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<P align="center"><FONT size="2">As filed with the Securities and Exchange Commission on March&nbsp;11, 2002<BR>
Registration No.&nbsp;333-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</FONT>
<P align="center"><FONT size="2">SECURITIES AND EXCHANGE COMMISSION<BR>
WASHINGTON, D.C. 20549
</FONT>
<P align="center"><FONT size="2"><B>FORM S-8</B><BR>
REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933
</FONT>
<P align="center"><FONT size="2"><B>MOBILEPRO CORP.</B><BR>
(Exact name of Registrant as specified in its charter)
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        <TD align="center" valign="top"><FONT size="2"><B>Delaware</B></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">
<B>87-0419571</B></FONT></TD>
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        <TD align="center" valign="top"><FONT size="2">(State or other jurisdiction of</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">
(I.R.S. Employer Identification No.)</FONT></TD>
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<TR valign="bottom">
        <TD align="center" valign="top"><FONT size="2">Incorporation or organization)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">&nbsp;</FONT></TD>
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&nbsp;
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        <TD align="center" valign="top"><FONT size="2"><B>3204 Tower Oaks Blvd., Suite&nbsp;350</B></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">&nbsp;</FONT></TD>
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        <TD align="center" valign="top"><FONT size="2"><B>Rockville, MD</B></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">
<B>20852</B></FONT></TD>
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<TR valign="bottom">
        <TD align="center" valign="top"><FONT size="2">(Address of principal executive offices)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">
(Zip Code)</FONT></TD>
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<P align="center"><FONT size="2"><B>2001 Equity Performance Plan</B><BR>
(Full title of plan)
</FONT>

<p align="center"><font size="2">(Name, address and telephone<br>
number of agent for service)<br>
<b>Daniel Lozinsky<br>
President &#038; CEO<br>
Mobilepro Corp.<br>
3204 Tower Oaks Blvd., Suite&nbsp;350<br>
Rockville, MD 20852<br>
(301)&nbsp;230-9125</b></font>


<P align="center"><FONT size="2"><B>CALCULATION OF REGISTRATION FEE</B>
</FONT>

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        <TD width="8%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="8%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="2%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="2%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
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<TR valign="bottom">
        <TD colspan=13><hr noshade size=2></TD>
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<TR valign="bottom">
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Proposed</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Amount</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Maximum</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Amount of</B></FONT></TD>
</TR>
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        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>To be</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Offering Price per</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Registration</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><FONT size="1"><B>Title of Securities to be Registered</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Registered</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Share (1)</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Fee (2)</B></FONT></TD>
</TR>
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        <TD colspan=13><hr noshade size=2></TD>
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<TR valign="bottom" bgcolor="#eeeeee">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock issuable upon exercise
of Awards that may be granted under
the 2001 Equity Performance Plan</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">1,000,000</FONT></TD>
        <TD nowrap><FONT size="2">(1)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">1.05</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">96.60</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
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        <TD colspan=13><hr noshade size=2></TD>
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<P><FONT size="2">(1)&nbsp; Based on the average of the high and low prices quoted on the OTC
Bulletin Board on March&nbsp;8, 2002.
</FONT>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<P><FONT size="2">(2)&nbsp; Fees are calculated in accordance with Rules&nbsp;457(c) and 457 (h)&nbsp;promulgated
under the Securities Act of 1933, as amended.
</FONT>
<P align="center"><FONT size="2">- 2 -</FONT>
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<P align="center"><FONT size="2"><B>PART I</B>
</FONT>

<P align="center"><FONT size="2"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not required to be included in this Form&nbsp;S-8 Registration Statement
pursuant to Introductory Note to Part I of Form&nbsp;S-8.
</FONT>
<P><FONT size="2">Re-Offer Prospectus
</FONT>
<P align="center"><FONT size="2">1,000,000 Shares
</FONT>
<P align="center"><FONT size="2">Mobilepro Corp.<BR>
Common Stock
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders identified in this re-offer prospectus may
periodically offer and sell shares of our Common Stock that they acquired or
will acquire under our 2001 Equity Performance Plan.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company will not receive any of the proceeds from the sale of these
shares. We do not know when the sales of the shares by the selling
stockholders will occur. The sales may occur in ordinary brokerage
transactions, in negotiated transactions or otherwise at prices prevailing at
the time of sale, or at privately negotiated prices. We have paid the expenses
incurred in registering the shares covered by this re-offer prospectus other
than the agent&#146;s commission and transfer taxes, if any. See &#147;Use of Proceeds,&#148;
&#147;Selling Stockholders&#148; and &#147;Plan of Distribution&#148; below.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This re-offer prospectus has been prepared to register shares of our
Common Stock issued pursuant to our 2001 Equity Performance Plan and allow for
future sales of these shares by the selling stockholders to the public without
restriction. Any commissions received by a broker or dealer in connection with
resales of the shares may be deemed to be underwriting commissions or discounts
under the Securities Act of 1933, as amended. The offering of the shares
issuable under our 2001 Equity Performance Plan has been previously registered
under a Form&nbsp;S-8 (333-74492) which was filed with the Securities and Exchange
Commission on December&nbsp;4, 2001.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Common Stock is listed on the OTC Bulletin Board under the trading
symbol &#147;MOBL.&#148;
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;See &#147;Risk Factors&#148; for certain factors relevant to an investment in the
Common Stock.
</FONT>
<P><FONT size="2">THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS RE-OFFER PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The date of this Re-Offer Prospectus is March&nbsp;12, 2002.
</FONT>
<P align="center"><FONT size="2">- 3 -</FONT>
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<P align="center"><FONT size="2"><B>THE COMPANY</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company is a development stage company and currently trades on the
Over-the-Counter Bulletin Board under the stock symbol &#147;MOBL&#148;. The following is
a brief business history of the Company and its merger partner, CraftClick.com,
Inc.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company with which we merged in June of 2001 was first organized in
June 1988 as Bud Corp. The Company changed its name to Tecon, Inc. in July
1992, then to Buyit.com, Inc. in May 1999 and finally to CraftClick.com, Inc.
on January&nbsp;4, 2000. CraftClick&#146;s business strategy and focus was to become the
premier destination for buyers and sellers of arts and crafts products and
supplies through the use of Internet websites. Due to the lack of adequate
funding and the lack of generating enough Internet traffic to achieve
profitability CraftClick began to cease business operations in October 2000.
CraftClick subsequently disposed of substantially all of its assets in February
2001 when secured creditors foreclosed on outstanding loans made to the
Company.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In April 2001, CraftClick reorganized pursuant to a Plan of Merger wherein
its domicile was changed from Utah to Delaware, and the common stock was
subject to a reverse split on the basis of 1 new share for every 100 shares
outstanding.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On June&nbsp;6, 2001, CraftClick and Mobilepro Corp., a Delaware corporation,
entered into an Agreement and Plan of Merger dated June&nbsp;1, 2001 (&#147;Merger
Agreement&#148;). Mobilepro was incorporated on July&nbsp;14, 2000 and is a development
stage company focused on the integration and marketing of complete mobile
information solutions that satisfy the needs of mobile professionals. Under the
Merger Agreement, Mobilepro merged with and into CraftClick, with CraftClick
being the surviving corporation. On July&nbsp;9, 2001, we changed the name of the
corporation from CraftClick.com, Inc. (&#147;CraftClick&#148;) to Mobilepro Corp.
(&#147;Mobilepro&#148;).
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On November&nbsp;19, 2001, Mobilepro implemented a 200 for 1 reverse stock
split of its Common Stock. There were no fractional shares issued. Concurrent
with the reverse stock split, Mobilepro issued 3,000,000 new shares of common
stock to Dungavel, Inc., pursuant to an Investor Rights Agreement, which the
Company entered into with Dungavel on June&nbsp;1, 2001 as part of the Merger with
CraftClick.com Inc.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On February&nbsp;19, 2002, the Company entered into a Stock Purchase Agreement
with Mr.&nbsp;Daniel Lozinsky and Dungavel, Inc., and another Stock Purchase
Agreement with Mr.&nbsp;Daniel Lozinsky, Ms.&nbsp;Joann Smith and Mr.&nbsp;Scott Smith.
Dungavel, Inc., Ms.&nbsp;Joann Smith and Mr.&nbsp;Scott Smith were all significant
stockholders of the Company at the time. Pursuant to these two stock purchase
agreements, Mr.&nbsp;Lozinsky acquired an aggregate of 2,057,733 shares of our
Common Stock, representing approximately 64.7% of the Company&#146;s voting
securities. On February&nbsp;28, 2002, Mr.&nbsp;Scott Smith resigned as the President,
CEO and Chairman of the Company, and Mr.&nbsp;Lozinsky became the President and CEO
of the Company.
</FONT>
<P align="center"><FONT size="2"><B>THE OFFERING</B>
</FONT>

