**U.S.
        SECURITIES AND EXCHANGE COMMISSION**
 Washington,
        D.C. 20549
 
 **Form
        10-KSB**
 
 (Mark
        One)
 
 **x
        ANNUAL REPORT UNDER
        SECTION 13 OR 15(d)**
 **OF
        THE SECURITIES EXCHANGE ACT OF 1934**
 
 For
        the
        fiscal year ended December 31, 2007
 
 **o
        TRANSITION REPORT UNDER
        SECTION 13 OR 15(d)**
 **OF
        THE SECURITIES EXCHANGE ACT OF 1934**
 
 For
        the
        transition period from ______________ to ______________
  *Commission
        File Number* 0-51336
  
  **Frezer,
        Inc.**
 (Exact
        name of registrant as specified in its charter)
 
 Nevada
              02-2777600(State
                  or other jurisdiction of
              (I.R.S.
                  Employerincorporation
                  or organization)
              Identification
                  No.)
  190
                  Lakeview WayVero
                  Beach, FL
              32963(Address
                  of principal executive offices)
              (zip
                  code)
 
 Registrant’s
        telephone number, including area code:
 (772)
        231-7544
 
 Former
        name, address and former fiscal year, if changed since last report:
 936A
        Beachland Blvd., Suite 13
 Vero
        Beach, FL 32963
  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)
  1
  Check
          whether the issuer is not required to file reports pursuant to Section
          13 or
          15(d) of the Exchange Act. o
 
 Check
          whether the registrant (1) has filed all reports required to be filed by
          Section
          13 or 15(d) of the Exchange Act 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
x No o.
 
 Check
          if
          there is no disclosure of delinquent filers in response to Item 405 of
          Regulation S-B (§229.405 of this chapter) contained herein, and no disclosure
          will 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-KSB. o
 
 Check
          whether the issuer is a shell company (as defined in Rule 12b-2 of the
          Exchange
          Act). Yes x No o .
  The
          Company’s revenues for fiscal year end December 31, 2007 were $0.
 
 As
          of
          March 26, 2008, there were approximately 4,141,703 shares of common stock
          outstanding.
 
 **DOCUMENTS
          INCORPORATED BY REFERENCE:**
 
 **None**
  **FORWARD-LOOKING
          STATEMENTS**
 
 Certain
        statements made in this Annual Report on Form 10-KSB are “forward-looking
        statements” (within the meaning of the Private Securities Litigation Reform Act
        of 1995) regarding the plans and objectives of management for future operations.
        Such statements involve known and unknown risks, uncertainties and other
        factors
        that may cause actual results, performance or achievements of Frezer, Inc.
        (the
“Company”) to be materially different from any future results, performance or
        achievements expressed or implied by such forward-looking statements. The
        forward-looking statements included herein are based on current expectations
        that involve numerous risks and uncertainties. The Company's plans and
        objectives are based, in part, on assumptions involving the continued expansion
        of business. Assumptions relating to the foregoing involve judgments with
        respect to, among other things, future economic, competitive and market
        conditions and future business decisions, all of which are difficult or
        impossible to predict accurately and many of which are beyond the control
        of the
        Company. Although the Company believes its assumptions underlying the
        forward-looking statements are reasonable, any of the assumptions could prove
        inaccurate and, therefore, there can be no assurance the forward-looking
        statements included in this Annual Report will prove to be accurate. In light
        of
        the significant uncertainties inherent in the forward-looking statements
        included herein, the inclusion of such information should not be regarded
        as a
        representation by the Company or any other person that the objectives and
        plans
        of the Company will be achieved.
  Transitional
        Small Business Disclosure Format (check one): Yes o No x
  2
  **PART
        I**
 
 **Item
        1. Description of Business.**
 
 **Introduction
        and History**
 
 Frezer,
        Inc. (“we”, “us”, “our”, or the “Company”) was incorporated in the State of
        Nevada on May 2, 2005 and maintains its principal executive offices at 190
        Lakeview Way, Vero Beach, FL 32963. The Company was previously a wholly owned
        subsidiary of BMXP Holdings, Inc., then known as Bio-Matrix Scientific Group,
        Inc. (“BMXG”), a Delaware corporation engaged primarily in the development of
        medical devices. The board of directors of BMXG voted to distribute all shares
        of the Company’s common stock, par
        value
        $0.001 per share (the “Common Stock”), held
        by
        BMXG to holders of BMXG common stock of record as of May 31, 2005. On June
        15,
        2005, these stockholders received one share of the Company’s Common Stock for
        each share of BMXG common stock.
 
 On
        June
        1, 2005, the Company filed a registration statement on Form 10-SB with the
        Securities and Exchange Commission (the “SEC”). Upon effectiveness of such
        registration statement, the Company has been subject to the reporting
        requirements under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”).
  From
        inception to July 11, 2006 the Company’s objective was to operate in the field
        of stem cell banking and regenerative medicine. However, on July 11, 2006,
        the
        Company’s board of directors (the “Board of Directors”) unanimously approved
        resolutions to abandon all plans to develop a stem cell banking facility
        and
        market that facility's services.
  Commencing
        on July 11, 2006, the Company shifted its focus to (i) the development and
        marketing of intellectual property relating to the Cryo-Chip, which can be used
        to provide an extensive line of stem cells for research and development,
        and
        (ii) the development and marketing of intellectual property relating to
        Cryogenic Storage tank modifications for increased storage capacity.
 
 **Change
        in Control**
 
 On
        February 1, 2007, the Company and KI Equity Partners IV, LLC (“KI Equity”), a
        Delaware limited liability company, entered into a securities purchase agreement
        (the “Purchase Agreement”) pursuant to which the Company sold 63,900,000 shares
        of Common Stock for an aggregate purchase price of $639,000 to KI Equity. The
        Company sold these shares of Common Stock under the exemption from registration
        provided by Section 4(2) of Securities Act of 1933, as amended (the “Securities
        Act”) and/or Rule 506 of Regulation D promulgated thereunder. The
        closing of the transactions under the Purchase Agreement occurred on February
        22, 2007. A copy
        of the Purchase Agreement is attached hereto as Exhibit 2.1. Additionally,
        KI
        Equity purchased an aggregate of 6,100,000 shares of Common Stock from Brian
        F.
        Pockett, the former Chief Operating Officer of the Company (“Pockett”), Geoffrey
        O’Neill, the former President of the Company (“O’Neill”) and Bombardier Pacific
        Ventures, Inc., a Nevada corporation controlled by David R. Koos, the former
        Chairman and Chief Executive Officer of Frezer  (“Bombardier”)
        (collectively, the “Former Principals”) for an aggregate purchase price equal to
        $61,000. As a result of KI Equity’s purchase of the aggregate of 70,000,000
        shares of Common Stock, the Company experienced a change in control (the
“Change
        in Control”).
 
 In
        connection with the Change in Control, the Company granted certain demand
        and
        piggyback registration rights to KI Equity with respect to its shares of
        Common
        Stock. At the closing of the Change in Control (the “Closing”), the Company and
        KI Equity entered into a registration rights agreement (the “Registration Rights
        Agreement”) granting the foregoing registration rights. A copy of the
        Registration Rights Agreement is attached hereto as Exhibit 4.1.
 
 Immediately
        prior to the Closing, the Former Principals entered into a certain indemnity
        agreement with the Company (the “Indemnity Agreement”). Under the Indemnity
        Agreement, the Former Principals agreed to indemnify and hold the Company
        harmless from all liabilities and obligations related to the period prior
        to
        Closing (“Damages”). Except for indemnity claims related to taxes, the Company
        was not entitled to indemnification for any Damages in excess of $499,700,
        and
        no demand or claim for indemnification may be made after second anniversary
        of
        the Closing. As consideration for providing the indemnification, the Company
        agreed to pay the Principals an aggregate sum of $376,750, of which $25,000
        was
        held in escrow for ninety days following the Closing to satisfy any
        indemnification claims pursuant to the Indemnity Agreement. A copy of the
        Indemnity Agreement is attached hereto as Exhibit 2.2.
  3
 
 In
        connection with the Purchase Agreement, and as a condition to the Closing,
        the
        Principals agreed to terminate any and all agreements and contracts with
        the
        Company and irrevocably release the Company from any and all debts, liabilities
        and obligations, pursuant to the terms and conditions of a certain release
        agreement (the “Release Agreement”) which was executed at the Closing. A copy of
        the Release Agreement is attached hereto as Exhibit 2.3.
 
 Effective
        as of the Closing, in accordance with the terms of the Purchase Agreement,
        the
        existing officers and directors of the Company resigned, and Kevin R. Keating
        was appointed as the President,
        Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer and
        sole
        director of the
        Company. The principal executive office of the Company was moved to 936A
        Beachland Boulevard, Suite 13, Vero Beach, FL 32963, and has since been moved
        to
        the Company’s current location at 190
        Lakeview Way, Vero Beach, FL 32963 .
 
 **Current
        Business**
 
 Following
        the Change in Control, Kevin R. Keating commenced an investigation to determine
        whether to continue or to cease the then-present operations of the Company.
        Mr.
        Keating determined it to be in the best interests of the Company to permanently
        suspend its operations.
 
 The
        Company, based on proposed business activities, is currently a “blank check”
company. The SEC defines those companies as "any development stage company
        that
        is issuing a penny stock, within the meaning of Section 3(a)(51) of the Exchange
        Act, and that has no specific business plan or purpose, or has indicated
        that
        its business plan is to merge with an unidentified company or companies."
        Many
        states have enacted statutes, rules and regulations limiting the sale of
        securities of "blank check" companies in their respective jurisdictions.
        The
        Company is also a “shell company,” defined in Rule 12b-2 under the Exchange Act
        as a company with no or nominal assets (other than cash) and no or nominal
        operations. Management does not intend to undertake any efforts to cause
        a
        market to develop in our securities, either debt or equity, until we have
        successfully concluded a business combination. The Company intends to comply
        with the periodic reporting requirements of the Exchange Act for so long
        as we
        are subject to those requirements.
 
 The
        Company’s current business strategy is to investigate and, if such investigation
        warrants, acquire a target company or business seeking the perceived advantages
        of being a publicly held corporation. The Company’s principal business objective
        for the next 12 months and beyond such time will be to achieve long-term
        growth
        potential through a combination with a business rather than immediate,
        short-term earnings. The Company will not restrict our potential candidate
        target companies to any specific business, industry or geographical location
        and, thus, may acquire any type of business.
  **Proposed
        Merger**
 
 On
        November 7, 2007, the Company entered into a letter of intent (the “Letter of
        Intent”) with Breakthrough Venture Corp. (“Breakthrough”), pursuant to which the
        Company intends to combine with Breakthrough either through a merger between
        Breakthrough and a wholly owned subsidiary of the Company, or an exchange
        of
        shares of stock of Breakthrough for shares of Common Stock (the “Merger”). A
        detailed description of the Letter of Intent and the Merger is contained
        in our
        Current Report on Form 8-K filed with the SEC on November 13, 2007. A copy
        of
        the Letter of Intent is attached hereto as Exhibit 10.1. The Company has
        begun
        preparation of certain agreements necessary to effectuate the Merger, however,
        as of the date hereof, the Company has not entered into any definitive
        agreements. There can be no assurances that the Merger or any similar
        transaction contemplated under the terms of the Letter of Intent will ever
        be
        consummated.
 
 4
  **Competition**
 
 In
        the
        event the Merger is not consummated, the Company will continue to seek a
        potential business combination with a private company seeking the perceived
        advantages of being a publicly held corporation. The Company will face vast
        competition from other shell companies with the same objectives. The Company
        will be in a highly competitive market for a small number of business
        opportunities which could reduce the likelihood of consummating a successful
        business combination. A large number of established and well-financed entities,
        including small public companies and venture capital firms, are active in
        mergers and acquisitions of companies that may be desirable target candidates
        for us. Nearly all these entities have significantly greater financial
        resources, technical expertise and managerial capabilities than we do;
        consequently, we will be at a competitive disadvantage in identifying possible
        business opportunities and successfully completing a business combination.
        These
        competitive factors may reduce the likelihood of our identifying and
        consummating a successful business combination.
 
 **Employees**
 
 The
        Company currently has no employees other than its sole officer.
 
 **Risk
        Factors**
 **You
        should carefully review and consider the following risks as well as all other
        information contained in this Annual Report on Form 10-KSB, including our
        financial statements and the notes to those statements. The following risks
        and
        uncertainties are not the only ones facing us. Additional risks and
        uncertainties of which we are currently unaware or which we believe are not
        material also could materially adversely affect our business, financial
        condition, results of operations, or cash flows. To the extent any of the
        information contained in this annual report constitutes forward-looking
        information, the risk factors set forth below are cautionary statements
        identifying important factors that could cause our actual results
        for various financial reporting periods to differ materially from those
        expressed in any forward-looking statements made by or on our behalf and
        could
        materially adversely effect our financial condition, results of operations
        or
        cash flows.**
 
 ***There
        may be conflicts of interest between our management and our non-management
        stockholders.***
 
 Conflicts
        of interest create the risk that management may have an incentive to act
        adversely to the interests of other investors. A conflict of interest may
        arise
        between our management's personal pecuniary interest and its fiduciary duty
        to
        our stockholders. In addition, our management is currently involved with
        other
        blank check companies, and in the pursuit of business combinations, conflicts
        with such other blank check companies with which it is, and may in the future
        become, affiliated, may arise. If we and the other blank check companies
        that
        our management is affiliated with desire to take advantage of the same
        opportunity, then those members of management that are affiliated with both
        companies would abstain from voting upon the opportunity. In the event of
        identical officers and directors, the officers and directors will arbitrarily
        determine the company that will be entitled to proceed with the proposed
        transaction.
 
