SEC Info  
   Home     Search     My Interests     Help     Sign In     Please Sign In  

Wireless Frontier Internet Inc · 10KSB · For 12/31/02

Filed On 5/28/04, 1:21pm ET   ·   Accession Number 1013762-4-642   ·   SEC File 0-08281

  in   Show  and 
Help... Wildcards:  ? (any letter),  * (many).  Logic:  for Docs:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).
 
  As Of                Filer                Filing    For/On/As Docs:Size              Issuer               Agent

 5/28/04  Wireless Frontier Internet Inc    10KSB      12/31/02    5:125K                                   MDM Corp Elec Fi..Inc/FA

Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report -- Small Business                       57    233K 
 2: EX-31       Certification per Sarbanes-Oxley Act (Section 302)     2±     9K 
 3: EX-31       Certification per Sarbanes-Oxley Act (Section 302)     2±     9K 
 4: EX-32       Certification per Sarbanes-Oxley Act (Section 906)     1      6K 
 5: EX-32       Certification per Sarbanes-Oxley Act (Section 906)     1      6K 


10KSB   —   Annual Report — Small Business
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
4Item 1. Description of Business
6Item 2. Description of Property
"Item 3. Legal Proceedings
"Item 4. Submission of Matters to A Vote of Security Holders
"Item 5. Market for Common Equity and Related Stockholder Matters
7Item 6. Management's Discussion and Analysis or Plan of Operation
10Item 7. Financial Statements
"Item 8. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
11Item 8A. Controls and Procedures
"Item 9. Directors and Executive Officers
13Item 10. Executive Compensation
"Item 11. Security Ownership of Certain Beneficial Owners and Management
14Item 12. Certain Relationships and Related Transactions
15Item 13. Exhibits and Reports on Form 8-K
"Item 14. Principal Accounting Fees and Services
16Signatures
23December 31, 1998 Notes to Consolidated Financial Statements
31December 31, 1999 Notes to Consolidated Financial Statements
39December 31, 2000 Notes to Consolidated Financial Statements
47December 31, 2001 Notes to Consolidated Financial Statements
55December 31, 2002 Notes to Consolidated Financial Statements
10KSB1st Page of 57TOCTopPreviousNextBottomJust 1st
 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal years ended: December 31, 1998; December 31, 1999; December 31, 2000; December 31, 2001; and December 31, 2002 WIRELESS FRONTIER INTERNET, INC. (f/k/a Fremont Corporation) (Name of small business issuer in its charter) =============================================================================== Delaware 000-08281 75-2771930 ------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) =============================================================================== 104 West Callaghan, Fort Stockton, Texas 79735 ---------------------------------------- --------- (Address of principal executive offices) (Zip Code) Issuer's telephone number: (432) 336-0336 Securities registered under Section 12 (b) of the Exchange Act: NONE Securities registered under Section 12 (g) of the Exchange Act: Common Stock, Par Value $.001 per share Check whether the issuer (1) has 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 [ ] No [X] Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ] State the issuer's revenues for the most recent fiscal year: $3,699,101 State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. As of last trade on March 30, 2004: $19,714,617 (12,884,717 shares at $1.53 / share) State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 66,402,618 shares of common stock, $.001 par value per share, as of March 31, 2004. Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
10KSB2nd Page of 57TOC1stPreviousNextBottomJust 2nd
EXPLANATORY NOTE As described in the Company's Form 8-K filed with the Securities and Exchange Commission on January 14, 2004, Wireless Frontier Internet, Inc. (f/k/a Fremont Corporation) (the "Company"), through its wholly owned subsidiary Winfill Holdings International Limited ("Winfill"), a British Virgin Island corporation, incurred a net loss in 1998 as a result of various factors, including declining sales, a shortage of working capital, and a bad debt provision necessitated in substantial part by the bankruptcy of a major customer. These aforementioned factors and the cessation of operations of Winfill, prevented the Company's auditors, Arthur Anderson & Co. ("Arthur Anderson"), from finalizing the Company's audit for the year ended December 31, 1998 and, as a result, the Company failed to file its Form 10-KSB Annual Report for the year ended December 31, 1998 and all other required reports under the Securities Exchange Act of 1934 (the "Exchange Act") since. In addition, on September 16, 2003, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") among the Company, Networker Systems, Inc. ("Networker") and Wireless Frontier Internet, Inc. ("Wireless-TX"), a Texas corporation. Pursuant to the Merger Agreement, Networker, a wholly owned subsidiary of the Company, was merged into Wireless-TX with Wireless-TX being the surviving corporation. The shareholders of Wireless-TX exchanged all of the outstanding shares of Wireless-TX for 16,000,000 shares of common stock of the Company. As a result of this transaction, Wireless-TX became a wholly-owned subsidiary of the Company. In addition, the Company also entered into an Asset Purchase Agreement (the "Asset Agreement") dated September 16, 2003 with Million Treasure Enterprises Limited ("Million"), a British Virgin Islands corporation. Pursuant to the Asset Agreement, Million acquired all of the Company's equity interest in Winfill in exchange for Million's return to the Company of the 661,654 shares of common stock of the Company held by Million, the cancellation of Million's warrant to purchase 2,000,000 shares of common stock of the Company and the release of all sums owed by the Company to Million. This report, which covers the fiscal years ended December 31, 1998, 1999, 2000, 2001 and 2002, is being filed in order to satisfy the Company's filing requirements with respect to such periods. Accordingly, unless otherwise stated, all of the information set forth in the report relates to the Company's business and operations prior to the consummation of the transactions in September 2003. Furthermore, such information relates to business operations that have been discontinued since the consummation of the transactions in September 2003 and in no way reflect the Company's current business and operations. For a complete description of the Company's current business and operations see the Company's Form 10-KSB for the year ended December 31, 2003, as amended, filed with the Securities and Exchange Commission on May 13, 2004.This report is drafted in the present tense and reads as if the disclosure hereafter contained was drafted as of the periods covered. The financial statements included with this report were prepared as if the discontinued operations of Fremont Corporation had terminated before the fiscal year ended December 31, 1998. Accordingly, the financial statements included with this report are those of Fremont Corporation, the parent company only.
10KSB3rd Page of 57TOC1stPreviousNextBottomJust 3rd
TABLE OF CONTENTS Page PART I Item 1. DESCRIPTION OF BUSINESS..........................................1 Item 2. DESCRIPTION OF PROPERTY..........................................3 Item 3. LEGAL PROCEEDINGS................................................3 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............3 PART II Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.........3 Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION........4 Item 7. FINANCIAL STATEMENTS.............................................7 Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE..............................7 Item 8A. CONTROLS AND PROCEDURES..........................................8 PART III Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(b) OF THE EXCHANGE ACT.......8 Item 10. EXECUTIVE COMPENSATION..........................................10 Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT......................................................10 Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..................11 Item 13. EXHIBITS AND REPORTS ON FORM 8-K................................12 Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES..........................12 SIGNATURES ................................................................13
10KSB4th Page of 57TOC1stPreviousNextBottomJust 4th
PART I  Item 1. DESCRIPTION OF BUSINESS History Fremont Corporation was incorporated in the State of Utah, on April 22, 1955 under the name of Fremont Uranium Corporation. On July 1, 1993, Fremont Uranium Corporation effected a change of domicile merger and became incorporated in the State of Delaware. It changed its name to Fremont Corporation ("Fremont") at such time. In 1995 Fremont entered into a Share Exchange Agreement with Million Treasure Enterprises Limited, a British Virgin Islands corporation ("Million") to acquire Winfill Holdings International Limited. Fremont owned 100% of Winfill Holdings International Limited, a British Virgin Islands corporation ("Winfill Holdings"). Winfill owned a 98% interest in South China Bicycles Winfill Limited ("SCBW"), a Sino-foreign joint venture. The remaining 2% interest in SCBW was owned by South China Bicycle (Holdings) Limited ("SCH"), a related party. SCBW conducted its operations in the People's Republic of China. Winfill Holdings was engaged in the bicycle manufacturing business. Its business failed due to lack of capital to sustain operations and bad debt and all business was discontinued in 1998. Fremont was dormant for three years and in 2003 new auditors were engaged and negotiations for the acquisition of Wireless Frontier Internet, Inc. ("Wireless"). Subsequent Events On September 30, 2003, the Company entered into an Agreement and Plan of Merger with Wireless. Pursuant to the merger agreement Networker Systems, Inc., a wholly owned subsidiary of the Company, was merged into the Wireless Frontier Internet, Inc., with Wireless being the surviving corporation. The shareholders of Wireless exchanged all the outstanding shares of Wireless for 16,026,579 shares of the common stock of the Company in a one for one exchange. As a result of this transaction Wireless became a wholly owned subsidiary of the Company. In addition, the Company also entered into an Asset Purchase Agreement with Million Treasure Enterprises Limited. Pursuant to this agreement, Million acquired all of the Company's equity interest in Winfill for Million's return to the Company of the 661,654 shares of common stock held by Million, the cancellation of Million's warrants, and the forgiveness of all sums owed by Fremont to Million. The Company realized a $261,649 loss from this transaction. The accompanying financial statements were prepared as if the discontinued operations had been terminated at the end of the period preceding the period reported. The transactions in the accompanying statements are those of Fremont Corporation, the parent company only. As a result of this accounting treatment Fremont has been a shell corporation since 1998. All references in this Annual Report to "the Company", "we", "our" or "us" refer to Fremont. Business of the Company Potential Business Combination As described above, as a result of the discontinuation of the business of the Company's subsidiary, Winfill, and the accounting treatment for the transactions consummated in September 2003, we have been a shell corporation since 1998. This report is drafted in the present tense and reads as if the disclosure hereafter contained was drafted as of the periods covered. We will attempt to locate and negotiate with a business entity for the merger of that target business into us. In certain instances, a target business may wish to become a subsidiary of ours or may wish to contribute assets to us rather than merge. No assurances can be given that we will be successful in locating or negotiating with any target business. We believe that there are perceived benefits to being a reporting company with a class of publicly-traded securities, even though we have no active business activities. These are commonly thought to include: (1) the ability to use registered securities to make acquisition of assets or businesses; (2) increased visibility in the financial community; (3) the facilitation of borrowing from financial institutions; (4) improved trading efficiency; (5) shareholder liquidity; (6) greater ease in subsequently raising capital; (7) compensation of key employees through stock options; (8) enhanced corporate image; and (9) a presence in the United States capital market. A business entity, if any, which may be interested in a business combination with us may include: (1) a company for which a primary purpose of becoming public is the use of its securities for the acquisition of assets or businesses; (2) a company which is unable to find an underwriter of its securities or is unable to find an underwriter of securities on terms acceptable to it; (3) a company that wishes to become public with less dilution of its common stock than would occur normally upon an underwriting; (4) a company which believes that it will be able to obtain investment capital on more favorable terms after it has become public; (5) a foreign company which may 1
10KSB5th Page of 57TOC1stPreviousNextBottomJust 5th
