**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D. C. 20549**




**FORM
      10-KSB/A**


Amendment
      No. 1




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


**SECURITIES
      EXCHANGE ACT OF 1934**




For
      the
      Year Ended December 31, 2006




File
      Number: 000-51336




**FREZER,
      INC.**


(Exact
      name of registrant as specified in its charter)




NEVADA
            20-2777600(State
                of jurisdiction of Incorporation)
            (I.R.S.
                Employer Identification No.)




936
                Beachland Blvd.,
              Suite
                13
              Vero
                Beach, FL
            32963(Address
                of principal executive offices)
            (Zip
                Code)




(772) 231-7544


(Registrants
      telephone number, including area code)




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




Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or 15(d) of the Exchange Act. Yes [___] No [X]




Indicate
      by check mark whether the Registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the Registrant was required
      to file such reports) and (2) has been subject to such filing requirements
      for
      the past 90 days.


Yes
      [X] No
      [ ]




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, 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 or any
      amendment to this Form 10-KSB.


Yes
      [X] No
      [ ]




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes
      [ ]
      No[X]




The
      issuer
      had no revenues for the year ended December 31, 2006.




As
      of
      February 2, 2007, 15,534,064 shares of the registrant's Common Stock were
      outstanding. The aggregate market value of the voting common equity held by
      non-affiliates (based on the closing bid price of $0.11 as reported on February
      2, 2007 by the NASD Over-the-Counter Bulletin Board) was approximately $383,045.




DOCUMENTS
      INCORPORATED BY REFERENCE: None




1





THE
      STATEMENTS CONTAINED IN THIS REPORT ON FORM 10-KSB THAT ARE NOT HISTORICAL
      FACTS
      ARE “FORWARD-LOOKING STATEMENTS (AS THAT TERM IS DEFINED IN THE PRIVATE
      SECURITIES LITIGATION REFORM ACT OF 1995), THAT CAN BE IDENTIFIED BY THE USE
      OF
      FORWARD-LOOKING WORDS SUCH AS “BELIEVES, “EXPECTS, “MAY,” “WILL,” “SHOULD,” OR
“ANTICIPATES,” OR THE NEGATIVE OF THESE WORDS OR OTHER VARIATIONS OF THESE WORDS
      OR COMPARABLE WORDS, OR BY DISCUSSIONS OF STRATEGY THAT INVOLVE RISKS AND
      UNCERTAINTIES. MANAGEMENT WISHES TO CAUTION THE READER THAT THESE
      FORWARD-LOOKING STATEMENTS INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING
      THE PLANNED EFFORTS TO IMPLEMENT THE COMPANY’S BUSINESS PLAN, , OUR PLANNED
      PRODUCTS, AND ANY OTHER EFFORTS THAT THE COMPANY INTENDS TO TAKE IN AN ATTEMPT
      TO GROW THE COMPANY, ENHANCE SALES, ATTRACT & RETAIN QUALIFIED PERSONNEL,
      AND OTHERWISE EXPAND THE COMPANY’S BUSINESS ARE NOT HISTORICAL FACTS AND ARE
      ONLY PREDICTIONS. NO ASSURANCES CAN BE GIVEN THAT SUCH PREDICTIONS WILL PROVE
      CORRECT OR THAT THE ANTICIPATED FUTURE RESULTS WILL BE ACHIEVED. ACTUAL EVENTS
      OR RESULTS MAY DIFFER MATERIALLY EITHER BECAUSE ONE OR MORE PREDICTIONS PROVE
      TO
      BE ERRONEOUS OR BECAUSE OF THE CONTINUING RISKS AND UNCERTAINTIES FACING THE
      COMPANY. SUCH RISKS INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING: BUSINESS
      (OR
      SYSTEMATIC) RISK ASSOCIATED WITH AN EARLY STAGE COMPANY, UNSYSTEMATIC RISK,
      AND
      POLITICAL RISK. FURTHER, BECAUSE OF THE SMALL SIZE OF THE COMPANY, THE COMPANY’S
      LIMITED FINANCIAL AND MANAGERIAL RESOURCES AND THE CONTINUING COMPETITIVE
      PRESSURES AND UNCERTAINT REGULATORY ENVIRONMENT, ANY ONE OR MORE OF THESE AND
      OTHER RISKS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FUTURE
      RESULTS INDICATED, EXPRESSED, OR IMPLIED IN SUCH FORWARD-LOOKING STATEMENTS.
      ALL
      REFERENCES TO “FREZER,” “WE,” “COMPANY,” OR “US” CONTAINED WITHIN THIS FORM
      10-KSB REFER TO FREZER, INC.





**PART
       I**




**Item
      1. Description of Business**




Business
      development .




Frezer
      Inc. (“Frezer” or the “Company”) was incorporated in the State of Nevada on May
      2, 2005.  Frezer 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 our 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 our common stock for
      every
      one share of BMXG common stock held on the record date. The distribution was
      paid on June 15, 2005.  In addition, each BMXG stockholder received, by
      means of an Information Statement, information regarding the distribution.




From
      inception to July 11, 2006 our objective was to operate in the field of stem
      cell banking and regenerative medicine. On July 11, 2006, our Board of Directors
      unanimously approved resolutions to abandon all plans to develop a stem cell
      banking facility and market that facility's services. This change represented
      a
      significant departure from the earlier plans that we had established. The action
      of the Board of Directors followed an extensive review by our Board. This
      consisted of reviewing our current and prospective financial, managerial, and
      marketing resources together with an evaluation of the competitive and operating
      environment facing us. The Board also noted our limited financial resources
      and
      the continuing need to focus the resources effectively.




With
      these
      decisions, the Board has determined that we will devote our energies primarily
      to:




·
            The
                development and marketing of intellectual property relating to the
                Cryo-Chip; and




·
            The
                development and marketing of intellectual property relating to Cryogenic
                Storage tank modifications for increased storage
                capacity.




The
      Board's decision was also motivated by our inability, since inception, to locate
      space suitable for the operation of a stem cell banking facility on reasonable
      terms and the apparent prospect that we continue to face continuing difficulties
      to obtaining suitable space.




While
      we
      believe that these decisions will better serve the interests of our
      shareholders, there can be no assurance that we will achieve our objectives
      or,
      if we achieve any one or more of our objectives, that we can do so on reasonable
      terms in light of our current financial condition.




2





The
      Company maintains a website at  www.frezer.net. This website is currently
      under construction. The information contained on our website is not a part
      of,
      and should not be construed as being incorporated by reference into, this Form
      10-KSB.




Business
      of the Company; Principal Products and Services .




**Cryo-Chip** .




We
      are in
      the process of developing a product, which we call the Cryo-Chip, based on
      a new
      application of currently existing technology. The Cryo-Chip is similar to a
      computer chip that can be used to provide an extensive line of stem cells for
      research and development. Each Cryo-Chip can hold numerous, defined  stem
      cells that can be used for different studies allowing  multiple data points
      to be examined in relatively short periods of time. Each chip then can be stored
      in a cryogenic storage unit. Benefits of this technology include:




·
            Less
                abrasive wear to stored specimen.




·
            Requires
                only one permanent treatment.




·
            Elimination
                of thermal shock to the specimens through a dry, computer controlled
                process.




·
            Increased
                durability and wear life of chips.




·
            Relaxation
                of internal stresses to stored
                specimens.




·
            Reduced
                down time, less maintenance and higher
                productivity.




·
            Deep
                cryo processing which is compatible with other
                treatments.




We
      plan to
      develop, manufacture and market the Frezer Cryo-Chips.  Each chip will have
      a wide range of temperatures for physicists, chemists, materials scientists
      and
      device engineers. Principal users of the Frezer Cryo-Chip will be Research
      Laboratories. The technology for both cryo and computer chips have been used
      for
      years, but the process of combining them together for stem cell research is
      in
      its infancy.




We
      are
      currently in the concept stage of this product, and there is no assurance as
      to
      when or if we will be able to successfully commercialize this product and/or
      protect our intellectual property related to this product. We estimate that
      it
      will require approximately $1,825,000 to $1,875,000 to develop and commercialize
      this product.  If funding becomes available as needed, we estimate
      commercialization within twelve to eighteen months from receipt of funding,
      but
      we can give no assurance that such commercialization will be achieved within
      that time frame, if at all.




We
      currently plan to fund the majority of this product development from a
      combination of equity and/or debt financing and our future cash flow (if any).
       We can give no assurance if and when such financing and cash flow might
      become available to us.




**Cryogenic
      Stem Cell Storage Container** .




We
      are
      also in the concept stage of the development of a new smaller cryogenic
      container which, once developed, will give cryogenic storage facilities greater
      cost efficiency and increased profitability by enabling them to store more
      specimens per storage tank, thus making them more cost efficient and
      profitable.




We
      believe
      it will require an estimated $800,000 to complete the development and
      commercialization of our Cryogenic Stem Cell Storage Container. We currently
      plan to fund the majority of this product development from a combination of
      equity and/or debt financing and our future cash flow (if any). We can give
      no
      assurance if and when such financing and cash flow might become available to
      us.




3







**Manufacture;
      Distribution and Marketing** .




We
      believe
      it will also require an estimated $1,400,000 to manufacture and market our
      products once commercialized.




We
      intend
      to initially market our Cryogenic Stem Cell Storage Container to cryogenic
      tank
      manufacturers, cryogenic storage banks including cord blood banks (both private
      and public), blood banks, sperm banks, bone marrow banks, hospitals, cancer
      centers, fertility clinics, and veterinary blood banks and stem cell labs.
      As
      market penetration is achieved and as our reputation grows, we also anticipate
      demand for our containers from research and development laboratories.




We
      plan to
      initially utilize an outside sales force having the capability to visit both
      current and prospective clients, demonstrate our system, and inform the
      prospective client as to how their individual business can benefit from using
      our product lines. As growth warrants, we intend to establish our own dedicated
      sales force.




We
      also
      anticipate participating in several trade shows and conventions such as the
      American Association of Blood Banks Annual Meeting & TXPO, Annual Meeting
      and Clinical Lab Expo, FIME International Medical Expo. Our focus at these
      conventions will be to appeal to each company directly by educating them as
      to
      how enhancing the storage capacity of each of their cryogenic storage tanks
      can
      improve their profitability.




The
      Cryo-Chip, being a much more complex instrument, will be marketed almost
      exclusively to research and development companies. Although we intend to
      initially target those involved directly in stem cell and stem cell related
      research, we believe that pharmaceutical and drug delivery companies will in
      the
      future, have a demand for our products.




As
      part of
      our marketing strategy, we plan to offer comprehensive sales and customer
      service telephone support as well establishing an interactive web site which
      will display our full product line and allow present and prospective customers
      to familiarize themselves with our technology allow our clients to reorder
      supplies and track the processing and shipment of their order.




**Competitive
      Business Conditions** .




We
      are an
      insignificant participant among the companies which engage in stem cell storage
      containers and stem cell research and development. There are many established
      venture capital backed concerns that have significantly greater financial and
      personnel resources and technical expertise than we have. In view of our limited
      financial resources and limited management availability, we will continue to
      be
      at a significant competitive disadvantage compared to our competitors. As a
      result, we may not be able to achieve our objectives.




**Sources
      of Material** .




We
      intend
      to source materials from a variety of vendors as the materials required by
      us
      are widely available on competitive terms and conditions.




**Patents
      and Trademarks** .




We
      are
      currently engaged in the research and development of our proprietary technology
      for a computer chip that can be used to provide a line of stem cells for
      research and development, which we commonly refers to a the “Cryo-Chip.” We
      filed a U.S. provisional patent application for a “Multi-Well Cell Culture
      Plate” with the U.S. Patent and Trademark Office on August 22, 2006. There are
      no assurances that we will have sufficient funds to further prosecute this
      patent application and, even if we have such funds, whether such prosecution
      will be successful.




**Government
      Regulations** .




A
      significant factor in the production and marketing of our products is regulation
      by the applicable governmental authorities in the United States, including
      the
      United States Food and Drug Administration (“ FDA”), and those in other
      countries in which we distribute or intend to distribute our products. These
      regulatory agencies must approve our products before we can market them in
      the
      applicable regions.




4





The
      FDA
      typically categorizes medical devices into three regulatory classifications
      subject to varying degrees of regulatory control:




CLASS
      I:
      Subject to the least regulatory control. Requires compliance with labeling
      and
      record keeping regulations.




CLASS
      II:
      Subject to performance standard and other general controls.




CLASS
      III:
      Requires clinical testing to assure safety and effectiveness. Subject to other
      general controls.




