-----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, HeYXomLPuEACLv/K0+pa/Da26DPsa7WgMH6ptokrbhmwTRNnuV4+659JlByW1bn0 4ptN0Cb/v3DGCSPTlBrvGA== 0001013762-04-000655.txt : 20040528 0001013762-04-000655.hdr.sgml : 20040528 20040528171610 ACCESSION NUMBER: 0001013762-04-000655 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20020930 FILED AS OF DATE: 20040528 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: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-08281 FILM NUMBER: 04839126 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 10QSB 1 marjunseptsuperq2002.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB Quarterly report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarters Ended: March 31, 2002; June 30, 2002; and September 30, 2002 Commission File No. 000-08281 Wireless Frontier Internet, Inc. (f/k/a Fremont Corporation) (Exact name of small business issuer as specified in its charter) Delaware 75-2771930 (State of Incorporation) (IRS Employer Identification No.) 104 West Callaghan, Fort Stockton, Texas 79735 (Address of principal executive office)(Zip code) (432) 336-0336 (Issuer's telephone number) Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No [X] As of March 31, 2004, there were issued and outstanding 66,402,618 shares of Common Stock, $.001 par value per share. Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X] EXPLANATORY NOTE As described in the Company's Form 8-K filed with the Securities and Exchange Commission on January 14, 2004, Wireless Frontier Internet, Inc. (f/k/a Fremont Corporation) (the "Company"), through its wholly owned subsidiary Winfill Holdings International Limited ("Winfill"), a British Virgin Island corporation, incurred a net loss in 1998 as a result of various factors, including declining sales, a shortage of working capital, and a bad debt provision necessitated in substantial part by the bankruptcy of a major customer. These aforementioned factors and the cessation of operations of Winfill, prevented the Company's auditors, Arthur Anderson & Co. ("Arthur Anderson"), from finalizing the Company's audit for the year ended December 31, 1998 and, as a result, the Company failed to file its Form 10-KSB Annual Report for the year ended December 31, 1998 and all other required reports under the Securities Exchange Act of 1934 (the "Exchange Act") since. In addition, on September 16, 2003, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") among the Company, Networker Systems, Inc. ("Networker") and Wireless Frontier Internet, Inc. ("Wireless-TX"), a Texas corporation. Pursuant to the Merger Agreement, Networker, a wholly owned subsidiary of the Company, was merged into Wireless-TX with Wireless-TX being the surviving corporation. The shareholders of Wireless-TX exchanged all of the outstanding shares of Wireless-TX for 16,000,000 shares of common stock of the Company. As a result of this transaction, Wireless-TX became a wholly-owned subsidiary of the Company. In addition, the Company also entered into an Asset Purchase Agreement (the "Asset Agreement") dated September 16, 2003 with Million Treasure Enterprises Limited ("Million"), a British Virgin Islands corporation. Pursuant to the Asset Agreement, Million acquired all of the Company's equity interest in Winfill in exchange for Million's return to the Company of the 661,654 shares of common stock of the Company held by Million, the cancellation of Million's warrant to purchase 2,000,000 shares of common stock of the Company and the release of all sums owed by the Company to Million. This report, which covers the fiscal quarters ended March 31, June 30 and September 30, 2002, is being filed in order to satisfy the Company's filing requirements with respect to such periods. Accordingly, unless otherwise stated, all of the information set forth in the report relates the Company's business and operations prior to the consummation of the transactions in September 2003. Furthermore, such information relates to business operations that have been discontinued since the consummation of the transactions in September 2003 and in no way reflect the Company's current business and operations. For a complete description of the Company's current business and operations see the Company's Form 10-KSB for the year ended December 31, 2003, as amended, as filed with the Securities and Exchange Commission on May 13, 2004. The financial statements included with this report were prepared as if the discontinued operations of Fremont Corporation had terminated before the fiscal year ended December 31, 1998. Accordingly, the financial statements included with this report are those of Fremont Corporation, the parent company only. Wireless Frontier Internet, Inc. TABLE OF CONTENTS Page PART I - FINANCIAL INFORMATION PART I - FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS.............................................1 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.......25 Item 3. CONTROLS AND PROCEDURES.........................................26 PART II - OTHER INFORMATION Item 1. LEGAL PROCEEDINGS...............................................27 Item 2. CHANGES IN SECURITIES...........................................27 Item 3. DEFAULTS UPON SENIOR SECURITIES.................................27 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS ..........27 Item 5. OTHER INFORMATION...............................................27 Item 6. EXHIBITS AND REPORTS ON FORM 8-K................................27 SIGNATURES ................................................................28 Pollard-Kelley Auditing Services, Inc........................................... Auditing Services 3250 West Market St, Suite 307, Fairlawn, OH 44333 330-864-2265 Report of Independent Certified Public Accountants Fremont Corporation Ft Stockton, Texas We have reviewed the accompanying