	2,366,645			$	2,825,932
Convertible notes payable			114,500				-
CURRENT LIABILITIES
Convertible notes payable - related parties			-				271,875
Bank overdraft	$	11,873			$	-
Total current liabilities			2,309,987				1,753,996
Accounts payable		343,842				440,895
TOTAL LIABILITIES			2,309,987				1,753,996
Accrued expenses		124,409				184,546
CONTINGENCIES AND COMMITMENTS			-				-
Accrued interest (related parties $33,254 & $30,938 )		47,548				30,938
STOCKHOLDERS' EQUITY (DEFICIT):
Line of credit		90,223				13,177
Preferred stock, $0.001 par value, 75,000,000 shares authorized:
Notes payable - short term		930,646				1,069,031
Series A, Convertible - 3,177,111 and none issued and outstanding
Notes payable - current portion of long-term debt		29,057				-
as of December 31, 2010 and 2009, respectively			3,177				-
Notes payable - related parties		492,755				456,900
Common stock, $0.001 par value, 200,000,000 shares authorized;
Convertible notes payable		-				114,500
103,444,617 and 16,917,707 issued and outstanding
Total current liabilities		2,070,353				2,309,987
as of December 31, 2010 and 2009, respectively			103,445				16,918
LONG TERM LIABILITIES
Additional paid-in capital			20,888,927				16,181,098
Convertible notes payable		220,000				-
Accumulated deficit			(20,479,604	)			(17,938,705	)
Notes payable - long term debt less current portion		59,777				-
Total stockholders' equity (deficit)			515,945				(1,740,689	)
Total long term liabilities		279,777				-
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$	2,825,932			$	13,306
TOTAL LIABILITIES		2,350,130				2,309,987
The accompanying notes are an integral part of these consolidated financial statements.
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock subscribed, 1,000,000 and 0 shares as of
December 31, 2011 and 2010, respectively		50,000				-
Preferred stock, $0.001 par value, 75,000,000 shares authorized:
Series A, Convertible - 5,736,333 and 3,177,111 issued and outstanding
as of December 31, 2011 and 2010, respectively		5,736				3,177
Common stock, $0.001 par value, 200,000,000 shares authorized:
133,443,434 and 103,444,617 issued and outsanding
as of December 31, 2011 and 2010, respectively		133,443				103,445
Additional paid-in capital		22,157,447				20,888,927
Accumulated deficit		(22,330,111	)			(20,479,604	)
Total stockholders' equity		16,515				515,945
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	2,366,645			$	2,825,932

F-4

Table of Contents

FREEDOM ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS


	Year Ended December 31,
	2011			2010

Revenues	$	5,670,068		$	2,188,149
Total		5,670,068			2,188,149

COST OF SALES		4,160,526			1,606,404

GROSS PROFIT		1,509,542			581,745

OPERATING EXPENSES
General and administrative		2,579,405			2,671,968
Impairment of goodwill		-			132,595
Depreciation expense		20,205			35,754
Total operating expenses		2,599,610			2,840,317
OPERATING LOSS		(1,090,068	)		(2,258,572	)

OTHER INCOME (EXPENSES)
Other income		20,494			-
Insurance claim proceeds		10,056			-
Interest expense		(757,752	)		(282,327	)
Loss on disposal of assets		(17,087	)		-
Legal settlement		(8,883	)		-
Fines and penalties		(7,267	)		-
Total other expenses		(760,439	)		(282,327	)

NET LOSS	$	(1,850,507	)	$	(2,540,899	)

NET LOSS PER SHARE:
Basic and diluted	$	(0.02	)	$	(0.05	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic and diluted	$	122,898,166		$	55,242,677

FREEDOM ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
	Years Ended December 31,
	2010			2009
				Restated
Revenues	$	2,188,149		$	293,282
Total		2,188,149			293,282
COST OF SALES		1,606,404			235,481
GROSS PROFITS		581,745			57,802
OPERATING EXPENSES:
General and administrative		2,671,968			4,809,520
Selling and marketing		-			50,114
Impairment of goodwill		132,595			-
Depreciation expense		35,754			8,712
Total operating expenses		2,840,317			4,868,346
OPERATING LOSS		(2,258,572	)		(4,810,544	)
OTHER EXPENSES
Interest expense		(282,327	)		(137,940	)
Total other expenses		(282,327	)		(137,940	)
NET LOSS	$	(2,540,899	)	$	(4,948,484	)
NET LOSS PER SHARE:
Basic and diluted:	$	(0.05	)	$	(0.22	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and diluted:		55,242,677			22,407,365
The accompanying notes are an integral part of these consolidated financial statements.

F-5

Table of Contents

FREEDOM ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

	Common Stock						Preferred Stock
	Shares			Amount			Shares		Amount		Common Stock Subscribed Not Issued		Additional Paid-in Capital			Accumulated Deficit			Total

December 31, 2009		16,917,707		$	16,918			-	$	-			$	16,181,098		$	(17,938,705	)	$	(1,740,689	)

Common stock issued for Asset Purchase Agreement		48,000,000			48,000									1,152,000						1,200,000

Common stock cancelled		(1,333,333	)		(1,333	)								(32,001	)					(33,334	)

Common stock issued for services		9,341,000			9,341									1,459,634						1,468,975

Forgiveness of debt by Shareholder														1,247,155						1,247,155

Beneficial conversion feature attributable to convertible notes issued														139,144						139,144

Common stock issued for the conversion of debt and accrued interest		17,435,910			17,436									430,192						447,628

Warrants issued for purchase of assets														95,308						95,308

Common stock issued for the settlement of accrued compensation		3,083,333			3,083									181,917						185,000

Preferred stock issued for the settlement of accrued compensation								3,177,111		3,177				44,480						47,657

Common stock issued as collateral on debt		10,000,000			10,000									(10,000	)					-

Net loss		-			-			-		-	-			-			(2,540,899	)		(2,540,899	)

December 31, 2010		103,444,617		$	103,445			3,177,111	$	3,177	-		$	20,888,927		$	(20,479,604	)	$	515,945

Beneficial conversion feature attributable to convertible notes issued														220,000						220,000

Beneficial conversion feature attributable to preferred stock														396,254						396,254

Common stock subscribed for warrants exercised for cash											50,000			-						50,000

Common stock issued for the conversion of debt and accrued interest		11,073,817			11,073									84,941						96,014

Common stock issued for the acquisition of equipment		600,000			600									15,240						15,840

Common stock issued for services		15,825,000			15,825									389,775						405,600

Common stock issued for related party compensation		2,500,000			2,500									114,250						116,750

Preferred stock issued for the settlement of accrued compensation								2,559,222		2,559				15,355						17,914

Common stock issued as collateral on debt														32,705						32,705

Net loss		-			-			-		-	-			-			(1,850,507	)		(1,850,507	)

December 31, 2011		133,443,434		$	133,443			5,736,333	$	5,736	$	50,000	$	22,157,447		$	(22,330,111	)	$	16,515

FREEDOM ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
	Years Ended December 31,
	2010			2009
Net loss	$	(2,540,899	)	$	(4,948,484	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Bad debt expense		59,243			-
Depreciation and amortization		174,197			8,712
Common stock issued for services		1,410,851			3,902,832
Common stock issued for services - related parties		58,125			-
Goodwill impairment		132,595			-
Common stock issued for conversion of debt		-			418,041
Beneficial Conversion Feature / amortization of debt discount		139,144			-
Changes in operating assets and liabilities:
Accounts receivables		10,310			(8,277	)
Other assets		(5,548	)		6,686
Inventory		(36,392	)		-
Deposits		-			5,049
Accounts payables		227,258			91,899
Accrued expenses		223,872			426,984
Accrued interest - related parties		30,937			-
Net cash used in operating activities		(116,307	)		(96,558	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash received on acquisition of Brownies		207,163			-
Purchase of equipment		(902,494	)		-
Net cash used in investing activities		(695,331	)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft		(5,037	)		(15,434	)
Repayment of note payable		(569,442	)		(9,994	)
Repayment of note payable - related parties		(93,679	)		-
Repayment of note payable - related parties		-			(1,818	)
Proceeds from note payable		1,275,000			-
Proceeds from note payable - related parties		247,430			123,804
Proceeds from convertible note payable		132,500			-
Net cash provided by financing activities		986,772			96,558
INCREASE IN CASH		175,134			-
CASH, BEGINNING OF YEAR		-			-
CASH, END OF YEAR	$	175,134		$	-
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid	$	29,209		$	137,940
Taxes paid	$	-		$	-
NONCASH INVESTING AND FINANCING TRANSACTIONS
Issuance of common stock for the conversion of debt	$	447,628		$	418,041
Exstinguishment of Debt per Asset Purchase Agreement	$	1,247,155		$	-
Warrant issued for asset acquisition	$	95,308		$	-
Common stock issued as collateral for debt	$	10,000
Common stock issued for payables	$	185,000		$	-
Preferred stock issued for payables	$	47,657		$	-
The accompanying notes are an integral part of these consolidated financial statements.

F-6

Table of Contents

FREEDOM ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS


	Years Ended December 31,
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,850,507	)	$	(2,540,899	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Bad debt expense		41,278			59,243
Depreciation		500,002			154,197
Amortization		41,419			20,000
Loss on disposal of assets		17,087			-
Common stock issued for services		405,600			1,410,851
Common stock issued for services - related parties		116,750			58,125
Goodwill impairment		-			132,595
Debt conversion expense		26,857			-
Beneficial Conversion Feature / amortization of debt discount		616,254			139,144
Changes in operating assets and liabilities:
Accounts receivable		(41,120	)		10,310
Other assets		926			(5,548	)
Inventory		70,658			(36,392	)
Accounts payable		(96,350	)		227,258
Accrued expenses		(42,223	)		223,872
Accrued interest - related parties		16,610			30,937
Net cash used in operating activities		(176,759	)		(116,307	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash received on acquisition of Brownies		-			207,163
Deposit for business acquisition		(176,875	)		-
Purchase of equipment		(142,129	)		(902,494	)
Proceeds from sale of property plant and equipment		26,645			-
Net cash used in investing activities		(292,359	)		(695,331	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft		11,873			(5,037	)
Proceeds from convertible notes payable		120,000			132,500
Proceeds from exercise of warrants for subscribed stock		50,000			-
Proceeds from line of credit		77,046			-
Proceeds from note payable		602,813			1,275,000
Proceeds from note payable - related parties		110,855			247,430
Repayment of convertible notes payable		(32,500	)		-
Repayment of note payable		(497,439	)		(569,442	)
Repayment of note payable - related parties		(75,000	)		(93,679	)
Net cash provided by financing activities		367,648			986,772

NET INCREASE (DECREASE) IN CASH		(101,470	)		175,134

CASH, BEGINNING OF YEAR		175,134			-
CASH, END OF YEAR	$	73,664		$	175,134

SUPPLEMENTAL CASH FLOW INFORMATION

Interest paid	$	59,827		$	29,209
Taxes paid	$	-		$	-

NONCASH INVESTING AND FINANCING TRANSACTIONS
Issuance of common stock for the conversion of debt	$	96,014		$	447,628
Exstinguishment of Debt per Asset Purchase Agreement	$	77,760		$	1,247,155
Warrant issued for asset acquisition	$	-		$	95,308
Common stock issued as collateral for debt	$	32,705		$	10,000
Common stock issued for payables	$	-		$	185,000
Preferred stock issued for accrued compensation payable	$	17,914		$	47,657
Common stock issued for accrued compensation	$	116,750		$	-
Common stock issued for acquisition of equipment	$	15,840		$	-

FREEDOM ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
											Additional
	Common Stock						Preferred Stock				Paid-in			Accumulated
	Shares			Amount			Shares		Amount		Capital			Deficit			Total
DECEMBER 31, 2008		703,162		$	703				$	-	$	11,876,440		$	(12,990,221	)	$	(1,113,078	)
Common stock issued for services		14,549,045			14,549							3,888,283						3,902,832
Common stock issued for the conversion of debt		1,665,500			1,666							416,375						418,041
Net loss															(4,948,484	)		(4,948,484	)
DECEMBER 31, 2009		16,917,707		$	16,918			-	$	-	$	16,181,098		$	(17,938,705	)	$	(1,740,689	)
Common stock issued for Asset Purchase Agreement		48,000,000			48,000							1,152,000						1,200,000
Common stock cancelled		(1,333,333	)		(1,333	)						(32,001	)					(33,334	)
Common stock issued for services		9,341,000			9,341							1,459,634						1,468,975
Forgiveness of debt by Shareholder					-							1,247,155						1,247,155
Beneficial conversion feature attributable to convertible notes issued		-			-							139,144						139,144
Common stock issued for the conversion of debt and accrued interest		17,435,910			17,436							430,192						447,628
Warrants issued for purchase of assets		-			-							95,308						95,308
Common stock issued for the settlement of accrued compensation		3,083,333			3,083							181,917						185,000
Preferred stock issued for the settlement of accrued compensation		-			-			3,177,111		3,177		44,480						47,657
Common stock issued as collateral on debt		10,000,000			10,000							(10,000	)					-
Net loss															(2,540,899	)		(2,540,899	)
DECEMBER 31, 2010		103,444,617		$	103,445			3,177,111	$	3,177	$	20,888,927		$	(20,479,604	)	$	515,945
	The accompanying notes are an integral part of these consolidated financial statements.

