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 June 30, 2004

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

Delaware 0-08281 76-0402866
- ---------------------------------------- ------------------------------------- -------------------------------------
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)

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

Registrant's telephone number, including area code: (432) 336-0336
-------------

Securities registered under Section 12 (b) of the Exchange Act: NONE

Securities registered under Section 12 (g) of the Exchange Act:
Common Stock Par Value $ 0.001 per share

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 61,807,520 common shares as of June
30, 2004.

Transitional Small Business Disclosure Format (check one):

Yes [ ] No [X]

TABLE OF CONTENTS

Page
----
PART I Financial Information

Item 1. Condensed Consolidated Balance Sheets (unaudited) - As of June 30, 2004 and June 30, 2003.............................1
Condensed Consolidated Statements of Operations (unaudited) - For the Three Months ended June 30, 2004 and 2003.......2
Condensed Consolidated Statements of Cash Flows (unaudited) - For the Three Months ended June 30, 2004 and 2003.......3
Notes to Condensed Consolidated Financial Statements (unaudited)......................................................4

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations................................18

Item 3. Controls and Procedures..............................................................................................20

PART II Other Information

Item 1. Legal Proceedings....................................................................................................21

Item 3. Defaults Upon Senior Securities......................................................................................21

Item 4. Exhibits and Reports on Form 8-K.....................................................................................21

Signatures

PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
WIRELESS FRONTIER INTERNET, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEET
June 30, 2004 and December 31, 2003

ASSETS June 30, December 31,
2004 2003
----------- -----------
CURRENT ASSETS

Cash $ 86,602 $ 226,324
Accounts receivable 140,941 252,615
Inventories 192,256 171,477
Prepaid expenses and other current assets 281,041 2,525
----------- -----------
Total Current Assets 700,839 652,941

PROPERTY AND EQUIPMENT, net 2,090,740 2,378,606

OTHER INTANGIBLE ASSETS, net 4,489,313 3,509,244
----------- -----------

TOTAL ASSETS $ 7,280,892 $ 6,540,791
=========== ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
2004 2003
----------- -----------
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 1,041,604 $ 672,394
Current portion of debt 2,286,710 831,551
----------- -----------
Total Current Liabilities 3,328,314 1,503,945

LONG-TERM DEBT 708,465 616,772
----------- -----------
Total liabilities 4,036,779 2,120,717

SHAREHOLDERS' EQUITY
Common stock, $0.001 par value, 100,000,000 shares 61,808 62,226
authorized, 61,807,520 and 62,225,632 shares outstanding at
June 30, 2004 and December 31, 2003 respectively
Additional paid-in capital 6,585,047 5,837,355
Treasury stock (2,026) (4,760)
Retained deficit (3,400,716) (1,474,747)
----------- -----------
Total shareholders' equity 3,244,113 4,420,074
----------- -----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 7,280,892 $ 6,540,791
=========== ===========

See accompanying notes to condensed consolidated financial statements

WIRELESS FRONTIER INTERNET, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended Six Months Ended
June 30, June 30,
---------------------------------- ----------------------------------
2004 2003 2004 2003
------------ ------------ ------------ ------------
REVENUES:

Equipment sales $ 473,586 $ 72,794 $ 715,636 $ 95,216
Cost of equipment sales 362,473 72,093 519,741 70,122
------------ ------------ ------------ ------------
Gross profit equipment sales 111,113 701 195,895 25,093

Internet service 786,479 1,304,325 1,572,884 1,771,125
Cost of service 333,779 271,004 640,178 656,979
------------ ------------ ------------ ------------
Gross profit internet service 452,700 1,033,320 932,706 1,114,146

TOTAL GROSS PROFIT 563,813 1,034,022 1,128,601 1,139,239

OTHER OPERATING EXPENSES:
General and administrative 1,179,923 829,825 2,327,581 1,122,882
Amortization and depreciation 248,580 80,759 527,826 123,689
------------ ------------ ------------ ------------

INCOME (LOSS) FROM OPERATIONS (864,689) 123,438 (1,726,806) (107,331)
INTEREST EXPENSE 175,411 28,123 199,163 32,397
0
------------ ------------ ------------ ------------
NET LOSS $ (1,040,101) $ 95,314 $ (1,925,969) $ (139,728)
============ ============ ============ ============

