<PAGE>

                 UNITED STATES SECURITIES AND EXCHANGE COMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

        [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2005

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        COMMISSION FILE NUMBER: 000-27467

                               ERF WIRELESS, INC.

              Exact name of Registrant as specified in its charter


            NEVADA                                       76-0196431
    State of Incorporation                  IRS Employer Identification Number


                      2911 South Shore Boulevard, Suite 100
                            League City, Texas 77573
                                  281-538-2101
           Address and telephone number of principal executive offices


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to filing
requirements for the past 90 days.

Yes |X|  No | |.

As of April 30, 2005, the Company had outstanding 4,716,498 shares of its $.001
par value common stock.


                                       1

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<TABLE>
                                PART I - FINANCIAL INFORMATION
                                 ITEM 1. FINANCIAL STATEMENTS

                                      ERF WIRELESS, INC.
                                  CONSOLIDATED BALANCE SHEET
                                        March 31, 2005
                                          (unaudited)
                              ($ in thousands except share data)


                                     ASSETS
<S>                                                                                    <C>
Current assets:
  Cash and cash equivalents                                                                $8
  Securities available for sale                                                             7
  Accounts receivable, net                                                                 11
  Inventories                                                                              36
  Prepaid expenses and other                                                                6
                                                                                -------------
    Total current assets                                                                   68
                                                                                -------------

  Property and equipment                                                                  182
  Less: accumulated depreciation                                                          (20)
                                                                                -------------
    Total Property and Equipment                                                          162
                                                                                -------------

Other assets:
  Other assets                                                                              3
                                                                                -------------
     Total other assets                                                                     3
                                                                                -------------

                                                                                -------------
                             TOTAL ASSETS                                                $233
                                                                                =============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                                        $59
  Deferred revenue                                                                          9
  Accrued expenses and other liabilities                                                   85
                                                                                -------------
    Total current liabilities                                                             153
                                                                                -------------

STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 475,000,000 shares authorized, 4,611,547
shares issued and outstanding                                                               5
Preferred Stock, $.001 par value, 25,000,000
shares authorized, 2,804,296 shares issued and outstanding                                  3
Additional paid in capital                                                              2,289
Accumulated deficit                                                                    (2,217)
                                                                                -------------
  Total Stockholders' Equity                                                               80
                                                                                -------------

                                                                                -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                               $233
                                                                                =============


See accompanying summary of accounting policies and notes to consolidated financial statements


                                               2
</TABLE>

<PAGE>

                               ERF WIRELESS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  FOR THE PERIODS ENDED MARCH 31, 2005 AND 2004
                                   (unaudited)
              ($ in thousands except share data and loss per share)

                                                  Three months     Three months
                                                     Ended            Ended
                                                      2005             2004
                                                 -------------    -------------
Net sales                                        $         109    $          72
Cost of goods sold                                          33               16
                                                 -------------    -------------
Gross profit                                                76               56
                                                 -------------    -------------
Operating expenses:
  Selling, general and administrative                      537              137
  Depreciation and amortization                              6                3
                                                 -------------    -------------
Total Operating expenses                                   543              140
                                                 -------------    -------------

Net loss                                                  (467)             (84)
                                                 -------------    -------------


Deemed dividend related to beneficial
conversion feature of preferred stock                      237                -
                                                 -------------    -------------

Net loss applicable to common shareholders       $        (704)   $         (84)
                                                 =============    =============

Net income (loss) per share:
                                                 -------------    -------------
  Basic                                          ($       0.16)   ($       0.08)
                                                 =============    =============
  Diluted                                        ($       0.16)   ($       0.08)
                                                 =============    =============

Weighted average shares outstanding:
  Basic and diluted                                  4,535,000        1,000,000
                                                 =============    =============

See accompanying summary of accounting policies and notes to financial
statements


                                       3

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<TABLE>
                                                         ERF WIRELESS, INC.
                                           CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                     FOR THE PERIODS ENDED MARCH 31, 2005 AND DECEMBER 31, 2004
                                                             (unaudited)
                                                          ($ in thousands)


                                                                                 Additional              Accumulated      Total
                                             Common Stock      Preferred Stock     Paid In    Retained  Comprehensive  Shareholders'
                                           Shares     Value    Shares    Value     Capital    Earnings      Income        Equity
                                        -------------------------------------------------------------------------------------------
<S>                                         <C>      <C>       <C>       <C>       <C>        <C>          <C>          <C>
Balance, December 31, 2003                  1,000    $    1     1,000    $    1    $     -    $    (43)    $   (2)      $   (43)
                                        -------------------------------------------------------------------------------------------
Activity                                    3,487         4     1,331         1      1,523      (1,469)         2            61
                                        -------------------------------------------------------------------------------------------
Balance, December 31, 2004                  4,487         5     2,331         2      1,523      (1,512)         0       $    18
                                        -------------------------------------------------------------------------------------------
For Services And Compensation                  33         0                            155                                  155
For Retirement of Debt and Liabilities                            473         1        236                                  237
Conversion value of convertible
  preferred stock                                                                      237        (237)                       -
Sale of Common Stock                           93         0                            137                                  138
Unrealized Holdings Gains and Losses                                                                            0             0
Net loss                                                                                      $   (468)                    (468)
                                        -------------------------------------------------------------------------------------------
Balance, March 31, 2005                     4,612     $   5     2,804     $   3   $  2,289    $ (2,217)    $    0       $    80
                                        -------------------------------------------------------------------------------------------


See accompanying summary of accounting policies and notes to financial statements


                                                                  4
</TABLE>

<PAGE>
<TABLE>
                                            ERF WIRELESS, INC.
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     FOR THE PERIODS ENDED MARCH 31,
                                               (unaudited)
                                             ($ in thousands)


                                                                                     2005         2004
                                                                                  ---------    ---------
<S>                                                                               <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                                                        $    (468)   $     (84)
    Adjustments to reconcile net loss to cash used in operating activities:
     Depreciation and amortization                                                        6            3
     Stock issued for services rendered                                                 155            -
Changes in operating assets and liabilities:
  Accounts receivable                                                                   (11)          (7)
  Inventory                                                                              (2)         (13)
  Prepaid expenses and other assets                                                      (1)           2
  Accounts payable and accrued expenses                                                  41          (42)
                                                                                  ---------    ---------
NET CASH USED IN OPERATING ACTIVITIES                                                  (280)        (141)
                                                                                  ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                                                    (91)          34

                                                                                  ---------    ---------
NET CASH (USED)/PROVIDED IN INVESTING ACTIVITIES                                        (91)          34
                                                                                  ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from sale of preferred & common stock                                        373            -
  Increase/(Decrease) in Notes Payable & Long-term Debt                                   -          106
                                                                                  ---------    ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                               373          106
                                                                                  ---------    ---------
NET INCREASE/(DECREASE) IN CASH                                                           2           (1)
                                                                                  ---------    ---------
Cash, beginning of period                                                                 6            8
                                                                                  ---------    ---------
Cash, end of period                                                               $       8    $       7
                                                                                  =========    =========

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid                                                                     $       -    $       -
                                                                                  =========    =========
Income taxes paid                                                                 $       -    $       -
                                                                                  =========    =========

See accompanying summary of accounting policies and notes to financial statements


                                                    5
</TABLE>

<PAGE>

                               ERF WIRELESS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

NATURE OF THE COMPANY

ERF Wireless, Inc. (the Company), a fully reporting public company trading on
the Nasdaq OTC Electronic Bulletin Board under the symbol "ERFW.OB", provides
wireless communications products and services on a nationwide basis; including
the Company's core focus of providing reliable, high-speed wireless broadband
Internet services. Through its three operating divisions, the Company provides
solutions and services to different segments of the wireless industry. The
Company's Wireless Broadband Division provides wireless broadband products and
services and is in the early stages of building or acquiring a seamless wireless
broadband network throughout North America to serve private entities, cities,
municipalities and the general public. The Company's Paging Hardware Division
provides paging infrastructure equipment while the Company's Contact Wireless
Division provides retail cellular and paging products and services.