balance sheets of Fremont Corporation as of March 31, 2002 and the related statements of income, stockholders' equity, and cash flows for the quarter then ended, in accordance with standards established by the American Institute of Certified Public Accountants. All information included in these financial statements is the representation of the management of Fremont Corporation. A review consists principally of inquires of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the object of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we am not aware of any material modifications that should be made to the March 31, 2002 financial statements in order for them to be in conformity with generally accepted accounting principles accepted in the United States of America. /s/Terance L Kelley - ------------------- Terance L Kelley Certified Public Accountant February 25, 2004 Fairlawn, Ohio 1 Fremont Corporation Balance Sheets March 31, 2002 ASSETS Current Assets Cash $ 100 Accounts receivable affiliates - ----------- Total Current Assets 100 Fixed Assets Furniture 4,381 Less: Accumulated depreciation (4,190) ----------- 191 ----------- Total Assets $ 291 =========== LIABILITIES AND EQUITY Current Liabilities Accounts payable 4,490 Accrued fees 350,968 ----------- Total Current Liabilities 355,458 Equity Common stock, par value $.001, authorized 100,000,000 shares, outstanding 5,861,900 5,862 Additional contributed capital 1,504,410 Retained deficit (1,860,679) Treasury stock (4,760) ----------- (355,167) ----------- Total Liabilities and Equity $ 291 =========== See accompanying notes and accountant's report. 2 Fremont Corporation Income Statements For the Quarter Ended March 31, 2002
Current Year to Quarter Date ----------- ----------- Revenues Revenues $ - $ - Expenses Depreciation 64 64 ----------- ----------- 64 64 ----------- ----------- Loss From Operations (64) (64) Taxes - - Net Loss $ (64) $ (64) =========== =========== Loss per share $ - $ - =========== =========== Average shares outstanding 5,861,900 5,861,900
See accompanying notes and accountant's report. 3 Fremont Corporation Statement of Stockholders' Equity For the Quarter Ended March 31, 2002
Additional Common Common Contributed Retained Treasury Shares Stock Capital Deficit Stock Total ------------- ---------- ------------- -------------- ----------- ----------- Balance January 1, 2002 5,861,900 $ 5,862 $ 1,504,410 $ (1,860,615) $ (4,760) $ (355,103) Net Loss for the quarter - - - (64) - (64) ------------- ---------- ------------- -------------- ----------- ----------- Balance March 31, 2002 5,861,900 $ 5,862 $ 1,504,410 $ (1,860,679) $ (4,760) $ (355,167) ============= ========== ============= ============== =========== ===========
See accompanying notes and accountant's report. 4 Fremont Corporation Statement of Cash Flows For the Quarter Ended March 31, 2002
Current Year to Quarter Date ------------- ------------- Cash flows from operating activities Net Loss $ (64) $ (64) Adjustments to reconciliation net loss to net cash provided by operating activities Depreciation 64 64 Increase in Accounts payable - - Increase in Accrued fees - - ------------- ------------- Cash flow used in operating activities - - Cash Flows from Investing Activities Collection of Accounts receivable affiliates - - ------------- ------------- Cash Flows Provided from Investing Activities - - Cash Flows Provided from Financing Activities - - Net Increase in Cash and Cash Equivalents - - Cash and Cash Equivalents - Beginning 100 100 ------------- ------------- Cash and Cash Equivalents - Ending $ 100 $ 100 ============= =============
See accompanying notes and accountant's report. 5 Fremont Corporation and Subsidiaries March 31, 2002 Notes to Consolidated Financial Statements NOTE 1 HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES History Fremont Corporation, a Delaware corporation (the Company) was incorporated in the State of Utah on April 22, 1995, as Fremont Uranium Corporation. On July 1, 1993, the Company reincorporated in the State of Delaware and changed its name to Fremont Corporation. From 1989 through April 28, 1995, the Company was engaged in acquiring interests in oil and natural gas properties and in seeking potential acquisition or merger opportunities. In March 1995 the Company entered into a Share Exchange Agreement with Million Treasure Enterprises Limited (Million) and Winfill Holdings International Limited (Winfill), both of which are British Virgin Islands corporations. On April 28, 1995 pursuant to the Share Exchange Agreement the Board of Directors effected the following; a 1 for 100 reverse stock split on April 28, 1995, acquired from Million, 41,000 shares of Winfill Holdings International Limited for 4,760,000 shares of the Company's common stock, and transferred to the Company's former president and controlling stockholder all of its operating assets (except the Winfill stock) in exchange for the assumption of all the liabilities of the Company. Winfill Holdings International Limited owned a 98% interest in SCBW, a Sino-foreign joint venture engaged in the design, manufacture and marketing of bicycles, bicycle parts, components, steel tubes and exercise equipment. Except for a 69% interest in SCB, SCBW owns 100% interests in its principal operating subsidiaries, all of which are organized in the People's Republic of China. On September 16, 2003, the Company entered into an Agreement and Plan of Merger with Wireless Frontier Internet, Inc. (Wireless). Pursuant to the merger agreement Networker Systems, Inc., a wholly owned subsidiary of the Company, was merged into the Wireless Frontier Internet, Inc., with Wireless being the surviving corporation. The shareholders of Wireless exchanged all the outstanding shares of Wireless for 16,026,579 shares of the common stock of the Company in a one for one exchange. As a result of this transaction the Wireless became a wholly owned subsidiary of the Company. In addition, the Company also entered into an Asset Purchase Agreement with Million Treasure Enterprises Limited. Pursuant to this agreement, Million acquired all of the Company's equity interest in Winfill for Millions return to the Company of the 661,654 shares of common stock held by Million, the cancellation of Million's warrants, and the forgiveness of all sums owed by Fremont to Million. 