We
      believe
      that our proprietary Cryogenic Stem Cell Storage Container designs fall under
      the FDA’s CLASS I regulatory category. We view the Cryo-Chip as a CLASS I
      device, as it is non-invasive.




The
      FDA
      also regulates the processes and facilities used to manufacture medical devices
      and related products. In order to market devices and products that are approved
      by the FDA, the manufacturer’s quality control and manufacturing procedures must
      conform to the FDA’s Good Manufacturing Practice (GMP) regulations. The GMP
      regulations cover the design, packaging, labeling and manufacturing of medical
      devices. We must consistently spend the necessary time and resources in all
      areas of production and quality control to ensure full technical compliance
      with
      all FDA regulations.




The
      Company’s products may also be subject to foreign regulatory approval before
      they may be marketed abroad.




The
      cost
      of complying with and the effect of existing environmental laws do not have
      a
      material effect on our operations, nor do we believe that we will be materially
      effected by existing environmental laws in the future. We are not aware of
      any
      pending environmental laws which would have a material effect on
      us.




**Number
      of Employees** .




We
      currently employ three (3) full time employees and 0 part time employees.




**Recent
      Developments** .




On
      February 1, 2007, Frezer and KI Equity Partners IV, LLC (“KI Equity”) entered
      into a Securities Purchase Agreement (“Purchase Agreement”) under which Frezer
      will sell to KI Equity, and KI Equity will purchase from Frezer, 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 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
      United States Securities and Exchange Commission (“SEC” or “Commission”) or with
      any state securities commission in connection with the issuance of the Shares.
      However, as a condition to the closing of the transactions contemplated under
      the Purchase Agreement (“Closing”), Frezer will grant certain demand and
      piggyback registration rights to KI Equity with respect to the Shares. The
      registration rights agreement covering the foregoing registration rights will
      be
      executed by Frezer and KI Equity at the Closing.




Separately,
      Brian F. Pockett, the current Chief Operating Officer of Frezer (“Pockett”),
      Geoffrey O’Neill, the current President of Frezer (“O’Neill”), and Bombardier
      Pacific Ventures, Inc., a Nevada corporation (“Bombardier”), which is controlled
      by David R. Koos, the current Chairman and Chief Executive Officer of Frezer
      (“Koos”) have 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 is a condition of the closing of the Purchase Agreement, and
      the
      closing of the Purchase Agreement is a condition of the closing of the Stock
      Transfer.




5





Frezer
      is
      presently authorized under its Articles of Incorporation to issue 100,000,000
      shares of common stock, $0.001 par value per share. As of February 2, 2007,
      Frezer has 15,534,064 shares of its common stock issued and outstanding.
      Following the issuance of the Shares to KI Equity under the Purchase Agreement
      and KI Equity’s purchase of the Transferred Shares pursuant to the Stock
      Transfer, KI Equity will own a total of 70,000,000 shares of Frezer’s common
      stock, or approximately 88% of the total outstanding shares of Frezer’s common
      stock immediately following the Closing.




In
      connection with the Purchase Agreement, and as a condition on to the Closing,
      Koos, Pockett, O’Neill and Bombardier (individually, a “Principal” and
      collectively, the “Principals”) will agree to terminate any and all agreements
      and contracts with Frezer and irrevocably release Frezer from any and all debts,
      liabilities and obligations, pursuant to the terms and conditions of a certain
      release agreement (“Release Agreement”) to be executed at the Closing.




In
      connection with the Purchase Agreement, and as a further condition to the
      Closing, the Principals will agree to indemnity and hold Frezer harmless from
      all liabilities and obligations related to the period prior to Closing, pursuant
      to the terms and conditions of a certain indemnity agreement (“Indemnity
      Agreement”) to be executed at Closing. Pursuant to the Indemnity Agreement,
      Frezer will pay the Principals a cash payment in an amount to be determined
      prior to Closing as consideration for their agreement to indemnify Frezer.
      A
      sum of $50,000 from the consideration will be withheld from payment to the
      Principals and held in escrow for up to 90 days following the Closing to cover
      any indemnity claims.




The
      Purchase Agreement is included as Exhibit 2.1 to the Company’s Current Report on
      Form 8-K dated Febraury 1, 2007 and filed with the SEC on February 2, 2007.
      The
      Registration Rights Agreement, the Release Agreement and the Indemnity Agreement
      will be included in a Current Report to be filed with the SEC by Frezer
      following the Closing.




The
      completion of the transactions contemplated under the Purchase Agreement are
      also subject to the satisfaction of certain other contingencies including,
      without limitation, (i) the payment of all of Frezer’s liabilities and
      obligations at Closing form the proceeds of the Purchase Price (including the
      consideration payable to the Principals under the Indemnity Agreement), (ii)
      the
      cancellation of all contracts involving Frezer, (iii) the filing of this Annual
      Report on Form 10-KSB for the year ended December 31, 2006, (iv) compliance
      with
      regulatory requirements, (v) the continued quotation of Frezer’s common stock on
      the NASD Over-the-Counter Electronic Bulletin Board (“OTC BB”), (vi) delivery of
      certain legal opinions from Frezer’s counsel, (vii) the delivery of various
      closing documents, and (viii) the resignation of our existing officers and
      directors as of the Closing.




Effective
      as of the Closing, and subject to compliance with applicable regulatory
      requirements, including the preparation, filing and distribution to Frezer’s
      stockholders of this Information Statement at least ten (10) days prior to
      the
      Closing, the existing officers and directors of Frezer will resign and will
      appoint Kevin R. Keating as the sole director, President, Secretary and
      Treasurer of Frezer.




Kevin
      R.
      Keating, 66 years old, is the managing member of Vero Management,
      LLC, which provides administrative and financial consulting services for
      micro-cap public companies.  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 Company in New York in 1965.  From
      1967 through 1974, he 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 needs
      of high net worth individual investors. Additionally, Mr. Keating
      currently serves as director on the boards of Catalyst Lighting Group, Inc.,
      99
      Cent Stuff, Inc., Blue Holdings, Inc., People’s Liberation, Inc. and DigitalFX
      International, Inc. He is also the sole officer and director of Wentworth II,
      Inc., Wentworth IV, Inc. and Wentworth V, Inc., all of which are
      publicly-reporting, non-trading blank check companies.




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.




The
      parties expect the closing of the transactions under the Purchase Agreement
      to
      occur on or about February 15, 2007. However, there can be no assurances that
      the transactions under the Purchase Agreement will be completed.




6





The
      Purchase Agreement may be terminated as follows: (i) by mutual written consent,
      (ii) by either party if the purchase transaction is not consummated by February
      15, 2007, (iii) by either party if the purchase transaction is prohibited by
      issuance of an order, decree or ruling, and (iv) by either party if the other
      is
      in material breach of any representation, warranty, covenant or agreement.




The
      directors of Frezer have approved the Purchase Agreement and the transactions
      contemplated thereunder, the Indemnity Agreement, the Release Agreement and
      the
      Registration Rights Agreement.




**Item
      2.  Description of Property**.




On
      June 3,
      2005, we entered into a one-year sublease agreement with BMXG whereby we rented
      1,900 square feet of office space from BMXG.  The sublease was for a period
      of one year commencing on June 3, 2005 and expiring on June 2, 2006. The
      sublease did not contain a renewal option. Currently, we remain in the same
      location on a month-to-month arrangement with our former parent. The space
      is
      currently sufficient for our needs. Our monthly rental charges are
      $3,818.




**Item
      3.  Legal Proceedings** .




We
      are not
      aware of any legal proceedings adverse to us or which may result in a material
      adverse impact to us.




**Item
      4.  Submission of Matters to a Vote of Security
      Holders.**




During
      the
      fourth  quarter of the year ended  December 31, 2006,  no matter
      was submitted to a vote of our securities holders, whether through the
      solicitation of proxies or otherwise.






**PART
       II**




**Item
      5.  Market for Common Equity and Related Stockholder
      Matters** .




Market
      Information .




Our
      common
      stock was approved for quotation on the National Association of Securities
      Dealers OTC Bulletin Board under the symbol FRZR commencing on September 28,
      2006. Prior to that date our common stock was not eligible for trading or
      quotation on any market or stock exchange.  The table below sets forth the
      reported high and low bid prices for the periods indicated. The bid prices
      shown
      reflect quotations between dealers, without adjustment for markups, markdowns
      or
      commissions, and may not represent actual transactions in our
      securities.




Per
      Share
      Common Stock Bid Prices by Quarter




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




*
      Based on
      information obtained from www.bigcharts.com ,
      a
      service of Market Watch, Inc.




7





Holders .




As
      of
      February 2, 2006, there were approximately 539 record holders of our common
      stock and an indeterminate number of beneficial owners.




Dividends .




No
      dividends were paid during the fiscal year ending December 31, 2006. We do
      not
      expect to declare dividends for the immediate future.




Recent
      Sales of Unregistered Securities .




1.  On
      May 4,
      2005 we issued 6,035,315 shares of common stock in exchange for $50,200 in
      cash
      and $1,000 of services to Bio-Matrix Scientific Group, Inc., our former parent
      company. The shares were issued pursuant to Section 4(2) of the Securities
      Act
      of 1933, as amended (“Securities Act”). The net proceeds were used for general
      working capital purposes. No underwriters were retained to serve as placement
      agents for the sale. The shares were sold directly through our management.
      No
      commission or other consideration was paid in connection with the sale of the
      shares. There was no advertisement or general solicitation made in connection
      with this offer and sale of shares.




2.  On
      November 10, 2005, we closed the sale of 1,650,000 restricted shares of our
      common stock at an aggregate purchase price of $247,500 to two purchasers,
      both
      of whom are “accredited investors” as defined in Rule 501 of Regulation D,
      promulgated under the Securities Act. The net proceeds of the sale will be
      utilized for general working capital purposes. No underwriters were retained
      to
      serve as placement agents for the sale. These shares were sold directly through
      our management. No commission or other consideration was paid in connection
      with
      the sale of these shares. There was no advertisement or general solicitation
      made in connection with this offer and sale of shares. The offer and sale of
      these shares was exempt from the registration provisions of the Securities
      Act
      by reason of Section 4(2) thereof and Rule 506 of Regulation D thereunder.
      Management made its determination
      of the availability of such exemption based upon the facts and circumstances
      surrounding the offer and sale of these shares, including the representations
      and warranties made by the purchasers and the fact that restrictive legends
      were
      placed on, and stop transfer orders placed against, the certificates for these
      shares.




3.  On
      November 23, 2005 we closed the sale of an additional 333,333 shares of common
      stock to one purchaser, who was an accredited investor. The net proceeds of
      that
      sale, which were $100,000, will be utilized for general working capital
      purposes. No underwriters were retained to serve as placement agents for the
      sale. These shares were sold directly through our management. No commission
      or
      other consideration was paid in connection with the sale of these shares. There
      was no advertisement or general solicitation made in connection with this offer
      and sale of shares. The offer and sale of these shares was exempt from the
      registration provisions of the Securities Act by reason of Section 4(2) thereof
      and Rule 506 of Regulation D thereunder. Management made its determination
      of
      the availability of such exemption based upon the facts and circumstances
      surrounding the offer and sale of these shares, including the representations
      and warranties made by the purchasers and the fact that restrictive legends
      were
      placed on, and stop transfer orders placed against, the certificates for these
      shares.




4.  In
      December, 2005 we issued 57,916 shares of common stock to Mr. Richard Owen,
      an
      independent consultant operating from San Diego, CA, in exchange for $11,187
      of
      services consisting of assistance in brochure design, trade show planning and
      creation of for our website. The shares were issued pursuant to Section 4(2)
      of
      the Securities Act. No underwriters were retained to serve as placement agents.
      The shares were offered directly through our management, and the consideration
      for the shares were services rendered by Mr. Owen. Mr. Owen was given the
      opportunity to examine our EDGAR filings with the United States Securities
      and
      Exchange Commission (“SEC”). No commission or other consideration was paid in
      connection with the sale of these shares. There was no advertisement or general
      solicitation made in connection with this offer and sale of shares. Written
      disclosure was given to Mr. Owen prior to issuance of the shares that these
      shares have not been registered under the Securities Act and, therefore, cannot
      be resold unless they are registered under the Securities Act or unless an
      exemption from registration is available. A legend was placed on the certificate
      that evidences these shares stating that the shares of Common Stock have not
      been registered under the Securities Act and setting forth or referring to
      the
      restrictions on transferability and sale of these shares.




