U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

               [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2008

                         Commission File Number 0-51336

                                  FREZER, INC.
                                  ------------
                 (Name of Small Business Issuer in its charter)

                Nevada                              02-2777600
                ------                              ----------
     (State or other jurisdiction    (I.R.S. employer identification number)
    of incorporation or formation)

 190 Lakeview Way, Vero Beach, Florida                 32963
 -------------------------------------                 -----
(Address of principal executive offices)             (Zip Code)

                                 (772) 231-7544
                                 --------------
                           (Issuer's telephone number)

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

                None                                        None
                ----                                        ----
(Title of each class to be so registered)   (Name of each Exchange on which each
                                                 class is to be registered)

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

                              Common Stock, $0.001
                              --------------------
                              (Title of each class)

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

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Securities 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 [ ]

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

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act:

   Large accelerated filer [ ]                  Accelerated filer [ ]

   Non-accelerated  (Do not check if a          Smaller reporting company [X]
   smaller reporting company) filer [ ]

Indicate by check mark whether the  registrant is a shell company (as defined by
Rule 12b-2 of the Act). Yes [X] No [ ]

The Company's revenues for the fiscal year end December 31, 2008 were $0.

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As of January 26, 2009, there were 682,000 shares of the registrant's common
stock held by non-affiliates. As of January 26, 2009, there were 4,267,000
shares of common stock outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:

                                      None




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                                           TABLE OF CONTENTS

PART I
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Item 1.  Business                                                                                     1
Item 1A. Risk Factors                                                                                 4
Item 1B. Unresolved Staff Comments                                                                    9
Item 2.  Properties                                                                                   9
Item 3.  Legal Proceedings                                                                            9
Item 4.  Submission of Matters to a Vote of Security Holders                                          9

PART II
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Item 5.  Market for Registrant's Common Equity, Related Stockholder Matters                          10
         and Issuer Purchases of Equity Securities
Item 6.  Selected Financial Data                                                                     12
Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations       12
Item 7A. Quantitative and Qualitative Disclosures about Market Risk                                  14
Item 8.  Financial Statements and Supplementary Data                                                 14
Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure        30
Item 9A. Controls and Procedures                                                                     30
Item 9B. Other Information                                                                           30

PART III
--------
Item 10. Directors, Executive Officers and Corporate Governance                                      31
Item 11. Executive Compensation                                                                      33
Item 12. Security Ownership of Certain Beneficial Owners and Management and                          35
         Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence                   36
Item 14. Principal Accounting Fees and Services                                                      37

PART IV
-------
Item 15. Exhibits, Financial Statement Schedules                                                     37

         Signatures                                                                                  39

         Certifications                                                                              40

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                           FORWARD-LOOKING STATEMENTS

Certain statements made in this Annual Report on Form 10-K are "forward-looking
statements" (within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of Frezer, Inc. (the
"Company") to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. The
forward-looking statements included herein are based on current expectations
that involve numerous risks and uncertainties. The Company's plans and
objectives are based, in part, on assumptions involving the continued expansion
of business. Assumptions relating to the foregoing involve judgments with
respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking
statements included in this Annual Report will prove to be accurate. In light of
the significant uncertainties inherent in the forward-looking statements
included herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.


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                                     PART I

Item 1. Business.

Introduction and History

     Frezer, Inc. ("we", "us", "our", or the "Company") was incorporated in the
State of Nevada on May 2, 2005 and maintains its principal executive offices at
190 Lakeview Way, Vero Beach, FL 32963. The Company was previously a wholly
owned subsidiary of BMXP Holdings, Inc., then known as Bio-Matrix Scientific
Group, Inc. ("BMXG"), a Delaware corporation engaged primarily in the
development of medical devices. The board of directors of BMXG voted to
distribute all shares of the Company's common stock, par value $0.001 per share
(the "Common Stock"), held by BMXG to holders of BMXG common stock of record as
of May 31, 2005. On June 15, 2005, these stockholders received one share of the
Company's Common Stock for each share of BMXG common stock.

     On June 1, 2005, the Company filed a registration statement on Form 10-SB
with the Securities and Exchange Commission (the "SEC"). Upon effectiveness of
such registration statement, the Company has been subject to the reporting
requirements under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

     From inception to July 11, 2006 the Company's objective was to operate in
the field of stem cell banking and regenerative medicine. However, on July 11,
2006, the Company's board of directors (the "Board of Directors") unanimously
approved resolutions to abandon all plans to develop a stem cell banking
facility and market that facility's services.

     Commencing on July 11, 2006, the Company shifted its focus to (i) the
development and marketing of intellectual property relating to the Cryo-Chip,
which was designed to provide an extensive line of stem cells for research and
development, and (ii) the development and marketing of intellectual property
relating to cryogenic storage tank modifications for increased storage capacity.

Reverse Stock Split

     On January 10, 2008, the Company's Board of Directors adopted, and holders
of a majority of our issued and outstanding shares of Common Stock approved, by
written consent, a 1-for-20 reverse stock split (the "Reverse Split") of the
Company's common stock outstanding, with special treatment for certain of the
Company's stockholders to preserve round lot stockholders.

     The Reverse Split provided special treatment to stockholders of record as
of the record date of January 10, 2008 (the "Record Date") holding fewer than
2,000 shares of common stock to prevent those stockholders from holding less
than 100 shares after the Reverse Split (the "Special Treatment"). Accordingly,
stockholders who held less than 2,000 shares but at least 100 shares of common
stock as of the Record Date and who continued to hold such shares as of the
effective date of the Reverse Split on February 26, 2008 (the "Effective Date"),
received 100 shares of common stock. Stockholders who purchased less than 2,000
shares but at least 100 shares after the Record Date and who continued to hold
such shares as of the Effective Date were not afforded the Special Treatment. No
special treatment was afforded to stockholders who held less than 100 shares on
the Record Date. No fractional shares were issued for any fractional share
interest created by the Reverse Split. Any stockholder who would have otherwise
received a fractional share instead received a full share of common stock for
any fractional share interests created by the Reverse Split.

     As a result of the Special Treatment and round-up for fractional shares, an
additional 125,296 shares of common stock were issued in connection with and as
a part of the Reverse Split. All share numbers in this Annual Report and the
financial statements included herein are shown on a post-Reverse Split basis.

Change in Control

     On February 1, 2007, the Company and KI Equity Partners IV, LLC ("KI
Equity"), a Delaware limited liability company, entered into a securities
purchase agreement (the "Purchase Agreement") pursuant to which the Company sold
3,195,000 shares of Common Stock for an aggregate purchase price of $639,000 to
KI Equity. The Company sold these shares of Common Stock under the exemption
from registration provided by Section 4(2) of Securities Act of 1933, as amended
(the "Securities Act") and/or Rule 506 of Regulation D promulgated thereunder.
The closing of the transactions under the Purchase Agreement occurred on
February 22, 2007. Additionally, KI Equity purchased an aggregate of 305,000
shares of Common Stock from Brian F. Pockett, the former Chief Operating Officer
of the Company ("Pockett"), Geoffrey O'Neill, the former President of the

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Company ("O'Neill") and Bombardier Pacific Ventures, Inc., a Nevada corporation
controlled by David R. Koos, the former Chairman and Chief Executive Officer of
Frezer ("Bombardier") (collectively, the "Former Principals") for an aggregate
purchase price equal to $61,000. As a result of KI Equity's purchase of the
aggregate of 3,500,000 shares of Common Stock, the Company experienced a change
in control (the "Change in Control").

     In connection with the Change in Control, the Company granted certain
demand and piggyback registration rights to KI Equity with respect to its shares
of Common Stock. At the closing of the Change in Control (the "Closing"), the
Company and KI Equity entered into a registration rights agreement (the
"Registration Rights Agreement") granting the foregoing registration rights.

     Immediately prior to the Closing, the Former Principals entered into a
certain indemnity agreement with the Company (the "Indemnity Agreement"). Under
the Indemnity Agreement, the Former Principals agreed to indemnify and hold the
Company harmless from all liabilities and obligations related to the period
prior to Closing ("Damages"). Except for indemnity claims related to taxes, the
Company was not entitled to indemnification for any Damages in excess of
$499,700, and no demand or claim for indemnification may be made after second
anniversary of the Closing. As consideration for providing the indemnification,
the Company agreed to pay the Principals an aggregate sum of $376,750, of which
$25,000 was held in escrow for ninety days following the Closing to satisfy any
indemnification claims pursuant to the Indemnity Agreement.

     In connection with the Purchase Agreement, and as a condition to the
Closing, the Principals agreed to terminate any and all agreements and contracts
with the Company and irrevocably release the Company from any and all debts,
liabilities and obligations, pursuant to the terms and conditions of a certain
release agreement (the "Release Agreement") which was executed at the Closing.

     Effective as of the Closing, in accordance with the terms of the Purchase
Agreement, the then existing officers and directors of the Company resigned, and
Kevin R. Keating was appointed as the President, Secretary, Treasurer, Chief
Executive Officer, Chief Financial Officer and sole director of the Company. The
principal executive office of the Company was moved to 936A Beachland Boulevard,
Suite 13, Vero Beach, FL 32963, and has since been moved to the Company's
current location at 190 Lakeview Way, Vero Beach, FL 32963.

Current Business

     Following the Change in Control, Kevin R. Keating commenced an
investigation to determine whether to continue or to cease the then-present
operations of the Company. Mr. Keating determined it to be in the best interests
of the Company to permanently suspend its operations.

     The Company's current business strategy is to investigate and, if such
investigation warrants, acquire a target company or business seeking the
perceived advantages of being a publicly held corporation. The Company's
principal business objective for the next 12 months and beyond such time will be
to achieve long-term growth potential through a combination with a business
rather than immediate, short-term earnings. The Company will not restrict our
potential candidate target companies to any specific business, industry or
geographical location and, thus, may acquire any type of business.

     Under SEC Rule 12b-2 under the Securities Act of 1933, as amended (the
"Securities Act"), the Company qualifies as a "shell company," because it has no
or nominal assets (other than cash) and no or nominal operations. The Company
intends to comply with the periodic reporting requirements of the Exchange Act
for so long as it is subject to those requirements.

     The analysis of new business opportunities will be undertaken by or under
the supervision of Kevin R. Keating, the sole officer and director of the
Company. As of the filing of this Annual Report, the Company has not entered
into a definitive agreement with any party regarding a possible business
combination involving the Company. The Company has unrestricted flexibility in
seeking, analyzing and participating in potential business combinations. In its
efforts to analyze potential acquisition targets, the Company will consider the
following kinds of factors:

     (i)    Potential for growth, indicated by new technology, anticipated
            market expansion or new products;

     (ii)   Competitive position as compared to other firms of similar size and
            experience within the industry segment as well as within the
            industry as a whole;

     (iii)  Strength and diversity of management, either in place or scheduled
            for recruitment;

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     (iv)   Capital requirements and anticipated availability of required funds,
            to be provided by the Company or from operations, through the sale
            of additional securities, through joint ventures or similar
            arrangements or from other sources;

     (v)    The cost of participation by the Company as compared to the
            perceived tangible and intangible values and potentials; (vi) The
            extent to which the business opportunity can be advanced;

     (vii)  The accessibility of required management expertise, personnel, raw
            materials, services, professional assistance and other required
            items; and

     (viii) Other relevant factors.

     In applying the foregoing criteria, no one of which will be controlling,
management will attempt to analyze all factors and circumstances and make a
determination based upon reasonable investigative measures and available data.
Potentially available business opportunities may occur in many different
industries, and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business opportunities
extremely difficult and complex. Due to the Company's limited capital available
for investigation, the Company may not discover or adequately evaluate adverse
facts about the opportunity to be acquired.

     On November 7, 2007, the Company entered into a letter of intent (the
"Letter of Intent") with Breakthrough Venture Corp. ("Breakthrough"), pursuant
to which the Company intended to combine with Breakthrough either through a
merger between Breakthrough and a wholly owned subsidiary of the Company, or an
exchange of shares of stock of Breakthrough for shares of the Company's common
stock. The Letter of Intent expired pursuant to its terms on March 31, 2008, and
had subsequently been extended to May 15, 2008, but expired on that date with no
further obligation by either party.

