U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549


________________





FORM
      10-QSB





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





For
      the
      quarterly period ended 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





As
      of
      August 7, 2006 there were 15,534,064 shares of the issuer's Common Stock,


$.0001
      par
      value per share, outstanding.





Transitional
      Small Business Disclosure Format Yes  ̈ No x




1




**Chang
        G. Park, CPA, Ph. D.**
 **t** **371 E STREET** **t** **CHULA VISTA** **t** **CALIFORNIA 91910-2615** **t**
 **t** **TELEPHONE (858)722-5953** **t** **FAX (858) 408-2695** **t** **FAX (619) 422-1465**
 **t** **E-MAIL changgpark@gmail.com**
  **Report
          of Independent Registered Public Accounting Firm**
 To
          the
          Board of Directors of
 Frezer,
          Inc.
 (A
          Development Stage Company)
 
 
 We
          have
          reviewed the accompanying balance sheet of Frezer, Inc. (A Development
          Stage
“Company”) as of June 30, 2006, and the related statements of operation, changes
          in stockholders’ equity, and cash flows for the six months and three months
          ended June 30, 2006; and for the period from May 2, 2005 (inception) through
          June 30, 2006. These financial statements are the responsibility of the
          Company’s management.
 
 We
          conducted our review in accordance with the standards of the Public Company
          Accounting Oversight Board (United States). A review of interim financial
          information consists principally of applying analytical procedures to financial
          data and making inquiries of persons responsible for financial and accounting
          matters. It is substantially less in scope than an audit conducted in accordance
          with the standards of the Public Company Accounting Oversight Board, the
          objective of which is the expression of an opinion regarding the financial
          statements taken as a whole. Accordingly, we do not express such an
          opinion.
 
 Based
          on
          our review, we are not aware of any material modifications that should
          be made
          to the condensed financial statements referred to above for them to be
          in
          conformity with generally accepted accounting principles.
 
 The
          accompanying financial statements have been prepared assuming that the
          Company
          will continue as a going concern. As discussed in Note 5 to the financial
          statements, the Company is currently in the development stage. Because
          of the
          Company’s current status and limited operations there is substantial doubt about
          its ability to continue as a going concern. Management’s plans in regard to its
          current status are also described in Note 5. The financial statements do
          not
          include any adjustments that might result from the outcome of this
          uncertainty.
  
 
 /s/
          Chang G. Park
 Chang
            G.
            Park, CPA
 
 August
            9,
            2006
 Chula
            Vista, California
  2


Part
        I,
        Item 1




**FREZER,
                  INC.****(A
                  Development Stage Company)****Balance
                  Sheets**




**As
                  of**
              
              **As
                  of****June
                  30,**
              
              **December
                  31,****2006**
              
              **2005****ASSETS****Current
                  Assets**Cash
              
              $
              8,133
              
              $
              264,932Accounts
                  and notes receivable - related party
              
              
              20,099
              
              
              10,000Prepaid
                  expenses
              
              
              81,597
              
              
              24,285**Total
                  Current Assets**
              
              
              109,829
              
              
              299,217**Net
                  Property & Equipment**
              
              
              1,180
              
              
              1,180**TOTAL
                  ASSETS**
              
              $
              111,009
              
              $
              300,397**LIABILITIES
                  & STOCKHOLDERS' EQUITY****Current
                  Liabilities**Accounts
                  payable
              
              $
              10,784
              
              $
              6,783Accrued
                  salaries
              
              
              62,000
              
              
              183,335Accrued
                  payroll taxes
              
              
              12,770
              
              
              9,095**Total
                  Current Liabilities**
              
              
              85,554
              
              
              199,213**TOTAL
                  LIABILITIES**
              
              
              85,554
              
              
              199,213**Stockholders'
                  Equity (Deficit)**Common
                  stock, ($.001 par value, 100,000,000 shares
                authorized;
                  15,534,064 and 8,076,564 shares issued and
                outstanding
                  as of June 30, 2006 and December 31, 2005)
              
              
              15,535
              
              
              8,076Additional
                  paid-in capital
              
              
              947,536
              
              
              401,811Deficit
                  accumulated during development stage
              
              
              (937,616
              )
              
              (308,703
              )**Total
                  Stockholders' Equity**
              
              
              25,455
              
              
              101,184**TOTAL
                  LIABILITIES &**STOCKHOLDERS'
                  EQUITY
              
              $
              111,009
              
              $
              300,397




The
        accompanying notes are an integral part of the financial statements
  3




**FREZER,
                  INC.****(A
                  Development Stage Company)****Statement
                  of Operations**




**May
                  2, 2005****Six
                  Months**
              
              
              
              **Three
                  Months**
              
              
              