8





5.  On
      February 23, 2006, we closed the sale of an additional 500,000 shares of common
      stock to one purchaser, who is an accredited investor. The net proceeds of
      that
      sale, which were $150,000, will be utilized for general working capital
      purposes. No underwriters were retained to serve as placement agents for the
      sale. These shares were sold directly through our management. No commission
      or
      other consideration was paid in connection with the sale of these shares. There
      was no advertisement or general solicitation made in connection with this offer
      and sale of shares. The offer and sale of these shares was exempt from the
      registration provisions of the Securities Act by reason of Section 4(2) thereof
      and Rule 506 of Regulation D thereunder. Management made its determination
      of
      the availability of such exemption based upon the facts and circumstances
      surrounding the offer and sale of these shares, including the representations
      and warranties made by the purchasers and the fact that restrictive legends
      were
      placed on, and stop transfer orders placed against, the certificates for these
      shares.




6.  On
      February 23, 2005 we issued 25,000 shares of common stock to Mr. Ron Paugh,
      an
      independent consultant from Reno, NV, in exchange for $2,500 of services
      rendered by Mr. Paugh consisting of assisting us in locating and introducing
      us
      to marketing professionals with the ability to assist us in developing an
      overall marketing and public relations campaign aimed at branding and public
      awareness. These shares were issued pursuant to Section 4(2) of the Securities
      Act. No underwriters were retained to serve as placement agents. These shares
      were offered directly through our management, and the consideration for the
      shares were services rendered by Mr. Paugh. Mr. Paugh was given the opportunity
      to examine our EDGAR filings with the SEC. No commission or other consideration
      was paid in connection with the sale of these shares. There was no advertisement
      or general solicitation made in connection with this offer and sale of shares.
      Written disclosure was given to Mr. Paugh prior to issuance of these shares
      that
      these shares have not been registered under the Securities Act and, therefore,
      cannot be resold unless they are registered under the Securities Act or unless
      an exemption from registration is available. A legend was placed on the
      certificate that evidences these shares stating that the shares have not been
      registered under the Securities Act and setting forth or referring to the
      restrictions on transferability and sale of these shares.




7.  On
      February 23, 2005 we issued 12,500 shares of common stock to Mr. Richard Owen,
      an independent consultant from San Diego, CA, in exchange for $1,250 of services
      rendered by Mr. Owen consisting of assistance in brochure design, trade show
      planning and creation of for the Company’s website. These shares were in
      addition to 57,916 common shares which were issued to Mr. Owen in December,
      2005. These shares were issued pursuant to Section 4(2) of the Securities Act.
      No underwriters were retained to serve as placement agents. The shares were
      offered directly through our management, and the consideration for the shares
      were services rendered by Mr. Owen. Mr. Owen was given the opportunity to
      examine the Company’s EDGAR filings with the SEC. No commission or other
      consideration was paid in connection with the sale of these shares. There was
      no
      advertisement or general solicitation made in connection with this offer and
      sale of shares. Written disclosure was given to Mr. Owen prior to issuance
      of
      the shares that the shares have not been registered under the Securities Act
      and, therefore, cannot be resold unless they are registered under the Securities
      Act or unless an exemption from registration is available. A legend was placed
      on the certificate that evidences the shares stating that the shares have not
      been registered under the Securities Act and setting forth or referring to
      the
      restrictions on transferability and sale of the shares.




8.  On
      February 23, 2005 we issued 150,000 shares of common stock to Mr. Louis Torio,
      an independent consultant from Las Vegas, NV, in consideration for agreeing
      to
      assist us over a six month period commencing on February 23, 2005 in our efforts
      to locate potential stem cell bank facilities sites in San Diego, CA and Las
      Vegas, NV. The shares were issued pursuant to Section 4(2) of the Securities
      Act. No underwriters were retained to serve as placement agents. The shares
      were
      offered directly through our management, and the consideration for the shares
      was the $15,000 of services by Mr. Torio to assist us, over a six month period
      commencing on February 23, 2005, in locating potential stem cell bank facilities
      sites in San Diego, CA and Las Vegas, NV. Mr. Torio was given the opportunity
      to
      examine our EDGAR filings with the SEC. No commission or other consideration
      was
      paid in connection with the sale of these shares. There was no advertisement
      or
      general solicitation made in connection with this offer and sale of shares.
      Written disclosure was given to Mr. Torio prior to issuance of the shares that
      the shares have not been registered under the Securities Act and, therefore,
      cannot be resold unless they are registered under the Securities Act or unless
      an exemption from registration is available. A legend was placed on the
      certificate that evidences the shares stating that the shares have not been
      registered under the Securities Act and setting forth or referring to the
      restrictions on transferability and sale of the shares. No suitable potential
      stem cell bank facilities sites in either San Diego, CA or Las Vegas, NV have
      been located through the efforts of Mr. Torio. There was no risk of forfeiture
      of the shares by Mr. Torio in the event that he was unable to such potential
      facilities. We have since abandoned all efforts to locate potential stem cell
      bank facilities sites in San Diego, CA and Las Vegas, NV.




9





9.  On
      March
      16, 2006, our Board of Directors approved the issuance of 6,100,000 shares
      of
      common stock to the management team of Frezer Inc. for accrued compensation
      owed
      to them for fiscal year 2005. David R. Koos, our CEO, received 2,766,666 shares
      in payment of $83,434 of accrued salary, and these share were issued to
      Bombardier Pacific Business Ventures, Inc., a company controlled by David R.
      Koos. Brian F. Pockett, our COO, and Geoffrey O’Neill each received 1,666,667
      shares in payment of $50,000 of accrued salary.




10.  In
      April
      and May 2006 we issued 670,000 shares of common stock to certain consultants
      for
      services rendered to us. Biotechnology Partners Business Trust (“BPBT”), an
      independent consultant, received 600,000 shares in exchange for $180,000 of
      services consisting of assisting us in development of our intellectual property.
      Applied Fluid Engineering (“AFE”), an engineering consulting and research firm,
      received 50,000 shares in exchange for $15,000 of services consisting of
      assisting us in completion of the Cryo-Chip provisional patent application
      and
      market research. Collective Technologies, Inc. (“CT”), an engineering firm,
      received 20,000 shares in exchange for $6,000 of services consisting of
      assisting us in the process of making structural design changes and
      re-engineering a cryo-storage unit to substantially increase the unit’s
      capacity. All of these shares were issued pursuant to Section 4(2) of the
      Securities Act. No underwriters were retained to serve as placement agents.
      These shares were offered directly through our management. All of the purchases
      were given the opportunity to examine our EDGAR filings with the SEC. No
      commission or other consideration was paid in connection with the sale of these
      shares. There was no advertisement or general solicitation made in connection
      with the offer and sale of these shares. Written disclosure was given to the
      purchasers of these shares that the shares have not been registered under the
      Securities Act and, therefore, cannot be resold unless they are registered
      under
      the Securities Act or unless an exemption from registration is available. A
      legend was placed on the certificate that evidences the shares stating that
      the
      shares have not been registered under the Act and setting forth or referring
      to
      the restrictions on transferability and sale of these shares.




11.
      On
      December 21, 2006 the officers of the company received 7,440,000 common
      restricted shares in consideration for accrued salaries of $300,000 in the
      aggregate. The Board of Directors and the officers agreed to rescind these
      share
      issuances and to return the certificates representing these shares to the
      Company for cancellation and, on January 26, 2007, these shares were canceled
      and the Company recorded $300,000 of accrued salaries on its books.






**Item
      6. Management’s Discussion and Analysis of Operation or Plan of Operation**




Plan
      of
      Operation




We
      will
      continue to pursue research, development, prototype production and testing
      of
      our Cryo-Chip and Cryogenic Storage Container product lines. However, as of
      December 31, 2006 we have cash reserves of $230 which will not be sufficient
      to
      fund our planned operations over the next twelve months. We currently plan
      to
      fund the majority of our future research and development from a combination
      of
      equity and/or debt financing and our future cash flow (if any). We can give
      no
      assurance if and when such financing and cash flow might become available to
      us.




·
            Over
                the next twelve months, we expect to need funds as follows: Approximately
                $600,000 for the purchase or lease specialized equipment for tooling
                on
                the Cryo-Chip.




·
            Approximately
                $275,000 to $325,000 for the purchase materials related to
                Cryo-Chip.




·
            Approximately
                $150,000 to hire consultants and prosecute provisional patent applications
                related to the Cryo-Chip.




·
            Approximately
                $275,000 for research and development of the Cryogenic Storage Container
                (including development of intellectual property leading to the re-design
                and configuration of stem cell cryogenic storage tanks).




10







·
            Approximately
                $425,000 for proto-construction of the Cryogenic Storage
                Container.




·
            Approximately
                $100,000 for testing of the Cryogenic Storage
                Container.




Results
      of Operation




During
      the
      fiscal year ending December 31, 2006, we had no revenues and incurred an
      operating loss of $1,048,264 and a net loss of $1,045,988. The components to
      expenses incurred for the fiscal year ending December 31, 2006 were research
      and
      development expenses of $392,412 (37.4 % of operating loss and 37.5% of net
      loss, respectively) and administrative expenses of $655,852 (62.6% of operating
      loss and 62.5% of net loss, respectively).




During
      the
      fiscal year ending December 31, 2006, we had other income consisting of interest
      income of $2,802 and other income of $2,261. We also incurred interest expense
      of $2,787.




During
      the
      period beginning May 2, 2005 (inception) and ending December 31, 2005, we had
      no
      revenues and incurred an operating loss of $ 308,703 and a net loss of $308,703.
      Expenses incurred for period beginning May 2, 2005 (inception) and ending
      December 31, 2005 consisted of $308,703 of administrative expenses (100% of
      operating loss and 100% of net loss, respectively) .




As
      we were
      formed on May 2, 2005, period to period comparisons have not been
      provided.




Our
      future
      growth and success will be dependent primarily on our ability to develop,
      commercialize and market our proprietary technology. If we cannot succeed in
      developing, commercializing and marketing our proprietary technology then our
      prospects for growth are substantially undermined. Without additional
      capitalization our capacity to survive as a going concern, much less achieve
      growth, is doubtful.




Liquidity
      and Capital Resources




At
      December 31, 2006, our current assets totaled $11,064 and consisted of $230
      in
      cash and $10,834 in prepaid expenses. Our current and total liabilities at
      December 31, 2006 were $106,626 consisting of accounts payable of $4,547,
      accrued payroll taxes of $13,377, accrued interest of $2,557 and notes payable
      of $86,145 .




Currently
      our only source of liquidity consists of cash of $230 and $13,340 available
      pursuant to a $50,000 Line of Credit provided by an affiliate. We do not have
      any lending arrangements in place with banking or financial institutions and
      we
      do not anticipate that we will be able to secure these funding arrangements
      in
      the near future.




We
      believe
      that if we are able to raise a minimum of $1,825,000 we will have sufficient
      cash to carry out our planned operations for the next twelve months. To the
      extent that we may require additional funds to support our operations or the
      expansion of our business, we may sell additional equity or issue debt. Any
      sale
      of additional equity securities will result in dilution to our stockholders.
      There can be no assurance that additional financing, if required, will be
      available to our company or on acceptable terms.






Going
      Concern




We
      currently have no source of operating revenue, and have only limited working
      capital with which to pursue our business plan. The amount of capital required
      to sustain operations until the successful development and commercialization
      of
      our product liens is subject to future events and uncertainties. It will be
      necessary for us 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 our ability to
      continue as a going concern.




11





Critical
      Accounting Policies




The
      preparation of consolidated financial statements and related disclosures in
      conformity with accounting principles generally accepted in the United States
      requires estimates and assumptions that affect the reported amounts of assets
      and liabilities, revenues and expenses and related disclosures of contingent
      assets and liabilities in the consolidated financial statements and accompanying
      notes. The SEC has defined a company’s critical accounting policies as the ones
      that are most important to the portrayal of the company’s financial condition
      and results of operations, and which require the company to make its most
      difficult and subjective judgments, often as a result of the need to make
      estimates of matters that are inherently uncertain. The Company believes that
      its estimates and assumptions are reasonable under the circumstances; however,
      actual results may vary from these estimates and assumptions. We have identified
      the following critical accounting policies that affect the more significant
      judgments and estimates used in the preparation of the consolidated financial
      statements. For further discussion of the Company’s significant and critical
      accounting policies, refer to Note 2 - “Summary of Significant Accounting
      Policies” to the Consolidated Financial Statements contained in Item 7 of this
      document.




Off
      Balance Sheet Arrangements




We
      are not
      currently party to any off balance sheet arrangement as that term is defined
      in
      Item 303 (c)(2) of Regulation SB.




