AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 14, 2004
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM SB-2
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

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WIRELESS FRONTIER INTERNET, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 7374 76-0402866
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)

104 WEST CALLAGHAN
FORT STOCKTON, TEXAS 79735
(432) 336-0336
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

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ALEX J. GONZALEZ
CHIEF EXECUTIVE OFFICER
104 WEST CALLAGHAN
FORT STOCKTON, TEXAS 79735
(432) 336-0336
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

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Copies to:

ERNEST S. WECHSLER, ESQ.
KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 715-9100
TELECOPY: (212) 715-8000

Approximate date of commencement of proposed sale to public: At such time
or times as may be determined by the selling stockholders after this
registration statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. |X|

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

CALCULATION OF REGISTRATION FEE

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PROPOSED
AMOUNT MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
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Common stock, par value $0.001 per share (1) 21,763,890 $ 0.21(2) $4,570,416.90 $ 579.07
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Common stock, par value $0.001 per share (3) 10,881,913 $ 0.15(4) $1,632,286.95 $ 206.81
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Common stock, par value $0.001 per share (5) 3,264,579 $ 0.15(4) $ 489,686.85 $ 62.04
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Common stock, par value $0.001 per share (6) 6,575,000 $ 0.05(4) $ 328,750 $ 41.65
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Common stock, par value $0.001 per share (7) 300,000 $ 0.21(2) $ 63,000 $ 7.98
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(1) Represents shares of the Company's common stock issued to the
investors in a private placement pursuant to subscription agreements
between the Company and certain investors, dated July 23, 2004,
August 4, 2004 and September 14, 2004.

(2) Estimated solely for the purposes of calculating the registration
fee pursuant to Rule 457(c) under the Securities Act, based on the
average of the high and low sales prices for the Company's common
stock reported on the Pink Sheets on October 11, 2004.

(3) Represents shares of the Company's common stock that are issuable
upon exercise of warrants issued to the investors in a private
placement pursuant to the subscription agreements, dated July 23,
2004, August 4, 2004 and September 14, 2004, between the Company and
certain investors.

(4) Calculated in accordance with Rule 457(g) under the Securities Act.

(5) Represents shares of the Company's common stock that are issuable
upon exercise of warrants issued to Casimir Capital L.P., the
placement agent pursuant to the Placement Agency Agreement dated as
of June 18, 2004, between the Company and Casimir, for services
rendered relating to the Company's recent private placement of
shares of the Company's common stock and warrants to purchase shares
of the Company's common stock.

(6) Represents shares of the Company's common stock that are issuable
upon exercise of warrants issued to the investors in a private
placement transaction pursuant to subscription agreements between
the Company and certain investors, dated March 11, 2004.

(7) Represents shares of the Company's common stock owned by Jon R.
Carnes.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED OCTOBER 14, 2004

WIRELESS FRONTIER INTERNET, INC.

42,785,382 SHARES

COMMON STOCK

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The shares of common stock of Wireless Frontier Internet, Inc. covered by
this prospectus are being offered and sold by certain selling stockholders
listed in this prospectus.

Certain of the selling stockholders currently hold 21,763,890 shares of
our common stock and have the right to acquire up to an additional 14,146,492
shares of our common stock upon the exercise of warrants. We issued these shares
of common stock and warrants in a private placement transaction in July through
September 2004.

We are also registering for resale 6,575,000 shares of our common stock
issuable upon the exercise of warrants held by certain other selling
stockholders. We issued these warrants in a private placement transaction in
March 2004.

In addition, we are registering 300,000 shares of our common stock for
resale owned by a selling stockholder.

We will receive no proceeds from the sale of any shares of our common
stock by the selling stockholders. We will, however, receive proceeds from the
selling stockholders' exercise of the warrants. The warrants that we issued in
March 2004 are exercisable at $0.05 per share, and the warrants that we issued
in July through September 2004 are exercisable at $0.15 per share. None of the
selling stockholders is obligated to exercise the warrants.

Our common stock is traded on the Pink Sheets under the symbol "WFRI.PK."
On October 12, 2004, the closing sale price of our common stock on the Pink
Sheets was $0.22 per share.

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Investing in our securities involves risks. See "Risk Factors" on page 3.

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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

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THE DATE OF THIS PROSPECTUS IS ___________, 2004

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TABLE OF CONTENTS

Page

PROSPECTUS SUMMARY............................................................1

WIRELESS FRONTIER INTERNET, INC...............................................1

RISK FACTORS..................................................................3

RISKS RELATED TO OUR OPERATIONS...............................................3

RISKS RELATED TO OUR SECURITIES...............................................8

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION............................9

USE OF PROCEEDS..............................................................10

DETERMINATION OF OFFERING PRICE..............................................10

PLAN OF DISTRIBUTION.........................................................10

LEGAL PROCEEDINGS............................................................12

DIRECTORS AND EXECUTIVE OFFICERS.............................................12

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...............14

DESCRIPTION OF COMMON STOCK..................................................14

SELLING STOCKHOLDERS.........................................................16

EXPERTS......................................................................23

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...............................23

DESCRIPTION OF BUSINESS......................................................24

EMPLOYEES....................................................................27

WHERE YOU CAN FIND MORE INFORMATION..........................................27

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.........................................27

OFF-BALANCE SHEET ARRANGEMENTS...............................................34

DESCRIPTION OF PROPERTY......................................................34

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.....................34

EXECUTIVE COMPENSATION.......................................................35

FINANCIAL STATEMENTS........................................................F-1

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PROSPECTUS SUMMARY

This summary contains basic information about us and this offering.
Because it is a summary, it does not contain all of the information that may be
important to you. You should read the entire prospectus carefully, including the
section entitled "Risk Factors," and our Consolidated Financial Statements and
the related Notes to those statements included in this prospectus. This
prospectus contains certain forward-looking statements. The cautionary
statements made in this prospectus should be read as being applicable to all
related forward-looking statements wherever they appear in this prospectus. Our
actual results could differ materially from those discussed in this prospectus.
See "Cautionary Note Regarding Forward-Looking Statements."

WIRELESS FRONTIER INTERNET, INC.

We are a wireless broadband Internet service provider located in Fort
Stockton, Texas. In addition, we are a traditional Internet service provider. We
currently provide services to customers in over 100 cities throughout Southwest
Texas and Kansas. Our strategy is to deliver efficient, reliable and
cost-effective solutions to bringing high-speed Internet access to rural markets
within the United States. We believe we have positioned ourselves to meet the
Internet access needs of organizations and consumers which require broadband
access to the Internet in their operating areas, but do not have access to cable
or DSL from the traditional service providers.

We offer broadband Internet service through a network of point-to-point
and point-to-multipoint wireless networks. We use terrestrial circuits to
connect the Internet backbone and then distribute the signal through a series of
towers and repeaters to customer premises equipment located at the subscriber's
residence or business. Also, by utilizing the expertise of our network
engineers, we deliver value-added services to our subscribers by offering
network integration services. These services are provided by selling, installing
and maintaining the hardware necessary for virtual private networks, or "VPN's,"
Voice over IP, or "VoIP," and by offering data integration services.

We focus our 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. We also focus on cities of less than 150,000
inhabitants. We offer network reliability complemented by quality customer
support.

Wireless Frontier Internet, Inc. is a Delaware corporation. Our principal
executive offices are located at 104 West Callaghan, Fort Stockton, Texas 79735.
Our telephone number is (432) 336-0336, and our web site address is
www.wirelessfrontier.net. The information contained on our web site is not part
of this prospectus.

THE OFFERING

In July through September 2004, we completed a private placement
transaction in which we issued 21,763,890 shares of our common stock and
warrants to purchase up to 10,881,913 shares of our common stock. We agreed with
the recipients of our common stock and warrants to register for public resale
the 21,763,890 shares of our common stock issued to them in the private
placement and the 10,881,913 shares of common stock issuable to them upon
exercise of the warrants issued to them in the private placement. This
prospectus has been prepared, and the registration statement of which this
prospectus is a part has been filed with the Securities and Exchange Commission,
to satisfy our obligations to the recipients of common stock and the warrants.

In connection with our private placement transaction in July through
September 2004, we issued to Casimir Capital, L.P. and certain of its designees
warrants to purchase an aggregate of up to 3,264,579 shares of our common stock
as compensation for the services rendered by Casimir to us as placement agent in
the private placement. We agreed with Casimir to register for resale the shares
of common stock issuable upon exercise of the warrants issued to Casimir and its
designees.

In March 2004, we issued to certain investors convertible debentures and
warrants to purchase up to 6,575,000 shares of our common stock. In connection
with this issuance, we granted to these investors certain registration rights
relating to these warrants, including the right to register for resale the
shares of common stock issuable upon exercise of these warrants on a
registration statement filed by us at any time that we register any of our
shares under the Securities Act of 1933, as amended, so long as the registration
occurs before the third anniversary of the date of issuance of the warrants.

On or about October 1, 2004, Jon Carnes purchased 300,000 shares of our
common stock in a private transaction.

Accordingly, this prospectus covers:

o the resale by certain selling stockholders of shares of our common
stock issued in the private placement transaction that was completed
in July through September 2004;

o the resale by certain selling stockholders of shares of our common
stock issuable upon exercise of the warrants issued in the private
placement transaction that was completed in July through September
2004;

o the resale by Casimir Capital, L.P. and its designees of shares of
our common stock issuable upon exercise of the warrants issued to
them as compensation to Casimir for its role as our placement agent
in the private placement transaction that was completed in July
through September 2004;

o the resale by certain investors of shares of our common stock
issuable upon exercise of the warrants issued in a private placement
transaction in March 2004; and

o the resale by Mr. Carnes of 300,000 shares of our common stock.

Investing in our securities involves risks. You should carefully consider
the information under "Risk Factors" beginning on page 3 and the other
information included in this prospectus before investing in our securities.

USE OF PROCEEDS

This prospectus relates to shares of our common stock that may be offered
and sold from time to time by the selling stockholders. This prospectus also
relates to common stock issuable upon the exercise of warrants held by the
selling stockholders. We will not receive any proceeds from the sale of shares
of common stock in this offering. We will, however, receive proceeds from the
exercise of the warrants, if exercised. The proceeds from the exercise of
warrants, if any, will be used for working capital and general corporate
purposes.

In addition, we agreed to pay Casimir Capital, L.P., our placement agent
in our most recent private placement, a cash fee equal to 4% of the gross
proceeds received by us from each exercise (other than a cashless exercise) of
warrants held by the selling stockholders and issued by us in the private
placement transaction in July through September 2004. Casimir will not receive
any fee in connection with the exercise of any warrants issued by us in our
private placement in March 2004. See "Use of Proceeds."

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RISK FACTORS

Each person receiving this information should carefully consider the risks
and uncertainties described below and the other information that we have
provided in this prospectus before deciding to invest in our securities. The
risks and uncertainties described below may not be the only risks and
uncertainties faced by us. Any of the following risks could materially and
adversely affect our business, financial condition or results of operations. The
trading price of our common stock could, in turn, decline and you could lose all
or part of your investment.

RISKS RELATED TO OUR OPERATIONS

OUR LITIGATION WITH MOMENTUM ONLINE COMPUTER SERVICES, INC. COULD HAVE A
MATERIAL ADVERSE AFFECT ON OUR OPERATIONS.

On June 1, 2003 we purchased the assets of Momentum. Momentum has filed
suit seeking rescission of the purchase agreement and restoration of the parties
to their positions prior to June 1, 2003, as if no agreement existed. In 2003,
the revenue generated by the assets purchased from Momentum represented 24.6% of
our revenue for that year, and there were no operating profits from these
assets. We are vigorously defending this matter. In the event we are not
successful in this litigation we would no longer own the assets that we acquired
from Momentum and our revenues would substantially decline. This would have a
material adverse effect on our business and results of operations. Regardless of
the outcome of the litigation, it will likely result in substantial costs and
diversion of resources and management attention.

WE HAVE A LIMITED OPERATING HISTORY.

We have a limited operating history. We may encounter risks and
difficulties frequently encountered by early stage companies in new and rapidly
evolving markets. We cannot assure stockholders that our business strategy will
be successful or that we will successfully address these risks. Our failure to
do so could materially adversely affect our business, financial condition and
operating results.

OUR ABILITY TO GROW AND EXPAND REQUIRES ADDITIONAL FINANCING, WHICH WE MAY NOT
BE ABLE TO OBTAIN.

We have historically needed to raise capital to fund our operating losses,
and although we raised $3,264,592 (before deducting expenses and placement agent
fees) through a private sale of shares of our common stock and warrants to
purchase shares of our common stock in July through September 2004, we
anticipate that we will 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 and private markets will depend primarily upon prevailing
market conditions and the demand for our products and services. There can be no
assurance 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 us. If
adequate capital is not available, we may be unable to repay our 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.

WE HAVE INCURRED AND MAY CONTINUE TO INCUR LOSSES.

We began operations in 1998 and have incurred net losses from operations
in each year since our inception. We currently intend to continue to invest in
infrastructure development, applications development, sales and marketing, and
acquisitions in order to execute on our business plan. We expect that we will
incur losses for at least the next 12 months and there can be no assurances that
we will ever be profitable.

OUR OPERATING RESULTS ARE LIKELY TO FLUCTUATE.

We are unable to forecast our revenues with certainty because of the
unknown demand for our high-speed service and the emerging nature of the
wireless data access industry. Our revenues could fall short of our expectations
if we experience delays in completing the installation of our network or
entering into agreements with additional channel partners. Our future operating
results will be subject to annual fluctuations due to several factors, some of
which are outside our control.

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OUR BUSINESS MODEL USES ESTIMATES TO PROJECT REVENUES AND COST, AND THOSE
ESTIMATES MAY BE INACCURATE.

Initial cost projections of providing high-speed reliable access to
businesses are extremely difficult to develop. Although variables have been
established for the mean installation cost and the cost of goods, they are
dependent on many other independent variables. Due to many factors, the costs
associated with network installation will vary substantially between
metropolitan areas. Because we have not previously operated in the fixed
wireless broadband or wireless LAN market, we may have failed to consider all
costs involved, and our actual costs may be significantly greater than our
estimated costs.

WE HAVE COMPLETED ONLY A LIMITED NUMBER OF HIGH-SPEED WIRELESS INSTALLATIONS.

The market for wireless data access services is in the early stages.
Critical issues concerning wireless communications and data access, including
security, reliability, cost, regulatory issues, ease of use and quality of
service, remain unresolved and are likely to affect the market for our
high-speed service. We cannot reliably project potential demand for our
high-speed service, particularly whether there will be sufficient demand at the
volume and prices we need to be profitable. Moreover, if the customer base for
our high-speed service does not expand at the rate required to support the
planned deployment of our network, our revenue and business will suffer, and we
may be unable to complete our planned deployment. In addition, competition to
provide wireless data access services of the type we offer could result in a
high turnover rate among our users, which could have an adverse effect on our
business and results of operations.

WE MUST DEPLOY OUR HIGH-SPEED NETWORK IN A LIMITED TIME IN ORDER TO COMPETE
EFFECTIVELY.

Rapid introduction of our service is crucial to successfully compete
against other wireless access providers. If we are unable to deploy our
high-speed network in accordance with sales goals, we could incur substantial
unanticipated costs or be forced to revise our business plan.

WE NEED TO EXPAND OUR SALES AND SUPPORT ORGANIZATIONS.

We currently have a small customer service and support organization and
will need to increase our staff to support new customers and the expanding needs
of existing customers. The employment market for sales personnel and customer
service and support personnel in this industry is very competitive, and we may
not be able to hire the kind and number of sales personnel, customer service and
support personnel we are targeting. Our inability to hire qualified sales,
customer service and support personnel may materially adversely affect our
business, operating results and financial condition.

WE MAY BE UNABLE TO ATTRACT AND RETAIN CUSTOMERS.

We have no way of predicting whether our marketing efforts will be
successful in attracting new customers and acquiring substantial market share.
Our past advertising has been directed toward a limited target market. We do not
currently have the technical staff required to quickly deploy service personnel
to multiple service calls. Businesses may fear contracts that are not
serviceable. This concern may hinder our ability to negotiate long-term
agreements with our customers.

OUR CUSTOMERS MAY CANCEL THEIR CONTRACTS WITH US.

While we may obtain firm, long-term purchase commitments from corporate
and/or residential customers, cancellations and non-renewals in excess of
anticipated sales-reductions would adversely affect profitability. The
short-term nature of our customer commitments and the possibility of rapid
changes in demand reduce our ability to estimate accurately future customer
requirements. We may increase staffing, purchase additional equipment and incur
other expenses to meet the anticipated demand of our customers but that
increased demand may not materialize, thus adversely affecting our ability to
make a profit. Additionally, any of our long-term relationships may be
terminated at any time, for valid or invalid reasons, with or without recourse
and termination of a significant number of these relationships could have a
material and adverse effect on our business.

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WE MAY LOSE MARKET SHARE TO NEW AND EXISTING COMPETITORS.

