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) JANUARY 11, 2008 ERF WIRELESS, INC. (Exact name of registrant as specified in its charter Nevada 000-27467 76-0196431 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) 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 January 11, 2008, ERF Wireless, Inc. ("ERFW" or "Buyer") entered into a definitive agreement to acquire substantially all the assets from Crosswind Enterprises, Inc. (dba Crosswind "Crosswind" or "Seller"), operating out of Plains, Texas. ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS On January 11, 2008, ERFW completed the purchase of substantially all the assets from Crosswind Enterprises, Inc. (the "Business"). The assets purchased include substantially all of the assets associated with the Internet operations of Crosswind 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 a geographic area covering certain cities in West Texas and eastern New Mexico, including Plains, Seminole, Levelland, Brownfield, Morton, Whiteface, Needmore, Seagraves, Lamesa and Denver City, Texas and Hobbs, Tatum and Lovington, New Mexico. The asset purchase agreement required ERFW to pay aggregate consideration of $600,000 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, and (iv) the Plains State Bank note for approximately $71,200. 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 is included as an exhibit to this report. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS The Company has determined that the acquisition is not material and thus pro forma financial information of the acquired business will be filed within the Company's Form 10-KSB. (d) EXHIBITS. Exhibit 10.36 Asset Purchase Agreement dated January 11, 2008 between ERF Wireless, Inc., a Nevada corporation, and Crosswind Enterprises, Inc., a Texas corporation. 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. January 17, 2008 /S/ H. Dean Cubley ----------------------------- Dr. H. Dean Cubley Chief Executive Officer