 Additionally,
        at least one of the finders of business combinations for the Company is Keating
        Investments, LLC, a Delaware limited liability company and an SEC Registered
        Investment Advisor. Timothy J. Keating, who beneficially owns 84.5% of our
        issued and outstanding Common Stock and is also the son of Kevin R. Keating,
        our
        President, is the Managing Member of, and holds approximately a 60% interest
        in,
        Keating Investments, LLC.
 
 ***We
        have a limited operating history.***
 
 We
        have a
        limited operating history and no revenues or earnings from operations since
        inception, and there is a risk that we will be unable to continue as a going
        concern and consummate a business combination. We have no significant assets
        or
        financial resources. We will, in all likelihood, sustain operating expenses
        without corresponding revenues, at least until the consummation of the Merger
        or
        some other business combination with a private company. This may result in
        our
        incurring a net operating loss that will increase unless we consummate the
        Merger or a business combination with a profitable business. We cannot assure
        you that we will consummate the Merger or, in the event we do not, that we
        can
        identify a suitable business opportunity and consummate a business combination,
        or that any such business will be profitable at the time of its acquisition
        by
        us or ever.
  5
  ***We
        have incurred and may continue to incur losses.***
 
 Since
        May
        2, 2005 (inception) through December 31, 2007, we have incurred a net loss
        of
        $1,633,296.  We
        expect
        that we will incur losses at least until we complete the Merger or some other
        business combination with an operating business and perhaps after such a
        combination as well. There can be no assurance that we will complete the
        Merger
        or other business combination with an operating business or that we will
        ever be
        profitable.
 
 ***The
        Company has an existing Letter of Intent to effect the Merger; however, there
        can be no assurance that such Merger is consummated.***
 
 On
        November 7, 2007,  we
        entered into the Letter of Intent with Breakthrough. While we are seeking
        to
        consummate the Merger in the second fiscal quarter of 2008, we can provide
        no
        assurance that the Merger will close at that time or at any time thereafter.
 
 ***In
        the event the Merger is not consummated, the Company will resume its efforts
        in
        locating a private company with which it may merge.***
 
 If
        we do
        not consummate the Merger, we can provide no assurances that we will
        successfully identify and evaluate suitable business opportunities or that
        we
        will conclude a business combination. We cannot guarantee that we will be
        able
        to negotiate a business combination on favorable terms.
 
 ***There
        is competition for those private companies suitable for a merger transaction
        of
        the type contemplated by management.***
 
 The
        Company is in a highly competitive market for a small number of business
        opportunities which could reduce the likelihood of consummating a successful
        business combination. We are and will continue to be an insignificant
        participant in the business of seeking mergers with, joint ventures with
        and
        acquisitions of small private and public entities. A large number of established
        and well-financed entities, including small public companies and venture
        capital
        firms, are active in mergers and acquisitions of companies that may be desirable
        target candidates for us. Nearly all these entities have significantly greater
        financial resources, technical expertise and managerial capabilities than
        we do;
        consequently, we will be at a competitive disadvantage in identifying possible
        business opportunities and successfully completing a business combination.
        These
        competitive factors may reduce the likelihood of our identifying and
        consummating a successful business combination.
 
 ***Future
        success is highly dependent on the ability of management to locate and attract
        a
        suitable acquisition.***
 
 The
        nature of our operations is highly speculative, and there is a consequent
        risk
        of loss of your investment. The success of our plan of operation will depend
        to
        a great extent on the operations, financial condition and management of the
        identified business opportunity. While management intends to seek business
        combination(s) with entities having established operating histories, we cannot
        assure you that we will be successful in locating candidates meeting that
        criterion. In the event we complete the Merger of some other business
        combination, the success of our operations may be dependent upon management
        of
        the successor firm or venture partner firm and numerous other factors beyond
        our
        control.
 
 ***Management
        intends to devote only a limited amount of time to seeking a target company
        which may adversely impact our ability to identify a suitable acquisition
        candidate.***
  While
        seeking a business combination, management anticipates devoting very limited
        time to the Company's affairs. Our sole officer has not entered into a written
        employment agreement with us and is not expected to do so in the foreseeable
        future. This limited commitment may adversely impact our ability to identify
        and
        consummate a successful business combination.
  6
  ***The
        time and cost of preparing a private company to become a public reporting
        company may preclude us from entering into a merger or acquisition with the
        most
        attractive private companies.***
 
 Target
        companies that fail to comply with the SEC reporting requirements may delay
        or
        preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
        reporting companies to provide certain information about significant
        acquisitions, including certified financial statements for the company acquired,
        covering one, two, or three years, depending on the relative size of the
        acquisition. The time and additional costs that may be incurred by some target
        entities to prepare these statements may significantly delay or essentially
        preclude consummation of an acquisition. Otherwise suitable acquisition
        prospects that do not have or are unable to obtain the required audited
        statements may be inappropriate for acquisition so long as the reporting
        requirements of the Exchange Act are applicable.
 
 ***The
        Company may be subject to further government regulation which would adversely
        affect our operations.***
 
 Although
        we are subject to the reporting requirements under the Exchange Act, management
        believes we are not subject to regulation under the Investment Company Act
        of
        1940, as amended (the “Investment Company Act”), since we are not engaged in the
        business of investing or trading in securities. If we engage in business
        combinations which result in our holding passive investment interests in
        a
        number of entities, we could be subject to regulation under the Investment
        Company Act. If so, we would be required to register as an investment company
        and could be expected to incur significant registration and compliance costs.
        We
        have obtained no formal determination from the SEC as to our status under
        the
        Investment Company Act and, consequently, violation of the Investment Company
        Act could subject us to material adverse consequences.
 
 ***Any
        potential acquisition or merger with a foreign company may subject us to
        additional risks.***
 
 If
        we
        enter into a business combination with a foreign company, we will be subject
        to
        risks inherent in business operations outside of the United States. These
        risks
        include, for example, currency fluctuations, regulatory problems, punitive
        tariffs, unstable local tax policies, trade embargoes, risks related to shipment
        of raw materials and finished goods across national borders and cultural
        and
        language differences. Foreign economies may differ favorably or unfavorably
        from
        the United States economy in growth of gross national product, rate of
        inflation, market development, rate of savings, and capital investment, resource
        self-sufficiency and balance of payments positions, and in other
        respects.
 
 ***The
        Company may be subject to certain tax consequences in our business, which
        may
        increase our cost of doing business.***
 
 We
        may
        not be able to structure the Merger or our acquisition to result in tax-free
        treatment for the companies or their stockholders, which could deter third
        parties from entering into certain business combinations with us or result
        in
        being taxed on consideration received in a transaction. Currently, a transaction
        may be structured so as to result in tax-free treatment to both companies,
        as
        prescribed by various federal and state tax provisions. We intend to structure
        any business combination so as to minimize the federal and state tax
        consequences to both us and the target entity; however, we cannot guarantee
        that
        the business combination will meet the statutory requirements of a tax-free
        reorganization or that the parties will obtain the intended tax-free treatment
        upon a transfer of stock or assets. A non-qualifying reorganization could
        result
        in the imposition of both federal and state taxes that may have an adverse
        effect on both parties to the transaction.
 
 ***Our
        business will have no revenue unless and until we merge with or acquire an
        operating business.***
 
 We
        are a
        development stage company and have had no revenue from operations. We do
        not
        expect to realize any revenue unless and until we successfully merge with
        or
        acquire an operating business.
 
 7
  ***Our
        stockholders may have a minority interest in the Company following the Merger
        or
        other business combination with an operating business.***
 
 If
        we
        consummate the Merger or business combination with a company with a value
        in
        excess of the value of our Company and issue shares of Common
        Stock to
        the
        stockholders of such company as consideration for merging with us, our
        stockholders would own less than 50% of the Company after the business
        combination. The stockholders of the acquired company would therefore be
        able to
        control the election of our Board of Directors and control our Company.
 
 ***There
        is no active trading market in our securities***
  Although
        our Common Stock is quoted on the OTCBB, there is no active trading in the
        stock. A trading market may not develop and stockholders may not be able
        to
        liquidate their investment without considerable delay. If a market should
        develop, the price of our stock may be highly volatile.
 
 ***Liquidity
        of certain shares of our Common Stock issued is
        limited.***
 
 Certain
        shares of our Common
        Stock that were issued
        after we became a “shell company” (as defined in Rule 12b-2 under the Exchange
        Act) (the “Shell Company Common Stock”) are not registered under the securities
        laws of any state or other jurisdiction, and cannot be offered, sold, pledged
        or
        otherwise transferred unless subsequently registered pursuant to, or exempt
        from
        registration under, the Securities Act and any other applicable federal or
        state
        securities laws or regulations. S hares
        of
        the Shell Company Common Stock cannot be sold under the exemptions from
        registration provided by Rule 144 under (“Rule 144”) or Section 4(1) of the
        Securities Act, in accordance with the letter from Richard K. Wulff, Chief
        of
        the Office of Small Business Policy of the Securities and Exchange Commission’s
        Division of Corporation Finance, to Ken Worm of NASD Regulation, dated January
        21, 2000 (the “Wulff Letter”). The Wulff Letter provides that certain private
        transfers of the shares of common stock also may be prohibited without
        registration under federal securities laws. The SEC changed certain aspects
        of
        the Wulff Letter and such changes apply retroactively to our stockholders.
        Since
        February 15, 2008, all holders of shares of common stock of a “shell company”
have been permitted to sell their shares of common stock under Rule 144,
        subject
        to certain restrictions, starting one year after (i) the completion of a
        business combination with a private company in a reverse merger or reverse
        takeover transaction after which the company would cease to be a “shell company”
(as defined in Rule 12b-2 under the Exchange Act) and (ii) the disclosure
        of
        certain information on a Current Report on Form 8-K within four business
        days
        thereafter.
 
 Compliance
        with the criteria for securing exemptions under federal securities laws and
        the
        securities laws of the various states is extremely complex, especially in
        respect of those exemptions affording flexibility and the elimination of
        trading
        restrictions in respect of securities received in exempt transactions and
        subsequently disposed of without registration under the Securities Act or
        state
        securities laws.
 
 ***There
        are issues impacting liquidity of the Shell Company Common Stock with respect
        to
        the SEC’s review of a future resale registration
        statement.***
 
 The
        Shell
        Company Common Stock cannot currently, nor will it for a considerable period
        of
        time after we complete a business combination, be available to be offered,
        sold,
        pledged or otherwise transferred without being registered pursuant to the
        Securities Act. Therefore, we will likely file a resale registration statement
        on Form S-1, or some other available form, to register for resale such Shell
        Company Common Stock. We cannot control this future registration process
        in all
        respects as some matters are outside our control. Even if we are successful
        in
        causing the effectiveness of the resale registration statement, there can
        be no
        assurances that the occurrence of subsequent events may not preclude our
        ability
        to maintain the effectiveness of the registration statement. Any of the
        foregoing items could have adverse effects on the liquidity of the Shell
        Company
        Common Stock.
 
 In
        addition, the SEC has recently disclosed that it has developed internal informal
        guidelines concerning the use of a resale registration statement to register
        the
        securities issued to certain investors in private investment in public equity
        (PIPE) transactions, where the issuer has a market capitalization of less
        than
        $75 million and, in general, does not qualify to file a Registration Statement
        on Form S-3 to register its securities if the issuer’s securities are listed on
        the Over-the-Counter Bulletin Board or on the Pink Sheets. The SEC has taken
        the
        position that these smaller issuers may not be able to rely on Rule 415 under
        the Securities Act (“Rule 415”), which generally permits the offer and sale of
        securities on a continued or delayed basis over a period of time, but instead
        would require that the issuer offer and sell such securities in a direct
        or
        "primary" public offering, at a fixed price, if the facts and circumstances
        are
        such that the SEC believes the investors seeking to have their shares registered
        are underwriters and/or affiliates of the issuer. It appears that the SEC
        in
        most cases will permit a registration for resale of up to one third of the
        total
        number of shares of common stock then currently owned by persons who are
        not
        affiliates of such issuer and, in some cases, a larger percentage depending
        on
        the facts and circumstances. Staff members also have indicated that an issuer
        in
        most cases will have to wait until the later of six months after effectiveness
        of the first registration or such time as substantially all securities
        registered in the first registration are sold before filing a subsequent
        registration on behalf of the same investors. Since, following a reverse
        merger
        or business combination, we may have little or no tradable shares of Shell
        Company Common Stock, it is unclear as to how many, if any, shares of Shell
        Company Common Stock the SEC will permit us to register for resale, but SEC
        staff members have indicated a willingness to consider a higher percentage
        in
        connection with registrations following reverse mergers with shell companies
        such as the Company. The SEC may require as a condition to the declaration
        of
        effectiveness of a resale registration statement that we reduce or “cut back”
the number of shares of Shell Company Common Stock to be registered in such
        registration statement. The result of the foregoing is that a stockholder’s
        liquidity in Shell Company Common Stock may be adversely affected in the
        event
        the SEC requires a cut back of the securities as a condition to allow the
        Company to rely on Rule 415 with respect to a resale registration statement,
        or,
        if the SEC requires us to file a primary registration statement.
  8
 
 ***The
        Company may be subject to certain tax consequences in our business, which
        may
        increase our cost of doing business.***
 
 We
        may
        not be able to structure our acquisition to result in tax-free treatment
        for the
        companies or their stockholders, which could deter third parties from entering
        into certain business combinations with us or result in being taxed on
        consideration received in a transaction. Currently, a transaction may be
        structured so as to result in tax-free treatment to both companies, as
        prescribed by various federal and state tax provisions. We intend to structure
        any business combination so as to minimize the federal and state tax
        consequences to both us and the target entity; however, we cannot guarantee
        that
        the business combination will meet the statutory requirements of a tax-free
        reorganization or that the parties will obtain the intended tax-free treatment
        upon a transfer of stock or assets. A non-qualifying reorganization could
        result
        in the imposition of both federal and state taxes that may have an adverse
        effect on both parties to the transaction.
 