Form of Potential Business Combination

     The manner in which the Company participates in an opportunity will depend
upon the nature of the opportunity, the respective needs and desires of the
Company and the promoters of the opportunity, and the relative negotiating
strength of the Company and such promoters.

     It is likely that the Company will acquire its participation in a business
opportunity through the issuance of common stock or other securities of the
Company. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code")
depends upon whether the owners of the acquired business own 80% or more of the
voting stock of the surviving entity. If a transaction were structured to take
advantage of these provisions rather than other "tax free" provisions provided
under the Code, all prior stockholders of the Company would in such
circumstances retain 20% or less of the total issued and outstanding shares of
the surviving entity. Under other circumstances, depending upon the relative
negotiating strength of the parties, prior stockholders of the Company may
retain substantially less than 20% of the total issued and outstanding shares of
the surviving entity. This could result in substantial additional dilution to
the equity of those who were stockholders of the Company prior to a business
combination with an operating entity.

     The present stockholders of the Company will likely not have control of a
majority of the voting securities of the Company following a reorganization
transaction. As part of such a transaction, the Company's sole director may
resign and one or more new directors may be appointed without any vote by
stockholders.

     In the case of a business combination, the transaction may be accomplished
upon the sole determination of management without any vote or approval by
stockholders. In the case of a statutory merger or consolidation directly
involving the Company, it will likely be necessary to call a stockholders'
meeting and obtain the approval of the holders of a majority of the outstanding
securities. The necessity to obtain such stockholder approval may result in
delay and additional expense in the consummation of any proposed transaction and
will also give rise to certain appraisal rights to dissenting stockholders. Most
likely, management will seek to structure any such transaction so as not to
require stockholder approval.

     It is anticipated that the investigation of specific business opportunities
and the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and

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attention and substantial cost for accountants, attorneys and others. If a
decision is made not to participate in a specific business opportunity, the
costs theretofore incurred in the related investigation might not be
recoverable. Furthermore, even if an agreement is reached for the participation
in a specific business opportunity, the failure to consummate that transaction
may result in the loss to the Company of the related costs incurred.

Reports to Security Holders

     (i)  The Company is not required to deliver an annual report to security
          holders and at this time does not anticipate the distribution of such
          a report.

     (ii) The Company will file reports with the SEC. The Company is currently a
          reporting company and intends to comply with the requirements of the
          Exchange Act.

     The public may read and copy any materials the Company files with the SEC
in the SEC's Public Reference Section, Room 1580, 100 F Street N.E., Washington,
D.C. 20549. The public may obtain information on the operation of the Public
Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC, which can be found at http://www.sec.gov.

Competition

     The Company will face vast competition from other shell companies that
desire to seek a potential business combination with a private company seeking
the perceived advantages of being a publicly held corporation. The Company will
be in a highly competitive market for a small number of business opportunities
which could reduce the likelihood of consummating a successful business
combination. A large number of established and well-financed entities, including
small public companies and venture capital firms, are active in mergers and
acquisitions of companies that may be desirable target candidates for us. Nearly
all these entities have significantly greater financial resources, technical
expertise and managerial capabilities than we do; consequently, we will be at a
competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination. These competitive factors may
reduce the likelihood of our identifying and consummating a successful business
combination.

Employees

     We presently have no employees. Our sole officer and director is engaged in
outside business activities and anticipates that he will devote to our business
very limited time until the acquisition of a successful business opportunity has
been identified. We expect no significant changes in the number of our employees
other than such changes, if any, in connection with a business combination.

Item 1A. Risk Factors.

An investment in the Company is highly speculative in nature and involves an
extremely high degree of risk. A prospective investor should consider the
possibility of the loss of the investor's entire investment and evaluate all
information about us and the risk factors discussed below in relation to his
financial circumstances before investing in us.

There may be conflicts of interest between our management and the stockholders
of the Company.

     Conflicts of interest create the risk that management may have an incentive
to act adversely to the interests of the stockholders of the Company. A conflict
of interest may arise between our management's personal pecuniary interest and
its fiduciary duty to our stockholders. In addition, Kevin R. Keating, our sole
officer and director, is currently involved with other public shell companies
and conflicts in the pursuit of business combinations with such other public
shell companies with which he is, and may in the future be, affiliated with may
arise. If we and the other public shell companies that management is affiliated
with desire to take advantage of the same opportunity, then members of
management that are affiliated with both companies would abstain from voting
upon the opportunity. In the event of identical officers and directors, or
members of management, such individuals will arbitrarily determine the company
that will be entitled to proceed with the proposed transaction.

     Kevin R. Keating, the Company's sole officer and director, is the father of
Timothy J. Keating, the principal member of Keating Investments, LLC ("Keating
Investments"). Keating Investments is the managing member of KI Equity, the

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Company's controlling stockholder. Timothy J. Keating is the manager of KI
Equity. It is possible that Keating Investments may be engaged to act as an
advisor or finder for the Company in connection with a possible business
combination.

We have no current operating business.

     We currently have no relevant operating business, revenues from operations,
or assets. Our business plan is to seek a merger or business combination with an
operating business. We may not realize any revenue unless and until we
successfully combine with an operating business. We face all of the risks
inherent in the investigation, acquisition, or involvement in a new business
opportunity. An investor's purchase of any of our securities must be regarded as
placing funds at a high risk in a new or "start-up" venture with all of the
unforeseen costs, expenses, problems, and difficulties to which such ventures
are subject. We will, in all likelihood, sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination. This may result in our incurring a net operating loss that will
increase continuously until we can consummate a business combination with a
profitable business opportunity. We cannot assure you that we can identify a
suitable business opportunity and consummate a business combination. The Company
is dependent upon the receipt of capital investment or other financing to fund
its ongoing operations and to execute its business plan of seeking a combination
with a private operating company. In addition, the Company is dependent upon
certain related parties to provide continued funding and capital resources. If
continued funding and capital resources are unavailable at reasonable terms, the
Company may not be able to implement its plan of operations. Our financial
statements indicate that without additional capital, there is substantial doubt
as to our ability to continue as a going concern.

There is competition for those private companies suitable for a business
combination of the type contemplated by management.

     We are in a highly competitive market for a small number of business
opportunities which could reduce the likelihood of consummating a successful
business combination. We are and will continue to be an insignificant
participant in the business of seeking business combinations with operating
entities that desire to become public companies. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.

Our future success is highly dependent on the ability of management to locate
and attract a suitable acquisition.

     The nature of our operations is highly speculative, and there is a
consequent risk of loss of your investment. The success of our plan of
operations will depend to a great extent on the operations, financial condition
and management of the identified business opportunity. While management intends
to seek business combination(s) with entities having established operating
histories, we cannot assure you that we will be successful in locating
candidates meeting that criterion. In the event we complete a business
combination, the success of our operations may be dependent upon management of
the successor firm or venture partner firm and numerous other factors beyond our
control. In addition, even if we complete a business combination, there is no
assurance that the business we acquire will generate revenues or profits, or
that the value of our common stock will increase as a result of the acquired
business opportunity.

We only intend to acquire a single business opportunity and thus your investment
will lack diversification.

     Because of our limited financial resources, it is unlikely that we will be
able to diversify our acquisitions or operations. The inability to diversify our
activities into more than one area will subject our investors and stockholders
to economic fluctuations within a particular business or industry and therefore
increase the risks associated with the investment. We only intend to engage in a
business combination with one operating entity.

We have no existing agreement for a business combination or other transaction.

     We have no definitive agreement with respect to engaging in a business
combination with an operating business. We are typically in ongoing discussions
involving a number of potential business opportunities at any given time. No
assurances can be given that we will successfully identify and evaluate suitable
business opportunities or that we will conclude a business combination.
Management has not identified any particular industry or specific business
within an industry for evaluation. We cannot guarantee that we will be able to
negotiate a business combination on favorable terms, and there is consequently a
risk that funds allocated to the purchase of our shares will not be invested in

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a company with active business operations. Further, management will seek to
structure any such business combination so as not to require stockholder
approval.

Management intends to devote only a limited amount of time to seeking a target
company which may adversely impact our ability to identify a suitable
acquisition candidate.

     While seeking a business combination, management anticipates devoting very
limited time to the Company's affairs. Our sole officer has not entered into a
written employment agreement with us and is not expected to do so in the
foreseeable future; however, our sole officer and director may receive
compensation in connection with a business combination. This limited commitment
may adversely impact our ability to identify and consummate a successful
business combination. To supplement our search activities, we may be required to
employ accountants, technical experts, appraisers, attorneys, or other
consultants or advisors. Some of these outside advisors may be our affiliates or
their affiliated entities. The selection of any such advisors will be made by
our management without any input from stockholders, and the engagement of such
persons may reduce the value of your investment.

The time and cost of preparing a private company to become a public reporting
company may preclude us from entering into a merger or acquisition with the most
attractive private companies.

     Target companies that fail to comply with SEC reporting requirements may
delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering two or three years, depending on the size of the target company. The
time and additional costs that may be incurred by some target entities to
prepare these statements may significantly delay or essentially preclude
consummation of an acquisition. Otherwise suitable acquisition prospects that do
not have or are unable to obtain the required audited statements may be
inappropriate for acquisition so long as the reporting requirements of the
Exchange Act are applicable. Further, the internal control management assessment
and auditor attestation requirements under Section 404 of the Sarbanes-Oxley Act
of 2002 may limit the number of suitable acquisition prospects if they cannot,
or are unwilling to, comply with these requirements.

The Company may be subject to further government regulation which would
adversely affect our operations.

     Although we will be subject to the reporting requirements under the
Exchange Act, management believes we will not be subject to regulation under the
Investment Company Act of 1940, as amended (the "Investment Company Act"), since
we will not be engaged in the business of investing or trading in securities. If
we engage in business combinations which result in our holding passive
investment interests in a number of entities, which we do not intend to do, we
could be subject to regulation under the Investment Company Act. If so, we would
be required to register as an investment company and could be expected to incur
significant registration and compliance costs. We have obtained no formal
determination from the SEC as to our status under the Investment Company Act
and, consequently, violation of the Investment Company Act could subject us to
material adverse consequences.

Any potential acquisition or merger with a foreign company may subject us to
additional risks.

     If we enter into a business combination with a foreign company, we will be
subject to risks inherent in business operations outside of the United States.
These risks include, for example, currency fluctuations, regulatory problems,
punitive tariffs, unstable local tax policies, trade embargoes, risks related to
shipment of raw materials and finished goods across national borders and
cultural and language differences. Foreign economies may differ favorably or
unfavorably from the United States economy in growth of gross national product,
rate of inflation, market development, rate of savings, and capital investment,
resource self-sufficiency and balance of payments positions, and in other
respects.

Shares of our common stock are currently very thinly traded, and liquidity of
shares of our common stock is limited.

     Shares of our common stock are, and we expect will continue to be, very
thinly traded, and the price if traded may not reflect the value of the Company.
In connection with a future business combination, we may have to undertake a
reverse split of our shares, which split may not reflect the value of the
Company at that time. There can be no assurance that there will be an active
market for our shares either now or after we complete the business combination.
The market liquidity will be dependent on the perception of the operating
business and any steps that its management might take to bring the company to
the awareness of investors. There can be no assurance given that there will be
any awareness generated. Consequently investors may not be able to liquidate
their investment or liquidate it at a price that reflects the value of the
business. If a more active market should develop, the price of common stock may
be highly volatile.

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     Because there may be a low price for our securities, many brokerage firms
may not be willing to effect transactions in the securities. Even if an investor
finds a broker willing to effect a transaction in the securities, the
combination of brokerage commissions, transfer fees, taxes, if any, and any
other selling costs may exceed the selling price. Further, many lending
institutions will not permit the use of such securities as collateral for any
loans.

