##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


FORM 10-QSB

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

For the Quarterly Period ended December 31, 2003

Commission File Number 002-97869-D

MOBILEPRO CORP.




(Exact name of registrant as specified in charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|DELAWARE                                                       |  | 87-0419571                          
|                                                               |  |                                     
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)
|                                                               |  |                                     
|6701 Democracy Boulevard, Suite 300, Bethesda, MD              |  | 20817                               
|                                                               |  |                                     
|(Address of principal executive offices)                       |  | (Zip Code)                          
|                                                               |  |                                     
|Registrants telephone number, including area code             |  | (301) 315-9040                      

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
January 23, 2004, the
Company had outstanding 155,064,766 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  | 
|                        |         | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |                                                     |  | 6 |   
|                        | ITEM 2. |                                                      | MANAGEMENTS DISCUSSION AND PLAN OF OPERATIONS      |  |   | 12 | 
|PART II                 |         |                                                      |                                                     |  |   |    |  | 
|                        | ITEM 1. |                                                      | LEGAL PROCEEDINGS                                   |  |   | 17 | 
|                        | ITEM 2. |                                                      | CHANGES IN SECURITIES                               |  |   | 17 | 
|                        | ITEM 3. |                                                      | DEFAULTS UPON SENIOR SECURITIES                     |  |   | 11 | 
|                        | ITEM 4. |                                                      | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |  |   | 17 | 
|                        | ITEM 5. |                                                      | OTHER INFORMATION                                   |  |   | 17 | 
|                        | ITEM 6. |                                                      | EXHIBITS AND REPORTS ON FORM 8-K                    |  |   | 19 | 

2



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MOBILEPRO CORP AND SUBSIDIARY
(FORMERLY CRAFTCLICK.COM, INC.)
(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2003 AND 2002





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##### 



MOBILEPRO CORP AND SUBSIDIARY
(FORMERLY CRAFTCLICK.COM, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002

|                                                              |                                                             
|------------------------------------------------------------- | ------------------------------------------------------------
|Balance Sheets as of December 31, 2003 (unaudited)           
|                                                              | and March 31, 2003 (audited)                                
|                                                             
|Statements of Operations for the Nine Months and Three Months
|                                                              | Ended December 31, 2003 and 2002 (unaudited) with Cumulative
|                                                              | Totals Since Inception                                      
|                                                             
|Statements of Cash Flows for the Nine Months Ended           
|                                                              | December 31, 2003 and 2002 (unaudited) with Cumulative      
|                                                              | Totals Since Inception                                      
|                                                             
|Notes to Condensed Consolidated Financial Statements         





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##### 



ITEM 1. FINANCIAL STATEMENTS

MOBILEPRO CORP. AND SUBSIDIARY
(FORMERLY CRAFTCLICK.COM, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS

|               |                                   |                      |         |              |         |           |        |        |        | 
|-------------- | --------------------------------- | -------------------- | ------- | ------------ | ------- | --------- | ------ | ------ | ------ | 
|               |                                   |                      |         | December 31, |         | March 31,
|               |                                   |                      |         | 2003         |         | 2003     
|               |                                   |                      |         | (Unaudited)  |         | (Audited)
|               |                                   |                      |         |              |         |          
|CURRENT ASSETS |                                   |                      |         |              |         |           |        |       
|               | Cash and cash equivalents         |                      | $       | 742,861      |         |           | $      | 6,715  |       
|               | Prepaid expenses                  |                      |         |             |         |           |        | 9,518  |       
|               |                                   |                      |         |              |         |           |        |       
|               |                                   | Total Current Assets |         |              | 742,861 |           |        |        | 16,233 | 
|               | Fixed assets, net of depreciation |                      |         | 25,528       |         |           |        | 36,469 |       
|               |                                   |                      |         |              |         |           |        |       
|TOTAL ASSETS   |                                   | $                    | 768,389 |              |         | $         | 52,702 |       
|               |                                   |                      |         |              |         |           |        |       

3



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##### 



MOBILEPRO CORP. AND SUBSIDIARY
(FORMERLY CRAFTCLICK.COM, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

LIABILITIES AND STOCKHOLDERS DEFICIT

|                                            |                                                                                                                                                                                  |                             |           |              |            |           |           |             |            |  
|------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | --------- | ------------ | ---------- | --------- | --------- | ----------- | ---------- | -
|                                            |                                                                                                                                                                                  |                             |           | December 31, |            | March 31,
|                                            |                                                                                                                                                                                  |                             |           | 2003         |            | 2003     
|                                            |                                                                                                                                                                                  |                             |           | (Unaudited)  |            | (Audited)
|                                            |                                                                                                                                                                                  |                             |           |              |            |          
|CURRENT LIABILITIES                         |                                                                                                                                                                                  |                             |           |              |            |           |           |            
|                                            | Current portion of convertible debentures - officers                                                                                                                             |                             | $         | 50,000       |            |           | $         | 30,000      |           
|                                            | Current portion of note payable - Maryland Department
of Revenue and Economic Development                                                                                        |                             |           | 4,500        |            |           |           | 4,500       |           
|                                            | Notes payable - sellers                                                                                                                                                          |                             |           | 37,500       |            |           |           | 75,000      |           
|                                            | Notes payable - other                                                                                                                                                            |                             |           | 100,000      |            |           |           | 100,000     |           
|                                            | Convertible debentures - other                                                                                                                                                   |                             |           |             |            |           |           | 215,000     |           
|                                            | Equity line of credit                                                                                                                                                            |                             |           | 1,000,000    |            |           |           | 160,000     |           
|                                            | Accounts payable and accrued expenses                                                                                                                                            |                             |           | 644,806      |            |           |           | 1,234,880   |           
|                                            |                                                                                                                                                                                  |                             |           |              |            |           |           |            
|                                            |                                                                                                                                                                                  | Total Current Liabilities   |           |              | 1,836,806  |           |           |             | 1,819,380  |  
|                                            |                                                                                                                                                                                  |                             |           |              |            |           |           |            
|LONG-TERM LIABILITIES                       |                                                                                                                                                                                  |                             |           |              |            |           |           |            
|                                            | Convertible debentures - officers- net of current portion                                                                                                                        |                             |           | 155,617      |            |           |           | 247,617     |           
|                                            | Note payable - Maryland Department of Business and
Economic Development - net of current portion                                                                                 |                             |           | 95,500       |            |           |           | 95,500      |           
|                                            |                                                                                                                                                                                  |                             |           |              |            |           |           |            
|                                            |                                                                                                                                                                                  | Total Long-Term Liabilities |           |              | 251,117    |           |           |             | 343,117    |  
|                                            |                                                                                                                                                                                  |                             |           |              |            |           |           |            
|TOTAL LIABILITIES                           |                                                                                                                                                                                  |                             | 2,087,923 |              |            |           | 2,162,497 |            
|                                            |                                                                                                                                                                                  |                             |           |              |            |           |           |            
|STOCKHOLDERS DEFICIT                       |                                                                                                                                                                                  |                             |           |              |            |           |           |            
|                                            | Preferred stock, $.001 par value, authorized
5,000,000 shares, and 35,425 shares
issued and outstanding at December 31, 2003 and March 31,
2003, respectively                    |                             |           | 35           |            |           |           | 35          |           
|                                            | Common stock, $.001 par value, authorized 600,000,000
shares at December 31, 2003 and March 31, 2003, and
155,064,766 and 30,175,122 shares issued and
outstanding, respectively |                             |           | 155,064      |            |           |           | 30,175      |           
|                                            | Additional paid-in capital                                                                                                                                                       |                             |           | 13,635,692   |            |           |           | 11,538,979  |           
|                                            | Deficit accumulated during development stage                                                                                                                                     |                             |           | (15,110,325  | )          |           |           | (13,678,984 | )         
|                                            |                                                                                                                                                                                  |                             |           |              |            |           |           |            
|                                            |                                                                                                                                                                                  | Total Stockholders Deficit |           |              | (1,319,534 | )         |           |             | (2,109,795 | )
|                                            |                                                                                                                                                                                  |                             |           |              |            |           |           |            
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT |                                                                                                                                                                                  | $                           | 768,389   |              |            | $         | 52,702    |            
|                                            |                                                                                                                                                                                  |                             |           |              |            |           |           |            

The accompanying notes are and integral part of the condensed consolidated financial statements.