<CENTER>
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<TR valign="bottom">
        <TD width="74%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="10%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="10%">&nbsp;</TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock to be offered by Selling Stockholders</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD colspan="3" align="center"><FONT size="2">1,000,000 shares</FONT></TD>
</TR>
</TABLE>
</CENTER>


<P align="center"><FONT size="2">- 4 -</FONT>
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<TABLE cellspacing="0" border="0" cellpadding="0" width="85%">
<TR valign="bottom">
        <TD width="60%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="37%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">Use of Proceeds</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
The Company will not <BR>
receive any proceeds <BR>
resulting from the sale <BR>
of Common Stock by <BR>
the selling <BR>
stockholders</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">OTC Bulletin Board Trading Symbol</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
MOBL</FONT></TD>
</TR>
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<P align="center"><FONT size="2"><B>RISK FACTORS</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should carefully consider the following risk factors before you decide
to buy our Common Stock. You should also consider the other information
contained or incorporated by reference into this prospectus. Our business,
financial condition, trading price of the Common Stock or results of operations
could be harmed by any one of the risks, including but not limited to the
following.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The re-offer prospectus contains forward-looking statements which reflect
our current views about future events and financial performance.
Forward-looking statements do not relate strictly to historical or current
facts and may be identified by their use of words like &#147;plan,&#148; &#147;believe,&#148;
&#147;expect,&#148; &#147;will,&#148; &#147;anticipate,&#148; &#147;estimate,&#148; and other words of similar meaning.
Investors should not rely on forward-looking statements, because they are
subject to a variety of risks, uncertainty and other factors which could cause
our actual results to differ materially from the results discussed on the
forward-looking statements. We expressly do not undertake any duty to update
forward-looking statements. Factors that might cause such a difference
include, but are not limited to, those discussed below.
</FONT>
<P><FONT size="2"><B>We are at development stage and have a limited operating history upon which you
can base your investment decision.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company had a major shift in its business strategy in June 2001. It
was not until June 2001 that the Company focused on the integration and
marketing of complete mobile information solutions that satisfy the needs of
mobile professionals. Accordingly, we have a limited operating history upon
which to evaluate our business plan and prospects. In addition, our business
prospects must be considered in light of the risks, expenses and difficulties
frequently encountered by companies in their early stage of development. We
cannot be sure that we will be successful in addressing these issues, and, if
we are unsuccessful at doing so, our business, results of operations and
financial condition could be materially and adversely affected.
</FONT>
<P><FONT size="2"><B>Our business revenue generation model is unproven and could fail.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our revenue model is new and evolving, and we cannot be certain that it
will be successful. Our ability to generate revenue depends, among other
things, on our ability to integrate a wireless handheld platform generally
referred to as a Corporate Digital Assistant, sometimes referred to as CDA,
with enterprise and Internet based business applications. The potential
profitability of this business model is unproven. Accordingly, we cannot
assure you that our business model will be successful or that we can sustain
revenue growth or achieve or sustain profitability.
</FONT>
<P align="center"><FONT size="2">- 5 -</FONT>
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<P><FONT size="2"><B>Our accountants raised substantial doubt as to our ability to continue as a
going concern and we will incur losses for the immediate future.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our independent accountants raised substantial doubt as to our ability to
continue as a going concern in their report to the Board of Directors in July
2001. We anticipate that we will incur net losses for the immediate future.
We expect our operating expenses to increase significantly, and, as a result,
we will need to generate increased monthly revenue if profitability is to be
achieved. To the extent that revenue does not grow at anticipated rates or
that increases in our operating expenses precede or are not subsequently
followed by commensurate increases in revenue, or that we are unable to adjust
operating expense levels accordingly, our business, results of operations and
financial condition will be materially and adversely affected. We cannot
ensure that we will ever achieve or sustain profitability.
</FONT>
<P><FONT size="2"><B>If our market does not grow as expected, our revenues will be below our
expectations and our business and financial results will suffer.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are engaged in a developing business with an unproven market, and we
cannot accurately estimate the size of our market or the potential demand for
our services. If our customer base does not expand or if there is not
widespread acceptance of our services, our business and prospects will be
harmed. We believe that our potential to grow and increase our market
acceptance depends on many factors, some of which are beyond our control. The
Internet and the use of handheld devices has not been available for a
sufficient period of time to gauge their effectiveness. There can be no
assurance that potential clients will find our services attractive.
Furthermore, with the rapid growth of available space on the Internet for
services similar to ours and the intense competition for such space, it is
difficult to project pricing models that will be adopted by the industry or
individual companies.
</FONT>
<P><FONT size="2"><B>We will require significant additional capital in the future, which we may not
be able to obtain.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Part of our business strategy is to raise additional capital to finance
our operations. We cannot be sure that we will be successful in raising this
additional capital or that the net proceeds from such financing will be
sufficient to meet our funding demands. If additional financing is not
available when required or is not available on acceptable terms, we may be
unable to fund our expansion, successfully promote our brand name or services,
develop or enhance our services, take advantage of business opportunities or
respond to competitive pressures, any of which could have a material adverse
effect on our business, results of operations and financial condition and the
value of your investment.
</FONT>
<P align="center"><FONT size="2">- 6 -</FONT>
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<P><FONT size="2"><B>Our management team is new to the Company.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Mr.&nbsp;Daniel Lozinsky became our President and CEO in February 2002 after he
acquired 64.8% of our voting securities. Our success depends to a significant
extent on Mr.&nbsp;Lozinsky&#146;s leadership and vision. Our future success also
depends on our ability to identify, attract, hire, retain and motivate other
well-qualified managerial, technical, sales and marketing personnel. There can
be no assurance that these professionals will be available in the market or
that we will be able to meet their compensation requirements.
</FONT>
<P><FONT size="2"><B>Prior to the Offering, management of the Company controls 64.8% of our Common
Stock on a fully diluted basis, and they will have the ability to control
matters requiring stockholder approval.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Following this Offering, management of the Company will continue to
control 64.8% of the shares of Common Stock. As a result, these stockholders
have the ability to control matters requiring stockholder approval, including
the election and removal of directors, the approval of significant corporate
transactions, such as any merger, consolidation or sale of all or substantially
all of the Company&#146;s assets, and the control of the management and affairs of
the Company. Accordingly, such concentration of ownership may have the effect
of delaying, deferring or preventing a change in control of our Company,
impeding a merger, consolidation, takeover or other business combination
involving the Company or discouraging a potential acquirer from attempting to
obtain control of the Company, which in turn could have an adverse effect on
your investment.
</FONT>
<P><FONT size="2"><B>Limited Liquidity on the OTC Bulletin Board market.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Currently, the Company&#146;s common stock is listed on the OTC Bulletin Board.
The trading activities have been historically low and, therefore, liquidity of
our Common Stock is very limited.
</FONT>
<P><FONT size="2"><B>We have not paid dividends on our Common Stock to date.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have not paid to date and do not expect to pay in the foreseeable
future any cash or stock dividends on our Common Stock.
</FONT>
<P align="center"><FONT size="2"><B>USE OF PROCEEDS</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders will receive the proceeds from the sale of the
shares of the Common Stock. The Company will not receive any of the proceeds
from these sales.
</FONT>
<P align="center"><FONT size="2"><B>SELLING STOCKHOLDERS</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares of our Common Stock to which this re-offer prospectus relates
are being registered for re-offers and resales by selling stockholders who have
acquired the relevant shares pursuant to our 2001 Equity Performance Plan. The
selling stockholders named below may resell all, a portion or none of the
relevant shares at any time.
</FONT>
<P align="center"><FONT size="2">- 7 -</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The table below sets forth, with respect to each selling stockholder and
based upon the information available to us as of date, the selling
stockholders&#146; relationship, if any, with us within the past three (3)&nbsp;years,
the number of shares of our common stock beneficially owned by each selling
stockholder, the number of shares each selling stockholder is offering to sell,
the number of shares which each selling stockholder will beneficially own upon
completion of this offering, and the percentage ownership of our common stock
of each selling stockholder upon completion of the offering.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
        <TD width="35%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="6%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="6%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="6%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="4%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="6%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
</TR>

