<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                  FORM 10-KSB/A
                                 AMENDMENT NO. 1


                 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                      FOR THE YEAR ENDED DECEMBER 31, 2004

                        COMMISSION FILE NUMBER 000-27467

                               ERF WIRELESS, INC.
                               ------------------
               (Exact name of registrant as specified in charter)


               NEVADA                                        76-0196431
             ----------                                      ----------
   (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                       Identification No.)


2911 SOUTH SHORE BLVD., SUITE 100 LEAGUE CITY, TEXAS            77573
------------------------------------------------------          -----
       (Address of principal executive offices)               (Zip Code)


                                 (281) 538-2101
                                 --------------
              (Registrant's telephone number, including area code)


Securities registered under Section 12(b) of the Exchange Act:

         None.

Securities registered under Section 12(g) of the Exchange Act:

         $.001 par value Common Stock.

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

         ERF Wireless, Inc.'s revenue for its most recent fiscal year was
$325,000.

         As of March 31, 2005 the aggregate market value of the shares of common
stock held by non-affiliates (based on the closing price of $3.99 per share for
the common stock as quoted on that date) was approximately $17,415,000.

         As of March 31, 2005, the Company had outstanding 4,567,235 shares of
its $.001 par value common stock.

Transitional Small Business Disclosure Format (check one): Yes [X] No [ ]

<PAGE>

<TABLE>
                                           TABLE OF CONTENTS


ITEM NUMBER       CAPTION                                                                         PAGE


PART I
------
<S>     <C>
Item 1.           Description of Business                                                           3

Item 2.           Description of Property                                                           7

Item 3.           Legal Proceedings                                                                 7

Item 4.           Submission of Matters to a Vote of Security Holders                               7


PART II
-------

Item 5.           Market for Common Equity, Related Stockholder Matters and
                  Small Business Issuer Purchases of Equity Securities                              8

Item 6.           Management's Discussion and Analysis or Plan of Operations                        10

Item 7.           Financial Statements                                                              18

Item 8.           Changes in and Disagreements with Accountants on Accounting
                  And Financial Disclosure                                                          35

Item 8A.          Controls and Procedures                                                           35

Item 8B.          Other Information                                                                 35


PART III
--------

Item 9.           Directors and Executive Officers of the Registrant                                35

Item 10.          Executive Compensation                                                            38

Item 11.          Security Ownership of Certain Beneficial Owners and Management
                  and Related Stockholder Matters                                                   40

Item 12.          Certain Relationships and Related Transactions                                    41

Item 13.          Exhibits                                                                          41

Item 14.          Principal Accountant Fees and Services                                            42



                                                  2
</TABLE>
<PAGE>

                           FORWARD LOOKING STATEMENTS

         Except for the historical information and discussions contained herein,
statements contained in this Annual Report on Form 10-KSB may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements involve a number of risks,
uncertainties and other factors that could cause actual results to differ
materially, as discussed elsewhere in the company's filings with the U.S.
Securities and Exchange Commission (SEC) The statements contained in this
document that are not purely historical are forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, including without limitation statements
regarding our expectations, beliefs, intentions or strategies regarding our
business. This Annual Report on Form 10-KSB includes forward-looking statements
about our business including, but not limited to, the level of our expenditures
and savings for various expense items and our liquidity in future periods. We
may identify these statements by the use of words such as "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intend," "may," "might,"
"plan," "potential," "predict," "project," "should," "will," "would" and other
similar expressions. All forward-looking statements included in this document
are based on information available to us on the date hereof, and we assume no
obligation to update any such forward-looking statements, except as may
otherwise be required by law. Our actual results could differ materially from
those anticipated in these forward-looking statements.

ITEM 1. DESCRIPTION OF BUSINESS.

THE COMPANY

         ERF Wireless, Inc. ("We", "ERF" or the "Company"), are a fully
reporting public company trading on the Nasdaq OTC Electronic Bulletin Board
under the symbol "ERFW.OB". We provide 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. Hereinafter, all references to the Company
include the operations and financial condition of the Company and its operating
divisions.

CORPORATE HISTORY

         The Company's predecessor, Fleetclean Systems, Inc., a Texas
corporation, previously traded under the symbol of FLSY.OB. Systom Trust Joint
Venture (STJV) gained control of Fleetclean on May 24, 2003 by purchasing
10,783,492 of its 25,105,460 common shares outstanding from the controlling
stockholder and his family and 1,000,000 shares of newly issued Series A
Convertible Preferred Stock directly from the corporation.

         The Company was incorporated in Nevada on June 4, 2004 for the purpose
of accomplishing a merger with Fleetclean Systems, Inc, a Texas corporation.
During the quarter ended September 30, 2004, the stockholders of Fleetclean
Systems, Inc. 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, reverse merger,
domicile change and name change became effective September 20, 2004. Thereafter,
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 persons (the "Sellers") 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 the
Sellers as the Purchase Price in exchange for 100% of Eagle R. F.
International's capital stock. The closing date was September 30, 2004 and the
operations of Eagle R.F. International have been integrated into the Company.
Accordingly, 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.


                                       3

<PAGE>

COMPETITION

         We compete for subscription revenues with multiple companies providing
internet services on a nationwide bases, discount ISPs and smaller regional
ISPs. We also compete with companies that provide internet access via narrowband
and broadband technologies, such as Internet access providers, cable companies
and telephone companies. Like us, other companies offer some of the same
internet connectivity services to their customers.

         We face competition in developing technologies, and risks from
potential new developments in distribution technologies and equipment in
internet access. In particular, we face competition from developments in the
following types of internet access distribution technologies or equipment:
broadband distribution technologies used in cable Internet access services;
advanced personal computer-based access services offered through DSL
technologies offered by local telecommunications companies; other advanced
digital services offered by wireless companies; television-based interactive
services; personal digital assistants or handheld computers; and enhanced mobile
phones. We must keep pace with these developments and also ensure that we either
have comparable and compatible technology or access to distribution technologies
developed or owned by third parties.

         The Company also contemplates that it will enter into the local and
long distance telecommunications market with Voice over Internet Protocol,
"VoIP" services. As we enter these markets, we will be entering a highly
competitive industry dominated by large well funded incumbent providers. We are
planning to target our local and long distance capabilities in the market where
we are already providing wireless broadband internet services. Those markets are
also characterized by competition that includes smaller regional
telecommunications providers.

GOVERNMENTAL REGULATION.

         Our wireless Internet access products currently operate in unlicensed
spectrum and we expect that such spectrum will remain unlicensed.

         We provide Internet access, in part, using telecommunications services
provided by third-party carriers. Terms, conditions and prices for
telecommunications services are subject to economic regulation by state and
federal agencies. As an Internet access provider, we are not currently subject
to direct economic regulation by the FCC or any state regulatory body, other
than the type and scope of regulation that is applicable to businesses
generally. In April 1998, the FCC reaffirmed that Internet access providers
should be classified as unregulated "information service providers" rather than
regulated "telecommunications providers" under the terms of the 1996 Act. As a
result, we are not subject to federal regulations applicable to telephone
companies and similar carriers merely because we provide our services using
telecommunications services provided by third-party carriers. To date, no state
has attempted to exercise economic regulation over Internet access providers.

         Governmental regulatory approaches and policies to Internet access
providers and others that use the Internet to facilitate data and communication
transmissions are continuing to develop and, in the future, we could be exposed
to regulation by the FCC or other federal agencies or by state regulatory
agencies or bodies. In this regard, the FCC has expressed an intention to
consider whether to regulate providers of voice and fax services that employ the
Internet, or IP, switching as "telecommunications providers", even though
Internet access itself would not be regulated. The FCC is also considering
whether providers of Internet-based telephone services should be required to
contribute to the universal service fund, which subsidizes telephone service for
rural and low income consumers, or should pay carrier access charges on the same
basis as applicable to regulated telecommunications providers. To the extent
that we engage in the provision of Internet or Internet protocol-based telephony
or fax services, we may become subject to regulations promulgated by the FCC or
states with respect to such activities. We cannot assure you that these
regulations, if adopted, would not adversely affect our ability to offer certain
enhanced business services in the future.


                                       4

<PAGE>

         Due to the increasing popularity and use of the Internet by broad
segments of the population, it is possible that laws and regulations may be
adopted with respect to the Internet pertaining to content of Web sites,
privacy, pricing, encryption standards, consumer protection, electronic
commerce, taxation, and copyright infringement and other intellectual property
issues. No one is able to predict the effect, if any, that any future regulatory
changes or developments may have on the demand for our Internet access or other
Internet-related services. Changes in the regulatory environment relating to the
Internet access industry, including the enactment of laws or promulgation of
regulations that directly or indirectly affect the costs of telecommunications
access or that increase the likelihood or scope of competition from national or
regional telephone companies, could materially and adversely affect our
business, operating results and financial condition.

         Our future telecommunications business is subject to regulations under
both state and federal telecommunications laws which are fluid and rapidly
changing. On the state level, rules and policies are set by each state's Public
Utility Commission or Public Service Commission (collectively, PUC). At the
federal level, the Federal Communication Commission (FCC), among other agencies,
dictates the rules and policies which govern interstate communications
providers. The FCC is also the main agency in charge of creating rules and
regulations to implement the 1996 Telecommunications Act (the "1996 Act).

