SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report:

January 20, 2004

MOBILEPRO CORP.

(Exact Name of Registrant as Specified in Charter)

6701 Democracy Blvd., Suite 300
Bethesda, MD 20817

(Address of principal executive offices) (Zip Code)

(301) 315-9040

(Registrant’s telephone number)

Item 2. Acquisition or Disposition of Assets.

     On January 20, 2004, we completed our acquisition of DFW Internet Services, Inc. (d/b/a Nationwide Internet) (“DFW”), a national Internet services provider based in Hurst, Texas. We paid approximately $500,000 of consideration, consisting of 18,761,726 shares of our common stock for all of the outstanding shares of DFW. As a result of the acquisition, we acquired certain plant, equipment or other physical property that DFW used in its business and we intend to continue such use.

     A copy of the press release announcing the completion of the acquisition is attached as an exhibit under Item 7(c) of this report.

Item 7. Financial Statements and Exhibits.

     The Company intends to file by amendment the required financial statements reflecting the acquisition of all of the issued and outstanding capital stock of DFW no later than 60 days after the date that this report on Form 8-K must be filed.

(c)     Exhibits Furnished.

99.1   Agreement and Plan of Merger, dated as of January 19, 2004.
99.2   Press Release, dated January 20, 2004.

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.

Date: February 4, 2004