UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
Quarterly report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarters Ended:
March 31, 1999;
June 30, 1999; and
September 30, 1999
Commission File No. 000-08281
Wireless Frontier Internet, Inc.
(f/k/a Fremont Corporation)
(Exact name of small business issuer as specified in its charter)
Delaware 75-2771930
(State of Incorporation) (IRS Employer Identification No.)
104 West Callaghan, Fort Stockton, Texas 79735
(Address of principal executive office)(Zip code)
(432) 336-0336
(Issuer's telephone number)
Indicate by check mark whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the issuer was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [ ] No [X]
As of March 31, 2004, there were issued and outstanding 66,402,618 shares of
Common Stock, $.001 par value per share.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
EXPLANATORY NOTE
As described in the Company's Form 8-K filed with the Securities and
Exchange Commission on January 14, 2004, Wireless Frontier Internet, Inc. (f/k/a
Fremont Corporation) (the "Company"), through its wholly owned subsidiary
Winfill Holdings International Limited ("Winfill"), a British Virgin Island
corporation, incurred a net loss in 1998 as a result of various factors,
including declining sales, a shortage of working capital, and a bad debt
provision necessitated in substantial part by the bankruptcy of a major
customer. These aforementioned factors and the cessation of operations of
Winfill, prevented the Company's auditors, Arthur Anderson & Co. ("Arthur
Anderson"), from finalizing the Company's audit for the year ended December 31,
1998 and, as a result, the Company failed to file its Form 10-KSB Annual Report
for the year ended December 31, 1998 and all other required reports under the
Securities Exchange Act of 1934 (the "Exchange Act") since.
In addition, on September 16, 2003, the Company entered into an Agreement
and Plan of Merger (the "Merger Agreement") among the Company, Networker
Systems, Inc. ("Networker") and Wireless Frontier Internet, Inc.
("Wireless-TX"), a Texas corporation. Pursuant to the Merger Agreement,
Networker, a wholly owned subsidiary of the Company, was merged into Wireless-TX
with Wireless-TX being the surviving corporation. The shareholders of
Wireless-TX exchanged all of the outstanding shares of Wireless-TX for
16,000,000 shares of common stock of the Company. As a result of this
transaction, Wireless-TX became a wholly-owned subsidiary of the Company. In
addition, the Company also entered into an Asset Purchase Agreement (the "Asset
Agreement") dated September 16, 2003 with Million Treasure Enterprises Limited
("Million"), a British Virgin Islands corporation. Pursuant to the Asset
Agreement, Million acquired all of the Company's equity interest in Winfill in
exchange for Million's return to the Company of the 661,654 shares of common
stock of the Company held by Million, the cancellation of Million's warrant to
purchase 2,000,000 shares of common stock of the Company and the release of all
sums owed by the Company to Million.
This report, which covers the fiscal quarters ended March 31, June 30 and
September 30, 1999, is being filed in order to satisfy the Company's filing
requirements with respect to such periods. Accordingly, unless otherwise stated,
all of the information set forth in the report relates the Company's business
and operations prior to the consummation of the transactions in September 2003.
Furthermore, such information relates to business operations that have been
discontinued since the consummation of the transactions in September 2003 and in
no way reflect the Company's current business and operations. For a complete
description of the Company's current business and operations see the Company's
Form 10-KSB for the year ended December 31, 2003, as amended, as filed with the
Securities and Exchange Commission on May 13, 2004.
The financial statements included with this report were prepared as if the
discontinued operations of Fremont Corporation had terminated before the fiscal
year ended December 31, 1998. Accordingly, the financial statements included
with this report are those of Fremont Corporation, the parent company only.
Wireless Frontier Internet, Inc.
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS.............................................1
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.......25
Item 3. CONTROLS AND PROCEDURES.........................................26
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS...............................................27
Item 2. CHANGES IN SECURITIES...........................................27
Item 3. DEFAULTS UPON SENIOR SECURITIES.................................27
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS ..........27
Item 5. OTHER INFORMATION...............................................27
Item 6. EXHIBITS AND REPORTS ON FORM 8-K................................27
SIGNATURES ................................................................28
Pollard-Kelley Auditing Services, Inc...........................................
Auditing Services 3250 West Market St, Suite 307,
Fairlawn, OH 44333 330-864-2265
Report of Independent Certified Public Accountants
Fremont Corporation
Ft Stockton, Texas
We have reviewed the accompanying balance sheets of Fremont Corporation as of
March 31, 1999 and the related statements of income, stockholders' equity, and
cash flows for the quarter then ended, in accordance with standards established
by the American Institute of Certified Public Accountants. All information
included in these financial statements is the representation of the management
of Fremont Corporation.
A review consists principally of inquires of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the object of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we am not aware of any material modifications that should
be made to the March 31, 1999 financial statements in order for them to be in
conformity with generally accepted accounting principles accepted in the United
States of America.