         The 1996 Act opened the local telecommunications markets to competition
by mandating the elimination of many legal, regulatory, economic and operational
barriers to competitive entry. These changes provide us with new opportunities
to provide local telephone services on a more cost-effective basis.

         The FCC has granted direct broadcast satellite (DBS) and multi-channel,
multi-point distribution service (MMDS) operator rights on a national basis
similar to the mandatory access provided to franchise cable operators in some
state and local jurisdictions. The FCC has adopted rules prohibiting homeowners
associations, manufactured housing parks and state and local governments from
imposing any restriction on a property owner that impairs the owner's
installation, maintenance or use of DBS and MMDS antennas one meter or less in
diameter or diagonal measurement. We do not believe our business will be
significantly impacted by these rights.

EMPLOYEES

         As of March 31, 2005, we employ 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).

THE MARKET AND BUSINESS STRATEGY EVOLUTION

         The market for broadband wireless product and service revenue has grown
dramatically over the past few years and is expected to dominate all wireless
markets over the next ten years.

         Most Americans today obtain broadband access to the Internet through
wired connections like cable or telephone-line DSL, although wireless technology
is playing an increasingly important role in broadband Internet access. Such
wireless technologies include Ultra Wideband (UWB), Wi-Fi, WiMax, and 3rd
Generation (3G) cellular networks.


                                       5

<PAGE>

         WiMax technology today will provide the highest throughput rate of
other broadband connections. For now, WiMax is seen as the solution to many of
the first-mile and last-mile issues. Examples include providing a
high-throughput connection to locations that lack cable or DSL network access,
connecting Wi-Fi hot spots or providing backhaul for cellular networks and
enterprise-level connectivity for businesses. WiMax is derived from the 802.16
air-interface specification assigned by the IEEE, the Institute of Electrical
and Electronics Engineers. Wi-Fi, also known as 802.11, has become a highly
effective and inexpensive way to wirelessly network homes and offices while
WiMax provides a cost-effective alternative for last-mile access to homes and
businesses and can be implemented on either a fixed-wireless (non-line-of-sight)
or mobile basis. WiMax is capable of transferring data around 75 Mbps over a
distance of 30 miles to thousands of users from a single base station. One of
the key differences in WiMax and Wi-Fi is the manner in which the bandwidth is
apportioned. WiMax is a grant request system that can be apportioned down into
smaller units thereby providing the capability to provide a lot of bandwidth to
an enterprise or handling the backhaul to a hot spot or other point-to-point
transmission. WiMax has the ability to do point-to-point and point-to-multipoint
connections, thereby allowing it to serve as a bridge to both small urban
businesses and rural areas. WiMax is emerging as the frontrunner for a global
standard for wireless broadband.

         Intel Corp. anticipates that WiMax will roll out in three phases. The
first phase now in process utilizes fixed-wireless devices which receive and
transmit from outdoor antennae. The second phase will evolve in 2005 in which
there will be more indoor installations that resemble today's Wi-Fi access
points. By 2006, the third phase is expected to emerge at which point laptop
computers will come integrated with both Wi-Fi and WiMax chips and antennae. The
Company believes that this is why many people are intrigued about WiMax, i.e.,
the availability of a low-cost, high-speed, wireless, long-range connection to
the Internet.

         Wireless broadband is very well suited for niche market development in
that it provides a truly versatile broadband communication medium that is
cheaper than a wired solution, is faster to implement and can be configured for
one or more applications. Given the wireless technology gains and the Federal
Communications Commission's (FCC) recent adoption of an order to restructure
frequencies within one of the several bands used for wireless broadband
communication, we firmly believe that wireless broadband will become a "third
pipe" as both an alternative and extension to DSL and cable modem services, the
two chief means of delivering high-speed Internet service today.

         Recently, Goldman Sachs, a full service global investment banking and
securities firm, has revised its long-term models for U.S. telecom services to
show positive revenue and earnings growth; primarily attributable to wireless,
broadband and enterprise segments with the highest anticipated growth rates in
revenue composition, operating income and EBITDA coming from the domestic
wireless segment.

         Historically, broadband wireless has been in use for several years, but
only with the advent of industry standards has it been possible to link the many
small systems that have grown up into a much more robust wide-area network that
will accelerate the growth of the broadband wireless industry. Traditionally the
typical broadband wireless enterprise has been a small startup operation that
has been local in operation and severely under-funded There are exceptions to
this rule, but they are few compared to the patchwork of individual companies
that make up the majority of the broadband wireless service provider network
currently in operation in North America. There have been many reasons for this
growth pattern including the existing infrastructure in place by the incumbent
ILEC (incumbent local exchange carrier) wire line carriers and the growth of DSL
and cable modem data delivery capabilities. However, both of these capabilities,
while providing significant capabilities to a subset of customers, have failed
to measure up to the expectations of the customers of having continuous
connectivity wherever they may be. While it is quite acceptable for Internet
connectivity to be provided by a DSL or cable modem when one is available, the
typical American Internet user frequently requires connectivity in a number of
locations including outside locations as well as mobile situations. Only a very
robust wide area broadband wireless environment can meet all of these
challenges.


                                       6



<PAGE>

         The Company believes that it is in a position to be able to take
advantage of this particular moment in time when the broadband wireless industry
is going through a metamorphous from a diverse group of individual small
networks with limited interoperability to a new growth industry dominated by
larger networks with wide area interoperability and economies of scale. This
change in the broadband wireless industry will not occur over night but rather
over the next five to ten years.

         Our 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.

ITEM 2.  PROPERTY.

         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.

ITEM 3.  LEGAL PROCEEDINGS.

         We are not a party to any material legal proceedings.

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

         None.

                                       7




<PAGE>

PART II

ITEM 5.  MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
         BUSINESS ISSUER PURCHASE OF EQUITY SECURITIES.

         Our common stock is quoted on the Over-the-Counter Bulletin Board under
the symbol "ERFW." The following table sets forth the reported high and low
sales prices for the common stock for each calendar quarters since January 1,
2003. The high and low share prices reflect the effects of the 1-for-75 share
reverse stock split, which occurred on September 20, 2004.

                                                   BID PRICE PER SHARE
                                                   HIGH            LOW
                                                   ----            ---
 2003
 ----
 January 2003 - March 2003                         $2.25          $1.50
 April 2003 - June 2003                            $2.25          $0.75
 July 2003 - September 2003                        $6.75          $1.50
 October 2003 - December 2003                     $10.50          $3.75

 2004
 ----
 January 2004 - March 2004                         $7.50          $0.75
 April 2004 - June 2004                            $3.75          $0.75
 July 2004 - September 2004                        $9.50          $1.50
 October 2004 - December 2004                     $11.75          $2.00

 2005
 ----
 January 2005 - March 2005                         $4.95          $3.50


STOCKHOLDERS

         As of March 31, 2005, we believe there were approximately 351 holders
of record of our common stock.

DIVIDENDS

         We have never declared or paid cash dividends on our common stock. We
currently intend to retain all available funds and any future earnings to fund
the development and growth of our business and do not anticipate declaring or
paying any cash dividends on our common stock in the near future.

EQUITY COMPENSATION PLAN INFORMATION

         The following table sets forth certain information, as of March 31,
2005, concerning securities authorized for issuance under the 2004 Non-
Qualified Stock Option Plan and other outstanding options, warrants and rights:

<TABLE>
                                               NUMBER OF SECURITIES TO BE   WEIGHTED-AVERAGE EXERCISE      NUMBER OF SECURITIES
                                                 ISSUED UPON EXERCISE OF       PRICE OF OUTSTANDING              REMAINING
                                                  OUTSTANDING OPTIONS,               OPTIONS,              AVAILABLE FOR FUTURE
                                                        WARRANTS               WARRANTS AND RIGHTS               ISSUANCE
                                                       AND RIGHTS                                        UNDER EQUITY COMPENSATION
                                                                                                        PLANS (EXCLUDING SECURITIES
                                                                                                          REFLECTED IN COLUMN (a)
                                                           (a)                         (b)                          (c)
<S>                                                    <C>                            <C>                      <C>
Equity compensation plans not approved by
  security holders                                     880,000 (1)                    $0.20                    5,000,000 (2)

Total                                                  880,000                        $0.20                    5,000,000
</TABLE>


                                       8



<PAGE>

---------------

(1)      Warrants to purchase 880,000 shares outstanding as of March 31, 2005
         that were issued by the Company in June 2003. Specifically, the Company
         sold 120,000 shares of Common Stock for $25,000 to an accredited
         investor pursuant to the exemption provided by Regulation D of the
         Securities Act, and issued such a warrant to purchase 880,000 shares of
         Common Stock at an exercise price of $0.20 per share expiring December
         31, 2007. The Company attributed no value to these warrants in the June
         2003 period in which they were issued; given that the warrants had an
         exercise price of $0.20 per share as compared to the market value of
         $0.01 per share in June 2003 on a total volume of 300 shares traded in
         the open market in June 2003


(2)      Includes 5,000,000 shares available for issuance under the 2004
         Non-Qualified Stock Compensation Plan, all of which may be issued as
         stock options, restricted stock or stock bonuses.


ERF WIRELESS NON-PLAN STOCK GRANTS

         Certain shares of the Company's Series A Convertible Preferred Stock
are entitled to be held by one executive officer under an employment agreement
outside of any equity compensation plan adopted by ERF Wireless remained
outstanding as of March 31, 2005 ("Non-Plan Awards"). Such Non-Plan Awards were
made pursuant to the terms of employment agreement and such award was authorized
by the board. The Non-Plan Awards have not been approved by our stockholders.

