U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-QSB





x
      QUARTERLY REPORT UNDER
      SECTION 13 OR 15(d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      quarterly period ended September 30, 2007





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


SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      transition period from to





Commission
      file number:  0-51336




Frezer,
      Inc.


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





Nevada


(State
      or
      other jurisdiction of incorporation or organization)





20-2777600


(I.R.S.
      Employer Identification Number)





936A
      Beachland Blvd., Suite 13, Vero Beach, FL 32963


(Address
      of Principal Offices)





(772)
      231-7544


(Issuer’s
      Telephone Number)





No
      change


(Former
      name, former address and former fiscal year, if changed since last
      report)




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 o.





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes x No o.





APPLICABLE
      ONLY TO CORPORATE ISSUERS





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date: 82,834,064 shares of common stock, par value
      $.001 per share, outstanding as of November 13, 2007.





Transitional
      Small Business Disclosure Format (Check one):  Yes o  No
x










**FREZER,
      INC.**





**-
      INDEX -**





Page**PART
                I – FINANCIAL INFORMATION:**Item
                1. Condensed Financial Statements
            
            F-1Condensed
                Balance Sheets as of September 30, 2007 (Unaudited) and December
                31,
                2006
            
            F-2Condensed
                Statements of Operations for the Three and Nine Months Ended September
                30,
                2007 and 2006 (Unaudited) and for the Cumulative Period from May
                2, 2005
                (Inception) to September 30, 2007 (Unaudited)
            
            F-3Condensed
                Statement of Changes in Stockholders’ Equity (Deficit) for the Cumulative
                Period from May 2, 2005 (Inception) to September 30, 2007
                (Unaudited)
            
            F-4Condensed
                Statements of Cash Flows for the Nine Months Ended September 30,
                2007and
                2006 (Unaudited) and for the Cumulative Period from May 2, 2005
                (Inception) to September 30, 2007 (Unaudited)
            
            F-5Notes
                to Condensed Financial Statements (Unaudited)
            
            F-6Item
                2. Management's Discussion and Analysis of Financial Condition and
                Results
                of Operations
            
            1Item
                3. Controls and Procedures
            
            3**PART
                II – OTHER INFORMATION:**Item
                1. Legal Proceedings
            
            4Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            
            4Item
                3. Defaults Upon Senior Securities
            
            4Item
                4. Submission of Matters to a Vote of Security Holders
            
            4Item
                5. Other Information
            
            4Item
                6. Exhibits
            
            4Signatures
            
            6







**PART
      I – FINANCIAL INFORMATION**





**Item
      1. Financial Statements.**





Statements
      made in this Form 10-QSB (the "Quarterly Report") that are not historical or
      current facts are "forward-looking statements" made pursuant to the safe harbor
      provisions of Section 27A of the Securities Act of 1933, as amended (the
      "Securities Act"), and Section 21E of the Securities Exchange Act of 1934,
      as
      amended (the "Exchange Act"). These statements often can be identified by the
      use of terms such as "may", "will", "expect", "believe", "anticipate",
      "estimate", "approximate", or "continue", or the negative thereof. Frezer,
      Inc.
      (“we”, “us”, “our” or the "Company") intends that such forward-looking
      statements be subject to the safe harbors for such statements. The Company
      wishes to caution readers not to place undue reliance on any such
      forward-looking statements, which speak only as of the date made. Any
      forward-looking statements represent management's best judgment as to what
      may
      occur in the future. However, forward-looking statements are subject to risks,
      uncertainties and important factors beyond the control of the Company that
      could
      cause actual results and events to differ materially from historical results
      of
      operations and events and those presently anticipated or projected. These
      factors include adverse economic conditions, entry of new and stronger
      competitors, inadequate capital and unexpected costs. The Company disclaims
      any
      obligation subsequently to revise any forward-looking statements to reflect
      events or circumstances after the date of such statement or to reflect the
      occurrence of anticipated or unanticipated events.