 ***The
        Company intends to issue more shares in a merger or acquisition, which will
        result in substantial dilution.***
 
 We
        are
        authorized to issue a maximum of 200,000,000 shares of Common Stock and a
        maximum of 10,000,000 shares of preferred stock, par value $.001 per share
        (the
“Preferred Stock”). Any merger or acquisition effected by us may result in the
        issuance of additional securities without stockholder approval and may result
        in
        substantial dilution in the percentage of Common Stock held by our then existing
        stockholders. Moreover, the Common Stock issued in any such merger or
        acquisition transaction may be valued on an arbitrary or non-arm’s-length basis
        by our management, resulting in an additional reduction in the percentage
        of
        Common Stock held by our then existing stockholders. Our Board
        of
        Directors has the power to issue any or all of such authorized but unissued
        shares without stockholder approval. To the extent that additional shares
        of Common
        Stock are
        issued in connection with a business combination or otherwise, dilution to
        the
        interests of our stockholders will occur and the rights of the holders of Common
        Stock might
        be
        materially and adversely affected.
 
 ***Because
        we may seek to complete a business combination through a “reverse merger”,
        following such a transaction we may not be able to attract the attention
        of
        major brokerage firms.***
  Additional
        risks may exist since we will assist a privately held business to become
        public
        through a “reverse merger.” Securities analysts of major brokerage firms may not
        provide coverage of our Company since there is no incentive to brokerage
        firms
        to recommend the purchase of our Common
        Stock .
        No
        assurance can be given that brokerage firms will want to conduct any secondary
        offerings on behalf of our post-merger company in the future.
  9
  ***Our
        controlling stockholders may engage in a transaction to cause the Company
        to
        repurchase their shares of Common Stock.***
 
 In
        order
        to provide an interest in the Company to a third party, our controlling
        stockholders may choose to cause the Company to sell Company securities to
        third
        parties, with the proceeds of such sale being utilized by the Company to
        repurchase shares of Common Stock held by the stockholders. As a result of
        such
        transaction, our management, stockholders and Board of Directors may change.
 
 **Item
        2. Description of Property.**
 
 Effective
        February 27, 2007, the Company entered into a management agreement with Vero
        Management, L.L.C., a Delaware limited liability company (“Vero”), pursuant to
        which Vero shall provide office space, located at 190
        Lakeview Way, Vero Beach, FL 32963, and
        other services for a fixed monthly fee of $1,000 for an initial period of
        twelve
        months. At the end of the initial twelve month term, the agreement will continue
        to remain in effect until terminated in writing by either party. Kevin R.
        Keating, the sole officer and director of the Company, owns and controls
        Vero.
 
 **Item
        3. Legal Proceedings.**
 
 Presently,
        there are no material pending legal proceedings to which the Company is a
        party
        or as to which any of its property is subject, and no such proceedings are
        known
        to the Company to be threatened or contemplated against it.
 
 **Item
        4. Submission of Matters to a Vote of Security Holders.**
 
 None.
 
 **PART II**
 
 **Item
        5.  Market for Common Equity and Related Stockholder
        Matters** .
 
 **Common
        Stock**
 
 The
        Company is authorized to issue 200,000,000 shares of Common Stock, pursuant
        to
        the Certificate of Amendment to its Articles of Incorporation filed with
        the
        State of Nevada on April 12, 2007 (the “Amendment”). The Amendment was approved
        by the Board of Directors and the record owner of 70,000,000 shares of Common
        Stock, representing approximately 84.5% of the outstanding voting securities
        of
        the Company. A copy of the Amendment is attached hereto as Exhibit
        3.2.
 
 Our
        Common Stock was approved for quotation on the OTCBB on
        September 28, 2006 and currently trades under the symbol FREZ. Our Common
        Stock
        previously traded on the OTCBB under the symbol FRZR.
 
 The
        following table shows the high and low closing price of the Company's Common
        Stock for each quarterly period for last two fiscal years as reported by
        the
        OTCBB for the periods indicated:
 
 For
        the Fiscal Year Ended on December 31, 2006
 **High**
                
                **Low**Quarter
                    Ended March 31, 2006
                
                
                N/A
                
                
                N/AQuarter
                    Ended June 30, 2006
                
                
                N/A
                
                
                N/AQuarter
                    Ended September 30, 2006
                
                
                N/A
                
                
                N/AQuarter
                    Ended December 31, 2006
                
                $
                1.00
                
                $
                0.08
  10
  For
        the Fiscal Year Ended on December 31, 2007
 **High***
                
                **Low***Quarter
                    Ended March 31, 2007
                
                
                0.21
                
                
                0.09Quarter
                    Ended June 30, 2007
                
                
                0.20
                
                
                0.12Quarter
                    Ended September 30, 2007
                
                
                0.13
                
                
                0.04Quarter
                    Ended December 31, 2007
                
                $
                0.12
                
                $
                0.04
  The
        quotations set forth in the table above reflect inter-dealer prices, without
        retail mark-up, mark-down or commission, and may not necessarily represent
        actual transactions. As of March 26, 2008, there were approximately 547 holders
        of record of our Common Stock.
 
 **Preferred
        Stock**
 
 The
        Company is authorized to issue 10,000,000 shares of Preferred Stock, pursuant
        to
        the Amendment. The Company has not yet issued any of the Preferred Stock.
 
 **Dividend
        Policy**
 
 We
        did
        not pay dividends during the fiscal year ended December 31, 2007. We do not
        expect to declare dividends for the immediate future.
 
 **Securities
        Authorized for Issuance under Equity Compensation Plans**
 
 None.
 
 **Recent
        Sales of Unregistered Securities**
 
 During
        the period covered by this Annual Report, we have issued the following
        unregistered securities which have not been previously reported under this
        Item.
        None of these transactions involved any underwriters, underwriting discounts
        or
        commissions, except as specified below, or any public offering, and we believe
        that each transaction was exempt from the registration requirements of the
        Securities Act by virtue of Section 4(2) thereof and/or Regulation D promulgated
        thereunder.
  On
        February 22, 2007, the Company issued 63,900,000 shares of Common Stock to
        KI
        Equity for aggregate proceeds equal to $639,000. The Company sold these shares
        of Common Stock under the exemption from registration provided by Section
        4(2)
        of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder.
 
 On
        February 27, 2007, the Company issued 1,700,000 shares of Common Stock to
        Garisch Financial, Inc. (“GFI”) for consulting services rendered to the Company
        valued at $17,000, or $0.01 per share. On February 27, 2007, the Company
        also
        issued 1,700,000 shares of Common Stock to Kevin R. Keating, our sole officer
        and director, for services rendered to the Company valued at $17,000, or
        $0.01
        per share. The Company sold these shares of Common Stock under the exemption
        from registration provided by Section 4(2) of the Securities Act and/or Rule
        506
        of Regulation D promulgated thereunder.
 
 **Reverse
        Stock Split**
 
 On
        January 10, 2008 (the “Record Date”),the
        Board
        of Directors adopted and holders of a majority of our issued and outstanding
        shares of Common Stock approved, by written consent, a resolution authorizing
        the Board of Directors to effect a reverse stock split of our outstanding
        Common
        Stock to be effected in the next twelve months in an amount equal to 1-for-20
        (the “Reverse Split”). The Board of Directors had the discretion, as it
        determined to be in the best interests of the Company and its stockholders,
        to
        effect the Reverse Split within twelve months of the Record Date.  On
        January 30, 2008, the Company issued a definitive information statement (the
        “Information Statement”) outlining the Reverse Split processes to holders of the
        Company’s outstanding shares of Common Stock as of the close of business on the
        Record Date, pursuant to Rule 14c-2 under the Exchange Act. A copy of the
        Information Statement was filed with the SEC on January 30, 2008.
  11
 
 On
        February 26, 2008 (the “Effective Date”), the Board of Directors effected the
        Reverse Split. Accordingly, the number of issued and outstanding shares of
        Common Stock was reduced in accordance with the exchange ratio of the Reverse
        Split.  Under the recapitalization structure, the 82,834,064 issued
        and outstanding shares of Common Stock were reverse split resulting in
        approximately 4,141,703 shares of Common Stock issued and outstanding post-
        recapitalization. This figure does not take into account such additional
        shares
        that shall be outstanding as a result of the special treatment provided for
        certain stockholders, as described below, to preserve round lot
        stockholders.  The par value of the Common Stock remains unchanged as
        does the number of authorized shares of Common Stock.  The Board of
        Directors effected
        the Reverse Split more than 20
        days after the mailing date of the information statement on the Record Date.
        No
        further action on the part of stockholders was required to effect the Reverse
        Split.
  The
        Company’s Board of Directors approved special treatment of stockholders of
        record as of the Record Date holding fewer than 2,000 shares of Common Stock
        to
        prevent those stockholders from holding less than 100 shares after the Reverse
        Split (the “Special Treatment”). Accordingly, stockholders who held less than
        2,000 shares but at least 100 shares of Common Stock as of the Record Date,
        and
        who continued to hold such shares as of the Effective Date received 100 shares
        of Common Stock.  Stockholders who held less than 2,000 shares but at
        least 100 shares after the Record Date, and who continued to hold such shares
        as
        of the Effective Date were not afforded the Special Treatment. No fractional
        shares were issued for any fractional share interest created by the Reverse
        Split. Any stockholder who would have otherwise received a fractional share
        instead received a full share of Common Stock for any fractional share interests
        created by the Reverse Split.
 
 **Item
        6. Management’s Discussion and Analysis or Plan of
        Operation.**
 
 **Plan
        of Operation**
 
 The
        Company currently does not engage in any business activities that provide
        cash
        flow. The costs of investigating and analyzing business combinations for
        the
        next 12 months and beyond such time will be paid with money in our treasury.
 
 During
        the next twelve months we anticipate incurring costs related to:
 
 (i)  filing
        of
        reports under the Exchange Act, and
  (ii)  consummating
        an acquisition.
 
 We
        believe we will be able to meet these costs through use of funds in our
        treasury, through deferral of fees by certain service providers and additional
        amounts, as necessary, to be loaned to or invested in us by our stockholders,
        management or other investors.
 
 The
        Company may consider a business which has recently commenced operations,
        is a
        developing company in need of additional funds for expansion into new products
        or markets, is seeking to develop a new product or service, or is an established
        business which may be experiencing financial or operating difficulties and
        is in
        need of additional capital. In the alternative, a business combination may
        involve the acquisition of, or merger with, a company which does not need
        substantial additional capital, but which desires to establish a public trading
        market for its shares, while avoiding, among other things, the time delays,
        significant expense, and loss of voting control which may occur in a public
        offering.
 
 Kevin
        R.
        Keating, our sole officer and director, has had contact and discussions with
        representatives of other entities regarding a business combination with us.
        Any
        target business that is selected may be a financially unstable company or
        an
        entity in its early stages of development or growth, including entities without
        established records of sales or earnings. In that event, we will be subject
        to
        numerous risks inherent in the business and operations of financially unstable
        and early stage or potential emerging growth companies. In addition, we may
        effect a business combination with an entity in an industry characterized
        by a
        high level of risk, and, although our management will endeavor to evaluate
        the
        risks inherent in a particular target business, there can be no assurance
        that
        we will properly ascertain or assess all significant risks.
  12
 
 The
        Company anticipates that the selection of a business combination will be
        complex
        and extremely risky. Because of general economic conditions, rapid technological
        advances being made in some industries and shortages of available capital,
        our
        management believes that there are numerous firms seeking even the limited
        additional capital which we will have and/or the perceived benefits of becoming
        a publicly traded corporation. Such perceived benefits of becoming a publicly
        traded corporation include, among other things, facilitating or improving
        the
        terms on which additional equity financing may be obtained, providing liquidity
        for the principals of and investors in a business, creating a means for
        providing incentive stock options or similar benefits to key employees, and
        offering greater flexibility in structuring acquisitions, joint ventures
        and the
        like through the issuance of stock. Potentially available business combinations
        may occur in many different industries and at various stages of development,
        all
        of which will make the task of comparative investigation and analysis of
        such
        business opportunities extremely difficult and complex.
 