We must timely implement our business plan because there is significant
concern regarding competing firms entering our target markets. We recognize
significant value in being the first-to-market in many different geographical
areas, since most bandwidth providers provide long-term contracts with
customers. We may be unable to secure contracts with some customers due to their
existing contracts with other service providers.

WE DEPEND ON A PHYSICAL INFRASTRUCTURE LARGELY MAINTAINED BY THIRD PARTIES AND
SUBJECT TO DISRUPTION BY EVENTS OUTSIDE OUR CONTROL.

Our success will depend upon the capacity, reliability and security of the
infrastructure used to carry data between our users and the Internet. While we
own most of the network, there are certain portions of the network, which rely
on segments owned, operated and maintained by third parties. Accordingly, we
have no control over the quality of maintenance provided to these third-party
network segments. A bandwidth carrier that provides poor service and has
frequent network breaks greatly limits our ability to provide quality service to
our clients. Our financial and business results may be negatively affected by
leasing poorly maintained infrastructure from various third parties.

IF WE ARE UNABLE TO NEGOTIATE LEASES FOR THE INSTALLATION OF OUR EQUIPMENT, THE
DEPLOYMENT OF OUR NETWORK WILL BE IMPAIRED.

The deployment of a majority of our services depends on our ability to
connect via rooftops and tower locations owned by third parties. This space is
required for the implementation of Points of Presence, consisting of wireless
access points and transmission towers. We have identified sites that would
ideally accommodate the placement of our network equipment.

The owners of these buildings may not recognize the value of high-speed
access, or be willing to allow us to place network equipment on their premises.
In addition, there is substantial competition from a variety of communications
companies for these ideal sites, and a large amount of communication equipment
may previously exist at these locations. If we are not able to negotiate these
leases, or we are not able to negotiate leases on terms that are favorable or
acceptable to us, the deployment of our network will be impaired, and financial
results will be negatively affected.

EVEN IF WE WERE TO SUCCESSFULLY BUILD OUR NETWORK, WE MAY BE UNABLE TO MAINTAIN
THAT NETWORK.

Once completed, each of our networks will be subject to the operational
risks inherent in a large-scale, wireless telecommunications system. The
operations, administration, maintenance and repair of these networks require the
coordination and integration of sophisticated and highly specialized hardware
and software technologies and equipment. We cannot assure that, even if built to
specifications, our networks will function as expected, in a cost-effective
manner. The failure of hardware or software to function as required could render
a network unable to perform at design specifications, which would require us to
pay for costly repairs or retrofits. We engage third parties to perform
operations, administration and maintenance of its networks and will depend on
the performance of these third parties.

IF THE INDUSTRY ADOPTS A WIRELESS STANDARD THAT IS INCOMPATIBLE WITH OUR
EQUIPMENT, WE MAY BE UNABLE TO OPERATE IN THE MARKET.

There are currently many competing standards in the wireless data
transport market, and it is important to recognize these standards. While
802.11b has become widely accepted, there is no guarantee that the industry's
reliance on this standard will continue. The 802.11b standard may be replaced by
another standard, and our antennas and transport mechanisms may not interoperate
with other standards and equipment.

- 5 -

THE EQUIPMENT WE PURCHASE MAY NOT BE COMPATIBLE WITH OTHER BRANDS.

Although 802.11b compliant equipment is required to interoperate with all
other compliant products, several respected wireless publications have proven
that some 802.11b equipment is not compatible with other brands. In the event
that we are required to use wireless equipment from a variety of manufacturers,
some of these products may not operate with our other installed wireless
equipment. We will take all proper precautions such as comprehensive initial
tests and tracking, in purchasing equipment from new manufacturers to ensure
that it is interoperable. Even with these measures, we may purchase equipment
that, under certain conditions, does not interoperate with other equipment. The
costs related to purchasing this equipment could be high, and would negatively
affect our profitability.

WE DEPEND ON A LIMITED NUMBER OF SUPPLIERS, AND WE HAVE EXPERIENCED SHIPMENT
DELAYS.

We depend on limited source suppliers for many of the principal components
of our network. Some of our suppliers have experienced shipment delays, either
as a result of capacity limitations at their production facilities or because
they were unable to obtain raw materials or parts necessary for the network
components they manufacture. Some of these supply shortages are ongoing to the
present date, and others occur frequently with no predictability in occurrence.
If we continue to experience these current or any future supply problems and are
unable to develop alternative sources of supply quickly and on a cost-effective
basis, our ability to obtain and install the equipment we need to implement our
service will be impaired. This impairment would cause delays in our network
deployment, and negatively affect our financial results.

WE CANNOT GUARANTEE FUTURE WIRELESS DEVELOPMENTS.

While we believe that the future of wireless as a dominant transport
factor is certain, we cannot guarantee the success and future developments of
wireless technology. Other unpredicted factors may hinder the success and
integration of wireless technologies. While it is our hope to utilize the
scalability of all wireless network equipment, we do not know if new
developments will require significant upgrades. It is uncertain whether new
products will be able to be integrated into our network infrastructure, and we
cannot predict the feasibility of new technologies.

WE DEPEND UPON KEY PERSONNEL AND WILL NEED TO RETAIN ADDITIONAL PERSONNEL AS WE
GROW.

Our success depends on the continuing services of Alex Gonzalez, our chief
executive officer and director. The loss of this individual could have a
material and adverse effect on our business operations. Additionally, the
success of our operations will largely depend upon our ability to successfully
attract and maintain competent and qualified key management personnel. As with
any startup company, there can be no guaranty that we will be able to attract
such individuals or that the presence of such individuals will necessarily
translate into profitability for us. Our inability to attract and retain key
personnel may materially and adversely affect our business operations.

WE MAY BE UNABLE TO MANAGE EFFECTIVELY OUR GROWTH AND EXPANSION.

We have grown recently and expect to continue the expansion of our
operations. This growth has placed, and will continue to place, significant
strain on management, operations, technical, financial, systems, sales,
marketing and other resources. The ability to manage the expansion to date, as
well as any future expansion, will require progressive enhancements or upgrades
of processes, equipment, accounting and other systems and the implementation of
a variety of procedures and controls. We cannot assure that significant problems
in these areas will not occur. Any failure to enhance or expand these systems
and implement procedures and controls in an efficient manner and at a pace
consistent with our business activities could harm our financial condition and
results of operations. The success of our internal growth strategy will depend
on various factors, including the demand for our products and services and our
ability to generate new and higher margin business. These factors are, at least
in part, beyond our control and there can be no assurance the our internal
growth strategy will be successful.

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WE OPERATE IN AN INDUSTRY WITH RAPIDLY CHANGING TECHNOLOGY, AND OUR SUCCESS WILL
DEPEND ON OUR ABILITY TO DEVELOP NEW PRODUCTS AND SERVICES THAT KEEP PACE WITH
TECHNOLOGICAL ADVANCES.

The market for data access and communications services is characterized by
rapidly changing technology and evolving industry standards in both the wireless
and wire line industries. Our success will depend to a substantial degree on our
ability to develop and introduce, in a timely and cost-effective manner,
enhancements to our high-speed service and new products that meet changing
customer requirements and evolving industry standards. For example, increased
data rates provided by wired data access technologies, such as digital
subscriber lines, may affect customer perceptions as to the adequacy of our
service and may also result in the widespread development and acceptance of
applications that require a higher data transfer rate than our high-speed
service provides. Our technology or systems may become obsolete upon the
introduction of alternative technologies. If we do not develop and introduce new
products and services in a timely manner, we may lose users to competing service
providers, which would adversely affect our business and results of operations.

OUR NETWORKS MAY BECOME OBSOLETE.

Each of our networks is expected to have a design life of not less than 10
years; however, there can be no assurance of the actual useful life of any of
these systems. A number of factors will affect the useful life of each of our
networks, including quality of construction, unexpected deterioration and
technological or economic obsolescence. Failure of any of our systems to operate
for their full design life could have a materially adverse effect on us.

WE FACE A NUMBER OF RISKS ASSOCIATED WITH POTENTIAL ACQUISITIONS.

As part of our business strategy, we have made, and expect to continue to
make, acquisitions of complementary companies, products and technologies. We
depend on these acquisitions to grow our business, and there can be no assurance
that we will continue to find attractive acquisition targets. In addition, any
future acquisitions would be accompanied by risks commonly encountered in
acquisitions, including, but not limited to, difficulties in integrating the
operations, technologies, products and personnel of the acquired companies and
insufficient revenues to offset increased expenses associated with acquisitions.
Failure to manage and successfully integrate acquisitions we make could harm our
business, our strategy and our operating results in a material way.

WE FACE A NUMBER OF REGULATORY RISKS.

Federal and State Telecommunications Regulation. Certain of our operations
are subject to regulation by the Federal Communications Commission, the FCC, and
state public utility commissions. The FCC is restructuring access rates and
universal service mechanisms, which will affect our costs and rates for our
services. Changes in the regulation or interpretation of legislation affecting
our operations could have a material adverse effect on our business, operating
results and financial condition.

Municipal and Other Local Regulation. Municipalities require us to obtain
building permits and licenses or franchises in order to operate radio frequency
equipment on towers and rooftops. A municipality's decision to require us to
remove our facilities or abandon our network could also be materially adverse.
In some municipalities where we expect to construct networks, we will be
required to pay license or franchise fees based on a percentage of gross
revenue. There is no guarantee that franchise fees will remain at their current
levels after existing franchises expire. In addition, we could be placed at a
competitive disadvantage if our competitors do not pay the same level of fees.
However, the Telecommunications Act of 1996 requires states and municipalities
to manage public rights of way in a competitively neutral and non-discriminatory
manner.

- 7 -

RISKS RELATED TO OUR SECURITIES

OUR STOCK PRICE IS HIGHLY VOLATILE, WHICH COULD RESULT IN SUBSTANTIAL LOSSES FOR
PURCHASERS OF OUR COMMON STOCK.

The market for our common stock is highly volatile which could cause
purchasers of our common stock to incur substantial losses. The trading price of
our common stock could be subject to wide fluctuations in response to, among
other things:

o quarterly variations in our operating and financial results;

o announcements of technological innovations or new products by our
competitors or us;

o changes in prices of our products and services or our competitors'
products and services;

o changes in product and service mix;

o changes in our revenue and revenue growth rates;

o departures of key personnel; and

o response to our strategies concerning the Internet.

Statements or changes in opinions, ratings, or earnings estimates made by
brokerage firms or industry analysts relating to the market in which we do
business or relating to us could result in an immediate effect on the market
price of our common stock. In addition, the stock market has from time to time
experienced extreme price and volume fluctuations which have particularly
affected the market price for the securities of many Internet companies and
which often have been unrelated to the operating performance of these companies.
These broad market fluctuations may adversely affect the market price of our
common stock.

LIQUIDITY ON THE PINK SHEETS IS LIMITED, AND WE MAY BE UNABLE TO OBTAIN LISTING
OF OUR COMMON STOCK ON A MORE LIQUID MARKET.

Our common stock is quoted on the Pink Sheets, which provides
significantly less liquidity than a securities exchange (such as the American or
New York Stock Exchanges) or an automated quotation system (such as the Nasdaq
National or Small Cap Markets). We may never be accepted for a listing on a
securities exchange or an automated quotation system.

THE SALE BY SELLING STOCKHOLDERS OF A LARGE QUANTITY OF OUR SHARES AS
CONTEMPLATED BY THIS PROSPECTUS MAY ADVERSELY AFFECT THE TRADING PRICE OF OUR
COMMON STOCK AND OUR ABILITY TO RAISE CAPITAL IN NEW STOCK OFFERINGS.

As of October 12, 2004, there were 66,456,481 shares of our common stock
outstanding, of which 12,452,221 shares were freely tradable (not including
shares tradable pursuant to Rule 144 under the Securities Act). In addition, all
shares of our common stock offered for resale pursuant to this prospectus,
including shares issuable upon exercise of warrants, will be freely tradable. If
all of these shares were offered, based on the number of shares outstanding on
October 12, 2004, they would constitute 48% of our then outstanding shares on a
fully diluted basis. Efforts to sell all or a significant portion of these
shares during a limited period pursuant to this prospectus could have a
depressing effect on the market price of our common stock and could make it more
difficult for us to raise capital through sales of our equity securities.

- 8 -

OUR MANAGEMENT HAS WIDE DISCRETION AS TO THE USE OF PROCEEDS FROM THIS OFFERING.

The net proceeds from the exercise of warrants for shares of our common
stock will be used as described under "Use of Proceeds." Our management reserves
the right to use the funds obtained from the exercise of warrants for other
purposes not presently contemplated which our management deems to be in our and
our stockholders' best interests in order to address changed circumstances and
opportunities. These additional uses may include, without limitation, the use of
funds for repayment of debt. As a result of the foregoing, our success may be
affected by the judgment of our management with respect to the application and
allocation of the net proceeds from the exercise of warrants.

WE ARE SUBJECT TO THE SEC'S PENNY STOCK RULES WHICH MAY LIMIT YOUR ABILITY TO
SELL SHARES OF OUR COMMON STOCK IN THE OPEN MARKET.

We are subject to the SEC's penny stock rules. Penny stocks are stocks
with a price of less than $5.00 per share, other than securities that are
registered on certain national securities exchanges, that are quoted on Nasdaq
or that meet certain conditions. The penny stock rules require delivery, by a
broker-dealer prior to any transaction in a penny stock, of a disclosure
schedule about commissions payable to both the broker-dealer and the registered
representative and current quotations for the securities. The rules also require
that broker-dealers send monthly statements disclosing recent price information
for each penny stock held in the account and information on the limited market
in penny stocks. Because of the burden placed on broker-dealers to comply with
the penny stock rules, stockholders may have difficulty selling our common stock
in the open market.

THE MARKET FOR LOWER-PRICED SECURITIES HAS SUFFERED IN RECENT YEARS FROM
PATTERNS OF FRAUD AND ABUSE AND IS REGULATED IN A MANNER THAT MAY NEGATIVELY
IMPACT THE MARKET FOR OUR COMMON STOCK.

Prospective investors should be aware that, according to the SEC, the
market for penny stocks has suffered in recent years from patterns of fraud and
abuse. Such patterns include: (i) control of the market for the security by one
or a few broker-dealers that are often related to the promoter or issuer; (ii)
manipulation of prices through prearranged matching of purchases and sales and
false and misleading press releases; (iii) "boiler room" practices involving
high-pressure sales tactics and unrealistic price projections by inexperienced
sales persons; (iv) excessive and undisclosed bid-ask differentials and markups
by selling broker-dealers; and (v) the wholesale dumping of the same securities
by promoters and broker-dealers after prices have been manipulated to a desired
level, along with the resulting inevitable collapse of those prices and with
consequent investor losses. We can provide no assurance that such tactics will
not be employed in connection with the market for our common stock.

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

The prospectus and any prospectus supplement contain forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, and Section 27A of the Securities Act of 1933, as amended.
Forward-looking statements include those regarding our goals, beliefs, plans or
current expectations and other statements regarding matters that are not
historical facts. For example, when we use words such as "project," "believe,"
"anticipate," "plan," "expect," "estimate," "intend," "should," "would,"
"could," or "may," or other words that convey uncertainty of future events or
outcome, we are making forward-looking statements. Our forward-looking
statements are subject to risks and uncertainties. You should note that many
important factors, some of which are discussed elsewhere in this prospectus,
could affect us in the future and could cause our results to differ materially
from those expressed in our forward-looking statements. You should read these
factors, including the information under "Risk Factors" beginning on page 3, and
the other cautionary statements made in this prospectus as being applicable to
all related forward-looking statements wherever they appear in this prospectus.
We do not undertake any obligation to update forward-looking statements made by
us.

- 9 -

USE OF PROCEEDS

We will not receive any proceeds upon the sale of the shares of common
stock by the selling stockholders.

We will receive the aggregate exercise price of the warrants that are
exercised by the selling stockholders, including warrants exercised by Casimir
Capital, L.P., our placement agent in our recent private placement. The warrants
that we issued in March 2004 are exercisable at $0.05 per share, and the
warrants that we issued in July through September 2004, including the warrants
that we issued to Casimir, are exercisable at $0.15 per share. Assuming exercise
of all the selling stockholders' and Casimir's warrants, the gross proceeds to
us would be approximately $2,450,724. We intend to use any proceeds from
exercise of the warrants for working capital and general corporate purposes,
including:

o to finance our growth;

o to develop our products and expand our internal infrastructure; and

o for capital expenditures made in the ordinary course of business.

In addition, we agreed to pay Casimir a cash fee equal to 4% of the gross
proceeds received by us from each exercise (other than a cashless exercise) of
warrants held by the selling stockholders and issued by us in the private
placement transaction in July through September 2004. Casimir will not receive
any fee in connection with the exercise of any warrants issued by us in our
private placement in March 2004.

DETERMINATION OF OFFERING PRICE

The selling stockholders may sell shares in any manner at the current
market price or through negotiated transactions with any person at any price.

PLAN OF DISTRIBUTION

The selling stockholders, or their respective transferees, pledgees,
donees or any of their successors in interest selling shares received from a
named selling stockholder as a gift, partnership distribution or other non-sale
related transfer after the date of this prospectus (all of whom may be selling
stockholders), may sell the shares of common stock from time to time.

