##### 



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 December 31, 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 XNo

State the number of shares outstanding of each of the issuers classes of
common equity, as of the latest practicable date: As of February 10, 2002, the
Company had outstanding 3,084,492 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                                   |      |  | 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
December 31, 2001

|                     |                                                                                                               |  |              |            |  
|-------------------- | ------------------------------------------------------------------------------------------------------------- |  | ------------ | ---------- | -
|                     |                                                                                                               |  | Unaudited   
|                     |                                                                                                               |  | December 31,
|                     |                                                                                                               |  | 2001        
|                     |                                                                                                               |  |             
|Assets               |                                                                                                               |  |              |           
|                     | Current Assets:                                                                                               |  |              |            |  
|                     | Cash                                                                                                          |  | $            | 1,216      |  
|                     |                                                                                                               |  |              |           
|                     | Total Current Assets                                                                                          |  |              | 1,216      |  
|                     |                                                                                                               |  |              |           
|                     | Other Assets:                                                                                                 |  |              |            |  
|                     | Equipment                                                                                                     |  |              | 299        |  
|                     | Deposits                                                                                                      |  |              | 1,900      |  
|                     |                                                                                                               |  |              |            |  
|                     | Total Assets                                                                                                  |  | $            | 3,415      |  
|                     |                                                                                                               |  |              |           
|                     |                                                                                                               |  |              |           
|Liabilities          |                                                                                                               |  |              |           
|                     | Current Liabilities:                                                                                          |  |              |            |  
|                     | Accounts Payable                                                                                              |  |              | 110,933    |  
|                     | Accrued Liabilities                                                                                           |  |              | 280,449    |  
|                     | Short-term Notes Payable                                                                                      |  |              | 100,000    |  
|                     |                                                                                                               |  |              |            |  
|                     | Total Current Liabilities                                                                                     |  |              | 491,382    |  
|                     |                                                                                                               |  |              |           
|                     | Long-term Liabilities                                                                                         |  |              |            |  
|                     | Notes Payable                                                                                                 |  |              | 104,055    |  
|                     |                                                                                                               |  |              |            |  
|                     | Total Liabilities                                                                                             |  |              | 595,437    |  
|                     |                                                                                                               |  |              |           
|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; 3,084,492 shares issued and outstanding          |  |              | 3,084      |  
|                     | Additional Paid-in Capital                                                                                    |  |              | 1,280,499  |  
|                     | Deficit Accumulated during the Development Stage                                                              |  |              | (1,875,640 | )
|                     |                                                                                                               |  |              |           
|                     | Total Shareholders Equity (Deficit)                                                                          |  |              | (592,022   | )
|                     | Total Liabilities and Shareholder Equity                                                                     |  | $            | 3,415      |  
|                     |                                                                                                               |  |              |           

See notes to financial statements.





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##### 



Mobilepro Corp.
(A Development Stage Company)
Consolidated Statement of Operations
31-Dec-01