 Pursuant
        to the Letter of Intent, the Company presently intends to combine with
        Breakthrough either through the merger of Breakthrough and a wholly owned
        subsidiary of the Company, or through an exchange of shares of stock of
        Breakthrough for shares of Common Stock. There can be no assurances that
        the
        Merger or any similar transaction contemplated under the terms of the Letter
        of
        Intent will ever be consummated.
 
 **Results
        of Operations**
 
 For
        the
        year ended December 31, 2007 the Company had no activities that produced
        revenues from operations.
 
 For
        the
        year ended December 31, 2007, the Company had a net loss of $(278,605), as
        compared with a net loss of $(1,045,988) for the corresponding period in
        2006.
        For the ended December 31, 2007, the Company incurred $(193,043) of operating
        expenses, comprised of (a) professional fees paid to attorneys, accountants
        and
        other consultants and service providers totaling $(146,650) related to the
        reorganization and change of management which occurred in February of 2007
        and
        the filing of the Company’s Annual Report on Form 10-KSB for the year ended
        December 31, 2006 filed in February of 2007, (b) legal, accounting, audit
        and
        other professional service fees of $(19,449) **** incurred
        in relation to the filing of the Company’s Quarterly Report on Form 10-QSB for
        the period ended March 31, 2007 filed in May of 2007, the Company’s Quarterly
        Report on Form 10-QSB for the period ended June 30, 2007 filed in August
        of 2007
        and the Company’s Quarterly Report on Form 10-QSB for the period ended September
        30, 2007 filed in November 2007, (c) management fees of $(14,000) incurred
        in
        relation to a broad range of managerial and administrative services provided
        by
        Vero, and (d) other miscellaneous operating expenses of $(12,944). For the
        year
        ended December 31, 2006, the Company incurred $(1,048,264) of operating
        expenses, primarily comprised of executive salaries and research and development
        expenses.
 
 For
        the
        year ended December 31, 2007 ,
        the
        Company incurred $(391,526) of other non-operating expenses, comprised of
        $(376,750) of payments made to the Company’s former executive officers under the
        terms of an indemnity agreement and $(14,776) related to the write-off of
        miscellaneous prepaid expenses and other assets. There were no non-operating
        expenses incurred during the corresponding period in 2006. ****
 
 For
        the
        year ended December 31, 2007, the Company recorded $309,623 of other
        non-operating income, comprised of $300,000 of previously accrued compensation
        due to the Company’s former executive officers that was forgiven upon execution
        of a liability release agreement and $9,623 of previously accrued miscellaneous
        expenses that were also forgiven upon execution of a liability release
        agreement. For the year ended December 31, 2006, the Company recorded $2,261
        of
        other non-operating income, comprised of miscellaneous non-operating income
        items. ****
  13
  **Liquidity
        and Capital Resources**
 
 As
        of
        December 31, 2007, the Company had assets equal to $5,775, comprised exclusively
        of cash and cash equivalents. The Company’s current liabilities as of December
        31, 2007 totaled $3,000, comprised exclusively accrued management
        fees.
 
 The
        following is a summary of the Company's cash flows provided by (used in)
        operating, investing, and financing activities:
  Year Ended
                  December 31, 2007
              
              Cumulative Period
                FromMay
                  2, 2005 (Inception) to
                  December 31, 2007Net
                  cash used in operating activities
              
              $
              (547,310
              )
              $
              (1,659,237
              )Net
                  cash used in investing activities
              
              
              -
              
              $
              (5,122
              )Net
                  cash provided by financing activities
              
              $
              552,855
              
              $
              1,670,134Net
                  effect on cash
              
              $
              5,545
              
              $
              5,775
 
 The
        Company has nominal assets and has generated no revenues since inception.
        The
        Company is also dependent upon the receipt of capital investment or other
        financing to fund its ongoing operations and to execute its business plan
        of
        seeking a combination with a private operating company. In addition, the
        Company
        is dependent upon certain related parties to provide continued funding and
        capital resources. If continued funding and capital resources are unavailable
        at
        reasonable terms, the Company may not be able to implement its plan of
        operations.
 
 **Off-Balance
        Sheet Arrangements**
 
 The
        Company does not have any off-balance sheet arrangements that have or are
        reasonably likely to have a current or future effect on the Company’s financial
        condition, changes in financial condition, revenues or expenses, results
        of
        operations, liquidity, capital expenditures or capital resources that is
        material to investors.
 
 14




**Item
      7. Financial Statements.**





**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Index
      to Financial Statements**


**Page**Report
                  of Independent Registered Public Accounting Firm
              
              F-2Balance
                  Sheets as of December 31, 2007 and 2006
              
              F-3Statements
                  of Operations for the Years Ended December 31, 2007 and 2006 and
                  for the
                  Cumulative Period from May 2, 2005 (Inception) to December 31,
                  2007
              
              F-4Statement
                  of Changes in Stockholders’ Equity (Deficit) for the Cumulative Period
                  from May 2, 2005 (Inception) to December 31, 2007
              
              F-5Statements
                  of Cash Flows for the Years Ended December 31, 2007 and 2006 and
                  for the
                  Cumulative Period from May 2, 2005 (Inception) to December 31,
                  2007
              
              F-6Notes
                  to Financial Statements
              
              F-7




F-1





**Chang
        G. Park, CPA, Ph. D.**
 **t** **371 E STREET** **t** **CHULA VISTA** **t** **CALIFORNIA 91910-2615** **t**
 **t** **TELEPHONE (858)722-5953** **t** **FAX (858) 761-0341** **t** **FAX (858) 764-5480**
 **t** **E-MAIL** **changgpark@gmail.com** **** **t**


**Report
      of Independent Registered Public Accounting Firm**




**To
      the Board of Directors and Stockholders**


**Frezer,
      Inc.**


(A
      Development Stage Company)




We
      have
      audited the accompanying balance sheets of Frezer, Inc. (A Development Stage
      “Company”) as of December 31, 2007 and 2006 and the related statements of
      operations, changes in shareholders’ equity and cash flows for the years then
      ended, and for the period of May 2, 2005 (inception) to December 31, 2007.
      These
      financial statements are the responsibility of the Company’s management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audits.





We
      conducted our 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. 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 financial statements referred to above present fairly, in all
      material respects, the financial position of Frezer, Inc. as of December 31,
      2007 and 2006, and the result of its operations and its cash flows for the
      years
      then ended and for the period of May 2, 2005 (inception) to December 31, 2007
      in
      conformity with U.S. generally accepted accounting principles.





The
      financial statements have been prepared assuming that the Company will continue
      as a going concern. As discussed in Note 1 to the financial statements, the
      Company’s losses from operations raise substantial doubt about its ability to
      continue as a going concern. The financial statements do not include any
      adjustments that might result from the outcome of this uncertainty.






**/s/** **Chang
      Park**





**CHANG
      G. PARK, CPA**




**February
      18, 2008**


**San
      Diego, CA. 91910**




**Member
      of the California Society of Certified Public Accountants**


**Registered
      with the Public Company Accounting Oversight Board**




F-2




**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Balance
      Sheets**


**December
                  31,**
              
              **December
                  31,****2007**
              
              **2006****Assets**Current
                  assetsCash
                  and cash equivalents
              
              $
              5,775
              
              $
              230Prepaid
                  expenses and other assets
              
              
              -
              
              
              10,834Total
                  current assets
              
              
              5,775
              
              
              11,064Deposits
              
              
              -
              
              
              3,942Total
                  assets
              
              $
              5,775
              
              $
              15,006**Liabilities
                  and Stockholders' Equity (Deficit)**Current
                  liabilitiesAccounts
                  payable
              
              $
              -
              
              $
              4,547Accrued
                  expenses
              
              
              3,000
              
              
              13,377Accrued
                  interest
              
              
              -
              
              
              2,557Notes
                  payable
              
              
              -
              
              
              86,145Total
                  current liabilities
              
              
              3,000
              
              
              106,626Stockholders'
                  Equity (Deficit)Preferred
                  stock, $0.001 par value; 10,000,000 sharesauthorized;
                  no shares issued or outstanding
              
              
              -
              
              
              -Common
                  stock, $0.001 par value; 200,000,000 sharesauthorized;
                  82,834,064 and 22,974,064 shares issuedand
                  outstanding, respectively
              
              
              82,834
              
              
              22,974Additional
                  paid-in capital
              
              
              1,553,237
              
              
              1,240,097(Deficit)
                  accumulated during the development stage
              
              
              (1,633,296
              )
              
              (1,354,691
              )Total
                  stockholders' equity (deficit)
              
              
              2,775
              
              
              (91,620
              )Total
                  liabilities and stockholders' equity (deficit)
              
              $
              5,775
              
              $
              15,006





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




F-3





**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Statements
      of Operations**


**Year
                  Ended**
                **December
                  31,**
              
              **Cumulative**
                **Period
                  From**
                **May
                  2, 2005**
                **(Inception)
                  To****2007**
              
              **2006**
              
              **December
                    31, 2007**Revenue
              
              $
              -
              
              $
              -
              
              $
              -Operating
                  expensesResearch
                  and development
              
              
              -
              
              
              392,412
              
              
              392,412General
                  and administrative
              
              
              193,043
              
              
              655,852
              
              
              1,157,598Total
                  operating expenses
              
              
              193,043
              
              
              1,048,264
              
              
              1,550,010Loss
                  from operations
              
              
              (193,043
              )
              
              (1,048,264
              )
              
              (1,550,010
              )Other
                  income (expense)Interest
                  income
              
              
              -
              
              
              2,802
              
              
              2,802Interest
                  (expense)
              
              
              (3,659
              )
              
              (2,787
              )
              
              (6,446
              )Other
                  income
              
              
              309,623
              
              
              2,261
              
              
              311,884Other
                  (expense)
              
              
              (391,526
              )
              
              -
              
              
              (391,526
              )Net
                  (loss)
              
              $
              (278,605
              )
              $
              (1,045,988
              )
              $
              (1,633,296
              )Net
                  (loss) per share - basic and diluted
              
              
              NIL*
              
              $
              (.07
              )Weighted
                  average number of shares of outstanding - basic and
                  diluted
              
              
              75,985,023
              
              
              14,120,105
  *
        Less
        than $.01 per share
  The
        accompanying notes are an integral part of these financial
        statements.




F-4




**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Statement
      of Changes in Stockholders’ Equity (Deficit) For the Cumulative Period From May
      2, 2005 (Inception) to December 31, 2007**


**Common
                  Stock**
              
              **Additional**
                **Paid-In**
              
              **Deficit**
                **Accumulated**
                **during
                  the**
                **Development**
              
              **Total**
                **Stockholders'**
                **Equity****Shares**
              
              **Amount**
              
              **Capital**
              
              **Stage**
              
              **(Deficit)****Balances
                  at May 2, 2005**
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Issuance
                  of common stock for cash and servicesrendered
                  at $0.008 per share on May 4, 2005
              
              
              5,935,315
              
              
              5,936
              
              
              44,264
              
              
              -
              
              
              50,200Issuance
                  of common stock for services renderedat
                  $0.01 per share on May 4, 2005
              
              
              100,000
              
              
              100
              
              
              900
              
              
              -
              
              
              1,000Issuance
                  of common stock for cash at $0.15 pershare
                  on November 10, 2005
              
              
              1,650,000
              
              
              1,650
              
              
              245,850
              
              
              -
              
              
              247,500Issuance
                  of common stock for cash at $0.30 pershare
                  on November 23, 2005
              
              
              333,333
              
              
              333
              
              
              99,667
              
              
              -
              
              
              100,000Issuance
                  of common stock for services renderedat
                  $0.19 per share on December 10, 2005
              
              
              57,916
              
              
              58
              
              
              11,129
              
              
              -
              
              
              11,187Net
                  (loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              (308,703
              )
              
              (308,703
              )**Balances
                  at December 31, 2005**
              
              
              8,076,564
              
              $
              8,077
              
              $
              401,810
              
              $
              (308,703
              )
              $
              101,184Issuance
                  of common stock for cash at $0.30 pershare
                  on February 23, 2006
              
              
              500,000
              
              
              500
              
              
              149,500
              
              
              -
              
              
              150,000Issuance
                  of common stock for services renderedat
                  $0.10 per share on February 23, 2006
              
              
              187,500
              
              
              187
              
              
              18,563
              
              
              -
              
              
              18,750Issuance
                  of common stock for services renderedat
                  $0.03 per share on March 16, 2006
              
              
              6,100,000
              
              
              6,100
              
              
              177,334
              
              
              -
              
              
              183,434Issuance
                  of common stock for services renderedat
                  $0.30 per share on May 23, 2006
              
              
              670,000
              
              
              670
              
              
              200,330
              
              
              -
              
              
              201,000Issuance
                  of common stock in lieu of compensationat
                  $0.04 per share on December 21, 2006
              