During the quarter ended September 30, 2004, the stockholders of Fleetclean
Systems, Inc., the Company's predecessor, voted in favor of a 75:1 reverse stock
split of the common stock, to change the corporation's domicile from Texas to
Nevada and to change the name of the corporation to ERF Wireless, Inc. The
reverse split, domicile change and name change became effective September 20,
2004, upon which the Company's common stock began trading under the new ticker
symbol of ERFW on the Nasdaq OTC Electronic Bulletin Board.

On September 30, 2004, the Company entered into a Stock Purchase Agreement with
four individuals that owned 100% of the outstanding capital stock of Eagle R. F.
International, Inc., a Texas corporation. For accounting purposes, the Company
accounted for the transaction as a reverse acquisition and the subsidiary was
the surviving entity. Subsequent to the transaction, the operations of Eagle R.
F. International, Inc. became a operating division of the Company. Hereinafter,
all references to the Company include the operations and financial condition of
ERF Wireless, Inc. and its operating divisions.

BASIS OF ACCOUNTING

The Company maintains its accounts on the accrual method of accounting in
accordance with accounting principles generally accepted in the United States of
America. The accompanying financial statements of ERF Wireless, Inc. have been
prepared in accordance with accounting principles generally accepted in the
United States of America and the rules of the Securities and Exchange Commission
("SEC"), and should be read in conjunction with the Company's Form 8-K filed
with the Securities and Exchange Commission on May 28, 2004, the Company's Form
10-QSB filed on August 20, 2004, the Company's Form 8-K filed on October 1,
2004, the Company's Form 8-K filed on October 15, 2004, the Company's 10-QSB
filed on November 22, 2004 and the Company's 10-KSB filed on April 15, 2005. The
Company filed the historical financial statements as of December 31, 2003 and
the two years then ended in a Form 8-K/A on December 14, 2004. In the opinion of
management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected herein. The
results of operations for interim periods are not necessarily indicative of the
results to be expected for the full year.

PRINCIPLES OF CONSOLIDATION

All significant inter-company accounts and transactions have been eliminated in
consolidation.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the balance sheet. Actual results could differ from
those estimates.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash and all highly liquid financial
instruments with purchased maturities of three months or less.

SECURITIES HELD FOR RESALE

The Company holds minority equity investments in companies having operations or
technology in areas within the Company's strategic focus. The Company applies
the equity method of accounting for minority investments when the Company has
the ability to exert significant influence over the operating and financial
policies of an investee. In the absence of such ability, the Company accounts
for these minority investments under the cost method. Certain investments carry
restrictions on immediate disposition. Investments in public companies
(excluding those accounted for under the equity method) with restrictions of
less than one year are classified as available-for-sale and are adjusted to
their fair market value with unrealized gains and losses, net of tax, recorded
as a component of accumulated other comprehensive income. Upon disposition of
these investments, the specific identification method is used to determine the
cost basis in computing realized gains or losses, which are reported in other
income and expense. Declines in value that are judged to be other than temporary
are reported in other comprehensive income and expense.


                                       6

<PAGE>

ALLOWANCE FOR DOUBTFUL ACCOUNTS

Earnings are charged with a provision for doubtful accounts based on a current
review of collectibility of accounts receivable. Accounts deemed uncollectible
are applied against the allowance for doubtful accounts.

DEFERRED REVENUES

Revenues that are billed in advance of services being completed are deferred
until the conclusion of the period of the service for which the advance billing
relates. Deferred revenues are included on the balance sheet as a current
liability until the service is performed and then recognized in the period in
which the service is completed. The Company's deferred revenues consist of
billings in advance of services being rendered for its wireless broadband and
paging customers and, accordingly, are deferred and recognized monthly as
earned. The Company had deferred revenues of $9,000 as of March 31, 2005.

INVENTORIES

Inventories are valued at the lower of cost or market. The cost is determined by
using the Average Cost method. Inventories consist of the following items, in
thousands:

                                             March 31,
                                               2005
                                             ---------
                  Wireless Broadband         $      12
                  Cellular and Paging               24
                                             ---------
                                             $      36
                                             =========

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost less accumulated depreciation. Major
renewals and improvements are capitalized; minor replacements, maintenance and
repairs are charged to current operations. Depreciation is computed by applying
the straight-line method over the estimated useful lives which are generally
three to seven years.

Impairment losses are recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amount. No
impairment losses have been recorded since inception.


REVENUE RECOGNITION

The Company's revenue is generated primarily from the sale of wireless
communications products and services on a nationwide basis; including providing
reliable, high-speed wireless broadband internet services. The Company
recognizes revenue when persuasive evidence of an arrangement exists, delivery
has occurred, the sales price is fixed or determinable, and collectibility is
probable.

The Company recognizes product sales generally at the time the product is
shipped. Concurrent with the recognition of revenue, the Company provides for
the estimated cost of product warranties and reduces revenue for estimated
product returns. Sales incentives are generally classified as a reduction of
revenue and are recognized at the later of when revenue is recognized or when
the incentive is offered. Shipping and handling costs are included in cost of
goods sold.

The Company's suppliers generally warrant the products distributed by the
Company and allow returns of defective products, including those that have been
returned to the Company by its customers. The Company does not independently
warrant the products that it distributes, but it does provide warranty services
on behalf of the supplier.


                                       7


<PAGE>

INCOME TAXES

Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments consist of cash and cash equivalents,
inventory and debt. The carrying amount of these financial instruments
approximates fair value due either to length of maturity or interest rates that
approximate prevailing market rates unless otherwise disclosed in these
consolidated financial statements.

COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) is defined as all changes in shareholders' equity,
exclusive of transactions with owners, such as capital instruments.
Comprehensive income (loss) includes net income or loss, changes in certain
assets and liabilities that are reported directly in equity such as translation
adjustments on investments in foreign subsidiaries, changes in market value of
certain investments in securities and certain changes in minimum pension
liabilities.

BENEFICIAL CONVERSION

Equity instruments that contain a beneficial conversion feature are recorded as
a deemed dividend to the holders of the convertible equity instruments. The
deemed dividend associated with the beneficial conversion is calculated as the
difference between the fair value of the underlying common stock less the
proceeds that have been received for the equity instrument; limited to the value
received. The beneficial conversion amount is recorded as a reduction on the
carrying value of the equity instrument and an increase to additional
paid-in-capital.

BASIC LOSS PER SHARE

The Company is required to provide basic and dilutive earnings (loss) per common
share information.

The basic net loss per common share is computed by dividing the net loss
applicable to common stockholders by the weighted average number of common
shares outstanding.

Diluted net loss per common share is computed by dividing the net loss
applicable to common stockholders, adjusted on an "as if converted" basis, by
the weighted average number of common shares outstanding plus potential dilutive
securities. For the periods ended March 2004 and 2005, potential dilutive
securities had an anti-dilutive effect and were not included in the calculation
of diluted net loss per common share.