<TR valign="bottom">
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>No. of Shares</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>No. of Shares</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><FONT size="1"><B>Name and Address of</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Relationship(s)</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Beneficially Owned</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>No. of Shares Being</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Beneficially Owned</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><FONT size="1"><B>Selling Stockholder</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>with the Company</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>prior to Offering</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Offered Hereby</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>After the Offering</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
        <TD><DIV style="margin-left:0px; text-indent:-0px"><FONT size="2">Daniel Lozinsky
3204 Tower Oaks Blvd.,
Rockville, MD 20852</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD colspan="3" align="center"><FONT size="2">President</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">2,332,773</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">275,000</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">2,057,733</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
</TR>

<TR valign="bottom">
        <TD><DIV style="margin-left:0px; text-indent:-0px"><FONT size="2">Arne Dunhem
3204 Tower Oaks Blvd
Rockville, MD 20852</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD colspan="3" align="center"><FONT size="2">Director</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">375,000</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">375,000</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">0</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD nowrap align="center"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
        <TD><DIV style="margin-left:0px; text-indent:-0px"><FONT size="2">Scott Smith
3204 Tower Oaks Blvd,
Rockville, MD 20852</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD colspan="3" align="center"><FONT size="2">Director</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">25,000</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">25,000</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">0</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
        <TD><DIV style="margin-left:0px; text-indent:-0px"><FONT size="2">Jesus Gomez Romero
102 S. Tejon
#1100
Colorado Springs, CO
80903</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD colspan="3" align="center"><FONT size="2">Consultant</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">325,000</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">325,000</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">0</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2"><B>PLAN OF DISTRIBUTION</B>
</FONT>



<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus relates to the offer and sale from time to time by the
holder thereof of up to 1,000,000 shares of our common stock. The selling
stockholders include donees, pledgees, transferees or other
successors-in-interest selling shares received after the date of this
prospectus from the selling stockholders as a gift, pledge or other non-sale
related transfer.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders may from time to time, in one or more
transactions, sell all or a portion of the shares in such transactions at
prices then prevailing or related to the then current market price or at
negotiated prices. The offering price of the shares from time to time will be
determined by the selling stockholders and, at the time of such determination,
may be higher or lower than the market price of the shares on the OTC Bulletin
Board.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If the selling stockholders effect transactions by selling shares to or
through underwriters, brokers, dealers or agents, these underwriters, brokers,
dealers or agents may receive</FONT>

