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ERF Wireless, Inc. Acquires Wide Area Wireless Network in an All Stock Transaction.


LEAGUE CITY, Texas -- ERF n. 1. A garden plot, usually about half an acre.  Wireless, Inc. (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
:ERFW ERFW Engine Room Fresh Water (naval engineering) ) a newly restructured and recapitalized broadband products and services public company today announced its first acquisition in the wireless industry. ERFW entered a Stock Purchase Agreement to acquire Eagle R. F. International, Inc., a Texas corporation, d/b/a/ Contact Wireless in an all-stock transaction from its founders. Contact Wireless headquartered in League City, Texas operates a wide area wireless network with a network switch and retail outlet retail outlet npunto de venta

retail outlet npoint m de vente

retail outlet retail n
 in San Antonio, Texas “San Antonio” redirects here. For other uses, see San Antonio (disambiguation).
San Antonio is the second most populous city in Texas, the third most populous metropolitan area in Texas, and is the seventh most populous city in the United States. As of the 2006 U.S.
 and has a customer base of several thousand wireless customers primarily in Texas, Oklahoma and Louisiana. The customer base consists of both narrowband and broadband wireless See wireless broadband.  subscribers. Under the Stock Purchase Agreement and a related Debt Conversion and Funding Agreement Funding Agreement

Illiquid insurance contracts that provide guaranteed principal repayment and interest payments for a predetermined period of time.

Notes:
Funding agreements are marketed to mutual fund companies and municipal reinvestments.
, ERFW will issue 1,000,000 shares of its $.001 par value common stock to acquire 100% of the capital stock of Eagle R. F International, Inc. Simultaneously, various note holders of Eagle R.F. International, Inc. have agreed to convert their existing notes, plus contribute additional cash during the next 90 days. ERFW will issue 1,500,000 shares of its Series A Convertible Preferred Stock Convertible Preferred Stock

Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares".
 at a price of $0.50 per share to the Investors for $750,000 under the Debt Conversion and Funding Agreement. ERFW has 2,500,000 shares of its Series A Convertible Preferred Stock authorized of which 1,000,000 shares were outstanding prior to entering into the Debt Conversion and Funding Agreement. ERFW issued 1,000,000 shares of Convertible Preferred Stock to System Trust Joint Venture on May 19, 2004 at a price of $0.2907 per share -- (see Form 8-K Form 8-K

The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock.


Form 8-K

See 8-K.
 File No. 0-27467 Accession No. 1019687-4-1225).

In addition to the business operations, the combined companies plan to add executive talent in the coming months and will move into a newly remodeled 12,000 square foot headquarters facility within the next two months. Eagle R.F. International, Inc. previously retained the Independent Registered Public Accounting Firm of Lopez, Blevins, Bork & Associates, LLP LLP - Lower Layer Protocol  to prepare audited financial statements of its operations in conformity with applicable regulations.

ERFW will be filing a Current Report on Form 8-K promptly and investors are cautioned to review that information carefully. Further, financial statements that reflect the closing under the Stock Purchase Agreement and Debt Conversion and Funding Agreement will be filed by amendment to the Form 8-K. Under current SEC rules this time period may extend for 60 calendar days from the filing of the initial Form 8-K. Moreover, investors are reminded that effective September 20, 2004, ERFW completed a name change from Fleetclean Systems, Inc., changed its corporate domicile from Texas to Nevada and affected a 1 for 75 reverse stock split so that its 25,105,460 common shares prior to the split were converted into 334,949 shares of $.001 par value common stock. In May 2004, ERFW entered a series of agreements that implemented a restructuring, caused a transfer and sale of its historical operations and began to look for new business opportunities.
For additional information, please write
                             R. Greg Smith
                        Chief Executive Officer
                          ERF Wireless, Inc.
                   2911 South Shore Blvd., Suite 100
                         League City, TX 77573
                    Telephone number: 281-538-2101
                    Facsimile number: 281-538-2155

COPYRIGHT 2004 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2004, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Oct 1, 2004
Words:531
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