**Exhibit
      31.2**


CERTIFICATION
      OF CHIEF FINACIAL OFFICER


PURSUANT
      TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 *





I,
        David Koos, Chief Financial Officer, certify that:





1. I
      have reviewed this form 10-QSB for the quarter ended June 30, 2006 of Frezer,
      Inc.;





2. Based
      on my knowledge, this report does not contain any untrue statement of a material
      fact or omit to state a material fact necessary to make the statements made,
      in
      light of the circumstances under which such statements were made, not misleading
      with respect to the period covered by this quarterly report;





3. Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the small business issuer
      as
      of, and for, the periods presented in this report;





4.
      I am
      responsible for establishing and maintaining disclosure controls and procedures
      (as defined in Exchange Act Rules 13a-15(e) and 15d-15(c)) for the small
      business issuer and have:





(a) 
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the small business issuer, including its
      consolidated subsidiaries, is made known to us by others within this entity,
      particularly during the period in which this report is being
      prepared;





(b) Omitted;





(c)
       Evaluated the effectiveness of the small business issuer’s disclosure
      controls and procedures and presented in this report our conclusions about
      the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this report based on such evaluation; and





(d) 
      Disclosed in this quarterly report any change in the small business issuer’s
      internal control over financial reporting that occurred during the small
      business issuer’s most recent fiscal quarter (the small business issuer’s fourth
      fiscal quarter in the case of an annual report) that has materially affected,
      or
      is reasonably likely to materially affect, the
      small
      business issuer’s internal control over financial reporting; and





5. 
I
      have disclosed, based on my most recent evaluation of internal control over
      financial reporting, to the small business issuer’s auditors and the audit
      committee of small business issuer’s board of directors (or persons performing
      the equivalent functions):





(a) 
      All significant deficiencies and material weaknesses in the design or operation
      of internal control over financial reporting which are reasonably likely to
      adversely affect the small business issuer’s ability to record, process,
      summarize and report financial information; and





(b)
       Any fraud, whether or not material, that involves management or other
      employees who have a significant role in the small business issuer’s internal
      control over financial reporting.





Date:
      August 11, 2006




/s/
                David R.
                KoosDavid
                KoosChief
                Financial Officer





*The
      introductory portion of paragraph 4 of the Section 302 certification that refers
      to the certifying offices’ responsibility for establishing and maintaining
      internal control over financial reporting for the company, as well as paragraph
      4(b), have been omitted in accordance with Release No. 33-8545 (March 2, 2005)
      because the compliance period has been extended for small business issuers
      until
      the first fiscal year ending on or after July 15, 2006.