U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-QSB





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


SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      quarterly period ended March 31, 2007





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


SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      transition period from __________ to __________





Commission
      file number 0-51336




Frezer,
      Inc.


(Exact
      name of small business issuer as specified in its charter)




Nevada
            20-2777600(State
                or other jurisdiction of
            (I.R.S.
                employerincorporation
                or organization)
            identification
                number)





936A
                Beachland Boulevard, Suite 13Vero
                Beach, FL
            32963(Address
                of principal executive offices)
            (Zip
                Code)




Issuer's
      telephone number: (772) 231-7544





1010
      University Avenue, Suite 40


San
      Diego, CA 92103


(Former
      name, former address and former


fiscal
      year, if changed since last report)





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 o.





Check
      whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
      Act). Yes x No o.





APPLICABLE
      ONLY TO CORPORATE ISSUERS





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date: 82,834,064 shares of Common Stock, par value
      $.0001 per share, outstanding as of May 14, 2007.





Transitional
      Small Business Disclosure Format (Check one):  Yes
o
      No x








**FREZER,
      INC.**




**-
      INDEX -**





Page**PART
                I - FINANCIAL INFORMATION:**Item
                1. Financial Statements
            
            
            F-1Condensed
                Balance Sheets as of March 31, 2007 (unaudited) and December 31,
                2006
            
            
            F-2Condensed
                Statements of Operations for the Three Months Ended March 31, 2007
                and
                2006 (unaudited) and for the Cumulative Period from May 2, 2005
                (Inception) to March 31, 2007 (unaudited)
            
            
            F-3Condensed
                Statement of Changes in Stockholders’ Equity (Deficit) for the Cumulative
                Period from May 2, 2005 (Inception) to March 31, 2007
                (unaudited)
            
            
            F-4Condensed
                Statements of Cash Flows for the Three Months Ended March 31, 2007
                and
                2006 (unaudited) and for the Cumulative Period from May 2, 2005
                (Inception) to March 31, 2007 (unaudited)
            
            
            F-5Notes
                to Condensed Financial Statements (unaudited)
            
            
            F-6Item
                2. Management's Discussion and Analysis or Plan of
                Operation
            
            
            1Item
                3. Controls and Procedures
            
            
            3**PART
                II - OTHER INFORMATION:**Item
                1. Legal Proceedings
            
            
            3Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            
            
            3Item
                3. Defaults Upon Senior Securities
            
            
            3Item
                4. Submission of Matters to a Vote of Security Holders
            
            
            4Item
                5. Other Information
            
            
            4Item
                6. Exhibits
            
            
            4Signatures
            
            
            6









**PART
      I - FINANCIAL INFORMATION**




**Item
      1. Financial Statements.**





Statements
      made in this Form 10-QSB (the “Quarterly Report”) that are not historical or
      current facts are "forward-looking statements" made pursuant to the safe harbor
      provisions of Section 27A of the Securities Act of 1933, as amended (the
      "Securities Act"), and Section 21E of the Securities Exchange Act of 1934,
      as
      amended (the “Exchange Act”). These statements often can be identified by the
      use of terms such as "may", "will", "expect", "believe", "anticipate",
      "estimate", "approximate", or "continue", or the negative thereof. Frezer,
      Inc.
      (the "Company") intends that such forward-looking statements be subject to
      the
      safe harbors for such statements. The Company wishes to caution readers not
      to
      place undue reliance on any such forward-looking statements, which speak only
      as
      of the date made. Any forward-looking statements represent management's best
      judgment as to what may occur in the future. However, forward-looking statements
      are subject to risks, uncertainties and important factors beyond the control
      of
      the Company that could cause actual results and events to differ materially
      from
      historical results of operations and events and those presently anticipated
      or
      projected. These factors include adverse economic conditions, entry of new
      and
      stronger competitors, inadequate capital and unexpected costs. The Company
      disclaims any obligation subsequently to revise any forward-looking statements
      to reflect events or circumstances after the date of such statement or to
      reflect the occurrence of anticipated or unanticipated events.




F-1




**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Condensed
      Balance Sheets**





**March
                31,**
            
            **December
                31,****2007**
            
            **2006****(Unaudited)****Assets**Current
                assetsCash
                and cash equivalents
            
            $
            43,575
            
            $
            230Restricted
                cash
            
            
            25,000
            
            
            -Prepaid
                expenses and other assets
            
            
            -
            
            
            10,834Total
                current assets
            
            
            68,575
            
            
            11,064Deposits
            
            
            -
            
            
            3,942Total
                assets
            
            $
            68,575
            
            $
            15,006**Liabilities
                and Stockholders' Equity (Deficit)**Current
                liabilitiesAccounts
                payable
            
            $
            1,655
            
            $
            4,547Accrued
                expenses
            
            
            27,000
            
            
            13,377Accrued
                interest
            
            
            -
            
            
            2,557Notes
                payable
            
            
            -
            
            
            86,145Total
                current liabilities
            
            
            28,655
            
            
            106,626Stockholders'
                Equity (Deficit)Common
                stock, $0.001 par value; 100,000,000 sharesauthorized;
                82,834,064 and 22,974,064 shares issuedand
                outstanding as of March 31, 2007 and December 31, 2006,
                respectively
            
            
            82,834
            
            
            22,974Additional
                paid-in capital
            
            
            1,553,237
            
            
            1,240,097(Deficit)
                accumulated during the development stage
            
            
            (1,596,151
            )
            
            (1,354,691
            )Total
                stockholders' equity (deficit)
            
            
            39,920
            
            
            (91,620
            )Total
                liabilities and stockholders' equity (deficit)
            
            $
            68,575
            
            $
            15,006




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


F-2




**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Condensed
      Statements of Operations**





**Cumulative****Period
                From****May
                2, 2005****Three
                Months Ended**
            
            **(Inception)
                To****March
                31,**
            
            **March
                31,****2007**
            
            **2006**
            
            **2007****(Unaudited)**
            
            **(Unaudited)**
            
            **(Unaudited)**Revenue
            
            $
            -
            
            $
            -
            
            $
            -Operating
                expensesResearch
                and development
            
            
            -
            
            
            84,410
            
            
            392,412General
                and administrative
            
            
            155,898
            
            
            162,701
            
            
            1,120,453Total
                operating expenses
            
            
            155,898
            
            
            247,111
            
            
            1,512,865Loss
                from operations
            
            
            (155,898
            )
            
            (247,111
            )
            
            (1,512,865
            )Other
                income (expense)Interest
                income
            