F-7

Table of Contents

FREEDOM ENVIRONMENTAL SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~YEAR~~YEARS ENDED DECEMBER 31, ~~2010~~2011 AND ~~2009~~ 2010

NOTE 1 - DESCRIPTION OF BUSINESS

Freedom Environmental Services, Inc. (the “Company” or “Freedom”) ~~was~~provides ~~incorporated~~wastewater ~~under~~management ~~the~~and ~~laws~~recycling ofservices ~~the~~to ~~State~~its ofcustomers ~~Delaware~~through onits ~~October~~different 6divisions. On July 16, ~~1978~~2010, asthe ~~United~~Company ~~States~~acquired ~~Aircraft~~the ~~Corp~~assets and ~~has~~certain ~~undergone~~liabilities ~~numerous~~of ~~name~~Brownies ~~changes~~Waste Water Solutions, ~~the~~Inc. ~~most~~(“Brownies”). Brownies ~~recent~~was ~~being~~originally onpurchased ~~June~~in ~~11,~~a Chapter 7 Bankruptcy proceeding in December of 2008, ~~when~~just 18 months before the Company ~~amended~~acquired the assets and certain liabilities of Brownies Waste Water Solutions, Inc. Prior to its ~~certificate~~Bankruptcy proceeding in December of ~~incorporation~~2008, the business had been operating by unrelated third parties in ~~order~~the toCentral ~~change~~Florida ~~its~~market ~~name~~since ~~from~~1948, ~~BMXP~~providing ~~Holdings~~commercial and residential septic services. These services include drain field installation, ~~Inc~~maintenance and repair; grease trap cleaning, maintenance, installation and repair; full service commercial and residential plumbing; sewer drain cleaning, backflow testing, repairs and certifications; lift station cleaning, maintenance, repairs, bio-solids transportation and recycling. Prior to ~~Freedom~~the ~~Environmental~~acquisition ~~Services~~of Brownies, ~~Inc~~on July 5, 2010, Brownies purchased the equipment of Vac and Jet Services which was a defunct company with two Vactor trucks.

~~The~~On ~~Company~~December 13, ~~through its wholly owned subsidiary Brownies~~2010, isFreedom inpurchased the ~~business~~equipment of ~~providing~~Clean ~~Waste~~Fuel, ~~Water~~LLC and ~~Storm-water~~placed ~~System~~that ~~Management,~~equipment ~~Grease~~into ~~and~~its ~~Organics~~wholly ~~Collection~~owned ~~and~~subsidiary, ~~Disposition~~Grease ~~and~~Recovery ~~Commercial~~Solutions, ~~Plumbing~~LLC ~~and~~(“Grease”). Grease ~~Water~~handles ~~System~~all ~~Management~~of tothe ~~commercial~~Company’s ~~customers~~restaurant, resort and ~~Waste~~theme ~~Water~~park ~~management~~ services towhich ~~residential~~include ~~customers.~~grease ~~The~~trap ~~Company~~cleaning, ~~also~~sewer ~~intends~~drain tocleaning ~~develop~~ and ~~produce~~waste ~~fuels~~cooking ~~and~~oil ~~natural~~for ~~bio-organic products (such as fertilizer) derived from waste and by-products~~recycling.

~~NOTE~~In 2February 2011, the Company entered into a letter of intent with David M. Hickman in Pennsylvania to purchase the equipment, inventory and customer list from a company owned by Mr. Hickman. The Company is in the process of due diligence and has escrowed a non-refundable ~~GOING~~deposit ~~CONCERN~~of $175,000 towards the purchase, which is classified in the accompanying balance sheet as a long-term deposit. Mr. Hickman has granted the Company an extension to complete the due diligence by May 31, 2012. The Company anticipates obtaining another extension and entering into a definitive agreement by the new extended deadline. Mr. Hickman provides sanitation services throughout Pennsylvania. Mr. Hickman’s company provides all aspects of commercial and residential services including septic system cleaning, maintenance and installation. The Company plans to expand that business to the current services lines that it provides in the State of Florida.

~~The~~NOTE accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America which contemplate continuation of the Company as a going concern. However, the Company has a net loss for the year ended December 31, 2010 of $2~~,540,899,~~ an- ~~accumulated~~BASIS ~~deficit~~OF ~~at December 31, 2010 of $20,479,604, cash flows used in operating activities of $116,307 and needs additional cash flows to maintain its operations.~~PRESENTATION

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net revenues and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates.

In managements’ opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

The Company has consolidated Freedom Environmental, Inc., Freedom Environmental, LLC (inactive), Brownies Wastewater Solutions, Inc, B & P Environmental LLC, and Grease Recovery Solutions, LLC and eliminated all intercompany adjustments in the accompanying consolidated financial statements.

F-8

NOTE 3 - GOING CONCERN ISSUES

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has a net loss for the twelve months ended December 31, 2011 of $1,850,507, an accumulated deficit at December 31, 2011 of $22,330,111, cash flows used in operating activities of $176,759 and needs additional cash to maintain its operations.

These factors raise doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s continued existence is dependent upon management’s ability to develop profitable operations, continued contributions from the Company’s executive officers to finance its operations and the ability to obtain additional funding sources to explore potential strategic relationships and to provide capital and other resources for the further development and marketing of the Company’s products and business.

NOTE 3 - BASIS OF PRESENTATION

On July 17, 2010 the Company acquired 100% of Brownies Waste Water Solutions, Inc. and B & P Environmental LLC (“Brownies”). As such, Brownies became a wholly-owned subsidiary of the Company.

The Company has consolidated Freedom Environmental, Inc., Freedom Environmental, LLC (inactive), Brownies, and Grease Recovery Solutions, LLC and eliminated all significant intercompany transactions in the accompanying consolidated financial statements.

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. Significant accounting policies are as follows:

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net ~~sales~~revenues and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates.

F-8

Table of Contents

Revenue Recognition

Revenue includes ~~product sales and~~ provision of services. The Company recognizes revenue from ~~product sales and~~ provision of services at the time evidence of an arrangement exists, fees are contractually fixed or determinable, collection is reasonably assured through historical collection results and regular credit evaluations, and there are no uncertainties regarding customer acceptance.

Accounts Receivable and Allowance for Uncollectible Accounts

Substantially all of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company will maintain allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments for services. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the ~~amount~~number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged off against the allowance when it is probable the receivable will not be recovered. The Company has reserved $45,~~300~~030 as allowance for doubtful ~~accountants~~accounts at December 31, ~~2010~~2011 and ~~wrote~~recorded ~~off~~ $5942,~~243~~271 inof bad debt expense during ~~2010~~the twelve months ended December 31, 2011.

~~Advertising Expense~~F-9

Advertising costs are charged to expense as incurred and are included in sales and marketing expenses in the accompanying financial statements. The Company recognized advertising expenses of $31,458 and $50,048for the years ended December 31, 2010 and 2009, respectively.

Cash and Cash Equivalents

Inventory

The Company’s inventory is carried at the lower of cost or net realizable value using the first-in, first-out (“FIFO”) method. The Company’s inventory is comprised of supplies and parts used in the Company’s operations. The Company evaluates the need to record adjustments for obsolescence for inventory on a regular basis. At December 31, ~~2010~~2011, the ~~value of the~~ Company’s inventory balance was $~~70,658~~0 and at December 31, ~~2009~~2010, the ~~value of the~~ Company’s inventory balance was $070,658.

Property and Equipment

Property and equipment is recorded at cost and depreciated over the estimated useful ~~lives~~life, ranging from three to ten ~~yearsof~~years, ~~the assets~~ using ~~principally~~ the straight-line method. When items are retired or otherwise disposed of, ~~income~~loss or gain is charged or credited for the difference between the net book value and proceeds realized. Ordinary maintenance and repairs are charged to expense as incurred, and replacements and betterments are capitalized.

F-9

Table of Contents

Goodwill and Other Intangible Assets

Impairment of Long-Lived Assets

~~Income~~Goodwill ~~Taxes~~and Other Intangible Assets

~~Deferred~~Goodwill ~~income~~represents ~~taxes~~the ~~are~~excess ~~provided~~of ~~based~~the onpurchase price and related costs over the ~~provisions~~value assigned to net tangible and identifiable intangible assets of ~~ASC~~businesses ~~Topic~~acquired ~~740,~~and ~~"Accounting~~accounted for ~~Income~~under ~~Taxes",~~the purchase method. Goodwill acquired in business combinations is assigned to ~~reflect~~reporting ~~the~~units ~~tax~~that ~~consequences~~are inexpected ~~future~~to ~~years~~benefit offrom ~~differences~~the ~~between~~synergies of the ~~tax~~combination ~~bases~~as of ~~assets~~the acquisition date. Under this standard, goodwill and ~~liabilities~~intangibles with indefinite useful lives are no longer amortized. The Company annually assesses goodwill and ~~their~~indefinite-lived ~~financial~~intangible ~~reporting~~assets ~~amounts~~for ~~based~~impairment onduring ~~enacted~~the ~~tax~~fourth ~~laws~~quarter, or more frequently if events and ~~statutory~~circumstances ~~tax~~indicate ~~rates~~impairment ~~applicable~~may have occurred, in accordance with ASC Topic 350. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, the Company records an impairment loss equal to the ~~periods~~difference. inASC ~~which~~Topic 350 also requires that the ~~differences~~fair ~~are~~value ~~expected~~of indefinite-lived purchased intangible assets be estimated and compared to ~~affect~~the ~~taxable~~carrying ~~income~~value. ~~Valuation~~ ~~allowances~~The ~~are~~Company ~~established~~recognizes an impairment loss when ~~necessary~~the toestimated ~~reduce~~fair ~~deferred~~value ~~tax~~of the indefinite-lived purchased intangible assets tois less than the ~~amount~~carrying ~~expected~~value. The toCompany bedoes ~~realized~~not have any goodwill recorded at December 31, 2011.

The Company adopted the provisions of ASC Topic 740; "Accounting For Uncertainty In Income Taxes-An Interpretation Of ASC Topic 740 ("ASC Topic 740"). ASC Topic 740 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At December 31, 2010, the Company did not record any liabilities for uncertain tax positions.

F-10

~~Table~~Intangible assets subject to amortization, which consist of ~~Contents~~customer lists, are amortized over their expected life of five years.

Management has assessed the Company’s intangible assets and has not recognized any impairment of assets for the year ended December 31, 2011.

Income Taxes

Deferred income taxes are provided to reflect the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company adopted the provisions of ASC Topic 740, Accounting For Uncertainty In Income Taxes-An Interpretation of ASC Topic 740 ("ASC Topic 740"). ASC Topic 740 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At December 31, 2011, the Company did not record any liabilities for uncertain tax positions.

Share-Based Compensation

Basic and Diluted Net Loss Per Share

Diluted loss per share is the same as basic loss per share during periods where net losses are incurred since the inclusion of the potential common stock equivalents would be anti-dilutive as a result of the net loss.

At December 31, ~~2010~~2011, common stock equivalents consisted of no16,000,000 ~~options~~common stock warrants with an exercise price of $0.01, $0.05 and 5$0.10 per share. The Company’s price at December 31, 2011 was $0.05, so 7,000,000 of ~~common~~the shares at $0.01 were below the exercise amount, 4,000,000 at $0.05 were equal to the exercise amount and the remaining 5,000,000 at $0.10 exceeded the Company’s year-end closing stock ~~warrants~~price.

Concentration of Credit Risk

F-11

Fair Value of Financial Instruments

The three-level hierarchy for fair value measurements is defined as follows:

~~F-11~~o Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets; o Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active; o Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement

Table of Contents

· Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; · Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly including inputs in markets that are not considered to be active; · Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value. measurement

Reclassifications

Certain prior period amounts have been reclassified to conform to current year presentations.

Recent Accounting Pronouncements

~~Recent~~No accounting ~~pronouncements~~standards ~~that~~or ~~the~~interpretations ~~Company~~issued ~~has~~recently ~~adopted~~are orexpected ~~that~~to ita ~~will~~have bea ~~required~~material toimpact ~~adopt~~on in the ~~future~~Company’s ~~are~~consolidated ~~summarized~~financial ~~below~~position, operations or cash flows.