Basic loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period. In a reverse merger, the
weighted average shares outstanding utilized in the computation of loss per
share are being adjusted to give effect as if the September 2004 combination of
ERF Wireless, Inc. and Eagle R.F. International, Inc. had occurred as of the
beginning of the year, similar to a stock split. For the periods presented prior
to the combination the weighted average shares outstanding have not been
adjusted to reflect the recapitalization as of the earliest period presented.

RECENT ACCOUNTING PRONOUNCEMENTS:

In January 2003, the Financial Accounting Standards Board ("FASB") issued
interpretation No. 46 ("FIN 46") "Consolidation of Variable Interest Entities."
Until this interpretation, a company generally included another entity in its
consolidated financial statements only if it controlled the entity through
voting interests. FIN 46 requires a variable interest entity, as defined, to be
consolidated by a company if that company is subject to a majority of the risk
of loss from the variable interest entity's activities or entitled to receive a
majority of the entity's residual returns. Certain provisions of FIN 46 became
effective during the quarter ended March 31, 2004, the adoption of which did not
have a material impact on the financial position, cash flows or results of
operations of the Company.

In March 2004, the FASB issued a proposed Statement, "Share-Based Payment, an
amendment of FASB Statements Nos. 123 and 95," that addresses the accounting for
share-based payment transactions in which a Company receives employee services
in exchange for either equity instruments of the Company or liabilities that are
based on the fair value of the Company's equity instruments or that may be
settled by the issuance of such equity instruments. The proposed statement would
eliminate the ability to account for share-based compensation transactions using
the intrinsic method that the Company currently uses and generally would require
that such transactions be accounted for using a fair-value-based method and
recognized as expense in the consolidated statement of operations. The effective
date of the proposed standard is for periods beginning after December 15, 2005.
It is expected that the final standard will be issued before December 31, 2004
and should it be finalized in its current form, it will have a significant
impact on the consolidated statement of operations as the Company will be
required to expense the fair value of stock option grants and stock purchases
under employee stock purchase plan.


                                       8


<PAGE>

In April 2004, the Emerging Issues Task Force ("EITF") issued Statement No.
03-06 "Participating Securities and the Two-Class Method Under FASB Statement
No. 128, Earnings Per Share" ("EITF 03-06"). EITF 03-06 addresses a number of
questions regarding the computation of earnings per share by companies that have
issued securities other than common stock that contractually entitle the holder
to participate in dividends and earnings of the company when, and if, it
declares dividends on its common stock. The issue also provides further guidance
in applying the two-class method of calculating earnings per share, clarifying
what constitutes a participating security and how to apply the two-class method
of computing earnings per share once it is determined that a security is
participating, including how to allocate undistributed earnings to such a
security. EITF 03-06 became effective during the quarter ended June 30, 2004,
the adoption of which did not have an impact on the calculation of earnings per
share of the Company.

In July 2004, the EITF issued a draft abstract for EITF Issue No. 04-08, "The
Effect of Contingently Convertible Debt on Diluted Earnings per Share" ("EITF
04-08"). EITF 04-08 reflects the Task Force's tentative conclusion that
contingently convertible debt should be included in diluted earnings per share
computations regardless of whether the market price trigger has been met. If
adopted, the consensus reached by the Task Force in this Issue will be effective
for reporting periods ending after December 15, 2004. Prior period earnings per
share amounts presented for comparative purposes would be required to be
restated to conform to this consensus and the Company would be required to
include the shares issuable upon the conversion of the Notes in the diluted
earnings per share computation for all periods during which the Notes are
outstanding. Since the first quarter of 2004, the Company has included the
shares issuable upon conversion of the Notes in its computation of diluted
earnings per share.

In September 2004, the EITF delayed the effective date for the recognition and
measurement guidance previously discussed under EITF Issue No. 03-01, "The
Meaning of Other-Than-Temporary Impairment and Its Application to Certain
Investments" ("EITF 03-01") as included in paragraphs 10-20 of the proposed
statement. The proposed statement will clarify the meaning of
other-than-temporary impairment and its application to investments in debt and
equity securities, in particular investments within the scope of FASB Statement
No. 115, "Accounting for Certain Investments in Debt and Equity Securities," and
investments accounted for under the cost method. Currently, there would be no
effect of this proposed statement on its financial position and results of
operations.

In December 2004, the FASB, issued a revision to SFAS 123, also known as SFAS
123R, that amends existing accounting pronouncements for share-based payment
transactions in which an enterprise receives employee and certain non-employee
services in exchange for (a) equity instruments of the enterprise or (b)
liabilities that are based on the fair value of the enterprise's equity
instruments or that may be settled by the issuance of such equity instruments.
SFAS 123R eliminates the ability to account for share-based compensation
transactions using APB 25 and generally requires such transactions be accounted
for using a fair-value-based method. SFAS 123R's effective date would be
applicable for awards that are granted, modified, become vested, or settled in
cash in interim or annual periods beginning after December 15, 2005. SFAS 123R
includes three transition methods: one that provides for prospective application
and two that provide for retrospective application. The Company intends to adopt
SFAS 123R prospectively commencing in the third quarter of the fiscal year
ending December 31, 2005. It is expected that the adoption of SFAS 123R will
cause the Company to record, as expense each quarter, a non-cash accounting
charge approximating the fair value of such share based compensation meeting the
criteria outlined in the provisions of SFAS 123R.


NOTE 2 - REVERSE ACQUISITION AND DEBT CONVERSION

On September 30, 2004, the Company entered into a Stock Purchase Agreement with
four individuals that owned 100% of the outstanding capital stock of Eagle R. F.
International, Inc., a Texas corporation. The Company issued 1,000,000 shares of
its $.001 par value common stock to these individuals as the Purchase Price in
exchange for 100% of the capital stock of Eagle R.F. International. The
transaction closed on September 30, 2004. The operations of Eagle R.F.
International, Inc. now operate as an operating division of the Company. The
division operates a retail outlet in San Antonio, Texas and has a customer base
of several thousand wireless customers in Texas, Oklahoma and Louisiana. The
division's customer base consists of both narrowband and broadband wireless
subscribers. As part of the transaction, the Company signed a Debt Conversion
and Funding Agreement with the divisions Investors.


                                       9

<PAGE>

The Investors converted their existing debt and provided the Company with
additional cash during the fourth quarter ended December 31, 2004, aggregating
$750,000 in exchange for 1,500,000 shares of Series A Convertible Preferred
Stock (the "Series A"). At December 31, 2004 the Company had 2,500,000 shares of
Series A authorized of which 1,000,000 shares were issued and outstanding prior
to the transaction. As of December 31, 2004 the Company issued 1,500,000 shares
of Series A to the Investors for 750,000 under the Debt Conversion and Funding
Agreement. The Series A conversion feature allows each Series A share to convert
into 18.676347 shares of common stock at the sole option of the holder following
65 day written notice of conversion to the Company. Accordingly, the Debt
Conversion and Funding Agreement could cause the Company to issue an additional
28,014,521 shares of its common stock.

At September 30, 2004, the Company was obligated to issue 974,285 shares of its
Series A for the conversion of $487,142 in debt owed to the Investors by Eagle
R. F. International, Inc. The Company recorded a deemed dividend on the
beneficial conversion of the 974,285 shares of Series A Preferred Stock that was
limited to the amount of consideration received totaling $487,142 in the quarter
ended September 30, 2004.

