UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 23, 2008
Frezer, Inc.
(Exact name of registrant as specified in its charter)
Nevada | 000-51336 | 20-2777600 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
190 Lakeview Way | | |
Vero Beach, FL | | 32963 |
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| (Address of principal executive offices) | | (Zip Code) |
(772) 231-7544 |
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| (Registrant’s telephone number, including area code) |
None. |
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(Former name or former address since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On April 23, 2008, Vero Management, LLC (“Vero Management”) loaned Frezer, Inc. (the “Company”) the sum of twenty thousand dollars ($20,000.00). In consideration thereof, the Company issued a promissory note in the principal amount of $20,000 (the “Note”) to Vero Management, pursuant to which the principal amount thereunder shall accrue interest at the rate of five percent (5%) per annum, and such principal and all accrued interest shall be due and payable on such date that Vero Management, by delivery of written notice to the Company, demands payment of all obligations thereunder (the “Maturity Date”).
Under the Note, it shall be deemed an “Event of Default” if the Company shall: (i) fail to pay the entire principal amount of the Note when due and payable, (ii) admit in writing its inability to pay any of its monetary obligations under the Note, (iii) make a general assignment of its assets for the benefit of creditors, or (iv) allow any proceeding to be instituted by or against it seeking relief from or by creditors, including, without limitation, any bankruptcy proceedings. In the event that an Event of Default has occurred, Vero Management or any other holder of the Note may, by notice to the Company, declare the entire Note to be immediately due and payable. In the event that an Event of Default consisting of a voluntary or involuntary bankruptcy filing has occurred, then the entire Note shall automatically become due and payable without any notice or other action by Vero Management. Commencing five days after the occurrence of any Event of Default, the interest rate on the Note shall accrue at the rate of eighteen percent (18%) per annum.
A copy of the Note is attached hereto as Exhibit 4.1.
Item 9.01. Financial Statements and Exhibits.
The following exhibit is filed as part of this report:
Exhibit Number | | Description |
| 4.1 | | Promissory Note issued by Frezer, Inc. to Vero Management, LLC, dated April 23, 2008. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: April 28, 2008 | FREZER, INC. |
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| | By: | /s/ Kevin R. Keating |
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Kevin R. Keating |
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