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 September 30, 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, a non-accelerated filer or a smaller reporting company.
      See
      definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” 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 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: 4,239,824 **** shares
      of
      common stock, par value $.001 per share, outstanding as of November 7, 2008.







**FREZER,
      INC.**





**-
      INDEX -**




Page**PART
                  I - FINANCIAL INFORMATION:**Item
                  1.
              Financial
                  Statements:
              1Balance
                  Sheets as of September 30, 2008 (Unaudited) and December 31,
                  2007
              2Statements
                  of Operations for the Three and Nine Months Ended September 30,
                  2008
              3and
                  2007 (Unaudited) and for the Cumulative Period from May 2, 2005
                  (Inception)to
                  September 30, 2008 (Unaudited)Statement
                  of Changes in Stockholders’ Equity (Deficit) for the Cumulative
                  Period
              4from
                  May 2, 2005 (Inception) to September 30, 2008 (Unaudited)Statements
                  of Cash Flows for the Nine Months Ended September 30, 2008 and
                  2007
              6(Unaudited)
                  and for the Cumulative Period from May 2, 2005 (Inception)
                  toSeptember
                  30, 2008 (Unaudited)Notes
                  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
              18Item
                  1A.
              Risk
                Factors
              18Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              18Item
                  3.
              Defaults
                  Upon Senior Securities
              18Item
                  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 Securities Exchange Act of 1934, as amended (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**





**September
                  30,**
              
              **December
                  31,****2008**
              
              **2007****(Unaudited)****Assets**Current
                  assetsCash
                  and cash equivalents
              
              $
              2,041
              
              $
              5,775Total
                  current assets
              
              
              2,041
              
              
              5,775Total
                  assets
              
              $
              2,041
              
              $
              5,775**Liabilities
                  and Stockholders' Equity (Deficit)**Current
                  liabilitiesAccrued
                  expenses
              
              $
              14,027
              
              $
              3,000Note
                  payable and accrued interest due to related party
              
              
              20,444
              
              
              -Total
                  current liabilities
              
              
              34,471
              
              
              3,000Stockholders'
                  Equity (Deficit)Preferred
                  stock, $0.001 par value; 10,000,000 sharesauthorized;
                  no shares issued or outstanding
              
              
              -
              
              
              -Common
                  stock, $0.001 par value; 200,000,000 sharesauthorized;
                  4,239,824 and 4,141,704 shares issuedand
                  outstanding, respectively
              
              
              4,240
              
              
              4,142Additional
                  paid-in capital
              
              
              1,631,831
              
              
              1,631,929(Deficit)
                  accumulated during the development stage
              
              
              (1,668,501
              )
              
              (1,633,296
              )Total
                  stockholders' equity (deficit)
              
              
              (32,430
              )
              
              2,775Total
                  liabilities and stockholders' equity (deficit)
              
              $
              2,041
              
              $
              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**
                
                **Nine
                    Months Ended**
                
                **May
                    2, 2005****September
                    30,**
                
                **September
                    30,**
                
                **(Inception)
                    To****2008**
                
                **2007**
                
                **2008**
                
                **2007**
                
                **September
                    30, 2008****(Unaudited)**
                
                **(Unaudited)**
                
                **(Unaudited)**
                
                **(Unaudited)**
                
                **(Unaudited)**Revenue
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -Operating
                    expensesResearch
                    and development
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                392,412General
                    and administrative
                
                
                5,470
                
                
                9,562
                
                
                34,761
                
                
                180,053
                
                
                1,192,359Total
                    operating expenses
                
                
                5,470
                
                
                9,562
                
                
                34,761
                
                
                180,053
                
                
                1,584,771Loss
                    from operations
                
                
                (5,470
                )
                
                (9,562
                )
                
                (34,761
                )
                
                (180,053
                )
                
                (1,584,771
                )Other
                    income (expense)Interest
                    income
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                2,802Interest
                    (expense)
                
                
                (255
                )
                
                -
                
                
                (444
                )
                
                (3,659
                )
                
                (6,890
                )Other
                    income
                
                
                -
                
                
                -
                
                
                -
                
                
                309,623
                
                
                311,884Other
                    (expense)
                
                
                -
                
                
                -
                
                
                -
                
                
                (391,526
                )
                
                (391,526
                )Net
                    (loss)
                
                $
                (5,725
                )
                $
                (9,562
                )
                $
                (35,205
                )
                $
                (265,615
                )
                $
                (1,668,501
                )Net
                    (loss) per share - basic and diluted
                