NET LOSS PER COMMON SHARE: $ (0.02) $ 0.00 $ (0.03) $ (0.00)

COMMON SHARES OUTSTANDING: 61,807,520 30,470,910 61,807,520 30,470,910

See accompanying notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2004 and 2003

2004 2003
----------- -----------
OPERATING ACTIVITIES:

Net income $(1,925,969) $ (139,728)
Adjustments to reconcile net income to net cash (used in) provided
by operating activities:
Depreciation and amortization 513,443 110,223
Stock issued for services 2,734 0
Changes in operating assets and liabilities:
Accounts receivable 111,674 (737,215)
Inventories (20,779) (111,151)
Prepaid expenses and other current assets (278,516) (122,428)
Accounts payable and accrued liabilities 369,209 260,828

----------- -----------
Net cash (used in) provided by operating activities (1,228,203) (739,470)

INVESTING ACTIVITIES:
Purchases of property and equipment (519,581) (1,408,208)

FINANCING ACTIVITIES:
Proceeds from issuance of common equity 61,210 1,682,841
Net borrowings on lines of credit and notes payable 1,546,852 448,371
----------- -----------
Net cash (used in) provided by financing activities 1,608,062 2,131,212

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (139,722) (16,466)
CASH AND CASH EQUIVALENTS, beginning of period 226,324 188,990
----------- -----------
CASH AND CASH EQUIVALENTS, end of period $ 86,602 $ 172,524
=========== ===========

SUPPLEMENTAL INFORMATION:
Cash paid for interest $ 56,494 $ 32,397

See accompanying notes to condensed financial statements.

WIRELESS FRONTIER INTERNET, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Period Ended June 30, 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 4,272,765 4,273 3,835,805 3,840,078

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

Acquisitions 1,997,584 1,998 1,142,993 1,144,991

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
=========== =========== =========== =========== =========== ===========

Adjustments to prior Acquisitions (1,024,560) (1,024) (95,373)

Acquisitions 50,672 51 43,020 43,071

Stock for services 170,000 170 (170)

Sale back of Strategic Abstract Title Co Assets (3,791,210) (3,792) (552,405) -- -- (556,197.49)

Net loss for the Quarter -- -- -- (1,040,101) -- (1,040,101)
----------- ----------- ----------- ----------- ----------- -----------
BALANCE June 30,2004 61,807,520 $ 61,808 $ 6,585,047 $(3,400,716) $ (2,026) $ 3,340,510
=========== =========== =========== =========== =========== ===========

See accompanying notes to condensed financial statements.

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 Alex Gonzalez, CEO.

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 the 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 the 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 in the report have been adjusted for the
March 31, 2003, 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, respectively, 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. During the second quarter of 2004, the Company determined that the
business of Strategic did not match the direction of the Company. The owner of
Strategic is a shareholder of the Company. On June 9, 2004, the Company bought
back 3,791,210 shares of the Company's common stock in exchange for the assets
originally acquired plus 250,000 stock purchase warrants. The warrants have an
exercise price of $0.25 per share. A gain of $12,481 was recorded to Additional
Paid-in Capital, and not to income, since the original purchase and subsequent
sale of these assets were effected using shares of the Company's common stock.

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 operations have been transferred to Wireless
Frontier Internet, Inc. (Texas), a wholly-owned subsidiary of the Company.

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. This combination was treated as a reverse merger whereby the acquired
company is treated as the acquiring company for accounting purposes. 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.

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 3,905,514 shares of common stock. 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.

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. This purchase extends the Company's service to Big
Springs, Texas on Interstate 20.

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 six months ended June 30, 2004 for:

Interest $56,494
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 June 30, 2004 of approximately $2,500,000.

DEPRECIATION AND AMORTIZATION

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

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

The Company provides for amortization of purchased Customer Lists, which
represents the value of Internet subscribers purchased, utilizing the
straight-line method, to apportion costs over a 3 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:

June 30, 2004 2003
----------- -----------
Buildings $ 90,000 $ 375,000
Equipment 1,709,669 1,201,423
Vehicles 521,131 466,334
----------- -----------
2,320,800 2,042,757
Accumulated Depreciation (765,522) (311,791)
----------- -----------
$ 1,555,278 $ 1,730,966
=========== ===========

Depreciation expense for the six months ended June 30, 2004 and 2003 was
$349,582 and $91,645 respectively.