/s/Terance L Kelley
- -------------------
Terance L Kelley
Certified Public Accountant
February 25, 2004
Fairlawn, Ohio
1
Fremont Corporation
Balance Sheets
March 31, 1999
ASSETS
Current Assets
Cash $ 6,740
Accounts receivable affiliates 8,000
-------------
Total Current Assets 14,740
Fixed Assets
Furniture 4,381
Less: Accumulated depreciation (2,488)
-------------
1,893
-------------
Total Assets $ 16,633
=============
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable -
Accrued fees 181,995
-------------
Total Current Liabilities 181,995
Equity
Common stock, par value $.001,
authorized 100,000,000 shares,
outstanding 5,861,900 5,862
Additional contributed capital 1,504,410
Retained deficit (1,670,874)
Treasury stock (4,760)
-------------
(165,362)
-------------
Total Liabilities and Equity $ 16,633
=============
See accompanying notes and accountant's report.
2
Fremont Corporation
Income Statements
For the Quarter Ended March 31, 1999
Current Year to
Quarter Date
------------ ------------
Revenues
Revenues $ - $ -
Expenses
Depreciation 210 210
Administrative 20,968 20,968
------------ ------------
21,178 21,178
------------ ------------
Loss From Operations (21,178) (21,178)
Taxes - -
Net Loss $ (21,178) $ (21,178)
============ ============
Loss per share $ - $ -
============ ============
Average shares outstanding 5,861,900 5,861,900
See accompanying notes and accountant's report.
3
Fremont Corporation
Statement of Stockholders' Equity
For the Quarter Ended March 31, 1999
Additional
Common Common Contributed Retained Treasury
Shares Stock Capital Deficit Stock Total
----------- --------- ------------- ------------- ---------- -----------
Balance January 1, 1999 5,861,900 $ 5,862 $ 1,504,410 $ (1,649,696) $ (4,760) $ (144,184)
Net Loss for the quarter - - - (21,178) - (21,178)
----------- --------- ------------- ------------- ---------- -----------
Balance March 31, 1999 5,861,900 $ 5,862 $ 1,504,410 $ (1,670,874) $ (4,760) $ (165,362)
=========== ========= ============= ============= ========== ===========
See accompanying notes and accountant's report.
4
Fremont Corporation
Statement of Cash Flows
For the Quarter Ended March 31, 1999
Current Year to
Quarter Date
-------------- --------------
Cash flows from operating activities
Net Loss $ (21,178) $ (21,178)
Adjustments to reconciliation net loss to net
cash provided by operating activities
Depreciation 210 210
(Decrease) in Accounts payable (7,215) (7,215)
Increase in Accrued fees 14,245 14,245
-------------- --------------
Cash flow used in operating activities (13,938) (13,938)
Cash Flows from Investing Activities
Collection of Accounts receivable affiliates 20,000 20,000
-------------- --------------
Cash Flows Provided from Investing Activities 20,000 20,000
Cash Flows Provided from Financing Activities - -
Net Increase in Cash and Cash Equivalents 6,062 6,062
Cash and Cash Equivalents - Beginning 678 678
-------------- --------------
Cash and Cash Equivalents - Ending $ 6,740 $ 6,740
============== ==============
See accompanying notes and accountant's report.
5
Fremont Corporation and Subsidiaries
March 31, 1999
Notes to Consolidated Financial Statements
NOTE 1 HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
History
Fremont Corporation, a Delaware corporation (the Company) was incorporated in
the State of Utah on April 22, 1995, as Fremont Uranium Corporation. On July 1,
1993, the Company reincorporated in the State of Delaware and changed its name
to Fremont Corporation.
From 1989 through April 28, 1995, the Company was engaged in acquiring interests
in oil and natural gas properties and in seeking potential acquisition or merger
opportunities. In March 1995 the Company entered into a Share Exchange Agreement
with Million Treasure Enterprises Limited (Million) and Winfill Holdings
International Limited (Winfill), both of which are British Virgin Islands
corporations. On April 28, 1995 pursuant to the Share Exchange Agreement the
Board of Directors effected the following; a 1 for 100 reverse stock split on
April 28, 1995, acquired from Million, 41,000 shares of Winfill Holdings
International Limited for 4,760,000 shares of the Company's common stock, and
transferred to the Company's former president and controlling stockholder all of
its operating assets (except the Winfill stock) in exchange for the assumption
of all the liabilities of the Company.
Winfill Holdings International Limited owned a 98% interest in SCBW, a
Sino-foreign joint venture engaged in the design, manufacture and marketing of
bicycles, bicycle parts, components, steel tubes and exercise equipment. Except
for a 69% interest in SCB, SCBW owns 100% interests in its principal operating
subsidiaries, all of which are organized in the People's Republic of China.
