FORM
      10-Q





U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549




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


SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      quarterly period ended March 31, 2008





OR





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


SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      transition period from ________ to ________





Commission
      file number 000-51336





Frezer,
      Inc.


(Exact
      name of registrant as specified in its charter)





Nevada
            02-2777600(State
                or other jurisdiction
            (I.R.S.
                Employer Identification Number)of
                incorporation or organization)




190
      Lakeview Way, Vero Beach, Florida 32963


(Address
      of principal executive offices)





(772)
      231-7544


(Registrant’s
      telephone number, including area code)





No
      change


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





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 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 large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of accelerated
      filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check
      one):


Large
                accelerated filer   o
            Accelerated
                filer                  
                     oNon-accelerated
                filer     o
            Smaller
                reporting company     x.


(Do
      not
      check if a smaller reporting company)





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 ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING


THE
      PRECEDING FIVE YEARS:





Indicate
      by check mark whether the registrant has filed all documents and reports
      required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange
      Act
      of 1934 (the “Exchange Act”) subsequent to the distribution of securities under
      a plan confirmed by a court. Yes o
      No o.





APPLICABLE
      ONLY TO CORPORATE ISSUERS





Indicate
      the number of shares outstanding of each of the issuer’s classes of common
      stock, as of the latest practicable date: 4,192,045 shares of common stock,
      par
      value $.001 per share (the “Common Stock”), outstanding (on a post-Reverse Split
      basis) as of May 9, 2008.







**FREZER,
      INC.**





**-
      INDEX -**





Page**PART
                I - FINANCIAL INFORMATION:**Item
                1.
            Financial
                Statements:
            1Balance
                Sheets as of March 31, 2008 (Unaudited) and December 31,
                2007
            2Statements
                of Operations for the Three Months Ended March 31, 2008 and 2007
                (Unaudited) and for the Cumulative Period from May 2, 2005 (Inception)
                to
                March 31, 2008 (Unaudited)
            3Statement
                of Changes in Stockholders’ Equity (Deficit) for the Cumulative Period
                from May 2, 2005 (Inception) to March 31, 2008 (Unaudited)
            4Statements
                of Cash Flows for the Three Months Ended March 31, 2008 and 2007
                (Unaudited) and for the Cumulative Period from May 2, 2005 (Inception)
                to
                March 31, 2008 (Unaudited)
            6Notes
                to Financial Statements (Unaudited)
            7Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            15Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk
            17Item
                4T.
            Controls
                and Procedures
            17**PART
                II - OTHER INFORMATION**:Item
                1.
            Legal
                Proceedings
            17Item
                1A.
            Risk
                Factors
            17Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            17Item
                3.
            Defaults
                Upon Senior Securities
            17Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            18Item
                5.
            Other
                Information
            18Item
                6.
            Exhibits
            19Signatures
            
            20










**PART
      I - FINANCIAL INFORMATION**





**Item
      1. Financial Statements.**





Statements
      made in this Form 10-Q (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 "Act"),
      and Section 21E of 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.
      (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.




1


**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Balance
      Sheets**




**March
                31,**
            
            **December
                31,****2008**
            
            **2007****(Unaudited)****Assets**Current
                assetsCash
                and cash equivalents
            
            $
            472
            
            $
            5,775Total
                current assets
            
            
            472
            
            
            5,775Total
                assets
            
            $
            472
            
            $
            5,775**Liabilities
                and Stockholders' Equity (Deficit)**Current
                liabilitiesAccounts
                payable
            
            $
            4,517
            
            $
            -Accrued
                expenses
            
            
            11,027
            
            
            3,000Total
                current liabilities
            
            
            15,544
            
            
            3,000Stockholders'
                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 shares authorized; 4,192,045
                and
                4,141,704 shares issued and outstanding, respectively
            
            
            4,192
            
            
            4,142Additional
                paid-in capital
            
            
            1,631,879
            
            
            1,631,929(Deficit)
                accumulated during the development stage
            
            
            (1,651,143
            )
            
            (1,633,296
            )Total
                stockholders' equity (deficit)
            
            
            (15,072
            )
            
            2,775Total
                liabilities and stockholders' equity (deficit)
            
