U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549


________________





FORM
      10-QSB /A


Amendment
        No: 3


x QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
      the
      quarterly period ended March 31, 2006





 ̈ TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT





For
      the
      transition period from  to





Commission
      file number


_000-51336




FREZER,
      INC.


(Exact
      name of small business issuer as specified in its charter)




________________


NEVADA
            20-2777600(State
                or other jurisdiction of
              incorporation
                or organization)
            (IRS
                employer
              Identification
                No.)








1010
      University Avenue


Suite
      40


San
      Diego,
      CA 92103


(619)
      702-1404


(Address
      and Telephone Number of Principal Executive Offices)


Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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





As
        of
        August 31, 2006, 15,534,064 shares of the issuer's Common Stock, $.0001 par
        value per share, were outstanding.
 
 Transitional
      Small Business Disclosure Format Yes  ̈ No x







1




PART
      I:


Item
      1








To
      the
      Board of Directors of


Frezer,
      Inc.


(A
      Development Stage Company)





INDEPENDENT
      ACCOUNTANTS' REPORT


We
        have
        reviewed the accompanying balance sheet (restated) of Frezer, tic. as of
        March
        31, 2006, and the related statements (restated) of operations, changes in
        stockholders' equity, and cash flows for the three months ended March 31,
        2006
        in accordance with Statements on Standards for Accounting Review Services
        issued
        by the American Institute of Certified Public Accountants, All information
        included in these financial statements is the representation of the management
        of Frezer, Inc.
  We
        conducted our review in accordance with the standard! of the Public Company
        Accounting Oversight Board (United States). A review of interim financial
        information consists principally of applying analytical procedures to financial
        data and making inquiries of persons responsible for financial and accounting
        matters. It is substantially less in scope than an audit conducted in accordance
        with the standards of the Public Company Accounting Oversight Board, the
        Objective of which is the expression of an opinion regarding the financial
        Statements taken as a whole. Accordingly, we do not express such an
        opinion.




Our
      review
      was made for the purpose of expressing limited assurance that there are no
      material modifications that should be made to the fmancial statements in order
      for them to be in conformity with U.S. generally accepted accounting
      principles.





Armando
      C.
      Ibarra


CPA-APC


August
      30,2006 Chula Vista, California








2





FREZER,
      INC.





UNAUDITED
      INTERIM FINANCIAL STATEMENTS


**Frezer,
                  Inc.****Balance
                  Sheet**
                
                **ASSETS**
  **(Restated)****As
                    of**
                
                **As
                    of****March
                    31,**
                
                **December
                    31,****2006**
                
                **2005****(unaudited)****CURRENT
                    ASSETS**Cash
                
                $
                102,777
                
                $
                264,932Accounts
                    Receivable - related party
                
                
                6,625Notes
                    Receivable
                
                
                64,000
                
                
                10,000Prepaid
                    expenses
                
                
                120,245
                
                
                24,285**Total
                    Current Assets**
                
                
                293,647
                
                
                299,217**NET
                    PROPERTY & EQUIPMENT**
                
                
                1,180
                
                
                1,180**OTHER
                    ASSETS**DepositsOther
                    assets
                
                
                
                
                
                —**Total
                    Other Assets**
                
                
                —
                
                
                —**TOTAL
                    ASSETS**
                
                $
                294,827
                
                $
                300,397The
                    accompanying notes are an integral part of the financial
                    statements.


3




**Frezer,
                    Inc.****Balance
                    Sheet****LIABILITIES
                    AND STOCKHOLDERS'
                    EQUITY**
  **(Restated)****As
                    of**
                
                **As
                    of****March
                    31,**
                
                **December
                    31,****2006**
                
                **2005****(unaudited)****CURRENT
                    LIABILITIES**Accounts
                    payable
                
                $
                6,059
                
                $
                6,783Accrued
                    salaries
                
                
                62,000
                
                
                183,335Accrued
                    payroll taxes
                
                
                20,505
                
                
                9,095**Total
                    Current Liabilities****Total
                    Current Liabilities**
                
                
                88,564
                
                
                199,213**Total
                    Liabilities**
                
                
                —
                
                
                —**TOTAL
                    LIABILITIES**
                
                
                88,564
                
                
                199,213**STOCKHOLDERS'
                    EQUITY**Common
                    stock ($0.001 par value, 100,000,000 shares authorized;14,764,500
                    and 8,076,750 shares issued and outstandingas
                    of March 31, 2006 and December 31, 2005 respectively)
                
                
                14,865
                
                
                8,076Additional
                    paid-in capital
                
                
                747,206
                
                
                401,811Retained
                    (deficit)
                
                
                (555,808
                )
                
                (308,703
                )**Total
                    Stockholders' Equity**
                
                
                206,263
                
                
                101,184**TOTAL
                        LIABILITIES & STOCKHOLDERS'
                        EQUITY**
                
                $
                294,827
                
                $
                300,397The
                    accompanying notes are an integral part of the financial
                    statements.