NOTE 3 - GOODWILL AND COVENANTS NOT TO COMPETE

On January 1, 2002, the Company adopted SFAS No. 142, "Goodwill and Other
Intangible Assets." SFAS No. 142 requires the Company to evaluate its existing
intangible assets and goodwill that were acquired in prior purchase business
combinations, and to make any necessary reclassifications in order to conform to
the new criteria in SFAS No. 141 for recognition apart from goodwill.
Accordingly, the Company is required to reassess the useful lives and residual
values of all identifiable intangible assets acquired in purchase business
combinations, and make any necessary amortization period adjustments. In
addition, to the extent an intangible asset is then determined to have an
indefinite useful life, the Company is required to test the intangible asset for
impairment in accordance with the provisions of SFAS No. 142. The Company's
valuation methodology for assessing impairment requires management to make
judgments and assumptions based on historical experience and projections of
future operating performance. If these assumptions differ materially from future
results, the Company may record impairment charges in the future. Additionally,
the Company's policy is to perform its annual impairment testing for all
reporting units in the fourth quarter of each fiscal year. At June 30, 2004 the
Company's carrying value of goodwill totaled $3,904,092.

On January 1, 2002, the Company adopted SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." Under SFAS No. 144, the Company
tests certain long-lived assets or group of assets for recoverability whenever
events or changes in circumstances indicate that the Company may not be able to
recover the asset's carrying amount. SFAS No. 144 defines impairment as the
condition that exists when the carrying amount of a long-lived asset or group
exceeds its fair value. The Company's valuation methodology for assessing
impairment requires management to make judgments and assumptions based on
historical experience and projections of future operating performance. If these
assumptions differ materially from future results, the Company may record
impairment charges in the future.

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

June 30, 2004 2003
----------- -----------
Goodwill $ 3,904,092 $ 2,877,246
Customer Lists 929,059 633,206
Covenants not to compete 10,000 10,000
----------- -----------
4,843,151 3,520,452
Less: Accumulated amortization (353,838) (69,349)
----------- -----------
$ 4,489,313 $ 3,451,103
=========== ===========

Amortization expense for the six months ended June 30, 2004 and 2003 was
$178,244 and $32,044 respectively.

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

2004 $306,841
2005 $306,841
2006 $306,841
2007 $8,539
2008 $0

NOTE 4 - ACQUISITIONS

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
Customer List 500,000
Goodwill 1,992,202
----------
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:
Customer List $10,000
Goodwill $32,072

Assets Acquired were:
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 operations have been transferred to Wire Frontier
Internet, Inc. (Texas), a wholly-owned subsidiary of the Company.

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
Customer List 35,000
Goodwill 133,050
--------
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.
In addition, 377,892 shares plus $275,000 was to be provided to pay for debt of
$373,252 within 90 days of the signing of the agreement. These amounts have not
been remitted by the Company as of August 16, 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
Customer List 125,782
Goodwill 796,400
----------
Total $1,224,873
==========

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

On March 17, 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.

Assets Acquired:
Equipment and furniture $ 26,358
Customer List 82,000
Goodwill 185,012
--------
Total $293,370
========

Assets Acquired:
Customer List $53,071
NOTE 5 - DEBT

On November 14, 2002, the Company entered into a Line of Credit Agreement with a
local bank for $170,000 due June 4, 2004. This loan was subsequently renewed and
is now due on December 20, 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 guaranteed the loan. The balance due at June 30, 2004 was $170,000.
The Company is on good terms with this lender and we have no reason to believe
that this lender will not renew this loan in the future.

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 June 30, 2004 the balance outstanding for Wireless Frontier Internet
under this agreement was $55,656.

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 June 30, 2004 was $54,885.

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 June 30, 2004 was 6%. The Note was renewed and now
matures on September 17, 2004. The note is secured by all vehicles, office
equipment, accounts receivable, telephone equipment and all other assets. At
June 30, 2004 the balance outstanding under this agreement was $328,279. The
Company is on good terms with this lender and we have no reason to believe that
this lender will not renew this loan in the future.

