Wireless Frontier Internet Inc – ‘10KSB’ for 12/31/02

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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±    10K 
 3: EX-31       Certification per Sarbanes-Oxley Act (Section 302)     2±    10K 
 4: EX-32       Certification per Sarbanes-Oxley Act (Section 906)     1      7K 
 5: EX-32       Certification per Sarbanes-Oxley Act (Section 906)     1      7K 

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

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 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]   

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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.     

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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  

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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                                  

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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.                                                                       

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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                 

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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                                   

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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.                   

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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.                    

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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.                                                  

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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                                       

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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.   

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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.          

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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.                                                                        

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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.                                                                           

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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                            

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 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 

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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                                                                  

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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.                                 

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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.                                 

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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.                                 

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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.                                 

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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.                     

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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.                         

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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.                                                                           

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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                                                               

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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.                                

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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.                           

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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.                                 

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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.                                 

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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.                     

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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.                         

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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

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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                                                               

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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.                                 

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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.                                 

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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.                                 

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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.                                 

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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.                     

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 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.                         

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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.                                                                           

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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                                                               

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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.                                 

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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.                                 

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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.                                 

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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.                                 

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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.                     

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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

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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

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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                                                               

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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.                                 

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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.                                 

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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.                                 

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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.                                 

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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.                     

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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.                         

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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
Filed on:		5/28/04							10QSB
		5/25/04		16
		5/13/04		2		15			10KSB/A
		3/31/04		1		10			10QSB,  10QSB/A,  NT 10-Q
		3/30/04		1
		2/25/04		26		50
		2/15/04		18
		1/14/04		2					8-K,  NTN 10Q
		12/31/03		2		11			10KSB,  10KSB/A,  NT 10-K
		9/30/03		4		10			10QSB,  NTN 10Q
		9/17/03		11
		9/16/03		2		57
For Period End:		12/31/02		1		54
		5/31/02		15
		3/31/02		6
		12/31/01		1		54
		11/30/01		15
		6/30/01		6
		3/31/01		6
		12/31/00		1		46
		3/31/00		6
		12/31/99		1		38
		3/31/99		6
		12/31/98		1		30			NT 10-K
		6/30/98		14					10QSB
		3/31/98		6					10QSB
		1/1/98		10
		12/31/97		7		14			10KSB40,  NT 10-K
		5/29/97		6
		5/28/97		6
		5/1/97		13
		3/31/97		7					10QSB,  NT 10-K
		1/6/97		13
		12/31/96		10		13			10KSB40,  NT 10-K
		4/28/95		7		55
		4/22/95		7		55
		7/1/93		4		55
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