SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549
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                                   FORM 10-QSB

                Quarterly report Under Section 13 or 15(d) of the
                         Securities Exchange Act of 1934
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                      For Quarter Ended: September 30, 2003

                          Commission File No. 000-08281

                        Wireless Frontier Internet, Inc.
        (Exact name of small business issuer as specified in its charter)
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       Delaware                                          75-2890405
  (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, including area code
  -----------------------------------------------------------------------------

     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 January 23, 2004, there were issued and outstanding 24,841,730 shares
of Common Stock, $.001 par value per share.

             Transitional Small Business Disclosure Format

                        Yes              No         X
                     ---------                ----------
<PAGE>
                        Wireless Frontier Internet, Inc.

                                      INDEX
                                      -----

                                                                          PAGE
                                                                         NUMBER
                                                                      ----------

PART I.  FINANCIAL INFORMATION
         ---------------------

Item 1.  Financial Statements
                  (unaudited)

         Balance sheet as of September 30, 2003                             3

         Statements of operations for the nine and three months
                  ending September 30       , 2003                          4

         Statements of Stockholders' Equity                                 5

         Statements of cash flows                                           6

         Notes to financial statements                                      7

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                               12

Item 3.   Controls and Procedures                                          15

PART II.  OTHER INFORMATION                                                16
          ----------------

SIGNATURES                                                                 17

                                       2
<PAGE>
Pollard-Kelley Auditing Services
Auditors    3250 West Market Street Suite 307, Fairlawn, OH 44333 (330) 864-2265


               Report of Independent Certified Public Accountants




Board of Directors
Wireless Frontier Internet, Inc. and Subsidiaries
Ft Stockton, Texas

We have  reviewed  the  accompanying  consolidated  balance  sheets of  Wireless
Frontier  Internet,  Inc.  and  Subsidiaries  as of  September  30, 2003 and the
related consolidated statements of income,  stockholders' equity, and cash flows
for the three  months and nine months 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 Wireless Frontier Internet, Inc. and Subsidiaries.

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 are not aware of any material  modifications that should
be made to the September 30, 2003  financial  statements in order for them to be
in conformity  with generally  accepted  accounting  principles  accepted in the
United States of America.


Terance L Kelley
Certified Public Accountant
January 19, 2004
Fairlawn, Ohio

<PAGE>
WIRELESS FRONTIER INTERNET, INC. AND SUBSIDIARIES
BALANCE SHEET
Septemeber 30, 2003
<TABLE>
<CAPTION>
                                                   ASSETS

                                                                               2003
CURRENT ASSETS                                                             -------------
<S>                                                                         <C>
        Cash ...........................................................   $   215,194
        Accounts receivable ............................................       399,118
        Inventories ....................................................       338,679
        Prepaid expenses ...............................................        94,471
                                                                           ------------
             Total Current Assets ......................................     1,047,462

FIXED ASSETS
        Buildings ......................................................       375,910
        Equipment ......................................................     1,252,423
        Vehicles .......................................................       466,631
                                                                           ------------
                                                                             2,094,964
        Less: Accumulated depreciation .................................      (396,469)
                                                                           ------------
                                                                             1,698,495

OTHER ASSETS
        Goodwill .......................................................     3,892,448
        Covenants not to compete .......................................        10,000
                                                                           ------------
                                                                             3,902,448
        Less: Accumulated amortization .................................      (126,354)
                                                                           ------------
                                                                             3,776,094
        Shareholder receivables ........................................        20,286
                                                                           ------------
                                                                             3,796,380
                                                                           ------------
             Total Assets ..............................................   $ 6,542,337
                                                                           ------------

                                    LIABILITIES AND STOCKHOLDERS' EQUITY


 CURRENT LIABILITIES ...................................................
        Line of credits ................................................   $   230,654
        Current portion of long -  term debt ...........................       299,723
        Accounts payable ...............................................       354,518
        Accrued payroll ................................................        78,043
        Accrued interest ...............................................         6,573
        Accrued taxes ..................................................         4,822
                                                                           ------------

             Total Current Liabilities .................................       974,333

 LONG - TERM DEBT
        Long - term debt ...............................................       697,697

 STOCKHOLDERS' EQUITY
        Common stock 100,000,000 shares authorized .....................        23,478
           23,477,583 shares outstanding, par value
           $0.001 per share
        Additional contributed capital .................................     5,811,319
        Retained deficit ...............................................      (959,730)
        Treasury stock .................................................        (4,760)
                                                                           ------------
                                                                             4,870,307
                                                                           ------------

             Total Liabilities and Stockholders' Equity ................   $ 6,542,337
                                                                           ============
</TABLE>
                See accompanying notes and accountant's report.