     Our shares of common stock are currently quoted the Over-the-Counter
Bulletin Board ("OTC BB"). Following a business combination, we may seek the
listing of our common stock on the NASDAQ Global Market, NASDAQ Capital Market
or a national exchange. However, we cannot assure you that following such a
transaction, we will be able to meet the initial listing standards of any of
these quotation systems or exchanges, or that we will be able to maintain a
listing of our common stock on any of these quotation systems or exchanges.

     Even if we complete a business combination, we are not certain that any
trading market on our shares of common stock will develop or, if it develops,
whether such trading market will be sustained. Investors should understand that
there may be no alternative exit strategy for them to recover or liquidate their
investments in our common stock. Accordingly, investors must be prepared to bear
the entire economic risk of an investment in our common stock for an indefinite
period of time.

     In addition, we will be subject to certain SEC rules that impose various
requirements on broker-dealers who sell securities governed by the rule to
persons other than established customers and accredited investors. The
requirement that broker-dealers comply with this rule will deter broker-dealers
from recommending or selling our common stock, thus further adversely affecting
the liquidity and share price of our common stock, as well as our ability to
raise additional capital.

     The majority of our shares currently outstanding are "restricted
securities" within the meaning of Rule 144 under the Securities Act. As
restricted shares, these shares may be resold only pursuant to an effective
registration statement or under the requirements of Rule 144 or other applicable
exemption from registration under the Securities Act and as required under
applicable state securities laws. Rule 144 currently provides that a
non-affiliated person (and who has not been an affiliate during the prior three
months) may sell all of his restricted securities in a reporting company
beginning six months after purchase, provided the issuer remains current in its
reporting obligations during the next six months. However, an affiliated person
may sell his restricted securities beginning six months after purchase, provided
the following conditions are met: (i) the issuer is current in its reporting
obligations, (ii) all sales are in brokerage transactions, (iii) a Form 144 is
filed, and (iv) during every three months the number of shares sold that does
not exceed 1.0% of a company's outstanding common stock. A sale under Rule 144
or under any other exemption from the Securities Act, if available, or pursuant
to subsequent registrations of our shares, may have a depressive effect upon the
price of our shares in any market that may develop.

     The availability of the exemption from registration provided by Rule 144
is, however, limited in the case of the resale of shares initially acquired when
the issuer was a shell company or former shell company. Rule 144(i) provides
that shares initially acquired when the issuer was a shell company or former
shell company may not be resold under Rule 144 until the following conditions
are satisfied: (i) the issuer has ceased to be a shell company, (ii) the issuer
is subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, (iii) the issuer has filed all reports required under the Exchange Act
(other than Form 8-K reports) during the preceding 12 months, and (iv) one year
has elapsed since the issuer filed Form 10 information reflecting it is no
longer a shell company. The Company currently has 4,267,000 shares of common
stock outstanding, of which approximately 3,670,000 shares are subject to the
limitation under Rule 144(i).

     Compliance with the criteria for securing exemptions under federal
securities laws and the securities laws of the various states is extremely
complex, especially in respect of those exemptions affording flexibility and the
elimination of trading restrictions in respect of securities received in exempt
transactions and subsequently disposed of without registration under the
Securities Act or state securities laws.

There are issues impacting liquidity of our securities with respect to the SEC's
review of a future resale registration statement.

     A majority of our shares of common stock currently outstanding are
"restricted securities," and the holders thereof have certain registration
rights. As such, following the business combination, we will likely file a
resale registration statement on Form S-1, or some other available form, to
register for resale such shares of common stock. In some cases, we are obligated
to file a registration statement for certain restricted shares pursuant to
certain registration rights agreements. We cannot control this future
registration process in all respects as some matters are outside our control.
Even if we are successful in causing the effectiveness of the resale
registration statement, there can be no assurances that the occurrence of
subsequent events may not preclude our ability to maintain the effectiveness of
the registration statement. Any of the foregoing items could have adverse

                                       7
<PAGE>

effects on the liquidity of our shares of common stock. Further, a sale of our
shares pursuant to an effective registration may have a depressive effect upon
the price of our shares in any market that may develop.

     In addition, the SEC has recently disclosed that it has developed internal
guidelines concerning the use of a resale registration statement to register the
securities issued to certain investors in private investment in public equity
("PIPE") transactions, where the issuer has a market capitalization of less than
$75 million and, in general, does not qualify to file a registration statement
on Form S-3 to register its securities. The SEC has taken the position that
these smaller issuers may not be able to rely on Rule 415 under the Securities
Act ("Rule 415"), which generally permits the offer and sale of securities on a
continued or delayed basis over a period of time, but instead would require that
the issuer offer and sell such securities in a direct or "primary" public
offering, at a fixed price, if the facts and circumstances are such that the SEC
believes the investors seeking to have their shares registered are underwriters
and/or affiliates of the issuer. It appears that the SEC in most cases will
permit a registration for resale of up to one third of the total number of
shares of common stock then currently owned by persons who are not affiliates of
such issuer and, in some cases, a larger percentage depending on the facts and
circumstances. Staff members also have indicated that an issuer in most cases
will have to wait until the later of six months after effectiveness of the first
registration or such time as substantially all securities registered in the
first registration are sold before filing a subsequent registration on behalf of
the same investors. Since, following a reverse merger or business combination,
we may have only a limited number of tradable shares of common stock, it is
unclear as to how many, if any, shares of common stock the SEC will permit us to
register for resale, but SEC staff members have indicated a willingness to
consider a higher percentage in connection with registrations following reverse
mergers with shell companies such as the Company. The SEC may require as a
condition to the declaration of effectiveness of a resale registration statement
that we reduce or "cut back" the number of shares of common stock to be
registered in such registration statement. The result of the foregoing is that a
stockholder's liquidity in our common stock may be adversely affected in the
event the SEC requires a cut back of the securities as a condition to allow the
Company to rely on Rule 415 with respect to a resale registration statement, or,
if the SEC requires us to file a primary registration statement.

We have never paid dividends on our common stock.

     We have never paid dividends on our common stock and do not presently
intend to pay any dividends in the foreseeable future. We anticipate that any
funds available for payment of dividends will be re-invested into the Company to
further its business strategy.

The Company may be subject to certain tax consequences in our business, which
may increase our cost of doing business.

     We may not be able to structure our acquisition to result in tax-free
treatment for the companies or their stockholders, which could deter third
parties from entering into certain business combinations with us or result in
being taxed on consideration received in a transaction. Currently, a transaction
may be structured so as to result in tax-free treatment to both companies, as
prescribed by various federal and state tax provisions. We intend to structure
any business combination so as to minimize the federal and state tax
consequences to both us and the target entity; however, we cannot guarantee that
the business combination will meet the statutory requirements of a tax-free
reorganization or that the parties will obtain the intended tax-free treatment
upon a transfer of stock or assets. A non-qualifying reorganization could result
in the imposition of both federal and state taxes that may have an adverse
effect on both parties to the transaction.

The Company intends to issue more shares in a business combination, which will
result in substantial dilution.

     Our Certificate of Incorporation, as amended, authorizes the issuance of a
maximum of 200,000,000 shares of common stock and a maximum of 10,000,000 shares
of preferred stock. Any business combination effected by us may result in the
issuance of additional securities without stockholder approval and may result in
substantial dilution in the percentage of our common stock held by our then
existing stockholders. Moreover, the common stock issued in any such business
combination transaction may be valued on an arbitrary or non-arm's-length basis
by our management, resulting in an additional reduction in the percentage of
common stock held by our then existing stockholders. Our Board of Directors has
the power to issue any or all of such authorized but unissued shares without
stockholder approval. To the extent that additional shares of common stock or
preferred stock are issued in connection with a business combination or
otherwise, dilution to the interests of our stockholders will occur and the
rights of the holders of common stock may be materially adversely affected. Our
Board of Directors is also empowered, without stockholder approval, to issue
preferred stock with dividend, liquidation, conversion, voting, or other rights
which could adversely affect the voting power or other rights of the holders of
the common stock. In the event of issuance, the preferred stock could be
utilized, under certain circumstances, as a method of discouraging, delaying or
preventing a change in control of the Company. Although we have no present
intention to issue any shares of its authorized preferred stock, there can be no
assurance that the Company will not do so in the future.

                                       8
<PAGE>

Our principal stockholders may engage in a transaction to cause the Company to
repurchase its shares of common stock.

     In order to provide an interest in the Company to third parties, our
principal stockholders may choose to cause the Company to sell Company
securities to one or more third parties, with the proceeds of such sale(s) being
utilized by the Company to repurchase shares of common stock held by them. As a
result of such transaction, our management, principal stockholder(s) and Board
of Directors may change.

The Company has conducted no market research or identification of business
opportunities, which may affect our ability to identify a business to merge with
or acquire.

     The Company has not conducted market research concerning prospective
business opportunities, nor have others made the results of such market research
available to the Company. Therefore, we have no assurances that market demand
exists for a merger or acquisition as contemplated by us. Our management has not
identified any specific business combination or other transactions for formal
evaluation by us, such that it may be expected that any such target business or
transaction will present such a level of risk that conventional private or
public offerings of securities or conventional bank financing will not be
available. There is no assurance that we will be able to acquire a business
opportunity on terms favorable to us. Decisions as to which business opportunity
to participate in will be unilaterally made by our management, which may act
without the consent, vote or approval of our stockholders.

Because we may seek to complete a business combination through a "reverse
merger," following such a transaction we may not be able to attract the
attention of major brokerage firms.

     Additional risks may exist since we will assist a privately held business
to become public through a "reverse merger." Securities analysts of major
brokerage firms may not provide coverage of our Company since there is no
incentive to brokerage firms to recommend the purchase of our common stock. No
assurance can be given that brokerage firms will want to conduct any secondary
offerings on behalf of our post-merger company in the future.

Item 1B. Unresolved Staff Comments.

     As a "smaller reporting company" as defined by Item 10 of Regulation S-K,
the Company is not required to provide information required by this Item.

Item 2. Properties.

     The Company neither rents nor owns any properties. The Company utilizes the
office space and equipment of its sole officer and director at no cost.
Management estimates such amounts to be immaterial. The Company currently has no
policy with respect to investments or interests in real estate, real estate
mortgages or securities of, or interests in, persons primarily engaged in real
estate activities.

Item 3. Legal Proceedings.

     Presently, there are not any material pending legal proceedings to which
the Company is a party or as to which any of its property is subject, and no
such proceedings are known to the Company to be threatened or contemplated
against it.

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

     None.





                                       9
<PAGE>


                                     PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities.

Market Information

     Our common stock was approved for quotation on the OTC BB on September 28,
2006 and initially traded under the symbol FRZR. In connection with the Reverse
Split which became effective February 26, 2008, our symbol on the OTC BB was
changed to FREZ.

     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. All prices have been adjusted
retroactively to reflect the 1-for-20 reverse stock split effective February 26,
2008. Shares of our common stock are very thinly traded, and the price if traded
may be highly volatile and may not reflect the value of the Company.

Per Share Common Stock Bid Prices by Quarter*


                 For the Fiscal Year Ended on December 31, 2008
                 ----------------------------------------------

                                                      High*          Low*
                                                      -----          ----

   Quarter Ended March 31, 2008                    $   10.01      $     0.30
   Quarter Ended June 30, 2008                     $   10.01      $     0.15
   Quarter Ended September 30, 2008                $    0.20      $     0.10
   Quarter Ended December 31, 2008                 $    0.15      $    0.025


                 For the Fiscal Year Ended on December 31, 2007
                 ----------------------------------------------

                                                      High*          Low*
                                                      -----          ----

   Quarter Ended March 31, 2007                    $    4.20      $    1.80
   Quarter Ended June 30, 2007                     $    4.00      $    2.40
   Quarter Ended September 30, 2007                $    2.60      $    0.80
   Quarter Ended December 31, 2007                 $    2.40      $    0.80

     * Prices obtained from , a service of Market Watch, Inc. All prices have
been adjusted retroactively to reflect the 1-for-20 reverse stock split
effective February 26, 2008.