4




**Frezer,
                  Inc.****Unaudited
                  Statements of
                  Operations**
  **(Restated)**
              
              **(Restated)****Qtr.
                  EndedMarch 31, 2006**
              
              **Period
                  from inception(May 2, 2005)to March 31,
                  2006****REVENUES****Total
                  Revenues**
              
              $
              —
              
              $**COSTS
                  AND EXPENSES**Research
                  & Development
              
              
              84,410
              
              
              84,410General
                  and administrative
              
              
              162,701
              
              
              471,404**Total
                  Costs and Expenses**
              
              
              247,111
              
              
              555,814**OPERATING
                  LOSS**
              
              
              (247,111
              )
              
              (555,814
              )**OTHER
                  INCOME & (EXPENSES)**Interest
                  expense
              
              
              —Interest
                  Income
              
              
              6
              
              
              6Other
                  income**Total
                  Other Income & (Expenses)**
              
              
              6
              
              
              6**NET
                  LOSS**
              
              $
              (247,105
              )
              **$**
              (555,808
              )**BASIC
                  AND DILUTED EARNINGS (LOSS) PER SHARE**
              
              $
              (0.03
              )
              **$**
              (0.07
              )**WEIGHTED
                  AVERAGE NUMBER OF****COMMON
                  SHARES OUTSTANDING**
              
              
              **9,368,241**
              
              
              **8,401,384**The
                  accompanying notes are an integral part of the financial
                  statements.
 
 
 5




**Frezer,
                  Inc.****Unaudited
                  Consolidated Statement of Stockholders' Equity**
                  **From
                    May 2, 2005 (Inception) through March 31,
                    2006**
   **(As
                  Restated)**
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ********
              ****
              ****
              **Common**
                **Shares**
              ****
              ****
              **Amount**
              ****
              ****
              **AdditionalPaid-in**
                **Capital(As
                  Restated)**
              ****
              ****
              **RetainedEarnings(As
                  Restated)**
              ****
              ****
              **Total(As
                  Restated)**Shares
                  issued for cash and services May 4,2005
              
              
              5,935,315
              
              
              5,936
              
              
              44,264
              
              
              
              
              
              50,200Shares
                  issued for services May 4, 2005
              
              
              100,000
              
              
              100
              
              
              900
              
              
              
              
              
              1,000Shares
                  issued for Cash November 10, 2005
              
              
              1,650,000
              
              
              1,650
              
              
              245,850
              
              
              
              
              
              247,500Shares
                  issued for Cash November 23, 2005
              
              
              333,333
              
              
              333
              
              
              99,667
              
              
              
              
              
              100,000Shares
                  issued for services December 10, 2005
              
              
              57,916
              
              
              58
              
              
              11,129
              
              
              
              
              
              11,187Net
                  Loss
              
              
              
              
              
              
              
              
              
              
              
              (308,703
              )
              
              (308,703
              )**Balance
                  March 31, 2006**
              
              
              8,076,564
              
              
              8,077
              
              
              401,810
              
              
              (308,703
              )
              
              101,184Shares
                  issued for cash
              
              
              500,000
              
              
              500
              
              
              149,500
              
              
              
              
              
              150,000Shares
                  issued for services
              
              
              187,500
              
              
              188
              
              
              18,562
              
              
              
              
              
              18,750Shares
                  issued in lieu of compensation
              
              
              6,100,000
              
              
              6,100
              
              
              177,334
              
              
              
              
              
              183,434Net
                  Loss
              
              
              
              
              
              
              
              
              
              
              
              (247,105
              )
              
              (247,105
              )**Balance
                  March 31, 2006**
              
              
              14,864,064
              
              
              14,865
              
              
              747,206
              
              
              (555,808
              )
              
              206,263The
                  accompanying notes are an integral part of the financial
                  statements.
 
  6
   **Frezer****Statements
                    of Cash Flows**
  **(Restated)****Qtr
                      Ended**
                  
                  **Year
                      Ended****March
                      31,**
                  
                  **December
                      31,****2006**
                  
                  **2005****CASH
                      FLOWS FROM OPERATING ACTIVITIES**Net
                      (loss)
                  
                  $
                  (247,105
                  )
                  $
                  (308,703
                  )Adjustments
                      to reconcile net loss to net cash (used in) providedby
                      operating activities:Stock
                      issued for services
                  
                  
                  18,750
                  
                  
                  12,187Stock
                      issued in lieu of compensation
                  
                  
                  183,434Increase/(decrease)
                      in accounts payable and accruals
                  
                  
                  (110,649
                  )
                  
                  199,213(Increase)/decrease
                      in prepaid expenses & deposits
                  
                  
                  (102,585
                  )
                  
                  (24,285
                  )***Net
                      Cash Provided by (Used in) Operating
                      Activities***
                  
                  
                  **(258,155**
                  **)**
                  
                  **(121,588**
                  **)****CASH
                      FLOWS FROM INVESTING ACTIVITIES**Purchase
                      of equipment
                  
                  
                  
                  
                  
                  (1,180
                  )Issuance
                      of Notes & other receivable - related parties
                  
                  
                  (54,000
                  )
                  
                  (10,000
                  )***Net
                      Cash Provided by (Used in) Investing
                      Activities***
                  
                  
                  **(54,000**
                  **)**
                  
                  **(11,180**
                  **)****CASH
                      FLOWS FROM FINANCING ACTIVITIES**Common
                      stock issued for cash
                  
                  
                  150,000
                  
                  
                  397,700***Net
                      Cash Provided by (Used in) Financing
                      Activities***
                  
                  
                  **150,000**
                  
                  
                  **397,700*****Net
                      Increase (Decrease) in Cash***
                  
                  
                  **(162,155**
                  **)**
                  
                  **264,932*****Cash
                      at Beginning of Year***
                  
                  
                  **264,932**
                  
                  
                  **-*****Cash
                      at End of Year***
                  
                  
                  **102,777**
                  
                  
                  **264,932*****Supplemental
                      Cash Flow Disclosures:***Cash
                      paid during period for interest
                  
                  $
                  —
                  
                  $Cash
                      paid during period for taxes
                  
                  $
                  
                  
                  $The
                      accompanying notes are an integral part of the financial
                      statements.
 