              **(Inception)****Ended**
              
              **For
                  the period**
              
              **Ended**
              
              **For
                  the period**
              
              **through****June
                  30,**
              
              **From
                  May 2, 2005**
              
              **June
                  30,**
              
              **From
                  May 2, 2005**
              
              **June
                  30,****2006**
              
              **to
                  June 30, 2005**
              
              **2006**
              
              **to
                  June 30, 2005**
              
              **2006****Revenues**Revenues
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -**Total
                  Revenues**
              
              
              -
              
              
              -
              
              
              
              
              
              
              
              
              -**Costs
                  and Expenses:**Research
                  & development
              
              
              171,340
              
              
              -
              
              
              86,930
              
              
              
              
              
              171,340Administrative
                  expenses
              
              
              459,318
              
              
              21,285
              
              
              296,617
              
              
              21,285
              
              
              768,021**Total
                  Costs and Expenses**
              
              
              630,658
              
              
              21,285
              
              
              383,547
              
              
              21,285
              
              
              939,361**Operating
                  Loss**
              
              
              (630,658
              )
              
              (21,285
              )
              
              (383,547
              )
              
              (21,285
              )
              
              (939,361
              )**Other
                  Income (Expenses)**Interest
                  income
              
              
              1,745
              
              
              -
              
              
              1,739
              
              
              -
              
              
              1,745Total
                  Other Income (Expenses)
              
              
              1,745
              
              
              -
              
              
              1,739
              
              
              -
              
              
              1,745**Net
                  Income (Loss)**
              
              $
              (628,913
              )
              $
              (21,285
              )
              $
              (381,808
              )
              $
              (21,285
              )
              $
              (937,616
              )**Basic
                  earnings (loss) per share**
              
              $
              (0.05
              )
              $
              (0.00
              )
              $
              (0.03
              )
              $
              (0.00
              )**Weighted
                  average number of****common
                  shares outstanding**
              
              
              12,271,661
              
              
              6,035,315
              
              
              15,143,185
              
              
              6,035,315




The
        accompanying notes are an integral part of the financial statements
  4




**FREZER,
                  INC.****(A
                  Development Stage Company)****Statement
                  of Changes in Stockholders' Equity (Deficit)****From
                  May 2,2005 (inception) through June 30,
                  2006**




**Deficit****Accumulated****Common**
              
              **Common**
              
              **Additional**
              
              **During**
              
              **Total****Stock**
              
              **Stock**
              
              **Paid
                  - in**
              
              **Development****Amount**
              
              **Capital**
              
              **Stage**Shares
                  issued for cash and services May 4, 2005
              
              
              5,935,315
              
              $
              5,936
              
              $
              44,264
              
              $
              
              
              $
              50,200Shares
                  issued for services May 4, 2005
              
              
              100,000
              
              
              100
              
              
              900
              
              
              
              
              
              1,000Shares
                  issued for Cash November 10, 2005
              
              
              1,650,000
              
              
              1,650
              
              
              245,850
              
              
              
              
              
              247,500Shares
                  issued for Cash November 23, 2005
              
              
              333,333
              
              
              333
              
              
              99,667
              
              
              
              
              
              100,000Shares
                  issued for services December 10, 2005
              
              
              57,916
              
              
              58
              
              
              11,129
              
              
              
              
              
              11,187Net
                  loss, December 31, 2005
              
              
              
              
              
              
              
              
              
              
              
              (308,703
              )
              
              (308,703
              )**Balance
                  December 31, 2005**
              
              
              8,076,564
              
              
              8,077
              
              
              401,810
              
              
              (308,703
              )
              
              101,184Shares
                  issued for cash
              
              
              500,000
              
              
              500
              
              
              149,500
              
              
              
              
              
              150,000Shares
                  issued for services
              
              
              857,500
              
              
              858
              
              
              218,892
              
              
              
              
              
              219,750Shares
                  issued in lieu of compensation
              
              
              6,100,000
              
              
              6,100
              
              
              177,334.00
              
              
              
              
              
              183,434Net
                  loss, June 30, 2006
              
              
              
              
              
              
              
              
              
              
              
              (628,913
              )
              
              (628,913
              )**Balance
                  June 30, 2006**
              
              
              15,534,064
              
              $
              15,535
              
              $
              947,536
              
              $
              (937,616
              )
              $
              25,455




The
        accompanying notes are an integral part of the financial statements
  5




**FREZER,
                  INC.**
                **(A
                  Development Stage Company)**
                **Consolidated
                  Statement of Cash
                  Flows**




**CASH
                  FLOWS FROM OPERATING ACTIVITIES**Net
                  income (loss)
              
              $
              (628,913
              )
              $
              (21,285
              )
              $
              (381,808
              )
              $
              (21,285
              )
              $
              (937,616
              )Adjustments
                  to reconcile net loss to net cash provided(used
                  in) by operating activities:Stock
                  issued for service
              