|                     |                                     |                    |   |              |           |             |   |              |           |             |   |                 |            |   |   |         |            |   |   |           |             |  
|-------------------- | ----------------------------------- | ------------------ | - | ------------ | --------- | ----------- | - | ------------ | --------- | ----------- | - | --------------- | ---------- | - | - | ------- | ---------- | - | - | --------- | ----------- | -
|                     |                                     |                    |   |              |           |             |   |              |           |             |   |                 |            |   |   |         |            |   |   | Unaudited
|                     |                                     |                    |   | Unaudited    |           | Unaudited   |   | Unaudited    |           | Unaudited   |   | From Inception,
|                     |                                     |                    |   | Three Months |           | Nine Months |   | Three Months |           | Nine Months |   | (6/13/2000),   
|                     |                                     |                    |   | Ended        |           | Ended       |   | Ended        |           | Ended       |   | Through        
|                     |                                     |                    |   | 31-Dec-01    |           | 31-Dec-01   |   | 31-Dec-00    |           | 31-Dec-00   |   | 31-Dec-01      
|                     |                                     |                    |   |              |           |             |   |              |           |             |   |                
|Revenue              |                                     | $                  |  |              |           | $           |  |              |           | $           |  |                 |            | $ |  |         |            | $ |  |          
|                     |                                     |                    |   |              |           |             |   |              |           |             |   |                 |            |   |   |         |            |   |   |          
|Cost of Goods Sold   |                                     |                    |  |              |           |             |  |              |           |             |  |                 |            |   |  |         |            |   |  |          
|                     |                                     |                    |   |              |           |             |   |              |           |             |   |                 |            |   |   |         |            |   |   |          
|                     |                                     | Gross Profit       |   |              |          |             |   |              |          |             |   |                 |           |   |   |         |           |   |   |           |            |  
|                     |                                     |                    |   |              |           |             |   |              |           |             |   |                 |            |   |   |         |            |   |   |          
|Expenses             |                                     |                    |   |              |           |             |   |              |           |             |   |                 |            |   |   |         |            |   |   |          
|                     | General and Administrative
Expenses |                    |   | 51,796       |           |             |   | 870,105      |           |             |   | 156,639         |            |   |   | 474,947 |            |   |   | 1,432,938 |            
|                     | Research and Development            |                    |   | 572          |           |             |   | 2,115        |           |             |   |                |            |   |   | 446,359 |            |   |   | 448,474   |            
|                     |                                     |                    |   |              |           |             |   |              |           |             |   |                 |            |   |   |         |            |   |   |          
|                     |                                     | Total Expenses     |   |              | 52,367    |             |   |              | 872,220   |             |   |                 | 156,639    |   |   |         | 921,306    |   |   |           | 1,881,412   |  
|                     |                                     |                    |   |              |           |             |   |              |           |             |   |                 |            |   |   |         |            |   |   |          
|Other Income/Expense |                                     |                    |   |              |           |             |   |              |           |             |   |                 |            |   |   |         |            |   |   |          
|                     | Interest Income                     |                    |   |             |           |             |   | 56           |           |             |   |                |            |   |   |        |            |   |   | 56        |            
|                     | Other Income                        |                    |   |             |           |             |   | 5,716        |           |             |   |                |            |   |   |        |            |   |   | 5,716     |            
|                     |                                     |                    |   |              |           |             |   |              |           |             |   |                 |            |   |   |         |            |   |   |          
|                     |                                     | Total Other Income |   |              |          |             |   |              | 5,772     |             |   |                 |           |   |   |         |           |   |   |           | 5,772       |  
|                     |                                     |                    |   |              |           |             |   |              |           |             |   |                 |            |   |   |         |            |   |   |          
|                     |                                     |                    |   |              |           |             |   |              |           |             |   |                 |            |   |   |         |            |   |   |          
|                     |                                     | Net Loss           |   |              | ($52,367  | )           |   |              | ($866,448 | )           |   |                 | ($156,639  | ) |   |         | ($921,306  | ) |   |           | ($1,875,640 | )
|                     |                                     |                    |   |              |           |             |   |              |           |             |   |                 |            |   |   |         |            |   |   |          
|                     |                                     |                    |   |              |           |             |   |              |           |             |   |                 |            |   |   |         |            |   |   |          
|                     |                                     | Loss per share     |   |              | ($0.02    | )           |   |              | ($11.39   | )           |   |                 | ($0.01     | ) |   |         | ($0.08     | ) |   |           | ($24.66     | )
|                     |                                     |                    |   |              |           |             |   |              |           |             |   |                 |            |   |   |         |            |   |   |          
|                     |                                     |                    |   |              |           |             |   |              |           |             |   |                 |            |   |   |         |            |   |   |          
|                     |                                     | Shares outstanding |   |              | 3,084,492 |             |   |              | 76,061    |             |   |                 | 11,716,200 |   |   |         | 11,716,200 |   |   |           | 76,061      |  
|                     |                                     |                    |   |              |           |             |   |              |           |             |   |                 |            |   |   |         |            |   |   |          