            
            -
            
            
            6
            
            
            2,802Interest
                (expense)
            
            
            (3,659
            )
            
            -
            
            
            (6,446
            )Other
                income
            
            
            309,623
            
            
            -
            
            
            311,884Other
                (expense)
            
            
            (391,526
            )
            
            -
            
            
            (391,526
            )Net
                (loss)
            
            $
            (241,460
            )
            $
            (247,105
            )
            $
            (1,596,151
            )Net
                (loss) per share - basic and diluted
            
            $
            (.004
            )
            $
            (.026
            )Weighted
                average number of shares of outstanding - basic and
                diluted
            
            
            55,057,397
            
            
            9,368,241




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


F-3


**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Condensed
      Statement of Stockholders’ Equity (Deficit)**


**For
      the Cumulative Period From May 2, 2005 (Inception) to March 31, 2007
      (Unaudited)**





**Deficit****Accumulated**
            
            **Total****Additional**
            
            **during
                the**
            
            **Stockholders'****Common
                Stock**
            
            **Paid-In**
            
            **Development**
            
            **Equity****Shares**
            
            **Amount**
            
            **Capital**
            
            **Stage**
            
            **(Deficit)****Balances
                at May 2, 2005**
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Issuance
                of common stock for cash and servicesrendered
                at $0.008 per share on May 4, 2005
            
            
            5,935,315
            
            
            5,936
            
            
            44,264
            
            
            -
            
            
            50,200Issuance
                of common stock for services renderedat
                $0.01 per share on May 4, 2005
            
            
            100,000
            
            
            100
            
            
            900
            
            
            -
            
            
            1,000Issuance
                of common stock for cash at $0.15 pershare
                on November 10, 2005
            
            
            1,650,000
            
            
            1,650
            
            
            245,850
            
            
            -
            
            
            247,500Issuance
                of common stock for cash at $0.30 pershare
                on November 23, 2005
            
            
            333,333
            
            
            333
            
            
            99,667
            
            
            
            
            
            100,000Issuance
                of common stock for services renderedat
                $0.19 per share on December 10, 2005
            
            
            57,916
            
            
            58
            
            
            11,129
            
            
            
            
            
            11,187Net
                (loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            (308,703
            )
            
            (308,703
            )**Balances
                at December 31, 2005**
            
            
            8,076,564
            
            $
            8,077
            
            $
            401,810
            
            $
            (308,703
            )
            $
            101,184Issuance
                of common stock for cash at $0.30 pershare
                on February 23, 2006
            
            
            500,000
            
            
            500
            
            
            149,500
            
            
            -
            
            
            150,000Issuance
                of common stock for services renderedat
                $0.10 per share on February 23, 2006
            
            
            187,500
            
            
            187
            
            
            18,563
            
            
            -
            
            
            18,750Issuance
                of common stock for services renderedat
                $0.03 per share on March 16, 2006
            
            
            6,100,000
            
            
            6,100
            
            
            177,334
            
            
            -
            
            
            183,434Issuance
                of common stock for services renderedat
                $0.30 per share on May 23, 2006
            
            
            670,000
            
            
            670
            
            
            200,330
            
            
            
            
            
            201,000Issuance
                of common stock in lieu of compensationat
                $0.04 per share on December 21, 2006
            
            
            7,440,000
            
            
            7,440
            
            
            292,560
            
            
            
            
            
            300,000Net
                (loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,045,988
            )
            
            (1,045,988
            )**Balances
                at December 31, 2006**
            
            
            22,974,064
            
            $
            22,974
            
            $
            1,240,097
            
            $
            (1,354,691
            )
            $
            (91,620
            )Return
                of common stock originally issued onDecember
                21, 2006 in lieu of compensationon
                January 26, 2007
            
            
            (7,440,000
            )
            
            (7,440
            )
            
            (292,560
            )
            
            -
            
            
            (300,000
            )Issuance
                of common stock for cash at $0.01 pershare
                on February 9, 2007
            
            
            63,900,000
            
            
            63,900
            
            
            575,100
            
            
            -
            
            
            639,000Issuance
                of common stock for services renderedat
                $0.01 per share on February 27, 2007
            
            
            3,400,000
            
            
            3,400
            
            
            30,600
            
            
            -
            
            
            34,000Net
                (loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            (241,460
            )
            
            (241,460
            )**Balances
                at March 31, 2007**
            
            
            82,834,064
            
            $
            82,834
            
            $
            1,553,237
            
            $
            (1,596,151
            )
            $
            39,920




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


F-4


**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Condensed
      Statements of Cash Flows**





**Cumulative****Period
                From****May
                2, 2005****Three
                Months Ended**
            
            **(Inception)
                To****March
                31,**
            
            **March
                31,****2007**
            
            **2006**
            
            **2007****(Unaudited)**
            
            **(Unaudited)**
            
            **(Unaudited)****Cash
                Flows From Operating Activities**Net
                (loss)
            
            $
            (241,460
            )
            $
            (247,105
            )
            $
            (1,596,151
            )Adjustments
                to reconcile net (loss) to netcash
                (used in) operating activities:Common
                stock issued for services
            
            
            34,000
            
            
            18,750
            
            
            265,937Common
                stock issued in lieu of compensation
            
            
            -
            
            
            183,434
            
            
            -Reversal
                of accrued payroll and other liabilities
            
            
            (309,623
            )
            
            -
            
            
            (309,623
            )Write-off
                of prepaid expenses and other assets
            
            
            14,775
            
            
            -
            
            
            14,775Depreciation
                expense
            
            
            -
            
            
            -
            
            
            1,180Changes
                in operating assets and liabilities:Restricted
                cash
            
            
            (25,000
            )
            
            -
            
            
            (25,000
            )Prepaid
                expenses and other assets
            
            
            -
            
            
            (102,585
            )
            
            (10,834
            )Accounts
                payable
            
            
            565
            
            
            -
            
            
            5,112Accrued
                expenses
            
            
            19,790
            
            
            (110,649
            )
            
            33,167Accrued
                interest
            
            
            (2,557
            )
            
            -
            
            
            -Net
                  cash (used in)operating
                  activities
            
            
            (509,510
            )
            
            (258,155
            )
            
            (1,621,437
            )**Cash
                Flows From Investing Activities**Issuance
                  of notes and other receivablesto
                  related parties
            
            
            -
            
            
            (54,000
            )
            
            -Purchase
                of property and equipment
            
            
            -
            
            
            
            
            