The shares of common stock may be sold in one or more transactions:

o at fixed prices that may be changed;

o at prevailing market prices at the time of sale;

o at prices related to prevailing market prices; or

o at negotiated prices.

These sales may be effected in transactions, which may involve crosses or
block transactions, in the following manner:

o on any national securities exchange or quotation service on which
the shares of common stock may be listed or quoted at the time of
sale;

o on the Pink Sheets or in the over-the-counter market;

o in transactions other than on these exchanges or services or on the
Pink Sheets or in the over-the-counter market (privately negotiated
transactions);

- 10 -

o through the writing and exercise of options, whether these options
are listed on an options exchange or otherwise; or

o through the settlement of short sales; or

o in a combination of such transactions.

In addition, any shares of common stock covered by this prospectus that
qualify for sale pursuant to Rule 144 under the Securities Act may be sold under
Rule 144 rather than pursuant to this prospectus.

Selling stockholders may enter into hedging transactions with
broker-dealers or other financial institutions, which may in turn engage in
short sales of the common stock and deliver the common stock to close out short
positions, or loan or pledge the shares of common stock to broker-dealers that
in turn may sell these shares.

In order to comply with the securities laws of some jurisdictions, if
applicable, the holders of shares of common stock may sell in some jurisdictions
through registered or licensed broker-dealers. If broker-dealers are used in the
sale, unless otherwise indicated in a prospectus supplement with respect to the
shares of common stock being offered thereby, the selling stockholder will sell
such shares to the broker-dealers as principals. The broker-dealers may then
resell such shares to the public at varying prices to be determined by such
broker-dealers at the time of resale.

Broker-dealers engaged by the selling stockholders may arrange for other
broker-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. Any profits on the resale of shares of common stock by a
broker-dealer acting as principal might be deemed to be underwriting discounts
or commissions under the Securities Act. Discounts, concessions, commissions and
similar selling expenses, if any, attributable to the sale of shares will be
borne by a selling stockholder. The selling stockholders may agree to indemnify
any agent, dealer or broker-dealer that participates in transactions involving
sales of the shares if liabilities are imposed on that person under the
Securities Act.

The selling stockholders may from time to time pledge or grant a security
interest in some or all of the shares of common stock owned by them and, if they
default in the performance of their secured obligations, the pledgees or secured
parties may offer and sell the shares of common stock from time to time under
this prospectus after we have filed an amendment or supplement to this
prospectus, as applicable, under Rule 424(b)(3) or other applicable provision of
the Securities Act amending the list of selling stockholders to include the
transferee, pledgee, donee or other successor in interest as selling
stockholders under this prospectus.

The selling stockholders also may transfer the shares of common stock in
other circumstances, in which case the transferees, pledgees, donees or other
successors in interest will be the selling beneficial owners for purposes of
this prospectus and may sell the shares of common stock from time to time under
this prospectus after we have filed an amendment or supplement to this
prospectus under Rule 424(b)(3) or other applicable provision of the Securities
Act amending the list of selling stockholders to include the transferee,
pledgee, donee or other successor in interest as selling stockholders under this
prospectus.

The selling stockholders and any broker-dealers or agents that are
involved in selling the shares of common stock may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act in
connection with such sales. In such event, any commissions received by such
broker-dealers or agents and any profit on the resale of the shares of common
stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. Selling stockholders who are "underwriters"
within the meaning of Section 2(11) of the Securities Act will be subject to the
prospectus delivery requirements of the Securities Act.

The aggregate proceeds to the selling stockholders from the sale of the
shares of common stock will be the purchase price of the shares less any
discounts and commissions, if applicable. A selling stockholder reserves the
right to accept and, together with its agents, to reject, any proposed purchase
of shares of common stock to be made directly or through agents. We will not
receive any of the proceeds from the resale of these shares by the selling
stockholders. We may, however, receive cash consideration in connection with the
exercise of the warrants for cash.

- 11 -

If required, the common stock to be sold, the names of the selling
stockholders, the respective purchase prices and public offering prices, the
names of any agent, dealer or underwriter, and any applicable commissions or
discounts with respect to a particular offer will be set forth in an
accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement of which this prospectus is a part.

The selling stockholders and we have agreed to indemnify each other and
our respective controlling persons against, and in certain circumstances to
provide contribution with respect to, specific liabilities in connection with
the offer and sale of the shares of common stock, including liabilities under
the Securities Act. We will pay the expenses incident to the registration of the
shares of common stock, except that the selling stockholders will pay all
underwriting discounts, selling commissions and expense allowances applicable to
the sale of shares of common stock and all fees and disbursements of counsel to
any selling stockholder.

Shares of our outstanding common stock are traded on the Pink Sheets.

LEGAL PROCEEDINGS

On June 1, 2003, we purchased the assets of Momentum Online Computer
Services, Inc. in exchange for the issuance of shares of our common stock. On
November 10, 2003, Momentum filed a complaint against us in district state court
for the State of Texas seeking rescission of the asset 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 we breached the terms
of the agreement as a result of the failure to deliver shares of our common
stock. 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. On October 4, 2004, the parties appeared
before a Bankruptcy Court appointed mediator, but did not resolve the dispute.
The trial with Momentum is scheduled to commence on November 8, 2004 before the
Bankruptcy Court. Our management believes that Momentum's lawsuit is without
merit and intends to vigorously defend this matter.

DIRECTORS AND EXECUTIVE OFFICERS

Our directors and executive officers, their ages and positions are as
follows:

Name Age Company Position
- ---- --- ----------------
Alex J. Gonzalez 43 Chairman and Chief Executive Officer
Kelly E. Simmons 49 Chief Financial Officer
William Lawson Allen 55 Director
John R. Morrow 43 Director
Dr. Cecil George MD 48 Director

Alex Gonzalez, 43, has been the chief executive officer and Chairman of
the Company since 1998. With over 20 years of experience in the
telecommunications and data networking industry, Mr. Gonzalez has extensive
knowledge in local, wide, and metropolitan-area networks. He has been involved
in designing and managing over 1,000 voice and data networks globally. He served
as an Early Adopter Partner for Cisco Systems in 1998 and participated in the
Advanced Technology Products program for wireless products. In 2000, Mr.
Gonzalez co-founded the Company. He currently is serving a four-year term to the
Governor-appointed Texas On-line Authority where he has been tasked to represent
rural Texas on Internet development. Mr. Gonzalez formerly served as Vice
President of Sales & Marketing for Flair Data Systems, Inc. from 1989 through
1999. Prior to that, he was a Sales Manager for MCI Communications and a
Regional Manager for ClayDesta Communications. Mr. Gonzalez received a
bachelor's degree in business administration from Texas A&M University in 1983.

- 12 -

Mr. Simmons, 49, has been the chief financial officer of the Company since
May 2004. He is a certified public accountant and has over 25 years of
accounting and financial management experience. Prior to joining the Company and
beginning in 2002, Mr. Simmons was Vice President and Corporate Controller of
Edgen Corporation. From 2000 to 2001, he was a private investor and consultant.
Mr. Simmons was Executive Vice President and chief financial officer of Billing
Concepts from 1996 through 1999. From 1988 through 1999, he also held various
positions with US Long Distance Corp. and Billing Concepts Corp., two companies
which were publicly traded until their assets were sold in 2000.

William Lawson Allen, 55, has served as a director of the Company since
2004. He was employed at Pecos County State Bank as Executive Vice President
since 1983. In 2004, he became President and director of Fort Davis State Bank.
He received a BBA in Finance in 1971 from the University of North Texas and
graduated from the Southwestern Graduate School of Banking at Southern Methodist
University.

John Richard Morrow, 43, has served as a director of the Company since
2004. He has been the President of Valley Distributors since 1984. He has also
been the chief executive officer of Permian Distributing since 1994. He
graduated from Texas A&M University 1983 with a BA in Business Management.

Dr. Cecil George MD, 48, has served as a director of the Company since
2004. He started his private practice in Fort Stockton in November 1983,
specializing in Family Practice. Dr. George is currently serving as Chief of
Staff of Pecos County Memorial Hospital, EMT Director for Terrell County, EMT
Director for Firestone, EMT Director for Imperial, EMS Director for Fort
Stockton and Medical Director of Cactus Health Services, Inc. in Sanderson,
Texas. He received a BSC Magna Cum Laude in 1977 from Texas A&M University and
graduated from the University of Texas Health Science Center at San Antonio,
Texas.

There are no family relationships among the directors or executive
officers.

- 13 -

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of our common
stock as of October 12, 2004 by (i) each of our directors, (ii) each of our
named executive officers and one additional individual who would have qualified
as one of our named executive officers but for the fact that he was not serving
as an executive officer at December 31, 2003 and (iii) all directors and
executive officers as a group. Such persons have sole voting and investment
power with respect to such shares. Unless otherwise indicated, the address of
these persons is c/o Wireless Frontier Internet, Inc., 104 West Callaghan, Fort
Stockton, Texas 79735. The presentation is based on the 66,456,481 shares of our
common stock that were outstanding on October 12, 2004. There is no person known
to us who owns more than 5% of our common stock and who would therefore
otherwise have been listed on the following table.

Name and Address of Amount and Nature
Beneficial Ownership of Beneficial Ownership Percent of Class
- ---------------------------------- ----------------------- ----------------
William Lawson Allen 120,000 *
Dr. Cecil R George, MD 5,400 *
Alex J. Gonzalez 4,977,878 7.5%
Jasper Knabb 985,000 *
John Richard Morrow 140,000 *
Kelly E. Simmons 500,000(1) *
ALL EXECUTIVE OFFICERS 6,728,278 10.5%
AND DIRECTORS AS A GROUP (6 PEOPLE)

- ---------------------
* Represents beneficial ownership of less than one percent of our
outstanding shares of common stock.
(1) Represents shares exercisable pursuant to warrants exercisable within 60
days of October 12, 2004.

DESCRIPTION OF COMMON STOCK

COMMON STOCK

VOTING RIGHTS. For all matters submitted to a vote of stockholders, each
holder of common stock is entitled to one vote for each share registered in his
or her name on our books. Our common stock does not have cumulative voting
rights. As a result, persons who hold more than 50% of the outstanding common
stock can elect all of the directors who are up for election in a particular
year.

DIVIDENDS. If our board of directors declares a dividend, holders of
common stock will receive payments from our funds that are legally available to
pay dividends. No dividend has been declared by us since inception of our
operations and there are no current plans to declare any dividends in the
foreseeable future. Our current policy is to retain all of our earnings to
finance future growth. In addition, pursuant to loan covenants contained in our
credit facility with our commercial lender, we may not pay dividends without the
commercial lender's prior approval. Our bylaws provide that our board of
directors may not declare a dividend when the payment of such dividend would
render us insolvent, or if we are insolvent.

LIQUIDATION AND DISSOLUTION. If we are liquidated or dissolve, the holders
of our common stock will be entitled to share ratably in all the assets, after
satisfaction of any outstanding debt to our senior lender.

OTHER RIGHTS AND RESTRICTIONS. Holders of our common stock do not have
preemptive rights, and they have no right to convert their common stock into any
other securities. Our common stock is not subject to redemption by us. Our
charter and by-laws do not restrict the ability of a holder of common stock to
transfer his or her shares of common stock.

- 14 -

LISTING. Our common stock is listed on the Pink Sheets.

TRANSFER AGENT AND REGISTRAR. The transfer agent and registrar for our
common stock is Olde Monmouth, 200 Memorial Parkway, Atlantic Highlands, New
Jersey 07716.

DELAWARE LAW AND CHARTER AND BY-LAW PROVISIONS

BUSINESS COMBINATIONS. We are subject to the provisions of Section 203 of
the General Corporation Law of Delaware. Section 203 prohibits a publicly held
Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. A "business
combination" includes mergers, asset sales and other transactions resulting in a
financial benefit to the interested stockholder. Subject to specified
exceptions, an "interested stockholder" is a person who, together with
affiliates and associates, owns, or within three years did own, 15% or more of
the corporation's outstanding voting stock.

STOCKHOLDER ACTION; SPECIAL MEETING OF STOCKHOLDERS. Our amended and
restated by-laws provide that any action required or permitted to be taken by
our stockholders may be taken at a duly called annual or special meeting of
stockholders, or by written consent of the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. In addition, our amended and restated by-laws provide
that special meetings of stockholders may be called only by the board of
directors, the chief executive officer or the secretary at the request in
writing of stockholders owning a majority in amount of our entire capital stock
issued and outstanding and entitled to vote. These provisions could have the
effect of delaying until the next stockholders' meeting stockholder actions
which are favored by the holders of a majority of our outstanding voting
securities.

- 15 -

SELLING STOCKHOLDERS

This prospectus relates to the continued offering of 42,785,382 shares of
our common stock by the persons listed below under the heading "Selling
Stockholder." The shares offered by the selling stockholders including those
which may be acquired upon exercise of warrants were acquired in a recent
private placement. Except as otherwise indicated below, based on representations
by each of the selling stockholders, to the best of our knowledge, no selling
stockholder has had a material relationship with us during the last three years,
other than as an owner of our securities.

The table below sets forth information as of October 12, 2004. The
information regarding the selling stockholders' beneficial ownership after this
offering assumes that all the shares of common stock offered by this prospectus
are sold.

NUMBER OF SHARES
NUMBER OF INCLUDED IN THIS NUMBER OF
SHARES NUMBER OF OFFERING THAT SHARES OWNED PERCENTAGE OF
BENEFICIALLY OUTSTANDING ARE ISSUABLE TO THIS THE SHARES
OWNED PRIOR SHARES INCLUDED UPON EXERCISE SUBSEQUENT OWNED AFTER
SELLING STOCKHOLDER TO THIS OFFERING IN THIS OFFERING(1) OF WARRANTS OFFERING THIS OFFERING
- ----------------------- ---------------- ------------------- ----------------- ----------- ------------

Stephen Abbott and Patricia N. Abbott 0 166,666 83,333 0 --
James Ahern 0 0 32,500 0 --
Payman Aminzadeh 0 66,666 33,333 0 --
Anthony Barr and Pamela Barr 0 33,333 16,666 0 --
Drew Bartkiewicz 0 23,333 11,666 0 --
David R. Beck SEP-IRA 0 66,666 33,333 0 --
Kim D. Biggs and Kimberly S. Biggs 0 100,000 50,000 0 --
Daniel P. Bjornson 0 66,666 33,333 0 --
William Bland 0 100,000 50,000 0 --
David Bloom 0 0 2,500 0 --
Benjamin B. Bobbitt 0 33,333 16,666 0 --
Samuel Nicholas Borgese 0 33,333 16,666 0 --
Larry L. Boss 0 13,333 6,666 0 --
Rocco J. Brescia 0 666,666 333,333 0 --
Richard Brewster 0 0 55,000 0 --
Scott T. Brewster 0 23,333 11,666 0 --
Michael Brien 0 0 12,500 0 --
Peter Broome 0 66,666 33,333 0 --
Stephen Burrin and Janice Burrin 0 66,666 33,333 0 --

- 16 -

Richard Caldwell and Grace Caldwell 0 13,333 6,666 0 --
Keith D. Camp 0 133,333 66,666 0 --
Jon R. Carnes 0 800,000 250,000 0 --
Jacqueline Carter 0 0 25,000 0 --
John Cassidy 0 0 2,500 0 --
Charles R. Cecil 0 0 50,000 0 --
John J. Christmann III 0 16,666 8,333 0 --
David Cipolla 0 55,333 27,666 0 --
Nathaniel Clay 0 0 72,500 0 --
Sean Coyle 0 0 1,500 0 --
Kevin T. Crofton 0 73,333 36,666 0 --
Greg Dawe 0 1,000,000 500,000 0 --
Andrew Denka 0 166,666 83,333 0 --
Denno Family Limited Partnership 0 166,666 83,333 0 --
Robert P. Deysher Living Trust 0 33,333 16,666 0 --
Matthew E. Donohue 0 0 2,500 0 --
Scott Doughman 0 333,333 166,666 0 --
Andra P. DuPont 0 33,333 16,666 0 --
Joseph F. and Patricia A. Eitner 0 10,000 5,000 0 --
Matthew Eitner 0 0 65,000 0 --
William P. Elsey 0 50,666 25,333 0 --
Gordon Fallone 0 0 14,600 0 --
Shragy Faskowitz 0 0 65,000 0 --
Art Feather and Feather & Gay Family
Living Trust 0 16,666 8,333 0 --
Alan Feldman 0 0 550,000 0 --
Thomas E. Fish 0 72,666 36,333 0 --
Aaron L. Fisher 0 8,000 4,000 0 --
Raymond A. Fox 0 26,666 13,333 0 --
Thomas Gaito 0 0 75,000 0 --