            $
            472
            
            $
            5,775





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




2




**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Statements
      of Operations**





**Cumulative****Period From****Three Months Ended**
            
            **May 2, 2005****March 31,**
            
            **(Inception) To****2008**
            
            **2007**
            
            **March 31, 2008****(Unaudited)**
            
            **(Unaudited)**
            
            **(Unaudited)**Revenue
            
            $
            -
            
            $
            -
            
            $
            -Operating
                expensesResearch
                and development
            
            
            -
            
            
            -
            
            
            392,412General
                and administrative
            
            
            17,847
            
            
            155,898
            
            
            1,175,445Total
                operating expenses
            
            
            17,847
            
            
            155,898
            
            
            1,567,857Loss
                from operations
            
            
            (17,847
            )
            
            (155,898
            )
            
            (1,567,857
            )Other
                income (expense)Interest
                income
            
            
            -
            
            
            -
            
            
            2,802Interest
                (expense)
            
            
            -
            
            
            (3,659
            )
            
            (6,446
            )Other
                income
            
            
            -
            
            
            309,623
            
            
            311,884Other
                (expense)
            
            
            -
            
            
            (391,526
            )
            
            (391,526
            )Net
                (loss)
            
            $
            (17,847
            )
            $
            (241,460
            )
            $
            (1,651,143
            )Net
                (loss) per share - basic and diluted
            
            
            NIL*
            
            $
            (.09
            )Weighted
                average number of shares of outstanding - basic and
                diluted
            
            
            4,187,066
            
            
            2,752,871




*
                Less than $.01 per share




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




3




**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Statement
      of Changes In Stockholders’ Equity (Deficit)**


**For
      the Cumulative Period From May 2, 2005 (Inception) to March 31, 2008
      (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 services rendered at $0.17 per share
                on May
                4, 2005
            
            
            296,766
            
            
            297
            
            
            49,903
            
            
            -
            
            
            50,200Issuance
                of common stock for services rendered at $0.20 per share on May 4,
                2005
            
            
            5,000
            
            
            5
            
            
            995
            
            
            -
            
            
            1,000Issuance
                of common stock for cash at $3.00 per share on November 10,
                2005
            
            
            82,500
            
            
            82
            
            
            247,418
            
            
            -
            
            
            247,500Issuance
                of common stock for cash at $6.00 per share on November 23,
                2005
            
            
            16,667
            
            
            17
            
            
            99,983
            
            
            -
            
            
            100,000Issuance
                of common stock for services rendered at $3.86 per share on December
                10,
                2005
            
            
            2,896
            
            
            3
            
            
            11,184
            
            
            -
            
            
            11,187Net
                (loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            (308,703
            )
            
            (308,703
            )**Balances
                at December 31, 2005**
            
            
            403,829
            
            $
            404
            
            $
            409,483
            
            $
            (308,703
            )
            $
            101,184Issuance
                of common stock for cash at $6.00 per share on February 23,
                2006
            
            
            25,000
            
            
            25
            
            
            149,975
            
            
            -
            
            
            150,000Issuance
                of common stock for services rendered at $2.00 per share on February
                23,
                2006
            
            
            9,375
            
            
            9
            
            
            18,741
            
            
            -
            
            
            18,750Issuance
                of common stock for services rendered at $0.60 per share on March
                16,
                2006
            
            
            305,000
            
            
            305
            
            
            183,129
            
            
            -
            
            
            183,434Issuance
                of common stock for services rendered at $6.00 per share on May 23,
                2006
            
            
            33,500
            
            
            34
            
            
            200,966
            
            
            -
            
            
            201,000Issuance
                of common stock in lieu of compensation at $0.81 per share on December
                21,
                2006
            
            
            372,000
            
            
            372
            
            
            299,628
            
            
            -
            
            
            300,000Net
                (loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,045,988
            )
            
            (1,045,988
            )**Balances
                at December 31, 2006**
            
            
            1,148,704
            
            $
            1,149
            
            $
            1,261,922
            
            $
            (1,354,691
            )
            $
            (91,620
            )




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




4




**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Statement
      of Changes In Stockholders’ Equity (Deficit)**


**For
      the Cumulative Period From May 2, 2005 (Inception) to March 31, 2008
      (Unaudited)**





**Deficit****Accumulated****Additional**
            
            **during the**
            
            **Total****Common Stock**
            
            **Paid-In**
            
            **Development**
            
            **Stockholders'****Shares**
            
            **Amount**
            
            **Capital**
            
            **Stage**
            
            **Equity (Deficit)****Balances
                at December 31, 2006**
            
            
            1,148,704
            
            $
            1,149
            
            $
            1,261,922
            
            $
            (1,354,691
            )
            $
            (91,620
            )Return
                of common stock originally issued onDecember
                21, 2006 in lieu of compensation on January 26, 2007
            