6 Fremont Corporation and Subsidiaries March 31, 2002 Notes to Consolidated Financial Statements NOTE 1 HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED The Company realized a $261,649 loss from this transaction. The accompanying financial statements were prepared as if the discontinued operations had been terminated at the end of the period preceding the period reported. The transactions in the accompanying statements are those of Fremont Corporation, the parent company only. As a result of this accounting treatment the Fremont has been a shell corporation since 1998. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents. Income Taxes For federal income tax purposes the Company has an approximate $1,000,000 net operating loss carry forward which starts to expire in 2008. Property and Equipment Property and equipment are carried at cost. Maintenance, repairs and renewals are expensed as incurred. Depreciation of property and equipment is provided for over their estimated useful lives of five years using the straight-line method. Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. NOTE 2 - ACCRUED FEES The balance represents the accrual of accounting and legal fees. The majority of these fees were converted to common stock of the Company after the merger with Wireless Frontier Internet, Inc. on September 16, 2003. 7 Fremont Corporation and Subsidiaries March 31, 2002 Notes to Consolidated Financial Statements NOTE 3- TREASURY STOCK The treasury stock balance represents 661,654 share of the Company's common stock received in the September 16, 2003 transaction whereby Million acquired the Company's interests in Winfill as detailed in Footnote 1. NOTE 4 - SUBSQUENT EVENT On September 16, 2003, the Company entered into an Agreement and Plan of Merger with Wireless Frontier Internet, Inc. (Wireless). Pursuant to the merger agreement Networker Systems, Inc., a wholly owned subsidiary of the Company, was merged into the Wireless Frontier Internet, Inc. with Wireless being the surviving corporation. The shareholders of Wireless exchanged all the outstanding shares of Wireless for 16,026,579 shares of the common stock of the Company in a one for one exchange. As a result of this transaction the Wireless became a wholly owned subsidiary of the Company. In addition, the Company also entered into an Asset Purchase Agreement with Million Treasure Enterprises Limited. Pursuant to this agreement, Million acquired all of the Company's equity interest in Winfill for Millions return to the Company of the 661,654 shares of common stock held by Million, the cancellation of Million's warrants, and the forgiveness of all sums owed by Fremont to Million. The Company realized a $261,649 loss from this transaction. The accompanying financial statements were prepared as if the discontinued operations had been terminated at the beginning of the period reported. The transactions in the accompanying statements are those of Fremont Corporation, the parent company only. 8 Pollard-Kelley Auditing Services, Inc........................................... Auditing Services 3250 West Market St, Suite 307, Fairlawn, OH 44333 330-864-2265 Report of Independent Certified Public Accountants Fremont Corporation Ft Stockton, Texas We have reviewed the accompanying balance sheets of Fremont Corporation as of June 30, 2002 and the related statements of income, stockholders' equity, and cash flows for the quarter then ended, in accordance with standards established by the American Institute of Certified Public Accountants. All information included in these financial statements is the representation of the management of Fremont Corporation. A review consists principally of inquires of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the object of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we am not aware of any material modifications that should be made to the June 30, 2002 financial statements in order for them to be in conformity with generally accepted accounting principles accepted in the United States of America. /s/Terance L Kelley - ------------------- Terance L Kelley Certified Public Accountant February 25, 2004 Fairlawn, Ohio 9 Fremont Corporation Balance Sheets June 30, 2002 ASSETS Current Assets Cash $ 100 Accounts receivable affiliates - ----------- Total Current Assets 100 Fixed Assets Furniture 4,381 Less: Accumulated depreciation (4,254) ----------- 127 Total Assets $ 227 =========== LIABILITIES AND EQUITY Current Liabilities Accounts payable 4,490 Accrued fees 350,968 ----------- Total Current Liabilities 355,458 Equity Common stock, par value $.001, authorized 100,000,000 shares, outstanding 5,861,900 5,862 Additional contributed capital 1,504,410 Retained deficit (1,860,743) Treasury stock (4,760) ----------- (355,231) Total Liabilities and Equity $ 227 ============ See accompanying notes and accountant's report. 10 Fremont Corporation Income Statements For the Quarter and Six Months Ended June 30, 2002
Current Year to Quarter Date ----------- ----------- Revenues Revenues $ - $ - Expenses Depreciation 64 128 Administrative - - ----------- ----------- 64 128 ----------- ----------- Loss From Operations (64) (128) Taxes - - ----------- ----------- Net Loss $ (64) $ (128) =========== =========== Loss per share $ - $ - =========== =========== Average shares outstanding 5,861,900 5,861,900
