Edgar Filing: SIRICOMM INC

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [X]

Filed by a party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12

SiriCOMM, Inc.
-----------------------------------------------
(Name of Registrant as Specified in its Charter)

-----------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1. Title of each class of securities to which transaction applies:
------------------------------------------------------------------------

2. Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------

3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
------------------------------------------------------------------------

4. Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------

[ ] Check box if any part of the fee is offset as provided by Exchange Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

1. Amount Previously Paid:
-----------------------------------------------------------------------

2. Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------

3. Filing Party:
-----------------------------------------------------------------------

4. Date Filed:
-----------------------------------------------------------------------

SIRICOMM, INC.
4710 East 32nd Street
Joplin, Missouri 64804

--------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING
--------------------------------------------------------------------------------

April 18, 2006

NOTICE IS HEREBY given that the Annual Meeting of the stockholders of
SiriCOMM, Inc. (the "Company") will be held at the Doubletree Hotel, 10100
College Boulevard, Overland Park, Kansas 66210 on Wednesday, May 10, 2006 at
9:30 A.M. for the following purposes:

1. To elect a Board of Directors.

2. To ratify the selection of the Company's independent certified
public accountants for the current fiscal year.

3. To transact such other business as may properly come before
the meeting.

Only stockholders of record as of the close of business on March 23,
2006 will be entitled to notice of and to vote at the annual meeting. A list of
the stockholders as of the record date will be available for inspection by
stockholders at the Company's corporate offices for a period of ten days prior
to the Annual Meeting.

Your attention is directed to the attached Proxy Statement and the
enclosed Annual Report of the Company for the fiscal year ending September 30,
2005.

Please sign, date and mail the enclosed proxy promptly in the enclosed
postage-paid envelope so that your shares will be represented at the meeting.

THE COMPANY URGES THAT AS MANY STOCKHOLDERS AS POSSIBLE BE REPRESENTED
AT THE MEETING. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, YOU ARE
URGED TO READ THE ATTACHED PROXY STATEMENT AND THEN FILL IN, DATE, SIGN AND
RETURN PROMPTLY THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. IF YOU ARE PRESENT
IN PERSON AT THE MEETING, YOU MAY VOTE IN PERSON REGARDLESS OF HAVING SENT IN
YOUR PROXY. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING AND
YOUR PROMPTNESS WILL ASSIST US IN PREPARATIONS FOR THE MEETING.

By Order of the Board of Directors

J. Richard Iler, Secretary

SIRICOMM, INC.
4710 East 32nd Street
Joplin, Missouri 64804

--------------------------------------------------------------------------------
PROXY STATEMENT
--------------------------------------------------------------------------------

April 18, 2006

This proxy statement sets forth certain information with respect to the
accompanying proxy to be used at the 2006 Annual Meeting of stockholders (the
"Meeting") of SiriCOMM, Inc. (the "Company") or at any adjournment thereof, for
the purposes set forth in the accompanying Notice of Annual Meeting. The proxy
statement and enclosed form of proxy are first being mailed to stockholders on
or before April 18, 2006. The Board of Directors of the Company solicits this
proxy and urges you to sign the proxy, fill in the date and return same
immediately.

Shares of the Company's common stock, $.001 par value (the "Common
Stock"), represented by valid proxies in the enclosed form, executed and
received in time for the meeting, will be voted as directed, or if no direction
is indicated, will be voted for the election as directors of the nominees
described herein. Proxies are being solicited by mail, and, in addition,
officers and regular employees of the Company may solicit proxies by telephone
or personal interview. As is customary, the expense of solicitation will be
borne by the Company. The Company will also reimburse brokers for the expenses
of forwarding proxy solicitation material to beneficial owners of shares held of
record by such brokers. Your prompt cooperation is necessary in order to insure
a quorum and to avoid expense and delay.

PROXIES ARE REVOCABLE AT ANY TIME PRIOR TO BEING VOTED EITHER BY
WRITTEN NOTICE DELIVERED TO THE SECRETARY OF THE COMPANY OR BY VOTING AT THE
MEETING IN PERSON.

The mailing address of the principal executive offices of the Company
is 4710 East 32nd Street, Joplin, Missouri 64804. The annual report of the
Company for the fiscal year ended September 30, 2005 ("Fiscal 2005") including
consolidated financial statements, supplementary financial information and
management's discussion and analysis of financial condition and results of
operations, accompanies this proxy statement.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

The Company's bylaws provide that the Board of Directors shall consist
of one or more members, the number thereof to be determined from time to time by
the Board of Directors. Directors need not be stockholders.

Proxies are solicited in favor of the six nominees named below, all of
whom are now serving as directors. In the event one or more of the nominees is
unable to serve as a director, it is intended that the proxies will be voted for
the election of such other person, if any, as shall be designated by the Board
of Directors. The Company is unaware of any information that would indicate that
any of the nominees will be unable to serve and is not presently considering any
additional persons to serve on the Board.