wish an initial entry into the United States securities market; (6) a special situation company, such as a company seeking a public market to satisfy redemption requirements under a qualified Employee Stock Option Plan; or (7) a company seeking one or more of the other perceived benefits of becoming a public company. We will be actively engaged in seeking a qualified company as a candidate for a business combination. We may then enter into a definitive agreement with a wide variety of businesses without limitation as to their industry or revenues. It is not possible at this time to predict with which company, if any, we will enter into a definitive agreement or what will be the industry, operating history, revenues, future prospects or other characteristics of that company. We may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries. In analyzing prospective business opportunities, management may consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development, or exploration; specific risk factors not now foreseeable but which then may be anticipated to impact our proposed activities; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services, or trades; name identification; and other relevant factors. Following a business combination, we may benefit from the services of others in regard to accounting, legal services, underwritings and corporate public relations. If requested by a target business, management may recommend one or more underwriters, financial advisors, accountants, public relations firms or other consultants to provide such services. A potential target business may have an agreement with a consultant or advisor providing that services of the consultant or advisor be continued after any business combination. Additionally, a target business may be presented to us only on the condition that the services of a consultant or advisor be continued after a merger or acquisition. Such preexisting agreements of target businesses for the continuation of the services of attorneys, accountants, advisors or consultants could be a factor in the selection of a target business. In implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. On the consummation of a transaction, it is likely that our present management and stockholders will no longer be in control of the company. In addition, it is likely that our officers and directors will, as part of the terms of the acquisition transaction, resign and be replaced by one or more new officers and directors. It is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of a transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, of which there can be no assurance, it will be undertaken by the surviving entity after we have entered into an agreement for a business combination or have consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in our securities may depress the market value of our securities in the future if such a market develops, of which there is no assurance. With respect to any merger or acquisition negotiations with a target business, management expects to focus on the percentage of the company which target business stockholders would acquire in exchange for their shareholdings in the target business. Depending upon, among other things, the target business' assets and liabilities, our stockholders will in all likelihood hold a substantially lesser percentage ownership interest following any merger or acquisition. Any merger or acquisition we effect can be expected to have a significant dilutive effect on the percentage of shares held by our stockholders at such time. We cannot assure you that we will be able to enter into a business combination, as to the terms of a business combination, or as to the nature of the target business. 2
10KSB6th Page of 57TOC1stPreviousNextBottomJust 6th
We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. We believe (but have not conducted any research to confirm) that there are numerous firms seeking the perceived benefits of a publicly registered corporation. Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, increasing the opportunity to use securities for acquisitions, and providing liquidity for stockholders and other factors. Business opportunities may be available 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.  Item 2. DESCRIPTION OF PROPERTY Since the Company discontinued its business operations in 1998, the Company does not own or lease any material property.  Item 3. LEGAL PROCEEDINGS The Company is not a party to, nor is any of its property subject to, any pending legal proceeding.  Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There was no matter submitted to a vote of the Company's security holders during the fourth quarter of the fiscal years ended December 31, 1998, December 31, 1999, December 31, 2000, December 31, 2001 and December 31, 2002. PART II  Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The Company's common stock began trading on the NASDAQ SmallCap Market on May 29, 1997 under the symbol "BYCL". From March 1996 until May 28, 1997, the Company's common stock was traded on the OTC Bulletin Board. The table below sets forth the high and low price information for the Company's common stock for the periods indicated. Such prices are inter-dealer prices, without mark-up, mark-down or commission and may not represent actual transactions. High Low ---- --- Fiscal Year Ended December 31, 2002 Three months ended March 31, 2002 $0.01 $0.01 Three months ended June 30, 2002 0.01 0.01 Three months ended September 30, 2002 0.02 0.01 Three months ended December 31, 2002 0.02 0.00 Fiscal Year Ended December 31, 2001 Three months ended March 31, 2001 * * Three months ended June 30, 2001 $0.05 $0.04 Three months ended September 30, 2001 0.04 0.02 Three months ended December 31, 2001 0.02 0.02 Fiscal Year Ended December 31, 2000 Three months ended March 31, 2000 $0.38 $0.10 Three months ended June 30, 2000 0.38 0.09 Three months ended September 30, 2000 0.13 0.10 Three months ended December 31, 2000 * * Fiscal Year Ended December 31, 1999 Three months ended March 31, 1999 $0.44 $0.06 Three months ended June 30, 1999 0.22 0.06 Three months ended September 30, 1999 0.17 0.07 Three months ended December 31, 1999 0.45 0.07 Fiscal Year Ended December 31, 1998 Three months ended March 31, 1998 $2.00 $0.75 Three months ended June 30, 1998 1.13 0.38 Three months ended September 30, 1998 0.81 0.25 Three months ended December 31, 1998 0.94 0.09 3
10KSB7th Page of 57TOC1stPreviousNextBottomJust 7th
Fiscal Year Ended December 31, 1997 Three months ended March 31, 1997 $6.00 $3.88 Three months ended June 30, 1997 5.75 3.44 Three months ended September 30, 1997 5.62 4.00 Three months ended December 31, 1997 5.50 1.12 * No reliable data is available due to the inactivity of the stock during this period. As of December 31, 2002, there were approximately 2,195 holders of record of the Company's common stock. Dividends The Company has not paid any cash dividends on its common stock and has no present intention of paying cash dividends in the foreseeable future. It is the present policy of the Board of Directors to retain all earnings to provide for the future growth of the Company. Any payment of dividends in the future will be dependent upon the amount of funds legally available and is contingent upon the Company's earnings, financial condition, capital requirements, and other factors which the Board of Directors deems relevant. The following table sets forth certain information relating to equity securities authorized for issuance under compensation plans: [Enlarge/Download Table] Equity Compensation Plan Information Number of securities to be Weighted-average exercise Number of securities issued upon exercise of price of outstanding options, remaining available for outstanding options, warrants and rights future issuance under equity warrants and rights compensation plans (excluding securities reflected in column (a)) --------------------------------- ------------------------------ ------------------------------- ------------------------------ (a) (b) (c) --------------------------------- ------------------------------ ------------------------------- ------------------------------ Equity compensation plans 0 0 0 approved by security holders --------------------------------- ------------------------------ ------------------------------- ------------------------------ Equity compensation plans not approved by security holders 0 0 600,000 --------------------------------- ------------------------------ ------------------------------- ------------------------------ Total 0 0 600,000 --------------------------------- ------------------------------ ------------------------------- ------------------------------  Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Introduction NOTE: This report is drafted in the present tense and reads as if the disclosure hereafter contained was drafted as of the periods covered. The statements contained in this Report that are not historical are forward-looking statements, including statements regarding the Company's expectations, intentions, beliefs or strategies regarding the future. Forward- looking statements include the Company's statements regarding liquidity, anticipated cash needs and availability and anticipated expense levels. All forward-looking statements included in this Report are based on information available to the Company on the date hereof, and the Company assumes no obligation to update any such forward-looking statement. It is important to note that the Company's actual results could differ materially from those in such forward-looking statements. Additionally, the following discussion and analysis should be read in conjunction with the Financial Statements and notes thereto appearing elsewhere in this Report. Fremont, a Delaware corporation, was incorporated in the State of Utah on April 22, 1995, as Fremont Uranium Corporation. On July 1, 1993, the Company reincorporated in the State of Delaware and changed its name to Fremont Corporation. From 1989 through April 28, 1995, the Company was engaged in acquiring interests in oil and natural gas properties and in seeking potential acquisition or merger opportunities. In March 1995 the Company entered into a Share Exchange Agreement with Million and Winfill, both of which are British Virgin Islands corporations. On April 28, 1995, pursuant to a Share Exchange Agreement, the Board of Directors effected the following: a 1 for 100 reverse stock split on April 28, 1995; acquired from Million, 41,000 shares of 4
10KSB8th Page of 57TOC1stPreviousNextBottomJust 8th
Winfill Holdings International Limited for 4,760,000 shares of the Company's common stock; and transferred to the Company's former president and controlling stockholder all of its operating assets (except the Winfill stock) in exchange for the assumption of all the liabilities of the Company. Winfill Holdings International Limited owned a 98% interest in SCBW, a Sino-foreign joint venture engaged in the design, manufacture and marketing of bicycles, bicycle parts, components, steel tubes and exercise equipment. Except for a 69% interest in South China Bicycles Co. Ltd., SCBW owns 100% interests in its principal operating subsidiaries, all of which are organized in the People's Republic of China. Discontinued Operations Due to lack of capital, bad debt and unprofitability, all of the Company's, and its wholly-owned subsidiary's business, was discontinued in 1998. Any assets were liquidated or written off. Debts were settled or negotiated. No operating results of the Fremont businesses are included in this discussion or in the operating statements of the Company due to such discontinuance. Income Taxes For federal income tax purposes, the Company has an approximate $1,000,000 net operating loss carry forward which starts to expire in 2008. Results of Discontinued Operations Results of discontinued operations for year ended December 31, 1998 compared to year ended December 31, 1997. Revenues, Expenses and Net Loss Revenues generated during the year ended December 31, 1998 amounted to $0, compared to $20,779,000 for the year ended December 31, 1997. Total expenses for the year ended December 31, 1998 aggregated $152,945, which amounted to a net loss from operations of $152,945. This compares to net income of $693,000 for the year ended December 31, 1997. The net loss per share was $.03 for the year ended December 31, 1998, as compared to net income of $.12 per share for the year ended December 31, 1997. Results of discontinued operations for year ended December 31, 1999 compared to year ended December 31, 1998. Revenues, Expenses and Net Loss Revenues generated during the years ended December 31, 1999 and December 31, 1998 amounted to $0. Total expenses for the year ended December 31, 1999 aggregated $90,064, which amounted to a net loss from operations of $90,064. This compares to total expenses of $152,945 and a net loss from operations of $152,945 for the year ended December 31, 1998. The net loss per share was $.02 for the year ended December 31, 1999, as compared to a net loss of $.03 for the year ended December 31, 1998. Results of discontinued operations for year ended December 31, 2000 compared to year ended December 31, 1999. Revenues, Expenses and Net Loss Revenues generated during the years ended December 31, 2000 and December 31, 1999 amounted to $0. Total expenses for the year ended December 31, 2000 aggregated $86,805, which amounted to a net loss from operations of $86,805. This compares to total expenses of $90,064 and a net loss from operations of $90,064 for the year ended December 31, 1999. The net loss per share was $.01 for the year ended December 31, 2000, as compared to a net loss of $.02 for the year ended December 31, 1999. Results of discontinued operations for year ended December 31, 2001 compared to year ended December 31, 2000. Revenues, Expenses and Net Loss Revenues generated during the years ended December 31, 2001 and December 31, 2000 amounted to $0. Total expenses for the year ended December 31, 2001 aggregated $34,050, which amounted to a net loss from operations of $34,050. This compares to total expenses of $86,805 and a net loss from operations of $86,805 for the year ended December 31, 2000. The net loss per share for the years ended December 31, 2001 and December 31, 2000 was $.01. 5