            (1,180
            )Increase
                in deposit
            
            
            -
            
            
            -
            
            
            (3,942
            )Net
                cash (used in) investing activities
            
            
            -
            
            
            (54,000
            )
            
            (5,122
            )**Cash
                Flows From Financing Activities**Proceeds
                from borrowings on notes payable
            
            
            9,998
            
            
            -
            
            
            96,143Repayment
                of notes payable
            
            
            (96,143
            )
            
            -
            
            
            (96,143
            )Proceeds
                from issuance of common stock
            
            
            639,000
            
            
            150,000
            
            
            1,186,700Common
                stock issued for accrued payroll
            
            
            -
            
            
            -
            
            
            483,434Net
                cash provided by financing activities
            
            
            552,855
            
            
            150,000
            
            
            1,670,134Net
                increase (decrease) in cash and cash equivalents
            
            
            43,345
            
            
            (162,155
            )
            
            43,575Cash
                and cash equivalents, beginning of period
            
            
            230
            
            
            264,932
            
            
            -Cash
                and cash equivalents, end of period
            
            $
            43,575
            
            $
            102,777
            
            $
            43,575**Supplemental
                Disclosure of Cash Flow Information**Cash
                paid for interest
            
            $
            6,216
            
            $
            -
            
            $
            6,216**Supplemental
                Disclosure of Non-Cash **Financing
                Transactions****Return
                of common stock issued in lieu of compensation
            
            $
            300,000
            
            $
            -
            
            $
            300,000




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


F-5




**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Notes
      to Condensed Financial Statements**




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




The
      accompanying unaudited condensed financial statements of Frezer, Inc. (the
      “Company” or “Frezer”) are presented in accordance with the requirements for
      Form 10-QSB and Regulation S-B. Accordingly, they do not include all of the
      disclosures required by generally accepted accounting principles. In the opinion
      of management, all adjustments (all of which were of a normal recurring nature)
      considered necessary to fairly present the financial position, results of
      operations, and cash flows of the Company on a consistent basis, have been
      made.





These
      results have been determined on the basis of generally accepted accounting
      principles and practices applied consistently with those used in the preparation
      of the Company’s annual financial statements for the year ending December 31,
      2006. Operating results for the three months ended March 31, 2007 are not
      necessarily indicative of the results that may be expected for the year ending
      December 31, 2007.





The
      Company recommends that the accompanying financial statements for the interim
      period be read in conjunction with the financial statements and notes for the
      year ending December 31, 2006 included in the Company’s Annual Report on Form
      10-KSB as filed on or about February 22, 2007.





**Organization
      and Business**


The
      Company was incorporated in the State of Nevada on May 2, 2005.  The
      Company was previously a wholly owned subsidiary of BMXP Holdings, Inc., then
      known as Bio-Matrix Scientific Group, Inc. (“BMXG”), a Delaware corporation
      engaged primarily in the development of medical devices. The Board of Directors
      of BMXG voted to distribute all shares of Frezer common stock held by BMXG
      to
      holders of BMXG common stock of record as of May 31, 2005, which was the record
      date. These stockholders received one share of Frezer common stock for every
      one
      share of BMXG common stock held on the record date. The distribution was paid
      on
      June 15, 2005.





From
      inception to July 11, 2006 the Company’s objective was to operate in the field
      of stem cell banking and regenerative medicine. On July 11, 2006, the Company’s
      Board of Directors unanimously approved resolutions to abandon all plans to
      develop a stem cell banking facility and market that facility's services.





Since
      July 11, 2006, the Company had been focused on the development and marketing
      of
      intellectual property relating to the Cryo-Chip, which may be used to provide
      an
      extensive line of stem cells for research and development, and the development
      and marketing of intellectual property relating to Cryogenic Storage tank
      modifications for increased storage capacity.





Effective
      February 22, 2007, the Company experienced a change in control (see Note 3)
      and
      its management changed, pursuant to a Securities Purchase Agreement by and
      between the Company and KI Equity Partners IV, LLC.





Following
      the change in control, Kevin R. Keating, the Company’s new President, Secretary
      and sole director, commenced an investigation to determine whether to continue
      or to cease the present operations of the Company. To date, there has been
      no
      formal decision to terminate operations; however, Mr. Keating determined it
      to
      be in the best interests of the Company to suspend its operations pending the
      results of the investigation. In the meantime, the Company’s current business
      strategy is to investigate and, if such investigation warrants, acquire a target
      company or business seeking the perceived advantages of being a publicly held
      corporation. The Company’s principal business objective for the next 12 months
      and beyond such time will be to achieve long-term growth potential through
      a
      combination with a business rather than immediate, short-term earnings. The
      Company will not restrict our potential candidate target companies to any
      specific business, industry or geographical location and, thus, may acquire
      any
      type of business.


F-6





**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Notes
      to Condensed Financial Statements**





**Basis
      of Presentation**


To
      date,
      the Company has not earned revenues from its principle operations and as a
      result is currently in the development stage as defined by Statement of
      Financial Accounting Standards No. 7, Accounting and Reporting by Development
      Stage Enterprises (“SFAS No. 7”).





**Going
      Concern**


Since
      inception, the Company has generated no revenues and has incurred a cumulative
      operating loss of $1,512,865 and a cumulative net loss of $1,596,151. Since
      inception, the Company has also been dependent upon the receipt of capital
      investment or other financing to fund its operations.  The
      Company currently has no source of operating revenue, and has only limited
      working capital with which to pursue its business plan, which contemplates
      the
      completion of a business combination with an operating company. The amount
      of
      capital required to sustain operations until the successful completion of a
      business combination is subject to future events and uncertainties. It may
      be
      necessary for the Company to secure additional working capital through loans
      or
      sales of common stock, and there can be no assurance that such funding will
      be
      available in the future. These conditions raise substantial doubt about the
      Company’s ability to continue as a going concern.





The
      accompanying condensed financial statements have been presented on the basis
      of
      the continuation of the Company as a going concern and do not include any
      adjustments relating to the recoverability and classification of recorded asset
      amounts or the amounts and classification of liabilities that might be necessary
      should the Company be unable to continue as a going concern.





**2.**
            **Summary
                of Significant Accounting
                Policies**





**Use
      of Estimates**


The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities as well as
      the
      reported amounts of revenues and expenses. Actual results could differ from
      these estimates.





