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Wireless Frontier Internet Inc · 10QSB · For 3/31/04

Filed On 5/24/04 5:29pm ET · SEC File 0-08281 · Accession Number 922423-4-773

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

 5/24/04  Wireless Frontier Internet Inc    10QSB       3/31/04    5:35                                     Kramer Levin Naf..LLP/FA

Quarterly Report -- Small Business · Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       Form 10-Qsb Quarterly Report                          29    141K 
 2: EX-31       Exhibit 31.1 Certificate                               2±     9K 
 3: EX-31       Exhibit 31.2 Certificate                               2±     9K 
 4: EX-32       Exhibit 32.1 Certificate                               1      6K 
 5: EX-32       Exhibit 32.2 Certificate                               1      6K

10QSB · Form 10-Qsb Quarterly Report
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Controls and Procedures Defaults Upon Senior Securities Exhibits and Reports on Form 8-K Financial Statements Legal Proceedings Liquidity and Capital Resources Management's Discussion and Analysis of Financial Condition and Results of Operations
1	1st Page - Filing Submission
4	Item 1. Financial Statements
20	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
22	Liquidity and Capital Resources
26	Item 3. Controls and Procedures
27	Item 1. Legal Proceedings
"	Item 3. Defaults Upon Senior Securities
28	Item 6. Exhibits and Reports on Form 8-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

Quarterly report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 2004

WIRELESS FRONTIER INTERNET, INC.
--------------------------------
(Exact name of small business issuer as specified in its charter)

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

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 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__

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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 common shares as of March
31, 2004.]

Transitional Small Business Disclosure Format (check one):

Yes No _X__

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TABLE OF CONTENTS

Page
----

PART I Financial Information

Item 1. Condensed Consolidated Balance Sheets (unaudited) -
As of March 31, 2004 and March 31, 2003............................1
Condensed Consolidated Statements of Operations (unaudited) -
For the Three Months ended March 31, 2004 and 2003.................3
Condensed Consolidated Statements of Cash Flows (unaudited) -
For the Three Months ended March 31, 2004 and 2003.................5
Notes to Condensed Consolidated Financial Statements
(unaudited)........................................................6

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.........................................17

Item 3. Controls and Procedures...........................................23

PART II Other Information

Item 1. Legal Proceedings.................................................24

Item 2. Defaults Upon Senior Securities...................................24

Signatures

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

WIRELESS FRONTIER INTERNET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
March 31, 2004 and 2003

[Download Table]

ASSETS

2004 2003
---- ----
CURRENT ASSETS

Cash $ 683,326 $ 88,110

Accounts receivable 282,781 98,126

Inventories 163,604 24,235

Prepaid expenses 8,400 --
----------- -----------

Total Current Assets 1,138,111 210,471
FIXED ASSETS

Buildings 375,000 90,000

Equipment 2,489,345 623,606

Vehicles 521,131 61,020
----------- -----------

3,385,476 774,626

Less: Accumulated depreciation (799,113) (267,440)
----------- -----------

2,586,363 507,186
OTHER ASSETS

Goodwill 4,869,632 505,966

Covenants not to compete 10,000 10,000
----------- -----------

4,879,632 515,966

Less: Accumulated amortization (257,902) (46,407)
----------- -----------

4,621,730 469,559

Shareholder receivables -- 15,779
----------- -----------

4,621,730 485,338
----------- -----------
Total Assets $ 8,346,204 $ 1,202,995
=========== ===========

See accompanying notes and accountant's report.

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[Enlarge/Download Table]

LIABILITIES AND STOCKHOLDERS' EQUITY

2004 2003
---- -----

CURRENT LIABILITIES

Line of credits $ 225,656 $ 317,342

Current portion of long - term debt 147,730 83,538

Notes payable 2,070,734 --

Accounts payable 360,376 8,230

Accrued payroll 44,706 27,242

Accrued interest 1,924 5,450

Accrued taxes 16,287 8,504
----------- -----------

Total Current Liabilities 2,867,413 450,306

LONG - TERM DEBT

Long - term debt 585,054 548,609

STOCKHOLDERS' EQUITY
Common stock 100,000,000 shares
authorized 66,402,618 and 10,000,000
shares outstanding at March 21, 2004
and 2003 respectively, par value $.001
per share 66,403 1,000

Additional contributed capital 7,189,975 664,316

Retained deficit (2,360,615) (461,236)

Treasury stock (2,026) --
----------- -----------

4,893,737 204,080
----------- -----------
Total Liabilities and Stockholders' Equity $ 1,346,204 $ 1,202,995
=========== ===========

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WIRELESS FRONTIER INTERNET, INC.
CONSOLIDATED INCOME STATEMENT
For the Quarters Ended March 31, 2004 and 2003

[Download Table]

2004 2003
---- ----
REVENUES

Equipment Sales
Revenues $ 242,050 $ 200,060

Cost of sales 157,268 181,952
------------ ------------
Gross profit equipment
sales 84,782 18,108
Internet service

Revenues 764,238 279,096

Cost of sales 306,809 202,438
------------ ------------
Gross profit internet sales 457,429 76,658
------------ ------------

TOTAL GROSS PROFIT 542,211 94,766

GENERAL AND ADMINISTRATIVE

Advertising and promotion 14,657 8,037

Amortization and depreciation 279,246 42,930

Legal and professional 390,298 1,965

Auto and travel 48,496 20,888

Commissions and contract labor 48,174 15,870

Office expenses and supplies 49,587 18,249

Insurance 16,277 13,970

Interest 23,751 4,274

Rent 18,584 27,721

Repairs and maintenance 4,814 2,003

Salary and wages 474,069 156,303

Taxes 50,236 14,789

Utilities 32,057 12,926
------------ ------------

1,450,246 339,925
------------ ------------

LOSS FROM OPERATIONS (908,035) (245,159)

Other income 22,167 10,116
------------ ------------

NET INCOME/(LOSS) (885,868) (235,043)
============ ============

Average shares outstanding 65,936,059

Earnings/(Loss) per share (0.01)

See accompanying notes and accountant's report.

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[Enlarge/Download Table]

WIRELESS FRONTIER INTERNET, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Years Ended December 31, 2003 through March 31, 2004

ADDITIONAL
NUMBER OF COMMON CONTRIBUTED RETAINED TREASURY
SHARES STOCK CAPITAL DEFICIT SHARES TOTAL
--------- ------ ----------- -------- -------- -----

BALANCE January 1, 2003 7,453,000 $ 1,000 $ 664,316 $ (220,472) $ -- $ 444,844

Recapitalize for stock split 7,453,000 13,906 (13,906) -- -- --

Shares sold 4,498,947 4,499 1,272,033 -- -- 1,276,532
Acquisitions

Kolinek acquisition 140,240 140 41,932 -- -- 42,072

Strategic Abstract acquisition 2,096,653 2,097 678,503 -- -- 680,600

Momuntum acquisition 767,552 768 2,620,642 -- -- 2,621,410

US Mex -West Texas acquisition 1,103,320 1,103 329,893 -- -- 330,996

Xramp 165,000 165 164,835 -- -- 165,000

Merger with Fremont Corporation 5,861,900 5,862 -- (543,011) (4,760) (541,909)

Debt exchanged for stock in merger 448,204 448 110,220 -- -- 110,668

Services in connection with merger 1,125,000 1,125 -- -- -- 1,125

Net Loss for 2003 -- -- -- (711,264) -- (711,264)
----------- ----------- ----------- ----------- ----------- -----------

BALANCE December 31, 2003 31,112,816 31,113 5,868,468 (1,474,747) (4,760) 4,420,074

To balance to stock records 55,972 56 (56) -- -- --
Acquisitions

OPI acquisition 1,763,812 1,764 849,857 -- -- 851,621

BCOM acquisition 177,800 178 293,192 -- -- 293,370

Treasury stock sold -- -- 106,806 -- 2,734 109,540

Stock for services 90,909 91 104,909 -- -- 105,000

Recapitalized for stock split 33,201,309 33,201 (33,201) -- -- --

Net loss for the Quarter -- -- -- (885,868) -- (885,868)
----------- ----------- ----------- ----------- ----------- -----------
BALANCE March 31, 2004 $66,402,618 $ 66,403 $7,189,975 $(2,360,615) $ (2,026) $4,893,737
=========== =========== =========== =========== =========== ===========

See accompanying notes and accountant's report.

