UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 24, 2007
ERF WIRELESS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 000-27467 76-0196431
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(State of organization) (Commission File Number) (IRS Employer
Identification No.)
2911 South Shore Boulevard, Suite 100,
League City, Texas 77573
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (281) 538-2101
Former name or former address, if changed since last report: Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a- 12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
Between July 27, 2007, and September 9, 2007, we issued to various
accredited investors an aggregate of 7,901,905 shares of common stock for
aggregate consideration of $1,853,000.00. We relied on Section 4(2) of the Act
in effecting this transaction.
See the disclosure set forth in Item 8.01 below.
ITEM 8.01 OTHER EVENTS
In December 2004, we adopted an option plan reserving 5,000,000 shares
for issuance, and filed a registration statement on Form S-8 with respect to the
issuance of such shares. In April 2007 we adopted a new plan reserving 5,000,000
shares of common stock and in May 2007 we amended the December 2004 plan to
increase the amount of shares eligible for issuance by 5,000,000 shares; on May
29, 2007, we filed two registration statements on Form S-8 to cover the issuance
of shares pursuant to the new plan and the amended plan. During the period from
January 31, 2007 through May 25, 2007, we issued 4,729,534 shares of common
stock for services rendered valued at approximately $560,432 to Company
employees in lieu of salary and consultants for business and business
development services, all such issuances being part of our ordinary course of
business. We subsequently determined in August 2007 that there were insufficient
shares reserved pursuant to the then existing written compensatory plan to cover
the issuance of these 4,729,534 shares, and moreover, that such shares were
issued without a restrictive legend pursuant to a registration statement on Form
S-8 that did not cover the issuance of such shares. We initiated a recission
offer commencing on August 31, 2007, with respect to all of the holders of
shares issued during this period, and as of September 19, 2007, holders of
4,727,261 shares (equating to $560,182) have not accepted (i.e. rejected) the
rescission offer, and therefore, made no monetary claim against us.
The Company determined that it lacked sufficient controls and
procedures governing the tracking of the total quantity of issuance of shares of
its S-8 common stock and has adopted a policy whereby it has set up stronger
controls and agreements with the transfer agent to avoid this situation in the
future. The audit committee has addressed this matter with the Company's
independent accountant and we do not presently intend to amend any Company
filings under the Securities Exchange Act of 1934.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ERF Wireless, Inc.
By: /s/ H. Dean Cubley
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H. Dean Cubley, Chief Executive Officer
DATE: September 21, 2007