              
              219,750
              
              
              -
              
              
              201,000
              
              
              -
              
              
              231,937Stock
                  issued in lieu of compensation
              
              
              -
              
              
              1,000
              
              
              -
              
              
              1,000
              
              
              -Depreciation
                  expenseChanges
                  in operating assets and liabilities:(Increase)
                  decrease in prepaid expenses
              
              
              (57,312
              )
              
              -
              
              
              38,648
              
              
              -
              
              
              (81,597
              )Increase
                  (decrease) in accounts payable
              
              
              4,001
              
              
              -
              
              
              4,725
              
              
              -
              
              
              10,784Increase
                  (decrease) in accrued payroll
              
              
              (121,335
              )
              
              -
              
              
              -
              
              
              -
              
              
              62,000Increase
                  (decrease) in accrued payroll taxes
              
              
              3,675
              
              
              -
              
              
              (7,735
              )
              
              -
              
              
              12,770***Net
                  cash provided by (used in) operating
                  activities***
              
              
              (580,134
              )
              
              (20,285
              )
              
              (145,170
              )
              
              (20,285
              )
              
              (701,722
              )**CASH
                  FLOWS FROM INVESTING ACTIVITIES**Acquisition
                  of property & equipment
              
              
              -
              
              
              -
              
              
              
              
              
              -
              
              
              (1,180
              )(Increase)
                  decrease in accounts receivable - relatedparty
              
              
              (10,099
              )
              
              -
              
              
              50,526
              
              
              -
              
              
              (20,099
              )***Net
                  cash provided by (used in) investing
                  activities***
              
              
              (10,099
              )
              
              -
              
              
              50,526
              
              
              -
              
              
              (21,279
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Common
                  stock issued for accrued payroll
              
              
              183,434
              
              
              
              
              
              
              
              
              
              
              
              183,434Common
                  stock issued for cash
              
              
              150,000
              
              
              50,200
              
              
              -
              
              
              50,200
              
              
              547,700***Net
                  cash provided by (used in) financing
                  activities***
              
              
              333,434
              
              
              50,200
              
              
              -
              
              
              50,200
              
              
              731,134***Net
                  increase (decrease) in cash***
              
              
              (256,799
              )
              
              29,915
              
              
              (94,644
              )
              
              29,915
              
              
              8,133***Cash
                  at beginning of period***
              
              
              264,932
              
              
              -
              
              
              102,777
              
              
              -
              
              
              -***Cash
                  at end of period***
              
              $
              8,133
              
              $
              29,915
              
              $
              8,133
              
              $
              29,915
              
              $
              8,133***Supplemental
                  cash flows disclosures:***Cash
                  paid during period for interest
              
              $
              -
              
              $
              -
              
              $
              -
              
              $Cash
                  paid during period for income taxes
              
              $
              -
              
              $
              -
              
              $
              -
              
              $


The
      accompanying notes are an integral part of the financial statements




6




**FREZER,
        INC**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **AS
        OF JUNE 30, 2006 AND 2005**
 
 
 **NOTE
        1. ORGANIZATION AND DESCRIPTION OF BUSINESS**
 
 Frezer,
        Inc. (the “Company”) was incorporated in the State of Nevada on May 2, 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
        Board
        of Directors of the Company unanimously approved resolutions to abandon all
        plans to develop a stem cell banking facility and market that facility’s
        services.
 
 From
        July
        11, 2006 the Company’s objectives have been:
 
 (a)
        The
        development and marketing of intellectual property relating to the Company’s
        proprietary Cryo-Chip and
 
 (b)
        The
        development and marketing of intellectual property relating to Cryogenic
        Storage
        tank modifications for increased storage capacity.
  **NOTE
        2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 Basis
        of
        Presentation
 
 The
        accompanying financial statements have been prepared by Frezer Inc. without
        audit pursuant to the rules and regulations of the Securities and Exchange
        Commission. Certain information and footnote disclosures normally included
        in
        financial statements prepared in accordance with generally accepted accounting
        principles have been condensed or omitted as allowed by such rules and
        regulations, and management believes that the disclosures are adequate to
        make
        the information presented not misleading. These financial statements include
        all
        of the adjustments, which, in the opinion of management, are necessary to
        a fair
        presentation of financial position and results of operations. All such
        adjustments are of a normal and recurring nature. The results of operations
        presented in the accompanying condensed financial statements for the period
        ended June 30, 2006 are not necessarily indicative of the operating results
        that
        may be expected for the full year ending December 31, 2006.
 
 These
        statements should be read in conjunction with the Company's financial statements
        for the period commencing with inception (May 2, 2005) and ended December
        31,
        2005, included in Form 10K-SB, as amended, filed with the U.S. Securities
        and
        Exchange Commission.
 