F-1


**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Condensed
      Balance Sheets**




**September 30,**
            
            **December 31,****2007**
            
            **2006****(Unaudited)****Assets**Current
                assetsCash
                and cash equivalents
            
            $
            20,265
            
            $
            230Prepaid
                expenses and other assets
            
            
            -
            
            
            10,834Total
                current assets
            
            
            20,265
            
            
            11,064Deposits
            
            
            -
            
            
            3,942Total
                assets
            
            $
            20,265
            
            $
            15,006**Liabilities
                and Stockholders' Equity (Deficit)**Current
                liabilitiesAccounts
                payable
            
            $
            -
            
            $
            4,547Accrued
                expenses
            
            
            4,500
            
            
            13,377Accrued
                interest
            
            
            -
            
            
            2,557Notes
                payable
            
            
            -
            
            
            86,145Total
                current liabilities
            
            
            4,500
            
            
            106,626Stockholders'
                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 sharesauthorized;
                    82,834,064 and 22,974,064 shares issued and
                    outstanding, respectively
            
            
            82,834
            
            
            22,974Additional
                paid-in capital
            
            
            1,553,237
            
            
            1,240,097(Deficit)
                accumulated during the development stage
            
            
            (1,620,306
            )
            
            (1,354,691
            )Total
                stockholders' equity (deficit)
            
            
            15,765
            
            
            (91,620
            )Total
                liabilities and stockholders' equity (deficit)
            
            $
            20,265
            
            $
            15,006





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




F-2





**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Condensed
      Statements of Operations**




**Cumulative****Period
                From****Three
                Months Ended**
            
            **Nine
                Months Ended**
            
            **May
                2, 2005****September
                30,**
            
            **September
                30,**
            
            **(Inception)
                To****2007**
            
            **2006**
            
            **2007**
            
            **2006**
            
            **September 30, 2007****(Unaudited)**
            
            **(Unaudited)**
            
            **(Unaudited)**
            
            **(Unaudited)**
            
            **(Unaudited)**Revenue
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Operating
                expensesResearch
                and development
            
            
            -
            
            
            105,436
            
            
            -
            
            
            276,776
            
            
            392,412General
                and administrative
            
            
            9,562
            
            
            126,216
            
            
            180,053
            
            
            585,534
            
            
            1,144,608Total
                operating expenses
            
            
            9,562
            
            
            231,652
            
            
            180,053
            
            
            862,310
            
            
            1,537,020Loss
                from operations
            
            
            (9,562
            )
            
            (231,652
            )
            
            (180,053
            )
            
            (862,310
            )
            
            (1,537,020
            )Other
                income (expense)Interest
                income
            
            
            -
            
            
            1,057
            
            
            -
            
            
            2,802
            
            
            2,802Interest
                (expense)
            
            
            -
            
            
            (901
            )
            
            (3,659
            )
            
            (901
            )
            
            (6,446
            )Other
                income
            
            
            -
            
            
            2,261
            
            
            309,623
            
            
            2,261
            
            
            311,884Other
                (expense)
            
            
            -
            
            
            -
            
            
            (391,526
            )
            
            -
            
            
            (391,526
            )Net
                (loss)
            
            $
            (9,562
            )
            $
            (229,235
            )
            $
            (265,615
            )
            $
            (858,148
            )
            $
            (1,620,306
            )Net
                (loss) per share - basic and diluted
            
            
            NIL*
            
            $
            (.01
            )
            
            NIL*
            
            $
            (.06
            )Weighted
                  average number of shares ofoutstanding
                  - basic and diluted
            
            
            82,834,064
            
            
            15,534,064
            
            
            73,676,921
            
            
            13,371,079




*
        Less
        than $.01 per share


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


F-3


**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Condensed
      Statement of Changes in Stockholders’ Equity (Deficit)**


**For
      the Cumulative Period from May 2, 2005 (Inception) to September 30,
      2007**


**(Unaudited)**


**Deficit****Accumulated****Additional**
              
              **during
                  the**
              
              **Total****Common
                  Stock**
              
              **Paid-In**
              
              **Development**
              
              **Stockholders'****Shares**
              
              **Amount**
              
              **Capital**
              
              **Stage**
              
              **Equity (Deficit)****Balances
                  at May 2, 2005**
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Issuance
                  of common stock for cash and servicesrendered
                  at $0.008 per share on May 4, 2005
              