**Income
      Taxes**


The
      Company accounts for income taxes in accordance with Statement of Financial
      Accounting Standards No. 109, Accounting for Income Taxes (“SFAS No. 109”),
      which requires the recognition of deferred tax liabilities and assets at
      currently enacted tax rates for the expected future tax consequences of events
      that have been included in the financial statements or tax returns. A valuation
      allowance is recognized to reduce the net deferred tax asset to an amount that
      is more likely than not to be realized. The tax provision shown on the
      accompanying statement of operations is zero since the deferred tax asset
      generated from net operating losses is offset in its entirety by a valuation
      allowance. State minimum taxes are expensed as incurred.





**Cash
      and Cash Equivalents**


Cash
      and
      cash equivalents, if any, include all highly liquid instruments with an original
      maturity of three months or less at the date of purchase.





**Fair
      Value of Financial Instruments**


The
      Company's financial instruments include accounts payable and accrued expenses.
      The carrying amounts of financial instruments approximate fair value due to
      their short maturities.


F-7




**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Notes
      to Condensed Financial Statements**





**Net
      Loss Per Share**


Basic
      loss per share (EPS) is calculated by dividing the loss available to common
      shareholders by the weighted average number of common shares outstanding for
      the
      period. Diluted EPS reflects the potential dilution that could occur if
      securities or other contracts to issue common stock were exercised or converted
      into common stock. The Company currently has no dilutive securities and as
      such,
      basic and diluted loss per share are the same for all periods
      presented.





**Comprehensive
      Loss**


Comprehensive
      loss is defined as all changes in stockholders’ equity (deficit), exclusive of
      transactions with owners, such as capital investments. Comprehensive loss
      includes net loss, changes in certain assets and liabilities that are reported
      directly in equity such as translation adjustments on investments in foreign
      subsidiaries and unrealized gains (losses) on available-for-sale securities.
      For
      the three months ended March 31, 2007 and For the Cumulative Period From
      Inception (May 2, 2005) to March 31, 2007, the Company’s comprehensive loss was
      the same as its net loss.





**Recently
      Issued Accounting Pronouncements**


In
      June
      2006, the Financial Accounting Standards Board (“FASB”) issued Financial
      Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an
      Interpretation of SFAS No. 109 (“FIN 48”), which clarifies the accounting for
      uncertainty in income taxes recognized in an enterprise’s financial statements.
      FIN 48 prescribes a recognition threshold and measurement attribute for the
      financial statement recognition and measurement
      of tax positions taken or expected to be taken in a tax return. It also provides
      guidance on derecognition, classification, interest and penalties, accounting
      in
      interim periods, disclosure and transition. The requirements of FIN 48 are
      effective for the Company’s fiscal year beginning January 1, 2007.





In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      No.
      157, Fair Value Measurements (“SFAS 157”).  The purpose of SFAS 157 is to
      provide users of financial statements with better information about the extent
      to which fair value is used to measure recognized assets and liabilities, the
      inputs used to develop the measurements, and the effect of certain of the
      measurements on earnings for the period. SFAS No. 157 also provides guidance
      on
      the definition of fair value, the methods used to measure fair value, and the
      expanded disclosures about fair value measurements. This changes the definition
      of fair value to be the price that would be received to sell an asset or paid
      to
      transfer a liability, an exit price, as opposed to the price that would be
      paid
      to acquire the asset or received to assume the liability, an entry price. 
SFAS No. 157 is effective for financial statements issued for fiscal years
      beginning after November 15, 2007, and interim periods with those fiscal years
      (e.g., January 1, 2008, for calendar year-end entities).





In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      No.
      158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement
      Plans - an amendment of FASB Statements No. 87, 88, 106, and 132(R) (“SFAS
      158”), which amends SFAS No. 87, 88, 106, and 132(R).  Post application of
      SFAS 158, an employer should continue to apply the provisions in Statements
      87,
      88, and 106 in measuring plan assets and benefit obligations as of the date
      of
      its statement of financial position and in determining the amount of net
      periodic benefit cost.  SFAS 158 requires amounts to be recognized as the
      funded status of a benefit plan, that is, the difference between plan assets
      at
      fair value and the benefit obligation.  SFAS 158 further requires
      recognition of gains/losses and prior service costs or credits not recognized
      pursuant to SFAS No. 87 or SFAS No. 106.  Additionally, the measurement
      date is to be the date of the employer’s fiscal year-end.  Lastly, SFAS 158
      requires disclosure in the financial statements effects from delayed recognition
      of gains/losses, prior service costs or credits, and transition assets or
      obligations.  SFAS No. 158 is effective for years ending after December 15,
      2006 for employers with publicly traded equity securities and as of the end
      of
      the fiscal year ended after June 15, 2007 for employers without publicly traded
      equity securities.


F-8





**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Notes
      to Condensed Financial Statements**





In
      February 2007, the FASB issued Statement of Financial Accounting Standards
      No.
      159, The Fair Value Option for Financial Assets and Financial Liabilities,
      including an amendment of FASB Statement No. 115 (“FAS 159”). FAS 159 permits
      companies to choose to measure many financial instruments and certain other
      items at fair value that are not currently required to be measured at fair
      value
      and establishes presentation and disclosure requirements designed to facilitate
      comparisons between companies that choose different measurement attributes
      for
      similar types of assets and liabilities. The provisions of FAS 159 will become
      effective as of the beginning of our 2009 fiscal year.





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





**3.**
            **Change
                of Control**





On
      February 1, 2007, the Company and KI Equity Partners IV, LLC, a Delaware limited
      liability company (“KI Equity”) entered into a securities purchase agreement
      (“Purchase Agreement”) under which the Company agreed to sell and KI Equity
      agreed to purchase 63,900,000 shares of Frezer’s common stock (“Shares”) for a
      purchase price of $639,000 (“Purchase Price”), or $0.01 per share. The closing
      of the transactions under the Purchase Agreement occurred on February 22, 2007
      (“Closing”).





The
      issuance of the Shares is intended to be exempt from registration under the
      Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section
      4(2) thereof and such other available exemptions. As such, the Shares may not
      be
      offered or sold in the United States unless they are registered under the
      Securities Act, or an exemption from the registration requirements of the
      Securities Act is available. No registration statement covering the Shares
      has
      been or is expected to be filed with the SEC or with any state securities
      commission in connection with the issuance of the Shares. However, Frezer has
      granted certain demand and piggyback registration rights to KI Equity with
      respect to the Shares. At the Closing, Frezer and KI Equity executed a
      registration rights agreement (“Registration Rights Agreement”) granting the
      foregoing registration rights.