 Basis
        of
        Accounting
 
 The
        Company’s financial statements are prepared using the accrual method of
        accounting. The Company has elected a December 31, year-end.
 
 Basic
        Earnings per (loss) Share
 In
          February 1997, the FASB issued SFAS No. 128, “Earnings Per Share”, which
          specifies the computation, presentation and disclosure requirements for
          earnings
          (loss) per share for entities with publicly held common stock. SFAS No.
          128
          supersedes the provisions of APB No. 15, and requires the presentation
          of basic
          earnings (loss) per share and diluted earnings (loss) per share. The Company
          has
          adopted the provisions of SFAS No. 128 effective May 2, 2005 (inception).
 
 Basic
          net
          earnings (loss) per share amounts is computed by dividing the net earnings
          (loss) by the weighted average number of common shares outstanding. Diluted
          earnings (loss) per share are the same as basic earnings (loss) per share
          due to
          the lack of dilutive items in the Company.
 
 **NOTE
          2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**
 
 Use
          of
          Estimates
  7




**FREZER,
        INC**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **AS
        OF JUNE 30, 2006 AND 2005**
 
 The
        preparation of the financial statements in conformity with generally accepted
        accounting principles requires management to make estimates and assumptions
        that
        affect the reported amounts of assets and liabilities and disclosure of
        contingent assets and liabilities at the date of the financial statement
        and the
        reported amounts of revenue and expenses during the reporting period. Actual
        results could differ from those estimates.
 
 Development
        Stage
 
 The
        Company continues to devote substantially all of its efforts in the development
        of its plan to operate in the field of stem cell banking and regenerative
        medicine.
 
 Cash
        and
        Cash Equivalents
 
 The
        Company considers all highly liquid investments with a maturity of six months
        or
        less when purchased to be cash equivalents.
 
 Income
        Taxes
 
 Income
        taxes are provided in accordance with Statement of Financial accounting
        Standards No. 109 (SFAS 109), “Accounting for Income Taxes”. A deferred tax
        asset or liability is recorded for all temporary differences between financial
        and tax reporting and net operating loss carry forwards. Deferred tax expense
        (benefit) results from the net change during the year of deferred tax assets
        and
        liabilities.
 
 Deferred
        tax assets are reduced by a valuation allowance when, in the opinion of
        management, it is more likely than not that some portion of all of the deferred
        tax assets will be realized. Deferred tax assets and liabilities are adjusted
        for the effects of changes in tax laws and rates on the date of
        enactment.
 
 **NOTE
        3. TRANSACTION WITH RELATED PARTY**
 
 The
        Company subleases approximately 1900 square feet of office space at a rate
        of
        $3,818 per month from its former parent. The sublease is for a period of
        one
        year commencing on June 3, 2005 and expiring on June 2, 2006. The sublease
        does
        not contain a renewal option. Currently, the Company remains in the same
        location on a month-to-month arraignment not involving its former parent.
 
 There
        are
        no contingent payments which the Company is required to make. For the three
        months ended on June 30, 2006 and the six months ended June 30, 2006 the
        company
        incurred rental expense of $11,454 and $22,908, respectively. Prior to June
        3,
        2006, the Company, on limited occasions, utilized office space and certain
        administrative support services provided by its former parent company at
        no
        charge.
 During
          the
          period beginning on January 1, 2006 and ending on March 31, 2006, the Company
          loaned $34,000 to its former parent. As consideration for these loans,
          the
          Company received promissory notes bearing simple interest at the rate of
          10% per
          annum. All notes are due and payable on December 30, 2006.
 
 On
          May 25,
          2006 $20,000 of the aforementioned loans, in addition to an additional
          $10,000
          loan to the Company’s former parent, were paid in full. On June 30, 2006 the
          remaining $14,000 was repaid in full.
 
 **NOTE
          3. TRANSACTION WITH RELATED PARTY (continued)**
 
 During
          the
          period beginning on January 1, 2006 and ending on March 31, 2006, the Company
          loaned $20,000 to the AFN Trust, for whom the Company’s Chairman and CEO acts as
          Trustee. As consideration for these loans, the Company received a promissory
          note bearing simple interest at the rate of 10% per annum. The note is
          due and
          payable on December 30, 2006. On August 3, 2006 AFN Trust repaid its loan
          in
          full.
  These
          financial statements do not include allocation of indirect corporate overheads
          from the Company’s former parent, as the Company considers that such costs are
          not reasonably attributable to the business. Management believes that the
          allocation methodology
          used is reasonable, and the costs included in these financial statements
          reflect
          all costs of doing business.
  8
 **FREZER,
            INC**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **AS
            OF JUNE 30, 2006 AND 2005**
 
 **NOTE
            4. DESCRIPTION OF LEASING ARRANGEMENTS**
 
 The
            Company subleases approximately 1900 square feet of office space at a
            rate of
            $3,818 per month. The sublease is for a period of one year commencing
            on June 3,
            2005 and expiring on June 3, 2006. The sublease does not contain a renewal
            option; however in June 2006 the Company continued to occupy the same
            space on a
            continuous basis on similar terms and conditions. There are no contingent
            payments, which the Company is required to make. For the three months
            ended and
            the six months ended June 30, 2006 the company incurred rental expense
            of
            $11,454 and $22,908, respectively.
 