              
              5,935,315
              
              
              5,936
              
              
              44,264
              
              
              -
              
              
              50,200Issuance
                  of common stock for services renderedat
                  $0.01 per share on May 4, 2005
              
              
              100,000
              
              
              100
              
              
              900
              
              
              -
              
              
              1,000Issuance
                  of common stock for cash at $0.15 pershare
                  on November 10, 2005
              
              
              1,650,000
              
              
              1,650
              
              
              245,850
              
              
              -
              
              
              247,500Issuance
                  of common stock for cash at $0.30 pershare
                  on November 23, 2005
              
              
              333,333
              
              
              333
              
              
              99,667
              
              
              -
              
              
              100,000Issuance
                  of common stock for services renderedat
                  $0.19 per share on December 10, 2005
              
              
              57,916
              
              
              58
              
              
              11,129
              
              
              -
              
              
              11,187Net
                  (loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              (308,703
              )
              
              (308,703
              )**Balances
                  at December 31, 2005**
              
              
              8,076,564
              
              $
              8,077
              
              $
              401,810
              
              $
              (308,703
              )
              $
              101,184Issuance
                  of common stock for cash at $0.30 pershare
                  on February 23, 2006
              
              
              500,000
              
              
              500
              
              
              149,500
              
              
              -
              
              
              150,000Issuance
                  of common stock for services renderedat
                  $0.10 per share on February 23, 2006
              
              
              187,500
              
              
              187
              
              
              18,563
              
              
              -
              
              
              18,750Issuance
                  of common stock for services renderedat
                  $0.03 per share on March 16, 2006
              
              
              6,100,000
              
              
              6,100
              
              
              177,334
              
              
              -
              
              
              183,434Issuance
                  of common stock for services renderedat
                  $0.30 per share on May 23, 2006
              
              
              670,000
              
              
              670
              
              
              200,330
              
              
              -
              
              
              201,000Issuance
                  of common stock in lieu of compensationat
                  $0.04 per share on December 21, 2006
              
              
              7,440,000
              
              
              7,440
              
              
              292,560
              
              
              -
              
              
              300,000Net
                  (loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,045,988
              )
              
              (1,045,988
              )**Balances
                  at December 31, 2006**
              
              
              22,974,064
              
              $
              22,974
              
              $
              1,240,097
              
              $
              (1,354,691
              )
              $
              (91,620
              )Return
                  of common stock originally issued onDecember
                  21, 2006 in lieu of compensationon
                  January 26, 2007
              
              
              (7,440,000
              )
              
              (7,440
              )
              
              (292,560
              )
              
              -
              
              
              (300,000
              )Issuance
                  of common stock for cash at $0.01 pershare
                  on February 9, 2007
              
              
              63,900,000
              
              
              63,900
              
              
              575,100
              
              
              -
              
              
              639,000Issuance
                  of common stock for services renderedat
                  $0.01 per share on February 27, 2007
              
              
              3,400,000
              
              
              3,400
              
              
              30,600
              
              
              -
              
              
              34,000Net
                  (loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              (265,615
              )
              
              (265,615
              )**Balances
                  at September 30, 2007**
              
              
              82,834,064
              
              $
              82,834
              
              $
              1,553,237
              
              $
              (1,620,306
              )
              $
              15,765





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




F-4





**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Condensed
      Statements of Cash Flows**




**Cumulative****Period
                From****Nine
                Months Ended**
            
            **May
                2, 2005****September
                30,**
            
            **(Inception) To****2007**
            
            **2006**
            
            **September 30, 2007****(Unaudited)**
            
            **(Unaudited)**
            
            **(Unaudited)****Cash
                Flows From Operating Activities**Net
                (loss)
            
            $
            (265,615
            )
            $
            (858,148
            )
            $
            (1,620,306
            )Adjustments
                to reconcile net (loss) to net cash (used in) operating
                activities:Common
                stock issued for services
            
