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:
March
30,
2007
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 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))
On
March
30, 2007 the Registrant (“Mobilepro”) and Cornell Capital Partners, LP (“Cornell
Capital”) entered into a Consent and Waiver Agreement under which Cornell
Capital agreed to release from its Amended and Restated Security Agreement
dated
May 13, 2005 certain network network equipment (160 Strix model 2420 access
point radios with antennas with a total cost of $418,880) used to provide
wireless broadband service to certain municipalities pursuant to Master Lease
Agreement 2249 dated June 28, 2006 between Mobilepro and JTA Leasing Co., LLC
to
allow Mobilepro to enter into a sale and leaseback agreement with JTA Leasing
Co., LLC.
In
return
for Cornell Capital agreeing to release its security interest for the sale
and
leaseback transaction Mobilepro agreed to amend its Convertible
Debentures
issued under the Securities Purchase Agreement dated August 28, 2006 between
Cornell Capital and Mobilepro to increase the weekly principal and interest
payments of $250,000 to $300,000 for a period of eight weeks commencing April
5,
2007.
The
foregoing is a summary of the material terms of the above agreements and is
qualified in its entirety by reference to these agreements, copies of which
are
attached as exhibits to this Current Report on Form 8-K and incorporated herein
by reference.
Item
8.01. Other Events.
Since
the
last Form 8-K filed March 26, 2007 by Mobilepro, it issued a total of
16,587,815 shares
of
its common stock to Cornell Capital to pay $500,000 of principal and interest
due under the terms of the four 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, 2006 (the “Seven
Million Dollar Debentures”).
Under
the terms of the Seven Million Dollar 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) $0.174 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 Statement and Exhibits
(d)
Exhibits
10.1
Consent and Waiver Agreement dated March 30, 2007 between Mobilepro Corp. and
Cornell Capital Partners, LP
10.2
Amendment No. 3 to Convertible Debentures dated April 2, 2007 between Mobilepro
Corp. and Cornell Capital Partners, LP
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.
| |
By:
/s/ Jay O. Wright
------------------------------------
Jay
O. Wright
Chief
Executive Officer
MOBILEPRO
CORP.
|
Date:
April 5, 2007