##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-QSB/A

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended September 30, 2001

Commission File Number       002-97869-D

MOBILEPRO CORP.

(Exact name of registrant as specified in charter)

|                                |  |                    
|------------------------------- |  | -------------------
|DELAWARE                        |  | 87-0419571         
|(State or other jurisdiction of |  | (I.R.S. Employer   
|incorporation or organization)  |  | Identification No.)

|                                                 |  |           
|------------------------------------------------ |  | ----------
|3204 Tower Oaks Blvd., Suite 350, Rockville , MD |  | 20852     
|(Address of principal executive offices)         |  | (Zip Code)

|                                                   |  |               
|-------------------------------------------------- |  | --------------
|Registrants telephone number, including area code |  | (301) 230-9125

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X      No

State the number of shares outstanding of each of the issuers classes of
common equity, as of the latest practicable date: As of November 12, 2001, the
Company had outstanding 16,762,203 shares of its common stock, par value
$0.001.





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##### 



TABLE OF CONTENTS

|                        |                                                             |      |  |    | 
|----------------------- | ----------------------------------------------------------- | ---- |  | -- | 
|ITEM NUMBER AND CAPTION |                                                             | PAGE
|                        |                                                             |      |  |   
|PART I                  |                                                             |      |  |   
|                        |                                                             |      |  |   
|                        | ITEM 1. FINANCIAL STATEMENTS                                |      |  | 3  | 
|                        | ITEM 2. MANAGEMENTS DISCUSSION AND PLAN OF OPERATIONS      |      |  | 7  | 
|                        |                                                             |      |  |   
|PART II                 |                                                             |      |  |   
|                        | ITEM 1. LEGAL PROCEEDINGS                                   |      |  | 12 | 
|                        | ITEM 2. CHANGES IN SECURITIES                               |      |  | 12 | 
|                        | ITEM 3. DEFAULTS UPON SENIOR SECURITIES                     |      |  | 12 | 
|                        | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |      |  | 12 | 
|                        | ITEM 5. OTHER INFORMATION                                   |      |  | 12 | 
|                        | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                    |      |  | 12 | 





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##### 



ITEM 1. FINANCIAL STATEMENTS

MobilePro Corp.
(A Development Stage Company)
Consolidated Balance Sheet
September30, 2001

|                     |                                                                                                               |  |               |            |  
|-------------------- | ------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | -
|                     |                                                                                                               |  | Unaudited    
|                     |                                                                                                               |  | September 30,
|                     |                                                                                                               |  | 2001         
|                     |                                                                                                               |  |              
|Assets               |                                                                                                               |  |               |           
|                     | Current Assets:                                                                                               |  |               |            |  
|                     | Cash                                                                                                          |  | $             | 12,493     |  
|                     |                                                                                                               |  |               |           
|                     | Total Current Assets                                                                                          |  |               | 12,493     |  
|                     |                                                                                                               |  |               |           
|                     | Other Assets:                                                                                                 |  |               |            |  
|                     | Equipment                                                                                                     |  |               | 299        |  
|                     | Deposits                                                                                                      |  |               | 1,900      |  
|                     |                                                                                                               |  |               |           
|                     | Total Assets                                                                                                  |  | $             | 14,692     |  
|                     |                                                                                                               |  |               |           
|                     |                                                                                                               |  |               |           
|Liabilities          |                                                                                                               |  |               |           
|                     | Current Liabilities:                                                                                          |  |               |            |  
|                     | Accounts Payable                                                                                              |  |               | 164,125    |  
|                     | Accrued Liabilities                                                                                           |  |               | 225,705    |  
|                     | Short-term Notes Payable                                                                                      |  |               | 100,000    |  
|                     |                                                                                                               |  |               |            |  
|                     | Total Current Liabilities                                                                                     |  |               | 489,830    |  
|                     |                                                                                                               |  |               |           
|                     | Long-term Liabilities                                                                                         |  |               |            |  
|                     | Notes Payable                                                                                                 |  |               | 64,516     |  
|                     |                                                                                                               |  |               |           
|                     | Total Liabilities                                                                                             |  |               | 554,346    |  
|                     |                                                                                                               |  |               |           
|Shareholders Equity |                                                                                                               |  |               |           
|                     | Convertible Preferred Stock  35,425 shares authorized,
$.001 par value; 35,378 shares issued and outstanding |  |               | 35         |  
|                     | Preferred Stock  5,000,000 shares authorized,
$.001 par value; 0 shares issued and outstanding               |  |               |            |  
|                     | Common Stock 50,000,000 shares authorized,
$.001 par value; 16,737,196 shares issued and outstanding         |  |               | 16,737     |  
|                     | Additional Paid-in Capital                                                                                    |  |               | 1,266,847  |  
|                     | Deficit Accumulated during the Development Stage                                                              |  |               | (1,823,273 | )
|                     |                                                                                                               |  |               |           
|                     | Total Shareholders Equity (Deficit)                                                                          |  |               | (539,654   | )
|                     |                                                                                                               |  |               |           
|                     | Total Liabilities and Shareholder Equity                                                                     |  | $             | 14,692     |  
|                     |                                                                                                               |  |               |           