<P align="center"><FONT size="2">- 8 -</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P><FONT size="2">compensation in the form of discounts, concessions or commissions from the
selling stockholders or from purchasers of shares for whom they may act as
agents, and underwriters may sell shares to or through dealers, and such
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents. The selling stockholders and any brokers, dealers
or agents that participate in the distribution of the shares may be deemed to
be underwriters, and any profit on the sale of the shares by them and any
discounts, concessions or commissions received by any underwriters, brokers,
dealers or agents may be deemed to be underwriting discounts and commissions
under the Securities Act of 1933, as amended (the &#147;Securities Act&#148;). Under
agreements that may be entered into by us, underwriters, brokers, dealers and
agents who participate in the distribution of shares may be entitled to
indemnification by us against certain liabilities, including liabilities under
the Securities Act, or to contribution with respect to payments which such
underwriters, brokers, dealers or agents may be required to make in respect
thereof. The shares may be sold directly or through broker-dealers acting as
principal or agent, or pursuant to a distribution by one or more underwriters
on a firm commitment or best-effort basis.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders, or their pledgees, donees, transferees or other
successors in interest, may offer and sell their shares in the following
manner:
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#176;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;on the OTC Bulletin Board or other exchanges on which the shares are
listed at the time of sale;
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#176;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;in the over-the-counter market or otherwise at prices and at terms then
prevailing or at prices related to the then current market price;
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#176;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;in underwritten offerings;
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#176;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;in privately negotiated transactions;
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#176;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;in a block trade in which the broker or dealer so engaged will attempt
to sell the shares as agent, but may position and resell a portion of the block
as principal to facilitate the transaction;
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#176;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a broker or dealer may purchase as principal and resell such shares for
its account pursuant to this prospectus;
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#176;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;an exchange distribution in accordance with the rules of the exchange;
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#176;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ordinary brokerage transactions and transactions in which the broker
solicits purchasers; or
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#176;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;through any combination of the above.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition to the shares sold hereunder, the selling stockholders may, at
the same time, sell any shares of our common stock, including the shares to be
offered through this re-offer prospectus, owned by them in compliance with all
of the requirements of Rule&nbsp;144 under the Securities Act, regardless of whether
such shares are covered by this re-offer prospectus.
</FONT>
<P align="center"><FONT size="2">- 9 -</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There is no assurance that the selling stockholders will sell any or all
of the common stock offered hereby. We will pay all expenses in connection with
this offering other than commissions and discounts of underwriters, dealers or
agents. All selling and other expenses incurred by the selling stockholders
will be borne by the selling stockholders.
</FONT>
<P align="center"><FONT size="2"><B>LEGAL MATTERS</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity of the securities offered hereby has been passed upon for us
by Graubard Miller.
</FONT>
<P align="center"><FONT size="2"><B>EXPERTS</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The financial statements incorporated in this prospectus by reference from
the Company&#146;s Annual Report on Form&nbsp;10-KSB filed with the Commission on June
29, 2001 have been audited by Mantyla McReynolds, independent auditors, as
stated in their report, which is incorporated herein by reference, and have
been so included in reliance upon their authority as experts in accounting and
auditing.
</FONT>
<P align="center"><FONT size="2"><B>AVAILABLE INFORMATION</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have filed a registration statement on Form&nbsp;S-8 with the Commission
covering the sale of the shares of common stock offered by this prospectus.
This re-offer prospectus does not include all of the information contained in
the registration statement. You should refer to the registration statement and
its exhibits for additional information.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are subject to the periodic reporting and other informational
requirements of the Securities Exchange Act of 1934 (the &#147;Exchange Act&#148;) and in
accordance therewith file reports, proxy statements and other information with
the Securities and Exchange Commission (the &#147;Commission&#148;). Such reports and
other information can be inspected and copied at the locations described below.
Copies of such materials can be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Room&nbsp;1024, Washington,
D.C. 20549, at prescribed rates. In addition, we are required to file
electronic versions of these documents with the Commission through the
Commission&#146;s Electronic Data Gathering, Analysis and Retrieval (EDGAR)&nbsp;system.
The Commission maintains a World Wide Web site at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. Please call
the Commission at 1-800-SEC-0330 for further information on the operation of
the public reference facilities.
</FONT>
<P align="center"><FONT size="2"><B>INCORPORATION OF CERTAIN INFORMATION BY REFERENCE</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We hereby incorporate by reference the documents listed in (a)&nbsp;through (d)
below, which have been previously filed with the Commission.
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">Annual Report of the Registrant on Form&nbsp;10-KSB for the fiscal
year ended March&nbsp;31, 2001;</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">- 10 -</FONT>
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">Quarterly Reports on Form&nbsp;10-QSB for the fiscal quarters
ended June&nbsp;30, 2001, September&nbsp;30, 2001 and December&nbsp;31, 2001;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(c)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">All other reports filed pursuant to Sections&nbsp;13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
document referred to in (a)&nbsp;above; and</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(d)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">Description of Common Stock of the Registrant contained or
incorporated in the registration statements filed by the Registrant
under the Exchange Act, including any amendments or reports filed
for the purpose of updating such description.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents subsequently filed by the Registrant and the 2001 Equity
Performance Plan (the &#147;Plan&#148;) with the Commission pursuant to Sections&nbsp;13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities remaining unsold, shall be deemed to
be incorporated by reference into this Registration Statement and to be a part
of this Registration Statement from the date of filing of such documents.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will provide, without charge, to each person, including a beneficial
owner, to whom a copy of the re-offer prospectus is delivered, at the written
or oral request of such person, a copy of any or all of the documents
incorporated herein by reference (other than exhibits thereto, unless such
exhibits are specifically incorporated by reference into such documents).
Requests for such copies should be directed to Mr.&nbsp;Daniel Lozinsky, at
Mobilepro Corp., 3204 Tower Oaks Blvd., Suite&nbsp;350, Rockville, MD 20852.
</FONT>
<P><FONT size="2">NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING MADE HEREBY TO
GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION NOT CONTAINED IN THIS RE-OFFER
PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY MOBILEPRO CORP., ANY SELLING
STOCKHOLDER OR ANY OTHER PERSON. THIS RE-OFFER PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SHARES OFFERED
HEREBY TO ANY PERSON OR ANYONE IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS RE-OFFER
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES CREATE
ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE
SUBSEQUENT TO THE DATE HEREOF.
</FONT>
<P align="center"><FONT size="2">- 11 -</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="center"><FONT size="2"><B>PART II</B>
</FONT>

<P><FONT size="2"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>
</FONT>
<P><FONT size="2"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents which have been filed by the Registrant with the
Securities and Exchange Commission (the &#147;Commission&#148;) are incorporated herein
by reference in this Registration Statement:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">Annual Report of the Registrant on Form&nbsp;10-KSB for the fiscal
year ended March&nbsp;31, 2001;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">Quarterly Reports on Form&nbsp;10-QSB for the fiscal quarters
ended June&nbsp;30, 2001, September&nbsp;30, 2001 and December&nbsp;31, 2001;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(c)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">All other reports filed pursuant to Sections&nbsp;13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
document referred to in (a)&nbsp;above; and</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(d)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">Description of Common Stock of the Registrant contained or
incorporated in the registration statements filed by the Registrant
under the Exchange Act, including any amendments or reports filed
for the purpose of updating such description.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents subsequently filed by the Registrant and the 2001 Equity
Performance Plan (the &#147;Plan&#148;) with the Commission pursuant to Sections&nbsp;13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part of this Registration Statement from the date of filing of such documents.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
</FONT>
<P><FONT size="2"><B>Item&nbsp;4. Description of Securities.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</FONT>
<P><FONT size="2"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</FONT>
<P align="center"><FONT size="2">- 12 -</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P><FONT size="2"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against expenses
(including attorneys&#146; fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit, or proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe that such person&#146;s conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that such person did not act in good faith and in
a manner that such person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that such person&#146;s conduct was
unlawful.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the case of an action by or in the right of the corporation, Section
145 empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action
in any of the capacities set forth above against expenses (including attorneys&#146;
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if such person acted in good faith
and in a manner that such person reasonably believed to be in or not opposed to
the best interests of the corporation, except that indemnification is not
permitted in respect of any claim, issue, or matter as to which such person is
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought
determines upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses that the Court of Chancery or such
other court deems proper.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 further provides:
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#176;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;that a Delaware corporation is required to indemnify a present or former
director or officer, against expenses (including attorneys&#146; fees) actually and
reasonably incurred by such person in connection with any action, suit, or
proceeding or in defense of any claim, issue, or matter therein as to which
such person has been successful on the merits or otherwise;
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#176;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;that indemnification provided for by Section&nbsp;145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#176;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;that indemnification provided for by Section&nbsp;145 shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee, or agent and shall inure to the benefit of
such person&#146;s heirs, executors, and administrators; and
</FONT>
<P align="center"><FONT size="2">- 13 -</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#176;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;that a Delaware corporation may purchase and maintain insurance on
behalf of its directors, officers, employees or agents against any such
liability asserted against them as directors, officers, employees or agents or
arising out of their status as directors, officers, employees or agents whether
or not the corporation would have the power to indemnify them against liability
under Section&nbsp;145.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A Delaware corporation may provide indemnification only as authorized in
the specific case upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct. Such determination is
to be made with respect to a person who is a director or officer at the time of
such determination:
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#176;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;by the board of directors by a majority vote of a quorum consisting of
directors who were not party to such action, suit, or proceeding;
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#176;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;by a committee of such directors designated by majority vote of such
directors, even though less than a quorum;
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#176;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;if such a quorum is not obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion; or
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#176;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;by the stockholders.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;FIFTEENTH of our certificate of incorporation and Article&nbsp;VII of
our by-laws provide for indemnification of our directors, officers, employees
or agents to the fullest extent permitted by law, as now in effect or later
amended.
</FONT>
<P><FONT size="2"><B>Item&nbsp;7. Exemption from Registration Claimed.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</FONT>
<P><FONT size="2"><B>Item&nbsp;8. Exhibits.</B>
</FONT>
<P align="center"><FONT size="2">- 14 -</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="65%">
<TR valign="bottom">
        <TD width="12%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="83%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">EXHIBIT</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">NUMBER</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
DESCRIPTION</FONT></TD>
</TR>
<TR>
        <TD valign="top"><HR size="1" noshade></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
<HR size="1" noshade></FONT></TD>
</TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">5.0</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Opinion of Graubard Miller as to the legality of the securities
being registered. *</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">23.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Consent of Counsel (contained in Exhibit&nbsp;5.0)*</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">23.2</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Consent of Independent Auditors</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">*</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Previously filed with the Registrant&#146;s Form&nbsp;S-8 (No.&nbsp;333-74492) filed with
the Commission on December&nbsp;4, 2001</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2"><B>Item&nbsp;9.Undertakings.</B>
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="3%"></TD>
        <TD width="97%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">The undersigned Registrant hereby undertakes:</FONT></TD>
</TR>