10KSB9th Page of 57TOC1stPreviousNextBottomJust 9th
Results of discontinued operations for year ended December 31, 2002 compared to year ended December 31, 2001. Revenues, Expenses and Net Loss Revenues generated during the years ended December 31, 2002 and December 31, 2001 amounted to $0. Total expenses for the year ended December 31, 2002 aggregated $255, which amounted to a net loss from operations of $255. This compares to total expenses of $34,050 and a net loss from operations of $34,050 for the year ended December 31, 2001. The net loss per share was $0 for the year ended December 31, 2002, as compared to a net loss of $.01 for the year ended December 31, 2001. Liquidity and Capital Resources We currently have no business activities. We will attempt to locate and negotiate with a business entity for the merger of that target business into us. In certain instances, a target business may wish to become a subsidiary of ours or may wish to contribute assets to us rather than merge. No assurances can be given that we will be successful in locating or negotiating with any target business. We have incurred substantial losses during the period of discontinued operations. We will continue to sustain losses until we establish profitable operations through a merger, or otherwise. The achievement and/or success of these planned measures, however, cannot be determined at this time. Year Ended December 31, 1998 At December 31, 1998, the Company had current assets of $28,678 and fixed assets of $2,103 (net of depreciation). The Company, at December 31, 1998, had current liabilities of $174,965. Current liabilities primarily consists of the accrual of accounting and legal fees. The majority of these fees were converted to common stock of the Company after the merger with Wireless Internet, Inc. on September 16, 2003. As of December 31, 1998, other than smaller bank notes and equipment financing, we did not have any significant financing arrangements in place. As of December 31, 1998, we had $678 in cash and $28,000 in accounts receivable. Year Ended December 31, 1999 At December 31, 1999, the Company had current assets of $7,267 and fixed assets of $1,263 (net of depreciation). The Company, at December 31, 1999, had current liabilities of $242,778. Current liabilities primarily consists of the accrual of accounting and legal fees. The majority of these fees were converted to common stock of the Company after the merger with Wireless Internet, Inc. on September 16, 2003. As of December 31, 1999, other than smaller bank notes and equipment financing, we did not have any significant financing arrangements in place. As of December 31, 1999, we had $4,267 in cash and $3,000 in accounts receivable. Year Ended December 31, 2000 At December 31, 2000, the Company had current assets of $607 and fixed assets of $759 (net of depreciation). The Company, at December 31, 2000, had current liabilities of $322,419. Current liabilities primarily consists of the accrual of accounting and legal fees. The majority of these fees were converted to common stock of the Company after the merger with Wireless Internet, Inc. on September 16, 2003. As of December 31, 2000, other than smaller bank notes and equipment financing, we did not have any significant financing arrangements in place. As of December 31, 2000, we had $607 in cash and $0 in accounts receivable. Year Ended December 31, 2001 At December 31, 2001, the Company had current assets of $100 and fixed assets of $255 (net of depreciation). The Company, at December 31, 2001, had current liabilities of $355,458. Current liabilities primarily consists of the accrual of accounting and legal fees. The majority of these fees were converted to common stock of the Company after the merger with Wireless Internet, Inc. on September 16, 2003. As of December 31, 2001, other than smaller bank notes and equipment financing, we did not have any significant financing arrangements in place. As of December 31, 2001, we had $100 in cash and $0 in accounts receivable. 6
10KSB10th Page of 57TOC1stPreviousNextBottomJust 10th
Year Ended December 31, 2002 At December 31, 2002, the Company had current assets of $532 and fixed assets of $0 (net of depreciation). The Company, at December 31, 2002, had current liabilities of $355,890. Current liabilities primarily consists of the accrual of accounting and legal fees. The majority of these fees were converted to common stock of the Company after the merger with Wireless Internet, Inc. on September 16, 2003. As of December 31, 2002, other than smaller bank notes and equipment financing, we did not have any significant financing arrangements in place. As of December 31, 2002, we had $532 in cash and $0 in accounts receivable. Subsequent Events On September 30, 2003, the Company entered into an Agreement and Plan of Merger with Wireless. Pursuant to the merger agreement Networker Systems, Inc., a wholly owned subsidiary of the Company, was merged into the Wireless Frontier Internet, Inc., with Wireless being the surviving corporation. The shareholders of Wireless exchanged all the outstanding shares of Wireless for 16,026,579 shares of the common stock of the Company in a one for one exchange. As a result of this transaction Wireless became a wholly owned subsidiary of the Company. In addition, the Company also entered into an Asset Purchase Agreement with Million Treasure Enterprises Limited. Pursuant to this agreement, Million acquired all of the Company's equity interest in Winfill for Million's return to the Company of the 661,654 shares of common stock held by Million, the cancellation of Million's warrants, and the forgiveness of all sums owed by Fremont to Million. This combination was treated as a reverse merger whereby the acquired company is treated as the acquiring company for accounting purposes. Also, in connection with this transaction the Company recognized $426,751 as other income in the third quarter of 2003 as forgiveness of debt. As a result of the foregoing transactions, the financial statements of the Company that have been filed following the consummation of such transactions reflect the financial condition and operations of Wireless on a historical basis. For a complete description of the Company's current financial condition and operations see the Company's Form 10-KSB for the year ended December 31, 2003, as amended, filed with the Securities and Exchange Commission on May 13, 2004. On March 31, 2004, the Company's Board of Directors declared a 2 for 1 forward stock split. Except for the number of shares outstanding of the Company's common stock of 66,402,618 stated as of March 31, 2004 all share holdings and other share quantities of the Company's common stock which are referred to in this report are pre-split quantities.  Item 7. FINANCIAL STATEMENTS All financial information required by this Item is attached hereto beginning on Page F-1.  Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Fremont, through its wholly owned subsidiary Winfill, incurred a net loss in 1998 as a result of various factors, including declining sales, a shortage of working capital, and a bad debt provision necessitated in substantial part by the bankruptcy of a major customer. These aforementioned factors and the cessation of operations of Winfill, prevented the Company's auditors, Arthur Anderson & Co. ("Arthur Anderson"), from finalizing the Company's audit for the year ended December 31, 1998 and, as a result, the Company failed to file its Form 10-KSB Annual Report for the year ended December 31, 1998 and all other required reports under the Securities Exchange Act of 1934 (the "Exchange Act") since that time. As a result of the winding-down of Arthur Andersen's business during 2002, current management of the Company has not been in contact with a representative of Arthur Anderson, effectively terminating the Company's relationship with Arthur Andersen. As a result of the cessation of the Company's business operations and Arthur Anderson's winding-down, current management has been unable to determine if Arthur Anderson has terminated its auditor relationship with the Company, although Arthur Andersen will no longer serve as the Company's independent auditor. The audit reports of Arthur Andersen on the consolidated financial statements of the Company for each of the years ended December 31, 1997, and December 31, 1996, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 1997 and December 31, 1996, as well as during the period from January 1, 1998 through the date of the winding-down of Arthur Anderson's affairs, there were no disagreements with Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Arthur Andersen would have caused them to make reference to the matter in their report. 7
10KSB11th Page of 57TOC1stPreviousNextBottomJust 11th
During the two most recent fiscal years and through the date of the winding-down of Arthur Anderson's affairs, there have been no reportable events (as defined in Regulation S-B Item 304(a)(1)(v)). The Company has been unable to contact Arthur Andersen in connection with a request that Arthur Andersen furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements and disclosure due to the fact that the personnel primarily responsible for the Company's account (including the engagement partner and manager) have left Arthur Andersen. On September 17, 2003, the Company, upon recommendation of the Board of Directors, engaged Pollard-Kelley Auditing Services Inc. ("Pollard-Kelley") to serve as the Company's independent public accountants. During the two most recent fiscal years and through the date hereof, the Company did not consult Pollard-Kelley with respect to the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's consolidated financial statements, or any other matters or reportable events set forth in Items 304(a)(2)(i) and (ii) of Regulation S-B. During the two most recent fiscal years and through September 17, 2003, the Company has not consulted with Pollard-Kelley regarding either: o the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report was provided to the Company nor oral advice was provided that Pollard-Kelley concluded was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or financial reporting issue; or o any matter that was either subject of disagreement or event, as defined in Item 304(a)(1)(iv)(A) of Regulation S-B and the related instruction to Item 304 of Regulation S-B, or a reportable event, as that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-B.  Item 8A. CONTROLS AND PROCEDURES As of December 31, 2003, the Company's principal executive officer and principal financial officer have evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, the Company's principal executive officer and principal 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 the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. There were no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of the most recent evaluation of such, including any corrective actions with regard to significant deficiencies and material weaknesses. PART III  Item 9. DIRECTORS AND EXECUTIVE OFFICERS The directors and executive officers of the Company during the periods covered by this Report, their positions and current ages are as follows: Name Age Position(s) ---- --- ----------- Rong Shao Jia 62 Chief Executive Officer and Director Winston Wu 45 President and Director (Wu Fa Pei) Zhao Ya Wen 53 Chief Operating Officer and Director Edward Ding 41 Vice President and Chief Financial Officer Sze Yet Wen 48 Director 8
10KSB12th Page of 57TOC1stPreviousNextBottomJust 12th