RECENT SALES OF UNREGISTERED SECURITIES

         During the fiscal year ended December 31, 2004, we sold the following
unregistered securities:

         On September 30, 2004, we completed our acquisition of Eagle R. F.
International. We issued 1,000,000 shares of our common stock for all of the
outstanding shares of Eagle R. F. International. 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." Our
management has a pre-existing business relationship with the sellers. 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. Several of 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.

         On October 12, 2004, ERFW 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. ERFW is relying upon Section 3(a)(9) of the
Securities Act that allows an issuer to exchange any security with its existing
security holders exclusively where no commission or other remuneration is paid
or given directly or indirectly for soliciting such exchange.

         Systom Trust Joint Venture purchased 1,000,000 shares of the Company's
Series A Convertible Preferred Stock (the "Series A") on May 19, 2004. See Form
8-K SEC File No. 0-27467 Accession No. 1019687-4-1225). The Company is relying
upon the following facts in its determination that the issuance of preferred
shares to Systom Trust Joint Venture is an exempt transaction under Section 4(2)
of the Securities Act for "transactions by an issuer not involving any public
offering." Management had a pre-existing business relationship with the
management of Systom Trust Joint Venture. There was no general solicitation or
general advertising. There was one purchaser. There was an opportunity for the
purchaser to ask questions and receive answers concerning the terms and
conditions of the offering. The purchaser was a sophisticated and/or accredited
investor and has 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 preferred shares contained a Rule 144 legend.


                                       9



<PAGE>

         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 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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.

         On September 30, 2004, the Company acquired 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 the
Sellers as the Purchase Price in exchange for 100% of Eagle R. F.
International's capital stock. The closing date was September 30, 2004 and the
operations of Eagle R.F. International have been integrated into the Company.
Accordingly, 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.

         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.

RESULTS OF OPERATIONS

Three and Twelve Months Ended December 31, 2004, Compared to the Three and
Twelve Months Ended December 31, 2003

         The following table sets forth summarized consolidated financial
information for the three and twelve months ended December 31, 2004, and
December 31, 2003:


                                      10



<PAGE>

CONDENSED FINANCIAL INFORMATION
-------------------------------

                              Three Months Ended        Twelve Months Ended
                                 December 31,              December 31,
                           ---------------------------------------------------

($ in thousands)           2004    2003   $ Change    2004     2003   $ Change
                           ----    ----   --------    ----     ----   --------

Total Sales                   92      66      26      325       66      259
Cost of Goods Sold            18      28     -10       84       28       56
                         -----------------------------------------------------
Gross Profit                  74      38      36      241       38      203
                         -----------------------------------------------------
   % of Total Sales          80%      58%    138%      74%      58%      78%
Operating Expenses           424      87     337      960       86      873
                         -----------------------------------------------------
Loss from Operations        -350     -49    -301     -719      -48     -670
                         -----------------------------------------------------
Other Income (Expense)         0       0       0        0        0        0
                         -----------------------------------------------------
Net Loss                    -350     -49    -301     -719      -48     -670
                         =====================================================
Unrealized Holding Loss        1       1       0        1        -1        0
                         -----------------------------------------------------
Other Comprehensive Loss    -349     -48    -301     -718      -49     -670
                         =====================================================

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.

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.


                                      11



<PAGE>

         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 3 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.

THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2004 COMPARED TO THE THREE AND TWELVE
MONTHS ENDED DECEMBER 31, 2003

REVENUES

         The Company had revenues of $92,000 from ongoing operations for the
three month period ended December 31, 2004 as compared to $66,000 for the three
month period ended December 31, 2003. The Company had revenues of $325,000 for
the twelve month period ended December 31, 2004 as compared to $66,000 for the
twelve month period ended December 31, 2003. The increase in revenues for these
respective periods was primarily attributable to the Company's subsidiary, Eagle
R. F. International, Inc.'s acquisition of the Contact Wireless assets on
October 1, 2003, now operated as the Company's Contact Wireless Division, as
compared to not having operations in prior periods and the Company's increase of
wireless broadband customers. The Contact Wireless assets acquired consisted
primarily of transmitters, transmitter site licenses and sharing agreements,
switches, paging interconnection agreements, and general office equipment and
furnishings.

COST OF GOODS SOLD

         The Company had cost of goods sold of $18,000 from ongoing operations
for the three month period ended December 31, 2004 as compared to $28,000 for
the three month period ended December 31, 2003. The Company had cost of goods
sold of $84,000 for the twelve month period ended December 31, 2004 as compared
to $28,000 for the twelve month period ended December 31, 2003. The increase in
cost of goods sold for the year ended December 31, 2004 was primarily
attributable to the Company's subsidiary, Eagle R. F. International, Inc.'s
acquisition of the Contact Wireless assets October 1, 2003, now operated as the
Company's Contact Wireless Division, as compared to not having operations in
prior periods.


                                      12



<PAGE>

OPERATING EXPENSES

         With respect to the Company's ongoing business operations, the Company
reported operating expenses totaling $424,000 and $960,000 for the three and
twelve months ended December 31, 2004, respectively as compared to $86,000 and
$86,000 for the three and twelve months ended December 31, 2003. The increase in
operating expenses for these respective periods was primarily attributable to
the costs associated with selling, general and administrative costs including
personnel related costs, legal, accounting and other professional costs incurred
in connection with the Company's ongoing operations and the implementation of
the restructuring discussed in the Management's Discussion and Analysis
"Overview" herein; including the Company's subsidiary, Eagle R. F.
International, Inc.'s acquisition of the Contact Wireless assets on October 1,
2003, now operated as the Company's Contact Wireless Division, as compared to
not having operations in prior periods.

NET LOSS

         For the three months ended December 31, 2004, our net loss was $350,000
compared to a net loss of $48,000 for the three months ended December 31, 2003.
For the twelve months ended December 31, 2004, our net loss was $719,000
compared to a loss of $48,000 for the twelve months ended December 31, 2003. The
increase in loss for the three and twelve months ended December 31, 2004 as
compared to the three and twelve months ended December 31, 2003 was attributable
to the factors discussed immediately above.

NET LOSS APPLICABLE TO COMMON SHAREHOLDERS

         For the three months ended December 31, 2004, our net loss applicable
to common shareholders was $612,000 compared to a net loss of $49,000 for the
three months ended December 31, 2003. For the twelve months ended December 31,
2004, our net loss was $1,469,000 compared to a loss of $49,000 for the twelve
months ended December 31, 2003. The Company's Net Loss Applicable to Common
Shareholders included deemed dividends on the beneficial conversion of the
1,500,000 shares of Series A Preferred Stock that was limited to the amount of
consideration received totaling $750,000 in the year ended December 31, 2004.

CASH FLOWS

         Our operating activities for ongoing operations used net cash of
$678,000 in the twelve months ended December 31, 2004 as compared to providing
$27,000 in the twelve month period ended December 31, 2003. Net cash used by
operating activities in the twelve months ended December 31, 2004 resulted
primarily from the net operating losses of $718,000 for the operating period

         Our investing activities used net cash of $36,000 in the twelve months
ended December 31, 2004 compared to $5,000 of cash used in the twelve months
ended December 31, 2003. The cash used is attributable to the acquisition of
operating assets during the twelve months ended December 31, 2004.

         Our financing activities provided net cash of $711,00 in the twelve
months ended December 31, 2004 compared to $41,000_ of cash provided in the
twelve months ended December 31, 2003. The cash provided in the twelve months
ended December 31, 2004 was primarily associated with the Investor Advances
discussed in Note 5 to the Financial Statements that were converted to equity on
September 30, 2004 and December 31, 2004.

LIQUIDITY AND CAPITAL RESOURCES:

         As of December 31, 2004, we had cash and securities available for sale
of $13,000 and a working capital deficit of $57,000. The Company's current cash
and cash equivalents, including net proceeds received during the quarter ended
December 31, 2004, 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 amendment

                                      13



<PAGE>

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 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

NEW ACCOUNTING PRONOUNCEMENTS

         We have adopted FASB Statement 128. It is not expected that we will be
impacted by other recently issued standards. FASB Statement 128 presents new
standards for computing and presenting earnings per share (EPS). The Statement
is effective for financial statements for both interim and annual periods ending
after December 15, 1997.

         FASB Statement 131 presents news standards for disclosures about
segment reporting. We believe that due to our planned acquisition strategy, this
accounting standard will apply to us and we will utilize segment reporting in
the foreseeable future.

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.


                                       14



<PAGE>

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>

         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 8 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 December 31, 2004, we had an accumulated deficit of $1,512,000. 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.

         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.


                                      15



<PAGE>

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
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.


                                      16



<PAGE>


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.


                                      17



<PAGE>


ITEM 7. FINANCIAL STATEMENTS

                          INDEPENDENT AUDITOR'S REPORT



Board of Directors
ERF Wireless, Inc.
League City, Texas

We have audited the accompanying balance sheet of ERF Wireless, Inc. as of
December 31, 2004, and the related consolidated statements of operations,
shareholders' equity, and cash flows for each of the two years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of ERF Wireless, Inc.
as of December 31, 2004, and the results of its operations and its cash flows
for each of the two years then ended in conformity with accounting principles
generally accepted in the United States of America.