Immediately
      prior to the Closing, David R. Koos, the former Chairman and Chief Executive
      Officer of Frezer (“Koos”), Brian F. Pockett, the former Chief Operating Officer
      of Frezer (“Pockett”), Geoffrey O’Neill, the former President of Frezer
      (“O’Neill”) and Bombardier Pacific Ventures, Inc., a Nevada corporation
      controlled by Koos (“Bombardier”) (collectively, the “Principals”) entered into
      a certain indemnity agreement with Frezer (“Indemnity Agreement”). Under the
      Indemnity Agreement, the Principals have agreed to indemnify and hold Frezer
      harmless from all liabilities and obligations related to the period prior to
      Closing (“Damages”). Except for indemnity claims related to taxes, Frezer is not
      entitled to indemnification for any Damages in excess of $499,700 (“Cap”), and
      no demand or claim for indemnification may be made after second anniversary
      of
      the Closing (the “Claim Period”). As consideration for providing the
      indemnification, the Company agreed to pay the Principals an aggregate sum
      of
      $376,750. At the Closing, the Principals were paid $351,750, in the aggregate,
      and the remaining $25,000 will be held in escrow for a period of ninety (90)
      days following the Closing to satisfy any indemnification claims pursuant to
      the
      Indemnity Agreement (“Indemnity Escrow”).





Following
      the execution of the Indemnity Agreement, the Company recorded the $376,750
      aggregate sum to be paid to the Principals as Other (Expense) in the
      accompanying condensed statement of operations.


F-9




**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Notes
      to Condensed Financial Statements**





Immediately
      prior to the Closing, the Principals also entered into a certain release
      agreement (“Release Agreement”) under which each of them agreed to terminate any
      and all agreements and contracts with Frezer including, without limitation,
      any
      employment agreements between Frezer, on the one hand, and Koos, Pockett and
      O’Neill, on the other hand. Under the Release Agreement, the Principals also
      agreed to irrevocably release Frezer from any and all debts, liabilities and
      obligations, including, without limitation, any claims for unpaid compensation.





Following
      the execution of the Release Agreement, the Company reversed $300,000 of
      previously accrued compensation due to Koos, Pockett and O’Neill, accounting for
      the reversal of the liability as Other Income in the accompanying condensed
      statement of operations.





Separately,
      Pockett, O’Neill and Bombardier agreed to sell 6,100,000 shares of Frezer’s
      common stock (“Transferred Shares”), in the aggregate, to KI Equity for an
      aggregate purchase price of $61,000, or $0.01 per share (the “Stock Transfer”).
      The closing of the Stock Transfer occurred on February 22, 2007.





Effective
      as of the Closing, in accordance with the terms of the Purchase Agreement,
      the
      existing officers and directors of Frezer resigned and Kevin R. Keating was
      appointed as the sole director, Chief Executive Officer, Chief Financial
      Officer, President, Secretary and Treasurer of Frezer. Accordingly, at the
      Closing, in accordance with the provisions of the Purchase Agreement, a change
      of a majority of Frezer’s directors occurred.





Kevin
      R.
      Keating is the father of Timothy J. Keating, the principal member of Keating
      Investments, LLC. Keating Investments, LLC is the managing member of KI Equity.
      Timothy J. Keating is the manager of KI Equity.




**4.**
            **Notes
                Payable**




On
      July
      3, 2006, the Company established a Line of Credit Promissory Note Agreement
      for
      $50,000 with Bio Technology Business Partners Trust. The unpaid principal of
      this line of credit bears simple interest at a rate of 10% per annum. As of
      December 31, 2006, there had been ten advances under this credit line totaling
      $32,675.70. Amounts advanced under this credit line are due and payable on
      a
      date that is 365 days from each advance.




On
      August
      14, 2006, the Company entered into a Promissory Note Agreement with Dermatex
      Medical Device Consultants for $25,000. In November 2006 this agreement was
      amended and an additional $1,955.42 was loaned. This note bears interest at
      a
      rate of 10% simple per annum and all Principal and accrued interest is due
      and
      payable on August 13, 2007.




On
      October 26, 2006, the Company borrowed $18,384.68 from the AFN Trust. On
      November 7, 2006, the Company borrowed an additional $4,601.44 from the AFN
      Trust. These loans bear simple interest at 10% per annum and are due and payable
      on October 25, 2007.




On
      November 14, 2006, the Company borrowed $1,800.00 from Venture Bridge Advisors,
      Inc. On December 8, 2006, the Company borrowed an additional $1,100.00 and
      on
      December 11, 2006, the Company borrowed and additional $628.00. These loans
      bear
      simple interest at 10% per annum and are due and payable on November 13,
      2007.





In
      February of 2007, the Company repaid all outstanding notes payable and accrued
      interest using a portion of the proceeds raised from the issuance common stock
      to KI Equity (see Note 3).


F-10





**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Notes
      to Condensed Financial Statements**




**5.**
            **Stockholders’
                Equity (Deficit)**




Pursuant
      to its certificate of incorporation, the Company is authorized to issue up
      to
      100,000,000 shares of common stock with a par value of $0.001 per share. As
      of
      March 31, 2007, there were 82,834,064 shares of common stock outstanding.





On
      May 4,
      2005, Company issued 6,035,315 shares of common stock in exchange for $50,200
      in
      cash and services rendered valued at $1,000 to Bio-Matrix Scientific Group,
      Inc., its former parent company.




On
      November 10, 2005, the Company issued 1,650,000 shares of common stock at $0.15
      per share for total proceeds of $247,500.




On
      November 23, 2005, the Company issued 333,333 shares of common stock at $0.30
      per share for total proceeds of $100,000.




On
      December 10, 2005, the Company issued 57,916 shares of common stock as
      compensation for services rendered valued at $11,187, or approximately $0.19
      per
      share.




On
      February 23, 2006, the Company sold 500,000 shares of common stock at $0.30
      share for total proceeds of $150,000 as a result of a private placement offering
      under SEC Regulation D (506).





On
      February 23, 2006, the Company also issued an additional 187,500 shares of
      common stock as compensation for services rendered by various consultants
      assisting the Company with its business model implementation valued at $18,750,
      or approximately $0.10 per share.




On
      March
      16, 2006, The Board of Directors issued 6,100,000 shares of common stock to
      the
      Company’s management team for compensation amounting to $183,434 owed for fiscal
      year 2005, which ended December 31, 2005.




Between
      May 23, 2006 and May 26, 2006 the Company issued 670,000 shares of common stock
      to outside consultants for services rendered valued at $201,000, or
      approximately $0.30 per share.