**Item
      7. Financial Statements**




The
      following financial statements required by this item are filed herewith
      following the signature page to this report:






**Page**Report
                of Independent Registered Public Accounting Firm
            
            
            F-1
                - 2Balance
                Sheet as of December 31, 2006 and December 31, 2005
            
            
            F-3Statement
                of Operations for the year ending December 31, 2006, for the period
                from
                May 2, 2005 (Inception) to December 31, 2005, and for the period
                from May
                2, 2005 (inception) to December 31, 2006
            
            
            F-4Statement
                of Stockholders' Equity for the period May 2, 2005 (Inception) through
                December 31, 2006
            
            
            F-5Statement
                of Cash Flows for the year ending December 31, 2006, for the period
                from
                May 2, 2005 (Inception) to December 31, 2005, and for the period
                from May
                2, 2005 (inception) to December 31, 2006
            
            
            F-6Notes
                to Financial Statements
            
            
            F-7
                - 13











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




On
      August
      7, 2006 Armando C Ibarra, CPA (“Ibarra”), the independent accountant who was
      engaged previously to audit our financial statements, declined to stand for
      re-election as our independent accountant. Ibarra’s report of our financial
      statements for the fiscal year ended December 31, 2005 did not contain any
      adverse opinion or disclaimer of opinion, nor was modified as to uncertainty,
      audit scope, or accounting principles. The audit reports prepared by Ibarra
      for
      the fiscal year ending December 31, 2005 contained a paragraph with respect
      to
      the Company's ability to continue as a going concern.




During
      the
      fiscal year ended December 31, 2005 and through the date of Ibarra’s decision
      not to stand for re-election as our independent accountant, there were no
      disagreements with Ibarra on any matter of accounting principles or practices,
      financial statement disclosure, or auditing scope or procedure, which, if not
      resolved to the former accountant's satisfaction, would have caused it to make
      reference to the subject matter of the disagreement in connection with its
      report. In addition, there were no "reportable events" as described in Item
      304(a)(1)(iv)(B)1 through 3 of Regulation S-B that occurred within the Company's
      fiscal year ended December 31, 2005 and the subsequent interim period preceding
      Ibarra’s decision not to stand for re-election. Ibarra’s decision not to stand
      for re-election was not recommended or approved by the Board of Directors,
      nor
      was such approval or recommendation required.




12







Effective
      on August 7, 2006 the firm of Chang G. Park, CPA (“Park”) was engaged to serve
      as the new principal accountant to audit the Company's financial statements.
      The
      engagement of Park as the new principal accountant to audit the Company's
      financial statements was approved by the Board of Directors of the Company.
      During the fiscal year ended December 31, 2005, and the subsequent interim
      period prior to engaging Park, neither the Company (nor someone on its behalf)
      consulted Park regarding any matter.




**Item
      8A. Controls and Procedures.**




As
      of the
      end of the period covered by this report, we conducted an evaluation, under
      the
      supervision and with the participation of the principal executive officer and
      principal financial officer, of our disclosure controls and procedures (as
      defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
      of
      1934 (the "Exchange Act")).Based on this evaluation, the principal executive
      officer and principal financial officer concluded that our disclosure controls
      and procedures are effective to ensure that information required to be disclosed
      by us in reports that it files or submits under the Exchange Act is recorded,
      processed, summarized and reported within the time periods specified in
      Securities and Exchange Commission rules and forms.




On
      August
      10, 2006, our Board of Directors concluded that our financial statements
      contained in our Form 10-QSB for the quarter ended March 31, 2006, should no
      longer be relied upon because of errors contained therein. We reached these
      conclusions following a review of the accounting treatment of 6,100,000 common
      shares issued to the management team of Frezer Inc. on March 16, 2006 for
      accrued but unpaid compensation earned during the 2005 fiscal year (“Management
      Stock Issuance”).




The
      accounting treatment for the Management Stock Issuance resulted in an erroneous
      credit of $177,334 to Other Income resulting in the following erroneous closing
      balances as of March 31, 2006:




·
            Other
                Income was overstated in the amount of $177,334




·
            Net
                Loss was understated in the amount of $177,334




·
            Additional
                Paid in Capital was understated in the amount of $177,334




·
            Retained
                Deficit was understated in the amount of $177,334




·
            Net
                Loss was understated by $.02 per share




We
      concluded that a restatement was necessary to correct the accounting for the
      Management Stock Issuance.




In
      the
      restated financial statements, filed with the SEC on August 21, 2006, $177,334
      resulting from the Management Stock Issuance was credited to Additional Paid
      in
      Capital as opposed to Other Income.




The
      error
      was discovered by David Koos, the Company’s CEO and Acting CFO, on August 10,
      2006 and is believed to be a result of human error. The accounting treatment
      for
      the Management Stock Issuance was not properly identified against the source
      documentation and was improperly accounted for as if it were two separate
      transactions in which




(a)
            $6,100
                of the accrued salaries which were settled through the Management
                Stock
                Issuance were settled for the par value of the 6,100,000 common shares
                issued and




(b)
            the
                remainder of the accrued compensation being forgiven resulting in
                $177,334
                in Other Income




We
      currently believe the error was a result of a weakness in our internal
      disclosure controls and procedures which allowed the transaction to be posted
      in
      the journals without adequate review of the source documentation which in this
      case consisted of a resolution by the Board of Directors authorizing the
      Management Stock Issuance. Disclosure controls and procedures are controls
      and
      other procedures that are designed to ensure that information required to be
      disclosed in Company’s reports filed or submitted under the Exchange Act is
      recorded, processed, summarized and reported, within the time periods specified
      in the SEC’s rules and forms. Disclosure controls and procedures include,
      without limitation, controls and procedures designed to ensure that information
      required to be disclosed in Company’s reports filed under the Exchange Act is
      accumulated and communicated to management, including the Chief Executive
      Officer and Acting Chief Financial Officer, to allow timely decisions regarding
      required disclosure.




13





Our
      CEO
      and Acting CFO, David Koos, had considered the effect of the error in accounting
      for the Management Stock Issuance on our internal disclosure controls and
      procedures as of the period ending March 31, 2006 as well as subsequent periods
      going forward. Until August 28, 2006, Koos had considered our internal
      disclosure controls and procedures to be both adequate and effective. On August
      28, 2006, both of the Board of Directors and Koos reevaluated the effectiveness
      of the design and operation of our disclosure controls and procedures as of
      March 31, 2006 and going forward and, based upon that evaluation, concluded
      that
      our disclosure controls
      and procedures were not effective in timely alerting management to material
      information relating to the Company which is required to be included in its
      periodic SEC filings.




It
      was
      determined that the material weakness lay in:




(a)
            the
                frequency of the reviews of Journal entries
                and




(b)
            the
                fact that one individual was responsible for the entire internal
                review
                process, thus increasing the possibility of human error
                and




(c)
            the
                fact that no formal timetable was in place in regards to preparation
                of
                financial statements for any reporting period which we feel may have
                contributed to the error. We currently feels that if such a formal
                timetable was in place it would have given us sufficient time to
                identify
                and correct the accounting error




As
      of
      August 29, 2006, we changed our internal disclosure controls and procedures
      over
      financial reporting by adding a review committee (consisting of David Koos
      and
      Brian Pockett, the Company’s COO) to review its public disclosure documents.
      This review would not only encompass a review of the completed financial
      statements prior to filing with the SEC but would also encompass:




(a)
            a
                review by both members of the review committee of all aforementioned
                steps
                of the Accounting Cycle for any reporting
                period




(b)
            an
                increase in the frequency of the aforementioned review of all Journal
                Entries from quarterly to monthly




The
      Company also appointed David Koos to the position of Disclosure Coordinator.
      The
      Disclosure Coordinator will have overall responsibility for preparing a
      timetable for each reporting period and for following up with others to make
      sure that assigned tasks have been completed on a timely basis.




Based
      on these changes, we feel that, as of the date of this report, internal
      disclosure controls and procedures currently in place shall be adequate going
      forward.




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




**Item
      9. Directors, Executive Officers, Promoters, Control Persons and Corporate
      Governance; Compliance With Section 16(a) of the Exchange
      Act.**




The
      following table sets forth the names, positions and ages of current executive
      officers and directors of Frezer. All directors serve until the next annual
      meeting of stockholders or until their successors are elected and qualified.
      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. There is no family relationship between any director or
      executive officer.




14







**Name**
            
            **Age**
            
            **Position**David
                R. Koos
            
            48
            
            Chairman
                of the Board, CEO, Secretary and CFOBrian
                F. Pockett
            
            53
            
            Managing
                Director, COO and DirectorGeoffrey
                O’Neill
            
            57
            
            President
                and Director






**David
      R. Koos** ,
      Dr.
 Koos has served as Frezer’s CEO, Secretary and CFO and as Chairman of the
      Board of Directors since Frezer’s inception in May, 2005. Over the past five
      years, Dr. Koos either is currently, or has previously  been employed as:
      Chairman, Chief Executive Officer, President and Secretary and Chief Financial
      Officer of Bio-Matrix Scientific Group, Inc.; Chairman (June 19, 2006 to the
      Present), Chief Executive Officer, Secretary and Chief Financial Officer of
      BMXP
      Holdings, Inc.. (December 6, 2004 to Present); Managing Director and President
      of Cell Source Research Inc. (December 5, 2001 to Present); Managing Director
      and President of Venture Bridge Inc. (November 21, 2001 to Present); Director,
      Chief Financial Officer and Secretary of Cell Bio-Systems Inc., a New York
      corporation currently operating under the name Franklin Scientific, Inc. (July
      17, 2003 to December 1, 2003); and as a Registered Representative of Amerivet
      Securities, Inc. (March 31, 2004 to Present and also from November, 2000 to
      May,
      2002). Amerivet Securities, Inc. is not an active NASD broker-dealer since
      its
      CEO is on deployment in Iraq through the U.S. Army Reserves. In addition, Dr.
      Koos has been involved with investment banking, venture capital, and investor
      relations for the past 20 years.
      He
      has worked with several major Wall Street Investment Banks and was a
      Vice-President of Investments with Sutro & Co., Everen Securities and Dean
      Witter. Dr. Koos holds an NASD Series 7 license (General Securities) and Series
      24 license (Securities Managing Principal). Dr. Koos has been the subject of
      a
      number of securities related regulatory actions which have been fully disclosed
      in Frezer’s previous filings with the SEC.




Dr.
      Koos'
      educational background includes two doctoral degrees. His first doctorate is
      a
      Doctor of Philosophy degree (PhD) in Economic Sociology (2003). Dr. Koos’ PhD
      studies in Sociology were done at the University of California, Riverside,
      which
      he left prior to completing his Ph.D. degree.  Dr. Koos completed his PhD
      studies at Atlantic International University (a non-accredited institution
      based
      in Honolulu, Hawaii) where he was allowed 120 units in transfer credits in
      support of being admitted on an ABD (All But Dissertation) basis for a joint
      PhD/DBA program.  Subsequent to the transfer credits, he completed an
      additional 91 units at Atlantic International University. His dissertation
      for
      his Ph.D. in Sociology, “Examining the Efficacy of Telemarketing Fundraisers as
      a Venture Capital Alternative in the Biotechnology Industry: A Case Study of
      Cell Bio-Systems, Inc.” focused on applied research in Telemarketing and Venture
      Capital Fundraising and is available directly through Atlantic International
      University. His second doctorate, a Doctor of Business Administration (DBA),
      specialized in Corporate Finance (2003), focusing on the process of Public
      Trading, Direct Public Offerings and Synthetic Reverse Mergers. Both of these
      degrees are the result of studies and research completed through Atlantic
      International University (a non-accredited institution). The dissertation for
      Dr. Koos’ D.B.A. in Finance was titled “De-Coupling A Reverse Merger to
      facilitate a Direct Public Offering’s Time to Market:  A Case Study Testing
      the value of a Synthetic Reverse Merger in Achieving Public Trading Status.”
Prior to obtaining these two doctoral degrees, Dr. Koos received a Master of
      Arts degree in the Economic Sociology from the University of California,
      Riverside, California (1983). Currently, Dr. Koos is pursuing a Doctor of
      Business Administration with an emphasis on Financial Management through North
      Central University, an accredited distance learning institution located in
      Prescott, Arizona.