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 August 16, 2004. The
Company is presently in discussions with the former owners concerning this
amount. At June 30, 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%, plus late penalties, and warrants to purchase an aggregate of
6,575,000 shares of the Company's common stock at an exercise price of $0.20 per
share. Under the terms of the debentures, the noteholders had the option to
convert the principal balance of the debentures, in whole or in part, into
shares of the Company's 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 agreed with the noteholders to
extend the maturity date to August 11, 2004 and to reduce the conversion price
of the debentures to $0.10 per share. The Company paid off the debt of
$1,315,000 and interest of $142,668 with the proceeds of a Private Placement
Offering on August 6, 2004. At June 30, 2004 the principal balance outstanding
under these agreements was $1,315,000, with accrued interest and penalties
$142,668. Pursuant to a letter agreement between the Company and the
noteholders, the warrants are now exercisable for $0.05 per share.

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 guaranteed the loan. The balance due at June 30,
2004 was $362,890.

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 guaranteed the loan. The balance at June 30, 2004
outstanding under this agreement was $7,110.

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 guaranteed the loan. The balance
at June 30, 2004 outstanding under this agreement was $73,589.

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 June 30,
2004 outstanding under this agreement was $22,739.

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 guaranteed the loan. The
balance outstanding at June 30, 2004 under this agreement was $29,498.

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 guaranteed the loan.
The balance at June 30, 2004 outstanding under this agreement was $31,588.

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 guaranteed the loan.
The balance at June 30, 2004 outstanding under this agreement was $28,261.

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 June 30, 2004 outstanding under this
agreement was $30,522.

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 guaranteed the loan. The balance
at June 30, 2004 outstanding under this agreement was $32,471.

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 June 30, 2004 outstanding under this
agreement was $76,296.

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

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 guaranteed the note. The
balance at June 30, 2004 outstanding under this agreement was $2,569.

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 guaranteed the note. The balance at
June 30, 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 guaranteed the note. The
balance at June 30, 2004 outstanding under this agreement was $4,552.

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 June 30, 2004 outstanding under this agreement was $7,171.

Total Debt at June 30 is as follows:
2004
Debt $2,995,175
Less Current portion (2,286,710)
-----------
Long-term debt $ 708,465
==========

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

2003 $147,730
2004 2,286,710
2005 135,379
2006 135,678
2007 108,586
Thereafter 100,021

NOTE 6 - EMPLOYEE STOCK OPTION PLAN AND OTHER EMPLOYEE RELATED ACTIONS

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.

On July 7, 2004, certain officers of Wireless Frontier Internet, Inc. (the
"Company") contributed to the capital of the Company the number of issued and
outstanding shares of the common stock, par value $0.001 per share (the "Common
Stock"), of the Company set forth opposite his name below.

Shareholder Number of Shares
----------- ----------------
Alex J. Gonzalez 13,762,122
Joe Chris Alexander 883,334
Ronald J. Marosko, Jr. 883,334
Jaime R. Velasco 1,100,000

On June 7, 2004, the Company entered into employment agreements with the
following officers of the Company: Alex J. Gonzalez, Joe Chris Alexander, Ronald
J. Marosko, Jr. and Kelly E. Simmons.

The Company approved the grant to certain of its officers of employee stock
options to purchase the number of shares of Common Stock set forth opposite his
name below. Each option will be vested immediately and be exercisable as
follows: (i) 25% of such option shall become exercisable on December 31, 2004 at
a price of $0.25 per share; (ii) an additional 25% of such option shall become
exercisable on December 31, 2005 at a price of $0.31 per share; (iii) an
additional 25% of such option shall become exercisable on December 31, 2006 at a
price of $0.40 per share; and (iv) an additional 25% of such option shall become
exercisable on December 31, 2007 at price of $0.50 per share. The exercise of
these options will be conditioned upon the satisfaction of certain conditions
set forth in each shareholder's respective option agreements.

Shareholder Number of Options to be Granted
----------- -------------------------------
Alex J. Gonzalez 13,762,122
Joe Chris Alexander 883,334
Ronald J. Marosko, Jr. 883,334
Jaime R. Velasco 1,100,000

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 is 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.

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.

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 second 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

The Company is in the process of raising capital through a Private Placement
Offering of investment units, with each unit consisting of one share of the
Company's common stock and a warrant to purchase one-half of one share of the
Company's common stock. The Company has raised $2,648,962 through August 16,
2004. The proceeds of these funds were used primarily to repay the debentures
mentioned above, and associated placement and legal fees. The maximum amount of
the Private Placement Offering is $5 million. There are no assurances that the
Company will be able to raise the maximum amount in the Private Placement
Offering.