 
 7


FREZER,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)





CONDENSED
      NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS


For
      period
      from January 1, 2006 to March 31, 2006




GENERAL:




The
      financial statements of Frezer, Inc. (the Company), included herein, have been
      prepared pursuant to the rules and regulations of the Securities and Exchange
      Commission and in accordance with accounting principles generally accepted
      in the United States of America.




NOTE
      1.
      INTERIM FINANCIAL STATEMENTS





The
      accompanying financial statements have been prepared by Frezer Inc. without
      audit pursuant to the rules and regulations of the Securities and Exchange
      Commission. Certain information and footnote disclosures normally included
      in
      financial statements prepared in accordance with generally accepted accounting
      principles have been    condensed or omitted as allowed by such
      rules and regulations, and management believes that the disclosures are adequate
      to make the information presented not misleading. These financial statements
      include all of the adjustments, which, in the opinion of management, are
  necessary to a fair presentation of financial position and results
      of operations. All such adjustments are of a normal and recurring nature.
 The results of operations presented in the accompanying
      condensed financial statements for the period from January 1, 2006 ending
      March 31, 2006 are not necessarily indicative of the operating results that
      may
      be expected for the full year ending December 31, 2006.




These
      statements should be read in conjunction with the Company's financial statements
      for the period commencing with inception (May 2, 2005) and ending December
      31,
      2005, included in Form 10K-SB, as amended, filed with the U.S. Securities and
      Exchange Commission.





NOTE
      2.
      ORGANIZATION AND DESCRIPTION OF BUSINESS





Frezer,
      Inc. (the “Company”) was incorporated in the State of Nevada on May 2, 2005.
      From inception to July 11, 2006 the Company’s objective was to operate in the
      field of stem cell banking and regenerative medicine. On July 11, 2006 the
      Board
      of Directors of the Company unanimously approved resolutions to abandon all
      plans to develop a stem cell banking facility and market that facility’s
      services.





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





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





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





NOTE
      3.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





A.
        Basis of Accounting




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





8


FREZER,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)





CONDENSED
      NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS


For
      period
      from January 1, 2006 to March 31, 2006


(continued)




B. Basic
      Earnings per (loss) Share




In
      February 1997, the FASB issued SFAS No. 128, “Earnings Per Share”, which
      specifies the computation, presentation and disclosure requirements for earnings
      (loss) per share for entities with publicly held common stock.  SFAS No.
      128 supersedes the provisions of APB No. 15, and requires the presentation
      of
      basic earnings (loss)
      per
      share and diluted earnings (loss) per share.  The Company has adopted the
      provisions of SFAS No. 128 effective May 2, 2005 (inception).




Basic
      net
      loss per share amounts is computed by dividing the net loss by the weighted
      average number of common shares outstanding.  Diluted earnings per share
      are the same as basic earnings per share due to the lack of
      dilutive items in the Company.





C. Cash
      and Cash Equivalents




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




D. Common
      Stock




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




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




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




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




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




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




On
      February 23, 2006 the Company also issued an additional 187,500 shares to
      various consultants assisting the Company with its business model
      implementation.




E. Use
      of
      Estimates




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


9


FREZER,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)





CONDENSED
      NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS


For
      period
      from January 1, 2006 to March 31, 2006


(continued)




F. Development
      Stage




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




G. Income
      Taxes





The
      Company accounts for income taxes under the statement of Financial Accounting
      Statement No.109, Accounting for Income Taxes,’ (“SFAS109).  Under SFAS
      109, deferred tax assets and liabilities are recognized for the future tax
      consequences attributable to differences between the financial
      statement-carrying basis.
      Deferred tax assets and liabilities are measured using enacted tax rates
      expected to apply to taxable income in the years in which those temporary
      differences are expected to be recovered or settled.  The effect on deferred
      tax assets and liabilities of a change in tax rates are recognized in the income
      in the period that included
      the enactment date.




*NOTE
      4. RESTATEMENT*




The
      Company has effected a restatement of our financial statements as described
      below:




The
      company initially erroneously accounted for the issuance of 6,100,000 common
      shares issued to the management team of Frezer Inc. on March 16, 2006 for
      compensation owed for fiscal year 2005 (“Management Stock Issuance”) as a credit
      to Common Stock of $6, 100 and a credit to Other Income of $177,334 with
      corresponding debits to Accrued Salaries for those amounts . As corrected,
      the
      appropriate credit entries should have been , and have been restated as, a
      credit to Common Stock of $6, 100 and a credit to Additional Paid in Capital
      of
      $177,334.




Originally
      reported and restated amounts are as follows:




As
                Originally Reported
              March
                31, 2006
            
            As
                Restated
              March
                31, 2006
            
            Cumulative
                Effect of RestatementOther
                income
            
            $
            177,334
            
            $
            O
            
            $
            (177,334
            )Net
                Loss
            
            $
            (69,771
            )
            $
            (247,105
            )
            $
            (177,334
            )Additional
                paid-in capital
            
            $
            569,873
            
            $
            747,206
            
            $
            177,334Retained
                (deficit)
            
            $
            (378,474
            )
            $
            (555,808
            )
            $
            (177,334
            )Earnings
                (Loss) per share
            
            $
            (0.01
            )
            $
            (0.03
            )
            $
            (0.02
            )




10


FREZER,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)





CONDENSED
      NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS


For
      period
      from January 1, 2006 to March 31, 2006


(continued)





*NOTE
      5.   WARRANTS AND OPTIONS*





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




*NOTE
      6.   TRANSACTION WITH RELATED PARTY*




The
      Company subleases approximately 1900 square feet of office space at a rate
      of
      $3,818 per month from its former parent. The sublease is for a period of one
      year commencing on June 3, 2005 and expiring on June 2, 2006. The sublease
      does
      not contain a renewal option. Currently, the Company remains in the same
      location on a month-to-month arraignment not involving its former
      parent.