See accompanying notes and accountant's report. 11 Fremont Corporation Statement of Stockholders' Equity For the Quarter and Six Months Ended June 30, 2002
Additional Common Common Contributed Retained Treasury Shares Stock Capital Deficit Stock Total ------------- ---------- ------------- -------------- ----------- ----------- Balance January 1, 2002 5,861,900 $ 5,862 $ 1,504,410 $ (1,860,615) $ (4,760) $ (355,103) Net Loss for the quarter - - - (64) - (64) ------------- ---------- ------------- -------------- ----------- ----------- Balance March 31, 2002 5,861,900 5,862 1,504,410 (1,860,679) (4,760) (355,167) Net Loss for the quarter - - - (64) - (64) ------------- ---------- ------------- -------------- ----------- ----------- Balance June 30, 2002 5,861,900 $ 5,862 $ 1,504,410 $ (1,860,743) $ (4,760) $ (355,231) ============= ========== ============= ============== =========== ===========
See accompanying notes and accountant's report. 12 Fremont Corporation Statement of Cash Flows For the Quarter and Six Months Ended June 30, 2002
Current Year to Quarter Date ------------- ------------- Cash flows from operating activities Net Loss $ (64) $ (128) Adjustments to reconciliation net loss to net cash provided by operating activities Depreciation 64 128 Increase in Accounts payable - - Increase in Accrued fees - - ------------- ------------- Cash flow used in operating activities - - Cash Flows from Investing Activities Collection of Accounts receivable affiliates - - ------------- ------------- Cash Flows Provided from Investing Activities - - Cash Flows Provided from Financing Activities - - ------------- ------------- Net Increase in Cash and Cash Equivalents - - Cash and Cash Equivalents - Beginning 100 100 ------------- ------------- Cash and Cash Equivalents - Ending $ 100 $ 100 ============= =============
See accompanying notes and accountant's report. 13 Fremont Corporation and Subsidiaries June 30, 2002 Notes to Consolidated Financial Statements NOTE 1 HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES History Fremont Corporation, a Delaware corporation (the Company) was incorporated in the State of Utah on April 22, 1995, as Fremont Uranium Corporation. On July 1, 1993, the Company reincorporated in the State of Delaware and changed its name to Fremont Corporation. From 1989 through April 28, 1995, the Company was engaged in acquiring interests in oil and natural gas properties and in seeking potential acquisition or merger opportunities. In March 1995 the Company entered into a Share Exchange Agreement with Million Treasure Enterprises Limited (Million) and Winfill Holdings International Limited (Winfill), both of which are British Virgin Islands corporations. On April 28, 1995 pursuant to the Share Exchange Agreement the Board of Directors effected the following; a 1 for 100 reverse stock split on April 28, 1995, acquired from Million, 41,000 shares of Winfill Holdings International Limited for 4,760,000 shares of the Company's common stock, and transferred to the Company's former president and controlling stockholder all of its operating assets (except the Winfill stock) in exchange for the assumption of all the liabilities of the Company. Winfill Holdings International Limited owned a 98% interest in SCBW, a Sino-foreign joint venture engaged in the design, manufacture and marketing of bicycles, bicycle parts, components, steel tubes and exercise equipment. Except for a 69% interest in SCB, SCBW owns 100% interests in its principal operating subsidiaries, all of which are organized in the People's Republic of China. On September 16, 2003, the Company entered into an Agreement and Plan of Merger with Wireless Frontier Internet, Inc. (Wireless). Pursuant to the merger agreement Networker Systems, Inc., a wholly owned subsidiary of the Company, was merged into the Wireless Frontier Internet, Inc., with Wireless being the surviving corporation. The shareholders of Wireless exchanged all the outstanding shares of Wireless for 16,026,579 shares of the common stock of the Company in a one for one exchange. As a result of this transaction the Wireless became a wholly owned subsidiary of the Company. In addition, the Company also entered into an Asset Purchase Agreement with Million Treasure Enterprises Limited. Pursuant to this agreement, Million acquired all of the Company's equity interest in Winfill for Millions return to the Company of the 661,654 shares of common stock held by Million, the cancellation of Million's warrants, and the forgiveness of all sums owed by Fremont to Million. 14 Fremont Corporation and Subsidiaries June 30, 2002 Notes to Consolidated Financial Statements NOTE 1 HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED The Company realized a $261,649 loss from this transaction. The accompanying financial statements were prepared as if the discontinued operations had been terminated at the end of the period preceding the period reported. The transactions in the accompanying statements are those of Fremont Corporation, the parent company only. As a result of this accounting treatment the Fremont has been a shell corporation since 1998. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents. Income Taxes For federal income tax purposes the Company has an approximate $1,000,000 net operating loss carry forward which starts to expire in 2008. Property and Equipment Property and equipment are carried at cost. Maintenance, repairs and renewals are expensed as incurred. Depreciation of property and equipment is provided for over their estimated useful lives of five years using the straight-line method. Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. NOTE 2 - ACCRUED FEES The balance represents the accrual of accounting and legal fees. The majority of these fees were converted to common stock of the Company after the merger with Wireless Frontier Internet, Inc. on September 16, 2003. 