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:
May
11,
2007
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
On
May
11, 2007 the Registrant (“Mobilepro”) and Cornell Capital Partners, LP (“Cornell
Capital”) entered into an agreement to defer until July 1, 2007 the making of
$300,000 in weekly principal and interest payments due under the terms of
convertible debentures, as amended, that Mobilepro issued to Cornell Capital
in
connection with a financing of up to $7,000,000 under the Securities Purchase
Agreement dated August 28, 2006 between Mobilepro and Cornell Capital as
reported on Form 8-K filed September 6, 2006 (the “Seven
Million Dollar Debentures”).
The
foregoing is only a summary of the terms of the amendment to the convertible
debentures and is qualified in its entirety by reference to Amendment No. 4
to
Convertible Debentures, a copy of which is attached to this Current Report
on
Form 8-K as Exhibit 10.1 and incorporated herein by reference.
On
May
11, 2007 Mobilepro also issued a promissory note to Cornell Capital in the
principal amount of $1,100,000 (the “Promissory Note”). Cornell Capital deducted
an origination fee of $15,000 and interest due under the Seven Million Dollar
Debentures in the total amount of $36,449.87 for net proceeds of $1,048,550.13.
The foregoing is only a summary of the terms of the Promissory Note and is
qualified in its entirety by reference to the Promissory Note, a copy of which
is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated
herein by reference.
Item
8.01. Other Events.
Since
the
last Form 8-K filed April 23, 2007 by Mobilepro, it issued a total of
39,857,046 shares
of
its common stock to Cornell Capital to pay $799,343 of principal and interest
due under the terms of the Seven Million Dollar Debentures. In addition,
Mobilepro issued an additional 4,510,933 shares of common stock as payment
of
principal in the amount of $70,822 due under the terms of a convertible
debenture dated June 30, 2006, as amended, that it issued to Cornell Capital
in
connection with a financing of $15,149,650. Mobilepro paid principal and
interest in the amount of $36,449.87 due under the Seven Million Dollar
Debentures through a deduction of this sum from the Promissory
Note.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits
Furnished.
10.1 Amendment
No. 4 to Convertible Debentures dated May 11, 2007 between Mobilepro and Cornell
Capital
10.2 Promissory
Note dated May 11, 2007 issued by Mobilepro to Cornell Capital
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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Chief
Executive Officer |
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MOBILEPRO
CORP. |
Date:
May
15, 2007