At December 31, 2004, the Company was obligated to issue 525,716 shares of its
Series A for the conversion of $262,858 in debt owed to these same Investors.
The Company recorded a deemed dividend on the beneficial conversion of the
525,716 shares of Series A Preferred Stock that was limited to the amount of
consideration received totaling $262,858 in the quarter ended December 31, 2004.

At March 31, 2005, the Company was obligated to issue 473,055 shares of its
Series A for the conversion of $236,528 in debt owed to these same Investors.
The Company recorded a deemed dividend on the beneficial conversion of the
473,055 shares of Series A Preferred Stock that was limited to the amount of
consideration received totaling $236,528 in the quarter ended March 31, 2005.

As of March 31, 2005 the Company increased its authorized Series A preferred to
5,000,000 of which 2,804,000 shares were issued and outstanding following the
conversion of approximately $237,000 in debt owed to Investors. Moreover, the
Investors can acquire up to 1,026,000 additional shares of Series A under the
Addendum To Debt Conversion and Funding Agreement at $.50 per share of Series A.
The Series A preferred stock is convertible at holders' option at one preferred
share for 18.676347 shares common stock and has a 2:1 liquidation preference and
each preferred share has 20 votes. Accordingly, the Addendum to Debt Conversion
and Funding Agreement could cause the Company to issue an additional 56,029,041
shares of its common stock.


NOTE 3 - PROPERTY AND EQUIPMENT:

Components of property, plant, and equipment, at March 31, 2005 consist of the
following items, in thousands:

    Equipment                                               $        63
    Office Furniture and equipment                                   46
    Computer equipment                                               56
    Vehicles                                                          1
    Leasehold improvements                                           16
                                                            -----------
                                                                    182
    Less: accumulated depreciation and amortization                 (20)
                                                            -----------
                                                            $       162
                                                            ===========

Depreciation and amortization expense was approximately $6,000 and $3,000 for
the three months ended March 31, 2005 and 2004, respectively.

NOTE 4 - CAPITAL STOCK

The total number of shares of stock of all classes which the Company shall have
the authority to issue is Five Hundred Million (500,000,000), of which Twenty
Five Million (25,000,000) shall be shares of Preferred Stock with a par value of
$.001 per share ("Preferred Stock"), and Four Hundred Seventy Five Million
(475,000,000) shall be shares of Common Stock with a par value of $.001 per
share ("Common Stock").



                                       10

<PAGE>

On October 12, 2004, the Company issued an additional 4,151,812 shares of its
$.001 par value common stock based upon the two following events:

o    The Company issued 1,000,000 shares of its $.001 par value common stock to
     four individuals as the Purchase Price in exchange for 100% of the capital
     stock of Eagle R.F. International.

o    The Company issued an additional 3,151,812 shares of its $.001 par value
     common stock following conversion of 168,759.56 shares of Series A by
     Systom Trust Joint Venture.

As of October 31, 2004, upon completion of the share exchange process following
the Company's 1 for 75 reverse split, the Company had 4,486,761 shares of its
$.001 par value common stock issued and outstanding.

As of March 31, 2005, the Company had 4,611,547 shares of its $.001 par value
common stock issued and outstanding.

As of December 31, 2004 the Company had 2,500,000 shares of Series A authorized
of which 2,331,240.44 shares were issued and outstanding following (1) the
conversion of 168,759.56 shares discussed immediately above and (2) the issuance
of 974,285 shares of Series A for the conversion of $487,142.33 in debt owed to
Investors by Eagle R. F. International, Inc.

As of March 31, 2005 the Company increased its authorized Series A preferred to
5,000,000 of which 2,804,000 shares were issued and outstanding following the
conversion of approximately $237,000 in debt owed to Investors. Moreover, the
Investors can acquire up to 1,026,000 additional shares of Series A under the
Addendum To Debt Conversion and Funding Agreement at $.50 per share of Series A.
The Series A preferred stock is convertible at holders' option at one preferred
share for 18.676347 shares common stock and has a 2:1 liquidation preference and
each preferred share has 20 votes. Accordingly, the Addendum to Debt Conversion
and Funding Agreement could cause the Company to issue an additional 56,029,041
shares of its common stock.

NOTE 5 - INVESTOR ADVANCES

During the fourth quarter of 2003 and the twelve-month period ended December 31,
2004, the Company received advances from certain Investors to finance its
operating and working capital needs. The advances are unsecured, bear no
interest and are classified as long-term investor advances until such time as
when they are converted into equity pursuant to the Debt Conversion and Funding
Agreement dated September 30, 2004. The Investors converted their existing debt
outstanding as of December 31, 2004 for 1,500,000 shares of Series A Convertible
Preferred Stock (the "Series A"). The Company issued an aggregate 1,500,000
shares of Series A to the Investors for $750,000 in aggregate proceeds under the
Debt Conversion and Funding Agreement.

As of March 31, 2005, the Company executed an Addendum to the Debt Conversion
and Funding Agreement; allowing the Company to issue an additional 1,500,000
shares of Series A to the Investors for an additional $750,000 in aggregate
proceeds. The Company issued an additional 473,000 shares of its Series A
Preferred Stock against this addendum in exchange for the conversion of $237,000
in advances during the three months ended March 31, 2005.


NOTE 6 - COMMITMENTS:

LEASES AND LICENSE AGREEMENTS

For the twelve months ending December 31, 2004, and December 31, 2003, rental
expenses of approximately $70,000 and $12,000 respectively, were incurred. For
the three months ended March 31, 2005 and March 31, 2004, rental expenses of
approximately 23,000 and $18,000, respectively were incurred.

The Company leases approximately 11,137 square feet of office space consisting
of 8,860 square feet at 103 Courageous Drive as its primary operations and 2,277
square feet at 2911 South Shore Blvd. as its primary corporate headquarters
office lease space in League City, Texas. The office space lease is with South
Shore Harbor Development, Ltd., with initial base rent monthly payments during
month 1 - 36 of $8,464, escalating to $9,145 for months 37 - 60. The lease
commenced on October 18, 2004 and expires on August 31, 2009.

The Company leases approximately 1,552 square feet of office space at 8521-1
Blanco Road, San Antonio, Texas for its initial Contact Wireless Division retail
outlet. The office space lease is with Weingarten Realty Investors with initial
base rent monthly payments during year one of $1940, escalating to $1,998 for
year 2 and then to $2,056 for year 3. The lease commenced on February 24, 2004
and expires in February 2007.

The Company leases approximately 408 square feet of office space at 100 Taylor
Street, San Antonio, Texas for its Contact Wireless Division. The office space
lease is with Taylor Street Ventures, LP with initial base rent monthly payments
of $535. The lease commenced on June 1, 2002 and expires on May 31, 2005.

The Company has a transmitter sharing agreement with Metrocall for use of shared
sites in Boerne, Devine, Hondo, New Braunfels and San Antonio, Texas. The
agreement requires monthly payments of $1,665.

The Company has a license agreement with American Towers for use of their Sequin
(Geronimo), TX tower site. The license agreement expires on May 31, 2007 and
requires monthly payments of $575.00.

The Company has a license agreement with Pinnacle Towers for use of their New
Braunfels, Texas FM 306 tower site. The license agreement expires on October 31,
2006 and requires monthly payments of $650.00.

