As filed with the Securities and Exchange Commission on December 4, 2001
                            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
Incorporation or Organization)                            Identification Number)


                       2500 WEST HIGGINS ROAD, SUITE 1080
                         HOFFMAN ESTATES, ILLINOIS 60195
                    (Address of Principal Executive Offices)


                          2001 EQUITY PERFORMANCE PLAN
                            (Full Title of the Plan)


                                 SCOTT R. SMITH
                                    President
                                 Mobilepro Corp.
                             2500 West Higgins Road
                                   Suite 1080
                         Hoffman Estates, Illinois 60195
                                 (847) 755-1320
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                 with a copy to:

                             ANDREW D. HUDDERS, ESQ.
                                 Graubard Miller
                                600 Third Avenue
                          New York, New York 10016-2097
                            Telephone: (212) 818-8800



<Page>

<Table>
<Caption>


                         CALCULATION OF REGISTRATION FEE
<S>                                       <C>               <C>                    <C>                <C>
========================================= ================= ===================== ==================== ==================
                                                              Proposed Maximum     Proposed Maximum
           Title of Securities             Amount to be        Offering Price          Aggregate           Amount of
            to be Registered               Registered(1)         Per Share          Offering Price     Registration Fee
========================================= ================= ===================== ==================== ==================
Common stock issuable upon exercise of
Awards that may be granted under the
2001 Equity Performance Plan                 1,000,000            $4.00(2)            $4,000,000            $1,000
----------------------------------------- ----------------- --------------------- -------------------- ------------------
         TOTAL........................................................................................... $1,000
=========================================================================================================================
</Table>

(1)     Pursuant to Rule 416, there are also being registered additional shares
        of common stock as may become issuable pursuant to the anti-dilution
        provisions of such plan.

(2)     Based on the last sale price of a share of our common stock as reported
        by The Nasdaq OTC Bulletin Board on December 3, 2001 in accordance with
        Rules 457(c) and 457(h) promulgated under the Securities Act of 1933, as
        amended.



                               ------------------

        In accordance with the provisions of Rule 462 promulgated under the
Securities Act, this registration statement will become effective upon filing
with the Securities and Exchange Commission.

                               ------------------



                                       2
<Page>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information. *



             *    Information required by Part I to be contained in the Section
                  10(a) prospectus is omitted from this registration statement
                  in accordance with Rule 428 under the Securities Act and the
                  Note to Part I of Form S-8.


<Page>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.

        The following documents that we have previously filed with the SEC are
incorporated by reference in this registration statement:

o        our annual report on Form 10-KSB for the fiscal year ended March 31,
         2001;

o        our quarterly reports on Form 10-QSB for the quarters ended June 30,
         2001 September 30, 2001 and December 31, 2001; and

o        our current report on Form 8-K/A dated June 6, 2001 and filed with the
         SEC on August 8, 2001, amending our Form 8-K filed with the SEC on June
         20, 2001.

         All documents subsequently filed by us 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 the securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part of
this registration statement from the respective date of filing. Any statement
contained in a document incorporated by reference in this registration statement
will be modified or superseded for all purposes to the extent that a statement
contained in this registration statement or in any other subsequently filed
document which is incorporated by reference modifies or replaces such statement.

Item 4.           Description of Securities.

         We are authorized to issue 55,035,425 shares of capital stock
consisting of 50,000,000 shares of common stock, par value $0.001 per share,
5,000,000 shares of preferred stock, par value $0.001 per share, and 35,425
shares of Series A convertible preferred stock, par value $0.001 per share.

         The holders of common stock have traditional rights as to voting,
dividends and liquidation. All shares of common stock are entitled to one vote
on all matters; there are no pre-emptive rights and cumulative voting is not
allowed. The common stock is not subject to redemption and does not carry any
subscription or conversion rights. In the event of liquidation, the holders of
common stock are entitled to share equally in corporate assets after
satisfaction of all liabilities and payments to any series of preferred stock.

Item 5.           Interests of Named Experts and Counsel.

         Not applicable.


