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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 June 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 July 31, 2001, the
Company had outstanding 14,907,196 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                                   |      |  | 13 | 
|                        | ITEM 2. CHANGES IN SECURITIES                               |      |  | 13 | 
|                        | ITEM 3. DEFAULTS UPON SENIOR SECURITIES                     |      |  | 13 | 
|                        | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |      |  | 13 | 
|                        | ITEM 5. OTHER INFORMATION                                   |      |  | 13 | 
|                        | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                    |      |  | 13 | 





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ITEM 1. FINANCIAL STATEMENTS

MobilePro Corp.
(A Development Stage Company)
Consolidated Balance Sheet
June 30, 2001

|                     |                                                                                                               |  |           |            |  
|-------------------- | ------------------------------------------------------------------------------------------------------------- |  | --------- | ---------- | -
|                     |                                                                                                               |  | Unaudited
|                     |                                                                                                               |  | June 30, 
|                     |                                                                                                               |  | 2001     
|                     |                                                                                                               |  |          
|Assets               |                                                                                                               |  |           |           
|                     | Current Assets:                                                                                               |  |           |            |  
|                     | Cash                                                                                                          |  | $         | 5,940      |  
|                     |                                                                                                               |  |           |           
|                     | Total Current Assets                                                                                          |  |           | 5,940      |  
|                     |                                                                                                               |  |           |           
|                     | Total Assets                                                                                                  |  | $         | 5,940      |  
|                     |                                                                                                               |  |           |           
|                     |                                                                                                               |  |           |           
|Liabilities          |                                                                                                               |  |           |           
|                     | Current Liabilities:                                                                                          |  |           |            |  
|                     | Accounts Payable                                                                                              |  |           | 141,902    |  
|                     | Accrued Liabilities                                                                                           |  |           | 223,750    |  
|                     | Short-term Notes Payable                                                                                      |  |           | 72,264     |  
|                     |                                                                                                               |  |           |            |  
|                     | Total Current Liabilities                                                                                     |  |           | 437,916    |  
|                     |                                                                                                               |  |           |           
|                     | 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; 14,907,203 shares issued and outstanding         |  |           | 14,907     |  
|                     | Additional Paid-in Capital                                                                                    |  |           | 1,020,847  |  
|                     | Deficit Accumulated during the Development Stage                                                              |  |           | (1,467,765 | )
|                     |                                                                                                               |  |           |           
|                     | Total Shareholders Equity (Deficit)                                                                          |  |           | (431,976   | )
|                     |                                                                                                               |  |           |           
|                     | Total Liabilities and Shareholder Equity                                                                     |  | $         | 5,940      |  
|                     |                                                                                                               |  |           |           

See notes to financial statements.





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MobilePro Corp.
(A Development Stage Company)
Consolidated Statement of
Operations
June 30, 2001

|                   |                            |                |              |            |         |               |          |                |           |   |            |  
|------------------ | -------------------------- | -------------- | ------------ | ---------- | ------- | ------------- | -------- | -------------- | --------- | - | ---------- | -
|                   |                            |                |              |            |         | Unaudited     |          | Unaudited     
|                   |                            |                |              |            |         | Three Months  |          | From Inception
|                   |                            |                |              |            |         | Ended         |          | Through       
|                   |                            |                |              |            |         | June 30, 2001 |          | June 30, 2001 
|                   |                            |                |              |            |         |               |          |               
|Revenue            |                            | $              |             |            |         | $             |         |               
|                   |                            |                |              |            |         |               |          |               
|Cost of Goods Sold |                            |                |             |            |         |               |         |               
|                   |                            |                |              |            |         |               |          |               
|                   |                            |                | Gross Profit |            |         |              |          |                |           |  |           
|                   |                            |                |              |            |         |               |          |               
|Expenses           |                            |                |              |            |         |               |          |               
|                   | General and Administrative |                |              | 458,572    |         |               |          | 1,021,406      |          
|                   | Expenses                   |                |              |            |         |               |          |                |          
|                   | Research and Development   |                |              |           |         |               |          | 446,359        |          
|                   |                            |                |              |            |         |               |          |               
|                   |                            | Total Expenses |              |            | 458,572 |               |          |                | 1,467,765 |  
|                   |                            |                |              |            |         |               |          |               
|                   |                            |                |              | Net Loss   |         | $             | (458,572 | )              |           | $ | (1,467,765 | )
|                   |                            |                |              |            |         |               |          |               
|                   |                            |                |              |            |         |               |          |               
|                   | Loss per share             |                | $            | (0.03      | )       |               | $        | (0.11          | )        
|                   |                            |                |              |            |         |               |          |               
|                   |                            |                |              |            |         |               |          |               
|                   | Shares outstanding         |                |              | 13,311,698 |         |               |          | 13,283,631     |          
|                   |                            |                |              |            |         |               |          |               