            
            (372,000
            )
            
            (372
            )
            
            (299,628
            )
            
            -
            
            
            (300,000
            )Issuance
                of common stock for cash at $0.20 per share on February 9,
                2007
            
            
            3,195,000
            
            
            3,195
            
            
            635,805
            
            
            -
            
            
            639,000Issuance
                of common stock for services rendered at $0.20 per share on February
                27,
                2007
            
            
            170,000
            
            
            170
            
            
            33,830
            
            
            -
            
            
            34,000Net
                (loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            (278,605
            )
            
            (278,605
            )**Balances
                at December 31, 2007**
            
            
            4,141,704
            
            $
            4,142
            
            $
            1,631,929
            
            $
            (1,633,296
            )
            $
            2,775Issuance
                of common stock upon 1 for 20 reverse stock split (round-up of fractional
                shares) on January 10, 2008
            
            
            50,341
            
            
            50
            
            
            (50
            )
            
            -
            
            
            -Net
                (loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            (17,847
            )
            
            (17,847
            )**Balances
                at March 31, 2008**
            
            
            4,192,045
            
            $
            4,192
            
            $
            1,631,879
            
            $
            (1,651,143
            )
            $
            (15,072
            )




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




5




**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Statements
      of Cash Flows**





**Cumulative****Period From****Three Months Ended**
            
            **May 2, 2005****March 31,**
            
            **(Inception) To****2008**
            
            **2007**
            
            **March 31, 2008****(Unaudited)**
            
            **(Unaudited)**
            
            **(Unaudited)****Cash
                Flows From Operating Activities**Net
                (loss)
            
            $
            (17,847
            )
            $
            (241,460
            )
            $
            (1,651,143
            )Adjustments
                to reconcile net (loss) to net cash (used in) operating
                activities:Common
                stock issued for services
            
            
            -
            
            
            34,000
            
            
            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
            
            
            -
            
            
            -
            
            
            1,180Changes
                in operating assets and liabilities:Restricted
                cash
            
            
            -
            
            
            (25,000
            )
            
            -Prepaid
                expenses and other assets
            
            
            -
            
            
            -
            
            
            (10,834
            )Accounts
                payable
            
            
            4,517
            
            
            565
            
            
            7,974Accrued
                expenses
            
            
            8,027
            
            
            19,790
            
            
            17,194Accrued
                interest
            
            
            -
            
            
            (2,557
            )
            
            -Net
                cash provided by (used in) operating activities
            
            
            (5,303
            )
            
            (509,510
            )
            
            (1,664,540
            )**Cash
                Flows From Investing Activities**Purchase
                of property and equipment
            
            
            -
            
            
            -
            
            
            (1,180
            )Increase
                in deposit
            
            
            -
            
            
            -
            
            
            (3,942
            )Net
                cash provided by (used in) investing activities
            
            
            -
            
            
            -
            
            
            (5,122
            )**Cash
                Flows From Financing Activities**Proceeds
                from borrowings on notes payable
            
            
            -
            
            
            9,998
            
            
            96,143Repayment
                of notes payable
            
            
            -
            
            
            (96,143
            )
            
            (96,143
            )Proceeds
                from issuance of common stock
            
            
            -
            
            
            639,000
            
            
            1,186,700Common
                stock issued for accrued payroll
            
            
            -
            
            
            -
            
            
            483,434Net
                cash provided by financing activities
            
            
            -
            
            
            552,855
            
            
            1,670,134Net
                increase (decrease) in cash and cash equivalents
            
            
            (5,303
            )
            
            43,345
            
            
            472Cash
                and cash equivalents, beginning of period
            
            
            5,775
            
            
            230
            
            
            -Cash
                and cash equivalents, end of period
            
            $
            472
            
            $
            43,575
            
            $
            472**Supplemental
                Disclosure of Cash Flow Information**Cash
                paid for interest
            
            $
            -
            
            $
            6,216
            
            $
            6,216**Supplemental
                Disclosure of Non-Cash****Financing
                Transactions**Return
                of common stock issued in lieu of compensation
            
            $
            -
            
            $
            300,000
            
            $
            300,000




6





**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**


**March
      31, 2008**





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




The
      accompanying unaudited financial statements of Frezer, Inc. (the “Company” or
“Frezer”) are presented in accordance with the requirements for Form 10-Q and
      Regulation S-X. 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,
      2007. Operating results for the three months ended March 31, 2008 are not
      necessarily indicative of the results that may be expected for the year ending
      December 31, 2008.





