Unassociated Document
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:
January
24, 2007
(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
8.01. Other Events.
On
January 24, 2007 the Registrant (“Mobilepro”) issued a total of
8,962,224 shares
of
its common stock to Cornell Capital Partners, LP to pay principal and interest
due under the terms of two convertible debentures, one dated June 30, 2006
in
the principal amount of $15,149,650, which convertible debenture was reported
in
our Current Report on Form 8-K filed July 7, 2006, for which the Registrant
issued 6,088,969 shares of its common stock, and one dated August 28, 2006
in
the principal amount of $2,300,000, which convertible debenture was reported
in
our Current Report on Form 8-K filed September 9, 2006, for which the Registrant
issued 2,873,255 shares of its common stock. Under the terms of these
convertible debentures, 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) $0.275 for the June 30, 2006
Debenture and $0.174 for the August 28, 2006 Debenture 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.
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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COMPANY
NAME CORPORATION |
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By: |
/s/ Jay
O.
Wright |
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Jay
O. Wright |
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Chief Executive Officer
MOBILEPRO CORP.
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Date:
January 25, 2007