On September 16, 2003, the Company entered into an Agreement and Plan of Merger
with Wireless Frontier Internet, Inc. (Wireless). Pursuant to the merger
agreement Networker Systems, Inc., a wholly owned subsidiary of the Company, was
merged into the Wireless Frontier Internet, Inc., with Wireless being the
surviving corporation. The shareholders of Wireless exchanged all the
outstanding shares of Wireless for 16,026,579 shares of the common stock of the
Company in a one for one exchange. As a result of this transaction the Wireless
became a wholly owned subsidiary of the Company. In addition, the Company also
entered into an Asset Purchase Agreement with Million Treasure Enterprises
Limited. Pursuant to this agreement, Million acquired all of the Company's
equity interest in Winfill for Millions return to the Company of the 661,654
shares of common stock held by Million, the cancellation of Million's warrants,
and the forgiveness of all sums owed by Fremont to Million.
6
Fremont Corporation and Subsidiaries
March 31, 1999
Notes to Consolidated Financial Statements
NOTE 1 HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
The Company realized a $261,649 loss from this transaction. The accompanying
financial statements were prepared as if the discontinued operations had been
terminated at the end of the period preceding the period reported. The
transactions in the accompanying statements are those of Fremont Corporation,
the parent company only. As a result of this accounting treatment the Fremont
has been a shell corporation since 1998.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
short-term debt securities purchased with a maturity of three months or less to
be cash equivalents.
Income Taxes
For federal income tax purposes the Company has an approximate $1,000,000 net
operating loss carry forward which starts to expire in 2008.
Property and Equipment
Property and equipment are carried at cost. Maintenance, repairs and renewals
are expensed as incurred. Depreciation of property and equipment is provided for
over their estimated useful lives of five years using the straight-line method.
Use of Estimates
The preparation of the consolidated 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 - ACCRUED FEES
The balance represents the accrual of accounting and legal fees. The majority of
these fees were converted to common stock of the Company after the merger with
Wireless Frontier Internet, Inc. on September 16, 2003.
7
Fremont Corporation and Subsidiaries
March 31, 1999
Notes to Consolidated Financial Statements
NOTE 3- TREASURY STOCK
The treasury stock balance represents 661,654 share of the Company's common
stock received in the September 16, 2003 transaction whereby Million acquired
the Company's interests in Winfill as detailed in Footnote 1.
NOTE 4 - SUBSQUENT EVENT
On September 16, 2003, the Company entered into an Agreement and Plan of Merger
with Wireless Frontier Internet, Inc. (Wireless). Pursuant to the merger
agreement Networker Systems, Inc., a wholly owned subsidiary of the Company, was
merged into the Wireless Frontier Internet, Inc. with Wireless being the
surviving corporation. The shareholders of Wireless exchanged all the
outstanding shares of Wireless for 16,026,579 shares of the common stock of the
Company in a one for one exchange. As a result of this transaction the Wireless
became a wholly owned subsidiary of the Company. In addition, the Company also
entered into an Asset Purchase Agreement with Million Treasure Enterprises
Limited. Pursuant to this agreement, Million acquired all of the Company's
equity interest in Winfill for Millions return to the Company of the 661,654
shares of common stock held by Million, the cancellation of Million's warrants,
and the forgiveness of all sums owed by Fremont to Million.
The Company realized a $261,649 loss from this transaction. The accompanying
financial statements were prepared as if the discontinued operations had been
terminated at the beginning of the period reported. The transactions in the
accompanying statements are those of Fremont Corporation, the parent company
only.
8
Pollard-Kelley Auditing Services, Inc...........................................
Auditing Services 3250 West Market St, Suite 307,
Fairlawn, OH 44333 330-864-2265
Report of Independent Certified Public Accountants
Fremont Corporation
Ft Stockton, Texas
We have reviewed the accompanying balance sheets of Fremont Corporation as of
June 30, 1999 and the related statements of income, stockholders' equity, and
cash flows for the quarter then ended, in accordance with standards established
by the American Institute of Certified Public Accountants. All information
included in these financial statements is the representation of the management
of Fremont Corporation.
A review consists principally of inquires of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the object of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we am not aware of any material modifications that should
be made to the June 30, 1999 financial statements in order for them to be in
conformity with generally accepted accounting principles accepted in the United
States of America.
/s/Terance L Kelley
- -------------------
Terance L Kelley
Certified Public Accountant
February 25, 2004
Fairlawn, Ohio
9
Fremont Corporation
Balance Sheets
June 30, 1999
ASSETS
Current Assets
Cash $ 4,492
Accounts receivable affiliates 8,000
-------------
Total Current Assets 12,492
Fixed Assets
Furniture 4,381
Less: Accumulated depreciation (2,698)
-------------
1,683
Total Assets $ 14,175
=============
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable -
Accrued fees 201,790
-------------
Total Current Liabilities 201,790
Equity
Common stock, par value $.001,
authorized 100,000,000 shares,
outstanding 5,861,900 5,862
Additional contributed capital 1,504,410
Retained deficit (1,693,127)
Treasury stock (4,760)
-------------
(187,615)
-------------
Total Liabilities and Equity $ 14,175
=============
See accompanying notes and accountant's report.