There
      are
      no contingent payments which the Company is required to make. For the three
      months ended on March 31, 2006 the company incurred rental expense of $11,454.
      Prior to June 3, 2006, the Company, on limited occasions, utilized office space
      and certain administrative support services provided by its former parent
      company at no charge.




During
      the
      period beginning on January 1, 2006 and ending on March 31, 2006, the Company
      loaned $34,000 to its former parent. As consideration for these loans, the
      Company received promissory notes bearing simple interest at the rate of 10%
      per
      annum. All notes are due and payable on December 30, 2006.




On
      May 25,
      2006 $20,000 of the aforementioned loans, in addition to an additional $10,000
      loan to the Company’s former parent, were paid in full. On June 30, 2006 the
      remaining $14,000 was repaid in full.




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




These
      financial statements do not include allocation of indirect corporate overheads
      from the Company’s former parent, as the Company considers that such costs are
      not reasonably attributable to the business. Management believes that the
      allocation methodology used is reasonable, and the costs included in these
      financial statements reflect all costs of doing business.




These
      financial statements do not include allocation of indirect corporate overheads
      from the Company’s former parent, as the Company considers that such costs are
      not reasonably attributable to the business. Management believes that the
      allocation methodology used is reasonable, and the costs included in these
      financial statements reflect all costs of doing business.




*NOTE
      7.  GOING CONCERN*




The
      accompanying financial statements have been prepared in conformity with
      accounting principles generally accepted in the United States of America, which
      contemplate continuation of the Company as a going concern.  However, the
      Company has incurred losses since its inception and has not yet been successful
      in establishing profitable operations. These factors raise substantial doubt
      about the ability of the Company to continue as a going concern.
 Unanticipated costs and expenses or the inability to generate revenues
      could require additional financing, which the Company currently plans to seek
      through equity financing. During the quarter ended March
      31,
      2006 the year ended December 31, 2005 the Company raised cash through the
      issuance of equity securities totaling $150,000 and $397,000
      respectively. 
 To
        the extent financing is not available, the Company may not be able to, or
        may be
        delayed in, developing its business purpose.  The accompanying financial
        statements do not reflect any adjustments that might result from the outcome
        of
        these uncertainties.


11




FREZER,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)





CONDENSED
      NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS


For
      period
      from January 1, 2006 to March 31, 2006


(continued)




*NOTE
      8.   DESCRIPTION OF LEASING ARRANGEMENTS*




The
      Company subleases approximately 1900 square feet of office space at a rate
      of
      $3,818 per month. The sublease is for a period of one year commencing on June
      3,
      2005 and expiring on June 3, 2006. The sublease does not contain a renewal
      option, however the Company feels it will be able to renew for a minimum of
      another twelve months on similar terms and conditions. There are no contingent
      payments, which the Company is required to make.  For the period ending on
      March 31, 2006 the company incurred rental expense of $11,454.




*NOTE
      9.* *INCOME
      TAXES*




As
      of
      March 31, 2006




Deferred
                  tax assets:Net
                  operating tax carry forwards
              
              $
              188,974Other
              
              
              -0-Gross
                  deferred tax assets
              
              
              188,974Valuation
                  allowance
              
              
              (188,974
              )Net
                  deferred tax assets
              
              $
              -0-
  Realization
        of deferred tax assets is dependent upon sufficient future taxable income
        during
        the period that deductible temporary differences and carryforwards are expected
        to be available to reduce taxable income. As the achievement of required
        future
        taxable income is uncertain, the Company recorded a valuation
        allowance.


*NOTE
      10. SCHEDULE OF NET OPERATING LOSSES*




2005
                  Net Operating Loss
              
              $
              308,7032006
                  Net Operating Loss (three months)
              
              
              247,105Net
                  Operating Loss
              
              $
              555,808
  As
        of
        March 31, 2006, the Company has a net operating loss carryforward of
        approximately $555,808, which will
        expire 20 years from the date the loss was incurred.




12


FREZER,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)





CONDENSED
      NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS


For
      period
      from January 1, 2006 to March 31, 2006


(continued)


*NOTE
      11. SUBSEQUENT EVENTS*





On
      July
      11, 2006, the Board of Directors of the Company unanimously approved resolutions
      to abandon all plans to develop a stem cell banking facility and market that
      facility’s services. This change represents a significant departure from the
      earlier plans that the Company had established.




The
      action
      of the Board of Directors followed an extensive review by the Board of the
      Company, in reviewing the
      Company’s current and prospective financial, managerial, and marketing resources
      together with an evaluation of the competitive and operating environment facing
      the Company. The Board also noted the Company’s limited financial resources and
      the continuing need to focus the Company’s resources effectively.





With
      these
      decisions, the Board has determined that the Company will devote its energies
      primarily to:





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


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





The
      Board’s decision was also motivated by the Company’s inability to locate space
      suitable for the operation of a stem cell banking facility on reasonable terms
      since the Company’s inception to July 11, 2006 and the apparent prospect that
      the Company will continue to face continuing difficulties to obtaining suitable
      space.





In
      August
      2006, the Company completed the documentation necessary for submitting a
      provisional patent application on the Cryo-Chip. Currently all documentation
      has
      been submitted to the Company’s Patent Attorney for drafting the patent
      application. The Company feels the patent application will be filed sometime
      during the next 30 days.