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, 2007 included in the Company’s Annual Report on Form
      10-KSB as filed on March 28, 2008.





**Organization
      and Business**


Frezer,
      Inc. 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.




7


**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**


**March
      31, 2008**





On
      November 7, 2007, the Company entered into a letter of intent with Breakthrough
      Venture Corp., 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 of the Company (see Note 6).





**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 $1,567,857 and a cumulative net loss of $1,651,143. 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 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.


8





**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**


**March
      31, 2008**





**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.





**Fair
      Value of Financial Instruments**


The
      Company's financial instruments are comprised of accounts payable
      and 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 months ended March 31, 2008 and 2007 and for the cumulative period
      from May 2, 2005 (Inception) to March 31, 2008, the Company’s comprehensive loss
      was the same as its net loss.





**Recently
      Issued Accounting Pronouncements**


In
      March
      2008, the Financial Accounting Standards Board (“FASB”) issued
      SFAS
      No. 161, “Disclosures about Derivative Instruments and Hedging Activities -
      an amendment of SFAS No. 133.” This Statement amends and expands the
      disclosure requirements by requiring qualitative disclosures about objectives
      and strategies for using derivatives, quantitative disclosures about fair value
      amounts of, and gains and losses on, derivative instruments, and disclosures
      about credit risk-related contingent features in derivative agreements. SFAS
      No. 161 is effective for financial statements issued for fiscal years and
      interim periods beginning after November 15, 2008.





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





**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 3,195,000 shares (on a post-Reverse Split basis) of
      Frezer’s common stock (“Shares”) for a purchase price of $639,000 (“Purchase
      Price”), or $0.20 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.


9





**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**


**March
      31, 2008**





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 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 statement
      of
      operations.





Separately,
      Pockett, O’Neill and Bombardier agreed to sell 305,000 shares (on a post-Reverse
      Split basis) of Frezer’s common stock (“Transferred Shares”), in the
      aggregate, to KI Equity for an aggregate purchase price of $61,000, or $0.20
      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.


10





**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**


**March
      31, 2008**




**4.**
            **Stockholders’
                Equity (Deficit)**




Pursuant
        to its certificate of incorporation, the Company is authorized to issue up
        to
        200,000,000 shares of common stock and 10,000,000 shares of preferred stock,
        each with a par value of $0.001 per share. At March 31, 2008, there were
        4,192,045 shares of common stock issued and outstanding (on a post reverse
        split
        basis) and no shares of preferred stock issued or outstanding.
 
 On
        January 10, 2008, the Company’s Board of Directors authorized a 1-for-20 reverse
        stock split (“Reverse Split”) of the Company’s common stock outstanding on
        January 10, 2008, with special treatment for certain of the Company’s
        stockholders to preserve round lot stockholders.
 
 The
        Company’s Board of Directors approved special treatment of stockholders of
        record as of the record date of January 10, 2008 (the “Record Date”) holding
        fewer than 2,000 shares of common stock to prevent those stockholders from
        holding less than 100 shares after the Reverse Split (the “Special Treatment”).
        Accordingly, stockholders who held less than 2,000 shares but at least 100
        shares of common stock as of the Record Date and who continued to hold such
        shares as of the effective date of the reverse split of February 26, 2008
        (the
“Effective Date”), received 100 shares of common stock.  Stockholders
        who held less than 2,000 shares but at least 100 shares after the Record
        Date
        and who continued to hold such shares as of the Effective Date were not afforded
        the Special Treatment. No fractional shares were issued for any fractional
        share
        interest created by the Reverse Split. Any stockholder who would have otherwise
        received a fractional share instead received a full share of common stock
        for
        any fractional share interests created by the Reverse Split.
 
 As
        a
        result of the Special Treatment and round-up for fractional shares, an
        additional 50,341 shares of common stock were issued as a result of the Reverse
        Split.







11





**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**


**March
      31, 2008**




**5.**
            **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.





For
      the
      three months ended March 31, 2008 and 2007, the Company recorded $3,000 and
      $2,000, respectively, of managerial and administrative expenses associated
      with
      this agreement which are included as a component of general and administrative
      expenses in the accompanying statement of operations.




