BEFUT International (FRZR) 10-Q 2008 Q3 Quarterly report

FORM 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2008

OR

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

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 000-51336

Frezer, Inc.

(Exact name of registrant as specified in its charter)

Nevada	02-2777600
(State or other jurisdiction	(I.R.S. Employer Identification Number)
of incorporation or organization)

190 Lakeview Way, Vero Beach, Florida 32963

(Address of principal executive offices)

(772) 231-7544

(Registrant’s telephone number, including area code)

No change

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer   o	Accelerated filer                        o
Non-accelerated filer     o	Smaller reporting company     x.

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o.

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING

THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o.

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 4,192,045 shares of common stock, par value $.001 per share (the “Common Stock”), outstanding (on a post-Reverse Split basis) as of May 9, 2008.

FREZER, INC.

- INDEX -

		Page
PART I - FINANCIAL INFORMATION:
Item 1.	Financial Statements:	1
	Balance Sheets as of March 31, 2008 (Unaudited) and December 31, 2007	2
	Statements of Operations for the Three Months Ended March 31, 2008 and 2007 (Unaudited) and for the Cumulative Period from May 2, 2005 (Inception) to March 31, 2008 (Unaudited)	3
	Statement of Changes in Stockholders’ Equity (Deficit) for the Cumulative Period from May 2, 2005 (Inception) to March 31, 2008 (Unaudited)	4
	Statements of Cash Flows for the Three Months Ended March 31, 2008 and 2007 (Unaudited) and for the Cumulative Period from May 2, 2005 (Inception) to March 31, 2008 (Unaudited)	6
	Notes to Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4T.	Controls and Procedures	17
PART II - OTHER INFORMATION:
Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
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	18
Item 5.	Other Information	18
Item 6.	Exhibits	19
Signatures		20

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

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

1

Frezer, Inc.

(A Development Stage Company)

Balance Sheets

	March 31,			December 31,
	2008			2007
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	472		$	5,775
Total current assets		472			5,775
Total assets	$	472		$	5,775
Liabilities and Stockholders' Equity (Deficit)
Current liabilities
Accounts payable	$	4,517		$	-
Accrued expenses		11,027			3,000
Total current liabilities		15,544			3,000
Stockholders' Equity (Deficit)
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding		-			-
Common stock, $0.001 par value; 200,000,000 shares authorized; 4,192,045 and 4,141,704 shares issued and outstanding, respectively		4,192			4,142
Additional paid-in capital		1,631,879			1,631,929
(Deficit) accumulated during the development stage		(1,651,143	)		(1,633,296	)
Total stockholders' equity (deficit)		(15,072	)		2,775
Total liabilities and stockholders' equity (deficit)	$	472		$	5,775

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

2

Frezer, Inc.

(A Development Stage Company)

Statements of Operations

							Cumulative
							Period From
	Three Months Ended						May 2, 2005
	March 31,						(Inception) To
	2008			2007			March 31, 2008
	(Unaudited)			(Unaudited)			(Unaudited)
Revenue	$	-		$	-		$	-
Operating expenses
Research and development		-			-			392,412
General and administrative		17,847			155,898			1,175,445
Total operating expenses		17,847			155,898			1,567,857
Loss from operations		(17,847	)		(155,898	)		(1,567,857	)
Other income (expense)
Interest income		-			-			2,802
Interest (expense)		-			(3,659	)		(6,446	)
Other income		-			309,623			311,884
Other (expense)		-			(391,526	)		(391,526	)
Net (loss)	$	(17,847	)	$	(241,460	)	$	(1,651,143	)
Net (loss) per share - basic and diluted		NIL*		$	(.09	)
Weighted average number of shares of outstanding - basic and diluted		4,187,066			2,752,871

* Less than $.01 per share

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

3

Frezer, Inc.

