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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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
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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)
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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):
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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. as the independent accounting firm to
audit the financial statements of the Company for the year ended December 31,
2004, and Pollard-Kelley Auditing Services, Inc. (the "Former Accountants")
resigned from that position. This decision was approved by the Board of
Directors on 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 of the past two years contained an
adverse opinion or disclaimer of opinion, or was modified as to uncertainty,
audit scope, or accounting principles.
There were no reportable events in accordance with Item
304(a)(1)(iv)(A)-(E) of Regulation S-B.
The Company has requested the Former Accountants to provide a letter as
promptly as possible addressed to the Securities and Exchange Commission in
accordance with Item 304(a)(3) of Regulation S-B, stating whether they agree
with the statements made by the Company in this Report, and, if not, stating the
respects in which they do not agree. The Company will file the letter from the
Former Accountants as an exhibit to this Report 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, 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.+
* To be filed by amendment in accordance with Item 304(a)(3) of Regulation S-B.
+ Filed herewith.
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.
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(Registrant)
By: /s/ Alex J. Gonzalez
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Name: Alex J. Gonzalez
Title: Chief Executive Officer
Date: October 6, 2004