As
        of
        March 31, 2008 and 2007, the $11,027 and $3,000, respectively, of accrued
        expenses listed in the accompanying balance sheets were comprised entirely
        of
        liabilities due to related parties.


12


**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**


**March
      31, 2008**







**6.**
            **Letter
                Of Intent**




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 $12 million (the “Offering”). Breakthrough will
      engage a placement agent for the Offering, and the parties desire the Offering
      to be completed no later than May 15, 2008.





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 and
      the
      stockholders of the Company immediately prior to the Closing will hold 4.0%
      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 May 15, 2008. However, there can be no assurance
      that the Merger will be completed.





**7.**
            **Income
                Taxes**




The
      tax
      effects of temporary differences that give rise to significant portions of
      the
      Company’s net deferred tax assets at March 31, 2008 and 2007 are as
      follows:





**March 31,**
            
            **March 31,****2008**
            
            **2007****(Unaudited)**
            
            **(Unaudited)****Assets**Net
                Operating tax carry forwards
            
            $
            561,389
            
            $
            542,691Gross
                deferred tax asset
            
            
            561,389
            
            
            542,691Valuation
                allowance
            
            
            (561,389
            )
            
            (542,691
            )Net
                deferred tax asset
            
            $
            -
            
            $
            -




A
      full
      valuation allowance has been recorded against the Company’s deferred tax asset
      because, based on the weight of available evidence, it is more likely than
      not
      that such benefits will not be realized.




13




**Frezer,
        Inc.**
 **(A
        Development Stage Company)**
 **Notes
        to Financial Statements**
 **March
        31, 2008**




The
      benefit from income taxes differs from the amount computed by applying the
      U.S.
      federal income tax rate of 15% to loss before income taxes for the cumulative
      period from June 19, 2006 (Inception) to March 31, 2008 and June 19, 2006
      (Inception) to March 31, 2007 as follows:




**March 31,**
            
            **March 31,****2008**
            
            **2007****(Unaudited)**
            
            **(Unaudited)**U.S.
                federal income tax benefit at statutory rate
            
            $
            (561,389
            )
            $
            (542,691
            )Change
                in valuation allowance
            
            
            561,389
            
            
            542,691Benefit
                from income taxes
            
            $
            -
            
            $
            -





**8.**
            **Subsequent
                Events**




In
      April
      of 2008, the Company borrowed $20,000 from Vero under an unsecured promissory
      note bearing interest at 5% per annum, with principal and interest due and
      payable upon demand.


14




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





Frezer,
      Inc. (“we”, “us”, “our”, or the “Company”) was incorporated in the State of
      Nevada on May 2, 2005 and maintains its principal executive office at 190
      Lakeview Way, Vero Beach, Florida 32963. On June 1, 2005 the Company filed
      a
      registration statement on Form 10-SB with the Securities and Exchange Commission
      (the “SEC”). Upon effectiveness of such registration statement, the Company
      became subject to the reporting requirements under the Securities Exchange
      Act
      of 1934, as amended (the “Exchange Act”).




The
      Company, based on business activities, is currently a “blank check” company. The
      SEC defines those companies as "any development stage company that is issuing
      a
      penny stock, within the meaning of Section 3(a)(51) of the Exchange Act, and
      that has no specific business plan or purpose, or has indicated that its
      business plan is to merge with an unidentified company or companies." Many
      states have enacted statutes, rules and regulations limiting the sale of
      securities of "blank check" companies in their respective jurisdictions. The
      Company is also a “shell company,” defined in Rule 12b-2 under the Exchange Act
      as a company with no or nominal assets (other than cash) and no or nominal
      operations. Management does not intend to undertake any efforts to cause a
      market to develop in our securities, either debt or equity, until we have
      successfully concluded a business combination. The Company intends to comply
      with the periodic reporting requirements of the Exchange Act for so long as
      we
      are subject to those requirements.





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.




***Proposed
      Merger***





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 (the “Merger”). A
      detailed description of the Letter of Intent and the Merger is contained in
      our
      Current Report on Form 8-K filed with the SEC on November 13, 2007. A copy
      of
      the Letter of Intent is attached hereto as Exhibit 10.1. The Company has begun
      preparation of certain agreements necessary to effectuate the Merger, however,
      as of the date hereof, the Company has not entered into any definitive
      agreements. **** 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.