- 17 -

Andrew Gallion 0 0 500 0 --
Kyla Gessin 0 0 375,000 0 --
Jon E. Goodrich 0 66,666 33,333 0 --
Daniel Green 0 0 1,500 0 --
William D. Greenfield and Cindy K. Greenfield 0 20,000 10,000 0 --
John R. Greiner 0 20,000 10,000 0 --
Murray Grigg 0 333,333 166,666 0 --
Manish Gupta and Charu Gupta 0 13,333 6,666 0 --
Karl W. Gustafson 0 13,333 6,666 0 --
Jonathon F. Gutman 0 0 3,000 0 --
Randall B. Hale 0 333,333 166,666 0 --
David E. Hallberg 0 46,666 23,333 0 --
G. E. Halloran 0 133,332 66,666 0 --
William M. Haskell and Deborah Haskell 0 100,000 50,000 0 --
Salar Hassani 0 166,666 83,333 0 --
Brian Hebb 0 500,000 250,000 0 --
Steven A. Heggelke 0 66,666 33,333 0 --
Gregory Herr and Carol Herr 0 50,000 25,000 0 --
William K. Hewitt 0 33,333 16,666 0 --
Garry Higdem 0 200,000 100,000 0 --
Robert Hill 0 0 2,300 0 --
Robert Hirsh 0 133,333 66,666 0 --
Verlyn W. Holt 0 140,000 70,000 0 --
Peter Horn 0 33,333 16,666 0 --
Kevin T. Howell and Christine E. Howell 0 66,666 33,333 0 --
John Igoe 0 333,333 166,666 0 --
Perry P. Jacobson 0 333,333 169,666 0 --
Stephen Johnson and Catherine Johnson 0 20,000 10,000 0 --
David A. Jones and Susan P. Jones 0 16,666 8,333 0 --

- 18 -

Farrell Kahn 0 500,000 250,000 0 --
Shreedhar Kajeepeta and Ambuja Kajeepeta 0 133,333 66,666 0 --
Morry Kalimian as Custodian for Ariel Kalimian 0 0 250,000 0 --
Mark Kalimian 0 0 2,500,000 0 --
Morry Kalimian(2) 0 0 1,000,000 0 --
Joseph P. Kalinoski and Linda L. Hagen 0 33,333 16,666 0 --
Rodney Gene Keck 0 50,000 25,000 0 --
Richard F. Klein and Rita M. Klein 0 66,666 33,333 0 --
Kevin P. Klett 0 20,000 10,000 0 --
Jeffrey E. Lear 0 66,666 33,333 0 --
Ron Lucas 0 66,666 33,333 0 --
Michael Lusk 0 60,000 30,000 0 --
Philip Madow and Amber Madow 0 200,000 100,000 0 --
Ravindranath Mahajan and Poonam Mahajan 0 33,333 16,666 0 --
Thomas K. Mancuso 0 25,000 12,500 0 --
George Martin 0 0 50,000 0
Donald L. Massey 0 213,333 106,666 0 --
A. J. Matyczynski 0 160,000 80,000 0 --
James McChesney 0 33,333 16,666 0 --
Andre McClure 0 0 2,300 0 --
William E. McCorey Jr 0 51,533 25,766 0 --
Brendan J. McCormick and Priscilla R. McCormick 0 133,333 66,666 0 --
Matthew McGovern 0 0 50,000 0 --
James W. McLendon 0 166,666 83,333 0 --
Thomas V. McQuade III 0 66,666 33,332 0 --
Rahul Mehra 0 240,000 120,000 0 --
Mark L. Merhar 0 20,000 10,000 0 --

- 19 -

Gerald L. Meyr 0 159,999 79,999 0 --
Paul E. Meyr Revocable Living Trust 0 100,000 50,000 0 --
Richard G. Michalski 0 0 5,000 0 --
Thomas Mierkiewicz 0 0 2,000 0 --
Anthony Miller 0 0 3,000 0
Eugene J. Miller and Cathleen M. Miller 0 100,000 50,000 0 --
James L. Misplon 0 16,000 8,000 0 --
Kent Mitchell 0 0 2,500 0
Ronald D. Mogel 0 66,666 33,333 0 --
Scott Monroe 0 333,333 166,666 0 --
R. Scott Morin 0 33,333 16,666 0 --
Bedford Moss 0 23,333 11,666 0 --
Bruce A. Mueller and Sophia A. Mueller 0 40,000 20,000 0 --
Gerald H. Negley 0 26,666 13,333 0 --
Gregory W. Nelson and Judy C. Nelson 0 500,000 250,000 0 --
John J. Notar 0 10,000 5,000 0 --
Richard Nunn 0 200,000 100,000 0 --
H. David Overbeeke 0 666,666 333,333 0 --
James Palmer 0 0 14,500 0 --
Kevin Palmer 0 0 3,500 0 --
John W. Palmour 0 80,000 40,000 0 --
Suman T. Patel 0 133,333 66,666 0 --
Judith A. Paterson 0 0 25,000 0 --
Wilhelm Pfander 0 133,333 66,666 0 --
John Pirillo 0 200,000 100,000 0 --
Dominic Polizzotto and Beth Henning 0 53,333 26,666 0 --
William Poon 0 0 65,000 0 --
Govin T. Rajan 0 133,333 66,666 0 --
Mouli Ramani 0 166,666 83,333 0 --
Richard F. Sands Family Trust dtd 12/20/99 0 0 550,000 0 --

- 20 -

John P. Ritchie and Marianne Ritchie JTWROS 0 33,333 16,666 0 --
RNP LLC 0 0 500,000 0 --
Charles J. Roberts 0 13,306 6,653 0 --
James W. Robertson, IRA 0 113,333 56,666 0 --
James W. Robertson, Trust 0 153,333 76,666 0 --
Larry Robinson 0 20,000 10,000 0 --
Thomas E. Rogstad and Teresa L. Rogstad 0 38,000 19,000 0 --
David Roth 0 0 53,000 0 --
Dan W. Ruiter 0 100,000 50,000 0 --
Matthew J. Rund 0 66,666 33,333 0 --
David Rupert 0 0 125,000 0 --
Hannah O'Brian Rupert 0 0 3,000 0 --
Ian O'Brien Rupert 0 0 28,000 0 --
John R. Russell 0 8,000 4,000 0 --
Anthony Sabatino 0 53,333 26,666 0 --
Anita Sands 0 0 125,000 0 --
Benjamin Sands 0 0 125,000 0 --
Richard Sands 0 0 1,500,000 0 --
Gary B. Sapp 0 60,000 30,000 0 --
Charles R. Schenck 0 133,333 66,666 0 --
Francis P. Sears 0 166,666 83,333 0 --
Dipak M. Shah 0 33,333 16,666 0 --
Brian Singleton 0 0 5,000 0 --
Carroll W. Slusher and Connie L. Slusher 0 33,333 16,666 0 --
Brian Smith 0 0 19,467 0 --
Source One 0 1,333,333 666,666 0 --
Robert Spiegel 0 0 14,600 0 --
Jeffrey L. Spotz 0 100,000 50,000 0 --
Jim Stathis 0 100,000 50,000 0 --
Kenneth A. Steel, Jr 0 166,666 83,333 0 --
Scott Steele 0 0 22,500 0 --

- 21 -

Stuart Michael Stinson 0 15,333 7,666 0 --
Wayne F. Tackabury 0 200,000 100,000 0 --
Devin Taylor 0 66,666 33,333 0 --
Richard Taylor 0 50,000 25,000 0 --
Mauriece and Susan Tieman 0 16,000 8,000 0 --
Gregory Trikouros 0 10,000 5,000 0 --
Trinad Capital LP 0 0 500,000 0 --
Seckin Unlu 0 140,000 70,000 0 --
Rafael Vasquez 0 0 35,000 0 --
Wayde Walker 0 0 700,000 0 --
John P. Ward 0 66,666 33,333 0 --
Trautman Wasserman 8701 Opportunities Fund, LP 0 666,666 333,333 0 --
Trautman Wasserman Private Equity 0 0 54,800 0 --
Richard Webb 0 133,333 66,666 0 --
Thomas Webber 0 33,333 16,666 0 --
William A. Weeks 0 66,666 33,333 0 --
Robert Weinstein 0 0 250,000 0 --
Gary L. Willoughby and Sarah Q. Willoughby 0 200,000 100,000 0 --
Kevin Wilson 0 0 95,000 0 --
Alan Yates 0 90,000 45,000 0 --
John A. Zimmer and Lynda E. Zimmer 0 30,000 15,000 0 --

- ----------
(1) Number of shares in this column exclude the number of shares issuable upon
exercise of warrants which are included in the next column.
(2) Includes 250,000 shares issuable upon exercise of warrants held by Morry
Kalimian as Custodian for Ariel Kalimian over which Morry Kalimian holds
sole dispositive power.

In March 2004, we issued to certain selling stockholders convertible
debentures in the aggregate principal amount of $1,315,000 at an interest rate
of 10%, plus warrants to purchase 6,575,000 shares of our common stock at $0.10
per share. Under the terms of the debentures, these selling stockholders had the
option to convert the principal balance of the debentures, in whole or in part,
into shares of our common stock at a conversion price equal to $0.10 per share.
These debentures matured on April 11, 2004, and we were unable to pay off the
debentures at maturity. In July 2004, we agreed with the selling stockholders
who were also holders of these debentures and warrants to extend the maturity of
this indebtedness to August 11, 2004. In return, we agreed to reduce the
conversion price of the debentures to $0.05 per share and to reduce the exercise
price of their warrants to $0.05 per share. We paid off the debt of $1,315,000
and interest of $142,668 on August 6, 2004 with the proceeds of our most recent
private placement transaction.

- 22 -

EXPERTS

Certain legal matters in connection with the shares of our common stock
offered for resale in this prospectus have been passed upon for us by Kramer
Levin Naftalis & Frankel LLP, New York, New York.

Pollard-Kelley Auditing Services, Inc. has audited our consolidated
financial statements as of December 31, 2003 and 2002, and for each of the years
in the two-year period ended December 31, 2003, as set forth in its report,
which appears herein.

DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our amended and restated charter contains provisions permitted under the
General Corporation Law of Delaware relating to the liability of directors. The
provisions eliminate a director's liability for monetary damages for a breach of
fiduciary duty, except in circumstances involving wrongful acts, such as the
breach of a director's duty of loyalty or acts or omissions which involve
intentional misconduct or a knowing violation of law. The limitation of
liability described above does not alter the liability of our directors and
officers under federal securities laws. Furthermore, our amended and restated
by-laws contain provisions to indemnify our directors and officers to the
fullest extent permitted by Section 145 of the General Corporation Law of
Delaware. These provisions do not limit or eliminate our right or the right of
any stockholder of ours to seek non-monetary relief, such as an injunction or
rescission in the event of a breach by a director or an officer of his duty of
care to us. We believe that these provisions will assist us in attracting and
retaining qualified individuals to serve as directors.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On June 18, 2004, we entered into a placement agency agreement with
Casimir Capital, L.P. As compensation for services rendered in connection with
our recent private placement, we paid to Casimir a cash fee equal to 10% of the
aggregate gross proceeds of the private placement, and warrants to purchase the
number of shares of our common stock equal to 10% of the number of shares and
warrants issued to the investors. We are also obligated to pay Casimir a cash
fee equal to 4% of the gross proceeds received by us from each exercise of
warrants granted in our recent private placement upon each exercise (other than
cashless exercises) of these warrants.

In order to induce investors to participate in the private placement, we
entered into the following agreements:

On July 7, 2004, we entered into a letter agreement with Alex Gonzalez,
our chief executive officer, pursuant to which Mr. Gonzalez agreed to contribute
to our capital stock an aggregate of 13,762,122 shares of our common stock. Mr.
Gonzalez is also employed under an employment agreement with us. Under his
employment agreement, Mr. Gonzalez is entitled to receive options to purchase up
to 13,762,122 shares of our common stock. See "Executive
Compensation--Employment Agreements."

On July 7, 2004, we entered into a letter agreement with Joe Chris
Alexander, our vice president of operations, pursuant to which Mr. Alexander
agreed to contribute to our capital stock 883,334 shares of our common stock.
Mr. Alexander is also employed under an employment agreement with us. Under his
employment agreement, Mr. Alexander is entitled to receive options to purchase
up to 883,334 shares of our common stock. See "Executive
Compensation--Employment Agreements."

- 23 -

On July 7, 2004, we entered into a letter agreement with Ronald J.
Marosko, Jr., our vice president of information technology, pursuant to which
Mr. Marosko agreed to contribute to our capital stock 883,334 shares of our
common stock. Mr. Marosko is also employed under an employment agreement with
us. Under his employment agreement, Mr. Marosko is entitled to receive options
to purchase up to 883,334 shares of our common stock. See "Executive
Compensation--Employment Agreements."

Alex Gonzalez, our chief executive officer, has guaranteed a number of our
loans. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations-Liquidity and Capital Resources."

DESCRIPTION OF BUSINESS

CORPORATE STRUCTURE

We were incorporated as a private company on July 7, 1998 in Texas under
the name Partners Alliance Group, Inc.

On January 1, 2001, West-Tex Internet, Inc. contributed its assets to us,
which established us as an Internet service provider. On November 30, 2001, we
acquired Overland Network, Inc., a company engaged in providing dial up and
broadband wireless Internet services in the Trans Pecos region of Texas.

On May 31, 2002, we purchased the assets and operations of Brooks Data
Consultants, Inc. This purchase expanded our Internet Service Provider area and
we also obtained from Brooks Data Consultants a five-year covenant not to
compete, within a 50-mile radius of our operations, including the areas
purchased.

On April 1, 2003, we changed our name to Wireless Frontier Internet, Inc.

On June 1, 2003, we entered into an agreement to purchase all the assets
and assume certain liabilities of Momentum Online Computer Services, Inc. in
exchange for shares of our common stock. This purchase further expanded our
Internet Service Provider area to the Highway 281 corridor, that extends roughly
from south of the Dallas-Fort Worth area to the north of San Antonio. See also
"Litigation."

On June 30, 2003, we entered into an agreement to purchase all the assets
of Kolinek Internet service for shares of our common stock. This purchase
expanded our Internet Service Provider area in the Highway 281 corridor.

On June 30, 2003, we entered into an agreement to purchase all the assets
of Strategic Abstract & Title Corporation in exchange for shares of our common
stock. Strategic Abstract is a title company and the purchase of this company
was primarily for the assets which include three buildings. During the second
quarter of 2004, we determined that the business of Strategic Abstract did not
match our direction. On June 9, 2004, we returned to the former owner of
Strategic Abstract the assets we acquired in this transaction and the former
owner returned the shares of our common stock we issued to him. We also issued
to the former owner warrants to purchase 250,000 shares of our common stock.

On or about July 1, 2003, we acquired all the outstanding shares of US Mex
Communications and West Texas Horizons for shares of our common stock and the
assumption of a promissory note. The acquired company sells phone cards and
provides pay phone services in Southwestern Texas.

On September 30, 2003, we entered into a merger agreement with Fremont
Corporation, a publicly-traded company. Pursuant to the merger agreement, a
wholly owned subsidiary of Fremont, was merged into us, with us being the
surviving corporation. As a result of this transaction, we became a wholly owned
subsidiary of Fremont.

- 24 -

On February 9, 2004, we entered into a stock purchase agreement with the
shareholders of Office Products Incorporated Computed Division in exchange for
shares of our common stock. This purchase has expanded our operations into the
Great Bend, Kansas area.

On March 17, 2004, we acquired assets of BCOM.NET, INC. in exchange for
shares of our common stock. The purchase expanded our reach into southern Texas.

On April 5, 2004, we purchased certain assets and Internet subscribers
from RayTech Internet, Inc. This purchase extended our service to Big Springs,
Texas on Interstate 20.

BUSINESS

We are a wireless broadband Internet service provider located in Fort
Stockton, Texas. In addition, we are a traditional Internet service provider. We
currently provide services to customers in over 100 cities throughout Southwest
Texas and Kansas. Our strategy is to deliver efficient, reliable and cost
effective solutions to bringing high-speed Internet access to rural markets
within the United States. We believe we have positioned ourselves to meet the
Internet access needs of organizations and consumers which require broadband
access to the Internet in their operating areas, but do not have access to cable
or DSL from the traditional service providers.

We offer broadband Internet service through a network of point-to-point
and point-to-multipoint wireless networks. We use terrestrial circuits to
connect the Internet backbone and then distributes the signal through a series
of towers and repeaters to customer premises equipment located at the
subscriber's residence or business. Also, by utilizing the expertise of our
network engineers, we deliver value-added services to our subscribers by
offering network integration services. These services are provided by selling,
installing and maintaining the hardware necessary for virtual private networks,
or "VPN's," Voice over IP, or "VoIP," and data integration services.

STRATEGY

Our business strategy revolves around the need to provide quality wireless
and dial-up Internet access to clients, in the process fully satisfying their
Internet data needs, at a fraction of the time and cost of traditional wire-line
providers. We intend to grow our customer base as rapidly as possible, while
maintaining a higher than average level of service and support for the customers
and their needs. We intend to implement our growth strategy through the
marketing of services and the acquisition of both dial-up and wireless Internet
service providers. In addition, we intend to continue our networking and
telecommunications equipment sales.