              
              7,440,000
              
              
              7,440
              
              
              292,560
              
              
              -
              
              
              300,000Net
                  (loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,045,988
              )
              
              (1,045,988
              )**Balances
                  at December 31, 2006**
              
              
              22,974,064
              
              $
              22,974
              
              $
              1,240,097
              
              $
              (1,354,691
              )
              $
              (91,620
              )Return
                  of common stock originally issued onDecember
                  21, 2006 in lieu of compensationon
                  January 26, 2007
              
              
              (7,440,000
              )
              
              (7,440
              )
              
              (292,560
              )
              
              -
              
              
              (300,000
              )Issuance
                  of common stock for cash at $0.01 pershare
                  on February 9, 2007
              
              
              63,900,000
              
              
              63,900
              
              
              575,100
              
              
              -
              
              
              639,000Issuance
                  of common stock for services renderedat
                  $0.01 per share on February 27, 2007
              
              
              3,400,000
              
              
              3,400
              
              
              30,600
              
              
              -
              
              
              34,000Net
                  (loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              (278,605
              )
              
              (278,605
              )**Balances
                  at December 31, 2007**
              
              
              82,834,064
              
              $
              82,834
              
              $
              1,553,237
              
              $
              (1,633,296
              )
              $
              2,775




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




F-5




**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Statements
      of Cash Flows**


**Year
                  Ended**
                **December
                  31,**
              
              **Cumulative**
                **Period
                  From**
                **May
                  2, 2005**
                **(Inception)
                  To****2007**
              
              **2006**
              
              **December
                  31, 2007****Cash
                  Flows From Operating Activities**Net
                  (loss)
              
              $
              (278,605
              )
              $
              (1,045,988
              )
              $
              (1,633,296
              )Adjustments
                  to reconcile net (loss) to netcash
                  (used in) operating activities:Common
                  stock issued for services
              
              
              34,000
              
              
              219,750
              
              
              265,937Reversal
                  of accrued payroll and other liabilities
              
              
              (309,623
              )
              
              -
              
              
              (309,623
              )Write-off
                  of prepaid expenses and other assets
              
              
              14,775
              
              
              -
              
              
              14,775Depreciation
                  expense
              
              
              -
              
              
              1,180
              
              
              1,180Changes
                  in operating assets and liabilities:Prepaid
                  expenses and other assets
              
              
              -
              
              
              13,451
              
              
              (10,834
              )Accounts
                  payable
              
              
              (1,090
              )
              
              (2,236
              )
              
              3,457Accrued
                  expenses
              
              
              (4,210
              )
              
              (179,053
              )
              
              9,167Accrued
                  interest
              
              
              (2,557
              )
              
              2,557
              
              
              -Net
                  cash provided by (used in)operating
                  activities
              
              
              (547,310
              )
              
              (990,339
              )
              
              (1,659,237
              )**Cash
                  Flows From Investing Activities**Repayment
                  of notes and other receivablesfrom
                  related parties
              
              
              -
              
              
              10,000
              
              
              -Purchase
                  of property and equipment
              
              
              -
              
              
              
              
              
              (1,180
              )Increase
                  in deposit
              
              
              -
              
              
              (3,942
              )
              
              (3,942
              )Net
                  cash provided by (used in) investing activities
              
              
              -
              
              
              6,058
              
              
              (5,122
              )**Cash
                  Flows From Financing Activities**Proceeds
                  from borrowings on notes payable
              
              
              9,998
              
              
              86,145
              
              
              96,143Repayment
                  of notes payable
              
              
              (96,143
              )
              
              -
              
              
              (96,143
              )Proceeds
                  from issuance of common stock
              
              
              639,000
              
              
              150,000
              
              
              1,186,700Common
                  stock issued for accrued payroll
              
              
              -
              
              
              483,434
              
              
              483,434Net
                  cash provided by financing activities
              
              
              552,855
              
              
              719,579
              
              
              1,670,134Net
                  increase (decrease) in cash and cash equivalents
              
              
              5,545
              
              
              (264,702
              )
              
              5,775Cash
                  and cash equivalents, beginning of period
              
              
              230
              
              
              264,932
              
              
              -Cash
                  and cash equivalents, end of period
              
              $
              5,775
              
              $
              230
              
              $
              5,775**Supplemental
                  Disclosure of Cash Flow Information**Cash
                  paid for interest
              
              $
              6,216
              
              $
              -
              
              $
              6,216**Supplemental
                  Disclosure of Non-Cash****Financing
                  Transactions**Return
                  of common stock issued in lieu of compensation
              
              $
              300,000
              
              $
              -
              
              $
              300,000


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




F-6




**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**





**1.**
              **Organization
                  and Basis of
                  Presentation**




Frezer,
      Inc. (the “Company” or “Frezer”) was incorporated in the State of Nevada on May
      2, 2005. The Company was previously a wholly owned subsidiary of BMXP Holdings,
      Inc., then known as Bio- Matrix Scientific Group, Inc. (“BMXG”), a Delaware
      Corporation engaged primarily in the development of medical devices. The Board
      of Directors of BMXG voted to distribute all Shares of Frezer common stock
      held
      by BMXG to holders of BMXG common stock of record as of May 31, 2005, which
      was
      the record date. These stockholders received one share of Frezer common stock
      for every one share of BMXG common stock held on the record date. The
      distribution was paid on June 15, 2005.





From
      inception to July 11, 2006 The Company’s objective was to operate in the field
      of stem cell banking and regenerative medicine. On July 11, 2006, the Company’s
      Board of Directors unanimously approved resolutions to abandon all plans to
      develop a stem cell banking facility and market that facility's services.





Since
      July 11, 2006, the Company had been focused on the development and marketing
      of
      intellectual property relating to the Cryo-Chip, which may be used to provide
      an
      extensive line of stem cells for research and development, and the development
      and marketing of intellectual property relating to Cryogenic Storage tank
      modifications for increased storage capacity.




Effective
      February 22, 2007, the Company experienced a change in control (see Note 3)
      and
      its management changed, pursuant to a Securities Purchase Agreement by and
      between the Company and KI Equity Partners IV, LLC.





Following
      the change in control, Kevin R. Keating, the Company’s new President, Secretary
      and sole director, commenced an investigation to determine whether to continue
      or to cease the present operations of the Company. To date, there has been
      no
      formal decision to terminate operations; however, Mr. Keating determined it
      to
      be in the best interests of the Company to suspend its operations pending the
      results of the investigation. In the meantime, the Company’s current business
      strategy is to investigate and, if such investigation warrants, acquire a target
      company or business seeking the perceived advantages of being a publicly held
      corporation. The Company’s principal business objective for the next 12 months
      and beyond such time will be to achieve long-term growth potential through
      a
      combination with a business rather than immediate, short-term earnings. The
      Company will not restrict its potential candidate target companies to any
      specific business, industry or geographical location and, thus, may acquire
      any
      type of business.





**Basis
      of Presentation**




To
      date,
      the Company has not earned revenues from its principle operations and as a
      result is currently in the development stage as defined by Statement of
      Financial Accounting Standards No. 7, Accounting and Reporting by Development
      Stage Enterprises (“SFAS No. 7”).





**Going
      Concern**




Since
      inception, the Company has generated no revenues and has incurred a cumulative
      operating loss of $1,550,010 and a cumulative net loss of $1,633,296. Since
      inception, the Company has also been dependent upon the receipt of capital
      investment or other financing to fund its operations. The Company currently
      has
      no source of operating revenue, and has only limited working capital with which
      to
      pursue its business plan, which contemplates the completion of a business
      combination with an operating company. The amount of capital required to sustain
      operations until the successful completion of a business combination is subject
      to future events and uncertainties. It may be necessary for the Company to
      secure additional working capital through loans or sales of common stock, and
      there can be no assurance that such funding will be available in the future.
      These conditions raise substantial doubt about the Company’s ability to continue
      as a going concern.




F-7


**Frezer,
        Inc.**
 **(A
        Development Stage Company)**
 **Notes
        to Financial Statements**


The
      accompanying financial statements have been presented on the basis of the
      continuation of the Company as a going concern and do not include any
      adjustments relating to the recoverability and classification of recorded asset
      amounts or the amounts and classifications of liabilities that might be
      necessary should the Company be unable to continue as a going
      concern.





**2.**
              **Summary
                  of Significant Accounting
                  Policies**




**Use
      of Estimates**




The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities as well as
      the
      reported amounts of revenues and expenses. Actual results could differ from
      these estimates.





**Income
      Taxes**




The
      Company accounts for income taxes in accordance with Statement of Financial
      Accounting Standards No. 109, Accounting for Income Taxes (“SFAS No. 109”),
      which requires the recognition of deferred tax liabilities and assets at
      currently enacted tax rates for the expected future tax consequences of events
      that have been included in the financial statements or tax returns. A valuation
      allowance is recognized to reduce the net deferred tax asset to an amount that
      is more likely than not to be realized. The tax provision shown on the
      accompanying statement of operations is zero since the deferred tax asset
      generated from net operating losses is offset in its entirety by a valuation
      allowance. State minimum taxes are expensed as incurred.





**Cash
      and Cash Equivalents**




Cash
      and
      cash equivalents, if any, include all highly liquid instruments with an original
      maturity of three months or less at the date of purchase.





**Fair
      Value of Financial Instruments**




The
      Company's financial instruments are comprised of accrued expenses. The carrying
      amounts of financial instruments approximate fair value due to their short
      maturities.





**Net
      Loss Per Share**




Basic
      loss per share (EPS) is calculated by dividing the loss available to common
      shareholders by the weighted average number of common shares outstanding for
      the
      period. Diluted EPS reflects the potential dilution that could occur if
      securities or other contracts to issue common stock were exercised or converted
      into common stock. The Company currently has no dilutive securities and as
      such,
      basic and diluted loss per share are the same for all periods
      presented.





F-8





**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**





**Comprehensive
      Loss**




Comprehensive
      loss is defined as all changes in stockholders’ equity (deficit), exclusive of
      transactions with owners, such as capital investments. Comprehensive loss
      includes net loss, changes in certain assets and liabilities that are reported
      directly in equity such as translation adjustments on investments in foreign
      subsidiaries and unrealized gains (losses) on available-for-sale securities.
      For
      the year ended December 31, 2007 and for the cumulative period from inception
      May 2, 2005 to December 31, 2007, the Company’s comprehensive loss was the same
      as its net loss.





**Recently
      Issued Accounting Pronouncements**




In
      February 2007, the Financial Accounting Standards Board (“FASB”) issued
      Statement of Financial Accounting Standards (“SFAS”) No. 159, “The
      Fair Value Option for Financial Assets and Financial Liabilities,” which gives
      companies the option to measure eligible financial assets, financial liabilities
      and firm commitments at fair value (i.e., the fair value option), on an
      instrument-by-instrument basis, that are otherwise not permitted to be accounted
      for at fair value under other accounting standards. The election to use the
      fair
      value option is available when an entity first recognizes a financial asset
      or
      financial liability or upon entering into a firm commitment. Subsequent changes
      in fair value must be recorded in earnings. SFAS No. 159 is effective for
      financial statements issued for fiscal years beginning after November 15,
      2007.





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value
      Measurement.” This Statement defines fair value, establishes a framework for
      measuring fair value in generally accepted accounting principles, and expands
      disclosures about fair value measurements. SFAS No. 157 applies under other
      accounting pronouncements that require or permit fair value measurements. The
      FASB having previously concluded in those accounting pronouncements that fair
      value is the relevant measurement attribute. Accordingly, this statement does
      not require any new fair value measurements. However, for some entities, the
      application of this statement will change current practice. SFAS No. 157 is
      effective for financial statements issued for fiscal years beginning after
      November 15, 2007, and interim periods within those fiscal years.





In
      December 2007, the FASB issued SFAS No. 141 (revised December 2007),
“Business Combinations” (“SFAS 141R”), which replaces FASB Statement
      No. 141, “Business Combinations.” This statement requires an acquirer to
      recognize identifiable assets acquired, liabilities assumed, and any
      non-controlling interest in the acquiree at the acquisition date, measured
      at
      their full fair values at that date, with limited exceptions. Assets and
      liabilities assumed that arise from contractual contingencies as of the
      acquisition date must also be measured at their acquisition-date full fair
      values. SFAS 141R requires the acquirer to recognize goodwill as of the
      acquisition date, and in the case of a bargain purchase business combination,
      the acquirer shall recognize a gain. Acquisition-related costs are to be
      expensed in the periods in which the costs are incurred and the services are
      received. Additional presentation and disclosure requirements have also been
      established to enable financial statement users to evaluate and understand
      the
      nature and financial effects of business combinations. SFAS 141R is to be
      applied prospectively for acquisition dates on or after the beginning of the
      first annual reporting period beginning on or after December 15, 2008.




