U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________



FORM 10-QSB



xQUARTERLY 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 X  No



As of May 1, 2006, 14,864,064 shares of the issuer's Common Stock, $.0001 par value per share, were outstanding.



Transitional Small Business Disclosure Format Yes ̈ Nox























1









|PART I.  | FINANCIAL INFORMATION                                                                 |   
|-------- | ------------------------------------------------------------------------------------- | --
|         |                                                                                       |   
|Item 1.  | Financial Statements                                                                  | 3 
|         |                                                                                       |   
|         | Balance Sheet                                                                         | 4 
|         |                                                                                       |   
|         | Statements of Operations                                                              | 6 
|         |                                                                                       |   
|         | Statement of Changes in Stockholders' Equity                                          | 7 
|         |                                                                                       |   
|         | Statements of Cash Flows                                                              | 8 
|         |                                                                                       |   
|         | Notes to Financial Statements                                                         | 9 
|         |                                                                                       |   
|         |                                                                                       |   
|         |                                                                                       |   
|Item 2.  | Management's Discussion and Analysis of Financial Condition and Results of Operations | 12
|         |                                                                                       |   
|Item 3.  | Controls and Procedures                                                               | 14
|         |                                                                                       |   
|PART II. | OTHER INFORMATION                                                                     |   
|         |                                                                                       |   
|Item 1.  | Legal Proceedings                                                                     | 15
|         |                                                                                       |   
|Item 2.  | Unregistered Sales of Equity Securities and Use of Proceeds                           | 17
|         |                                                                                       |   
|Item 3.  | Defaults upon Senior Securities                                                       | 17
|         |                                                                                       |   
|Item 4.  | Submission of Matters to a Vote of Security Holders                                   | 17
|         |                                                                                       |   
|Item 5.  | Other Information                                                                     | 17
|         |                                                                                       |   
|Item 6.  | Exhibits                                                                              | 18
|         |                                                                                       |   
|         | Signatures                                                                            | 19









































2







PART I:

Item 1

Armando C. Ibarra, C.P.A.                                                             Members of the California Society of Certified Public Accountants

Armando Ibarra, Jr., C.P.A., JD                                                     Members of the American Institute of Certified Public Accountants

Registered with the Public Company Accounting Oversight Board





To the Board of Directors of

Frezer, Inc.





INDEPENDENT ACCOUNTANTS REPORT





We have reviewed the accompanying balance sheet of Frezer, Inc. as of March 31 , 2006, and the related statements of operations, changes in stockholders equity, and cash flows for the three months ended 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 standards of the Public Company Accounting Oversight Board (United States).  A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.



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.







/s/Armando C. Ibarra

Armando C. Ibarra, CPA-APC



May 17, 2006



Chula Vista, California































3





FREZER, INC.



UNAUDITED INTERIM FINANCIAL STATEMENTS



FREZER, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

March 31, 2006 and December 31, 2005

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The accompanying notes are an integral part of the financial statements



4







FREZER, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

March 31, 2006 and December 31, 2005

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The accompanying notes are an integral part of the financial statements









5









FREZER, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

For the period commencing May 2, 2005 (inception) and ending December 31, 2005 and cumulative from inception (May 2, 2005) to March 31, 2006