On
      December 21, 2006, the Company issued 7,440,000 shares of common stock to the
      Company’s executives for previously accrued compensation amounting to $300,000,
      or approximately $0.04 per share. On January 26, 2007 the officers returned
      these shares to the Company for cancellation and reestablishment of the $300,000
      accrued compensation liability.





On
      February 22, 2007, the Company issued 63,900,000 shares of its common stock
      to
      KI Equity at a purchase price of $0.01 per share and aggregate consideration
      of
      $639,000 (see Note 3).





On
      February 27, 2007, the Company issued 1,700,000 shares of its common stock
      to
      Kevin R. Keating, the sole officer and director of the Company, for services
      rendered to the Company valued at $17,000, or $0.01 per share.





On
      February 27, 2007, the Company also issued 1,700,000 shares of its Common Stock
      to Garisch Financial, Inc. (“GFI”) for consulting services rendered to the
      Company valued at $17,000, or $0.01 per share.


F-11




**Frezer,
      Inc.**


**(A
      Development Stage Company)**


**Notes
      to Condensed Financial Statements**





The
      above
      shares of Common Stock issued to KI Equity, Kevin R. Keating, and GFI were
      issued under an exemption from registration under Section 4(2) of the Securities
      Act of 1933, as amended. As such, the shares of Common Stock issued to Kevin
      R.
      Keating and GFI will be restricted shares, and the holder thereof may not sell,
      transfer or otherwise dispose of such shares without registration under the
      Securities Act or an exemption there from. The Company has granted demand and
      piggyback registration rights to KI Equity, Kevin R. Keating and GFI with
      respect to the above shares.





**6.**
            **Related
                Party Transactions**





Effective
      February 27, 2007, the Company entered into a management agreement (“Management
      Agreement”) with Vero Management, L.L.C., a Delaware limited liability company
      (“Vero”) under which Vero has agreed to provide a broad range of managerial and
      administrative services to the Company including, but not limited to, assistance
      in the preparation and maintenance of the Company’s financial books and records,
      the filing of various reports with the appropriate regulatory agencies as are
      required by State and Federal rules and regulations, the administration of
      matters relating to the Company’s shareholders including responding to various
      information requests from shareholders as well as the preparation and
      distribution to shareholders of relevant Company materials, and to provide
      office space, corporate identity, telephone and fax services, mailing, postage
      and courier services for a fixed fee of $2,000 per month, for an initial period
      of twelve months. At the end of the initial twelve month term, the agreement
      will continue to remain in effect until terminated in writing by either party.





Kevin
      R.
      Keating owns and controls Vero and is also the sole officer and director of
      the
      Company. The terms of the Management Agreement were determined based on terms
      which the Company believes would be available to it from third parties on an
      arms’ length basis.





Kevin
      R.
      Keating is the father of Timothy J. Keating, the principal member of Keating
      Investments, LLC. Keating Investments, LLC is the managing member of KI Equity
      Partners IV, LLC (“KI Equity”), the controlling stockholder of the Company.
      Timothy J. Keating is the manager of KI Equity.





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





**7.**
            **Subsequent
                Events**





In
      April
      of 2007, the Company amended its Articles of Incorporation to change its
      authorized capital stock. The amendment increased the authorized common stock
      from 100,000,000 shares, with a par value of $0.001 per share, to 200,000,000
      shares, with a par value of $0.001 per share. The amendment also authorized
      10,000,000 shares of preferred stock, with a par value of $0.001 per share,
      with
      such powers, designations, preferences and relative, participating, optional
      and
      other special rights, and the qualifications, limitations and restrictions,
      as
      the Board of Directors may from time to time fix. Prior to the amendment, Frezer
      did not have a class of preferred stock authorized.





These
      amendments became effective upon the filing of the Certificate of Amendment
      to
      the Articles of Incorporation with the Nevada Secretary of State on April 12,
      2007.




F-12


**Item
      2. Management’s Discussion and Analysis or Plan of Operation.**





Since
      July 11, 2006, Frezer, Inc. (“we”, “us”, “our”, or the “Company”) had been
      focused on the development and marketing of intellectual property relating
      to
      the Cryo-Chip, which may be used to provide an extensive line of stem cells
      for
      research and development, and the development and marketing of intellectual
      property relating to Cryogenic Storage tank modifications for increased storage
      capacity. Effective February 22, 2007, the Company experienced a change in
      control and our management changed, pursuant to that certain Securities Purchase
      Agreement by and between the Company and KI Equity Partners IV, LLC (the
“Securities Purchase Agreement”). A copy of the Securities Purchase Agreement,
      along with the Registration Rights Agreement, Indemnity Agreement and Release
      Agreement executed in connection with our change in control, are attached hereto
      as Exhibits 2.1, 2.2, 2.3 and 2.4, respectively. A discussion of our change
      in
      control is contained in our Current Report on Form 8-K filed with the SEC on
      February 23, 2007.





Following
      the change in control, Kevin R. Keating, our new President, Secretary and sole
      director, commenced an investigation to determine whether to continue or to
      cease the present operations of the Company. As of the date hereof, there has
      been no formal decision to terminate operations; however, Mr. Keating determined
      it to be in the best interests of the Company to suspend its operations pending
      the results of the investigation. In the meantime, our current business strategy
      is to investigate and, if such investigation warrants, acquire a target company
      or business seeking the perceived advantages of being a publicly held
      corporation. Our principal business objective for the next 12 months and beyond
      such time will be to achieve long-term growth potential through a combination
      with a business rather than immediate, short-term earnings. We will not restrict
      our potential candidate target companies to any specific business, industry
      or
      geographical location and, thus, may acquire any type of business.





**Results
      of Operations**





For
      the
      three months ending March 31, 2007, the Company had no activities that produced
      revenues from operations.





For
      the
      three months ending March 31, 2007, the Company had a net loss of $(241,460),
      as
      compared with a net loss of $(247,105) for the corresponding period in 2006.
      During the three months ending March 31, 2007, the Company incurred $(155,898)
      of operating expenses, primarily comprised of professional fees paid to
      attorneys, accountants and other consultants related to the reorganization
      and
      change of management which took place during the quarter as compared to
      $(247,111) of operating expenses, primarily comprised of executive salaries
      and
      research and development expenses, for the corresponding period in 2006. During
      the three months ending March 31, 2007, the Company incurred $(391,526) of
      other
      non-operating expenses, comprised of $(376,750) of payments made to the
      Company’s former executive officers under the terms of an indemnity agreement
      and $(14,776) related to the write-off of miscellaneous prepaid expenses and
      other assets. There were no non-operating expenses incurred during the
      corresponding period in 2006. During the three months ended March 31, 2007,
      the Company recorded $309,623 of other non-operating income, comprised of
      $300,000 of previously accrued compensation due to the Company’s former
      executive officers that was forgiven upon execution of a liability release
      agreement and $9,623 of previously accrued miscellaneous expenses that was
      also
      forgiven upon execution of a liability release agreement. There were no
      non-operating income items during the corresponding period in
      2006.





