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:
September
21, 2006
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
September 20, 2006 the Registrant (“Mobilepro”) entered into Amendment No. 1 to
Convertible Debenture and Securities Purchase Agreement, a copy of which is
attached to this Current Report on Form 8-K as an exhibit and incorporated
herein, to delay until November 15, 2006 weekly payments of $250,000 of
principal and interest owed by Mobilepro to Cornell Capital Partners, LP
(“Cornell Capital”) under the terms of a 7.75% Secured Convertible Debenture
dated June 30, 2006 in the principal amount of $15,149,650 that were to commence
on September 1, 2006. Mobilepro and Cornell Capital also amended the Securities
Purchase Agreement dated August 28, 2006 to delay the second tranche of
financing by Cornell Capital in the amount of $2,350,000 under the Convertible
Debenture from December 1, 2006 to February 1, 2007. The terms of the
Convertible Debenture and the Securities Purchase Agreement and copies of these
agreements were included in the Current Report on Form 8-K filed by Mobilepro
on
September 6, 2006.
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
September 15, 2006 Geoff Amend, Senior Vice President and General Counsel of
Mobilepro, resigned to pursue other interests. Tammy Martin, now Chief
Administrative Officer of Mobilepro and formerly the General Counsel of Davel
Communications, Inc., our largest subsidiary in terms of revenues, will assume
his duties as General Counsel of Mobilepro. Ms. Martin has been an officer
in
Mobilepro since November 2004 when we acquired Davel Communications,
Inc.
Item
9.01
Financial Statements and Exhibits.
10.1
Amendment No. 1 to Convertible Debenture and Securities Purchase Agreement
dated
September 20, 2006 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.
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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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MOBILEPRO
CORP. |
Date:
September 21, 2006