In January 2010, the Financial Accounting Standards Board (“FASB”) issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance requires new disclosures on the transfers of assets and liabilities between Level 1 (quoted prices in active market for identical assets or liabilities) and Level 2 (significant other observable inputs) of the fair value measurement hierarchy, including the reasons and the timing of the transfers. Additionally, the guidance requires a roll forward of activities on purchases, sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). The guidance became effective for the Company with the reporting period beginning January 1, 2010, except for the disclosure on the roll forward activities for Level 3 fair value measurements, which will become effective for the Company in the reporting period beginning July 1, 2011. Other than requiring additional disclosures, adoption of this new guidance did not have a material consolidation on our consolidated financial statements.

On February 24, 2010, the FASB issued guidance in the “Subsequent Events” topic of the FASB Accounting Standards Codification to provide updates including: (1) requiring the company to evaluate subsequent events through the date in which the financial statements are issued; (2) amending the glossary of the “Subsequent Events” topic to include the definition of “SEC filer” and exclude the definition of “Public entity”; and (3) eliminating the requirement to disclose the date through which subsequent events have been evaluated. This guidance was prospectively effective upon issuance. The adoption of this guidance did not impact the Company’s consolidated results of operations of financial condition.

No other accounting standards or interpretations issued recently are expected to a have a material impact on the Company’s consolidated financial position, operations or cash flows.

NOTE 5 - PROPERTY AND EQUIPMENT

The Company’s property and equipment as of December 31, 2010 and 2009 are as follows:

	December 31,		December 31,
	2010		2009
Trucks and Autos	$	447,114	$
Large Equipment		1,150,085
Machinery and Equipment		503,683
Office Equipment		14,146
Electrical Equipment		193,518
Total property and equipment	$	2,308,546	$	17,131
Accumulated depreciation		(154,197)		(14,777	)
Total	$	2,154,349	$	2,354

F-12

~~Table~~NOTE of5 ~~Contents~~- PROPERTY AND EQUIPMENT

~~Depreciation~~The ~~expense~~Company’s ~~for~~property ~~the~~and ~~years~~equipment ~~ended~~as of December 31, ~~2010and~~2011 ~~2009 was approximately $156,000and$9,000, respectively; approximately $140,000~~ and ~~$0 of depreciation expense was included in cost of sales in the accompanying consolidated statements of operations for the years ended~~ December 31, 2010 ~~and~~are ~~2009,~~as ~~respectively.~~follows:

	December 31,			December 31,
	2011				2010
Trucks and Autos	$	512,505			$	447,114
Large Equipment		1,052,996				1,150,085
Machinery and Equipment		535,269				503,683
Office Equipment		27,391				14,146
Electrical Equipment		193,518				193,518
Leasehold Improvements		30,915				-
Total property and equipment		2,352,594				2,308,546
Accumulated depreciation		(627,519	)			(154,197	)
Total	$	1,725,075			$	2,154,349

Depreciation expense for the twelve months ended December 31, 2011 and 2010 was $500,002 and $154,197, respectively; $479,796 and $118,443 of depreciation expense was included in cost of sales in the accompanying consolidated statements of operations for the twelve months ended December 31, 2011 and 2010, respectively.

NOTE 6 – NOTES PAYABLE

Notes payable are as follows:

	December 31, 2010		December 31, 2009
	December 31, 2011		December 31, 2010
Convertible promissory note with a related party bearing interest at 15% per annum and due on demand. This note was converted into shares of common stock in 2010.	$	-	$	271,875
Note payable from an unrelated third party bearing interest at 8% and due on September 1, 2013. The loan is convertible to Company stock at any time with a conversion price of $0.06.	$	220,000	$	-
Convertible promissory note with an affiliate bearing interest at 15% per annum and due on demand. This note was settled through the payment of cashand by the related party forgiving the outstanding balance and contributing it to the Company’s additional paid in capital during 2010.		-		95,000
Advance from an unrelated third party bearing no stated interest and due on demand.		-		100,000
Advances from a related party bearing interest at 15% per annum and due on demand. This note was settled through the payment of cash and by the related party forgiving the outstanding balance and contributing it to the Company’s additional paid in capital during 2010.		-		395,911
Note payable to an unrelated third party, bearing interest at 10%, with principal and interest due on May 15, 2012. The note is secured by certain property and equipment of the Company		25,000		-
Advance from a related party bearing no interest per annum and due on demand.		100,000		-
Note payable to an unrelated third party, bearing interest at 10%, with principal and interest due on February 29, 2012. The note is secured by certain property and equipment of the Company. The note has not been formally renewed, but installment payments have commenced and the note is expected to be retired soon without any penalty.		25,000		-
Line of credit with an unrelated third party bearing interest at LIBOR (.78094) +3% due on demand.		13,177		13,177
Note payable to an unrelated third party, bearing interest at 12.99%, and due on demand.		8,685		-
Advances from related parties bearing no interest per annum and due on demand. These advances were settled by the related party forgiving the outstanding balance and contributing it to the Company’s additional paid in capital during 2010.		-		5,075
Line of credit with an unrelated third party bearing interest at prime (3.25%) plus 2% per annum, due and payable on October 28, 2015 with a monthly principal and interest payment of $6,295 per month, secured by the assets of the Company and recorded liens on certain equipment of the Company, guaranteed by the Company’s president.		320,031		-

F-13

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Line of credit with an unrelated third party bearing interest at LIBOR plus 3% and due on demand.	13,177	13,177

Note payable to Reunion Bank bearing interest at prime (3.25% at December 31, 2011) plus 2% per annum, due and payable on October 28, 2015, with a monthly principal and interest payment of $6,295, secured by the assets of the Company and recorded liens on certain equipment of the Company, guaranteed by the Company’s CEO.	260,090	320,031

Note payable to Reunion Bank bearing interest at prime (3.25% at December 31, 2011) plus 2% per annum, due and payable on February 15, 2016 with a monthly principal and interest payment of $5,920, secured by the assets of the Company and recorded liens on certain equipment of the Company, guaranteed by the Company’s CEO.	518,072	-

Line of credit with an unrelated third party bearing interest at prime (3.25% at December 31, 2011) plus 2% per annum, due on demand with a monthly interest payment and secured by certain accounts receivable.	47,046	-

Line of credit with an unrelated third party bearing interest at prime (3.25% at December 31, 2011) plus 2% per annum, due on demand with a monthly interest payment.	30,000	-

Note payable to OCE Copier bearing no interest rate and due on April 13, 2016	9,909	-

Convertible note bearing interest at 8% per annum, maturity date in February 2011. The Company evaluated the terms of the note and recorded a beneficial conversion feature in the amount of $59,644 at the inception of the agreement. This note, together with accrued interest, was converted into 5,311,475 shares of the Company’s common stock in January 2011.	-	32,000

Convertible note bearing interest at 8% per annum, maturity date in August 2011. The Company evaluated the terms of the note and recorded a beneficial conversion feature in the amount of $29,500 at the inception of the agreement. This note was repaid in May 2011.	-	32,500

Convertible note bearing interest at 8% per annum, maturity date in April 2011. The Company evaluated the terms of the note and recorded a beneficial conversion feature in the amount of $50,000 at the inception of the agreement. This note, together with accrued interest, was converted into 4,945,802 shares of the Company’s common stock in February 2011.	-	50,000

Convertible note bearing interest at 8% per annum, maturity date in February 2011. The company evaluated the terms of the note and recorded a beneficial conversion feature in the amount of $59,644 at the inception of the agreement. This note was repaid in 2011.		32,000			-
Convertible note bearing interest at 8% per annum, maturity date in August 2011. The company evaluated the terms of the note and recorded a beneficial conversion feature in the amount of $29,500 at the inception of the agreement. This note was repaid in 2011.		32,500			-
Convertible note bearing interest at 8% per annum, maturity date in April 2011. The company evaluated the terms of the note and recorded a beneficial conversion feature in the amount of $50,000 at the inception of the agreement. This note was repaid in 2011.		50,000			-
Promissory note with an unrelated third party bearing no interest per annum requires a monthly payment of $2,500 and matures in June 2012. The Company disputes this note payable as representation of the fitness of the equipment purchased from Vac & Jet were not fully disclosed.		60,000			-
Note with an unrelated third party bearing no interest, requires a monthly payment of $1,500 per months and matures in October2012.		39,000			-
Note with an affiliated company bearing interest at 18% per annum and due on demand.		322,500			-
Note with an affiliated company bearing interest at 18% per annum and due on demand.		59,400
Note with a related party bearing interest at 18% per annum and originally due in February 2011 but extended to June 2011. The note was secured by 10,000,000 shares of the Company’s common stock.During 2011 this note was paid in full.		75,000			-
Note with an unrelated third party bearing no interest, due on March 31, 2011. During 2011 this note was paid in full.		550,000			-
Total Notes Payable		1,653,608			781,038
less: Current Portion		(1,653,608	)		(781,038	)
Long Term Portion	$	-		$	-

F-14

Table of Contents


Promissory note with an unrelated third party, bearing no interest per annum, a monthly payment of $2,500 and maturing in June 2012. The Company disputes this note payable as representation of the fitness of the equipment purchased from Vac & Jet were not fully disclosed.	60,000	60,000

Note with an unrelated third party bearing no interest, a monthly payment of $1,500 and maturing in October 2012. The lawsuit was settled on May 7, 2012 and no further payments are required.	33,800	39,000

Note with an affiliated company bearing interest at 18% per annum and due on demand.	417,755	322,500

Note with an affiliated company bearing interest at 18% per annum and due on demand.	-	59,400

Note with a related party bearing interest at 18% per annum. The note was secured by 10,000,000 shares of the Company’s common stock. During 2011, this note was refinanced as noted below.	-	75,000

On March 13, 2011, the Company entered into a contract with Dr. Scott Levine, a related party, where Dr. Levine agreed to loan $75,000 in exchange for 1,000,000 restricted shares of common stock and 1,000,000 stock warrants. The relative fair value of the common stock and warrants was $32,704 in total resulting in an initial discount. For the year ended December 31, 2011, $28,616 related to the debt discount was amortized into interest expense. The note was due on July 15, 2011, bore interest at an annualized rate of 18% and was collateralized by 10,000,000 shares of the Company’s common stock. The 10,000,000 shares were issued to Mr. Levine and are considered outstanding. Mr. Levine has verbally agreed to extend the note until the Company secures financing. Mr. Levine exercised the warrants on May 17, 2011 for $50,000 in cash proceeds.	75,000	-

Vehicle loan note with Ford Credit bearing interest at 5.5%, secured by a vehicle and due on February 11, 2014.	8,906	-

Vehicle loan note with Ford Credit bearing interest at 10.0%, secured by a vehicle and due on April 9, 2014.	27,503	-

~~During the year ended December 31, 2010, the CEO of the Company forgave $1,247,155 of debt of the Company and the amount was recorded as additional paid~~F-~~in capital.~~15


Equipment loan note with CNH Capital bearing interest at 5.9%, secured by an excavator and due on August 16, 2016.		42,516			-

Note with an unrelated third party bearing no interest, due on March 31, 2011. During 2011, this note was paid in full.		-			550,000
Total Notes and Line of Credit Payable		1,822,459			1,653,608
Less: Current Portion		(1,542,682	)		(1,653,608	)
Long-Term Portion	$	279,777		$	-

Principal payments for the long-term notes payable for each of the five succeeding years are as follows:

Year ended December 31,	Amount
2012	$	1,542,682
2013		245,502
2014		15,325
2015		12,255
2016		6,695
Total	$	1,822,459

Reunion Bank Loan Covenants

~~The~~In October, 2010, the Company entered into a 5 -year ~~loan~~note agreement with Reunion Bank for the amount of $325,000 with a balance of $~~320~~260,~~031~~090 as of December 31, ~~2010~~2011. ~~The~~On February 16, 2011, the Company entered into another 5-year note agreement with a principal amount of $550,000 ($518,072 as of December 31, 2011) with a required balloon payment of $317,345 on the 60th payment. Reunion Bank loan covenants are as follows:

·	The Company is to maintain 1.25X Debt Coverage Ratio;

· ~~The~~Brownies ~~Company~~ is to maintain Tangible Net Worth of $400,000;

· The Company agrees that no dividends will be paid without Bank consent;

·	The Company agrees to provide internally prepared financial statements quarterly;

·	The Company will provide tax returns annually; and,

· Guarantors (Michael Borish individually and the Company) to provide tax returns /and financial statements annually.