Li Fai 49 Director Gao Wei Son 66 Director Zhen Da Qing 56 Director Biographies of Directors and Executive Officers: Rong Shao Jia, Chief Executive Officer and a Director of the Company, is responsible for the formulation of the Company's overall policies and development strategies. He has over 34 years of experience in bicycle production and business management. Under his supervision, since 1988 SCBW was expanded from a small factory of 200 employees to having over 1,500 employees. Mr. Rong owns a 31% interest in Million and a .01% interest in Fogance Industries Limited, which was the Hong Kong-based overseas purchasing and sales agent for the Company. Winston Wu (Wu Fa Pei), President and a Director of the Company, is responsible for domestic and overseas market development. Before joining SCBW in January 1995, Mr. Wu was the Deputy General Manager of the China Division of Le Saunda Holdings Limited, a public company listed on the Hong Kong Stock Exchange, from June 1993 to December 1994, where he was in charge of developing shoes and clothing retail stores in China. From December 1991 to June 1993, he was an associate professor of marketing and statistics in the School of Business at the South China University of Technology. Zhao Ya Wen, Chief Operating Officer and a Director of the Company, is responsible for overseeing the overall operations of the Company and assisting in the formulation of the Company's policies and development strategies. Before joining SCBW in 1993, Mr. Zhao was the Deputy Head of Zhaoqing Light Industries Department from 1990 to 1993. Edward Ding (Ding Yuehua), Vice President and Chief Financial Officer of the Company, is responsible for the accounting and financial reporting functions. From 1995 to 1997, Mr. Ding was the corporate business development manager of FTB Packaging Ltd., a Hong Kong-based subsidiary of Ball Corp., a Fortune 500 company. From 1992 to 1995, Mr. Ding was a senior economist and manager of the Research and Planning Division of China Merchants Holdings Co. Ltd., a Hong-Kong-based Chinese company. Sze Yet Wen, a Director of the Company, has been an independent businessman and investor for the past eleven years. Mr. Sze is president of South Bridge Industries Ltd., a Hong Kong company, which owns a 31% minority interest in SCB, a subsidiary of SCBW. Mr. Sze is also president of Hong Kong Easy Keen Industries Ltd., a Hong Kong company. Mr. Sze owns a 43% interest in Million. Li Fai, a Director of the Company, has been an independent businessman and investor for the past eleven years. Mr. Li is the managing director of Lanzhou Guanghua Hotel in China, and is also a director of the Kei Tak Institute of Old Age Ltd., a retirement home located in Hong Kong. Mr. Li owns a 26% interest in Million. Gao Wei Son, a Director of the Company, is the president and senior engineer of Hong Kong Hopewick International Ltd. Mr. Gao was an officer of Guangdong Province Light Industries Bureau from 1961 to 1983. From 1983 to 1995, he was general manager of the Guangdong Province Daily Necessities Company. Zhen Da Qing, a Director of the Company, is a director and vice general manager of Zhaoqing Industries State Property Development Co., Ltd. Mr. Zhen worked in the Zhaoqing Chemical Industry Factory and was also a director of the Zhaoqing Administration Training Institution from 1968 to 1988. From 1988 to 1993, he was an official of the Zhaoqing Economic Commission and a director of the Zhaoqing Industries Project Development Office. Audit Committee The Company does not have a separately designated standing audit committee, or a committee performing similar functions. The Company also does not have an audit committee financial expert (as defined in Item 401 of Regulation S-B). COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT: Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive officers, directors and persons who beneficially own more than 10% of the Company's common stock to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms filed by such persons. Based solely on its review of public filings, the Company believes that, with respect to the fiscal year ended December 31, 2002, and each of the prior fiscal years, each of the Company's executive officers and directors, and each of the persons known to the Company to beneficially own more than 10% of the Company's common stock, complied with all reporting requirements, except as follows: (1) Rong Shao Jia, Winston Wu, Zhao Ya Wen, Edward Ding, Sze Yet Wen, Li Fai, Zhen Da Qing and Million Treasure Enterprises Limited failed to file Form 3s; and (2) Rong Shao Jia, Winston Wu, Zhao Ya Wen, Edward Ding, Sze Yet Wen, Li Fai and Gao Wai Son failed to file a Form 4 on at least one occasion. 9
10KSB13th Page of 57TOC1stPreviousNextBottomJust 13th
Item 10. EXECUTIVE COMPENSATION The following table summarizes the compensation earned by or paid to our Chief Executive Officer and the other most highly compensated executive officers whose total salary and bonuses exceeded $100,000 for services rendered in all capacities during the fiscal years ended December 31, 1996, 1997, 1998, 1999, 2000, 2001 and 2002. [Enlarge/Download Table] -------------------------------------------------------------------------------------------------------------------- Name and Year Salary Bonus Other Restricted Securities LTIP All Other Principal Position ($) Annual Stock Underlying Payouts Compensation Compen- Awards Options sation ($) Rong Shao Jia, Chief 2002 0 0 0 0 0 0 0 Executive Officer 2001 0 0 0 0 0 0 0 2000 0 0 0 0 0 0 0 1999 0 0 0 0 0 0 0 1998 0 0 0 0 0 0 0 1997 $10,000 0 0 0 0 0 0 1996 $10,000 0 0 0 0 0 0 -------------------------------------------------------------------------------------------------------------------- Compensation Agreements: During the periods covered by this report, the Company was not a party to any long-term employment or consulting agreements with its officers or directors. Board of Directors: During the periods covered by this Report, no meetings of the Board of Directors were held; all corporate actions were conducted by unanimous written consent of the Board of Directors. Directors receive no compensation for serving on the Board of Directors, but are reimbursed for any out-of-pocket expenses incurred in attending board meetings. The Company had no nominating or compensation committees, or committees performing similar functions, during the periods covered by this Report. Effective May 1, 1997, the Board of Directors formed an audit committee, consisting of Gao Wei Son and Zhen Da Qing. The audit committee's primary responsibilities are to recommend the appointment of the Company's independent auditors and to review the scope and results of the audits, the internal accounting controls of the Company, audit practices and the professional services furnished by the independent auditors. Stock Option Plan: On January 6, 1997, the Board of Directors adopted the 1997 Stock Option Plan covering options to purchase up to 600,000 shares of common stock to be issued to key executives, consultants and directors. No stock options have been granted under the stock option plan.  Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT During the periods covered by this report, the Company did not issue or redeem any shares of common stock, and there were no transactions or activities reported to the Company's transfer agent that resulted in any change in the beneficial ownership of the Company's shares. Accordingly, the following table sets forth, as of December 31, 2002, 2001, 2000, 19999 and 1998: (a) the names and addresses of each beneficial owner of more than five percent (5%) of the Company's common stock known to the Company, the number of shares of common stock beneficially owned by each such person, and the percent of the Company's common stock so owned; and (b) the number of shares of common stock beneficially owned, and the percentage of the Company's common stock so owned, by each director, and by all directors and officers of the Company as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as other wise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated. 10
10KSB14th Page of 57TOC1stPreviousNextBottomJust 14th
Name of Amount and Nature of Percent of Shares Beneficial Owner Beneficial Ownership of Common Stock(1) ---------------- -------------------- ----------------- Million Treasure 4,685,000 (2) 79.9% Enterprises Limited Flat 3, 9/F Swire & Maclane House 21 Austin Avenue Tsim Sha Tsui Kowloon, Hong Kong Rong Shao Jia (4) - (3) - Sze Yet Wen (4) - (3) - Li Fai (4) - (3) - Zhao Ya Wen (4) - - Winston Wu (4) - - Edward Ding (4) - - Gao Wei Son (4) - - Zhen Da Qing (4) - - All Directors and Executive Officers as a Group (8 persons) - (3) - (1) Percentage ownership based on 5,861,639 shares of common stock issued and outstanding as of December 31, 1998, 1999, 2000, 2001 and 2002. (2) In conjunction with the acquisition of Winfill by the Company in April 1995, Million Treasure Enterprises Limited received a warrant entitling the holder, upon amendment of the Company's Certificate of Incorporation, to convert up to 2,000,000 shares of common stock into an equivalent number of Class B common shares. The Class B common shares are identical to the outstanding shares of common stock except that they will have three votes per share. The existing shares of common stock have one vote per share. (3) Rong Shao Jia, Sze Yet Wen and Li Fai are the sole shareholders of Million, and own equity interests in Million of 31%, 43% and 26%, respectively. Each such person disclaims beneficial ownership of the shares of common stock owned by Million. (4) The address for each such officer and/or director is c/o SCBW, No. 8 Duanzhou 7 Road, Zhaoqing City, Guangdong Province, People's Republic of China. There are no outstanding arrangements that may result in a change in control of the Company.  Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Related Party Transactions In connection with the formation of SCBW as a Sino-foreign joint venture between SCH and Winfill in June 1994, Winfill issued a note payable to Million for $5,000,000. Million assigned $1,000,000 of such note to a third party, which is included in accrued expenses and other liabilities in the consolidated balance sheet at December 31, 1997, and which is due and payable on June 30, 1998. The $4,000,000 note payable to Million is unsecured, bears no interest, has no fixed payment terms, and is expected to remain outstanding for the indefinite future. SCH is a 2% minority shareholder of SCBW, which is 98% owned by the Company's wholly-owned subsidiary, Winfill. Sze Yet Wen, a director of the Company, indirectly controls a 31% minority interest in SCB, a subsidiary of SCBW, and is a shareholder of Easy Keen and of Million, the controlling shareholder of the Company. 11
10KSB15th Page of 57TOC1stPreviousNextBottomJust 15th
Subsequent Events In connection with the September 16, 2003 Merger Agreement entered into among the Company, Networker Systems, Inc. and Wireless Frontier Internet, Inc., the $4,000,000 note payable to Million was forgiven.  Item 13. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit Number Description of Document ------ ----------------------- 2.1 Asset Purchase Agreement between Partners Alliance Group, Inc. and Todd Jagger, individually and d/b/a the Overland Network Inc., dated November 30, 2001. (Incorporated by reference to the Company's Form 10-KSB/A filed with the Securities and Exchange Commission on May 13, 2004.) 2.2 Asset Purchase Agreement between Partners Alliance Group, Inc. and William L. Brooks of Brooks Data Consultants, Inc., dated May 31, 2002. (Incorporated by reference to the Company's Form 10- KSB/A filed with the Securities and Exchange Commission on May 13, 2004.) 3.1 Certificate of Incorporation. (Incorporated by reference to the Company's Registration Statement on Form 8-B dated July 1,1993.) 3.2 Bylaws. (Incorporated by reference to the Company's Registration Statement on Form 8-B dated July 1, 1993.) 31.1 Certification by Alex Gonzalez, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification by Sandy Landstrom, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification by Alex Gonzalez, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification by Sandy Landstrom, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K None.  Item 14. Principal Accounting Fees and Services General. Pollard-Kelley Auditing Services, Inc. is the Company's principal auditing accountant firm. The Company's Board of Directors has consFidered whether the provision of audit services is compatible with maintaining auditor independence. Audit Fees. Pollard-Kelley Auditing Services charged the Company fees which included $20,000 for audits of Fremont for the fiscal years ended December 31, 1998, 1999, 2000, 2001 and 2002. Audit Related Fees. In connection with audits of Fremont, Pollard-Kelley Auditing Services charged the Company fees of $7,500 for the review of the Company's financial statements. There were no tax fees or other fees of Fremont in 1998, 1999, 2000, 2001 and 2002. 12
10KSB16th Page of 57TOC1stPreviousNextBottomJust 16th
SIGNATURES In accordance with Section 13 or 15(d) 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. [Download Table] WIRELESS FRONTIER INTERNET, INC. (F/K/A FREMONT CORPORATION) Dated: May 25, 2004 By: /s/ Alex Gonzalez ----------------- Alex Gonzalez Chairman and Chief Executive Officer Dated: May 25, 2004 By: /s/ Sandy Landstrom ------------------- Sandy Landstrom Chief Financial Officer Dated: May 25, 2004 By: /s/ Jasper Knabb ---------------- Jasper Knabb President and Director Dated: May 25, 2004 By: /s/ James Bentley King ---------------------- James Bentley King Director Dated: May 25, 2004 By: /s/ William Lawson Allen ------------------------ William Lawson Allen Director Dated: May 25, 2004 By: /s/ John R. Morrow ------------------ John R. Morrow Director Dated: May 25, 2004 By: /s/ Dr. Cecil George, M.D. -------------------------- Dr. Cecil George, M.D. Director 13
10KSB17th Page of 57TOC1stPreviousNextBottomJust 17th
FREMONT CORPORATION INDEX TO FINANCIAL STATEMENTS Page FISCAL YEAR ENDED DECEMBER 31,1998 Audit Report................................................................F-1 Balance Sheets..............................................................F-2 Income Statements...........................................................F-3 Statement of Stockholders' Equity...........................................F-4 Statement of Cash Flows.....................................................F-5 December 31, 1998 Notes to Consolidated Financial Statements................F-6 FISCAL YEAR ENDED DECEMBER 31, 1999 Audit Report................................................................F-9 Balance Sheets.............................................................F-10 Income Statements..........................................................F-11 Statement of Stockholders' Equity..........................................F-12 Statement of Cash Flows....................................................F-13 December 31, 1999 Notes to Consolidated Financial Statements...............F-14 FISCAL YEAR ENDED DECEMBER 31, 2000 Audit Report...............................................................F-17 Balance Sheets.............................................................F-18 Income Statements..........................................................F-19 Statement of Stockholders' Equity..........................................F-20 Statement of Cash Flows....................................................F-21 December 31, 2000 Notes to Consolidated Financial Statements...............F-22 FISCAL YEAR ENDED DECEMBER 31, 2001 Audit Report...............................................................F-25 Balance Sheets.............................................................F-26 Income Statements..........................................................F-27 Statement of Stockholders' Equity..........................................F-28 Statement of Cash Flows....................................................F-29 December 31, 2001 Notes to Consolidated Financial Statements...............F-30 FISCAL YEAR ENDED DECEMBER 31, 2002 Audit Report...............................................................F-33 Balance Sheets.............................................................F-34 Income Statements..........................................................F-35 Statement of Stockholders' Equity..........................................F-36 Statement of Cash Flows....................................................F-37 December 31, 2002 Notes to Consolidated Financial Statements...............F-38