Name Age Position Director Since
---- --- -------- --------------

Henry P. (Hank) Hoffman 54 President, CEO and 2002
Chairman
David N. Mendez 45 Executive Vice President - 2002
Sales and Marketing;
Director
Kory S. Dillman 35 Executive Vice President - 2002
Internet Business
Development; Director
J. Richard Iler 53 Chief Financial Officer; Director 2003
Terry W. Thompson 55 Director 2003
William P. Moore 60 Director 2005

Directors are elected to serve until the next Annual Meeting of
shareholders and until their successors have been elected and qualified. The
Company's officers are appointed by the Board of Directors and hold office at
the will of the Board.

Henry P. (Hank) Hoffman

Mr. Hoffman was appointed President and CEO of the Company on November
21, 2002. On that same date Mr. Hoffman was elected to the Board of Directors of
the Company and to serve as its Chairman. Mr. Hoffman co-founded SiriCOMM in
January 2000 and has been its President, CEO and Chairman since SiriCOMM's
inception. Mr. Hoffman has over twenty years experience in the transportation
industry. From September 1, 1996 to January 21, 2000 Mr. Hoffman was President
and Chief Operating Officer of Hook Up, Inc. of Joplin, MO, a small niche motor
carrier. From 1990 to 1995 Mr. Hoffman was President and COO of Tri-State Motor
Transit, the nation's largest transporter of munitions for the U.S. Government.

Prior to his term at Tri-State, he served in several
Operations/Management positions with both Schneider National, Inc. and Viking
Freight System. As an industry leader he has been a Vice President of the
American Trucking Association, President and Chairman of the Board of the

Munitions Carriers Conference, member of the Board of Directors of the National
Automobile Transporters Association, and Forum Co-Chairman of the National
Defense Transportation Association. Prior to his trucking industry career, Mr.
Hoffman served as an officer in the United States Army Field Artillery for six
years where he completed two command assignments. Mr. Hoffman earned a Bachelor
of Science degree from the United States Military Academy, West Point, NY and a
Master of Business Administration from the University of Wisconsin, Oshkosh, WI.

David N. Mendez

Mr. Mendez was appointed Executive Vice President - Sales and Marketing
on November 21, 2002. On that same date Mr. Mendez was also elected a director
of the Company. Mr. Mendez co-founded SiriCOMM in April 2000 and has been its
Executive Vice President Sales and Marketing and a director since SiriCOMM's
inception. Mr. Mendez has over nine years experience in telecommunications sales
and marketing. Mr. Mendez's telecommunications expertise focuses on domestic and
international data communication networks including Frame Relay and ATM
infrastructures and Internet and intranet networks. From October 1998 to
February 2000 he was National Sales Manager for DRIVERNet where he managed such
national accounts as Ford, Kenworth, Peterbilt, Paccar Corporation, and Cue
Paging. From 1995 to 1998 Mr. Mendez worked as a Major Account Manager for
Sprint. Mr. Mendez graduated with a Bachelor of Science degree from Southwest
Missouri State University, Springfield, MO.

Kory S. Dillman

Mr. Dillman was appointed Executive Vice President - Internet Business
Development on November 21, 2002. On that same date Mr. Dillman was also elected
a director of the Company. Mr. Dillman co-founded SiriCOMM in April 2000 and has
been its Executive Vice President - Internet Business Development and a director
since SiriCOMM's inception. From 1996 to 1999 Mr. Dillman was Creative Director
for DRIVERNet. In that position he produced intranet and Internet applications
for DRIVERNet and its customers. He developed specific web-based products for
Volvo Trucks North America, Ambest, Petro Travel Centers, Pilot Travel Centers,
Caterpillar Engines, and TravelCenters of America. Prior to joining DRIVERNet,
Mr. Dillman was Art Director for Wendfall Productions. In this position he
managed development for interactive gaming and mixed-mode CD's for Sony Music
and Ardent Records. Mr. Dillman earned a Bachelor of Fine Arts degree from the
University of Tulsa, Tulsa, OK.

J. Richard Iler

Mr. Iler was appointed Chief Financial Officer and elected to the Board
of Directors in April 2003. From 2001 through 2003, Mr. Iler was managing
director of a private equity fund responsible for financing activities,
management consulting and investor relations of the funds portfolio companies
and served as a management consultant to SiriCOMM, Inc from June 2002 to the
time of his appointment in April 2003. From 1998 through 2001, Mr. Iler was
Chief Financial Officer of United American e-Health Technologies, a publicly
traded company, which he assisted in raising capital and preparation of

regulatory filings. Mr. Iler graduated from Grand Valley State University in
Allendale, Michigan with a B.S. and attended South Texas College of Law in
Houston, Texas.