See notes to financial statements





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MobilePro Corp.
(A Development Stage Company)
Condensed Consolidated Statement of Cash Flows
June 30, 2001

|                                                                            |  |               |          |                |  |   |            |  
|--------------------------------------------------------------------------- |  | ------------- | -------- | -------------- |  | - | ---------- | -
|                                                                            |  | Unaudited     |          | Unaudited     
|                                                                            |  | Three Months  |          | From Inception
|                                                                            |  | Ended         |          | Through       
|                                                                            |  | June 30, 2001 |          | June 30, 2001 
|                                                                            |  |               |          |               
|Net Loss                                                                    |  | $             | (458,572 | )              |  | $ | (1,467,765 | )
|                                                                            |  |               |          |                |  |   |            |  
|Adjustments to reconcile net loss to net cash used by
operating activities: |  |               |          |                |  |   |            |  
|Issued stock for services and development                                   |  |               | 391,830  |                |  |   | 985,689    |  
|Increase in termination settlement liability                                |  |               |         |                |  |   | 50,000     |  
|Increase (decrease) in current liabilities                                  |  |               | 50,352   |                |  |   | 365,652    |  
|                                                                            |  |               |          |                |  |   |            |  
|Net Cash Used by Operating Activities                                       |  |               | (16,390  | )              |  |   | (66,424    | )
|                                                                            |  |               |          |                |  |   |            |  
|Cash Flows Provided by Investing Activities                                 |  |               |         |                |  |   |           |  
|                                                                            |  |               |          |                |  |   |            |  
|Net Cash Provided by Investing Activities                                   |  |               |         |                |  |   |           |  
|                                                                            |  |               |          |                |  |   |            |  
|Cash Flows Provided by Financing Activities:                                |  |               |          |                |  |   |            |  
|Increase in loans                                                           |  |               | 22,264   |                |  |   | 72,364     |  
|                                                                            |  |               |          |                |  |   |            |  
|Net Cash Provided by Investing Activities                                   |  |               | 22,264   |                |  |   | 72,364     |  
|                                                                            |  |               |          |                |  |   |            |  
|Net Decrease in Cash                                                        |  |               | 5,874    |                |  |   | 5,940      |  
|                                                                            |  |               |          |                |  |   |            |  
|Cash Balance at Beginning of Period                                         |  |               | 66       |                |  |   |           |  
|                                                                            |  |               |          |                |  |   |            |  
|Cash Balance at End of Period                                               |  | $             | 5,940    |                |  | $ | 5,940      |  
|                                                                            |  |               |          |                |  |   |            |  

See notes to financial statements





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NOTES TO FINANCIAL STATEMENTS
June 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 to
an aggregate of 8,227,663 shares of common stock representing approximately 55%
of 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.





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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. 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

On July 9, 2001, we changed the name of the corporation from CraftClick.com,
Inc. (CraftClick) to Mobilepro Corp. (Mobilepro) and currently trade on the
Over-the-Counter Bulletin Board under the stock symbol MBPO. The following is
a business history of CraftClick and Mobilepro.

CraftClick.com, Inc. incorporated under the laws of the State of California in
January, 1999, as BuyIt.com, Inc. (BuyIt). From inception through March 31,
1999, we engaged in preliminary activities related to the set up of an Internet
auction business. On April 16, 1999, we entered into an Agreement and Plan of
Reorganization (Plan) with Tecon, Inc. (Tecon), a Utah Corporation, wherein
all of the outstanding shares and subscriptions of BuyIt were exchanged for
8,500,000 shares (for the outstanding shares) of common stock of Tecon, and
245,997 shares (for the outstanding subscriptions) of common stock of Tecon. At
the conclusion of all the transactions contemplated in the Plan, BuyIt
shareholders and subscribers owned 8,745,997 shares of the total outstanding
shares of 12,179,249, or 71.9 %. The survivor in the aforementioned combination
was Tecon whose name was changed to BuyIt.com, Inc, simultaneously with the
Plan. We changed our name 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
(Mobilepro), 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. In connection with the Merger, we
issued to Ms. JoAnn Smith, a majority Mobilepro shareholder an aggregate of
8,227,663 shares of common stock representing approximately 55% of the post
split of 14,907,196 issued and outstanding shares of our common stock
immediately after the Merger. Ms. Smith is the wife of Mr. Scott R. Smith, our
current President, Chief Executive Officer and Chairman. Ms. Smith is our
single largest stockholder after the Merger.