**Liquidity
      and Capital Resources**





As
      of
      March 31, 2007, the Company had assets equal to $68,575, comprised of $43,575
      of
      cash and cash equivalents and $25,000 of restricted cash. The Company’s current
      liabilities as of March 31, 2007 were $28,655, comprised of trade accounts
      payable and accrued expenses.




1


The
        following is a summary of the Company’s cash flows provided by (used in)
        operating, investing, and financing activities for the three months ended
        March
        31, 2007 and 2006:





Three
                months ended March 31,2007
            
            2006Operating
                activities
            
            $
            (509,510
            )
            $
            (258,155
            )Investing
                activities
            
            
            -
            
            $
            (54,000
            )Financing
                activities
            
            $
            552,855
            
            
            150,000Net
                effect on cash
            
            $
            43,345
            
            $
            (162,155
            )





The
      Company has nominal assets and has generated minimal revenues since inception.
      The Company is also dependent upon the receipt of capital investment or other
      financing to fund its ongoing operations and to execute its business plan of
      seeking a combination with a private operating company. In addition, the Company
      is dependent upon certain related parties to provide continued funding and
      capital resources. If continued funding and capital resources are unavailable
      at
      reasonable terms, the Company may not be able to implement its plan of
      operations. Our financial statements indicate that without additional capital,
      there is substantial doubt as to our ability to continue as a going
      concern.





**Plan
      of Operations**





The
      Company currently does not engage in any business activities that provide cash
      flow. The costs of investigating and analyzing business combinations for the
      next 12 months and beyond such time will be paid with money in our treasury.





During
      the next twelve months we anticipate incurring costs related to:





(i)  filing
      of
      Exchange Act reports, and




(ii)  costs
      relating to consummating an acquisition.





We
      believe we will be able to meet these costs through use of funds in our
      treasury, through deferral of fees by certain service providers and additional
      amounts, as necessary, to be loaned to or invested in us by our stockholders,
      management or other investors.





The
      Company may consider a business which has recently commenced operations, is
      a
      developing company in need of additional funds for expansion into new products
      or markets, is seeking to develop a new product or service, or is an established
      business which may be experiencing financial or operating difficulties and
      is in
      need of additional capital. In the alternative, a business combination may
      involve the acquisition of, or merger with, a company which does not need
      substantial additional capital, but which desires to establish a public trading
      market for its shares, while avoiding, among other things, the time delays,
      significant expense, and loss of voting control which may occur in a public
      offering.





Kevin
      R.
      Keating, our sole officer and director, has had contact or discussions with
      representatives of other entities regarding a business combination with us.
      Any
      target business that is selected may be a financially unstable company or an
      entity in its early stages of development or growth, including entities without
      established records of sales or earnings. In that event, we will be subject
      to
      numerous risks inherent in the business and operations of financially unstable
      and early stage or potential emerging growth companies. In addition, we may
      effect a business combination with an entity in an industry characterized by
      a
      high level of risk, and, although our management will endeavor to evaluate
      the
      risks inherent in a particular target business, there can be no assurance that
      we will properly ascertain or assess all significant risks.





The
      Company anticipates that the selection of a business combination will be complex
      and extremely risky. Because of general economic conditions, rapid technological
      advances being made in some industries and shortages of available capital,
      our
      management believes that there are numerous firms seeking even the limited
      additional capital which we will have and/or the perceived benefits of becoming
      a publicly traded corporation. Such perceived benefits of becoming
      a publicly traded corporation include, among other things, facilitating or
      improving the terms on which additional equity financing may be obtained,
      providing liquidity for the principals of and investors in a business, creating
      a means for providing incentive stock options or similar benefits to key
      employees, and offering greater flexibility in structuring acquisitions, joint
      ventures and the like through the issuance of stock. Potentially available
      business combinations may occur in many different industries and at various
      stages of development, all of which will make the task of comparative
      investigation and analysis of such business opportunities extremely difficult
      and complex.


2





**Item
      3. Controls and Procedures.**





As
      of the
      end of the period covered by this report, the Company conducted an evaluation,
      under the supervision and with the participation of the Chief Executive Officer
      and Chief Financial Officer, of the Company’s disclosure controls and procedures
      (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange
      Act
      of 1934, as amended (the “Exchange Act”). Based on this evaluation, the Chief
      Executive Officer and Chief Financial Officer concluded that the Company’s
      disclosure controls and procedures are effective to ensure that information
      required to be disclosed by the Company in reports that it files or submits
      under the Exchange Act is recorded, processed, summarized and reported within
      the time periods specified in Securities and Exchange Commission (the “SEC”)
      rules and forms.




There
      was
      no change in the Company’s internal control over financial reporting during the
      Company’s most recently completed fiscal quarter that has materially affected,
      or is reasonably likely to materially affect, the Company’s internal control
      over financial reporting.




**PART
      II — OTHER INFORMATION**





**Item
      1. Legal Proceedings.**





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





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





On
      February 22, 2007, the Company sold 63,900,000 shares of its common stock,
      par
      value $.001 per share (the “Common Stock”) to KI Equity Partners IV, LLC (“KI
      Equity”) at a purchase price of $0.01 per share and aggregate consideration of
      $639,000.





On
      February 27, 2007, the Company issued 1,700,000 shares of Common Stock to
      Garisch Financial, Inc. (“GFI”) for consulting services rendered to the Company
      valued at $17,000, or $0.01 per share.





On
      February 27, 2007, the Company also issued 1,700,000 shares of Common Stock
      to
      Kevin R. Keating, our sole officer and director, for services rendered to the
      Company valued at $17,000, or $0.01 per share.





The
      shares of Common Stock issued to KI Equity, GFI and Kevin R. Keating were issued
      pursuant to an exemption from registration under Section 4(2) of the Securities
      Act of 1933, as amended (the “Securities Act”).





The
      Company granted demand and piggyback registration rights to KI Equity, GFI
      and
      Kevin R. Keating with respect to the above shares of Common Stock, pursuant
      to
      the those Registration Rights Agreements attached hereto as Exhibits 2.2, 10.2
      and 10.4, respectively.