            
            34,000
            
            
            219,750
            
            
            265,937Reversal
                of accrued payroll and other liabilities
            
            
            (309,623
            )
            
            -
            
            
            (309,623
            )Write-off
                of prepaid expenses and other assets
            
            
            14,775
            
            
            -
            
            
            14,775Depreciation
                expense
            
            
            -
            
            
            1,180
            
            
            1,180Changes
                in operating assets and liabilities:Prepaid
                expenses and other assets
            
            
            -
            
            
            (20,774
            )
            
            (10,834
            )Accounts
                payable
            
            
            (1,090
            )
            
            5,676
            
            
            3,457Accrued
                expenses
            
            
            (2,710
            )
            
            2,889
            
            
            10,667Accrued
                interest
            
            
            (2,557
            )
            
            671
            
            
            -Net
                  cash provided by (used in) operating activities
            
            
            (532,820
            )
            
            (648,756
            )
            
            (1,644,747
            )**Cash
                Flows From Investing Activities**Repayment
                  of notes and other receivablesfrom
                  related parties
            
            
            -
            
            
            10,000
            
            
            -Purchase
                of property and equipment
            
            
            -
            
            
            
            
            
            (1,180
            )Increase
                in deposit
            
            
            -
            
            
            (3,942
            )
            
            (3,942
            )Net
                cash provided by (used in) investing activities
            
            
            -
            
            
            6,058
            
            
            (5,122
            )**Cash
                Flows From Financing Activities**Proceeds
                from borrowings on notes payable
            
            
            9,998
            
            
            48,658
            
            
            96,143Repayment
                of notes payable
            
            
            (96,143
            )
            
            -
            
            
            (96,143
            )Proceeds
                from issuance of common stock
            
            
            639,000
            
            
            150,000
            
            
            1,186,700Common
                stock issued for accrued payroll
            
            
            -
            
            
            183,434
            
            
            483,434Net
                cash provided by financing activities
            
            
            552,855
            
            
            382,092
            
            
            1,670,134Net
                increase (decrease) in cash and cash equivalents
            
            
            20,035
            
            
            (260,606
            )
            
            20,265Cash
                and cash equivalents, beginning of period
            
            
            230
            
            
            264,932
            
            
            -Cash
                and cash equivalents, end of period
            
            $
            20,265
            
            $
            4,326
            
            $
            20,265**Supplemental
                Disclosure of Cash Flow Information**Cash
                paid for interest
            
            $
            6,216
            
            $
            -
            
            $
            6,216**Supplemental
                Disclosure of Non-Cash**FinancingTransactions****Return
                of common stock issued in lieu of compensation
            
            $
            300,000
            
            $
            -
            
            $
            300,000




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




F-5


**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Notes
      to Condensed Financial Statements**


**September
      30, 2007**





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




The
      accompanying unaudited condensed financial statements of Frezer, Inc. (the
      “Company” or “Frezer”) are presented in accordance with the requirements for
      Form 10-QSB and Regulation S-B. Accordingly, they do not include all of the
      disclosures required by generally accepted accounting principles. In the opinion
      of management, all adjustments (all of which were of a normal recurring nature)
      considered necessary to fairly present the financial position, results of
      operations, and cash flows of the Company on a consistent basis, have been
      made.





These
      results have been determined on the basis of generally accepted accounting
      principles and practices applied consistently with those used in the preparation
      of the Company’s annual financial statements for the year ending December 31,
      2006. Operating results for the three and nine months ended September 30, 2007
      are not necessarily indicative of the results that may be expected for the
      year
      ending December 31, 2007.





The
      Company recommends that the accompanying financial statements for the interim
      period be read in conjunction with the financial statements and notes for the
      year ending December 31, 2006 included in the Company’s Annual Report on Form
      10-KSB as filed on or about February 22, 2007.





**Organization
      and Business**


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





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





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




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





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


F-6


**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Notes
      to Condensed Financial Statements**


**September
      30, 2007**





**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 $1,537,020 and a cumulative net loss of $1,620,306. 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.





The
      accompanying condensed 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.