~~The~~At ~~Company~~December is31, ~~presently~~2011, ~~not~~the inCompany ~~compliance~~did ~~with~~not meet the ~~debt~~Debt ~~coverage~~Coverage ~~ratio~~Ratios ~~and~~stipulated asin ~~such~~the ~~has~~loan, ~~reclassified~~consequentially the ~~debt~~loans asare adue ~~current~~on ~~liability~~demand inand ~~the~~are ~~accompanying~~classified ~~consolidated~~as ~~balance~~current ~~sheet.~~portion Noof ~~demand~~long-term ~~for~~debt. Reunion ~~payment~~Bank has ~~been~~not made asany aeffort ~~result~~or ofgiven any indication that they will exercise the ~~breach~~acceleration provisions of the ~~loan~~ covenant.

NOTE 7 – COMMITMENT AND CONTINGENCIES

~~The~~As a result of the business combination with Brownies in 2010 (see Note 10 – Business Combination), the sellers failed to disclose to the Company ~~has~~liabilities ~~entered~~which ~~into~~included ~~various~~an ~~consulting~~outstanding ~~agreements~~invoice ~~with~~of ~~outside~~$21,000 ~~consultants.~~for ~~However~~required cleanup in Orange County, ~~certain~~Florida, $18,000 of ~~these~~unpaid ~~agreements~~personal ~~included~~property ~~additional~~taxes ~~compensation~~from on2008 and 2009, a claim made by Shelly Septic for $57,000, and $99,214 in payroll taxes. The Company settled the ~~basis~~$21,000 ofmatter ~~performance~~in Orange County. The ~~consulting~~Company ~~agreements~~acknowledged ~~are~~that, ~~with~~as ~~key~~a ~~shareholders~~matter ~~and~~of ~~advisers~~statute, ~~that~~the ~~are~~$18,000 ~~instrumental~~in personal property taxes would attach to the ~~success~~equipment ofacquired in the ~~Company~~Brownies transaction and ~~its~~has ~~development~~made ofarrangements ~~its~~to ~~products~~pay ~~and~~these ~~services~~unpaid taxes. The Company is in negotiations to settle the matter with Shelley Septic. The Company’s corporate counsel is addressing to determine if the Company is obligated to these debts.

As a result of the business combination with Brownies in 2010(see Note 12 – Business Combination), the Company assumed liabilities which included an outstanding invoice of $21,000 for required cleanup in Orange County, Florida, $18,000 of unpaid personal property taxes from 2008 and 2009 and a claim made by Shelly Septic for $57,000. The Company settled the $21,000 matter in Orange County. The Company acknowledged that as a matter of statute the $18,000 in personal property taxes would attach to the equipment acquired in the Brownies transaction and has made arrangements to pay these unpaid taxes. The Company is in negotiations in settling the matter with Shelley Septic.F-16

On May 2, 2012 Harvey Blonder, Gary Goldstein, and Robyn Bailey filed another law suit now in the United States District Court Middle District of Florida case No. 6:12-cv-665-ORL-22DAB making the same allegations in the prior complaints filed in state court. The Company considered this litigation frivolous and vehemently denies all allegations. The case is pending in District Court and the Company is vigorously litigating this case. The Company has not yet determined the range of any potential loss exposure related to this litigation.

On January 1, 2011, the Company entered into a one-year yellow grease purchase agreement with Delta Integrated Industries LLC (“Delta”). In that agreement the Company agreed to sell fifty thousand gallons of yellow grease per month to Delta. This agreement was voided because Delta submitted a check from an affiliate company for $67,000 that was drawn on an account with insufficient funds. Delta has filed a Complaint related to this voided agreement but has never served the summons on the Company which makes the Complaint invalid and will ultimately be dismissed by the court for lack of service. On May 7, 2012 the court issued a stipulation of dismissal ending the matter.

NOTE 8– RELATED PARTY TRANSACTIONS

On January 25, 2011, the Company issued 800,000 and 1,759,000 preferred shares to Michael Ciarlone and Michael Borish, respectively, for the settlement of $17,915 in accrued compensation.

On March 13, 2011, the Company entered into a contract with Dr. Scott Levine, in which Dr. Levine agreed to loan $75,000 to the Company in exchange for one million restricted shares of common stock and warrants to acquire one million shares of the Company’s common stock at an exercise price of $0.05 per share. The note was originally due on July 15, 2011 and collateralized by 10,000,000 shares of the Company’s common stock. Mr. Levine exercised the warrants on May 17, 2011 for $50,000 in cash proceeds to the Company. See Note 6 for further information.

On April 28, 2011, the Company issued 2,000,000 common shares (1,000,000 each to Michael Ciarlone and Michael Borish) in lieu of compensation and recorded $110,000 in compensation expense ($0.055 per share based upon the market price of the Company’s common stock on the date of grant).

Our CEO and companies under his control forgave the following debt and other liabilities during 2010:

Notes Payable Shareholder	$405,819
Notes Payable Resort Marketing	84,300
Accrued Interest	181,266
Accounts Payable	89,421
Visa RBC Centura 1702	5,934
RBC Centura 1694	7,079
Accrued Interest	362.
Accrued Compensation-CEO	368,183
Accrued Payroll – CEO	99,717
Advances by Shareholders	5,075
Total Debt Forgiven and Recognized as Additional Paid-In Capital in the Accompanying Consolidated Financial Statements	$1,247,155

F-1517

~~Table~~NOTE of9 ~~Contents~~- EQUITY

NOTE 9- REVERSE SPLIT

On September 23, 2008, the Company entered into a 1:50 reverse stock split. After the completion of the reverse stock split all share amounts in the consolidated financial statements were retroactively restated.

NOTE 10- EQUITY

Preferred Stock

The Company authorized 75,000,000 shares of preferred stock, at $0.001 par value of which 35,~~177~~736,~~111~~333 are Series A Convertible preferred shares issued and outstanding as of December 31, ~~2010~~2011. ~~The~~During ~~Corporation~~the ~~established~~twelve ~~and~~months ~~designates~~ended December 31, 2011, the ~~rights~~Company issued 1,759,000 and 800,000 ~~preferences~~shares of a Series A Convertible Preferred Stock, to its CEO and ~~reserves~~COO, 5respectively,~~000,000~~ ~~shares~~for settlement of ~~preferred~~accrued ~~stock~~compensation ~~against~~in ~~its~~the ~~issuance,~~amount ~~such~~of ~~rights~~$17, ~~preferences and designations~~915. Each share of the ~~Series A Convertible~~ Preferred Stock shall have 300 votes on all matters presented to be voted by the holders of our common stock and is convertible to common stock on a one for one basis as of the origination date on October 31, 2010. ~~The~~From ~~Company~~that ~~has~~time 3forward,~~177,111~~ ~~Series~~as Athe ~~Convertible~~corporation ~~Preferred~~issues ~~Stock~~additional ~~issued~~shares ~~and~~of ~~outstanding~~common asstock the conversion ratio of the preferred stock increases to maintain the shares proportional ownership of the Company. As of December 31, ~~2010~~2011 the conversion rate is one share of preferred stock for 1.~~During~~5 shares of common stock. All shares of preferred stock that have been issued were issued as compensation to the ~~year~~CEO & COO with 2,559,222 valued at $17,914 and 3,177,111 valued at $431,115 and $47,657 in the years ended December 31, 2011 and 2010, respectively. For the ~~Company~~year ~~issued~~ended 3December 31,~~177~~ 2011,~~111~~ ~~shares~~this ofpreferred ~~Series~~stock Abeneficial ~~Convertible~~conversion ~~Preferred~~feature ~~Stock~~resulted toin ~~itsCEO~~the ~~and~~increase ~~COO~~in ~~for~~paid-in ~~settlement~~capital and recognition of ~~accrued~~beneficial ~~compensation~~conversion expense in the amount of $47396,~~657~~254.

Common Stock

As of December 31, ~~2010~~2011 the Company had authorized 200,000,000 shares of common stock, at $0.001 par value and ~~103~~133,~~444~~443,~~617~~434 shares are issued and outstanding.

~~2010~~During the year ended December 31, 2011 the Company issued 18,325,000 common shares for $405,600 of services and expenses rendered by consultants and $116,750 for payment to related parties. The Company issued 11,073,817 of common shares for the conversion of debt and accrued interest and the company converted $96,014 in debt and accrued interest. The Company issued 600,000 common shares for the acquisition of equipment valued at $15,840.

~~During~~Shares ~~the~~subscribed ~~year~~not ~~ended December 31, 2010 the Company~~ issued 48,000,000 common shares and cancelled 1,333,333 common shares in the acquisition of Brownies valued at $1,166,666, the Company issued 12,424,333 common shares for services and expensed $1,653,975 for services rendered by consultants. The Company issued 17,435,910 of common stock for principal and accrued interest on debt in the amount of $447,628, The Company issued 10,000,000 common shares as collateral for debt to a related party.

~~2009~~During the year ended December 31, 2011, the Company subscribed 1,000,000 shares of common stock for the exercise of warrants. The shares had not been issued as of December 31, 2011. Common subscribed shares consisted of the following:

~~On July 15, 2009, Company issued 367,500 shares of common stock to its officer for the conversion of debt. The common shares were valued at the closing trading price of $.01 on the grant date.~~F-18

OnCommon ~~July~~Stock 15Subscribed, ~~2009~~Not ~~issued 50,980 shares of common stock to a shareholder for the conversion of debt. The common shares were valued at the closing trading price of $.01 on the grant date.~~Issued

On September 24, 2009, the Company issued 7,400,000 shares of common stock to its officer for services rendered. The common shares were valued at the closing trading price of $.25 on the grant date for a cumulative value of $1,850,000.

	Exercise of Warrants

December 31, 2010		-
Shares subscribed		1,000,000
Issuance of subscribed shares		-
Balance December 31, 2011		1,000,000

F-16

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On September 24, 2009, the Company issued 400,000 shares of common stock to a shareholder for services rendered. The common shares were valued at the closing trading price of $.25 on the grant date for a cumulative value of $100,000.

On September 29, 2009, the Company issued 6,000,000 shares of common stock to our officer for services rendered. The common shares were valued at the closing trading price of $.25 on the grant date for a cumulative value $1,500,000.

On September 29, 2009, the Company issued 325,000 shares of common stock to shareholder for services rendered. The common shares were valued at the closing trading price of $.25 on the grant date for a cumulative value $81,250.

On September 24, 2009 the Company issued 400,000 shares of common stock to consultants for services rendered. The common shares were valued at the closing trading price of $.25 on the grant date and expensed $100,000.

On September 29, 2009 the Company issued 325,000 shares of common stock to consultants for services rendered. The common shares were valued at the closing trading price of $.25 on the grant date and expensed $81,250.

On October 29, 2009 the Company issued 600,383 shares of common stock to consultants for services rendered. The common shares were valued at the closing trading price of $.25 on the grant date and expensed $300,383.

On November 4, 2009 the Company issued 25,000 shares of common stock to consultants for services rendered. The common shares were valued at the closing trading price of $.25 on the grant date and expensed $2,750.

On November 17, 2009 the Company issued 320,000 shares of common stock to consultants for services rendered. The common shares were valued at the closing trading price of $.25 on the grant date and expensed $96,000.

Warrants

The Company values all warrants using the Black-Scholes option-pricing model. Critical assumptions for the Black-Scholes option-pricing model include the market value of the stock price at the time of issuance, the risk-free interest rate corresponding to the term of the warrant, the volatility of the Company’s stock price, dividend yield on the common stock, as well as the exercise price and term of the warrant. The warrants are not subject to any form of vesting schedule and, therefore, are exercisable by the holders anytime at their discretion during the life of the warrant. No discounts were applied to the valuation determined by the Black Scholes option-pricing model.

~~The~~In ~~Company~~March ~~has~~2011, ~~warrants~~in ~~but~~connection nowith ~~options~~the ~~outstanding~~$75,000 asLevine ofnote ~~December~~discussed ~~31,~~above ~~2010.The~~in ~~warrants~~Note ~~consist~~6, ofthe 5Company issued 1,000,000 warrants to purchase common stock of the Company at a $0.1005 exercise price which are fully vested, ~~and~~ have a three ~~(3)~~ year expected life ~~and~~ (expire ~~December~~March 131, ~~2013and~~2014) and were valued at $9528,~~308~~991 using the Black-Scholes option-pricing model, which was treated as a discount to the related note. The following inputs and assumptions were used in the option-pricing model:

Expected Dividend yield	None
Volatility		419.40	%
Weighted average risk free interest rate		0.75	%
Weighted average expected life(in years)	3.00

The warrants issued in March 2011 were fully exercised in May 2011 for $50,000 of cash proceeds to the Company.