                
                NIL*
                
                
                NIL*
                
                $
                (.01
                )
                $
                (.07
                )Weighted
                    average number of shares of outstanding - basic and
                    diluted
                
                
                4,239,162
                
                
                4,141,703
                
                
                4,213,149
                
                
                3,683,846*
                    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 September 30, 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 servicesrendered
                    at $0.17 per share on May 4, 2005
                
                
                296,766
                
                
                297
                
                
                49,903
                
                
                -
                
                
                50,200Issuance
                    of common stock for services renderedat
                    $0.20 per share on May 4, 2005
                
                
                5,000
                
                
                5
                
                
                995
                
                
                -
                
                
                1,000Issuance
                    of common stock for cash at $3.00 pershare
                    on November 10, 2005
                
                
                82,500
                
                
                82
                
                
                247,418
                
                
                -
                
                
                247,500Issuance
                    of common stock for cash at $6.00 pershare
                    on November 23, 2005
                
                
                16,667
                
                
                17
                
                
                99,983
                
                
                -
                
                
                100,000Issuance
                    of common stock for services renderedat
                    $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 pershare
                    on February 23, 2006
                
                
                25,000
                
                
                25
                
                
                149,975
                
                
                -
                
                
                150,000Issuance
                    of common stock for services renderedat
                    $2.00 per share on February 23, 2006
                
                
                9,375
                
                
                9
                
                
                18,741
                
                
                -
                
                
                18,750Issuance
                    of common stock for services renderedat
                    $0.60 per share on March 16, 2006
                
                
                305,000
                
                
                305
                
                
                183,129
                
                
                -
                
                
                183,434Issuance
                    of common stock for services renderedat
                    $6.00 per share on May 23, 2006
                
                
                33,500
                
                
                34
                
                
                200,966
                
                
                -
                
                
                201,000Issuance
                    of common stock in lieu of compensationat
                    $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 September 30, 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 compensationon
                  January 26, 2007
              
              
              (372,000
              )
              
              (372
              )
              
              (299,628
              )
              
              -
              
              
              (300,000
              )Issuance
                  of common stock for cash at $0.20 pershare
                  on February 9, 2007
              
              
              3,195,000
              
              
              3,195
              
              
              635,805
              
              
              -
              
              
              639,000Issuance
                  of common stock for services renderedat
                  $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 associated with 1 for 20reverse
                  stock split (round-up of fractionalshares)
                  during the period January 10, 2008through
                  August 13, 2008
              
              
              98,120
              
              
              98
              
              
              (98
              )
              
              -
              
              
              -Net
                  (loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              (35,205
              )
              
              (35,205
              )**Balances
                  at September 30, 2008**
              
              
              4,239,824
              
              $
              4,240
              
              $
              1,631,831
              
              $
              (1,668,501
              )
              $
              (32,430
              )




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****Nine
                  Months Ended**
              
              **May
                  2, 2005****September
                  30,**
              
              **(Inception)
                  To****2008**
              
              **2007**
              
              **September
                  30, 2008****(Unaudited)**
              
              **(Unaudited)**
              
              **(Unaudited)****Cash
                  Flows From Operating Activities**Net
                  (loss)
              
              $
              (35,205
              )
              $
              (265,615
              )
              $
              (1,668,501
              )Adjustments
                  to reconcile net (loss) to netcash
                  (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:Prepaid
                  expenses and other assets
              
              
              -
              
              
              -
              
              
              (10,834
              )Accounts
                  payable
              
              
              -
              
              
              (1,090
              )
              
              3,457Accrued
                  expenses
              
              
              11,027
              
              
              (2,710
              )
              
              20,194Accrued
                  interest
              
              
              444
              
              
              (2,557
              )
              
              444Net
                  cash provided by (used in)operating
                  activities
              
              
              (23,734
              )
              
              (532,820
              )
              
              (1,682,971
              )**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
              
              
              20,000
              
              
              9,998
              
              
              116,143Repayment
                  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
              
              
              20,000
              
              
              552,855
              
              
              1,690,134Net
                  increase (decrease) in cash and cash equivalents
              
              
              (3,734
              )
              
              20,035
              
              
              2,041Cash
                  and cash equivalents, beginning of period
              
              
              5,775
              
              
              230
              
              
              -Cash
                  and cash equivalents, end of period
              
              $
              2,041
              
              $
              20,265
              
              $
              2,041**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




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




6




**Frezer,
        Inc.**
 **(A
        Development Stage Company)**
 **Notes
        to Financial Statements**
 **September
        30, 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 and nine months ended September 30,
        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**
 **September
          30, 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. The Letter of Intent expired pursuant
        to
        its terms on March 31, 200 8 ,
        and had
        subsequently been extended to May 15, 2008, but expired on that date with
        no
        further obligation by either party (see Note 7).
 