NOTE 12 - GOING CONCERN

The Company has not generated significant profits to date and has had difficulty
repaying some of its debt. 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.

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.

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 June 30, 2004 compared to the
quarter ended June 30, 2003.

For the three months ended June 30, 2004, the Company generated $473,586 in
equipment sales and $786,479 in Internet service revenue. For the three months
ended June 30, 2003, the Company generated $72,794 in equipment sales revenue,
and $1,304,325 in Internet service revenue. For the six month periods of 2004
and 2003, equipment sales were $715,636 and $95,216, respectively. Internet
service revenue was $1,572,884 and $1,771,125 for the six months in 2004 and
2003, respectively. The increase in equipments sales is primarily from the
acquisitions expanding our customer base. The decrease in internet service
revenue reflects some large community network service grants that were
recognized in the second quarter of 2003. This source of revenue was limited and
was approximately $799,000 in that quarter compared to no revenue from community
service network grants in the second quarter of 2004. For the six month periods
of 2004 and 2003, the revenue from community service network grants was $122,000
and $799,000, respectively. Without this revenue source in the 2003 periods, the
comparison with 2004 reflects an increase in subscriber revenue and other
internet income due primarily from the acquisitions expanding our customer base.

The cost of sales for the three months in 2004 for equipment sales revenue was
$362,473 which consists of purchasing equipment and accessories. The cost of
sales for the three months in 2004 for Internet sales was $333,779 which
consists of telephone lines, installation costs, rental costs, and service
costs.

The gross profit margin for equipment sales was 23% for the three months ended
June 30, 2004 compared to 1% for the three months ended in June 30, 2003. The
increase in the Company's gross profit margin for equipment sales for the three
months ended June 30, 2004 as compared to the three months ended June 30, 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 58% for the three months ended June 30, 2004 compared to 79% for the
three months ended June 30, 2003. The higher margin in the quarterly and six
month gross profit in 2003 is the result of some large community network service
grants in the second quarter of 2003. There was very little additional cost
incurred by the Company to perform the services under these grants and the
corresponding gross margins reflect that. These grants are considered to be
isolated opportunities for the Company and the Company has not received any
additional grants in 2004.

The Company incurred total operations expenses of $1,428,602 for the three
months ended June 30, 2004 compared to $910,584 for the three months ended June
30, 2003, a total increase of 57%. The major components of the expenses were as
follows:

General and Administrative Expenses: Three Months Ended Three Months Ended Percentage
June 30, 2004 June 30 ,2003 Change
------------- ------------- ------

Advertising and promotion $ 24,205 $ 32,364 (25)%
Legal and professional 274,012 57,425 377%
Auto and travel 84,987 73,088 16%
Commissions and contract labor 38,185 67,761 (44)%
Office expenses and supplies 48,411 24,071 101%
Salary and wages 653,098 455,885 43%
Utilities 34,781 25,545 36%

Amortization and depreciation: 248,579 80,759 208%

The increase in the Company's expenses for three months ended June 30, 2004
compared to the same period in 2003 was primarily due to (i) an increase in
legal and professional fees primarily due to the Company's merger with Fremont,
the ongoing costs of operating as a public company, and the litigation with the
former owner of Momentum; (ii) an increase in office expenses related to the
growth in the number of personnel over the past 12 months; (iii) an increase in
salaries and wages due to the hiring of additional staff from the Company's
acquisition of additional companies, and due to the increase in staff required
to manage the public company; and (iv) the increase of the depreciation and
amortization costs with the acquisition of new 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 believes that
revenues will increase without substantial expense increase. The Company has
already taken steps to reduce the number of employees and to decrease operating
expenses. The lawsuit involving Momentum has prevented the Company from making
such changes to this operation even though the results from that operation are
reported on the Company's books. The Company sustained a net loss of $1,040,200
for the three months ended June 30, 2004 as compared to net income of $95,314
for the same period in 2003. The net loss per share was ($0.02) for three months
ended June 30, 2004 and earnings per share were $0.00 for the same period in
2003.