See notes to financial statements.





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##### 



Mobilepro Corp.
(A Development Stage Company)
Consolidated Statement of Operations
   30-Sep-01

|                     |                                     |                    |   |              |            |            |   |              |            |            |   |                 |            |   |   |         |            |   |   |           |            |  
|-------------------- | ----------------------------------- | ------------------ | - | ------------ | ---------- | ---------- | - | ------------ | ---------- | ---------- | - | --------------- | ---------- | - | - | ------- | ---------- | - | - | --------- | ---------- | -
|                     |                                     |                    |   |              |            |            |   |              |            |            |   |                 |            |   |   |         |            |   |   | Unaudited
|                     |                                     |                    |   | Unaudited    |            | Unaudited  |   | Unaudited    |            | Unaudited  |   | From Inception,
|                     |                                     |                    |   | Three Months |            | Six Months |   | Three Months |            | Six Months |   | (6/13/2000),   
|                     |                                     |                    |   | Ended        |            | Ended      |   | Ended        |            | Ended      |   | Through        
|                     |                                     |                    |   | 30-Sep-01    |            | 30-Sep-01  |   | 30-Sep-00    |            | 30-Sep-00  |   | 30-Sep-01      
|                     |                                     |                    |   |              |            |            |   |              |            |            |   |                
|Revenue              |                                     | $                  |  |              |            | $          |  |              |            | $          |  |                 |            | $ |  |         |            | $ |  |          
|                     |                                     |                    |   |              |            |            |   |              |            |            |   |                 |            |   |   |         |            |   |   |          
|Cost of Goods Sold   |                                     |                    |  |              |            |            |  |              |            |            |  |                 |            |   |  |         |            |   |  |          
|                     |                                     |                    |   |              |            |            |   |              |            |            |   |                 |            |   |   |         |            |   |   |          
|                     |                                     | Gross Profit       |   |              |           |            |   |              |           |            |   |                 |           |   |   |         |           |   |   |           |           |  
|                     |                                     |                    |   |              |            |            |   |              |            |            |   |                 |            |   |   |         |            |   |   |          
|Expenses             |                                     |                    |   |              |            |            |   |              |            |            |   |                 |            |   |   |         |            |   |   |          
|                     | General and Administrative
Expenses |                    |   | 359,737      |            |            |   | 818,309      |            |            |   | 318,308         |            |   |   | 318,308 |            |   |   | 1,381,143 |           
|                     | Research and Development            |                    |   | 1,543        |            |            |   | 1,543        |            |            |   | 446,359         |            |   |   | 446,359 |            |   |   | 447,902   |           
|                     |                                     |                    |   |              |            |            |   |              |            |            |   |                 |            |   |   |         |            |   |   |          
|                     |                                     | Total Expenses     |   |              | 361,280    |            |   |              | 819,852    |            |   |                 | 764,667    |   |   |         | 764,667    |   |   |           | 1,829,045  |  
|                     |                                     |                    |   |              |            |            |   |              |            |            |   |                 |            |   |   |         |            |   |   |          
|Other Income/Expense |                                     |                    |   |              |            |            |   |              |            |            |   |                 |            |   |   |         |            |   |   |          
|                     | Interest Income                     |                    |   | 56           |            |            |   | 56           |            |            |   |                |            |   |   |        |            |   |   | 56        |           
|                     | Other Income                        |                    |   | 5,716        |            |            |   | 5,716        |            |            |   |                |            |   |   |        |            |   |   | 5,716     |           
|                     |                                     |                    |   |              |            |            |   |              |            |            |   |                 |            |   |   |         |            |   |   |          
|                     |                                     | Total Other Income |   |              | 5,772      |            |   |              | 5,772      |            |   |                 |           |   |   |         |           |   |   |           | 5,772      |  
|                     |                                     |                    |   |              |            |            |   |              |            |            |   |                 |            |   |   |         |            |   |   |          
|                     |                                     | Net Loss           |   | $            | (355,508   | )          |   | $            | (814,080   | )          |   | $               | (764,667   | ) |   | $       | (764,667   | ) |   | $         | (1,823,273 | )
|                     |                                     |                    |   |              |            |            |   |              |            |            |   |                 |            |   |   |         |            |   |   |          
|                     |                                     |                    |   |              |            |            |   |              |            |            |   |                 |            |   |   |         |            |   |   |          
|                     |                                     | Loss per share     |   | $            | (0.023     | )          |   | $            | (0.054     | )          |   | $               | (0.066     | ) |   | $       | (0.066     | ) |   | $         | (0.120     | )
|                     |                                     |                    |   |              |            |            |   |              |            |            |   |                 |            |   |   |         |            |   |   |          
|                     |                                     |                    |   |              |            |            |   |              |            |            |   |                 |            |   |   |         |            |   |   |          
|                     |                                     | Shares outstanding |   |              | 15,517,196 |            |   |              | 15,202,196 |            |   |                 | 11,660,065 |   |   |         | 11,660,065 |   |   |           | 15,212,196 |  
|                     |                                     |                    |   |              |            |            |   |              |            |            |   |                 |            |   |   |         |            |   |   |          