Item
      2.


Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations




*The
      following discussion and analysis should be read in conjunction with the
      unaudited financial statements and notes thereto included in Part I - Item
      1 of
      this report, and the audited financial statements and notes thereto contained
      in
      our Form 10KSB, as amended,   previously filed with the
      Commission*





We
      were
      previously a wholly owned subsidiary of Bio-Matrix Scientific Group, Inc.
      (“BMXG”), a Delaware Corporation engaged primarily in the development of medical
      devices. The Board of Directors of BMXG has voted to distribute all Shares
      of
      our common stock held by BMXG to holders of BMXG common stock of record as
      of
      May 31, 2005, which was the record date. These stockholders received one share
      of our common stock for every one share(s) of BMXG common stock held on the
      record date. The distribution was paid on June 15, 2005. . In addition, each
      BMXG stockholder received, by means of an Information Statement, information
      regarding the distribution.




13


Plan
      of Operation.





(i)
      From
      inception to July 11, 2006 our objective was to operate in the field of stem
      cell banking and regenerative medicine.





On
      July
      11, 2006, our Board of Directors unanimously approved resolutions to abandon
      all
      plans to develop a stem cell banking facility and market that facility’s
      services. This change represents a significant departure from the earlier plans
      that we had established.




The
      action
      of the Board of Directors followed an extensive review by our Board. This
      consisted of reviewing our current and prospective financial, managerial, and
      marketing resources together with an evaluation of the competitive and operating
      environment facing us. The Board also noted our limited financial resources
      and
      the continuing need to focus our resources effectively.





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




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


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




The
      Board’s decision was also motivated by our inability to locate space suitable
      for the operation of a stem cell banking facility on reasonable terms since
      our
      inception to July 11, 2006 and the apparent prospect that the we continue to
      face continuing difficulties to obtaining suitable space.




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




Results
      Of
      Operations





Three
      Month Period Ending March 31, 2006




The
      Company experienced a net loss of $ 247,105 for the three-month period
      ended March 31, 2006.  Research and development expenditures comprised
      $84,410 of the $247,111 and $162,701 related to general and administrative
      expenses.





We
      believe
      it will require an estimated $800,000 to complete the development and
      commercialization of our Cryogenic Storage Container:





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





Over
      the
      next twelve months we shall attempt to raise funding of $1,825,000 to $1,875,000
      to be utilized as follows:




14


Cryo-Chip:





Approximately
      $600, 000 to be utilized to purchase or lease specialized equipment for tooling
      on the Cryo-Chip





Approximately
      $275,000 to $325,000 to be utilized to purchase materials related to
      Cryo-Chip





Approximately
      $150,000 to be utilized to hire consultants, and to be utilized, if required,
      toward the patent applications related to the Cryo-Chip.





In
      the
      event that the required funds can be raised, we anticipate commercialization
      within 24 to 36 months of the receipt of funds.





Cryogenic
      Storage Container:


We
      believe
      it will require an estimated $800,000 to complete the development and
      commercialization of our Cryogenic Storage Container:





$275,000
      for research and development.


$425,000
      for proto-construction


$100,000
      for testing





We
      anticipate, in the event that funding is obtained, to engage in the following
      research and development activities over the next twelve months:





Develop
      intellectual property leading to the manufacture of the cryo-chip


Develop
      intellectual property leading to the re-design and configuration of stem cell
      cryogenic storage tanks




We
      anticipate ,
      in the
      event that funding is obtained, to hire the following additional personnel
      over
      the next twelve months:




Director
      of Engineering Research and Development


Senior
      Design Engineer


Chief
      Financial Officer





Liquidity
      And Capital Resources





We
      do not
      believe that we have cash reserves and other current assets which will be
      sufficient to allow us to develop, commercialize and market our Cryo-Chip or our
      Cryogenic Storage Container:




At
      this
      time, we plan to continue to fund our financial needs through equity private
      placements of common stock. (No plan of terms, offers, or candidates have yet
      been established and there can be no assurance that we will be able to raise
      funds on terms favorable to the company or at all.)




Over
      the
      next twelve months we shall attempt to raise funding of $1,825,000 to $1,875,000
      to be utilized as follows:





15


Cryo-Chip:





Approximately
      $600, 000 to be utilized to purchase or lease specialized equipment for tooling
      on the Cryo-Chip





Approximately
      $275,000 to $325,000 to be utilized to purchase materials related to
      Cryo-Chip





Approximately
      $150,000 to be utilized to hire consultants, and to be utilized, if required,
      toward the patent applications related to the Cryo-Chip





In
      the
      event that the required funds can be raised, we anticipate commercialization
      within 24 to 36 months of the receipt of funds.





Cryogenic
      Storage Container:


We
      believe
      it will require an estimated $800,000 to complete the development and
      commercialization of our Cryogenic Storage Container:





$275,000
      for research and development.


$425,000
      for proto-construction


$100,000
      for testing





Additional
      Funding Requirements





We
      will
      also require an estimated $1,400,000 to manufacture and market our products
      once
      commercialized which we anticipate attempting to raise upon achievement of
      commercialization.




