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
3, 2008
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 filing 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
January 3, 2008, the Registrant entered into an Amendment to the Promissory
Note
(the “Amended Note”) in the principal amount of $2.0 million issued under the
Purchase Agreement dated June 29, 2007 by and between the Registrant and United
Systems Access, Inc. (“USA”). Pursuant to the terms of the Amended Note USA paid
Registrant $500,000 on January 4, 2008 and is required to pay $500,000 on or
before January 11, 2008. The balance of the principal amount, together with
interest accruing at the rate of 7.75% per annum, is due on the earlier of
the
closing of the Purchase Agreement for the competitive local exchange carrier
(“CLEC”) business or March 31, 2008. The closing for the CLEC business is
scheduled to take place following receipt of the necessary regulatory approvals.
The payment received by the Registrant on January 4, 2008 was used to partially
repay principal amounts due and owing to YA Global Investments, L.P. (“YA
Global” f/k/a Cornell Capital Partners, L.P.) under certain convertible
debentures. Following the January 4, 2008 payment, the principal balance owed
by
the Registrant to YA Global under the convertible debentures is approximately
$13.6 million.
The
preceding description of the Amended Note is only a summary and is qualified
in
its entirety by reference to the Amended Note, a copy of which is attached
to
this filing as Exhibit 10.1 and incorporated by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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10.1
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Amendment
to the Promissory Note dated as of January 3, 2008 by and between
Mobilepro Corp. and United Systems Access,
Inc.
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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
MOBILEPRO
CORP.
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