(A Development Stage Company)

Statement of Changes In Stockholders’ Equity (Deficit)

For the Cumulative Period From May 2, 2005 (Inception) to March 31, 2008 (Unaudited)

							Deficit
							Accumulated
					Additional		during the			Total
	Common Stock				Paid-In		Development			Stockholders'
	Shares		Amount		Capital		Stage			Equity (Deficit)
Balances at May 2, 2005		-	$	-	$	-	$	-		$	-
Issuance of common stock for cash and services rendered at $0.17 per share on May 4, 2005		296,766		297		49,903		-			50,200
Issuance of common stock for services rendered at $0.20 per share on May 4, 2005		5,000		5		995		-			1,000
Issuance of common stock for cash at $3.00 per share on November 10, 2005		82,500		82		247,418		-			247,500
Issuance of common stock for cash at $6.00 per share on November 23, 2005		16,667		17		99,983		-			100,000
Issuance of common stock for services rendered at $3.86 per share on December 10, 2005		2,896		3		11,184		-			11,187
Net (loss)		-		-		-		(308,703	)		(308,703	)
Balances at December 31, 2005		403,829	$	404	$	409,483	$	(308,703	)	$	101,184
Issuance of common stock for cash at $6.00 per share on February 23, 2006		25,000		25		149,975		-			150,000
Issuance of common stock for services rendered at $2.00 per share on February 23, 2006		9,375		9		18,741		-			18,750
Issuance of common stock for services rendered at $0.60 per share on March 16, 2006		305,000		305		183,129		-			183,434
Issuance of common stock for services rendered at $6.00 per share on May 23, 2006		33,500		34		200,966		-			201,000
Issuance of common stock in lieu of compensation at $0.81 per share on December 21, 2006		372,000		372		299,628		-			300,000
Net (loss)		-		-		-		(1,045,988	)		(1,045,988	)
Balances at December 31, 2006		1,148,704	$	1,149	$	1,261,922	$	(1,354,691	)	$	(91,620	)

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

4

Frezer, Inc.

(A Development Stage Company)

Statement of Changes In Stockholders’ Equity (Deficit)

For the Cumulative Period From May 2, 2005 (Inception) to March 31, 2008 (Unaudited)

										Deficit
										Accumulated
							Additional			during the			Total
	Common Stock						Paid-In			Development			Stockholders'
	Shares			Amount			Capital			Stage			Equity (Deficit)
Balances at December 31, 2006		1,148,704		$	1,149		$	1,261,922		$	(1,354,691	)	$	(91,620	)
Return of common stock originally issued on
December 21, 2006 in lieu of compensation on January 26, 2007		(372,000	)		(372	)		(299,628	)		-			(300,000	)
Issuance of common stock for cash at $0.20 per share on February 9, 2007		3,195,000			3,195			635,805			-			639,000
Issuance of common stock for services rendered at $0.20 per share on February 27, 2007		170,000			170			33,830			-			34,000
Net (loss)		-			-			-			(278,605	)		(278,605	)
Balances at December 31, 2007		4,141,704		$	4,142		$	1,631,929		$	(1,633,296	)	$	2,775
Issuance of common stock upon 1 for 20 reverse stock split (round-up of fractional shares) on January 10, 2008		50,341			50			(50	)		-			-
Net (loss)		-			-			-			(17,847	)		(17,847	)
Balances at March 31, 2008		4,192,045		$	4,192		$	1,631,879		$	(1,651,143	)	$	(15,072	)

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

5

Frezer, Inc.

