Toxic Filings

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MOBL - (8K and RW) S-3 Coming with Cornell Capital 9/21/06 and 9/22/06

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

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Dear Mr. Spirgel:

Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Mobilepro Corp. (the “Registrant”) hereby applies for an order granting the immediate withdrawal of its Registration Statement on Form SB-2, File No. 333-128727, together with all exhibits and amendments thereto (the “Registration Statement”). The Registration Statement was originally filed with the Securities and Exchange Commission (the “Commission”) on September 30, 2005. The Registrant requests the withdrawal based upon comments from the SEC in a comment letter dated September 14, 2006 recommending that the Registrant register the current transactions with Cornell Capital Partners, LP under Form S-3 assuming that the Registrant is eligible to use that form, which our attorneys have advised us that we are. Accordingly, the Registrant intends to file on Form S-3 the sale of its shares of common stock by all the selling shareholders, including Cornell Capital, now included in the Registration Statement.

Please be advised that the Registrant has not printed or circulated preliminary prospectuses, nor made any offers or sales under the Registration Statement or in connection with the offering contemplated by the Registration Statement.

If you have any questions regarding the foregoing application for withdrawal, please contact Ernest M. Stern at [phone].

Very truly yours,

MOBILEPRO CORP.


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