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WIRELESS FRONTIER INTERNET, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Quarters Ended March 31, 2004 and 2003

[Download Table]

2004 2003
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss for the three months $ (885,868) $ (235,043)
Adjustments to reconcile net earnings to net
cash provided (used) by operating activities:

Depreciation 202,536 33,830

Amortization 76,708 9,100

Stock issued for services 1,525 --

Changes in Current assets and liabilities:

Decrease (Increase) in Accounts receivable (30,166) 38,698

Decrease (Increase) in Inventories 103,530 35,380

Decrease (Increase) in Prepaid expenses (5,875) --

Increase (Decrease) in Accounts payable (267,008) (18,854)

Increase in Accrued payroll 16,600 9,567

Increase (Decrease) in Accrued interest -- (1)

Increase (Decrease) in Accrued taxes 1,307 (4,270)
----------- -----------

NET CASH (USED) BY

OPERATING ACTIVITIES (786,711) (131,593)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of Fixed assets (176,901) (106,027)
----------- -----------
NET CASH PROVIDED (USED) BY

INVESTING ACTIVITIES (176,901) (106,027)

CASH FLOWS FROM FINANCING ACTIVITIES

Sale of Treasury stock 109,540 --

Borrowings on Lines of Credit -- 71,232

Borrowings on Notes Payable 1,279,356 --

Increase in Long - term debt -net 31,718 65,508
----------- -----------
NET CASH USED BY

FINANCING ACTIVITIES 1,420,614 136,740
----------- -----------

NET INCREASE (DECREASE) IN CASH 457,002 (100,880)

CASH AT BEGINNING OF PERIOD 226,324 188,990
----------- -----------

CASH AT END OF PERIOD $ 683,326 $ 88,110
=========== ===========

See accompanying notes and accountant's report.

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NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

History

The Company was incorporated under the laws of the state of Texas on July 7,
1998 for the purpose of making equipment sales within the state of Texas and
Colorado. On February 8, 2000 the controlling interest in the Company was
purchased by the current majority shareholder.

The current majority shareholder, on January 1, 2001 contributed the assets and
operations of West-Tex Internet to the Company. At that time the Company also
became an Internet Service Provider with about 475 customers in the Fort
Stockton, Texas area.

The Company purchased on November 30, 2001 the assets and operations of Overland
Network for $200,000. This purchase expanded the Company's Internet Service
Provider area to include Alpine, Fort Davis, Marathon and Marfa, Texas areas.
The Company also obtained, for $5,000, a three-year covenant not to compete,
within a 50-mile radius of the Company's operations including the areas
purchased from the seller.

The Company purchased on May 31, 2002 the assets and operations of Brooks Data
Consultants, Inc. for $245,000. This purchase expanded the Company's Internet
Service Provider area to include Terlingua, Presidio, Sanderson, Sheffield,
Comstock, Big Bend National Park and Heath Canyon, Texas areas. The Company also
obtained, for $5,000, a five-year covenant not to compete, within a 50-mile
radius of the Company's operations including the areas purchased, from the
seller.

On January 20, 2003 the Company's Board of Directors declared a 100 to 1 stock
split increasing the authorized common shares from 1,000,000 to 100,000,000.

On May 28, 2003 the stockholders of the Company exchanged all the outstanding
shares of the Company for 14,906,000 shares of common stock. On the same date
the Company's Board of Directors declared a 2 to 1 stock split. These financial
statements reflect this split as if it happened at the beginning of the periods
reported.

All share amounts from this point on have been adjusted for the March 31, 2004,
2 for 1 stock split.

On June 1, 2003, the Company entered into an agreement to purchase all the
assets and assume certain liabilities of Momentum Online Computer Services, Inc.
for 873,712 shares of common stock valued at $2,621,410. In December 2003, the
purchase agreement and certain terms of the employment agreement entered into
with Robert McClung, the CEO and principal shareholder of Momentum, were
satisfied by the issuance of 138,430 shares and 800,000 shares, consecutively,
to Robert McClung increasing the total to 1,673,712 shares of common stock. This
purchase expanded the Company's Internet Service Provider area to the Highway
281 of Texas corridor, which extends roughly from south of the Dallas, Fort
Worth area to the north of San Antonio. The Company is presently involved in a
lawsuit and other legal matters with the former owner of Momentum over the
agreement and ownership of the assets purchased on June 1, 2003. See note 10 to
notes to Consolidated Financial Statements.

On June 30, 2003, the Company entered into an agreement to purchase all the
assets of Kolinek Internet service for 280,480 shares of common stock. The
acquisition was valued at $42,072. The original agreement called for a purchase
price of 28,048 shares of common stock. The acquisition was re-evaluated in
December 2003 to 280,480 shares. This purchase expanded the Company's Internet
Service Provider area in the Highway 281 of Texas corridor.

On June 30, 2003, the Company entered into an agreement to purchase all the
assets of Strategic Abstract & Title Corporation for $4,000 and 4,166,640 shares
of common stock valued at $680,600. The original agreement called for a purchase
price of 416,664 shares of common stock. The acquisition was re-evaluated in
January 2004 to 4,166,640 shares. This purchase added three commercial buildings
valued at $285,000 and the assets and business of Strategic Abstract & Title
Corporation.

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price of 220,664 shares of common stock. The acquisition was re-evaluated in
January 2004 to 2,206,640 shares. The acquired company sells phone cards and
provides pay phone services in Southwestern Texas. All assets, liabilities and
operations have been transferred to Wireless Frontier Internet, Inc. (Texas).
The corporations are now inactive subsidiaries at December 31, 2003.

On September 30, 2003, the Company entered into an Agreement and Plan of Merger
with Fremont Corporation a publicly traded company. Pursuant to the merger
agreement Networker Systems, Inc., a wholly owned subsidiary of the Fremont, was
merged into the Company with the Company being the surviving corporation. The
shareholders of the Company exchanged all the outstanding shares of the Company
for 32,053,158 shares of the common stock of Fremont in a one for one exchange.
As a result of this transaction the Company became a wholly owned subsidiary of
Fremont. In addition, Fremont also entered into an Asset Purchase Agreement with
Million Treasure Enterprises Limited, a British Virgin Islands corporation.
Pursuant to this agreement, Million acquired all of Fremont's equity interest in
Winfill (a subsidiary of Fremont) for Millions return to Fremont of the 661,654
(pre-split) shares of common stock held by Million, the cancellation of
Million's warrant to purchase 2,000,000 (pre-split) shares of common stock 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.

