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:

July 11, 2005

MOBILEPRO CORP.
(Exact Name of Registrant as Specified in Charter)


Delaware
000-51010
87-0419571
(State of Incorporation)
(Commission File Number )
(IRS Employer Identification No.)

6701 Democracy Blvd., Suite 300
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 8.01. Other Events.

On July 11, 2005, we entered into a letter of intent with ATX Communications, Inc. (“ATX”) under which we will acquire certain ISP assets of ATX clustered in several mid-western states.

The transaction contemplated is anticipated to close on or before August 15, 2005 and is subject to the execution of definitive agreements and customary closing conditions.

Subject to the closing of the transaction, the Asset Purchase Agreement will be filed in an amendment to this Form 8-K or in our next periodic report.


 
 
 


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.

     
   
 
 		  
 		  
 
Date: July 14, 2005 By:   /s/ Jay O. Wright
 
Jay O. Wright
 
President and Chief Executive Officer
MOBILEPRO CORP.