F-7




**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Notes
      to Condensed Financial Statements**


**September
      30, 2007**





**Fair
      Value of Financial Instruments**


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





**Net
      Loss Per Share**


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





**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 three and nine months ended September 30, 2007 and for the cumulative period
      from inception May 2, 2005 to September 30, 2007, the Company’s comprehensive
      loss was the same as its net loss.





**Recently
      Issued Accounting Pronouncements**


In
      September 2006, the Financial Accounting Standards Board (“FASB”) issued
      Statement of Financial Accounting Standards No. 157, Fair Value Measurements
      (“SFAS 157”).  The purpose of SFAS 157 is to provide users of financial
      statements with better information about the extent to which fair value is
      used
      to measure recognized assets and liabilities, the inputs used to develop the
      measurements, and the effect of certain of the measurements on earnings for
      the
      period. SFAS No. 157 also provides guidance on the definition of fair value,
      the
      methods used to measure fair value, and the expanded disclosures about fair
      value measurements. This changes the definition of fair value to be the price
      that would be received to sell an asset or paid to transfer a liability, an
      exit
      price, as opposed to the price that would be paid to  acquire
      the asset or received to assume the liability, an entry price.  SFAS No.
      157 is effective for financial statements issued for fiscal years beginning
      after November 15, 2007, and interim periods with those fiscal years (e.g.,
      January 1, 2008, for calendar year-end entities).





In
      February 2007, the FASB issued Statement of Financial Accounting Standards
      No.
      159, The Fair Value Option for Financial Assets and Financial Liabilities,
      including an amendment of FASB Statement No. 115 (“FAS 159”). FAS 159 permits
      companies to choose to measure many financial instruments and certain other
      items at fair value that are not currently required to be measured at fair
      value
      and establishes presentation and disclosure requirements designed to facilitate
      comparisons between companies that choose different measurement attributes
      for
      similar types of assets and liabilities. The provisions of FAS 159 will become
      effective as of the beginning of our 2009 fiscal year.





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




F-8





**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Notes
      to Condensed Financial Statements**


**September
      30, 2007**





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




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





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





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





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 condensed statement of operations.





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





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




F-9




**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Notes
      to Condensed Financial Statements**


**September
      30, 2007**




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




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




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




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




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




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




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




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





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





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




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




F-10


**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Notes
      to Condensed Financial Statements**


**September
      30, 2007**





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





As
      of
      September 30, 2007, there were 82,834,064 shares of common stock issued and
      outstanding and no shares of preferred stock issued and
      outstanding.





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




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




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




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




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




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




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




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




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





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





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





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


F-11




**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Notes
      to Condensed Financial Statements**


**September
      30, 2007**





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





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




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





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





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





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





For
      the
      three and nine months ended September 30, 2007, the Company recorded $3,000
      and
      $11,000, respectively, of managerial and administrative expenses associated
      with
      this agreement which are included as a component of general and administrative
      expenses in the accompanying condensed statement of operations.





**7.**
            **Subsequent
                Event**




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





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


F-12


**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Notes
      to Condensed Financial Statements**


**September
      30, 2007**





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





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





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





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


F-13


**Item
      2. Management’s Discussion and Analysis of Financial Condition and Results of
      Operations.**





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





Kevin
      R.
      Keating, our President, Secretary and sole director, has commenced an
      investigation to determine whether to continue or to cease the present
      operations of the Company. As of the date hereof, there has been no formal
      decision to terminate operations; however, Mr. Keating determined it to be
      in
      the best interests of the Company to suspend its operations pending the results
      of the investigation. In the meantime, our 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.
      Our principal business objective for the next 12 months and beyond such time
      will be to consummate the Merger (as defined below) and achieve long-term growth
      potential through the Merger or, in the event the Merger is not consummated,
      some other combination with a business rather than immediate, short-term
      earnings. We will not restrict our potential candidate target companies to
      any
      specific business, industry or geographical location and, thus, may acquire
      any
      type of business.





***Results
      of Operations***





For
      the
      three and nine months ending September 30, 2007, the Company had no activities
      that produced revenues from operations.