10KSB18th Page of 57TOC1stPreviousNextBottomJust 18th
Pollard-Kelley Auditing Services, Inc. Auditors 3250 West Market Street Suite 307, Fairlawn, OH 44333 (330) 864-2265 Fremont Corporation We have audited the Balance Fremont Corporation, as of December 31, 1998 and the related Statement of Income, Statement of Stockholders' Equity, and Statement of Cash Flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on those financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. Audits include examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Audits also include assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, based on our audits, the financial statements referenced above present fairly, in all material respects, the financial position of Fremont Corporation as of December 31, 1998, and the results of their operations and their cash flows for the year then ended, in conformity with generally accepted accounting principles accepted in the United States of America. /s/Terance L. Kelley -------------------- Terance L. Kelley Certified Public Accountant February 15, 2004 Fairlawn, Ohio F-1
10KSB19th Page of 57TOC1stPreviousNextBottomJust 19th
Fremont Corporation Balance Sheets December 31, 1998 ASSETS Current Assets Cash $ 678 Accounts receivable affiliates 28,000 ----------- Total Current Assets 28,678 Fixed Assets Furniture 4,381 Less: Accumulated depreciation (2,278) ----------- 2,103 ----------- Total Assets $ 30,781 =========== LIABILITIES AND EQUITY Current Liabilities Accounts payable 7,215 Accrued fees 167,750 ----------- Total Current Liabilities 174,965 Equity Common stock, par value $.001, authorized 100,000,000 shares, outstanding 5,861,900 5,862 Additional contributed capital 1,504,410 Retained deficit (1,649,696) Treasury stock (4,760) ----------- (144,184) ----------- Total Liabilities and Equity $ 30,781 =========== See accompanying notes and accountant's report. F-2
10KSB20th Page of 57TOC1stPreviousNextBottomJust 20th
Fremont Corporation Income Statements For the Year Ended December 31, 1998 Revenues Revenues $ - Expenses Depreciation 1,402 Administrative 151,543 ----------- 152,945 ----------- Loss From Operations (152,945) Taxes - ----------- Net Loss $ (152,945) =========== Loss per share $ 0.03 =========== Average shares outstanding 5,861,900 See accompanying notes and accountant's report. F-3
10KSB21st Page of 57TOC1stPreviousNextBottomJust 21st
Fremont Corporation Statement of Stockholders' Equity For the Year Ended December 31, 1998 [Enlarge/Download Table] Additional Common Common Contributed Retained Treasury Shares Stock Capital Deficit Stock Total ----------- ---------- -------------- ------------ --------- ------------ Balance January 1, 1998 5,861,900 $ 5,862 $ 1,504,410 $(1,496,751) $ (4,760) $ 8,761 Net Loss - - - (152,945) - (152,945) ----------- ---------- -------------- ------------ --------- ------------ Balance December 31, 1998 5,861,900 $ 5,862 $ 1,504,410 $(1,649,696) $ (4,760) $ (144,184) =========== ========== ============== ============ ========= ============ See accompanying notes and accountant's report. F-4
10KSB22nd Page of 57TOC1stPreviousNextBottomJust 22nd
Fremont Corporation Statement of Cash Flows For the Year Ended December 31, 1998 Cash flows from operating activities Net Loss $ (152,945) Adjustments to reconciliation net loss to net cash provided by operating activities Depreciation 1,402 Increase in Accounts payable 628 Increase in Accrued fees 81,567 ----------- Cash flow used in operating activities (69,348) Cash Flows from Investing Activities Collection of Accounts receivable affiliates 45,000 ----------- Cash Flows Provided from Investing Activities 45,000 Cash Flows from Financing Activities Increase in Additional contributed capital 8,400 ----------- Cash Flows Provided from Financing Activities 8,400 Net Increase in Cash and Cash Equivalents (15,948) Cash and Cash Equivalents - Beginning 16,626 ----------- Cash and Cash Equivalents - Ending $ 678 =========== See accompanying notes and accountant's report. F-5
10KSB23rd Page of 57TOC1stPreviousNextBottomJust 23rd
Fremont Corporation and Subsidiaries  December 31, 1998 Notes to Consolidated Financial Statements NOTE 1 HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES History Fremont Corporation, a Delaware corporation (the Company) was incorporated in the State of Utah on April 22, 1995, as Fremont Uranium Corporation. On July 1, 1993, the Company reincorporated in the State of Delaware and changed its name to Fremont Corporation. From 1989 through April 28, 1995, the Company was engaged in acquiring interests in oil and natural gas properties and in seeking potential acquisition or merger opportunities. In March 1995 the Company entered into a Share Exchange Agreement with Million Treasure Enterprises Limited (Million) and Winfill Holdings International Limited (Winfill), both of which are British Virgin Islands corporations. On April 28, 1995 pursuant to the Share Exchange Agreement the Board of Directors effected the following; a 1 for 100 reverse stock split on April 28, 1995, acquired from Million, 41,000 shares of Winfill Holdings International Limited for 4,760,000 shares of the Company's common stock, and transferred to the Company's former president and controlling stockholder all of its operating assets (except the Winfill stock) in exchange for the assumption of all the liabilities of the Company. Winfill Holdings International Limited owned a 98% interest in SCBW, a Sino-foreign joint venture engaged in the design, manufacture and marketing of bicycles, bicycle parts, components, steel tubes and exercise equipment. Except for a 69% interest in SCB, SCBW owns 100% interests in its principal operating subsidiaries, all of which are organized in the People's Republic of China. On September 16, 2003, the Company entered into an Agreement and Plan of Merger with Wireless Frontier Internet, Inc. (Wireless). Pursuant to the merger agreement Networker Systems, Inc., a wholly owned subsidiary of the Company, was merged into the Wireless Frontier Internet, Inc., with Wireless being the surviving corporation. The shareholders of Wireless exchanged all the outstanding shares of Wireless for 16,026,579 shares of the common stock of the Company in a one for one exchange. As a result of this transaction the Wireless became a wholly owned subsidiary of the Company. In addition, the Company also entered into an Asset Purchase Agreement with Million Treasure Enterprises Limited. Pursuant to this agreement, Million acquired all of the Company's equity interest in Winfill for Millions return to the Company of the 661,654 shares of common stock held by Million, the cancellation of Million's warrants, and the forgiveness of all sums owed by Fremont to Million. F-6
10KSB24th Page of 57TOC1stPreviousNextBottomJust 24th
Fremont Corporation and Subsidiaries  December 31, 1998 Notes to Consolidated Financial Statements NOTE 1 HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED The Company realized a $261,649 loss from this transaction. The accompanying financial statements were prepared as if the discontinued operations had been terminated at the end of the period preceding the period reported. The transactions in the accompanying statements are those of Fremont Corporation, the parent company only. As a result of this accounting treatment the Fremont has been a shell corporation since 1998. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents. Income Taxes For federal income tax purposes the Company has an approximate $1,000,000 net operating loss carry forward which starts to expire in 2008. Property and Equipment Property and equipment are carried at cost. Maintenance, repairs and renewals are expensed as incurred. Depreciation of property and equipment is provided for over their estimated useful lives of five years using the straight-line method. Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. NOTE 2 - ACCRUED FEES The balance represents the accrual of accounting and legal fees. The majority of these fees were converted to common stock of the Company after the merger with Wireless Frontier Internet, Inc. on September 16, 2003. F-7
10KSB25th Page of 57TOC1stPreviousNextBottomJust 25th
Fremont Corporation and Subsidiaries  December 31, 1998 Notes to Consolidated Financial Statements NOTE 3- TREASURY STOCK The treasury stock balance represents 661,654 share of the Company's common stock received in the September 16, 2003 transaction whereby Million acquired the Company's interests in Winfill as detailed in Footnote 1. NOTE 4 - SUBSQUENT EVENT On September 16, 2003, the Company entered into an Agreement and Plan of Merger with Wireless Frontier Internet, Inc. (Wireless). Pursuant to the merger agreement Networker Systems, Inc., a wholly owned subsidiary of the Company, was merged into the Wireless Frontier Internet, Inc. with Wireless being the surviving corporation. The shareholders of Wireless exchanged all the outstanding shares of Wireless for 16,026,579 shares of the common stock of the Company in a one for one exchange. As a result of this transaction the Wireless became a wholly owned subsidiary of the Company. In addition, the Company also entered into an Asset Purchase Agreement with Million Treasure Enterprises Limited. Pursuant to this agreement, Million acquired all of the Company's equity interest in Winfill for Millions return to the Company of the 661,654 shares of common stock held by Million, the cancellation of Million's warrants, and the forgiveness of all sums owed by Fremont to Million. The Company realized a $261,649 loss from this transaction. The accompanying financial statements were prepared as if the discontinued operations had been terminated at the beginning of the period reported. The transactions in the accompanying statements are those of Fremont Corporation, the parent company only. F-8
10KSB26th Page of 57TOC1stPreviousNextBottomJust 26th
Pollard-Kelley Auditing Services, Inc. Auditing Services 3250 West Market Street Suite 307, Fairlawn, OH 44333 (330) 864-2265 Independent Auditors Report Fremont Corporation Ft Stockton, Texas We have audited the Balance Sheet of Fremont Corporation, as of December 31, 1999 and 1998 and the related Statements of Income, Stockholders' Equity, and Statement of Cash Flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on those financial statements based on my audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. Audits include examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Audits also include assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, based on our audits, the financial statements referenced above present fairly, in all material respects, the financial position of Fremont Corporation as of December 31, 1999 and 1998 and the results of their operations and their cash flows for the years then ended, in conformity with generally accepted accounting principles accepted in the United States of America. /s/Terance L. Kelley -------------------- Terance L. Kelley Certified Public Accountant Fairlawn, Ohio February 25, 2004 F-9
10KSB27th Page of 57TOC1stPreviousNextBottomJust 27th
Fremont Corporation Balance Sheets December 31, 1999 and 1998 [Download Table] 1999 1998 ------------ ------------ ASSETS Current Assets Cash $ 4,267 $ 678 Accounts receivable affiliates 3,000 28,000 ------------ ------------ Total Current Assets 7,267 28,678 Fixed Assets Furniture 4,381 4,381 Less: Accumulated depreciation (3,118) (2,278) 1,263 2,103 ------------ ------------ Total Assets $ 8,530 $ 30,781 ============ ============ LIABILITIES AND EQUITY Current Liabilities Accounts payable 1,398 7,215 Accrued fees 241,380 167,750 ------------ ------------ Total Current Liabilities 242,778 174,965 Equity Common stock, par value $.001, authorized 100,000,000 shares, outstanding 5,861,900 5,862 5,862 Additional contributed capital 1,504,410 1,504,410 Retained deficit (1,739,760) (1,649,696) Treasury stock (4,760) (4,760) (234,248) (144,184) ------------ ------------ Total Liabilities and Equity $ 8,530 $ 30,781 ============ ============ See accompanying notes and accountant's report. F-10
10KSB28th Page of 57TOC1stPreviousNextBottomJust 28th
