----

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| NEVADA                                                                                      | 20-2777600                                                     |
|---------------------------------------------------------------------------------------------|----------------------------------------------------------------|
| (State                or other jurisdiction ofincorporation                or organization) | (IRS                EmployerIdentification                No.) |

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**Part      II**

**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, 2006*                                                                                |
|   |                                                                                                                                                          |
| 31.9   | Certification              of Chief Executive Officer dated September 14, 2006                                                                                |
|   |                                                                                                                                                          |
| 31.2   | 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, 2006*                                                                         |
|   |                                                                                                                                                          |
| 31.10  | Certification              of Acting Chief Financial Officer dated September 14,2006                                                                          |
|   |                                                                                                                                                          |
| 32.1   | 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*     |
|   |                                                                                                                                                          |
| 32.9   | Certification              of Chief Executive Officer under Section 906 of the Sarbanes-Oxley              Act of              2002 dated September 14, 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, 2006*       |
|   |                                                                                                                                                          |
| 32.10  | Certification              of Acting Chief Financial Officer under Section 906 of the Sarbanes-Oxley              Act of 2002. dated September 14, 2006       |
|   |                                                                                                                                                          |
| 10.1*  | Promissory              Note from Bio-Matrix Scientific Group, Inc. dated 1/5/2006 in the amount              of 10,000                                       |
|   |                                                                                                                                                          |
| 10.2*  | Promissory              Note from Bio-Matrix Scientific Group, Inc. dated 2/3/2006  in the              amount of 14,000                                 |
|   |                                                                                                                                                          |
| 10.3*  | Promissory              Note from AFN Trust. dated 1/14/2006  in the amount of              $20,000                                                      |
|   |                                                                                                                                                          |
| 10.4*  | Agreement              by and between Frezer and Bio-Technology Partners Business              Trust                                                          |
|   |                                                                                                                                                          |
| 10.5*  | Promissory              Note from Bio-Matrix Scientific Group, Inc. dated 1/6/2006 in the amount              of 10,000                                       |

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**SIGNATURES**

|   | FREZER,              INC., a Nevada corporation |
|--------|-------------------------------------------------|
|   | By:                                             | /s/                David R. Koos |
|   |                                            | David                R. Koos |
|   |                                            | Chief                Executive Officer |
|   |                                            | Date:                September 14, 2006 |