UNITED STATES
SECURITIES AND 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) OCTOBER 17, 2007
ERF WIRELESS, INC.
(Exact name of registrant as specified in its charter
Nevada 000-27467 76-0196431
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) 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
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 (see General Instructions A.2 below):
[ ] 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 17, 2007, ERF Wireless, Inc. ("ERFW" or "Buyer"), entered into a
definitive agreement to acquire substantially all the assets from Momentum
Online Internet Services, Inc., and Momentum Online Computer Services, Inc. (dba
Momentum Online, jointly addressed as "Momentum" or "Seller").
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On October 17, 2007, ERFW completed the purchase of substantially all the assets
from Momentum Online Internet Services, Inc., and Momentum Online Computer
Services, Inc. (the "Business"). The assets purchased include substantially all
of the assets associated with the Internet operations of Momentum including the
current customer base, inventory, equipment, contract rights, vehicles, Internet
address space, general intangibles and wireless broadband equipment
infrastructure comprising the network that covers approximately 3,200 square
miles in a geographic area covering five counties in Central Texas, including
Llano, Burnet, Gillespie, Blanco and Comal counties.
The asset purchase agreement required ERFW to pay aggregate consideration of
$1,200,000 plus the assumption of certain operating liabilities. These
liabilities include all of the liabilities: (i) arising in connection with the
operation of the Business by the Subsidiary after the Closing date, (ii) arising
after the Closing date in connection with the performance by the Subsidiary of
the contracts and agreements associated with the Business assigned to
Subsidiary, including the ISP Subscriber Contracts, office lease and utilities
in effect pertaining to the Business, equipment and tower leases, and the
Equipment Purchase, Monitoring and Maintenance Agreements in existence with
customers, (iii) accounts payable outstanding or accrued as of the closing date
as limited and subject to the adjustments set forth in section 1.7 - Adjustments
to Purchase Price, (iv) the $122,127.59 Blanco National Bank note # 11073
(3-year amortization), and (v) the Century Van and truck note(s) for $11,923. At
the time of the transaction, there were no material relationships between the
Seller and ERFW or any of its affiliates, or any director or officer of ERFW, or
any associate of any such officer or director.
A copy of the asset purchase agreement and ERFW's press release announcing the
closing of the acquisition of Momentum are included as exhibits to this report.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Financial statements of the business acquired and pro forma financial
information will be filed by amendment within the time limits prescribed by Form
8-K.
(d) EXHIBITS.
Exhibit 10.34 Asset Purchase Agreement dated October 17, 2007 between
ERF Wireless, Inc., a Nevada corporation, Momentum Online
Internet Services, Inc. and Momentum Online Computer Services,
Inc., Texas corporations.
Exhibit 99.1 Press release dated October 18, 2007 announcing the
completion of the Asset Purchase Agreement to acquire
virtually all of the Assets of Momentum Online
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.
October 23, 2007
/S/ Dr. H. Dean Cubley
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Dr. H. Dean Cubley
Chief Executive Officer
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