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Wireless Frontier Internet Inc – ‘8-K/A’ for 9/30/04

On:  Wednesday, 10/20/04, at 5:03pm ET   ·   For:  9/30/04   ·   Accession #:  922423-4-1739   ·   File #:  0-08281

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/20/04  Wireless Frontier Internet Inc    8-K/A:4,5,9 9/30/04    2:8K                                     Kramer Levin Naf… LLP/FA

Amendment to Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Form 8-K Amendment                                     4     16K 
 2: EX-16       Exhibit 16.1 Letter                                    1      6K 


8-K/A   —   Form 8-K Amendment
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 4.01. Changes in Registrant's Certifying Accountant
"Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
3Item 9.01. Financial Statements and Exhibits
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-------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): September 30, 2004 ---------------------------------- WIRELESS FRONTIER INTERNET, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION) 000-08281 76-0402866 (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.) 104 West Callaghan Street Fort Stockton, Texas 79735 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (432) 336-0336 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) Fremont Corp. (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ------------------------------------------------------------------------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) --------------------------------------------------------------------------------
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Section 4--Matters Related to Accountants and Financial Statements Item 4.01 Changes in Registrant's Certifying Accountant On September 30, 2004, Wireless Frontier Internet, Inc. (the "Company") appointed Burton McCumber & Cortez, L.L.P. (the "New Accountants") as the independent accounting firm to audit the financial statements of the Company for the year ended December 31, 2004. Concurrent with the appointment of the New Accountants, Pollard-Kelley Auditing Services, Inc. (the "Former Accountants") resigned as the Company's independent accounting firm. This decision was approved by the Board of Directors on September 30, 2004. During the Company's two most recent fiscal years and the subsequent interim period through September 30, 2004, there were no disagreements with the Former Accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of the Former Accountants, would have caused them to make reference to the subject matter of the disagreement in their report. None of the Former Accountants' reports on the Company's financial statements for either the Company's two most recent fiscal years or the subsequent interim period through September 30, 2004 contained an adverse opinion or disclaimer of opinion, or was modified as to uncertainty, audit scope, or accounting principles. During the Company's two most recent fiscal years and the subsequent interim period through the date of engagement of the New Accountants, the Company did not consult the New Accountant regarding either (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company's financial statements; or (ii) any matter that was the subject of a disagreement or event identified in response to Item 304(a)(1)(iv) of Regulation S-B. During the Company's two most recent fiscal years and the subsequent interim period through September 30, 2004, there were no reportable events in accordance with Item 304(a)(1)(iv)(A)-(E) of Regulation S-B. A letter from the Former Accountants addressed to the Securities and Exchange Commission in accordance with Item 304(a)(3) of Regulation S-B, stating that they agree with the disclosures made by the Company in the original Report on Form 8-K and any revised statements made by the Company in this amended Report on Form 8-K has been filed as an exhibit to this amended Report on Form 8-K in accordance with Item 304(a)(3) of Regulation S-B. Section 5--Corporate Governance and Management Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On October 6, 2004, the Company issued a press release announcing several management changes, including the resignation of Jasper Knabb as the Company's President and Director, effective October 4, 2004, and the resignation of James Bentley King as the Company's Director, 1
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effective September 30, 2004. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated in this Item 5.02 by reference. Section 9--Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits. (c) Exhibits. 16.1 Letter from Pollard-Kelley Auditing Services, Inc. addressed to the Securities and Exchange Commission in accordance with Item 304(a)(3) of Regulation S-B.* 99.1 Press Release dated October 6, 2004.+ * Filed herewith. + Incorporated by reference to the Company's current report on Form 8-K filed on October 6, 2004. 2
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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WIRELESS FRONTIER INTERNET, INC. -------------------------------- (Registrant) By: /s/ Alex J. Gonzalez --------------------------------- Name: Alex J. Gonzalez Title: Chief Executive Officer Date: October 20, 2004 3

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘8-K/A’ Filing    Date First  Last      Other Filings
12/31/042
Filed on:10/20/044
10/6/04238-K
10/4/042
For Period End:9/30/041310QSB,  10QSB/A,  8-K,  NT 10-Q
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Filing Submission 0000922423-04-001739   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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