Terry W. Thompson

Mr. Thompson was elected to the Board of Directors in August 2003. In
2002, Mr. Thompson retired as President of Jack Henry and Associates, a provider
of integrated computer systems and processor of ATM and debit card transactions
for banks and credit unions. Mr. Thompson joined Jack Henry in 1990 as Chief
Financial Officer and was appointed President in 2001 guiding the Company from
$15 million in revenues to more than $365 million and from 98 employees to 2300
employees. Mr. Thompson was named Chairman of the Company's Audit Committee and
serves as its financial expert and will serve on the Company's newly created
Compensation Committee.

William P. Moore

William P. Moore was elected to the Board of Directors in May 2005 and
has served as a member of the Audit Committee and will serve on the Company's
newly created Compensation Committee. Mr. Moore has pursued a career as an
entrepreneur since 1980, when he founded Continental Exploration, Inc., an oil
and gas exploration company operating in the Eastern Kansas. In 1990, he
acquired a significant ownership position in Crude Marketing, Inc., a newly
formed company which purchased crude oil at the wellhead in Eastern Kansas,
transported the oil by truck to pipeline terminals, and sold it to major oil
refining companies. In 1995, Mr. Moore co-founded Continental Coal, Inc. which
operates surface coal mines in Western Missouri and Eastern Kansas. In 2003, Mr.
Moore co-founded Watersports, LLC which owns and operates a cable wakeboard lake
and other recreational facilities in the Kansas City area. More recently, he
co-founded Sunflower Energy, LLC, an oil and gas exploration company operating
in Western Kansas.

Mr. Moore graduated from the United States Military Academy, West
Point, New York, in 1967 with a Bachelor of Science degree. Following four years
of military service, including nineteen months in the Republic of South Vietnam,
Mr. Moore enrolled at Harvard University where he received a Master of Business
Administration degree in 1973.

PROPOSAL NO. 2
TO RATIFY THE SELECTION OF
BKD LLP
AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors has recommended that BKD LLP be retained as the
Company's independent certified public accountants for the fiscal year ending
September 30, 2006. Although this recommendation is not required to be submitted
to a vote of stockholders, the Board of Directors believes it appropriate as a
matter of policy that this recommendation be submitted for ratification at the
Company's annual meeting. In the event the stockholders do not ratify the
retention of BKD LLP, the selection of other independent auditors will be
considered by the Board of Directors. See "Relationship with Independent
Certified Public Accountants".

Stockholder Vote Required

The affirmative vote of the holders of a majority of the shares present
in person and by proxy and voting at the Meeting is required for ratification of
the selection of independent certified public accountants.

The Board of Directors recommends a vote FOR ratification of the
selection of BKD LLP.

VOTING SECURITIES AND RECORD DATE

Holders of Common Stock of the Company of record at the close of
business on March 23, 2006 are entitled to notice and to vote at the Annual
Meeting. At the close of business on March 23, 2006 the Company had 24,961,513
shares of Common Stock outstanding, for which each holder is entitled to one
vote.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 23, 2006, the number and
percentage of shares of Common Stock of the Company, owned of record and
beneficially, by each person known by the Company to own 5% or more of such
stock, each director of the Company, and by all executive officers and directors
of the Company, as a group:

Amount and Nature of Beneficial Ownership

Amount of Percent of
Name and Address Beneficial Ownership (1) Beneficial Ownership (2)
---------------- ------------------------ ------------------------

Henry P. Hoffman 5,665,023 22.70%
4710 East 32nd Street
Joplin, MO 64804

David N. Mendez 1,063,331 4.26%
4710 East 32nd Street
Joplin, MO 64804

Kory S. Dillman 1,023,535 4.10%
4710 East 32nd Street
Joplin, MO 64804

J. Richard Iler (3) 155,200 0.06%
3720 Arbor Road
Joplin, MO 64804

Terry W. Thompson (4) 374,884 1.50%
406 N. Belaire
Monett, MO 65708

William P. Moore, III (5) 8,135,867 27.77%
10801 Mastin, Suite 920
Overland Park, KS

Quest Capital Alliance LLC (6) 1,334,582 5.31%
3140 E. Division
Springfield, MO 65802

Robert J. Smith (7) 1,853,931 7.36%
3865 E. Turtle Hatch
Springfield, MO 65809

Sat-Net Communications (8) 1,400,000 5.39%
5000 Legacy Drive, Suite 470
Plano, TX 75024

All Directors and Officers as a Group
(6 Persons)(3)(4)(5) 16,417,840 60.45%

--------------
(1) Except as otherwise indicated, includes total number of shares outstanding
and the number of shares which each person has the right to acquire within