In December, 2010 the Company issued 5,000,000 warrants. These outstanding warrants have a $0.10 exercise price, are fully vested, have a three year expected life, expire December 13, 2013 and were valued at $95,308 using the Black-Scholes option-pricing model. The following inputs and assumptions were used in the option-pricing model:

Expected Dividend yield	None
Volatility		287.81	%
Weighted average risk free interest rate		5.53	%
Weighted average expected life(in years)	3.00

~~F-17~~On September 1, 2011 an investor provided a $220,000 convertible note with a conversion price of $0.06 per share, and received 7,000,000 warrants with a strike price of $0.01 per share and an expiration date of 2 years (September 1, 2013) for the original $100,000 loan that originated in December 2010. The lender was also issued 4,000,000 warrants with a strike price of $0.05 and an expiration of 3 years (September 1, 2014). The note carries interest at 8% and is due September 1, 2013.

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NOTE 11 - INCOME TAXES

The provision (benefit) for income taxes from continued operations for the years ended December 31, 2010 and 2009 consist of the following:

	December 31,
	2010			2009
Current:
Federal	$	-		$	-
State		-			-
		-			-
Deferred:
Federal	$	286,797		$	1,554,881
State		48,150			-
		334,947			1,554,881
Valuation allowance		(334,947	)		(1,554,881	)
Provision benefit for income taxes, net	$	-		$	-

The difference between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense is as follows:

	December 31,
	2010			2009
Statutory federal income tax rate		34.0	%		34.0	%
State income taxes and other		5.4	%		5.4	%
Valuation allowance		(39.40	%)		(39.40	%)
Effective tax rate		-			-

Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The tax effect of these temporary differences representing deferred tax asset and liabilities result principally from the following:

	December 31,
	2010			2009
Net operating loss carryforward		7,321,795			6,986,848
Valuation allowance		(7,321,795	)		(6,986,848	)
Deferred income tax asset	$	-		$	-

The Company has a net operating loss carryforward of approximately $20 million available to offset future taxable income through 2030.For income tax reporting purposes, the Company’s aggregate unused net operating losses are subject to limitations of Section 382 of the Internal Revenue Code, as amended. Under the Tax Reform Act of 1986, the benefits from net operating losses carried forward may be impaired or limited on certain circumstances. Events which may cause limitations in the amount of net operating losses that the Company may utilize in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. The consolidation of any limitations that may be imposed for future issuances of equity securities, including issuances with respect to acquisitions have not been determined. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, because in the opinion of management based upon the earning history of the Company; it is more likely than not that the benefits will not be realized.

F-18

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ASC 740 requires the consideration of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Significant management judgment is required in determining any valuation allowance recorded against deferred tax assets. In evaluating the ability to recover deferred tax assets, the Company considered available positive and negative evidence, giving greater weight to its recent cumulative losses and its ability to carry-back losses against prior taxable income and lesser weight to its projected financial results due to the challenges of forecasting future periods. The Company also considered, commensurate with its objective verifiability, the forecast of future taxable income including the reversal of temporary differences. At that time the Company continued to have sufficient positive evidence, including recent cumulative profits, a reduction in operating expenses, the ability to carry-back losses against prior taxable income and an expectation of improving operating results, showing a valuation allowance was not required. At the end of the year ended December 31, 2010, changes in previously anticipated expectations and continued operating losses necessitated a valuation allowance against the tax benefits recognized in this quarter and prior quarters since they are no longer “more-likely-than-not” realizable. Under current tax laws, this valuation allowance will not limit the Company’s ability to utilize U.S. federal and state deferred tax assets provided it can generate sufficient future taxable income in the U.S.

The Company anticipates it will continue to record a valuation allowance against the losses of certain jurisdictions, primarily federal and state, until such time as we are able to determine it is “more-likely-than-not” the deferred tax asset will be realized. Such position is dependent on whether there will be sufficient future taxable income to realize such deferred tax assets The Company’s effective tax rate may vary from period to period based on changes in estimated taxable income or loss by jurisdiction, changes to the valuation allowance, changes to federal, state or foreign tax laws, future expansion into areas with varying country, state, and local income tax rates, deductibility of certain costs and expenses by jurisdiction.

NOTE 12 – BUSINESS COMBINATION

On July 17, 2010, the Company entered into a purchase agreement (the “Asset Purchase Agreement”) with the owners of Brownies Waste Water Solutions, Inc., B&P Environmental Services LLC (Michael J. Ciarlone, Harvey Blonder and Gary A. Goldstein and Anita Goldstein, Robin and Robert Bailey, hereinafter referred to as the “Sellers”). Pursuant to the Asset Purchase Agreement, and upon the terms and subject to the conditions thereof, the Company purchased all of the Member Interests of B&P Environmental Services LLC and all of the issued and outstanding shares of Brownies Waste Water Solutions, Inc. (the “Acquisition”). The purchase price for the Acquisition consisted of the issuance of a net aggregate of 46,666,667 shares which includes 48,000,000 common shares issued in the transactions and the respectively 1,333,333 common shares cancelled in consideration (the “Share Consideration”) to the parties that comprise the holders of both/or Member Interests of B&P Environmental Services LLC and issued and outstanding shares of Brownies Waste Water Solutions, Inc.

There was not a pre-existing relationship between the sellers and the Company prior to the transaction.

F-19

~~Table~~Pursuant to ASC 470-20 Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, the Company determined that a beneficial conversion feature is present for the convertible notes issued during the year ended December 31, 2011 using the intrinsic value in the convertible notes adjusted for amounts allocated to the warrant valuation. The intrinsic value of ~~Contents~~the convertible notes amounted to $164,339 based on the fair market value of common stock on the respective dates of issuance.

Since the combined value of the warrants ($164,939) plus the intrinsic value of the convertible notes ($164,939) exceeds the fair value of the face value of the debt ($220,000), the Company is limited to the amount of the proceeds when recording the beneficial conversion feature as debt discount. Using a pro rata contribution (relative fair value), the Company allocated the proceeds first to the warrant valuation in the amount of approximately $164,939 and the remainder to the beneficial conversion feature in the amount of $55,061. The Company immediately amortized the debt discount of $220,000 for the year ended December 31, 2011 since the debt was convertible upon issuance.

Warrant Amount		7,000,000			4,000,000
Expected Dividend yield	None			None
Volatility		399.84	%		381.24	%
Weighted average risk free interest rate		0.54	%		0.61	%
Weighted average expected life(in years)		2.00			3.00

The Company has 16,000,000 warrants but no options outstanding as of December 31, 2011.

NOTE 10 – BUSINESS COMBINATION

On July 17, 2010, the Company entered into a purchase agreement (the “Asset Purchase Agreement”) with the owners of Brownies Waste Water Solutions, Inc., and B&P Environmental Services LLC (Michael J. Ciarlone, Harvey Blonder, Gary A. Goldstein and Anita Goldstein, Robin and Robert Bailey, hereinafter referred to as the “Sellers”). Pursuant to the Asset Purchase Agreement, and upon the terms and subject to the conditions thereof, the Company purchased all of the Member Interests of B&P Environmental Services LLC and all of the issued and outstanding shares of Brownies Waste Water Solutions, Inc. (the “Acquisition”). The purchase price for the Acquisition consisted of the issuance of a net aggregate of 46,666,667 shares which includes 48,000,000 common shares issued in the transactions and the respectively 1,333,333 common shares cancelled in consideration (the “Share Consideration”) to the parties that comprise the holders of both/or Member Interests of B&P Environmental Services LLC and issued and outstanding shares of Brownies Waste Water Solutions, Inc.

There was not a pre-existing relationship between the sellers and the Company prior to the transaction. Brownies Waste Water Solutions, Inc. was in business for eighteen months prior to the acquisition and had only operated for sixteen months before the acquisition on July 17, 2010.

The Company acquired a substantial amount of assets in the transaction, which are considered to meet the definition of a business in accordance with FASB codification Topic 805, "Business Combinations", and as such, the Company accounted for the acquisition as a business combination.

Management determined that the Company was the acquirer in the business combination in accordance with FASB codification Topic 805, "Business Combinations", based on the following factors: (i) there was not a change in control of the Company, since the Sellers did not obtain a controlling financial interest or the power to control the Company through a lesser percentage of ownership, by contract, lease, agreement with other stockholders, or by court decree; (ii) the Company was the entity in the transaction that issued its equity instruments, and in a business combination, the acquirer usually is the entity that issues its equity interests; (iii) the Company’s directors retained the largest relative voting rights of the Company post-transaction; and (iv) the composition of the Company’s board of directors and management did not change post-acquisition.

The reasons for the acquisition were that the companies had similar business models that allow the company to expand its operations and services. Also, with the acquisition of Brownies the Company can expand its market share of the sewage disposal market.F-20

The reasons for the acquisition were that the companies had similar business models that allow the company to expand its operations and services. Also, with the acquisition of Brownies, the Company can expand its market share of the sewage disposal market.

The acquisition gave rise to goodwill which was impaired immediately and an intangible asset, a client list, with an estimated life of five years because of management’s belief that the client list had value but did not have an economic useful life longer than a period of five years.

The net purchase price paid for the Acquisition was 46,666,667 restricted shares of the Company’s common stock. The shares had a quoted market price of $.025 per share on July 17, 2010 or an aggregate quoted market value of approximately $1,166,667. The results of Brownies’ operations since July 17, 2010 have been included in the consolidated financial statements. The following table summarizes the consideration paid by the Company and the amounts of the assets acquired and liabilities assumed at the acquisition date. The purchase price for the Acquisition consisted of the issuance of a net aggregate of 46,666,667 shares which includes 48,000,000 common shares issued in the transactions net of the 1,333,333 common shares cancelled (the “Share Consideration”) to the parties that comprise the holders of both/or Member Interests of B&P Environmental Services LLC and issued and outstanding shares of Brownies Waste Water Solutions, Inc.

Purchase Price Allocation	July 17, 2010
Fair Value of Consideration:
Equity instruments (46,666,667 common shares of Freedom Environmental Services, Inc.)	$	1,166,667
Fair Value of Assets acquired:
Cash		207,163
Assets:
Cash		207,163
Equipment		1,308,390
Prepaid expense		1,625
Accounts receivables		297,219
Inventory		34,266
Inventory Client list		34,266 200,000
Client list		200,000
Total assets		2,048,663
Total assets	$	2,048,663
Fair Value of Liabilities assumed:
Liabilities		1,014,591
Fair value of netassets	$	1,034,072
Fair value of net assets		1,034,072
Goodwill		132,595
Total purchase price	$	1,166,667

F-20

Table of Contents

Liabilities Assumed:
Royal Bank of Canada	$	13,177
Convertible Note Payable		50,000
Notes Payable Vac& Jet		60,000
Notes Payable Caterpillar		39,000
Notes Payable Resort Marketing		322,500
Notes Payable Security Fortress Ltd		264,800
Accounts Payable		265,814
Total Liabilities Assumed	$	1,014,591

The following unaudited proforma consolidated results of operations have been prepared as if the Acquisition occurred at the beginning of each period presented.

	Year Ended December 31,
		2010			2009
REVENUES			4,807,603			4,170,058
Net Loss			(3,295,379	)		(4,895,986	)
Net loss per share basic and diluted		$	(0.04	)	$	(0.07	)
Weighted average of shares outstanding			81,241,781			69,074,032

NOTE 13 – ASSETS PURCHASED

On December 13, 2010, the Company entered into an Asset Purchase Agreement (the “APA”) with Clean Fuel, LLC. Pursuant to the APA, and upon the terms and subject to the conditions thereof, the Company agreed to purchase equipment from Clean Fuel, LLC. The purchase price for the assets consisted of $850,000 in cash and 5,000,000 warrants at a $.10 exercise price which are fully vested and have a three (3) year life at the date of closing of the APA. The value of the warrants based on Black Scholes is $95,308.

The APA closed on December 13, 2010. The equipment was put in a wholly-owned subsidiary of Freedom, Grease Recovery Solutions, LLC, a Florida Corporation (“Grease”). This equipment purchased from Clean Fuel LLC was idle prior to acquisition.

The fair value of the consideration and the assets acquired is based on the aggregate value of the cash and the black Scholes value of the warrants that was exchanged for the property and equipment.