(A Development Stage Company)

Statements of Cash Flows

							Cumulative
							Period From
	Three Months Ended						May 2, 2005
	March 31,						(Inception) To
	2008			2007			March 31, 2008
	(Unaudited)			(Unaudited)			(Unaudited)
Cash Flows From Operating Activities
Net (loss)	$	(17,847	)	$	(241,460	)	$	(1,651,143	)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Common stock issued for services		-			34,000			265,937
Reversal of accrued payroll and other liabilities		-			(309,623	)		(309,623	)
Write-off of prepaid expenses and other assets		-			14,775			14,775
Depreciation expense		-			-			1,180
Changes in operating assets and liabilities:
Restricted cash		-			(25,000	)		-
Prepaid expenses and other assets		-			-			(10,834	)
Accounts payable		4,517			565			7,974
Accrued expenses		8,027			19,790			17,194
Accrued interest		-			(2,557	)		-
Net cash provided by (used in) operating activities		(5,303	)		(509,510	)		(1,664,540	)
Cash Flows From Investing Activities
Purchase of property and equipment		-			-			(1,180	)
Increase in deposit		-			-			(3,942	)
Net cash provided by (used in) investing activities		-			-			(5,122	)
Cash Flows From Financing Activities
Proceeds from borrowings on notes payable		-			9,998			96,143
Repayment of notes payable		-			(96,143	)		(96,143	)
Proceeds from issuance of common stock		-			639,000			1,186,700
Common stock issued for accrued payroll		-			-			483,434
Net cash provided by financing activities		-			552,855			1,670,134
Net increase (decrease) in cash and cash equivalents		(5,303	)		43,345			472
Cash and cash equivalents, beginning of period		5,775			230			-
Cash and cash equivalents, end of period	$	472		$	43,575		$	472
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

6

Frezer, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2008

1. Basis of Presentation and Organization

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

These results have been determined on the basis of generally accepted accounting principles and practices applied consistently with those used in the preparation of the Company’s annual financial statements for the year ending December 31, 2007. Operating results for the three months ended March 31, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.

The Company recommends that the accompanying financial statements for the interim period be read in conjunction with the financial statements and notes for the year ending December 31, 2007 included in the Company’s Annual Report on Form 10-KSB as filed on March 28, 2008.

Organization and Business

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

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

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

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

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

7

Frezer, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2008

On November 7, 2007, the Company entered into a letter of intent with Breakthrough Venture Corp., pursuant to which the Company intends to combine with Breakthrough either through a merger between Breakthrough and a wholly owned subsidiary of the Company, or an exchange of shares of stock of Breakthrough for shares of common stock of the Company (see Note 6).

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 $1,567,857 and a cumulative net loss of $1,651,143. Since inception, the Company has also been dependent upon the receipt of capital investment or other financing to fund its operations. The Company currently has no source of operating revenue, and has only limited working capital with which to pursue its business plan, which contemplates the completion of a business combination with an operating company. The amount of capital required to sustain operations until the successful completion of a business combination is subject to future events and uncertainties. It may be necessary for the Company to secure additional working capital through loans or sales of common stock, and there can be no assurance that such funding will be available in the future. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

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

2. Summary of Significant Accounting Policies

Use of Estimates

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

Income Taxes

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

8

Frezer, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2008

Cash and Cash Equivalents

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

Fair Value of Financial Instruments

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

Net Loss Per Share

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

Comprehensive Loss

Comprehensive loss is defined as all changes in stockholders’ equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive loss includes net loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. For the three months ended March 31, 2008 and 2007 and for the cumulative period from May 2, 2005 (Inception) to March 31, 2008, the Company’s comprehensive loss was the same as its net loss.

Recently Issued Accounting Pronouncements

In March 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities - an amendment of SFAS No. 133.” This Statement amends and expands the disclosure requirements by requiring qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of, and gains and losses on, derivative instruments, and disclosures about credit risk-related contingent features in derivative agreements. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.

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

3. Change of Control

On February 1, 2007, the Company and KI Equity Partners IV, LLC, a Delaware limited liability company (“KI Equity”) entered into a securities purchase agreement (“Purchase Agreement”) under which the Company agreed to sell and KI Equity agreed to purchase 3,195,000 shares (on a post-Reverse Split basis) of Frezer’s common stock (“Shares”) for a purchase price of $639,000 (“Purchase Price”), or $0.20 per share. The closing of the transactions under the Purchase Agreement occurred on February 22, 2007 (“Closing”).