**Item
      3. Defaults Upon Senior Securities.** None.


3




**Item
      4. Submission of Matters to a Vote of Security Holders.** None.





**Item
      5. Other Information.**





Effective
      February 26, 2007, the Company entered into a consulting agreement (the
“Consulting Agreement”) with GFI and KI Equity, pursuant to which GFI shall
      provide KI Equity and the Company certain services, including but not
      limited to conducting due diligence investigations, assisting in the preparation
      of SEC filings, structuring, evaluating and executing business transactions,
      business combinations and mergers, recommending and advising on corporate and
      strategic matters, and reviewing financial and accounting matters. In
      consideration for these services, GFI shall receive a cash payment of $25,000
      and 1,700,000 shares of Common Stock, to be valued at $17,000. GFI shall also
      be
      reimbursed for any out-of-pocket expenses incurred by GFI in connection with
      its
      services, provided such expenses are approved in advance. As of the date of
      the
      Consulting Agreement, GFI had provided all of the services and received all
      compensation under the Consulting Agreement. As of the date hereof, the Company
      has no outstanding obligations under the Consulting Agreement. A copy of the
      Consulting Agreement is attached hereto as Exhibit 10.1.





Effective
      February 27, 2007, the Company entered into a management agreement (the
“Management Agreement”) with Vero Management, L.L.C., a Delaware limited
      liability company (“Vero”), pursuant to which Vero shall provide a broad range
      of managerial and administrative services to the Company including, but not
      limited to, assistance in the preparation and maintenance of the Company’s
      financial books and records, the filing of various reports with the appropriate
      regulatory agencies as are required by State and Federal rules and regulations,
      the administration of matters relating to the Company’s shareholders including
      responding to various information requests from shareholders as well as the
      preparation and distribution to shareholders of relevant Company materials,
      and
      to provide office space, corporate identity, telephone and fax services,
      mailing, postage and courier services. In exchange for Vero’s services to the
      Company, the Company shall pay Vero a monthly fee equal to $1,000. The initial
      term of the Management Agreement is twelve months and may be terminated upon
      written notice by either party at any time. At the end of the initial twelve
      month term, the Management Agreement will continue to remain in effect until
      terminated in writing by either party. A copy of the Management Agreement is
      attached hereto as Exhibit 10.3.





Kevin
      R.
      Keating, our sole officer and director, owns and controls Vero and is the father
      of Timothy J. Keating, the principal member of Keating Investments, LLC. Keating
      Investments, LLC is the managing member of KI Equity, the controlling
      stockholder of the Company. Timothy J. Keating is the manager of KI
      Equity.





On
      April
      12, 2007, the Company filed a Certificate of Amendment to its Articles of
      Incorporation, pursuant to which it changed its authorized capital stock (the
      “Amendment”). The Amendment increased the authorized number of shares of Common
      Stock from 100,000,000 shares to 200,000,000 shares. The Amendment also
      authorized 10,000,000 shares of preferred stock, with a par value of $0.001
      per
      share, with such powers, designations, preferences and relative, participating,
      optional and other special rights, and the qualifications, limitations and
      restrictions, as the Board of Directors may from time to time fix (the
“Preferred Stock”). The Amendment was approved by the Board of Directors on
      March 5, 2007. Also on March 5, 2007, the owner of record of 70,000,000 shares
      of Common Stock, representing approximately 84.5% of the outstanding voting
      securities of the Company, executed and delivered to the Company a written
      consent authorizing and approving the Amendment. A copy of the Amendment is
      attached hereto as Exhibit 3.2.





**Item
      6. Exhibits.**





Index
      to
      Exhibits





Exhibit
            
            Description*2.1
            
            Securities
                Purchase Agreement by and between Frezer, Inc. and KI Equity Partners
                IV,
                LLC, dated February 1, 2007




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**2.2
            
            Registration
                Rights Agreement by and between Frezer, inc. and KI Equity Partners
                IV,
                LLC, dated February 22, 2007**2.3
            
            Indemnity
                Agreement by and among Frezer, Inc., David R. Koos, Brian Pockett,
                Geoffrey O’Neill and Bombardier Pacific Ventures, Inc., dated February 22,
                2007**2.4
            
            Release
                Agreement by and among Frezer, Inc., David R. Koos, Brian F. Pockett,
                Geoffrey O’Neill and Bombardier Pacific Ventures, Inc., dated February 22,
                2007***3.1
            
            Certificate
                of Incorporation****3.2
            
            Certificate
                of Amendment of Articles of Incorporation***3.3
            
            By-Laws10.1
            
            Consulting
                Agreement by and among the Company, KI Equity Partners IV, LLC and
                Garisch
                Financial, Inc., dated February 26, 200710.2
            
            Registration
                Rights Agreement by and between the Company and Garisch Financial,
                Inc.,
                dated February 27, 200710.3
            
            Management
                Agreement by and between the Company and Vero Management, LLC, dated
                February 27, 200710.4
            
            Registration
                Rights Agreement by and between the Company and Kevin R. Keating,
                dated
                February 27, 200731.1
            
            Certification
                of the Company’s Principal Executive Officer and Principal Financial
                Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
                with
                respect to the registrant’s Quarterly Report on Form 10-QSB for the
                quarter ended March 31, 2007.32.1
            
            Certification
                of the Company’s Principal Executive Officer and Principal Financial
                Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
                Section
                906 of the Sarbanes Oxley Act of
                2002.





*
            Filed
                as an exhibit to the Company's Current Report on Form 8-K, as filed
                with
                the Securities and Exchange Commission on February 2, 2007, and
                incorporated herein by this
                reference.





**
            Filed
                as an exhibit to the Company's Current Report on Form 8-K, as filed
                with
                the Securities and Exchange Commission on February 23, 2007, and
                incorporated herein by this
                reference.





***
            Filed
                as an exhibit to the Company's Registration Statement on Form 10-SB,
                as
                filed with the Securities and Exchange Commission on June 1, 2005,
                and
                incorporated herein by this
                reference.





****
            Filed
                as an exhibit to the Company's Current Report on Form 8-K, as filed
                with
                the Securities and Exchange Commission on April 16, 2007, and incorporated
                herein by this reference.




5




**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, as amended, the
      Registrant has duly caused the Report to be signed on its behalf by the
      undersigned thereunto duly authorized.




Date:
              May 14, 2007
            FREZER,
              INC.By:
            /s/
              Kevin R. KeatingName:
                Kevin R. KeatingTitle:
                President




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