See notes to financial statements





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##### 



Mobilepro Corp.
(A Development Stage Company)
Condensed Consolidated Statement of Cash Flows
30-Sep-01

|                                                                            |                                                   |                                              |                                           |   |              |          |            |   |              |          |            |   |                 |         |          |   |         |         |            |   |           |          |  
|--------------------------------------------------------------------------- | ------------------------------------------------- | -------------------------------------------- | ----------------------------------------- | - | ------------ | -------- | ---------- | - | ------------ | -------- | ---------- | - | --------------- | ------- | -------- | - | ------- | ------- | ---------- | - | --------- | -------- | -
|                                                                            |                                                   |                                              |                                           |   |              |          |            |   |              |          |            |   |                 |         |          |   |         |         |            |   | Unaudited
|                                                                            |                                                   |                                              |                                           |   | Unaudited    |          | Unaudited  |   | Unaudited    |          | Unaudited  |   | From Inception,
|                                                                            |                                                   |                                              |                                           |   | Three Months |          | Six Months |   | Three Months |          | Six Months |   | (6/13/2000),   
|                                                                            |                                                   |                                              |                                           |   | Ended        |          | Ended      |   | Ended        |          | Ended      |   | Through        
|                                                                            |                                                   |                                              |                                           |   | 30-Sep-01    |          | 30-Sep-01  |   | 30-Sep-00    |          | 30-Sep-00  |   | 30-Sep-01      
|                                                                            |                                                   |                                              |                                           |   |              |          |            |   |              |          |            |   |                
|Net Loss                                                                    |                                                   | $                                            | (814,080                                  | ) |              | $        | (814,080   | ) |              | $        | (764,667   | ) |                 | $       | (764,667 | ) |         | $       | (1,823,273 | )
|                                                                            |                                                   |                                              |                                           |   |              |          |            |   |              |          |            |   |                 |         |          |   |         |         |            |  
|Adjustments to reconcile net loss to net cash used by
operating activities: |                                                   |                                              |                                           |   |              |          |            |   |              |          |            |   |                 |         |          |   |         |         |            |  
|                                                                            |                                                   | Issued stock for services and development    |                                           |   | 639,660      |          |            |   | 639,660      |          |            |   | 546,459         |         |          |   | 546,459 |         |            |   | 1,233,519 |         
|                                                                            |                                                   | Increase in termination settlement liability |                                           |   |             |          |            |   |             |          |            |   |                |         |          |   |        |         |            |   | 50,000    |         
|                                                                            |                                                   | Increase in deposits                         |                                           |   | (1,900       | )        |            |   | (1,900       | )        |            |   |                |         |          |   |        |         |            |   | (1,900    | )       
|                                                                            |                                                   | Increase (decrease) in current liabilities   |                                           |   | 74,530       |          |            |   | 74,530       |          |            |   | 170,750         |         |          |   | 170,750 |         |            |   | 389,830   |         
|                                                                            |                                                   |                                              |                                           |   |              |          |            |   |              |          |            |   |                 |         |          |   |         |         |            |  
|                                                                            |                                                   |                                              | Net Cash Used by Operating Activities     |   |              | (101,790 | )          |   |              | (101,790 | )          |   |                 | (47,458 | )        |   |         | (47,458 | )          |   |           | (151,824 | )
|                                                                            |                                                   |                                              |                                           |   |              |          |            |   |              |          |            |   |                 |         |          |   |         |         |            |  
