SecProbe.io

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July 13, 2005

Mail Stop 3561

via U.S. mail and facsimile

Goeffrey O`Neill
1010 University Avenue
Suite 40
San Diego, CA 92103

Re: Frezer, Inc.
       Registration Statement on Form 10-SB
       Filed June 1, 2005
       File No. 0-51336

Dear Mr. O`Neill:

      We have the following comments on your filing. Where
indicated,
we think you should revise your document in response to these
comments.  If you disagree, we will consider your explanation as
to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.  In some of our
comments, we may ask you to provide us with supplemental
information
so we may better understand your disclosure.  After reviewing this
information, we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. We note the proposed spin-off of the common stock of Frezer,
Inc.
to the shareholders of Bio-Matrix Scientific Group.  Please
disclose
the purpose of the spin-off and provide an analysis addressing the
exemption from registration that you rely on in connection with
the
spin-off.  Please consult SEC Staff Legal Bulletin No. 4 (CF),
September 16, 1997, located at
http://www.sec.gov/interps/legal/slbcf4.txt, for the Division`s
views
regarding section 5 of the Securities Act and spin-offs.
2. Please note the updating requirements of Item 310(g) of
Regulation
S-B.
3. A currently dated consent of the independent public accountant
should be provided in all amendments to the registration
statement.
4. You have spelled Cryo-Cell two ways in this registration
statement.  Please revise.
5. Please number the pages of the amended Form S-B before
uploading
to EDGAR.  The page numbers used in this letter are those in the
upper right-hand corner of the EDGAR print-out.

Disclosure Regarding Forward-Looking Statements, page 2

6. Section 27A of the Securities Act and section 21E of the
Exchange
Act do not apply when the registration statement is for shares not
subject to the reporting requirements of sections 13(a) or 15(d)
of
the Securities Exchange Act.  Please either:

delete any references to the Litigation Reform Act; or

make clear, each time you refer to the Litigation Reform Act, that
the safe harbor does not apply when the registration statement is
for
shares not subject to the reporting requirements of section 13(a)
or
15(d) of the Securities Exchange Act.

Reports to Security Holders, page 6

7. Please delete disclosure about the NASDAQ rule.
8. Clarify that this registration statement, unless you withdraw
it
or it is the subject of a stop order, will automatically be
effective
on July 30, 2005, 60 days after the initial filing.  Also,
disclose
that it will then be subject to the Commission`s periodic
reporting
requirements.
9. Item 101(c) of Regulation S-B requires that you do the
following:
* disclose whether you will voluntarily send an annual report and
whether the report will include audited financial statements; and
* state that the SEC maintains an Internet site that contains
reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC and state
the
address of that site is (http://www.sec.gov). You are encouraged
to
give your Internet address, if available.
10. Also, please note that the address of the SEC`s Public
Reference
Room has changed to 100 F Street, N.E., Washington, DC 20549.
Please
revise the disclosure.

Item 1. Description of Business, page 3

11. Please update the disclosure about the distribution of the
registrant`s stock to shareholders of Bio-Matrix Scientific Group,
Inc. ("BMXG").
12. Disclose how your objective of developing cryogenic stem cell
banks differs from the business of Cryo-Cell. Also describe any
current affiliation with Cryo-Cell.
13. Indicate which of your officers or employees has a background
which will be helpful in the development of cryogenic stem cell
banks, and describe how it will be helpful.
14. Disclose whether you have spent any money, and how much,
during
each of the last two fiscal years, on research and development
activities.

Competitive Business Conditions, page 6

15. If any of the listed competitors are affiliated with the
company,
please disclose.  For example, we note that Geoffrey O`Neill was
the
Medical Director of Cryo-Cell.

Government Regulations, page 6

16. Pursuant to Item101(8), (9) and (11) of Regulation S-B,
provide
greater detail regarding the following:
* the need for any government approval of principal products or
services. If government approval is necessary and you have not yet
received that approval, discuss the status of the approval within
the
government approval process;

* the effect of existing or probable governmental regulations on
the
business; and

* the costs and effects of compliance with environmental laws
(federal, state and local).

Item 2.  Management`s Plan of Operation, page 6

17. Revise MD&A to provide a brief description of the spin-off of
the
company from Bio-Matrix Scientific Group, Inc.
18. Please provide significantly greater detail with regard to
your
plan of operations required by Item 303(a) of Regulation S-B,
first
for the next twelve months and, then, to the point of generating
revenues.  Ensure that for each of the projects you have discussed
that you provide detailed milestones and include a timeframe for
completing each milestone in weeks or months.  Also, provide the
estimated costs associated with each milestone.  We may have
additional comments after reviewing your response.
19. In the second paragraph of this section you have indicated
there
will be a patent application and trademark processed within the
next
18 months.  Please discuss in detail in the business section.

Item 4.  Security Ownership of Certain Beneficial Owners and
Management, page 8

20. Ensure that the table reflects current shareholders.  If the
registrant`s stock has not yet been distributed by BMXG to its
shareholders when you file the next amendment to the registration
statement, please revise the table.
21. Revise the number of shares of David Koos to include those
which
he beneficially owns through the three companies listed.  Also,
state
in "footnote (a)" that the total reflects both the shares he owns
directly and the shares he owns beneficially.