On September 30, 2003 the Company entered into an Asset Purchase Agreement with
Limited Liability Partnership d/b/a Xramp, to purchase certain assets and
Internet subscribers of the Partnership. The purchase price was 294,643 shares
of the Company's common stock valued at $165,000 and a note for $50,000.

On February 9, 2004 the Company entered into an Agreement for Purchase and Sale
of Stock with all the shareholders of Office Products Incorporated Computer
Division, a Kansas Corporation for 3,527,624 shares of common stock valued at
$922,183 and a Note payable for $373,252. This agreement is effective January 1,
2004.

On March 17, 2004 the Company entered into an Asset Purchase Agreement for the
purchase of the assets of BCOM.NET, INC. for 355,600 shares of common stock
valued at $293,370. The agreement was effective on March 17, 2004.

As of April 1, 2004 the Company was a Wireless Internet Service Provider in
southwest Texas and western Kansas, providing both wireless and dial-up services
in addition to the equipment sales.

Cash and Cash Equivalents

For the purposes of the statement of cash flows, the Company considers all
short-term debt securities to be cash equivalents.

Cash paid during the three months for:

First Quarter 2004
----
Interest $23,751
Income taxes -0-

Income taxes

The Company accounts for income taxes under a method which requires a company to
recognize deferred tax assets and liabilities for the expected future tax
consequences of events that have been recognized in a company's financial
statements or tax returns. Under this method, deferred tax assets and
liabilities are determined based on the difference between the financial
statements carrying amounts and tax basis of assets and liabilities using
enacted tax rates. The Company presently prepares its tax return on the cash
basis and its financial statements on the accrual basis. No deferred tax assets
or liabilities have been recognized at this time, since the Company has shown
losses for both tax and financial reporting. The Company has a net operating
loss carry forward at March 31, 2004 of approximately $1,700,000.

Depreciation and Amortization

The Company provides for depreciation of fixed assets utilizing the
straight-line method to apportion costs over the following estimated lives:

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Years
-----
Buildings 40
Equipment 5
Vehicles 5

The Company provides for amortization of purchased Goodwill, which represents
the value of Internet subscribers purchased, utilizing the straight-line method,
to apportion costs over a 15 year estimated life.

The Company provides for amortization of the covenants not to compete utilizing
the straight-line method to apportion costs over the life of the covenant.
Presently the Company has two covenants not to compete. One has a three-year
life and the other has a five-year life.

Use of Estimates

The preparation of 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 FIXED ASSETS

Fixed assets are summarized by major classifications as follows:

March, 31 2004 2003
---- ----
Buildings $375,000 $90,000
Equipment 2,619,287 623,606
Vehicles 521,131 61,020
------- ------
3,515,418 774,626
Accumulated Depreciation (799,113) (267,440)
--------- ---------
$2,716,305 $507,186
========== ========

Depreciation expense for the three months ended March 31, 2004 and 2003 was
$202,536 and $33,830 respectively.

NOTE 3 - GOODWILL AND COVENANTS NOT TO COMPETE

Goodwill and covenants not to compete are summarized by major classifications as
follows:

March 31, 2004 2003
---- ----

Goodwill $4,602,620 $505,996
Covenants not to compete 10,000 10,000
------ ------
4,612,620 515,996
Less: Accumulated amortization (257,902) (47,407)
--------- --------
$4,354,718 $468,589
========== ========

Amortization expense for the three months ended March 31, 2004 and 2003 was
$76,710 and $9,100 respectively.

Future amortization expense for the next five years is as follows:

2004 $306,841
2005 $306,841
2006 $306,841
2007 $306,841
2008 $306,841

NOTE 4 - ACQUISITIONS

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On June 1, 2003, the Company entered into an agreement to purchase all the
assets and assume certain liabilities of Momentum Online Computer Services, Inc.
for 873,714 shares of common stock valued at $2,621,410. This purchase expanded
the Company's Internet Service Provider area to the Highway 281 of Texas
corridor, which extends roughly from south of the Dallas, Fort Worth area to the
north of San Antonio. The Company is presently involved in a lawsuit and other
legal matters with the former owner of Momentum over the agreement and ownership
of the assets purchased on June 1, 2003. See litigation footnote.

Assets Acquired were:
Cash $12,053
Accounts receivable 123,490
Inventory 26,717
Equipment and furniture 280,425
Goodwill - Internet
Subscribers 2,492,202
---------
Total Assets $2,934,887
==========
Liabilities Assumed were:
Accounts payable $97,792
Accrued payroll 24,177
Accrued interest 1,123
Accrued taxes 17,891
Lines of credit 59,422
Notes payable 59,250
Long - Term debt 54,222
------
Total Liabilities $313,877
========

Assets Acquired:
Goodwill - Internet
Subscribers $42,072

Assets Acquired:

Cash $15,425
Accounts receivable 3,161
Buildings 285,000
Equipment and furniture 234,858
Goodwill 89,552
------
Total Assets $628,996
========

On or about July 1, 2003, the Company acquired all the outstanding shares of US
Mex Communications and West Texas Horizons for 2,206,640 shares of the Company's
common stock valued at $330,996 and the assumption of $51,000 in notes payable.
The note was paid in full with the December 18, 2003 notes payable. The original
agreement called for a purchase price of 220,664 shares of common stock. The
acquisition was re-evaluated in January 2004 to 2,206,640 shares. The acquired
company sells phone cards and provides pay phone services in Southwestern Texas.
All assets, liabilities and

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operations have been transferred to Wire Frontier Internet, Inc. (Texas). The
corporations are now inactive subsidiaries at December 31, 2003.

Assets Acquired:

Equipment and furniture $270,682
Goodwill 381,996
-------
Total Assets $652,678
========

Liabilities Assumed:
Accounts payable $ 51,000
Notes payable 270,682
-------
Total Liabilities $321,682
========

On September 30, 2003 the Company entered into an Asset Purchase Agreement
(the"Xramp Agreement") with Bartell & Griffith, LTD. L.L.P., d/b/a/ Xramp
("Xramp Partnership") to purchase certain assets and Internet subscribers of the
Xramp Partnership. The purchase price was 294,643 shares of the Company's common
stock and a note for $50,000. The note was paid off in March 2004.

Assets Acquired:

Equipment and furniture $46,950
Goodwill - Internet
Subscribers 168,050
-------
Total $215,000

Liabilities Assumed:
Note payable $50,000
=======

On February 9, 2004 the Company entered into an Asset Purchase Agreement with
Office Products Incorporated, to purchase Internet subscribers, certain assets,
and Computer Service customers d/b/a Office Products Incorporated Computer
Division. The purchase price was 3,527,623 shares of the Company's common stock
for 142 wireless customers at $589 each and the Computer Store with gross
receipts of $313,000. In addition there are 377,892 shares plus $275,000 to pay
for the debt of $373,252 within 90 days of the signing of the agreement. These
amounts not been remitted by the Company as of May 21, 2004. The Company is in
negotiations with the former owners over the final amounts due.

Assets Acquired:

Inventory $95,657
Equipment and 207,034
furniture
Goodwill - Internet
Subscribers 922,182
-------
Total $1,224,873

Liabilities Assumed:
Note payable $373,252
========

On March 2, 2004 the Company entered into an Asset Purchase Agreement with
BCOM.NET, INC to purchase certain assets and Internet subscribers of the
Incorporation. The purchase price was 355,600 shares of the Company's common
stock for 47 wireless customers valued at $589 each, 363 dial-up customers
valued at $249 each and 18,878 shares of the Company's common stock to offset
the debt.