Future obligations under the non-cancelable lease terms areas follows:

          Period Ending December 31,           Amount
                                             ----------
                    2005                     $  138,783
                    2006                        132,633
                    2007                        108,410
                    2008                        109,745
                    2009                        109,745
                                             ----------
                   Total                     $  599,316
                                             ==========


                                       12

<PAGE>

EMPLOYMENT AGREEMENT

On August 1, 2004, we entered into an Executive Employment Agreement with R.
Greg Smith, our CEO and CFO. Mr. Smith is paid a base salary of $180,000 per
year and is eligible to receive a bonus equal to 1% of the revenues for the most
recent 12 month period of each acquisition made by the Company during his
employment period. Mr. Smith also is entitled to receive 63,827 shares of our
Series A Convertible Preferred Stock par value $0.01 per share, as consideration
for a sign-on bonus at a price of $0.50 per share for total consideration of
$31,913.50. The preferred stock is convertible at holders' option at one
preferred share for 18.676347 shares common stock and has a 2:1 liquidation
preference and each preferred share has 20 votes. Mr. Smith is also entitled to
receive up to 1,000,000 stock options under the Company's 2004 Non-Qualified
Stock Option Plan for attainment of certain future cumulative revenue milestone
achievements. These options, if any are earned, will have an exercise price of
the lowest five day average closing price existing for the Company's common
stock during the twelve month period immediately preceding the date of the
vesting event. Mr. Smith is subject to a lock-up agreement, which prohibits Mr.
Smith from selling shares until August 1, 2006 unless agreed to by the Company
in writing.

CONSULTING AGREEMENT

On March 1, 2005, the Company entered into a one-year professional services
agreement with Synchton Incorporated. The agreement requires Synchton to provide
one or more consultants for a total of 100 hours per month. The Company is
obligated to pay Synchton $12,000 per month in cash or registered, unrestricted
stock. Synchton's President is Scott A. Cubley, an adult son of Dr. H. Dean
Cubley, the Company's Chairman of the Board of Directors.


NOTE 7 - MAJOR CUSTOMERS

The Company had gross sales of $109,000 and 72,000 for the three months ended
March 31, 2005 and March 31, 2004, respectively. The Company had one customer
that represented approximately 21% of the gross sales in the three months ended
March 31, 2005.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

This discussion and analysis as of March 31, 2005 and for the three-month
periods ended March 31, 2005 and 2004 should be read in conjunction with the
unaudited condensed consolidated financial statements and notes thereto set
forth in Item 1 of this report.

Some of the statements contained in this report discuss future expectations,
contain projections of results of operations or financial conditions, or state
other forward looking information. Such statements are based upon current
expectations that involve risks and uncertainties. Any statements contained
herein that are not statements of historical facts may be deemed to be
forward-looking statements. For example, words such as, "may," "will," "should,"
"estimates," "predicts," "potential," "continue," "strategy," "believes,"
"anticipates," "plans," "expects," "intends," and similar expressions are
intended to identify forward-looking statements. Our actual results and the
timing of certain events may differ significantly from the results discussed in
the forward-looking statement. Factors that might cause or contribute to such a
discrepancy include, but are not limited to the risks discussed in our other SEC
filings, including those in our annual report on Form 10-KSB for the year ended
December 31, 2004. These forward-looking statements speak only as of the date
hereof. We expressly disclaim any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements contained herein to
reflect any change in our expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is based.

BUSINESS STRATEGY

The Company was restructured in 2004 for the purpose of providing wireless
communications products and services on a nationwide basis; including the
Company's core focus of providing reliable, high-speed wireless broadband
internet services. The Company has three operating divisions. The Company's
Wireless Broadband Division provides wireless broadband products and services
and is in the early stages of building or acquiring a seamless wireless
broadband network throughout North America to serve private entities, cities,
municipalities and the general public. The Company's Paging Hardware Division
provides paging infrastructure equipment while the Company's Contact Wireless
Division provides retail cellular and paging products and services. Hereinafter,
all references to the Company include the operations and financial condition of
the Company and its operating divisions.

The Company operates a retail outlet in San Antonio, Texas and has a customer
base of several thousand wireless customers in Texas, Oklahoma and Louisiana.
The customer base consists of both narrowband and broadband wireless
subscribers.


                                       13

<PAGE>

The Company's business strategy is composed of three major components. The first
component is to assemble a first class public company with both the business and
technical expertise and experience to manage a large broadband wireless network
and recurring revenue customer base on a nationwide basis. The second component
of this business strategy is to identify well positioned existing broadband
wireless networks in North America and to acquire controlling interest in some
of the more advantageous of these networks through the leverage of the liquidity
of the public company. The third component of this business strategy is to link
all of these diverse networks together with industry standard hardware and
software to provide a seamless wireless broadband coverage over a large part of
if not all of the North American market.

EMPLOYEES

As of March 31, 2005, we employed 14 full-time employees and 4 consultants. We
have no collective bargaining agreements with our employees.

SECURITIES AND EXCHANGE COMMISSION

The Company is required to file reports with the Securities and Exchange
Commission, "SEC", pursuant to Section 13 or 15(d) of The Securities and
Exchange Act of 1934. The Company routinely files reports with the SEC. The
public may read and copy any materials filed to the SEC by the Company at the
SEC's Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The Company's filings are submitted
electronically and can be accessed via the SEC's website at
(http://www.sec.gov).

COMPANY WEBSITE

Information about the Company can be obtained by accessing the Company's website
at (http://www.erfwireless.com).


RESULTS OF OPERATIONS

Three Months Ended March 31, 2005, Compared to the Three Months Ended March 31,
2004

The following table sets forth summarized consolidated financial information for
the three months ended March 31, 2005, and March 31, 2004:

Condensed Financial Information
-------------------------------

                                 Three Months Ended
                                      March 31,
                            ---------------------------
($ in thousands)              2005     2004    $ Change
                              ----     ----    --------

Total Sales                      109        72      37
Cost of Goods Sold                33        16      17
                            ---------------------------
Gross Profit                      76        56      20
                            ---------------------------
   % of Total Sales              70%       78%     54%
Operating Expenses               543       140     403
                            ---------------------------
Loss from Operations            -467       -84    -383
                            ---------------------------
Other Income (Expense)             0         0       0
                            ---------------------------
Net Loss                        -467       -84    -383
                            ===========================
Unrealized Holding Loss            0         0       0
                            ---------------------------
Other Comprehensive Loss        -467       -84    -383
                            ===========================


                                       14

<PAGE>

OVERVIEW

During the year ended December 31, 2004, the Company's Board of Directors
implemented a restructuring that included the following components:

     o    The change of the Company's name to ERF Wireless, Inc.
     o    The change of the Company's corporate domicile from Texas to Nevada.
     o    The implementation of a reverse split of its $.01 par value common
          stock whereby every seventy-five (75) shares of common stock which
          were issued and outstanding were automatically converted into one (1)
          share of common stock; provided, however, that the Company shall issue
          one (1) full share of common stock to its stockholders for any
          fractional interest remaining after conversion of all outstanding
          shares pursuant thereto.
     o    The acquisition and integration of Eagle R.F. International, Inc., a
          Texas corporation, which now operates as the Company's Contact
          Wireless Division and operates a retail outlet in San Antonio, Texas
          and services a customer base of several thousand wireless customers in
          Texas, Oklahoma and Louisiana consisting of both narrowband and
          broadband wireless subscribers, and
     o    The completion of a Debt Conversion and Funding Agreement dated
          September 30, 2004, which provided for certain Investors converting
          their existing debt outstanding as of September 30, 2004 and an
          agreement to provide the Company with additional cash during the
          fourth quarter of 2004 for 1,500,000 shares of Series A Convertible
          Preferred Stock (the "Series A"). The Company issued an aggregate
          1,500,000 shares of Series A to the Investors for $750,000 in
          aggregate proceeds under the Debt Conversion and Funding Agreement.