 **NOTE
            5. GOING CONCERN**
 
 The
            accompanying financial statements have been prepared in conformity with
            accounting principles generally accepted in the United States of America,
            which
            contemplate continuation of the Company as a going concern. However,
            the Company
            has incurred losses since its inception and has not yet been successful
            in
            establishing profitable operations. These factors raise substantial doubt
            about
            the ability of the Company to continue as a going concern. Unanticipated
            costs
            and expenses or the inability to generate revenues could require additional
            financing, which the Company currently plans to seek through equity financing.
            During the quarter ended June 30, 2006 , the quarter ended March 31,
            2006, and
            the year ended December 31, 2005 the Company raised cash through the
            issuance of
            equity securities totaling 0, $150,000 and $397,700 respectively.
 
 To
            the
            extent financing is not available, the Company may not be able to, or
            may be
            delayed in, developing its business purpose. The accompanying financial
            statements do not reflect any adjustments that might result from the
            outcome of
            these uncertainties.
 
 **NOTE
            6. WARRANTS AND OPTIONS**
 
 There
            are
            no warrants or options outstanding to acquire any additional shares of
            common
            stock.
 
 **NOTE
            7. Common Stock**
 
 The
            Company is authorized to issue 100,000,000 shares of common stock at
            $0.001 par
            value.
 
 On
            May 4,
            2005 Company issued 6,035,315 shares of common stock in exchange for
            $50,200 in
            cash and $1,000 of services to Bio-Matrix Scientific Group, Inc., its
            former
            parent company.
 
 On
            November 10, 2005, the Company sold 1,650,000 common shares for cash
            at an
            aggregate price of $247,500.
 
 On
            November 23, 2005, the Company sold 333,333 common shares for cash at
            an
            aggregate price of $100,000.
 
 On
            December 10, 2005, the Company issued 57,916 common shares for service
            valued at
            $11,187.
 
 On
            February 23, 2006 the Company sold 500,000 shares of its common stock
            for
            $150,000 as a result of a private placement offering under SEC Regulation
            D
            (506).
  On
            February 23, 2006 the Company also issued an additional 187,500 shares
            to
            various consultants assisting the Company with its business model implementation
            at aggregate price of $18,750.
 
 On
            March
            16, 2006 The Board of Directors issued 6,100,000 common shares to the
            management
            team of Frezer Inc. for compensation amounting to $183,434 owed for fiscal
            year
            2005, which ended December 31, 2005.
 
 Between
            May 23, 2006 and May 26, 2006 the Company issued 670,000 common shares
            to
            outside consultants for services valued at $201,000.
 9




**FREZER,
        INC**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **AS
        OF JUNE 30, 2006 AND 2005**
 
 As
        of June
        30, 2006 and December 31, 2005, the Company had 15,534,064 shares and 8,076,564
        shares of common stock issued and outstanding, respectively.
 
 **NOTE
        8. INCOME TAXES**
  As
                    of June 30, 2006Deferred
                    tax assets:Net
                    operating tax carry forwards
                
                $
                318,789Other
                
                
                -0-Gross
                    deferred tax assets
                
                
                318,789Valuation
                    allowance
                
                
                (318,789
                )Net
                    deferred tax assets
                
                $
                -0-
  Realization
            of deferred tax assets is dependent upon sufficient future taxable income
            during
            the period that deductible temporary differences and carry forwards are
            expected
            to be available to reduce taxable income. As the achievement of required
            future
            taxable income is uncertain, the Company recorded a valuation
            allowance.
 
 **NOTE
            9. SCHEDULE OF NET OPERATING LOSSES**
  2005
                  Net Operating Loss
              
              $
              308,7032006
                  Net Operating Loss (six months)
              
              
              628,913Net
                  Operating Loss
              
              $
              937,616
 
 As
        of June
        30, 2006, the Company has a net operating loss carry forward of approximately
        $937,616, which will expire 20 years from the date the loss was
        incurred.
 
 **NOTE
        10. SUBSEQUENT EVENTS**
 
 On
        July
        11, 2006, the Board of Directors of the Company unanimously approved resolutions
        to abandon all plans to develop a stem cell banking facility and market that
        facility’s services. This change represents a significant departure from the
        earlier plans that the Company had established.
 