See notes to financial statements





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##### 



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

|                                                                            |                                                   |                                              |                                           |   |              |          |             |   |              |          |             |   |                 |        |          |   |         |         |            |   |           |          |  
|--------------------------------------------------------------------------- | ------------------------------------------------- | -------------------------------------------- | ----------------------------------------- | - | ------------ | -------- | ----------- | - | ------------ | -------- | ----------- | - | --------------- | ------ | -------- | - | ------- | ------- | ---------- | - | --------- | -------- | -
|                                                                            |                                                   |                                              |                                           |   |              |          |             |   |              |          |             |   |                 |        |          |   |         |         |            |   | Unaudited
|                                                                            |                                                   |                                              |                                           |   | Unaudited    |          | Unaudited   |   | Unaudited    |          | Unaudited   |   | From Inception,
|                                                                            |                                                   |                                              |                                           |   | Three Months |          | Nine Months |   | Three Months |          | Nine Months |   | (6/13/2000),   
|                                                                            |                                                   |                                              |                                           |   | Ended        |          | Ended       |   | Ended        |          | Ended       |   | Through        
|                                                                            |                                                   |                                              |                                           |   | 31-Dec-01    |          | 31-Dec-01   |   | 31-Dec-00    |          | 31-Dec-00   |   | 31-Dec-01      
|                                                                            |                                                   |                                              |                                           |   |              |          |             |   |              |          |             |   |                
|Net Loss                                                                    |                                                   | $                                            | (866,448                                  | ) |              | $        | (866,448    | ) |              | $        | (156,639    | ) |                 | $      | (921,306 | ) |         | $       | (1,875,640 | )
|                                                                            |                                                   |                                              |                                           |   |              |          |             |   |              |          |             |   |                 |        |          |   |         |         |            |  
|Adjustments to reconcile net loss to net cash used by
operating activities: |                                                   |                                              |                                           |   |              |          |             |   |              |          |             |   |                 |        |          |   |         |         |            |  
|                                                                            |                                                   | Issued stock for services and development    |                                           |   | 639,660      |          |             |   | 639,660      |          |             |   | 47,500          |        |          |   | 593,959 |         |            |   | 1,233,519 |         
|                                                                            |                                                   | Increase in termination settlement liability |                                           |   |             |          |             |   |             |          |             |   |                |        |          |   |        |         |            |   | 50,000    |         
|                                                                            |                                                   | Increase in deposits                         |                                           |   | (1,900       | )        |             |   | (1,900       | )        |             |   |                |        |          |   |        |         |            |   | (1,900    | )       
|                                                                            |                                                   | Increase (decrease) in current liabilities   |                                           |   | 76,082       |          |             |   | 76,082       |          |             |   | 107,000         |        |          |   | 277,750 |         |            |   | 391,381   |         
|                                                                            |                                                   |                                              |                                           |   |              |          |             |   |              |          |             |   |                 |        |          |   |         |         |            |  
|                                                                            |                                                   |                                              | Net Cash Used by Operating Activities     |   |              | (152,606 | )           |   |              | (152,606 | )           |   |                 | (2,139 | )        |   |         | (49,597 | )          |   |           | (202,640 | )
|                                                                            |                                                   |                                              |                                           |   |              |          |             |   |              |          |             |   |                 |        |          |   |         |         |            |  
|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                            |                                           |   | 154,055      |          |             |   | 154,055      |          |             |   |                |        |          |   | 50,000  |         |            |   | 204,155   |         
|                                                                            |                                                   |                                              |                                           |   |              |          |             |   |              |          |             |   |                 |        |          |   |         |         |            |  
|                                                                            |                                                   |                                              | Net Cash Provided by Investing Activities |   |              | 154,055  |             |   |              | 154,055  |             |   |                 |       |          |   |         | 50,000  |            |   |           | 204,155  |  
|                                                                            |                                                   |                                              |                                           |   |              |          |             |   |              |          |             |   |                 |        |          |   |         |         |            |  
|Net Increase (Decrease) in Cash                                             |                                                   |                                              | 1,150                                     |   |              |          | 1,150       |   |              |          | (2,139      | ) |                 |        | 403      |   |         |         | 1,216      |  
|                                                                            |                                                   |                                              |                                           |   |              |          |             |   |              |          |             |   |                 |        |          |   |         |         |            |  
|Cash Balance at Beginning of Period                                         |                                                   |                                              | 12,493                                    |   |              |          | 66          |   |              |          | 2,542       |   |                 |        |         |   |         |         |           |  
|                                                                            |                                                   |                                              |                                           |   |              |          |             |   |              |          |             |   |                 |        |          |   |         |         |            |  
|Cash Balance at End of Period                                               |                                                   |                                              | 13,643                                    |   |              |          | 1,216       |   |              |          | 403         |   |                 |        | 403      |   |         |         | 1,216      |  
|                                                                            |                                                   |                                              |                                           |   |              |          |             |   |              |          |             |   |                 |        |          |   |         |         |            |  
|                                                                            |                                                   |                                              |                                           |   |              |          |             |   |              |          |             |   |                 |        |          |   |         |         |            |  
|                                                                            | Supplemental Disclosures of Non-Cash Information: |                                              |                                           |   |              |          |             |   |              |          |             |   |                 |        |          |   |         |         |            |   |          
|                                                                            |                                                   | Issued stock for services and development    |                                           |   | 639,660      |          |             |   | 639,660      |          |             |   | 47,500          |        |          |   | 593,859 |         |            |   | 1,233,519 |         

