10KSB/A 1 erf_10ksba-123107.htm FORM 10-KSB AMENDMENT erf_10ksba-123107.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 10-KSB/A
 
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
FOR THE YEAR ENDED DECEMBER 31, 2007
 
COMMISSION FILE NUMBER 000-27467
 
ERF WIRELESS, INC.
(Exact name of registrant as specified in its charter)
 

Nevada
  
000-27467
  
76-0196431
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)

 
2911 SOUTH SHORE BOULEVARD, SUITE 100, LEAGUE CITY, TEXAS 77573
 (Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code:   (281) 538-2101
 
Securities registered under Section 12(b) of the Exchange Act:
 
None.
 
Securities registered under Section 12(g) of the Exchange Act:
 
$.001 PAR VALUE COMMON STOCK
 
Check whether the issuer is not required to file report pursuant to Section 13 or 15(d) of the Exchange Act [_]
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_]
 
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X]
 
Indicate by check mark whether the registrant is a shell Company (as define in 12b-2 of the Exchange Act). [_] Yes [X] No
 
ERF Wireless, Inc.’s revenue for its most recent fiscal year was $5,569,000.
 
As of March 26, 2008 the aggregate market value of the shares of common stock held by non-affiliates (based on the closing price of $0.57 per share for the common stock as quoted on that date) was approximately $41,148,331.
 
As of March 25, 2008, the Company had outstanding 72,190,054 shares of its $.001 par value common stock.
 
Transitional Small Business Disclosure Format (check one): Yes [X] No [_]

 
 
 

 
Explanatory Note:
 
 
 
 
 
 
 
ITEM 13. EXHIBITS
 
Exhibit 2.1
Agreement and Plan of Merger between Fleetclean Systems, Inc. and ERF Wireless, Inc. (1)
Exhibit 2.2
Articles of Merger (1)
Exhibit 3.1
Articles of incorporation of ERF Wireless, Inc. (1)
Exhibit 3.1.1
Certificate of Amendment to Articles of incorporation of ERF Wireless, Inc. (1)
Exhibit 3.2
Bylaws of ERF Wireless, Inc. (1)
Exhibit 4.1
Designation of Preferences (1)
Exhibit 4.2
Amendment to Designation of Preferences (7)
Exhibit 4.3
Amended and Restated Designation of Series A Preferred Stock (11)
Exhibit 10.1
Greg Smith Amended and Restated Employment Agreement (5)
Exhibit 10.2
Addendum to Debt Conversion and Funding Agreement effective September 30, 2004  between ERF Wireless, Inc., Eagle R.F. International and Investors. (6)
Exhibit 10.3
Asset and Liability Contribution Agreement dated March 31, 2004 between Fleetclean Systems, Inc. and Fleetclean Chemicals, Inc. (2)
Exhibit 10.4
Stock Purchase Agreement dated May 15, 2004 between Systom Trust Joint Venture and Kenneth A. Phillips et. al. (3)
Exhibit 10.5
Subscription Agreement dated May 11, 2004 between Fleetclean Systems, Inc. and  Systom Trust Joint Venture (3)
Exhibit 10.6
Acquisition Agreement dated May 15, 2004 between Kenneth A. Phillips and Fleetclean Systems, Inc. (3)
Exhibit 10.7
2004 Non-Qualified Stock Compensation Plan (4)
Exhibit 10.8
Second Addendum to Debt Conversion and Funding Agreement effective July 1, 2005  between ERF Wireless, Inc., Eagle R.F. International and Investors. (8)
Exhibit 10.9
Form of Common Stock Purchase Warrant Agreement, by and between ERF Wireless, Inc. and Investor (9)
Exhibit 10.10
Form of Convertible Term Note, by and between the ERF Wireless, Inc. and Investor (9)
Exhibit 10.11
Form of Registration Rights Agreement, by and between the ERF Wireless, Inc., and Investor (9)
Exhibit 10.12
Form of Stock Purchase Agreement, by and between ERF Wireless, Inc. and Investor.(9)
Exhibit 10.13
Asset Purchase Agreement dated August 8, 2005, by and among ERF Wireless, Inc.,  a Nevada corporation, ERF Enterprise Network Services, Inc., a Texas corporation, and Skyvue USA East Central Texas, Inc., a Texas corporation (10)
Exhibit 10.14
Form of Skyvue Note (11)
Exhibit 10.15
Series A Preferred Conversion Restriction Agreement (11)
Exhibit 10.16
Warrant issued in June 2004(11)
Exhibit 10.17
Employment Agreement with John Burns(11)
Exhibit 10.18
Employment Agreement with Arley Burns(12)
Exhibit 10.19
Amendment of Angus Capital (12)
Exhibit 10.20
Acquisition of Net Yeti (13)
Acquisition of Door (14)
Exhibit 10.22
Employment Agreement with Richard Royall
Exhibit 20.1
List of Subsidiaries(11)
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
Exhibit 31.1
Certification of Chief Executive Officer pursuant to Rules 13a-14 (a) and 15d-14 (a), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2
Certification of Chief Financial Officer pursuant to Rules 13a-14 (a) and 15d-14 (a), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002 (12)
Exhibit 32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 
 
(1)
Incorporated by reference from the Form 10-QSB for September 30, 2004;
(2)
Incorporated by reference from the Form 10-QSB for June 30, 2004;
(3)
Incorporated by reference from the Form 8-K for May 28, 2004;
(4)
Incorporated by reference from the Form S-8 filed December 29, 2004;
(5)
Incorporated by reference from the Form 10-KSB filed April 15, 2005;
(6)
Incorporated by reference from the Form 10-KSB/A - Amendment No. 1 filed on August 29, 2005;
(7)
Incorporated by reference from the Form 10-QSB for March 31, 2005;
(8)
Incorporated by reference from the Form 10-QSB/A - Amendment No. 1;
(9)
Incorporated by reference from the Form 8-K for September 19, 2005;
(10)
Incorporated by reference from the Form 8-K for August 12, 2005;
(11)
Incorporated by reference from the Form SB-2 filed on December 12, 2005.
(12)
Incorporated by reference from the Form 10-KSB filed April 17, 2007
(13)
Incorporated by reference from the Form 8-K filed on October 20, 2006.
(14)
Incorporated by reference from the Form 8-K filed on December 21, 2006.

 
 
 

SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to Form 10-KSB to be signed on its behalf by the undersigned, thereunto duly authorized.

 
 
ERF WIRELESS, INC.
 
 
By: /s/ H. Dean Cubley
Name: Dr. H. Dean Cubley
Title: Chief Executive Officer
Date: April 1, 2008
 
 

 
Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to Form 10-KSB has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


SIGNATURE
TITLE
 DATE
     
/s/ Dr. H. Dean Cubley
Dr. H. Dean Cubley
Chairman of the Board of Directors
Principal Executive Officer, and Director
April 1, 2008
     
/s/ Richard R. Royall
Richard R. Royall
Director and Chief Financial Officer,
Principal Financial Officer
April 1, 2008
     
/s/ R. Greg Smith
R. Greg Smith
Director and CEO of ENS
April 1, 2008
     
/s/ Dr. Bartus H. Batson
Dr. Bartus H. Batson
Director
April 1, 2008