SECTION 2 FINANCIAL INFORMATION.
The registrant, ERF Wireless, Inc. is referred to herein as "we" or "our."
On May 15 and August 15, 2015, we failed to complete and file our Forms 10-Q for our 1st and 2nd Fiscal Quarters (ending March 31, 2015, and June 30, 2015, respectively) on the prescribed due dates due to a lack of adequate financial resources. We will continue the work required to complete and file our Forms 10-Q for these periods and intend to file them as soon as practical after we have adequate financial resources.
SECTION 3 – Securities and Trading Markets
ITEM 3.03. Material Modifications to Rights of Security Holders
The registrant, ERF Wireless, Inc. is referred to herein as "we", "our" or "us".
On July 6 and on August 19, 2015, by resolution of the board of directors pursuant to a provision in our Articles of Incorporation, we filed and amended a Certificate of Designation with the Secretary of State of Nevada establishing a new series of convertible preferred stock (Series B) along with its voting powers, designations, preferences, limitations, restrictions and relative rights, as given below:
SERIES B CONVERTIBLE PREFERRED STOCK $.001 PAR VALUE [the "Series B" consisting of 10,000,000 (ten million) shares with a .25% monthly coupon rate paid monthly in cash or Preferred B stock and with an initial price of $1.00].
The Series B shall be senior to all of the Corporation's Preferred Stock except the Series A. The Series B Preferred Stock shall have no voting power. Each holder of shares of Series B Preferred Stock may, at any time after six (6) months from the date of issue (or sooner with the agreement of the Corporation), and upon a seven (7) day written notice, convert up to 5% per month of the original issued amount of shares, plus all dividends accrued and unpaid on such Series B Preferred Stock up to the conversion date on the terms and conditions set forth in the Certificate of Designation, into fully paid non-assessable shares of the Corporation's Common Stock. The number of shares of Common Stock into which each share of Series B Preferred Stock may be converted shall be determined by multiplying the number of shares of Series B Preferred Stock to be converted by ten (10). All or part of the Preferred B may be redeemed in cash or debt at the original purchase price with the mutual consent of Corporation and the Preferred B stockholder.
