U.S.
        SECURITIES AND EXCHANGE COMMISSION
 Washington,
        D.C. 20549
 ________________
 
 /A
 Amendment
                No: 2
 x QUARTERLY
        REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
        1934
 
 For
        the
        quarterly period ended March 31, 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 xNo
o
 
 As
        of
        August 7, 2006, 15,534,064 shares of the issuer's Common Stock, $.0001 par
        value
        per share, were outstanding.
 
 Transitional
        Small Business Disclosure Format  Yes  ̈  No
x
  1
  PART
          I:
  Item
        1
 
 
 To
          the
          Board of Directors of
 Frezer,
          Inc.
 (A
          Development Stage Company)
 
 INDEPENDENT
          ACCOUNTANTS' REPORT
 We
          have
          reviewed the accompanying balance sheet (restated) of Frezer, tic. as of
          March
          31, 2006, and the related statements (restated) of operations, changes
          in
          stockholders' equity, and cash flows for the three months winded March
          31, 2006
          in accordance with Statements on Standards for Accounting Review Services
          issued
          by the American Institute of Certified Public Accountants, All information
          included in these financial statements is the representation of the management
          of Frezer, Inc.
 We
          conducted our review in accordance with the standard! 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.
  Our
          review
          was made for the purpose of expressing limited assurance that there are
          no
          material modifications that should be made to the financial statements
          in order
          for them to be in conformity with U.S. generally accepted accounting
          principles.
 
 Armando
          C.
          Ibarra
 CPA-APC
 August
          30,2006 Chula Vista, California
 2
 
 FREZER,
          INC.
 
 UNAUDITED
          INTERIM FINANCIAL STATEMENTS
 
 **Frezer,
                      Inc.****Balance
                      SheetAssets**
 **CURRENT
                      ASSETS**
                  
                  **As
                      ofMarch 31,2006(unaudited)**
                  
                  **(Restated)**
                    **As
                      ofMarch 31, 2006(unaudited)**
                  
                  **As
                      of December 2005**Cash
                  
                  $
                  102,777
                  
                  $
                  102,777
                  
                  $
                  264,932Accounts
                      Receivable - related party
                  
                  
                  6,526
                  
                  
                  6,625Notes
                      Receivable
                  
                  
                  64,000
                  
                  
                  64,000
                  
                  
                  10,000Prepaid
                      expenses
                  
                  
                  120,245
                  
                  
                  120,245
                  
                  
                  24,285**Total
                      Current Assets**
                  
                  
                  293,548
                  
                  
                  293,647
                  
                  
                  299,217**NET
                      PROPERTY & EQUIPMENT**
                  
                  
                  1,180
                  
                  
                  1,180
                  
                  
                  1,180**OTHER
                      ASSETS**DepositsOther
                      assets
                  
                  
                  
                  
                  
                  
                  
                  
                  -**Total
                      Other Assets**
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -**TOTAL
                      ASSETS**
                  
                  $
                  294,728
                  
                  $
                  294,827
                  
                  $
                  **300,397**The
                      accompanying notes are an integral part of the financial
                      statements.
 
 
 3
 
 **Frezer,
                            Inc.****Balance
                            Sheet**
 **LIABILITIES
                          AND STOCKHOLDERS'
                          EQUITY**
 **(Restated)****As
                          of**
                      
                      **As
                          of****March
                          31,**
                      
                      **March
                          31,**
                      
                      **As
                            of****2006**
                      
                      **2006**
                      
                      **December
                          31,****(unaudited)**
                      
                      **(unaudited)**
                      
                      **2005** ******CURRENT
                        LIABILITIES**Accounts
                          payable
                      
                      
                      
                      6,059
                      
                      $
                      6,059
                      
                      $
                      6,783Accrued
                          salaries
                      
                      
                      
                      62,000
                      
                      
                      62,000
                      
                      
                      183,335Accrued
                          payroll taxes
                      
                      
                      
                      20,505
                      
                      
                      20,505
                      
                      
                      9,095**Total
                          Current Liabilities****Total
                          Current Liabilities**
                      
                      
                      
                      88,564
                      
                      
                      88,564
                      
                      
                      199,213**Total
                          Liabilities**
                      
                      
                      
                      -
                      
                      
                      -
                      
                      
                      -**TOTAL
                          LIABILITIES**
                      
                      
                      