                                       3
<PAGE>
WIRELESS FRONTIER INTERNET, INC.
STATEMENT OF INCOME
For the Quarter and Nine Months Ended September 30, 2003

                                                                   Nine Months
                                                  Quarter Ended      Ended
                                                  September 30,   September 30,
                                                     2003             2003
                                                 --------------  -------------
REVENUES
        Equipment Sales
             Revenues ........................   $    722,428    $  1,599,618
             Cost of sales ...................        235,352         728,029
                                                 --------------  -------------
                  Gross profit equipment sales        487,076         871,589
        Internet service
             Revenues ........................        272,547       1,205,155
             Cost of sales ...................        179,726         414,363
                                                 --------------  -------------
                  Gross profit internet sales          92,821         790,792

TOTAL GROSS PROFIT ...........................        579,897       1,662,381
                                                 --------------  -------------
GENERAL AND ADMINISTRATIVE
        Advertising and promotion ............         15,639          50,325
        Amortization and depreciation ........        141,383         265,072
        Legal and professional ...............         85,585         144,975
        Auto and travel ......................         85,877         174,060
        Commissions and contract labor .......          3,824          36,255
        Office expenses and supplies .........         48,369         145,170
        Insurance ............................         26,842          62,968
        Interest .............................         13,165          45,562
        Rent .................................         12,400          48,547
        Repairs and maintenance ..............          1,850           7,893
        Salary and wages .....................        543,519       1,136,194
        Taxes ................................         41,464         137,644
        Utilities ............................         49,148          87,619
                                                 --------------  -------------
                                                    1,069,065       2,342,284
                                                 --------------  -------------
LOSS FROM OPERATIONS .........................       (489,168)       (679,903)
        Other income .........................        432,694         483,656
                                                 --------------  -------------
NET INCOME/(LOSS) ............................   $    (56,474)   $   (196,247)
                                                 ==============  =============
        Average shares outstanding ...........     22,547,118      21,029,687
        Earnings/(Loss) per share ............   $       --      $      (0.01)

See accompanying notes and accountant's report.

                                        4
<PAGE>
WIRELESS FRONTIER INTERNET, INC.
CHANGES IN STOCKHOLDERS' EQUITY
For the Nine Months Ended September 30, 2003
<TABLE>
<CAPTION>
                                                                           ADDITIONAL
                                          NUMBER OF         COMMON        CONTRIBUTED      RETAINED       TREASURY
                                           SHARES           STOCK           CAPITAL        DEFICIT         SHARES          TOTAL
                                        -----------       ----------      -----------    -----------      ---------    -------------
<S>                                       <C>                <C>            <C>           <C>                   <C>       <C>
BALANCE  December 31, 2002               14,850,834         $ 1,000        $ 664,316     $ (220,472)           $ -       $ 444,844

Recapitalize for stock split                      -             485             (485)             -              -               -

  Shares sold                               567,430              57        1,251,479              -              -       1,251,536
  Kolinek acquisition                        28,048               3          168,285              -              -         168,288
  Strategic Abstract acquisition            104,166              10          628,986              -              -         628,996
  Momuntum acquisition                      436,835              44        2,620,966              -              -       2,621,010
  US Mex -West Texas acquisition             55,166               6          381,990              -              -         381,996

Merger with Fremont Corporation           5,861,900           5,862                -       (543,011)        (4,760)       (541,909)
  Recapitalization for increase in par
    value                                         -          14,438          (14,438)             -              -               -
  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 nine months                          -               -                -       (196,247)             -        (196,247)
                                        -----------       ----------      -----------    -----------      ---------    -------------
BALANCE September 30, 2003               23,477,583        $ 23,478       $5,811,319      $(959,730)      $ (4,760)    $ 4,870,307
                                        ===========       ==========      ===========    ===========      =========    =============
</TABLE>
                See accompanying notes and accountant's report.