Common and Preferred Stock

     The Company is authorized by its Certificate of Incorporation, as amended,
to issue an aggregate of 210,000,000 shares of capital stock, of which
200,000,000 are shares of common stock, par value $0.001 per share (the "Common
Stock") and 10,000,000 are shares of preferred stock, par value $0.001 per share
(the "Preferred Stock").

Common Stock

     All outstanding shares of Common Stock are of the same class and have equal
rights and attributes. The holders of Common Stock are entitled to one vote per
share on all matters submitted to a vote of stockholders of the Company. All
stockholders are entitled to share equally in dividends, if any, as may be
declared from time to time by the Board of Directors out of funds legally
available. In the event of liquidation, the holders of Common Stock are entitled
to share ratably in all assets remaining after payment of all liabilities. The
stockholders do not have cumulative or preemptive rights.

                                       10
<PAGE>


Preferred Stock

     Our Certificate of Incorporation, as amended, authorizes the issuance of up
to 10,000,000 shares of Preferred Stock with designations, rights and
preferences determined from time to time by its Board of Directors. Accordingly,
our Board of Directors is empowered, without stockholder approval, to issue
Preferred Stock with dividend, liquidation, conversion, voting, or other rights
which could adversely affect the voting power or other rights of the holders of
the Common Stock. In the event of issuance, the Preferred Stock could be
utilized, under certain circumstances, as a method of discouraging, delaying or
preventing a change in control of the Company. Although we have no present
intention to issue any shares of our authorized Preferred Stock, there can be no
assurance that the Company will not do so in the future.

     The description of certain matters relating to the securities of the
Company is a summary and is qualified in its entirety by the provisions of the
Company's Certificate of Incorporation and By-Laws, copies of which have been
filed or incorporated by reference as exhibits to this Form 10-K.

Holders

     As of January 26, 2009, there were approximately 544 holders of record of
our common stock and an indeterminate number of beneficial holders who held our
common stock in street name.

Dividends

     The Company has not paid any cash dividends to date and does not anticipate
or contemplate paying dividends in the foreseeable future. It is the present
intention of management to utilize all available funds for the development of
the Company's business.

Penny Stock Regulations

     Our securities are subject to the SEC's "penny stock" rules. The penny
stock rules may affect the ability of owners of our shares to sell them. There
may be a limited market for penny stocks due to the regulatory burdens on
broker-dealers. The market among dealers may not be active. Investors in penny
stocks often are unable to sell stock back to the dealer that sold them the
stock. The mark-ups or commissions charged by the broker-dealers might be
greater than any profit an investor may make. Because of large spreads that
market makers quote, investors may be unable to sell the stock immediately back
to the dealer at the same price the dealer sold the stock to the investor.

     Our securities are also subject to the SEC's rule that imposes special
sales practice requirements upon broker-dealers that sell such securities to
other than established customers or accredited investors. For purposes of the
rule, the phrase "accredited investor" means, in general terms, institutions
with assets exceeding $5,000,000 or individuals having net worth in excess of
$1,000,000 or having an annual income that exceeds $200,000 (or that, combined
with a spouse's income, exceeds $300,000). For transactions covered by the rule,
the broker-dealer must make a special suitability determination for the
purchaser and receive the purchaser's written agreement to the transaction prior
to the sale. Consequently, the rule may affect the ability of purchasers of our
securities to buy or sell in any market.

Recent Sales of Unregistered Securities

     During the period covered by this Annual Report, we have issued the
following unregistered securities which have not been previously reported under
this Item. None of these transactions involved any underwriters, underwriting
discounts or commissions, except as specified below, or any public offering, and
we believe that each transaction was exempt from the registration requirements
of the Securities Act by virtue of Section 4(2) thereof and/or Regulation D
promulgated thereunder.

     On February 22, 2007, the Company issued 3,195,000 shares of Common Stock
to KI Equity for aggregate proceeds equal to $639,000.

     On February 27, 2007, the Company issued 85,000 shares of Common Stock to
Garisch Financial, Inc. ("GFI") for consulting services rendered to the Company
valued at $17,000.

     On February 27, 2007, the Company also issued 85,000 shares of Common Stock
to Kevin R. Keating, our sole officer and director, for services rendered to the
Company valued at $17,000.

     The Company sold these shares of Common Stock described above under the
exemption from registration provided by Section 4(2) of the Securities Act
and/or Rule 506 of Regulation D promulgated thereunder.

                                       11
<PAGE>


     In connection with the issuances of common stock to KI Equity, GFI and
Kevin R. Keating, as described above, the Company granted to the holders of
these shares certain demand and piggyback registration rights.

Reverse Stock Split

     On January 10, 2008, the Company's Board of Directors adopted, and holders
of a majority of our issued and outstanding shares of Common Stock approved, by
written consent, a 1-for-20 reverse stock split (the "Reverse Split") of the
Company's common stock outstanding, with special treatment for certain of the
Company's stockholders to preserve round lot stockholders.

     The Reverse Split provided special treatment to stockholders of record as
of the record date of January 10, 2008 (the "Record Date") holding fewer than
2,000 shares of common stock to prevent those stockholders from holding less
than 100 shares after the Reverse Split (the "Special Treatment"). Accordingly,
stockholders who held less than 2,000 shares but at least 100 shares of common
stock as of the Record Date and who continued to hold such shares as of the
effective date of the Reverse Split on February 26, 2008 (the "Effective Date"),
received 100 shares of common stock. Stockholders who purchased less than 2,000
shares but at least 100 shares after the Record Date and who continued to hold
such shares as of the Effective Date were not afforded the Special Treatment. No
special treatment was afforded to stockholders who held less than 100 shares on
the Record Date. No fractional shares were issued for any fractional share
interest created by the Reverse Split. Any stockholder who would have otherwise
received a fractional share instead received a full share of common stock for
any fractional share interests created by the Reverse Split.

     As a result of the Special Treatment and round-up for fractional shares, an
additional 125,296 shares of common stock were issued in connection with and as
a part of the Reverse Split. All share numbers in this Annual Report and the
financial statements included herein are shown on a post-Reverse Split basis.

Item 6. Selected Financial Data.

     As a "smaller reporting company" as defined by Item 10 of Regulation S-K,
the Company is not required to provide information required by this Item.

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

Plan of Operation

     The Company currently does not engage in any business activities that
provide cash flow. The costs of investigating and analyzing business
combinations for the next 12 months and beyond such time will be paid with money
in our treasury.

     During the next twelve months we anticipate incurring costs related to: (i)
the filing of reports under the Exchange Act, and (ii) consummating a business
combination.

     We believe we will be able to meet these costs through use of funds in our
treasury, through deferral of fees by certain service providers and additional
amounts, as necessary, to be loaned to or invested in us by our stockholders,
management or other investors.

     The Company may consider a business which has recently commenced
operations, is a developing company in need of additional funds for expansion
into new products or markets, is seeking to develop a new product or service, or
is an established business which may be experiencing financial or operating
difficulties and is in need of additional capital. In the alternative, a
business combination may involve the acquisition of, or merger with, a company
which does not need substantial additional capital, but which desires to
establish a public trading market for its shares, while avoiding, among other
things, the time delays, significant expense, and loss of voting control which
may occur in a public offering.

     Kevin R. Keating, our sole officer and director, has had contact and
discussions with representatives of other entities regarding a business
combination with us. Any target business that is selected may be a financially
unstable company or an entity in its early stages of development or growth,
including entities without established records of sales or earnings. In that
event, we will be subject to numerous risks inherent in the business and
operations of financially unstable and early stage or potential emerging growth
companies. In addition, we may effect a business combination with an entity in
an industry characterized by a high level of risk, and, although our management
will endeavor to evaluate the risks inherent in a particular target business,
there can be no assurance that we will properly ascertain or assess all
significant risks.


                                       12
<PAGE>


     The Company anticipates that the selection of a business combination will
be complex and extremely risky. Because of general economic conditions, rapid
technological advances being made in some industries and shortages of available
capital, our management believes that there are numerous firms seeking even the
limited additional capital which we will have and/or the perceived benefits of
becoming a publicly traded corporation. Such perceived benefits of becoming a
publicly traded corporation include, among other things, facilitating or
improving the terms on which additional equity financing may be obtained,
providing liquidity for the principals of and investors in a business, creating
a means for providing incentive stock options or similar benefits to key
employees, and offering greater flexibility in structuring acquisitions, joint
ventures and the like through the issuance of stock. Potentially available
business combinations may occur in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.

Results of Operations

     For the years ended December 31, 2008 and 2007, the Company had no
activities that produced revenues from operations. The Company currently does
not engage in any business activities that provide cash flow. The costs of
investigating and analyzing business combinations for the next 12 months and
beyond such time will be paid with money in our treasury. During the next twelve
months we anticipate incurring costs related to: (i) the filing of reports under
the Exchange Act, and (ii) consummating a business combination. We believe we
will be able to meet these costs through the use of funds in our treasury,
through deferral of fees by certain service providers and additional amounts, as
necessary, to be loaned to or invested in us by our stockholders, management or
other investors.

Year ended December 31, 2008

     For the year ended December 31, 2008, the Company had a net loss of $40,518
and incurred $39,819 of operating expenses, comprised of (i) professional fees
paid to attorneys, accountants and other consultants and service providers in
connection with the Company's filing of the Annual and Quarterly Reports during
and for the fiscal year ended December 31, 2008 totaling $24,618, (ii) transfer
agent fees of $4,609, (iii) management fees of $6,000 incurred in relation to a
broad range of managerial and administrative services provided by Vero, and (iv)
other miscellaneous operating expenses of $4,592. Vero is owned and controlled
by Kevin R. Keating, the Company's sole officer and director, and provides
managerial ands administrative services to the Company pursuant to the
Management Agreement, which was terminated effective July 1, 2008.

     For the year ended December 31, 2008, the Company incurred $699 of other
non-operating expenses, comprised of interest accrued under a promissory note of
$20,000 issued by the Company to Vero.

Year ended December 31, 2007

     For the year ended December 31, 2007, the Company had a net loss of
$278,605 and incurred $193,043 of operating expenses, comprised of (i)
professional fees paid to attorneys, accountants and other consultants and
service providers totaling $146,650 related to the Change of Control transaction
which occurred in February of 2007 and the filing of the Company's Annual Report
on Form 10-KSB for the year ended December 31, 2006, (ii) legal, accounting,
audit and other professional service fees of $19,449 incurred in relation to the
filing of the Company's Quarterly Reports during its fiscal year ended December
31, 2007, (iii) management fees of $14,000 incurred in relation to a broad range
of managerial and administrative services provided by Vero Management, LLC
("Vero"), and (iv) other miscellaneous operating expenses of $12,944.

     For the year ended December 31, 2007, the Company incurred $391,526 of
other non-operating expenses, comprised of $376,750 of payments made to the
Company's former executive officers under the terms of an indemnity agreement
and $14,776 related to the write-off of miscellaneous prepaid expenses and other
assets.

     For the year ended December 31, 2007, the Company recorded $309,623 of
other non-operating income, comprised of $300,000 of previously accrued
compensation due to the Company's former executive officers that was forgiven
upon execution of a liability release agreement and $9,623 of previously accrued
miscellaneous expenses that were also forgiven upon execution of a liability
release agreement.

Liquidity and Capital Resources

     As of December 31, 2008, the Company had assets equal to $584, comprised
exclusively of cash and cash equivalents. The Company's current liabilities as
of December 31, 2008 totaled $38,327, comprised of a note and


                                       13
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>

accrued interest thereon payable to Vero of $20,699, management fees due to Vero
of $9,000, miscellaneous expenses reimbursable to Keating Investments, LLC of
$5,027, and accounts payable to vendors of $3,601.

     On April 23, 2008, the Company borrowed $20,000 from Vero under an
unsecured promissory note payable upon demand. On January 9, 2009, the Company
borrowed an additional $8,750 from Vero under an unsecured promissory note
payable upon demand. The proceeds of the notes were used or will be used for
working capital purposes. Vero is owned and controlled by Kevin R. Keating, the
Company's sole officer and director.