Fremont Corporation Income Statements For the Years Ended December 31, 1999 and 1998 [Download Table] 1999 1998 ------------ ------------ Revenues Revenues $ - $ - Expenses Depreciation 840 1,402 Administrative 89,224 151,543 ------------ ------------ 90,064 152,945 ------------ ------------ Loss From Operations (90,064) (152,945) Taxes - - ------------ ------------ Net Loss $ (90,064) $ (152,945) ============ ============ Loss per share $ 0.02 $ 0.03 ============ ============ Average shares outstanding 5,861,900 5,861,900 See accompanying notes and accountant's report. F-11
10KSB29th Page of 57TOC1stPreviousNextBottomJust 29th
Fremont Corporation Statement of Stockholders' Equity For the Years Ended December 31, 1999 and 1998 [Enlarge/Download Table] Additional Common Common Contributed Retained Treasury Shares Stock Capital Deficit Stock Total ----------- -------- ------------ ------------- ---------- ----------- Balance January 1, 1998 5,861,900 $ 5,862 $ 1,504,410 $ (1,496,751) $ (4,760) $ 8,761 Net Loss - - - (152,945) - (152,945) ----------- -------- ------------ ------------- ---------- ----------- Balance December 31, 1998 5,861,900 5,862 1,504,410 (1,649,696) (4,760) (144,184) Net Loss - - - (90,064) - (90,064) ----------- -------- ------------ ------------- ---------- ----------- Balance December 31, 1999 5,861,900 $ 5,862 $ 1,504,410 $ (1,739,760) $ (4,760) $ (234,248) =========== ======== ============ ============= ========== =========== See accompanying notes and accountant's report. F-12
10KSB30th Page of 57TOC1stPreviousNextBottomJust 30th
Fremont Corporation Statement of Cash Flows For the Years Ended December 31, 1999 and 1998 [Download Table] 1999 1998 ------------ ------------ Cash flows from operating activities Net Loss $ (90,064) $ (152,945) Adjustments to reconciliation net loss to net cash provided by operating activities Depreciation 840 1,402 (Decrease) Increase in Accounts payable (5,817) 628 Increase in Accrued fees 73,630 81,567 ------------ ------------ Cash flow used in operating activities (21,411) (69,348) Cash Flows from Investing Activities Collection of Accounts receivable affiliates 25,000 45,000 ------------ ------------ Cash Flows Provided from Investing Activities 25,000 45,000 Cash Flows from Financing Activities Increase in Additional cintributed capital - 8,400 ------------ ------------ Cash Flows Provided from Financing Activities - 8,400 Net Increase (Decrease) in Cash and Cash Equivalents 3,589 (15,948) Cash and Cash Equivalents - Beginning 678 16,626 ------------ ------------ Cash and Cash Equivalents - Ending $ 4,267 $ 678 ============ ============ See accompanying notes and accountant's report. F-13
10KSB31st Page of 57TOC1stPreviousNextBottomJust 31st
Fremont Corporation and Subsidiaries  December 31, 1999 Notes to Consolidated Financial Statements NOTE 1 HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES History Fremont Corporation, a Delaware corporation (the Company) was incorporated in the State of Utah on April 22, 1995, as Fremont Uranium Corporation. On July 1, 1993, the Company reincorporated in the State of Delaware and changed its name to Fremont Corporation. From 1989 through April 28, 1995, the Company was engaged in acquiring interests in oil and natural gas properties and in seeking potential acquisition or merger opportunities. In March 1995 the Company entered into a Share Exchange Agreement with Million Treasure Enterprises Limited (Million) and Winfill Holdings International Limited (Winfill), both of which are British Virgin Islands corporations. On April 28, 1995 pursuant to the Share Exchange Agreement the Board of Directors effected the following; a 1 for 100 reverse stock split on April 28, 1995, acquired from Million, 41,000 shares of Winfill Holdings International Limited for 4,760,000 shares of the Company's common stock, and transferred to the Company's former president and controlling stockholder all of its operating assets (except the Winfill stock) in exchange for the assumption of all the liabilities of the Company. Winfill Holdings International Limited owned a 98% interest in SCBW, a Sino-foreign joint venture engaged in the design, manufacture and marketing of bicycles, bicycle parts, components, steel tubes and exercise equipment. Except for a 69% interest in SCB, SCBW owns 100% interests in its principal operating subsidiaries, all of which are organized in the People's Republic of China. On September 16, 2003, the Company entered into an Agreement and Plan of Merger with Wireless Frontier Internet, Inc. (Wireless). Pursuant to the merger agreement Networker Systems, Inc., a wholly owned subsidiary of the Company, was merged into the Wireless Frontier Internet, Inc., with Wireless being the surviving corporation. The shareholders of Wireless exchanged all the outstanding shares of Wireless for 16,026,579 shares of the common stock of the Company in a one for one exchange. As a result of this transaction the Wireless became a wholly owned subsidiary of the Company. In addition, the Company also entered into an Asset Purchase Agreement with Million Treasure Enterprises Limited. Pursuant to this agreement, Million acquired all of the Company's equity interest in Winfill for Millions return to the Company of the 661,654 shares of common stock held by Million, the cancellation of Million's warrants, and the forgiveness of all sums owed by Fremont to Million. F-14
10KSB32nd Page of 57TOC1stPreviousNextBottomJust 32nd
Fremont Corporation and Subsidiaries  December 31, 1999 Notes to Consolidated Financial Statements NOTE 1 HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED The Company realized a $261,649 loss from this transaction. The accompanying financial statements were prepared as if the discontinued operations had been terminated at the end of the period preceding the period reported. The transactions in the accompanying statements are those of Fremont Corporation, the parent company only. As a result of this accounting treatment the Fremont has been a shell corporation since 1998. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents. Income Taxes For federal income tax purposes the Company has an approximate $1,000,000 net operating loss carry forward which starts to expire in 2008. Property and Equipment Property and equipment are carried at cost. Maintenance, repairs and renewals are expensed as incurred. Depreciation of property and equipment is provided for over their estimated useful lives of five years using the straight-line method. Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. NOTE 2 - ACCRUED FEES The balance represents the accrual of accounting and legal fees. The majority of these fees were converted to common stock of the Company after the merger with Wireless Frontier Internet, Inc. on September 16, 2003. F-15
10KSB33rd Page of 57TOC1stPreviousNextBottomJust 33rd
Fremont Corporation and Subsidiaries  December 31, 1999 Notes to Consolidated Financial Statements NOTE 3- TREASURY STOCK The treasury stock balance represents 661,654 share of the Company's common stock received in the September 16, 2003 transaction whereby Million acquired the Company's interests in Winfill as detailed in Footnote 1. NOTE 4 - SUBSQUENT EVENT On September 16, 2003, the Company entered into an Agreement and Plan of Merger with Wireless Frontier Internet, Inc. (Wireless). Pursuant to the merger agreement Networker Systems, Inc., a wholly owned subsidiary of the Company, was merged into the Wireless Frontier Internet, Inc. with Wireless being the surviving corporation. The shareholders of Wireless exchanged all the outstanding shares of Wireless for 16,026,579 shares of the common stock of the Company in a one for one exchange. As a result of this transaction the Wireless became a wholly owned subsidiary of the Company. In addition, the Company also entered into an Asset Purchase Agreement with Million Treasure Enterprises Limited. Pursuant to this agreement, Million acquired all of the Company's equity interest in Winfill for Millions return to the Company of the 661,654 shares of common stock held by Million, the cancellation of Million's warrants, and the forgiveness of all sums owed by Fremont to Million. The Company realized a $261,649 loss from this transaction. The accompanying financial statements were prepared as if the discontinued operations had been terminated at the beginning of the period reported. The transactions in the accompanying statements are those of Fremont Corporation, the parent company only. F-16
10KSB34th Page of 57TOC1stPreviousNextBottomJust 34th
Pollard-Kelley Auditing Services, Inc. Auditing Services 3250 West Market Street Suite 307, Fairlawn, OH 44333 (330) 864-2265 Independent Auditors Report Fremont Corporation Ft Stockton, Texas We have audited the Balance Sheet of Fremont Corporation, as of December 31, 2000 and 1999 and the related Statements of Income, Stockholders' Equity, and Statement of Cash Flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on those financial statements based on my audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. Audits include examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Audits also include assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, based on our audits, the financial statements referenced above present fairly, in all material respects, the financial position of Fremont Corporation as of December 31, 2000 and 1999 and the results of their operations and their cash flows for the years then ended, in conformity with generally accepted accounting principles accepted in the United States of America. /s/Terance L. Kelley -------------------- Terance L. Kelley Certified Public Accountant Fairlawn, Ohio February 25, 2004 F-17
10KSB35th Page of 57TOC1stPreviousNextBottomJust 35th
Fremont Corporation Balance Sheets December 31, 2000 and 1999 [Download Table] 2000 1999 ------------ ------------ ASSETS Current Assets Cash $ 607 $ 4,267 Accounts receivable affiliates - 3,000 ------------ ------------ Total Current Assets 607 7,267 Fixed Assets Furniture 4,381 4,381 Less: Accumulated depreciation (3,622) (3,118) ------------ ------------ 759 1,263 ------------ ------------ Total Assets $ 1,366 $ 8,530 ============ ============ LIABILITIES AND EQUITY Current Liabilities Accounts payable 3,489 1,398 Accrued fees 318,930 241,380 ------------ ------------ Total Current Liabilities 322,419 242,778 Equity Common stock, par value $.001, authorized 100,000,000 shares, outstanding 5,861,900 5,862 5,862 Additional contributed capital 1,504,410 1,504,410 Retained deficit (1,826,565) (1,739,760) Treasury stock (4,760) (4,760) ------------ ------------ (321,053) (234,248) ------------ ------------ Total Liabilities and Equity $ 1,366 $ 8,530 ============ ============ See accompanying notes and accountant's report. F-18
10KSB36th Page of 57TOC1stPreviousNextBottomJust 36th
Fremont Corporation Income Statements For the Years Ended December 31, 2000 aand 1999 [Download Table] 2000 1999 ------------ ------------ Revenues Revenues $ - $ - Expenses Depreciation 504 840 Administrative 86,301 89,224 ------------ ------------ 86,805 90,064 Loss From Operations (86,805) (90,064) Taxes - - ------------ ------------ Net Loss $ (86,805) $ (90,064) ============ ============ Loss per share $ (0.01) $ (0.02) ============ ============ Average shares outstanding 5,861,900 5,861,900 See accompanying notes and accountant's report. F-19
10KSB37th Page of 57TOC1stPreviousNextBottomJust 37th
Fremont Corporation Statement of Stockholders' Equity For the Years Ended December 31, 2000 and 1999 [Enlarge/Download Table] Additional Common Common Contributed Retained Treasury Shares Stock Capital Deficit Stock Total ------------ --------- ------------- ------------- ---------- ----------- Balance January 1, 1999 5,861,900 $ 5,862 $ 1,504,410 $ (1,649,696) $ (4,760) $ (144,184) Net Loss - - (90,064) - (90,064) --------- ------------- ------------- ---------- ----------- Balance December 31, 1999 5,861,900 5,862 1,504,410 (1,739,760) (4,760) (234,248) Net Loss - - - (86,805) - (86,805) ------------ --------- ------------- ------------- ---------- ----------- Balance June 30, 2000 5,861,900 $ 5,862 $ 1,504,410 $ (1,826,565) $ (4,760) $ (321,053) See accompanying notes and accountant's report. F-20
10KSB38th Page of 57TOC1stPreviousNextBottomJust 38th
Fremont Corporation Statement of Cash Flows For the Years Ended December 31, 2000 and 1999 [Download Table] 2000 1999 ------------ ------------ Cash flows from operating activities Net Loss $ (86,805) $ (90,064) Adjustments to reconciliation net loss to net cash provided by operating activities Depreciation 504 840 (Decrease) in Accounts payable 2,091 (5,817) Increase in Accrued fees 77,550 73,630 ------------ ------------ Cash flow used in operating activities (6,660) (21,411) Cash Flows from Investing Activities Collection of Accounts receivable affiliates 3,000 25,000 ------------ ------------ Cash Flows Provided from Investing Activities 3,000 25,000 Cash Flows Provided from Financing Activities - - ------------ ------------ Net Increase in Cash and Cash Equivalents (3,660) 3,589 Cash and Cash Equivalents - Beginning 4,267 678 ------------ ------------ Cash and Cash Equivalents - Ending $ 607 $ 4,267 ============ ============ See accompanying notes and accountant's report. F-21
10KSB39th Page of 57TOC1stPreviousNextBottomJust 39th