 The
        action
        of the Board of Directors followed an extensive review by the Board of the
        Company, in reviewing the Company’s current and prospective financial,
        managerial, and marketing resources together with an evaluation of the
        competitive and operating environment facing the Company. The Board also
        noted
        the Company’s limited financial resources and the continuing need to focus the
        Company’s resources effectively.
 
 With
        these
        decisions, the Board has determined that the Company will devote its energies
        primarily to:
 
 (a)
        The
        development and marketing of intellectual property relating to the Cryo-Chip
        and
 (b)
        The
        development and marketing of intellectual property relating to Cryogenic
        Storage
        tank modifications for increased storage capacity.
 
 In
        August
        2006, the Company completed the documentation necessary for submitting a
        provisional patent application on the Cryo-Chip. Currently all documentation
        has
        been submitted to the Company’s Patent Attorney for drafting the patent
        application. The Company feels the patent application will be filed sometime
        during the next 30 days.




The
          Board’s decision was also motivated by the Company’s inability to locate space
          suitable for the operation of a stem cell banking facility on reasonable
          terms
          since the Company’s inception to July 11, 2006 and the apparent prospect that
          the Company will continue to
          face
          continuing difficulties to obtaining suitable space.
  10
  **FREZER,
          INC**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **AS
          OF JUNE 30, 2006 AND 2005**
  **Item
            2.** **Management's
            Discussion and Analysis of Financial Condition and Results of
            Operations**
 
 *The
            following discussion and analysis should be read in conjunction with
            the
            unaudited financial statements and notes thereto included in Part I -
            Item 1 of
            this report, and the audited financial statements and notes thereto contained
            in
            our Form 10KSB, as amended, previously filed with the
            Commission*
 
 We
            were
            previously a wholly owned subsidiary of Bio-Matrix Scientific Group,
            Inc.
            (“BMXG”), a Delaware Corporation engaged primarily in the development of medical
            devices. The Board of Directors of BMXG has voted to distribute all Shares
            of
            our 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 our common stock for every one share(s) of BMXG common stock held
            on the
            record date. The distribution was paid on June 15, 2005. . In addition,
            each
            BMXG stockholder received, by means of an Information Statement, information
            regarding the distribution.
 
 From
            inception to July 11, 2006 our objective was to operate in the field
            of stem
            cell banking and regenerative medicine.
 
 On
            July
            11, 2006, our Board of Directors unanimously approved resolutions to
            abandon all
            plans to develop a stem cell banking facility and market that facility’s
            services. This change represents a significant departure from the earlier
            plans
            that we had established.
 
 The
            action
            of the Board of Directors followed an extensive review by our Board.
            This
            consisted of reviewing our current and prospective financial, managerial,
            and
            marketing resources together with an evaluation of the competitive and
            operating
            environment facing us. The Board also noted our limited financial resources
            and
            the continuing need to focus the resources effectively.
 
 With
            these
            decisions, the Board has determined that we will devote our energies
            primarily
            to:
 
 (a)
            The
            development and marketing of intellectual property relating to the Cryo-Chip
            and
 (b)
            The
            development and marketing of intellectual property relating to Cryogenic
            Storage
            tank modifications for increased storage capacity.
 
 The
            Board’s decision was also motivated by our inability to locate space suitable
            for the operation of a stem cell banking facility on reasonable terms
            since our
            inception to July 11, 2006 and the apparent prospect that we continue
            to face
            continuing difficulties to obtaining suitable space.
 
 While
            we
            believe that these decisions will better serve our interests, there can
            be no
            assurance that we will achieve its objectives or, if we achieve any one
            or more
            of its objectives, that we can do so on reasonable terms in light of
            our current
            financial condition.
 
 **Results
            Of Operations**
 
 **Three
            Month Period Ending June 30, 2006**
 
 We
            experienced a net loss of $ 381,808 for the three-month period ended
            June 30,
            2006 and we experienced a net loss of $628,913 for the six -month period
            ended
            June , 2006.
 For
              the
              three-month period ended June 30, 2006 Research and Development expenditures
              were $86,930, or 23% of total operating costs for the period of
              $383,547.
 
 For
              the
              three-month period ended June 30, 2006 General and Administrative expenditures
              were $296,617, or 77% of total operating costs for the period of
              $383,547.
 
 For
              the
              six -month period ended June 30, 2006 Research and Development expenditures
              were
              $171,340 , or 27% of total operating costs for the period of
              $630,658.
  11




**FREZER,
        INC**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **AS
        OF JUNE 30, 2006 AND 2005**
 
 For
        the
        six -month period ended June 30, 2006 General and Administrative expenditures
        were $459,318, or 73% of total operating costs
        for
        the period of $630,658.
 