</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="3%"></TD>
        <TD width="97%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">(1)&nbsp;To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:</FONT></TD>
</TR>

</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;To include any prospectus required by Section&nbsp;10(a)(3) of
the Securities Act of 1933;</FONT></TD>
</TR>

</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in this Registration Statement;</FONT></TD>
</TR>

</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.</FONT></TD>
</TR>

</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="3%"></TD>
        <TD width="97%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Paragraphs (l)(i) and (l)(ii) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant pursuant to
Section&nbsp;13 or Section&nbsp;15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this Registration Statement.</FONT></TD>
</TR>

</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="3%"></TD>
        <TD width="97%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">(2)&nbsp;That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.</FONT></TD>
</TR>

</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="3%"></TD>
        <TD width="97%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">(3)&nbsp;To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.</FONT></TD>
</TR>

</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant&#146;s annual report pursuant to Section&nbsp;13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing
<P align="center"><FONT size="2">- 15 -</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

</FONT>
<P><FONT size="2">of an employee benefit plan&#146;s annual report pursuant to Section&nbsp;15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
</FONT>
<P align="center"><FONT size="2">- 16 -</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="center"><FONT size="2"><B>SIGNATURES</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form&nbsp;S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Rockville, State of Maryland, on the 12th day
of March, 2002.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="25%">
<TR valign="bottom">
        <TD width="15%">&nbsp;</TD>
        <TD width="50%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD colspan=2 valign="top"><FONT size="2">MOBILEPRO CORP</FONT></TD>
</TR>

<TR>
        <TD>&nbsp;</TD>
<TD><FONT size="2">&nbsp;</FONT></TD></TR>

<TR valign="bottom">
<TD valign="top"><FONT size="2">By: </FONT></TD>

        <TD valign="top"><FONT size="2">/s/ Daniel Lozinsky<BR>
</FONT><HR size="1" noshade><FONT size="2">
Daniel Lozinsky<BR>
President and CEO</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">- 17 -</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="center"><FONT size="2"><B>SIGNATURES</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="65%">
<TR valign="bottom">
        <TD width="30%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="44%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="16%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">Signature</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">
Title
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">Date</FONT></TD>
</TR>
<TR>
        <TD valign="top"><HR size="1" noshade></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
<HR size="1" noshade>
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
<TD>
&nbsp;
</TD>
</TR>


<TR valign="bottom">
        <TD valign="top"><FONT size="2">/s/ Daniel Lozinsky</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">
President and CEO</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><HR size="1" noshade></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">
(Principal Executive Officer)
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" nowrap valign="top"><FONT size="2">March&nbsp;12, 2002</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">Daniel Lozinsky</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
<TD>
&nbsp;
</TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">/s/ Arne Dunhem</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><HR size="1" noshade></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">
Treasurer and Director
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">March&nbsp;12, 2002</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">Arne Dunhem</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="center"><FONT size="2"></FONT>