60 days through the exercise of warrants or the conversion of Preferred
Stock pursuant to Item 403 of Regulation S-B and Rule 13d-3(d)(1),
promulgated under the Securities Exchange Act of 1934.
(2) Based upon 24,913,713 shares issued and outstanding.
(3) Includes 120,000 shares which may be obtained by Mr. Iler upon the exercise
of a like number of options exercisable at $1.00 per share, 20,000 shares
which may be obtained by Mr. Iler upon the exercise of a like number of
options exercisable at $1.49 per share, and 15,000 shares which may be
obtained by Mr. Iler upon the exercise of a like number of options
exercisable at $1.90 per share. Mr. Iler also owns 200 shares that are held
in street name.
(4) Includes 150,600 shares which may be obtained by Mr. Thompson upon the
exercise of a like number of warrants exercisable at $2.00 per share. Also
includes 4,000 shares which may be obtained by Mr. Thompson upon the
exercise of a like number of options exercisable at $1.90, does not include
6,000 options which are also exercisable at $1.90 but have not yet vested.
(5) Includes 850,000 shares of common stock and 850,000 shares which may be
obtained upon the exercise of a like number of warrants exercisable at $2.00
per share which are held in the William P. Moore III Revocable Trust dated
October 9, 2001. Mr. Moore is the trustee of this Trust. Also includes
2,898,206 shares of common stock and an aggregate 3,537,661 shares which may
be obtained upon the exercise of a like number of warrants exercisable
between $1.26 - $3.00 per share owned by Sunflower Capital, LLC, a limited
liability company in which Mr. Moore is the managing member. Does not
include 10,000 shares which may be obtained by Mr. Moore upon the exercise
of a like number of options. These options have not yet vested.
(6) Includes 100,000 shares which may be obtained by Quest Capital Alliance upon
the exercise of a like number of warrants exercisable at $2.00 per share.
Includes 80,582 shares which may be obtained upon the conversion of 161,165
shares of Series A Preferred Stock owned by Quest Capital Alliance.
(7) Includes 436,000 shares owned by Gunner Investments Corp., a company
controlled by Mr. Smith. Includes 154,600 shares which may be obtained upon
the exercise of a like number of warrants exercisable at $2.00 per share.
Includes 78,000 shares which may be obtained upon the exercise of a like
number of warrants exercisable at $.50 per share. Mr. Smith also owns
152,933 shares that are held in street name.
(8) Includes 1,000,000 shares which may be obtained by Sat-Net Communications
upon the exercise of a like number of warrants exercisable at $2.00 per
share.

As ownership of shares of the Company's common stock by each of the
Company's directors and executive officers is included within the foregoing
table, and as the Company currently employs no additional executive officers, no
separate table has been provided to identify Company stock ownership by
management personnel.

COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires directors and certain officers of the Company, as well as persons who
own more than 10% of a registered class of the Company's equity securities
("Reporting Persons"), to file reports with the Securities and Exchange
Commission. The Company believes that during fiscal 2005, all Reporting Persons
timely complied with all filing requirements applicable to them.

To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended September 30, 2005 all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent shareholders were complied with.

INFORMATION CONCERNING BOARD OF DIRECTORS
AND COMMITTEES

Board of Directors; Committees

The Board of Directors has the responsibility for establishing
corporate policies and for the overall performance of the Company. The Board of
Directors held ten meetings during fiscal 2005. During fiscal 2005 all other
actions requiring the approval of the Board of Directors was taken by unanimous
written consent.

The Board of Directors established an audit committee on June 14, 2004.

Audit Committee

On June 14, 2004, the Board of Directors established an audit committee
and elected Austin O'Toole and Terry W. Thompson as its initial members of the
Audit Committee. On March 2, 2005 Mr. O'Toole resigned from the Board of
Directors and resultantly also resigned from the Audit Committee. The Company
appointed Mr. William P. Moore to the Audit Committee on May 10, 2005. The
members of the Audit Committee met five times during the fiscal year ended
September 30, 2005. The functions of the Audit Committee include the following:

o Appointing or replacing the independent public accountants of
the Company;

o Reviewing the scope of the prospective annual audit and
reviewing the results thereof with the independent public
accountants;

o Determining the independence of the independent public
accountants;

o Making inquires with respect to the appropriateness of
accounting principles followed by the Company; and

o Receiving and reviewing reports from Company management
relating to the Company's financial reporting process, the
adequacy of the Company's system of internal controls, and
legal and regulatory matters that may have a material impact
on the Company's financial statements and compliance policies.

Compensation Committee

The Company plans to create a compensation committee upon the
appointment of an additional outside director. The Board of Directors as a whole
performs the functions customarily attributable to a compensation committee.

Nominating Committee

The Company does not have a nominating committee. The Board of
Directors as a whole performs the functions customarily attributable to a
nominating committee. Compensation of Directors

On December 20, 2005, the Board authorized the following compensation package
for its independent board members:

o Annual Cash Retainer - $5,000 per fiscal year

o Meeting Fee - $1,000 plus reasonable travel-related expenses
for on-site board meetings and/or on-site committee meetings,
and $500 for meetings conducted or attended by telephone.