Assets Acquired:

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Equipment and furniture $26,358
Goodwill - Internet
Subscribers 267,012
-------
Total $293,370
========

NOTE 5 - NOTES PAYABLE

Lines of Credit:

On November 14, 2002, the Company entered into a Line of Credit Agreement with a
local bank for $170,000 due June 4, 2004. The interest rate is 6.75%. The loan
is secured by all accounts and other rights to payments, inventories, equipment,
instruments and chattel paper, general intangibles, documents, and deposit
accounts owned by the Company. The majority shareholder and officer of the
Company also guarantee the loan. The balance due at March 31, 2003 was $170,000.

On June 1, 2003 in connection with the acquisition of Momentum the Company
assumed a Line of Credit Agreement dated November 11, 2002 with a local bank for
$75,000 payable on demand and if no demand is made, then on November 22, 2003.
The note was renewed in December 2003 when an interest payment was made and the
new maturity date is June 19, 2004. The interest rate is 8.5%. The loan is
secured by all monies the Company has on deposit with the bank. The note is
guaranteed by the former shareholder of Momentum, who is also an Officer of the
Company. At March 31, 2004 the balance outstanding for Wireless Frontier
Internet under this agreement was $55,656.

Notes Payable:

In connection with the Momentum acquisition, on April 1, 2003 the Company
entered into a loan agreement with an individual and shareholder for $59,250 for
working capital funds advance to the Momentum since inception. The loan is due
on demand with an 8% interest rate. Accruing interest is due monthly. The note
is unsecured. The balance due at March 31, 2004 was $54,203.

On September 30, 2003 as part of the Xramp Agreement the Company agreed to pay
$50,000. The agreement was satisfied in March 2004 by payment in full of the
loan.

On December 18, 2003, the Company entered into a loan agreement with a Bank for
$353,279. The interest rate varies at 2 points over the Wall Street Journal
Prime Rate. The rate at March 31, 2004 was 6%. The Note was renewed and now
matures on June 17, 2004. The note is secured by all vehicles, office equipment,
accounts receivable, telephone equipment and all other assets. At March 31, 2004
the balance outstanding under this agreement was $328,279.

On February 9, 2004, the Company entered into an Agreement for Purchase and Sale
of Stock with Office Products Incorporated, Computer Division. This agreement
called for $373,252 to be paid in stock and cash within 90 days from the signing
of the agreement. This amount has not been paid as of May 21, 2004. The Company
is presently in discussions with the former owners concerning this amount. The
Company is in default in relation to this amount at this time. At March 31, 2004
the balance outstanding under this agreement was $373,252.

In March 2004, the Company issued convertible debentures to a number of
noteholders, in the aggregate principal amount of $1,315,000, at an interest
rate of 10%, and warrants to purchase an aggregate of 7,655,000 shares of the
Company's common stock at an exercise price of $0.20 per share. Under the terms
of the debentures, the note holders have the option to convert the principal
balance of the debentures, in whole or in part, into shares of common stock at a
conversion price equal to $0.20 per share. These debentures matured on April 11,
2004, and the Company was unable to pay off the debentures at maturity. The
Company is currently negotiating with the holders of the debentures representing
this indebtedness to extend the maturity of the indebtedness. The Company is in
default in relation to these debentures. At March 31, 2004 the balance
outstanding under these agreements was $1,315,000.

Long - Term Debt:

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On May 30, 2002, the Company entered into a loan agreement with a local bank for
$469,073. The loan calls for 24 monthly payments of $7,000, followed by 47
monthly payments of $8,500 and 1 payment of $11,603. All payments include
interest at 6.75%, which varies with the Wall Street Journal Prime Rate. The
loan is secured by all equipment, accounts receivable, and inventories whether
now owned or hereafter acquired, wherever located. Certain shareholders and
officers of the Company also guarantee the loan. The balance due at March 31,
2004 was $372,872.

On January 8, 2003, the Company entered into a loan agreement with a local bank
for $14,500. The loan calls for 30 monthly payments of $532 including interest.
The initial interest was 7.5%, which varies with Wall Street Journal Prime Rate.
The loan is secured by the vehicle purchased. Certain shareholders and officers
of the Company also guarantee the loan. The balance at March 31, 2004
outstanding under this agreement was $8,196.

On April 15, 2003, the Company entered into a loan agreement with a local bank
for $88,340. The loan calls for 60 monthly payments of $1,566 plus interest. The
initial interest was 6.75%, which varies with the Wall Street Journal Prime
Rate. The loan is secured by the installation vehicles purchased. The majority
shareholder and an officer of the Company also guarantee the loan. The balance
at March 31, 2004 outstanding under this agreement was $76,338.

On April 15, 2003, the Company entered into a loan agreement with a Finance
Company for $28,394. The loan calls for 60 monthly payments of $473 including 0%
interest. The loan is secured by the vehicle purchased. The majority shareholder
and an officer of the Company also guarantee the loan. The balance at March 31,
2004 outstanding under this agreement was $23,188.

On April 21, 2003, the Company entered into a loan agreement with a local Credit
Union for $35,402. The loan calls for 60 monthly payments of $504 plus interest
at 6.75%. The loan is secured by the installation vehicle purchased. The
majority shareholder and an officer of the Company also guarantee the loan. The
balance at March 31, 2004 outstanding under this agreement was $30,566.

On April 21, 2003, the Company entered into a loan agreement with a Finance
Company for $38,702. The loan calls for 60 monthly payments of $645 plus
interest at 6.25%. The loan is secured by the installation vehicle purchased.
The majority shareholder and an officer of the Company also guarantee the loan.
The balance at March 31, 2004 outstanding under this agreement was $33,571.

On April 21, 2003, the Company entered into a loan agreement with a Finance
Company for $35,402. The loan calls for 60 monthly payments of $571 plus
interest at 6.25%. The loan is secured by the installation vehicle purchased.
The majority shareholder and an officer of the Company also guarantee the loan.
The balance at March 31, 2004 outstanding under this agreement was $30,050.

On May 1, 2003, the Company assumed a loan of an employee in exchange for the
vehicle secured by the loan. The loan amount assumed was financed by a Finance
Company and was for $32,005, the balance due at May 1, 2003. The loan calls for
40 additional monthly payments of $762 plus interest at 0%. The loan is secured
by the installation vehicle purchased. The employee of the Company is still
liable for the loan. The balance at March 31, 2004 outstanding under this
agreement was $23,619.

On May 1, 2003, the Company entered into a loan agreement with a Finance Company
for $40,546. The loan calls for 60 monthly payments of $676 plus interest at 0%.
The loan is secured by the installation vehicle purchased. The majority
shareholder and an officer of the Company also guarantee the loan. The balance
at March 31, 2004 outstanding under this agreement was $33,113.

In May 2003, the Company entered into a loan agreement with an individual for
$90,000 effective to May 1, 2001 to purchase the Company's headquarters building
in Fort Stockton, Texas. Rent paid since May 1, 2001 has been applied to the
note and recorded as other income in the first quarter of 2003. The loan calls
for 180 monthly payments of $900 including interest at 8.759%. The note is
secured by the building. The balance at March 31, 2004 outstanding under this
agreement was $78,297.

On June 1, 2003 in connection with the acquisition of Momentum the Company
assumed the following loans:

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On October 18, 2000 the Company entered into a loan agreement with a finance
company for $25,860 to purchase a vehicle. The loan calls for 48 monthly
payments of $658 including interest at 10.2%. The installation vehicle secures
the note. A shareholder and officer of the Company also guarantee the note. The
balance at March 31, 2004 outstanding under this agreement was $4,543.