In
      December 2007, the FASB issued SFAS No. 160, “Non-controlling
      Interests in Consolidated Financial Statements” (“SFAS 160”). SFAS 160
      requires non-controlling interests to be treated as a separate component of
      equity, rather than a liability or other item outside of equity. This statement also
      requires the amount of consolidated net income attributable to the parent and
      the non-controlling interest to be clearly identified and presented on the
      face
      of the income statement. Changes in a parent’s ownership interest, as long as
      the parent retains a controlling financial interest, must be accounted for
      as
      equity transactions, and should a parent cease to have a controlling financial
      interest, SFAS 160 requires the parent to recognize a gain or loss in net
      income. Expanded disclosures in the consolidated financial statements are
      required by this statement and must clearly identify and distinguish between
      the
      interest of the parent’s owners and the interests of the non-controlling owners
      of a subsidiary. SFAS 160 is to be applied prospectively for fiscal years
      beginning on or after December 15, 2008, with the exception of presentation
      and disclosure requirements, which shall be applied retrospectively for all
      periods presented.




F-9


**Frezer,
        Inc.**
 **(A
        Development Stage Company)**
 **Notes
        to Financial Statements**


The
      adoption of these new Statements, when effective, is not expected to have a
      material effect on the Company’s financial position, results of operations, or
      cash flow.





**3.**
            **Change
                of Control**




On
      February 1, 2007, the Company and KI Equity Partners IV, LLC, a Delaware limited
      liability company (“KI Equity”) entered into a securities purchase agreement
      (“Purchase Agreement”) under which the Company agreed to sell and KI Equity
      agreed to purchase 63,900,000 shares of Frezer’s common stock (“Shares”) for a
      purchase price of $639,000 (“Purchase Price”), or $0.01 per share. The closing
      of the transactions under the Purchase Agreement occurred on February 22, 2007
      (“Closing”).





The
      issuance of the Shares is intended to be exempt from registration under the
      Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section
      4(2) thereof and such other available exemptions. As such, the Shares may not
      be
      offered or sold in the United States unless they are registered under the
      Securities Act, or an exemption from the registration requirements of the
      Securities Act is available. No registration statement covering the Shares
      has
      been or is expected to be filed with the SEC or with any state securities
      commission in connection with the issuance of the Shares. However, Frezer has
      granted certain demand and piggyback registration rights to KI Equity with
      respect to the Shares. At the Closing, Frezer and KI Equity executed a
      registration rights agreement (“Registration Rights Agreement”) granting the
      foregoing registration rights.





Immediately
      prior to the Closing, David R. Koos, the former Chairman and Chief Executive
      Officer of Frezer (“Koos”), Brian F. Pockett, the former Chief Operating Officer
      of Frezer (“Pockett”), Geoffrey O’Neill, the former President of Frezer
      (“O’Neill”) and Bombardier Pacific Ventures, Inc., a Nevada corporation
      controlled by Koos (“Bombardier”) (collectively, the “Principals”) entered into
      a certain indemnity agreement with Frezer (“Indemnity Agreement”). Under the
      Indemnity Agreement, the Principals have agreed to indemnify and hold Frezer
      harmless from all liabilities and obligations related to the period prior to
      Closing (“Damages”). Except for indemnity claims related to taxes, Frezer is not
      entitled to indemnification for any Damages in excess of $499,700 (“Cap”), and
      no demand or claim for indemnification may be made after second anniversary
      of
      the Closing (the “Claim Period”). As consideration for providing the
      indemnification, the Company agreed to pay the Principals an aggregate sum
      of
      $376,750. At the Closing, the Principals were paid $351,750, in the aggregate,
      and the remaining $25,000 was held in escrow for a period of ninety (90) days
      following the Closing to satisfy any indemnification claims pursuant to the
      Indemnity Agreement (“Indemnity Escrow”). In June of 2007, the remaining $25,000
      that was initially held in escrow was released to the Principles.




F-10





**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**




Following
      the execution of the Indemnity Agreement, the Company recorded the $376,750
      aggregate sum to be paid to the Principles as Other (Expense) in the
      accompanying statement of operations.




Immediately
      prior to the Closing, the Principals also entered into a certain release
      agreement (“Release Agreement”) under which each of them agreed to terminate any
      and all agreements and contracts with Frezer including, without limitation,
      any
      employment agreements between Frezer, on the one hand, and Koos, Pockett and
      O’Neill, on the other hand. Under the Release Agreement, the Principals also
      agreed to irrevocably release Frezer from any and all debts, liabilities and
      obligations, including, without limitation, any claims for unpaid compensation.




Following
      the execution of the Release Agreement, the Company reversed $300,000 of
      previously accrued compensation due to Koos, Pockett and O’Neill, accounting for
      the reversal of the liability as Other Income in the accompanying statement
      of
      operations.




Separately,
      Pockett, O’Neill and Bombardier agreed to sell 6,100,000 shares of Frezer’s
      common stock (“Transferred Shares”), in the aggregate, to KI Equity for an
      aggregate purchase price of $61,000, or $0.01 per share (the “Stock Transfer”).
      The closing of the Stock Transfer occurred on February 22, 2007.




Effective
      as of the Closing, in accordance with the terms of the Purchase Agreement,
      the
      existing officers and directors of Frezer resigned and Kevin R. Keating was
      appointed as the sole director, Chief Executive Officer, Chief Financial
      Officer, President, Secretary and Treasurer of Frezer. Accordingly, at the
      Closing, in accordance with the provisions of the Purchase Agreement, a change
      of a majority of Frezer’s directors occurred.





Kevin
      R.
      Keating is the father of Timothy J. Keating, the principal member of Keating
      Investments, LLC. Keating Investments, LLC is the managing member of KI Equity.
      Timothy J. Keating is the manager of KI Equity.





**4.**
              **Notes
                  Payable**




On
      July
      3, 2006, the Company established a Line of Credit Promissory Note Agreement
      for
      $50,000 with Bio Technology Business Partners Trust. The unpaid principal of
      this line of credit bears simple interest at a rate of 10% per annum. As of
      December 31, 2006, there had been ten advances under this credit line totaling
      $32,675.70. Amounts advanced under this credit line are due and payable on
      a
      date that is 365 days from each advance.




On
      August
      14, 2006, the Company entered into a Promissory Note Agreement with Dermatex
      Medical Device Consultants for $25,000. In November 2006 this agreement was
      amended and an additional $1,955.42 was loaned. This note bears interest at
      a
      rate of 10% simple per annum and all Principal and accrued interest is due
      and
      payable on August 13, 2007.




On
      October 26, 2006, the Company borrowed $18,384.68 from the AFN Trust. On
      November 7, 2006, the Company borrowed an additional $4,601.44 from the AFN
      Trust. These loans bear simple interest at 10% per annum and are due and payable
      on October 25, 2007.





F-11





**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**





On
      November 14, 2006, the Company borrowed $1,800.00 from Venture Bridge Advisors,
      Inc. On December 8, 2006, the Company borrowed an additional $1,100.00 and
      on
      December 11, 2006, the Company borrowed and additional $628.00. These loans
      bear
      simple interest at 10% per annum and are due and payable on November 13,
      2007.





In
      February of 2007, the Company repaid all outstanding notes payable and accrued
      interest using a portion of the proceeds raised from the issuance common stock
      to KI Equity (see Note 3).





**5.**
              **Stockholders’
                  Equity (Deficit)**




In
      April
      of 2007, the Company amended its Articles of Incorporation to increase its
      authorized capital stock. The amendment increased the authorized common stock
      from 100,000,000 shares, with a par value of $0.001 per share, to 200,000,000
      shares, with a par value of $0.001 per share. The amendment also authorized
      10,000,000 shares of preferred stock, with a par value of $0.001 per share,
      with
      such powers, designations, preferences and relative, participating, optional
      and
      other special rights, and the qualifications, limitations and restrictions,
      as
      the Board of Directors may from time to time fix. Prior to the amendment, Frezer
      did not have a class of preferred stock authorized.





These
      amendments became effective upon the filing of the Certificate of Amendment
      to
      the Articles of Incorporation with the Nevada Secretary of State on April 12,
      2007.





As
      of
      December 31, 2007, there were 82,834,064 shares of common stock issued and
      outstanding and no shares of preferred stock issued and
      outstanding.





On
      May 4,
      2005, Company issued 6,035,315 shares of common stock in exchange for $50,200
      in
      cash and services rendered valued at $1,000 to Bio-Matrix Scientific Group,
      Inc., its former parent company.




On
      November 10, 2005, the Company issued 1,650,000 shares of common stock at $0.15
      per share for total proceeds of $247,500.




On
      November 23, 2005, the Company issued 333,333 shares of common stock at $0.30
      per share for total proceeds of $100,000.




On
      December 10, 2005, the Company issued 57,916 shares of common stock as
      compensation for services rendered valued at $11,187, or approximately $0.19
      per
      share.




On
      February 23, 2006, the Company sold 500,000 shares of common stock at $0.30
      share for total proceeds of $150,000 as a result of a private placement offering
      under SEC Regulation D (506).




On
      February 23, 2006, the Company also issued an additional 187,500 shares of
      common stock as compensation for services rendered by various consultants
      assisting the Company with its business model implementation valued at $18,750,
      or approximately $0.10 per share.




On
      March
      16, 2006, The Board of Directors issued 6,100,000 shares of common stock to
      the
      Company’s management team for compensation amounting to $183,434 owed for fiscal
      year 2005, which ended December 31, 2005.





F-12




**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**





Between
      May 23, 2006 and May 26, 2006 the Company issued 670,000 shares of common stock
      to outside consultants for services rendered valued at $201,000, or
      approximately $0.30 per share.




On
      December 21, 2006, the Company issued 7,440,000 shares of common stock to the
      Company’s executives for previously accrued compensation amounting to $300,000,
      or approximately $0.04 per share. On January 26, 2007 the officers returned
      these shares to the Company for cancellation and reestablishment of the $300,000
      accrued compensation liability.





On
      February 22, 2007, the Company issued 63,900,000 shares of its common stock
      to
      KI Equity at a purchase price of $0.01 per share and aggregate consideration
      of
      $639,000 (see Note 3).





On
      February 27, 2007, the Company issued 1,700,000 shares of its common stock
      to
      Kevin R. Keating, the sole officer and director of the Company, for services
      rendered to the Company valued at $17,000, or $0.01 per share.





On
      February 27, 2007, the Company also issued 1,700,000 shares of its Common Stock
      to Garisch Financial, Inc. (“GFI”) for consulting services rendered to the
      Company valued at $17,000, or $0.01 per share.





The
      above
      shares of Common Stock issued to KI Equity, Kevin R. Keating, and GFI were
      issued under an exemption from registration under Section 4(2) of the Securities
      Act of 1933, as amended. As such, the shares of Common Stock issued to Kevin
      R.
      Keating and GFI will be restricted shares, and the holder thereof may not sell,
      transfer or otherwise dispose of such shares without registration under the
      Securities Act or an exemption there from. The Company has granted demand and
      piggyback registration rights to KI Equity, Kevin R. Keating and GFI with
      respect to the above shares.





**6.**
              **Related
                  Party Transactions**




Effective
      February 27, 2007, the Company entered into a management agreement (“Management
      Agreement”) with Vero Management, L.L.C., a Delaware limited liability company
      (“Vero”) under which Vero had agreed to provide a broad range of managerial and
      administrative services to the Company including, but not limited to, assistance
      in the preparation and maintenance of the Company’s financial books and records,
      the filing of various reports with the appropriate regulatory agencies as are
      required by State and Federal rules and regulations, the administration of
      matters relating to the Company’s shareholders including responding to various
      information requests from shareholders as well as the preparation and
      distribution to shareholders of relevant Company materials, and to provide
      office space, corporate identity, telephone and fax services, mailing, postage
      and courier services for a fixed fee of $2,000 per month, for an initial period
      of twelve months. At the end of the initial twelve month term, the agreement
      will continue to remain in effect until terminated in writing by either
      party.





Effective
      July 1, 2007, the Management Agreement was amended to reduce the monthly fixed
      fee to $1,000 per month.





F-13





**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**





Kevin
      R.
      Keating owns and controls Vero and is also the sole officer and director of
      the
      Company. The terms of the Management Agreement were determined based on terms
      which the Company believes would be available to it from third parties on an
      arms’ length basis.





Kevin
      R.
      Keating is the father of Timothy J. Keating, the principal member of Keating
      Investments, LLC. Keating Investments, LLC is the managing member of KI Equity
      Partners IV, LLC (“KI Equity”), the controlling stockholder of the Company.
      Timothy J. Keating is the manager of KI Equity.





For
      the
      years ended December 31, 2007 and 2006, the Company recorded $14,000 and $0,
      respectively, of managerial and administrative expenses associated with this
      agreement which are included as a component of general and administrative
      expenses in the accompanying statement of operations.





**7.**
              **Income
                  Taxes**




The
      tax
      effects of temporary differences that give rise to significant portions of
      the
      Company’s net deferred tax assets at December 31, 2007 and 2006 are as
      follows:


**December
                  31, 2007**
              
              **December
                  31, 2006****Assets**Net
                  Operating tax carry forwards
              
              $
              555,321
              
              $
              461,325Gross
                  deferred tax asset
              
              
              555,321
              
              
              461,325Valuation
                  allowance
              
              
              (555,321
              )
              
              (461,325
              )Net
                  deferred tax asset
              
              $
              -
              
              $
              -




A
      full
      valuation allowance has been recorded against the Company’s deferred tax asset
      because, based on the weight of available evidence, it is more likely than
      not
      that such benefits will not be realized.