Liquidity and Capital Resources

At June 30, 2004, we had working capital deficit of $2,627,474, due
primarily to the current status of the $1,315,000 in debentures and another
$1,345,000 in short-term loans. The debentures were repaid as of August 6, 2004
from funds raised in a Private Placement Offering that is still in progress as
of August 16, 2004. Some of the remaining short-term debt may be retired
depending on the success of the Private Placement Offering. 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, as more fully described below. The Company is also applying for low
interest loans and grants from various Federal agencies who are promoting the
proliferation of broadband services throughout rural America. We believe that
the Company qualifies for these loans and grants, but there is no guarantee that
we will receive any funds from this effort.

In order to reduce the number of shares outstanding, certain officers
and founders of the Company contributed an aggregate of 16,628,790 shares to the
Company that were subsequently cancelled on July 7, 2004. These officers were
also awarded stock options to purchase up to 16,628,790 shares of the Company's
common stock with escalating strike prices beginning at $0.25 per share.

As of June 30, 2004, we had $86,602 in cash and $140,941 in accounts
receivable that could be used in connection with funding our operations.
However, the Private Placement Offering has generated additional cash reserves
for the Company as of August 16, 2004. While the final amount to be received
from this offering is unclear presently, we believe that we will receive
additional funds to add to our cash reserves which should be sufficient to
continue our operations over the next twelve months. If adequate funds are not
available, we may be unable to repay the remaining short-term 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.

As we generally obtain most 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.

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 or private equity markets. Our ability to raise additional capital in
public or private 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.
Please review "Note 5. - Debt" to the financial statements in this filing for a
discussion of the Company's debt.

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 defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as
amended) as of the quarter ended June 30, 2004 and have concluded that such
disclosure controls and procedures are adequate and effective based upon their
evaluation as of such date to ensure that information required to be disclosed
by the Company in reports it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the periods specified by the
SEC'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 officers, nor were there any significant
deficiencies or material weaknesses in the Company's internal controls requiring
corrective action.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On June 1, 2003, Partners Alliance Group, Inc. ("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

ITEM 4. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

The following documents are filed as part of this report:

- -------------- --------------------------------------------------------------------------------------------------
EXHIBIT NO. DESCRIPTION
- -------------- --------------------------------------------------------------------------------------------------

4.1 Form of Subscription Agreement by and between the Company and each investor party thereto, entered
into by the parties thereto as of July 23, 2004 and August 4, 2004
- -------------- --------------------------------------------------------------------------------------------------
4.2 Form of Common Stock Purchase Warrant by and between the Company and each holder thereto, issued on
July 23, 2004 and August 4, 2004
- -------------- --------------------------------------------------------------------------------------------------
4.3 Form of Common Stock Purchase Warrant by and between the Company and Casimir Capital, LP, issued on
July 23, 2004 and August 4, 2004
- -------------- --------------------------------------------------------------------------------------------------
4.4 Form of Letter Agreement, dated as of July 29, 2004, by and between the Company and the holders of
convertible debentures of the Company
- -------------- --------------------------------------------------------------------------------------------------
4.5 Letter Agreement, dated as of July 7, 2004, by and between the Company and Alex J. Gonzalez
- -------------- --------------------------------------------------------------------------------------------------
4.6 Letter Agreement, dated as of July 7, 2004, by and between the Company and Joe Chris Alexander
- -------------- --------------------------------------------------------------------------------------------------
4.7 Letter Agreement, dated as of July 7, 2004, by and between the Company and Ronald J. Marosko, Jr.
- -------------- --------------------------------------------------------------------------------------------------
4.8 Letter Agreement, dated as of July 7, 2004, by and between the Company and Jaime R. Velasco
- -------------- --------------------------------------------------------------------------------------------------
10.1 Form of Registration Rights Agreement by and between the Company and each investor party thereto,
entered into by the parties thereto as of July 23, 2004 and August 4, 2004
- -------------- --------------------------------------------------------------------------------------------------
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 June 16, 2004 in which
we reported under Item 5 the following:

a. Certain officers contributed 16,628,790 common shares to the
Company.
b. The saleback of certain assets related to Strategic Abstract &
Title Corporation, in which the Company cancelled 3,791,210
common shares.
c. The employment agreements of certain officers of the Company.
d. The grant of stock options to certain officers.
e. The extension of the maturity date of the debentures.
f. The announcement of a new CFO for the Company and the change
of status of another officer.

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: August 18, 2004