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##### 



MOBILEPRO CORP. AND SUBSIDIARY
(FORMERLY CRAFTCLICK.COM, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE AND THREE MONTHS ENDED DECEMBER 31, 2003 AND 2002

(CUMULATIVE TOTALS SINCE INCEPTION)

NINE MONTHS ENDED
    
    THREE MONTHS ENDED
    
    CumulativeDecember 31,
    
    December 31,
    
    December 31,
    
    December 31,
    
    Totals Since2003
    
    2002
    
    2003
    
    2002
    
    InceptionOPERATING REVENUESRevenue
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    OPERATING EXPENSESProfessional fees and compensation expenses
    
    
    965,306
    
    
    
    2,027,719
    
    
    
    458,784
    
    
    
    157,547
    
    
    
    5,843,335Advertising and marketing expenses
    
    
    24,480
    
    
    
    2,430
    
    
    
    
    
    
    
    
    
    
    
    50,514Research and development costs
    
    
    1,620
    
    
    
    4,996
    
    
    
    525
    
    
    
    
    
    
    
    10,115General and administrative expenses
    
    
    100,542
    
    
    
    39,656
    
    
    
    39,382
    
    
    
    2,977
    
    
    
    1,709,480Office rent and expenses
    
    
    84,867
    
    
    
    71,260
    
    
    
    57,121
    
    
    
    7,245
    
    
    
    170,935Travel and meals expenses
    
    
    23,053
    
    
    
    12,472
    
    
    
    13,541
    
    
    
    
    
    
    
    35,615Depreciation and amortization
    
    
    10,941
    
    
    
    12,000
    
    
    
    3,647
    
    
    
    4,000
    
    
    
    26,293Total Operating Expenses
    
    
    1,210,809
    
    
    
    2,170,533
    
    
    
    573,000
    
    
    
    171,769
    
    
    
    7,846,287LOSS BEFORE OTHER INCOME (EXPENSE)
    
    
    (1,210,809
    )
    
    
    (2,170,533
    )
    
    
    (573,000
    )
    
    
    (171,769
    )
    
    
    (7,846,287
    )OTHER INCOME (EXPENSE)Forgiveness of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    276,738Amortization of discount and interest on conversion of debt
    
    
    (201,787
    )
    
    
    
    
    
    
    (59,593
    )
    
    
    
    
    
    
    (254,938
    )Interest expense
    
    
    (18,745
    )
    
    
    
    
    
    
    (4,460
    )
    
    
    
    
    
    
    (67,912
    )Other expense
    
    
    
    
    
    
    (49,656
    )
    
    
    
    
    
    
    (1,222
    )
    
    
    (27,608
    )Impairment of goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,190,374
    )Interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    56Total Other Income (Expense)
    
    
    (220,532
    )
    
    
    (49,656
    )
    
    
    (64,053
    )
    
    
    (1,222
    )
    
    
    (7,264,038
    )NET LOSS BEFORE PROVISION FOR INCOME TAXES
    
    
    (1,431,341
    )
    
    
    (2,220,189
    )
    
    
    (637,053
    )
    
    
    (172,991
    )
    
    
    (15,110,325
    )Provision for Income Taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    NET LOSS APPLICABLE TO COMMON SHARES
    
    $
    (1,431,341
    )
    
    $
    (2,220,189
    )
    
    $
    (637,053
    )
    
    $
    (172,991
    )
    
    $
    (15,110,325
    )NET LOSS PER BASIC AND DILUTED SHARES
    
    $
    (0.02
    )
    
    $
    (0.13
    )
    
    $
    (0.00
    )
    
    $
    (0.01
    )WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING
    
    
    89,771,571
    
    
    
    17,068,691
    
    
    
    128,470,688
    
    
    
    19,516,788


The accompanying notes are and integral part of the condensed consolidated financial statements.





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##### 



MOBILEPRO CORP. AND SUBSIDIARY
(FORMERLY CRAFTCLICK.COM, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2003 AND 2002
(WITH CUMULATIVE TOTALS SINCE INCEPTION)

|                                     |                                   |                                                                             |                                                                      |                                                                                              |            |           |            |      |            |           |           |   |             |              |            |   |  |  |  | 
|------------------------------------ | --------------------------------- | --------------------------------------------------------------------------- | -------------------------------------------------------------------- | -------------------------------------------------------------------------------------------- | ---------- | --------- | ---------- | ---- | ---------- | --------- | --------- | - | ----------- | ------------ | ---------- | - |  |  |  | 
|                                     |                                   |                                                                             |                                                                      |                                                                                              |            |           |            |      |            |           |           |   |             | Cumulative   |            |   |  | 
|                                     |                                   |                                                                             |                                                                      |                                                                                              |            |           |            |      |            |           |           |   |             | Totals Since |            |   |  | 
|                                     |                                   |                                                                             |                                                                      |                                                                                              |            | 2003      |            | 2002 |            | Inception |           |   |             |             
|                                     |                                   |                                                                             |                                                                      |                                                                                              |            |           |            |      |            |           |           |   |             |             
|CASH FLOW FROM OPERATING ACTIVITIES  |                                   |                                                                             |                                                                      |                                                                                              |            |           |            |      |            |           |           |  
|                                     |                                   | Net loss                                                                    |                                                                      | $                                                                                            | (1,431,341 | )         |            | $    | (2,220,189 | )         |           | $ | (15,110,325 | )           
|                                     |                                   |                                                                             |                                                                      |                                                                                              |            |           |            |      |            |           |           |  
|                                     |                                   | Adjustments to reconcile net loss to net cash
used in operating activities: |                                                                      |                                                                                              |            |           |            |      |            |           |           |   |             |             
|                                     |                                   |                                                                             |                                                                      | Forgiveness of debt                                                                          |            |           |           |      |            |           |          |   |             |              | (276,738   | )
|                                     |                                   |                                                                             |                                                                      | Depreciation                                                                                 |            |           | 10,941     |      |            |           | 12,000    |   |             |              | 26,293     |  
|                                     |                                   |                                                                             |                                                                      | Common stock issued for services, compensation and
conversion of debt and loss on conversion |            |           | 76,444     |      |            |           | 1,208,253 |   |             |              | 4,547,689  |  
|                                     |                                   |                                                                             |                                                                      | Impairment of goodwill                                                                       |            |           |           |      |            |           |          |   |             |              | 7,190,374  |  
|                                     |                                   |                                                                             |                                                                      | Amortization of discount and interest on conversion of debt                                  |            |           | 201,787    |      |            |           |          |   |             |              | 254,938    |  
|                                     | Changes in assets and liabilities |                                                                             |                                                                      |                                                                                              |            |           |            |      |            |           |           |   |            
|                                     |                                   |                                                                             |                                                                      | (Increase) decrease in other current assets                                                  |            |           | 9,518      |      |            |           | (62,000   | ) |             |              | 22,712     |  
|                                     |                                   |                                                                             |                                                                      | Increase (decrease) in accounts payable and
and accrued expenses                             |            |           | (206,703   | )    |            |           | 410,386   |   |             |              | 745,971    |  
|                                     |                                   |                                                                             |                                                                      |                                                                                              |            |           |            |      |            |           |           |  
|                                     |                                   |                                                                             |                                                                      | Total adjustments                                                                            |            |           | 91,987     |      |            |           | 1,568,639 |   |             |              | 12,511,239 |  
|                                     |                                   |                                                                             |                                                                      |                                                                                              |            |           |            |      |            |           |           |  
|                                     |                                   |                                                                             |                                                                      | Net cash (used in) operating activities                                                      |            |           | (1,339,354 | )    |            |           | (651,550  | ) |             |              | (2,599,086 | )
|                                     |                                   |                                                                             |                                                                      |                                                                                              |            |           |            |      |            |           |           |  
|CASH FLOWS FROM INVESTING ACTIVITIES |                                   |                                                                             |                                                                      |                                                                                              |            |           |            |      |            |           |           |  
|                                     |                                   |                                                                             | Increase in amounts due to related parties                           |                                                                                              |            |          |            |      |            | 286,849   |           |   |             |              |           
|                                     |                                   |                                                                             |                                                                      |                                                                                              |            |           |            |      |            |           |           |  
|                                     |                                   |                                                                             |                                                                      | Net cash provided by investing activities                                                    |            |           |           |      |            |           | 286,849   |   |             |              |            |  
|                                     |                                   |                                                                             |                                                                      |                                                                                              |            |           |            |      |            |           |           |  
|CASH FLOWS FROM FINANCING ACTIVITIES |                                   |                                                                             |                                                                      |                                                                                              |            |           |            |      |            |           |           |  
|                                     |                                   |                                                                             | Proceeds from common stock issuances                                 |                                                                                              |            |          |            |      |            |          |           |   |             | 79,100       |           
|                                     |                                   |                                                                             | Proceeds from convertible debentures-other and
equity line of credit |                                                                                              |            | 2,185,000 |            |      |            |          |           |   |             | 2,600,000    |           
|                                     |                                   |                                                                             | Proceeds from borrowings, net                                        |                                                                                              |            | (37,500   | )          |      |            |          |           |   |             | 357,230      |           
|                                     |                                   |                                                                             | Change in convertible debentures - officers, net                     |                                                                                              |            | (72,000   | )          |      |            |          |           |   |             | 205,617      |           
|                                     |                                   |                                                                             | Net proceeds from issuance of notes payable                          |                                                                                              |            |          |            |      |            | 366,000   |           |   |             | 100,000      |           
|                                     |                                   |                                                                             |                                                                      |                                                                                              |            |           |            |      |            |           |           |  
|                                     |                                   |                                                                             |                                                                      | Net cash provided by financing activities                                                    |            |           | 2,075,500  |      |            |           | 366,000   |   |             |              | 3,379,447  |  
|                                     |                                   |                                                                             |                                                                      |                                                                                              |            |           |            |      |            |           |           |  