The
      benefit from income taxes differs from the amount computed by applying the
      U.S.
      federal income tax rate of 34% to loss before income taxes for the cumulative
      period from May 2, 2005 (Inception) to December 31, 2007 and May 2, 2005
      (Inception) to December 31, 2006 as follows:




**December
                  31, 2007**
              
              **December
                  31, 2006**U.S.
                  federal income tax benefit at statutory rate
              
              $
              (555,321
              )
              $
              (461,325
              )Change
                  in valuation allowance
              
              
              555,321
              
              
              461,325Benefit
                  from income taxes
              
              $
              -
              
              $
              -
 F-14


**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**




**8.**
              **Letter
                  Of Intent**




On
      November 7 2007, the Company entered into a letter of intent (the “Letter of
      Intent”) with Breakthrough Venture Corp. (“Breakthrough”), pursuant to which the
      Company intends to combine with Breakthrough either through a merger between
      Breakthrough and a wholly owned subsidiary of the Company, or an exchange of
      shares of stock of Breakthrough for shares of common stock (“Common Stock”) of
      the Company (the “Merger”).





The
      Letter of Intent provides that a condition to the closing of the merger (the
      “Closing”) will be the completion of a private placement of securities raising
      gross proceeds of at least $14 million (the “Offering”). Breakthrough will
      engage a placement agent for the Offering, and the parties desire the Offering
      to be completed no later than May 15, 2008.





The
      Letter of Intent contemplates that after the Merger, the shareholders of
      Breakthrough immediately prior to the Closing, along with new investors in
      the
      Offering, will hold 96% of the fully-diluted Common Stock of the Company, the
      stockholders of the Company immediately prior to the Closing will hold 3.6%
      of
      the fully-diluted Common Stock of the Company, and a consultant will hold 0.4%
      of the fully-diluted Common Stock of the Company.





The
      Letter of Intent further contemplates that, as a condition to the Merger,
      certain current shareholders of the Company will receive piggyback registration
      rights with respect to all shares of Common Stock owned by them. Even if
      registered, the shares held by one of these shareholders would be subject to
      a
      lock-up permitting sale starting six months after the effectiveness of the
      registration statement with respect to shares underlying securities issued
      in
      the Offering.





The
      completion of the Merger is subject to certain conditions to closing, including
      but not limited to, the negotiation and execution of various agreements, the
      delivery of audited financial statements of Breakthrough prepared in accordance
      with GAAP, and required board, stockholder and member approvals.





Subject
      to the satisfaction of the above conditions and other customary conditions,
      the
      Merger is expected to close by May 15, 2008. However, there can be no assurance
      that the Merger will be completed.





**9.**
              **Subsequent
                  Event**




On
      January 10, 2008, the Company’s Board of Directors authorized a 1-for-20 reverse
      stock split (“Reverse Split”) of the Company’s common stock outstanding on
      January 10, 2008, with special treatment for certain of the Company’s
      stockholders to preserve round lot stockholders.





In
      accordance with the Nevada Revised Statutes (the “NRS”), the Company obtained
      approval of the Reverse Split from the holders of a majority of the issued
      and
      outstanding shares of Common Stock entitled to vote thereon as of January 10,
      2008.





In
      accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as amended
      (the “Exchange Act”) the Company filed an information statement on Schedule 14C
      (the “Information Statement”)
      with the Securities and Exchange Commission (the “SEC”) and mailed the same to
      all stockholders of the Company in connection with the Reverse Split.




It
      is
      anticipated that the 82,834,064 shares of common stock issued and outstanding
      as
      of January 10, 2008 will be reduced to approximately 4,141,703 shares of common
      stock issued and outstanding upon completion of the Reverse Split.





F-15




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





None.





**Item
        8A. 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 reports filed pursuant to the
        Exchange Act is recorded, processed, summarized and reported within the time
        periods specified in the SEC’s rules, regulations and related forms, and that
        such information is accumulated and communicated to our principal executive
        officer and principal financial officer, as appropriate, to allow timely
        decisions regarding required disclosure.
 
 Our
        management is also responsible for establishing and maintaining adequate
        internal control over financial reporting.  The Company’s 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.
 
 Our
        internal control over financial reporting includes those policies and procedures
        that:
 ·
            Pertain
                to the maintenance of records that, in reasonable detail, accurately
                and
                fairly reflect the transactions and dispositions of the assets of
                the
                Company; ·
            Provide
                reasonable assurance that transactions are recorded as necessary
                to permit
                preparation of financial statements in accordance with generally
                accepted
                accounting principles, and that our receipts and expenditures are
                being
                made only in accordance with authorizations of the Company’s management
                and directors; and ·
            Provide
                reasonable assurance regarding prevention or timely detection of
                unauthorized acquisition, use or disposition of our assets that could
                have
                a material effect on the financial
                statements. 
 As
        of
        December 31, 2007, we carried out an evaluation, under the supervision and
        with
        the participation of our principal executive officer and our principal financial
        officer of the effectiveness of the design and operation of our disclosure
        controls and procedures. Based on this evaluation, our principal executive
        officer and our principal financial officer concluded that our disclosure
        controls and procedures were effective as of the end of the period covered
        by
        this report.
 
 There
        have been no changes in our internal control over financial reporting during
        the
        quarter ended December 31, 2007 that have materially affected, or are
        reasonably likely to materially affect, our internal control over financial
        reporting.
 
 Management’s
        Report on Internal Control Over Financial Reporting.
 **-------------------------------------------------------------------------------------------**
 
 Our
        management is responsible for establishing and maintaining adequate internal
        control over financial reporting, as such term is defined in Rule 13a-15(f)
        of the Securities & Exchange Act of 1934 (“Exchange Act”). Under the
        supervision and with the participation of our principal executive officer
        and
        principal financial officer, we conducted an evaluation of the effectiveness
        of
        our internal control over financial reporting based on the framework in Internal
        Control—Integrated Framework issued by the Committee of Sponsoring Organizations
        of the Treadway Commission. Based on our evaluation under the framework in
        Internal Control—Integrated Framework, our management concluded that our
        internal control over financial reporting was effective as of December 31,
        2007.
  This
        annual report does not include an attestation report of the Company’s registered
        public accounting firm regarding internal control over financial reporting.
        Management’s report was not subject to attestation by the Company’s registered
        public accounting firm pursuant to temporary rules of the SEC that permit
        the
        Company to provide only management’s report in this annual report.
  Item
        8B.
        Other Information.


None.




15




**PART
      III**





**Item
      9. Directors and Executive Officers of the Registrant.**





(a)
      Identification of Directors and Executive Officers. The following table sets
      forth certain information regarding the Company’s directors and executive
      officers for the fiscal year ended December 31, 2007:





Name
            
            Age
            
            Position
            
            TermKevin
                R. Keating
            
            66
            
            President,
                Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer,
                and Director
            
            February
                22, 2007 thru PresentGeoffrey
                O’Neill
            
            58
            
            President
                and Director
            
            May
                2, 2005 thru February 22, 2007*David
                R. Koos
            
            49
            
            Secretary,
                Chief Executive Officer, Chief Financial Officer and Chairman of
                the
                Board
            
            May
                2, 2005 thru February 22, 2007Brain
                F. Pockett
            
            54
            
            Chief
                Operating Officer and Managing Director
            
            May
                2, 2005 thru February 22, 2007





*
            Mr.
                O’Neill, Mr. Koos and Mr. Pockett each resigned from their respective
                positions on February 22, 2007 in connection with the Change in Control.





The
      Company’s officers are elected by the Board of Directors and their terms of
      office are, except to the extent governed by employment contract, at the
      discretion of the Board of Directors. The
      Company’s directors
      serve until the next annual meeting of stockholders or until their successors
      are elected and qualified.




**Kevin
      R. Keating** ,
      our
      President, Secretary, Treasurer, Chief Executive Officer, Chief Financial
      Officer, and Director, is the Managing Member of Vero Management,
      LLC, which provides managerial, administrative, and financial consulting
      services for micro-cap public companies, including us.  For more than 40
      years he has been engaged in various aspects of the
      investment business.  Mr. Keating began his Wall Street career with
      the First Boston Corporation in New York in 1965. From 1967 through 1974,
      Mr. Keating was employed by several institutional research
      boutiques where he functioned as Vice President Institutional Equity Sales.
      From
      1974 until 1982, Mr. Keating was the President and Chief Executive Officer
      of Douglas Stewart, Inc., a New York Stock Exchange member firm. From 1982
      through 2006, he was associated with a variety of securities firms as a
      registered representative servicing the investment needs of high net worth
      individual investors.




Additionally,
      Mr. Keating currently serves as director of the following companies: 99 Cent
      Stuff, Inc., Blue Holdings, Inc., DigitalFX International, Inc. and Bonds.com
      Group, Inc. Mr. Keating serves as the sole officer and director of Catalyst
      Lighting Group, Inc., which trades on the OTCBB under the symbol “CYSU.OB.”. Mr.
      Keating serves as an officer and director of QuikByte Software, Inc., which
      trades on the OTCBB under the symbol “QBYT.OB.”. Mr. Keating is also the sole
      officer and director of Wentworth IV, Inc., Wentworth V, Inc., Wentworth VI,
      Inc., Wentworth VII, Inc. and Wentworth VIII, Inc., all of which are
      publicly-reporting, non-trading, blank check, shell companies.





(b)
      Significant Employees.





As
      of the
      date hereof, the Company has no significant employees.




(c)
      Family Relationships.





At
      present, we contemplate that at least one of the finders of business
      combinations for the Company will be Keating Investments, LLC, a Delaware
      limited liability company and an SEC Registered Investment Advisor. Timothy
      J.
      Keating, who beneficially owns 84.5% of our issued and outstanding Common Stock
      and is also the son of Kevin R. Keating, our President, is the Managing Member
      of, and holds approximately a 60% interest in, Keating Investments, LLC.




16





(d)
      Involvement in Certain Legal Proceedings.





There
      have been no events under any bankruptcy act, no criminal proceedings and no
      judgments, injunctions, orders or decrees material to the evaluation of the
      ability and integrity of any director, executive officer, promoter or control
      person of Registrant during the past five years.





**Compliance
      with Section 16(a) of the Exchange Act**





Section 16(a)
      of the Exchange Act requires the Company’s directors and officers, and persons
      who beneficially own more than 10% of a registered class of the Company’s equity
      securities, to file reports of beneficial ownership and changes in beneficial
      ownership of the Company’s securities with the SEC on Forms 3, 4 and 5.
      Officers, directors and greater than 10% stockholders are required by SEC
      regulation to furnish the Company with copies of all Section 16(a) forms
      they file.





Based
      solely on the Company’s review of the copies of the forms received by it during
      the fiscal year ended December 31, 2007 and written representations that no
      other reports were required, the Company believes that the following persons
      who, at any time during such fiscal year, was a director, officer or beneficial
      owner of more than 10% of Common Stock failed to comply with all
      Section 16(a) filing requirements during such fiscal year:


Name
              
              Number
                  of Late Reports
              
              Number
                  of Transactions Not Reported on a Timely BasisGeoffrey
                  O’Neill
              
              1
              
              1David
                  R. Koos
              
              1
              
              1Brain
                  F. Pockett
              
              1
              
              1




**Code
      of Ethics**





On May
      23, 2005 ,
      Company
      adopted a formal code of ethics statement for senior officers and directors
      (the
“Code of Ethics”) that is designed to deter wrongdoing and to promote ethical
      conduct and full, fair, accurate, timely and understandable reports that the
      Company files or submits to the SEC and others.  A copy of the Code of
      Ethics is attached hereto as Exhibit 14.1.





**Nominating
      Committee**





We
      have
      not adopted any procedures by which security holders may recommend nominees
      to
      our Board of Directors.





**Audit
      Committee**





The
      Board
      of Directors acts as the audit committee. The Company does not have a qualified
      financial expert at this time because it has not been able to hire a qualified
      candidate. Further, the Company believes that it has inadequate financial
      resources at this time to hire such an expert. The Company intends to continue
      to search for a qualified individual for hire.




17





**Item
      10. Executive Compensation.**





The
      following table summarizes the total compensation paid by the Company to those
      individuals who served as executive officers during all or a portion of the
      fiscal years ended December 31, 2007, 2006 and 2005.





