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
(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 8.01 OTHER EVENTS
In September 2005, the Company borrowed $1,500,000 from various
investors evidenced by convertible secured promissory notes. In January 2006,
the Company's registration statement, registering the resale of shares of common
stock underlying the convertible notes as well as shares of common stock
underlying warrants to purchase shares of common stock, was deemed effective
with the SEC. In September 2007, all remaining unconverted obligations owed by
the Company pursuant to this $1.5 million financing were paid in cash in full.
In August 2007, we discovered that we did not amend or supplement our
Registration Statement on Form SB-2 (file # 333-130274) to reflect the
reallocation of shares among selling shareholders in the selling shareholder
table; notwithstanding that disclosure in the selling shareholder section of
such prospectus stated that the actual number of shares may be adjusted and
could be materially more that the number estimated in such table. The resale of
a total of 3,709,999 shares were registered in January 2006, and prior to filing
a post-effective amendment in October 2006, a total of 1,551,871 shares were
resold, of which 497,036 shares (valued at approximately $131,000) were not
specifically allocated among selling shareholders and believed to be resold
between August and October 2006 without us filing a supplement or amendment. The
October 2006 post-effective amendment reflected the registration of the resale
of 2,012,847 shares, of which all such shares were subsequently resold pursuant
to such registration statement, although a total of 123,706 shares (valued at
approximately $10,000) were reallocated among selling shareholders and believed
to have been sold between February and April 2007 without us filing a supplement
or amendment. We believe that during the periods in question the selling
shareholders would have been entitled to rely on the resale registration
statement as well as on Section 4(1) of the Act.
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 24, 2007