**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 September 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:
        November 14, 2006
  /s/
                  David 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.