Item 3.   CONTROLS
      AND PROCEDURES





(A)   Evaluation
      of Disclosure Controls and Procedures





Until
        August 28, 2006 the Company’s internal disclosure controls and procedures
        consisted of
  (i)
            A
                review on a quarterly basis of all Journal Entries by the Acting
                CFO (ii)
            A
                review on a quarterly basis of all Ledger Entries by the Acting
                CFO (iii)
            A
                review of the Trial Balance prepared for any quarterly or annual
                accounting period (“Reporting Period”) by the Acting
                CFO (iv)
            A
                review of any required adjusting entries to the Trial Balance prepared
                for
                any Reporting Period by the Acting CFO (v)
            A
                review of the Adjusted Trial Balance prepared for any Reporting Period
                by
                the Acting CFO (vi)
            A
                review of the financial statements prepared for any Reporting Period
                by
                the Acting CFO (vii)
            A
                review of any After Closing Trial Balance prepared for any Reporting
                Period by the Acting CFO (viii)
            A
                review of the balance sheet, income statement, statement of shareholder’s
                equity and statement of cash flow with any notes to financial statements
                for any Reporting Period by the Acting CFO prior to review by an
                Independent Public Accountant.  Until
        August 28, 2006, the Company had considered the it’s internal disclosure
        controls and procedures to be both adequate and effective. On August 28,
        2006,
        both of the Board of Directors and David Koos (the Company’s CEO and Acting CFO)
        reevaluated the effectiveness of the design and operation of our disclosure
        controls and procedures as of March 31, 2006 and going forward and, based
        upon
        that evaluation, concluded that the Company’s disclosure controls and procedures
        were not effective in timely alerting management to material information
        relating to the Company which is required to be included in its periodic
        SEC
        filings.
  16
 It
        was
        determined that the material weakness lay in
 
 (a)
            the
                frequency of the reviews of Journal entries
                and (b)
            the
                fact that one individual was responsible for the entire internal
                review
                process, thus increasing the possibility of human error
                and (c)
            the
                fact that no formal timetable was in place in regards to preparation
                of
                financial statements for any reporting period which the Company feels
                may
                have contributed to the error The Company currently feels, if such
                a
                formal timetable was in place, it would have given the Company sufficient
                time to identify and correct the accounting
                error  (B)   Changes
        in Internal Controls Over Financial Reporting
  (A)adding
        a review committee (consisting of David Koos and Brian Pockett, the Company’s
        COO)to review it’s public disclosure documents. This review would not only
        encompass a review of the completed financials prior to filing with the
        Commission but would also encompass
 (a)
        a
        review by both members of the review committee of all steps of the Accounting
        Cycle mentioned in Item 3 of this 10QSB/A for any reporting period
 (b)
        An
        increase in the frequency of the aforementioned review of all Journal Entries
        from quarterly to monthly
 
 (B)
        appointing David Koos to the position of Disclosure Coordinator. The Disclosure
        Coordinator will have overall responsibility for preparing a timetable for
        each
        reporting period and for following up with others to make sure that assigned
        tasks have been completed on a timely basis.
 
 Based
      on
      these changes, the Company feels that, as of August 29, 2006, internal
      disclosure controls and procedures currently in place shall be adequate going
      forward.





Part
      II




Item
      1:
      Legal Proceedings





None




Item
      2.
  Unregistered Sales of Equity Securities and Use of
      Proceeds.




On
      February 23, 2006, we closed the sale of 500,000 shares of common stock (“Common
      Stock”) to one purchaser, who is an accredited investor.  The net proceeds
      of that sale, which were $150,000, will be utilized for general working capital
      purposes.




No
      underwriters were retained to serve as placement agents for the sale. The shares
      of Common Stock were sold directly through the management of the Company. No
      commission or other consideration was paid in connection with the sale of the
      shares of Common Stock. There was no advertisement or general solicitation
      made
      in connection with this Offer and Sale of Common Stock.




In
      accordance with Rule 502(d) of Regulation D:




Reasonable
      inquiry was made by Frezer to determine that the purchaser is acquiring the
      shares of Common Stock for himself;





Written
      disclosure was given to each purchaser prior to sale that the shares of Common
      Stock have not been registered under the Act and, therefore, cannot be resold
      unless they are registered under the Act or unless an exemption from
      registration is available; and




A
      legend
      was placed on the certificate that evidences the shares of Common Stock stating
      that the shares of Common Stock have not been registered under the Act and
      setting forth or referring to the restrictions on transferability and sale
      of
      the shares of Common Stock.




17


The
      offer
      and sale of the shares of Common Stock was exempt from the registration
      provisions of the Securities Act by reason of Section 4(2) thereof and Rule
      506
      of Regulation D thereunder. Management made its determination of the
      availability of such exemption based upon the facts and circumstances
      surrounding the offer and sale of the shares of Common Stock, including the
      representations and warranties made by the purchasers and the fact that
      restrictive legends were placed on, and stop transfer orders placed against,
      the
      certificates for the shares of Common Stock.




The
      Use of
      Proceeds was working capital.




On
      February 23, 2006 the Company issued 25,000 shares of common stock to Mr. Ron
      Paugh, an independent consultant from Reno, NV, in exchange for services
      rendered by Mr. Paugh consisting of assisting the Company in locating and
      introducing the Company to marketing professionals with the ability to assist
      the Company in developing an overall marketing and public relations campaign
      aimed at branding and public awareness. The shares were issued pursuant to
      Section 4(2) of the Securities Act of 1933, as amended. No underwriters were
      retained to serve as placement agents. The shares were offered directly through
      the management of the Company, and the consideration for the shares were
      services rendered by Mr. Paugh. Mr. Paugh was given the opportunity to examine
      the Company’s EDGAR filings with the United States Securities and Exchange
      Commission.  No commission or other consideration was paid in connection
      with the sale of the shares. There was no advertisement or general solicitation
      made in connection with this Offer and Sale of shares.