The accompanying notes are and integral part of the condensed consolidated financial statements.





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##### 



MOBILEPRO CORP. AND SUBSIDIARY
(FORMERLY CRAFTCLICK.COM, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE NINE MONTHS ENDED DECEMBER 31, 2003 AND 2002
(WITH CUMULATIVE TOTALS SINCE INCEPTION)

|                                                |                                                             |                                                                                     |                                               |           |      |        |       |   |           |           |         |           |              |           | 
|----------------------------------------------- | ----------------------------------------------------------- | ----------------------------------------------------------------------------------- | --------------------------------------------- | --------- | ---- | ------ | ----- | - | --------- | --------- | ------- | --------- | ------------ | --------- | 
|                                                |                                                             |                                                                                     |                                               |           |      |        |       |   |           |           |         |           | Cumulative  
|                                                |                                                             |                                                                                     |                                               |           |      |        |       |   |           |           |         |           | Totals Since
|                                                |                                                             |                                                                                     |                                               |           | 2003 |        | 2002  |   | Inception
|                                                |                                                             |                                                                                     |                                               |           |      |        |       |   |          
|NET INCREASE IN CASH AND CASH EQUIVALENTS       |                                                             |                                                                                     | 736,146                                       |           |      |        | 1,299 |   |           |           | 742,861 |          
|CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD |                                                             |                                                                                     | 6,715                                         |           |      |        | 154   |   |           |           |        |          
|                                                |                                                             |                                                                                     |                                               |           |      |        |       |   |           |           |         |          
|CASH AND CASH EQUIVALENTS - END OF PERIOD       |                                                             | $                                                                                   | 742,861                                       |           |      | $      | 1,453 |   |           | $         | 742,861 |          
|                                                |                                                             |                                                                                     |                                               |           |      |        |       |   |           |           |         |          
|SUPPLEMENTAL DISCLOSURE OF NONCASH
ACTIVITIES:  |                                                             |                                                                                     |                                               |           |      |        |       |   |           |           |         |          
|                                                | Issuance of common stock for:                               |                                                                                     |                                               |           |      |        |       |   |           |           |         |           |             
|                                                |                                                             |                                                                                     | Services, compensation and conversion of debt |           | $    | 76,444 |       |   | $         | 1,208,253 |         |           | $            | 4,547,689 | 
|                                                |                                                             |                                                                                     |                                               |           |      |        |       |   |           |           |         |          
|                                                | Impairment of goodwill                                      |                                                                                     | $                                             |          |      |        | $     |  |           |           | $       | 7,190,374 |             
|                                                |                                                             |                                                                                     |                                               |           |      |        |       |   |           |           |         |          
|                                                | Amortization of discount and interest on conversion of debt |                                                                                     | $                                             | 201,787   |      |        | $     |  |           |           | $       | 254,938   |             
|                                                |                                                             |                                                                                     |                                               |           |      |        |       |   |           |           |         |          
|                                                | Conversion of equity line of credit to stock                |                                                                                     | $                                             | 1,395,000 |      |        | $     |  |           |           | $       | 1,435,000 |             
|                                                |                                                             |                                                                                     |                                               |           |      |        |       |   |           |           |         |          
|                                                | Conversion of convertible debentures - other                |                                                                                     | $                                             | 165,000   |      |        | $     |  |           |           | $       | 165,000   |             
|                                                |                                                             |                                                                                     |                                               |           |      |        |       |   |           |           |         |          
|                                                | Settlement of accounts payable                              |                                                                                     | $                                             | 374,616   |      |        | $     |  |           |           | $       | 374,616   |             
|                                                |                                                             |                                                                                     |                                               |           |      |        |       |   |           |           |         |          
|                                                | Conversion of payables and accrued interest                 |                                                                                     | $                                             | 9,557     |      |        | $     |  |           |           | $       | 9,557     |             
|                                                |                                                             |                                                                                     |                                               |           |      |        |       |   |           |           |         |          
|                                                | Acquisition of NeoReach, Inc.                               |                                                                                     |                                               |           |      |        |       |   |           |           |         |           |             
|                                                |                                                             | Fixed assets                                                                        |                                               |           |      |        |       | $ | 51,821    |           |         | $         | 51,821       |          
|                                                |                                                             | Other current assets                                                                |                                               |           |     |        |       |   | 22,712    |           |         |           | 22,712       |          
|                                                |                                                             | Note payable - Maryland Department of Business and
Economic Development             |                                               |           |     |        |       |   | (100,000  | )         |         |           | (100,000     | )        
|                                                |                                                             | Accounts payable                                                                    |                                               |           |     |        |       |   | (618,279  | )         |         |           | (618,279     | )        
|                                                |                                                             | Goodwill                                                                            |                                               |           |     |        |       |   | 7,190,374 |           |         |           | 7,190,374    |          
|                                                |                                                             |                                                                                     |                                               |           |      |        |       |   |           |           |         |          
|                                                |                                                             | Fair value of common stock and additional paid-in
capital issued for NeoReach, Inc. |                                               | $         |     |        |       | $ | 6,546,628 |           |         | $         | 6,546,628    |          
|                                                |                                                             |                                                                                     |                                               |           |      |        |       |   |           |           |         |          

The accompanying notes are and integral part of the condensed consolidated financial statements.





---



##### 



MOBILEPRO CORP AND SUBSIDIARY
(FORMERLY CRAFTCLICK.COM, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002



|NOTE 1- |  | ORGANIZATION AND BASIS OF PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|        |  | The condensed consolidated unaudited interim financial statements
included herein have been prepared, without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission. The
condensed consolidated financial statements and notes are presented
as permitted on Form 10-QSB and do not contain information included
in the Companys annual financial statements and notes. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles
generally accepted in the United States of America have been
condensed or omitted pursuant to such rules and regulations, although
the Company believes that the disclosures are adequate to make the
information presented not misleading. It is suggested that these
condensed consolidated financial statements be read in conjunction
with the March 31, 2003 audited financial statements and the
accompanying notes thereto. While management believes the procedures
followed in preparing these condensed consolidated financial
statements are reasonable, the accuracy of the amounts are in some
respects dependent upon the facts that will exist, and procedures
that will be accomplished by the Company later in the year.                                                                                                                                                                                                                                                               
|       
|        |  | These condensed consolidated unaudited financial statements reflect
all adjustments, including normal recurring adjustments which, in the
opinion of management, are necessary to present fairly the
consolidated operations and cash flows for the periods presented.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       
|        |  | Mobilepro Corp formerly Craftclick.com, Inc. was incorporated under
the laws of the State of California in January 1999, as BuyIT.com,
Inc. (Buyit). From inception through March 31, 1999, the Company
engaged in preliminary activities related to the set up of an
Internet auction business. On April 16, 1999, the Company 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 total
outstanding shares of 12,179,249, or 71.9%, the survivor in the
aforementioned combination was Tecon. However, the name of the
surviving company was changed to BuyIt.com, Inc., simultaneously with
the Plan. The combination of these two entities had been accounted
for as a purchase. The Company changed its name to Craftclick.com,
Inc., on January 4, 2000, as a result of changing its business
strategy and focus-which was to become the premier destination for
buyers and sellers of arts and crafts products and supplies through
the use of Internet websites. However, the Company disposed of
substantially all assets in February of 2001 when secured creditors
foreclosed on loans to the Company.