                      88,564
                      
                      
                      88,564
                      
                      
                      199,213**STOCKHOLDERS'
                          EQUITY**Common
                          stock ($0.001 par value, 100,000,000 shares authorized;14,764,500
                          and 8,076,750 shares issued and outstandingas
                          of March 31, 2006 and December 31, 2005 respectively)
                      
                      
                      
                      14,765
                      
                      
                      14,865
                      
                      
                      8,076Additional
                          paid-in capital
                      
                      
                      
                      569,873
                      
                      
                      747,206
                      
                      
                      401,811Retained
                          (deficit)
                      
                      
                      
                      (378,474
                      )
                      
                      (555,808
                      )
                      
                      (308,703
                      )**Total
                          Stockholders' Equity**
                      
                      
                      
                      206,164
                      
                      
                      206,263
                      
                      
                      101,184**TOTAL
                          LIABILITIES****&
                          STOCKHOLDERS' EQUITY**
                      
                      
                      
                      294,728
                      
                      $
                      294,827
                      
                      $
                      300,397The
                          accompanying notes are an integral part of the financial
                          statements.
 4
  **Frezer,
                          Inc.****Unaudited
                          Statements of
                          Operations**
 **(Restated)**
                      
                      **(Restated)****Qtr.
                          Ended**
                      
                      **Qtr.
                          Ended**
                      
                      **Period
                          from inception**
                        **(May
                          2, 2005)****March
                          31,**
                      
                      **March
                          31,**
                      
                      **to
                          March 31, 2006****2006**
                      
                      **2006****REVENUES**
                      
                      $
                      
                      $
                      
                      $**Total
                          Revenues**
                      
                      -
                      
                      -
 **COSTS
                          AND EXPENSES**Research
                          & Development
                      
                      
                      84,410
                      
                      
                      84,410
                      
                      
                      84,410General
                          and administrative
                      
                      
                      162,701
                      
                      
                      162,701
                      
                      
                      471,404**Total
                          Costs and Expenses**
                      
                      
                      247,111
                      
                      
                      247,111
                      
                      
                      555,814**OPERATING
                          LOSS**
                      
                      
                      (247,111
                      )
                      
                      (247,111
                      )
                      
                      (555,814
                      )**OTHER
                          INCOME & (EXPENSES)**Interest
                          expense
                      
                      
                      -
                      
                      
                      -Interest
                          Income
                      
                      
                      6
                      
                      
                      6
                      
                      
                      6Other
                          income
                      
                      
                      177,334**Total
                          Other Income & (Expenses)**
                      
                      
                      177,340
                      
                      
                      6
                      
                      
                      6**NET
                          LOSS**
                      
                      **$**
                      (69,771
                      )
                      $
                      (247,105
                      )
                      **$**
                      (555,808
                      )**BASIC
                          AND DILUTED EARNINGS (LOSS) PER SHARE****BASIC
                          AND DILUTED EARNINGS (LOSS) PER SHARE**
                      
                      **$**
                      (0.01
                      )
                      $
                      (0.03
                      )
                      **$**
                      (0.07
                      )**WEIGHTED
                          AVERAGE NUMBER OF****COMMON
                          SHARES OUTSTANDING**
                      
                      
                      **9,368,241**
                      
                      
                      **9,368,241**
                      
                      
                      **8,401,384**The
                          accompanying notes are an integral part of the financial
                          statements.
  5
  **Frezer,
                        Inc.****Unaudited
                        Consolidated Statement of Stockholders' Equity****From
                        May 2, 2005 (Inception) through March 31, 2006**
  (**As**
                      
                      **Restated)**
                      
                      **Additional**
                      
                      **Additional****Common**
                      
                      **Common**
                      
                      
                      
                      **Paid-In**
                      
                      **Paid-in**
                      
                      **Retained**
                      
                      **Retained****Shares**
                      
                      **Amount**
                      
                      **Shares**
                      
                      **Amount**
                      
                      **Capital**
                      
                      **Capital**
                      
                      **Earnings**
                      
                      **Earnings**
                      
                      **Total**
                      
                      **Total****(As
                          Restated)**
                      
                      
                      
                      **(As
                          Restated)**
                      
                      
                      
                      (As
                          Restated)Shares
                          issued for cash and services May 4,2005
                      
                      
                      5,935,315
                      
                      
                      5,936
                      
                      
                      5,935,315
                      
                      
                      5,936
                      
                      
                      44,264
                      
                      
                      44,264
                      
                      
                      
                      
                      
