-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JTHlTEbFG+GY85jnhq4Ltb++q24E8pbcLggIJ2v07sIRbCoy6P2ORUasP+BXalTv 8N0Ui+nkqFqSDpQQEy6DWQ== 0000922423-04-001663.txt : 20041006 0000922423-04-001663.hdr.sgml : 20041006 20041006171834 ACCESSION NUMBER: 0000922423-04-001663 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040930 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041006 DATE AS OF CHANGE: 20041006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WIRELESS FRONTIER INTERNET INC CENTRAL INDEX KEY: 0000038981 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 760402886 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08281 FILM NUMBER: 041068870 BUSINESS ADDRESS: STREET 1: 104 WEST CALLAGHAN CITY: FORT STOCKTON STATE: TX ZIP: 79735 BUSINESS PHONE: 4323360336 MAIL ADDRESS: STREET 1: 9454 WILSHIRE BLVD STREET 2: 6TH FLOOR CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: FREMONT CORP DATE OF NAME CHANGE: 19930713 8-K 1 kl10010_8k.txt FORM 8-K CURRENT REPORT - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): September 30, 2004 ------------------------ WIRELESS FRONTIER INTERNET, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION) 000-08281 76-0402866 (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.) 104 West Callaghan Street Fort Stockton, Texas 79735 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (432) 336-0336 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) Fremont Corp. (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) - -------------------------------------------------------------------------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): - -------------------------------------------------------------------------------- Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) - -------------------------------------------------------------------------------- Section 4--Matters Related to Accountants and Financial Statements Item 4.01 Changes in Registrant's Certifying Accountant On September 30, 2004, Wireless Frontier Internet, Inc. (the "Company") appointed Burton McCumber & Cortez, L.L.P. as the independent accounting firm to audit the financial statements of the Company for the year ended December 31, 2004, and Pollard-Kelley Auditing Services, Inc. (the "Former Accountants") resigned from that position. This decision was approved by the Board of Directors on September 30, 2004. There were no disagreements with the Former Accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of the Former Accountants, would have caused them to make reference to the subject matter of the disagreement in their report. None of the Former Accountants' reports on the Company's financial statements for either of the past two years contained an adverse opinion or disclaimer of opinion, or was modified as to uncertainty, audit scope, or accounting principles. There were no reportable events in accordance with Item 304(a)(1)(iv)(A)-(E) of Regulation S-B. The Company has requested the Former Accountants to provide a letter as promptly as possible addressed to the Securities and Exchange Commission in accordance with Item 304(a)(3) of Regulation S-B, stating whether they agree with the statements made by the Company in this Report, and, if not, stating the respects in which they do not agree. The Company will file the letter from the Former Accountants as an exhibit to this Report in accordance with Item 304(a)(3) of Regulation S-B. Section 5--Corporate Governance and Management Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On October 6, 2004, the Company issued a press release announcing several management changes, including the resignation of Jasper Knabb as the Company's President and Director, effective October 4, 2004, and the resignation of James Bentley King as the Company's Director, effective September 30, 2004. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated in this Item 5.02 by reference. Section 9--Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits. (c) Exhibits. 16.1 Letter from Pollard-Kelley Auditing Services, Inc. addressed to the Securities and Exchange Commission in accordance with Item 304(a)(3) of Regulation S-B.* 99.1 Press Release dated October 6, 2004.+ * To be filed by amendment in accordance with Item 304(a)(3) of Regulation S-B. + Filed herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WIRELESS FRONTIER INTERNET, INC. ----------------------------------------- (Registrant) By: /s/ Alex J. Gonzalez -------------------------------------- Name: Alex J. Gonzalez Title: Chief Executive Officer Date: October 6, 2004 EX-99 2 kl10010_ex99-1.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Wireless Frontier Internet Announces Corporate Changes Wednesday October 6, 8:18 am ET FORT STOCKTON, Texas--(BUSINESS WIRE)--Oct. 6, 2004--Wireless Frontier Internet Inc. (Pink Sheets:WFRI - News), an industry-leading provider of wireless broadband Internet access for rural-based home and business consumers announced several changes to its management structure and its Board of Directors. The Company also announced the resignation of its independent auditor, and that it has engaged a new independent auditor. The Company announced several management changes. Jasper Knabb has resigned as President and Director. Joe Chris Alexander will focus on operations as Vice President of Operations of Wireless Frontier Internet, Inc., the operating subsidiary of WFRI, and will no longer hold a position in the corporate parent entity. Ronald Marosko will focus on operations as Vice President of IT of the operating subsidiary of WFRI and will no longer hold a position in the corporate parent entity. Lorenzo Clarke has resigned his position as Chief Technology Officer. James Bentley King has resigned his position as Director. W. Lawson Allen, a current Board member, has accepted the position as Chairman of the Audit Committee. Effective September 30, 2004, Pollard-Kelley Auditing Services, Inc. resigned as the Company's independent public accountant. In connection with the audits of the Company for the two years ended December 31, 2002 and 2003, and the subsequent interim period through September 30, 2004, there were no disagreements with Pollard-Kelley on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which if not resolved to Pollard-Kelley's satisfaction would have caused Pollard-Kelley to make reference to the subject matter of the disagreement(s) in connection with its reports. The Company also announced that it has engaged Burton McCumber & Cortez, L.L.P. ("BMC") as its new independent public accountant. BMC is a full service international accounting and management consulting firm headquartered in Brownsville, Texas. Alex Gonzalez, Chairman and CEO, stated, "These corporate changes reflect how we intend to conduct business going forward. All of these individuals have made significant contributions to the Company and we greatly appreciate their efforts. There are no issues or disagreements with our departing auditors, only a physical distance between our firms that created a challenge for us both. We are excited about working with BMC, who has a wonderful reputation in Texas for technical excellence and service to public companies. We believe that these changes simplify our corporate functions, and promote a renewed focus on the operations of the Company. We are actively engaged in a search for two new Board members who can complement our existing Board with industry and public company knowledge. We are also pressing forward to implement our business plan, which is to acquire rural ISPs and other companies engaged in the wireless Internet industry who can add to our cash flow and earnings." Founded in 1998, Wireless Frontier Internet is a leader in wireless broadband deployment. The Company currently services over 130 cities in Texas and Kansas, and is expanding nationally in Rural America. Wireless Frontier can be contacted at 432-336-0336 or by visiting our Web site at www.wirelessfrontier.net. NOTES ABOUT FORWARD-LOOKING STATEMENTS Statements contained in this release, which are not historical facts, may be considered "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations and the current economic environment. We caution the reader that such forward-looking statements are not guarantees of future performance. Unknown risks and uncertainties as well as other uncontrollable or unknown factors could cause actual results to materially differ from the results, performance or expectations expressed or implied by such forward-looking statements. These factors include, but are not limited to, (i) our ability to complete successful acquisitions of complementary companies, products and technologies; (ii) our ability to attract and retain customers; and (iii) our ability to gain market share. Consequently, all of the forward-looking statements made in this news release are qualified by these cautionary statements, and there can be no assurance that the actual results anticipated by Wireless Frontier will be realized, or if substantially realized, that they will have the expected consequences to or effects on Wireless Frontier or its business or operations. -----END PRIVACY-ENHANCED MESSAGE-----