/s/ Lopez, Blevins, Bork & Associates, L.L.P.
---------------------------------------------
LOPEZ, BLEVINS, BORK & ASSOCIATES, L.L.P.
Houston, Texas
April 11, 2005


                                       18



<PAGE>

<TABLE>
                                  ERF WIRELESS, INC.
                              CONSOLIDATED BALANCE SHEET
                                  December 31, 2004
                          ($ in thousands except share data)


                                        ASSETS
<S>                                                                      <C>
Current assets:
  Cash                                                                   $         6
  Securities available for sale                                                    7
  Inventories                                                                     34
  Prepaid Expenses and Other                                                       8
                                                                         ------------
    Total current assets                                                          55
                                                                         ------------

Property and Equipment:
  Property, plant and equipment                                                   91
  Less:  Accumulated Depreciation                                                (14)
                                                                         ------------
    Total Property and Equipment                                                  77
                                                                         ------------

                                                                         ------------
              Total Assets                                               $       132
                                                                         ============

                        LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                       $        76
  Deferred revenue                                                                12
  Accrued expenses and other liabilities                                          24
                                                                         ------------
    Total current liabilities                                                    112
                                                                         ------------

Commitments

Long Term Investor Advances                                                        2
                                                                         ------------
STOCKHOLDERS' EQUITY
Common stock, $.01 par value, 475,000,000 shares authorized,
  4,486,761 shares issued and outstanding                                          5
Preferred Stock, $.01 par value, 25,000,000 shares
  authorized, 2,331,241 shares issued and outstanding                              2
Additional paid in capital                                                     1,523
Accumulated deficit                                                           (1,512)
                                                                         ------------
  Total Stockholders' Equity                                                      18
                                                                         ------------

                                                                         ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                               $       132
                                                                         ============


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


                                         19
</TABLE>





<PAGE>

<TABLE>
                                 ERF WIRELESS, INC.
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
                ($ in thousands except share data and loss per share)


                                                TWELVE MONTHS         TWELVE MONTHS
                                                    ENDED                 ENDED
                                                    2004                  2003
                                               ---------------      ---------------

<S>                                            <C>                  <C>
Net sales                                      $           325      $            66
Cost of goods sold                                          84                   28
                                               -------------------------------------
Gross profit                                               241                   38
                                               -------------------------------------
Operating expenses:
  Selling, general and administrative                      948                   84
  Depreciation and amortization                             12                    2
                                               -------------------------------------
Total Operating expenses                                   960                   86
                                               -------------------------------------

Net Loss from operations                                  (719)                 (48)
                                               -------------------------------------

Other income (expense):
  Interest expense                                          --                   --
  Other income (expense)                                    --                   --
                                               -------------------------------------

Net loss                                                  (719)                 (48)
                                               -------------------------------------

Other Comprehensive Loss:
  Unrealized Holding Gain / (Loss)                           2                   (1)
                                               -------------------------------------
Other Comprehensive Loss                                  (717)                 (49)
                                               -------------------------------------

Deemed dividend related to beneficial
  conversion feature of preferred stock                    750                   --
                                               -------------------------------------
Net loss applicable to common shareholders     $        (1,467)     $           (49)
                                               =====================================


Net income (loss) per share:
  Basic                                        $         (0.78)     $         (0.05)
                                               =====================================
  Diluted                                      $         (0.78)     $         (0.05)
                                               =====================================

Weighted average shares outstanding:
  Basic and diluted                                  1,888,000             1,000,000
                                               =====================================


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


                                         20
</TABLE>





<PAGE>

<TABLE>
                                                         ERF WIRELESS, INC.
                                            CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                                           FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
                                                          ($ in thousands)


                                                                                                                           TOTAL
                                      COMMON STOCK              PREFERRED         ADDITIONAL               ACCUMULATED     SHARE
                                  --------------------    ---------------------    PAID IN      RETAINED  COMPREHENSIVE   HOLDERS'
                                   SHARES      VALUE       STOCK        STOCK      CAPITAL      EARNINGS     INCOME        EQUITY
                                  --------    --------    --------     --------    --------     --------     --------     --------
<S>                                 <C>       <C>           <C>        <C>         <C>          <C>               <C>     <C>

TOTAL SHAREHOLDERS' EQUITY
  AS OF DECEMBER 31, 2002           1,000     $     1       1,000      $     1     $    --      $     5      $    (1)           6
                                  ------------------------------------------------------------------------------------------------

 Net loss                              --          --          --           --          --          (48)          (1)          (49)

TOTAL SHAREHOLDERS' EQUITY
  AS OF DECEMBER 31, 2003           1,000     $     1     $ 1,000      $     1     $    --      $   (43)     $    (2)      $   (43)
                                  ================================================================================================

NET LOSS FOR THE TWELVE MONTHS
  ENDED DECEMBER 31, 2004              --          --          --           --          --           --           --           --

 Net loss                              --          --          --           --          --         (719)           2         (717)

 New stock issued to
   shareholders:
 Results 75:1 reverse split           335           1          --           --         (12)          --           --          (11)
 Conversion of preferred stock      3,152           3        (169)          --          (3)          --           --           --
 For services and compensation         --          --          --           --          39           --           --           39
 For retirement of debt and
   liabilities                         --          --       1,500            1         749           --           --          750
 Stock-based compensation              --          --          --           --          --           --           --           --
 Beneficial conversion features
   on convertible debentures           --          --          --           --         750         (750)          --           --
 Unrealized holding loss               --          --          --           --          --           --           --           --

                                  ------------------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY
  AS OF DECEMBER 31, 2004           4,487     $     5       2,331      $     2     $ 1,523      $(1,512)          (0)     $    18
                                  ================================================================================================


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

                                                                 21
</TABLE>





<PAGE>

<TABLE>
                                            ERF WIRELESS, INC.
                                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   YEAR ENDED DECEMBER 31, 2004 AND 2003
                                             ($ in thousands)


                                                                                   2004            2003
                                                                                ----------      ----------
<S>                                                                             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                                                      $    (718)      $     (48)
    Adjustments to reconcile net loss to cash used in operating activities:
      Depreciation and amortization                                                    12               2
      Stock issued for services rendered                                               39              --
Changes in operating assets and liabilities:
  Accounts receivable                                                                 (61)             (2)
  Allowance for Doubtful Accounts                                                      51              --
  Inventory                                                                           (34)             --
  Accounts payable and accrued expenses                                                33              21
                                                                                --------------------------
    NET CASH (USED) / PROVIDED BY OPERATING ACTIVITIES                               (678)            (27)
                                                                                --------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                                                  (36)             (5)
                                                                                --------------------------
    NET CASH USED IN INVESTING ACTIVITIES                                             (36)             (5)
                                                                                --------------------------


CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds of Notes Payable & Long-Term Debt                                           --              41
  Repayment of Notes Payable & Long-Term Debt                                         (39)             --
  Proceeds from Debt Conversion and Funding Agreement                                 750              --
                                                                                --------------------------

    NET CASH PROVIDED BY FINANCING ACTIVITIES                                         711              41
                                                                                --------------------------
NET DECREASE IN CASH                                                                   (3)              9
                                                                                --------------------------
Cash, beginning of period                                                               9              --
                                                                                --------------------------
Cash, end of period                                                             $       6       $       9
                                                                                ==========================


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

NONCASH TRANSACTIONS:

Issuance of common stock for relief of liabilities in
  connection with recapitalization                                              $      11       $      --
                                                                                ==========================

Issuance of common stock for convertible preferred stock                        $      --       $      --
                                                                                ==========================
Issuance of convertible preferred stock for retirement of debt                  $     750       $      --
                                                                                ==========================


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


                                                    22
</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. For accounting purposes, the Company accounted for this
transaction as a reverse acquisition and the subsidiary was the surviving entity
due to the following circumstances:

         o        Dr. H. Dean Cubley was a Director and Chairman of both
                  entities prior to the acquisition.
         o        Eagle R. F. International, Inc. was a private company with
                  operations prior to the acquisition by the Company.
         o        Eagle R. F. International, Inc. was owned by Dr. H. Dean
                  Cubley and three other individuals prior to the acquisition.
         o        Family members of Dr. H. Dean Cubley employed him to initiate
                  the creation of the Company for the purposes of completing a
                  reverse merger with the predecessor entity, Fleetclean
                  Systems, Inc. and to acquire certain business operations
                  including that of Eagle R. F. International, Inc.
         o        Family members of Dr. H. Dean Cubley employed him to initiate
                  the transaction whereby a change of control of the predecessor
                  entity occurred as further disclosed in Note 2 to the
                  Financial Statements.
         o        In conjunction with the completion of a change of control of
                  the predecessor entity, all operations of the predecessor
                  entity were divested, thereby leaving the predecessor as a
                  publicly traded public shell company. (See Note 2 to the
                  Financial Statements regarding change of control).

Please refer to Note 2 to the Financial Statements for disclosure regarding the
facts and circumstances surrounding the change of control of the Company.
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.



                                      23



<PAGE>

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. 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 AVAILABLE FOR SALE

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.

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 $12,000 as of December 31, 2004.


                                      24



<PAGE>

INVENTORIES

Inventories consist of wireless and telephony products and related accessories
and are stated at the lower of cost, determined by average cost method, or
market.