10
Fremont Corporation
Income Statements
For the Quarter and Six Months Ended June 30, 1999
Current Year to
Quarter Date
------------ ------------
Revenues
Revenues $ - $ -
Expenses
Depreciation 210 420
Administrative 22,043 43,011
------------ ------------
22,253 43,431
------------ ------------
Loss From Operations (22,253) (43,431)
Taxes - -
------------ ------------
Net Loss $ (22,253) $ (43,431)
============ ============
Loss per share $ - $ 0.01
============ ============
Average shares outstanding 5,861,900 5,861,900
See accompanying notes and accountant's report.
11
Fremont Corporation
Statement of Stockholders' Equity
For the Quarter and Six Months Ended June 30, 1999
Additional
Common Common Contributed Retained Treasury
Shares Stock Capital Deficit Stock Total
----------- --------- ------------- ------------- ---------- -----------
Balance January 1, 1999 5,861,900 $ 5,862 $ 1,504,410 $ (1,649,696) $ (4,760) $ (144,184)
Net Loss for the quarter - - - (21,178) - (21,178)
----------- --------- ------------- ------------- ---------- -----------
Balance March 31, 1999 5,861,900 5,862 1,504,410 (1,670,874) (4,760) (165,362)
Net Loss for the quarter - - - (22,253) - (22,253)
----------- --------- ------------- ------------- ---------- -----------
Balance June 30, 1999 5,861,900 $ 5,862 $ 1,504,410 $ (1,693,127) $ (4,760) $ (187,615)
=========== ========= ============= ============= ========== ===========
See accompanying notes and accountant's report.
12
Fremont Corporation
Statement of Cash Flows
For the Quarter and Six Months Ended June 30, 1999
Current Year to
Quarter Date
-------------- --------------
Cash flows from operating activities
Net Loss $ (22,253) $ (43,431)
Adjustments to reconciliation net loss to net
cash provided by operating activities
Depreciation 210 420
(Decrease) in Accounts payable - (7,215)
Increase in Accrued fees 19,795 34,040
-------------- --------------
Cash flow used in operating activities (2,248) (16,186)
Cash Flows from Investing Activities
Collection of Accounts receivable affiliates - 20,000
-------------- --------------
Cash Flows Provided from Investing Activities - 20,000
Cash Flows Provided from Financing Activities - -
-------------- --------------
Net Increase in Cash and Cash Equivalents (2,248) 3,814
Cash and Cash Equivalents - Beginning 6,740 678
-------------- --------------
Cash and Cash Equivalents - Ending $ 4,492 $ 4,492
============== ==============
See accompanying notes and accountant's report.
13
Fremont Corporation and Subsidiaries
June 30, 1999
Notes to Consolidated Financial Statements
NOTE 1 HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
History
Fremont Corporation, a Delaware corporation (the Company) was incorporated in
the State of Utah on April 22, 1995, as Fremont Uranium Corporation. On July 1,
1993, the Company reincorporated in the State of Delaware and changed its name
to Fremont Corporation.
From 1989 through April 28, 1995, the Company was engaged in acquiring interests
in oil and natural gas properties and in seeking potential acquisition or merger
opportunities. In March 1995 the Company entered into a Share Exchange Agreement
with Million Treasure Enterprises Limited (Million) and Winfill Holdings
International Limited (Winfill), both of which are British Virgin Islands
corporations. On April 28, 1995 pursuant to the Share Exchange Agreement the
Board of Directors effected the following; a 1 for 100 reverse stock split on
April 28, 1995, acquired from Million, 41,000 shares of Winfill Holdings
International Limited for 4,760,000 shares of the Company's common stock, and
transferred to the Company's former president and controlling stockholder all of
its operating assets (except the Winfill stock) in exchange for the assumption
of all the liabilities of the Company.
Winfill Holdings International Limited owned a 98% interest in SCBW, a
Sino-foreign joint venture engaged in the design, manufacture and marketing of
bicycles, bicycle parts, components, steel tubes and exercise equipment. Except
for a 69% interest in SCB, SCBW owns 100% interests in its principal operating
subsidiaries, all of which are organized in the People's Republic of China.
On September 16, 2003, the Company entered into an Agreement and Plan of Merger
with Wireless Frontier Internet, Inc. (Wireless). Pursuant to the merger
agreement Networker Systems, Inc., a wholly owned subsidiary of the Company, was
merged into the Wireless Frontier Internet, Inc., with Wireless being the
surviving corporation. The shareholders of Wireless exchanged all the
outstanding shares of Wireless for 16,026,579 shares of the common stock of the
Company in a one for one exchange. As a result of this transaction the Wireless
became a wholly owned subsidiary of the Company. In addition, the Company also
entered into an Asset Purchase Agreement with Million Treasure Enterprises
Limited. Pursuant to this agreement, Million acquired all of the Company's
equity interest in Winfill for Millions return to the Company of the 661,654
shares of common stock held by Million, the cancellation of Million's warrants,
and the forgiveness of all sums owed by Fremont to Million.