Written
      disclosure was given to Mr. Paugh   prior to issuance of the shares
      that the shares of Common Stock have not been registered under the Act and,
      therefore, cannot be resold unless they are registered under the Act or unless
      an exemption from registration is available; and




A
      legend
      was placed on the certificate that evidences the shares of Common Stock stating
      that the shares of Common Stock have not been registered under the Act and
      setting forth or referring to the restrictions on transferability and sale
      of
      the shares of Common Stock.




The
      Company is currently in discussions with marketing professionals introduced
      by
      Mr. Paugh.




On
      February 23, 2006 the Company issued 12,500 shares of common stock to Mr.
      Richard Owen, an independent consultant from San Diego, CA, in exchange for
      services rendered by Mr. Owen consisting of assistance in brochure design,
      trade
      show planning and creation of for the Company’s website. These shares were in
      addition to 57,916 common shares which were issued to Mr. Owen in December,
      2005. The shares were issued pursuant to Section 4(2) of the Securities Act
      of
      1933, as amended. No underwriters were retained to serve as placement agents.
      The shares were offered directly through the management of the Company, and
      the
      consideration for the shares were services rendered by Mr. Owen.  Mr. Owen
      was given the opportunity to examine the Company’s EDGAR filings with the United
      States Securities and Exchange Commission.  No commission or other
      consideration was paid in connection with the sale of the shares. There was
      no
      advertisement or general solicitation made in connection with this Offer and
      Sale of shares.




Written
      disclosure was given to Mr. Owen   prior to issuance of the shares
      that the shares of Common Stock have not been registered under the Act and,
      therefore, cannot be resold unless they are registered under the Act or unless
      an exemption from registration is available; and




A
      legend
      was placed on the certificate that evidences the shares of Common Stock stating
      that the shares of Common Stock have not been registered under the Act and
      setting forth or referring to the restrictions on transferability and sale
      of
      the shares of Common Stock.




18




No
      work
      produced by Mr. Owen, namely designs for brochures and the prototype for the
      Company’s proposed website, has been made publicly available as of May 1, 2006
      pending approval from the Company’s Board of Directors.





On
      February 23, 2006 the Company issued 150,000 shares of common stock to Mr.
      Louis
      Torio, an independent consultant from Las Vegas, NV, in consideration for
      agreeing to assist the Company over a six month period commencing on February
      23, 2005 in the Company’s efforts to locate potential facilities sites in San
      Diego, CA and Las Vegas, NV.  The shares were issued pursuant to Section
      4(2) of the Securities Act of 1933, as amended. No underwriters were retained
      to
      serve as placement agents. The shares were offered directly through the
      management of the Company, and the consideration for the shares was the
      agreement by Mr. Torio to assist the Company, over a six month period commencing
      on February 23, 2005, in locating potential facilities sites in San Diego,
      CA
      and Las Vegas, NV. Mr. Torio was given the opportunity to examine the Company’s
      EDGAR filings with the United States Securities and Exchange Commission.
 No commission or other consideration was paid in connection with the sale
      of the shares. There was no advertisement or general solicitation made in
      connection with this Offer and Sale of shares. Written disclosure was given
      to
      Mr. Torio prior to issuance of the shares that the shares of Common Stock have
      not been registered under the Act and, therefore, cannot be resold unless they
      are registered under the Act or unless an exemption from registration is
      available; and




A
      legend
      was placed on the certificate that evidences the shares of Common Stock stating
      that the shares of Common Stock have not been registered under the Act and
      setting forth or referring to the restrictions on transferability and sale
      of
      the shares of Common Stock.




As
      of May
      1, 2006, no suitable potential facilities sites in San Diego, CA or Las Vegas,
      NV have been located through the efforts of Mr. Torio. The issuance of shares
      was consideration to Mr. Torio for his agreement to assist the Company in
      locating potential facilities sites in San Diego, CA and Las Vegas, NV over
      a
      six month period commencing on February 23, 2005. There is no risk of forfeiture
      of the shares by Mr. Torio in the event that no such potential facilities sites
      are located through his efforts.





On
      March
      16, 2006 The Board of Directors issued 6,100,000 common shares to the management
      team of Frezer Inc. for accrued compensation owed for fiscal year 2005.





The
      offer
      and sale of the shares of Common Stock was exempt from the registration
      provisions of the Securities Act by reason of Section 4(2) thereof. Management
      made its determination of the availability of such exemption based upon the
      facts and circumstances surrounding the offer and sale of the shares of Common
      Stock, including the representations and warranties made by the purchasers
      and
      the fact that restrictive legends were placed on, and stop transfer orders
      placed against, the certificates for the shares of Common Stock.





The
      use of
      proceeds was satisfaction of accrued salaries payable totaling
      $183,000.





On
      May 23,
      2006 the Company issued 600,000 shares of common stock to Biotechnology Partners
      Business Trust (“BPBT”), an independent consultant, in exchange for services
      rendered by BPBT consisting of assisting the Company in development of its
      intellectual property.





The
      shares
      were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended.
      No underwriters were retained to serve as placement agents. The shares were
      offered directly through the management of the Company, and the consideration
      for the shares were services rendered by BPBT valued at $180,000.





BPBT
      was
      given the opportunity to examine the Company’s EDGAR filings with the United
      States Securities and Exchange Commission. No commission or other consideration
      was paid in connection with the sale of the shares. There was no advertisement
      or general solicitation made in connection with this Offer and Sale of
      shares.





19


Written
      disclosure was given to BPBT prior to issuance of the shares that the shares
      of
      Common Stock have not been registered under the Act and, therefore, cannot
      be
      resold unless they are registered under the Act or unless an exemption from
      registration is available; and





A
      legend
      was placed on the certificate that evidences the shares of Common Stock stating
      that the shares of Common Stock have not been registered under the Act and
      setting forth or referring to the restrictions on transferability and sale
      of
      the shares of Common Stock.