See notes to financial statements





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##### 



NOTES TO FINANCIAL STATEMENTS
December 31, 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. |  | ISSUANCE OF COMMON STOCK
|-- |  | ------------------------

On November 19, 2001, the Company implemented a 200 for 1 reverse stock split,
which resulted in 84,492 shares outstanding. There were no fractional shares
issued. Concurrent with the reverse stock split, the Company issued 3,000,000
new shares of common stock to Dungavel, Inc., an investor in the Company. This
issuance was required pursuant to an Investor Rights Agreement, which the
Company entered into with Dungavel on June 1, 2001 as part of the Merger with
CraftClick.com Inc.





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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 and currently trades on the
Over-the-Counter Bulletin Board under the stock symbol MOBL. The following is
a brief business history of the Company and its Merger partner, CraftClick.com,
Inc.

The Company with which we merged in June of 2001 was first organized in June
1988 as Bud Corp. The Company changed its name to Tecon, Inc. in July 1992,
then to Buyit.com, Inc. in May 1999 and finally to CraftClick.com, Inc. on
January 4, 2000. CraftClicks business strategy and focus was to become the
premier destination for buyers and sellers of arts & crafts products and
supplies through the use of Internet websites. Due to the lack of adequate
funding and the lack of generating enough Internet traffic to achieve
profitability CraftClick began to cease business operations in October 2000.
CraftClick subsequently disposed of substantially all of its assets in February
of 2001 when secured creditors foreclosed on outstanding loans made to the
Company.

In April 2001, CraftClick reorganized pursuant to a Plan of Merger wherein its
domicile was changed from Utah to Delaware, and the common stock was reverse
split on the basis of 1 new share for every 100 shares outstanding.

On June 6, 2001, CraftClick and Mobilepro Corp., a Delaware corporation,
entered into an Agreement and Plan of Merger dated June 1, 2001 (Merger
Agreement). Mobilepro was incorporated on July 14, 2000 and is a development
stage company focused on the integration and marketing of complete mobile
information solutions that satisfy the needs of mobile professionals. Under the
Merger Agreement, Mobilepro merged with and into CraftClick, with CraftClick
being the surviving corporation. On July 9, 2001, we changed the name of the
corporation from CraftClick.com, Inc. (CraftClick) to Mobilepro Corp.
(Mobilepro).

On November 19, 2001, Mobilepro implemented a 200 for 1 reverse stock split.
There were no fractional shares issued. Concurrent with the reverse stock
split, Mobilepro issued 3,000,000 new shares of common stock to Dungavel, Inc.,
pursuant to an Investor Rights Agreement, which the Company entered into with
Dungavel on June 1, 2001 as part of the Merger with CraftClick.com Inc.