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.

9

Frezer, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2008

Immediately prior to the Closing, David R. Koos, the former Chairman and Chief Executive Officer of Frezer (“Koos”), Brian F. Pockett, the former Chief Operating Officer of Frezer (“Pockett”), Geoffrey O’Neill, the former President of Frezer (“O’Neill”) and Bombardier Pacific Ventures, Inc., a Nevada corporation controlled by Koos (“Bombardier”) (collectively, the “Principals”) entered into a certain indemnity agreement with Frezer (“Indemnity Agreement”). Under the Indemnity Agreement, the Principals have agreed to indemnify and hold Frezer harmless from all liabilities and obligations related to the period prior to Closing (“Damages”). Except for indemnity claims related to taxes, Frezer is not entitled to indemnification for any Damages in excess of $499,700 (“Cap”), and no demand or claim for indemnification may be made after second anniversary of the Closing (the “Claim Period”). As consideration for providing the indemnification, the Company agreed to pay the Principals an aggregate sum of $376,750. At the Closing, the Principals were paid $351,750, in the aggregate, and the remaining $25,000 was held in escrow for a period of ninety (90) days following the Closing to satisfy any indemnification claims pursuant to the Indemnity Agreement (“Indemnity Escrow”). In June of 2007, the remaining $25,000 that was initially held in escrow was released to the Principles.

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

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

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

Separately, Pockett, O’Neill and Bombardier agreed to sell 305,000 shares (on a post-Reverse Split basis) of Frezer’s common stock (“Transferred Shares”), in the aggregate, to KI Equity for an aggregate purchase price of $61,000, or $0.20 per share (the “Stock Transfer”). The closing of the Stock Transfer occurred on February 22, 2007.

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

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.

10

Frezer, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2008

4. Stockholders’ Equity (Deficit)

Pursuant to its certificate of incorporation, the Company is authorized to issue up to 200,000,000 shares of common stock and 10,000,000 shares of preferred stock, each with a par value of $0.001 per share. At March 31, 2008, there were 4,192,045 shares of common stock issued and outstanding (on a post reverse split basis) and no shares of preferred stock issued or outstanding.

On January 10, 2008, the Company’s Board of Directors authorized a 1-for-20 reverse stock split (“Reverse Split”) of the Company’s common stock outstanding on January 10, 2008, with special treatment for certain of the Company’s stockholders to preserve round lot stockholders.

The Company’s Board of Directors approved special treatment of stockholders of record as of the record date of January 10, 2008 (the “Record Date”) holding fewer than 2,000 shares of common stock to prevent those stockholders from holding less than 100 shares after the Reverse Split (the “Special Treatment”). Accordingly, stockholders who held less than 2,000 shares but at least 100 shares of common stock as of the Record Date and who continued to hold such shares as of the effective date of the reverse split of February 26, 2008 (the “Effective Date”), received 100 shares of common stock.  Stockholders who held less than 2,000 shares but at least 100 shares after the Record Date and who continued to hold such shares as of the Effective Date were not afforded the Special Treatment. No fractional shares were issued for any fractional share interest created by the Reverse Split. Any stockholder who would have otherwise received a fractional share instead received a full share of common stock for any fractional share interests created by the Reverse Split.

As a result of the Special Treatment and round-up for fractional shares, an additional 50,341 shares of common stock were issued as a result of the Reverse Split.

11

Frezer, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2008

5. 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 had agreed to provide a broad range of managerial and administrative services to the Company including, but not limited to, assistance in the preparation and maintenance of the Company’s financial books and records, the filing of various reports with the appropriate regulatory agencies as are required by State and Federal rules and regulations, the administration of matters relating to the Company’s shareholders including responding to various information requests from shareholders as well as the preparation and distribution to shareholders of relevant Company materials, and to provide office space, corporate identity, telephone and fax services, mailing, postage and courier services for a fixed fee of $2,000 per month, for an initial period of twelve months. At the end of the initial twelve month term, the agreement will continue to remain in effect until terminated in writing by either party.