14
Fremont Corporation and Subsidiaries
June 30, 1999
Notes to Consolidated Financial Statements
NOTE 1 HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
The Company realized a $261,649 loss from this transaction. The accompanying
financial statements were prepared as if the discontinued operations had been
terminated at the end of the period preceding the period reported. The
transactions in the accompanying statements are those of Fremont Corporation,
the parent company only. As a result of this accounting treatment the Fremont
has been a shell corporation since 1998.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
short-term debt securities purchased with a maturity of three months or less to
be cash equivalents.
Income Taxes
For federal income tax purposes the Company has an approximate $1,000,000 net
operating loss carry forward which starts to expire in 2008.
Property and Equipment
Property and equipment are carried at cost. Maintenance, repairs and renewals
are expensed as incurred. Depreciation of property and equipment is provided for
over their estimated useful lives of five years using the straight-line method.
Use of Estimates
The preparation of the consolidated 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 - ACCRUED FEES
The balance represents the accrual of accounting and legal fees. The majority of
these fees were converted to common stock of the Company after the merger with
Wireless Frontier Internet, Inc. on September 16, 2003.
15
Fremont Corporation and Subsidiaries
June 30, 1999
Notes to Consolidated Financial Statements
NOTE 3- TREASURY STOCK
The treasury stock balance represents 661,654 share of the Company's common
stock received in the September 16, 2003 transaction whereby Million acquired
the Company's interests in Winfill as detailed in Footnote 1.
NOTE 4 - SUBSQUENT EVENT
On September 16, 2003, the Company entered into an Agreement and Plan of Merger
with Wireless Frontier Internet, Inc. (Wireless). Pursuant to the merger
agreement Networker Systems, Inc., a wholly owned subsidiary of the Company, was
merged into the Wireless Frontier Internet, Inc. with Wireless being the
surviving corporation. The shareholders of Wireless exchanged all the
outstanding shares of Wireless for 16,026,579 shares of the common stock of the
Company in a one for one exchange. As a result of this transaction the Wireless
became a wholly owned subsidiary of the Company. In addition, the Company also
entered into an Asset Purchase Agreement with Million Treasure Enterprises
Limited. Pursuant to this agreement, Million acquired all of the Company's
equity interest in Winfill for Millions return to the Company of the 661,654
shares of common stock held by Million, the cancellation of Million's warrants,
and the forgiveness of all sums owed by Fremont to Million.
The Company realized a $261,649 loss from this transaction. The accompanying
financial statements were prepared as if the discontinued operations had been
terminated at the beginning of the period reported. The transactions in the
accompanying statements are those of Fremont Corporation, the parent company
only.
16
Pollard-Kelley Auditing Services, Inc...........................................
Auditing Services 3250 West Market St, Suite 307,
Fairlawn, OH 44333 330-864-2265
Report of Independent Certified Public Accountants
Fremont Corporation
Ft Stockton, Texas
We have reviewed the accompanying balance sheets of Fremont Corporation as of
September 30, 1999 and the related statements of income, stockholders' equity,
and cash flows for the quarter then ended, in accordance with standards
established by the American Institute of Certified Public Accountants. All
information included in these financial statements is the representation of the
management of Fremont Corporation.
A review consists principally of inquires of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the object of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we am not aware of any material modifications that should
be made to the September 30, 1999 financial statements in order for them to be
in conformity with generally accepted accounting principles accepted in the
United States of America.
/s/Terance L Kelley
- -------------------
Terance L Kelley
Certified Public Accountant
February 25, 2004
Fairlawn, Ohio
17
Fremont Corporation
Balance Sheets
September 30, 1999
ASSETS
Current Assets
Cash $ 1,730
Accounts receivable affiliates 8,000
-------------
Total Current Assets 9,730
Fixed Assets
Furniture 4,381
Less: Accumulated depreciation (2,908)
-------------
1,473
-------------
Total Assets $ 11,203
=============
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable -
Accrued fees 221,585
-------------
Total Current Liabilities 221,585
Equity
Common stock, par value $.001,
authorized 100,000,000 shares,
outstanding 5,861,900 5,862
Additional contributed capital 1,504,410
Retained deficit (1,715,894)
Treasury stock (4,760)
-------------
(210,382)
-------------
Total Liabilities and Equity $ 11,203
=============
See accompanying notes and accountant's report.
18
Fremont Corporation
Income Statements
For the Quarter and Nine Months Ended September 30, 1999
Current Year to
Quarter Date
------------ ------------
Revenues
Revenues $ - $ -
Expenses
Depreciation 210 630
Administrative 22,557 65,568
------------ ------------
22,767 66,198
------------ ------------
Loss From Operations (22,767) (66,198)
Taxes - -
------------ ------------
Net Loss $ (22,767) $ (66,198)
============ ============
Loss per share $ - $ 0.01
============ ============
Average shares outstanding 5,861,900 5,861,900
See accompanying notes and accountant's report.