***Liquidity
      and Capital Resources***





As
      of
      March 31, 2008, the Company had assets equal to $472 comprised exclusively
      of
      cash and cash equivalents.  This compares with the Company’s assets as of
      March 31, 2007 of $68,575, comprised of $43,575 of cash and cash equivalents
      and
      $25,000 of restricted cash. The Company’s current liabilities as of March 31,
      2008 totaled $15,544, comprised of $4,517 of accounts payable and $11,027
      of  accrued expenses. This compares to the Company’s current
      liabilities as of March 31, 2007 of $28,655, comprised exclusively of accounts
      payable and accrued expenses.  The
      Company can provide no assurance that it can continue to satisfy its cash
      requirements for at least the next twelve months.




15


The
      following is a summary of the Company's cash flows provided by (used in)
      operating, investing, and financing activities:





For the Three Months Ended
              March 31,2008
            
            2007Net
                cash used in operating activities
            
            $
            (5,303
            )
            $
            (509,510
            )Net
                cash used in investing activities
            
            
            -
            
            
            -Net
                cash provided by financing activities
            
            $
            -
            
            $
            552,855Net
                effect on cash
            
            $
            (5,303
            )
            $
            (43,345
            )





The
      Company has nominal assets and has generated no 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.





***Results
      of Operations***





For
      the
      three months ended March 31, 2008, the Company had no activities that produced
      revenues from operations. It is unlikely the Company will have any revenues
      unless it is able to effect an acquisition, or merger with an operating company,
      of which there can be no assurance. It is management's assertion that these
      circumstances may hinder the Company's ability to continue as a going
      concern.  The Company’s plan of operation for the next twelve months shall
      be to continue its efforts to locate suitable acquisition
      candidates.





For
      the
      three months ending March 31, 2008, the Company had a net loss of $(17,847),
      comprised of (a) legal, accounting, audit and other professional service fees
      of
      $(10,047) incurred in relation to the filing of the Company’s Annual Report on
      Form 10-KSB in March of 2008, (b) management fees of $(3,000) incurred in
      relation to a broad range of managerial and administrative services provided
      by
      Vero Management, LLC (“Vero”),
      (c) stock
      transfer agent fees of $(1,608) and (d) miscellaneous expenses of $(3,192)
      incurred in connection to the 1-for-20 reverse stock split that occurred in
      January of 2008. This compares with a net loss of $(241,460) for the three
      months ending March 31, 2007, comprised of (a) $(155,898) of operating expenses,
      consisting of professional fees paid to attorneys, accountants and other
      consultants related to the reorganization and change of management which took
      place during the quarter, (b) $(391,526) of other non-operating expenses, made
      up 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, (c) $309,623 of other
      non-operating income, consisting 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 was also forgiven upon execution of a liability release agreement
      and (d) interest expense of $(3,659).





***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. ****


16




***Contractual
      Obligations***





As
      a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
      is not required to provide this information.





**Item
      3. Quantitative and Qualitative Disclosures About Market
      Risk.**





As
      a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
      is not required to provide information required by this Item.





**Item
      4T. Controls and Procedures.**





***Evaluation
      of Disclosure Controls and Procedures***





We
      maintain disclosure controls and procedures that are designed to ensure that
      information required to be disclosed in our reports filed pursuant to the
      Exchange Act is recorded, processed, summarized and reported within the time
      periods specified in the SEC’s rules, regulations and related forms, and that
      such information is accumulated and communicated to our principal executive
      officer and principal financial officer, as appropriate, to allow timely
      decisions regarding required disclosure.





As
      of
      March 31, 2008, we carried out an evaluation, under the supervision and with
      the
      participation of our principal executive officer and our principal financial
      officer of the effectiveness of the design and operation of our disclosure
      controls and procedures. Based on this evaluation, our principal executive
      officer and our principal financial officer concluded that our disclosure
      controls and procedures were effective as of the end of the period covered
      by
      this report.





***Changes
      in Internal Controls***





There
      have been no changes in our internal controls over financial reporting during
      the quarter ended March 31, 2008 that have materially affected or are reasonably
      likely to materially affect our internal controls.





**PART
      II — OTHER INFORMATION**





**Item
      1. Legal Proceedings.**





To
      the
      best knowledge of the officers and directors, the Company is not a party to
      any
      legal proceeding or litigation.





**Item
      1A. Risk Factors.**





As
      a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
      is not required to provide information required by this Item.