| |                                                                       |   | 3 Months  Ended | Cumulative Totals from inception to
| | --------------------------------------------------------------------- | - | --------------- | -----------------------------------
| |                                                                       |   | March 31,       | (May 2, 2005) -    to March 31,    
| |                                                                       |   | 2006            | 2006                               
| |                                                                       |   |                 |                                    
| |                                                                       |   | (unaudited)     | (unaudited)                        
| | REVENUES                                                              |   |                 |                                    
| |                                                                       | $ |                 |                                    
| |                                                                       |   |                 |                                    
| |                                                                       |   |                 |                                    
| |                                                                       |   |                 |                                    
| | Total Revenues                                                        |   | -               | -                                  
| |                                                                       |   |                 |                                    
| | COSTS AND EXPENSES                                                    |   |                 |                                    
| | Research & Development                                                |   | 84,410          | 84,410                             
| | General and administrative                                            |   | 162,701         | 471,404                            
| |                                                                       |   |                 |                                    
| |                                                                       |   |                 |                                    
| |                                                                       |   |                 |                                    
| |                                                                       |   |                 |                                    
| | Total Costs and Expenses                                              |   | 247,111         | 555814                             
| |                                                                       |   |                 |                                    
| |                                                                       |   |                 |                                    
| |                                                                       |   |                 |                                    
| | OPERATING LOSS                                                        |   | (247,111)       | (555814
)                          
| |                                                                       |   |                 |                                    
| | OTHER INCOME & (EXPENSES)                                             |   |                 |                                    
| |                                                                       |   |                 |                                    
| | Interest expense                                                      |   | -               | -                                  
| | Interest Income                                                       |   | 6               | 6                                  
| | Other income ( gain on payment of accrued salaries with Common Stock) |   | 177,334         | 177,334                            
| |                                                                       |   |                 |                                    
| |                                                                       |   |                 |                                    
| | Total Other Income & (Expenses)                                       |   | 177,340         | 177,340                            
| |                                                                       |   |                 |                                    
| |                                                                       |   |                 |                                    
| |                                                                       |   |                 |                                    
| | NET LOSS                                                              | $ | (69,771)        | (378,474)                          
| |                                                                       |   |                 |                                    
| |                                                                       |   |                 |                                    
| |                                                                       |   |                 |                                    
| | BASIC AND DILUTED EARNINGS (LOSS) PER SHARE                           |   | (0.01)          | (.045)                             
| |                                                                       |   |                 |                                    
| | Weighted Average number of Shares Outstanding                         | $ | 9,368,241       | 8,401,384                          



The accompanying notes are an integral part of the financial statements







6













FREZER, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CHANGES IN SHAREHOLDER DEFICIT



For the period commencing May 2, 2005 (inception) and ending March 31, 2006







|                                               |            |         | Additional |           |          
|---------------------------------------------- | ---------- | ------- | ---------- | --------- | ---------
|                                               | Common     | Paid-in | Retained   |          
|                                               | Shares     | Amount  | Capital    | Earnings  | Total    
|                                               |            |         |            |           |          
|                                               |            |         |            |           |          
|Shares issued for cash and services May 4,2005 | 6,035,501  | 6,036   | 45,164     |           | 51,200   
|                                               |            |         |            |           |          
|Shares issued for Cash November 10, 2005       | 1,650,000  | 1,650   | 245,850    |           | 247,500  
|                                               |            |         |            |           |          
|Shares issued for Cash November 23, 2005       | 333,333    | 333     | 99,667     |           | 100,000  
|                                               |            |         |            |           |          
|Shares issued for services December 10, 2005   | 57,916     | 58      | 11,129     |           | 11,187   
|                                               |            |         |            |           |          
|Net Loss                                       |            |         |            | (308,703) | (308,703)
|Balance December 31, 2005                      | 8,076,564  | 8,077   | 401,810    | (308,703) | 101,184  
|                                               |            |         |            |           |          
|Shares issued for cash                         | 500,000    | 500     | 149,500    |           | 150,000  
|                                               |            |         |            |           |          
|Shares issued for services                     | 187,500    | 188     | 18,562     |           | 18,750   
|                                               |            |         |            |           |          
|Shares issued in lieu of compensation          | 6,100,000  | 6,100   | 0          |           | 6,100    
|                                               |            |         |            |           |          
|Net Loss                                       |            |         |            | (69,771)  | (69,771) 
|Balance March 31, 2006                         | 14,864,064 | 14,865  | 569,872    | (378,474) | 206,263  
|                                               |            |         |            |           |          



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



7









|FREZER, INC.                                                                                                                                
|--------------------------------------------------------------------------------------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                                                                                               
|STATEMENT OF CASH FLOWS                                                                                                                     
|For the period commencing May 2, 2005 (inception)and ending December 31, 2005 and cumulative from inception (May 2, 2005)  to March 31, 2006