                      
                      
                      
                      50,200
                      
                      
                      50,200Shares
                          issued for services May 4, 2005
                      
                      
                      100,000
                      
                      
                      100
                      
                      
                      100,000
                      
                      
                      100
                      
                      
                      900
                      
                      
                      900
                      
                      
                      
                      
                      
                      
                      
                      
                      1000
                      
                      
                      1,000Shares
                          issued for Cash November 10, 2005
                      
                      
                      1,650,000
                      
                      
                      1,650
                      
                      
                      1,650,000
                      
                      
                      1,650
                      
                      
                      245,850
                      
                      
                      245,850
                      
                      
                      
                      
                      
                      
                      
                      
                      247500
                      
                      
                      247,500Shares
                          issued for Cash November 23, 2005
                      
                      
                      333,333
                      
                      
                      333
                      
                      
                      333,333
                      
                      
                      333
                      
                      
                      99,667
                      
                      
                      99,667
                      
                      
                      
                      
                      
                      
                      
                      
                      100,000
                      
                      
                      100,000Shares
                          issued for services December 10, 2005
                      
                      
                      57,916
                      
                      
                      58
                      
                      
                      57,916
                      
                      
                      58
                      
                      
                      11,129
                      
                      
                      11,129
                      
                      
                      
                      
                      
                      
                      
                      
                      11187
                      
                      
                      11,187Net
                          Loss
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (308,703
                      )
                      
                      (308,703
                      )
                      
                      (308,703
                      )
                      
                      (308,703
                      )**Balance
                          March 31, 2006**
                      
                      
                      8,076,564
                      
                      
                      8,077
                      
                      
                      8,076,564
                      
                      
                      8,077
                      
                      
                      401,810
                      
                      
                      401,810
                      
                      
                      (308,703
                      )
                      
                      (308,703
                      )
                      
                      101,184
                      
                      
                      101,184Shares
                          issued for cash
                      
                      
                      500,000
                      
                      
                      500
                      
                      
                      500,000
                      
                      
                      500
                      
                      
                      149,500
                      
                      
                      149,500
                      
                      
                      
                      
                      
                      
                      
                      
                      150000
                      
                      
                      150,000Shares
                          issued for services
                      
                      
                      187,500
                      
                      
                      188
                      
                      
                      187,500
                      
                      
                      188
                      
                      
                      18,562
                      
                      
                      18,562
                      
                      
                      
                      
                      
                      
                      
                      
                      18750
                      
                      
                      18,750Shares
                          issued in lieu of compensation
                      
                      
                      6,100,000
                      
                      
                      6,100
                      
                      
                      6,100,000
                      
                      
                      6,100
                      
                      
                      0
                      
                      
                      177,334
                      
                      
                      
                      
                      
                      
                      
                      
                      6,100
                      
                      
                      183,434Net
                          Loss
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (69,771
                      )
                      
                      (247,105
                      )
                      
                      (69,771
                      )
                      
                      (247,105
                      )**Balance
                          March 31, 2006**
                      
                      
                      14,864,064
                      
                      
                      14,865
                      
                      
                      14,864,064
                      
                      
                      14,865
                      
                      
                      569,872
                      
                      
                      747,206
                      
                      
                      (378,474
                      )
                      
                      (555,808
                      )
                      
                      206,263
                      
                      
                      206,263The
                          accompanying notes are an integral part of the financial
                          statements.
 6




**Frezer****Statements
                    of Cash Flows**
  **(Restated)****Qtr
                      Ended**
                  
                  **Qtr
                      Ended**
                  
                  **Year
                      Ended****March
                      31,**
                  
                  **March
                      31,**
                  
                  **December
                      31,****2006**
                  
                  **2006**
                  
                  **2005****CASH
                      FLOWS FROM OPERATING ACTIVITIES**Net
                      (loss)
                  
                  $
                  (69,771
                  )
                  $
                  (247,105
                  )
                  $
                  (308,703
                  )Adjustments
                      to reconcile net loss to net cash (used in) providedby
                      operating activities:Stock
                      issued for services
                  
                  
                  18,750
                  
                  
                  18,750
                  
                  
                  12,187Stock
                      issued in lieu of compensation
                  
                  
                  6,100
                  
                  
                  183,434Increase/(decrease)
                      in accounts payable and accruals
                  
                  
                  (110,649
                  )
                  
                  (110,649
                  )
                  