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:

                                              December 31,
                                                  2004
                                               ----------
                    Wireless Broadband         $      17
                    Cellular and Paging               17
                                               ----------
                                               $      34
                                               ==========

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.


PRODUCT WARRANTY

Concurrent with the recognition of revenue, the Company provides for the
estimated cost of product warranties and reduces revenue for estimated product
returns. The Company historically has had no warranty expense in the periods
reported. Manufacturers product warranties which relate to third party products
purchased and resold are primarily attributable to our wireless customers and
are passed through to the customer.



                                      25



<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 December 2003 and 2004, potential dilutive
securities had an anti-dilutive effect and were not included in the calculation
of diluted net loss per common share. The Company's Series A Convertible
Preferred Stock has a 65 day notice of conversion requirement. When taking into
account the Common Stock underlying the 2,331,240 shares of Series A Convertible
Preferred Stock and the 880,000 Warrants outstanding at December 31, 2004, the
Company would have 44,419,055 additional shares of Common Stock issuable upon
the conversion of such Preferred Stock and Warrants that were not included in
the computation of diluted earnings per share because the impact was
antidilutive.


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.


                                      26



<PAGE>

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 June 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.

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.


                                      27



<PAGE>

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 June 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 - CHANGE IN CONTROL OF REGISTRANT


As previously reported in the Company's Form 8-K filed on May 28, 2004, Systom
Trust Joint Venture, a Texas joint venture, ("STJV") purchased 10,783,492 shares
of the common stock of Fleetclean Systems, Inc., a Texas corporation, the
Company's predecessor, (the "Registrant") from Kenneth A. Phillips, Kathryn M.
Phillips, Jarrod Phillips and Jay G. Phillips under a Stock Purchase Agreement
dated May 15, 2004. Further, in connection with this previously reported
restructuring, the Company created a subsidiary, Fleetclean Chemicals, Inc.
("FCI"), and transferred all assets and certain liabilities except certain
"Retained Liabilities" that included the convertible debentures ($237,500) and
certain amounts owed to professional service firms and related parties into this
subsidiary; and entered into an acquisition agreement with the Company's former
President, Kenneth A. Phillips to acquire FCI, a wholly owned subsidiary of the
Company under the Acquisition Agreement. On May 15, 2004, the Company accepted a
Subscription Agreement from STJV to acquire 1,000,000 shares of Series A
Convertible Preferred Stock, $0.01 par value at a price of $0.2907 per share for
total consideration of $290,700; $53,200 cash and the assumption of $237,500 in
convertible debentures. The preferred stock is convertible at holders' option at
one preferred share for 18.676347 shares common stock and has a liquidation
preference of 2:1. Additionally, Dr. H. Dean Cubley was appointed to the
Company's board of directors on May 11, 2004 and Kathryn M. Phillips and Jay G.
Philips resigned their positions as Secretary and Treasurer and Vice President
and Director, respectively. STJV is an entity comprised of a group of trusts
with a common trustee representing Cubley family interests. The effect of these
transactions resulted in a change in control of Fleetclean Systems, Inc., a
Texas corporation ("FLSY").


During the quarter ended September 30, 2004, the stockholders of Fleetclean
Systems, Inc. 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 OTCBB.


NOTE 3 - 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
divisions' customer base consists of both narrowband and broadband wireless
subscribers. As part of the transaction, the Company signed a Debt Conversion


                                      28



<PAGE>

and Funding Agreement with the divisions Investors. 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"). The
Company has 2,500,000 shares of Series A authorized of which 1,000,000 shares
were issued and outstanding prior to the transaction. 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.

In summary, the Company received $750,000 in advances through the period ended
December 31, 2004 from certain Investors pursuant to the Debt Conversion and
Funding Agreement effective September 30, 2004. These Investors advances were
converted into Series A Convertible Preferred Stock at quarters ending September
30, 2004 and December 31, 2004. In conjunction with these conversions into
Series A Convertible Preferred Stock, the Company booked a deemed dividend on
the beneficial conversion of preferred stock totaling $750,000 in the twelve
months ended December 31, 2004. The Company amended the Debt Conversion and
Funding Agreement at December 31, 2004 to provide for up to $750,000 of
additional funding going into calendar 2005. The Company was obligated to issue
one share of Series A Convertible Preferred Stock for every Fifty Cents ($0.50)
in claims converted. The terms of the agreement did not change in the addendum
to Debt Conversion and Funding Agreement with the exception of the incremental
funding provision providing for an incremental $750,000 in funding through the
period ending December 31, 2005.


For accounting purposes, the Company accounted for the transaction as a reverse
acquisition and the subsidiary was the surviving entity.


NOTE 4 - PROPERTY AND EQUIPMENT:

Components of property, plant, and equipment, at December 31, 2004 are as
follows:

    Equipment
    Office Furniture and equipment                               7,832
    Computer equipment                                           3,725
    Vehicles                                                       750
    Leasehold improvements                                      15,660
                                                              ---------
                                                                91,505
    Less: accumulated depreciation and amortization            (14,105)
                                                              ---------
                                                              $ 77,400
                                                              =========

Depreciation and amortization expense was $11,912 and $2,193 for the year ended
December 31, 2004 and 2003, respectively.

NOTE 5 - 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").


                                      29



<PAGE>


On May 15, 2004, STJV acquired from Fleetclean Systems, Inc, 1,000,000 shares of
Series A Convertible Preferred Stock, $0.01 par value at a price of $0.2907 per
share for total consideration of $290,700; $53,200 cash and the assumption of
$237,500 in convertible debentures. On May 28, 2004, STJV purchased 10,783,492
shares of the common stock of Fleetclean Systems, Inc., the Company's
predecessor. STJV is an entity comprised of a group of trusts with a common
trustee representing Cubley family interests. The purchase of the common stock
and the Series A preferred stock gave STJV a voting majority of Fleetclean
Systems, Inc.


Effective September 20, 2004 the Company completed its name change from
Fleetclean Systems, Inc. to ERF Wireless, Inc., changed its corporate domicile
from Texas to Nevada and affected a 1 for 75 reverse split so that 25,105,460
common shares prior to the split were converted into 334,949 shares of $.001 par
value common stock. The reverse stock split has been applied retroactively to
all periods presented.

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. The acquisition of Eagle R.F. International was
                  accounted for as a reverse acquisition. The Company carried
                  over the 1,000,000 shares of Series A Preferred Stock acquired
                  on May 15,2004 into the post reverse merger Company as a part
                  of the overall recapitalization. Accordingly, the Company
                  treated the 1,000,000 shares of Series A Preferred Stock as
                  outstanding in prior reporting periods based on the
                  circumstances cited in Note 1 under the heading "Nature of the
                  Company" involving the dual directorships of Dr. H. Dean
                  Cubley and the Cubley family interests in each respective
                  companies.


         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.


The Company has 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 1,500,000 shares of
Series A for the conversion of $750,000.00 in debt owed to certain Investors.
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. With respect to the Series A Preferred Stock
outstanding at December 31, 2004, the Company would be required to issue
43,539,055 shares of its common stock. Accordingly, the Addendum to Debt
Conversion and Funding Agreement, providing for the issuance of 1,500,000 shares
of Series A for the conversion of $750,000 in debt could cause the Company to
issue an additional 28,014,521 shares of its common stock.

The Company had warrants to purchase 880,000 shares outstanding as of December
31, 2004 that were issued by the Company in June 2003. Specifically, the Company
sold 120,000 shares of Common Stock for $25,000 to an accredited investor
pursuant to the exemption provided by Regulation D of the Securities Act, and
issued such a warrant to purchase 880,000 shares of Common Stock at an exercise
price of $0.20 per share expiring December 31, 2007. The Company attributed no
value to these warrants in the June 2003 period in which they were issued; given
that the warrants had an exercise price of $0.20 per share as compared to the
market value of $0.01 per share in June 2003 on a total volume of 300 shares
traded in the open market in June 2003.



                                      30



<PAGE>

NOTE 6 - 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.


NOTE 7 - INCOME TAXES

The Company follows Statement of Financial Accounting Standards Number 109 (SFAS
109), "Accounting for Income Taxes." Deferred income taxes reflect the net
effect of (a) temporary difference between carrying amounts of assets and
liabilities for financial purposes and the amounts used for income tax reporting
purposes, and (b) net operating loss carryforwards. No net provision for
refundable Federal income tax has been made in the accompanying statement of
loss because no recoverable taxes were paid previously. Similarly, no deferred
tax asset attributable to the net operating loss carryforward has been
recognized, as it is not deemed likely to be realized.

The provision for refundable Federal income tax consists of the following:

                                                     December 31,   December 31,
                                                        2004            2003

Refundable Federal income tax attributable to:
      Current operations                             $  (240,000)   $   (15,000)
        Less, Change in valuation allowance              240,000         15,000
         Net refundable amount                                --             --

The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:


                                                     December 31,   December 31,
                                                        2004            2003

Deferred tax asset attributable to:
      Net operating loss carryover                   $  (260,000)   $   (15,000)
        Less, valuation allowance                        260,000         15,000
         Net deferred tax asset                               --             --


At December 31, 2004, we had an unused net operating loss carryover
approximating $750,000 that is available to offset future taxable income; it
expires beginning in 2018.