</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "w58393s-8.htm", "description": "FORM S-8", "secsgml_size_bytes": 72061}]
{"company-data": {"conformed-name": "MOBILEPRO CORP", "cik": "0000769592", "assigned-sic": "7389", "irs-number": "870419571", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84190", "film-number": "02573602"}, "business-address": {"street1": "141 ADELAIDE ST WEST STE 1004", "street2": "TORONTO ONTARIO", "city": "CANADA H5H 3L5", "state": "A6", "zip": "00000", "phone": "3108273500"}, "mail-address": {"street1": "141 ADELAIDE ST WEST STE 1004", "street2": "TORONTO ONTARIO", "city": "CANADA H5H 3L5", "state": "A6", "zip": "00000"}, "former-company": [{"former-conformed-name": "BUYIT COM INC", "date-changed": "19990504"}, {"former-conformed-name": "TECON INC /UT/", "date-changed": "19920703"}, {"former-conformed-name": "CRAFTCLICK COM INC", "date-changed": "20000208"}]}
s-8
As filed with the Securities and Exchange Commission on March 11, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MOBILEPRO CORP.
(Exact name of Registrant as specified in its charter)
Delaware
87-0419571
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
Incorporation or organization)
3204 Tower Oaks Blvd., Suite 350
Rockville, MD
20852
(Address of principal executive offices)
(Zip Code)
2001 Equity Performance Plan
(Full title of plan)
(Name, address and telephone
number of agent for service)
Daniel Lozinsky
President & CEO
Mobilepro Corp.
3204 Tower Oaks Blvd., Suite 350
Rockville, MD 20852
(301) 230-9125
CALCULATION OF REGISTRATION FEE
Proposed
Amount
Maximum
Amount of
To be
Offering Price per
Registration
Title of Securities to be Registered
Registered
Share (1)
Fee (2)
Common Stock issuable upon exercise
of Awards that may be granted under
the 2001 Equity Performance Plan
1,000,000
(1)
$
1.05
$
96.60
(1)  Based on the average of the high and low prices quoted on the OTC
Bulletin Board on March 8, 2002.
(2)  Fees are calculated in accordance with Rules 457(c) and 457 (h) promulgated
under the Securities Act of 1933, as amended.
- 2 -
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not required to be included in this Form S-8 Registration Statement
pursuant to Introductory Note to Part I of Form S-8.
Re-Offer Prospectus
1,000,000 Shares
Mobilepro Corp.
Common Stock
The selling stockholders identified in this re-offer prospectus may
periodically offer and sell shares of our Common Stock that they acquired or
will acquire under our 2001 Equity Performance Plan.
The Company will not receive any of the proceeds from the sale of these
shares. We do not know when the sales of the shares by the selling
stockholders will occur. The sales may occur in ordinary brokerage
transactions, in negotiated transactions or otherwise at prices prevailing at
the time of sale, or at privately negotiated prices. We have paid the expenses
incurred in registering the shares covered by this re-offer prospectus other
than the agent's commission and transfer taxes, if any. See "Use of Proceeds,"
"Selling Stockholders" and "Plan of Distribution" below.
This re-offer prospectus has been prepared to register shares of our
Common Stock issued pursuant to our 2001 Equity Performance Plan and allow for
future sales of these shares by the selling stockholders to the public without
restriction. Any commissions received by a broker or dealer in connection with
resales of the shares may be deemed to be underwriting commissions or discounts
under the Securities Act of 1933, as amended. The offering of the shares
issuable under our 2001 Equity Performance Plan has been previously registered
under a Form S-8 (333-74492) which was filed with the Securities and Exchange
Commission on December 4, 2001.
Our Common Stock is listed on the OTC Bulletin Board under the trading
symbol "MOBL."
See "Risk Factors" for certain factors relevant to an investment in the
Common Stock.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS RE-OFFER PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Re-Offer Prospectus is March 12, 2002.
- 3 -
THE COMPANY
The Company is a development stage company and currently trades on the
Over-the-Counter Bulletin Board under the stock symbol "MOBL". The following is
a brief business history of the Company and its merger partner, CraftClick.com,
Inc.
The Company with which we merged in June of 2001 was first organized in
June 1988 as Bud Corp. The Company changed its name to Tecon, Inc. in July
1992, then to Buyit.com, Inc. in May 1999 and finally to CraftClick.com, Inc.
on January 4, 2000. CraftClick's business strategy and focus was to become the
premier destination for buyers and sellers of arts and crafts products and
supplies through the use of Internet websites. Due to the lack of adequate
funding and the lack of generating enough Internet traffic to achieve
profitability CraftClick began to cease business operations in October 2000.
CraftClick subsequently disposed of substantially all of its assets in February
2001 when secured creditors foreclosed on outstanding loans made to the
Company.
In April 2001, CraftClick reorganized pursuant to a Plan of Merger wherein
its domicile was changed from Utah to Delaware, and the common stock was
subject to a reverse split on the basis of 1 new share for every 100 shares
outstanding.
On June 6, 2001, CraftClick and Mobilepro Corp., a Delaware corporation,
entered into an Agreement and Plan of Merger dated June 1, 2001 ("Merger
Agreement"). Mobilepro was incorporated on July 14, 2000 and is a development
stage company focused on the integration and marketing of complete mobile
information solutions that satisfy the needs of mobile professionals. Under the
Merger Agreement, Mobilepro merged with and into CraftClick, with CraftClick
being the surviving corporation. On July 9, 2001, we changed the name of the
corporation from CraftClick.com, Inc. ("CraftClick") to Mobilepro Corp.
("Mobilepro").
On November 19, 2001, Mobilepro implemented a 200 for 1 reverse stock
split of its Common Stock. There were no fractional shares issued. Concurrent
with the reverse stock split, Mobilepro issued 3,000,000 new shares of common
stock to Dungavel, Inc., pursuant to an Investor Rights Agreement, which the
Company entered into with Dungavel on June 1, 2001 as part of the Merger with
CraftClick.com Inc.
On February 19, 2002, the Company entered into a Stock Purchase Agreement
with Mr. Daniel Lozinsky and Dungavel, Inc., and another Stock Purchase
Agreement with Mr. Daniel Lozinsky, Ms. Joann Smith and Mr. Scott Smith.
Dungavel, Inc., Ms. Joann Smith and Mr. Scott Smith were all significant
stockholders of the Company at the time. Pursuant to these two stock purchase
agreements, Mr. Lozinsky acquired an aggregate of 2,057,733 shares of our
Common Stock, representing approximately 64.7% of the Company's voting
securities. On February 28, 2002, Mr. Scott Smith resigned as the President,
CEO and Chairman of the Company, and Mr. Lozinsky became the President and CEO
of the Company.
THE OFFERING
Common Stock to be offered by Selling Stockholders
1,000,000 shares
- 4 -
Use of Proceeds
The Company will not
receive any proceeds
resulting from the sale
of Common Stock by
the selling
stockholders
OTC Bulletin Board Trading Symbol
MOBL
RISK FACTORS
You should carefully consider the following risk factors before you decide
to buy our Common Stock. You should also consider the other information
contained or incorporated by reference into this prospectus. Our business,
financial condition, trading price of the Common Stock or results of operations
could be harmed by any one of the risks, including but not limited to the
following.
The re-offer prospectus contains forward-looking statements which reflect
our current views about future events and financial performance.
Forward-looking statements do not relate strictly to historical or current
facts and may be identified by their use of words like "plan," "believe,"
"expect," "will," "anticipate," "estimate," and other words of similar meaning.
Investors should not rely on forward-looking statements, because they are
subject to a variety of risks, uncertainty and other factors which could cause
our actual results to differ materially from the results discussed on the
forward-looking statements. We expressly do not undertake any duty to update
forward-looking statements. Factors that might cause such a difference
include, but are not limited to, those discussed below.
We are at development stage and have a limited operating history upon which you
can base your investment decision.
The Company had a major shift in its business strategy in June 2001. It
was not until June 2001 that the Company focused on the integration and
marketing of complete mobile information solutions that satisfy the needs of
mobile professionals. Accordingly, we have a limited operating history upon
which to evaluate our business plan and prospects. In addition, our business
prospects must be considered in light of the risks, expenses and difficulties
frequently encountered by companies in their early stage of development. We
cannot be sure that we will be successful in addressing these issues, and, if
we are unsuccessful at doing so, our business, results of operations and
financial condition could be materially and adversely affected.
Our business revenue generation model is unproven and could fail.
Our revenue model is new and evolving, and we cannot be certain that it
will be successful. Our ability to generate revenue depends, among other
things, on our ability to integrate a wireless handheld platform generally
referred to as a Corporate Digital Assistant, sometimes referred to as CDA,
with enterprise and Internet based business applications. The potential
profitability of this business model is unproven. Accordingly, we cannot
