U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549










FORM
      10-QSB/A


Amendment
      No 1





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





For
      the
      quarterly period ended June 30, 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 [ ]





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








As
      of
      August 31, 2006 there were 15,534,064 shares of the issuer's Common Stock,
      $.001
      par value per share outstanding.








Transitional
      Small Business Disclosure Format  Yes [ ]  No [X]





1




Frezer,
      Inc. (also referred to as the “Company,” “we,” or “our”) is filing this
      Amendment No.1 (the “Amendment No.1”) to our Form 10QSB for the quarter ended
      June 30 , 2006 (the “Form 10QSB”) for the purpose of amending the cover page to
      indicate whether we are a "shell company" which was inadvertently omitted.
      We
      are also updating the signature page , Part I Item 3 and Part II Item 6 in
      their
      entirety as required under required under Rule 12b-15, promulgated under the
      Securities and Exchange Act of 1934 , and are filing as exhibits new
      certifications by the Company’s principal executive officer and principal
      financial officer required under Rule 12b-15, promulgated under the Securities
      and Exchange Act of 1934 .


This
      Amendment No. 1 reflects only the changes to the cover page, Part I Item 3
      and
      Part II Item 6 discussed above. No other information included in the Form 10QSB
      including the information set forth in our financial statements and the notes
      thereto, has been modified or updated in any way.





**Part
      1**





**Item 3.   CONTROLS
      AND PROCEDURES**





(A)   Evaluation
      of Disclosure Controls and Procedures





As
      of the
      end of the period covered by this report, the Company carried out an evaluation,
      under the supervision and with the participation of David Koos, who is the
      Company's Principal Executive Officer/Principal Financial Officer, of the
      effectiveness of the design and operation of the Company's disclosure controls
      and procedures. The Company's Principal Executive Officer/Principal Financial
      Officer had concluded, at that time, that the Company's disclosure controls
      and
      procedures were, in fact, effective at this reasonable assurance level as of
      the
      period covered.





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 its internal disclosure controls
      and
      procedures to be both adequate and effective. On August 28, 2006, both of the
      Board of Directors and David Koos 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.







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




As
      of
      August 29,2006, the following changes were implemented:






2




(A)
      adding
      a review committee (consisting of David Koos and Brian Pockett, the Company’s
      COO)to review its 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
      6.   Exhibits**





31.1*
            Certification
              of Chief Executive Officer31.3
            Certification
              of Chief Executive Officer  dated September 14,
              200631.2*
            Certification
              of Acting Chief Financial Officer31.4
            Certification
              of Acting Chief Financial Officer dated September 14, 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 September 14, 200632.2*
            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 September 14, 2006.






*
      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 R. KoosDavid
                R. KoosChief
                Executive OfficerDate:
                September 14, 2006




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