**Brian
      F. Pockett** ,
      Mr.
      Pockett has served as Frezer’s Managing Director and COO and as a member of its
      Board of Directors since inception in May 2005. Mr. Pockett has over twenty-nine
      years of professional experience in operations, marketing, sales, financial
      and
      grant development.  Prior to assuming the position of Managing Director and
      COO with Frezer, Mr. Pockett founded PD&C, a private consulting firm and has
      served as a consultant to some of the largest companies in North America
      including Disney, SONY, Nintendo, Acclaim Entertainment and UFO.   Mr.
      Pocket has not been affiliated with PD&C during the past five years.
 The scope of client projects expanded into the areas of global
      distributing, product development, commercialization, investment and
      intellectual properties. Mr. Pockett served as an Executive Vice President
      of
      Operations for Metropolis Publications and as Senior Vice President of Marketing
      and Sales for Slawson Communications.  Mr. Pockett currently also serves as
      Vice President, Director and Chief Operating Officer of Bio-Matrix Scientific,
      Inc. In June 1977, Mr. Pockett received an Associate of Arts - Business degree
      from Azusa Pacific University in Azusa, CA.




15





**Geoffrey
      O’Neill, PhD** ,
      Dr.
      O’Neill has served as Frezer’s President and as a member of its Board of
      Directors since inception in May 2005. Dr. O’Neill received his Ph.D. in
      Immunology from the University of Glasgow in 1973. In 1974, he undertook
      post-doctoral training under the guidance of Dr. Robert A Good (who performed
      the first bone marrow transplantation in a patient with immunodeficiency) at
      Memorial Sloan-Kettering Cancer Center in New York. Dr. O'Neill's field of
      study
      at Sloan-Kettering was transplantation immunobiology. Dr. O'Neill was a Research
      Fellow with Dr. Robert A. Good from 1974 to 1976. No formal certification of
      this training was provided to any of Dr. Good's Fellows.  In April 1975,
      Dr. O’Neill was awarded the JM Foundation Award from the JM Foundation, a New
      York based philanthropic organization that makes grants (awards) to various
      organizations and institutions. The JM Foundation award is given to post
      doctoral trainees by merit of their research. This award, which was given to
      Dr,
      O’Neill while a post doctoral fellow at Memorial Sloan-Kettering Cancer center,
      resulted in a grant to Memorial Sloan-Kettering Cancer Center.




In
      1982,
      Dr. O'Neill was the recipient of the Jean Julliard Prize for Outstanding
      Research. This award was granted by the International Society of Blood
      Transfusion, presented in Budapest, Hungary. The International Society of Blood
      Transfusion is a scientific society, founded in 1935 which brings together
      professionals involved in blood transfusion and transfusion medicine from more
      than 85 countries.




Dr.
      O'Neill's academic career covers tenures as Visiting Professor, NIH-RCMI
      Program, University of Puerto Rico, School of Medicine, San Juan; Associate
      Professor of Pathology and Assistant Medical Director, Transfusion Medicine,
      University of Miami, Jackson Memorial Hospital; Visiting Professor, Institute
      of
      Immunology, University of Munich, FRG; Associate Professor of Graduate Medical
      Sciences, Cornell University School of Medicine New York. Dr. O’Neill has
      authored and co-authored over 90 publications of which 87 primarily focused
      on
      the field of bone marrow transplantation and 3, co- authored by Dr. O’Neill,
      primarily focused on stem cell biology.  Three publications were
      co-authored with Dr. Good, of which one primarily focused on stem cell biology.
       Dr. O'Neill was employed by Cryo-Cell International as Laboratory and
      Scientific Director from April 1999 through July 2003.  Dr. O’Neil also
      currently serves as President of BMXP Holdings, Inc. and is Chief Scientific
      Advisor to Bio Matrix Scientific Group, Inc.




Audit
      Committee and Audit Committee Financial Expert




Frezer
      is
      not a "listed company" under SEC rules and is therefore not required to have
      an
      audit committee comprised of independent directors. Frezer does not currently
      have an audit committee, however, for certain purposes of the rules and
      regulations of the SEC and in accordance with the Sarbanes-Oxley Act of 2002,
      Frezer's board of directors is deemed to be its audit committee and as such
      functions as an audit committee and performs some of the same functions as
      an
      audit committee including: (1) selection and oversight of Frezer’s independent
      accountant; (2) establishing procedures for the receipt, retention and treatment
      of complaints regarding accounting, internal controls and auditing matters;
      and
      (3) engaging outside advisors. Frezer's board of directors has determined that
      its members do not include a person who is an "audit committee financial expert"
      within the meaning of the rules and regulations of the SEC. The board of
      directors has determined that each of its members is able to read and understand
      fundamental financial statements and has substantial business experience that
      results in that member's financial sophistication. Accordingly, the board of
      directors believes that each of its members have the sufficient knowledge and
      experience necessary to fulfill the duties and obligations that an audit
      committee would have.




Review
      Committee




Frezer’s
      review committee (consisting of Messrs. Koos and Pockett) reviews Frezer’s
      public disclosure documents. This review encompasses a review of the completed
      financial statements of Frezer prior to filing with the SEC and also encompass
      a
      review by both members of the review committee of all steps of the accounting
      cycle for any reporting period. It is contemplated that Messrs. Koos and Pockett
      will resign from the review committee upon the Closing.




16





Code
      of
      Ethics




A
      code of
      ethics relates to written standards that are reasonably designed to deter
      wrongdoing and to promote:




·  Honest
      and
      ethical conduct, including the ethical handling of actual or apparent conflicts
      of interest between personal and professional relationships;




·  Full,
      fair, accurate, timely and understandable disclosure in reports and documents
      that are filed with, or submitted to, the SEC and in other public communications
      made by an issuer;




·  Compliance
      with applicable governmental laws, rules and regulations;




·  The
      prompt
      internal reporting of violations of the code to an appropriate person or persons
      identified in the code; and




·  Accountability
      for adherence to the code.




Frezer
      has
      adopted a Code of Business Conduct and Ethics (“Code”) that applies to its
      officers, directors and employees. The Code has been filed as Exhibit 99-2
      of
      Frezer’s Form 10-SB filed with the SEC.




Conflicts
      of Interest




Certain
      conflicts of interest exist and may continue to exist between Frezer and its
      officers and directors due to the fact that each has other business interests
      to
      which they devote their primary attention. Each officer and director may
      continue to do so notwithstanding the fact that management time should be
      devoted to the business of Frezer. Certain conflicts of interest may exist
      between Frezer and its management, and conflicts may develop in the future.
      Frezer has not established policies or procedures for the resolution of current
      or potential conflicts of interest between Frezer, its officers and directors
      or
      affiliated entities. There can be no assurance that management will resolve
      all
      conflicts of interest in favor of Frezer, and conflicts of interest may arise
      that can be resolved only through the exercise by management their best judgment
      as may be consistent with their fiduciary duties. Management will try to resolve
      conflicts to the best advantage of all concerned. See below for a discussion
      of
      Certain Relationships and Related Party Transactions.




Board
      Meetings; Nominating and Compensation Committees




The
      Board
      of Directors held numerous special meetings of directors during the fiscal
      year
      ended December 31, 2006. In addition, the board of directors took a number
      of
      actions by written consent of all of the directors. Such actions by the written
      consent of all directors are, according to Nevada corporate law and Frezer’s
      by-laws, as valid and effective as if they had been passed at a meeting of
      the
      directors duly called and held. Frezer's directors and officers do not receive
      remuneration from Frezer unless approved by the Board of Directors or pursuant
      to an employment contract. No compensation has been paid to Frezer's directors
      for attendance at any meetings during the last fiscal year.




Frezer
      does not have standing nominating or compensation committees, or committees
      performing similar functions. Frezer’s board of directors believes that it is
      not necessary to have a compensation committee at this time because the
      functions of such committee are adequately performed by the board of directors.
      The board of directors also is of the view that it is appropriate for Frezer
      not
      to have a standing nominating committee because the board of directors has
      performed and will perform adequately the functions of a nominating committee.
      Frezer is not a "listed company" under SEC rules and is therefore not required
      to have a compensation committee or a nominating committee.




Shareholder
      Communications




There
      has
      not been any defined policy or procedure requirements for stockholders to submit
      recommendations or nomination for directors. The board of directors does not
      believe that a defined policy with regard to the consideration of candidates
      recommended by stockholders is necessary at this time because it believes that,
      given the early stages of Frezer’s development, a specific nominating policy
      would be premature and of little assistance until Frezer’s business operations
      are at a more advanced level. There are no specific, minimum qualifications
      that
      the board of directors believes must be met by a candidate recommended by the
      board of directors. Currently, the entire board of directors decides on
      nominees, on the recommendation of any member of the board of directors followed
      by the board’s review of the candidates’ resumes and interview of candidates.
      Based on the information gathered, the board of directors then makes a decision
      on whether to recommend the candidates as nominees for director. Frezer does
      not
      pay any fee to any third party or parties to identify or evaluate or assist
      in
      identifying or evaluating potential nominee.




17





Frezer
      does not have any restrictions on shareholder nominations under its certificate
      of incorporation or by-laws. The only restrictions are those applicable
      generally under Nevada law and the federal proxy rules. The board of directors
      will consider suggestions from individual shareholders, subject to evaluation
      of
      the person's merits. Stockholders may communicate nominee suggestions directly
      to the board of directors, accompanied by biographical details and a statement
      of support for the nominees. The suggested nominee must also provide a statement
      of consent to being considered for nomination. There are no formal criteria
      for
      nominees.




Because
      the management and directors of Frezer are the same persons, the Board of
      Directors has determined not to adopt a formal methodology for communications
      from shareholders on the belief that any communication would be brought to
      the
      board of directors’ attention by virtue of the co-extensive capacities served by
      Messrs. Koos, Pockett and O’Neill.




Indemnification




Neither
      Frezer’s Articles of Incorporation nor Bylaws prevent Frezer from indemnifying
      its officers, directors and agents to the extent permitted under the Nevada
      Revised Statute ("NRS"). NRS Section 78.7502, provides that a corporation shall
      indemnify any director, officer, employee or agent of a corporation against
      expenses, including attorneys’ fees, actually and reasonably incurred by him in
      connection with any the defense to the extent that a director, officer, employee
      or agent of a corporation has been successful on the merits or otherwise in
      defense of any action, suit or proceeding referred to Section 78.7502(1) or
      78.7502(2), or in defense of any claim, issue or matter therein.




NRS
      78.7502(1) provides that a corporation may indemnify any person who was or
      is a
      party or is threatened to be made a party to any threatened, pending or
      completed action, suit or proceeding, whether civil, criminal, administrative
      or
      investigative, except an action by or in the right of the corporation, by reason
      of the fact that he is or was a director, officer, employee or agent of the
      corporation, or is or was serving at the request of the corporation as a
      director, officer, employee or agent of another corporation, partnership, joint
      venture, trust or other enterprise, against expenses, including attorneys’ fees,
      judgments, fines and amounts paid in settlement actually and reasonably incurred
      by him in connection with the action, suit or proceeding if he: (a) is not
      liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which
      he reasonably believed to be in or not opposed to the best interests of the
      corporation, and, with respect to any criminal action or proceeding, had no
      reasonable cause to believe his conduct was unlawful.




NRS
      Section 78.7502(2) provides that a corporation may indemnify any person who
      was
      or is a party or is threatened to be made a party to any threatened, pending
      or
      completed action or suit by or in the right of the corporation to procure a
      judgment in its favor by reason of the fact that he is or was a director,
      officer, employee or agent of the corporation, or is or was serving at the
      request of the corporation as a director, officer, employee or agent of another
      corporation, partnership, joint venture, trust or other enterprise against
      expenses, including amounts paid in settlement and attorneys’ fees actually and
      reasonably incurred by him in connection with the defense or settlement of
      the
      action or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted
      in
      good faith and in a manner which he reasonably believed to be in or not opposed
      to the best interests of the corporation.




Insofar
      as
      indemnification for liabilities arising under the Securities Act of 1933, as
      amended, may be permitted to Frezer’s officers or directors pursuant to the
      foregoing provisions, Frezer has been informed that, in the opinion of the
      SEC,
      this indemnification is against public policy as expressed in the Securities
      Act, and is therefore unenforceable.




18





Section
      16(a) Reporting Compliance




Section
      16(a) of the Securities Exchange Act of 1934, as amended, requires Frezer’s
      directors and executive officers, and persons who beneficially own more than
      10%
      of a registered class of Frezer’s equity securities, to file reports of
      beneficial ownership and changes in beneficial ownership of Frezer’s securities
      with the SEC on Forms 3 (Initial Statement of Beneficial Ownership), 4
      (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual
      Statement of Beneficial Ownership of Securities). Directors, executive officers
      and beneficial owners of more than 10% of Frezer’s common stock are required by
      SEC regulations to furnish Frezer with copies of all Section 16(a) forms that
      they file. Except as otherwise set forth herein, based solely on review of
      the
      copies of such forms furnished to Frezer, or written representations that no
      reports were required, Frezer believes that for the fiscal year ended December
      31, 2006 beneficial owners complied with the Section 16(a) filing requirements
      applicable to them in that each officer, director and beneficial owner of 10%
      or
      more of Frezer’s securities filed a Form 3 with the SEC and has had no change of
      ownership since such filing.