 **Plan
        of Operation.**
 
 We
        believe
        it will require an estimated $800,000 to complete the development and
        commercialization of our Cryogenic Storage Container:
 
 We
        believe
        it will also require an estimated $1,400,000 to manufacture and market our
        products once commercialized
 
 Over
        the
        next twelve months we shall attempt to raise funding of $1,825,000 to $1,875,000
        to be utilized as follows:
 
 Cryo-Chip:
 
 Approximately
        $600, 000 to be utilized to purchase or lease specialized equipment for tooling
        on the Cryo-Chip
 
 Approximately
        $275,000 to $325,000 to be utilized to purchase materials related to
        Cryo-Chip
 
 Approximately
        $150,000 to be utilized to hire consultants, and to be utilized, if required,
        toward the patent applications related to the Cryo-Chip
 
 In
        the
        event that the required funds can be raised, we anticipate commercialization
        within 24 to 36 months of the receipt of funds.
 
 Cryogenic
        Storage Container:
 We
        believe
        it will require an estimated $800,000 to complete the development and
        commercialization of our Cryogenic Storage Container:
 
 $275,000
        for research and development.
 $425,000
        for proto-construction
 $100,000
        for testing
 
 We
        anticipate, in the event that funding is obtained, to engage in the following
        research and development activities over the next twelve months:
 
 Develop
        intellectual property leading to the manufacture of the cryo-chip
 Develop
        intellectual property leading to the re-design and configuration of stem
        cell
        cryogenic storage tanks
 We
          anticipate ,
          in the
          event that funding is obtained, to hire the following additional personnel
          over
          the next twelve months:
 
 Director
          of Engineering Research and Development
 Senior
          Design Engineer
 Chief
          Financial Officer
 
 **Liquidity
          And Capital Resources**
 
 We
          do not
          believe that we have cash reserves and other current assets which will be
          sufficient to allow us to develop, commercialize and market our Cryo-Chip
          or our
          Cryogenic Storage Container:
  At
          this
          time, we plan to continue to fund our financial needs through equity private
          placements of common stock. (No plan of terms, offers or candidates have
          yet
          been established and there can be no assurance that we will be able to
          raise
          funds on terms favorable to the company or at all.)
  12




**FREZER,
        INC**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **AS
        OF JUNE 30, 2006 AND 2005**
 
 Over
        the
        next twelve months we shall attempt to raise funding of $1,825,000 to $1,875,000
        to be utilized as follows:
 
 Cryo-Chip:
 
 Approximately
        $600, 000 to be utilized to purchase or lease specialized equipment for tooling
        on the Cryo-Chip
 
 Approximately
        $275,000 to $325,000 to be utilized to purchase materials related to
        Cryo-Chip
 
 Approximately
        $150,000 to be utilized to hire consultants, and to be utilized, if required,
        toward the patent applications related to the Cryo-Chip
 
 In
        the
        event that the required funds can be raised, we anticipate commercialization
        within 24 to 36 months of the receipt of funds.
 
 Cryogenic
        Storage Container:
 We
        believe
        it will require an estimated $800,000 to complete the development and
        commercialization of our Cryogenic Storage Container:
 
 $275,000
        for research and development.
 $425,000
        for proto-construction
 $100,000
        for testing
 
 Additional
        Funding Requirements
 
 We
        will
        also require an estimated $1,400,000 to manufacture and market our products
        once
        commercialized which we anticipate attempting to raise upon achievement of
        commercialization.
 
 **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 disclosure controls and procedures are designed
        to
        provide a reasonable level of assurance of achieving the Company's disclosure
        control objectives. The Company's Principal Executive Officer/Principal
        Financial Officer has concluded that the Company's disclosure controls and
        procedures are, in fact, effective at this reasonable assurance level as
        of the
        period covered.
 (B)   Changes
          in Internal Controls Over Financial Reporting
 
 In
          connection with the evaluation of the Company's internal controls during
          the
          period commencing on April 1, 2006 and ending June 30, 2006, David Koos,
          who is
          both the Company's Principal Executive Officer and Principal Financial
          Officer
          has determined that there are no changes to the Company's internal controls
          over
          financial reporting that has materially affected, or is reasonably likely
          to
          materially effect, the Company's internal controls over financial
          reporting.
  **Part
          II**
  **Item
          1: Legal Proceedings**
 
 None
  13




**FREZER,
        INC**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **AS
        OF JUNE 30, 2006 AND 2005**
 
 **Item
        2.   Unregistered Sales of Equity Securities and Use of
        Proceeds**
 
 On
        May 23,
        2006 the Company issued 600,000 shares of common stock to Biotechnology Partners
        Business Trust (“BPBT”), an independent consultant, in exchange for services
        rendered by BPBT consisting of assisting the Company in development of its
        intellectual property.
 