     On January 9, 2009, the Company borrowed $8,750 from Keating Investments
under an unsecured promissory note payable upon demand. The proceeds of the note
were used or will be used for working capital purposes. Keating Investments is
the managing member of KI Equity, the Company's controlling stockholder. Timothy
J. Keating is the principal member of Keating Investments and is the manager of
KI Equity. Kevin R. Keating, the Company's sole director and officer, is the
father of Timothy J. Keating.

     The following is a summary of the Company's cash flows provided by (used
in) operating, investing, and financing activities:

                                                                                 Cumulative Period
                                                                                  from May 2, 2005
                                            Year ended          Year ended        (Inception) to
                                         December 31, 2008   December 31, 2007   December 31, 2008
                                         -----------------   -----------------   -----------------

Net cash used in operating activities       $   (25,191)       $  (547,310)         $(1,684,428)
Net cash used in investing activities              --                 --                 (5,122)
Net cash provided by financing activities        20,000            552,855            1,690,134
                                            -----------        -----------          -----------

Net effect on cash                          $    (5,191)       $     5,545          $       584
                                            ===========        ===========          ===========


     The Company has nominal assets and has generated no revenues since
inception. The Company is also dependent upon the receipt of capital investment
or other financing to fund its ongoing operations and to execute its business
plan of seeking a combination with a private operating company. In addition, the
Company is dependent upon certain related parties to provide continued funding
and capital resources. If continued funding and capital resources are
unavailable at reasonable terms, the Company may not be able to implement its
plan of operations.

Off-Balance Sheet Arrangements

     The Company does not have any off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on the Company's
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
is material to investors.

Contractual Obligations

     As a "smaller reporting company" as defined by Item 10 of Regulation S-K,
the Company is not required to provide this information.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

     As a "smaller reporting company" as defined by Item 10 of Regulation S-K,
the Company is not required to provide information required by this Item.

Item 8. Financial Statements and Supplementary Data.

     The financials statements begin on the following page.


                                       14
<PAGE>



                                       Frezer, Inc.
                               (A Development Stage Company)
                               Index to Financial Statements
------------------------------------------------------------------------------------------


                                                                                      Page
                                                                                      ----

Report of Independent Registered Accounting Firm......................................16

Balance Sheets as of December 31, 2008 and 2007.......................................17

Statements of Operations for the Years Ended December 31, 2008 and 2007 and for the
Cumulative Period from May 2, 2005 (Inception) to December 31, 2008 ..................18

Statement of Changes in Stockholders' Equity (Deficit) for the
Cumulative Period from May 2, 2005 (Inception) to December 31, 2008 ..................19

Statements of Cash Flows for the Years Ended December 31, 2008 and 2007 and for the
Cumulative Period from May 2, 2005 (Inception) to December 31, 2008 ..................21

Notes to Financial Statements ........................................................22





                                       15
<PAGE>


                Report of Independent Registered Accounting Firm

To the Board of Directors and Stockholders
Frezer, Inc.
(A Development Stage Company)



We have audited the accompanying balance sheets of Frezer, Inc. (A Development
Stage "Company") as of December 31, 2008 and 2007 and the related statements of
operations, changes in shareholders' equity and cash flows for the years then
ended, and for the period of May 2, 2005 (inception) to December 31, 2008. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Frezer, Inc. as of December 31,
2008 and 2007, and the result of its operations and its cash flows for the years
then ended and for the period of May 2, 2005 (inception) to December 31, 2008 in
conformity with U.S. generally accepted accounting principles.

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



/s/  Chang Park
--------------------
CHANG G. PARK, CPA



January 29, 2009

San Diego, CA. 92108


                                       16
<PAGE>

                                      Frezer, Inc.
                              (A Development Stage Company)
                                     Balance Sheets


                                                               December 31,   December 31,
                                                                   2008           2007
                                                               -----------    -----------

Assets

Current assets
    Cash and cash equivalents                                  $       584    $     5,775
                                                               -----------    -----------

        Total current assets                                           584          5,775
                                                               -----------    -----------

    Deposits                                                          --             --

        Total assets                                           $       584    $     5,775
                                                               ===========    ===========

Liabilities and Stockholders' Equity (Deficit)

Current liabilities
      Accounts payable                                         $     3,601    $      --
      Accrued expenses                                              14,027          3,000
      Accrued interest                                                --             --
      Note payable and accrued interest due to related party        20,699           --
                                                               -----------    -----------

        Total current liabilities                                   38,327          3,000
                                                               -----------    -----------

Stockholders' Equity (Deficit)
    Preferred stock, $0.001 par value; 10,000,000 shares
      authorized; no shares issued or outstanding                     --             --
    Common stock, $0.001 par value; 200,000,000 shares
      authorized; 4,267,000 and 4,141,704 shares issued
      and outstanding, respectively                                  4,267          4,142
    Additional paid-in capital                                   1,631,804      1,631,929
    (Deficit) accumulated during the development stage          (1,673,814)    (1,633,296)
                                                               -----------    -----------

        Total stockholders' equity (deficit)                       (37,743)         2,775
                                                               -----------    -----------

        Total liabilities and stockholders' equity (deficit)   $       584    $     5,775
                                                               ===========    ===========


*All outstanding share amounts have been retroactively restated to reflect the Company's
1-for-20 reverse stock split (See Note 5).



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

                                           17
<PAGE>

                                        Frezer, Inc.
                                (A Development Stage Company)
                                  Statements of Operations


                                                                               Cumulative
                                                                               Period From
                                                         Year Ended            May 2, 2005
                                                        December 31,         (Inception) To
                                                     2008           2007    December 31, 2008
                                                 -----------    ----------- -----------------

Revenue                                          $      --      $      --      $      --

Operating expenses
    Research and development                            --             --          392,412
    General and administrative                        39,819        193,043      1,197,417
                                                 -----------    -----------    -----------

      Total operating expenses                        39,819        193,043      1,589,829
                                                 -----------    -----------    -----------

      Loss from operations                           (39,819)      (193,043)    (1,589,829)

Other income (expense)
    Interest income                                     --             --            2,802
    Interest (expense)                                  (699)        (3,659)        (7,145)
    Other income                                        --          309,623        311,884
    Other (expense)                                     --         (391,526)      (391,526)
                                                 -----------    -----------    -----------

      Net (loss)                                 $   (40,518)   $  (278,605)   $(1,673,814)
                                                 ===========    ===========    ===========

      Net (loss) per share - basic and diluted   $      (.01)   $      (.07)
                                                 ===========    ===========

      Weighted average number of shares of
        outstanding - basic and diluted            4,263,919      3,799,252
                                                 ===========    ===========


*All outstanding share amounts have been retroactively restated to reflect the Company's
1-for-20 reverse stock split (See Note 5).



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

                                             18
<PAGE>

                                                      Frezer, Inc.
                                              (A Development Stage Company)
                                 Statement of Changes In Stockholders' Equity (Deficit)
                       For the Cumulative Period From May 2, 2005 (Inception) to December 31, 2008


                                                                                               Deficit
                                                                                             Accumulated
                                                         Common Stock           Additional   during the        Total
                                                   -------------------------     Paid-In     Development   Stockholders'
                                                     Shares*       Amount        Capital        Stage     Equity (Deficit)
                                                   -----------   -----------   -----------   -----------  ----------------

Balances at May 2, 2005                                   --     $      --     $      --     $      --      $      --
Issuance of common stock for cash and services
    rendered at $0.17 per share on May 4, 2005         296,766           297        49,903          --           50,200
Issuance of common stock for services rendered
    at $0.20 per share on May 4, 2005                    5,000             5           995          --            1,000
Issuance of common stock for cash at $3.00 per
    share on November 10, 2005                          82,500            82       247,418          --          247,500
Issuance of common stock for cash at $6.00 per
    share on November 23, 2005                          16,667            17        99,983          --          100,000
Issuance of common stock for services rendered
    at $3.86 per share on December 10, 2005              2,896             3        11,184          --           11,187
Net (loss)                                                --            --            --        (308,703)      (308,703)
                                                   -----------   -----------   -----------   -----------    -----------
Balances at December 31, 2005                          403,829   $       404   $   409,483   $  (308,703)   $   101,184

Issuance of common stock for cash at $6.00 per
    share on February 23, 2006                          25,000            25       149,975          --          150,000
Issuance of common stock for services rendered
    at $2.00 per share on February 23, 2006              9,375             9        18,741          --           18,750
Issuance of common stock for services rendered
    at $0.60 per share on March 16, 2006               305,000           305       183,129          --          183,434
Issuance of common stock for services rendered
    at $6.00 per share on May 23, 2006                  33,500            34       200,966          --          201,000
Issuance of common stock in lieu of compensation
    at $0.81 per share on December 21, 2006            372,000           372       299,628          --          300,000
Net (loss)                                                --            --            --      (1,045,988)    (1,045,988)
                                                   -----------   -----------   -----------   -----------    -----------
Balances at December 31, 2006                        1,148,704   $     1,149   $ 1,261,922   $(1,354,691)   $   (91,620)


*All outstanding share amounts have been retroactively restated to reflect the Company's 1-for-20 reverse stock split
(See Note 5).



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

                                                           19
<PAGE>

                                                       Frezer, Inc.
                                              (A Development Stage Company)
                                 Statement of Changes In Stockholders' Equity (Deficit)
                       For the Cumulative Period From May 2, 2005 (Inception) to December 31, 2008


                                                                                                Deficit
                                                                                              Accumulated
                                                        Common Stock            Additional    during the        Total
                                                  -------------------------      Paid-In      Development   Stockholders'
                                                    Shares*       Amount         Capital         Stage     Equity (Deficit)
                                                  -----------   -----------    -----------    -----------  ----------------


Balances at December 31, 2006                      1,148,704    $     1,149    $ 1,261,922    $(1,354,691)   $   (91,620)

Return of common stock originally issued on
    December 21, 2006 in lieu of compensation
    on January 26, 2007                             (372,000)          (372)      (299,628)          --         (300,000)
Issuance of common stock for cash at $0.20 per
    share on February 9, 2007                      3,195,000          3,195        635,805           --          639,000
Issuance of common stock for services rendered
    at $0.20 per share on February 27, 2007          170,000            170         33,830           --           34,000
Net (loss)                                              --             --             --         (278,605)      (278,605)
                                                 -----------    -----------    -----------    -----------    -----------
Balances at December 31, 2007                      4,141,704    $     4,142    $ 1,631,929    $(1,633,296)   $     2,775

Issuance of additional shares associated with
    1 for 20 reverse stock split. (See Note 5)       125,296            125           (125)          --             --
Net (loss)                                              --             --             --          (40,518)       (40,518)
                                                 -----------    -----------    -----------    -----------    -----------
Balances at December 31, 2008                      4,267,000    $     4,267    $ 1,631,804    $(1,673,814)   $   (37,743)
                                                 ===========    ===========    ===========    ===========    ===========


*All outstanding share amounts have been retroactively restated to reflect the Company's 1-for-20 reverse stock split
(See Note 5).