                                        5
<PAGE>
<TABLE>
<CAPTION>
WIRELESS FRONTIER INTERNET, INC.
STATEMENT OF CASH FLOWS
For the Quarter and Nine Months Ended September 30, 2003
                                                             Quarter       Nine Months
                                                              Ended          Ended
                                                            September 30,  September 30,
                                                          -------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                       <C>            <C>
        Net loss for the three months .................   $   (56,474)   $  (196,247)
        Adjustments to reconcile net earnings to net
          cash provided (used) by operating activities:
            Depreciation ..............................        84,380        176,025
            Amortization ..............................        57,003         89,047
            (Loss) on sale of assets ..................          --           (5,793)
          Changes in Current assets and liabilities:
            Decrease (Increase) in Accounts receivable         44,511       (568,616)
            Decrease (Increase) in Inventories ........      (133,922)      (252,347)
            Decrease (Increase) in Prepaid expenses ...         3,805        (94,471)
            Increase (Decrease) in Accounts payable ...        27,610        249,636
            Increase in Accrued payroll ...............        13,922         36,191
            Increase (Decrease) in Accrued interest ...          --             --
            Increase (Decrease) in Accrued taxes ......       (33,741)       (25,843)
                                                          -------------- --------------
            NET CASH (USED) BY
                  OPERATING ACTIVITIES ................         7,094       (592,418)

CASH FLOWS FROM INVESTING ACTIVITIES
        Increase in Shareholder receivables ...........          --           (4,507)
        Purchase of Fixed assets ......................       (52,207)      (908,940)

            NET CASH PROVIDED (USED) BY
                  INVESTING ACTIVITIES ................       (52,207)      (913,447)
                                                          -------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
        Sale of Common stock ..........................        95,398      1,251,536
        (Payments) Increase in Line of credit - net ...          --          (74,878)
        Increase in Long - term debt ..................        51,000        455,199
        Payments on Long - term debt ..................       (78,324)      (111,841)
                                                          -------------- --------------
            NET CASH USED BY
                  FINANCING ACTIVITIES ................        68,074      1,520,016
                                                          -------------- --------------
NET INCREASE (DECREASE) IN CASH .......................        22,961         14,151
CASH AT BEGINNING OF PERIOD ...........................       192,233        188,990
CASH ACQUIRED FROM MOMENTUM ...........................          --           12,053
                                                          -------------- --------------
CASH AT END OF PERIOD .................................   $   215,194    $   215,194
                                                          ============== ==============
</TABLE>
                See accompanying notes and accountant's report.

                                        6
<PAGE>
                WIRELESS FRONTIER INTERNET, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS

                               September 30, 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.

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  436,835  shares  of common  stock  valued at $6 per  share.  This  purchase
expanded  the  Company's  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.

                                       7
<PAGE>
                        WIRELESS FRONTIER INTERNET, INC.
                          NOTES TO FINANCIAL STATEMENTS

                               September 30, 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

On June 30,  2003,  the Company  entered  into an  agreement to purchase all the
assets of Kolinek  Internet  service for 28,048 shares of common stock valued at
$6 per share.  This purchase  expanded the Company's  Internet  Service Provider
area in the Highway 281 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 104,166 shares
of common stock valued at $6 per share.  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 55,166 share of the  Company's
common  stock and the  assumption  of $51,000  in notes  payable.  The  acquired
company sells phone cards and provides pay phone services in Southwestern Texas.

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 16,026,579  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. 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
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.

Today the Company is a Wireless  Internet  Service  Provider in southwest Texas,
providing both wireless and dial-up services in addition to the equipment sales.

                                       8
<PAGE>
                WIRELESS FRONTIER INTERNET, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS

                               September 30, 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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                                                 $31,273
         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's net operating  loss
carryforward at December 31, 2002 is approximately $186,000.

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,  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

                                       9
<PAGE>
                WIRELESS FRONTIER INTERNET, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS

                               September 30, 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Company has two  covenants  not to compete.  One has a  three-year  life and the
other has a five-year life.

Use of Estimates

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

NOTE -2 FIXED ASSETS

Fixed assets are summarized by major classifications as follows:

                                                        June 30,
                                                         2003
                                                         ----
         Buildings                                     $375,000
         Equipment                                    1,201,423
         Vehicles                                       466,334
                                                    ------------
                                                      2,042,757
         Less: Accumulated depreciation                (311,791)
                                                     $1,730,966
                                                    ============


Depreciation expense for the six months ended June 30, 2003 was $91,645.

NOTE 3 - GOODWILL AND COVENANTS NOT TO COMPETE

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

                                                        June 30,
                                                          2003
                                                        -------
         Goodwill                                     $3,510,452
         Covenants not to compete                         10,000
                                                      -----------
                                                       3,520,452
         Less: Accumulated amortization                  (69,351)
                                                      -----------
                                                      $3,451,101

                                                      ===========

                                       10
<PAGE>
                 WIRELESS FRONTIER INTERNET, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS

                               September 30, 2003

NOTE 3 - GOODWILL AND COVENANTS NOT TO COMPETE-CONTINUED

Amortization expense for the six months ended June 30, 2003 was $32,044.