---



##### 



MOBILEPRO CORP AND SUBSIDIARY
(FORMERLY CRAFTCLICK.COM, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2003 AND 2002



|NOTE 1- |  | ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|        |  | In April 2001, Craftclick.com, Inc. 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.com, Inc. merged with Mobilepro Corp. a
Delaware corporation as of June 1, 2001. Under the merger agreement,
Mobilepro Corp merged into Craftclick.com, Inc. with Craftclick being
the surviving corporation and the Certificate of Incorporation and By
Laws of Craftclick being the constituent documents of the surviving
corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       
|        |  | In July 2001, the Company changed its name to Mobilepro Corp.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       
|        |  | On March 21, 2002, Mobilepro entered into an Agreement and Plan of
Merger with NeoReach, Inc., a private Delaware company pursuant to
which a newly-formed wholly-owned subsidiary of Mobilepro merged into
NeoReach in a tax-free transaction. NeoReach is a development stage
company designing modem solutions to support third generation (3G)
wireless communications systems. The merger was consummated on April
23, 2002. As a result of the merger, NeoReach is now a wholly-owned
subsidiary of Mobilepro. On April 23, 2002, the company issued
12,352,129 shares of its common stock pursuant to the Agreement.
This was a cashless transaction and there were no payments or
finders fees involved. The Board of Directors determined the
consideration to be a fair compensation to the NeoReach shareholders.
The issuance of the shares were valued at a fair value of
$6,546,628, based on the last trading price of $0.53 and assuming
there was actual active trading of the stock at that time.
|       
|        |  | On March 12, 2003, the Company amended its Articles of Incorporation
and pursuant to a board resolution, increased the authorized level of
common stock from 50,000,000 to 600,000,000. In addition, the
Company increased the shares authorized under its 2001 Equity
Performance Plan from 1,000,000 to 6,000,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                





---



##### 



MOBILEPRO CORP AND SUBSIDIARY
(FORMERLY CRAFTCLICK.COM, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2003 AND 2002



|NOTE 2- |  | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|        |  | Principles of Consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       
|        |  | The condensed consolidated financial statements include the accounts
of the Company and its wholly-owned subsidiaries. All significant
inter-company accounts and transactions have been eliminated in
consolidation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       
|        |  | Development Stage Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       
|        |  | As of December 31, 2003, Mobilepro Corp and its subsidiary are
development stage companies. Since April 23, 2002, the Company has
devoted substantially all of its efforts to researching and
developing technology for the third generation wireless market.
Before the acquisition of NeoReach, Inc., Mobilepro Corp focused on
the integration and marketing of complete mobile information
solutions to the business market through strategic partnership with
established firms already delivering information technology
consulting, wireless service and vertical market application products
and services. The Company in January 2004 acquired a national
internet service provider in Texas, and expects to emerge from the
development stage in its last fiscal quarter of its year ending March
31, 2004.
|       
|        |  | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       
|        |  | The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates.                                                                                                                                                                                                                                                                                                                                    
|       
|        |  | Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       
|        |  | The Company considers all highly liquid debt instruments and other
short-
term investments with an initial maturity of three months or less to
be cash or cash equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       
|        |  | The Company maintains cash and cash equivalents with a financial
institution that periodically exceed the limit of insurability under
Federal Deposit Insurance Corporation. At December 31, 2003, the
cash balance exceeded the insured limits by $708,782.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         





---



##### 



MOBILEPRO CORP AND SUBSIDIARY
(FORMERLY CRAFTCLICK.COM, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2003 AND 2002



|NOTE 2- |  | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)                                                                                                                                                                                                                                                                                                                                                                                          
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|        |  | Revenue Recognition                                                                                                                                                                                                                                                                                                                                                                                                                             
|       
|        |  | The Company was a development stage company and had no revenues during the period reported. For the period going
forward, the Management has adopted a new revenue policy as defined below.                                                                                                                                                                                                                                                     
|       
|        |  | The Company will recognize revenue both from sales of products and from service contracts.
Revenue from product sales that contain embedded software will be recognized in accordance with the provisions of the
American Institute of Certified Public Accountants Statement of Position 97-2, Software Revenue Recognition.                                                                                                                 
|       
|        |  | Revenue from product sales will be recognized based on the type of sale transactions as follows:                                                                                                                                                                                                                                                                                                                                                
|       
|        |  | Shipments to Credit-Worthy Customers with No Portion of the Collection Dependent on Any Future Event: Revenues will be
recorded at the time of shipment.                                                                                                                                                                                                                                                                                        
|       
|        |  | Shipments to a Customer without Established Credit: These transactions are primarily shipments to customers who are in
the process of obtaining financing and to whom the Company has granted extended payment terms. Revenues will be
deferred (not recognized) and no receivable will be recorded until a significant portion of the sales price is received
in cash.                                                                         
|       
|        |  | Shipments where a portion of the Revenue is Dependent Upon Some Future Event: These consist primarily of transactions
involving value-added resellers (VAR) to an end user. Under these agreements, revenues will be deferred and no
receivable will be recorded until a significant portion of the sales price is received in cash. On certain
transactions, a portion of the payment is contingent upon installation or customer acceptance.
|       
|        |  | Upon non-acceptance, the Customer may have a right to return the product. The Company will not recognize revenue on
these transactions until these contingencies have lapsed.                                                                                                                                                                                                                                                                   
|       
|        |  | Certain of the Companys product sales are sold with maintenance/service contracts. The Company will allocate revenues
to such maintenance/service contracts based on vendor-specific objective evidence of fair value as determined by the
Companys renewal rates. Revenue from maintenance/service contracts will be deferred and recognized ratably over the
period covered by the contract.                                                





---



##### 



MOBILEPRO CORP AND SUBSIDIARY
(FORMERLY CRAFTCLICK.COM, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2003 AND 2002



|NOTE 2- |  | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|        |  | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       
|        |  | Effective July 14, 2000, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 109 (the Statement),
Accounting for Income Taxes. The Statement requires an asset and
liability approach for financial accounting and reporting for income
taxes, and the recognition of deferred tax assets and liabilities for
the temporary differences between the financial reporting bases and
tax bases of the Companys assets and liabilities at enacted tax
rates expected to be in effect when such amounts are realized or
settled. The cumulative effect of this change in accounting for
income taxes as of December 31, 2003 is $0 due to the valuation
allowance established.
|       
|        |  | Fair Value of Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       
|        |  | The carrying amounts reported in the consolidated balance sheet for
cash and cash equivalents, and accounts payable approximate fair
value because of the immediate or short-term maturity of these
financial instruments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       
|        |  | Advertising Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       
|        |  | The Company expenses the costs associated with advertising as
incurred. Advertising and promotional expenses were approximately
$24,480 and $2,430 for the nine months ended December 31, 2003 and
2002, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       
|        |  | Furniture and Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       
|        |  | Furniture and equipment are stated at cost. Depreciation is computed
using the straight-line method over the estimated useful lives of the
assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       
|        |  | When assets are retired or otherwise disposed of, the costs and
related accumulated depreciation are removed from the accounts, and
any resulting gain or loss is recognized in income for the period.
The cost of maintenance and repairs is charged to income as incurred;
significant renewals and betterments are capitalized. Deduction is
made for retirements resulting from renewals or betterments.                                                                                                                                                                                                                                                                                                
|       
|        |  | There was $10,941 and $12,000 charged to operations for depreciation
expense for the nine months ended December 31, 2003 and 2002,
respectively. The Company acquired $51,821 of net fixed assets from
NeoReach, Inc. in its acquisition of its subsidiary.                                                                                                                                                                                                                                                                                                                                                                                                                                                 