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

                                                           20
<PAGE>

                                              Frezer, Inc.
                                      (A Development Stage Company)
                                        Statements of Cash Flows


                                                                                          Cumulative
                                                                                          Period From
                                                                     Year Ended           May 2, 2005
                                                                    December 31,        (Inception) To
                                                                2008           2007    December 31, 2008
                                                            -----------    ----------- -----------------
Cash Flows From Operating Activities
    Net (loss)                                              $   (40,518)   $  (278,605)   $(1,673,814)
    Adjustments to reconcile net (loss) to net
      cash (used in) operating activities:
        Common stock issued for services                           --           34,000        265,937
        Reversal of accrued payroll and other liabilities          --         (309,623)      (309,623)
        Write-off of prepaid expenses and other assets             --           14,775         14,775
        Depreciation expense                                       --             --            1,180
    Changes in operating assets and liabilities:
      Prepaid expenses and other assets                            --             --          (10,834)
      Accounts payable                                            3,601         (1,090)         7,058
      Accrued expenses                                           11,027         (4,210)        20,194
      Accrued interest due to related parties                       699         (2,557)           699
                                                            -----------    -----------    -----------

           Net cash (used in) operating activities              (25,191)      (547,310)    (1,684,428)

Cash Flows From Investing  Activities
      Repayment of notes and other receivables
        from related parties                                       --             --             --
      Purchase of property and equipment                           --             --           (1,180)
      Increase in deposit                                          --             --           (3,942)
                                                            -----------    -----------    -----------

        Net cash (used in) investing activities                    --             --           (5,122)

Cash Flows From Financing Activities
      Proceeds from borrowings on notes payable                  20,000          9,998        116,143
      Repayment of notes payable                                   --          (96,143)       (96,143)
      Proceeds from issuance of common stock                       --          639,000      1,186,700
      Common stock issued for accrued payroll                      --             --          483,434
                                                            -----------    -----------    -----------

        Net cash provided by financing activities                20,000        552,855      1,690,134
                                                            -----------    -----------    -----------

    Net increase (decrease) in cash and cash equivalents         (5,191)         5,545            584

    Cash and cash equivalents, beginning of period                5,775            230           --
                                                            -----------    -----------    -----------

    Cash and cash equivalents, end of period                $       584    $     5,775    $       584
                                                            ===========    ===========    ===========

Supplemental Disclosure of Cash Flow Information
Cash paid for interest                                      $      --      $     6,216    $     6,216
Supplemental Disclosure of Non-Cash Transactions
Return of common stock issued in lieu of compensation       $      --      $   300,000    $   300,000
Issuance of additional shares associated with
 1-for-20 reverse stock split (See Note 5).                 $       125    $      --      $       125



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

                                                   21
</TABLE>
<PAGE>

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

1.   Organization and Basis of Presentation

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

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

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

     The Company's current business strategy is to investigate and, if such
     investigation warrants, acquire a target company or business seeking the
     perceived advantages of being a publicly held corporation. The Company's
     principal business objective for the next 12 months and beyond such time
     will be to achieve long-term growth potential through a combination with a
     business rather than immediate, short-term earnings. The Company will not
     restrict its potential candidate target companies to any specific business,
     industry or geographical location and, thus, may acquire any type of
     business.

     Basis of Presentation

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

     Going Concern

     Since inception, the Company has generated no revenues and has incurred a
     cumulative operating loss of $1,589,829 and a cumulative net loss of
     $1,673,814. Since inception, the Company has also been dependent upon the
     receipt of capital investment or other financing to fund its operations.
     The Company currently has no source of operating revenue, and has only
     limited working capital with which to pursue its business plan, which
     contemplates the completion of a business combination with an operating
     company. The amount of capital required to sustain operations until the
     successful completion of a business combination is subject to future events
     and uncertainties. It may be necessary for the Company to secure additional
     working capital through loans or sales of common stock, and there can be no
     assurance that such funding will be available in the future. These
     conditions raise substantial doubt about the Company's ability to continue
     as a going concern.

                                       22
<PAGE>

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

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

2.   Summary of Significant Accounting Policies

     Use of Estimates

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

     Income Taxes

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

     Cash and Cash Equivalents

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

     Fair Value of Financial Instruments

     The Company's financial instruments are comprised of cash and cash
     equivalents, accounts payable, accrued expenses and notes payable and
     accrued interest due to a related party. The carrying amounts of financial
     instruments approximate fair value due to their short maturities.

     Net Loss Per Share

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

     Comprehensive Loss

     Comprehensive loss is defined as all changes in stockholders' equity
     (deficit), exclusive of transactions with owners, such as capital
     investments. Comprehensive loss includes net loss, changes in certain
     assets and liabilities that are reported directly in equity such as
     translation adjustments on investments in foreign subsidiaries and
     unrealized gains (losses) on available-for-sale securities. For the year
     ended December 31, 2008 and for the cumulative period from inception May 2,
     2005 to December 31, 2008, the Company's comprehensive loss was the same as
     its net loss.

                                       23
<PAGE>

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

     Recently Issued Accounting Pronouncements

     In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
     Instruments and Hedging Activities - an amendment of SFAS No. 133." This
     Statement amends and expands the disclosure requirements by requiring
     qualitative disclosures about objectives and strategies for using
     derivatives, quantitative disclosures about fair value amounts of, and
     gains and losses on, derivative instruments, and disclosures about credit
     risk-related contingent features in derivative agreements. SFAS No. 161 is
     effective for financial statements issued for fiscal years and interim
     periods beginning after November 15, 2008.

     In April 2008, the FASB approved FSP FAS 142-3, "Determination of the
     Useful Life of Intangible Assets." FSP FAS 142-3 amends the factors that
     should be considered in developing renewal or extension assumptions used to
     determine the useful life of a recognized intangible asset under SFAS No.
     142, "Goodwill and Other Intangible Assets." FSP FAS 142-3 is effective for
     the Company's fiscal year beginning January 1, 2009, with early adoption
     prohibited.

     In May 2008, the FASB approved FSP APB 14-1, "Accounting for Convertible
     Debt Instruments That May Be Settled in Cash upon Conversion (Including
     Partial Cash Settlement)." FSP APB 14-1 clarifies that convertible debt
     instruments that may be settled in cash upon conversion (including partial
     cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14,
     "Accounting for Convertible Debt and Debt issued with Stock Purchase
     Warrants." Additionally, FSP APB 14-1 specifies that issuers of such
     instruments should separately account for the liability and equity
     components in a manner that will reflect the entity's nonconvertible debt
     borrowing rate when interest cost is recognized in subsequent periods. FSP
     APB 14-1 is effective for the Company's fiscal year beginning January 1,
     2009.

     In June 2008, the FASB issued FSP EITF 03-6-1, "Determining Whether
     Instruments Granted in Share-Based Payment Transactions Are Participating
     Securities." FSP EITF 03-6-1 addresses whether instruments granted in
     share-based payment transactions are participating securities prior to
     vesting and, therefore, need to be included in computing earnings per share
     under the two-class method described in SFAS No. 128, "Earnings Per Share."
     FSP EITF 03-6-1 requires companies to treat unvested share-based payment
     awards that have non-forfeitable rights to dividend or dividend equivalents
     as a separate class of securities in calculating earnings per share. FSP
     EITF 03-6-1 will be effective for the Company's fiscal year beginning
     January 1, 2009, with early adoption prohibited.

     The adoption of these new Statements is not expected to have a material
     effect on the Company's current financial position, results of operations,
     or cash flows.


                                       24
<PAGE>

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

3.   Change of Control

     On February 1, 2007, the Company and KI Equity Partners IV, LLC, a Delaware
     limited liability company ("KI Equity") entered into a securities purchase
     agreement ("Purchase Agreement") under which the Company agreed to sell and
     KI Equity agreed to purchase 3,195,000 shares of Frezer's common stock
     ("Shares") for an aggregate purchase price of $639,000 ("Purchase Price").
     The closing of the transactions under the Purchase Agreement occurred on
     February 22, 2007 ("Closing").

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

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

     Following the execution of the Indemnity Agreement, the Company recorded
     the $376,750 aggregate sum to be paid to the Principles as Other (Expense)
     in the accompanying statement of operations during the year ended December
     31, 2007.

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

                                       25
<PAGE>

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

     Following the execution of the Release Agreement, the Company reversed
     $300,000 of previously accrued compensation due to Koos, Pockett and
     O'Neill, accounting for the reversal of the liability as Other Income in
     the accompanying statement of operations during the year ended December 31,
     2007.

     Separately, Pockett, O'Neill and Bombardier agreed to sell 305,000 shares
     of Frezer's common stock ("Transferred Shares"), in the aggregate, to KI
     Equity for an aggregate purchase price of $61,000 (the "Stock Transfer").
     The closing of the Stock Transfer occurred on February 22, 2007.

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

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

4.   Notes Payable

     In April 23, 2008, the Company borrowed $20,000 from a related party, Vero
     Management, L.L.C., a Delaware limited liability company ("Vero") under an
     unsecured promissory note bearing interest at 5.0% per annum, with
     principal and interest due and payable upon demand. (See Note 6)

5.   Stockholders' Equity (Deficit)

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

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

     On February 22, 2007, the Company issued 3,195,000 shares of its common
     stock to KI Equity for an aggregate purchase price of $639,000 (see Note
     3).

     On February 27, 2007, the Company issued 85,000 shares of its common stock
     to Kevin R. Keating, the sole officer and director of the Company, for
     services rendered to the Company valued at $17,000.

                                       26
<PAGE>

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

     On February 27, 2007, the Company also issued 85,000 shares of its Common
     Stock to Garisch Financial, Inc. ("GFI") for consulting services rendered
     to the Company valued at $17,000.

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

     On January 10, 2008, the Company's Board of Directors adopted, and holders
     of a majority of the Company's issued and outstanding shares of Common
     Stock approved, by written consent, a 1-for-20 reverse stock split
     ("Reverse Split") of the Company's common stock outstanding, with special
     treatment for certain of the Company's stockholders to preserve round lot
     stockholders.

     The Reverse Split provided special treatment to stockholders of record as
     of the record date of January 10, 2008 (the "Record Date") holding fewer
     than 2,000 shares of common stock to prevent those stockholders from
     holding less than 100 shares after the Reverse Split (the "Special
     Treatment"). Accordingly, stockholders who held less than 2,000 shares but
     at least 100 shares of common stock as of the Record Date and who continued
     to hold such shares as of the effective date of the Reverse Split on
     February 26, 2008 (the "Effective Date"), received 100 shares of common
     stock. Stockholders who purchased less than 2,000 shares but at least 100
     shares after the Record Date and who continued to hold such shares as of
     the Effective Date were not afforded the Special Treatment. No special
     treatment was afforded stockholders who held less than 100 shares on the
     Record Date. No fractional shares were issued for any fractional share
     interest created by the Reverse Split. Any stockholder who would have
     otherwise received a fractional share instead received a full share of
     common stock for any fractional share interests created by the Reverse
     Split.

     As a result of the Special Treatment and round-up for fractional shares, an
     additional 125,296 shares of common stock were issued in connection with
     and as part of the Reverse Split. All share numbers in the financial
     statements included herein are shown on a post-Reverse Split basis.

6.   Related Party Transactions

     Management Agreement

     Effective February 27, 2007, the Company entered into a management
     agreement ("Management Agreement") with Vero under which Vero had agreed to
     provide a broad range of managerial and administrative services to the
     Company including, but not limited to, assistance in the preparation and
     maintenance of the Company's financial books and records, the filing of
     various reports with the appropriate regulatory agencies as are required by
     State and Federal rules and regulations, the administration of matters
     relating to the Company's shareholders including responding to various
     information requests from shareholders as well as the preparation and
     distribution to shareholders of relevant Company materials, and to provide
     office space, corporate identity, telephone and fax services, mailing,
     postage and courier services for a fixed fee of $2,000 per month, for an

                                       27
<PAGE>

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

     initial period of twelve months. At the end of the initial twelve month
     term, the agreement was to continue to remain in effect until terminated in
     writing by either party.

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

     On August 15, 2008, the Management Agreement was terminated by Frezer,
     retroactive to July 1, 2008.

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

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

     For the years ended December 31, 2008 and 2007, and the cumulative period
     from May 2, 2005 (Inception) to December 31, 2008, the Company recorded
     $6,000, $14,000, and $20,000, respectively, of managerial and
     administrative expenses associated with this agreement which are included
     as a component of general and administrative expenses in the accompanying
     statement of operations.

     Note Payable

     On April 23, 2008, the Company borrowed $20,000 from Vero under an
     unsecured promissory note bearing interest at 5.0% per annum, with
     principal and interest due and payable upon demand.

     For the year ended December 31, 2008, the Company recognized $699 of
     interest expense in relation to this outstanding related party note
     payable.

     Other

     As of December 31, 2008, the accrued expenses balance of $14,027 listed in
     the accompanying balance sheet was comprised of a) $9,000 in fees payable
     to Vero for managerial and administrative services previously rendered and
     b) $5,027 payable to Keating Investments for reimbursement of operating
     expenses paid on behalf of the Company by Keating Investments.