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Business Strategy

We are a development stage company and therefore, the following business
strategy contains forward-looking information and we can give no assurances
that we will be able to accomplish our business plan 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.

Our strategy is to position ourselves as a provider of wireless business
solutions for the mobile business professional workforce. We intend to develop
complete mobile information solutions that include products and services such
as wireless handheld devises and Web based enterprise applications. As of yet,
none of the products or services is yet available for sale. As a solutions
provider, we intend to bundle the service and the hardware device into a single
offering. The strategy is for the Company to develop the overall designs of
both the hardware and the software of the devises but to outsource the actual
manufacturing and the detailed software development to existing devise
providers. We intend to distribute the devises with the bundled software
through various distribution channels including direct sales and alliance
partners with co-marketing and referrals. The Web based services will be
developed jointly with strategic development partners and maintained and
operated jointly with ISP and Web-hosting partners. The applications that drive
the demand for this strategy is the ever increasing use of E-mail for business
correspondence and the need for mobile professionals at all levels of an
organization to access corporate data and applications from outside their
offices. Both of these applications provide the mobile professional with the
needed information to increase sales for their company and improve all around
customer service for the benefit of their clients. Customer Relationship
Management, Patient Record Management, Supply Chain Management and Sales Force
Automation are some of the market applications that stand to benefit from our
solution offerings.

We have selected the Intel StrongARM family of microprocessors to be the
wireless data communication platform for our Corporate Digital AssistantTM. We
believe Intels SA-1110 processor, which is designed for high performance and
low power consumption, is the best microprocessor currently on the market for
powering our products. We do not have any agreement with Intel to supply these
products, nor any partnership nor alliance with Intel. We will continually
evaluate other microprocessors that we believe will enhance our products as
they become available on the market.

Products

We intend to offer the following products and services to our customers:



|1) |  | Corporate Digital AssistantTM (CDATM) 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                                             

In addition to offering the above products and services, we also intend to
market wireless service access as part of a complete wireless communication
system. Wireless data service options will be bundled and resold in the United
States market. Wireless service partners for international markets will be
identified as our products and services enter other regions.

Probably the most visible aspect of our Company will be the wireless Internet
portal to be designed, launched and maintained by us. We believe that this is
not only a significant component for our customers but also represents an
opportunity to gain significant brand awareness in the wireless service
industry.

The wireless portal will provide information that is formatted towards CDATMs,
PDAs and other handheld devices. We believe that there are two primary aspects
to the portal interface design. The first is to satisfy the personal user with
basic and subscription level PIM features such as an Internet based calendar
and





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contact management, travel information access and the news and financial
information feeds available from typical desk top portals such as Yahoo. This
will be offered through a user defined content page.

We believe a more lucrative area is that our portal will inherently have
designed into it key components for access to specific vertical market
application services. Since our primary capability is wireless access, our
portal will automatically compress, format and/or clip sites to meet the
demands of small device footprints, which allows for easy viewing and fast
access to data. Our portal will also 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.

Initially, our plan is to keep our portal a closed system for our customers
that purchase and use our CDA platform. As new devices come on the market, that
have the ability to access this portal, we intend to resale this access to
other providers.

We also plan to develop custom interfaces to give our customers maximum
functionality in using application services hosted by service providers or
applications hosted by corporate information technology departments. We will
further extend the value to our customers by offering vertical client
application development services as part of our mobile solution consulting
unit.

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

Marketing

Our products 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 in
vehicles. 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 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 business plan.

We believe that telecommuting and business traveling is expanding rapidly. The
ability to access application services to conduct business and complete
transactions while away from an office desktop computer is the critical
component to success not only for these professionals, but also for the
companies where they are employed. We expect that the demand for complete
mobile information solutions will continue to grow as more companies take on
global sales and support for their products and services.

Our marketing strategy calls for a strong public relations and marketing
communications campaign. To achieve this goal, we plan to enter into a contract
with a public relations firm that has a successful track record in branding
technology companies. The objective for the public relations team is to build
awareness within the management level of corporations about the need for a
mobile information solutions strategy that provides their mobile workforce with
the tools and information they need to be successful. This will be accomplished
by establishing relationships with national businesses, industry trade and
industry media; by distributing our press releases to targeted publications; by
producing bylines and editorials that position us as innovators within the
industry; and by developing relationships with industry analysts.