---



##### 



MOBILEPRO CORP AND SUBSIDIARY
(FORMERLY CRAFTCLICK.COM, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2003 AND 2002



|NOTE 2- |  | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|        |  | Reclassifications                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       
|        |  | Certain amounts in the December 31, 2002 financial statements were
reclassified to conform to the December 31, 2003 presentation.                                                                                                                                                                                                                                                                                                                                                               
|       
|        |  | Earnings (Loss) Per Share of Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       
|        |  | Historical net income (loss) per common share is computed using the
weighted average number of common shares outstanding. Diluted
earnings per share (EPS) includes additional dilution from common
stock equivalents, such as stock issuable pursuant to the exercise of
stock options and warrants. Common stock equivalents were not
included in the computation of diluted earnings per share when the
Company reported a loss because to do so would be antidilutive for
periods presented.
|       
|        |  | The following is a reconciliation of the computation for basic and
diluted EPS:                                                                                                                                                                                                                                                                                                                                                                                                                 

|                                                     |               |   |              |   |              |   |            |   | 
|---------------------------------------------------- | ------------- | - | ------------ | - | ------------ | - | ---------- | - | 
|                                                     |               |   | December 31, |   | December 31,
|                                                     |               |   | 2003         |   | 2002        
|                                                     |               |   |              |   |             
|Net loss                                             |               | $ | (1,431,341   | ) |              | $ | (2,220,189 | )
|                                                     |               |   |              |   |              |   |            |  
|Weighted-average common shares                       |               |   |              |   |              |   |            |  
|Outstanding (Basic)                                  |               |   | 89,771,571   |   |              |   | 17,068,691 |  
|Weighted-average common stock                        |               |   |              |   |              |   |            |  
|Equivalents                                          |               |   |              |   |              |   |            |  
|                                                     | Stock options |   |              |  |              |   |            |  | 
|                                                     | Warrants      |   |              |  |              |   |            |  | 
|                                                     |               |   |              |   |              |   |            |  
|Weighted-average common shares
Outstanding (Diluted) |               |   | 89,771,571   |   |              |   | 17,068,691 |  
|                                                     |               |   |              |   |              |   |            |  



| |  | Options and warrants outstanding to purchase stock were not included
in the computation of diluted EPS for December 31, 2003 and 2002
because inclusion would have been antidilutive.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





---



##### 



MOBILEPRO CORP AND SUBSIDIARY
(FORMERLY CRAFTCLICK.COM, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2003 AND 2002



|NOTE 2- |  | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|        |  | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       
|        |  | In June 1998, the Financial Accounting Standards Board issued SFAS
No. 133, Accounting for Derivative Instruments and Hedging
Activities. SFAS No. 133 requires companies to recognize all
derivative contracts as either assets or liabilities in the balance
sheet and to measure them at fair value. If certain conditions are
met, a derivative may be specifically designated as a hedge, the
objective of which is to match the timing of the gain or loss
recognition on the hedging derivative with the recognition of (i) the
changes in fair value of the hedged asset or liability that are
attributable to the hedged risk or (ii) the earnings effect of the
hedged forecasted transaction. For a derivative not designated as a
hedging instrument, the gain or loss is recognized in income in the
period of change. On June 30, 1999, the FASB issued SFAS No. 137,
Accounting for Derivative Instruments and Hedging
Activities-Deferral of the Effective Date of FASB Statement No. 133.
SFAS No. 133 as amended by SFAS No. 137 and 138 is effective for all
fiscal quarters of fiscal years beginning after June 15, 2000.
|       
|        |  | Historically, the Company has not entered into derivatives contracts
to hedge existing risks or for speculative purposes. Accordingly,
the Company does not expect adoption of the new standard to have a
material effect on the consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       
|        |  | In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin (SAB) No. 101, Revenue Recognition in
Financial Statements. SAB 101 provides guidance for revenue
recognition under certain circumstances, and is effective during the
first quarter of fiscal year 2001. SAB 101 is not expected to have a
material effect on the consolidated results of operations, financial
position and cash flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       
|        |  | On March 16, 2000, the Emerging Issues Task Force issued EITF 99-19
Recording Revenue as a Principal versus Net as an Agent which
addresses the issue of how and when revenues should be recognized on
a Gross of Net method as the title implies. The emerging Issues Task
Force has not reached a consensus but sites SEC Staff Accounting
Bulletin 101. EITF 99-19 does not affect the condensed consolidated
financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       
|        |  | On July 20, 2000, the Emerging Issues Task Force issued EITF 00-14
Accounting for Certain Sales Incentives which established
accounting and reporting requirements for sales incentives such as
discounts, coupons, rebates and free products or services.
Generally, reductions in or refunds of a selling price should be
classified as a reduction in revenue. For SEC registrants, the
implementation date is the beginning of the fourth quarter after the
registrants fiscal year end December 15, 1999. EITF 00-14 does not
affect the condensed consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     





---



##### 



MOBILEPRO CORP AND SUBSIDIARY
(FORMERLY CRAFTCLICK.COM, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2003 AND 2002



|NOTE 2- |  | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|        |  | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       
|        |  | In June 2001, the FASB issued Statement No. 142 Goodwill and Other
Intangible Assets. This statement addresses financial accounting
and reporting for acquired goodwill and other intangible assets and
supersedes APB Opinion No. 17, Intangible Assets. It addresses how
intangible assets that are acquired individually or with a group of
other assets (but not those acquired in a business combination)
should be accounted for in financial statements upon their
acquisition. This Statement also addresses how goodwill and other
intangible assets should be accounted for after they have been
initially recognized in the financial statements. This statement was
utilized in preparing the condensed consolidated financial statements
for December 31, 2003.                                                                                                                                                                                                                                                                                                                          
|       
|NOTE 3- |  | NOTE PAYABLE  MARYLAND DEPARTMENT OF BUSINESS & ECONOMIC
DEVELOPMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       
|        |  | The Company entered into an agreement with the Maryland Department of
Business and Economic Development (DBED) in the amount of $100,000,
which represents DBEDs investment in the Challenge Investment
Program (CIP Agreement) dated March 29, 2001. The term of the CIP
Agreement extends through June 30, 2011. Beginning April 30, 2002
and continuing annually thereafter until April 30, 2011, the Company
shall make a payment (the Equity Financing Payment) which shall be
equal to 1% of the Companys Aggregate Equity Financing Amount for
the year immediately preceding the April 30th payment date greater
than $500,000, not to exceed $300,000. The Aggregate Equity
Financing Amount shall mean the total amount of capital raised by the
Company through the sale, transfer, or exchange of its stock,
options, warrants or any security convertible into its stock,
options, or warrants during the calendar year immediately preceding
the April 30th payment date. There have been no payments made on
this note. The outstanding balance at December 31, 2003 is $100,000.

|                  |  |   |         | 
|----------------- |  | - | ------- | 
|Current portion   |  | $ | 4,500   | 
|Long-term portion |  |   | 95,500  | 
|                  |  |   |         | 
|                  |  | $ | 100,000 | 
|                  |  |   |         | 