During the quarter ended March 31, 2005, the Company's operating expenses
increased significantly over prior periods as the Company began building its
corporate, information systems and operations infrastructures to accommodate for
planned acquisitions that are currently in various stages of negotiations. The
Company expects to complete two or more of such acquisitions currently in
negotiations prior to filing its Form 10-QSB for the period ended June 30, 2005.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

GENERAL

The Company's revenue is generated primarily from the sale of wireless
communications products and services on a nationwide basis; including providing
reliable, high-speed wireless broadband internet services. The Company
recognizes revenue when persuasive evidence of an arrangement exists, delivery
has occurred, the sales price is fixed or determinable, and collectibility is
probable.

The Company recognizes product sales generally at the time the product is
shipped. Concurrent with the recognition of revenue, the Company provides for
the estimated cost of product warranties and reduces revenue for estimated
product returns. Sales incentives are generally classified as a reduction of
revenue and are recognized at the later of when revenue is recognized or when
the incentive is offered. Shipping and handling costs are included in cost of
goods sold.

The Company's suppliers generally warrant the products distributed by the
Company and allow returns of defective products, including those that have been
returned to the Company by its customers. The Company does not independently
warrant the products that it distributes, but it does provide warranty services
on behalf of the supplier.

The Company did not have any ongoing business operations for the predecessor
entity, Fleetclean Systems, Inc., for the quarters ended September 30, 2004 and
December 31, 2004, given that the Company transferred and sold all assets and
certain liabilities in the acquisition agreement with the Company's former
President, Kenneth A. Phillips, and accordingly its Critical Account Policies
and Estimates, comparative results, cash flows and discussion of liquidity and
capital resources are thus limited in scope and content to the acquired
operations of Eagle R. F. International, Inc via a reverse acquisition for
accounting purposes, as discussed in Note 2 to the Financial Statements.

Management's Discussion and Analysis of Financial Condition and Results of
Operations are based upon our Financial Statements, which have been prepared in
accordance with accounting principles generally accepted in the United States.
The preparation of these financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue and expenses, and related disclosure of contingent assets
and liabilities. Management bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.


                                       15

<PAGE>

THREE MONTHS ENDED MARCH 31, 2005 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2004

REVENUES

The Company had revenues of $109,000 from operations for the three month period
ended March 31, 2005 as compared to $72,000 for the three month period ended
March 31, 2004. The increase in revenues for this respective period comparison
was primarily attributable to the completion of a major broadband wireless
network in a master planned development during the quarter ended March 31, 2005.

COST OF GOODS SOLD

The Company had cost of goods sold of $33,000 from operations for the three
month period ended March 31, 2005 as compared to $16,000 for the three month
period ended March 31, 2004. The increase in cost of goods sold for this
respective period comparison was primarily attributable to the completion of the
major broadband wireless network in a master planned development during the
quarter ended March 31, 2005.

OPERATING EXPENSES

With respect to the Company's consolidated operations, the Company reported
operating expenses totaling $543,000 for the three months ended March 31, 2005
as compared to $140,000 for the three months ended March 31, 2004. The increase
in operating expenses for this respective period comparison was primarily
attributable to increases related to the expansion of the Company's corporate,
information systems and operations infrastructures to accommodate for planned
acquisitions that are currently in various stages of negotiations.

The Company's operating expenses for the three month period ended March 31, 2005
were primarily attributable to selling, general and administrative costs
including personnel related costs, legal, accounting, information systems and
other professional costs incurred in connection with the Company's planned
execution of acquisitions currently in negotiations.

NET LOSS

For the three months ended March 31, 2005, our net loss was $467,000 compared to
a net loss of $84,000 for the three months ended March 31, 2004. The increase in
loss for the three months ended March 31, 2005 as compared to the three months
ended March 31, 2004 was attributable to the factors discussed immediately
above.

NET LOSS APPLICABLE TO COMMON SHAREHOLDERS

For the three months ended March 31, 2005, our net loss applicable to common
shareholders was $704,000 compared to a net loss of $84,000 for the three months
ended March 31, 2004. The Company's Net Loss Applicable to Common Shareholders
included a deemed dividend on the beneficial conversion of the 473,055 shares of
Series A Preferred Stock that was limited to the amount of consideration
received totaling $236,528 in the quarter ended March 31, 2005.

CASH FLOWS

Our operating activities for ongoing operations used net cash of $276,000 in the
three months ended March 31, 2005 as compared to using $141,000 in the three
month period ended March 31, 2004. Net cash used by operating activities in the
three months ended March 31, 2005 resulted primarily from the net operating
losses of $468,000 for the operating period; reduced by common stock that was
issued for services rendered as opposed to cash and further reduced by a
decrease in funds used for general working capital requirements.

Our investing activities used net cash of $95,000 in the three months ended
March 31, 2005 compared to $34,000 of cash provided in the three months ended
March 31, 2004. The cash used is attributable to the acquisition of operating
assets during the three months ended March 31, 2005.

Our financing activities provided net cash of $373,000 in the three months ended
March 31, 2005 compared to $106,000 of cash provided in the three months ended
March 31, 2004. The cash provided in the three months ended March 31, 2005 was
primarily associated with the Investor Advances discussed in Note 4 herein that
were converted to equity on March 31, 2005 and proceeds received from the
Company's Private Placement Memorandum dated January 1, 2005.


                                       16

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2005, we had cash and securities available for sale of $16,000
and a working capital deficit of $85,000. The Company's current cash and cash
equivalents, including net proceeds received during the quarter ended March 31,
2005, will not be sufficient to fund anticipated operations for the next twelve
months. As a component of the restructuring discussed in the Notes to the
consolidated financial statements included herewith, the Company signed a Debt
Conversion and Funding Agreement with the subsidiaries investors. The Investors
converted their existing debt and provided the Company with additional cash
during the year ended December 31, 2004 in exchange for 1,500,000 shares of
Series A Convertible Preferred Stock (the "Series A"). These same investors have
continued to fund the Company's working capital needs pursuant to an Addendum to
the Debt Conversion and Funding Agreement whereby which certain investors have
agreed to provide the Company with up to $750,000 in additional cash during the
period beginning January 1, 2005 in exchange for up to 1,500,000 shares of
Series A Convertible Preferred Stock. The Company received $236,528 against this
amended Debt Conversion and Funding Agreement in the quarter ended March 31,
2005.

The Company initiated financing efforts under a Confidential Private Placement
Memorandum with an effective date of January 1, 2005. The Confidential Private
Placement pertains to the offer and sale by the Company of shares of its common
stock to Accredited Investors who are deemed acceptable by the Company. The
Confidential Private Placement Memorandum is intended to raise up to $7.5
million on a best efforts basis. We can provide no assurance that we will be
successful in raising capital from this private placement. The Company has also
held discussions with certain Investment Banking firms regarding expanding the
Confidential Private Placement to $10.0 million and has exchanged a term sheet
with one such firm; although we can provide no assurance that we will be
successful in reaching an acceptable arrangement for such services.