15 Fremont Corporation and Subsidiaries June 30, 2002 Notes to Consolidated Financial Statements NOTE 3- TREASURY STOCK The treasury stock balance represents 661,654 share of the Company's common stock received in the September 16, 2003 transaction whereby Million acquired the Company's interests in Winfill as detailed in Footnote 1. NOTE 4 - SUBSQUENT EVENT On September 16, 2003, the Company entered into an Agreement and Plan of Merger with Wireless Frontier Internet, Inc. (Wireless). Pursuant to the merger agreement Networker Systems, Inc., a wholly owned subsidiary of the Company, was merged into the Wireless Frontier Internet, Inc. with Wireless being the surviving corporation. The shareholders of Wireless exchanged all the outstanding shares of Wireless for 16,026,579 shares of the common stock of the Company in a one for one exchange. As a result of this transaction the Wireless became a wholly owned subsidiary of the Company. In addition, the Company also entered into an Asset Purchase Agreement with Million Treasure Enterprises Limited. Pursuant to this agreement, Million acquired all of the Company's equity interest in Winfill for Millions return to the Company of the 661,654 shares of common stock held by Million, the cancellation of Million's warrants, and the forgiveness of all sums owed by Fremont to Million. The Company realized a $261,649 loss from this transaction. The accompanying financial statements were prepared as if the discontinued operations had been terminated at the beginning of the period reported. The transactions in the accompanying statements are those of Fremont Corporation, the parent company only. 16 Pollard-Kelley Auditing Services, Inc........................................... Auditing Services 3250 West Market St, Suite 307, Fairlawn, OH 44333 330-864-2265 Report of Independent Certified Public Accountants Fremont Corporation Ft Stockton, Texas We have reviewed the accompanying balance sheets of Fremont Corporation as of September 30, 2002 and the related statements of income, stockholders' equity, and cash flows for the quarter then ended, in accordance with standards established by the American Institute of Certified Public Accountants. All information included in these financial statements is the representation of the management of Fremont Corporation. A review consists principally of inquires of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the object of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we am not aware of any material modifications that should be made to the September 30, 2002 financial statements in order for them to be in conformity with generally accepted accounting principles accepted in the United States of America. /s/Terance L Kelley - ------------------- Terance L Kelley Certified Public Accountant February 25, 2004 Fairlawn, Ohio 17 Fremont Corporation Balance Sheets September 30, 2002 ASSETS Current Assets Cash $ 100 Accounts receivable affiliates - ----------- Total Current Assets 100 Fixed Assets Furniture 4,381 Less: Accumulated depreciation (4,318) ----------- 63 Total Assets $ 163 =========== LIABILITIES AND EQUITY Current Liabilities Accounts payable 4,490 Accrued fees 350,968 ----------- Total Current Liabilities 355,458 Equity Common stock, par value $.001, authorized 100,000,000 shares, outstanding 5,861,900 5,862 Additional contributed capital 1,504,410 Retained deficit (1,860,807) Treasury stock (4,760) ----------- (355,295) Total Liabilities and Equity $ 163 =========== See accompanying notes and accountant's report. 18 Fremont Corporation Income Statements For the Quarter and Nine Months Ended September 30, 2002
Current Year to Quarter Date ----------- ----------- Revenues Revenues $ - $ - Expenses Depreciation 64 192 Administrative - - ----------- ----------- 64 192 ----------- ----------- Loss From Operations (64) (192) Taxes - - ----------- ----------- Net Loss $ (64) $ (192) =========== =========== Loss per share $ - $ - =========== =========== Average shares outstanding 5,861,900 5,861,900
See accompanying notes and accountant's report. 19 Fremont Corporation Statement of Stockholders' Equity For the Quarter and Nine Months Ended September 30, 2002
Additional Common Common Contributed Retained Treasury Shares Stock Capital Deficit Stock Total ------------- ---------- ------------- -------------- ----------- ----------- Balance January 1, 2002 5,861,900 $ 5,862 $ 1,504,410 $(1,860,615) $ (4,760) $(355,103) Net Loss for the quarter - - - (64) - (64) ------------- ---------- ------------- -------------- ----------- ----------- Balance March 31, 2002 5,861,900 5,862 1,504,410 (1,860,679) (4,760) (355,167) Net Loss for the quarter - - - (64) - (64) ------------- ---------- ------------- -------------- ----------- ----------- Balance June 30, 2002 5,861,900 5,862 1,504,410 (1,860,743) (4,760) (355,231) Net Loss for the quarter - - - (64) - (64) ------------- ---------- ------------- -------------- ----------- ----------- Balance September 30, 2002 5,861,900 $ 5,862 $ 1,504,410 $(1,860,807) $ (4,760) $(355,295) ============= ========== ============= ============== =========== ===========
See accompanying notes and accountant's report. 20 Fremont Corporation Statement of Cash Flows For the Quarter and Nine Months Ended September 30, 2002
Current Year to Quarter Date ------------- ------------- Cash flows from operating activities Net Loss $ (64) $ (192) Adjustments to reconciliation net loss to net cash provided by operating activities Depreciation 64 192 Increase in Accounts payable - - Increase in Accrued fees - - ------------- ------------- Cash flow used in operating activities - - Cash Flows from Investing Activities Collection of Accounts receivable affiliates - - ------------- ------------- Cash Flows Provided from Investing Activities - - Cash Flows Provided from Financing Activities - - ------------- ------------- Net Increase in Cash and Cash Equivalents - - Cash and Cash Equivalents - Beginning 100 100 ------------- ------------- Cash and Cash Equivalents - Ending $ 100 $ 100 ============= =============