|                                                                 |   |                |  |   | For the period commencing with inception
|---------------------------------------------------------------- | - | -------------- |  | - | ----------------------------------------
|                                                                 |   | 3 Months Ended |  |   | (May 2, 2005)  and ending               
|                                                                 |   | March 31,      |  |   | March 31,                               
|                                                                 |   | 2006           |  |   | 2006                                    
|                                                                 |   |                |  |   | _____________________                   
|                                                                 |   |                |  |  
|CASH FLOWS FROM OPERATING ACTIVITIES                             |   |                |  |  
|                                                                 |   |                |  |  
|Net (loss)                                                       | $ | (69,771)       |  | $ | (378,474)                               
|Adjustments to reconcile net loss to net cash (used in) provided |   |                |  |   |                                         
|by operating activities:                                         |   |                |  |   |                                         
|Stock issued for services                                        |   | 18,750         |  |   | 30,937                                  
|Stock issued in lieu of compensation                             |   | 6,100          |  |   | 6,100                                   
|Increase/(decrease) in accounts payable and accruals             |   | (110,649)      |  |   | 88,564                                  
|(Increase)/decrease in prepaid expenses & deposits               |   | (102,486)      |  |   | (126,771)                               
|                                                                 |   |                |  |   | _____________________                   
|                                                                 |   |                |  |   |                                         
|Net Cash Provided by (Used in) Operating Activities              |   | (258,056)      |  |   | (379,644)                               
|                                                                 |   |                |  |   |                                         
|CASH FLOWS FROM INVESTING ACTIVITIES                             |   |                |  |   |                                         
|                                                                 |   |                |  |   |                                         
|Purchase of equipment                                            |   |                |  |   | (1,180)                                 
|Issuance of Notes & other receivable - related parties           |   | (54,000)       |  |   | (64,000)                                
|                                                                 |   |                |  |   | ____________________                    
|                                                                 |   |                |  |   |                                         
|Net Cash Provided by (Used in) Investing Activities              |   | (54,000)       |  |   | (65,180)                                
|                                                                 |   |                |  |   |                                         
|CASH FLOWS FROM FINANCING ACTIVITIES                             |   |                |  |   |                                         
|                                                                 |   |                |  |   |                                         
|Common stock issued for cash                                     |   | 150,000        |  |   | 547,770                                 
|                                                                 |   |                |  |   | _____________________                   
|                                                                 |   |                |  |   |                                         
|Net Cash Provided by (Used in) Financing Activities              |   | 150,000        |  |   | 547,770                                 
|                                                                 |   |                |  |   |                                         
|                                                                 |   |                |  |   | _____________________                   
|                                                                 |   |                |  |   |                                         
|Net Increase (Decrease) in Cash                                  |   | (162,056)      |  |   | (162,056)                               
|                                                                 |   |                |  |   |                                         
|Cash at Beginning of Period                                      |   | 264,932        |  |   | 0                                       
|                                                                 |   |                |  |   | _____________________                   
|                                                                 |   |                |  |   |                                         
|Cash at End of Period                                            | $ | 102,876        |  | $ | 102,876                                 





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







8











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. The Company's activities to date have consisted primarily of organizational activities. The Company intends to operate in the field of stem cell banking and regenerative medicine.



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



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











9





FREZER, INC.

(A DEVELOPMENT STAGE COMPANY)



CONDENSED NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS

For period from January 1, 2006 to March 31, 2006



NOTE 3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-continued



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 operate in the field of stem cell banking and regenerative medicine.



G.   Income Taxes



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





10







FREZER, INC.

(A DEVELOPMENT STAGE COMPANY)



CONDENSED NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS

For period from January 1, 2006 to March 31, 2006



G.   Income Taxes - continued



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.  There were no current nor deferred income tax expenses or benefits due to the fact that the Company did not have any material operations for the period from January 1, 2006 through March 31, 2006.



NOTE 4.   WARRANTS AND OPTIONS



There are no warrants or options outstanding to acquire any additional shares of common stock.





NOTE 5.   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. There are no contingent payments which the Company is required to make. For the period beginning January 1, 2006 and ending on March 31, 2006 the company incurred rental expense of $11,454. Prior to June 3, 2006, the Company, on limited occasions, utilized office space and certain administrative support services provided by its former parent company at no charge.



During the period beginning on January 1, 2006 and ending on March 31, 2006, the Company loaned $34,000 to its former parent. As consideration for these loans, the Company received promissory notes bearing simple interest at the rate of 10% per annum. All notes are due and payable on December 30, 2006.



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.





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





NOTE 6.  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 7.   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.





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) To date, we have engaged primarily in organizational activities. Over the next twelve months, we do not anticipate that we will require additional funds to pay for the costs of setting up the stem cell banks facility envisioned and developing the proposed product lines.  .







Results Of Operations



Three Month Period Ending March 31, 2006



12







The Company experienced a net loss of $ 247,111 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.



Liquidity And Capital Resources



We believe that we have cash reserves and other current assets which will be sufficient to allow us to lease and make operational a stem cell banking facility, but would not be sufficient to fund commercialization of the Cryo-Chip.