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

                             2003      $150,394
                             2004       236,558
                             2005       235,030
                             2006       235,030
                             2007       234,447

NOTE 4 - NOTES PAYABLE

On May 15, 2001, the Company entered into a Line of Credit Loan Agreement with a
local Bank for  $150,000.  The loan was renewed for an  additional  year when it
expired on May 15,  2002.  The initial  interest  rate on the loan was 9.5% that
varied with the Wall Street  Journal  Prime Rate.  The rate at December 31, 2002
was  6.25%.  The  loan is  secured  by all  inventories,  accounts  and  general
intangibles  owned by the Company.  Two shareholders and officers of the Company
also guarantee the loan. The balance due at September 30, 2003 was $0.

On November 14, 2002, the Company entered into a Line of Credit Agreement with a
local  bank for  $175,000  due March 7, 2003.  The loan was  renewed on March 7,
2003. 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 September 30, 2003 was $171,232.

On July 17, 2000,  the Company  entered into a loan  agreement with a local bank
for $26,659. The loan calls for 30 monthly payments of $1,014 including interest
at 10.5%.  The note is secured by the equipment  purchased and a bank account of
the Company.  The majority shareholder and officer of the Company also guarantee
the note. The note was paid in full in January 2003, according to the terms.

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  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

                                       11
<PAGE>
                WIRELESS FRONTIER INTERNET, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS

                               September 30, 2003

NOTE 4 - NOTES PAYABLE-CONTINUED

of the  Company.  At  September  30,  2003 the  balance  outstanding  under this
agreement was $59,422.

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 the quarter.

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 balance due at September 30, 2003 was $15,915.

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 including  interest.  The vehicle  purchased  secures the loan.
This  loan was paid off  during  the  second  quarter,  in  connection  with its
assumption in a vehicle purchase, by one of the Company's employees.

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 balance due at June 30, 2003 was $9,474.

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


                                       12
<PAGE>
                WIRELESS FRONTIER INTERNET, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS

                               September 30, 2003

NOTE 4 - NOTES PAYABLE-CONTINUED

shareholders  and officers of the Company also  guarantee the loan.  The balance
due at September 30, 2003 was $392,955.

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 September 30, 2003 was
$9,961.

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 September 30, 2003 was $83,964.

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  guarantee the loan. The balance at September
30, 2003 was $24,668.

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 September 30, 2003 was $32,089.

On April 21, 2003,  the Company  entered into a loan  agreement  with a bank for
$38,710.  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 September 30, 2003 was $35,248.

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 September 30, 2003 was $32,022.

                                       13
<PAGE>
                WIRELESS FRONTIER INTERNET, INC.AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS

                               September 30, 2003

NOTE 4 - NOTES PAYABLE-CONTINUED

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 September 30, 2003 was $27,671.

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 September 30, 2003 was $36,386.

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 balance
at September 30, 2003 was $37,959.

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 balance
at September 30, 2003 was $38,598.

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 September 30, 2003 was $81,462.

On June 1,  2003,  the  Company  entered  into a loan  agreement  with a finance
company for $9,600. The loan calls for 16 monthly payments of $658 plus interest
at 10.2%. The loan is secured by the installation vehicle purchased.  An officer
of the Company also  guarantee  the loan.  The balance at September 30, 2003 was
$9,032.

                                       14
<PAGE>
                WIRELESS FRONTIER INTERNET, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS

                               September 30, 2003

NOTE 4 - NOTES PAYABLE-CONTINUED

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 due at September 30, 2003 was $8,295.

On February 5, 2001 the Company  entered  into a loan  agreement  with a finance
company for $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 due
at September 30, 2003 was $410.

On February 6, 2001 the Company  entered  into a loan  agreement  with a finance
company  for  $18,929  to  purchase  equipment.  The loan  calls for 36  monthly
payments of $637 including  interest at 14.6%. The equipment secures the note. A
shareholder  and officer of the Company also guarantee the note. The balance due
at September 30, 2003 was $2,966.

On April 16,  2003 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 due
at September 30, 2003 was $1,566.

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 due at June 30, 2003 was $15,540.

                                       15
<PAGE>
                WIRELESS FRONTIER INTERNET, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS

                               September 30, 2003

NOTE 4 - NOTES PAYABLE-CONTINUED

On February 6, 2003 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 due
at September 30, 2003 was $626.