assure you that our business model will be successful or that we can sustain
revenue growth or achieve or sustain profitability.
- 5 -
Our accountants raised substantial doubt as to our ability to continue as a
going concern and we will incur losses for the immediate future.
Our independent accountants raised substantial doubt as to our ability to
continue as a going concern in their report to the Board of Directors in July
2001. We anticipate that we will incur net losses for the immediate future.
We expect our operating expenses to increase significantly, and, as a result,
we will need to generate increased monthly revenue if profitability is to be
achieved. To the extent that revenue does not grow at anticipated rates or
that increases in our operating expenses precede or are not subsequently
followed by commensurate increases in revenue, or that we are unable to adjust
operating expense levels accordingly, our business, results of operations and
financial condition will be materially and adversely affected. We cannot
ensure that we will ever achieve or sustain profitability.
If our market does not grow as expected, our revenues will be below our
expectations and our business and financial results will suffer.
We are engaged in a developing business with an unproven market, and we
cannot accurately estimate the size of our market or the potential demand for
our services. If our customer base does not expand or if there is not
widespread acceptance of our services, our business and prospects will be
harmed. We believe that our potential to grow and increase our market
acceptance depends on many factors, some of which are beyond our control. The
Internet and the use of handheld devices has not been available for a
sufficient period of time to gauge their effectiveness. There can be no
assurance that potential clients will find our services attractive.
Furthermore, with the rapid growth of available space on the Internet for
services similar to ours and the intense competition for such space, it is
difficult to project pricing models that will be adopted by the industry or
individual companies.
We will require significant additional capital in the future, which we may not
be able to obtain.
Part of our business strategy is to raise additional capital to finance
our operations. We cannot be sure that we will be successful in raising this
additional capital or that the net proceeds from such financing will be
sufficient to meet our funding demands. If additional financing is not
available when required or is not available on acceptable terms, we may be
unable to fund our expansion, successfully promote our brand name or services,
develop or enhance our services, take advantage of business opportunities or
respond to competitive pressures, any of which could have a material adverse
effect on our business, results of operations and financial condition and the
value of your investment.
- 6 -
Our management team is new to the Company.
Mr. Daniel Lozinsky became our President and CEO in February 2002 after he
acquired 64.8% of our voting securities. Our success depends to a significant
extent on Mr. Lozinsky's leadership and vision. Our future success also
depends on our ability to identify, attract, hire, retain and motivate other
well-qualified managerial, technical, sales and marketing personnel. There can
be no assurance that these professionals will be available in the market or
that we will be able to meet their compensation requirements.
Prior to the Offering, management of the Company controls 64.8% of our Common
Stock on a fully diluted basis, and they will have the ability to control
matters requiring stockholder approval.
Following this Offering, management of the Company will continue to
control 64.8% of the shares of Common Stock. As a result, these stockholders
have the ability to control matters requiring stockholder approval, including
the election and removal of directors, the approval of significant corporate
transactions, such as any merger, consolidation or sale of all or substantially
all of the Company's assets, and the control of the management and affairs of
the Company. Accordingly, such concentration of ownership may have the effect
of delaying, deferring or preventing a change in control of our Company,
impeding a merger, consolidation, takeover or other business combination
involving the Company or discouraging a potential acquirer from attempting to
obtain control of the Company, which in turn could have an adverse effect on
your investment.
Limited Liquidity on the OTC Bulletin Board market.
Currently, the Company's common stock is listed on the OTC Bulletin Board.
The trading activities have been historically low and, therefore, liquidity of
our Common Stock is very limited.
We have not paid dividends on our Common Stock to date.
We have not paid to date and do not expect to pay in the foreseeable
future any cash or stock dividends on our Common Stock.
USE OF PROCEEDS
The selling stockholders will receive the proceeds from the sale of the
shares of the Common Stock. The Company will not receive any of the proceeds
from these sales.
SELLING STOCKHOLDERS
The shares of our Common Stock to which this re-offer prospectus relates
are being registered for re-offers and resales by selling stockholders who have
acquired the relevant shares pursuant to our 2001 Equity Performance Plan. The
selling stockholders named below may resell all, a portion or none of the
relevant shares at any time.
- 7 -
The table below sets forth, with respect to each selling stockholder and
based upon the information available to us as of date, the selling
stockholders' relationship, if any, with us within the past three (3) years,
the number of shares of our common stock beneficially owned by each selling
stockholder, the number of shares each selling stockholder is offering to sell,
the number of shares which each selling stockholder will beneficially own upon
completion of this offering, and the percentage ownership of our common stock
of each selling stockholder upon completion of the offering.
No. of Shares
No. of Shares
Name and Address of
Relationship(s)
Beneficially Owned
No. of Shares Being
Beneficially Owned
Selling Stockholder
with the Company
prior to Offering
Offered Hereby
After the Offering
Daniel Lozinsky
3204 Tower Oaks Blvd.,
Rockville, MD 20852
President
2,332,773
275,000
2,057,733
Arne Dunhem
3204 Tower Oaks Blvd
Rockville, MD 20852
Director
375,000
375,000
0
Scott Smith
3204 Tower Oaks Blvd,
Rockville, MD 20852
Director
25,000
25,000
0
Jesus Gomez Romero
102 S. Tejon
#1100
Colorado Springs, CO
80903
Consultant
325,000
325,000
0
PLAN OF DISTRIBUTION
This prospectus relates to the offer and sale from time to time by the
holder thereof of up to 1,000,000 shares of our common stock. The selling
stockholders include donees, pledgees, transferees or other
successors-in-interest selling shares received after the date of this
prospectus from the selling stockholders as a gift, pledge or other non-sale
related transfer.
The selling stockholders may from time to time, in one or more
transactions, sell all or a portion of the shares in such transactions at
prices then prevailing or related to the then current market price or at
negotiated prices. The offering price of the shares from time to time will be
determined by the selling stockholders and, at the time of such determination,
may be higher or lower than the market price of the shares on the OTC Bulletin
Board.
If the selling stockholders effect transactions by selling shares to or
through underwriters, brokers, dealers or agents, these underwriters, brokers,
dealers or agents may receive
- 8 -
compensation in the form of discounts, concessions or commissions from the
selling stockholders or from purchasers of shares for whom they may act as
agents, and underwriters may sell shares to or through dealers, and such
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents. The selling stockholders and any brokers, dealers
or agents that participate in the distribution of the shares may be deemed to
be underwriters, and any profit on the sale of the shares by them and any
discounts, concessions or commissions received by any underwriters, brokers,
dealers or agents may be deemed to be underwriting discounts and commissions
under the Securities Act of 1933, as amended (the "Securities Act"). Under
agreements that may be entered into by us, underwriters, brokers, dealers and
agents who participate in the distribution of shares may be entitled to
indemnification by us against certain liabilities, including liabilities under
the Securities Act, or to contribution with respect to payments which such
underwriters, brokers, dealers or agents may be required to make in respect
thereof. The shares may be sold directly or through broker-dealers acting as
principal or agent, or pursuant to a distribution by one or more underwriters
on a firm commitment or best-effort basis.
The selling stockholders, or their pledgees, donees, transferees or other
successors in interest, may offer and sell their shares in the following
manner:
°     on the OTC Bulletin Board or other exchanges on which the shares are
listed at the time of sale;
°     in the over-the-counter market or otherwise at prices and at terms then
prevailing or at prices related to the then current market price;
°     in underwritten offerings;
°     in privately negotiated transactions;
°     in a block trade in which the broker or dealer so engaged will attempt
to sell the shares as agent, but may position and resell a portion of the block
as principal to facilitate the transaction;
°     a broker or dealer may purchase as principal and resell such shares for
its account pursuant to this prospectus;
°     an exchange distribution in accordance with the rules of the exchange;
