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 (Date of earliest event reported):
August
16, 2007
MOBILEPRO
CORP.
_________
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
000-51010
|
87-0419571
|
|
(State
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
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
8.01. Other Events.
On
July
8, 2007, pursuant to a Purchase Agreement (the “July 8 Agreement”), Mobilepro
sold Kite Broadband, LLC, Neoreach, Inc. and, indirectly, Kite Networks, Inc.
(the “Kite entities”) to Gobility, Inc. (“Gobility”). This transaction was
originally reported by Mobilepro in its Current Report on Form 8-K filed on
July
10, 2007.
Pursuant
to the convertible debenture issued to Mobilepro by Gobility in connection
with
the transaction, Gobility was required to raise at least $3 million of capital
no later than August 15, 2007 in order to fund its operations.
To
Mobilepro’s knowledge based on discussions with Gobility’s chief executive
officer, Gobility has not yet received funds sufficient to meet its obligation
under the debenture. As a result of this failure, Mobilepro therefore has
the option to re-acquire the Kite entities effective immediately.
Mobilepro
also believes that it has the option to sue Gobility for breach of contract
and/or sue Gobility and/or its officers and directors for intentional, knowing
misrepresentations in connection with the July 8 Agreement. Mobilepro also
believes that it has the ability to sue additional parties in connection with
the events surrounding the July 8 Agreement. The results of any such lawsuits
are inherently uncertain, and while Mobilepro believes that it has multiple
causes of action, there can be no assurances that Mobilepro would prevail in
any
lawsuit or that, if it prevails, the defendant(s) would be solvent and able
to
pay any judgment.
Mobilepro
has entered into discussions with a number of parties regarding the acquisition
of the Kite entities, some of which discussions are in an advanced stage.
However, there can be no assurances that such discussions will result in a
transaction or that such transaction will be favorable to Mobilepro or its
shareholders.
Mobilepro
has received notice from Kite’s lessors that Kite has failed to make payments
when due subsequent to the closing of the July 8 Agreement. If Gobility fails
to
obtain its funding and Mobilepro fails to sell the Kite entities to another
party, Mobilepro could be required to make payments to the Kite lessors. Such
obligations, reflected in Mobilepro’s 10-Q filing for the quarter ending June
30, 2007, are material.
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: August
22, 2007 |
|
By:
/s/ Jay O. Wright |
| |
Jay
O. Wright |
| |
Chief
Executive Officer |
| |
MOBILEPRO CORP. |