|Cash Flows Provided by Investing Activities:                                |                                                   |                                              |                                           |   |              |          |            |   |              |          |            |   |                 |         |          |   |         |         |            |  
|                                                                            |                                                   | Purchase of computer equipment               |                                           |   | (299         | )        |            |   | (299         | )        |            |   |                |         |          |   |        |         |            |   | (299      | )       
|                                                                            |                                                   |                                              |                                           |   |              |          |            |   |              |          |            |   |                 |         |          |   |         |         |            |  
|                                                                            |                                                   |                                              | Net Cash Provided by Investing Activities |   |              | (299     | )          |   |              | (299     | )          |   |                 |        |          |   |         |        |            |   |           | (299     | )
|                                                                            |                                                   |                                              |                                           |   |              |          |            |   |              |          |            |   |                 |         |          |   |         |         |            |  
|Cash Flows Provided by Financing Activities:                                |                                                   |                                              |                                           |   |              |          |            |   |              |          |            |   |                 |         |          |   |         |         |            |  
|                                                                            |                                                   | Increase in loans                            |                                           |   | 114,516      |          |            |   | 114,516      |          |            |   | 50,000          |         |          |   | 50,000  |         |            |   | 164,616   |         
|                                                                            |                                                   |                                              |                                           |   |              |          |            |   |              |          |            |   |                 |         |          |   |         |         |            |  
|                                                                            |                                                   |                                              | Net Cash Provided by Investing Activities |   |              | 114,516  |            |   |              | 114,516  |            |   |                 | 50,000  |          |   |         | 50,000  |            |   |           | 164,616  |  
|Net Increase (Decrease) in Cash                                             |                                                   |                                              | 12,427                                    |   |              |          | 12,427     |   |              |          | 2,542      |   |                 |         | 2,542    |   |         |         | 12,493     |  
|Cash Balance at Beginning of Period                                         |                                                   |                                              | 5,940                                     |   |              |          | 66         |   |              |          |           |   |                 |         |         |   |         |         |           |  
|                                                                            |                                                   |                                              |                                           |   |              |          |            |   |              |          |            |   |                 |         |          |   |         |         |            |  
|Cash Balance at End of Period                                               |                                                   |                                              | 18,367                                    |   |              |          | 12,493     |   |              |          | 2,542      |   |                 |         | 2,542    |   |         |         | 12,493     |  
|                                                                            |                                                   |                                              |                                           |   |              |          |            |   |              |          |            |   |                 |         |          |   |         |         |            |  
|                                                                            |                                                   |                                              |                                           |   |              |          |            |   |              |          |            |   |                 |         |          |   |         |         |            |  
|                                                                            | Supplemental Disclosures of Non-Cash Information: |                                              |                                           |   |              |          |            |   |              |          |            |   |                 |         |          |   |         |         |            |   |          
|                                                                            |                                                   | Issued stock for services and development    |                                           |   | 639,660      |          |            |   | 639,660      |          |            |   | 546,359         |         |          |   | 546,359 |         |            |   | 1,233,519 |         