Fremont Corporation and Subsidiaries  December 31, 2000 Notes to Consolidated Financial Statements NOTE 1 HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES History Fremont Corporation, a Delaware corporation (the Company) was incorporated in the State of Utah on April 22, 1995, as Fremont Uranium Corporation. On July 1, 1993, the Company reincorporated in the State of Delaware and changed its name to Fremont Corporation. From 1989 through April 28, 1995, the Company was engaged in acquiring interests in oil and natural gas properties and in seeking potential acquisition or merger opportunities. In March 1995 the Company entered into a Share Exchange Agreement with Million Treasure Enterprises Limited (Million) and Winfill Holdings International Limited (Winfill), both of which are British Virgin Islands corporations. On April 28, 1995 pursuant to the Share Exchange Agreement the Board of Directors effected the following; a 1 for 100 reverse stock split on April 28, 1995, acquired from Million, 41,000 shares of Winfill Holdings International Limited for 4,760,000 shares of the Company's common stock, and transferred to the Company's former president and controlling stockholder all of its operating assets (except the Winfill stock) in exchange for the assumption of all the liabilities of the Company. Winfill Holdings International Limited owned a 98% interest in SCBW, a Sino-foreign joint venture engaged in the design, manufacture and marketing of bicycles, bicycle parts, components, steel tubes and exercise equipment. Except for a 69% interest in SCB, SCBW owns 100% interests in its principal operating subsidiaries, all of which are organized in the People's Republic of China. On September 16, 2003, the Company entered into an Agreement and Plan of Merger with Wireless Frontier Internet, Inc. (Wireless). Pursuant to the merger agreement Networker Systems, Inc., a wholly owned subsidiary of the Company, was merged into the Wireless Frontier Internet, Inc., with Wireless being the surviving corporation. The shareholders of Wireless exchanged all the outstanding shares of Wireless for 16,026,579 shares of the common stock of the Company in a one for one exchange. As a result of this transaction the Wireless became a wholly owned subsidiary of the Company. In addition, the Company also entered into an Asset Purchase Agreement with Million Treasure Enterprises Limited. Pursuant to this agreement, Million acquired all of the Company's equity interest in Winfill for Millions return to the Company of the 661,654 shares of common stock held by Million, the cancellation of Million's warrants, and the forgiveness of all sums owed by Fremont to Million. F-22
10KSB40th Page of 57TOC1stPreviousNextBottomJust 40th
 December 31, 2000 Notes to Consolidated Financial Statements NOTE 1 HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED The Company realized a $261,649 loss from this transaction. The accompanying financial statements were prepared as if the discontinued operations had been terminated at the end of the period preceding the period reported. The transactions in the accompanying statements are those of Fremont Corporation, the parent company only. As a result of this accounting treatment the Fremont has been a shell corporation since 1998. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents. Income Taxes For federal income tax purposes the Company has an approximate $1,000,000 net operating loss carry forward which starts to expire in 2008. Property and Equipment Property and equipment are carried at cost. Maintenance, repairs and renewals are expensed as incurred. Depreciation of property and equipment is provided for over their estimated useful lives of five years using the straight-line method. Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. NOTE 2 - ACCRUED FEES The balance represents the accrual of accounting and legal fees. The majority of these fees were converted to common stock of the Company after the merger with Wireless Frontier Internet, Inc. on September 16, 2003. F-23
10KSB41st Page of 57TOC1stPreviousNextBottomJust 41st
Fremont Corporation and Subsidiaries  December 31, 2000 Notes to Consolidated Financial Statements NOTE 3- TREASURY STOCK The treasury stock balance represents 661,654 share of the Company's common stock received in the September 16, 2003 transaction whereby Million acquired the Company's interests in Winfill as detailed in Footnote 1. NOTE 4 - SUBSQUENT EVENT On September 16, 2003, the Company entered into an Agreement and Plan of Merger with Wireless Frontier Internet, Inc. (Wireless). Pursuant to the merger agreement Networker Systems, Inc., a wholly owned subsidiary of the Company, was merged into the Wireless Frontier Internet, Inc. with Wireless being the surviving corporation. The shareholders of Wireless exchanged all the outstanding shares of Wireless for 16,026,579 shares of the common stock of the Company in a one for one exchange. As a result of this transaction the Wireless became a wholly owned subsidiary of the Company. In addition, the Company also entered into an Asset Purchase Agreement with Million Treasure Enterprises Limited. Pursuant to this agreement, Million acquired all of the Company's equity interest in Winfill for Millions return to the Company of the 661,654 shares of common stock held by Million, the cancellation of Million's warrants, and the forgiveness of all sums owed by Fremont to Million. The Company realized a $261,649 loss from this transaction. The accompanying financial statements were prepared as if the discontinued operations had been terminated at the beginning of the period reported. The transactions in the accompanying statements are those of Fremont Corporation, the parent company only. F-24
10KSB42nd Page of 57TOC1stPreviousNextBottomJust 42nd
Pollard-Kelley Auditing Services, Inc. Auditing Services 3250 West Market Street Suite 307, Fairlawn, OH 44333 (330) 864-2265 Independent Auditors Report Fremont Corporation Ft Stockton, Texas We have audited the Balance Sheet of Fremont Corporation, as of December 31, 2001 and 2000 and the related Statements of Income, Stockholders' Equity, and Statement of Cash Flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on those financial statements based on my audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. Audits include examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Audits also include assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, based on our audits, the financial statements referenced above present fairly, in all material respects, the financial position of Fremont Corporation as of December 31, 2001 and 2000 and the results of their operations and their cash flows for the years then ended, in conformity with generally accepted accounting principles accepted in the United States of America. /s/Terance L. Kelley -------------------- Terance L. Kelley Certified Public Accountant Fairlawn, Ohio February 25, 2004 F-25
10KSB43rd Page of 57TOC1stPreviousNextBottomJust 43rd
Fremont Corporation Balance Sheets December 31, 2001 and 2000 [Download Table] 2001 2000 ------------ ----------- ASSETS Current Assets Cash $ 100 $ 607 Accounts receivable affiliates - - ------------ ----------- Total Current Assets 100 607 Fixed Assets Furniture 4,381 4,381 Less: Accumulated depreciation (4,126) (3,622) 255 759 ------------ ----------- Total Assets $ 355 $ 1,366 LIABILITIES AND EQUITY Current Liabilities Accounts payable 4,490 3,489 Accrued fees 350,968 318,930 ------------ ----------- Total Current Liabilities 355,458 322,419 Equity Common stock, par value $.001, authorized 100,000,000 shares, outstanding 5,861,900 5,862 5,862 Additional contributed capital 1,504,410 1,504,410 Retained deficit (1,860,615) (1,826,565) Treasury stock (4,760) (4,760) ------------ ----------- (355,103) (321,053) ------------ ----------- Total Liabilities and Equity $ 355 $ 1,366 ============ =========== See accompanying notes and accountant's report. F-26
10KSB44th Page of 57TOC1stPreviousNextBottomJust 44th
Fremont Corporation Income Statements For the Years Ended Decemberr 31, 2001 and 2000 [Download Table] 2001 2000 ------------ ----------- Revenues Revenues $ - $ - Expenses Depreciation 504 504 Administrative 33,546 86,301 ------------ ----------- 34,050 86,805 ------------ ----------- Loss From Operations (34,050) (86,805) Taxes - - ------------ ----------- Net Loss $ (34,050) $ (86,805) ============ =========== Loss per share $ (0.01) $ (0.01) ============ =========== Average shares outstanding 5,861,900 5,861,900 See accompanying notes and accountant's report. F-27
10KSB45th Page of 57TOC1stPreviousNextBottomJust 45th
Fremont Corporation Statement of Stockholders' Equity For the Years Ended December 31, 2001 and 2000 [Enlarge/Download Table] Additional Common Common Contributed Retained Treasury Shares Stock Capital Deficit Stock Total ------------ --------- ------------- ------------- ---------- ----------- Balance January 1, 2000 5,861,900 $ 5,862 $ 1,504,410 $ (1,739,760) $ (4,760) $ (234,248) Net Loss for the quarter - - - (86,805) - (86,805) ------------ --------- ------------- ------------- ---------- ----------- Balance December 31, 2000 5,861,900 5,862 1,504,410 (1,826,565) (4,760) (321,053) Net Loss for the quarter - - - (34,050) - (34,050) ------------ --------- ------------- ------------- ---------- ----------- Balance December 31, 2001 5,861,900 $ 5,862 $ 1,504,410 $ (1,860,615) $ (4,760) $ (355,103) ============ ========= ============= ============= ========== =========== See accompanying notes and accountant's report. F-28
10KSB46th Page of 57TOC1stPreviousNextBottomJust 46th
Fremont Corporation Statement of Cash Flows For the Years Ended December 31, 2001 and 2000 [Download Table] 2001 2000 ------------ ----------- Cash flows from operating activities Net Loss $ (34,050) $ (86,805) Adjustments to reconciliation net loss to net cash provided by operating activities Depreciation 504 504 Increase in Accounts payable 1,001 2,091 Increase in Accrued fees 32,038 77,550 ------------ ----------- Cash flow used in operating activities (507) (6,660) Cash Flows from Investing Activities Collection of Accounts receivable affiliates - 3,000 ------------ ----------- Cash Flows Provided from Investing Activities - 3,000 Cash Flows Provided from Financing Activities - - ------------ ----------- Net Increase in Cash and Cash Equivalents (507) (3,660) Cash and Cash Equivalents - Beginning 607 4,267 ------------ ----------- Cash and Cash Equivalents - Ending $ 100 $ 607 ============ =========== See accompanying notes and accountant's report. F-29
10KSB47th Page of 57TOC1stPreviousNextBottomJust 47th
Fremont Corporation and Subsidiaries  December 31, 2001 Notes to Consolidated Financial Statements NOTE 1 HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES History Fremont Corporation, a Delaware corporation (the Company) was incorporated in the State of Utah on April 22, 1995, as Fremont Uranium Corporation. On July 1, 1993, the Company reincorporated in the State of Delaware and changed its name to Fremont Corporation. From 1989 through April 28, 1995, the Company was engaged in acquiring interests in oil and natural gas properties and in seeking potential acquisition or merger opportunities. In March 1995 the Company entered into a Share Exchange Agreement with Million Treasure Enterprises Limited (Million) and Winfill Holdings International Limited (Winfill), both of which are British Virgin Islands corporations. On April 28, 1995 pursuant to the Share Exchange Agreement the Board of Directors effected the following; a 1 for 100 reverse stock split on April 28, 1995, acquired from Million, 41,000 shares of Winfill Holdings International Limited for 4,760,000 shares of the Company's common stock, and transferred to the Company's former president and controlling stockholder all of its operating assets (except the Winfill stock) in exchange for the assumption of all the liabilities of the Company. Winfill Holdings International Limited owned a 98% interest in SCBW, a Sino-foreign joint venture engaged in the design, manufacture and marketing of bicycles, bicycle parts, components, steel tubes and exercise equipment. Except for a 69% interest in SCB, SCBW owns 100% interests in its principal operating subsidiaries, all of which are organized in the People's Republic of China. On September 16, 2003, the Company entered into an Agreement and Plan of Merger with Wireless Frontier Internet, Inc. (Wireless). Pursuant to the merger agreement Networker Systems, Inc., a wholly owned subsidiary of the Company, was merged into the Wireless Frontier Internet, Inc., with Wireless being the surviving corporation. The shareholders of Wireless exchanged all the outstanding shares of Wireless for 16,026,579 shares of the common stock of the Company in a one for one exchange. As a result of this transaction the Wireless became a wholly owned subsidiary of the Company. In addition, the Company also entered into an Asset Purchase Agreement with Million Treasure Enterprises Limited. Pursuant to this agreement, Million acquired all of the Company's equity interest in Winfill for Millions return to the Company of the 661,654 shares of common stock held by Million, the cancellation of Million's warrants, and the forgiveness of all sums owed by Fremont to Million. F-30
10KSB48th Page of 57TOC1stPreviousNextBottomJust 48th
Fremont Corporation and Subsidiaries  December 31, 2001 Notes to Consolidated Financial Statements NOTE 1 HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED The Company realized a $261,649 loss from this transaction. The accompanying financial statements were prepared as if the discontinued operations had been terminated at the end of the period preceding the period reported. The transactions in the accompanying statements are those of Fremont Corporation, the parent company only. As a result of this accounting treatment the Fremont has been a shell corporation since 1998. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents. Income Taxes For federal income tax purposes the Company has an approximate $1,000,000 net operating loss carry forward which starts to expire in 2008. Property and Equipment Property and equipment are carried at cost. Maintenance, repairs and renewals are expensed as incurred. Depreciation of property and equipment is provided for over their estimated useful lives of five years using the straight-line method. Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. NOTE 2 - ACCRUED FEES The balance represents the accrual of accounting and legal fees. The majority of these fees were converted to common stock of the Company after the merger with Wireless Frontier Internet, Inc. on September 16, 2003. F-31