---



##### 



MOBILEPRO CORP AND SUBSIDIARY
(FORMERLY CRAFTCLICK.COM, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2003 AND 2002



|NOTE 4- |  | CONVERTIBLE DEBENTURES-OTHER                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|        |  | The Company on May 31, 2002, entered into a Securities Purchase
Agreement with certain investors pursuant to which the Company issued
and sold $250,000 of convertible debentures. The debentures accrue
interest at the rate of four percent (4%) per year and are
convertible at the holders option. Holders of the debentures have
certain registration rights with respect to the resale of common
stock received upon conversion of the debentures. The term of the
debentures are five years. As of December 31, 2003 there was $-0-
outstanding.                                                                                    
|       
|NOTE 5- |  | EQUITY LINE OF CREDIT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       
|        |  | On May 31, 2002, the Company entered into an equity line of credit
arrangement with Cornell Capital Partners, L.P. that was terminated
on October 16, 2002 and re-entered on the same day October 16, 2002.
This agreement was in turn terminated on February 6, 2003 and
re-entered the same day February 6, 2003. The equity line provides
generally, that Cornell will purchase up to $10 million of common
stock over a two-year period, with the time and amount of such
purchases, if any, at the Companys discretion. Cornell Capital will
purchase the shares at a 9% discount to the prevailing market price
of the common stock.
|       
|        |  | There are certain conditions applicable to the Companys ability to
draw down on the equity line including the filing and effectiveness
of a registration statement registering the resale of all shares of
common stock that may be issued to Cornell under the equity line and
the Companys adherence with certain covenants. The registration
statement became effective May 9, 2003.                                                                                                                                                                                                                                                  
|       
|        |  | In the event Cornell Capital holds more than 9.9% of the
then-outstanding common stock of the Company, the Company will be
unable to draw down on the Equity Line of Credit. If the Company
is unable to draw down on the Equity Line of Credit, is unable to
obtain additional external funding or generate revenue from the sale
of its products, the Company could be forced to curtail or cease
operations.                                                                                                                                                                                                                            
|       
|        |  | The Company drew $200,000 on the Equity Line on February 26, 2003.
This note was payable in eighty-two (82) calendar days. The Company
agreed to escrow ten (10) requests for advances under the Agreement
in amount not less than $20,000. At March 31, 2003 there was
$160,000 outstanding on the note, which was $-0- at June 30, 2003 due
to conversions of this debt to equity. The Company, as part of the
Equity Line of Credit, advanced 10,000,000 shares of its common stock
to the escrow agent Butler Gonzalez, LLP.                                                                                                           





---



##### 



MOBILEPRO CORP AND SUBSIDIARY
(FORMERLY CRAFTCLICK.COM, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2003 AND 2002



|NOTE 5- |  | EQUITY LINE OF CREDIT (CONTINUED)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|        |  | The Company on May 9, 2003, entered into a second Equity Line of
Credit, for $200,000 with Cornell Capital Partners, L.P. with the
same terms as the February 26, 2003 Equity Line of Credit. Of this
$200,000 advance, as of September 30, 2003, $-0- remains outstanding
due to conversions of this debt to equity. As part of this loan, the
Company advanced 20,000,000 shares of common stock to the escrow
agent.                                                                                                                                                                                                                                                                                                                                                          
|       
|        |  | In June 2003, the Company also received $35,000 from Cornell Capital
Partners, L.P. As of September 30, 2003, $-0- remains outstanding as
the debt was converted to equity. There were 10,000,000 shares of
common stock issued under this loan to the escrow agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       
|        |  | The Company in July, August and September 2003 in accordance with the
agreement with Cornell Capital Partners, L.P., borrowed $1,000,000.
As of September 30, 2003, $600,000 remains outstanding due to
conversions of this debt to equity, and as of December 31, 2003 there
are no amounts outstanding. As part of these loans, the Company
advanced 40,000,000 shares of common stock to the escrow agent.                                                                                                                                                                                                                                                                                                                                                                    
|       
|        |  | The Company in December 2003 in accordance with the agreement with
Cornell Capital Partners, L.P., borrowed $1,000,000. As of December
31, 2003, the entire $1,000,000 remains outstanding, and since
December 31, 2003 and through January 23, 2004, Cornell has converted
$300,000 into shares of common stock with $700,000 outstanding at
January 23, 2004. As part of these loans, the Company advanced
30,000,000 shares of common stock to the escrow agent.                                                                                                                                                                                                                                                                                                              
|       
|NOTE 6- |  | LONG-TERM DEBT  SELLERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       
|        |  | In February, 2002, as part of the Companys Presidents private
purchase of stock, the Company entered into two (2) promissory notes
of $37,500 each ($75,000 total) with the seller and a related entity
to the seller. These notes were due September 1, 2002 at an annual
rate of interest on the notes of 5%. Since the Company failed to pay
the notes on the due date, interest will be charged at 15%. The
Company paid one of the $37,500 notes with interest in September
2003, with the other note still outstanding as of December 31, 2003.
The remaining note is under negotiation to settle all claims relating
to the note. Interest expense on the two (2) promissory notes for
nine months ended December 31, 2003 and 2002 was $7,749 and $3,642,
respectively.
|       
|NOTE 7- |  | OFFICERS ADVANCES/ CONVERTIBLE
DEBENTURES - OFFICERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       
|        |  | The amounts represent advances to and from officers of the Company.
These advances through March 31, 2003 were interest-free and were
anticipated to be repaid in the next year. The advances were
necessary to cover working capital deficiencies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              





---



##### 



MOBILEPRO CORP AND SUBSIDIARY
(FORMERLY CRAFTCLICK.COM, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2003 AND 2002



|NOTE 7- |  | OFFICERS ADVANCES/ CONVERTIBLE
DEBENTURES  OFFICERS (CONTINUED)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|        |  | Pursuant to these advances, on May 16, 2003, the Company entered into
two (2) separate 4% convertible debentures with two officers who
advanced the Company the $277,617. The debentures are due May 15,
2005. The terms of the convertible debentures are that the Company
will accrue interest at 4% per annum retroactive to the date of the
advances, and that accrued interest plus the principal advanced shall
be either (a) paid to the holder on the second year anniversary (May
15, 2005) or (b) converted from time to time until payment in full in
accordance with the conversion terms as stipulated in the debenture,
except for $30,000 of which is due and payable on or before September
1, 2003. Of the $30,000 due, the Company paid $2,000 during the six
months ended September 30, 2003. One of the officers that the
debentures were given to has terminated his employment with the
Company. Under the terms of the severance agreement, the Company
agreed to pay out the remaining amounts of the debenture. In the
three months ended December 31, 2003, the Company paid out $70,000
and has $50,000 outstanding. The Company anticipates this amount, as
well as $130,000 of other officer advances to be converted into
shares of common stock by January 31, 2004. The $180,000 which is to
be converted, represents the current portion of these advances.
|       
|NOTE 8- |  | STOCKHOLDERS DEFICIT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       
|        |  | The beginning balances reflected as of March 31, 2000 through June 1,
2001 are those of the former company (registrant) Craftclick.com,
Inc. On June 6, 2001 Craftclick.com, Inc. and Mobilepro Corp merged
under a reverse merger as of June 1, 2001. Upon that merger the
stockholders equity of Mobilepro Corp (a former private company)
under a recapitalization, became that equity of the public entity.
Upon the recapitalization, 8,750,000 shares were issued to the former
Craftclick.com, Inc.s stockholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       
|        |  | Additionally, from June 1, 2001 to March 31, 2002, the Company issued
8,216,000 shares for services valued at fair market value. There
were 3,025,000 shares issued for conversion of debt. Finally,
330,000 shares were issued because of a special warrant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       
|        |  | On March 12, 2003, the Company amended its Articles of Incorporation,
and pursuant to a board resolution, increased the authorized level of
common stock from 50,000,000 to 600,000,000. In addition, the Company
increased the shares authorized under its 2001 Equity performance
Plan from 1,000,000 to 6,000,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       
|        |  | The following details the stock transactions after the
recapitalization through December 31, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       
|        |  | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       
|        |  | On June 1, 2001, the Company issued 3,000,000 shares in a conversion
of debt. The issuances of shares were valued at $480,000 (16 cents
per share), the fair value of the Companys stock at that time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     





---



##### 



MOBILEPRO CORP AND SUBSIDIARY
(FORMERLY CRAFTCLICK.COM, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2003 AND 2002