                  199,213(Increase)/decrease
                      in prepaid expenses & deposits
                  
                  
                  (102,486
                  )
                  
                  (102,585
                  )
                  
                  (24,285
                  )***Net
                      Cash Provided by (Used in) Operating
                      Activities***
                  
                  
                  **(258,056**
                  **)**
                  
                  **(258,155**
                  **)**
                  
                  **(121,588**
                  **)****CASH
                      FLOWS FROM INVESTING ACTIVITIES**Purchase
                      of equipment
                  
                  
                  
                  
                  
                  
                  
                  
                  (1,180
                  )Issuance
                      of Notes & other receivable - related parties
                  
                  
                  (54,000
                  )
                  
                  (54,000
                  )
                  
                  (10,000
                  )***Net
                      Cash Provided by (Used in) Investing
                      Activities***
                  
                  
                  **(54,000**
                  **)**
                  
                  **(54,000**
                  **)**
                  
                  **(11,180**
                  **)****CASH
                      FLOWS FROM FINANCING ACTIVITIES**Common
                      stock issued for cash
                  
                  
                  150,000
                  
                  
                  150,000
                  
                  
                  397,700***Net
                      Cash Provided by (Used in) Financing
                      Activities***
                  
                  
                  **150,000**
                  
                  
                  **150,000**
                  
                  
                  **397,700*****Net
                      Increase (Decrease) in Cash***
                  
                  
                  **(162,056**
                  **)**
                  
                  **(162,155**
                  **)**
                  
                  **264,932*****Cash
                      at Beginning of Year***
                  
                  
                  **-**
                  
                  
                  **264,932**
                  
                  
                  **-*****Cash
                      at End of Year***
                  
                  **$**
                  **(162,056**
                  **)**
                  **$**
                  **102,777**
                  
                  **$**
                  **264,932*****Supplemental
                      Cash Flow Disclosures:***Cash
                      paid during period for interest
                  
                  $
                  
                  
                  $
                  -
                  
                  $Cash
                      paid during period for taxes
                  
                  $
                  
                  
                  $
                  
                  
                  $The
                      accompanying notes are an integral part of the financial
                      statements.






7




FREZER,
        INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 
 CONDENSED
        NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
 For
        period
        from January 1, 2006 to March 31, 2006
 
 
 GENERAL:
 
 The
        financial statements of Frezer, Inc. (the Company), included herein, have
        been
        prepared pursuant to the rules and regulations of the Securities and Exchange
        Commission and in accordance with accounting principles generally accepted
        in the United States of America.
 
 NOTE
        1.
        INTERIM FINANCIAL STATEMENTS
 
 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 from January 1, 2006 ending
        March 31, 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 ending December
        31,
        2005, included in Form 10K-SB, as amended, filed with the U.S. Securities
        and
        Exchange Commission.
 
 NOTE
        2.
        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
        3.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 A. 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.
 
 B. Basic
        Earnings per (loss) Share






8






FREZER,
        INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 
 CONDENSED
        NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
 For
        period
        from January 1, 2006 to March 31, 2006
 (continued)
  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
        loss per share amounts is computed by dividing the net loss by the weighted
        average number of common shares outstanding.  Diluted earnings per share
        are the same as basic earnings per share due to the lack of
        dilutive items in the Company.
 
 C. Cash
        and Cash Equivalents
 For
        purpose of reporting the statement of flows, cash and cash equivalents include
        highly liquid investments with investments with maturities of three months
        or
        less at the time of purchase.
 
 D. 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
        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
        March
        16, 2006 The Board of Directors issued 6,100,000 common shares to the management
        team of Frezer Inc. for compensation owed for fiscal year 2005, which ended
        December 31, 2005.
 
 On
        February 23, 2006 the Company also issued an additional 187,500 shares to
        various consultants assisting the Company with its business model
        implementation
  E. Use
        of
        Estimates
 
 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.
  F. Development
        Stage
 
 The
        Company continues to devote substantially all of its efforts in the development
        of its plan to develop and market intellectual property relating to the
        Company’s proprietary Cryo-Chip and develop and market intellectual property
        relating to Cryogenic Storage tank modifications for increased storage
        capacity
 