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 due at September 30, 2003 was $8,168.

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 Company
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 September 30,
2003 was $55,976.

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 $51,000  and the balance  outstanding  on these
loans at September 30, 2003 was $36,500.

Total Long-Term debt at September 30 is as follows:
                                                                2003
                                                                ----
         Long-term debt                                       $997,420
         Less Current portion                                 (299,723)
                                                              ---------
         Long-term debt                                       $697,697
                                                              =========
Maturities on long-term debt are as follows:
                  Year ending December 31,

                           2003           $172,057
                           2004            239,307
                           2005            173,488
                           2006            167,157
                           2007            171,907
                           Thereafter      100,828
                                        ------------
                           Total        $1,024,744

                                       16
<PAGE>
                WIRELESS FRONTIER INTERNET, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS

                               September 30, 2003

NOTE 5 - COMMITMENTS

The Company leases real estate in Sanderson  under a five-year  agreement due to
expire in 2008. The lease calls for monthly payments of $675 per month.

The Company leases real estate in Fort Davis under a  month-to-month  agreement.
The lease calls for monthly payments of $300 per month.

The Company leases real estate in Alpine under a month-to-month  agreement.  The
lease calls for monthly payments of $625 per month.

The Company leases equipment on a month-to-month  basis from an individual.  The
lease calls for monthly payments of $1,221 per month.

The Company leases  equipment under a 7-month  agreement from a leasing company,
which expires January 24, 2003. The lease calls for monthly payments of $892 per
month,

                  Future minimum lease payments are as follows:
                             2003        $9,000
                             2004         8,100
                             2005         8,100
                             2006         8,100
                             2007         8,100

NOTE 6 - RELATED PARTY TRANSACTIONS

Prior to entering into the Agreement and Plan of Merger  between the Company and
Wireless Frontier Internet Inc., a Texas corporation, the Company advanced funds
to  Shareholders  and  Officers of the Company  which total  $20,268 at June 30,
2003. The advances are non-interest  bearing and are due on demand.  The Company
has not indicated any desire to call the advances at this time.

NOTE 7 - SUBSEQUENT EVENT

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

                               September 30, 2003

NOTE 7 - SUBSEQUENT EVENT - CONTINUED

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.

                                       17
<PAGE>
ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations or Plan of Operation

Introduction

     The  following  discussion  of our  financial  condition and results of our
operations should be read in conjunction with the Financial Statements and Notes
thereto.  This document contains certain  forward-looking  statements including,
among  others,  anticipated  trends in our  financial  condition  and results of
operations and our business strategy. These forward-looking statements are based
largely on our  current  expectations  and are  subject to a number of risks and
uncertainties. Actual results could differ materially from these forward-looking
statements.  Important  factors to consider in evaluating  such  forward-looking
statements  include  (i)  changes in  external  factors  or in the our  internal
budgeting  process which might impact trends in our results of operations;  (ii)
unanticipated  working capital or other cash requirements;  (iii) changes in our
business  strategy or an inability to execute its strategy due to  unanticipated
changes in the  industries  in which it operates;  and (iv) various  competitive
market  factors  that  may  prevent  us  from  competing   successfully  in  the
marketplace.

History

     On July 7, 1998, Partners Alliance Group, Inc.. ("PAG"), which was owned by
Alex Gonzalez,  a majority  shareholder,  executive  officer and director of the
Company,  was incorporated  under the laws of the State of Texas for the purpose
of  selling  computer  components  in Texas and  Colorado.  On  January 1, 2001,
West-Tex Internet,  Inc. contributed its assets to PAG, which established PAG as
a Internet  service  provider.  On November  30,  2001,  PAG  acquired  Overland
Network,  Inc. a company  engaged in providing  dial up and  broadband  wireless
Internet  services in the Trans Pecos region of Texas.  This  purchase  expanded
PAG's Internet service provider area to include Terlingua,  Presidio, Sanderson,
Sheffield,  Comstock,  Big Bend National Park and Heath Canyon,  Texas areas. On
April 1, 2003, PAG changed its name to Wireless Frontier Internet, Inc., a Texas
corporation.  Today, Wireless-TX has developed into an Internet service provider
in the  southwest  Texas and Kansas areas,  providing  both dial-up and wireless
services in addition to the equipment sales.

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 designs, develops,
markets and supports fixed wireless  broadband  Internet  access  products.  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,  but do not have  access  to  cable  or DSL from the  traditional
service providers.