|NOTE 8- |  | STOCKHOLDERS DEFICIT (CONTINUED)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|        |  | Common Stock (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       
|        |  | On June 1, 2001, the Company issued 2,600,000 shares for services and
compensation at a value of $416,000 (16 cents per share), the fair
value of the Companys stock at that time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       
|        |  | On August 1, 2001, the Company issued 330,000 shares that were the
result of the exercising of warrants. The value of $577,500 ($1.75
per share) was the fair value of the Companys stock at that time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       
|        |  | On September 6, 2001, the Company issued 1,500,000 shares for
services at a value of $247,500 (16.5 cents per share), the fair
value of the Companys stock at that time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       
|        |  | On October 26, 2001, the Company issued 25,000 shares for services at
a value of $1,250 (5 cents per share), the fair value of the
Companys stock at that time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       
|        |  | On November 19, 2001, the Company had a 1 for 200 reverse stock split
which effectively reduced their issued and outstanding shares
16,677,711. Additionally, on that date the Company issued 3,000,000
shares for services in conjunction with an Investors Rights Agreement
at a value of $240,000 (8 cents per share), the fair value of the
Companys stock at that time.                                                                                                                                                                                                                                                                                                                                                                                            
|       
|        |  | On February 15, 2002, the Company issued 106,000 shares for services
at a value of $111,300 ($1.05 per share), the fair value of the
Companys stock at that time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       
|        |  | On February 19, 2002, the Company issued 25,000 shares in conversion
of a note payable at a value of $26,250 ($1.05 per share), the fair
value of the Companys stock at that time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       
|        |  | On March 18, 2002, the Company issued 960,000 shares for services.
These shares were issued at 55 cents per share ($528,000) based on a
Board Resolution on March 6, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       
|        |  | On April 23, 2002, the Company issued 12,352,129 shares of our common
stock to the holders of NeoReachs common stock pursuant to an
Agreement and Plan of Merger, dated March 31, 2002. A newly formed,
wholly-owned subsidiary of Mobilepro merged into NeoReach, in a
tax-free one-for-one share exchange transaction. The merger was
consummated on April 23, 2002. As a result of the merger, NeoReach
is now a wholly-owned subsidiary of Mobilepro. The issuance of the
shares were valued at a fair value of $6,546,628, based on the last
trading price of $0.53 and assuming there was actual active trading
of our stock at that time. The Company believes the issuance of the
stock to be exempt from registration under Section 4(2) of the
Securities Act.





---



##### 



MOBILEPRO CORP AND SUBSIDIARY
(FORMERLY CRAFTCLICK.COM, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2003 AND 2002



|NOTE 8- |  | STOCKHOLDERS DEFICIT (CONTINUED)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|        |  | Common Stock (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       
|        |  | On May 31, 2002, the Company issued a total of 690,000 shares of its
common stock to the following parties: 450,000 shares to INFe, Inc.,
150,000 shares to Thomas Richfield, 60,000 shares to Francine
Goodman, and 30,000 shares to Triple Crown Consulting. These shares
were issued for consulting services regarding the Mobilepro-NeoReach
merger. The issuance of the shares were valued at $317,400, the fair
value of our stock at that time. The Company believes
the value of the services provided were commensurate with the value
of the stock issued. The Company believes the issuance of the stock
to be exempt from registration under Section 4(2) of the Securities
Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       
|        |  | On June 10, 2002, the Company issued a total of 784,314 shares of the
common stock to the following parties: 764,706 to Cornell Capital
Partners, LP and 19,708 to Westrock Advisors, Inc. These shares were
issued pursuant to an equity line of credit arrangement with Cornell
Capital Partners, dated May 31, 2002. The issuance of the shares
were valued at $517,647, the fair value of our stock at that time.
The Company believes the issuance of the stock to be exempt from
registration under Section 4(2) of the Securities Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       
|        |  | On July 18, 2002, the Company issued a total of 305,000 shares of our
common stock to various parties. 160,000 shares of the restricted
common stock was issued to Daniel Lozinsky, a director of the
Company, in a private sale for an aggregate cash consideration of
$39,000 based on a Board Resolution as of July 17, 2002. In
addition, the Company also issued 20,000 shares of common stock under
the 2001 Equity Performance Plan and 100,000 restricted common stock
as compensation to Mark Johnson for various merger and acquisition
related services and associated back office services in accordance
with a Consulting Agreement dated July 17, 2002. The Company also
issued 25,000 shares of restricted common stock as compensation to M.
Johnson & Associates, Inc. for certain services in accordance with an
Investor Relations Agreement dated July 17, 2002. The issuance of
the shares was valued at $65,250, the fair value of the stock at that
time. The Company believes the value of the services provided were
commensurate with the value of the stock issued. The Company
believes the issuance of the stock to be exempt from registration
under Section 4(2) of the Securities Act.
|       
|        |  | On July 26, 2002, the Company issued a total of 500,000 shares of its
restricted common stock to Capital Research Group, Inc. for certain
investor relations consulting services in accordance with a
Consulting Group Agreement dated July 25, 2002. The issuance of the
shares was valued at $220,000, the fair value of the stock at that
time. The Company believes the issuance of the stock to be exempt
from registration under Section 4(2) of the Securities Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            





---



##### 



MOBILEPRO CORP AND SUBSIDIARY
(FORMERLY CRAFTCLICK.COM, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2003 AND 2002



|NOTE 8- |  | STOCKHOLDERS DEFICIT (CONTINUED)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|        |  | Common Stock (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       
|        |  | On September 4, 2002, the Company issued a total of 709,853 shares of
its common stock to various parties. 100,000 shares were issued to
Hee Han Bang, a non-affiliated and accredited/sophisticated investor
in a private sale for an aggregate cash consideration of $25,000.
These shares were issued at $0.25 per share based on a Board of
Resolution fixing the value of the securities on and as of August 9,
2002. 150,000 shares of the common stock were issued to Daniel
Lozinsky, a director of the Corporation, in a private sale for an
aggregate cash consideration of $15,000. These shares were issued
based on a Board Resolution as of August 19, 2002. The Company
issued a total of 209,853 shares of its common stock to INFe, Inc.
based on a Board Resolution as of August 19, 2002. These shares were
issued for consulting services in connection with the
Mobilepro-NeoReach merger and a Reverse Merger Engagement
Agreement dated January 11, 2002 between NeoReach, Inc. and INFe,
Inc. The issuance of the shares was valued at $62,956, the fair
value of the stock at that time. The Company also granted a total of
250,000 shares of our restricted common stock to Parag Sheth, an
executive of the Corporation. Parag Sheth was granted 150,000 shares
of the Companys restricted common stock for forgiving a total of
$15,000 in salary corresponding to a price of $0.10 per share and he
was also granted 100,000 shares of the Companys restricted common
stock as an inducement for providing services for the Corporation.
These shares were issued based on a Board Resolution as of August 20,
2002 and the issuance of the shares was valued at $25,000.
|       
|        |  | The Company believes the value of the services provided were
commensurate with the value of the stock issued. The Company
believes the issuance of the stock to be exempt from registration
under Section 4(2) of the Securities Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       
|        |  | On March 4, 2003 the Company issued 658,334 shares to Cornell Capital
for a fee for filing the SB2 registration statement late. The fair
value of the services was $26,333.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       
|        |  | On March 5, 2003, the Company issued 10,000,000 shares of its common
stock to the escrow agent for use in raising money on the Equity Line
of Credit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       
|        |  | On March 17, 2003 and March 25, 2003, the Company exchanged 2,739,726
shares and converted $40,000 of debt in total and recognized $53,151
of amortization of discount and interest on debt conversions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 





---



##### 



MOBILEPRO CORP AND SUBSIDIARY
(FORMERLY CRAFTCLICK.COM, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2003 AND 2002



|NOTE 8- |  | STOCKHOLDERS DEFICIT (CONTINUED)                                                                                                                                                                                                                                                                                                      
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|        |  | Common Stock (Continued)                                                                                                                                                                                                                                                                                                              
|       
|        |  | On April 30, 2003, May 22, 2003 and June 19, 2003, the Company issued
10,000,000 shares of common stock respectively (30,000,000 in total),
to the escrow agent for use in raising money on the Equity Line of
Credit.                                                                                                                
|       
|        |  | In the three months ended June 30, 2003, the Company exchanged
5,685,188 shares of common stock and converted $265,000 of debt in
total and recognized $100,199 of amortization of discount and
interest on debt conversions.                                                                                                         
|       
|        |  | On June 19, 2003, the Company issued 350,000 shares of common stock
as compensation at a fair value of $8,750.                                                                                                                                                                                                                        
|       
|        |  | On July 7, 2003, pursuant to the MOU between the Company and GBH
Telecom, LLC, the Company issued 3,500,000 shares of common stock
valued at $68,250. As of September 30, 2003, the agreement with GBH
Telecom, LLC was terminated.                                                                                                   
|       
|        |  | On July 30, 2003, August 7, 2003 and September 23, 2003, the Company
issued 40,000,000 shares of common stock to the escrow agent pursuant
to the terms of their agreement, and 12,708,142 shares of common
stock were issued in conversions of certain amounts borrowed under
the equity lines of credit entered into by the Company.
|       
|        |  | In the three months ended September 30, 2003, the Company exchanged
12,708,142 shares of common stock and converted $695,000 of debt in
total and recognized $41,194 of amortization of discount and interest
on debt conversions.                                                                                                    
|       
|        |  | In the three months ended December 31, 2003, the Company exchanged
2,255,010 shares of common stock and converted $600,000 of debt in
total and recognized $59,593 of amortization of discount and interest
on debt conversions.                                                                                                      
|       
|        |  | In October 2003, the Company issued $391,304 shares of common stock
in conversion of $9,000 in advances that were funded to the Company.                                                                                                                                                                                              