 G. Income
        Taxes




9




FREZER,
        INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 
 CONDENSED
        NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
 For
        period
        from January 1, 2006 to March 31, 2006
 (continued)
  The
        Company accounts for income taxes under the statement of Financial Accounting
        Statement No.109, Accounting for Income Taxes,’ (“SFAS109).  Under SFAS
        109, deferred tax assets and liabilities are recognized for the future tax
        consequences attributable to differences between the financial
        statement-carrying basis.
         Deferred tax assets and liabilities are measured using enacted tax rates
        expected to apply to taxable income in the years in which those temporary
        differences are expected to be recovered or settled.  The effect
        on deferred
        tax assets and liabilities of a change in tax rates are recognized in the
        income
        in the period that included
        the enactment date
 
 *NOTE
          4. RESTATEMENT*
 
 The
          Company has effected a restatement of our financial statements as described
          below:
 
 The
          company initially erroneously accounted for the issuance of 6,100,000 common
          shares issued to the management team of Frezer Inc. on March 16, 2006 for
          compensation owed for fiscal year 2005 (“Management Stock Issuance”) as a credit
          to Common Stock of $6, 100 and a credit to Other Income of $177,334 with
          corresponding debits to Accrued Salaries for those amounts . As corrected,
          the
          appropriate credit entries should have been , and have been restated as,
          a
          credit to Common Stock of $6, 100 and a credit to Additional Paid in Capital
          of
          $177,334 .
 
 Originally
          reported and restated amounts are as follows:
  As
                      Originally Reported
                    March
                      31, 2006
                  
                  As
                      Restated
                    March
                      31, 2006Other
                      income
                  
                  $
                  177,334
                  
                  $
                  0Net
                      Loss
                  
                  $
                  (69,771
                  )
                  $
                  (247,105
                  )Additional
                      paid-in capital
                  
                  $
                  569,873
                  
                  $
                  747,206Retained
                      (deficit)
                  
                  $
                  (378,474
                  )
                  $
                  (555,808
                  )
 
  *NOTE
          5.   WARRANTS AND OPTIONS*
 There
        are
        no warrants or options outstanding to acquire any additional shares of common
        stock.
 
 *NOTE* *6.
            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 March 31, 2006 the company incurred rental expense of $11,454.
        Prior to June 3, 2006, the Company, on
  10




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.
 
 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.
 
 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.
  11
 
 FREZER,
        INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 
 CONDENSED
        NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
 For
        period
        from January 1, 2006 to March 31, 2006
 (continued)
  *NOTE
            7.  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 March 31, 2006 the year ended December 31, 2005 the Company
        raised
        cash through the issuance of equity securities totaling $150,000 and $397,000
        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
        8.   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 the Company feels it will be able to renew for a minimum
        of
        another twelve months on similar terms and conditions. There are no contingent
        payments, which the Company is required to make.  For the period ending on
        March 31, 2006 the company incurred rental expense of
        $11,454.






12




*NOTE
        9.* *INCOME
        TAXES*
   As
                of March 31, 2006Deferred
                tax assets:Net
                operating tax carry forwards
              
              $
              188,974Other
              
              
              -0-Gross
                deferred tax assets
              
              
              188,974Valuation
                allowance
              
              
              (188,974
              )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
          10. SCHEDULE OF NET OPERATING LOSSES*
 2005
                    Net Operating Loss
                
                $
                308,7032006
                    Net Operating Loss (three months)
                
                
                247,105Net
                    Operating Loss
                
                $
                555,808
 
 As
        of
        March 31, 2006, the Company has a net operating loss carry forward of
        approximately $555,808, which will expire 20 years from the date the loss
        was
        incurred.
  13
  FREZER,
        INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 
 CONDENSED
        NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
 For
        period
        from January 1, 2006 to March 31, 2006
 (continued)
   
 
 
 *NOTE
        1* *1.
        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.
 
 The
        Board’s decision was also motivated by the Company’s inability to locate space
        suitable for the operation




14




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.
 
 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.
  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.
 
 Plan
        of
        Operation.
 
 (i)
        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 our 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 the 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




15




Results
        Of
        Operations
 
 Three
        Month Period Ending March 31, 2006
 
 The
        Company experienced a net loss of $ 247,105 for the three-month period
        ended March 31, 2006.  Research and development expenditures comprised
        $84,410 of the $247,111 and $162,701 related to general and administrative
        expenses.
 
 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.
 
 16
  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.)
 
 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.
 