On April 16, 2001 the Company entered into a loan agreement with a finance
company for $17,125 to purchase equipment. The loan calls for 36 monthly
payments of $586 including interest at 15.9%. The equipment secures the note. A
shareholder and officer of the Company also guarantee the note. The balance at
March 31, 2004 outstanding under this agreement was $0.

On July 10, 2001 the Company entered into a loan agreement with a local bank for
$54,785 to purchase equipment. The loan is due on demand and if no demand is
made, then 35 monthly payments of $1,771 including interest at 10.0%. The
equipment secures the note along with funds that the Company has on deposit with
the bank. A shareholder and officer of the Company also guarantee the note. The
balance at March 31, 2004 outstanding under this agreement was $9,865.

On December 30, 2002 the Company entered into a loan agreement with a finance
company for $13,600 to purchase equipment. The loan calls for 36 monthly
payments of $465 including interest at 15.9%. The equipment secures the note.
The balance at March 31, 2004 outstanding under this agreement was $8,566.

Total Long-Term debt at March 31 is as follows:

2004
----
Long-term debt $732,784
Less Current portion (147,730)
---------
Long-term debt $ 585,054
=========

Maturities on long-term debt are as follows:
Year ending December 31,

2003 $147,730
2004 137,108
2005 135,379
2006 135,678
2007 108,586
Thereafter 100,021

NOTE 6 - EMPLOYEE STOCK OPTION PLAN

The Board of Directors in their October 1, 2003 meeting agreed to allocate
20,000,000 shares to the Employee Stock Option Plan to be established later.
There has been no further action as of this time.

NOTE 7 - EQUITY

In January 2004 the Company renegotiated all but one of the Company's
acquisitions and most of its stock sale contracts entered into during 2003. The
additional shares issued resulting from these negotiations are reflected in
these financial statements as if they were issued at the time of the original
contract.

NOTE 8 - COMMITMENTS

The Company leases real estate in Sanderson, Texas under a one-year agreement
due to expire in 2005, with an option to renew each year until 2007. The lease
calls for monthly payments of $650 per month and half of the monthly electric
bill.

The Company leases real estate in Fort Stockton, Texas under a one-year
agreement due to expire in 2004. The lease calls for monthly payments of $750
per month.

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The Company leases real estate in Alpine under a five-year agreement due to
expire in 2008. The lease calls for monthly payments of $675 per month.

The Company leases equipment on a 48 month lease from Pinnacle Towers (Global
Signal) due to expire in 2007. The lease calls for monthly payments of $324.48
per month.

The Company leases real estate in Marble Falls, Texas under a 5-year agreement
due to expire April 30, 2008. The Company may terminate this lease at any time
after the third full year of the lease with six months notice. The lease calls
for monthly payments of $1,200 per month.

The Company leases antenna space on the Kingsland site in Kingsland, Texas under
a five-year agreement due to expire in 2006. The lease calls for monthly
payments of $275 per month. The lease has two automatic five year term renewals
unless cancelled with 90-day notice.

The Company leases antenna space on the Rebecca Creek site in Spring Branch,
Texas under a five-year agreement due to expire in 2006. The lease calls for
payments of $250 per month. The lease has two automatic five-year renewals
unless cancelled with 90-day notice.

The Company leases antenna space on the Fairland site in Marble Falls, Texas
under a five-year agreement due to expire in 2006. The lease calls for payments
of $200 per month. The lease has two automatic five-year renewals unless
cancelled with 90-day notice.

The Company leases antenna space on the Burnet site in Burnet site in Burnet,
Texas under a five-year agreement due to expire in 2006. The lease calls for
payments of $200 per month. The lease has two automatic five-year renewals
unless cancelled with 90-day notice.

The Company leases antenna space on the N-R Ranch site in Blanco, Texas under a
five year agreement due to expire in 2004. The lease calls for payments of $100
per month. The lease has unlimited automatic five-year renewals unless cancelled
with 60-day notice.

The Company leases antenna space on the Storage Tank site in Llano, Texas under
a five year agreement due to expire in 2007. The lease calls for payments of
$200 per month. The lease has one automatic three-year renewal unless cancelled
with 30-day notice.

The Company leases real estate from Robert McClung in Blanco, Texas on an
on-going basis. The lease calls for monthly payments of $1,200 per month.

The Company leases antenna space from Uptown Blanco LTD in Blanco, Texas under a
three-year agreement due to expire in 2006. The lease calls for payments of $200
per month.

The Company leases antenna space William Proctor in Blanco, Texas under a
three-year agreement due to expire in 2006. The lease calls for payments of $100
per month.

The Company leases antenna space on the Bulverde VFW Tower site in Blanco, Texas
under a three-year agreement due to expire in 2006. The lease calls for payments
of $100 per month.

The Company leases antenna space on the Kings Point Water Tower in Blanco, Texas
under a three-year agreement due to expire in 2006. The lease calls for payments
of $100 per month.

The Company leases antenna space from Blanco Communications in Blanco, Texas
under a three-year agreement due to expire in 2006. The lease calls for payments
of $100 per month.

The Company leases antenna space from City of Ellinwood, Kansas under a
five-year agreement due to expire in October 2008. The lease calls for payments
of $600 per month.

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The Company leases antenna space from City of Hoisington, Kansas under a
five-year agreement due to expire in 2008. The lease calls for payments of $0
per month.

The Company leases antenna space from Great Bend Housing Authority, Kansas under
a three-year agreement due to expire in 2006. The lease calls for payments of
$350 per month.

The Company leases antenna space from Carpenter Properties in Alpine, Texas
under a two-year agreement due to expire in May 2006. The lease calls for
payments of $200 per month.

The Company leases antenna space from Paul Ruby, SR in Beeville, Texas under a
two-year agreement due to expire in December, 2005. The lease calls for payments
of $150 per month.

Future minimum lease payments are as follows:

2004 $106,294
2005 $99,294
2006 $85,694
2007 $54,594
2008 $48,300

NOTE 9 - RELATED PARTY TRANSACTIONS

There are no significant related party transactions during the first quarter of
2004.

NOTE 10 - LITIGATION

On November 10, 2003 Momentum filed a complaint against the Company in district
state court for the State of Texas in relation to the asset purchase agreement
the Company entered into with Momentum on June 1, 2003. The complaint alleges
the Company breached its contract as a result of the failure to deliver shares
of common stock of the Company as required pursuant to the asset purchase
agreement. The court issued an injunction requiring that any revenue generated
from the subject assets be placed in escrow and utilized to pay any outstanding
invoices in connection with the use of the assets. In addition, the court also
ordered mediation, which did not produce a resolution.

On January 6, 2004 Momentum filed for voluntary bankruptcy in Federal bankruptcy
court. This action stopped the proceeding in state court until a hearing on the
Company's holdings can be heard. The Company believes that Momentum's lawsuit is
without merit and intends to vigorously defend the matter.

NOTE 11 - SUBSEQUENT EVENTS

On April 5, 2004 the Company entered into an Asset Purchase Agreement with
RayTech Internet, Inc. to purchase certain assets and Internet subscribers of
the Partnership. The purchase price was $10,000 and 50,672 shares of the
Company's common stock for 163 dial-up customers at $249 each. This purchase
extends the Company's service to Big Springs, Texas on Interstate 20.