                                       2
<Page>


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 and 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:

o        that a Delaware corporation is required to indemnify a director,
         officer, employee, or agent 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;

o        that indemnification provided for by Section 145 shall not be deemed
         exclusive of any other rights to which the indemnified party may be
         entitled;

o        that indemnification provided for by Section 145 shall, unless
         otherwise provided when authorized or ratified, continue as to a person

                                       3
<PAGE>


         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

o        that a Delaware corporation may purchase and maintain insurance on
         behalf of its directors or officers against any such liability asserted
         against them as directors or officers or arising out of their status as
         directors or officers 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 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:

o        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;

o        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

o        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.

  Exhibit No.   Description

      3.1       Certificate of Amendment of Certificate of Incorporation
                of Mobilepro Corp.

      4.1       2001 Equity Performance Plan

      5.1       Opinion of Graubard Miller

     23.1       Consent of Mantyla McReynolds, Certified Public Accountants

     23.2       Consent of Graubard Miller (included in Exhibit 5.1)




                                       4
<PAGE>
Item 9.           Undertakings.

         (a)      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 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.

                  (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.

         (b)      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 Section 15(d) of the Securities
                  Exchange Act of 1934 (and, where applicable, each filing 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.

         (c)      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
                  registration of 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.

                                       5
<Page>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 Hoffman Estates, State of Illinois, on this 29th day
of November, 2001.

                                                    MOBILEPRO CORP.


                                                    By:   /s/ Scott R. Smith
                                                       -------------------------
                                                       Scott R. Smith, President


         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.


         Signature                    Title                    Date
         ---------                    -----                    ----

        /s/ Scott R. Smith            President, Chief         November 29, 2001
        Scott R. Smith                Executive Officer
                                      and Chairman

<Page>


                                  EXHIBIT INDEX



Exhibit         Description

   3.1          Certificate of Amendment of Certificate of Incorporation of
                Mobilepro Corp.

   4.1          2001 Equity Performance Plan

   5.1          Opinion of Graubard Miller

  23.1          Consent of Mantyla McReynolds, Certified Public Accountants

  23.2          Consent of Graubard Miller (included in Exhibit 5.1)
[{"type": "S-8", "sequence": "1", "filename": "mobilepro_s8-113001.txt", "description": "MOBILEPRO CORP S-8", "secsgml_size_bytes": 18385}]
{"company-data": {"conformed-name": "MOBILEPRO CORP", "cik": "0000769592", "assigned-sic": "6770", "irs-number": "870419571", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74492", "film-number": "1806088"}, "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": "CRAFTCLICK COM INC", "date-changed": "20000208"}, {"former-conformed-name": "TECON INC /UT/", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on December 4, 2001
                            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
Incorporation or Organization)                            Identification Number)

                       2500 WEST HIGGINS ROAD, SUITE 1080
                         HOFFMAN ESTATES, ILLINOIS 60195
                    (Address of Principal Executive Offices)

                          2001 EQUITY PERFORMANCE PLAN
                            (Full Title of the Plan)

                                 SCOTT R. SMITH
                                    President
                                 Mobilepro Corp.
                             2500 West Higgins Road
                                   Suite 1080
                         Hoffman Estates, Illinois 60195
                                 (847) 755-1320
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                 with a copy to:

                             ANDREW D. HUDDERS, ESQ.
                                 Graubard Miller
                                600 Third Avenue
                          New York, New York 10016-2097
                            Telephone: (212) 818-8800
CALCULATION OF REGISTRATION FEE
========================================= ================= ===================== ==================== ==================
                                                              Proposed Maximum     Proposed Maximum
           Title of Securities             Amount to be        Offering Price          Aggregate           Amount of
            to be Registered               Registered(1)         Per Share          Offering Price     Registration Fee
========================================= ================= ===================== ==================== ==================
Common stock issuable upon exercise of
Awards that may be granted under the
2001 Equity Performance Plan                 1,000,000            $4.00(2)            $4,000,000            $1,000
----------------------------------------- ----------------- --------------------- -------------------- ------------------
         TOTAL........................................................................................... $1,000
=========================================================================================================================
(1)     Pursuant to Rule 416, there are also being registered additional shares
        of common stock as may become issuable pursuant to the anti-dilution
        provisions of such plan.