Purchase Price Allocation	December 31, 2010
Fair Value of Consideration:
Cash	$	850,000
Equity instruments (5,000,000 warrants at a $.10 exercise price)		95,308
Total Purchase Price		945,308
Fair Value of Assets acquired:
Assets:
Property and Equipment		945,308
Total assets	$	945,308
Fair value of total assets	$	945,308
Total purchase price	$	945,308

F-21

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Liabilities Assumed from the Seller:
Royal Bank of Canada note payable	$	13,177
Convertible Note Payable		50,000
Notes Payable - Vac & Jet		60,000
Notes Payable – Caterpillar		39,000
Notes Payable - Resort Marketing		322,500
Notes Payable - Security Fortress Ltd		264,800
Accounts Payable		265,114
Total Liabilities Assumed from the Seller	$	1,014,591

NOTE 1511 –- ~~RESTATEMENT~~ASSETS PURCHASED

	December 31, 2009 Originally Stated		December 31, 2009 Restated		December 31, 2009 Restatement
Disposal		25,881		138,213		112,332
Job materials		2,673		12,378		9,705
Sand		-		-
Permits for job site		-		-
Equipment rental for job		8,138		8,855		717
Labor		14,260		74,386		60,126
Small tools for job		1,649		1,649		-
Total Cost of Sales		52,601		235,481		182,880
General and Administrative		4,992,400		4,809,520		(182,880	)

On December 13, 2010, the Company entered into an Asset Purchase Agreement (the “APA”) with Clean Fuel, LLC. The purchase price for the assets consisted of $850,000 in cash and 5,000,000 warrants at a $0.10 exercise price which are fully vested and have a three- year life at the date of closing of the APA. The value of the warrants based on Black Scholes was $95,308.

The ~~Company~~equipment ~~restated~~was ~~expenses~~put ~~that~~in ~~were~~Grease, ~~previously~~a ~~treated~~wholly-owned assubsidiary ~~general~~of ~~and~~Freedom. ~~administrative~~This ~~expenses~~equipment aspurchased ~~cost~~from ofClean ~~sales~~Fuel toLLC ~~appropriatelyreflect~~was ~~the~~idle ~~Company’s~~prior ~~cost~~to ~~of statements in~~ the ~~accompanying consolidated statement of operations for 2009~~acquisition.

~~NOTE~~The ~~16–~~fair ~~SUBSEQUENT~~value ~~EVENTS~~of the consideration and the assets acquired is based on the aggregate value of the cash and the Black Scholes value of the warrants that were exchanged for the property and equipment as shown below:

In accordance with the Subsequent Events Topic of the FASB ASC 855, we have evaluated subsequent events through the date the consolidated financial statements were issued, and have determined that the following events are reasonably likely to impact the financial statements and require disclosure:

	December 13, 2010
Fair Value of Consideration:
Cash	$	757,000
Equity instruments (5,000,000 warrants at a $.10 exercise price)		95,308
Equity instruments (600,000 common shares, $0.0254 per share)		15,240
Total Purchase Price	$	867,548
Fair Value of Assets acquired:
Property and Equipment	$	867,548
Fair Value of Assets	$	867,548

InNOTE ~~January~~12 3,- ~~2011~~INCOME ~~the Company issued 1,311,475 of common stock for the conversion of $8,000 of convertible debt.~~TAXES

OnThe ~~January~~provision 4,(benefit) ~~2010~~for ~~the~~income ~~Company~~taxes ~~issued~~from ~~500,000~~continued ~~common~~operations ~~shares~~for tothe ~~Dr.~~years ~~Scott~~ended ~~Levine~~December ~~for~~31, ~~his~~2011 ~~appointment~~and to2010 ~~the~~consist ~~advisory board~~ of the ~~board of directors.~~following:

On January 7, 2011 the Company issued 4,400,000 in common shares for investor relations services.


	December 31,
	2011			2010
Current:
Federal	$	0		$	0
State		0			0
	$	0		$	0

Deferred:
Federal	$	559,878,000		$	519,180,000
State		88,921,800			82,458,000
		648,799,800			601,638,000
Valuation allowance		(648,799,800	)		(601,638,000	)
Provision benefit for income taxes, net	$	-		$	-

On January 12, 2011 the Company issued 1,538,462 in common shares for the conversion of $10,000 of convertible debt.

On January 13, 2011 the Company issued 1,230,769 in common shares for the conversion of $8,000 of convertible debt.

On January 13, 2011 the Company issued 1,000,000 in common shares for investor relations.

On January 19, 2011 the Company issued 1,230,769 in common shares for the conversion of $8,000 in convertible debt.

On January 31, 2011 the Company issued 816,540 in common shares for the conversion of $10,615 in convertible debt.

F-22

~~Table~~The ofdifference ~~Contents~~between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense is as follows:

On February 2011, the company issued 4,945,802 in common shares for the conversion of $50,000 principle and $2,000 interest of convertible debt.


	December 31,
	2011			2010
Statutory federal income tax rate		34.0	%		34.0	%
State income taxes and other		5.4			5.4
Valuation allowance		(39.4	)		(39.4	)
Effective tax rate		0.0	%		0.0	%

OnDeferred ~~February~~income ~~2011,~~taxes result from temporary differences in the ~~company~~recognition ~~issued~~of ~~600,000~~income ~~common~~and ~~shares~~expenses tofor asthe ~~payment~~financial onreporting anpurposes ~~outstanding~~and ~~loan~~for tax purposes. The tax effect of these temporary differences representing deferred tax asset and liabilities result principally from the following:

On 01/07/2011, the Company issued 800,000 and 1,759,000 preferred shares to Michael Ciarlone and Michael Borish in lieu of two months of compensation.


	December 31,
	2011				2010
Net operating loss carryforward		$	16,467,000			$	15,270,000
Valuation allowance			(16,467,000	)			(15,270,000	)
Deferred income tax asset		$	-			$	-

The Company ~~paid~~has a net operating loss carryforward of approximately $16.5 million available to offset future taxable income through 2030. For income tax reporting purposes, the ~~entire~~Company’s ~~outstanding~~aggregate ~~balance~~unused net operating losses are subject to limitations of ~~notes~~Section ~~payables~~382 of the Internal Revenue Code, as amended. Under the Tax Reform Act of 1986, the benefits from net operating losses carried forward may be impaired or limited on certain circumstances. Events which may cause limitations in the amount of net operating losses that the Company may utilize in any one year include, but are not limited to, ~~Asher~~a ~~Enterprises~~cumulative ownership change of ~~approximately~~more ~~$48~~than 50% over a three-year period. The consolidation of any limitations that may be imposed for future issuances of equity securities,~~500~~ including issuances with respect to acquisitions have not been determined. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, because in the opinion of management based upon the earning history of the Company; it is more likely than not that the benefits will not be realized.

ASC 740 requires the consideration of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Significant management judgment is required in determining any valuation allowance recorded against deferred tax assets. In evaluating the ability to recover deferred tax assets, the Company considered available positive and negative evidence, giving greater weight to its recent cumulative losses and its ability to carry-back losses against prior taxable income and lesser weight to its projected financial results due to the challenges of forecasting future periods. The Company ~~paid~~also considered, commensurate with its objective verifiability, the ~~remaining~~forecast ~~balance~~of future taxable income including the reversal of ~~$550~~temporary differences. At that time the Company continued to have sufficient positive evidence,~~000~~ ~~notes~~including ~~payable~~recent cumulative profits, a reduction in operating expenses, the ability to carry-back losses against prior taxable income and an expectation of improving operating results, showing a valuation allowance was not required. At the end of the year ended December 31, 2010, changes in previously anticipated expectations and continued operating losses necessitated a valuation allowance against the tax benefits recognized in this quarter and prior quarters since they are no longer “more-likely-than-not” realizable. Under current tax laws, this valuation allowance will not limit the Company’s ability to utilize U.S. federal and state deferred tax assets provided it can generate sufficient future taxable income in the U.S.

On March 13, 2011 the Company entered into a contract with Dr. Scott Levine, a related party, where as Dr. Levine agreed to loan $75,000 dollars in exchange for one million restricted shares of common stock and 1,000,000 stock warrants. The note is due on June 15, 2011 and collateralized by 10,000,000 shares of the Company’s common stock. The shares can only be converted if the note payable is delinquent and not paid in full by June 15, 2011.

On January 1, 2011 the Company entered into a one year yellow grease purchase agreement with Delta Integrated Industries LLC. In that agreement the Company agreed to sell fifty thousand (50,000) galls per month of yellow grease per month to Delta. This agreement has been terminated as Delta submitted a check that was NSF which terminated the agreement.

* * * * * * * * * * * *

F-23

~~Table~~The Company anticipates it will continue to record a valuation allowance against the losses of ~~Contents~~certain jurisdictions, primarily federal and state, until such time as it is able to determine it is “more-likely-than-not” the deferred tax asset will be realized. Such position is dependent on whether there will be sufficient future taxable income to realize such deferred tax assets. The Company’s effective tax rate may vary from period to period based on changes in estimated taxable income or loss by jurisdiction, changes to the valuation allowance, changes to federal, state or foreign tax laws, future expansion into areas with varying country, state, and local income tax rates, deductibility of certain costs and expenses by jurisdiction.

NOTE 13– SUBSEQUENT EVENTS

In accordance with the Subsequent Events Topic of the FASB ASC 855, Management has evaluated subsequent events, and has determined that the following events are reasonably likely to impact the financial statements:

On January 9, 2012, the Company issued 15,000,000 shares of common stock to extend the term of their $220,000 convertible note from September 1, 2012 to December 31, 2012.

On January 30, 2012, the Company issued 125,000 shares in payment for $5,000 of services provided.

On January 31, 2012, the Company issued a convertible promissory note to an individual in the amount $550,000. The note is secured by equipment, bears interest at 8% and is payable in monthly installments of $3,667 with the final payment occurring on December 14, 2014. The note is convertible into 6,500,000 shares of common stock at the option of the individual.

On May 7, 2012 a lawsuit regarding a note payable in the amount of $33,800 was dismissed and the disputed liability released with no further payment.

In February 2011, the Company entered into a letter of intent with David M. Hickman in Pennsylvania to purchase the equipment, inventory and customer list from a company owned by Mr. Hickman. The Company is in the process of due diligence and has escrowed a non-refundable deposit of $ 176,875 toward the purchase, which is classified in the accompanying balance sheet as a current deposit. Mr. Hickman has granted the Company an extension to complete the due diligence until May 31, 2012 and by mutual verbal consent the deadline will be extended again beyond May 31, 2012 prior to that time. Mr. Hickman provides sanitation services throughout Pennsylvania. Mr. Hickman’s company provides all aspects of commercial and residential services including septic system cleaning, maintenance and installation. We plan to expand that business to the current services lines that we provide in the State of Florida.

F-24

* * * * * * * * * * *

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Effective March 14, 2011, the Registrant dismissed Averett, Warmus, Durkee, Osborn, Hennings, CPAs, which firm did not audit Registrant’s financial statements but performed a review on ~~September~~December 3031, 2010. The change in the Registrant’s auditors was recommended and approved by the Board of Directors of the Registrant.

Averett, Warmus, Durkee, Osborn, Hennings, CPAs did not issue any audit reports on the financial statements for any years.

During the period November 8, 2010 through March 14, 2011 through the date of the termination of Averett, Warmus, Durkee, Osborn, Hennings, CPAs there have been no disagreements with Averett, Warmus, Durkee, Osborn, Hennings, CPAs(as defined in Item 304(a)(1)(iv) of Regulation S-K) on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Averett, Warmus, Durkee, Osborn, Hennings, CPAs, would have caused them to make reference thereto in their report on financial statements for such years.

During the period November 8, 2010 through March 14, 2011 through the date of the dismissal of Averett, Warmus, Durkee, Osborn, Hennings, CPAs, there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

(b) New independent registered public accounting firm.

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On March 14, 2011, and effective the same date, on the recommendation of the Registrant’s Board of Directors, the Registrant engaged GBH CPAs, PC as its independent registered public accounting firm to audit the Registrant’s financial statements for the fiscal year ended December 31, 2010 and to perform procedures related to the financial statements included in the Registrant’s quarterly reports on Form 10-Q, beginning with the quarter ending March 31, 2011.

During the two fiscal years ended December 31, 2009 and 2008, and through the date of the engagement of GBH CPAs, PC, neither the Registrant nor anyone on its behalf has consulted with GBH CPAs, PC, regarding either:


	(a)	The application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant’s financial statements, and neither was a written report provided to the Registrant nor was oral advice provided that GBH CPAs, PC, concluded was an important factor considered by the Registrant in reaching a decision as to an accounting, auditing, or financial reporting issue; or


	(b)	Any matter that was either the subject of a disagreement or a reportable event, as each term is defined in Items 304(a)(1)(iv) or (v) of Regulation S-K, respectively.

Effective February 9, 2012, the Registrant dismissed GBH CPAs, which did audit Registrant’s year-end financial statements and also performed a review of the last three quarterly financial statements. The change in the Registrant’s auditors was recommended and approved by the Board of Directors of the Registrant.

During the period October 14, 2010 through the date of the termination (February 9, 2012) of GBH CPAs there have been no disagreements with GBH, CPAs (as defined in Item 304(a)(1)(iv) of Regulation S-K) on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of GBH CPA’s, would have caused them to make reference thereto in their report on financial statements for such years.

(b) New independent registered public accounting firm.