See notes to financial statements





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##### 



NOTES TO FINANCIAL STATEMENTS
September 30, 2001
(Unaudited)



|1. |  | GENERAL
|-- |  | -------

The accompanying condensed consolidated financial statements have been prepared
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
condensed financial statements be read in conjunction with the financial
statements and notes thereto included in the Companys Annual Report on Form
10-KSB for the year ended March 31, 2001.



|2. |  | MATERIAL EVENTS
|-- |  | ---------------

In April 2001, the Company reorganized pursuant to a Plan of Merger wherein the
Companys domicile was changed from Utah to Delaware, and the Companys common
stock was reverse split on the basis of 1 new share for every 100 shares
outstanding. As a result of the Merger and reverse split the Company is
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. In April 2001, the 1,000 Class C
Preferred shares were converted to 6,877,678 shares of common stock. On June 6,
2001, the Company and Mobilepro Corp., a Delaware corporation (Mobilepro),
entered into an Agreement and Plan of Merger dated as of June 1, 2001 (Merger
Agreement). Under the Merger Agreement, Mobilepro merged with and into
CraftClick, with CraftClick being the surviving corporation and the certificate
of incorporation and bylaws of CraftClick being the constituent documents of
the surviving corporation. In connection with the Merger, CraftClick issued
8,227,663 shares of common stock to Ms. JoAnn Smith representing approximately
55% of the post split 14,907,196 issued and outstanding shares of common stock
of CraftClick immediately after the Merger. Ms. Smith is the wife of Mr. Scott
R. Smith, the President, Chief Executive Officer and Chairman of CraftClick
after the Merger. Ms. Smith will be the single largest stockholder of
CraftClick after the Merger. In July 2001 the Company changes its name to
Mobilepro Corp.



|3. |  | ISSUANCE OF COMMON STOCK
|-- |  | ------------------------

During the quarter ended September 30, 2001 the Company issued 1,500,000 shares
of its common stock for services rendered. These services were valued at $0.165
per share or a total of $247,500. The Company also issued 330,000 shares of its
common stock pursuant to the exercise of a special warrant that was issued as a
part of the reverse merger agreement with CraftClick.com, Inc. The conversion
price of this warrant was $330 or $0.001 per share, the par value of the common
stock. The value of these issuances was included in the financials presented
herein.





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##### 



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward Looking Statements

When used in this Form 10QSB and in future filings by Mobilepro Corp. with the
Securities and Exchange Commission, the words or phrases will likely result,
management expects, or we expect, will continue, is anticipated,
estimated, or similar expression or use of the future tense, are intended to
identify forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Readers are cautioned not to place
undue reliance on any such forward-looking statements, each of which speak only
as of the date made. These statements are subject to risks and uncertainties,
some of which are described below and others are described in other parts of
this Form 10QSB. Actual results may differ materially from historical earnings
and those presently anticipated or projected. We have no obligation to publicly
release the result of any revisions that may be made to any forward-looking
statements to reflect anticipated events or circumstances occurring after the
date of such statements.

Business

Mobilepro Corp. is a development stage company originally incorporated in
California in January 1999. We currently trade on the Over-the-Counter Bulletin
Board under the stock symbol MBPO. The following is a business history of the
Company.