**Item
      10.  Executive Compensation**


Compensation
        Discussion and Analysis
  Frezer
        currently is a development stage company, has no revenues to date, has limited
        cash reserves and is involved primarily in the research,
        development, prototype production and testing of its Cryo-Chip and Cryogenic
        Storage Container product lines. Frezer’s only employees are its executive
        officers who are responsible for all of Frezer’s operations. Frezer has
        employment agreements with each of its executive officers which provide for
        the
        payment of a base salary. The employment agreements are described more fully
        below.
  Due
        to its
        limited financial resources, Frezer has no formal
        compensation program for its executive officers, directors or
        employees .
        Frezer
        believes the base salaries established for each of its executive officers
        are
        competitive with the
        levels
        of compensation for similar executive officers with the skills and experience
        of
        Frezer’s officers. The base salary is designed to support Frezer’s business
        objectives to retain, reward, motivate and attract employees who possess
        the
        required technical and entrepreneurial skills and talent. However, Frezer
        also
        recognizes that its limited financial resources require it to allocate these
        limited resources between compensation payments to its executive officers
        and
        continued funding of its research and development. Accordingly, Frezer’s
        executive officers have agreed to defer the current payment of all or a portion
        of their salaries so Frezer can continue to fund its business operations.
        In the
        past, and as a fundamental part of Frezer’s compensation plan, Frezer’s
        executive officers have agreed to receive common stock in lieu of a portion
        of
        their earned and unpaid salary, as discussed more fully below.
  Frezer
        is
        not a "listed company" under SEC rules and is therefore not required to have
        a
        compensation committee. Accordingly, Frezer has no compensation
        committee.
  During
        the
        last two fiscal years, Frezer has not provided any annual or long-term equity
        or
        non-equity based incentive programs, health benefits, life insurance,
        tax-qualified savings plans, special employee benefits or perquisites,
        supplemental life insurance benefits, pension or other retirement benefits
        or
        any type of nonqualified deferred compensation programs for its executive
        officers or employees. Frezer did pay a bonus to one of its executive officers
        during 2005.
  Frezer
        does not consider the shares of common stock received in lieu of earned but
        unpaid salary as a stock award, but rather as a payment of salary in the
        form of
        stock. The shares of common stock issued in lieu of salary are valued by
        the
        Board at the time of issuance and are fully vested and
        non-forfeitable.
  Frezer
        has
        no stock option or equity plan.
  Summary
        Compensation Table
  The
        following table summarizes the total compensation paid to or earned by each
        of
        Frezer’s named executive officers who served as executive officers during all or
        a portion of the years ended December 31, 2005 and 2006.
  
 (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 Compen-sation
                ($)
              
              Non-qualified
                  Deferred Compen-sation Earnings
                ($)
              
              All
                  Other Compensation
                ($)
              
              Total
                  Compensation
                ($)David
                  R. Koos (CEO, CFO and Secretary) (1)
              
              
              2006
                2005
              
              $
                $
              200,000
                83,333
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              200,000
                83,333Brian
                  F. Pockett, COO and Managing Director (2)
              
              
              2006
                2005
              
              $
                $
              120,000
                59,831
              
              $
                $
              0
                1,270
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              120,000
                61,101Geoffrey
                  O'Neill, President (3)
              
              
              2006
                2005
              
              $
                $
              120,000
                59,831
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              120,000
                59,831






19





(1)
                David
                    R. Koos had earned but unpaid salary for 2005 of $83,335. During
                    2006,
                    Frezer and Mr. Koos agreed to the issuance of 2,766,666 shares
                    of Frezer's
                    common stock to Mr. Koos in lieu of the cash payment of the 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, a corporation
                    owned and
                    controlled by Mr. Koos. Mr. Koos earned $200,000 of 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 3,301,025 shares of Frezer's common
                    stock on
                    December 21, 2006. The Board of Directors and Mr. Koos agreed
                    to rescind
                    the December 21, 2006 share issuance and to return the certificates
                    representing these shares to Frezer for cancellation and, on
                    January 26,
                    2007, these shares were canceled.
  (2)
                Brian
                    F. Pockett's 2005 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, Frezer and Mr. Pockett agreed
                    to the
                    issuance of 1,666,667 shares of Frezer's common stock to Mr.
                    Pockett in
                    lieu of the cash payment of the 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 of 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
                    1,802,867
                    shares of Frezer's common stock on December 21, 2006. The Board
                    of
                    Directors and Mr. Pockett agreed to rescind the December 21,
                    2006 share
                    issuance and to return the certificates representing these shares
                    to
                    Frezer for cancellation and, on January 26, 2007, these shares
                    were
                    canceled.
  (3)
                Geoffrey
                    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,
                    Frezer
                    and Mr. O’Neill agreed to the issuance of 1,666,667 shares of Frezer's
                    common stock to Mr. O’Neill in lieu of the cash payment of the 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 of 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 2,336,108 shares of Frezer's common stock
                    on December
                    21, 2006. The Board of Directors and Mr. O’Neill agreed to rescind the
                    December 21, 2006 share issuance and to return the certificates
                    representing these shares to Frezer for cancellation and, on
                    January 26,
                    2007, these shares were canceled.
   Frezer
          paid no perquisites or other personal benefits for its executive officers
          during
          2005 and 2006.
 
 Employment
          and Other Agreements
 
 Frezer
          entered into employment agreements with its executive officers on July
          23, 2005.
          Under these employment agreements, b eginning
          on August 1, 2005, Frezer agreed to pay annual salaries to Messrs. Koos,
          Pockett
          and O'Neill of $200,000, $120,000 and $120,000, respectively, for their
          services
          as executive officers. These employment agreements may be terminated without
          cause by Frezer’s board at any time upon seven (7) days’ written notice. The
          employment agreements do not provide any benefits other than the payment
          of
          annual salary and reimbursement of business expenses. There is no severance
          or
          change of control payments provided under the employment agreements.
 
 Compensation
          of Directors
 
 During
          2006, Messrs.
          Koos, Pockett and O'Neill were
          the
          executive officers and directors of Frezer and did not receive separate
          compensation for their services as a director.


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




The
      following table sets forth certain information regarding Frezer’s common stock
      beneficially owned on February 2, 2007, for (i) each shareholder Frezer knows
      to
      be the beneficial owner of 5% or more of its outstanding common stock, (ii)
      each
      of Frezer’s executive officers and directors, and (iii) all executive officers
      and directors as a group. In general, a person is deemed to be a "beneficial
      owner" of a security if that person has or shares the power to vote or direct
      the voting of such security, or the power to dispose or to direct the
      disposition of such security. A person is also deemed to be a beneficial owner
      of any securities of which the person has the right to acquire beneficial
      ownership within 60 days. To the best of Frezer’s knowledge, all persons named
      have sole voting and investment power with respect to such shares, except as
      otherwise noted. Except as set forth in this Information Statement, there are
      not any pending or anticipated arrangements that may cause a change in control
      of Frezer. At February 2, 2007, 15,534,064 shares of Frezer’s common stock were
      outstanding.




**Name**
            
            **Number
                of Shares Beneficially**
              **Owned**
            
            **Percent
                of Shares**David
                R. Koos
              C/O
                Frezer, Inc.
              1010
                University Avenue, Suite 40
              San
                Diego, California 92103 (1)
            
            4,935,171
            
            31.8%Brian
                F. Pockett
              C/O
                Frezer, Inc
              1010
                University Avenue, Suite 40
              San
                Diego, California 92103
            
            2,566,667
            
            16.5%Geoffrey
                O’Neill
              C/O
                Frezer, Inc
              1010
                University Avenue, Suite 40
              San
                Diego, California 92103
            
            1,841,667
            
            11.8%Bio-Technology
                Partners Business Trust
              2307
                Fenton Parkway 107-120
              San
                Diego, California 92108
            
            2,708,333
            
            17.4%All
                Executive Officers and Directors as a group
            
            9,343,505
            
            60.1%




20







(1)  Includes
      125,400 shares owned by AFN Trust, 3,766,666 shares owned by Bombardier Pacific
      Ventures, Inc. and 1,403 shares owned by Cell Source Research, all of which
      are
      beneficially owned by David R. Koos and over which he has sole voting and
      dispositive control.






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




During
      the
      period beginning on December 30, 2005 and ending on March 31, 2006, Frezer
      loaned $44,000 to its former parent company. As consideration for these loans,
      Frezer received promissory notes bearing simple interest at the rate of 10%
      per
      annum. All notes were due and payable on December 30, 2006. On May 25, 2006
      $30,000 of the aforementioned loans were repaid. On June 30, 2006, the remaining
      $14,000 was repaid.




During
      the
      period beginning on January 1, 2006 and ending on March 31, 2006, Frezer loaned
      $20,000 to the AFN Trust, for whom Frezer’s Chairman and CEO acts as Trustee. As
      consideration for these loans, Frezer received a promissory note bearing simple
      interest at the rate of 10% per annum. The note is due and payable on December
      30, 2006. On August 3, 2006 AFN Trust repaid its loan in full.




Between
      February 1, 2006 and May 23, 2006, Frezer paid $130,000 and issued 600,000
      shares of common stock to Biotechnology Partners Business Trust, an independent
      consultant, in exchange for services rendered by Biotechnology Partners Business
      Trust consisting of assisting Frezer in development of its intellectual
      property. Biotechnology Partners Business Trust acquired 2,483,333 common shares
      of Frezer’s common stock on December 13, 2006 and 25,000 common shares on
      December 18, 2006 from three shareholders in three private
      transactions.




On
      July 3,
      2006, Frezer established a Line of Credit Promissory Note Agreement for $50,000
      with Biotechnology Business Partners Trust. The unpaid principal of this line
      of
      credit bears simple interest at a rate of 10% per annum. As of January 23,
      2007,
      there are a total of 11 advances under this credit line totaling $36,560.
      Amounts advanced under this credit line are due and payable on a date that
      is
      365 days from each advance. Frezer anticipates repayment of $36,560 due, plus
      accrued interest, from the proceeds of the Purchase Price at Closing.




On
      October
      26, 2006, Frezer borrowed $18,384.68 from the AFN Trust. On November 7, 2006,
      Frezer borrowed $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. Frezer anticipates
      repayment of these loans, plus accrued interest, from the proceeds of the
      Purchase Price at Closing.




The
      Principals, as part of the transactions under the Purchase Agreement, have
      agreed to enter into the Release Agreement and the Indemnity Agreement with
      Frezer at Closing. The Release Agreement and the Indemnity Agreement are
      discussed more fully above and will be included in a Current Report to be filed
      with the SEC by Frezer following the Closing.




21





**Item
      13. Exhibit Index**




(a)
            Exhibits.






**Exhibit
                Number**
            
            **Description**23.1
            
            Consent
                of Armando C. Ibarra, CPA dated February 15, 200731
            
            Certification
                pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed
                herewith)32
            
            Certification
                of Chief Executive Officer and Chief Financial Officer of the Company,
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002 (filed
                herewith)




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




(1)
            Audit
                Fees




The
      aggregate fees billed for the 2005 fiscal year for professional services
      rendered by Armando C. Ibarra for the audit of the Company's annual financial
      statements and review of financial statements included in the Company's Form
      10-KSB (17 CFR 249.308a) or 10-QSB (17 CFR 249.308b) or services that are
      normally provided by the accountant in connection with statutory and regulatory
      filings or engagements for such period were $4,095.




The
      aggregate fees billed for the 2006 fiscal year for professional services
      rendered by Chang Park, CPA for the audit of the Company's annual financial
      statements and review of financial statements included in the Company's Form
      10-KSB (17 CFR 249.308a) or 10-QSB (17 CFR 249.308b) or services that are
      normally provided by the accountant in connection with statutory and regulatory
      filings or engagements for such period were $18,900.




(2)
            Audit-related
                Fees




There
      were
      no fees billed for the 2005 and 2006 fiscal year for assurance and related
      services by the principal accountants that are reasonably related to the
      performance of the audit or review of the Company's financial statements.




(3)
            Tax
                Fees




There
      were
      no fees billed for the 2005 and 2006 fiscal year for professional services
      rendered by the principal accountant for tax compliance, tax advice, and tax
      planning.




(4)
      All
      Other Fees




There
      were
      no other fees billed for the 2005 and 2006 fiscal year for products and services
      provided by the principal accountant, other than the services reported above.