Assets Acquired:

Goodwill - Internet
Subscribers 35,336
------
Total $35,336
=======

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On April 11, 2004, the Company failed to pay $1,315,000 of debentures that
matured on that date. The Company is currently negotiating with the holders of
the debentures representing this indebtedness to extend the maturity of the
indebtedness. The Company is in default in relation to these debentures.

On May 9, 2004, the Company failed to pay $373,252 in stock and cash due the
former owners of Office Products Incorporated, Computer Division. The Company is
presently in discussions with the former owners concerning this amount. The
Company is in default in relation to this amount at this time.

NOTE 12 - GOING CONCERN

The Company has not generated significant profits to date. This factor among
others including the agreement default for $373,279, the debenture defaults for
$1,315,000 and the Lines of Credit due June 4, 2004 for $170,000 and due June
19, 2004 for $55,656, may indicate the Company will be unable to continue as a
going concern. The Company's continuation as a going concern depends upon its
ability to obtain additional sources of capital and financing. The accompanying
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

The following discussion of our financial condition and results of our
operations should be read in conjunction with the Financial Statements and Notes
thereto. This document contains certain forward-looking statements including,
among others, anticipated trends in our financial condition and results of
operations and our business strategy. Statements contained herein that are not
historical fact may be forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements are based
largely on our current expectations and are subject to a number of risks and
uncertainties that could cause actual results to differ materially from these
forward-looking statements. Important factors to consider in evaluating such
forward-looking statements include, but are not limited to, (i) the Company's
ability to obtain additional financing; (ii) the Company's ability to deploy its
high-speed network in a timely fashion; (iii) the Company's ability to keep pace
with technological changes in its industry; and (iv) the Company's ability to
attract and retain its customers. In addition, significant fluctuations in
quarterly results may occur as a result of the timing of customer demand for the
Company's high-speed services and the timing of the installation of the
Company's networks. Additional factors that would cause actual results to differ
materially from those projected or suggested in any forward-looking statements
are contained in the Company's filings with the Securities and Exchange
Commission, including those factors discussed under the caption "Risk Factors"
in the Company's most recent Annual Report on Form 10-KSB/A. The Company
undertakes no obligation to publicly release the revisions in such
forward-looking statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrences of unanticipated events or
circumstances, except as otherwise required by securities and other applicable
laws.

Plan of Operation

The Company is a wireless broadband Internet service provider located in Fort
Stockton, Texas. In addition, the Company is also a traditional Internet service
provider. The Company currently provides services to customers in over 100
cities throughout Southwest Texas and Kansas. The Company was designed to
deliver efficient, reliable and cost effective solutions to bringing high-speed
Internet access to rural markets within the United States. The Company believes
it has positioned itself to meet the Internet access needs of organizations and
consumers which require broadband access to the Internet in its operating area,
but do not have access to cable or DSL from the traditional service providers.

The Company offers broadband Internet service through a network of
point-to-point and point-to-multipoint wireless networks. The Company uses
terrestrial circuits to connect the Internet backbone and then distributes the
signal through a series of towers and repeaters to customer premise equipment
(CPE) located at the subscriber's residence or business. Also, by utilizing the
expertise of the Company's Network Engineers, the Company delivers value added
services to its subscribers by offering network integration services. This
service is provided by selling, installing and maintaining the hardware
necessary for virtual private networks (VPN's), Voice over IP (VoIP) and data
integration services.

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The Company will focus its primary marketing efforts on providing wireless
broadband access services to customers located in rural areas of Texas and
Kansas and then throughout the United States. The Company will also focus on
cities of less than 150,000 inhabitants. As the Company positions itself as a
high quality service provider, it targets to offer network reliability
complemented by quality customer support.

As part of its business strategy, the Company plans to continue to make
acquisitions of complementary companies, products and technologies. In order to
implement these strategies and to fund its operations and repay its
indebtedness, the Company will need to raise substantial capital over the next
year. Please see discussion below under "Liquidity and Capital Resources."

The Company will focus its effort on customer satisfaction by attracting and
retaining a core team of professionals. We plan to increase our staffing levels
only as required by our operation. We currently have no plans to significantly
increase the number of our employees.

Discontinued Operations
-----------------------

The Company discontinued all of the operations of the Fremont businesses in late
1998 and 1999, due to lack of capital, bad debt and unprofitability. Any assets
were liquidated or written off. Debts were settled or negotiated. No operating
results of the prior Fremont businesses are included in this discussion or in
the operating statements of the Company due to such discontinuance.

Results of Operations
---------------------

Results of operations for the quarter ended March 31, 2004 compared to the
quarter ended March 31, 2003.
----------------------------------------------------------------------------

For the three months ended March 31, 2004 the Company had $242,050 in equipment
sales revenue and $764,238 in Internet service revenue. For the three months
ended March 31, 2003 the Company had $200,060 in equipment sales revenue, and
$279,096 in Internet service revenue. The increase in revenues is primarily from
the acquisitions expanding our customer base.

The cost of sales for equipment sales revenue is $157,268 which consists of
purchasing equipment and accessories. The cost of sales for Internet sales is
$306,809 consisting of telephone lines, installation costs, and service costs.

The gross profit margin for equipment sales was 35% for the three months ended
March 31, 2004 compared to 9% for the three months ended in March 31, 2003. The
increase in the Company's gross profit margin for equipment sales for the three
months ended March 31, 2004 as compared to the three months ended March 31, 2003
was due to the mix of sales with an increase of services sales resulting in a
higher profit margin than equipment sales. The gross profit margin for Internet
sales was 60% for the three months ended March 31, 2004 compared to 28% for the
three months ended March 31, 2003. This increase in gross profit margin for
Internet service revenue is from the acquisitions and building our existing
customer base while utilizing parts of our existing infrastructure.

The Company incurred total operations expenses of $1,450,246 for the three
months ended March 31, 2004 compared to $339,925 for the three months ended
March 31, 2003, a total increase of 427%. The major components of the expenses
were as follows:

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Expenses Expenses Percentage

2004 2003 Change
---- ---- ------
Advertising and promotion $ 14,657 $ 8,037 182%
Amortization and depreciation 279,246 42,930 650%
Legal and professional 390,298 1,965 19862%
Auto and travel 48,496 20,888 232%
Commissions and contract labor 48,174 15,870 304%
Office expenses and supplies 49,587 18,249 272%
Salary and wages 474,069 156,303 303%
Taxes 50,236 14,789 340%
Utilities 32,057 12,926 248%

The substantial increases in costs of operations of 427% compare to substantial
increases in gross profit of 234% over prior year. The increase in the Company's
expenses for three months ended March 31, 2004 compared to the same period in
2003 was primarily due to (i) increase of the amortization costs with the
acquisition of new companies and increase of depreciation costs from acquiring
more equipment and the purchasing of company vehicles; and (ii) an increase in
legal and professional fees primarily due to the Company's merger with Fremont
and ongoing costs of operating as a public company; (iii) an increase in auto
and travel expenses due to the Company seeking to acquire other companies and
servicing companies that were acquired; and (iv) an increase in salaries and
wages due to the hiring of additional staff to support the Company's acquisition
of additional companies and to promote the growth of those companies. The
Company believes that while the trend of losses may continue, 2004 expenses
reflect investment in future operational capabilities as a company and
management is hopeful that revenues will increase without substantial expense
increase. The Company sustained a net loss of ($885,868) for the three months
ended March 31, 2004 (after other income of $22,167) as compared to a net loss
of ($235,043) for the same period in 2003 (after other income of $10,116). The
net loss per share was ($.01) for three months ended March 31, 2004 and loss was
nominal per share for the same period in 2003.