10KSB49th Page of 57TOC1stPreviousNextBottomJust 49th
Fremont Corporation and Subsidiaries  December 31, 2001 Notes to Consolidated Financial Statements NOTE 3- TREASURY STOCK The treasury stock balance represents 661,654 share of the Company's common stock received in the September 16, 2003 transaction whereby Million acquired the Company's interests in Winfill as detailed in Footnote 1. NOTE 4 - SUBSQUENT EVENT On September 16, 2003, the Company entered into an Agreement and Plan of Merger with Wireless Frontier Internet, Inc. (Wireless). Pursuant to the merger agreement Networker Systems, Inc., a wholly owned subsidiary of the Company, was merged into the Wireless Frontier Internet, Inc. with Wireless being the surviving corporation. The shareholders of Wireless exchanged all the outstanding shares of Wireless for 16,026,579 shares of the common stock of the Company in a one for one exchange. As a result of this transaction the Wireless became a wholly owned subsidiary of the Company. In addition, the Company also entered into an Asset Purchase Agreement with Million Treasure Enterprises Limited. Pursuant to this agreement, Million acquired all of the Company's equity interest in Winfill for Millions return to the Company of the 661,654 shares of common stock held by Million, the cancellation of Million's warrants, and the forgiveness of all sums owed by Fremont to Million. The Company realized a $261,649 loss from this transaction. The accompanying financial statements were prepared as if the discontinued operations had been terminated at the beginning of the period reported. The transactions in the accompanying statements are those of Fremont Corporation, the parent company only. F-32
10KSB50th Page of 57TOC1stPreviousNextBottomJust 50th
Pollard-Kelley Auditing Services, Inc. Auditing Services 3250 West Market Street Suite 307, Fairlawn, OH 44333 (330) 864-2265 Independent Auditors Report Fremont Corporation Ft Stockton, Texas We have audited the Balance Sheet of Fremont Corporation, as of December 31, 2002 and 2001 and the related Statements of Income, Stockholders' Equity, and Statement of Cash Flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on those financial statements based on my audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. Audits include examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Audits also include assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, based on our audits, the financial statements referenced above present fairly, in all material respects, the financial position of Fremont Corporation as of December 31, 2002 and 2001 and the results of their operations and their cash flows for the years then ended, in conformity with generally accepted accounting principles accepted in the United States of America. /s/Terance L. Kelley -------------------- Terance L. Kelley Certified Public Accountant Fairlawn, Ohio February 25, 2004 F-33
10KSB51st Page of 57TOC1stPreviousNextBottomJust 51st
Fremont Corporation Balance Sheets December 31, 2002 and 2001 [Download Table] 2002 2001 ------------ ------------ ASSETS Current Assets Cash $ 532 $ 100 Accounts receivable affiliates - - ------------ ------------ Total Current Assets 532 100 Fixed Assets Furniture 4,381 4,381 Less: Accumulated depreciation (4,381) (4,126) ------------ ------------ - 255 ------------ ------------ Total Assets $ 532 $ 355 ============ ============ LIABILITIES AND EQUITY Current Liabilities Accounts payable 4,490 4,490 Accrued fees 351,400 350,968 ------------ ------------ Total Current Liabilities 355,890 355,458 Equity Common stock, par value $.001, authorized 100,000,000 shares, outstanding 5,861,900 5,862 5,862 Additional contributed capital 1,504,410 1,504,410 Retained deficit (1,860,870) (1,860,615) ------------ ------------ Treasury stock (4,760) (4,760) ------------ ------------ (355,358) (355,103) ------------ ------------ Total Liabilities and Equity $ 532 $ 355 ============ ============ See accompanying notes and accountant's report. F-34
10KSB52nd Page of 57TOC1stPreviousNextBottomJust 52nd
Fremont Corporation Income Statements For the Years Ended December 31, 2002 and 2001 [Download Table] 2002 2001 ------------ ------------ Revenues Revenues $ - $ - Expenses Depreciation 255 504 Administrative - 33,546 ------------ ------------ 255 34,050 Loss From Operations (255) (34,050) Taxes - - ------------ ------------ Net Loss $ (255) $ (34,050) ============ ============ Loss per share $ - $ (0.01) ============ ============ Average shares outstanding 5,861,900 5,861,900 See accompanying notes and accountant's report. F-35
10KSB53rd Page of 57TOC1stPreviousNextBottomJust 53rd
Fremont Corporation Statement of Stockholders' Equity For the Years Ended December 31, 2002 and 2001 [Enlarge/Download Table] Additional Common Common Contributed Retained Treasury Shares Stock Capital Deficit Stock Total ------------ ----------- ------------- ------------- ----------- ----------- Balance January 1, 2001 5,861,900 $ 5,862 $ 1,504,410 $ (1,826,565) $ (4,760) $ (321,053) Net Loss - - - (34,050) - (34,050) ------------ ----------- ------------- ------------- ----------- ----------- Balance December 31, 2001 5,861,900 5,862 1,504,410 (1,860,615) (4,760) (355,103) Net Loss - - - (255) - (255) ------------ ----------- ------------- ------------- ----------- ----------- Balance December 31, 2002 5,861,900 $ 5,862 $ 1,504,410 $ (1,860,870) $ (4,760) $(355,358) ============ =========== ============= ============= =========== =========== See accompanying notes and accountant's report. F-36
10KSB54th Page of 57TOC1stPreviousNextBottomJust 54th
Fremont Corporation Statement of Cash Flows For the Years Ended December 31, 2002 and 2001 [Enlarge/Download Table] 2002 2001 -------------- -------------- Cash flows from operating activities Net Loss $ (255) $ (34,050) Adjustments to reconciliation net loss to net cash provided by operating activities Depreciation 255 504 Increase in Accounts payable - 1,001 Increase in Accrued fees 432 32,038 -------------- -------------- Cash flow used in operating activities 432 (507) Cash Flows from Investing Activities Collection of Accounts receivable affiliates - - -------------- -------------- Cash Flows Provided from Investing Activities - - Cash Flows Provided from Financing Activities - - -------------- -------------- Net Increase in Cash and Cash Equivalents 432 (507) Cash and Cash Equivalents - Beginning 100 607 -------------- -------------- Cash and Cash Equivalents - Ending $ 532 $ 100 ============== ============== See accompanying notes and accountant's report. F-37
10KSB55th Page of 57TOC1stPreviousNextBottomJust 55th
Fremont Corporation and Subsidiaries  December 31, 2002 Notes to Consolidated Financial Statements NOTE 1 HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES History Fremont Corporation, a Delaware corporation (the Company) was incorporated in the State of Utah on April 22, 1995, as Fremont Uranium Corporation. On July 1, 1993, the Company reincorporated in the State of Delaware and changed its name to Fremont Corporation. From 1989 through April 28, 1995, the Company was engaged in acquiring interests in oil and natural gas properties and in seeking potential acquisition or merger opportunities. In March 1995 the Company entered into a Share Exchange Agreement with Million Treasure Enterprises Limited (Million) and Winfill Holdings International Limited (Winfill), both of which are British Virgin Islands corporations. On April 28, 1995 pursuant to the Share Exchange Agreement the Board of Directors effected the following; a 1 for 100 reverse stock split on April 28, 1995, acquired from Million, 41,000 shares of Winfill Holdings International Limited for 4,760,000 shares of the Company's common stock, and transferred to the Company's former president and controlling stockholder all of its operating assets (except the Winfill stock) in exchange for the assumption of all the liabilities of the Company. Winfill Holdings International Limited owned a 98% interest in SCBW, a Sino-foreign joint venture engaged in the design, manufacture and marketing of bicycles, bicycle parts, components, steel tubes and exercise equipment. Except for a 69% interest in SCB, SCBW owns 100% interests in its principal operating subsidiaries, all of which are organized in the People's Republic of China. On September 16, 2003, the Company entered into an Agreement and Plan of Merger with Wireless Frontier Internet, Inc. (Wireless). Pursuant to the merger agreement Networker Systems, Inc., a wholly owned subsidiary of the Company, was merged into the Wireless Frontier Internet, Inc., with Wireless being the surviving corporation. The shareholders of Wireless exchanged all the outstanding shares of Wireless for 16,026,579 shares of the common stock of the Company in a one for one exchange. As a result of this transaction the Wireless became a wholly owned subsidiary of the Company. In addition, the Company also entered into an Asset Purchase Agreement with Million Treasure Enterprises Limited. Pursuant to this agreement, Million acquired all of the Company's equity interest in Winfill for Millions return to the Company of the 661,654 shares of common stock held by Million, the cancellation of Million's warrants, and the forgiveness of all sums owed by Fremont to Million. F-38
10KSB56th Page of 57TOC1stPreviousNextBottomJust 56th
Fremont Corporation and Subsidiaries  December 31, 2002 Notes to Consolidated Financial Statements NOTE 1 HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED The Company realized a $261,649 loss from this transaction. The accompanying financial statements were prepared as if the discontinued operations had been terminated at the end of the period preceding the period reported. The transactions in the accompanying statements are those of Fremont Corporation, the parent company only. As a result of this accounting treatment the Fremont has been a shell corporation since 1998. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents. Income Taxes For federal income tax purposes the Company has an approximate $1,000,000 net operating loss carry forward which starts to expire in 2008. Property and Equipment Property and equipment are carried at cost. Maintenance, repairs and renewals are expensed as incurred. Depreciation of property and equipment is provided for over their estimated useful lives of five years using the straight-line method. Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. NOTE 2 - ACCRUED FEES The balance represents the accrual of accounting and legal fees. The majority of these fees were converted to common stock of the Company after the merger with Wireless Frontier Internet, Inc. on September 16, 2003. F-39
10KSBLast Page of 57TOC1stPreviousNextBottomJust 57th
Fremont Corporation and Subsidiaries  December 31, 2002 Notes to Consolidated Financial Statements NOTE 3- TREASURY STOCK The treasury stock balance represents 661,654 share of the Company's common stock received in the September 16, 2003 transaction whereby Million acquired the Company's interests in Winfill as detailed in Footnote 1. NOTE 4 - SUBSQUENT EVENT On September 16, 2003, the Company entered into an Agreement and Plan of Merger with Wireless Frontier Internet, Inc. (Wireless). Pursuant to the merger agreement Networker Systems, Inc., a wholly owned subsidiary of the Company, was merged into the Wireless Frontier Internet, Inc. with Wireless being the surviving corporation. The shareholders of Wireless exchanged all the outstanding shares of Wireless for 16,026,579 shares of the common stock of the Company in a one for one exchange. As a result of this transaction the Wireless became a wholly owned subsidiary of the Company. In addition, the Company also entered into an Asset Purchase Agreement with Million Treasure Enterprises Limited. Pursuant to this agreement, Million acquired all of the Company's equity interest in Winfill for Millions return to the Company of the 661,654 shares of common stock held by Million, the cancellation of Million's warrants, and the forgiveness of all sums owed by Fremont to Million. The Company realized a $261,649 loss from this transaction. The accompanying financial statements were prepared as if the discontinued operations had been terminated at the beginning of the period reported. The transactions in the accompanying statements are those of Fremont Corporation, the parent company only. F-40

Dates Referenced Herein   and   Documents Incorporated By Reference

Referenced-On Page
This 10KSB Filing   Date First   Last      Other Filings
7/1/93455
4/22/95755
4/28/95755
12/31/96101310KSB40, NT 10-K
1/6/9713
3/31/97710QSB, NT 10-K
5/1/9713
5/28/976
5/29/976
12/31/9771410KSB40, NT 10-K
1/1/9810
3/31/98610QSB
6/30/981410QSB
12/31/98130NT 10-K
3/31/996
12/31/99138
3/31/006
12/31/00146
3/31/016
6/30/016
11/30/0115
12/31/01154
3/31/026
5/31/0215
For The Period Ended12/31/02154
9/16/03257
9/17/0311
9/30/0341010QSB, NTN 10Q
12/31/0321110KSB, 10KSB/A, NT 10-K
1/14/0428-K, NTN 10Q
2/15/0418
2/25/042650
3/30/041
3/31/0411010QSB, 10QSB/A, NT 10-Q
5/13/0421510KSB/A
5/25/0416
Filed On / Filed As Of5/28/0410QSB
 
TopList All Filings


Filing Submission 0001013762-04-000642   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2014 Fran Finnegan & Company.  All Rights Reserved.
AboutPrivacyRedactionsHelp — Wed, 27 Aug 08:48:55.1 GMT