Stock Options. New independent board members receive an initial grant of
twenty-five thousand (25,000) options to purchase Common Stock. The options vest
over thirty months in the following manner: (i) 10,000 options in six (6) months
from date of election; (ii) 7,500 options on the eighteen-month anniversary of
the date of election; and (iii)7,500 options on the thirty-month anniversary of
the date of election. Each of these options will be priced at 110% of the market
price of the Company's common stock at the date of issuance. In addition, on
their anniversary of appointment, all board members will receive an annual grant
of 10,000 three (3) year options to purchase Common Stock. These options will be
priced at market on the date of issuance.

EXECUTIVE COMPENSATION

Summary Compensation Table

The table below shows certain compensation information for services rendered in
all capacities for the fiscal years ended September 30, 2003, 2004 and 2005.
Other than as set forth herein, no executive officer's salary and bonus exceeded
$100,000 in any of the applicable years. The following information includes the
dollar value of base salaries, bonus awards, the number of stock options granted
and certain other compensation, if any, whether paid or deferred.

Summary Compensation Table

SUMMARY COMPENSATION TABLE

Long Term
Annual Compensation Compensation
----------------------------------- --------------------
Fiscal Year
Ended
Name and Principal Position September 30 Salary ($) Bonus ($) Options/SARS (#)
--------------------------- ------------ ---------- --------- ----------------

Henry P. Hoffman 2005 $ 218,750(a) - -
President, CEO and Chairman 2004 175,000(b) - -
2003 150,000 - -

David N. Mendez 2005 $ 161,458(a) - -
EVP-Sales and Marketing; 2004 125,000(c) - -
Director 2003 125,000 - -

Kory S. Dillman 2005 $ 161,458(a) - -
EVP-Internet Business 2004 125,000(c) - -
Development; Director 2003 125,000 - -

J. Richard Iler 2005 $ 130,000 - -
Chief Financial Officer; 2004 75,831 - -
Director 2003 - - -

-------------
(a) includes $93,750 in accrued and unpaid compensation.
(b) includes $78,125 each in accrued and unpaid salary.
(c) reflects payments of accrued and unpaid salary of $43,750 to Mr. Hoffman and
$36,458 each to Messrs. Dillman and Mendez.

Employment Contracts

We have employment agreements with three of our executive officers, Henry P.
Hoffman, David N. Mendez and Kory S. Dillman.

Mr. Hoffman's employment agreement, dated February 19, 2002 had an initial term
of three (3) years and a base annual salary of $150,000 and was increased to
$175,000 in 2004. Thereafter, the agreement automatically renews for additional
one-year periods. Bonuses, if any, are to be paid at the sole discretion of our
Board of Directors.

Mr. Mendez' employment agreement, dated February 19, 2002 had an initial term of
three (3) years and a base annual salary of $125,000. Thereafter, the agreement
automatically renews for additional one-year periods. Bonuses, if any, are to be
paid at the sole discretion of our Board of Directors.

Mr. Dillman's employment agreement, dated February 19, 2002 had an initial term
of three (3) years and a base annual salary of $115,000, which has been
increased to $125,000. Thereafter, the agreement automatically renews for
additional one-year periods. Bonuses, if any, are to be paid at the sole
discretion of our Board of Directors.

Stock Options

OPTIONS/SAR GRANTS TABLE

Option/SAR Grants in the Last Fiscal Year
Individual Grants

% of Total
Options/SARs
Granted to Exercise or
Fiscal Options/SARs Employees in Fiscal Base Price Expiration
Name and Principal Position Year Granted (#) Year ($/Sh) Date
--------------------------- ------ ------------ ------------------- ----------- -----------

Henry P. Hoffman 2005 -0- 0.0% -0- --
President, CEO and Chairman of the Board 2004

David N. Mendez 2005 -0- 0.0% -0- --
EVP- Sales and Marketing and Director 2004

Kory S. Dillman 2005 -0- 0.0% -0- --
EVP - Internet Business Development and 2004
Director

J. Richard Iler 2005 15,000 17% $1.90 4/13/15
Chief Financial Officer and Director 2004 145,000 0.0% $1.00 11/17/13

OPTIONS/SAR EXERCISES AND YEAR-END VALUE TABLE

Aggregated Options/SAR Exercises in Last Fiscal Year and FY-End Options/SAR
Value

Value of
Unexercised
In-the-money
Shares Number of Unexercised Options/SARs at
Acquired on Value Options/SARs at FY-End FY-End ($)
Fiscal Exercise Realized (#) Exercisable / Exercisable /
Name and Principal Position Year (#) ($) Unexercisable Unexercisable
--------------------------- ------ ----------- -------- ---------------------- ---------------

Henry P. Hoffman 2005
President, CEO and Chairman of the 2004 -0- -0- (E)-0- / (U)-0- (E)$0 /(U)$0
Board