 17
 
 Item 3.   CONTROLS
        AND PROCEDURES
 
 (A)   Evaluation
        of Disclosure Controls and Procedures




Until
            August 28, 2006, the Company had considered its internal disclosure controls
            and
            procedures to be both adequate and effective. On August 28, 2006, both
            of the
            Board of Directors and David Koos, the Company’s CEO and Acting CFO, reevaluated
            the effectiveness of the design and operation of our disclosure controls
            and
            procedures as of March 31, 2006 and going forward and, based upon that
            evaluation, concluded that the Company’s disclosure controls and procedures were
            not effective in timely alerting management to material information relating
            to
            the Company which is required to be included in its periodic SEC filings.
 
 Disclosure
            controls and procedures are controls and other procedures that are designed
            to
            ensure that information required to be disclosed in Company reports filed
            or
            submitted under the Exchange Act is recorded, processed,
            summarized and reported, within the time periods specified in the Securities
            and
            Exchange Commission’s rules and forms. Disclosure controls and procedures
            include, without limitation, controls and procedures designed to ensure
            that
            information required to be disclosed in Company reports filed under the
            Exchange
            Act is accumulated and communicated to management, including the Chief
            Executive
            Officer and Acting Chief Financial Officer, to allow timely decisions
            regarding
            required disclosure.
 (B)   Changes
            in Internal Controls Over Financial Reporting




As
          of
          August 29, 2006, the Company changed its internal disclosure controls and
          procedures over financial reporting by:
 
 (a)
          adding
          a review committee (consisting of David Koos and Brian Pockett, the Company’s
          COO)to review its public disclosure documents, and
 
 (b)
          appointing David Koos to the position of Disclosure Coordinator. The Disclosure
          Coordinator will have overall responsibility for preparing a timetable
          and for
          following up with others to make sure that assigned tasks have been completed
          on
          a timely basis.
 
 Based
          on
          these changes, the Company feels that, as of August 29, 2006, internal
          disclosure controls and procedures currently in place shall be adequate
          going
          forward.
 Part
        II
 Item
        1:
        Legal Proceedings
 
 None
 Item
        2.
  Unregistered Sales of Equity Securities and Use of
        Proceeds
 
 On
        February 23, 2006, we closed the sale of 500,000 shares of common stock (“Common
        Stock”) to one purchaser, who is an accredited investor.  The net proceeds
        of that sale, which were $150,000, will be utilized for general working capital
        purposes.
 
 No
        underwriters were retained to serve as placement agents for the sale. The
        shares
        of Common Stock were sold directly through the management of the Company.
        No
        commission or other consideration was paid in connection with the sale of
        the
        shares of Common Stock. There was no advertisement or general solicitation
        made
        in connection with this Offer and Sale of Common Stock.
 
 In
        accordance with Rule 502(d) of Regulation D:
 
 Reasonable
        inquiry was made by Frezer to determine that the purchaser is acquiring the
        shares of Common Stock for himself;
 
 Written
        disclosure was given to each purchaser prior to sale 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.




18




The
        offer
        and sale of the shares of Common Stock was exempt from the registration
        provisions of the Securities website, has been made publicly available as
        of May
        1, 2006 pending approval from the Company’s Board of Directors.
 
 On
        February 23, 2006 the Company issued 150,000 shares of common stock to Mr.
        Louis
        Torio, an independent consultant from Las Vegas, NV, in consideration for
        agreeing to assist the Company over a six month period commencing on February
        23, 2005 in the Company’s efforts to locate potential facilities sites in San
        Diego, CA and Las Vegas, NV.  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 was the
        agreement by Mr. Torio to assist the Company, over a six month period commencing
        on February 23, 2005, in locating potential facilities sites in San Diego,
        CA
        and Las Vegas, NV. Mr. Torio 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
        Mr. Torio 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.
 
 As
        of May
        1, 2006, no suitable potential facilities sites in San Diego, CA or Las Vegas,
        NV have been located through the efforts of Mr. Torio. The issuance of shares
        was consideration to Mr. Torio for his agreement to assist the Company in
        locating potential facilities sites in San Diego, CA and Las Vegas, NV over
        a
        six month period commencing on February 23, 2005. There is no risk of forfeiture
        of the shares by Mr. Torio in the event that no such potential facilities
        sites
        are located through his efforts.
 
 On
        March
        16, 2006 The Board of Directors issued 6,100,000 common shares to the management
        team of Frezer Inc. for accrued compensation owed for fiscal year 2005.
 