Our business focuses on increasing Wi-fi penetration in a greater market
area. Our services are designed and intended to deliver efficient, reliable, and
cost-effective solutions, bringing high-speed Internet access to rural markets
within the United States. We believe that we are in a position to meet the
Internet access needs of Wi-fi consumers. Users in rural areas require broadband
access to the Internet, but often may not have access to cable or digital
subscriber line connections from traditional service providers. These customers
are typically found in cities with less than 150,000 inhabitants in North
America, and in most suburban and semi-rural areas where there are few Internet
access options other than traditional telephone dial-up connections.

Consumers in rural areas desire affordable high-speed Internet access.
Consumer demand in rural areas for faster, broadband transmission speeds has
largely remained unsatisfied because a growing portion of the market has found
itself "priced out" of the "broadband revolution". Especially critical in this
regard has been the ability to deliver broadband content over the "last mile"
(the connection between the Internet backbone and the end-user), which is the
central data bottleneck in telecommunications networks today.

- 25 -

We are focused on providing the solution to the "last mile" problem faced
by traditional wired telecommunications services, namely the ability to build
out a network that provides the level of services demanded by end users. In
medium to small markets, and in areas of the United States with limited or no
existing telecommunications infrastructure, the cost to install or upgrade wired
services to provide the level of access customers expect is prohibitive. We
believe that our fixed wireless Internet access services are faster and less
expensive to deploy than traditional wired services, with a lower cost-per-user
to install, deploy and manage.

Our wireless network services are designed to operate in the license-free
ISM radio spectrum, which facilitates a more rapid and low-cost market
introduction for service providers than for licensed or hardwire solutions. Our
products utilize direct sequence spectrum or DSS communications, which ensures
reliable, secure, low-interference communications.

THE MARKET

The market for our fixed wireless access service is driven by the
worldwide demand for Internet access as well as the increasing demand for high
speed Internet access. Our target market in North America is comprised of cities
with a population of fewer than 150,000, suburban areas of larger cities and
industrial parks. In these markets, our services address the demands of
organizations and consumers who require broadband access to the Internet, but
often do not have access to cable or digital subscriber line connections from
traditional service providers. We believe that the growth of our business will
be driven by the following:

o growth in the number of Internet users world wide;

o growing demand for high speed Internet access;

o scarcity of access technologies that are capable of efficiently and
economically delivering more than 1 Mbps;

o lack of wireline infrastructures; and

o lack of suitable broadband access technologies in rural and suburban
areas in North America.

In meeting these market requirements, we believe our fixed wireless access
service offers the following features:

o instant blanket coverage without digging up streets or leasing
capacity from competitors;

o a pay-as-you-grow deployment model, which allows for lower-cost
market entry (compared to fixed wire or cable based systems) with
incremental costs matched to incremental revenues;

o bandwidth increments that address the requirements of small and
mid-size businesses;

o point-to-multipoint technology allowing for burstable, bandwidth on
demand services, which are specially suited towards a data-centric
environment;

o wireless technology which enables those who do not have access to
copper, coaxial or fiber optic wire to participate in the high-speed
Internet access market;

o significant cost advantages through the use of license-free radio
frequencies; and

o easy to set up, non-line-of-sight modems resulting in further
significant cost savings by avoiding expensive truck rolls to
install customer premise equipment.

- 26 -

Currently, our products operate in the unlicensed spectrum, specifically
900 MHz and 2.4 GHz. We believe that our 900 MHz products in particular could
enjoy wide acceptance because of their non-line-of-sight and easy to set up
features. Deployments that combine business and consumer subscribers can be
shown to offer a viable and profitable business case for service operators.

REGULATION

To date, our technology is deployed in license-free frequency bands. As
such, our products have not been subject to any wireless or transmission
licensing in the United States, Canada and many other jurisdictions worldwide.
Our products are required, however, to be approved by the Federal Communications
Commission for use in the United States, by the Federal Ministry of Industry and
Department of Industry in Canada, for use in Canada, and other regulatory bodies
for use in other jurisdictions, to ensure they meet the rigorous requirements
for use of these bands.

Continued license-free operation will depend upon the continuation of
existing government policy and, while we are not aware of any policy changes
planned or expected, there can be no assurances that we will be able to continue
to operate without a license. License-free operation of our products in the 902
to 928 MHz and the 2.4 GHz bands is subordinate to certain licensed and
unlicensed uses of the bands, and our products must not cause harmful
interference to other equipment operating in the bands and must accept
interference from any of them. If we should be unable to eliminate any such
harmful interference, or should our products be unable to accept interference
caused by others, we or our customers could be required to cease operations in
the bands in the locations affected by the harmful interference. Additionally,
in the event the 902 to 928 MHz or the 2.4 GHz bands becomes unacceptably
crowded, and no additional frequencies are allocated, our business could be
adversely affected.

EMPLOYEES

As of October 12, 2004, we had 38 total employees, all of whom were
full-time employees.

WHERE YOU CAN FIND MORE INFORMATION

We file reports, proxy statements and other documents with the SEC. You
may read and copy any document we file with the SEC at the public reference
facilities the SEC maintains at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549. You may also obtain copies of these materials by
mail from the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms.

The SEC also maintains a web site, the address of which is
http://www.sec.gov. That site also contains our annual, quarterly and special
reports, proxy statements, information statements and other information.

This prospectus is part of a registration statement that we filed with the
SEC. You can obtain a copy of the registration statement from the SEC at any
address listed above or from the SEC's web site.

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 contained elsewhere in this report. This document contains certain
forward-looking statements including, among others, anticipated trends in our
financial condition and results of operations and our business strategy. 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 those set forth in "Risk Factors" above.

- 27 -

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 focuses 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 also focuses 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.

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 anticipates that
it will need to obtain additional capital in the future. Please see discussion
below under "Liquidity and Capital Resources."

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 SIX MONTHS ENDED JUNE 30, 2004 COMPARED TO THE SIX
MONTHS ENDED JUNE 30, 2003.

For the six months ended June 30, 2004 and June 30, 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 ended June 30, 2004 and June 30, 2003,
respectively. The increase in equipment 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 months ended June 30, 2004 and
June 30, 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 six months ended June 30, 2004 for equipment
sales revenue was $519,741 which consists of purchasing equipment and
accessories. The cost of sales for the six months ended June 30, 2004 for
Internet sales was $640,178 which consists of telephone lines, installation
costs, rental costs, and service costs.

- 28 -

The gross profit margin for equipment sales was 27% for the six months
ended June 30, 2004 compared to 26% for the six months ended June 30, 2003. The
gross profit margin for Internet sales was 58% for the six months ended June 30,
2004 compared to 63% for the six months ended June 30, 2003. The higher margin
in the six month gross profit in 2003 is the result of the 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 operations expenses of $2,327,581 for the six months
ended June 30, 2004 compared to $1,122,822 for the six months ended June 30,
2003, a total increase of 107%. The major components of the expenses were as
follows:

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

Advertising and promotion $ 40,573 $ 40,401 0%
Legal and professional 560,045 59,390 842
Auto and travel 131,773 93,977 40
Commissions and contract labor 93,487 83,631 12
Office expenses and supplies 115,697 135,038 (14)
Salary and wages 1,196,718 658,588 82
Utilities 67,085 38,471 74
Amortization and depreciation 527,826 123,689 32

The increase in the Company's expenses for the six 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 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 (iii) 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 $1,925,969 for the six months ended
June 30, 2004 as compared to a net loss of $139,728 for the same period in 2003.
The net loss per share was ($0.03) for the six months ended June 30, 2004 and
earnings per share was $0.0 for the same period in 2003.

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR
ENDED DECEMBER 31, 2002.

For the years ended December 31, 2003 and December 31, 2002, equipment
sales were $1,930,091 and $1,442,901, respectively. Internet service revenue was
$1,769,010 and $653,817 for the twelve months ended December 31, 2003 and
December 31, 2002, respectively. Total sales for the Company grew from
$2,096,718 in 2002 to $3,699,101 in 2003. The overall increase in sales is
primarily from the acquisitions that expanded our customer base. The total gross
profit margin for 2002 was 45% compared to 60% for 2003. This increase in profit
margin reflects some large community network service grants that were recognized
primarily in the second quarter of 2003. This source of revenue was limited and
was approximately $799,000 in 2003 and $122,000 in 2002. Without this revenue
source in both periods, the gross profit margin for 2003 would have been 38.5%,
and for 2002 would have been 39.5%. These normalized margins are consistent
between the two periods.

The Company incurred total operations expenses of $3,425,443 in 2003
compared to $979,793 in 2002, a total increase of 349%. The major components of
the expenses were as follows:

- 29 -

2003 Expenses 2002 Expenses Percentage
------------- ------------- ----------

Advertising and promotion $ 88,269 19,199 459%
Legal and professional 223,468 7,500 2,980
Auto and travel 209,499 58,057 361
Commissions and contract labor 96,591 14,702 657
Office expenses and supplies 228,702 52,967 432
Salary and wages 1,493,952 434,618 344
Taxes 259,325 68,509 379
Utilities 119,957 39,885 301
Amortization and depreciation 520,318 155,754 334

The substantial increases in costs of operations of 349% compares to
substantial increases in gross profit of 234% over prior year. The increase in
the Company's expenses in 2003 compared to the same period in 2002 was primarily
due to (i) an increase in legal and professional fees due to the Company's
merger with Fremont; (ii) an increase in auto and travel expenses due to the
Company seeking to acquire other companies and servicing and supporting new
territories we acquired; and (iii) an increase in salaries and wages due to the
hiring of additional staff to support the Company's acquisition of additional
companies and to promote the growth of those companies. Taxes, amortization and
depreciation expenses have increased due to the purchase of fixed assets and
intangible costs from acquisitions.

The Company sustained a net loss of $711,264 in 2003 after other income of
$488,704) as compared to a net loss of $21,739 in 2002 (after other income of
$8,070). Other income of $488,704 in 2003 was forgiveness of debt pursuant to
the merger agreement with Fremont Corporation. The net loss per share was $.03
in 2003 and the loss was nominal per share in 2002.

RESULTS OF OPERATION FOR THE YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED
DECEMBER 31, 2001

For the years ended December 31, 2002 and December 31, 2001, equipment
sales were $1,442,901 and $1,107,164, respectively. Internet service revenue was
$653,817 and $230,239 for the twelve months ended December 31, 2002 and December
31, 2001, respectively. Total sales for the Company grew from $1,337,403 in 2001
to $2,096,718 in 2002. The overall increase in sales is primarily from the
acquisitions that expanded our customer base. The total gross profit margin for
2001 was 33% compared to 45% for 2002. This overall increase in profit margin is
due to higher margins of 40% in 2002 equipment sales than in 2001 of 24%. The
margins from equipment sales represent 61% of the total gross margins in both
periods. The gross profit margin from Internet services declined to 57% in 2002
from 74% in 2001 due to an increased commitment to telephone circuits as the
Company grew its Internet infrastructure.

The Company incurred total operations expenses of $979,793 in 2002
compared to $610,100 in 2001, a total increase of 61%. The major components of
the expenses were as follows:

General and Administrative Expenses:

Percentage
2002 Expenses 2001 Expenses Change
------------- ------------- ----------
Advertising and promotion $ 19,199 $ 7,406 159%
Auto and travel 58,057 41,850 39
Commissions and contract labor 14,702 69,692 (374)
Office expenses and supplies 52,967 25,213 110
Insurance 23,732 16,570 43
Interest 55,188 22,938 141
Salary and wages 434,618 187,001 132
Utilities 39,885 20,893 91
Amortization and depreciation 155,754 114,656 36

- 30 -

The increase in the Company's expenses for the year ended December 31,
2002 compared to the same period in 2001 was primarily due to (i) an increase in
travel expenses related to attracting more customers and acquisition candidates;
(ii) an increase in office expenses related to the growth in the number of
personnel over the past 12 months; (iii) an increase in interest expense from
loans used to buy equipment; (iv) salaries and wages due to the hiring of
additional staff and from the Company's acquisition of additional companies; and
(v) the increase of the depreciation and amortization costs with the Company's
acquisitions.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents at June 30, 2004 were $86,602 compared to
$226,324 as at December 31, 2003, a decrease of $139,722. The Company did not
have a positive working capital during this period and was actively seeking
financing.

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. Total
debt at June 30 was as follows:

2004
----------
Debt $2,995,175
Less Current portion 2,286,710
----------

Long-term debt $ 708,465
==========

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 $0.10 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 $0.10 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. In return, we agreed to reduce the
conversion price of the debentures to $0.05 per share and to reduce the exercise
price of their warrants to $0.05 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.

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 and July 12, 2004.
These officers are also entitled to receive 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.

The Company has not generated cash flow from operations and the Company
anticipates that it will need to obtain additional capital in the future. If the
need arises, the Company 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. The Company may also be
required to raise additional capital in public and private equity markets. The
Company's ability to raise additional capital in public and private markets will
depend primarily upon prevailing market conditions and the demand for its
products and services. No assurance can be given that the Company will be able
to raise additional capital, when needed or at all, or that such capital, if
available, will be on terms acceptable to it. The Company's continuation as a
going concern depends on its ability to obtain additional sources of capital and
financing. Please review "Note 5. - Debt" to the financial statements in this
filing for a discussion of the Company's debt.

- 31 -

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.

Cash used in operations for the year ended December 31, 2003 was
$1,244,989 compared to $19,497 generated from operations for the year ended
December 31, 2002. The primary reason for the reduced level of cash generation
in 2003 was due to losses(6) and implementation of new services during 2003.

Working capital as at December 31, 2003 decreased to a deficit of $851,004
from $1,294 as at December 31, 2002. The decrease in working capital was due
primarily to the ramp-up of services and the acceleration of business activity
in 2003.

In 2003, the Company sold 8,997,894 shares of Common stock for $1,276,532.
The original number of shares sold was 899,789. The sales were renegotiated in
January 2004 to 8,997,894 shares.

LINES OF CREDIT

On November 14, 2002, the Company entered into a Line of Credit Agreement
with a local bank for $170,000 due June 4, 2004. 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; the maturity date was revised to be June 19, 2004 and the interest rate
was revised to be 8.5%. [The Company believes that this note has been renewed.]
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 the Company under
this agreement was $55,656.

NOTES PAYABLE

In connection with the Momentum acquisition, on April 1, 2003 the Company
entered into a loan agreement with an individual and shareholder for $59,250 for
working capital funds advance to the Momentum since inception. The loan is due
on demand with an 8% interest rate. Accruing interest is due monthly. The note
is unsecured. The balance due at June 30, 2004 was $54,885. The Company is
unsure of the status of this note due to the ongoing litigation with Momentum.

On December 18, 2003, the Company entered into a loan agreement with a
Bank for $353,279. The interest rate varies at two 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. This note was renewed on
September 24, 2004 for six months.

On February 9, 2004, the Company entered into a stock purchase agreement
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. At June 30,
2004, the balance outstanding under this agreement was $373,252. On February 9,
2004, the Company agreed to repay $350,620 over time. The Company paid $90,000
on the agreement date and will pay $20,000 per month plus simple interest of
10%.

- 32 -

LONG-TERM DEBT

On May 30, 2002, the Company entered into a loan agreement with a local
bank for $469,073. The loan calls for 24 monthly payments of $7,000, followed by
47 monthly payments of $8,500 and 1 payment of $11,603. All payments include
interest at 6.75%, which varies with the Wall Street Journal Prime Rate. The
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 outstanding 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. At June 30, 2004, the
balance 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.
At June 30, 2004, the balance 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. At
June 30, 2004, the balance 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.
At June 30, 2004, the balance outstanding 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.
At June 30, 2004, the balance 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.
At June 30, 2004, the balance 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. At June 30, 2004, the balance 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. At
June 30, 2004, the balance outstanding under this agreement was $32,471.

- 33 -

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. At June 30, 2004, the balance 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. At
June 30, 2004, the balance outstanding under this agreement was $2,569.

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

Year ending Maturities on Future Minimum
December 31, long-term debt Lease Payments

2004 $2,349,649 $79,494
2005 223,047 65,094
2006 153,877 56,994
2007 143,252 56,994
2008 125,350 56,994
Thereafter 0 28,497

OFF-BALANCE SHEET ARRANGEMENTS

We currently have no off-balance sheet arrangements.

DESCRIPTION OF PROPERTY

We lease 2,700 square feet of office and light warehouse space in Fort
Stockton, Texas under a lease that expires on December 31, 2004. The annual rent
for this property is $9,000. We also lease 400 square feet of office space in
Alpine, Texas under a lease that expires on February 28, 2008. The annual rent
for this property is $8,100.

We own a 2,000 square foot building in Fort Stockton, Texas which we use
for our corporate offices.

All of the above properties or leases are used for our operations.

MARKET FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS

MARKET

Our common stock is traded in the over-the-counter market under the symbol
"WFRI.PK" (Pink Sheets). The table below sets forth the high and low price

- 34 -

information for our common stock for the three months ended on the dates
indicated. Such prices are inter-dealer prices, without mark-up, mark-down or
commission and may not represent actual transactions. The full prices have been
adjusted to reflect all stock splits effected prior to the date this prospectus
is filed with the Securities and Exchange Commission.