David N. Mendez 2005
EVP- Sales and Marketing and Director 2004 -0- -0- (E)-0- / (U)-0- (E)$0 /(U)$0

Kory S. Dillman 2005
EVP - Internet Business Development 2004 -0- -0- (E)-0- / (U)-0- (E)$0 /(U)$0
and Director

J. Richard Iler 2005 800 $ 1,560 155,000
Chief Financial Officer and Director 2004 4,200 $13,045 (E)140,800/(U)-0- (E)$0 /(U)$0

2002 Incentive Stock Option Plan

The Company in 2002, adopted a 2002 Equity Incentive Plan (the "Plan").
The Plan designates a Stock Option Committee appointed by the Board of Directors
and authorizes the Stock Option committee to grant or aware to eligible
participants of the Company and its subsidiaries and affiliates, until May 15,
2012, stock options, stock appreciation rights, restricted stock performance
stock awards and Bonus Stock awards for up to 3,000,000 shares of the New Common
Stock of the Company. The initial members of the Stock Option Committee have not
yet been appointed. During fiscal 2004, the Company issued 304,500 options and
or bonus shares under the plan.

The following is a general description of certain features of the Plan:

1. Eligibility. Officers, directors and other key employees and
consultants of the Company, its subsidiaries and its affiliates who are
responsible for the management, growth and profitability of the business of the
Company, its subsidiaries and its affiliates are eligible to be granted stock
options, stock appreciation rights, and restricted or deferred stock awards
under the Plan. Directors are eligible to receive Stock Options.

2. Administration. The Incentive Plan is administered by the Stock
Option Committee of the Company. The Board, in the absence of the establishment
of this Committee, acts in the capacity of this Committee. The Stock Option
Committee has full power to select, from among the persons eligible for awards,
the individuals to whom awards will be granted, to make any combination of
awards to any participants and to determine the specific terms of each grant,
subject to the provisions of the Incentive Plan.

3. Stock Options. The Plan permits the granting of non-transferable
stock options that are intended to qualify as incentive stock options ("ISO's")
under section 422 of the Internal Revenue Code of 1986 and stock options that do
not so qualify ("Non-Qualified Stock Options"). The option exercise price for
each share covered by an option shall be determined by the Stock Option
Committee but shall not be less than 100% of the fair market value of a share on
the date of grant. The term of each option will be fixed by the Stock Option
Committee, but may not exceed 10 years from the date of the grant in the case of
an ISO or 10 years and two days from the date of the grant in the case of a
Non-Qualified Stock Option. In the case of 10% stockholders, no ISO shall be
exercisable after the expiration of five (5) years from the date the ISO is
granted.

4. Stock Appreciation Rights. Non-transferable stock appreciation
rights ("SAR's") may be granted in conjunction with options, entitling the
holder upon exercise to receive an amount in any combination of cash or
unrestricted common stock of the Company (as determined by the Stock Option
Committee), not greater in value than the increase since the date of grant in
the value of the shares covered by such right. Each SAR will terminate upon the
termination of the related option.

5. Restricted Stock. Restricted shares of the common stock may be
awarded by the Stock Option Committee subject to such conditions and
restrictions as they may determine. The Stock Option Committee shall also
determine whether a recipient of restricted shares will pay a purchase price per
share or will receive such restricted shares without, any payment in cash or
property. No Restricted Stock Award may provide for restrictions beyond ten (10)
years from the date of grant.

6. Performance Stock. Performance shares of Common Stock may be awarded
without any payment for such shares by the Stock Option Committee if specified
performance goals established by the Committee are satisfied. The designation of
an employee eligible for a specific Performance Stock Award shall be made by the
Committee in writing prior to the beginning of the period for which the
performance is based. The Committee shall establish the maximum number of shares
to stock to be issued to a designated Employee if the performance goal or goals
are met. The committee reserves the right to make downward adjustments in the
maximum amount of an Award if, in it discretion unforeseen events make such
adjustment appropriate. The Committee must certify in writing that a performance
goal has been attained prior to issuance of any certificate for a Performance
Stock Award to any Employee.

7. Bonus Stock. The committee may award shares of Common Stock to
Eligible Persons, without any payment for such shares and without any specified
performance goals. The Employees eligible for bonus Stock Awards are senior
officers and consultants of the Company and such other employees designated by
the Committee.

8. Transfer Restrictions. Grants under the Plan are not transferable
except, in the event of death, by will or by the laws of descent and
distribution.

9. Termination of Benefits. In certain circumstances such as death,
disability, and termination without cause, beneficiaries in the Plan may
exercise Options, SAR's and receive the benefits of restricted stock grants
following their termination or their employment or tenure as a Director as the
case may be.

