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
9, 2009
MOBILEPRO
CORP.
(Exact
Name of Registrant as Specified in Charter)
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)
571-3476
(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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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On January 9, 2009 the Registrant
issued a notice of an event of default to United Systems Access, Inc. (“USA”)
resulting from an unpaid balance in the amount of $904,089.53 (the “Past
Due Amount”) due to the Registrant on or before December 29, 2008 and arising
out of the terms and conditions of the Promissory Note issued on July 17, 2007,
which was subsequently amended on January 3, 2008 and July 9, 2008 (the
“Promissory Note” and the “Amended Promissory Note”). The Promissory
Note was originally issued in the principal amount of two million dollars in
connection with the purchase agreement dated June 29, 2007 by and between the
Registrant and USA (the “Purchase Agreement”). The default rate of
interest under the terms of the Amended Promissory Note is eighteen
percent.
On January 7, 2009 the Registrant
received notice that it and its subsidiaries, American Fiber Network, Inc.
(“AFN”) and CloseCall America, Inc. (“CCA”), had been served with a summons and
complaint in the York County Superior Court in Maine by Nationwide Acquisition
Corp. (“Nationwide”) and L. William Fogg (“Fogg” and the
“Complaint”). Fogg is a former executive officer of USA and allegedly
the owner of Nationwide, the company which allegedly now owns the internet
service provider business (the “ISP Business”) acquired by USA from the
Registrant. Pursuant to an agreement between USA and Fogg, Fogg allegedly
acquired the ISP Business, assumed all of USA’s liabilities under the Amended
Promissory Note and agreed to indemnify and hold USA harmless against any loss,
damage or expense arising out of the Amended Promissory
Note. Nationwide and its related companies also agreed to indemnify
USA for various debts or liabilities outstanding as of June 4,
2008.
The
Complaint is an action for declaratory relief to resolve certain disputes among
the Registrant, CCA, AFN, USA, Nationwide and Fogg, including, among other
things, the payment of the Past Due Amount under the Amended Promissory Note.
Nationwide and Fogg allege that the Registrant made certain misrepresentations
in connection with the Purchase Agreement for which USA and/or Fogg are entitled
to set-off against the Past Due Amount. The Registrant believes that
the claims alleged in the Complaint are a tactic to further delay payment of the
Past Due Amount. The Registrant intends to vigorously defend itself
and its subsidiaries in this matter and is in the initial stages of evaluating
the appropriate counter and cross-claims that may be asserted against the
various entities and individuals involved in this matter as well as any
third-party complaints and/or joinder actions it may bring against other
parties.
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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Date: January
9, 2009