For
      the
      three months ending September 30, 2007, the Company had a net loss of $(9,562),
      as compared with a net loss of $(229,235) for the corresponding period in 2006.
      For the three months ending September 30, 2007, the Company incurred $(9,562)
      of
      operating expenses, comprised of (a) legal, accounting, audit and other
      professional service fees of $(6,104) **** incurred
      in relation to the filing of the Company’s Quarterly Report on Form 10-QSB for
      the period ended June 30, 2007 filed in August of 2007, (b) management fees
      of
      $(3,000) incurred in relation to a broad range of managerial and administrative
      services provided by Vero Management, LLC (“Vero”), and (c) other miscellaneous
      operating expenses of $(458). For the three months ending September 30, 2006,
      the Company incurred $(231,652) of operating expenses, primarily comprised
      of
      executive salaries and research and development expenses.





For
      the
      nine months ending September 30, 2007, the Company had a net loss of $(265,615),
      as compared with a net loss of $(858,148) for the corresponding period in 2006.
      For the nine months ending September 30, 2007, the Company incurred $(180,053)
      of operating expenses, comprised of (a) professional fees paid to attorneys,
      accountants and other consultants and service providers totaling $(146,650)
      related to the reorganization and change of management which occurred in
      February of 2007 and the filing of the Company’s Annual Report on Form 10-KSB
      for the year ended December 31, 2006 filed in February of 2007, (b) legal,
      accounting, audit and other professional service fees of $(14,213) **** incurred
      in relation to the filing of the Company’s Quarterly Report on Form 10-QSB for
      the period ended March 31, 2007 filed in May of 2007 and Quarterly Report on
      Form 10-QSB for the period ended June 30, 2007 filed in August of 2007, (c)
      management fees of $(11,000) incurred in relation to a broad range of managerial
      and administrative services provided by Vero, and (d) other miscellaneous
      operating expenses of $(8,190). For the nine months ending September 30, 2006,
      the Company incurred $(862,310) of operating expenses, primarily comprised
      of
      executive salaries and research and development expenses.





For
      the
      nine months ending September 30, 2007, the Company incurred $(391,526) of other
      non-operating expenses, comprised of $(376,750) of payments made to the
      Company’s former executive officers under the terms of an indemnity agreement
      and $(14,776) related to the write-off of miscellaneous prepaid expenses and
      other assets. There were no non-operating expenses incurred during the
      corresponding period in 2006. ****


1


For
      the
      nine months ending September 30, 2007, the Company recorded $309,623 of other
      non-operating income, comprised of $300,000 of previously accrued compensation
      due to the Company’s former executive officers that was forgiven upon execution
      of a liability release agreement and $9,623 of previously accrued miscellaneous
      expenses that were also forgiven upon execution of a liability release
      agreement. For the nine months ending September 30, 2006, the Company recorded
      $2,261 of other non-operating income, comprised of miscellaneous non-operating
      income items. ****





***Liquidity
      and Capital Resources***





As
      of
      September 30, 2007, the Company had assets equal to $20,265, comprised
      exclusively of cash and cash equivalents. The Company’s current liabilities as
      of September 30, 2007 were $4,500, comprised exclusively of accrued expenses.




The
      following is a summary of the Company’s cash flows provided by (used in)
      operating, investing, and financing activities for the nine months ended
      September, 2007 and 2006:





Nine
                months ended September,2007
            
            2006Operating
                activities
            
            $
            (532,820
            )
            $
            (648,756
            )Investing
                activities
            
            
            -
            
            $
            6,058Financing
                activities
            
            $
            552,855
            
            $
            382,092Net
                effect on cash
            
            $
            20,035
            
            $
            (260,606
            )





The
      Company has nominal assets and has generated minimal 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. Our financial statements indicate that without additional capital,
      there is substantial doubt as to our ability to continue as a going
      concern.




***Plan
      of 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)  filing
      of
      reports under the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”), and


(ii)  consummating
      an acquisition.





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





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


2


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.





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.





