UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report:
February
20, 2007
MOBILEPRO
CORP.
_______________
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-51010
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87-0419571
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(State
of Incorporation)
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(Commission
File Number )
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(IRS
Employer Identification No.)
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6701
Democracy Blvd., Suite 202
Bethesda,
MD 20817
(Address
of principal executive offices) (Zip Code)
(301)
315-9040
_________
(Registrant's
telephone number)
Check
the
appropriate box below if the Form 8-K is intended to simultaneously satisfy
the
filing obligation of the registrant under any of the following provisions
(see
General
Instruction A.2 below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01
Entry into a Material Definitive Agreement.
On
February 20, 2007 Registrant (“Mobilepro”) entered into amendments to (i) a
convertible debenture issued to Cornell Capital Partners, LP (“Cornell Capital”)
in the principal amount of $15,149,650 dated June 30, 2006, as amended, which
convertible debenture was reported in our Current Report on Form 8-K filed
July
7, 2006 (“the “Fifteen Million Debenture”), and (ii) three convertible
debentures issued under the Securities Purchase Agreement dated August 28,
2006
for loans totaling $7,000,000 from Cornell Capital, which convertible debentures
were reported in our Current Report on Form 8-K filed September 6, 2007 (the
“Seven
Million Debenture”).
Under
the amendments the weekly principal and interest payments of $250,000 under
the
Fifteen Million Debenture were deferred until July 8, 2007 and weekly payments
of $125,000 of principal and interest that had been deferred by Cornell Capital
under the Seven Million Debenture until July 8, 2007 were commenced again and
increased to $250,000.
Item
8.01. Other Events.
Since
the
last Form 8-K filed February 14, 2007 by Mobilepro, it issued on February 21,
2007 a total of 7,308,707 shares
of
its common stock to Cornell Capital Partners, LP to pay principal and interest
due under the terms of the Seven Million Debenture. Under the terms of the
Seven
Million Debenture, Mobilepro has the right to pay principal and interest due
in
shares of Mobilepro’s common stock,
which
shares shall be valued at the lower of (i) $0.174 or (ii) a 7% discount to
the
average of the two lowest daily volume weighted average prices of Mobilepro’s
common stock as quoted by Bloomberg, LP for the five trading days immediately
following the scheduled payment date.
Item
9.01
Financial Statements and Exhibits.
(d)
Exhibits
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10.1 |
Amendment
No. 2 to Convertible Debenture dated February 20, 2007 between Mobilepro
and Cornell Capital (Fifteen Million
Debenture)
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10.2
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Amendment
No. 2 to Convertible Debenture dated February 20, 2007 between Mobilepro
and Cornell Capital (Seven Million
Debenture)
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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By: |
/s/ Jay
O. Wright |
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Jay
O. Wright
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Chief
Executive Officer
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MOBILEPRO
CORP.
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Date:
February 26, 2007