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 could indicate substantial doubt as to our ability to
continue our business operations.

Our current business plan calls for the development, manufacturing and
marketing of integrated mobile data solutions built on an integrated wireless
data communication platform referred to as a ``Corporate





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##### 



Digital Assistant (CDA). The target markets for our mobile solutions will
be Fortune 1000 companies in need of highly mobile data solutions incorporating
corporate email access and local processing of and access to enterprise
database applications such as sales force automation.

We plan to offer products and services for the mobile business professional.
This includes developing mobile information solutions for web based and
enterprise business applications. Our 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.

We anticipate that our business systems solutions will include a wireless based
Corporate Digital Assistant (CDA) device platform, subscription based portal
and wireless services and mobile information client application development
services. Our product goal is to offer business solution packages whereby 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 will include:



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

We also intend to market wireless communication service access as part of our
system. Wireless service partners will be identified as we develop our
products. To that end, during the current quarter we have secured key
commitments from vendors that will provide us with wireless handheld devises
and other wireless connectivity services. We are currently in negotiations with
these vendors to finalize terms of the agreements. We cannot assure you that
our negotiations will be successful in obtaining the needed 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.

We intend for our wireless portal to 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 service 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.

Our marketing efforts will generally be focused toward those mobile
professionals that have a continuous need to have access to business
application data and services while traveling outside of the home office. This
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. If we are successful within our initial target market, we plan to
expand into other markets such as the international market of mobile
professionals.





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##### 



We also 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. We intend to bring some or all of these activities in house at
some point in the future.

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 December 31, 2001.

Our operating expenses for the quarter ended December 31, 2001 were
approximately $52,400. Our primary expense was incurred in connection with
salary due our chief executive officer and president as part of his employment
agreement. In connection with this agreement we accrued approximately $45,200
in compensation expenses during the quarter. This salary accrual will
eventually be paid in cash should we obtain adequate funding to implement our
business plan. The remaining expenses included general administrative expenses
of operating a start up business.

Operating expenses for the nine months ended December 31, 2001 were
approximately $872,200. We incurred approximately $50,700 for legal fees,
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 our compliance filings with the SEC. We incurred
approximately $639,700 for professional fees for the issuance of common stock
in lieu of cash for consulting fees and officers salary. In addition, we
accrued approximately $114,200 for salary due our chief executive officer and
president as part of his employment agreement.

Operating Losses

Our net operating loss for the quarter ended December 31, 2001 was
approximately $52,400. For the nine months ended December 31, 2001, our net
operating loss was approximately $886,400. These losses were incurred primarily
as a result of the aforementioned incurred expenses.

We have accumulated approximately $1,875,600 of net operating loss
carryforwards as of December 31, 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%





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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:

As of December 31, 2001, we had a total Stockholders Deficit of approximately
$592,000 and do not currently have any revenues, liquidity or capital resources
as we move forward with our business plan 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.

The traditional markets for raising capital have become extremely more
difficult in the last few months due to a depressed economy, large well-known
business failures and the events of September 11, 2001.

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:



| |  | To 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.                       
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | To create 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.                   
| |  | To locate direct and indirect distribution channels for our products and services.                                                                                                                          
| |  | To 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.
| |  | To develop offshore manufacturing and software development enterprises to support our business goals.                                                                                                       
| |  | To extend our product offerings to 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. We anticipate that we will need additional persons
to fill administrative, sales and technical positions if we are successful in
implementing our business plan.

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

On November 19, 2001, the Company implemented a 200 for 1 reverse stock split,
which resulted in 84,492 shares outstanding. There were no fractional shares
issued.