The Company was first organized in June 1988 as Bud Corp.. The Company changed
its name to Tecon, Inc. in July 1992. In May 1999 we became Buyit.com, Inc.
The name of the Company was changed to CraftClick.com, Inc. on January 4,
2000, as a result of changing our business strategy and focus, which was to
become the premier destination for buyers and sellers of arts & 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 we began to cease our business operations in October 2000. We
subsequently disposed of substantially all of our assets in February of 2001
when secured creditors foreclosed on loans made to us.

In April 2001, CraftClick reorganized pursuant to a Plan of Merger wherein our
domicile was changed from Utah to Delaware, and our common stock was 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).

Business Strategy

We are a development stage company. We can give no assurances that we will be
able to accomplish our business goals, generate sufficient revenues to be
profitable, obtain adequate capital funding or continue as a going concern. Our
independent auditors have issued a going-concern opinion for the year ended
March 31, 2001, which raises substantial doubt as to our ability to continue
our business operations.

We intend to develop and market integrated mobile data solutions built on an
integrated wireless data communication platform referred to as a ``Corporate
Digital Assistant (CDA). We will target our mobile solutions to Fortune
1000 companies in need of highly mobile data solutions incorporating corporate
email





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##### 



access and local processing of and access to enterprise database applications
such as sales force automation and patient information management within the
health care industry.

Our goal is to offer products and services for the mobile business
professional. This includes developing mobile information solutions for web
based and enterprise business applications. The intent is to provide these
professionals with the accessibility to the vital information necessary to
perform their assigned responsibilities, which could improve sales and customer
service for their clients.

A part of our business systems solution includes a wireless based Corporate
Digital Assistant (CDA) device platform, subscription based portal and
wireless services and mobile information client application development
services. We believe the benefit of these components as part of a business
solution is that each component will be integrated to work with all other
components. We also believe that the customers will realize lower costs in
utilizing a mobile business strategy while enjoying increased reliability,
performance, security and a centralized administration of their business
functions.

Our planned product offerings and services include:



|1) |  | Corporate Digital Assistant (CDA) Wireless Data Mobile Devices                   
|-- |  | -----------------------------------------------------------------------------------
|2) |  | Wireless and ISP Connection Services (Subscription Requirement)                    
|3) |  | Wireless Corporate and End User Portal Optimization Services
(Subscription Options)
|4) |  | Vertical Market Client Application Development Services                            
|5) |  | Mobile Information Solution Consulting                                             

We also intend to market wireless communication service access as part of our
system. Wireless service partners for domestic and international markets will
be identified as we develop our products. To that end, we have begun to
establish relationships with wireless carriers for connectivity services. We
have not finalized any agreements with any of these carriers as of the date of
this filing and cannot assure you that our negotiations will be successful in
obtaining the needed connectivity services.

We have contacted Taiwan based manufacturers for product development,
prototyping and production agreements of our CDA. None of these agreements have
been finalized as of this date and no assurances can be given that any
agreements will be forthcoming.

Our goal is to have a prototype CDA devise available in the first quarter of
calendar year 2002. A global financial services company has been identified and
has agreed to be a Beta site once we have completed our prototype.

Our wireless portal will provide information that is formatted towards CDAs,
PDAs and other handheld devices. The portal interface design will be focused
on providing the personal user with basic and subscription level features such
as an Internet based calendar and contact management, travel information access
and the news and financial information feeds available from typical desk top
portals such as Yahoo or AOL. This will be offered through a user defined
content page. Our portal will include, as part of the subscription services,
wireless based email and messaging services. We plan to add paging and/or voice
wireless services through the portal within twelve months as the technology is
deployed. We also plan to be involved with corporate information technology
departments to develop custom functional interfaces that meet their business
needs.

There are no assurances that our products, once developed, will be accepted or
marketable to our intended customers.

