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:
October
18, 2006
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
October 23, 2006 the Registrant (“Mobilepro”) entered into a second amendment to
the Securities Purchase Agreement dated August 28, 2006 with Cornell Capital
to
accelerate payment of 50% of the second of three tranches or $1,175,000 from
February 1, 2007 to no later than November 15, 2006. Under the Securities
Purchase Agreement Cornell Capital agreed to invest up to $7,000, 000 in
convertible debt financing in three tranches of $2,300,000 (which was paid
when
the Securities Purchase Agreement was executed), $2,350,000 originally to be
paid December 1, 2006 that was delayed until February 1, 2007 and $2,350,000
to
be paid upon an effective registration statement to register the shares under
the $7,000,000 convertible debenture.
The
description of the amendment to the Securities Purchase Agreement is qualified
in its entirety by Amendment No. 2 to Securities Purchase Agreement which is
attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated
herein by reference.
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
On
October 18, 2006 the Employment Agreement with Tom Mazerski, Chief Executive
Officer of CloseCall America, Inc., a wholly-owned subsidiary of Mobilepro
and a
CLEC offering a full array of telecommunications products and services, expired
and was not renewed by mutual agreement so that Mr. Mazerski could pursue other
interests. Greg Van Allen will assume the positions of Senior Vice President
and
General Manager of CloseCall America to replace Mr. Mazerski and will be
reporting to Doug Bethell, Executive Vice President of Mobilepro who reports
directly to Jerry Sullivan, President and COO of Mobilepro.
Mobilepro
Corp. issued a press release announcing the promotion of Greg Van Allen and
the
departure of Tom Mazerski, a copy of which is incorporated herein and attached
as Exhibit 99.1.
Item
9.01
Financial Statements and Exhibits.
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10.1 |
Amendment
No. 2 to Securities Purchase Agreement dated October 23, 2004 between
Mobilepro Corp. and Cornell Capital Partners,
LP.
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99.1 |
Press
Release dated October 24, 2006.
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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. |
Date:
October 24, 2006
Exhibit
10.1