NOTE 8 - 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. The
Company accounts for rent expense under leases that provide for escalating
rentals over the related lease term on a straight-line method.


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.


                                      31



<PAGE>

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
                                                   ===========

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 company expensed approximately $31,913.50 in compensation
expense in 2004 associated with the measurement charge recorded against Mr. R.
Greg Smith's employment agreement as related to 63,827 shares of Series A
Preferred Stock that Mr. Smith is entitled to as a sign on bonus. The Company
recorded this charge as compensation expense and credited additional
paid-in-capital in the period ended December 31, 2004. The Company recorded the
compensation expense at the basis of the preferred stock of $0.50 per share
given that the Company was a private entity on the effective date of his
employment agreement. 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 revenue milestones are set forth in Mr. Smith's Executive
Employment Agreement included herein as Exhibit 10.1. Mr. Smith has not earned
any options against his Employment Agreement through the period ended December
31, 2004. 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.


                                      32



<PAGE>

NOTE 9 - STOCK OPTIONS:

The Company registered its 2004 Stock Option Plan under Form S-8 that was filed
on December 29, 2004. The S-8 that was filed on December 29, 2004 relates to the
offer and sale by the Company, of shares of its $0.001 par value per share
common stock to certain employees, officers, directors and consultants (the
"Consultants") pursuant to consulting agreements and the 2004 Non-Qualified
Stock Compensation Plan (the "Stock Plan"). Pursuant to the Stock Plan and the
consulting agreements, in payment for services rendered, the company is
authorized to issue, upon receipt of adequate consideration, to the consultants
and persons covered by the consulting agreements and Stock Plan, 5,000,000
shares of common stock.

As of December 31, 2004, the Company had not issued any options or stock grants
against the 2004 Stock Compensation Plan and accordingly, the Company did not
have any stock based compensation expense during such period.

The Board of Directors or respective Compensation Committee of the Company from
time to time, in its absolute discretion, may (a) award Common Stock to
employees of, consultants to, and directors of the Company, and such other
persons as the Board or Committee may select, and (b) permit Holders of Options
to exercise such Options prior to full vesting therein and hold the Common
Shares issued upon exercise of the Option as Common Stock. In either event, the
owner of the Common Stock shall hold such stock subject to vesting schedule as
imposed by the Board or Committee or such vesting schedule to which the Option
was subject, as determined in the discretion of the Board or Committee. All
options or grants under the Plan must be granted and exercised within ten years
of the Plan adoption date.


NOTE 10 - RELATED PARTY:

On September 30, 2004, the Company acquired all of the outstanding stock of
Eagle R. F. International from four individuals in exchange for 1,000,000 shares
of its common stock. Dr. H. Dean Cubley has been a director, Secretary and
Treasurer of the Company since May 26, 2004 and served as Interim President from
May 26, 2004 until August 14, 2004. Dr. Cubley received 200,000 shares as his
portion of the Purchase Price.

We believe that each of the above referenced transaction was made on terms no
less favorable to us than could have been obtained from an unaffiliated third
party. Furthermore, any future transactions or loans between us and our
officers, directors, principal stockholders or affiliates, and any forgiveness
of such loans, will be on terms no less favorable to us than could be obtained
from an unaffiliated third party, and will be approved by a majority of our
directors.


NOTE 11 - INDUSTRY SEGMENTS:

This summary reflects the Company's current segments, as described below.

                                CONTACT WIRELESS:

Contact Wireless Division is a provider of retail cellular, paging products and
services. All sales from external customers are located within the United
States.

                        OTHER SEGMENT CATEGORY INCLUDES:

WIRELESS BROADBAND DIVISION:

Wireless Broadband Division provides wireless broadband products and services to
commercial and individual customers through out the wireless industry. The
company is in early stages of building and acquiring a seamless wireless
broadband network through out North America to serve private entities, cities,
municipalities and the general public. All sales from external customers are
located within the United States.


                                      33



<PAGE>

PAGING HARDWARE DIVISION:

Paging Hardware Division principally provides repair and maintenance to paging
infrastructure equipment and manufactures equipment for commercial customers.
All sales from external customers are located within the United States.

For the twelve months ended December 31, 2004

                                             Contact
              (IN THOUSANDS)                 Wireless       Other       Consol.
                                             -----------------------------------

         Revenue                             $    293     $     32     $    325
         Segment Loss                              62           72          134
         Segment Assets                            39           81          120
         Capital Expenditures                      10           21           31
         Depreciation                               2           10           12

For the twelve months ended December 31, 2003

                                             Contact
              (IN THOUSANDS)                 Wireless       Other       Consol.
                                             -----------------------------------

         Revenue                             $     64     $      2     $    660
         Segment Income (Loss)                     18           (2)          16
         Segment Assets                            29           43           72
         Capital Expenditures                       5           43           48
         Depreciation                              --            2            2


<TABLE>
             Reconciliation of Segment Loss from          December 31,       December 31,
                    Operations to Net Loss                   2004               2003
         -------------------------------------------     -------------      -------------
<S>                                                      <C>                <C>
         Total segment income (loss) from operations     $       (134)      $          16
         Total Corporate overhead                                (584)                (65)
                                                         -------------      -------------
         Net loss                                        $       (718)      $         (49)
                                                         =============      =============


              Reconciliation of Segment Assets            December 31,       December 31,
                      to Total Assets                        2004               2003
         -------------------------------------------     -------------      -------------

         Total Segment Assets                            $        120       $         72
         Total Corporate Assets                                    12                  7
                                                         -------------      -------------
         Consolidated  Assets                            $        132       $         79
                                                         =============      =============
</TABLE>

The accounting policies of the reportable segments are the same as those
described in the section titled Basis of accounting. The Company evaluates the
performance of its operating segments based on income before net interest
expense, income taxes, depreciation and amortization expense, accounting changes
and non-recurring items.



                                      34



<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

         On August 19, 2004, the Board of Directors and the Audit Committee of
the Board of Directors of ERF Wireless, Inc. (the "Company") dismissed its
independent auditors, Malone & Bailey, PLLC, and engaged Lopez, Blevins, Bork &
Associates, LLP, as the Company's registered public accounting firm for the
fiscal year ending December 31, 2004. The Company filed a Current Report, dated
August 20, 2004, on Form 8-K regarding this change in accountants and amended
Form 8-K on September 29, 2004.

There were no changes in or disagreements with accountants on accounting or
financial disclosure during fiscal year 2004.

ITEM 8A. CONTROLS AND PROCEDURES

         As of March 31, 2005, an evaluation was performed under the supervision
and with the participation of the Company's management, including the Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
on that evaluation, the Company's management, including the Chief Executive
Officer and the Chief Financial Officer, concluded that the Company's disclosure
controls and procedures were effective as of March 31, 2005. There have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect internal controls subsequent to March 31, 2005.

ITEM 8B. OTHER INFORMATION

         NOT APPLICABLE.


                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                                   MANAGEMENT

         Our directors and executive officers and their ages as of March 1, 2005
are as follows:

NAME                              AGE         POSITION

R. Greg Smith                     46          Chief Executive Officer, Chief
                                              Financial Officer and Director
Dr. H. Dean Cubley                63          Chairman of the Board of Directors
Dr. Bartus H. Batson              61          Director

         The following is a brief description of the background of our directors
and executive officers.

BACKGROUND INFORMATION

         MR. R. GREG SMITH (AGE 46). Mr. Smith's professional background
includes some 24 years of demonstrated executive management experience,
including 10 years experience as CFO of publicly traded companies. Mr. Smith
joined the Company, on August 1, 2004, as Chief Financial Officer and initially
also as Chief Executive Officer, until the Board of Directors elects to fill the
position of CEO. Additionally, Mr. Smith was elected to the the Company's, Board
of Directors for a one-year term concurrent with his contract effective date of
August 1, 2004. Mr. Smith will spend the majority of his time and efforts on the
public company aspects of the business, including public filings, private equity
financings, acquisitions, and the building of the public company image of the
company with the intent of achieving a listing on a national exchange within a
reasonable time; while the day-to-day operational details of the Company will
continue to be run by the Company's President. Mr. Smith most recently was
employed by Eagle Broadband, Inc., where he was recruited to assist in the
restructure of numerous Eagle subsidiaries. Mr. Smith served in dual roles as
CFO and as CEO of certain Eagle subsidiaries from early 2002 and played a key
role in reducing certain subsidiaries EBITDA burn rates as Eagle has shifted its
focus away from low-margin product fulfillment and commercial cabling to

                                      35



<PAGE>

higher-margin bundled digital services, convergent set-top boxes and
satellite-based communications platforms. Prior to Eagle, Mr. Smith spent 13
years in various corporate finance functions including CFO in the healthcare
informatics market with ADAC Healthcare Information Systems, Inc., and
predecessor entities. While at ADAC, Mr. Smith gained extensive experience in
directing restructurings and turnarounds as well as completing numerous mergers
and acquisitions. During 1994-1998, Mr. Smith anchored the lead role in
completing the acquisition of DuPont's radiology information systems business
and integrating ADAC's other radiology business units, resulting in a market
leadership position. During the same time period, Mr. Smith led the
restructuring team through a strategic partnership, resulting in the merger of
two publicly traded healthcare companies and played a key role as Chief
Restructuring Officer in the direction of a turnaround of the combined
healthcare companies. While he served as CFO of ADAC Healthcare Information
Systems, Inc., ADAC was selected as the first healthcare company to achieve the
Malcolm Baldrige National Quality Award in 1996. Following his successful career
at ADAC and prior to joining Eagle Broadband, Inc., Mr. Smith was recruited to
lead the restructuring of a privately-held electronic messaging company,
improving gross margins from 9% to 46% from 1998 to 2000. Mr. Smith's primary
role was in leading the completion of a complex SEC registered rescission
offering in late 1999 and early 2000 to overcome a $16 million SEC rescission
liability that was created by the founder of the business and prior management
by integrating several private placements.