 **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 $1,584,771 and a cumulative net loss of $1,668,501. 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**
 **September
          30, 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 accrued expenses and related
        party notes payable. 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 and nine months ended September 30, 2008 and 2007 and for the
        cumulative period from May 2, 2005 (Inception) to September 30, 2008, the
        Company’s comprehensive loss was the same as its net loss.
 
 **Recently
        Issued Accounting Pronouncements**
 In
        March
        2008, the 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”).
  9
  **Frezer,
          Inc.**
 **(A
          Development Stage Company)**
 **Notes
          to Financial Statements**
 **September
          30, 2008**
  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.
 
 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.
  10
  **Frezer,
          Inc.**
 **(A
          Development Stage Company)**
 **Notes
          to Financial Statements**
 **September
          30, 2008**
  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.
 
 **4.**
              **Notes
                  Payable**
  On
        July
        3, 2006, the Company established a Line of Credit Promissory Note Agreement
        for
        $50,000 with Bio Technology Business Partners Trust. The unpaid principal
        of
        this line of credit bears simple interest at a rate of 10% per annum. As
        of
        December 31, 2006, there had been ten advances under this credit line totaling
        $32,675.70. Amounts advanced under this credit line are due and payable on
        a
        date that is 365 days from each advance.
  On
        August
        14, 2006, the Company entered into a Promissory Note Agreement with Dermatex
        Medical Device Consultants for $25,000. In November 2006 this agreement was
        amended and an additional $1,955.42 was loaned. This note bears interest
        at a
        rate of 10% simple per annum and all Principal and accrued interest is due
        and
        payable on August 13, 2007.
  On
        October 26, 2006, the Company borrowed $18,384.68 from the AFN Trust. On
        November 7, 2006, the Company borrowed an additional $4,601.44 from the AFN
        Trust. These loans bear simple interest at 10% per annum and are due and
        payable
        on October 25, 2007.
 
 On
        November 14, 2006, the Company borrowed $1,800.00 from Venture Bridge Advisors,
        Inc. On December 8, 2006, the Company borrowed an additional $1,100.00 and
        on
        December 11, 2006, the Company borrowed and additional $628.00. These loans
        bear
        simple interest at 10% per annum and are due and payable on November 13,
        2007.
 
 In
        February of 2007, the Company repaid all outstanding notes payable and accrued
        interest using a portion of the proceeds raised from the issuance common
        stock
        to KI Equity (see Note 3).
 
 On
        April
        23, 2008, the Company borrowed $20,000 from Vero under an unsecured promissory
        note bearing interest at 5.0% per annum, with principal and interest due
        and
        payable upon demand.
 
 **5.**
              **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 September 30, 2008, there were
        4,239,824 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.
  11
  **Frezer,
          Inc.**
 **(A
          Development Stage Company)**
 **Notes
          to Financial Statements**
 **September
          30, 2008**
 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 98,120 shares of common stock were issued as a result of the Reverse
        Split.
 
 **6.**
              **Related
                  Party Transactions**
  **Management
        Agreement**
 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.
 
 The
        Management Agreement was terminated by Frezer on August 15, 2008, retroactive
        to
        July 1, 2008.
 
 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 September 30, 2008 and 2007, the Company recorded $0 and
        $3,000, respectively, of managerial and administrative expenses associated
        with
        this agreement which are included as a component of general and administrative
        expenses in the accompanying statements of operations.
 
 For
        the
        nine months ended September 30, 2008 and 2007, the Company recorded $6,000
        and
        $11,000, respectively, of managerial and administrative expenses associated
        with
        this agreement which are included as a component of general and administrative
        expenses in the accompanying statements of operations.
  12
 
 **Frezer,
        Inc.**
 **(A
        Development Stage Company)**
 **Notes
        to Financial Statements**
 **September
        30, 2008**
 
  **Note
        Payable**
 On
        April
        23, 2008, the Company borrowed $20,000 from Vero under an unsecured promissory
        note bearing interest at 5.0% per annum, with principal and interest due
        and
        payable upon demand.
 
 For
        the
        three and nine months ended September 30, 2008 and 2007, the Company recognized
        $255 and $444, respectively, of interest expense in relation to this outstanding
        related party note payable.
 