See accompanying notes and accountant's report. 21 Fremont Corporation and Subsidiaries September 30, 2002 Notes to Consolidated Financial Statements NOTE 1 HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES History Fremont Corporation, a Delaware corporation (the Company) was incorporated in the State of Utah on April 22, 1995, as Fremont Uranium Corporation. On July 1, 1993, the Company reincorporated in the State of Delaware and changed its name to Fremont Corporation. From 1989 through April 28, 1995, the Company was engaged in acquiring interests in oil and natural gas properties and in seeking potential acquisition or merger opportunities. In March 1995 the Company entered into a Share Exchange Agreement with Million Treasure Enterprises Limited (Million) and Winfill Holdings International Limited (Winfill), both of which are British Virgin Islands corporations. On April 28, 1995 pursuant to the Share Exchange Agreement the Board of Directors effected the following; a 1 for 100 reverse stock split on April 28, 1995, acquired from Million, 41,000 shares of Winfill Holdings International Limited for 4,760,000 shares of the Company's common stock, and transferred to the Company's former president and controlling stockholder all of its operating assets (except the Winfill stock) in exchange for the assumption of all the liabilities of the Company. Winfill Holdings International Limited owned a 98% interest in SCBW, a Sino-foreign joint venture engaged in the design, manufacture and marketing of bicycles, bicycle parts, components, steel tubes and exercise equipment. Except for a 69% interest in SCB, SCBW owns 100% interests in its principal operating subsidiaries, all of which are organized in the People's Republic of China. On September 16, 2003, the Company entered into an Agreement and Plan of Merger with Wireless Frontier Internet, Inc. (Wireless). Pursuant to the merger agreement Networker Systems, Inc., a wholly owned subsidiary of the Company, was merged into the Wireless Frontier Internet, Inc., with Wireless being the surviving corporation. The shareholders of Wireless exchanged all the outstanding shares of Wireless for 16,026,579 shares of the common stock of the Company in a one for one exchange. As a result of this transaction the Wireless became a wholly owned subsidiary of the Company. In addition, the Company also entered into an Asset Purchase Agreement with Million Treasure Enterprises Limited. Pursuant to this agreement, Million acquired all of the Company's equity interest in Winfill for Millions return to the Company of the 661,654 shares of common stock held by Million, the cancellation of Million's warrants, and the forgiveness of all sums owed by Fremont to Million. 22 Fremont Corporation and Subsidiaries September 30, 2002 Notes to Consolidated Financial Statements NOTE 1 HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED The Company realized a $261,649 loss from this transaction. The accompanying financial statements were prepared as if the discontinued operations had been terminated at the end of the period preceding the period reported. The transactions in the accompanying statements are those of Fremont Corporation, the parent company only. As a result of this accounting treatment the Fremont has been a shell corporation since 1998. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents. Income Taxes For federal income tax purposes the Company has an approximate $1,000,000 net operating loss carry forward which starts to expire in 2008. Property and Equipment Property and equipment are carried at cost. Maintenance, repairs and renewals are expensed as incurred. Depreciation of property and equipment is provided for over their estimated useful lives of five years using the straight-line method. Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. NOTE 2 - ACCRUED FEES The balance represents the accrual of accounting and legal fees. The majority of these fees were converted to common stock of the Company after the merger with Wireless Frontier Internet, Inc. on September 16, 2003. 23 Fremont Corporation and Subsidiaries September 30, 2002 Notes to Consolidated Financial Statements NOTE 3- TREASURY STOCK The treasury stock balance represents 661,654 share of the Company's common stock received in the September 16, 2003 transaction whereby Million acquired the Company's interests in Winfill as detailed in Footnote 1. NOTE 4 - SUBSQUENT EVENT On September 16, 2003, the Company entered into an Agreement and Plan of Merger with Wireless Frontier Internet, Inc. (Wireless). Pursuant to the merger agreement Networker Systems, Inc., a wholly owned subsidiary of the Company, was merged into the Wireless Frontier Internet, Inc. with Wireless being the surviving corporation. The shareholders of Wireless exchanged all the outstanding shares of Wireless for 16,026,579 shares of the common stock of the Company in a one for one exchange. As a result of this transaction the Wireless became a wholly owned subsidiary of the Company. In addition, the Company also entered into an Asset Purchase Agreement with Million Treasure Enterprises Limited. Pursuant to this agreement, Million acquired all of the Company's equity interest in Winfill for Millions return to the Company of the 661,654 shares of common stock held by Million, the cancellation of Million's warrants, and the forgiveness of all sums owed by Fremont to Million. The Company realized a $261,649 loss from this transaction. The accompanying financial statements were prepared as if the discontinued operations had been terminated at the beginning of the period