The marketing efforts will generally be targeted toward those mobile
professionals that have a continuous need to have access to vertically
integrated business application data and services while traveling outside of
the home office. We anticipate that our target market will consist of local
sales professionals and local field technicians who spend a significant amount
of time traveling. On a national level, sales and marketing representatives as
well as executives and technicians who travel extensively to cover a much wider
market will also be targeted for our products and services. Multilevel
marketing companies who employ thousands





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of representatives could also represent a significant opportunity. We plan to
continue defining and expanding our target markets, such as the international
market of mobile professionals, as we proceed with our plan.

We plan to create sales and distribution alliances with other specialized
companies in various business sectors. Such alliances could include information
technology consulting practices, application service providers, Internet
service providers, computer OEMs and wireless data service providers.

We intend to employ a direct sales force that will focus on Fortune 1000
companies as well as small to mid-size corporations that are generally
neglected by the larger consulting companies. Initially, the sales force will
be an outside direct sales organization that can leverage existing
relationships. In the future, we plan to bring some or all of these activities
in house.

Additional marketing efforts include the pursuit of a company in the United
Kingdom. This entity will be responsible for the distribution of our products
and mobile consulting services in the European market. We have begun our due
diligence process in connection with this potential acquisition, however, we
can give no assurance that this or any other acquisition will be successful.

We have many competitors, many of whom are well-recognized brand names and are
well financed. Some of the better known competitors include; Casio E-115,
Compaq iPaq , Handspring, Palm V, Palm VII and Symbol. There are several more
manufacturers including Sony (product based on Palm OS), Hewlett-Packard
(product based on Pocket PC, similar to the iPaq) and Handera. To differentiate
our products from that of our competition, we have obtained a trademark for our
hardware called a Corporate Digital Assistant or CDA. The primary distinction
between a Personal Digital Assistant or PDA and our CDA is that the PDA focus
is clearly on the personal consumer and their needs, whereas our CDA is
targeted toward the corporate users who have a need for information use and
access in a business environment. We may not be able to overcome the strengths
of our competitors.

Financial Condition and Changes in Financial Condition

Overall Operating Results:

We had no revenues for the quarter ended September 30, 2001.

Operating expenses for the quarter ended September 30, 2001 were approximately
$361,300. We incurred non-cash charges of approximately $247,500 for the
issuance of 1,500,000 shares of our common stock for services rendered. In
addition, we issued 330,000 shares of our common stock pursuant to the exercise
of a special warrant that was granted as a part of the reverse merger with
CraftClick. The exercise value of this warrant was $330. The primary cash
expenses incurred for the quarter were approximately $32,200 incurred for
professional fees such as legal, accounting and public relations. Outside
consulting services were $5,000 for securities fees, transfer agent and
web/internet design. Payroll and related benefits were $23,200. The remaining
expenses included general administrative expenses of operating a start up
business.

Operating expenses for the six months ended September 30, 2001 were
approximately $818,300. We incurred approximately $92,400 for legal, public
relations and accounting services rendered in connection with the registration
of our common stock with the Securities and Exchange Commission (SEC) as well
as the compliance filings required by the SEC. We also incurred approximately
$639,700 for professional fees, which were incurred for the issuance of common
stock in lieu of cash for consulting fees and officers salary. In addition, we
accrued approximately $69,000 for salary due our chief executive officer and
president as part of his employment agreement. This salary accrual will
eventually be paid in cash should we obtain adequate funding to implement our
business plan.

Operating Losses





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Our net operating loss for the quarter ended September 30, 2001 was
approximately $355,500. For the six months ended September 30, 2001, our net
operating loss was approximately $814,100. These losses were incurred primarily
as a result of the aforementioned incurred expenses.

We have accumulated approximately $1,823,300 of net operating loss
carryforwards as of September 30, 2001, that may be offset against future
taxable income. There will be limitations on the amount of net operating loss
carryforwards that can be used due to the change in the control of the
management of the Company. No tax benefit has been reported in the financial
statements, because we believe there is a 50% or greater chance the
carryforwards will expire unused. Accordingly, the potential tax benefits of
the loss carryforwards is offset by a valuation allowance of the same amount.

