Mail Stop 3561
December 29, 2005
R. Greg Smith
Chief Executive Officer
ERF Wireless, Inc.
2911 South Shore Blvd., Suite 100
League City, Texas 77573
Re: ERF Wireless, Inc.
Registration Statement on Form SB-2
Filed December 12, 2005
File No. 333-130274
Dear Mr. Smith:
We have limited our review of your filing to those issues we
have addressed in our comments. Where indicated, we think you
should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Selling Stockholders, page 26
1. You have not included an adequate discussion of how the
securities
being offered for resale were acquired by some of the selling
shareholders. You may provide this information in the Recent
Sales
of Unregistered Securities section of the registration statement
pursuant to Item 701 of Regulation S-B.
2. Please identify the natural persons who exercise voting and
investment control over the securities held of record by Six
Eighteen
Corp. and Sella Invest & Trade, Inc. See interpretation 4S of the
Manual of Publicly Available Telephone Interpretations (March 1999
supplement).
Plan of Distribution, page 28
3. You state in the third paragraph on page 29 that DP Securities,
Inc., and other selling security holders "are deemed to be"
underwriters. Given the fact that DP Securities, Inc., is a
registered broker-dealer and does not appear to have received the
securities as compensation for underwriting activities, please
state
that it "is" an underwriter.
Item 28. Undertakings, page II-4
4. In your amended filing, please revise to include the new
undertakings that became effective on December 1, 2005. See
Questions 3 through 6 in Securities Offering Reform Transition
Questions and Answers, which is available on our web site at
http://www.sec.gov/divisions/corpfin/transitionfaq.htm. See new
Item
512(a)(4) and 512(g) of Regulation S-B, which were adopted in
Securities Offering Reform, Release No. 33-8591 (July 19, 2005),
which is available on our web site at
http://www.sec.gov/rules/final/33-8591fr.pdf.
Signatures, page II-5
5. Provide the signature of your controller or principal
accounting
officer. Please note that any person who occupies more than one
of
the specified positions must indicate each capacity in which he or
she signs the registration statement.
* * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that the filing includes all information required under
the
Securities Act of 1933 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Please contact Pradip Bhaumik, Attorney-Advisor, at (202)
551-
3333, Michele Anderson, Legal Branch Chief, at (202) 551-3833, or
me
at (202) 551-3810 with any other questions.
Sincerely,
Larry Spirgel
Assistant Director
cc. Thomas C. Pritchard, Esq.
Brewer & Pritchard, P.C.
Fax: (713) 659-5302
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R. Greg Smith
ERF Wireless, Inc.
December 29, 2005
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