reported. The transactions in the accompanying statements are those of Fremont Corporation, the parent company only. 24 ITEM 2. Management's Discussion and Analysis or Plan of Operation Introduction NOTE: This report is drafted in the present tense and reads as if the disclosure hereafter contained was drafted as of the periods covered. The statements contained in this Report that are not historical are forward-looking statements, including statements regarding the Company's expectations, intentions, beliefs or strategies regarding the future. Forward-looking statements include the Company's statements regarding liquidity, anticipated cash needs and availability and anticipated expense levels. All forward-looking statements included in this Report are based on information available to the Company on the date hereof, and the Company assumes no obligation to update any such forward-looking statements. It is important to note that the Company's actual results could differ materially from those in such forward-looking statements. Additionally, the following discussion and analysis should be read in conjunction with the Financial Statements and notes thereto appearing elsewhere in this Report. Fremont Corporation (the "Company"), a Delaware corporation, was incorporated in the State of Utah on April 22, 1995, as Fremont Uranium Corporation. On July 1, 1993, the Company reincorporated in the State of Delaware and changed its name to Fremont Corporation. From 1989 through April 28, 1995, the Company was engaged in acquiring interests in oil and natural gas properties and in seeking potential acquisition or merger opportunities. In March 1995 the Company entered into a Share Exchange Agreement with Million Treasure Enterprises Limited ("Million") and Winfill Holdings International Limited ("Winfill"), both of which are British Virgin Islands corporations. On April 28, 1995, pursuant to the Share Exchange Agreement, the Board of Directors effected the following: a 1 for 100 reverse stock split on April 28, 1995; acquired from Million 41,000 shares of Winfill Holdings International Limited for 4,760,000 shares of the Company's common stock; and transferred to the Company's former president and controlling stockholder all of its operating assets (except the Winfill stock) in exchange for the assumption of all the liabilities of the Company. Winfill Holdings International Limited owned a 98% interest in South China Bicycles Winfill Limited ("SCBW"), a Sino-foreign joint venture engaged in the design, manufacture and marketing of bicycles, bicycle parts, components, steel tubes and exercise equipment. Except for a 69% interest in South China Bicycles Co. Ltd., SCBW owns 100% interests in its principal operating subsidiaries, all of which are organized in the People's Republic of China. Discontinued Operations Due to lack of capital, bad debt and unprofitability, all of the Company's, and its wholly-owned subsidiary's business, was discontinued in 1998. Any assets were liquidated or written off. Debts were settled or negotiated. No operating results of the Fremont businesses are included in this discussion or in the operating statements of the Company due to such discontinuance. Liquidity and Capital Resources We currently have no business activities. We will attempt to locate and negotiate with a business entity for the merger of that target business into us. In certain instances, a target business may wish to become a subsidiary of ours or may wish to contribute assets to us rather than merge. No assurances can be given that we will be successful in locating or negotiating with any target business. We have incurred substantial losses during the period of discontinued operations. We will continue to sustain losses until we establish profitable operations through a merger, or otherwise. The achievement and/or success of these planned measures, however, cannot be determined at this time. Results of Discontinued Operations Results of discontinued operations for three months ended March 31, 2002 compared to results of discontinued operations for three months ended March 31, 2001. Revenues, Expenses and Net Loss Revenues generated during the three months ended March 31, 2002 and March 31, 2001 amounted to $0. Total expenses for the three months ended March 31, 2002 aggregated $64, which amounted to a net loss from operations of $64. This compares to a net loss of $8,917 for the three months ended March 31, 2001. For the three months ended March 31, 2002 and March 31, 2001, the net loss per share was $0. 25 Results of discontinued operations for three months ended June 30, 2002 compared to results of discontinued operations for three months ended June 30, 2001. Revenues, Expenses and Net Loss Revenues generated during the three months ended June 30, 2002 and June 30, 2001 amounted to $0. Total expenses for the three months ended June 30, 2002 aggregated $64, which amounted to a net loss from operations of $64. This compares to a net loss of $8,256 for the three months ended June 30, 2001. For the three months ended June 30, 2002 and June 30, 2001 the net loss per share was $0. Results of discontinued operations for six months ended June 30, 2002 compared to results of discontinued operations for six months ended June 30, 2001. Revenues, Expenses and Net Loss Revenues generated during the six months ended June 30, 2002 and June 30, 2001 amounted to $0. Total expenses for the six months ended June 30, 2002 aggregated $128, which amounted to a net loss from operations of $128. This compares to a net loss of $17,173 for the six months ended June 30, 2001. For the six months ended June 30, 2002 and June 30, 2001, the net loss per share was $0. Results of discontinued operations for three months ended September 30, 2002 compared to results of discontinued operations for three months ended September 30, 