Item 5.  Directors, Executive Officers, Promoters and Control
Persons, page 8

22. There are inconsistencies in the registration statement
regarding
titles.  One example is that this section states that David Koos
is
the Chairman, CEO and acting CFO, but the signature page provides
no
title for him.  Another example is that this section states that
Geoffrey O`Neill is the President, but the signature page
indicates
he is "Chairman, secretary and CEO."  A third example is that in
only
one place, the "Security Ownership of Certain Beneficial Owners
and
Management" section on page 8, you have stated that David Koos is
the
chairman of the Board of Directors.  Please review all disclosure
regarding titles and ensure completeness, accuracy and consistency
throughout the registration statement.  If there is only one
director
of the registrant, do not use the plural in discussing this
position
within the company.

David R. Koos, PhD & DBA (46) - Chairman and CEO, Acting CFO, page
9

23. Move to this section the disclosure on page 11 regarding David
Koos` NYSE hearing and the settlement with Dr. Yanda.
24. With regard to the NYSE finding of guilt, you have implied
that
authorization of trades by the client exonerates Mr. Koos of
excessive or unsuitable trading.  Please revise this disclosure
because it appears to be inaccurate.
25. Please disclose in detail the process by which Dr. Yanda
"released and exonerated" First Union Securities, Monahan and
Koos.
Include the meaning of "released and exonerated" in this context.
We
may have further comment.
26. If David Koos was employed by Everen Securities at any time
during the past five years, please disclose the dates of his
employment.
27. In view of the fact that both of David Koos` doctoral degrees
are
from non-accredited universities, please disclose the number of
credit hours he has earned for each and the titles of his
dissertations and whether the dissertations are publicly
available.
We may have further comment.  Also, disclose the locations of
Atlantic International University and Northcentral University.
Supplementally advise us whether the latter is accredited.  If
not,
please disclose.

Brian Pockett (53) - Managing Director and COO, page 9

28. Disclose whether Mr. Pockett has been affiliated with PD&C
during
the past five years, and, if yes, his position and the dates of
his
affiliation.
29. Dislcose the locations of all educational institutions named
in
this section.  Also, supplementally advise us whether all are
accredited.  If not, disclose. In addition, provide the titles of
the
degrees Mr. Pockett has earned.
30. Name the two publishing companies for which Mr. Pockett was an
officer.

Geoffrey O`Neill, PhD (57) - President, page 9

31. Disclose the length of Geoffrey O`Neill`s post-doctoral
training
under Dr. Good and explain whether he received any certification
as a
result.
32. Please specify how many of the 90 publications which Dr.
O`Neill
authored or co-authored concerned primarily stem cell biology.
33. Clarify the dates of Dr. O`Neill`s employment with Cryo-Cell.
34. Please disclose a basis for your assertions that Cryo-Cell is
the
first company to pioneer and commercialize family banking for
umbilical cord blood stem cells and is a leader in its field.
Support
your statement by supplementally providing us with copies of, or
excerpts from, reports or publications which you reference.

Phillip Watts, PhD (37) - Director of Research and Development,
page
10

35. The first sentence of this section states:  "Dr. Philip Watts
brings an outstanding and distinguished career to Bio-Matrix
Scientific and has assumed the position of Director of Research
and
Development."  Please revise if you meant for your statement to be
about his position with the registrant.  In addition, for all
officers, etc., describe any past or present affiliation with Bio-
Matrix Scientific and distinguish it from their present
affiliation
with the registrant.

Item 6.  Executive Compensation, page 12

36. The first sentence of this section indicates that you have
paid
compensation to your employees by the issuance of common stock.
Please comply with the requirements of Item 402 of Regulation S-B
in
disclosing this compensation.

Code of Ethics, page 12

37. Provide the exhibit number of the Code of Ethics.

Item 7.  Certain Relationships and Related Transactions, page 12

38. Explain how you have determined the rental charges for the
office
space you share with Bio-Matrix Scientific Group.
Financial Statements

39. You state that you currently employ eight full time employees.
Please revise to clarify if the parent or the company employs the
eight workers, as the company has only minor administrative
expenses.
All costs of doing business should be included in the issuer`s
financial statements, including expenses incurred on its behalf by
its parent or other shareholders.  A reasonable method of expense
allocation should be applied where specific identification is not
practicable, accompanied by appropriate footnote disclosure.
Please
refer to SAB 1B and revise the financial statements as necessary.
40. Tell us whether you plan to succeed to any part of the
business
of the parent.  If so, the financial statements of Frezer, Inc.
should be restated to include the transferred operations that were
part of the parent`s financial statements.

Balance Sheet

41. It appears that the par value of the common stock is $0.001.
However, on the face of the balance sheet, you state that it is
$0.0001.  Revise the balance sheet accordingly.

Commitments and Contingencies

42. In "Item 3 - Description of Property" you state that you will
pay
rental charges of $45,819 per year beginning on June 3, 2005.
However, in note 4, you state that you use office space provided
by
your parent company at no charge.  Please reconcile these
statements
and if necessary, revise your notes to the financial statements in
accordance with SFAS 13.

Closing Comments

	As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	You may contact Babette Cooper at (202) 551- 3396 if you have
questions regarding the financial statements and related matters.
Please contact Susann Reilly at

(202) 551-3236 with other questions.

      Sincerely,

       John D. Reynolds
       Assistant Director
       Office of Emerging Growth Companies

cc:  David R. Koos
	By facsimile to 619-330-2328
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Goeffrey O'Neill
Frezer, Inc.
July 13, 2005
Page 8

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