19
Fremont Corporation
Statement of Stockholders' Equity
For the Quarter and Nine Months Ended September 30, 1999
Additional
Common Common Contributed Retained Treasury
Shares Stock Capital Deficit Stock Total
----------- --------- ------------- ------------- ---------- -----------
Balance January 1, 1999 5,861,900 $ 5,862 $ 1,504,410 $ (1,649,696) $ (4,760) $ (144,184)
Net Loss for the quarter - - - (21,178) - (21,178)
----------- --------- ------------- ------------- ---------- -----------
Balance March 31, 1999 5,861,900 5,862 1,504,410 (1,670,874) (4,760) (165,362)
Net Loss for the quarter - - - (22,253) - (22,253)
----------- --------- ------------- ------------- ---------- -----------
Balance June 30, 1999 5,861,900 5,862 1,504,410 (1,693,127) (4,760) (187,615)
Net Loss for the quarter - - - (22,767) - (22,767)
----------- --------- ------------- ------------- ---------- -----------
Balance September 30, 1999 5,861,900 $ 5,862 $ 1,504,410 $ (1,715,894) $ (4,760) $ (210,382)
=========== ========= ============= ============= ========== ===========
See accompanying notes and accountant's report.
20
Fremont Corporation
Statement of Cash Flows
For the Quarter and Nine Months Ended September 30, 1999
Current Year to
Quarter Date
-------------- --------------
Cash flows from operating activities
Net Loss $ (22,767) $ (66,198)
Adjustments to reconciliation net loss to net
cash provided by operating activities
Depreciation 210 630
(Decrease) in Accounts payable - (7,215)
Increase in Accrued fees 19,795 53,835
-------------- --------------
Cash flow used in operating activities (2,762) (18,948)
Cash Flows from Investing Activities
Collection of Accounts receivable affiliates - 20,000
-------------- --------------
Cash Flows Provided from Investing Activities - 20,000
Cash Flows Provided from Financing Activities - -
Net Increase in Cash and Cash Equivalents (2,762) 1,052
Cash and Cash Equivalents - Beginning 4,492 678
-------------- --------------
Cash and Cash Equivalents - Ending $ 1,730 $ 1,730
============== ==============
See accompanying notes and accountant's report.
21
Fremont Corporation and Subsidiaries
September 30, 1999
Notes to Consolidated Financial Statements
NOTE 1 HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
History
Fremont Corporation, a Delaware corporation (the Company) was incorporated in
the State of Utah on April 22, 1995, as Fremont Uranium Corporation. On July 1,
1993, the Company reincorporated in the State of Delaware and changed its name
to Fremont Corporation.
From 1989 through April 28, 1995, the Company was engaged in acquiring interests
in oil and natural gas properties and in seeking potential acquisition or merger
opportunities. In March 1995 the Company entered into a Share Exchange Agreement
with Million Treasure Enterprises Limited (Million) and Winfill Holdings
International Limited (Winfill), both of which are British Virgin Islands
corporations. On April 28, 1995 pursuant to the Share Exchange Agreement the
Board of Directors effected the following; a 1 for 100 reverse stock split on
April 28, 1995, acquired from Million, 41,000 shares of Winfill Holdings
International Limited for 4,760,000 shares of the Company's common stock, and
transferred to the Company's former president and controlling stockholder all of
its operating assets (except the Winfill stock) in exchange for the assumption
of all the liabilities of the Company.
Winfill Holdings International Limited owned a 98% interest in SCBW, a
Sino-foreign joint venture engaged in the design, manufacture and marketing of
bicycles, bicycle parts, components, steel tubes and exercise equipment. Except
for a 69% interest in SCB, SCBW owns 100% interests in its principal operating
subsidiaries, all of which are organized in the People's Republic of China.
On September 16, 2003, the Company entered into an Agreement and Plan of Merger
with Wireless Frontier Internet, Inc. (Wireless). Pursuant to the merger
agreement Networker Systems, Inc., a wholly owned subsidiary of the Company, was
merged into the Wireless Frontier Internet, Inc., with Wireless being the
surviving corporation. The shareholders of Wireless exchanged all the
outstanding shares of Wireless for 16,026,579 shares of the common stock of the
Company in a one for one exchange. As a result of this transaction the Wireless
became a wholly owned subsidiary of the Company. In addition, the Company also
entered into an Asset Purchase Agreement with Million Treasure Enterprises
Limited. Pursuant to this agreement, Million acquired all of the Company's
equity interest in Winfill for Millions return to the Company of the 661,654
shares of common stock held by Million, the cancellation of Million's warrants,
and the forgiveness of all sums owed by Fremont to Million.