     The Company will focus its primary marketing efforts on providing  wireless
broadband  access  services  to  customers  located in rural  areas of Texas and
Kansas and then  throughout  the United States.  The Company will  superficially
focus on cities of less  than  150,000  inhabitants.  As the  Company  positions
itself  as a  high  quality  service  provider,  it  targets  to  offer  network
reliability complemented by quality customer support.

     The Company  will need to raise  substantial  capital over the next year to
fund its operations and to implement its  strategies.  The  continuation  of the
Company as a going concern is dependent  upon the successful  implementation  of
its  business  plan,  raising  capital,   and  ultimately  achieving  profitable
operations.  However,  there can be no assurance  that the business plan will be
successfully implemented. The inability of the Company to implement the business
plan or to  successfully  raise  capital  could  adversely  impact the Company's
business and  prospects.  The Company  presently does not have plans to commence

                                       18
<PAGE>
any product  research  and  development,  purchase or sell plant or  significant
equipment  except that the Company  intends to expand its  business  through the
acquisition of Internet service provides located throughout the United States of
which no assurance can be guaranteed.

     The Company will focus its effort on customer  satisfaction  by  attracting
and  retaining a core team of  professionals.  We plan to increase  our staffing
levels  only as  required  by our  operation.  We  currently  have no  plans  to
significantly increase the number of our employees.

Liquidity and Capital Resources

     At  September  30,  2003,  we had  working  capital  of  $73,129.  We  have
historically  sustained our operations and funded our capital  requirements with
the funds received from working  capital loans  received from various  financial
institutions.

     As of September  30, 2003, we did not have any  financing  arrangements  in
place. We believe that the funds generated from operations will be sufficient to
fund our  operations  for the next 12  months.  In the event that the funds from
operation  are not  sufficient,  we will enter into  financing  arrangements  as
needed.  As of  September  30,  2003,  we had  $215,194 in cash and  $399,118 in
accounts   receivable  that  could  be  used  in  connection  with  funding  our
operations.

     If we need to obtain  capital,  no  assurance  can be given that we will be
able to obtain this capital on  acceptable  terms,  if at all. In such an event,
this may have a materially adverse effect on our business, operating results and
financial  condition.  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.  As we generally
obtain  all  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.

Item 3.  Controls and Procedures

     As of September 30, 2003, an evaluation was performed under the supervision
and with the participation of the Company's management,  including the Principal
Executive Officer and the Principal  Financial Officer,  of the effectiveness of
the design and operation of the Company's  disclosure  controls and  procedures.
Based on that  evaluation,  the  Company's  management,  including the Principal
Executive  Officer  and the  Principal  Financial  Officer,  concluded  that the
Company's  disclosure controls and procedures were effective as of September 30,
2003. There have been no significant  changes in the Company's internal controls
or in other factors that could significantly affect internal controls subsequent
to September 30, 2003.

                                       19
<PAGE>
                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

     In  May  2003,  Wireless-TX,   pursuant  to  that  certain  Asset  Purchase
Agreement,  purchased the assets of Momentum Online Computer  Services,  Inc., a
Texas  corporation  ("Momentum")  in  exchange  for the  issuance  of  shares of
Wireless-TX.   On  November  10,  2003,   Momentum  filed  a  complaint  against
Wireless-TX in district state court for the State of Texas. Momentum's complaint
alleges  that  Wireless-TX  breached  its contract as a result of the failure to
deliver shares of common stock of Wireless-TX 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. The management
of Wireless-TX  believes that Momentum's lawsuit is without merit and intends to
vigorously defend this matter.

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,  Principal  Executive Officer and
              Principal  Financial  Officer  pursuant  to  Section  906  of the
              Sarbanes-Oxley Act of 2002.

         32.1 Certification by Alex Gonzalez,  Principal  Executive Officer and
              Principal  Financial  Officer  pursuant  to  Section  302  of the
              Sarbanes-Oxley Act of 2002.

         (b) Reports

     The Company filed a Form 8-K Current Report on January 14, 2004 reporting a
change in its certifying accountant, the entering into of the Agreement and Plan
of Merger with Wireless  Frontier  Internet,  Inc., a Texas  corporation and the
entering  into  an  Asset  Purchase  Agreement  for the  sale  of the  Company's
wholly-owned subsidiary, Winfill Holdings International Limited

                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                Wireless Frontier Internet, Inc.


                                By:  _/s/ Alex Gonzalez______________________
                                     Alex Gonzalez, CEO

                                       20