We do not have any significant credit facilities available with financial
institutions or other third parties and as such we must rely upon best efforts
third-party funding from individual accredited investors. Though we recently
completed the Subscription Agreement for Series A Convertible Preferred Stock
discussed herein and anticipate that we will be successful at raising additional
capital through private placements on a best efforts basis, we can provide no
assurance that we will be successful in any future best efforts financing
efforts. If we are unable to either obtain financing from external sources or
generate internal liquidity from anticipated future operations, we may need to
curtail operations.

Although we have the Debt Conversion and Funding Agreement and potential
proceeds from our private placement efforts available, it is possible that we
may need and not be able to obtain additional sources of financing. The Company
may need additional financing, from time to time, for the following:

     o    Acquisitions of one or more companies, networks or other assets
     o    Investment in towers, radios, customer premise equipment and other
          related equipment associated with wireless broadband expansion plans
     o    Investment in back office systems and related infrastructure to
          support the Company's wireless broadband expansion plans
     o    Investment in laboratory facilities including test and simulation
          equipment
     o    Investment or licensing of certain intellectual property related to
          the Company's wireless broadband expansion plans
     o    General working capital purposes


INFLATION

The Company's results of operations have not been affected by inflation and
management does not expect inflation to have a significant effect on its
operations in the future.

OFF-BALANCE SHEET ARRANGEMENTS

<TABLE>
CONTRACTUAL OBLIGATIONS

                                                          Payments Due by Period
                               ----------------------------------------------------------------------------------------------
   Contractual Obligations          Total         Less than 1 Year       1-3 Years          3-5 Years       More than 5 Years
----------------------------   ---------------    ----------------   -----------------   ----------------   -----------------
<S>                                 <C>                <C>                <C>                 <C>                 <C>
Operating Lease Obligations           599                139                351                 109
                               ---------------    ----------------   -----------------   ----------------   -----------------
              Total                 $ 599              $ 139              $ 351               $ 109               $  -
                               ===============    ================   =================   ================   =================
</TABLE>


                                       17

<PAGE>

The Company's contractual obligations consist of certain off-balance-sheet
obligations for office space operating leases requiring future minimal
commitments under non-cancelable leases. Please see non-cancelable leases as
described in Note 6 to the Company's financial statements under the heading
Commitments.

"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT:

With the exception of historical information, the matters discussed in this
report are "forward looking statements" as that term is defined in Section 21E
of the Securities Act of 1934.

RISK FACTORS

The most significant risks and uncertainties associated with our business are
described below; however, they are not the only risks we face. If any of the
following risks actually occur, our business, financial condition, or results or
operations could be materially adversely affected, the trading of our common
stock could decline, and an investor may lose all or part of their investment.

WE HAVE A LIMITED OPERATING HISTORY WITH SIGNIFICANT LOSSES AND EXPECT LOSSES TO
CONTINUE FOR THE FORESEEABLE FUTURE

We have incurred annual operating losses since our inception. As a result, at
March 31, 2005, we had an accumulated deficit of $2,217,000. Our gross revenues
for the twelve months ended December 31, 2004, were $325,000, with a loss from
operations of $719,000 and a net loss applicable to common shareholders of
$1,469,000. Our gross revenues for the three months ended March 31, 2005, were
$109,000, with a loss from operations of $467,000 and a net loss applicable to
common shareholders of $704,000.

As we pursue our business plan, we expect our operating expenses to increase
significantly, especially in the areas of sales and marketing. As a result of
these expected cost increases, we will need to generate increased revenues to
become profitable. Accordingly, we cannot assure you that we will ever become or
remain profitable. If our revenues fail to grow at anticipated rates or our
operating expenses increase without a commensurate increase in our revenues, our
financial condition will be adversely affected. Our inability to become
profitable on a quarterly or annual basis would have a materially adverse effect
on our business and financial condition. Also, the market price for our stock
could fall.

WE HAVE A LIMITED CASH AND LIQUIDITY POSITION AND WILL NEED TO RAISE ADDITIONAL
FUNDS TO FUND OPERATIONS

Our current cash position and expected cash flow from operations will no be
sufficient to fund operations during the current fiscal year. We will need to
raise additional funding to fund operations. Historically, we have relied upon
best efforts third-party funding from individual accredited investors. Though we
have been successful at raising additional capital on a best efforts basis in
the past, we may not be successful in any future best efforts financing efforts.
We do not have any significant credit facilities or firm financial commitments
established as of the date hereof. If we are unable to either obtain financing
from external sources or generate internal liquidity from operations, we may
need to curtail operations or sell assets.

THE MARKET PRICE OF OUR COMMON STOCK IS VERY VOLATILE AND THE VALUE OF YOUR
INVESTMENT MAY BE SUBJECT TO SUDDEN DECREASES

The trading price for our common stock has been, and we expect it to continue to
be, volatile. For example, the closing bid price of our stock has fluctuated
between $3.00 per share and $11.75 per share since the reverse split on
September 20, 2004. The price at which our common stock trades depends upon a
number of factors, including our historical and anticipated operating results
and general market and economic conditions, which are beyond our control.
Factors such as fluctuations in our financial and operating results,
technological innovations or new commercial products and services by us or our
competitors, could also cause the market price of our common stock to fluctuate
substantially. In addition, the stock market has, from time to time, experienced
extreme price and volume fluctuations. These broad market fluctuations may lower
the market price of our common stock. Moreover, during periods of stock market
price volatility, share prices of many companies have often fluctuated in a
manner not necessarily related to their operating performance. Accordingly, our
common stock may be subject to greater price volatility than the stock market as
a whole.

A LOW MARKET PRICE MAY SEVERELY LIMIT THE POTENTIAL MARKET FOR OUR COMMON STOCK

Our common stock is currently trading at a price below $5.00 per share,
subjecting trading in the stock to certain SEC rules requiring additional
disclosures by broker-dealers. These rules generally apply to any non-NASDAQ
equity security that has a market price of less than $5.00 per share, subject to
certain exceptions (a "penny stock"). Such rules require the delivery, prior to
any penny stock transaction, of a disclosure schedule explaining the penny stock
market and the risks associated therewith and impose various sales practice
requirements on broker-dealers who sell penny stocks to persons other than
established customers and institutional or wealthy investors. For these types of
transactions, the broker-dealer must make a special suitability determination
for the purchaser and have received the purchaser's written consent to the
transaction prior to the sale. The broker-dealer also must disclose the
commissions payable to the broker-dealer, current bid and offer quotations for
the penny stock and, if the broker-dealer is the sole market maker, the


                                       18

<PAGE>

broker-dealer must disclose this fact and the broker-dealer's presumed control
over the market. Such information must be provided to the customer orally or in
writing before or with the written confirmation of trade sent to the customer.
Monthly statements must be sent disclosing recent price information for the
penny stock held in the account and information on the limited market in penny
stocks. The additional burdens imposed upon broker-dealers by such requirements
could discourage broker-dealers from effecting transactions in our common stock.

THE COMPANY'S REVENUE AND OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY FROM
QUARTER TO QUARTER, AND FLUCTUATIONS IN OPERATING RESULTS COULD CAUSE ITS STOCK
PRICE TO DECLINE.

The Company's revenue and operating results may vary significantly from
quarter-to-quarter due to a number of factors. In future quarters, operating
results may be below the expectations of public market analysis or investors,
and the price of its common stock may decline. Factors that could cause
quarterly fluctuations include:

     o    the ability to secure new customers comprising recurring revenues
          during a quarter; and
     o    the ability to raise the necessary capital to execute mergers,
          acquisitions and asset purchases.

