SEC Comment Letter for ERF Wireless, Inc. (CIK 0001020646) — Oct 31, 2005
ERF Wireless, Inc. (CIK 0001020646)
Date: Oct. 31, 2005 · CIK: 0001020646 · Accession: 0000000000-05-055056
AI Filing Summary & Sentiment
File numbers found in text: 000-27467
Letter
Mail Stop 3561 Via US Mail and Facsimile Mr. Greg Smith Chief Executive Officer and Chief Financial Officer ERF Wireless, Inc. 2911 South Shore Blvd., Suite 100 League City, Texas 77573
Re: ERF Wireless, Inc. Form 10-KSB for the year ended December 31, 2004 Forms 10-QSB for the periods ended March 31, 2005 and June 30, Commission file #: 000-27467
Dear Mr. Smith:
We have reviewed your October 14, 2005 response letter and have the following 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 comments are inapplicable or a revision is unnecessary. We also ask you to provide us with supplemental information so we may better understand your disclosure. Please be as detailed as necessary in your explanation. We look forward to working with you in these respects and welcome any questions you may have about any aspects of our review.
* * * * * * * * * * * * * * * * * * * * * * *
Form 10-KSB for the year ended December 31, 2004
Note 5. Capital Stock
1. We note from your response to our prior comment 6 that you have retroactively restated stockholders` equity to include the 1,000,000 shares of Series A Convertible Preferred Stock as outstanding in all periods presented prior to the merger because the preferred shares were acquired as a step in the acquisition. Given your explanation that the 1,000,000 preferred stock shares acquired on May 15, 2004, 143,800 (post-split) common shares acquired on May 28, 2004, and 1,000,000 common shares issued on September 30, 2004 were all steps in the acquisition, we are unclear as to why the 143,800 common shares are not also presented on the statements of stockholders` equity as outstanding for all periods presented prior to the acquisition. Please explain why these shares were not reflected in the same manner as the other shares exchanged in the reverse merger transaction. We may have further comment upon review of your response.
Form 10-QSB for the quarter ended June 30, 2005
Note 12. Subsequent Events
2. We note from your response to prior comment 7 that you have revised Note 12 and included the disclosures required by paragraph 51 and of SFAS No. 141. Please revise your disclosure in future filings to include the expected amortization period for the intangible assets identified.
* * * * * * * * * * * * * * * * * * * * * * *
As appropriate, please respond to these comments via EDGAR within business days or tell us when you will provide us with a response. Please furnish a cover letter that keys your responses to our comments and provides any requested supplemental information.
You may contact Claire Erlanger at 202-551-3301 or me at 202-551- if you have questions.
Sincerely,
Linda Cvrkel
Branch Chief
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<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
October 28, 2005
Mail Stop 3561
Via US Mail and Facsimile
Mr. Greg Smith
Chief Executive Officer and Chief Financial Officer
ERF Wireless, Inc.
2911 South Shore Blvd., Suite 100
League City, Texas 77573
Re: ERF Wireless, Inc.
Form 10-KSB for the year ended December 31, 2004
Forms 10-QSB for the periods ended March 31, 2005 and June
30,
2005
Commission file #: 000-27467
Dear Mr. Smith:
We have reviewed your October 14, 2005 response letter and have
the
following 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 comments are inapplicable
or a
revision is unnecessary. We also ask you to provide us with
supplemental information so we may better understand your
disclosure.
Please be as detailed as necessary in your explanation. We look
forward to working with you in these respects and welcome any
questions you may have about any aspects of our review.
* * * * * * * * * * * * * * * * * * * * * * *
Form 10-KSB for the year ended December 31, 2004
Note 5. Capital Stock
1. We note from your response to our prior comment 6 that you have
retroactively restated stockholders` equity to include the
1,000,000
shares of Series A Convertible Preferred Stock as outstanding in
all
periods presented prior to the merger because the preferred shares
were acquired as a step in the acquisition. Given your
explanation
that the 1,000,000 preferred stock shares acquired on May 15,
2004,
143,800 (post-split) common shares acquired on May 28, 2004, and
1,000,000 common shares issued on September 30, 2004 were all
steps in
the acquisition, we are unclear as to why the 143,800 common
shares
are not also presented on the statements of stockholders` equity
as
outstanding for all periods presented prior to the acquisition.
Please explain why these shares were not reflected in the same
manner
as the other shares exchanged in the reverse merger transaction.
We
may have further comment upon review of your response.
Form 10-QSB for the quarter ended June 30, 2005
Note 12. Subsequent Events
2. We note from your response to prior comment 7 that you have
revised
Note 12 and included the disclosures required by paragraph 51 and
52
of SFAS No. 141. Please revise your disclosure in future filings
to
include the expected amortization period for the intangible assets
identified.
* * * * * * * * * * * * * * * * * * * * * * *
As appropriate, please respond to these comments via EDGAR within
10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments
and provides any requested supplemental information.
You may contact Claire Erlanger at 202-551-3301 or me at 202-551-
3813
if you have questions.
Sincerely,
Linda Cvrkel
Branch Chief
??
??
??
??
Mr. Greg Smith
ERF Wireless, Inc.
October 28, 2005
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</DOCUMENT>