On
      November 7, 2007, the Company entered into a letter of intent (the “Letter of
      Intent”) with Breakthrough Venture Corp. (“Breakthrough”), pursuant to which the
      Company intends to combine with Breakthrough either through a merger between
      Breakthrough and a wholly owned subsidiary of the Company, or an exchange of
      shares of stock of Breakthrough for shares of our common stock, par value $0.001
      per share (the “Common Stock”) (the “Merger”). The parties intend to begin
      preparation of agreements necessary for the Merger. A detailed description
      of
      the Letter of Intent and contemplated Merger is contained in our Current Report
      on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on
      November 13, 2007.





A
      copy of
      the Letter of Intent is attached hereto as Exhibit 2.1. There can be no
      assurances that the Merger or any similar transaction contemplated under the
      terms of the Letter of Intent will ever be consummated.





***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. ****





**Item
      3. Controls and Procedures.**





As
      of the
      end of the period covered by this report, the Company conducted an evaluation,
      under the supervision and with the participation of the Chief Executive Officer
      and Chief Financial Officer, of the Company’s disclosure controls and procedures
      (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based
      on
      this evaluation, the Chief Executive Officer and Chief Financial Officer
      concluded that the Company’s disclosure controls and procedures are effective to
      ensure that information required to be disclosed by the Company in reports
      that
      it files or submits under the Exchange Act is recorded, processed, summarized
      and reported within the time periods specified in the SEC rules and forms.
      There
      was no change in the Company’s internal control over financial reporting during
      the Company’s most recently completed fiscal quarter that has materially
      affected, or is reasonably likely to materially affect, the Company’s internal
      control over financial reporting.




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**PART
      II — OTHER INFORMATION**





**Item
      1. Legal Proceedings.**





To
      the
      best knowledge of the sole officer and director, the Company is not a party
      to
      any legal proceeding or litigation.





**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds.** None.





**Item
      3. Defaults Upon Senior Securities.** None.





**Item
      4. Submission of Matters to a Vote of Security Holders.** None.





**Item
      5. Other Information.**





Effective
      February 27, 2007, the Company entered into a management agreement (the
“Management Agreement”) with Vero whereby Vero will provide the Company with a
      broad range of managerial and administrative services for a fixed fee of $2,000
      per month, for an initial period of twelve months. At the end of the initial
      twelve month term, the agreement will continue to remain in effect until
      terminated in writing by either party. Effective July 1, 2007, the Management
      Agreement was amended to reduce the monthly fixed fee to $1,000 per month.





On
      November 7, 2007, the Company entered into a letter of intent (the “Letter of
      Intent”) with Breakthrough Venture Corp. (“Breakthrough”), pursuant to which the
      Company intends to combine with Breakthrough either through a merger between
      Breakthrough and a wholly owned subsidiary of the Company, or an exchange of
      shares of stock of Breakthrough for shares of our common stock, par value $0.001
      per share (the “Common Stock”) (the “Merger”). The parties intend to begin
      preparation of agreements necessary for the Merger. A detailed description
      of
      the Letter of Intent and contemplated Merger is contained in our Current Report
      on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on
      November 13, 2007.





A
      copy of
      the Letter of Intent is attached hereto as Exhibit 2.1. There can be no
      assurances that the Merger or any similar transaction contemplated under the
      terms of the Letter of Intent will ever be consummated.





**Item
      6. Exhibits.**





(a)
      Exhibits required by Item 601 of Regulation S-B.





Exhibit
            
            Description*2.1
            
            Letter
                of Intent, dated November 7, 2007.**3.1
            
            Articles
                of Incorporation.***3.2
            
            Certificate
                of Amendment of Articles of Incorporation.**3.3
            
            By-Laws.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 Quarterly Report on Form 10-QSB for the
                quarter ended September 30, 2007.32.1
            
            Certification
                of the Company’s Principal Executive Officer and Principal Financial
                Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
                Section
                906 of the Sarbanes Oxley Act of
                2002.





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




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





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




5




**SIGNATURES**


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




Date:
                November 13, 2007
            FREZER,
                INC.By:
            /s/
                Kevin R. KeatingName:
            Kevin
                R. KeatingTitle:
            President




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