         DR. H. DEAN CUBLEY (age 63) has served as director and Chairman of ERF
Wireless since May 2004. Previously Dr. Cubley served as president, chief
executive officer and chairman of Eagle Wireless International, Inc., from March
1996 until 2003. Prior to that, Dr. Cubley served as vice-president of Eagle
Telecom, Inc., from 1993 to March 1996. From 1984 until 1993 Dr. Cubley was
active in the telecommunications industry serving as a principle in numerous
high technology companies including Metrocast, Microlink, TI-IN Network, and
Paging Products International. Dr. Cubley has over 39 years of extensive
experience in the field of telecommunications. From 1965 to 1984, Dr. Cubley
worked for the NASA Manned Spacecraft Center as a senior engineer or manager on
all Gemini, Apollo, and Shuttle programs. Dr. Cubley was the Antenna Subsystems
Manager on all manned spacecraft programs for seven years during the Apollo
Program with full project control for over two hundred million dollars worth of
equipment for each Apollo flight. In addition, Dr. Cubley was the NASA Project
Manager on the five hundred million dollar Apollo 17 Surface Electrical
Properties Experiment which was searching for water on the surface of the moon
in 1972. Throughout his career, Dr. Cubley has authored or co-authored over
fifty publications. In addition, he has a total of fifteen patents and
patents-pending registered in his name. Dr. Cubley received a bachelor of
science degree in electrical engineering from the University of Texas in 1964
and a master's degree from the University of Texas in 1965. In 1970 Dr. Cubley
received his Ph.D. in Electrical Engineering from the University of Houston.
Since 1977, Dr. Cubley has been actively engaged in the commercial
telecommunications industry and has been instrumental in many of its
technological advancements. Dr. Cubley has also been a founding partner in
twenty three new high technology companies since his employment with NASA. Many
of these companies have been acquired by larger companies and are currently
operating in the telecommunications industry.

         DR. BARTUS H. BATSON (age 62) has served as director of ERF Wireless
since January 2005. Dr. Batson has served as president, chief executive officer
and chairman of X-Analog Communications, Inc., since March 1992. Prior to that,
Dr. Batson served as president of X-Analog's predecessor company, CADSA, Inc.
Dr. Batson has over 40 years of experience in all fields of telecommunications
with a major focus in satellite communications and wireless systems. Dr. Batson
received the B.S. degree in electrical engineering from Arlington State College
(now the University of Texas at Arlington) in 1963 and the M.S. and Ph.D.
degrees in electrical engineering from the University of Houston in 1967 and
1972, respectively. In 1963, he joined the NASA Manned Spacecraft Center (now
the Lyndon B. Johnson Space Center) in Houston, Texas, and worked in Flight
Operations and Analysis on Guidance, Navigation and Command Systems for the
Gemini Program. From 1964 to 1968, he served in the U. S. Army as an electronics
instructor in the Artillery and Missile School at Fort Sill, Oklahoma. In 1966,
he returned to the Manned Spacecraft Center and worked until 1983 on a wide
variety of problems pertaining to statistical communication theory as applied to
communications systems for manned spaceflight programs, including Apollo,
Apollo-Soyuz, Skylab, and Space Shuttle. He personally developed the conceptual

                                      36



<PAGE>

designs for the Space Shuttle S-band and Ku-band communications systems, which
incorporated several state-of-the-art advances in the areas of modulation,
coding, synchronization, and spread spectrum, at data rates of up to 50 Mbps. As
Manager of the Systems Analysis Office of the Tracking and Communications
Division, he was responsible for communications, tracking, instrumentation, and
data systems engineering and analysis for the entire Space Shuttle Program. In
1980, while still at NASA, Dr. Batson founded X-Analog's predecessor company,
CADSA, Inc., which was originally a consulting company specializing in satellite
communications and voice/data/video applications. In 1983, he resigned from NASA
to devote full time to CADSA. During the period from 1983 to the present time,
CADSA and later X-Analog has become a diversified telecommunications company,
providing a wide range of products and services. Dr. Batson was heavily involved
in the design and implementation of the USCI (United Satellite Communications,
Inc.) video network, which was the first operational DBS (direct broadcast
satellite) system. His contributions to USCI included extensive analysis efforts
and preparation of the technical portions of several FCC filings, responses,
etc., that eventually resulted in regulatory approval of the use of medium-power
FSS (fixed satellite service) satellites for provision of DBS services to the
home consumer market. He also participated in the design of the STARLOK video
scrambling system that was developed by General Instruments for USCI. Another
significant project directed by Dr. Batson was the total engineering effort
associated with the design, development, implementation, testing, maintenance,
and operations of all elements of TI-IN Network, a provider of satellite-based
interactive (one-way video/data, two-way audio/data) educational programming. As
part of this project, Dr. Batson directed the design, development, and
manufacturing of several specialized microprocessor-based equipment items which
provided various features such as wireless keypad data response from remote
classrooms; customized, automated audio talkback; and addressable hardcopy
distribution. One of the most significant projects which Dr. Batson has been
responsible for is the design and implementation of a digital video compression
system for NTU (National Technological University) that replaced their
satellite-based analog system. Dr. Batson was responsible for the design,
development, integration/test, and initial manufacturing efforts associated with
this project. Dr. Batson has been an adjunct member of the faculties of Rice
University and the University of Houston, where he taught graduate courses in
space communications, digital communications, statistical communications theory,
information theory, estimation theory, and coding theory. He has also developed
and taught numerous short courses on topics such as speech processing, video
processing, spread spectrum communications, data communications, digital
communications, satellite communications, space communications and navigation,
and systems engineering. He is a senior member of the IEEE and is a past
chairman of the Satellite and Space Communications Committee of the IEEE
Communications Society. He served for several years as Editor for Satellite and
Space Communications for the IEEE Transactions on Communications and was guest
editor of a special issue of the Transactions dealing with Space Shuttle
Communications and Tracking. He was Program Chairman of the National
Telecommunications Conference (NTC '80) held in Houston in December 1980 and
General Chairman of the National Telesystems Conference (NTC '82) held in
Galveston, Texas, in 1982. He has also been active in the Instrument Society of
America, having served as Director of the Telemetry Division. He is a member of
Sigma Xi and Phi Kappa Phi and is a Registered Professional Engineer in the
State of Texas. Dr. Batson has published more than fifty papers in practically
all areas of communications.

SECTION 16(a) REPORTING

         Section 16(a) of the Exchange Act requires the Company's officers,
directors and persons who beneficially own more than 10% of a registered class
of the Company's equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission, and to furnish to the
Company copies of such reports. Based solely on the review of copies of the
forms received, the Company believes that, during the last fiscal year, all
filing requirements under Section 16(a) applicable to its officers, directors
and 10% stockholders were timely, except for: Two Form 3's reporting the initial
beneficial ownership Dr. H. Dean Cubley and Brian Cubley.


                                      37



<PAGE>

AUDIT COMMITTEE

         The Company's standing audit committee of the Board is comprised of two
non-employee independent directors; Dr. H. Dean Cubley and Dr. Bartus H. Batson.
The Board has determined that Dr. H. Dean Cubley is an audit committee financial
expert and independent as defined by Item 401(h) of Regulation S-K of the
Exchange Act. Dr. H. Dean Cubley has served as director and Chairman of ERF
Wireless since May 2004. Previously Dr. Cubley served as president, chief
executive officer and chairman of Eagle Wireless International, Inc., from March
1996 until 2003. Eagle Wireless International, Inc. changed its name to Eagle
Broadband, Inc. and is traded on the American Stock Exchange. Dr. Cubley remains
on the Board of Directors of Eagle Broadband, Inc.

CODE OF ETHICS

         The Company did not have a Code of Business Conduct and Ethics as of
December 31, 2004. We expect to adopt such a Code within the next few months in
conjunction with an expansion of our Board of Directors and will report the
adoption of a Code of Business Conduct and Ethics on Form 8-K promptly
thereafter.


ITEM 10. EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE. The following table sets forth the annual and
long-term compensation for services in all capacities for the fiscal years ended
December 31, 2004 and 2003, paid to our most highly compensated executive
officers.

<TABLE>
                           SUMMARY COMPENSATION TABLE

                          ANNUAL COMPENSATION       LONG TERM COMPENSATION

                                                       AWARDS

NAME AND PRINCIPAL        YEAR    SALARY    BONUS    RESTRICTED  SECURITIES     ALL OTHER
POSITION                         (1)                   STOCK     UNDERLYING    COMPENSATION
                                                      AWARD(S)    OPTIONS
<S>                        <C>     <C>         <C>          <C>      <C>            <C>
R. Greg Smith (1)          2004    $75,000     --           --       --             --
Chief Executive Officer    2003         --     --           --       --             --
and Chief Financial
Officer
</TABLE>

(1)          Mr. R. Greg Smith joined us on August 1, 2004 as Chief Financial
             Officer and initially also as Chief Executive Officer. 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.


