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
14, 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 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
1.02 Entry into a Material Definitive Agreement.
On
January 17, 2008 the Registrant (“Mobilepro”) entered into amendments to (i) a
convertible debenture issued to YA Global Investments, L.P. (f/k/a Cornell
Capital Partners, LP) (“YA Global”) in the original principal amount of
$15,149,650 dated June 30, 2006, as amended, which convertible debenture was
reported in our Current Report on Form 8-K filed July 7, 2006 (the “Fifteen
Million Debenture” and the “Fifteen Million Debenture Amendment”), and (ii)
three convertible debentures issued under the Securities Purchase Agreement
dated August 28, 2006 for loans totaling $7,000,000 in original principal amount
from YA Global, which convertible debentures were reported in our Current Report
on Form 8-K filed September 6, 2007 (the “Seven
Million Debenture”
and the
“Seven Million Debenture Amendment”).
Under
the Fifteen Million Debenture Amendment and the Seven Million Debenture
Amendment, weekly cash payments of principal and interest under the Fifteen
Million Debenture and Seven
Million Debenture,
respectively, are deferred until February 1, 2008.
The
foregoing is only a summary of the terms of the amendments to the convertible
debentures and is qualified in its entirety by reference to the Fifteen Million
Debenture Amendment and Seven Million Debenture Amendment, a copy of each which
is attached to this Current Report on Form 8-K as Exhibit 10.1 and Exhibit
10.
2, respectively, and incorporated herein by reference.
Item
8.01 Other Events.
On
January 14, 2008 Mobilepro received notice from United Systems Access, Inc.
(“USA Telephone”) which purports to terminate the Purchase Agreement dated June
29, 2007 by and between Mobilepro and USA Telephone (the “Purchase Agreement”)
with respect to the closing of the acquisition of Mobilepro’s CLEC assets but
provides that USA Telephone remains interested in discussing the terms upon
which it would purchase Mobilepro’s CLEC assets. Mobilepro is in communication
with USA Telephone regarding its purported termination. Mobilepro disputes
the
validity of the claims alleged for the purported termination, which include
alleged failure to obtain certain regulatory and contractual approvals and
alleged breach of certain representations and warranties set forth in the
Purchase Agreement. Mobilepro believes the purported termination is in bad
faith, and should it not be able to resolve this matter to its satisfaction,
intends to pursue any and all legal and equitable remedies available to it
against USA Telephone. Regardless of any on-going discussions with USA
Telephone, Mobilepro has re-assumed operating control of AFN and Closecall
America, its CLEC assets. Mobilepro is also in communication with its senior
secured creditor, YA Global, regarding the impact of USA Telephone's actions.
Mobilepro owes YA Global approximately $13.2 million which it had planned to
pay
from the proceeds of the sale of the CLEC assets to USA Telephone.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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10.1
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Amendment
No. 4 to Convertible Debenture, dated as of January 16, 2008,
by and
between Mobilepro and YA Global.
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10.2
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Amendment
No. 6 to Convertible Debentures, dated as of January 16, 2008,
by and
between Mobilepro and YA Global.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Mobilepro 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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Date:
January 18, 2008