Frelii, Inc. (FRLI)

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GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern.

The Company is in its development stage and has not yet generated revenues from operations. It has experienced losses from operations as a result of its investment necessary to achieve its operating plan, which is long-range in nature. For the six months ended November 30, 2007, the Company incurred a net loss of $235,358, and has incurred a cumulative net loss since inception of $1,574,033. At November 30, 2007, the Company had a working capital (deficit) of $(592,933) and stockholders' (deficit) of $(592,933). These conditions raise substantial doubt about the ability of the Company to continue as a going concern.

Management does not believe that the Company's current capital resources will be sufficient to fund its operating activity and other capital resource demands during fiscal year 2008. The Company's ability to continue as a going concern is contingent upon its ability to obtain capital through the sale of equity or issuance of debt, joint venture or sale of its assets, and ultimately attaining profitable operations.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.