Effective July 1, 2007, the Management Agreement was amended to reduce the monthly fixed fee to $1,000 per month.

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

For the three months ended March 31, 2008 and 2007, the Company recorded $3,000 and $2,000, respectively, of managerial and administrative expenses associated with this agreement which are included as a component of general and administrative expenses in the accompanying statement of operations.

As of March 31, 2008 and 2007, the $11,027 and $3,000, respectively, of accrued expenses listed in the accompanying balance sheets were comprised entirely of liabilities due to related parties.

12

Frezer, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2008

6. Letter Of Intent

On November 7, 2007, the Company entered into a letter of intent (the “Letter of Intent”) with Breakthrough Venture Corp. (“Breakthrough”), pursuant to which the Company intends to combine with Breakthrough either through a merger between Breakthrough and a wholly owned subsidiary of the Company, or an exchange of shares of stock of Breakthrough for shares of common stock (“Common Stock”) of the Company (the “Merger”).

The Letter of Intent provides that a condition to the closing of the merger (the “Closing”) will be the completion of a private placement of securities raising gross proceeds of at least $12 million (the “Offering”). Breakthrough will engage a placement agent for the Offering, and the parties desire the Offering to be completed no later than May 15, 2008.

The Letter of Intent contemplates that after the Merger, the shareholders of Breakthrough immediately prior to the Closing, along with new investors in the Offering, will hold 96% of the fully-diluted Common Stock of the Company and the stockholders of the Company immediately prior to the Closing will hold 4.0% of the fully-diluted Common Stock of the Company.

The Letter of Intent further contemplates that, as a condition to the Merger, certain current shareholders of the Company will receive piggyback registration rights with respect to all shares of Common Stock owned by them. Even if registered, the shares held by one of these shareholders would be subject to a lock-up permitting sale starting six months after the effectiveness of the registration statement with respect to shares underlying securities issued in the Offering.

The completion of the Merger is subject to certain conditions to closing, including but not limited to, the negotiation and execution of various agreements, the delivery of audited financial statements of Breakthrough prepared in accordance with GAAP, and required board, stockholder and member approvals.

Subject to the satisfaction of the above conditions and other customary conditions, the Merger is expected to close by May 15, 2008. However, there can be no assurance that the Merger will be completed.

7. Income Taxes

The tax effects of temporary differences that give rise to significant portions of the Company’s net deferred tax assets at March 31, 2008 and 2007 are as follows:

	March 31,			March 31,
	2008			2007
	(Unaudited)			(Unaudited)
Assets
Net Operating tax carry forwards	$	561,389		$	542,691
Gross deferred tax asset		561,389			542,691
Valuation allowance		(561,389	)		(542,691	)
Net deferred tax asset	$	-		$	-

A full valuation allowance has been recorded against the Company’s deferred tax asset because, based on the weight of available evidence, it is more likely than not that such benefits will not be realized.

13

Frezer, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2008

The benefit from income taxes differs from the amount computed by applying the U.S. federal income tax rate of 15% to loss before income taxes for the cumulative period from June 19, 2006 (Inception) to March 31, 2008 and June 19, 2006 (Inception) to March 31, 2007 as follows:

	March 31,			March 31,
	2008			2007
	(Unaudited)			(Unaudited)
U.S. federal income tax benefit at statutory rate	$	(561,389	)	$	(542,691	)
Change in valuation allowance		561,389			542,691
Benefit from income taxes	$	-		$	-

8. Subsequent Events

In April of 2008, the Company borrowed $20,000 from Vero under an unsecured promissory note bearing interest at 5% per annum, with principal and interest due and payable upon demand.