WE COMPETE WITH MANY COMPANIES THAT ARE LARGER AND BETTER FINANCED THAN US, AND
OUR GROWTH AND PROFITABILITY ARE DEPENDENT ON OUR ABILITY TO COMPETE WITH THESE
ENTITIES.

We face competition from many entities with significantly greater financial
resources, well-established brand names, and larger customer bases. We may
become subject to severe price competition for our products and services as
companies seek to enter our industry or current competitors attempt to gain
market share. We expect competition to intensify in the future and expect
significant competition from traditional and new telecommunications companies
including, local, long distance, cable modem, Internet, digital subscriber line,
microwave, mobile and satellite data providers. If we are unable to make or keep
our products competitively priced and attain a larger market share in the
markets in which our products compete, our levels of sales and our ability to
achieve profitability may suffer.

A SYSTEM FAILURE COULD DELAY OR INTERRUPT OUR ABILITY TO PROVIDE PRODUCTS OR
SERVICES AND COULD INCREASE OUR COSTS AND REDUCE OUR REVENUES.

Our operations are dependant upon our ability to support a highly complex
network infrastructure. Many of our customers are particularly dependent on an
uninterrupted supply of services. Any damage or failure that causes
interruptions in our operations could result in loss of these customers. To
date, we have not experienced any significant interruptions or delays which have
affected our ability to provide products and services to our clients. Because
our headquarters and infrastructure are located in the Texas Gulf Coast area,
there is a likelihood that our operations may be effected by hurricanes or
tropical storms, tornados, or flooding. The occurrence of a natural disaster,
operational disruption or other unanticipated problem could cause interruptions
in the services we provide and significantly impair our ability to generate
revenue and achieve profitability.

THE COMPANY MUST CONTINUALLY ENHANCE ITS SERVICES TO MEET THE CHANGING NEEDS OF
ITS CUSTOMERS OR FACE THE POSSIBILITY OF LOSING FUTURE BUSINESS TO COMPETITORS.

Future success will depend upon the Company's ability to enhance existing
services and to introduce new services to meet the requirements of customers in
a rapidly developing and evolving market. Present or future services may not
satisfy the needs of the market. If the Company is unable to anticipate or
respond adequately to its customers' needs, lost business may result and
financial performance will suffer.


ITEM 3. CONTROLS AND PROCEDURES.

Based on the evaluation of the Company's disclosure controls and procedures by
R. Greg Smith, both the Chief Executive Officer ("CEO") and Chief Financial
Officer ("CFO") of the Company, as of a date within 90 days of the filing date
of this quarterly report, such officer has concluded that the Company's
disclosure controls and procedures are effective in ensuring that information
required to be disclosed by the Company in the reports that it files or submits
under the Securities and Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported, within the time period specified by the
Securities and Exchange Commission's rules and forms. There were no significant
changes in the Company's internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.


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<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 2. CHANGES IN SECURITIES.

On April 8, 2005, the Company issued 91,668 shares of its $.001 par value common
stock against $137,500 in funds sold during the period ended March 31, 2005
against the Company's Private Placement Memorandum dated January 1, 2005. In
addition to the shares of common stock, the investor will receive a Class A
Warrant and a Class B Warrant for each share of common stock purchased. The
Class A Warrant has an exercise price of $5.00 per share and the Class B Warrant
has an exercise price of $7.50 per share. Each warrant allow the holder to
purchase one share of common stock at the exercise price. The Company is relying
upon the following facts in its determination that the issuance of shares under
the Stock Purchase Agreement is an exempt transaction under Section 4(2) of the
Securities Act for "transactions by an issuer not involving any public offering.
"There was no general solicitation or general advertising. There were four
purchasers. There was an opportunity for all purchaser to ask questions and
receive answers concerning the terms and conditions of the offering. The
purchasers were accredited investors and all have such knowledge and experience
in financial and business matters as to be capable of evaluating alone the
merits and risks of the prospective investment. All certificates for shares
contained a Rule 144 legend."

Except as otherwise noted, the securities described in this Item were issued
pursuant to the exemption from registration provided by Section 4(2) of the
Securities Act of 1933. Each such issuance was made pursuant to individual
contracts which are discrete from one another and are made only with persons who
were sophisticated in such transactions and who had knowledge of and access to
sufficient information about the Company to make an informed investment
decision. Among this information was the fact that the securities were
restricted securities.

ITEM 3. DEFAULT IN SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

None


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<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A)  EXHIBITS

EXHIBIT NO.             IDENTIFICATION OF EXHIBIT

   Exhibit 2.1      Agreement and Plan of Merger between Fleetclean Systems,
                    Inc. and ERF Wireless, Inc. (1)
   Exhibit 2.2      Articles of Merger (1)
   Exhibit 3.1      Articles of incorporation of ERF Wireless, Inc. (1)
   Exhibit 3.1.1    Certificate of Amendment to Articles of incorporation of ERF
                    Wireless, Inc. (1)
   Exhibit 3.2      Bylaws of ERF Wireless, Inc. (1)
   Exhibit 4.1      Designation of Preferences (1)
   Exhibit 4.2      Amendment to Certificate of Designation of Series A
                    Convertible Preferred Stock
   Exhibit 10.1     R. Greg Smith Amended and Restated Employment Agreement (5)
   Exhibit 10.2     Asset and Liability Contribution Agreement dated March 31,
                    2004 between Fleetclean Systems, Inc. and Fleetclean
                    Chemicals, Inc. (2)
   Exhibit 10.3     Stock Purchase Agreement dated May 15, 2004 between Systom
                    Trust Joint Venture and Kenneth A. Phillips et. al. (3)
   Exhibit 10.4     Subscription Agreement dated May 11, 2004 between Fleetclean
                    Systems, Inc. and Systom Trust Joint Venture (3)
   Exhibit 10.5     Acquisition Agreement dated May 15, 2004 between Kenneth A.
                    Phillips and Fleetclean Systems, Inc. (3)
   Exhibit 10.6     2004 Non-Qualified Stock Compensation Plan (4)
   Exhibit 31.1     Certification of Chief Executive Officer
   Exhibit 31.2     Certification of Chief Financial Officer
   Exhibit 32.1     Certification of Chief Executive Officer and Chief Financial
                    Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
                    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1)  incorporated by reference from the Form 10-QSB for September 30, 2004;
     Accession number 1019687-4-2624
(2)  incorporated by reference from the Form 10-QSB for June 30, 2004; Accession
     number 1157523-4-4889
(3)  incorporated by reference from the Form 8-K for May 28, 2004; Accession
     number 1019687-4-1225
(4)  incorporated by reference from the Form S-8 filed December 29, 2004;
     Accession number 1019687-4-2940
(5)  incorporated by reference from the Form 10-KSB for December 31, 2004;
     Accession number 1019687-1-1049


(B)  REPORTS ON FORM 8-K

The following current reports on Form 8-K were filed during the three months
ended March 31, 2005:

A report on Form 8-K, announcing information under Item 5.02 of the report, was
filed on March 15, 2005.


                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

ERF Wireless, Inc.

Date:    May 16, 2005

By:      /s/ R. Greg Smith
         -------------------
         R. Greg Smith,
         Chief Executive Officer and Chief Financial Officer
         (Principal Executive Officer and Principal Financial
         and Accounting Officer)


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