We plan to create sales and distribution alliances with other specialized
companies in various business sectors. Such alliances include targeted areas
such as the following:



|1) |  | Information Technology Consulting Practices
|-- |  | -------------------------------------------
|  
|2) |  | Application Service Providers              





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|3) |  | Internet Service Providers               
|-- |  | -----------------------------------------
|  
|4) |  | Computer Original Equipment Manufacturers
|  
|5) |  | Wireless Data Service Providers          

If we are successful in establishing viable relationships with these types of
organizations we believe our mobile information solution strategy will bring
significant value added components to the end user customer regardless of the
specific vertical market requirements.

In addition, we intend to employ a direct sales force that will focus on 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.

To provide further brand building and to address the more horizontal market
opportunities, we plan to launch an Internet based e-commerce site to sell our
devices. We believe this is necessary in order to address the multitudes of
mobile professionals who are personally responsible for identifying and
purchasing their own wireless solutions.

We have not established an International distribution strategy at this time. We
have however identified several highly probable sources for distribution in
Asia. Beyond Asia, we believe that establishing a distribution partner for
Europe will also be required. It is also possible that one of our OEM partners
may be interested in taking on European distribution.

We cannot assure you that our marketing efforts will be successful.

Competition

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.

The analysis of our competition will be focused on those products and services
that are similar to ours. We will also identify where we see the wireless
Internet industry as a whole is headed. Our strategy is to develop and market a
complete package for mobile information solutions. We believe this solution
package has the potential to create three primary sources of revenue. The
potential revenue streams are; hardware sales, software and services, and
consulting fees. We have not identified any other company with an integrated
system solution strategy that would compete directly with our products,
however, we can give no assurances that one or more of our competitors will
develop such a solution package.

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 June 30, 2001.

Operating expenses for the quarter ended June 30, 2001 were approximately
$459,000. We incurred approximately $36,000 for legal and accounting services
rendered in connection with the filing of Form S-8





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##### 



for registering our common stock with the Securities and Exchange Commission as
well as the filing of Forms 8-K and the 10KSB. We also incurred approximately
$353,000 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 officer 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

Our net operating loss for the quarter ended June 30, 2001 was approximately
$459,000, which was the result of the aforementioned incurred expenses.

We have accumulated approximately $1,500,000 of net operating loss
carryforwards as of June 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 a going-concern opinion. We will need additional financing in order to
implement our business plan and continue as a going concern. 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 two persons. Mr. Scott R. Smith is our President, Chief
Executive Officer and Chairman. Mr. Howard Geisler is our Secretary and
Director. Mr. Smith devotes 100% of his business time to the affairs of the
company. Mr. Geisler devotes his time on an as needed basis. If the business
grows as





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we plan, we anticipate that we will need additional persons to fill
administrative, sales and technical positions.

Description of Properties

Our offices are located at 141 Adelaide Street West, Suite 1004, Toronto,
Ontario, M5H 3L5.

Pursuant to an oral agreement, we are entitled to use office space otherwise
provided to Mr. Howard Geisler, our secretary and director. In addition, we
receive office services as may be required from time to time. We do not pay any
amount for the office space or services. Any costs of this office are
considered immaterial to the financial statements and accordingly are not
reflected.

We are in the process of locating adequate office in the United States, which
will house our business operations and Mr. Smith our Chief Executive Officer,
President and Chairman of the Board.

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.

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

In April 2001, the 1,000 Class C Preferred shares were converted to 6,877,678
shares of common stock. The Company believes the issuance of the stock to be
exempt from registration under Section 4(2) of the Securities Act.

On June 6, 2001, CraftClick.Com, Inc. a Delaware corporation (CraftClick),
and Mobilepro Corp., a Delaware corporation (Mobilepro), entered into an
Agreement and Plan of Merger dated as of June 1, 2001. Under the Merger
Agreement Mobilepro merged with and into CraftClick, with CraftClick being the
surviving corporation. In connection with the Merger, We issued to Ms. Joann M.
Smith an aggregate of 8,227,663 shares of common stock representing
approximately 55% of our 14,907,196 issued and outstanding shares of 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

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

b)    Reports on Form 8-K

On June 6, 2001, we reported that CraftClick.Com, Inc. a Delaware corporation
(CraftClick), 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 (Merger).

In connection with the Merger, Mr. Scott R. Smith was appointed as a director
of CraftClick by the existing board of directors. After the appointment, Mr.
Mitchell Geisler and Ms. Cindy Roach, two of the then current directors of
CraftClick, Inc. resigned. Mr. Smith was appointed the President and Chief
Executive Officer and Chairman and Mr. Howard Geisler was appointed the
secretary of CraftClick.

In connection with the Merger, CraftClick issued to Ms. Joann M. Smith an
aggregate of 8,227,663 shares of common stock representing approximately 55% of
the 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.

On August 8, 2001, we filed an amended 8-K to include the pre-merger audited
financials of Mobilepro Corp.





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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