Liquidity and Capital Resources:

We do not currently have any revenues, liquidity or capital resources as we
move forward into our new business venture and our independent auditors have
issued an audit opinion as of March 31, 2001 that raises substantial doubt as
to our ability to continue as a going concern. We will need additional
financing in order to implement our business plan and continue business. We do
not currently have a source for any additional financing and we cannot give any
assurances that we will be able to secure any financing.

Plan of Operation

The Company will need additional financing and may use a private placement
offering or debt financing to raise such additional funds, to be used for the
following:



|1) |  | Design and launch an Internet portal that is tailored to the unique
characteristics of wireless data access, portable device formatting, and
vertical application service tie-ins.                                                                                                                                                                               
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2) |  | Launch a uniquely designed wireless data portable CDA device that has
mobile data communications as an embedded core function through both
wireless and wireline connectivity options.                                                                                                                                                                           
|3) |  | Exploit direct and indirect distribution channels for our products and
services.                                                                                                                                                                                                                                                                                 
|4) |  | Develop business partnerships that embrace us as the exclusive business
market mobile information solution provider for accessing corporate
database applications and enabling full Email mobile support. We are
currently in discussions with several Fortune 500 companies interested in
an alliance with us for private labeling of our products and services.
|5) |  | Launch offshore manufacturing and software development enterprises to
support our business goals.                                                                                                                                                                                                                                                                
|6) |  | Develop plans for extending our solution offerings for use in additional
global markets such as Europe, South America and Asia.                                                                                                                                                                                                                                  

We have not initiated any private placement offerings as of this filing and we
cannot give any assurances that we will be successful in raising any capital.

Employees

We currently employ one person. Mr. Scott R. Smith is our President, Chief
Executive Officer and Chairman. Mr. Smith devotes 100% of his business time to
the affairs of the company. If the business grows as we plan, we anticipate
that we will need additional persons to fill administrative, sales and
technical positions.

New Accounting Pronouncements

We have adopted FASB Statement 128. It is not expected that we will be impacted
by other recently issued standards. FASB Statement 128 presents new standards
for computing and presenting earnings per share (EPS). The Statement is
effective for financial statements for both interim and annual periods ending
after December 15, 1997.





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FASB Statement 131 presents news standards for disclosures about segment
reporting. We do not believe that this accounting standard applies to us as all
of our operations are integrated for financial reporting and decision-making
purposes.

Inflation

The Companys results of operations have not been affected by inflation and
management does not expect inflation to have a significant effect on its
operations in the future.





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PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. CHANGES IN SECURITIES

On September 6, 2001, the Company issued 1,500,000 shares of its common stock
for services rendered. These services were valued at $0.165 per share or a
total of $247,500. The Company believes the issuance of the stock to be exempt
from registration under Section 4(2) of the Securities Act.

On August 1, 2001, the Company also issued 330,000 shares of its common stock
pursuant to the exercise of a special warrant that was issued as a part of the
reverse merger agreement with CraftClick.com, Inc. The conversion price of this
warrant was $330 or $0.001 per share, the par value of the common stock. The
Company believes the issuance of the stock to be exempt from registration under
Section 4(2) of the Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

Mr. Howard Geisler resigned from the board of directors and as the Company
secretary during the quarter ended September 30, 2001 to pursue other business
interests. We are currently searching for a qualified replacement for Mr.
Geisler to fill those positions.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

b)    Reports on Form 8-K

None





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Signatures

In accordance with the requirements of the Exchange Act, the Company caused
this Quarterly Report to be signed on its behalf by the undersigned, thereunto
duly authorized.

|                |      |  |                                                                                                                                                     
|--------------- | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|MobilePro Corp.
|               
|                | By   |  | /s/  Arne Dunhem                                    .
Arne Dunhem,
President and Chief Executive Officer
(Principal executive and financial officer)
|               
|                | Date |  | July 3, 2002