Concurrent with the reverse stock split, the Company issued 3,000,000 new
shares of common stock to Dungavel, Inc., an investor in the Company. This
issuance was required pursuant to an Investor Rights Agreement, which the
Company entered into with Dungavel on June 1, 2001 as part of the Merger with
CraftClick.com Inc. 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

The Companys board of directors announced that the close of business on
November 1, 2001 was the record date for the determination of stockholders
entitled to notice about the proposal authorizing the reverse stock split of
the outstanding common stock, par value $.001 par value, of the Company at the
rate of one new share for each 200 issued and outstanding shares of common
stock and the subsequent restoration of the authorized capital of the Company
to 50,000,000 shares of common stock, $.001 par value, 5,000,000 shares of
preferred stock, $.001 par value and 35,425 shares of Series A Convertible
Preferred Stock, $.001 par value (Recapitalization) and the approval of the
Mobilepro 2001 Equity Performance Plan (Plan).

On October 31, 2001, the Board of Directors approved the Recapitalization and
the Plan and authorized the Companys officers to obtain written consents from
the holders of the outstanding voting securities of the Company to approve the
Recapitalization and the Plan.

On November 1, 2001, stockholders owning of record an aggregate of 9,605,393
shares of the Companys common stock, representing approximately 53.7% of the
outstanding voting securities of the Company, executed and delivered to the
Company a written consent authorizing and approving the Recapitalization and
approving the Plan. Under Section 228 of the Delaware General Corporation Law,
and the certificate of incorporation and by-laws of the Company, any action
required or permitted to be taken at an annual or special meeting of
stockholders of a Delaware corporation may be taken without a meeting, without
prior notice and without a vote, is signed by the holders of outstanding stock
entitled to vote thereon having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted. Prompt notice of the
consent to the Recapitalization and approval of the Plan must be given, and was
given on or about November 2, 2001, to those stockholders who have not
consented in writing to the action and who, if the action had been taken at a
meeting, would otherwise have been entitled to notice of the meeting.

The purpose of the Mobilepro Corp. 2001 Equity Performance Plan (Plan) is to
enable the Company to offer to its employees, officers, directors and
consultants whose past, present and/or potential contributions to the Company
and its Subsidiaries have been, are or will be important to the success of the
Company, an opportunity to acquire a proprietary interest in the Company. The
various types of long-term incentive





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awards that may be provided under the Plan will enable the Company to respond
to changes in compensation practices, tax laws, accounting regulations and the
size and diversity of its businesses.

In effecting the Recapitalization, a majority of the Stockholders, in their
written consent authorizing and approving the Recapitalization, and the Board
of Directors of the Companyapproved the following Certificate of Amendment of
the Certificate of Incorporation of Mobilepro Corp.:

FIRST: The name of the Corporation is Mobilepro Corp.

SECOND: The Certificate of Incorporation of the Corporation is hereby amended
by deleting the first paragraph of Article FOURTH in its entirety and by
substituting the following two new paragraphs at the beginning of Article
FOURTH in lieu thereof:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | FOURTH: That as of the effective date of this Certificate of Amendment
of the Certificate of Incorporation of the Corporation (Amendment)
each 200 shares of the Corporations common stock that
is issued and outstanding shall be changed, without any further action,
into one fully paid and non-assessable share of the Corporations common
stock, fractional shares to be rounded up.                                                                                                                                                                   
|
| | As of the effective date of this Amendment, after the reverse stock
split set forth above, the total number of shares of capital stock of
all classes which the Corporation shall have authority to issue in
55,035,425 shares, of which 50,000,000 shares shall be common stock,
par value $.001 per share (Common Stock), 5,000,000 shares shall be
preferred stock, par value $.001 per share (Preferred Stock) and
35,425 shares shall be the Series A Convertible Preferred Stock, par
value $.001 per share. (Series A Convertible Preferred Stock).

THIRD: The foregoing Amendment of Certificate of Incorporation was duly
approved by the Corporations Board of Directors in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware and thereafter was duly adopted by the consent of the holders of a
majority of the outstanding voting stock of the Corporation in accordance with
the provisions of Sections 228 and 242 of the General Corporation Law of the
State of Delaware.

ITEM 5. OTHER INFORMATION

None

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