Liquidity and Capital Resources
-------------------------------

At March 31, 2004, we had working capital of $682,610 and inventories of
$163,605. We have historically sustained our operations and funded our capital
requirements with the funds received from working capital loans received from
various financial institutions, as well as the private placement of equity
securities and debentures convertible into our equity securities, as more fully
described below.

At March 31, 2004, the Company had current assets of $917,328, fixed
assets of $2,560,005 (net of depreciation), and other assets of $4,574,786
(after deducting amortization), consisting primarily of goodwill.

As of March 31, 2004, other than smaller bank notes and equipment
financing we did not have any significant financing arrangements in place. As of
March 31, 2004, we had $683,326 in cash and $282,781 in accounts receivable that
could be used in connection with funding our operations.

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As we generally obtain all of our funding from operations, a decrease in
revenue could negatively impact our short and long term liquidity. We believe
that the impact of inflation on our operations since our inception has not been
material.

In March 2004, we issued convertible debentures to a number of noteholders, in
the aggregate principal amount of $1,315,000, at an interest rate of 10%, and
warrants to purchase an aggregate of 7,655,000 shares of our common stock at an
exercise price of $0.20 per share. Under the terms of the debentures, the
noteholders have the option to convert the principal balance of the debentures,
in whole or in part, into shares of our common stock at a conversion price equal
to $0.20 per share. These debentures matured on April 11, 2004, and we were
unable to pay off the debentures at maturity. We are currently negotiating with
the holders of the debentures representing this indebtedness to extend the
maturity of the indebtedness. There can be no assurance, however, that we will
enter into definitive agreements to extend the indebtedness.

In addition, we will need to raise additional capital in order to repay
the indebtedness. In order to meet this repayment obligation and in order to
further grow our business, we are pursuing a potential private placement of our
securities. We cannot be assured that our proposed private placement of
securities will be completed or that it would generate sufficient proceeds for
us to satisfy our obligations under the debentures. Even if the proposed private
placement were to be completed, we cannot be assured that it will be on terms
favorable to us. If adequate funds are not available, we will be unable to repay
the indebtedness or to grow and expand our business in which case, there would
be substantial doubt about our ability to continue as a going concern.

In addition, we may need to obtain additional capital in the future. If
the need arises, we may attempt to obtain funding through the use of various
types of short-term funding, loans or working capital financing arrangements
from banks or financial institutions. We may also be required to raise
additional capital in public equity markets. Our ability to raise additional
capital in public markets will depend primarily upon prevailing market
conditions and the demand for our products and services. No assurance can be
given that we will be able to raise additional capital, when needed or at all,
or that such capital, if available, will be on terms acceptable to the Company.

Lines of Credit:
----------------

On November 14, 2002, the Company entered into a Line of Credit Agreement with a
local bank for $175,000 due June 4, 2004. The interest rate is 6.75%. The loan
is secured by all accounts and other rights to payments, inventories, equipment,
instruments and chattel paper, general intangibles, documents, and deposit
accounts owned by the Company. Alex Gonzalez, the majority shareholder and an
officer of the Company, also guaranteed the loan. The balance due at March 31,
2004 was $170,000.

On June 1, 2003, in connection with the acquisition of Momentum the Company
assumed a Line of Credit Agreement dated November 11, 2002 with a local bank for
$75,000 payable on demand which was renewed with a new maturity date of June
2004. The note is in default and is part of the Bankruptcy proceedings and
litigation with the former owner of Momentum. See "Legal Proceedings." The
interest rate is 8.5%. The loan is secured by all monies Momentum has on deposit
with the local bank. The note is guaranteed by the former shareholder of
Momentum, who is also an Officer of the Company. At March 31, 2004 the balance
outstanding for Wireless Frontier Internet under this agreement was $55,656.

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Notes Payable:
--------------

In connection with the Momentum acquisition, on April 1, 2003 the Company
entered into a loan agreement with an individual and shareholder of the Company,
Pat McClung, for $59,250 for working capital funds advance to the Momentum since
inception. The loan is due on demand with an 8% interest rate. Accruing interest
is due monthly. The note is unsecured. The balance due at March 31, 2004 was
$54,885.

On September 30, 2003, the Company entered into an Asset Purchase Agreement with
Bartell & Griffith, LTD. L.L.P. d/b/a Xramp ("Xramp Partnership") to purchase
certain assets and Internet subscribers of the Xramp Partnership. As part of
this agreement, the Company agreed to pay $50,000. The agreement carries no
stated rate of interest and is to be paid by April 16, 2004. The balance due was
paid in March 2004.

On December 18, 2003, the Company entered into a loan agreement with a Bank for
$353,279. The interest rate varies at 2 points over the Wall Street Journal
Prime Rate. The rate at March 31, 2004 was 6%. The Note was renewed in March
2004 and matures in June 2004. The note is secured by all vehicles, office
equipment, accounts receivable, telephone equipment and all other assets. At
March 31, 2004 the balance outstanding under this agreement was $328,279.

Long - Term Debt:
-----------------

On May 30, 2002, the Company entered into a loan agreement with a local bank for
$469,073. The loan calls for 24 monthly payments of $7,000, followed by 47
monthly payments of $8,500 and 1 payment of $11,603. All payments include
interest at 6.75%, which varies with the Wall Street Journal Prime Rate. The
interest rate at March 31, 2004 was 6.25%. The loan is secured by all equipment,
accounts receivable, and inventories whether now owned or hereafter acquired,
wherever located, as well as personally by Alex Gonzalez, Joe Chris Alexander
and Ronald Marosko. Certain shareholders and officers of the Company also
guarantee the loan. The balance due at March 31, 2004 was $372,872.

On April 15, 2003, the Company entered into a loan agreement with a local bank
for $88,340. The loan calls for 60 monthly payments of $1,566 plus interest. The
initial interest was 6.75%, which varies with the Wall Street Journal Prime
Rate. The loan is secured by the installation vehicles purchased. The majority
shareholder and an officer of the Company, Alex Gonzalez and Jay Knabb also
guaranteed the loan. The balance at March 31, 2004 outstanding under this
agreement was $76,338.

On April 15, 2003, the Company entered into a loan agreement with a Finance
Company for $28,394. The loan calls for 60 monthly payments of $473 including 0%
interest. The loan is secured by the vehicle purchased. The majority shareholder
and an officer of the Company also guaranteed the loan. The balance at March 31,
2004 outstanding under this agreement was $23,188.

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On April 21, 2003, the Company entered into a loan agreement with a local Credit
Union for $35,402. The loan calls for 70 monthly payments of $504 plus interest
at 6.75%. The loan is secured by the installation vehicle purchased. The
majority shareholder and an officer of the Company, Alex Gonzalez and Jay Knabb
also guaranteed the loan. The balance at March 31, 2004 outstanding under this
agreement was $30,566.

On April 21, 2003, the Company entered into a loan agreement with a finance
company for $38,702. The loan calls for 60 monthly payments of $645 plus
interest at 6.25%. The loan is secured by the installation vehicle purchased.
The majority shareholder and an officer of the Company, Alex Gonzalez and Jay
Knabb also guaranteed the loan. The balance at March 31, 2004 outstanding under
this agreement was $33,571..