On February 9, 2012, and effective the same date, on the recommendation of the Registrant’s Board of Directors, the Registrant engaged Tarvaran, Askelson & Company, as its independent registered audit firm to audit the Registrant’s financial statements for the fiscal year ended December 31, 2011 and to perform procedures related to the financial statements included in the Registrant’s quarterly reports on Form 10-Q, beginning with the quarter ending March 31, 2012.

During the fiscal year ended December 31, 2010 and through the date of the engagement of Tarvaran, Askelson & Company, neither the Registrant nor anyone on its behalf has consulted with Tarvaran, Askelson & Company, regarding either:

(a) The application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant’s financial statements, and neither was a written report provided to the Registrant nor was oral advice provided that Tarvaran, Askelson & Company, concluded was an important factor considered by the Registrant in reaching a decision as to an accounting, auditing, or financial reporting issue; or

(b) Any matter that was either the subject of a disagreement or a reportable event, as each term is defined in Items 304(a)(1)(iv) or (v) of Regulation S-K, respectively.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures were designed to provide reasonable assurance that the controls and procedures would meet their objectives. As required by SEC Rule 13a-15(b), our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level.

Management’s Annual Report on Internal Control over Financial Reporting

Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining adequate internal control over our financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, management has conducted an assessment, including testing, using the criteria in Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management has used the framework set forth in the report entitled Internal Control-Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission, known as COSO, to evaluate the effectiveness of our internal control over financial reporting. Based on this assessment, our Chief Executive Officer and Chief Financial Officer have concluded that our internal control over financial reporting was not effective as of December 31, ~~2010~~2011.

28An internal control material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements would not be prevented or detected on a timely basis by employees in the normal course of their work. Our management’s assessment is that the Company did not maintain effective internal control over financial reporting as of December 31, 2011 within the context of the framework established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our internal control over financial reporting as designed, documented and tested, we identified multiple material weaknesses primarily related to maintaining an adequate control environment.

~~Table~~The material weaknesses in our internal controls related to inadequate staffing within our accounting department and upper management, lack of ~~Contents~~controls regarding the assignment of authority and responsibility, lack of consistent policies and procedures, inadequate monitoring of controls and inadequate disclosure controls.

An internal control material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than aremote likelihood that a material misstatement of the financial statements would not be prevented or detected on a timely basis byemployees in the normal course of their work. Our management’s assessment is that the Company did not maintain effective internalcontrol over financial reporting as of December 31, 2010 within the context of the framework established by the Committee ofSponsoring Organizations of the Treadway Commission (COSO). Based on our internal control over financial reporting as designed,documented and tested, we identified multiple material weaknesses primarily related to maintaining an adequate control environment.25

~~The~~Management ~~material~~noted ~~weaknesses~~that inthere ~~our~~were ~~internal~~no ~~controls~~material weaknesses related to ~~inadequate staffing within our accounting department and uppermanagement, lack of controls regarding~~ the ~~assignment of authority and responsibility, lack of consistent~~ policies and procedures~~,inadequate~~ ~~monitoring of controls and inadequate disclosure controls.~~that:

~~Management~~· ~~noted~~Pertain to the maintenance of records that, ~~there~~in ~~were~~reasonable ~~also~~detail, ~~material~~accurately ~~weaknesses~~and ~~related~~fairly toreflect ~~the~~our ~~policies~~transactions and ~~procedures~~dispositions ~~that:~~of our assets;

· ~~Pertain~~ toProvide reasonable assurance that the ~~maintenance~~receipts and expenditures of ~~records~~the ~~that,~~company inare ~~reasonable~~being ~~detail,~~made ~~accurately~~only ~~and~~in ~~fairly~~accordance ~~reflect~~with ~~our~~authorizations ~~transactions~~of management and ~~dispositions~~directors of ~~ourassets~~the company; and

· Provide reasonable assurance ~~that~~regarding ~~the~~prevention ~~receipts~~or ~~and~~timely ~~expenditures~~detection of ~~the~~unauthorized ~~Company~~acquisition, ~~are~~use, ~~being~~or ~~made~~disposition ~~only~~of inthe ~~accordance~~company’s ~~withauthorizations~~assets ofthat ~~management~~could ~~and~~have ~~directors~~a ofmaterial effect on the ~~Company;~~financial ~~and~~statements.

· Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Changes in Internal Controls

There were no changes in our internal control over financial reporting that occurred during the last quarter of ~~2010~~2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Our report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.

Limitation of Internal Controls

It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

ITEM 9B. OTHER INFORMATION

There are no events required to be disclosed by the Item.

2926

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Director and Executive Officer

Set forth below is information regarding the Company’s current directors and executive officers. There are no family relationships between any of our directors or executive officers. The directors are elected annually by stockholders. The executive officers serve at the pleasure of the Board of Directors.

Name	Age	Title
Michael S. Borish	4749	Chairman, CEO, CFO, Sole Director
Michael Ciarlone	4244	Chief Operating Officer

The chief executive officer and sole director and officer of the Company will hold office until additional members or officers are duly elected and qualified. The background and principal occupations of the sole officer and director of the Company is as follows:

Michael S. Borish

From June 2008 to the date of this document Michael S. Borish has served as our Chairman and Chief Executive Officer.

From December, 2007 to June 2008 Michael S. Borish has served as Managing Member of FELC, our wholly owned operating subsidiary.

~~From2002~~From 2002 to the date of this document Michael S. Borish has served as President of Resort Marketing Professionals.

Michael Ciarlone

From 2008 through 2010, Michael was an employee of Brownies ~~Waste~~Wastewater ~~Water~~ Solutions, Inc.

Audit Committee Financial Expert

The Company does not have an audit committee or a compensation committee of its board of directors. In addition, the Company’s board of directors has determined that the Company does not have an audit committee financial expert serving on the board. When the Company develops its operations, it will create an audit and a compensation committee and will seek an audit committee financial expert for its board and audit committee.

Conflicts of Interest

Members of our management are associated with other firms involved in a range of business activities. Consequently, there are potential inherent conflicts of interest in their acting as officers and directors of our company. Although the officers and directors are engaged in other business activities, we anticipate they will devote an important amount of time to our affairs.

Our officers and directors are now and may in the future become shareholders, officers or directors of other companies, which may be formed for the purpose of engaging in business activities similar to ours. Accordingly, additional direct conflicts of interest may arise in the future with respect to such individuals acting on behalf of us or other entities. Moreover, additional conflicts of interest may arise with respect to opportunities which come to the attention of such individuals in the performance of their duties or otherwise. Currently, we do not have a right of first refusal pertaining to opportunities that come to their attention and may relate to our business operations.

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Our officers and directors are, so long as they are our officers or directors, subject to the restriction that all opportunities contemplated by our plan of operation which come to their attention, either in the performance of their duties or in any other manner, will be considered opportunities of, and be made available to us and the companies that they are affiliated with on an equal basis. A breach of this requirement will be a breach of the fiduciary duties of the officer or director. If we or the companies with which the officers and directors are affiliated both desire to take advantage of an opportunity, then said officers and directors would abstain from negotiating and voting upon the opportunity. However, all directors may still individually take advantage of opportunities if we should decline to do so. Except as set forth above, we have not adopted any other conflict of interest policy with respect to such transactions.

Compliance with Section 16(A) Of The Exchange Act 9.A. Directors And Executive Officers, Promoters, And Control Persons:

As of December 31, ~~2010~~2011, the Company is aware that all filings of Form 4 and 5 required of Section 16(a) of the Exchange Act of Directors, Officers or holders of 10% of the Company's shares have not been timely,

Our CEO and CFO have timely filed their forms 3, 4, 5

Harvey Blonder, who owns greater than 10% of the Company’s outstanding stock have not file any form 3, 4, 5 and has been delinquent on his filings since July 2010. Mr. Blonder is delinquent in filing 1 form 3 and 1 form 5 for year ended December 31, 2010 and 2011.

Gary Goldstein, who owns greater than 10% of the Company’s outstanding stock have not file any form 3, 4, 5 and has been delinquent on his filings since July 2010. Mr. Blonder is delinquent in filing 1 form 3 and 1 form 5 for year ended December 31, 2010 and 2011.

Scott Levine, who owns greater than 10% of the Company’s outstanding stock have not file any form 3, 4, 5 and has been delinquent on his filings since December 2011. Mr. Levine is delinquent in filing 1 form 3 and 1 form 5 for year ended December 31, 2011. Mr. Levine is in the process of applying for Edgar codes to file his respective form 3, 4, and 5 as required under 16A of the 1934 Securities Exchange Act.

Code of Ethics

We have adopted a code of ethics that applies to all of our executive officers, directors and employees. Code of ethics codifies the business and ethical principles that govern all aspects of our business. This document will be made available in print, free of charge, to any shareholder requesting a copy in writing from the Company. A form of the code of conduct and ethics was filed as Exhibit 14.1 to the Annual Report on Form 10-K for December 31, 2008.

ITEM 11. EXECUTIVE COMPENSATION

Executive Officers and Directors

The following tables set forth certain information concerning all compensation paid, earned or accrued for service by (i) our Principal Executive Officer and Principal Financial Officer and (ii) all other executive officers who earned in excess of $100,000 in the three fiscal years ended December 31, ~~2010~~2011, and each of the other two most highly compensated executive officers of the Company who served in such capacity at the end of the fiscal year whose total salary and bonus exceeded $100,000 (collectively, the “Named Executive Officer”):

2010 and 2009 SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	~~Year~~Salary ($)	Bonus ($)	Stock Awards ($) *	Option Awards ($) *	~~Salary~~Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation ($)	All Other Compensation ($)	Total ($)	~~Bonus ($)~~		Stock Awards ($) *		Option Awards ($) *		~~Non-Equity Incentive Plan Compensation ($)~~		~~Nonqualified Deferred Compensation ($)~~		~~All Other Compensation ($)~~		~~Total ($)~~
Michal Borish	2011 2010 2009	148,503- 185,000	~~2010~~- ~~2009~~-	67,315 36,497	- -	- -	~~148,503~~- ~~185,000~~-	- -	67,315 185,000 185,000		~~- -~~		~~36,497~~		~~- -~~		~~- -~~		~~- -~~		~~- -~~		~~185,000 185,000~~
Chairman of the Board Chief Executive Officer, Principal Accountant,							-				-				-		-		-		-		-
Chairman of the Board Chief Executive Officer, President, Director		-	-		-	-	-	-	-
Michael Ciarlone Chief Operation Officer			2010 2009				75,000 -						11,036										86,036 -
Michael Ciarlone Chief Financial Officer, Principal Accounting Officer	2011 2010 2009	127,518 75,000 -		60,600 11,036					188,118 86,036 -

312011 and 2010 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

~~Table~~The following table sets forth certain information concerning outstanding stock awards held by the Named Executive Officers as of ~~Contents~~December 31, 2011:

2010 and 2009 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

The following table sets forth certain information concerning outstanding stock awards held by the Named Executive Officers as of December 31, 2010:

	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

Michael Borish	- 0 -	- 0 -	- 0 -	- 0 -	- 0 -	- 0 -	- 0 -	- 0 -	- 0 -

Michael Ciarlone	- 0 -	- 0 -	- 0 -	- 0 -	- 0 -	- 0 -	- 0 -	- 0 -	- 0 -

~~2010~~2011 and ~~2009~~2010 OPTION EXERCISES AND STOCK VESTED TABLE

		Option Awards		Stock Awards
Name	Year	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
NONE

~~2010 and 2009 PENSION BENEFITS TABLE~~29

2011 and 2010 PENSION BENEFITS TABLE

Name	Year	Plan Name	Number of Year of Credited Service	Present Value of Accumulated Benefit ($)	Payments During Last Fiscal Years (s)
NONE

~~2010~~2011 and ~~2009~~2010 NONQUALIFIED DEFERRED COMPENSATION TABLE

Name	Year	Executive Contribution in Last Fiscal Year ($)	Registrant Contributions in Last Fiscal Year ($)	Aggregate Earnings in Last Fiscal Year ($)	Aggregate Withdrawals/ Distributions	Aggregate Balance of Last Fiscal Year-End ($)
NONE

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2010 and 2009 DIRECTOR COMPENSATION TABLE

Name	Fees Earned or Paid in Cash ($)	~~Fees~~Stock ~~Earned~~Awards ~~or Paid in Cash~~ ($) *	Option Awards ($) *	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	~~Stock~~All ~~Awards~~Other Compensation ($) *	Total ($)	Option Awards ($) *		~~Non-Equity Incentive Plan Compensation ($)~~		~~Nonqualified Deferred Compensation Earnings ($)~~		~~All Other Compensation ($)~~		~~Total ($)~~
Michael Borish	0-	0	0 -	0	0	0	0		~~0 -~~		0		0		0		0
Michael Ciarlone	-	-	-	-	-	-	0

* Based upon the aggregate grant date fair value calculated in accordance with the Accounting Codification Standard Topic 718 “Share-Based Payments. Our policy and assumptions made in valuation of share based payments are contained in the notes to our financial statements. The monies shown in the “option awards” column is the total calculated value for each individual.