°     ordinary brokerage transactions and transactions in which the broker
solicits purchasers; or
°     through any combination of the above.
In addition to the shares sold hereunder, the selling stockholders may, at
the same time, sell any shares of our common stock, including the shares to be
offered through this re-offer prospectus, owned by them in compliance with all
of the requirements of Rule 144 under the Securities Act, regardless of whether
such shares are covered by this re-offer prospectus.
- 9 -
There is no assurance that the selling stockholders will sell any or all
of the common stock offered hereby. We will pay all expenses in connection with
this offering other than commissions and discounts of underwriters, dealers or
agents. All selling and other expenses incurred by the selling stockholders
will be borne by the selling stockholders.
LEGAL MATTERS
The validity of the securities offered hereby has been passed upon for us
by Graubard Miller.
EXPERTS
The financial statements incorporated in this prospectus by reference from
the Company's Annual Report on Form 10-KSB filed with the Commission on June
29, 2001 have been audited by Mantyla McReynolds, independent auditors, as
stated in their report, which is incorporated herein by reference, and have
been so included in reliance upon their authority as experts in accounting and
auditing.
AVAILABLE INFORMATION
We have filed a registration statement on Form S-8 with the Commission
covering the sale of the shares of common stock offered by this prospectus.
This re-offer prospectus does not include all of the information contained in
the registration statement. You should refer to the registration statement and
its exhibits for additional information.
We are subject to the periodic reporting and other informational
requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and in
accordance therewith file reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports and
other information can be inspected and copied at the locations described below.
Copies of such materials can be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates. In addition, we are required to file
electronic versions of these documents with the Commission through the
Commission's Electronic Data Gathering, Analysis and Retrieval (EDGAR) system.
The Commission maintains a World Wide Web site at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. Please call
the Commission at 1-800-SEC-0330 for further information on the operation of
the public reference facilities.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We hereby incorporate by reference the documents listed in (a) through (d)
below, which have been previously filed with the Commission.
(a)
Annual Report of the Registrant on Form 10-KSB for the fiscal
year ended March 31, 2001;
- 10 -
(b)
Quarterly Reports on Form 10-QSB for the fiscal quarters
ended June 30, 2001, September 30, 2001 and December 31, 2001;
(c)
All other reports filed pursuant to Sections 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
document referred to in (a) above; and
(d)
Description of Common Stock of the Registrant contained or
incorporated in the registration statements filed by the Registrant
under the Exchange Act, including any amendments or reports filed
for the purpose of updating such description.
All documents subsequently filed by the Registrant and the 2001 Equity
Performance Plan (the "Plan") with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities remaining unsold, shall be deemed to
be incorporated by reference into this Registration Statement and to be a part
of this Registration Statement from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
We will provide, without charge, to each person, including a beneficial
owner, to whom a copy of the re-offer prospectus is delivered, at the written
or oral request of such person, a copy of any or all of the documents
incorporated herein by reference (other than exhibits thereto, unless such
exhibits are specifically incorporated by reference into such documents).
Requests for such copies should be directed to Mr. Daniel Lozinsky, at
Mobilepro Corp., 3204 Tower Oaks Blvd., Suite 350, Rockville, MD 20852.
NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING MADE HEREBY TO
GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION NOT CONTAINED IN THIS RE-OFFER
PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY MOBILEPRO CORP., ANY SELLING
STOCKHOLDER OR ANY OTHER PERSON. THIS RE-OFFER PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SHARES OFFERED
HEREBY TO ANY PERSON OR ANYONE IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS RE-OFFER
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES CREATE
ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE
SUBSEQUENT TO THE DATE HEREOF.
- 11 -
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein
by reference in this Registration Statement:
(a)
Annual Report of the Registrant on Form 10-KSB for the fiscal
year ended March 31, 2001;
(b)
Quarterly Reports on Form 10-QSB for the fiscal quarters
ended June 30, 2001, September 30, 2001 and December 31, 2001;
(c)
All other reports filed pursuant to Sections 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
document referred to in (a) above; and
(d)
Description of Common Stock of the Registrant contained or
incorporated in the registration statements filed by the Registrant
under the Exchange Act, including any amendments or reports filed
for the purpose of updating such description.
All documents subsequently filed by the Registrant and the 2001 Equity
Performance Plan (the "Plan") with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part of this Registration Statement from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
- 12 -
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against expenses
(including attorneys' fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit, or proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe that such person's conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that such person did not act in good faith and in
a manner that such person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that such person's conduct was
unlawful.
In the case of an action by or in the right of the corporation, Section
145 empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action
in any of the capacities set forth above against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if such person acted in good faith
and in a manner that such person reasonably believed to be in or not opposed to
the best interests of the corporation, except that indemnification is not
permitted in respect of any claim, issue, or matter as to which such person is
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought
determines upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses that the Court of Chancery or such
other court deems proper.
Section 145 further provides:
°     that a Delaware corporation is required to indemnify a present or former
director or officer, against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with any action, suit, or
proceeding or in defense of any claim, issue, or matter therein as to which
such person has been successful on the merits or otherwise;
°     that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
°     that indemnification provided for by Section 145 shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee, or agent and shall inure to the benefit of
such person's heirs, executors, and administrators; and
- 13 -
°     that a Delaware corporation may purchase and maintain insurance on
behalf of its directors, officers, employees or agents against any such
liability asserted against them as directors, officers, employees or agents or
arising out of their status as directors, officers, employees or agents whether
or not the corporation would have the power to indemnify them against liability
under Section 145.
A Delaware corporation may provide indemnification only as authorized in
the specific case upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct. Such determination is
to be made with respect to a person who is a director or officer at the time of
such determination:
°     by the board of directors by a majority vote of a quorum consisting of
directors who were not party to such action, suit, or proceeding;
°     by a committee of such directors designated by majority vote of such
directors, even though less than a quorum;
°     if such a quorum is not obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion; or
°     by the stockholders.
Article FIFTEENTH of our certificate of incorporation and Article VII of
our by-laws provide for indemnification of our directors, officers, employees
or agents to the fullest extent permitted by law, as now in effect or later
amended.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
- 14 -
EXHIBIT
NUMBER
DESCRIPTION
5.0
Opinion of Graubard Miller as to the legality of the securities
being registered. *
23.1
Consent of Counsel (contained in Exhibit 5.0)*
23.2
Consent of Independent Auditors
*
Previously filed with the Registrant's Form S-8 (No. 333-74492) filed with
the Commission on December 4, 2001
Item 9.Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
Paragraphs (l)(i) and (l)(ii) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing
- 15 -
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
- 16 -
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Rockville, State of Maryland, on the 12th day
of March, 2002.
MOBILEPRO CORP
By:
/s/ Daniel Lozinsky
Daniel Lozinsky
President and CEO
- 17 -
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
Title
Date
/s/ Daniel Lozinsky
President and CEO
(Principal Executive Officer)
March 12, 2002
Daniel Lozinsky
/s/ Arne Dunhem
Treasurer and Director
March 12, 2002
Arne Dunhem