**Item
      2. Unregistered Sales of Equity Securities and Use of Proceeds.**





None.




**Item
      3. Defaults Upon Senior Securities.**





None.


17





**Item
      4. Submission of Matters to a Vote of Security Holders.**





***Reverse
      Stock Split***





On
      January 10, 2008 (the “Record Date”), the Board of Directors of the Company
      adopted and holders of a majority of our issued and outstanding shares of Common
      Stock approved, by written consent, a resolution authorizing the Board of
      Directors to effect a reverse stock split of our outstanding Common Stock to
      be
      effected in the next twelve months in an amount equal to 1-for-20 (the “Reverse
      Split”). The Board of Directors had the discretion, as it determined to be in
      the best interests of the Company and its stockholders, to effect the Reverse
      Split within twelve months of the Record Date.  On January 30, 2008, the
      Company issued a definitive information statement (the “Information Statement”)
      outlining the Reverse Split processes to holders of the Company’s outstanding
      shares of Common Stock as of the close of business on the Record Date, pursuant
      to Rule 14c-2 under the Exchange Act. A copy of the Information Statement was
      filed with the SEC on January 30, 2008.





On
      February 26, 2008 (the “Effective Date”), the Board of Directors effected the
      Reverse Split. Accordingly, the number of issued and outstanding shares of
      Common Stock was reduced in accordance with the exchange ratio of the Reverse
      Split.  Under the recapitalization structure, the 82,834,064 issued
      and outstanding shares of Common Stock were reverse split resulting in
      approximately 4,141,703 shares of Common Stock issued and outstanding post-
      recapitalization. This figure does not take into account such additional shares
      that shall be outstanding as a result of the special treatment provided for
      certain stockholders, as described below, to preserve round lot
      stockholders.  The par value of the Common Stock remained unchanged as
      did the number of authorized shares of Common Stock.




The
      Company’s Board of Directors approved special treatment of stockholders of
      record as of the Record Date holding fewer than 2,000 shares of Common Stock
      to
      prevent those stockholders from holding less than 100 shares after the Reverse
      Split (the “Special Treatment”). Accordingly, stockholders who held less than
      2,000 shares but at least 100 shares of Common Stock as of the Record Date,
      and
      who continued to hold such shares as of the Effective Date received 100 shares
      of Common Stock.  Stockholders who held less than 2,000 shares but at
      least 100 shares after the Record Date, and who continued to hold such shares
      as
      of the Effective Date were not afforded the Special Treatment. No fractional
      shares were issued for any fractional share interest created by the Reverse
      Split. Any stockholder who would have otherwise received a fractional share
      instead received a full share of Common Stock for any fractional share interests
      created by the Reverse Split.





**Item
      5. Other Information.**





***Notes
      Payable***





On
      April
      23, 2008, the Company issued one 5% promissory note payable for $20,000, to
      Vero
      (the “Note”), pursuant to which the Company agreed to repay Vero on such date
      that Vero, by delivery of written notice to the Company, demands. Interest
      shall
      accrue on the outstanding principal balance of the Note on the basis of a
      360-day year daily from the date the Company receives the funds, until paid
      in
      full at the rate of five percent (5%) per annum. A copy of the Note is attached
      hereto as Exhibit 4.1.




18


**Item
      6. Exhibits.**





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





Exhibit
            
            Description*3.1
            
            
            Certificate
                of Incorporation.**3.2
            
            
            Certificate
                of Amendment of Articles of Incorporation.*3.3
            
            
            By-laws.***4.1
            
            
            Promissory
                Note issued to Vero Management, LLC, dated April 23,
                2008****10.1
            
            
            Letter
                of Intent, dated November 7, 2007.31.1
            
            
            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-Q for the quarter
                ended March 31, 2008.32.1
            
            
            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 registration statement on Form 10-SB,
                as
                filed with the Securities and Exchange Commission on November 20,
                2007,
                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 February 23, 2007, 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 29, 2008, 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 November 13, 2007, and
                incorporated herein by this
                reference.




19


**SIGNATURES**





Pursuant
      to the requirements
      of the Securities Exchange Act of 1934, the registrant has duly caused this
      report to be signed on its behalf by the undersigned thereunto duly
      authorized.




Dated:
                May 9, 2008
            **FREZER,
                INC.**By:
            /s/
                Kevin R. KeatingKevin
                R. KeatingPresident






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