 **Other**
 As
        of
        September 30, 2008 and December 31, 2007, the $14,027 and $3,000, respectively,
        of accrued expenses listed in the accompanying balance sheets were comprised
        entirely of liabilities due to related parties.
 
 **7.**
              **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 intended 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 expired pursuant to its terms
        on March 31, 200 8 ,
        and had
        subsequently been extended to May 15, 2008, but expired on that date with
        no
        further obligation by either party.
 
 **8.**
              **Income
                  Taxes**
  The
        tax
        effects of temporary differences that give rise to significant portions of
        the
        Company’s net deferred tax assets at September 30, 2008 and December 31, 2007
        are as follows:
  **September
                    30,**
                
                **December
                    31,****2008**
                
                **2007****(Unaudited)****Assets**Net
                    Operating tax carry forwards
                
                $
                567,290
                
                $
                555,321Gross
                    deferred tax asset
                
                
                567,290
                
                
                555,321Valuation
                    allowance
                
                
                (567,290
                )
                
                (555,321
                )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**
 **September
          30, 2008**
 
 The
        benefit from income taxes differs from the amount computed by applying the
        U.S.
        federal income tax rate of 34% to loss before income taxes for the cumulative
        period from May 2, 2005 (Inception) to September 30, 2008 and May 2, 2005
        (Inception) to December 31, 2007 as follows:
  **September
                    30,**
                
                **December
                    31,****2008**
                
                **2007****(Unaudited)**U.S.
                    federal income tax benefit at statutory rate
                
                $
                (567,290
                )
                $
                (555,321
                )Change
                    in valuation allowance
                
                
                567,290
                
                
                555,321Benefit
                    from income taxes
                
                $
                -
                
                $
                -
 14
  **Item
        2. Management’s Discussion and Analysis of Financial Condition and Results of
        Operations.**
 
 ***Forward
        Looking Statement Notice***
 
 Certain
        statements made in this Quarterly Report on Form 10-Q are “forward-looking
        statements” (within the meaning of the Private Securities Litigation Reform Act
        of 1995) in regard to the plans and objectives of management for future
        operations. Such statements involve known and unknown risks, uncertainties
        and
        other factors that may cause actual results, performance or achievements
        of
        Frezer, Inc. (“we”, “us”, “our” or the “Company”) to be materially different
        from any future results, performance or achievements expressed or implied
        by
        such forward-looking statements. The forward-looking statements included
        herein
        are based on current expectations that involve numerous risks and uncertainties.
        The Company's plans and objectives are based, in part, on assumptions involving
        the continued expansion of business. Assumptions relating to the foregoing
        involve judgments with respect to, among other things, future economic,
        competitive and market conditions and future business decisions, all of which
        are difficult or impossible to predict accurately and many of which are beyond
        the control of the Company. Although the Company believes its assumptions
        underlying the forward-looking statements are reasonable, any of the assumptions
        could prove inaccurate and, therefore, there can be no assurance the
        forward-looking statements included in this Quarterly Report will prove to
        be
        accurate. In light of the significant uncertainties inherent in the
        forward-looking statements included herein, the inclusion of such information
        should not be regarded as a representation by the Company or any other person
        that the objectives and plans of the Company will be achieved.
 
 ***Description
        of Business***
 
 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 proposed business activities, is 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.
 
 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 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. 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.
  15
 
 ***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 intended 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
        (the
“Merger”). The Letter of Intent expired pursuant to its terms on March 31,
        200 8 ,
        and had
        subsequently been extended to May 15, 2008, but expired on that date with
        no
        further obligation by either party.
 
 ***Liquidity
        and Capital Resources***
 
 As
        of
        September 30, 2008, the Company had assets equal to $2,041, comprised
        exclusively of cash and cash equivalents. This compares with assets of $5,775,
        comprised exclusively of cash and cash equivalents, as of December 31, 2007.
        The
        Company’s current liabilities as of September 30, 2008 totaled $34,471,
        comprised of $14,027 of accrued expenses and $20,444 of notes payable and
        accrued interest due to related parties. This compares to the Company’s current
        liabilities as of December 31, 2007 of $3,000, comprised exclusively of accrued
        expenses.  The
        Company can provide no assurance that it can continue to satisfy its cash
        requirements for at least the next twelve months.
 