     As of December 31, 2007, the accrued expenses balance of $3,000 listed in
     the accompanying balance sheet was comprised exclusively of fees payable to
     Vero for managerial and administrative services previously rendered.

                                       28
<PAGE>

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

7.   Income Taxes

     The tax effects of temporary differences that give rise to significant
     portions of the Company's net deferred tax assets at December 31, 2008 and
     2007 are as follows:

                                                   December 31,   December 31,
                                                      2008            2007
                                                   -----------    -----------

     Assets
     Net Operating Loss carry forwards             $   569,097    $   555,321
                                                   -----------    -----------
            Gross deferred tax asset                   569,097        555,321

     Valuation allowance                              (569,097)      (555,321)
                                                   -----------    -----------
            Net deferred tax asset                 $     --       $     --
                                                   ===========    ===========


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

     The benefit from income taxes differs from the amount computed by applying
     the U.S. federal income tax rate of 34% to loss before income taxes for the
     cumulative period from May 2, 2005 (Inception) to December 31, 2008 and May
     2, 2005 (Inception) to December 31, 2007 as follows:

                                                   December 31,   December 31,
                                                      2008            2007
                                                   -----------    -----------

     U.S. federal income tax benefit at
       statutory rate                              $  (569,097)    $  (555,321)
     Change in valuation allowance                     569,097         555,321
                                                   -----------     -----------
           Benefit from income Taxes               $     --        $     --
                                                   ===========     ===========


8.   Subsequent Event

     In January 2009, the Company borrowed $8,750 from Vero under an unsecured
     promissory note bearing interest at 5.0% per annum, with principal and
     interest due and payable upon demand. In addition, the Company borrowed
     $8,750 from Keating Investments under an unsecured promissory note bearing
     interest at 5.0% per annum, with principal and interest due and payable
     upon demand.

                                       29
<PAGE>

Item 9. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure.

     None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

     We maintain disclosure controls and procedures that are designed to ensure
that information required to be disclosed in our reports filed pursuant to the
Exchange Act are recorded, processed, summarized and reported within the time
periods specified in the SEC's rules, regulations and related forms, and that
such information is accumulated and communicated to our principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.

     Our management is also responsible for establishing and maintaining
adequate internal control over financial reporting. The Company's internal
control over financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles.

     Our internal control over financial reporting includes those policies and
procedures that:

     o    Pertain to the maintenance of records that, in reasonable detail,
          accurately and fairly reflect the transactions and dispositions of the
          assets of the Company;
     o    Provide reasonable assurance that transactions are recorded as
          necessary to permit preparation of financial statements in accordance
          with generally accepted accounting principles, and that our receipts
          and expenditures are being made only in accordance with authorizations
          of the Company's management and directors; and
     o    Provide reasonable assurance regarding prevention or timely detection
          of unauthorized acquisition, use or disposition of our assets that
          could have a material effect on the financial statements.

     As of December 31, 2008, we carried out an evaluation, under the
supervision and with the participation of our principal executive officer and
our principal financial officer of the effectiveness of the design and operation
of our disclosure controls and procedures. Based on this evaluation, our
principal executive officer and our principal financial officer concluded that
our disclosure controls and procedures were effective as of the end of the
period covered by this report.

Management's Report on Internal Control Over Financial Reporting

     Our management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Rule
13a-15(f) of the Exchange Act. Under the supervision and with the participation
of our principal executive officer and principal financial officer, we conducted
an evaluation of the effectiveness of our internal control over financial
reporting based on the framework in Internal Control--Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on our evaluation under the framework in Internal Control--Integrated
Framework, our management concluded that our internal control over financial
reporting was effective as of December 31, 2008.

     This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the SEC that
permit the Company to provide only management's report in this annual report.


Change in Internal Control over Financial Reporting

     There were no changes in the Company's internal control over financial
reporting that occurred during the quarter ended December 31, 2008 that have
materially affected, or that are reasonably likely to materially affect, the
Company's internal control over financial reporting.

Item 9B. Other Information.

     None.

                                       30
<PAGE>

                                    PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Identification of Directors and Executive Officers

         The following table sets forth certain information regarding the
Company's directors and executive officers:

Name               Age   Position                           Term
----               ---   --------                           ----

Kevin R. Keating   68    President, Secretary, Treasurer,   February 22, 2007
                         Chief Executive Officer, Chief     thru Present
                         Financial Officer, and Director

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

     Kevin R. Keating has served as a director of the Company since February 22,
2007. Mr. Keating was appointed Chief Executive Officer, Chief Financial
Officer, President, Secretary and Treasurer effective February 22, 2007. Mr.
Keating is the Managing Member of Vero Management, LLC, which provides
managerial, 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 Corporation 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 investment
needs of high net worth individual investors.

     Additionally, Mr. Keating currently serves as director of the following
public companies: Blue Holdings, Inc. Also, he is the sole officer and director
of Wentworth IV, Inc., Wentworth V, Inc., Wentworth VI, Inc., Wentworth VII,
Inc., and Wentworth VIII, Inc., all of which are publicly-reporting,
non-trading, shell companies.

     Mr. Keating serves as the sole officer and a director of Forex365, Inc. and
Catalyst Lighting Group, Inc., each of which are public shell companies which
trade on the Over-the-Counter Bulletin Board under the symbols "FRXT" and
"CYSU", respectively.

Significant Employees

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

Family Relationships

     Kevin R. Keating, the Company's sole officer and director, is the father of
Timothy J. Keating, the principal member of Keating Investments, LLC ("Keating
Investments"). Keating Investments is the managing member of KI Equity, and
Timothy J. Keating is the manager of KI Equity. It is possible that Keating
Investments may be engaged to act as an advisor or finder for the Company in
connection with a possible business combination.

Involvement in Certain Legal Proceedings

     There have been no events under any bankruptcy act, no criminal proceedings
and no judgments, injunctions, orders or decrees material to the evaluation of
the ability and integrity of our sole director and officer, Kevin R. Keating,
during the past five years.

                                       31
<PAGE>

Audit Committee and Audit Committee Financial Expert

     The Company is not a "listed company" under SEC rules and is therefore not
required to have an audit committee comprised of independent directors. The
Company 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, the Company'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: (i) selection and oversight
of the Company's independent accountant; (ii) establishing procedures for the
receipt, retention and treatment of complaints regarding accounting, internal
controls and auditing matters; and (iii) engaging outside advisors. The
Company'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.

Board Meetings; Nominating and Compensation Committees

     The Board of Directors took a number of actions by written consent of all
of the directors during the fiscal year ended December 31, 2008. Such actions by
the written consent of all directors are, according to Nevada corporate law and
the Company's by-laws, as valid and effective as if they had been passed at a
meeting of the directors duly called and held. The Company's directors and
officers do not receive remuneration from the Company unless approved by the
Board of Directors or pursuant to an employment contract. No compensation has
been paid to the Company's directors for attendance at any meetings during the
last fiscal year.

     The Company does not have standing nominating or compensation committees,
or committees performing similar functions. The Company'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
the Company not to have a standing nominating committee because the board of
directors has performed and will perform adequately the functions of a
nominating committee. The Company is not a "listed company" under SEC rules and
is therefore not required to have a compensation committee or a nominating
committee.

Code of Ethics

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

     o    Honest and ethical conduct, including the ethical handling of actual
          or apparent conflicts of interest between personal and professional
          relationships;
     o    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;
     o    Compliance with applicable governmental laws, rules and regulations;
     o    The prompt internal reporting of violations of the code to an
          appropriate person or persons identified in the code; and
     o    Accountability for adherence to the code.

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

Conflicts of Interest

     Certain conflicts of interest exist and may continue to exist between the
Company 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 the Company. Our sole officer has not
entered into a written employment agreement with us and is not expected to do so
in the foreseeable future; however, our sole officer and director may receive
compensation in connection with a business combination.

     Certain conflicts of interest may exist between the Company and its
management, and conflicts may develop in the future. The Company has not
established policies or procedures for the resolution of current or potential
conflicts of interest between the Company, its officers and directors or
affiliated entities. There can be no assurance that management will resolve all
conflicts of interest in favor of the Company, 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.

                                       32
<PAGE>

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 limited scope of the Company's
operations, a specific nominating policy would be premature and of little
assistance until the Company'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. The Company does not pay any
fee to any third party or parties to identify or evaluate or assist in
identifying or evaluating potential nominee.

     The Company 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 corporate law and the federal proxy rules, to
the extent such rules are or become applicable. 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 the Company 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 Kevin R. Keating.

Indemnification

     Under Nevada corporate law and pursuant to our certificate of incorporation
and bylaws, the Company may indemnify its officers and directors for various
expenses and damages resulting from their acting in these capacities. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to the Company's officers or directors pursuant to the foregoing
provisions, the Company 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.

Item 11. Executive Compensation.

Compensation Discussion and Analysis

     From inception to July 11, 2006 the Company's objective was to operate in
the field of stem cell banking and regenerative medicine. However, on July 11,
2006, the Company's board of directors unanimously approved resolutions to
abandon all plans to develop a stem cell banking facility and market that
facility's services. Commencing on July 11, 2006, the Company shifted its focus
to (i) the development and marketing of intellectual property relating to the
Cryo-Chip, which was designed to provide an extensive line of stem cells for
research and development, and (ii) the development and marketing of intellectual
property relating to cryogenic storage tank modifications for increased storage
capacity. Following the Change in Control transaction on February 22, 2007, the
Company commenced an investigation to determine whether to continue or to cease
its then-present operations. The Company determined it to be in the best
interests of the Company to permanently suspend its operations.

     The Company currently is a shell company with nominal assets, no employees
and no active business operations. The Company's business plans are to identify
an operating company with which to merge or to complete a business combination
in a reverse merger transaction. As such, the Company currently has no formal
compensation program for its executive officers, directors or employees.

     The Company is not a "listed company" under SEC rules and is therefore not
required to have a compensation committee. Accordingly, the Company has no
compensation committee.

     Except as set forth in the summary compensation table below, during the
fiscal years ended December 31, 2006, 2007 and 2008, the Company has not
provided any salary, bonus, annual or long-term equity or non-equity based
incentive programs, health benefits, life insurance, tax-qualified savings

                                       33
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>

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.

     On February 27, 2007, Kevin R. Keating received 85,000 shares of the
Company's common stock for services rendered to the Company valued at $17,000.
Mr. Keating has not entered into a written employment agreement with us and is
not expected to do so in the foreseeable future; however, he may receive
compensation in connection with a business combination. However, please see Item
13, Certain Relationships and Related Transactions, and Director Independence,
below for a full discussion of a certain management agreement between the
Company and Vero, a limited liability company for which Mr. Keating is the sole
member and manager, which was terminated effective July 1, 2008. Mr. Keating
intends to devote very limited time to our affairs.

     It is possible that, after the Company successfully consummates a business
combination with an unaffiliated entity, that entity may desire to employ or
retain Mr. Keating for the purposes of providing services to the surviving
entity. However, the Company has adopted a policy whereby the offer of any
post-transaction employment or services to members of management will not be a
consideration in our decision whether to undertake any proposed transaction.

     No retirement, pension, profit sharing, stock option or insurance programs
or other similar programs are currently in place for the benefit of the
Company's employees. There are no stock options outstanding as of the date of
this filing.

     There are no understandings or agreements regarding compensation our
management will receive after a business combination that is required to be
included in this table, or otherwise.

Summary Compensation Table

     The following table summarizes the total compensation paid by the Company
to those individuals who served as executive officers during all or a portion of
the fiscal years ended December 31, 2008, 2007 and 2006.

