Wireless Frontier Internet Inc – ‘10KSB/A’ for 12/22/04

On:  Monday, 12/27/04, at 7:54pm ET   ·   As of:  12/28/04   ·   For:  12/22/04   ·   Accession #:  922423-4-2096   ·   File #:  0-08281

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB/A     Form 10-Ksb/A Amendment No. 2                          5     17K 
 2: EX-31       Exhibit 31.1 Certificate                               2      9K 
 3: EX-31       Exhibit 31.2 Certificate                               2      9K 

10KSB/A   —   Form 10-Ksb/A Amendment No. 2
Document Table of Contents

10KSB/A
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 10-KSB/A
 Amendment No. 2

ANNUAL REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2003

WIRELESS FRONTIER INTERNET, INC.
(Exact name of registrant as specified in its charter)

=============================================================================== 
Delaware                   0-08281                 75-2771930 
------------------------------------------------------------------------------- 
(State or other       (Commission File Number)        (IRS Employer   
jurisdiction of                                    Identification No.)
incorporation)                                                      
=============================================================================== 

  104 West Callaghan, Fort Stockton, Texas     79735
  ----------------------------------------     -----
     (Address of principal executive offices)   (Zip Code)

Registrant's telephone number, including area code: (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 $ 0.001 per share

Check  whether  the issuer (1) has filed all  reports  required to be filed by  
Section 13 or 15(d) of the Securities  Exchange Act of 1934 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  
  ---    ---

1 

10KSB/A
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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  
December 22, 2004: $7,310,213 (66,456,481 shares at $0.11 / share)              

State the  number of shares  outstanding  of each of the  issuer's  classes of  
common equity, as of the latest practicable date:  66,456,481 common shares as  
of December 22, 2004.                                                           

Transitional Small Business Disclosure Format (check one):                      

Yes    No  X  
  ---    ---

10KSB/A
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EXPLANATORY NOTE

This Amendment No. 2 on Form 10-KSB/A to our Annual Report on       
Form 10-KSB for the fiscal year ended December 31, 2003, which was initially    
filed with the Securities and Exchange Commission (the "Commission") on         
April 12, 2003, and subsequently amended by an Amendment No. 1 filed with the   
Commission on May 13, 2004 (as so amended, the "Form 10-KSB/A"), is being       
filed solely to amend and restate Item 8a, Controls and Procedures, in its      
entirety as set forth herein.  Other than Item 8a, none of the information      
contained in the Form 10-KSB/A has been revised or amended.                     

10KSB/A
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Item 8a.    CONTROLS AND PROCEDURES                                             

Evaluation of Internal and Disclosure Controls                                  
----------------------------------------------                                  

   The Company's principal executive and principal financial officers have
evaluated the effectiveness of the Company's disclosure controls and            
procedures (as defined in Section 13a-15(e) of the Securities Exchange Act of   
1934, as amended) as of the end of the period covered by this annual report     
and have concluded that such disclosure controls and procedures are adequate    
and effective based upon their evaluation as of such date.                      

 There were no significant changes in internal controls over financial
reporting that occurred during the Company's fourth fiscal quarter that has     
materially affected, or is reasonably likely to materially affect, the          
Company's internal control over financial reporting.                            

Item 13.    EXHIBITS                                                            

The following  documents are filed as exhibits to this Amendment No. 2 to Form  
10-KSB/A.                                                                       

Exhibit                                                                         
No.     Description                                                             
---     -----------                                                             

31.1    Certification  of Chief Executive  Officer  pursuant to Section 302 of  
the Sarbanes-Oxley Act of 2002.                                 

31.2    Certification  of Chief Financial  Officer  pursuant to Section 302 of  
the Sarbanes-Oxley Act of 2002.                                 

10KSB/A
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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.                           

                              WIRELESS FRONTIER INTERNET, INC.

                   By: /s/ Alex Gonzalez
                                         -----------------------------------
                          Name:  Alex Gonzalez
                                         Title: Chairman and Chief Executive
                           Officer

                      Date:  December 27, 2004

    In  accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant  and in the  capacities  
and on the dates indicated.                                                     

                    By:  /s/ Alex Gonzalez
                                          ----------------------------------
                            Name:  Alex Gonzalez
                                           Title: Chairman and Chief Executive
                                                  Officer (Principal Executive
                              Officer)

                      Date:  December 27, 2004

                       By:  /s/ Kelly E. Simmons
                                          ----------------------------------
                               Name:  Kelly E. Simmons
                                      Title: Chief Financial Officer
                                                  (Principal Financial Officer
                                              and Principal Accounting
                              Officer)

                      Date:  December 27, 2004

                           By:  /s/ William Lawson Allen
                                          ----------------------------------
                                   Name:  William Lawson Allen
                       Title: Director

                      Date:  December 27, 2004

                     By:  /s/ John R. Morrow
                                          ----------------------------------
                             Name:  John R. Morrow
                       Title: Director

                      Date:  December 27, 2004

                            By:  /s/ Dr. Cecil George M.D.
                                          ----------------------------------
                                    Name:  Dr. Cecil George M.D.
                       Title: Director

                      Date:  December 27, 2004

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10KSB/A’ Filing		Date		First		Last			Other Filings
Filed as of:		12/28/04							10QSB/A,  SB-2/A
Filed on:		12/27/04		5
For Period End:		12/22/04		2
		5/13/04		3					10KSB/A
		12/31/03		1		3			10KSB,  10KSB/A,  NT 10-K
		4/12/03		3
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