10. Change of Control. The Plan provides that (a) in the event of a
"Change of Control" (as defined in the Plan), unless otherwise determined by the
Stock Option Committee prior to such Change of Control, or (b) to the extent
expressly provided by the Stock Option Committee at or after the time of grant,
in the event of a "Potential Change of Control" (as defined in the Plan), (i)
all stock options and related SAR's (to the extent outstanding for at least six
months) will become immediately exercisable: (ii) the restrictions and deferral
limitations applicable to outstanding restricted stock awards and deferred stock
awards will lapse and the shares in question will be fully vested: and (iii) the
value of such options and awards, to the extent determined by the Stock Option
Committee, will be cashed out on the basis of the highest price paid (or
offered) during the preceding 60-day period, as determined by the Stock Option
Committee. The Change of Control and Potential Change of Control provisions may
serve as a disincentive or impediment to a prospective acquirer of the Company
and, therefore, may adversely affect the market price of the common stock of the
Company.

11. Amendment of the Plan. The Plan may be amended from time to time by
majority vote of the Board of Directors provided as such amendment may affect
outstanding options without the consent of an option holder nor may the plan be
amended to increase the number of shares of common stock subject to the Plan
without stockholder approval.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

From December 2002 through September 2003, the Company borrowed an
aggregate of $375,000 from unaffiliated third parties and $30,000 from the
Company's CEO. The loan to its CEO was repaid in 2004. In connection with these
loans, the Company issued the lenders an aggregate 137,782 shares of its common
stock. In connection with these loans, the Company's CEO issued an aggregate of
375,000 options to purchase shares of his own stock at $1.00 per share. On
August 8, 2003, Mr. Terry Thompson, who had lent the Company an aggregate of
$50,000 and received 19,684 of these shares and 50,000 of the aforementioned
options, was elected a director of the Company. The shares were issued under the
exemption from registration provided in Section 4(2) of the Securities Act of
1933. The lenders represented their intention to acquire the securities for
investment only and not with a view to or for sale in connection with any
distribution of the securities and appropriate legends were affixed to the
certificates. The Company utilized the proceeds of these loans for general
working capital purposes.

On February 26, 2004 the Company borrowed $1 million from Southwest
Missouri Bank. The loan is federally guaranteed by the United States Department
of Agriculture as part of the Rural Development Program. This loan is also
guaranteed by Mr. Henry P. Hoffman, the Company's Chairman and CEO, as well as
by his wife. The Company has not compensated Mr. Hoffman for providing this
guaranty. This loan was subsequently retired as of February 13, 2006.

On April 11, 2005, SiriCOMM, Inc. consummated the private sale of its
securities to Sunflower Capital, LLC. The securities sold consisted of units
comprised of shares of the Company's common stock and warrants to purchase
shares of the Company's common stock. At the closing, the Company sold an
aggregate of 1,066,667 units at an aggregate purchase price of $1,600,000 or
$1.50 per unit. At the closing, the Company delivered an aggregate of 1,066,667
shares and delivered warrants to purchase an additional 1,066,667 shares of the
Company's common stock.

The warrants entitle the holder to purchase shares of the Company's
common stock reserved for issuance thereunder for a period of five years from
the date of issuance at an exercise price of $2.50 per share. The warrants
contain certain anti-dilution rights and are redeemable by the Company, in whole
or in part, on terms specified in the warrants.

In a separate transaction also consummated on April 11, 2005, the
Company sold 413,605 warrants to Sunflower Capital, LLC at a purchase price of
$53,333 or approximately $.13 per warrant. These warrants entitle the holder to
purchase shares of the Company's common stock reserved for issuance thereunder
for a period of five (5) years from the date of issuance at an exercise price of
$3.00 per share. These warrants contain certain anti-dilution rights and are
redeemable by the Company, in whole or in part, on terms specified in these
warrants.

William P. Moore, a director of the Company, is the managing member of
Sunflower Capital, LLC.

The securities discussed above were offered and sold in reliance upon
exemptions from the registration requirements of Section 5 of the Securities Act
of 1933, as amended (the "Act"), pursuant to Section 4(2) of the Act and Rule
506 promulgated thereunder. Such securities were sold exclusively to accredited
investors as defined by Rule 501(a) under the Act.

On July 7, 2005, the Company consummated the private sale of its
securities to ten (10) investors, including Sunflower Capital, LLC a limited
liability company managed by William P. Moore, a director of the Company. The
securities sold consisted of units comprised of shares of the Company's common
stock and warrants to purchase shares of the Company's common stock. At the
closing, the Company sold an aggregate of 267,833 units at an aggregate purchase
price of approximately $401,750 or $1.50 per unit. At the closing, the Company
delivered an aggregate of 267,833 shares and delivered warrants to purchase an
additional 267,833 shares of the Company's common stock.

In a separate transaction also consummated on April 11, 2005, the
Company sold 25,850 warrants to Sunflower Capital, LLC at a purchase price of
$3,333.50 or approximately $.13 per warrant. These warrants entitle the holder
to purchase shares of the Company's common stock reserved for issuance
thereunder for a period of five (5) years from the date of issuance at an
exercise price of $3.00 per share. These warrants contain certain anti-dilution
rights and are redeemable by the Company, in whole or in part, on terms
specified in these warrants.