 The
        following is a summary of the Company's cash flows provided by (used in)
        operating, investing, and financing activities for the nine months ended
        September 30, 2008 and 2007 and for the cumulative period from May 2, 2005
        (inception) to September 30, 2008:
 
 For
                  the
                Nine
                  Months Ended
                September
                  30,
                2008
              
              For
                  the
                Nine
                  Months Ended
                September
                  30,
                2007
              
              For
                  the Cumulative
                Period
                  from
                May
                  2, 2005 (Inception) to
                September
                  30,
                2008Net
                  cash used in operating activities
              
              $
              (23,734
              )
              $
              (532,820
              )
              $
              (1,682,971
              )Net
                  cash used in investing activities
              
              $
              0
              
              $
              0
              
              $
              (5,122
              )Net
                  cash provided by financing activities
              
              $
              20,000
              
              $
              552,855
              
              $
              1,690,134Net
                  increase/(decrease) in cash and cash equivalents
              
              $
              (3,734
              )
              $
              20,035
              
              $
              2,041
 
 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 and nine months ended September 30, 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 consummate the Merger.
 
 For
        the
        three months ended September 30, 2008, the Company had a net loss of $5,725,
        comprised of (a) legal, accounting, audit and other professional service
        fees of
        $4,926 incurred in relation to the filing of the Company’s Quarterly Report on
        Form 10-Q for the period ended June 30, 2008 in August of 2008, (b) stock
        transfer agent fees of $544 and (c) interest expenses of $255. This compares
        with a net loss of $9,562 for the three months ended September 30, 2007,
        comprised of (a) legal, accounting, audit and other professional service
        fees of
        $6,104 incurred in relation to the filing of the Company’s Quarterly Report on
        Form 10-QSB for the period ended June 30, 2007 in August of 2007, (b) management
        fees of $3,000 incurred in relation to a broad range of managerial and
        administrative services provided by Vero Management, LLC and (c) other
        miscellaneous operating expenses of $458.
  16
 
 For
        the
        nine months ended September 30, 2008, the Company had a net loss of $35,205,
        comprised of (a) legal, accounting, audit and other professional service
        fees of
        $21,099 incurred in relation to the filing of the Company’s Annual Report on
        Form 10-KSB for the year ended December 31, 2007 in March of 2008, Quarterly
        Report on Form 10-Q for the period ended March 31, 2008 in May of 2008, and
        Quarterly Report on Form 10-Q for the period ended June 30, 2008 in August
        of
        2008, (b) management fees of $6,000 incurred in relation to a broad range
        of
        managerial and administrative services provided by Vero Management, LLC,
        (c)
        stock transfer agent fees of $3,070, (d) interest expense of $444 and (e)
        miscellaneous expenses of $4,592 incurred in connection to the 1-for-20 reverse
        stock split that occurred in January of 2008. This compares with a net loss
        of
        $265,615 for the nine months ended September 30, 2007, comprised of (a) $180,053
        of operating expenses, consisting of (i) professional fees of $146,650 paid
        to
        attorneys, accountants and other consultants related to the reorganization
        and
        change of management which took place during February of 2007 and the filing
        of
        the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2006
        in February of 2007, (ii) legal, accounting, audit and other professional
        service fees of $14,213 incurred in relation to the filing of the Company’s
        Quarterly Report on Form 10-QSB for the period ended March 31, 2007 in May
        of
        2007 and Quarterly Report on Form 10-QSB for the period ended June 30, 2007
        in
        August of 2007, (iii) management fees of $11,000 incurred in relation to
        a broad
        range of managerial and administrative services provided by Vero Management,
        LLC
        and (iv) other miscellaneous operating expenses of $8,190; (b) $391,526 of
        other
        non-operating expenses, comprised 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. ****
 
 ***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.
  17
 
 As
        of
        September 30, 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 September 30, 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 our sole officer and director, 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.
 
 **Item
        4. Submission of Matters to a Vote of Security Holders.**
 
 None.
 
 **Item
        5. Other Information.**
 
 The
        management agreement (“Management Agreement”) dated February 27, 2007 and
        amended July 1, 2007, between the Company and Vero Management, L.L.C., (“Vero”)
        under which Vero had agreed to provide a broad range of managerial and
        administrative services to the Company was terminated by Frezer on August
        15,
        2008, retroactive to July 1, 2008.
  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.
 
 *3.2
              By-Laws.
 
 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 September 30, 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 June 1, 2005
                  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 16, 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.
  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.
 
 **FREZER,
                INC.**Dated:
                November 7, 2008
              By:
              /s/ Kevin
                R. KeatingKevin
                  R. Keating
                President,
                  Secretary and Director
  20