Pre-Approval
      Policies and Procedures




Before
      the
      accountant is engaged by the Company to render audit or non-audit services,
      the
      engagement is approved by the Company's the board of directors acting as the
      audit committee.




22





SIGNATURES




In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




**FREZER,
                INC.**Date: March
                20, 2007
            By:
            /s/ Kevin
                R. Keating/s/ Kevin
                  R. KeatingChief
                Executive Officer










23







Table
      of
      Contents






**Page**Report
                of Independent Registered Public Accounting Firm
            F-1
                - 2Balance
                Sheet as of December 31, 2006 and December 31, 2005
            F-3Statement
                of Operations for the year ending December 31, 2006, for the period
                from
                May 2, 2005 (Inception) to December 31, 2005, and for the period
                from May
                2, 2005 (inception) to December 31, 2006
            F-4Statement
                of Stockholders' Equity for the period May 2, 2005 (Inception) through
                December 31, 2006
            F-5Statement
                of Cash Flows for the year ending December 31, 2006, for the period
                from
                May 2, 2005 (Inception) to December 31, 2005, and for the period
                from May
                2, 2005 (inception) to December 31, 2006
            F-6Notes
                to Financial Statements
            F-7
                - 13











**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) 408-2695** **t** **FAX (858) 764-5480**








Report
      of
      Independent Registered Public Accounting Firm




To
      the
      Board of Directors and Stockholders


Frezer,
      Inc.






We
      have
      audited the accompanying balance sheet of Frezer, Inc. (the “Company”) as of
      December 31, 2006 and the related statements of operation, changes in
      shareholders’ equity and cash flows for the year then ended, and for the period
      of May 2, 2005 (inception) to December 31, 2006. These financial statements
      are
      the responsibility of the Company’s management. Our responsibility is to express
      an opinion on these financial statements based on our audit. The financial
      statements of the Company as of December 31, 2005, and for the period May 2,
      2005 (inception) to December 31, 2005 were audited by other auditors whose
      report dated March 20, 2006, expressed an unqualified opinion on those
      statements. Their report included an explanatory paragraph regarding going
      concern.




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,
      2006, and the result of its operation and its cash flows for the year then
      ended
      and for the period of May 2, 2005 (inception) to December 31, 2006 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 7 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
      14, 2007


San
      Diego,
      CA. 91910




F-1







A
            C
            I
            ARMANDO
                C. IBARRA
              Certified
                Public Accountants
              A
                Professional Corporation






Armando
                C. Ibarra,
                C.P.A.
            Members
                of the California Society of Certified Public
                AccountantsArmando
                Ibarra, Jr., C.P.A., JD
            Members
                of the American Institute of Certified Public Accountants
              Members
                of the Better Business Bureau since
                1997






To
      the
      Board of Directors


Frezer,
      Inc.




Report
      of
      Independent Registered Public Accounting Firm






We
      have
      audited the accompanying balance sheet of Frezer, Inc. as of December 31, 2005
      and the related statement of operations, changes in stockholders’ equity and
      cash flow for the period from May 2, 2005 (inception) to December 31, 2005.
      These financial statements are the responsibility of the Company’s management.
 Our responsibility is to express an opinion on these financial statements
      based on our audit.




We
      conducted our audits 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,
      2005, and the results of their operations and its cash flows for the period
      May
      2, 2005 (inception) to December 31, 2005 in conformity with U.S. generally
      accepted accounting principles.




The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern.  As discussed in Note 6 to the
      consolidated 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/
      ARMANDO C. IBARRA,


_________________________________


ARMANDO
      C.
      IBARRA, CPA




March
      20,
      2006


Chula
      Vista, Ca. 91910






F-2







**Frezer,
                Inc.****Balance
                Sheet**




**As
                of**
            
            **As
                of****December
                31,**
            
            **December
                31,****2006**
            
            **2005****ASSETS****CURRENT
                ASSETS**Cash
            
            
            
            
            $
            230
            
            $
            264,932Notes
                Receivable
            
            
            
            
            
            -
            
            
            10,000Pre-paid
                Expenses
            
            
            
            
            
            10,834
            
            
            24,285**Total
                Current Assets**
            
            
            
            
            
            11,064
            
            
            299,217**PROPERTY
                & EQUIPMENT**
            
            
            
            
            
            -
            
            
            1,180Deposits
            
            
            
            
            
            3,942
            
            
            -**Total
                Other Assets**
            
            
            
            
            
            3,942
            
            
            -**TOTAL
                ASSETS**
            
            
            
            
            $
            **15,006**
            
            $
            300,397




**LIABILITIES
                AND STOCKHOLDERS' EQUITY****CURRENT
                LIABILITIES**Accounts
                payable
            
            
            
            
            $
            4,547
            
            $
            6,783Accrued
                Salaries
            
            
            
            
            
            -
            
            
            183,335Accrued
                Payroll taxes
            
            
            
            
            
            13,377
            
            
            9,095Accrued
                Interest
            
            
            
            
            
            2,557
            
            
            -Notes
                Payable
            
            
            
            
            
            86,145
            
            
            -**Total
                Current Liabilities**
            
            
            
            
            
            106,626
            
            
            199,213**TOTAL
                LIABILITIES**
            
            
            
            
            
            106,626
            
            
            199,213**STOCKHOLDERS'
                EQUITY**Common
                Stock, $0.001 par value, 100,000,000 authorized22,974,064
                and 8,076,564 shares issued and outstandingas
                of December 31, 2006 and 2005, respectfully
            
            
            
            
            
            22,974
            
            
            8,076Additional
                Paid-In Capital
            
            
            
            
            
            1,240,097
            
            
            401,811Deficit
                accumulated during the development stage
            
            
            
            
            
            (1,354,691
            )
            
            (308,703
            )**Total
                Stockholders' Equity (Deficit)**
            
            
            
            
            
            (91,620
            )
            
            101,184**TOTAL
                LIABILITIES****&
                STOCKHOLDERS' EQUITY**
            
            
            
            
            $
            **15,006**
            
            $
            **300,397**




*The
      accompanying Notes are an integral part of these Financial
      Statements*




F-3







**Frezer,
                Inc.****Statements
                of Operations**




**May
                2, 2005**
            
            **May
                2, 2005****(Inception)**
            
            **(Inception)****Year
                Ended**
            
            **Through**
            
            **through****December
                31,**
            
            **December
                31,**
            
            **December
                31,****2006**
            
            **2005**
            
            **2006****REVENUES**
            
            
            
            
            $
            -
            
            $
            -
            
            $
            -**Total
                Revenues**
            
            
            
            
            
            -
            
            
            -
            
            
            -**COSTS
                AND EXPENSES**Research
                & Development
            
            
            
            
            
            392,412
            
            
            -
            
            
            392,412Administrative
                Expenses
            
            
            
            
            
            655,852
            
            
            308,703
            
            
            964,555**Total
                Costs and Expenses**
            
            
            
            
            
            1,048,264
            
            
            308,703
            
            
            1,356,967**OPERATING
                LOSS**
            
            
            
            
            
            (1,048,264
            )
            
            (308,703
            )
            
            (1,356,967
            )**OTHER
                INCOME & (EXPENSES)**Interest
                expense
            
            
            
            
            
            (2,787
            )
            
            -
            
            
            (2,787
            )Interest
                Income
            
            
            
            
            
            2,802
            
            
            -
            
            
            2,802Other
                income
            
            
            
            
            
            2,261
            
            
            -
            
            
            2,261**Total
                Other Income & (Expenses)**
            
            
            
            
            
            2,276
            
            
            -
            
            
            2,276**NET
                LOSS**
            
            
            
            
            **$**
            **(1,045,988**
            **)**
            $
            **(308,703**
            **)**
            $
            **(1,354,691**
            **)****BASIC
                AND DILUTED EARNINGS (LOSS) PER SHARE****BASIC
                AND DILUTED EARNINGS (LOSS) PER SHARE**
            
            
            
            
            $
            **(0.07**
            **)**
            $
            $**(0.08**
            **)****WEIGHTED
                AVERAGE NUMBER OF****COMMON
                SHARES OUTSTANDING**
            
            
            
            
            
            **14,120,105**
            
            
            **4,091,218**




*The
      accompanying Notes are an integral part of these Financial
      Statements*




F-4







**Frezer,
                Inc.****Statement
                of Stockholders' Equity****From
                May 2, 2005 through December 31, 2006****Deficit****Accumulated****Additional**
            
            **During****Common**
            
            **Paid-in**
            
            **Development****Shares**
            
            **Amount**
            
            **Capital**
            
            **Stage**
            
            **Total**Shares
                issued for cash and services May 4, 2005
            
            
            **5,935,315**
            
            $
            **5,936**
            
            $
            **44,264**
            
            
            
            
            $
            **50,200**Shares
                issued for services May 4, 2005
            
            
            100,000
            
            
            100
            
            
            900
            
            
            
            
            
            1,000Shares
                issued for cash November 10, 2005
            
            
            1,650,000
            
            
            1,650
            
            
            245,850
            
            
            
            
            
            247,500Shares
                issued for cash November 23, 2005
            
            
            333,333
            
            
            333
            
            
            99,667
            
            
            
            
            
            100,000Shares
                issued for services December 10, 2005
            
            
            57,916
            
            
            58
            
            
            11,129
            
            
            
            
            
            11,187Net
                Loss, December 31, 2005
            
            
            
            
            
            
            
            
            
            
            $
            (308,703
            )
            
            (308,703
            )**Balance
                December 31, 2005**
            
            
            **8,076,564**
            
            
            **8,077**
            
            
            **401,810**
            
            
            **(308,703**
            **)**
            
            **101,184**Shares
                issued for cash
            
            
            500,000
            
            
            500
            
            
            149,500
            
            
            
            
            
            150,000Shares
                issued for services
            
            
            857,500
            
            
            857
            
            
            218,893
            
            
            
            
            
            219,750Shares
                issued in lieu of compensation
            
            
            13,540,000
            
            
            13,540
            
            
            469,894
            
            
            
            
            
            483,434Net
                Loss
            
            
            
            
            
            
            
            
            
            
            
            (1,045,988
            )
            
            (1,045,988
            )**Balance
                December 31, 2006**
            
            
            **22,974,064**
            
            $
            **22,974**
            
            $
            **1,240,097**
            
            $
            **(1,354,691**
            **)**
            $
            **(91,620**
            **)**




*The
      accompanying Notes are an integral part of these Financial
      Statements*




F-5







**Frezer****Statement
                of Cash Flow****May
                2, 2005**
            
            **May
                2, 2005****(Inception)**
            
            **(Inception)****Year
                Ended**
            
            **through**
            
            **through****December
                31,**
            
            **December
                31,**
            
            **December
                31,****2006**
            
            **2005**
            
            **2006****CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                (loss)
            
            
            
            
            $
            (1,045,988
            )
            $
            (308,703
            )
            $
            (1,354,691
            )Adjustments
                to reconcile net loss to net cash (used in) provided
            
            
            
            
            
            
            
            
            
            
            
            -by
                operating activities:
            
            
            
            
            
            
            
            
            
            
            
            -Depreciation
                expense
            
            
            
            
            
            1,180
            
            
            -
            
            
            1,180Stock
                issued in lieu of compensation
            
            
            
            
            
            -
            
            
            -
            
            
            -Stock
                issued for services
            
            
            
            
            
            219,750
            
            
            12,187
            
            
            231,937Changes
                in operating assets and liabilities:
            
            
            
            
            
            
            
            
            
            
            
            -(Increase)
                decrease in prepaid expenses
            
            
            
            
            
            13,451
            
            
            (24,285
            )
            
            (10,834
            )Increase
                (decrease) in accounts payable
            
            
            
            
            
            (2,236
            )
            
            6,783
            
            
            4,547Increase
                (decrease) in accrued payroll
            
            
            
            
            
            (183,335
            )
            
            183,335
            
            
            -Increase
                (decrease) in accrued payroll taxes
            
            
            
            
            
            4,282
            
            
            9,095
            
            
            13,377Increase
                (decrease) in accrued interest
            
            
            
            
            
            2,557
            
            
            -
            
            
            2,557***Net
                Cash Provided by (Used in) Operating
                Activities***
            
            
            
            
            
            **(990,339**
            **)**
            
            **(121,588**
            **)**
            
            **(1,111,927**
            **)****CASH
                FLOWS FROM INVESTING ACTIVITIES**Increase
                in deposit
            
            
            
            
            
            (3,942
            )
            
            -
            
            
            (3,942
            )Acquisition
                of property & equipment
            
            
            
            
            
            
            
            
            (1,180
            )
            
            (1,180
            )Increase
                (decrease) in accounts receivable - related party
            