On December 27, 2005, the Company entered into a Loan Agreement with
Sunflower Capital, LLC. The loan was in the principal amount of $500,000 and was
evidenced by a Convertible Promissory Note due July 1, 2006. The principal plus
accrued interest of $4,602 was converted into 438,785 units of the January 2006
private placement. As consideration for Sunflower making the loan, the Company
issued to Sunflower a warrant to purchase 200,000 shares of the Company's common
stock at $1.26 per share. The warrant expires December 15, 2010.

As of January 31, 2006, we consummated a private placement of units
pursuant to a Confidential Private Placement Memorandum, dated December 6, 2005
and supplemented on January 23, 2006. Each unit consisted of one share of common
stock and one redeemable common stock purchase warrant. As part of the private
placement, we sold an aggregate of 4,692,263 units (4,692,263 shares and
4,692,263 warrants) for an aggregate purchase price of $5,396,610.45 or $1.15
per unit. The warrants entitle the holders to purchase shares of the common
stock for a period of five years from the date of issuance at an exercise price
of $1.50 per share. The warrants contain certain anti-dilution rights and are
redeemable by us, on terms specified in the warrants.

Sunflower Capital, LLC, a limited liability company managed by William
P. Moore, a director of the Company, purchased an aggregate of 1,764,872 units
in the offering, which consisted of a new investment of $1,525,000 to purchase
1,326,087 units and the conversion of a $500,000 promissory note plus accrued
interest in the amount of $4,602 to purchase 438,785 units.

RELATIONSHIP WITH INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Audit Committee of the Board of Directors of SiriCOMM, Inc. has
recommended that BKD LLP be retained to serve as the Company's independent
public accountants for the fiscal year ended September 30, 2006 ("Fiscal 2006").
The Company's Board of Directors has also recommended their appointment for the
fiscal year ending September 30, 2006.

The Audit Committee also approved a resolution restricting the
utilization of BKD LLP for certain non-audit matters other than tax and merger
and acquisition related services. The Board of Directors also adopted a policy
prohibiting the Company from hiring BKD LLP personnel at the management or
partner level who have been directly involved in performing auditing procedures
or providing accounting advice to the Company.

A representative of the firm of BKD LLP is expected to be present at
the meeting and will be available to respond to appropriate questions. They will
be given an opportunity to make a statement if they desire to do so.

ANNUAL REPORT

The Company's annual report for the year ended September 30, 2005 is
enclosed herewith.

A COPY OF THE COMPANY'S FORM 10-KSB ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, MAY BE
OBTAINED WITHOUT CHARGE BY WRITING TO:

SiriCOMM, Inc.
4710 East 32nd Street
Joplin, MO 64804

STOCKHOLDER PROPOSALS

Stockholders that intend to present proposals at the next annual
meeting to be held in 2007 must submit their proposals to the Secretary of the
Company by March 1, 2007 in order to have them included in the proxy for that
meeting.

OTHER BUSINESS

So far as is known to management at the date of this proxy statement,
there is no matter other that those described above to be acted on at the
meeting. However, it is intended that if other matters come up for action at the
meeting or any adjournments thereof, the persons named in the enclosed form of
proxy shall, in accordance with the terms of the proxy, have authority in their
discretion to vote shares represented by proxies received by them, in regard to
such other matters, as seems to said persons in the best interests of the
Company and its stockholders.

SIRICOMM, INC.
J. Richard Iler
Secretary

[FRONT]

PROXY

SIRICOMM, INC.
2900 Davis Boulevard, Suite 130
Joplin, Missouri 64804

This Proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints Henry P. Hoffman and J. Richard Iler as
proxies, each with the power to appoint his substitute, and hereby authorizes
them to vote, as designated on the reverse side, all of the shares of common
stock of SiriCOMM, Inc. held of record by the undersigned on March 23, 2006, at
the annual meeting of stockholders to be held on May 10, 2006 or any adjournment
thereof.

[BACK]

This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is given, this proxy will be voted
FOR Proposals 1 and 2.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

1. ELECTION OF DIRECTORS

Nominees: Henry P. (Hank) Hoffman, David N. Mendez, Kory S. Dillman,
J. Richard Iler, Terry W. Thompson and William P. Moore

FOR WITHHELD
all nominees from all nominees

FOR, except vote withheld from the following nominee(s):

2. To ratify the selection of BKD LLP to serve as the Company's independent
certified public accountants.

For [ ] Against [ ] Abstain [ ]

3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

Please sign exactly as name appears hereon. When shares are by joint tenants,
both should sign. When signing as attorney, executor, trustee, administrator or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.

_________________________________ __________________________
Signature Date