                                      38



<PAGE>

           AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL
                             YEAR-END OPTION VALUES

         The following table sets forth certain information concerning the
number and value of securities underlying exercisable and unexercisable stock
options as of the fiscal year ended December 31, 2004 by our executive officers
listed in the Summary Compensation Table above.

<TABLE>
NAME               NUMBER OF           VALUE       NUMBER OF SECURITIES           VALUE OF UNEXERCISED
                     SHARES          REALIZED     UNDERLYING UNEXERCISED        IN-THE-MONEY OPTIONS AT
                  ACQUIRED ON                           OPTIONS AT                   MARCH 31, 2004
                    EXERCISE                       DECEMBER 31, 2004 (1)       EXERCISABLE/UNEXERCISABLE
                                                 EXERCISABLE/UNEXERCISABLE

<S>           <C>                    <C>                    <C>                            <C>
R. Greg Smith (1)     --             $  --                  --                             --
</TABLE>

         (1)   Mr. Smith has not earned any stock options under his employment
               agreement as of the date of this filing.

COMPENSATION OF DIRECTORS

         The Company currently compensates directors for their services as
directors in the amount of 2,000 shares of common stock for each regularly
scheduled Board of Directors Meeting. In addition a fee of 1,000 shares of
common stock will be paid for each special telephone Board Meeting called by the
Chairman of the Board. In addition, each director will receive options to
purchase 25,000 shares of common stock at 115% of the common stock price closing
stock price on the day that the Director officially becomes a Director and
annually thereafter providing the Director is officially a Director on the
anniversary date. The Company did not hold any meetings of the Board of
Directors during the period covered by this report and all actions of the Board
were done by unanimous consent.

EMPLOYMENT AGREEMENTS


         On August 1, 2004, we entered into a written employment agreement with
R. Greg Smith, our CEO and CFO. The employment agreement was filed with our
report on Form 10-QSB for the quarter ended June 30, 2004. Subsequently, we
entered an Amended and Restated Employment Agreement with Mr. Smith that
modified certain terms and conditions of the original agreement. The Amended and
Restated Employment Agreement is attached to this report as an exhibit. 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 revenue
milestones are set forth in Mr. Smith's Executive Employment Agreement included
herein as Exhibit 10.1. Mr. Smith has not earned any options against his
Employment Agreement through the period ended December 31, 2004. 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.



                                      39



<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

         The following table sets forth certain information, as of December 31,
2004, concerning securities authorized for issuance under the ERF Wireless Stock
Option Plan:

ERF WIRELESS NON-PLAN OPTION AND WARRANT GRANTS

         Certain shares of the Company's Series A Convertible Preferred Stock
are entitled to be held by one executive officer under an employment agreement
outside of any equity compensation plan adopted by ERF Wireless remained
outstanding as of March 31, 2005 ("Non-Plan Awards"). Such Non-Plan Awards were
made pursuant to the terms of employment agreement and such award was authorized
by the board. The Non-Plan Awards have not been approved by our stockholders.

BENEFICIAL OWNERS

         As of March 31, 2005, other than the directors and executive officers
and beneficial owners identified in the table under "Directors and Executive
Officers" section below, no person owned beneficially more than five percent
(5%) of our common stock.

DIRECTORS AND EXECUTIVE OFFICERS

         The following table shows the amount of our capital stock beneficially
owned by the directors and executive officers named in the Summary Compensation
Table above and by all directors and executive officers as a group as of March
31, 2005. Unless otherwise indicated, beneficial ownership is direct and the
person indicated has sole voting and investment power. As of March 31, 2005, we
had 4,567,235 shares of common stock outstanding.

                                                         SHARES         PERCENT
                                      TITLE OF        BENEFICIALLY      OF CLASS
NAME AND ADDRESS                       CLASS           OWNED (1)          (1)
Dr. H. Dean Cubley                     Common              200,000        4.4%
2911 South Shore Blvd., Suite 100
League City, Texas 77573
R. Greg Smith                          Common                2,667        0.1%
2911 South Shore Blvd., Suite 100
League City, Texas 77573
Dr. Bartus H. Batson                   Common                   --         --%
c/o ERF Wireless, Inc.
2911 South Shore Blvd., Suite 100
League City, Texas 77573
Christopher J. Futer                   Common              400,000        8.8%
c/o ERF Wireless, Inc.
2911 South Shore Blvd., Suite 100
League City, Texas 77573
Systom Trust Joint Venture             Series A       2,331,240.44      100.0%
c/o ERF Wireless, Inc.                 Preferred
2911 South Shore Blvd., Suite 100      Stock
League City, Texas 77573
Officers and Directors as a Group      Common              202,667        4.5%
(3 Persons)

       *         Less than 1%
       (1)       Applicable percentage of ownership is based on 4,567,235 shares
                 of common stock outstanding as of March 31, 2005, together with
                 applicable options for each shareholder. Beneficial ownership
                 is determined in accordance with the rules of the Securities
                 and Exchange Commission and generally includes voting or
                 investment power with respect to securities. Shares of common
                 stock subject to options that are currently exercisable or
                 exercisable within 60 days of March 31, 2005 are deemed to be
                 beneficially owned by the person holding such options for the
                 purpose of computing the percentage of ownership of such
                 person, but are not treated as outstanding for the purpose of
                 computing the percentage ownership of any other person.


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<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         On September 30, 2004, the Company acquired all of the outstanding
stock of Eagle R. F. International from four individuals in exchange for
1,000,000 shares of its common stock. Dr. H. Dean Cubley has been a director,
Secretary and Treasurer of the Company since May 26, 2004 and served as Interim
President from May 26, 2004 until August 14, 2004. Dr. Cubley received 200,000
shares as his portion of the Purchase Price.

         We believe that each of the above referenced transaction was made on
terms no less favorable to us than could have been obtained from an unaffiliated
third party. Furthermore, any future transactions or loans between us and our
officers, directors, principal stockholders or affiliates, and any forgiveness
of such loans, will be on terms no less favorable to us than could be obtained
from an unaffiliated third party, and will be approved by a majority of our
directors.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

a)       Exhibits

EXHIBIT                   DESCRIPTION                          LOCATION
NO.
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 10.1      R. Greg Smith Amended and Restated Employment Agreement

Exhibit 10.2      Addendum to Debt Conversion and Funding Agreement effective
                  September 30, 2004 between ERF Wireless, Inc., Eagle R.F.
                  International and Investors.
Exhibit 10.3      Asset and Liability Contribution Agreement dated March 31,
                  2004 between Fleetclean Systems, Inc. and Fleetclean
                  Chemicals, Inc. (2)
Exhibit 10.4      Stock Purchase Agreement dated May 15, 2004 between Systom
                  Trust Joint Venture and Kenneth A. Phillips et. al. (3)
Exhibit 10.5      Subscription Agreement dated May 11, 2004 between Fleetclean
                  Systems, Inc. and Systom Trust Joint Venture (3)
Exhibit 10.6      Acquisition Agreement dated May 15, 2004 between Kenneth A.
                  Phillips and Fleetclean Systems, Inc. (3)
Exhibit 10.7      2004 Non-Qualified Stock Compensation Plan (4)

Exhibit 23.01     Independent Auditors' Consent

Exhibit 31        Certification of Chief Executive Officer and Chief Financial
                  Officer pursuant to Rules 13a-14(a) and 15d-14(a), as
                  adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002
Exhibit 32        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


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<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

         During the fiscal year ended December 31, 2004, the aggregate fees
billed by Lopez, Blevins, Bork & Associates, LLP were as follows:

                                                2004         2003
              Audit Fees                      $18,800         $0
              Audit Related Fees                 $0           $0
              Tax Fees                           $0           $0
              All Other Fees                     $0           $0

         AUDIT FEES. Consists of fees billed for professional services rendered
for the audit of our annual consolidated financial statements and review of the
quarterly condensed consolidated financial statements and services that are
normally provided by Lopez, Blevins, Bork & Associates, LLP, in connection with
statutory and regulatory filings or engagements.

         AUDIT-RELATED FEES. Consists of fees billed for assurance and related
services that are reasonably related to the performance of the audit or review
of our consolidated financial statements and are not reported under "Audit
Fees."

         TAX FEES. Consists of fees billed for professional services for tax
compliance, tax advice and tax planning.

         ALL OTHER FEES. Consists of fees for products and services other than
the services reported above.


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<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Restated Report to be
signed on its behalf by the undersigned, thereunto duly authorized.

ERF WIRELESS, INC.


         By: /s/ R. Greg Smith
             ------------------------------
             Name:  R. Greg Smith
             Title: Chief Executive Officer and Chief Financial Officer
             Date:  August 26, 2005



     Pursuant to the requirements of the Securities Exchange Act of 1934, this
restated Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

SIGNATURE                  TITLE                                 DATE
---------                  -----                                 ----


/s/ R. Greg Smith          Chief Executive Officer, Principal    August 26, 2005
                           Executive Officer, Chief Financial
                           Officer, Principal Financial Officer
                           and Director


/s/ Dr. H. Dean Cubley     Chairman of the Board of Directors    August 26, 2005


/s/ Dr. Bartus H. Batson   Director                              August 26, 2005



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