High Low
---- ---
June 30, 2004 $1.50 $0.14
March 31, 2004 $0.90 $0.13
December 31, 2003 $0.60 $0.165
September 30, 2003 $0.75 $0.0005
June 30, 2003 * *
March 31, 2003 * *
December 31, 2002 * *
September 30, 2002 * *
June 30, 2002 * *
March 31, 2002 * *

- ----------------------------
* (No reliable data is available from Pink Sheet reports due to the
inactivity of the stock during this period.)

As of October 12, 2004, there were approximately 2,726 holders of
record of our common stock.

DIVIDENDS

We have neither declared nor paid any cash dividends on our common stock
during the last two fiscal years, and it is not anticipated that any such
dividend will be declared or paid in the foreseeable future. Any payment of
dividends in the future will depend upon the amount of funds legally available
and is contingent upon our earnings, financial condition, capital requirements,
and other factors which our board of directors deem relevant.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table summarizes the compensation earned by or paid to the
Named Executive Officers for services rendered in all capacities during the
fiscal years ended December 31, 2003, 2002 and 2001.

- ----------------------------------------------------------------------------------------------------------
NAME AND SALARY BONUS ALL OTHER
PRINCIPAL POSITION YEAR ($) ($) COMPENSATION

Alex Gonzalez, Chairman & 2003 $139,119 0 0
Chief Executive Officer 2002 $91,750 0 0
2001 $50,176 0 0

Jasper Knabb, President & Director 2003 $96,808 $100,000 0
2002 0 0 0
2001 0 0 0
- ----------------------------------------------------------------------------------------------------------

- 35 -

DIRECTOR COMPENSATION

We do not have any arrangements to provide compensation to our directors.
During the last fiscal year we have not compensated any of our directors.

EMPLOYMENT AGREEMENTS

Alex J. Gonzalez Employment Agreement. Alex J. Gonzalez, our chief
executive officer, is employed under an employment agreement dated as of June 7,
2004, and effective as of January 1, 2004. The agreement has a three-year term
from the date of the agreement with an automatic three-year renewal, unless
terminated prior to the renewal date.

Under his employment agreement, Mr. Gonzalez receives a base salary of
$150,000 per year, which he may, at his option, defer, in which case the base
salary will accrue interest at prime plus 1%. Mr. Gonzalez has the option to
convert any or all of his base salary and accrued interest in a cash lump sum
payment, or may accept payment in our common stock at a conversion rate of one
hundred ten percent (110%) of the average closing bid of our common stock during
the immediately preceding month. In addition, Mr. Gonzalez is entitled to
receive options to purchase up to 13,762,122 shares of our common stock. These
options will be exercisable in approximately equal installments over a four-year
period 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. Mr.
Gonzalez is also eligible for annual cash bonuses as awarded by our board of
directors.

Mr. Gonzalez also has the right to participate, on the same basis as
similarly situated employees, in our stock option plan if we choose to adopt
one, as well as other company benefit programs. We have agreed to provide Mr.
Gonzalez a full benefits package, including family medical insurance, employee
disability and life insurance coverage of $1,000,000, with beneficiaries to be
determined by Mr. Gonzalez.

In the event that Mr. Gonzalez's employment is terminated (a) on his
death; (b) by us for cause; (c) by us upon a material change in his status; (d)
in the event of his disability; or (e) by him for "good cause," the following
terms shall apply. On his death, Mr. Gonzalez will be entitled to receive his
base salary through the date of death, and all other compensation and benefits
then due and owing. In addition, all stock options, warrants and bonus stock
will vest. Mr. Gonzalez's surviving heirs will also receive death benefits equal
to fifty percent (50%) of his base salary as of the date of death, for the next
thirty-six (36) months. If we terminate Mr. Gonzalez for cause, he will be
entitled to receive all compensation due and owing through the last day actually
worked, plus an amount equal to the base salary (less any amounts actually
paid), and all other compensation then due and owing. If we terminate Mr.
Gonzalez because either he is no longer an executive officer or we wind up our
affairs or sell all or substantially all of our assets, Mr. Gonzalez will be
entitled to receive his base salary, and all other compensation and benefits due
and owing through the last day actually worked and one hundred thousand dollars
($100,000) in cash or tradable shares of our common stock. In addition, in lieu
of liquidated damages, Mr. Gonzalez will receive his effective base salary for
twenty-four (24) months following the date of termination, and his options and
warrants will vest immediately. In the event of Mr. Gonzalez's disability, he
will be entitled to receive all of his base salary, other compensation and
benefits due and owing through the last day actually worked and disability
benefits equal to fifty percent (50%) of his base salary, for the next
thirty-six (36) month period or until he returns to work. If Mr. Gonzalez
terminates his employment for "good cause," he will be entitled to receive
amounts equal to his base salary and other compensation and benefits due and
owing through the last day actually worked and one hundred thousand dollars
($100,000) in cash or tradable shares of our common stock. In addition, in lieu
of liquidated damages, Mr. Gonzalez will receive his effective base salary for
twenty-four (24) months following the date of termination, and his options and
warrants will vest immediately.

Kelly E. Simmons Employment Agreement. Kelly E. Simmons, our senior vice
president and chief financial officer, is employed under an employment agreement
dated as of May 26, 2004. The agreement has a one-year term from the date of the
agreement with an automatic one-year renewal, unless terminated prior to the
renewal date.

- 36 -

Under his employment agreement, Mr. Simmons receives a base salary of
$150,000 per year, which he may, at his option, defer, in which case the base
salary will accrue interest at prime plus 1%. His base salary is subject to
adjustment based on the awards granted to other executive officers of the
company. Mr. Simmons has the option to convert any or all of his base salary and
accrued interest to our common stock at a conversion rate of eighty percent
(80%) of the average closing bid of our common stock during the immediately
preceding month.

Mr. Simmons is eligible for a bonus in an amount to be determined by our
board of directors, with a minimum amount of $50,000 per year. For the year
2004, Mr. Simmons is eligible to receive a bonus equal to 1% of any capital
funds raised, with a maximum amount of $55,000. In addition, Mr. Simmons is
entitled to receive warrants to purchase up to 500,000 shares of our common
stock, at an exercise price equal to $0.25 per share and an expiration date of
five years from their respective vesting dates. These warrants became
exercisable as follows: (i) warrants to purchase up to 50,000 shares became
exercisable upon execution of the employment agreement; (ii) warrants to
purchase up to 200,000 shares became exercisable upon completion of 90 days of
employment; and (iii) warrants to purchase up to 250,000 shares became
exercisable upon the completion of our first fund raise following the date of
his agreement. As of September 14, 2004, all of the warrants became exercisable.

Mr. Simmons also has the right to participate, on the same basis as
similarly situated employees, in our stock option plan if we choose to adopt
one, as well as other company benefit programs. We have agreed to provide Mr.
Simmons with a full benefits package, including family medical insurance
coverage.

In the event that Mr. Simmons's employment is terminated (a) on his death;
(b) by us for cause; or (c) in the event of his disability, the following terms
shall apply. On his death, Mr. Simmons will be entitled to receive his base
salary through the date of death, and all other compensation and benefits then
due and owing. In addition, all stock options, warrants, restricted and bonus
stock will vest. Mr. Simmons's surviving heirs will also receive death benefits
equal to fifty percent (50%) of his base salary as of the date of death, for the
next twelve (12) months. If we terminate Mr. Simmons for cause, he will be
entitled to receive all compensation then due and owing. In the event of Mr.
Simmons's disability, he will be entitled to receive his base salary, and all
other compensation and benefits due and owing through the last day actually
worked as well as an amount equal to fifty percent (50%) of his base salary for
the next twelve (12) months.

- 37 -

FINANCIAL STATEMENTS

Report of Independent Auditors F-2

Consolidated Balance Sheet as of December 31, 2003 and 2002 F-3

Consolidated Income Statement for the years ended December 31, 2003 and
2002 F-5

Consolidated Statement of Changes in Stockholders' Equity for the years
ended December 31, 2003 and 2002 F-6

Consolidated Statement of Cash Flows for the years ended
December 31, 2003 and 2002 F-7

Notes to Financial Statements F-8

Condensed Consolidated Balance Sheet as of June 30, 2004
and December 31, 2003 F-25

Condensed Consolidated Statement of Operations
for the three and six months ended June 30, 2004 and 2003 F-26

Condensed Consolidated Statements of Cash Flows
for the six months ended June 30, 2004 and 2003 F-27

Consolidated Statement of Changes in Stockholders' Equity
for the period ended June 30, 2004 F-28

Notes to Condensed Consolidated Financial Statements F-29

F-1

POLLARD-KELLEY AUDITING SERVICES, INC.
AUDITING SERVICES
3250 WEST MARKET ST, SUITE 307
FAIRLAWN, OH 44333 330-864-2265

Wireless Frontier Internet, Inc. and Subsidiary
Fort Stockton, Texas

We have audited the Consolidated Balance Sheet of Wireless Frontier Internet,
Inc. and Subsidiary as of December 31, 2003 and 2002 and the related
Consolidated Statements of Income, Changes in Stockholders' Equity, and Cash
Flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on those financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. Audits include examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Audits also include assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, based on our audits, the financial statements referenced above
present fairly, in all material respects, the financial position of Wireless
Frontier Internet, Inc and Subsidiary as of December 31, 2003 and 2002, and the
results of their operations and their cash flows for the years then ended, in
conformity with generally accepted accounting principles accepted in the United
States of America.

As discussed in Note 10 to the consolidated financial statements, the Momentum
acquisition is currently in litigation. The ultimate outcome of the litigation
cannot presently be determined. Accordingly, no liabilities or losses that may
result upon adjudication have been recognized in the accompanying financial
statements.

/s/Terance L. Kelley
Terance L. Kelley
Certified Public Accountant
Fairlawn, Ohio
February 7, 2004

F-2

WIRELESS FRONTIER INTERNET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2003 AND 2002

ASSETS

2003 2002
----------- -----------
CURRENT ASSETS
Cash $ 226,324 $ 188,990
Accounts receivable 252,615 136,824
Inventories 171,477 59,615
Prepaid expenses 2,525 --
----------- -----------

Total Current Assets 652,941 385,429

FIXED ASSETS
Buildings 375,000 --
Equipment 2,086,873 621,079
Vehicles 513,310 47,520
----------- -----------
2,975,183 668,599
Less: Accumulated depreciation (596,577) (233,610)
----------- -----------
2,378,606 434,989

OTHER ASSETS
Goodwill 3,680,438 505,966
Covenants not to compete 10,000 10,000
----------- -----------
3,690,438 515,966
Less: Accumulated amortization (181,194) (37,307)
----------- -----------
3,509,244 478,659
Shareholder receivables -- 15,779
----------- -----------
3,509,244 494,438
----------- -----------

Total Assets $ 6,540,791 $ 1,314,856
=========== ===========

See accompanying notes and accountant's report.

F-3

WIRELESS FRONTIER INTERNET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2003 AND 2002

LIABILITIES AND STOCKHOLDERS' EQUITY

2003 2002
----------- -----------
CURRENT LIABILITIES
Line of credits $ 225,656 $ 246,110
Current portion of long - term debt 147,730 75,041
Notes payable 458,165 --
Accounts payable 627,384 27,084
Accrued payroll 28,106 17,675
Accrued interest 1,924 5,451
Accrued taxes 14,980 12,774
----------- -----------

Total Current Liabilities 1,503,945 384,135

LONG - TERM DEBT
Long - term debt 616,772 485,877

STOCKHOLDERS' EQUITY
Common stock 100,000,000 shares authorized
31,112,816 and 14,906,000 shares
outstanding end of 2003 and 2002
respectively, par value $.001 per share 31,113 14,906
Additional contributed capital 5,868,468 650,410
Retained deficit (1,474,747) (220,472)
Treasury stock (4,760) --
----------- -----------
4,420,074 444,844
----------- -----------

Total Liabilities and Stockholders' Equity $ 6,540,791 $ 1,314,856
=========== ===========

See accompanying notes and accountant's report.

F-4

WIRELESS FRONTIER INTERNET, INC.
CONSOLIDATED INCOME STATEMENT
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

2003 2002
------------ ------------

REVENUES
Equipment Sales
Revenues $ 1,930,091 $ 1,442,901
Cost of sales 484,757 865,201
------------ ------------
Gross profit equipment sales 1,445,334 577,700
Internet service
Revenues 1,769,010 653,817
Cost of sales 989,869 281,533
------------ ------------
Gross profit internet sales 779,141 372,284
------------ ------------

TOTAL GROSS PROFIT 2,224,475 949,984

GENERAL AND ADMINISTRATIVE
Advertising and promotion 88,269 19,199
Amortization and depreciation 520,318 155,754
Legal and professional 223,468 7,500
Auto and travel 209,499 58,057
Commissions and contract labor 96,591 14,702
Office expenses and supplies 228,702 52,967
Insurance 48,658 23,732
Interest 71,081 55,188
Rent 43,878 44,453
Repairs and maintenance 20,745 5,229
Salary and wages 1,493,952 434,618
Taxes 259,325 68,509
Utilities 119,957 39,885
------------ ------------
3,424,443 979,793
------------ ------------
LOSS FROM OPERATIONS (1,199,968) (29,809)
Other income 488,704 8,070
------------ ------------

NET INCOME/(LOSS) $ (711,264) $ (21,739)
============ ============

Average shares outstanding 21,647,297 14,906,000
Earnings/(Loss) per share $ (0.03) $ --

See accompanying notes and accountant's report.

F-5

WIRELESS FRONTIER INTERNET, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

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

BALANCE January 1, 2002 7,453,000 $ 1,000 $ 664,316 $ (198,733) $ -- $ 466,583

Net Loss for 2002 -- -- -- (21,739) -- (21,739)
---------- ----------- ----------- ----------- ----------- -----------
BALANCE December 31, 2002 7,453,000 $ 1,000 $ 664,316 $ (220,472) $ -- $ 444,844

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

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

Acquisitions
Kolinek acquisition 140,240 140 41,932 -- -- 42,072
Strategic Abstract acquisition 2,096,653 2,097 678,503 -- -- 680,600
Momuntum acquisition 767,552 768 2,620,642 -- -- 2,621,410
US Mex -West Texas acquisition 1,103,320 1,103 329,893 -- -- 330,996
Xramp 165,000 165 164,835 -- -- 165,000

Merger with Fremont Corporation 5,861,900 5,862 -- (543,011) (4,760) (541,909)
Debt exchanged for stock in merger 448,204 448 110,220 -- -- 110,668
Services in connection with merger 1,125,000 1,125 -- -- -- 1,125

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

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

See accompanying notes and accountant's report.

F-6

WIRELESS FRONTIER INTERNET, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

2003 2002
----------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the three months $ (711,264) $ (21,739)
Adjustments to reconcile net earnings to net
cash provided (used) by operating activities:
Depreciation 376,431 125,964
Amortization 143,887 29,790
(Loss) on sale of assets (5,793) --
(Less) Forgiveness of debt in Merger (426,751) --
Stock issued for services 1,525 --
Changes in Current assets and liabilities:
Decrease (Increase) in Accounts receivable 2,189 (101,406)
Decrease (Increase) in Inventories (85,145) (59,615)
Decrease (Increase) in Prepaid expenses (2,525) --
Increase (Decrease) in Accounts payable 495,415 26,747
Increase in Accrued payroll 8,489 9,752
Increase (Decrease) in Accrued interest (27,704) 3,464
Increase (Decrease) in Accrued taxes (13,743) 6,540
----------- ----------
NET CASH (USED) BY OPERATING ACTIVITIES (244,989) 19,497
----------- ----------

CASH FLOWS FROM INVESTING ACTIVITIES
Decrease/(Increase) in Shareholder receivables 15,779 (4,100)
Purchase of Goodwill -- (222,875)
Purchase of Covenant not to compete -- (5,000)
Purchase of Fixed assets (1,506,871) (81,247)
----------- ----------
NET CASH PROVIDED (USED) BY INVESTING
ACTIVITIES (1,491,092) (313,222)
----------- ----------

CASH FLOWS FROM FINANCING ACTIVITIES
Sale of Common stock 1,276,536 --
Borrowings on Lines of Credit 245,000 178,414
(Payments) on Line of credit - net (324,875) --
Borrowings on Notes Payable 403,279 --
Increase in Long - term debt 478,554 457,975
Payments on Long - term debt (333,557) (248,005)
----------- ----------
NET CASH USED BY FINANCING ACTIVITIES 1,744,937 388,384
----------- ----------

NET INCREASE (DECREASE) IN CASH 8,856 94,659
CASH AT BEGINNING OF PERIOD 188,990 94,331
CASH ACQUIRED FROM MOMENTUM 12,053
CASH ACQUIRED FROM STRATEGIC 16,425 --
----------- ----------
CASH AT END OF PERIOD $ 226,324 $ 188,990
=========== ==========

See accompanying notes and accountant's report.

F-7

WIRELESS FRONTIER INTERNET, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

December 31, 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

HISTORY

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

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

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

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

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

On May 28, 2003 the stockholders of the Company exchanged all the outstanding
shares of the Company for 7,453,000 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.

