KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
FLORENCE R. LIU
ASSOCIATE PARIS
TEL (212) 715-7568 47, AVENUE HOCHE 75008
FAX (212) 715-8206 TEL (33-1) 44 09 46 00
fliu@kramerlevin.com FAX (33-1) 44 09 46 01
October 20, 2004
United States Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549-0406
Attn: Melissa Walsh
Re: Wireless Frontier Internet, Inc.
Form 8-K filed October 6, 2004
File No. 000-08281
Dear Ms. Walsh:
On behalf of our client, Wireless Frontier Internet, Inc. (the "Company"),
we provide the Company's responses to the comments of the Staff (the "Staff") of
the Division of Corporation Finance of the Securities and Exchange Commission
(the "Commission") in its letter to the Company, dated October 12, 2004, with
respect to the Current Report on Form 8-K of the Company (the "Form 8-K"), which
was filed with the Commission on October 6, 2004.
For the Staff's convenience, the Staff's comments have been stated below
in their entirety, in bold, with the responses to a particular comment set out
immediately under the comment.
1. Staff Comment: The disclosure in the first paragraph indicates that
your former accountant resigned on September 30, 2004. Accordingly,
revise the disclosure regarding disagreements and reportable events
to specifically refer to the two most recent fiscal years and
subsequent interim period through September 30, 2004. Refer to Item
304(a)(1)(iv) of Regulation S-B.
Company Response: The Form 8-K has been revised in response to the
Staff's comments. Please see the revisions on page 1 of Amendment
No. 1 to the Form 8-K.
2. Staff Comment: Revise your disclosure with respect to the engagement
of a new accountant to indicate whether the new accountant was
consulted during the two most recent fiscal years or subsequent
interim period through the
KRAMER LEVIN NAFTALIS & FRANKEL LLP
Ms. Melissa Walsh
United States Securities and Exchange Commission
October 20, 2004
Page 2
date of engagement. Provide disclosures to comply with Item
304(a)(2) of Regulation S-B.
Company Response: The Form 8-K has been revised in response to the
Staff's comments. Please see the revisions on page 1 of Amendment
No. 1 to the Form 8-K.
3. Staff Comment: Within ten business days after the filing of the Form
8-K report, or by October 20, 2004, please file a letter from your
former accountant, indicating whether or not they agree with your
disclosures in this Form 8-K and any revised statements made in your
Form 8-K to the extent that you make changes to comply with our
comments. Refer to Item 304(a)(3) of Regulation S-B.
Company Response: The letter from Pollard-Kelley Auditing Services,
Inc., in response to the Staff's comments, has been filed as an
exhibit to Amendment No. 1 to the Form 8-K.
4. Staff Comment:
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General
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We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors
require. Since the company and its management are in possession of
all facts relating to a company's disclosure, they are responsible
for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comment, please provide,
in writing, a statement from the company acknowledging that:
o the company is responsible for the adequacy and accuracy
of the disclosure in the filings;
o staff comments or changes to disclosure in response to
staff comments in the filings reviewed by the staff do
not foreclose the Commission from taking any action with
respect to the filing; and
o the company may not assert staff comments as a defense
in any proceeding initiated by the Commission or any
person under the federal securities laws of the United
States.
In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of the Division of
KRAMER LEVIN NAFTALIS & FRANKEL LLP
Ms. Melissa Walsh
United States Securities and Exchange Commission
October 20, 2004
Page 3
Corporation Finance in our review of your filing or in response to
our comment on your filing.
Company Response: The Company supplementally advises the Staff that
the Company is responsible for the adequacy and accuracy of the
disclosure in the filings that the Company makes with the Staff. In
addition, the Company supplementally acknowledges to the Staff that
any Staff comments or changes to disclosure in response to Staff
comments in the Company's filings reviewed by the Staff do not
foreclose the Commission from taking any action with respect to the
filing. Furthermore, the Company supplementally acknowledges to the
Staff that the Company may not assert Staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
If you have any questions with regard to these responses, need further
supplemental information or would like to discuss any of the matters covered in
this letter, please contact the undersigned at (212) 715-7568 or Ernest S.
Wechsler of this office at (212) 715-9211.
Very truly yours,
/s/ Florence R. Liu
cc: Mr. Alex J. Gonzalez (Wireless Frontier)
Mr. Kelly E. Simmons (Wireless Frontier)
Ernest S. Wechsler, Esq. (Kramer Levin)