14

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Frezer, Inc. (“we”, “us”, “our”, or the “Company”) was incorporated in the State of Nevada on May 2, 2005 and maintains its principal executive office at 190 Lakeview Way, Vero Beach, Florida 32963. On June 1, 2005 the Company filed a registration statement on Form 10-SB with the Securities and Exchange Commission (the “SEC”). Upon effectiveness of such registration statement, the Company became subject to the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Company, based on business activities, is currently a “blank check” company. The SEC defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Exchange Act, and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. The Company is also a “shell company,” defined in Rule 12b-2 under the Exchange Act as a company with no or nominal assets (other than cash) and no or nominal operations. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.

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 consummate the Merger (as defined below) and achieve long-term growth potential through the Merger or, in the event the Merger is not consummated, some other combination with a business rather than immediate, short-term earnings. 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.

Proposed Merger

On November 7, 2007, the Company entered into a letter of intent (the “Letter of Intent”) with Breakthrough Venture Corp. (“Breakthrough”), pursuant to which the Company intends to combine with Breakthrough either through a merger between Breakthrough and a wholly owned subsidiary of the Company, or an exchange of shares of stock of Breakthrough for shares of Common Stock (the “Merger”). A detailed description of the Letter of Intent and the Merger is contained in our Current Report on Form 8-K filed with the SEC on November 13, 2007. A copy of the Letter of Intent is attached hereto as Exhibit 10.1. The Company has begun preparation of certain agreements necessary to effectuate the Merger, however, as of the date hereof, the Company has not entered into any definitive agreements.There can be no assurances that the Merger or any similar transaction contemplated under the terms of the Letter of Intent will ever be consummated.

Liquidity and Capital Resources

As of March 31, 2008, the Company had assets equal to $472 comprised exclusively of cash and cash equivalents.  This compares with the Company’s assets as of March 31, 2007 of $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, 2008 totaled $15,544, comprised of $4,517 of accounts payable and $11,027 of  accrued expenses. This compares to the Company’s current liabilities as of March 31, 2007 of $28,655, comprised exclusively of accounts payable and accrued expenses. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.

15

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,
	2008			2007
Net cash used in operating activities	$	(5,303	)	$	(509,510	)
Net cash used in investing activities		-			-
Net cash provided by financing activities	$	-		$	552,855
Net effect on cash	$	(5,303	)	$	(43,345	)

The Company has nominal assets and has generated no revenues since inception. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.

Results of Operations

For the three months ended March 31, 2008, the Company had no activities that produced revenues from operations. It is unlikely the Company will have any revenues unless it is able to effect an acquisition, or merger with an operating company, of which there can be no assurance. It is management's assertion that these circumstances may hinder the Company's ability to continue as a going concern.  The Company’s plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates. 

For the three months ending March 31, 2008, the Company had a net loss of $(17,847), comprised of (a) legal, accounting, audit and other professional service fees of $(10,047) incurred in relation to the filing of the Company’s Annual Report on Form 10-KSB in March of 2008, (b) management fees of $(3,000) incurred in relation to a broad range of managerial and administrative services provided by Vero Management, LLC (“Vero”), (c) stock transfer agent fees of $(1,608) and (d) miscellaneous expenses of $(3,192) incurred in connection to the 1-for-20 reverse stock split that occurred in January of 2008. This compares with a net loss of $(241,460) for the three months ending March 31, 2007, comprised of (a) $(155,898) of operating expenses, consisting of professional fees paid to attorneys, accountants and other consultants related to the reorganization and change of management which took place during the quarter, (b) $(391,526) of other non-operating expenses, made up of $(376,750) of payments made to the Company’s former executive officers under the terms of an indemnity agreement and $(14,776) related to the write-off of miscellaneous prepaid expenses and other assets, (c) $309,623 of other non-operating income, consisting of $300,000 of previously accrued compensation due to the Company’s former executive officers that was forgiven upon execution of a liability release agreement and $9,623 of previously accrued miscellaneous expenses that was also forgiven upon execution of a liability release agreement and (d) interest expense of $(3,659).

