[MOBILEPRO
CORP. LETTERHEAD]
September
22, 2006
VIA
EDGAR AND FACSIMILE (202) 772-9205
Securities
and Exchange Commission
100
F
Street, N.E.
Washington,
D.C. 20549
Attention:
Mr. Larry Spirgel
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Re:
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Mobilepro
Corp. (333-128727)
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Registration
Statement on Form SB-2
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Dear
Mr.
Spirgel:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as amended (the
“Securities Act”), Mobilepro Corp. (the “Registrant”) hereby applies for an
order granting the immediate withdrawal of its Registration Statement on Form
SB-2, File No. 333-128727, together with all exhibits and amendments thereto
(the “Registration Statement”). The Registration Statement was originally filed
with the Securities and Exchange Commission (the “Commission”) on September 30,
2005. The Registrant requests the withdrawal based upon comments from the SEC
in
a comment letter dated September 14, 2006 recommending that the Registrant
register the current transactions with Cornell Capital Partners, LP under Form
S-3 assuming that the Registrant is eligible to use that form, which our
attorneys have advised us that we are. Accordingly, the Registrant intends
to
file on Form S-3 the sale of its shares of common stock by all the selling
shareholders, including Cornell Capital, now included in the Registration
Statement.
Please
be
advised that the Registrant has not printed or circulated preliminary
prospectuses, nor made any offers or sales under the Registration Statement
or
in connection with the offering contemplated by the Registration
Statement.
If
you
have any questions regarding the foregoing application for withdrawal, please
contact Ernest M. Stern at (202) 828-5360.
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Very truly yours, |
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MOBILEPRO
CORP.
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By: |
/s/ Jay
O.
Wright |
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Jay
O. Wright |
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Chief
Executive Officer |
| cc: |
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Kathleen
Krebs, Special Counsel
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