                                                     Compensation Table
                                                     ------------------

        (a)             (b)       (c)       (d)         (e)         (f)        (g)           (h)          (i)         (j)
----------------------------------------------------------------------------------------------------------------------------
                                                                             Non-equity      Non-
                                                                             Incentive    qualified
                                                                               Plan        Deferred     All Other     Total
                                                       Stock       Option     Compen-       Compen-      Compen-     Compen-
Name and Principal                          Bonus      Awards      Awards     sation        sation       sation      sation
    Position            Year   Salary ($)    ($)        ($)         ($)         ($)        Earnings       ($)          ($)
----------------------------------------------------------------------------------------------------------------------------
Kevin R. Keating (1)    2008   $       0    $    0    $      0     $    0      $    0       $    0       $    0     $      0
                        2007   $       0    $    0    $ 17,000     $    0      $    0       $    0       $    0     $ 17,000
                        2006   $       0    $    0    $      0     $    0      $    0       $    0       $    0     $      0

David R. Koos (2)       2008   $       0    $    0    $      0     $    0      $    0       $    0       $    0     $      0
                        2007   $       0    $    0    $      0     $    0      $    0       $    0       $    0     $      0
                        2006   $ 200,000    $    0    $      0     $    0      $    0       $    0       $    0     $200,000

Brian F. Pockett (3)    2008   $       0    $    0    $      0     $    0      $    0       $    0       $    0     $      0
                        2007   $       0    $    0    $      0     $    0      $    0       $    0       $    0     $      0
                        2006   $ 120,000    $    0    $      0     $    0      $    0       $    0       $    0     $120,000

Geoffrey O'Neill (4)    2008   $       0    $    0    $      0     $    0      $    0       $    0       $    0     $      0
                        2007   $       0    $    0    $      0     $    0      $    0       $    0       $    0     $      0
                        2006   $ 120,000    $    0    $      0     $    0      $    0       $    0       $    0     $120,000

----------
(1)  Kevin R. Keating has served as President, Secretary, Treasurer, Chief
     Executive Officer, Chief Financial Officer and sole director of the Company
     since February 22, 2007. On February 27, 2007, Kevin R. Keating received
     85,000 shares of the Company's common stock for services rendered to the
     Company valued at $17,000.

(2)  David R. Koos served as the Chief Executive Officer, Chief Financial
     Officer and Secretary of the Company until he resigned on February 22, 2007
     in connection with the Change in Control. Mr. Koos earned $200,000 in
     salary in 2006, of which $70,000 was paid in 2006 and $130,000 was earned
     and unpaid salary for which Mr. Koos was issued an aggregate of 3,301,025
     shares of Common Stock on December 21, 2006 (the "December 2006 Shares").
     On January 26, 2007, the December 2006 Shares were canceled.

                                       34
</TABLE>
<PAGE>

(3)  Brian F. Pockett's served as the Chief Operating Officer and Managing
     Director of the Company until he resigned on February 22, 2007 in
     connection with the Change in Control. Mr. Pockett earned $120,000 in
     salary in 2006, of which $42,000 was paid in 2006 and $78,000 was earned
     and unpaid salary for which Mr. Pockett was issued an aggregate of
     1,802,867 shares of Common Stock on December 21, 2006 (the "December 2006
     Shares"). On January 26, 2007, the December 2006 Shares were canceled.

(4)  Geoffrey O'Neill served as the President of the Company until he resigned
     on February 22, 2007 in connection with the Change in Control. Mr. O'Neill
     earned $120,000 in salary in 2006, of which $28,000 was paid in 2006 and
     $92,000 was earned and unpaid salary for which Mr. O'Neill was issued an
     aggregate of 2,336,108 shares of Common Stock on December 21, 2006 (the
     "December 2006 Shares"). On January 26, 2007, the December 2006 Shares were
     canceled.

Director Compensation

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

Employment Agreements

     The Company is not a party to any employment agreements.

Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.

     The following tables set forth certain information as of January 26, 2009
regarding (i) each person known by the Company to be the beneficial owner of
more than 5% of the outstanding shares of common stock, (ii) each director,
nominee and executive officer of the Company and (iii) all officers and
directors as a group. As of January 26, 2009, there are 4,267,000 shares of
common stock issued and outstanding.

                                     Amount and Nature of
       Name and Address              Beneficial Ownership    Percentage of Class
       ----------------              --------------------    -------------------

Kevin R. Keating (1)                        85,000                   2.0%
190 Lakeview Way
Vero Beach, Florida 32963

KI Equity Partners IV, LLC (2)           3,500,000 (3)              82.0%
c/o Timothy J. Keating, Manager
5251 DTC Parkway, Suite 1000
Greenwood Village, Colorado 80111

All Directors and Officers as a Group       85,000                   2.0%
(1 individual)

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

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

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

                                       35
<PAGE>

Item 13. Certain Relationships and Related Transactions, and Director
Independence.

Certain Relationships and Related Transactions

     Effective February 27, 2007, the Company entered into a management
agreement (the "Management Agreement") with Vero, pursuant to which Vero agreed
to provide a broad range of managerial and administrative services to the
Company including, but not limited to, assistance in the preparation and
maintenance of the Company's financial books and records, the filing of various
reports with the appropriate regulatory agencies as are required by State and
Federal rules and regulations, the administration of matters relating to the
Company's shareholders including responding to various information requests from
shareholders as well as the preparation and distribution to shareholders of
relevant Company materials, and to provide office space, corporate identity,
telephone and fax services, mailing, postage and courier services. In exchange
for Vero's services to the Company, the Company agreed to pay Vero a monthly fee
equal to $2,000. Effective July 1, 2007, the Management Agreement was amended by
the parties to reduce the monthly fee to $1,000 per month. On August 15, 2008,
the Management Agreement was terminated by the Company, effective July 1, 2008.

     Kevin R. Keating, the Company's sole officer and director, is the father of
Timothy J. Keating, the principal member of Keating Investments, LLC ("Keating
Investments"). Keating Investments is the managing member of KI Equity, the
Company's controlling stockholder. Timothy J. Keating is the manager of KI
Equity. It is possible that Keating Investments may be engaged to act as an
advisor or finder for the Company in connection with a possible business
combination.

     On February 22, 2007, the Company issued 3,195,000 shares of Common Stock
to KI Equity for aggregate proceeds equal to $639,000. The Company sold these
shares of Common Stock under the exemption from registration provided by Section
4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated
thereunder.

     On February 27, 2007, the Company also issued 85,000 shares of Common Stock
to Kevin R. Keating, our sole officer and director, for services rendered to the
Company valued at $17,000. The Company sold these shares of Common Stock under
the exemption from registration provided by Section 4(2) of the Securities Act
and/or Rule 506 of Regulation D promulgated thereunder.

     In connection with the issuances of common stock to KI Equity and Kevin R.
Keating, as described above, the Company granted to the holders of these shares
certain demand and piggyback registration rights.

     On April 23, 2008, the Company borrowed $20,000 from Vero under an
unsecured promissory note payable upon demand. On January 9, 2009, the Company
borrowed an additional $8,750 from Vero under an unsecured promissory note
payable upon demand. Each of these notes bears interest at a rate of 5% per
annum, with the accrued interest being payable upon demand. The proceeds of the
notes were used or will be used for working capital purposes. Vero is owned and
controlled by Kevin R. Keating, the Company's sole officer and director.

     On January 9, 2009, the Company borrowed $8,750 from Keating Investments
under an unsecured promissory note payable upon demand. The proceeds of the note
were used or will be used for working capital purposes. The note bears interest
at a rate of 5% per annum, with the accrued interest being payable upon demand.
Keating Investments is the managing member of KI Equity, the Company's
controlling stockholder. Timothy J. Keating is the principal member of Keating
Investments and is the manager of KI Equity. Kevin R. Keating, the Company's
sole director and officer, is the father of Timothy J. Keating.

     Except as otherwise indicated in this Annual Report, there have no related
party transactions, or any other transactions or relationships required to be
disclosed pursuant to Item 404 of Regulation S-K.

Director Independence

     The Company is not a "listed company" under SEC rules and is therefore not
required to have independent directors.



                                       36
<PAGE>

Item 14. Principal Accounting Fees and Services

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

Audit Fees

     The aggregate fees billed by Chang G. Park, CPA for professional services
rendered for the audit of our annual financial statements and review of
financial statements included in our quarterly reports or services that are
normally provided in connection with statutory and regulatory filings were
$15,000 for the fiscal year ended December 31, 2008 and $15,000 for fiscal year
ended December 31, 2007.

Audit-Related Fees

     There were no fees billed by Chang G. Park, CPA for assurance and related
services that are reasonably related to the performance of the audit or review
of the Company's financial statements for the fiscal years ended December 31,
2008 and 2007.

Tax Fees

     There were no fees billed by Chang G. Park, CPA for professional services
for tax compliance, tax advice, and tax planning for the fiscal years ended
December 31, 2008 and 2007.

All Other Fees

     There were no fees billed by Chang G. Park, CPA for other products and
services for the fiscal years ended December 31, 2008 and 2007.

Audit Committee's Pre-Approval Process

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

                                     PART IV

Item 15. Exhibits, Financial Statement Schedules.

Financial Statements

     The Company's financial statements are included in Item 8 of this Annual
Report.

Financial Statement Schedules

     All schedules are omitted because they are either not applicable or have
been provided in Item 8 of this Annual Report or elsewhere herein.

Exhibits

     Exhibit  Description
     -------  -----------

       2.1    Purchase Agreement by and between Frezer, Inc. and KI Equity
              Partners IV, LLC, dated February 1, 2007. (1)

       2.2    Indemnity Agreement by and between Frezer, Inc., David R. Koos,
              Brian F. Pockett, Geoffrey O'Neill, and Bombardier Pacific
              Ventures, Inc., dated February 22, 2007. (2)

       2.3    Release Agreement by and between Frezer, Inc., David R. Koos,
              Brian F. Pockett, Geoffrey O'Neill, and Bombardier Pacific
              Ventures, Inc., dated February 22, 2007. (2)

       3.1    Certificate of Incorporation. (3)

       3.2    Certificate of Amendment of Certificate of Incorporation. (4)

                                       37
<PAGE>

       3.3    By-Laws. (3)

       4.1    Registration Rights Agreement by and between Frezer, Inc. and KI
              Equity Partners IV, LLC, dated February 22, 2007. (2)

       4.2    Promissory note issued by Frezer, Inc. to Vero Management, LLC
              dated April 23, 2008. (7)

       4.3    Promissory note issued by Frezer, Inc. to Vero Management, LLC
              dated January 9, 2009. (8)

       4.4    Promissory note issued by Frezer, Inc. to Keating Investments, LLC
              dated January 9, 2009. (8)

       10.1   Letter of Intent, dated November 7, 2007. (6)

       10.2   Consulting Agreement by and between the Company, KI Equity and
              Garisch Financial, Inc., dated February 27, 2007. (5)

       10.3   Registration Rights Agreement by and between the Company and
              Garisch Financial, Inc., dated February 27, 2007. (5)

       10.4   Management Agreement by and between the Company and Vero
              Management, LLC, dated February 27, 2007. (5)

       10.5   Registration Rights Agreement by and between the Company and Kevin
              R. Keating, dated February 27, 2007. (5)

       14.1   Corporate Code of Ethics, adopted May 23, 2005. (3)

       31.1   Certification of the Company's Principal Executive Officer and
              Principal Financial Officer pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002, with respect to the registrant's
              Annual Report on Form 10-K for the year ended December 31, 2008.
              (9)

       32.1   Certification of the Company's Principal Executive Officer and
              Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
              adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
              (9)

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

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

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

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

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

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

(7)  Filed as an exhibit to the Company's Current Report on Form 8-K, as filed
     with the Securities and Exchange Commission on April 29, 2008, and
     incorporated herein by this reference.

(8)  Filed as an exhibit to the Company's Current Report on Form 8-K, as filed
     with the Securities and Exchange Commission on January 28, 2009, and
     incorporated herein by this reference.

(9)  Filed herewith.

                                       38
<PAGE>


                                   SIGNATURES

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


                                                 FREZER, INC.



Dated: February 5, 2009                          By: /s/ Kevin R. Keating
                                                 -----------------------------
                                                 Kevin R. Keating
                                                 Chief Executive Officer
                                                 Chief Financial Officer



     In accordance with the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the following capacities and on February 5, 2009.

     Signatures                    Title
     ----------                    -----

     /s/ Kevin R. Keating          Chief Executive Officer, Chief Financial
                                   Officer, President, Treasurer Secretary and
                                   Sole Director





















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