F-8

WIRELESS FRONTIER INTERNET, INC.
NOTES TO FINANCIAL STATEMENTS

December 31, 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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.

On June 30, 2003, the Company entered into an agreement to purchase all the
assets of Kolinek Internet service for 140,240 shares of common stock. The
acquisition was valued at $42,072. The original agreement called for a purchase
price of 7,012 shares of common stock. The acquisition was renegotiated in
December 2003 to 140,240 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 2,096,653 shares
of common stock valued at $680,600. The original agreement called for a purchase
price of 104,166 shares of common stock. The acquisition was renegotiated in
January 2004 to 2,096,653 shares. This purchase added three commercial buildings
valued at $285,000 and the assets and business of Strategic Abstract & Title
Corporation.

On or about July 1, 2003, the Company acquired all the outstanding shares of US
Mex Communications and West Texas Horizons for 1,103,320 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 55,166 shares of common stock. The
acquisition was renegotiated in January 2004 to 1,103,320 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). The corporations are now inactive subsidiaries at
December 31, 2003.

F-9

WIRELESS FRONTIER INTERNET, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

December 31, 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Fremont of the 661,654 shares of common stock held by Million, the cancellation
of Million's warrant to purchase 2,000,000 shares of common stock and the
forgiveness of all sums owed by Fremont to Million. This combination was treated
as a reverse merger whereby the acquired company is treated as the acquiring
company for accounting purposes. Also, in connection with this transaction the
Company recognized $426,751 as Other income in the third quarter of 2003 as
forgiveness of debt.

On September 30, 2003 the Company entered into an Asset Purchase Agreement with
Limited Liability Partnership to purchase certain assets and Internet
subscribers of the Partnership. The purchase price was 165,000 shares of the
Company's common stock and a note for $50,000. The shares are to be issued April
16, 2004. The actual number of shares to be issued is based on the trading price
of Company's stock on that date.

On February 9, 2004 the Company entered into an Agreement for Purchase and Sale
of Stock with all the shareholders of Office Products Incorporated Computed
Division, a Kansas Corporation for $1,295,434. Payment is to be made in common
stock based on the price of the Company's stock on the day of payment. However
the stock shall not be valued at a price greater than $. 75 per share. This
agreement is effective January 1, 2004 and payment is to be made no later than
May 9, 2004. See subsequence events footnote. The agreement will expand the
Company's operations into the Great Bend, Kansas area.

As of December 31, 2003 the Company was a Wireless Internet Service Provider in
southwest Texas, providing both wireless and dial-up services in addition to the
equipment sales.

Cash and Cash Equivalents

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

Cash paid during the six months for:

2003
----

Interest $74,608
Income taxes -0-

F-10

WIRELESS FRONTIER INTERNET, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

December 31, 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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's net operating
loss-carry forward at December 31, 2003 is approximately $890,000.

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

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

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.

F-11

WIRELESS FRONTIER INTERNET, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

December 31, 2003

NOTE -2 FIXED ASSETS

Fixed assets are summarized by major classifications as follows:

December 31, 2003 2002
----------- -----------
Buildings $ 375,000 $ 0
Equipment 2,068,873 621,079
Vehicles 513,310 47,520
----------- -----------
2,975,183 668,599
Accumulated Depreciation (596,577) (233,610)
----------- -----------
$ 2,378,606 $ 434,989
=========== ===========

Depreciation expense for the years ended December 31, 2003 and 2002 was $376,431
and $125,964 respectively.

NOTE 3 - GOODWILL AND COVENANTS NOT TO COMPETE

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

December 31, 2003 2002
----------- -----------
Goodwill $ 3,680,438 $ 505,996
Covenants not to compete 10,000 10,000
----------- -----------
3,690,438 515,996
Less: Accumulated amortization (181,194) (37,307)
----------- -----------
$ 3,509,244 $ 478,659
=========== ===========

Amortization expense for the years ended December 31, 2003 and 2002 was $143,887
and $125,964 respectively.

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

2004 $247,851
2005 $246,323
2006 $246,323
2007 $245,750
2008 $245,323

F-12

WIRELESS FRONTIER INTERNET, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

December 31, 2003

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 767,552 shares of common stock valued at $2,621,410. The original agreement
called for a purchase price of 436, 856 shares. The acquisition was renegotiated
in December to 767,552 shares. This purchase expanded the Company's Internet
Service Provider area to the Highway 281 of Texas corridor, which extends
roughly from south of the Dallas, Fort Worth area to the north of San Antonio.
The Company is presently involved in a lawsuit and other legal matters with the
former owner of Momentum over the agreement and ownership of the assets
purchased on June 1, 2003. See litigation footnote.

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

Assets Acquired:
Goodwill - Internet
Subscribers $42,072

F-13

WIRELESS FRONTIER INTERNET, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

December 31, 2003

NOTE 4 - ACQUISITIONS - CONTINUED

Assets Acquired:

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

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
========

F-14

WIRELESS FRONTIER INTERNET, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

December 31, 2003

NOTE 4 - ACQUISITIONS - CONTINUED

Assets Acquired:

Equipment and furniture $ 46,950
Goodwill - Internet
Subscribers 168,050
--------
Total $215,000
Liabilities Assumed:
Note payable $ 50,000
========

NOTE 5 - NOTES PAYABLE

Lines of Credit:

On November 14, 2002, the Company entered into a Line of Credit Agreement with a
local bank for $175,000 due March 7, 2004. The interest rate is 6. 75%. The loan
is secured by all accounts and other rights to payments, inventories, equipment,
instruments and chattel paper, general intangibles, documents, and deposit
accounts owned by the Company. The majority shareholder and officer of the
Company also guarantee the loan. The balance due at December 31, 2003 was
$170,000.

On June 1, 2003 in connection with the acquisition of Momentum the Company
assumed a Line of Credit Agreement dated November 11, 2002 with a local bank for
$75,000 payable on demand and if no demand is made, then on November 22, 2003.
The note is in default and is part of the Bankruptcy proceedings and litigation
with the former owner of Momentum. See litigation footnote. The interest rate is
9%. 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 December 31, 2003 the balance outstanding under this
agreement was $55,656.

F-15

WIRELESS FRONTIER INTERNET, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

December 31, 2003

NOTE 5 - NOTES PAYABLE - CONTINUED

Notes Payable:

On September 30, 2003 as part of the Xramp agreement the Company agreed to pay
$50,000. The agreement carries no stated rate of interest and is to be paid by
April 16, 2004.

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 December 31, 2003 was 6%. The Note is due March 18,
2004. The note is secured by all vehicles, office equipment, accounts
receivable, telephone equipment and all other assets. At December 31, 2003 the
balance outstanding under this agreement was $353,279.

Long - Term Debt:

On June 15, 2001, the Company entered into a loan agreement with Fort Stockton
Development Corporation for $50,000. The interest rate is 3% and is due in full
on June 15, 2004. The loan will be forgiven in proportion to the number of full
time jobs created at a ratio of $2,000 per full time job. Furniture, fixtures
and equipment secure the note. To date the Company has added over 20 full time
jobs under this agreement. In the second quarter of 2003 the Company met the
requirements for complete forgiveness of this loan. Accordingly the balance
outstanding was written off to Other income during 2003. At December 31, 2003
the balance outstanding under this agreement was $0

On June 29, 2001, the Company entered into a loan agreement with a local bank
for $27,000. The initial interest rate on the loan was 9% that varied with the
Wall Street Journal Prime Rate. The rate at December 31, 2002 was 6. 25%. The
loan calls for 60 monthly payments of $563 including interest. The loan is
unsecured, however the bank has the right of offset in all the Company's
accounts with the lender. The loan was paid in full in 2003 as part of the
December 18, 2003 note payable negotiations. At December 31, 2003 the balance
outstanding under this agreement was $0.

On September 4, 2001, the Company entered into a loan agreement with a local
bank for $40,000. The interest rate is 8%. The loan calls for 60 monthly
payments of $813

F-16

WIRELESS FRONTIER INTERNET, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

December 31, 2003

NOTE 5 - NOTES PAYABLE-CONTINUED

including interest. The vehicle purchased secures the loan. This loan was paid
off during the 2003, in connection with its assumption in a vehicle purchase, by
one of the Company's employees. At December 31, 2003 the balance outstanding
under this agreement was $0.

On April 15, 2002, the Company entered into a loan agreement with a local bank
for $16,350. The loan calls for monthly payments of $621 including interest. The
initial interest was 6. 75%, which varies with the Wall Street Journal Prime
Rate. The rate at December 31, 2002 was 6. 25%. The loan is unsecured, however
the bank has the right of offset in all the Company's accounts with the lender.
The loan was paid in full in 2003 as part of the December 18, 2003 note payable
negotiations. At December 31, 2003 the balance outstanding under this agreement
was $0.

On May 30, 2002, the Company entered into a loan agreement with a local bank for
$469,073. The loan calls for 24 monthly payments of $7,000, followed by 47
monthly payments of $8,500 and 1 payment of $11,603. All payments include
interest at 6. 75%, which varies with the Wall Street Journal Prime Rate. The
interest rate at December 31, 2002 was 6. 25%. The loan is secured by all
equipment, accounts receivable, and inventories whether now owned or hereafter
acquired, wherever located. Certain shareholders and officers of the Company
also guarantee the loan. The balance due at December 31, 2003 was $387,580.

On January 8, 2003, the Company entered into a loan agreement with a local bank
for $14,500. The loan calls for 30 monthly payments of $532 including interest.
The initial interest was 7. 5%, which varies with Wall Street Journal Prime
Rate. The loan is secured by the vehicle purchased. Certain shareholders and
officers of the Company also guarantee the loan. The loan was paid in full in
2003 as part of the December 18, 2003 note payable negotiations. At December 31,
2003 the balance outstanding under this agreement was $0.

On April 15, 2003, the Company entered into a loan agreement with a local bank
for $88,340. The loan calls for 60 monthly payments of $1,566 plus interest. The
initial interest was 6. 75%, which varies with the Wall Street Journal Prime
Rate. The loan is secured by the installation vehicles purchased. The majority
shareholder and an officer of the Company also guarantee the loan. The balance
at December 31, 2003 outstanding under this agreement was $80,563.

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

F-17

WIRELESS FRONTIER INTERNET, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

December 31, 2003

NOTE 5 - NOTES PAYABLE-CONTINUED

loan is secured by the vehicle purchased. The majority shareholder and an
officer of the Company also guarantee the loan. The balance at December 31, 2003
outstanding under this agreement was $24,608.

On April 21, 2003, the Company entered into a loan agreement with a local Credit
Union for $35,402. The loan calls for 70 monthly payments of $504 plus interest
at 6. 75%. The loan is secured by the installation vehicle purchased. The
majority shareholder and an officer of the Company also guarantee the loan. The
balance at December 31, 2003 outstanding under this agreement was $31,581. 71.

On April 21, 2003, the Company entered into a loan agreement with a bank for
$38,702. The loan calls for 60 monthly payments of $645 plus interest at 6. 25%.
The loan is secured by the installation vehicle purchased. The majority
shareholder and an officer of the Company also guarantee the loan. The balance
at December 31, 2003 outstanding under this agreement was $35,299.

On April 21, 2003, the Company entered into a loan agreement with a bank for
$35,402. The loan calls for 62 monthly payments of $571 plus interest at 6. 25%.
The loan is secured by the installation vehicle purchased. The majority
shareholder and an officer of the Company also guarantee the loan. The balance
at December 31, 2003 outstanding under this agreement was $32,134.

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 theinstallation vehicle purchased. The employee of the Company is still
liable for the loan. The balance at December 31, 2003 outstanding under this
agreement was $25,906.

On May 1, 2003, the Company entered into a loan agreement with a Finance Company
for $40,546. The loan calls for 60 monthly payments of $676 plus interest at 0%.
The loan is secured by the installation vehicle purchased. The majority
shareholder and an officer of the Company also guarantee the loan. The balance
at December 31, 2003 outstanding under this agreement was $35,140.

On May 27, 2003, the Company entered into a loan agreement with a local bank for
$40,768. The loan calls for 60 monthly payments of $807 including interest at 7.
0%. The loan is secured by the installation vehicle purchased. The majority
shareholder and an officer of the Company also guarantee the loan. The loan was
paid in full in 2003 as

F-18

WIRELESS FRONTIER INTERNET, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

December 31, 2003

NOTE 5 - NOTES PAYABLE-CONTINUED

part of the December 18, 2003 note payable negotiations. At December 31, 2003
the balance outstanding under this agreement was $0.

On May 27, 2003, the Company entered into a loan agreement with a local Bank for
$41,407. The loan calls for 60 monthly payments of $820 plus interest at 7. 0%.
The loan is secured by the installation vehicle purchased. The majority
shareholder and an officer of the Company also guarantee the loan. The loan was
paid in full in 2003 as part of the December 18, 2003 note payable negotiations.
At December 31, 2003 the balance outstanding under this agreement was $0.

In May 2003, the Company entered into a loan agreement with an individual for
$90,000 backdated 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 December 31, 2003 outstanding under this
agreement was $79,865.

On June 1, 2003, the Company entered into a loan agreement with a finance
company for $13,500. The loan calls for 28 monthly payments of $533 plus
interest at 7. 5%. The loan is secured by the installation vehicle purchased. An
officer of the Company also guarantee the loan. The balance at December 31, 2003
outstanding under this agreement was $9,601.

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 guarantee the note. The
balance at December 31, 2003 outstanding under this agreement was $5,732.

On February 5, 2001 the Company entered into a loan agreement with a finance
companyfor $4,100 to purchase equipment. The loan calls for 36 monthly payments
of $141 including interest at 16. 5%. The equipment secures the note. A
shareholder and officer of the Company also guarantee the note. The balance at
December 31, 2003 outstanding under this agreement was $0.

F-19

WIRELESS FRONTIER INTERNET, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

December 31, 2003

NOTE 5 - NOTES PAYABLE-CONTINUED

On February 6, 2001 the Company entered into a loan agreement with a finance
company for $18,929 to purchase equipment. The loan calls for36 monthly payments
of $637 including interest at 14. 6%. The equipment securesthe note. A
shareholder and officer of the Company also guarantee the note. The balance at
December 31, 2003 outstanding under this agreement was $0

On April 16, 2001 the Company entered into a loan agreement with a finance
company for $17,125 to purchase equipment. The loan calls for 36 monthly
payments of $586 including interest at 15. 9%. The equipment secures the note. A
shareholder and officer of the Company also guarantee the note. The balance at
December 31, 2003 outstanding under this agreement was $1,281.

On July 10, 2001 the Company entered into a loan agreement with a local bank for
$54,785 to purchase equipment. The loan is due on demand and if no demand is
made, then 35 monthly payments of $1,771 including interest at 10. 0%. The
equipment secures the note along with funds that the Company has on deposit with
the bank. A shareholder and officer of the Company also guarantee the note. The
balance at December 31, 2003 outstanding under this agreement was $8,685.

On February 6, 2002 the Company entered into a loan agreement with a finance
company for $10,584 to purchase equipment. The loan calls for 24 monthly
payments of $545 including interest at 25. 5%. The equipment secures the note. A
shareholder and officer of the Company also guarantee the note. The balance at
December 31, 2003 outstanding under this agreement was $0.

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 December 31, 2003 outstanding under this agreement was $6,587.

In connection with the US Mex-West Texas Horizon agreement the Company assumed
the debt payments for one year on certain loans for phone card terminals and pay
phones. The amount assumed was $321,682. The loan was paid in full in 2003 as
part of the December 18, 2003 note payable negotiations. At December 31, 2003
the balance outstanding under this agreement was $0.

F-20

WIRELESS FRONTIER INTERNET, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

December 31, 2003

NOTE 5 - NOTES PAYABLE-CONTINUED

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

2003
---------
Long-term debt $ 764,502
Less Current portion (147,730)
---------
Long-term debt $ 616,772
=========
Maturities on long-term debt are as follows:

Year ending December 31,

2004 $147,730
2005 137,108
2006 135,379
2007 135,678
2008 108,586
Thereafter 100,021

NOTE 6 - EMPLOYEE STOCK OPTION PLAN

The Board of Directors in their October 1, 2003 meeting agreed to allocate
10,000,000 shares to the Employee Stock Option Plan to be established later.
There has been no further action as of this time.

NOTE 7 - EQUITY

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

In 2003 the Company sold 4,498,947 shares of Common stock for $1,276,532. The
original number of shares sold was 461,418. The sales were renegotiated in
January 2004 to 4,498,947 shares. The additional shares issued resulting from
these negotiations have been reflected in these financial statements as if they
were issued at the time of the original sale.

F-21

WIRELESS FRONTIER INTERNET, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

December 31, 2003

NOTE 8 - COMMITMENTS

The Company leases real estate in Sanderson, Texas under a five-year agreement
due to expire in 2008. The lease calls for monthly payments of $650 per month.

The Company leases real estate in Fort Stockton, Texas under a five-year
agreement due to expire in 2008. The lease calls for monthly payments of $750
per month.