On April 21, 2003, the Company entered into a loan agreement with a finance
company for $35,402. The loan calls for 60 monthly payments of $571 plus
interest at 6.25%. The loan is secured by the installation vehicle purchased.
The majority shareholder and an officer of the Company, Alex Gonzalez and Jay
Knabb also guaranteed the loan. The balance at March 31, 2004 outstanding under
this agreement was $30,050.

On May 1, 2003, the Company assumed a loan of former employee in exchange for
the vehicle secured by the loan. The loan amount assumed was financed by a
Finance Company and was for $32,005, the balance due at May 1, 2003. The loan
calls for 40 additional monthly payments of $762 plus interest at 0%. The loan
is secured by the installation vehicle purchased. An employee of the Company,
Alex Gonzalez, is still liable for the loan. The balance at March 31, 2004
outstanding under this agreement was $23,619.

On April 15, 2003, the Company entered into a loan agreement with a Finance
Company for $40,546. The loan calls for 60 monthly payments of $676 plus
interest at 0%. The loan is secured by the installation vehicle purchased. The
majority shareholder and an officer of the Company, Alex Gonzalez, also
guaranteed the loan. The balance at March 31, 2004 outstanding under this
agreement was $33,113.

In May 2003, the Company entered into a loan agreement with an individual for
$90,000 to purchase the Company's headquarters building in Fort Stockton, Texas.
Rent paid since May 1, 2001 has been applied to the note and recorded as other
income in the first quarter of 2003. The loan calls for 180 monthly payments of
$900 including interest at 8.759%. The note is secured by the building. The
balance at March 31, 2004 outstanding under this agreement was $78,297.

On June 1, 2003 in connection with the acquisition of Momentum the Company
assumed the following loans:

On October 18, 2000, Momentum entered into a loan agreement with a finance
company for $25,860 to purchase a vehicle. The loan calls for 48 monthly
payments of $658 including interest at 10.2%. The installation vehicle secures
the note. A shareholder and officer of Momentum also guaranteed the note. The
balance at March 31, 2004 outstanding under this agreement was $4,543.

On April 16, 2001 Momentum entered into a loan agreement with a finance company
for $17,125 to purchase equipment. The loan calls for 36 monthly payments of
$586 including interest at 15.9%. The equipment secures the note. A shareholder
and officer of Momentum also guaranteed the note. The balance at March 31, 2004
outstanding under this agreement was $0.

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On July 10, 2001 Momentum entered into a loan agreement with a local bank for
$54,785 to purchase equipment. The loan is due on demand and if no demand is
made, then 35 monthly payments of $1,771 including interest at 10.0%. The
equipment secures the note along with funds that Momentum has on deposit with
the local bank. A shareholder and officer of Momentum also guaranteed the note.
The balance at March 31, 2004 outstanding under this agreement was $9,865.

On December 30, 2002 entered into a loan agreement with a finance company for
$13,600 to purchase equipment. The loan calls for 36 monthly payments of $465
including interest at 15.9%. The equipment secures the note. The balance at
March 31, 2004 outstanding under this agreement was $8,566.

Total Long-Term debt at December 31 is as follows:

2003
----
Long-term debt $764,502
Less Current portion (147,730)
--------
Long-term debt $616,772
========

Maturities on long-term debt and future minimum lease payments are as follows:

Year ending December 31, Maturities on Future Minimum
long-term debt Lease Payments
2004 $147,730 $79,494
2005 137,108 $65,094
2006 135,379 $56,994
2007 135,678 $56,994
2008 108,586 $56,994
Thereafter 100,021 N/A

Item 3. 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 of the quarter ended March 31, 2004 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 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.

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PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

On June 1, 2003, PAG, pursuant to that certain Asset Purchase Agreement,
purchased the assets of Momentum in exchange for the issuance of shares of PAG.
On November 10, 2003, Momentum filed a complaint against PAG in district state
court for the State of Texas seeking rescission of the purchase agreement and
restoration of the parties to their earlier positions prior to June 1, 2003, as
if no agreement existed. Momentum's complaint alleges that PAG breached its
contract as a result of the failure to deliver shares of common stock of PAG as
required pursuant to the Asset Purchase Agreement. The court issued an
injunction requiring that any revenue generated from the subject assets be
placed in escrow and utilized to pay any outstanding invoices in connection with
the use of the assets. In addition, the court also ordered mediation, which did
not produce a resolution. On January 7, 2004, Momentum filed a Petition in
Bankruptcy. The Bankruptcy Petition stayed all matters pending in state district
court and all proceedings were transferred to the Bankruptcy court in Austin
Texas. All legal issues are currently pending before the Bankruptcy Court. The
management of the Company believes that Momentum's lawsuit is without merit and
intends to vigorously defend this matter.

Item 3. Defaults Upon Senior Securities

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Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

The following documents are filed as part of this report:

--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
32.1 Certification of Chief Executive Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
--------------------------------------------------------------------------------
32.2 Certification of Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
--------------------------------------------------------------------------------

(b) Reports on Form 8-K

(1) We filed a Current Report on Form 8-K, dated January 14, 2004, in
which we reported under Item 2 and Item 5 the merger of Fremont Corporation,
Networker Systems, Inc. and Wireless Frontier Internet, Inc. and under Item 4 a
change in the Company's certifying accountant.

(2) We filed an amended Current Report on Form 8-K/A, dated March 22,
2004, in which we reported under Item 4 a change in the Company's certifying
accountant.

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SIGNATURES

In accordance with requirements of the Exchange Act, the registrant 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: May 24, 2004

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 10QSB Filing	Date	First	Last	Other Filings

	7/7/98	9
	2/8/00	9
	10/18/00	16	25
	1/1/01	9
	4/16/01	16	25
	5/1/01	15	25
	7/10/01	16	26
	11/30/01	9
	5/30/02	15	24
	5/31/02	9
	11/11/02	14	23
	11/14/02	14	23
	12/30/02	16	26
	1/8/03	15	24
	1/20/03	9
	3/21/03	5
	3/31/03	3	21
	4/1/03	14	24	3
	4/15/03	15	25
	4/21/03	15	25
	5/1/03	15	25
	5/28/03	9
	6/1/03	9	27
	6/30/03	9	12	10QSB
	7/1/03	9	12
	9/30/03	10	24	NTN 10Q, 10QSB
	10/1/03	16
	11/10/03	18	27
	11/22/03	14
	12/18/03	9	24
	12/31/03	7	16	NT 10-K, 10KSB, 10KSB/A
	1/1/04	10
	1/6/04	18
	1/7/04	27
	1/14/04	28		8-K, NTN 10Q
	2/9/04	10	14
	3/2/04	13
	3/17/04	10
	3/21/04	5
	3/22/04	28		8-K/A
For The Period Ended	3/31/04	1	27	NT 10-Q, 10QSB/A
	4/1/04	10
	4/5/04	18
	4/11/04	14	27
	4/16/04	24
	5/9/04	19
	5/21/04	13	14
Filed On / Filed As Of	5/24/04	29
	6/4/04	14	23
	6/17/04	14
	6/19/04	14	19
	4/30/08	17

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Wireless Frontier Internet Inc · 10QSB · For 3/31/04

Filed On 5/24/04 5:29pm ET · SEC File 0-08281 · Accession Number 922423-4-773

﻿Quarterly Report -- Small Business · Form 10-QSBFiling Table of Contents

﻿10QSB · Form 10-Qsb Quarterly ReportDocument Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Quarterly Report -- Small Business · Form 10-QSB
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10QSB · Form 10-Qsb Quarterly Report
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