(2)     Based on the last sale price of a share of our common stock as reported
        by The Nasdaq OTC Bulletin Board on December 3, 2001 in accordance with
        Rules 457(c) and 457(h) promulgated under the Securities Act of 1933, as
        amended.

                               ------------------

        In accordance with the provisions of Rule 462 promulgated under the
Securities Act, this registration statement will become effective upon filing
with the Securities and Exchange Commission.

                               ------------------

                                       2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information. *

             *    Information required by Part I to be contained in the Section
                  10(a) prospectus is omitted from this registration statement
                  in accordance with Rule 428 under the Securities Act and the
                  Note to Part I of Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following documents that we have previously filed with the SEC are
incorporated by reference in this registration statement:

o        our annual report on Form 10-KSB for the fiscal year ended March 31,
         2001;

o        our quarterly reports on Form 10-QSB for the quarters ended June 30,
         2001 September 30, 2001 and December 31, 2001; and

o        our current report on Form 8-K/A dated June 6, 2001 and filed with the
         SEC on August 8, 2001, amending our Form 8-K filed with the SEC on June
         20, 2001.

         All documents subsequently filed by us 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 the securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part of
this registration statement from the respective date of filing. Any statement
contained in a document incorporated by reference in this registration statement
will be modified or superseded for all purposes to the extent that a statement
contained in this registration statement or in any other subsequently filed
document which is incorporated by reference modifies or replaces such statement.

Item 4.           Description of Securities.

         We are authorized to issue 55,035,425 shares of capital stock
consisting of 50,000,000 shares of common stock, par value $0.001 per share,
5,000,000 shares of preferred stock, par value $0.001 per share, and 35,425
shares of Series A convertible preferred stock, par value $0.001 per share.

         The holders of common stock have traditional rights as to voting,
dividends and liquidation. All shares of common stock are entitled to one vote
on all matters; there are no pre-emptive rights and cumulative voting is not
allowed. The common stock is not subject to redemption and does not carry any
subscription or conversion rights. In the event of liquidation, the holders of
common stock are entitled to share equally in corporate assets after
satisfaction of all liabilities and payments to any series of preferred stock.

Item 5.           Interests of Named Experts and Counsel.

         Not applicable.

                                       2
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 and 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:

o        that a Delaware corporation is required to indemnify a director,
         officer, employee, or agent 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;

o        that indemnification provided for by Section 145 shall not be deemed
         exclusive of any other rights to which the indemnified party may be
         entitled;

o        that indemnification provided for by Section 145 shall, unless
         otherwise provided when authorized or ratified, continue as to a person

                                       3
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

o        that a Delaware corporation may purchase and maintain insurance on
         behalf of its directors or officers against any such liability asserted
         against them as directors or officers or arising out of their status as
         directors or officers 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 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:

o        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;

o        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

o        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.

  Exhibit No.   Description

      3.1       Certificate of Amendment of Certificate of Incorporation
                of Mobilepro Corp.

      4.1       2001 Equity Performance Plan

      5.1       Opinion of Graubard Miller

     23.1       Consent of Mantyla McReynolds, Certified Public Accountants

     23.2       Consent of Graubard Miller (included in Exhibit 5.1)

                                       4
Item 9.           Undertakings.

         (a)      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 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.

                  (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.

         (b)      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 Section 15(d) of the Securities
                  Exchange Act of 1934 (and, where applicable, each filing 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.

         (c)      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
                  registration of 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.

                                       5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 Hoffman Estates, State of Illinois, on this 29th day
of November, 2001.

                                                    MOBILEPRO CORP.

                                                    By:   /s/ Scott R. Smith
                                                       -------------------------
                                                       Scott R. Smith, President

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.

         Signature                    Title                    Date
         ---------                    -----                    ----

        /s/ Scott R. Smith            President, Chief         November 29, 2001
        Scott R. Smith                Executive Officer
                                      and Chairman
EXHIBIT INDEX

Exhibit         Description

   3.1          Certificate of Amendment of Certificate of Incorporation of
                Mobilepro Corp.

   4.1          2001 Equity Performance Plan

   5.1          Opinion of Graubard Miller

  23.1          Consent of Mantyla McReynolds, Certified Public Accountants

  23.2          Consent of Graubard Miller (included in Exhibit 5.1)