 The
        offer
        and sale of the shares of Common Stock was exempt from the registration
        provisions of the Securities Act by reason of Section 4(2) thereof. Management
        made its determination of the availability of such exemption based upon the
        facts and circumstances surrounding the offer and sale of the shares of Common
        Stock, including the representations and warranties made by the purchasers
        and
        the fact that restrictive legends were placed on, and stop transfer orders
        placed against, the certificates for the shares of Common Stock.
 
 The
        use of
        proceeds was satisfaction of accrued salaries payable totaling
        $183,000.
 
 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


Act
        by
        reason of Section 4(2) thereof and Rule 506 of Regulation D thereunder.
        Management made its determination of the availability of such exemption based
        upon the facts and circumstances surrounding the offer and sale of the shares
        of
        Common Stock, including the representations and warranties made by the
        purchasers and the fact that restrictive legends were placed on, and stop
        transfer orders placed against, the certificates for the shares of Common
        Stock.
 
 The
        Use of
        Proceeds was working capital.
 
 On
        February 23, 2006 the Company issued 25,000 shares of common stock to Mr.
        Ron
        Paugh, an independent consultant from Reno, NV, in exchange for services
        rendered by Mr. Paugh consisting of assisting the Company in locating and
        introducing the Company to marketing professionals with the ability to assist
        the Company in developing an overall marketing and public relations campaign
        aimed at branding and public awareness. 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 Mr. Paugh. Mr. Paugh 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.
 
 19
 Written
        disclosure was given to Mr. Paugh   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.
 
 The
        Company is currently in discussions with marketing professionals introduced
        by
        Mr. Paugh.
 
 On
        February 23, 2006 the Company issued 12,500 shares of common stock to Mr.
        Richard Owen, an independent consultant from San Diego, CA, in exchange for
        services rendered by Mr. Owen consisting of assistance in brochure design,
        trade
        show planning and creation of for the Company’s website. These shares were in
        addition to 57,916 common shares which were issued to Mr. Owen in December,
        2005. 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 Mr. Owen.  Mr. Owen
        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 Mr. Owen   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.
 
 No
        work
        produced by Mr. Owen, namely designs for brochures and the prototype for
        the
        Company’s proposed 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.
 
 20
  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.
 
 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 January 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 Officer *31.3
                Certification
                    of Chief Executive Officer dated August 18,
                    2006.*31.5
                Certification
                    of Chief Executive Officer dated August 30,200631.2
                Certification
                    of Acting Chief Financial Officer*31.4
                Certification
                    of Acting Chief Financial Officer dated August
                    18,2006.*31.6
                Certification
                    of Acting Chief Financial Officer dated August 30,200632.1
                Certification
                    of Chief Executive Officer under Section 906 of the Sarbanes-Oxley
                    Act of
                    2002.*32.3
                Certification
                    of Chief Executive Officer under Section 906 of the Sarbanes-Oxley
                    Act of
                    2002 dated August 18,2006.*32.5
                Certification
                    of Chief Executive Officer under Section 906 of the Sarbanes-Oxley
                    Act of
                    2002 dated August 30,200632.2
                Certification
                    of Acting Chief Financial Officer under Section 906 of the Sarbanes-Oxley
                    Act of 2002.*32.4
                Certification
                    of Acting Chief Financial Officer under Section 906 of the Sarbanes-Oxley
                    Act of 2002. dated August 18,2006.*32.6
                Certification
                    of Acting Chief Financial Officer under Section 906 of the Sarbanes-Oxley
                    Act of 2002. dated August 30,200610.1*
                Promissory
                    Note from Bio-Matrix Scientific Group, Inc. dated 1/5/2006 in
                    the amount
                    of 10,00010.2*
                Promissory
                    Note from Bio-Matrix Scientific Group, Inc. dated2/3/2006  in the
                    amount of 14,00010.3*
                Promissory
                    Note from AFN Trust. dated 1/16/2006  in the amount of$20,00010.4*
                Agreement
                    by and between Frezer and Bio-Technology Partners Business Trust10.5*
                Promissory
                    Note from Bio-Matrix Scientific Group, Inc. dated 1/6/2006 in
                    the amount
                    of 10,000
  *Filed
        Previously
  21
  
 SIGNATURES
 
 In
        accordance with the requirements of the Exchange Act, the Company caused
        this
        report to be signed on its behalf by the undersigned, thereunto duly
        authorized.




FREZER,
                  INC., a Nevada corporationBy:
              /s/
                  David KoosChief
                  Executive OfficerDate:
                  August 30, 2006
 
 22