Compensation
      Table




(a)
              
              (b)
              
              (c)
              
              (d)
              
              (e)
              
              (f)
              
              (g)
              
              (h)
              
              (i)
              
              (j)Name
                  and Principal Position
              
              Year
              
              Salary
                  ($)
              
              Bonus
                  ($)
              
              Stock
                  Awards ($)
              
              Option
                  Awards ($)
              
              Non-equity
                  Incentive Plan Compensation ($)
              
              Non-qualified
                  Deferred Compensation Earnings
                ($)
              
              All
                  Other Compensation
                ($)
              
              Total
                  Compensation
                ($)Kevin
                  R. Keating (1)
              
              
              2007
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              0David
                  R. Koos (2)
              
              
              2007
                2006
                2005
              
              $
                $
                $
              0
                200,000
                83,333
              
              $
                $
                $
              0
                0
                0
              
              $
                $
                $
              0
                0
                0
              
              $
                $
                $
              0
                0
                0
              
              $
                $
                $
              0
                0
                0
              
              $
                $
                $
              0
                0
                0
              
              $
                $
                $
              0
                0
                0
              
              $
                $
                $
              0
                200,000
                83,333Brian
                  F. Pockett (3)
              
              
              2007
                2006
                2005
              
              $
                $
              0
                120,000
                59,831
              
              $
                $
              0
                0
                1,270
              
              $
                $
              0
                0
                0
              
              $
                $
              0
                0
                0
              
              $
                $
              0
                0
                0
              
              $
                $
              0
                0
                0
              
              $
                $
              0
                0
                0
              
              $
                $
              0
                120,000
                61,101Geoffrey
                  O'Neill (4)
              
              
              2007
                2006
                2005
              
              $
                $
                $
              0
                120,000
                59,831
              
              $
                $
                $
              0
                0
                0
              
              $
                $
                $
              0
                0
                0
              
              $
                $
                $
              0
                0
                0
              
              $
                $
                $
              0
                0
                0
              
              $
                $
                $
              0
                0
                0
              
              $
                $
                $
              0
                0
                0
              
              $
                $
                $
              0
                120,000
                59,831


(1)
            Kevin
                R. Keating has served as President, Secretary, Treasurer, Chief Executive
                Officer, Chief Financial Officer and sole director of the Company
                since
                February 22, 2007.





(2)
            David
                R. Koos served as the Chief Executive Officer, Chief Financial Officer
                and
                Secretary of the Company until he resigned onFebruary
                22, 2007 in connection with the Change in Control.Mr.
                Koos had earned but unpaid salary for 2005 of $83,335. During 2006,
                the
                Company issued an aggregate of 2,766,666 shares of Common Stock to
                Mr.
                Koos in lieu of the cash payment of his earned but unpaid salary
                for 2005.
                The value of these shares at the time of issuance as determined by
                the
                Board equaled the amount of the earned but unpaid salary. These shares
                were issued to Bombardier. Mr. Koos earned $200,000 in salary in
                2006, of
                which $70,000 was paid in 2006 and $130,000 was earned and unpaid
                salary
                for which Mr. Koos was issued an aggregate of 3,301,025 shares of
                Common
                Stock on December 21, 2006 (the “December 2006 Shares”). On January 26,
                2007, the December 2006 Shares were
                canceled.





(3)
            Brian
                F. Pockett's served as the Chief Operating Officer and Managing Director
                of the Company until he resigned onFebruary 22, 2007 in connection with the Change in Control. Mr.
                Pockett’s2005 salary and bonus was $59,831 and $1,270, respectively, of which
                $11,101 was paid in 2005 and $50,000 was earned and unpaid at December
                31,
                2005. During 2006, the issued an aggregate of 1,666,667 shares of
                Common
                Stock to Mr. Pockett in lieu of the cash payment of his earned but
                unpaid
                salary for 2005. The value of these shares at the time of issuance
                as
                determined by the Board equaled the amount of the earned but unpaid
                salary. Mr. Pockett earned $120,000 in salary in 2006, of which $42,000
                was paid in 2006 and $78,000 was earned and unpaid salary for which
                Mr.
                Pockett was issued an aggregate of 1,802,867 shares of Common Stock
                on
                December 21, 2006 (the “December 2006 Shares”). On January 26, 2007, the
                December 2006 Shares were canceled.





(4)
            Geoffrey
                O'Neill served as the President of the Company until he resigned
                onFebruary 22, 2007 in connection with the Change in Control.Mr.
                O'Neill's 2005 salary was $59,831, of which $9,831 was paid in 2005
                and
                $50,000 was earned and unpaid at December 31, 2005. During 2006,
                the
                Company issued an aggregate of 1,666,667 shares of Common Stock to
                Mr.
                O’Neill in lieu of the cash payment of his earned but unpaid salary
                for
                2005. The value of these shares at the time of issuance as determined
                by
                the Board equaled the amount of the earned but unpaid salary. Mr.
                O'Neill
                earned $120,000 in salary in 2006, of which $28,000 was paid in 2006
                and
                $92,000 was earned and unpaid salary for which Mr. O'Neill was issued
                an
                aggregate of 2,336,108 shares of Common Stock on December 21, 2006
                (the
                “December 2006 Shares”). On January 26, 2007, the December 2006 Shares
                were canceled.




18




**Director
      Compensation**





We
      do not
      currently pay any cash fees to our directors, nor do we pay directors’ expenses
      in attending board meetings.




**Employment
      Agreements**





The
      Company is not a party to any employment agreements.





**Consulting
      Agreements**




Effective
      February 26, 2007, the Company entered into a consulting agreement (the
“Consulting Agreement”) with GFI and KI Equity, pursuant to which GFI provided
      KI Equity and the Company certain services, including but not limited to
      conducting due diligence investigations, assisting in the preparation of SEC
      filings, structuring, evaluating and executing business transactions, business
      combinations and mergers, recommending and advising on corporate and strategic
      matters, and reviewing financial and accounting matters. In
      consideration for these services, GFI received a cash payment of $25,000 and
      1,700,000 shares of Common Stock, valued at $17,000. GFI was also to be
      reimbursed for any out-of-pocket expenses incurred by GFI in connection with
      its
      services, provided such expenses were approved in advance. As of the date
      hereof, the Company has no outstanding obligations under the Consulting
      Agreement. A copy of the Consulting Agreement is attached hereto as Exhibit
      10.2.





Effective
      February 27, 2007, the Company entered into a management agreement (the
“Management Agreement”) with Vero, pursuant to which Vero agreed to provide a
      broad range of managerial and administrative services to the Company including,
      but not limited to, assistance in the preparation and maintenance of the
      Company’s financial books and records, the filing of various reports with the
      appropriate regulatory agencies as are required by State and Federal rules
      and
      regulations, the administration of matters relating to the Company’s
      shareholders including responding to various information requests from
      shareholders as well as the preparation and distribution to shareholders of
      relevant Company materials, and to provide office space, corporate identity,
      telephone and fax services, mailing, postage and courier services. In exchange
      for Vero’s services to the Company, the Company agreed to pay Vero a monthly fee
      equal to $1,000. The initial term of the Management Agreement is twelve months
      and may be terminated upon written notice by either party at any time. At the
      end of the initial twelve month term, the Management Agreement will continue
      to
      remain in effect until terminated in writing by either party. A copy of the
      Management Agreement is attached hereto as Exhibit 10.3.




19





**Item
      11. Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.**





The
      following tables set forth certain information as of March 26, 2008 regarding
      (i) each person known by the Company to be the beneficial owner of more than
      5%
      of the outstanding shares of Common Stock, (ii) each director, nominee and
      executive officer of the Company and (iii) all officers and directors as a
      group, on a post reverse split basis.





Name
                and Address
            
            Amount
                and Nature of
              Beneficial
                Ownership
            
            Percentage
                of ClassKevin
                R. Keating (1)
              190
                Lakeview Way
              Vero
                Beach, FL 32963
            
            
            85,000
            
            
            2.1
            %KI
                Equity Partners IV, LLC (2)
              c/o
                Timothy J. Keating, Manager
              5251
                DTC Parkway, Suite 1000
              Greenwood
                Village, Colorado 80111
            
            
            3,500,000
            (3)
            
            84.5
            %All
                Directors and Officers as a Group
              (1
                individual)
            
            
            85,000
            
            
            2.1
            %







(1)
            Kevin
                R. Keating is the President, Secretary, Treasurer, Chief Executive
                Officer, Chief Financial Officer and sole director of the
                Company.




(2)
            Timothy
                J. Keating, the son of Kevin R. Keating, our sole officer and director,
                serves as the Manager of KI Equity.




(3)
            As
                Manager of KI Equity, Timothy J. Keating has sole investment and
                voting
                control over the shares of Common Stock owned by KI Equity, and
                accordingly, he may be deemed beneficial owner thereof.





**Item
      12. Certain Relationships and Related Transactions.**





Kevin
      R.
      Keating, our sole officer and director, owns and controls Vero and is the father
      of Timothy J. Keating, the principal member of Keating Investments, LLC. Keating
      Investments, LLC is the managing member of KI Equity, the controlling
      stockholder of the Company. Timothy J. Keating is the manager of KI
      Equity.





Except
      as
      otherwise indicated herein, there have no related party transactions, or any
      other transactions or relationships required to be disclosed pursuant to Item
      404 of Regulation S-B.




20





**Item
      13. Exhibits.**


Exhibit
              
              Description*2.1
              
              Purchase
                  Agreement by and between Frezer, Inc. and KI Equity Partners IV,
                  LLC,
                  dated February 1, 2007.**2.2
              
              Indemnity
                  Agreement by and between Frezer, Inc., David R. Koos, Brian F.
                  Pockett,
                  Geoffrey O’Neill, and Bombardier Pacific Ventures, Inc., dated February
                  22, 2007.**2.3
              
              Release
                  Agreement by and between Frezer, Inc., David R. Koos, Brian F.
                  Pockett,
                  Geoffrey O’Neill, and Bombardier Pacific Ventures, Inc., dated February
                  22, 2007.***3.1
              
              Certificate
                  of Incorporation.****3.2
              
              Certificate
                  of Amendment of Articles of Incorporation.***3.3
              
              By-Laws.**4.1
              
              Registration
                  Rights Agreement by and between Frezer, Inc. and KI Equity Partners
                  IV,
                  LLC, dated February 22, 2007.******10.1
              
              Letter
                  of Intent, dated November 7, 2007.*****10.2
              
              Consulting
                  Agreement by and among the Company, KI Equity Partners IV, LLC
                  and Garisch
                  Financial, Inc., dated February 26, 2007.*****10.3
              
              Management
                  Agreement by and between the Company and Vero Management, LLC,
                  dated
                  February 27, 2007.*****10.4
              
              Registration
                  Rights Agreement by and between the Company and Kevin R. Keating,
                  dated
                  February 27, 2007.***14.1
              
              Corporate
                  Code of Ethics, adoptedMay
                  23, 2005.31.1
              
              Certification
                  of the Company’s Principal Executive Officer and Principal Financial
                  Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
                  with
                  respect to the registrant’s Annual Report on Form 10-KSB for the year
                  ended December 31, 2007.32.1
              
              Certification
                  of the Company’s Principal Executive Officer and Principal Financial
                  Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
                  to Section
                  906 of the Sarbanes Oxley Act of
                  2002.




*
            Filed
                as an exhibit to the Company's Current Report on Form 8-K, as filed
                with
                the Securities and Exchange Commission on February 2, 2007, and
                incorporated herein by this
                reference.





**
            Filed
                as an exhibit to the Company's Current Report on Form 8-K, as filed
                with
                the Securities and Exchange Commission on February 23, 2007, and
                incorporated herein by this
                reference.





***
                Filed
                    as an exhibit to the Company's Registration Statement on Form
                    10-SB, as
                    filed with the Securities and Exchange Commission on June 1,
                    2005, and
                    incorporated herein by this
                    reference.





****
            Filed
                as an exhibit to the Company's Current Report on Form 8-K, as filed
                with
                the Securities and Exchange Commission on April 16, 2007, and incorporated
                herein by this reference.





*****
            Filed
                as an exhibit to the Company's Quarterly Report on Form 10-QSB, as
                filed
                with the Securities and Exchange Commission on May 14, 2007, and
                incorporated herein by this
                reference.





******
            Filed
                as an exhibit to the Company's Current Report on Form 8-K, as filed
                with
                the Securities and Exchange Commission on November 13, 2007, and
                incorporated herein by this
                reference.




21




**Item
      14. Principal Accountant Fees and Services**





Chang
      G.
      Park, CPA is the
      Company's independent registered public accounting firm.




**Audit
      Fees**





The
      aggregate fees billed by Chang
      G.
      Park, CPA for professional services rendered for the audit of our annual financial statements
      and review of financial statements included in our quarterly reports on Form
      10-QSB or services that are normally provided in connection with statutory
      and
      regulatory filings were $15,000 for the fiscal year ended December 31, 2007
      and
      $18,900 for fiscal year ended December 31, 2006.





**Audit-Related
      Fees**





There
      were no fees billed by Chang
      G.
      Park, CPA 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 years ended December 31, 2007 and 2006.





**Tax
      Fees**





There
      were no fees billed by Chang
      G.
      Park, CPA for
      professional services for tax compliance, tax advice, and tax planning for
      the
      fiscal years ended December 31, 2007 and 2006.





**All
      Other Fees**





There
      were no fees billed by Chang
      G.
      Park, CPA for
      other products and services for the fiscal years ended December 31, 2007 and
      2006.




**Audit
      Committee’s Pre-Approval Process**





The
      Board
      of Directors acts as the audit committee of the Company, and accordingly, all
      services are approved by all the members of the Board of Directors.




22




**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, thereunto duly authorized.


**FREZER, INC.**Dated:
              March 26, 2008
            By:
            /s/
              Kevin R. KeatingKevin
                R. Keating
              President,
                Secretary, Treasurer, Chief Executive Officer,
              Chief
                Financial Officer and Director




23