            
            
            
            
            10,000
            
            
            (10,000
            )
            
            -***Net
                Cash Provided by (Used in) Investing
                Activities***
            
            
            
            
            
            **6,058**
            
            
            **(11,180**
            **)**
            
            **(5,122**
            **)****CASH
                FLOWS FROM FINANCING ACTIVITIES**Increase
                in notes payable
            
            
            
            
            
            86,145
            
            
            -
            
            
            86,145Common
                stock issued for accrued payroll
            
            
            
            
            
            483,434
            
            
            -
            
            
            483,434Common
                tock issued for cash
            
            
            
            
            
            150,000
            
            
            397,700
            
            
            547,700***Net
                Cash Provided by (Used in) Financing
                Activities***
            
            
            
            
            
            **719,579**
            
            
            **397,700**
            
            
            1,117,279***Net
                Increase (Decrease) in Cash***
            
            
            
            
            
            **(264,702**
            **)**
            
            **264,932**
            
            
            **230*****Cash
                at Beginning of Year***
            
            
            
            
            
            **264,932**
            
            
            **-**
            
            
            -***Cash
                at End of Year***
            
            
            
            
            **$**
            **230**
            
            $
            **264,932**
            
            $
            **230*****Supplemental
                Cash Flow Disclosures:***Cash
                paid during period for interest
            
            
            
            
            $
            -
            
            $
            -
            
            $
            -Cash
                paid during period for taxes
            
            
            
            
            $
            -
            
            $
            800
            
            $
            -






*The
      accompanying Notes are an integral part of these Financial
      Statements*




F-6







FREZER,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)


NOTES
      TO
      FINANCIAL STATEMENTS


FOR
      THE
      YEAR ENDED DECEMBER 31, 2006




NOTE
      1.
      ORGANIZATION AND DESCRIPTION OF BUSINESS




Frezer,
      Inc. (the “Company”) was incorporated in the State of Nevada on May 2, 2005. The
      Company's activities to date have consisted primarily of organizational
      activities.




Frezer,
      Inc. was previously a wholly owned subsidiary of BMXP Holdings, 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 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
      our common stock for every one share(s) of BMXG common stock held on the record
      date. The distribution was made 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 Board
      of
      Directors of the Company unanimously approved resolutions to abandon all plans
      to develop a stem cell banking facility and market that facility's
      services.




From
      July
      11, 2006 the Company's objectives have been:




(a)
      The
      development and marketing of intellectual property relating to the Company's
      proprietary Cryo-Chip and




(b)
      The
      development and marketing of intellectual property relating to Cryogenic Storage
      tank modifications for increased storage capacity.




NOTE
      2.
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




A.
      Basis
      of Accounting




The
      Company’s financial statements are prepared using the accrual method of
      accounting. The Company has elected a December 31, year-end.




B
      Basic
      Earnings per (loss) Share




In
      February 1997, the FASB issued SFAS No. 128, “Earnings Per Share”, which
      specifies the computation, presentation and disclosure requirements for earnings
      (loss) per share for entities with publicly held common stock. SFAS No. 128
      supersedes the provisions of APB No. 15, and requires the presentation of basic
      earnings (loss) per share




F-7







FREZER,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)


NOTES
      TO
      FINANCIAL STATEMENTS


FOR
      THE
      YEAR ENDED DECEMBER 31, 2006




and
      diluted earnings (loss) per share. The Company has adopted the provisions of
      SFAS No. 128 effective May 2, 2005 (inception). Basic net loss per share amounts
      is computed by dividing the net loss by the weighted average number of common
      shares outstanding. Diluted earnings per share are the same as basic earnings
      per share due to the lack of dilutive items in the Company.




C
      Cash and
      Cash Equivalents




For
      purpose of reporting the statement of flows, cash and cash equivalents include
      highly liquid investments with investments with maturities of three months
      or
      less at the time of purchase.




D
      Use of
      Estimates




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




E
      Development Stage




The
      Company continues to devote substantially all of its efforts in the development
      of its plan to develop and market intellectual property relating to the
      Company's proprietary Cryo-Chip and develop and market intellectual property
      relating to Cryogenic Storage tank modifications for increased storage
      capacity.




F
      Income
      Taxes




The
      Company accounts for income taxes under the statement of Financial Accounting
      Statement No. 109, Accounting for Income Taxes,’ (“SFAS109). Under SFAS 109,
      deferred tax assets and liabilities are recognized for the future tax
      consequences attributable to differences between the financial
      statement-carrying basis. Deferred tax assets and liabilities are measured
      using
      enacted tax rates expected to apply to taxable income in the years in which
      those temporary differences are expected to be recovered or settled. The effect
      on deferred tax assets and liabilities of a change in tax rates are recognized
      in the income in the period that included the enactment date. There were no
      current or deferred income tax expenses or benefits due to the fact that the
      Company did not have any material operations for the period from May 2, 2005
      (inception) through December 31, 2006.




F-8







FREZER,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)


NOTES
      TO
      FINANCIAL STATEMENTS


FOR
      THE
      YEAR ENDED DECEMBER 31, 2006




G
      New
      Accounting Pronouncements




Management
      does not believe that any recently issued, but not yet effective, accounting
      standards, if currently adopted, could have a material effect on the
      accompanying financial statements.




NOTE
      3.
      NOTES PAYABLE




On
      July 3,
      2006, we 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.
      As
      of January 23, 2007, there are a total of 11 advances under this credit line
      totaling $36,560.42 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, we borrowed $18,384.68 from the AFN Trust. On November 7, 2006, we
      borrowed $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.




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




NOTE
      4.
      COMMON STOCK




The
      Company is authorized to issue 100,000,000 shares of common stock at $0.001
      par
      value.




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




F-9







FREZER,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)


NOTES
      TO
      FINANCIAL STATEMENTS


FOR
      THE
      YEAR ENDED DECEMBER 31, 2006




On
      November 10, 2005, the Company sold 1,650,000 common shares for cash at an
      aggregate price of $247,500.




On
      November 23, 2005, the Company sold 333,333 common shares for cash at an
      aggregate price of $100,000.




On
      December 10, 2005, the Company issued 57,916 common shares for service valued
      at
      $11,187.




On
      February 23, 2006 the Company sold 500,000 shares of its common stock for
      $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 to
      various consultants assisting the Company with its business model implementation
      at aggregate price of $18,750.




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




Between
      May 23, 2006 and May 26, 2006 the Company issued 670,000 common shares to
      outside consultants for services valued at $201,000.




On
      December 21, 2006 the Company issued 7,440,000 common shares to the management
      team of Frezer, Inc. for compensation amounting to $300,000. On January 26,
      2007
      the officers returned these shares to the company for cancellation.




As
      of
      December 31, 2006 and December 31, 2005, the Company had 22,974,064 shares
      and
      8,076,564 shares of common stock issued and outstanding,
      respectively




NOTE
      5.
      WARRANTS AND OPTIONS




There
      are
      no warrants or options outstanding to acquire any additional shares of common
      stock.




NOTE
      6.
      TRANSACTION WITH RELATED PARTY




The
      Company leased approximately 1,900 square feet of office space at a rate of
      $3,818 per month from its former parent. The sublease was for a period of one
      year commencing on June 3, 2005 and expired on June 2, 2006. The sublease did
      not contain a renewal




F-10







FREZER,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)


NOTES
      TO
      FINANCIAL STATEMENTS


FOR
      THE
      YEAR ENDED DECEMBER 31, 2006




option.
      Currently, the Company remains in the same location on a month-to-month
      arrangement.




There
      are
      no contingent payments which the Company is required to make. For the years
      ended on December 31, 2006 and 2005 the company incurred rental expense of
      $48,068 and $26,726 respectively. Prior to June 3, 2005, the Company, on limited
      occasions, utilized office space and certain administrative support services
      provided by its former parent company at no charge.




During
      the
      period beginning on January 1, 2006 and ending on March 31, 2006, the Company
      loaned $34,000 to its former parent. As consideration for these loans, the
      Company received promissory notes bearing simple interest at the rate of 10%
      per
      annum. All notes are due and payable on December 30, 2006. On May 25, 2006
      $20,000 of the aforementioned loans, in addition to an additional $10,000 loan
      to the Company's former parent, were paid in full. On June 30, 2006 the
      remaining $14,000 was repaid in full.




During
      the
      period beginning on January 1, 2006 and ending on March 31, 2006, the Company
      loaned $20,000 to the AFN Trust, for whom the Company's Chairman and CEO acts
      as
      Trustee. As consideration for these loans, the Company received a promissory
      note bearing simple interest at the rate of 10% per annum. The note was due
      and
      payable on December 30, 2006. On August 3, 2006 AFN Trust repaid its loan in
      full.




Between
      February 1, 2006 and May 23, 2006 we paid $130,000 and issued 600,000 shares
      of
      common stock to Biotechnology Partners Business Trust, an independent
      consultant, in exchange for services rendered by Biotechnology Partners Business
      Trust consisting of assisting us in development of our intellectual property.
      Bio Technology Partners Business Trust acquired 2,483,333 common shares of
      our
      stock on December 13, 2006 and 25,000 common shares on December 18, 2006 from
      three shareholders in three private transactions.




On
      July 3,
      2006, we 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 January 23,
      2007,
      there are a total of 11 advances under this credit line totaling $36,560.42.
      Amounts advanced under this credit line are due and payable on a date that
      is
      365 days from each advance. On October 26, 2006, we borrowed $18,300.50 from
      the
      AFN Trust. On November 7, 2006, we borrowed $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


FOR
      THE
      YEAR ENDED DECEMBER 31, 2006


.




NOTE
      7.
      GOING CONCERN




The
      accompanying financial statements have been prepared in conformity with
      accounting principles generally accepted in the United States of America, which
      contemplate continuation of the Company as a going concern. However, the Company
      has incurred losses since its inception and has not yet been successful in
      establishing profitable operations. These factors raise substantial doubt about
      the ability of the Company to continue as a going concern. Unanticipated costs
      and expenses or the inability to generate revenues could require additional
      financing, which the Company currently plans to seek through equity financing.
      During the years ended December 31, 2006 and 2005 the Company raised cash
      through the issuance of equity securities totaling $150,000 and $347,500
      respectively.




To
      the
      extent financing is not available, the Company may not be able to, or may be
      delayed in, developing its business purpose. The accompanying financial
      statements do not reflect any adjustments that might result from the outcome
      of
      these uncertainties. To date the Company has had no sales due to the early
      stage
      of its efforts to transition into the marketing and distribution of its
      products. The Company was primarily engaged in research and development
      activities. Consequently, the Company has incurred recurring losses from
      operations. These factors, as well as the risks associated with raising capital
      through the issuance of equity and/or debt securities creates uncertainty as
      to
      the Company's ability to continue as a going concern.




NOTE
      8.
      INCOME TAXES




As
                of December 31, 2006Deferred
                tax assets:Net
                operating tax carry forwards
            
            $
            461,325Other
            
            
            -0-Gross
                deferred tax assets
            
            
            461,325Valuation
                allowance
            
            
            (461,325
            )Net
                deferred tax assets
            
            $
            -0-






F-12







FREZER,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)


NOTES
      TO
      FINANCIAL STATEMENTS


FOR
      THE
      YEAR ENDED DECEMBER 31, 2006




Realization
      of deferred tax assets is dependent upon sufficient future taxable income during
      the period that deductible temporary differences and carry forwards are expected
      to be available to reduce taxable income. As the achievement of required future
      taxable income is uncertain, the Company recorded a valuation
      allowance.




NOTE
      9.
      SCHEDULE OF NET OPERATING LOSSES




2005
                Net Operating Loss
            
            $
            308,7032006
                Net Operating Loss
            
            $
            1,048,136Net
                Operating Loss
            
            $
            1,356,839




As
      of
      December 31, 2006, the Company has a net operating loss carry forward of
      approximately $1,356,839 which will expire 20 years from the date the loss
      was
      incurred.




NOTE
      10.
      SUBSEQUENT EVENTS




On
      December 21, 2006 the officers of the company received 7,440,000 common
      restricted shares in consideration for accrued salaries of $300,000. The Board
      of Directors and the officers agreed to rescind these share issuances and to
      return the certificates representing these shares to the Company for
      cancellation and, on January 26, 2007, these shares were canceled and the
      Company recorded $300,000 of accrued salary on its books.




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 will, at the closing of the
      transactions contemplated under the Purchase Agreement (“Closing”), sell to KI
      Equity, and KI Equity will purchase from the Company, 63,900,000 shares of
      Frezer’s common stock for a purchase price of $639,000, or $0.01 per
      share.




F-13