Over the next twelve months:



 Frezer intends to identify key research personnel and consultants, locate and lease a research laboratory facility, perform tenant improvements, create a budget for equipment, lease, or purchase pre owned, additional stem cell bank cryogenic equipment, commence marketing campaigns.  Frezer estimates that this will require between $10,000 to $45,000.





 Frezer intends to identify and lease a stem cell bank location, form alliances with other entities conducting stem cell therapy research, and continue development of our proprietary Cryo-Chip technology.  Frezer estimates that this will require approximately $45,000 to $55,000.





 Frezer intends to, and, if development reaches the stage of reasonable certainty of operation, file our initial patent application on our Cryo-Chip technology and trademark the brand name Frezer for use with computerized units for storing biological specimens.  Frezer estimates that this will require approximately $100,000 to $120,000





While Frezer anticipates generation of revenues by late 2006 through our business activities, primarily cryogenic storage of tissue samples either at our own facility, should we acquire one, or by contracting with existing facilities, Frezer can provide no assurance that we will actually do so.





As the Companys business model develops and upon realization of revenues, it anticipates attempting to raise further funding of about $1.5 million to $1.8 million which, in the event that $1.8 million is raised, will be utilized as follows, such utilization to commence when and if funding is achieved, of which we can give no assurance:



·

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.





·

Approximately $300,000 to $475,000 to be utilized on testing and quality assurance activities.





13







·

Approximately $175,000 to $250,000 to be utilized for marketing activities such as our web strategy, PR Guide, educational seminars, media advertising and physicians guide.





Any funds not utilized for the aforementioned activities shall be utilized for working capital.





Future Funding Requirements





At this time, we plan 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.)





We anticipate, in the event that funding is obtained and revenues are realized, to engage in the following research and development activities over the period beginning on October 1, 2006 and ending on October 1, 2007:





(a) Development of a stem cell cryogenic research facility, conduct research on stem cell differentiation and expansion.





(b) Development of our proprietary Cryo-Chip. The cryogenic chip that will greatly reduce storage requirements for stem cells.





We anticipate leasing or purchasing, in the event that funding is obtained, an existing stem cell bank or to build a stem cell bank in the event an existing one is not available.





The Company anticipates hiring 5 additional full time researchers to be led by the Companys President Geoffrey ONeill, Ph.D. in conducting regenerative medical research with stem cells.





Item 3.   CONTROLS AND PROCEDURES



(A)   Evaluation of Disclosure Controls and Procedures



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

(B)   Changes in Internal Controls Over Financial Reporting



In connection with the evaluation of the Company's internal controls during the period commencing on January 1, 2006 and ending March 31, 2006, David Koos, who is both the Company's Principal Executive Officer and Principal Financial Officer has determined that there are no changes to the Company's internal controls over financial reporting



14





that has materially affected, or is reasonably likely to materially effect, the Company's internal controls over financial reporting.







Part II



Item 1: Legal Proceedings



None



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



1. 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.





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 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.





2. On February 23, 2005 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



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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.





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.





3. On February 23, 2005 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 website, has been made publicly available as of May 1, 2006 pending approval from the Companys Board of Directors.



4. On February 23, 2005 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



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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 either 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.



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 July 1, 2005 and ending as of the date of this report through the solicitation of proxies or otherwise.



Item 5.   Other Information



None.























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Item 6.   Exhibits













|31.1 | Certification of Chief Executive Officer                                                            
|---- | ----------------------------------------------------------------------------------------------------
|     |                                                                                                     
|31.2 | Certification of Acting Chief Financial Officer                                                     
|     |                                                                                                     
|32.1 | Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.       
|     |                                                                                                     
|32.2 | Certification of Acting Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
|10.1 | Promissory Note from Bio-Matrix Scientific Group, Inc. dated 1/5/2006 in the amount of 10,000       
|10.2 | Promissory Note from Bio-Matrix Scientific Group, Inc. dated2/3/2006  in the amount of 14,000       
|10.3 | Promissory Note from AFN Trust. dated 1/16/2006  in the amount of $20,000                           
|10.4 | Agreement by and between Frezer and Bio-Technology Partners Business Trust                          
|10.5 | Promissory Note from Bio-Matrix Scientific Group, Inc. dated 1/6/2006 in the amount of 10,000       





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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.



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 Delaware corporation
| |                                     
| | By                                  
| | /s/David Koos                       
| | Chief Executive Officer             
| | Date:May 17, 2006                   
| |                                     
| |                                     
| |                                     











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