 The
        shares
        were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended.
        No underwriters were retained to serve as placement agents. The shares were
        offered directly through the management of the Company, and the consideration
        for the shares were services rendered by BPBT valued at $180,000.
 
 BPBT
        was
        given the opportunity to examine the Company’s EDGAR filings with the United
        States Securities and Exchange Commission. No commission or other consideration
        was paid in connection with the sale of the shares. There was no advertisement
        or general solicitation made in connection with this Offer and Sale of
        shares.
 
 Written
        disclosure was given to BPBT prior to issuance of the shares that the shares
        of
        Common Stock have not been registered under the Act and, therefore, cannot
        be
        resold unless they are registered under the Act or unless an exemption from
        registration is available; and
 
 A
        legend
        was placed on the certificate that evidences the shares of Common Stock stating
        that the shares of Common Stock have not been registered under the Act and
        setting forth or referring to the restrictions on transferability and sale
        of
        the shares of Common Stock.
 On
        May 23,
        2006 the Company issued 50,000 shares of common stock to Applied Fluid
        Engineering (“AFE”), an engineering consulting and research firm, in exchange
        for services rendered by AFE consisting of assisting the Company in completion
        of the Cryo-Chip provisional patent application and market research.
 
 The
        shares
        were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended.
        No underwriters were retained to serve as placement agents. The shares were
        offered directly through the management of the Company, and the consideration
        for the shares were services rendered by AFE valued at $15,000.
 
 AFE
        was
        given the opportunity to examine the Company’s EDGAR filings with the United
        States Securities and Exchange Commission. No commission or other consideration
        was paid in connection with the sale of the shares. There was no advertisement
        or general solicitation made in connection with this Offer and Sale of
        shares.
 
 Written
        disclosure was given to AFE prior to issuance of the shares that the shares
        of
        Common Stock have not been registered under the Act and, therefore, cannot
        be
        resold unless they are registered under the Act or unless an exemption from
        registration is available; and
 
 A
        legend
        was placed on the certificate that evidences the shares of Common Stock stating
        that the shares of Common Stock have not been registered under the Act and
        setting forth or referring to the restrictions on transferability and sale
        of
        the shares of Common Stock.
 
 On
        May 26,
        2006 the Company issued 20,000 shares of common stock to Collective
        Technologies, Inc. (“CT”), an engineering firm, in exchange for services
        rendered by CT consisting of assisting the Company in the process of making
        structural design changes and re-engineering a cryo-storage unit to
        substantially increase the unit’s capacity.
 The
          shares
          were issued pursuant to Section 4(2) of the Securities Act of 1933, as
          amended.
          No underwriters were retained to serve as placement agents. The shares
          were
          offered directly through the management of the Company, and the consideration
          for the shares were services rendered by CT valued at $6,000.
 
 CT
          was
          given the opportunity to examine the Company’s EDGAR filings with the United
          States Securities and Exchange Commission. No commission or other consideration
          was paid in connection with the sale of the shares. There was no advertisement
          or general solicitation made in connection with this Offer and Sale of
          shares.
  14




**FREZER,
        INC**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **AS
        OF JUNE 30, 2006 AND 2005**
 
 Written
        disclosure was given to CT prior to issuance of the shares that the shares
        of
        Common Stock have not been registered under the Act and, therefore, cannot
        be
        resold unless they are registered under the Act or unless an exemption from
        registration is available; and
 
 A
        legend
        was placed on the certificate that evidences the shares of Common Stock stating
        that the shares of Common Stock have not been registered under the Act and
        setting forth or referring to the restrictions on transferability and sale
        of
        the shares of Common Stock.
 
 **Item
        3.   Defaults Upon Senior Securities**
 
 None.
  **Item
        4.   Submission of Matters to a Vote of Security
        Holders**
 
 There
        have
        been no matters submitted to a vote of security holders during the period
        commencing April 1, 2006 and ending as of the date of this report through
        the
        solicitation of proxies or otherwise.
  **Item
        5.   Other Information**
 
 None.
  **Item
        6.   Exhibits**
 31.1
                Certification
                    of Chief Executive Officer31.2
                Certification
                    of Acting Chief Financial Officer32.1
                Certification
                    of Chief Executive Officer under Section 906 of the Sarbanes-Oxley
                    Act of
                    2002.32.2
                Certification
                    of Acting Chief Financial Officer under Section 906 of the Sarbanes-Oxley
                    Act of 2002.




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.




FRE
              ZER,
                  INC., a Nevada corporationBy:
              /s/
                  David R. KoosDavid
                  R. KoosChief
                  Executive OfficerDate:
                  August 11, 2006




15