~~2010~~2011 ALL OTHER COMPENSATION TABLE

Name	Year	Perquisites and Other Personal Benefits ($)	Tax Reimbursement ($)	Insurance Premiums ($)	Company Contributions to Retirement and 401(k) Plans ($)	Severance Payments / Accruals ($)	Change in Control Payments / Accruals ($)	Total ($)
NONE

~~2010~~2011 PERQUISITES TABLE

Name	Year	Personal Use of Company Car/Parking ($)	Financial Planning/ Legal Fees ($)	Club Dues ($)	Executive Relocation ($)	Total Perquisites and Other Personal Benefits ($)
NONE

~~2010~~2011 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

~~Name~~Before ~~Benefit~~Change ~~Before~~in Control After Change in Control Name Benefit Termination w/o Cause or for Good Reason ~~After Change in Control~~ Termination w/o Cause or for Good Reason Voluntary Termination Death Disability Change in Control NONE

Employment Contracts

On September 1, 2010, the Company entered into employment agreements with the CEO and COO of the company where as the CEO will receive $190,000 in annual salary and $185,000 for our COO in annual salary.

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Compensation of Directors

We currently have one director that has been ratified by the shareholders in accordance with Delaware law. We do not currently provide our directors with cash compensation.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table lists stock ownership of our Common Stock as of ~~March~~May 202, 2011 based on ~~114~~133,~~656~~568,~~092shares~~434 shares of common stock issued and outstanding on a fully diluted basis. The information includes beneficial ownership by (i) holders of more than 5% of our Common Stock, (ii) each of our directors and executive officers and (iii) all of our directors and executive officers as a group. Except as noted below, to our knowledge, each person named in the table has sole voting and investment power with respect to all shares of our Common Stock beneficially owned by them.

Name and Address of Owner	Title of Class	Number of Shares Owned (1)	Percentage of Class
Michael Borish(1) c/o Freedom 11372 United Way Orlando, FL 32819	Common Stock	15,~~000~~100,000	1211.3931%
Michael Ciarlone(1) c/o Freedom 11372 United Way Orlando, FL 32819	Common Stock	15,000,000	1211.3923%
Gary Goldstein(1) 1710 Lands End Road Manapan, FL 33462	Common Stock	15,000,000	1211.3923%
Harvey Blonder(1) 2824 Solomon’s Island Rd. Edgewater, MD 21037	Common Stock	15,000,000	1211.3923%
Scott Levine(1) c/o Freedom 11372 United Way Orlando, FL 32819	Common Stock	1115,~~250~~576,~~135~~388	911.3066%
All Officers and Directors As a Group (4 persons)	Common Stock	30,~~000~~100,000	2422.7854%

(1)Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.

Changes in Control

We are not aware of any arrangements that may result in a change in control of the Company.

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DESCRIPTION OF SECURITIES

General

The Company is authorized to issue 200,000,000 shares of common stock, $0.001 par value, of which ~~103~~133,~~444~~443,~~617~~434 common shares were issued and outstanding as of December 31, ~~2010~~2011.

Common Stock

The shares of our common stock presently outstanding, and any shares of our common stock issuable upon exercise of warrants outstanding will be fully paid and non-assessable. Each holder of common stock is entitled to one vote for each share owned on all matters voted upon by shareholders, and a majority vote is required for all actions to be taken by shareholders. In the event we liquidate, dissolve or wind-up our operations, the holders of the common stock are entitled to share equally and ratably in our assets, if any, remaining after the payment of all our debts and liabilities and the liquidation preference of any shares of preferred stock that may then be outstanding. The common stock has no preemptive rights, no cumulative voting rights, and no redemption, sinking fund, or conversion provisions. Holders of common stock are entitled to receive dividends, if and when declared by the Board of Directors, out of funds legally available for such purpose, subject to the dividend and liquidation rights of any preferred stock that may then be outstanding.

Preferred Stock

The authorized 75,000,000 shares of preferred stock, at $.001 par value and 35,~~177~~736,~~111~~333 are issued and outstanding as of December 31, ~~2010~~2011. The Corporation established and designates the rights and preferences of a Series A Convertible Preferred Stock, and reserves 5,000,000 shares of preferred stock against its issuance, such rights, preferences and designations. Each share of the Preferred Stock shall have 300 votes on all matters presented to be voted by the holders of common stock and is convertible to common stock on a one for one basis.

Voting Rights

Each holder of Common Stock is entitled to one vote for each share of Common Stock held on all matters submitted to a vote of stockholders.

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Dividends

Subject to preferences that may be applicable to any then-outstanding shares of Preferred Stock, if any, and any other restrictions, holders of Common Stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the Company’s board of directors out of legally available funds. The Company and its predecessors have not declared any dividends in the past. Further, the Company does not presently contemplate that there will be any future payment of any dividends on Common Stock.

Options and Warrants:

AsThe ofCompany ~~December~~has ~~31,~~warrants ~~2010~~but ~~there were~~ no options outstanding ~~and~~as ~~5,000,000~~of ~~warrants~~December ~~issued~~31, at2011. anAll ~~exercise~~warrants ~~price~~are offully ~~$0.10~~vested ~~per~~and ~~share~~have ~~with~~expirations, aamounts 3and ~~year~~exercise ~~life~~prices ~~that~~as ~~expire~~indicated ~~on December 13, 2013.~~below:

September 1, 2013	7,000,000	$0.01
December 13, 2013	5,000,000	$0.10
September 1, 2014	4,000,000	$0.05

Convertible Securities

At December 31, ~~2010~~2011, the Company had three remaining convertible notes totaling $~~114~~220,~~500~~000.

Amendment of our Bylaws

Our bylaws may be adopted, amended or repealed by the affirmative vote of a majority of our outstanding shares. ~~Subject to applicable law, our bylaws also may be adopted, amended or repealed by our board of directors.~~

Indemnification of Officers and Directors

Section 145 of the Delaware General Corporation Law, as amended, provides that we may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was our director, officer, employee or agent or is or was serving at our request as a director, officer, employee, agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 145 further provides that we similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in our favour, against expenses actually and reasonably incurred in connection with the defence or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or such other court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

The effect of these provisions would be to permit indemnification for liabilities arising under the Securities Act of 1933, as amended.

Section 102(b)(7) of the Delaware General Corporation Law gives a Delaware corporation the power to adopt a charter provision eliminating or limiting the personal liability of our directors to us or our stockholders for breach of fiduciary duty as directors, provided that such provision may not eliminate or limit the liability of directors for (i) any breach of the director’s duty of loyalty to us or our stockholders, (ii) any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) any payment of a dividend or approval of a stock purchase that is illegal under Section 174 of the Delaware General Corporation Law or (iv) any transaction from which the director derived an improper personal benefit.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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Transfer Agent

On August 31, 2006, the Company engaged Colonial Transfer Agent to serve in the capacity of transfer agent. Their mailing address and telephone number are as follows: Colonial Stock Transfer, 66 Exchange Place, Salt Lake City, UT 84111 - (801) 355-5740.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

On September 1, 2010, the Company entered into employment agreements with the CEO and COO of the Company where as the CEO will receive a $190,000 annual salary and our COO will receive a $~~150~~185,000 annual salary.

The Company entered into a note agreement with Resort Marketing, an affiliate, on June 28, 2010 with an interest rate of 18% and the note is due upon demand. This note was assumed as part of the business combination with Brownies. The Company entered into a note agreement with Resort Marketing, an affiliate, on December 13, 2010 with an interest rate of 18%. The note is due upon demand. On June 18, 2011 both notes were refinanced into a demand note with 10% per annum interest rate.

~~The~~In ~~Company~~the ~~entered~~year ~~into~~ended aDecember ~~note~~31, ~~agreement~~2010 ~~with~~the ~~Resort~~company ~~Marketing~~issued 17,435,910 anshares ~~affiliate,~~of oncommon ~~December~~stock 13in the conversion of debt and reduced debt and accrued interest by $508,509. ~~2010~~In accordance with anthe ~~interest~~Brownies ~~rate~~Asset ofPurchase ~~18%.~~Agreement ~~The~~the ~~note~~CEO iscancelled ~~due~~1,333,333 ~~upon~~in ~~demand~~common stock.

In the year ended December 31, 2010 the company issued 17,435,910 common stock in the conversion of debt and reduced debt and accrued interest by $508,509. In accordance with the Brownies Asset Purchase Agreement the CEO cancelled 1,333,333 in common stock.

Our CEO and companies under his control forgave the following debt and other liabilities during 2010:

Notes Payable Shareholder	$405,819
Notes Payable Resort Marketing	84,300
Accrued Interest	181,266
Accounts Payable	89,421
Visa RBC Centura 1702	5,934
RBC Centura 1694	7,079
Accrued Interest	362.
Accrued Compensation-CEO	368,183
Accrued Payroll – CEO	99,717
Advances by Shareholders	5,075
Total Debt Forgiven	$1,247,155

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees. The aggregate fees billed by ~~GBH~~Tarvaran ~~CPAs~~Askelson & Company, PCLLP for the audit of the Company’s annual financial statements for fiscal year ended December, 31, ~~2010was~~2011 was approximately $~~110~~55,000. The aggregate fees billed by ~~Tarvaran~~GBH ~~Askelson& Company~~CPAs, ~~LLP~~PC for professional services rendered for the audit of the Company’s annual financial statements for fiscal year ended December, 31, ~~2009~~2010 was approximately $1580,000.

Audit-Related Fees. The aggregate fees billed by ~~GBH~~Tarvaran ~~CPAs~~Askelson & Company, PCLLP for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements for the fiscal year ended December 31, ~~2010~~2011, and that are not disclosed in the paragraph captioned “Audit Fees” above, were $0.The aggregate fees billed by ~~Tarvaran~~GBH ~~Askelson& Company~~CPAs, ~~LLP~~PC for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements for the fiscal year ended December 31, ~~2009~~2011, and that are not disclosed in the paragraph captioned “Audit Fees” above, were $420,~~552~~000.

Tax Fees. The aggregate fees billed ~~byGBH~~by ~~CPAs, PC and~~ Tarvaran Askelson & Company, LLP for professional services rendered for tax compliance, tax advice and tax planning for the fiscal years ended December 31, ~~2010~~2011, and ~~2009~~2010 were $0, and $0, respectively.

All Other Fees. The aggregate fees billed by ~~GBH CPAs, PC and~~ Tarvaran Askelson& Company, LLP and GBH CPAs, PC for products and services, other than the services described in the paragraphs “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above for the fiscal years ended December 31, ~~2010~~2011, and ~~2009~~2010 approximated $0 and $0, respectively.

The Board of Directors has received and reviewed the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and has discussed with its auditors its independence from the Company. The Board of Directors has considered whether the provision of services other than audit services is compatible with maintaining auditor independence.

Based on the review and discussions referred to above, the Board of Directors approved the inclusion of the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for its ~~2010~~2011 fiscal year for filing with the SEC.

The Board of Directors pre-approved all fees described above.

PART IV

ITEM 15. EXHIBITS AND REPORTS.

Exhibits


3.1		Articles of Incorporation (1)
3.2		Amendments to Articles of Incorporation (1)
3.1		Bylaws of the Corporation (1)
10.1		Employment Agreement Michael Borish (1)
21 31.1		Subsidiaries (3) Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. (3)
31.2		Certification of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. (3)
32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act. (3)
32.2		Certification of Chief Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act. (3)

__________________________________________________

(1). Incorporated by reference to the same exhibit filed with Amendment No. 3 to the Company’s Registration Statement on Form SB2 (Commission File No. 333-137170).

(2) Incorporated by reference to the same exhibit filed with the December 31, 2008 10-K/A

(3) Filed herein.

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ITEM 15: SIGNATURES

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

Registrant Date: June 7, 2011		Freedom Environmental Services, Inc. By: /s/ Michael Borish
Registrant Date: May 15, 2012		Freedom Environmental Services, Inc. By: /s/ Michael Borish
		Michael Borish
		Chief Executive Officer (Principal Executive Officer), President
		Chief Executive Officer (Principal Executive Officer), President, Secretary

Date: June 7, 2011		By: /s/ Michael Borish
Date: May 15, 2012		By: /s/ Michael Ciarlone
		Michael Borish
		Michael Ciarlone
		Chief Financial Officer (Principal Accounting Officer),

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

Date: June 7, 2011		By: /s/ Michael Borish
Date: May 15, 2012		By: /s/ Michael Borish
		Michael Borish
		Chairman
		Director

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Filing Compare · Freedom Environmental Services, Inc.