The Company leases real estate in Alpine under a three-year agreement due to
expire in 2005. The lease calls for monthly payments of $675 per month.

The Company leases equipment on a 36 month lease from Pinnacle Towers due to
expire in 2006. 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.

F-22

WIRELESS FRONTIER INTERNET, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

December 31, 2003

NOTE 8 - COMMITMENTS - CONTINUED

The lease has unlimited automatic five-year renewals unless cancelled with a 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.

Future minimum lease payments are as follows:

2004 $79,494
2005 $65,094
2006 $56,994
2007 $56,994
2008 $56,994

F-23

WIRELESS FRONTIER INTERNET, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

December 31, 2003

NOTE 9 - RELATED PARTY TRANSACTIONS

There are no significant related party transactions during 2003.

The Company has advanced funds to Shareholders and Officers of the Company
totaling $15,779 at December 31, 2002. The advances are non-interest bearing and
are due on demand. These advances were paid in full in 2003.

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

F-24

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

F-25

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.

F-26

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.

F-27

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) (1A,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.

F-28

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

HISTORY

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.

F-29

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.

F-30

USE OF 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.

F-31

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
========

F-32

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
========

F-33

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.

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, 2004and 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.

F-34

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

F-35

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 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.

F-36

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 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 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 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.

F-37

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

NOTE 11 - SUBSEQUENT EVENTS

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, 2004and 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.

F-38

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.

F-39

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

We amended and restated by-laws provide that we shall indemnify our
directors and officers to the fullest extent permitted by Section 145 of the
General Corporation Law of Delaware.

Section 145 of the General Corporation Law of Delaware provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.

Section 102 of the Delaware General Corporation Law allows a corporation
to eliminate the personal liability of directors of a corporation to the
corporation or its stockholders for monetary damages for a breach of fiduciary
duty as a director, except where the director breached his duty of loyalty,
failed to act in good faith, engaged in intentional misconduct or knowingly
violated a law, authorized the payment of a dividend or approved a stock
repurchase in violation of Delaware corporate law or obtained an improper
personal benefit.

Our restated certificate of incorporation also provides that no director
shall be liable to us or our stockholders for monetary damages for breach of his
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to us or our stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv)
for any transaction in which the director derived an improper personal benefit.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the various expenses to be incurred in
connection with the registration of the securities being registered hereby, all
of which will be borne by us. All amounts shown are estimates except the SEC
registration fee.

SEC registration fee $897.65
Transfer agent's, trustee's and depository's fees and expenses *
Printing and engraving expenses *
Legal fees and expenses *
Accounting fees and expenses *
Miscellaneous *
-------
Total expenses *
=======

- ----------
* To be completed by amendment.

II-1

RECENT SALES OF UNREGISTERED SECURITIES

ISSUANCE TO MOMENTUM ONLINE COMPUTER SERVICES, INC.

On June 1, 2003, we entered into an agreement with Momentum Online
Computer Services, Inc. to acquire all of its assets and certain of its
liabilities. Pursuant to this agreement, we issued to Momentum 873,712 shares of
our common stock and issued to Robert McClung, the chief executive officer of
Momentum, 938,430 shares of our common stock. The assets we acquired included
Internet subscribers and equipment. We are 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.

The issuance of shares of our common stock did not involve any public
offering and therefore was exempt from registration pursuant to Section 4(2) of
the Securities Act.

ISSUANCE TO KOLINEK INTERNET SERVICE

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. The assets we acquired from Kolinek included
Internet subscribers and equipment.

The issuance of shares of our common stock did not involve any public
offering and therefore was exempt from registration pursuant to Section 4(2) of
the Securities Act.

ISSUANCE TO STRATEGIC ABSTRACT & TITLE CORPORATION

On June 30, 2003, we entered into an agreement to purchase all the assets
of Strategic Abstract & Title Corporation for $4,000 and 4,166,640 shares of our
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. During the
second quarter of 2004, we determined that the business of Strategic Abstract
did not match our strategic direction. The owner of Strategic Abstract is one of
our shareholders. On June 9, 2004, we bought back 3,791,210 shares of our common
stock in exchange for the assets originally acquired and granted to the owner of
Strategic Abstract 250,000 stock purchase warrants. The warrants have an
exercise price of $0.25 per share and a term of five years.

The issuance of shares of our common stock and the warrants did not
involve any public offering and therefore was exempt from registration pursuant
to Section 4(2) of the Securities Act.

ISSUANCE TO US MEX COMMUNICATIONS AND WEST TEXAS HORIZONS

On or about July 1, 2003, we acquired all the outstanding shares of US Mex
Communications and West Texas Horizons for 2,206,640 shares of our 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 WirelessFrontier Internet,
Inc., our wholly-owned subsidiary.

II-2

The issuance of shares of our common stock did not involve any public
offering and therefore was exempt from registration pursuant to Section 4(2) of
the Securities Act.

ISSUANCE TO INITIAL INVESTORS

In August 2003, we sold 8,997,894 shares of our common stock for
$1,276,532 to certain investors. The original number of shares sold was 899,789;
the sales were renegotiated in January 2004 to 8,997,894 shares.

The issuance of shares of our common stock did not involve any public
offering and therefore was exempt from registration pursuant to Section 4(2) of
the Securities Act.

ISSUANCE TO SHAREHOLDERS OF PARTNERS ALLIANCE GROUP, INC.

On September 30, 2003, pursuant to an agreement and plan of merger with
Partners Alliance Group, Inc., we issued 32,053,158 shares of our common stock
in exchange for the same number of shares of Partners Alliance. As a result of
this transaction, Partners Alliance became a wholly-owned subsidiary of Fremont
Corporation. This combination was treated as a reverse merger whereby the
acquired company is treated as the acquiring company for accounting purposes.

The issuance of shares of our common stock did not involve any public
offering and therefore was exempt from registration pursuant to Section 4(2) of
the Securities Act.

ISSUANCE TO BARTELL & GRIFFITH, LTD L.L.P. D/B/A/ XRAMP

On September 30, 2003, we entered into an asset purchase agreement with
Bartell & Griffith, LTD. L.L.P. d/b/a Xramp to purchase certain assets and
Internet subscribers of the partnership for 294,643 shares of our common stock
which was valued at $165,000 and a note for $50,000. The assets we acquired
included Internet subscribers and equipment.

The issuance of shares of our common stock did not involve any public
offering and therefore was exempt from registration pursuant to Section 4(2) of
the Securities Act.

ISSUANCE TO OFFICE PRODUCTS INCORPORATED COMPUTER DIVISION

On February 9, 2004, we entered into an agreement for purchase and sale of
stock with all of the shareholders of Office Products Incorporated Computer
Division in exchange for $1,189,163 in stock and cash. The portion of the
consideration to be paid in shares of our common stock was based on the price of
our common stock on the day of payment, provided that its price was no greater
than $0.75 per share. We paid 3,583,828 shares of our common stock on May 5,
2004. In this deal, we acquired assets such as Internet subscribers, furniture
and equipment.

The issuance of shares of our common stock did not involve any public
offering and therefore was exempt from registration pursuant to Section 4(2) of
the Securities Act.

ISSUANCE TO BCOM.NET, INC.

On March 17, 2004, we acquired assets of BCOM.NET, INC. in exchange for
355,600 shares of our common stock valued at $293,370. The assets we acquired
included Internet subscribers and equipment.

The issuance of shares of our common stock did not involve any public
offering and therefore was exempt from registration pursuant to Section 4(2) of
the Securities Act.

ISSUANCE TO RAYTECH INTERNET, INC.

On April 5, 2004, we purchased certain assets and Internet subscribers
from RayTech Internet, Inc. in exchange for 50,672 shares of our common stock
and $10,000. The assets we acquired included Internet subscribers and equipment.

II-3

The issuance of shares of our common stock did not involve any public
offering and therefore was exempt from registration pursuant to Section 4(2) of
the Securities Act.

ISSUANCE OF CONVERTIBLE DEBENTURES AND WARRANTS

In March 2004, we issued to certain investors convertible debentures in
the aggregate principal amount of $1,315,000 at an interest rate of 10%, plus
warrants to purchase 6,575,000 shares of our common stock at $0.10 per share.
Under the terms of the debentures, these investors had the option to convert the
principal balance of the debentures, in whole or in part, into shares of our
common stock at a conversion price equal to $0.10 per share. These debentures
matured on April 11, 2004, and we were unable to pay off the debentures at
maturity. In July 2004, we agreed with the selling stockholders who were also
holders of these debentures and warrants to extend the maturity of this
indebtedness to August 11, 2004. In return, we agreed to reduce the conversion
price of the debentures to $0.05 per share and to reduce the exercise price of
their warrants to $0.05 per share. We paid off the debt of $1,315,000 and
interest of $142,668 on August 6, 2004 with the proceeds of our most recent
private placement transaction.

The issuance of shares of our debentures and warrants did not involve any
public offering and therefore was exempt from registration pursuant to Section
4(2) of the Securities.

ISSUANCE IN RECENT PRIVATE PLACEMENTS

On July 23, August 4, and September 14, 2004, the Company closed its
previously announced private placements of the Company's securities. The
offering of units (each unit consisting of one share of common stock and a
5-year warrant to purchase 1/2 share of common stock) was conducted through
Casimir Capital L.P., as placement agent. A total of 21,763,890 units were sold
in the offering, at a price of $0.15 per unit, resulting in $3,264,592 of gross
proceeds to the Company. The Company has issued to investors in the offering
21,763,890 shares (the "Shares") and 10,881,913 5-year warrants, which warrants
are exercisable to purchase shares at $0.15 per share (the "Investor Warrants").
An additional 3,264,579 5-year warrants, exercisable at a price of $0.15 per
share (the "Placement Agent Warrants"), were issued to certain designees of the
placement agent. Expenses of the offering, including the placement agent's fees
and non-accountable expense allowance (totaling 10% of gross proceeds) and
legal, accounting and other expenses are expected to be approximately $660,000.

The Company has obligated itself to file a registration statement with the
Securities and Exchange Commission ("SEC") by October 14, 2004 for purposes of
registering the Shares and the 14,146,492 shares of its common stock underlying
the Investor Warrants and Placement Agent Warrants. In the event that the
Company fails to timely file that registration statement, or that the
registration statement does not become effective within five days of being
notified that it will not be reviewed by the SEC, 90 days from the date of the
filing of the registration statement or 120 days after September 14, 2004, the
Company will be obliged to pay investors in the offering approximately $2,176
per day in liquidated damages until the filing or effectiveness has occurred.

The shares of our common stock and warrants issued were exempt from
registration pursuant to Rule 506 of Regulation D promulgated under the
Securities Act. The private placement was conducted without engaging in any
advertising or general solicitation of any kind and without payment of
underwriting discounts or commissions to any person. All of the investors were
"accredited investors" within the meaning of the Securities Act.

EXHIBITS

Exhibit Description

2.1 Asset Purchase Agreement between Partners Alliance Group, Inc. and Todd
Jagger, individually and d/b/a the Overland Network Inc., dated November
30, 2001(1)

2.2 Asset Purchase Agreement between Partners Alliance Group, Inc. and William
L. Brooks of Brooks Data Consultants, Inc., dated May 31, 2002(1)

2.3 Letter of Intent to enter into Stock Purchase Agreement between the
Company and U.S.-MEX Communications, Inc. and West Texas Horizons, dated
May 7, 2003(1)

II-4

2.4 Agreement of Reorganization between the Company and Momentum Online
Computer Services, Inc., dated May 31, 2003(1)

2.5 Agreement and Plan of Merger between the Company, Fremont Corporation and
Networker Systems, Inc., dated September 16, 2003(2)

2.6 Asset Purchase Agreement between the Company and Bartell & Griffith, Ltd.
LLP, dated September 30, 2003(1)

2.7 Letter of Intent to enter into Asset Purchase Agreement between the
Company and Kolinek Internet Service, dated June 30, 2003(1)

3.1 Articles of Incorporation (3)

3.2 Bylaws of the Company (3)

4.1 Specimen of common stock certificate*

4.2 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, August 4, 2004 and September 14, 2004(4)

4.3 Form of common stock purchase warrant by and between the Company and each
holder thereto, issued on July 23, 2004, August 4, 2004 and September 14,
2004(4)

4.4 Form of common stock purchase warrant by and between the Company and
Casimir Capital, LP, issued on July 23, 2004, August 4, 2004 and September
14, 2004(4)

4.5 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, August 4, 2004 and September 14, 2004(4)

4.6 Form of Letter Agreement, dated as of July 29, 2004, by and between the
holders of the convertible debentures of the Company and the Company(4)

5.1 Opinion of Kramer Levin Naftalis & Frankel, LLP+

10.1 Asset Purchase Agreement by and between Fremont Corporation and Million
Treasure Limited, dated as of September 16, 2003(2)

10.2 Stock Purchase Agreement between Terry L. Vink, Kenneth M. Vink, Craig
Vink, Paul Marshall, Steve Black, Joe Wilson and the Company, dated
February 9, 2004(1)

10.3 Asset Purchase Agreement between the Company and Bcom.net, Inc., dated
March 17, 2004(1)

10.4 Asset Purchase Agreement between the Company and Raytech Internet, Inc.,
dated April 5, 2004(1)

10.5 Employment Agreement, dated as of June 7, 2004, by and between the Company
and Alex J. Gonzalez(5)

10.6 Employment Agreement, dated as of June 7, 2004, by and between the Company
and Joe Chris Alexander(5)

10.7 Employment Agreement, dated as of June 7, 2004, by and between the Company
and Ronald J. Marosko, Jr.(5)

10.8 Employment Agreement, dated as of June 7, 2004, by and between the Company
and Kelly E. Simmons(5)

10.9 Placement Agency Agreement, dated as of June 18, 2004, by and between the
Company and Casimir Capital, LP*

10.10 Letter Agreement, dated as of July 7, 2004, by and between the Company and
Alex J. Gonzalez(4)

10.11 Letter Agreement, dated as of July 7, 2004, by and between the Company and
Joe Chris Alexander(4)

10.12 Letter Agreement, dated as of July 7, 2004, by and between the Company and
Ronald J. Marosko, Jr.(4)

10.13 Warrant Agreement, by and between the Company and Kelly E. Simmons+

10.14 Lease Agreement for the warehouse space in Fort Stockton, Texas+

10.15 Lease Agreement for the office space in Alpine, Texas+

21.1 Subsidiaries of the Company*

23.1 Consent of Pollard-Kelley Auditing Services, Inc.*

23.2 Consent of Kramer Levin Naftalis & Frankel, LLP (included in Exhibit 5.1)+

24.1 Power of Attorney (included on signature page)*

- ------------------------

* Filed herewith
+ To be filed by amendment.
(1) Incorporated by reference to the Company's annual report on Form 10-KSB
for the fiscal year ended December 31, 2003.
(2) Incorporated by reference to the Company's current report on Form 8-K
filed on January 14, 2004.
(3) Incorporated by reference to the Company's registration statement on Form
10.

II-5

(4) Incorporated by reference to the Company's quarterly report on Form 10-QSB
for the quarter ended June 30, 2004.

(5) Incorporated by reference to the Company's current report on Form 8-K
filed on June 16, 2004.

UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in this Registration Statement. Notwithstanding the foregoing,
any increase or decrease in the volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") that
are incorporated by reference in this Registration Statement.

(2) That, for the purposes of determining any liability under the Securities
Act, each post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial
bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the indemnification provisions described herein, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

II-6

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this Registration
Statement to be signed on its behalf by the undersigned, in the City of Fort
Stockton, Commonwealth of Texas, on October 14, 2004.

WIRELESS FRONTIER INTERNET, INC.

By: /s/ Alex J. Gonzalez
------------------------------------
Alex J. Gonzalez
Chairman and Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Wireless Frontier Internet,
Inc., hereby severally constitute and appoint Alex J. Gonzalez, and Kelly E.
Simmons and each of them singly, our true and lawful attorneys with full power
to any of them, and to each of them singly, to sign for us and in our names in
the capacities indicated below the Registration Statement on Form SB-2 filed
herewith and any and all pre-effective and post-effective amendments to said
Registration Statement and any subsequent registration statement filed pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, and to file the
same with all exhibits thereto, and the other documents in connection therewith,
with the Securities and Exchange Commission, and generally to do all such things
in our name and behalf in our capacities as officers and directors to enable
Wireless Frontier Internet, Inc. to comply with the provisions of the Securities
Act of 1933, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any of them, to said Registration Statement and any
and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date
- --------- ----- ----

/s/ Alex J. Gonzalez Chairman and Chief Executive Officer October 14, 2004
- -------------------------- (Principal Executive Officer)
Alex J. Gonzalez

/s/ Kelly E. Simmons Chief Financial Officer October 14, 2004
- -------------------------- (Principal Financial and
Kelly E. Simmons Accounting Officer)

/s/ William Lawson Allen Director October 14, 2004
- --------------------------
William Lawson Allen

/s/ John R. Morrow Director October 14, 2004
- --------------------------
John R. Morrow

/s/ Cecil George Director October 14, 2004
- --------------------------
Cecil George

II-7