On
      May 23,
      2006 the Company issued 50,000 shares of common stock to Applied Fluid
      Engineering (“AFE”), an engineering consulting and research firm, in exchange
      for services rendered by AFE consisting of assisting the Company in completion
      of the Cryo-Chip provisional patent application and market research.





The
      shares
      were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended.
      No underwriters were retained to serve as placement agents. The shares were
      offered directly through the management of the Company, and the consideration
      for the shares were services rendered by AFE valued at $15,000.





AFE
      was
      given the opportunity to examine the Company’s EDGAR filings with the United
      States Securities and Exchange Commission. No commission or other consideration
      was paid in connection with the sale of the shares. There was no advertisement
      or general solicitation made in connection with this Offer and Sale of
      shares.





Written
      disclosure was given to AFE prior to issuance of the shares that the shares
      of
      Common Stock have not been registered under the Act and, therefore, cannot
      be
      resold unless they are registered under the Act or unless an exemption from
      registration is available; and





A
      legend
      was placed on the certificate that evidences the shares of Common Stock stating
      that the shares of Common Stock have not been registered under the Act and
      setting forth or referring to the restrictions on transferability and sale
      of
      the shares of Common Stock.





On
      May 26,
      2006 the Company issued 20,000 shares of common stock to Collective
      Technologies, Inc. (“CT”) , an engineering firm, in exchange for services
      rendered by CT consisting of assisting the Company in the process of making
      structural design changes and re-engineering a cryo-storage unit to
      substantially increase the unit’s capacity.





The
      shares
      were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended.
      No underwriters were retained to serve as placement agents. The shares were
      offered directly through the management of the Company, and the consideration
      for the shares were services rendered by CT valued at $6,000.





CT
      was
      given the opportunity to examine the Company’s EDGAR filings with the United
      States Securities and Exchange Commission. No commission or other consideration
      was paid in connection with the sale of the shares. There was no advertisement
      or general solicitation made in connection with this Offer and Sale of
      shares.





Written
      disclosure was given to CT prior to issuance of the shares that the shares
      of
      Common Stock have not been registered under the Act and, therefore, cannot
      be
      resold unless they are registered under the Act or unless an exemption from
      registration is available; and





A
      legend
      was placed on the certificate that evidences the shares of Common Stock stating
      that the shares of Common Stock have not been registered under the Act and
      setting forth or referring to the restrictions on transferability and sale
      of
      the shares of Common Stock.




20




Item
      3.   Defaults Upon Senior Securities





None.




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





There
      have
      been no matters submitted to a vote of security holders during the period
      commencing January 1, 2006 and ending as of the date of this report through
      the
      solicitation of proxies or otherwise.




Item
      5.   Other Information





None





Item
      6.   Exhibits





31.1
              Certification
                  of Chief Executive Officer *31.3
              Certification
                  of Chief Executive Officer dated August 18,
                  2006.*31.5
              Certification
                  of Chief Executive Officer dated August 30,2006*31.7
              Certification
                  of Chief Executive Officer dated September 5, 200631.2
              Certification
                  of Acting Chief Financial Officer*31.4
              Certification
                  of Acting Chief Financial Officer dated August
                  18,2006.*31.6
              Certification
                  of Acting Chief Financial Officer dated August 30,2006*31.8
              Certification
                  of Acting Chief Financial Officer dated September 5,
                  200632.1
              Certification
                  of Chief Executive Officer under Section 906 of the Sarbanes-Oxley
                  Act of
                  2002.*32.3
              Certification
                  of Chief Executive Officer under Section 906 of the Sarbanes-Oxley
                  Act of
                  2002 dated August 18,2006.*32.7
              Certification
                  of Chief Executive Officer under Section 906 of the Sarbanes-Oxley
                  Act of
                  2002 dated September 5, 2006.32.5
              Certification
                  of Chief Executive Officer under Section 906 of the Sarbanes-Oxley
                  Act of
                  2002 dated August 30,2006*32.2
              Certification
                  of Acting Chief Financial Officer under Section 906 of the Sarbanes-Oxley
                  Act of 2002.*32.4
              Certification
                  of Acting Chief Financial Officer under Section 906 of the Sarbanes-Oxley
                  Act of 2002. dated August 18,2006.*32.6
              Certification
                  of Acting Chief Financial Officer under Section 906 of the Sarbanes-Oxley
                  Act of 2002. dated August 30,2006*32.8
              Certification
                  of Acting Chief Financial Officer under Section 906 of the Sarbanes-Oxley
                  Act of 2002. dated September 5, 200610.1*
              Promissory
                  Note from Bio-Matrix Scientific Group, Inc. dated 1/5/2006 in the
                  amount
                  of 10,00010.2*
              Promissory
                  Note from Bio-Matrix Scientific Group, Inc. dated2/3/2006  in the
                  amount of 14,00010.3*
              Promissory
                  Note from AFN Trust. dated 1/16/2006  in the amount of$20,00010.4*
              Agreement
                  by and between Frezer and Bio-Technology Partners Business Trust10.5*
              Promissory
                  Note from Bio-Matrix Scientific Group, Inc. dated 1/6/2006 in the
                  amount
                  of 10,000


21


*Filed
      Previously




SIGNATURES





In
      accordance with the requirements of the Exchange Act, the Company caused this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




FREZER,
                INC., a Nevada corporationBy:
                /s/ David KoosChief
                Executive OfficerDate:
                September 5, 2006








22