2001. Revenues, Expenses and Net Loss Revenues generated during the three months ended September 30, 2002 and September 30, 2001 amounted to $0. Total expenses for the three months ended September 30, 2002 aggregated $64, which amounted to a net loss from operations of $64. This compares to a net loss of $8,256 for the three months ended September 30, 2001. For the three months ended September 30, 2002 and September 30, 2001, the net loss per share was $0. Results of discontinued operations for nine months ended September 30, 2002 compared to results of discontinued operations for nine months ended September 30, 2001. Revenues, Expenses and Net Loss Revenues generated during the nine months ended September 30, 2002 and September 30, 2001 amounted to $0. Total expenses for the nine months ended September 30, 2002 aggregated $192, which amounted to a net loss from operations of $192. This compares to a net loss of $25,429 for the nine months ended September 30, 2001. For the nine months ended September 30, 2002 and September 30, 2001, the net loss per share was $0. Off-Balance Sheet Arrangements During the periods covered by this report, the Company had no off-balance sheet arrangements. Item 3. Controls and Procedures As of December 31, 2003, the Company's principal executive officer and principal financial officer have evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, the Company's principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. There were no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of the most recent evaluation of such, including any corrective actions with regard to significant deficiencies and material weaknesses. 26 PART II. OTHER INFORMATION Item 1. Legal Proceedings Not applicable. Item 2. Changes in Securities And Use of Proceeds Not applicable. Item 3. Defaults Upon Senior Securities Not applicable. Item 4. Submission of Matters to a Vote of Security Holders Not applicable Item 5. Other Information Not applicable Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 31.1 Certification by Alex Gonzalez, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification by Sandy Landstrom, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification by Alex Gonzalez, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification by Sandy Landstrom, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K None. 27 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. WIRELESS FRONTIER INTERNET, INC. (F/K/A FREMONT CORPORATION) Dated: May 27, 2004 By: /s/ Alex Gonzalez ----------------- Alex Gonzalez Chairman and Chief Executive Officer Dated: May 27, 2004 By: /s/ Sandy Landstrom ------------------- Sandy Landstrom Chief Financial Officer 28 EX-32 2 superq2002exhibit322.txt Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Wireless Frontier Internet, Inc. (f/k/a Fremont Corporation) (the "Company") on Form 10-QSB for the periods ended: March 31, 2002; June 30, 2002; and September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Sandy Landstrom, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. A signed original of this written statement required by Section 906 has been provided to Wireless Frontier Internet, Inc. and will be retained by Wireless Frontier Internet, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. May 27, 2004 /s/ Sandy Landstrom -------------------- Sandy Landstrom Chief Financial Officer EX-32 3 superq2002exhibit321.txt Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Wireless Frontier Internet, Inc. (f/k/a Fremont Corporation) (the "Company") on Form 10-QSB for the periods ended: March 31, 2002; June 30, 2002; and September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Alex Gonzalez, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. A signed original of this written statement required by Section 906 has been provided to Wireless Frontier Internet, Inc. and will be retained by Wireless Frontier Internet, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. May 27, 2004 /s/ Alex Gonzalez ----------------- Alex Gonzalez Chief Executive Officer EX-31 4 superq2002exhibit312.txt Exhibit 31.2 CERTIFICATION I, Sandy Landstrom, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Wireless Frontier Internet, Inc. (f/k/a Fremont Corporation) for the periods ended: March 31, 2002; June 30, 2002; and September 30, 2002; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(e) and 15d-15(f)) for the small business issuer and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer is made known to us by others, particularly during the period in which this annual report is being prepared; (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) evaluated the effectiveness of the small business issuer's disclosure controls and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions); (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. May 27, 2004 /s/ Sandy Landstrom - -------------------- Sandy Landstrom Chief Financial Officer EX-31 5 superq2002exhibit311.txt Exhibit 31.1 CERTIFICATION I, Alex Gonzalez, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Wireless Frontier Internet, Inc. (f/k/a Fremont Corporation) for the periods ended: March 31, 2002; June 30, 2002; and September 30, 2002; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(e) and 15d-15(f)) for the small business issuer and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer is made known to us by others, particularly during the period in which this annual report is being prepared; (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) evaluated the effectiveness of the small business issuer's disclosure controls and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions); (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. May 27, 2004 /s/ Alex Gonzalez - ------------------ Alex Gonzalez Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----