22
Fremont Corporation and Subsidiaries
September 30, 1999
Notes to Consolidated Financial Statements
NOTE 1 HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
The Company realized a $261,649 loss from this transaction. The accompanying
financial statements were prepared as if the discontinued operations had been
terminated at the end of the period preceding the period reported. The
transactions in the accompanying statements are those of Fremont Corporation,
the parent company only. As a result of this accounting treatment the Fremont
has been a shell corporation since 1998.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
short-term debt securities purchased with a maturity of three months or less to
be cash equivalents.
Income Taxes
For federal income tax purposes the Company has an approximate $1,000,000 net
operating loss carry forward which starts to expire in 2008.
Property and Equipment
Property and equipment are carried at cost. Maintenance, repairs and renewals
are expensed as incurred. Depreciation of property and equipment is provided for
over their estimated useful lives of five years using the straight-line method.
Use of Estimates
The preparation of the consolidated 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 - ACCRUED FEES
The balance represents the accrual of accounting and legal fees. The majority of
these fees were converted to common stock of the Company after the merger with
Wireless Frontier Internet, Inc. on September 16, 2003.
23
Fremont Corporation and Subsidiaries
September 30, 1999
Notes to Consolidated Financial Statements
NOTE 3- TREASURY STOCK
The treasury stock balance represents 661,654 share of the Company's common
stock received in the September 16, 2003 transaction whereby Million acquired
the Company's interests in Winfill as detailed in Footnote 1.
NOTE 4 - SUBSQUENT EVENT
On September 16, 2003, the Company entered into an Agreement and Plan of Merger
with Wireless Frontier Internet, Inc. (Wireless). Pursuant to the merger
agreement Networker Systems, Inc., a wholly owned subsidiary of the Company, was
merged into the Wireless Frontier Internet, Inc. with Wireless being the
surviving corporation. The shareholders of Wireless exchanged all the
outstanding shares of Wireless for 16,026,579 shares of the common stock of the
Company in a one for one exchange. As a result of this transaction the Wireless
became a wholly owned subsidiary of the Company. In addition, the Company also
entered into an Asset Purchase Agreement with Million Treasure Enterprises
Limited. Pursuant to this agreement, Million acquired all of the Company's
equity interest in Winfill for Millions return to the Company of the 661,654
shares of common stock held by Million, the cancellation of Million's warrants,
and the forgiveness of all sums owed by Fremont to Million.
The Company realized a $261,649 loss from this transaction. The accompanying
financial statements were prepared as if the discontinued operations had been
terminated at the beginning of the period reported. The transactions in the
accompanying statements are those of Fremont Corporation, the parent company
only.
24
ITEM 2. Management's Discussion and Analysis or Plan of Operation
Introduction
NOTE: This report is drafted in the present tense and reads as if the disclosure
hereafter contained was drafted as of the periods covered.
The statements contained in this Report that are not historical are
forward-looking statements, including statements regarding the Company's
expectations, intentions, beliefs or strategies regarding the future.
Forward-looking statements include the Company's statements regarding liquidity,
anticipated cash needs and availability and anticipated expense levels. All
forward-looking statements included in this Report are based on information
available to the Company on the date hereof, and the Company assumes no
obligation to update any such forward-looking statements. It is important to
note that the Company's actual results could differ materially from those in
such forward-looking statements. Additionally, the following discussion and
analysis should be read in conjunction with the Financial Statements and notes
thereto appearing elsewhere in this Report.
Fremont Corporation (the "Company"), a Delaware corporation, was incorporated in
the State of Utah on April 22, 1995, as Fremont Uranium Corporation. On July 1,
1993, the Company reincorporated in the State of Delaware and changed its name
to Fremont Corporation.
From 1989 through April 28, 1995, the Company was engaged in acquiring interests
in oil and natural gas properties and in seeking potential acquisition or merger
opportunities. In March 1995 the Company entered into a Share Exchange Agreement
with Million Treasure Enterprises Limited ("Million") and Winfill Holdings
International Limited ("Winfill"), both of which are British Virgin Islands
corporations. On April 28, 1995, pursuant to the Share Exchange Agreement, the
Board of Directors effected the following: a 1 for 100 reverse stock split on
April 28, 1995; acquired from Million 41,000 shares of Winfill Holdings
International Limited for 4,760,000 shares of the Company's common stock; and
transferred to the Company's former president and controlling stockholder all of
its operating assets (except the Winfill stock) in exchange for the assumption
of all the liabilities of the Company.
Winfill Holdings International Limited owned a 98% interest in South China
Bicycles Winfill Limited ("SCBW"), a Sino-foreign joint venture engaged in the
design, manufacture and marketing of bicycles, bicycle parts, components, steel
tubes and exercise equipment. Except for a 69% interest in South China Bicycles
Co. Ltd., SCBW owns 100% interests in its principal operating subsidiaries, all
of which are organized in the People's Republic of China.
Discontinued Operations
Due to lack of capital, bad debt and unprofitability, all of the Company's, and
its wholly-owned subsidiary's business, was discontinued in 1998. Any assets
were liquidated or written off. Debts were settled or negotiated. No operating
results of the Fremont businesses are included in this discussion or in the
operating statements of the Company due to such discontinuance.