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

16

Contractual Obligations

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 4T. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations and related forms, and that such information is accumulated and communicated to our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As of March 31, 2008, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. 

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting during the quarter ended March 31, 2008 that have materially affected or are reasonably likely to materially affect our internal controls.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

17

Item 4. Submission of Matters to a Vote of Security Holders.

Reverse Stock Split

On January 10, 2008 (the “Record Date”), the Board of Directors of the Company adopted and holders of a majority of our issued and outstanding shares of Common Stock approved, by written consent, a resolution authorizing the Board of Directors to effect a reverse stock split of our outstanding Common Stock to be effected in the next twelve months in an amount equal to 1-for-20 (the “Reverse Split”). The Board of Directors had the discretion, as it determined to be in the best interests of the Company and its stockholders, to effect the Reverse Split within twelve months of the Record Date.  On January 30, 2008, the Company issued a definitive information statement (the “Information Statement”) outlining the Reverse Split processes to holders of the Company’s outstanding shares of Common Stock as of the close of business on the Record Date, pursuant to Rule 14c-2 under the Exchange Act. A copy of the Information Statement was filed with the SEC on January 30, 2008.

On February 26, 2008 (the “Effective Date”), the Board of Directors effected the Reverse Split. Accordingly, the number of issued and outstanding shares of Common Stock was reduced in accordance with the exchange ratio of the Reverse Split.  Under the recapitalization structure, the 82,834,064 issued and outstanding shares of Common Stock were reverse split resulting in approximately 4,141,703 shares of Common Stock issued and outstanding post- recapitalization. This figure does not take into account such additional shares that shall be outstanding as a result of the special treatment provided for certain stockholders, as described below, to preserve round lot stockholders.  The par value of the Common Stock remained unchanged as did the number of authorized shares of Common Stock.  

The Company’s Board of Directors approved special treatment of stockholders of record as of the Record Date holding fewer than 2,000 shares of Common Stock to prevent those stockholders from holding less than 100 shares after the Reverse Split (the “Special Treatment”). Accordingly, stockholders who held less than 2,000 shares but at least 100 shares of Common Stock as of the Record Date, and who continued to hold such shares as of the Effective Date received 100 shares of Common Stock.  Stockholders who held less than 2,000 shares but at least 100 shares after the Record Date, and who continued to hold such shares as of the Effective Date were not afforded the Special Treatment. No fractional shares were issued for any fractional share interest created by the Reverse Split. Any stockholder who would have otherwise received a fractional share instead received a full share of Common Stock for any fractional share interests created by the Reverse Split.

Item 5. Other Information.

Notes Payable

On April 23, 2008, the Company issued one 5% promissory note payable for $20,000, to Vero (the “Note”), pursuant to which the Company agreed to repay Vero on such date that Vero, by delivery of written notice to the Company, demands. Interest shall accrue on the outstanding principal balance of the Note on the basis of a 360-day year daily from the date the Company receives the funds, until paid in full at the rate of five percent (5%) per annum. A copy of the Note is attached hereto as Exhibit 4.1.

18

Item 6. Exhibits.

(a) Exhibits required by Item 601 of Regulation S-K.

Exhibit	Description
*3.1	Certificate of Incorporation.
**3.2	Certificate of Amendment of Articles of Incorporation.
*3.3	By-laws.
***4.1	Promissory Note issued to Vero Management, LLC, dated April 23, 2008
****10.1	Letter of Intent, dated November 7, 2007.
31.1	Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008.
32.1	Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

*	Filed as an exhibit to the Company's registration statement on Form 10-SB, as filed with the Securities and Exchange Commission on November 20, 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 Current Report on Form 8-K, as filed with the Securities and Exchange Commission on April 29, 2008, 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 November 13, 2007, and incorporated herein by this reference.

19

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: May 9, 2008	FREZER, INC.
	By:	/s/ Kevin R. Keating
		Kevin R. Keating
		President

20