Liquidity and Capital Resources
We currently have no business activities. We will attempt to locate and
negotiate with a business entity for the merger of that target business into us.
In certain instances, a target business may wish to become a subsidiary of ours
or may wish to contribute assets to us rather than merge. No assurances can be
given that we will be successful in locating or negotiating with any target
business.
We have incurred substantial losses during the period of discontinued
operations. We will continue to sustain losses until we establish profitable
operations through a merger, or otherwise. The achievement and/or success of
these planned measures, however, cannot be determined at this time.
Results of Discontinued Operations
Results of discontinued operations for three months ended March 31, 1999
compared to results of operations for three months ended March 31, 1998.
Revenues, Expenses and Net Loss
Revenues generated during the three months ended March 31, 1999 amounted to $0,
compared to $3,864,000 for the three months ended March 31, 1998. Total expenses
for the three months ended March 31, 1999 aggregated $21,178, which amounted to
a net loss from operations of $21,178. This compares to net income of $133,000
for the three months ended March 31, 1998. The net loss per share was $0 for the
three months ended March 31, 1999, as compared to net income of $.03 per share
for the three months ended March 31, 1998.
25
Results of discontinued operations for three months ended June 30, 1999 compared
to results of operations for three months ended June 30, 1998.
Revenues, Expenses and Net Loss
Revenues generated during the three months ended June 30, 1999 amounted to $0,
compared to $4,315,000 for the three months ended June 30, 1998. Total expenses
for the three months ended June 30, 1999 aggregated $22,253, which amounted to a
net loss from operations of $22,253. This compares to a net loss of $117,000 for
the three months ended June 30, 1998. The net loss per share was $0 for the
three months ended June 30, 1999, as compared to a net loss of $.02 per share
for the three months ended June 30, 1998.
Results of discontinued operations for six months ended June 30, 1999 compared
to results of operations for six months ended June 30, 1998.
Revenues, Expenses and Net Loss
Revenues generated during the six months ended June 30, 1999 amounted to $0,
compared to $8,178,000 for the six months ended June 30, 1998. Total expenses
for the six months ended June 30, 1999 aggregated $43,431, which amounted to a
net loss from operations of $43,431. This compares to net income of $53,000 for
the six months ended June 30, 1998. The net loss per share was $.01 for the six
months ended June 30, 1999, as compared to net income of $.01 per share for the
six months ended June 30, 1998.
Results of discontinued operations for three months ended September 30, 1999
compared to results of operations for three months ended September 30, 1998.
Revenues, Expenses and Net Loss
Revenues generated during the three months ended September 30, 1999 amounted to
$0, compared to $3,462,000 for the three months ended September 30, 1998. Total
expenses for the three months ended September 30, 1999 aggregated $22,767, which
amounted to a net loss from operations of $22,767. This compares to a net loss
of $3,603,000 for the three months ended September 30, 1998. The net loss per
share was $0 for the three months ended September 30, 1999, as compared to a net
loss of $.61 per share for the three months ended September 30, 1998.
Results of discontinued operations for nine months ended September 30, 1999
compared to results of operations for nine months ended September 30, 1998.
Revenues, Expenses and Net Loss
Revenues generated during the nine months ended September 30, 1999 amounted to
$0, compared to $11,640,000 for the nine months ended September 30, 1998. Total
expenses for the nine months ended September 30, 1999 aggregated $66,198, which
amounted to a net loss from operations of $66,198. This compares to a net loss
of $3,550,000 for the nine months ended September 30, 1998. The net loss per
share was $.01 for the nine months ended September 30, 1999, as compared to a
net loss of $.61 per share for the nine months ended September 30, 1998.
Off-Balance Sheet Arrangements
During the periods covered by this report, the Company had no off-balance sheet
arrangements.
Item 3. Controls and Procedures
As of December 31, 2003, the Company's principal executive officer and principal
financial officer have evaluated the effectiveness of the Company's disclosure
controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the
Exchange Act). Based upon this evaluation, the Company's principal executive
officer and principal financial officer concluded that the Company's disclosure
controls and procedures are effective to ensure that information required to be
disclosed by the Company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Commission's rules and forms.
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.
26
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities And Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Certification by Alex Gonzalez, Chief Executive Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification by Sandy Landstrom, Chief Financial Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification by Alex Gonzalez, Chief Executive Officer, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification by Sandy Landstrom, Chief Financial Officer, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
None.
27
SIGNATURES
In accordance with the 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.
(F/K/A FREMONT CORPORATION)
Dated: May 27, 2004 By: /s/ Alex Gonzalez
-----------------------------------
Alex Gonzalez
Chairman and Chief Executive Officer
Dated: May 27, 2004 By: /s/ Sandy Landstrom
-----------------------------------
Sandy Landstrom
Chief Financial Officer
28