---



##### 



MOBILEPRO CORP AND SUBSIDIARY
(FORMERLY CRAFTCLICK.COM, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2003 AND 2002



|NOTE 8- |  | STOCKHOLDERS DEFICIT (CONTINUED)                                                                                                                                                                                                                                                          
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|        |  | Preferred Stock                                                                                                                                                                                                                                                                           
|       
|        |  | There was no change in preferred stock during the year ended March
31, 2003, and only a slight increase in the number of shares (47) due
to the recapitalization of the Company for the year ended March 31,
2002. There were no issuances during the nine months ended December
31, 2003.
|       
|        |  | Additional Paid-in Capital                                                                                                                                                                                                                                                                
|       
|        |  | During the nine months ended December 31, 2003, the Company
negotiated and settled with a number of vendors which resulted in a
reduction of accounts payable and a conversion to equity totaling
$374,616.                                                                               
|       

|NOTE 9- |  | PATENTS                                                                                                                                                                                                                                                                                                                                                                     
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|        |  | As of January 23, 2003, the Company has filed a total of six patent
applications which were pending with the U.S. Patent and Trademark
Office (PTO) in the area of Smart Antenna technology. As of
January 23, 2003, the Company has been granted approval of five
patents and one patent application is still pending approval. The
five approved patents are as follows:



| | 1. |  | Smart Antenna with Adaptive Convergence Parameter
with PTO Patent Number 6,369,757, issued April 9, 2002;                                                        
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | A Smart Antenna With No Phase Calibration for CDMA
Reverse Link with PTO Patent Number 6,434,375 issued August 13,
2002;                                         
|
| | 3. |  | PN Code Acquisition with Adaptive Antenna Array and
Adaptive Threshold for DS-CDMA Wireless Communication with PTO
Patent Number 6,404,803, issued June 11, 2002;
|
| | 4. |  | New Cellular Architecture for Code Division Multiple
Access SMOA Antenna Array Systems with PTO Patent Number
6,459,895, issued October 1, 2002; and             
|
| | 5. |  | Direction of Arrival Angel Tracking Algorithm for
Smart Antennas with PTO Patent Number 6,483,459, issued date
November 19, 2002.                                



| |  | Improvement of PN Code Chip Time Tracking with Smart Antenna, a
patent application filed on February 6, 2002 with Docket #3228-007-64
and serial number 10/066,762 is pending  awaiting first Office
Action from Patent Office.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | In addition, the Company also has two other patent applications
pending which are referred to as Wireless Communication System and
Method of Providing Wireless Communication Service                                           





---



##### 



MOBILEPRO CORP AND SUBSIDIARY
(FORMERLY CRAFTCLICK.COM, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2003 AND 2002



|NOTE 9-  |  | PATENTS (CONTINUED)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        
|         |  | with specific descriptions to include Device and Method for
Changing the Orientation and Configuration of a Display of an
Electronic Device and Electronic Device Having Multiple Service
Functionality. Both of these pending patent applications relate
to the business of the Company before the merger with NeoReach.
The Company does not intend to pursue business related to these
patents and intends to assign the patents to the inventor and
former president of Mobilepro.                                                                                                                                                                                                                                      
|        
|NOTE 10- |  | GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        
|         |  | As shown in the accompanying consolidated financial statements the
Company has sustained net operating losses for the years ended
March 31, 2003 and 2002 and for the nine months ended December 31,
2003 and 2002. There is no guarantee that the Company will be
able to raise enough capital or generate revenues to sustain its
operations.                                                                                                                                                                                                                                                                                                                                                                                 
|        
|         |  | Management has received a commitment from Cornell Capital
Partners, L.P. to provide the Company with up to $10 million in
financing under certain conditions and has received funding in the
past fiscal year from Cornell Capital Partners, L.P. In addition,
the Company in its fourth fiscal quarter has completed an
acquisition of a national internet service provider that will
bring revenues and expects to bring cash flow into the Company
from operations. It will enable the Company to emerge from the
development stage. The Company is also exploring other
transactions that will fit its business model and assist the
Company in meeting the demands of the research and development
segment of the business.
|        
|NOTE 11- |  | COMMITMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        
|         |  | In April 2002, NeoReach, Inc. established a technology alliance
with Prime Circuits, Inc. Prime Circuits is a privately-held
semiconductor developer based in Greenbelt, MD that specializes in
ultra small, ultra low power analog, digital and hybrid chipsets.
Prime Circuits technology is currently in use in a number of NASA
applications at Goddard Space Flight Center.                                                                                                                                                                                                                                                                                                                                               
|        
|         |  | As part of the alliance, NeoReach will gain access to technical
knowledge, personnel and low power semiconductor technology that
NeoReach believes will greatly expand its digital modem suite.
This solution targets the consumer handsets and network
transmission base stations to support 3G communications.                                                                                                                                                                                                                                                                                                                                                                                                                
|        
|         |  | On May 10, 2002 the Company announced that Arne Dunhem was
appointed the Chairman, President and CEO of Mobilepro Corp. Mr.
Dunhem has over 28 years of experience in the growth of high
technology companies, especially in the
telecommunications field. The Company announced that Mr. Dunhem
left the employ of the Company in December 2003.                                                                                                                                                                                                                                                                                                                                                                               





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##### 



MOBILEPRO CORP AND SUBSIDIARY
(FORMERLY CRAFTCLICK.COM, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2003 AND 2002



|NOTE 11- |  | COMMITMENTS (CONTINUED)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        
|         |  | On November 8, 2002, the Company entered into a sublease agreement
with Amisys, L.L.C. The term of the lease was effective December
1, 2002 and terminates December 31, 2006. A security deposit of
$9,518 was required at execution of the lease and has been made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        
|         |  | The Company has executed a Memorandum of Understanding (MOU) under
which it intends to acquire GBH Telecom, LLC (GBH) in a tax-free
stock swap transaction. The Company had anticipated to close the
transaction in its second fiscal quarter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        
|         |  | Upon further due diligence by management, it was determined that
this transaction was not in the best interest of the Company and
negotiations were terminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        
|         |  | The Company entered into a memorandum of understanding with
Constellation Networks Corporation, a telecommunications
transmission and distribution company headquartered in Michigan.
The Company was to acquire Constellation in a transaction
including both stock and cash in September 2003, however, subject
to further due diligence the Company terminated the MOU. In
January 2004, the Company announced that it was no longer pursuing
the Constellation transaction.                                                                                                                                                                                                                                                                                                                                                            
|        
|         |  | In December 2003, the Company hired Mr. Jay Wright as the
Companys President and Chief Financial Officer. Mr. Wright is
entitled to 3,000,000 shares of the Companys common stock under
his arrangement with the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        
|NOTE 12- |  | IMPAIRMENT OF GOODWILL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        
|         |  | As part of the Companys acquisition of its subsidiary NeoReach,
Inc., the Company recognized $7,190,374 in goodwill which
represented the excess of the fair value of the stock paid for the
net assets received in accordance with FASB No. 142. Management
has considered this goodwill to be completely impaired and is
reflected in the consolidated statements of operations for the
nine months ended December 31, 2002 as such.                                                                                                                                                                                                                                                                                                                                                                                                    
|        
|NOTE 13- |  | LITIGATION/ LEGAL PROCEEDINGS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        
|         |  | As of December 31, 2003, the Company was not party to any material
legal proceedings. Previously, the Company was party to four
legal proceedings with prior employees. Mr. Tatcha Chulajata, a
former employee of Mobilepro filed a formal complaint against the
Company on October 29, 2002 with the State of Maryland, Department
of Labor, Licensing and Regulation for a claim for unpaid wages.
The employee
claims a total of $49,866.67 for unpaid wages from August 2001
through October 2002. Mr. Chulajata was employed by NeoReach,
Inc. on July 15, 2000 as Senior Engineer and he resigned in
October 2002. Due to financial difficulties encountered by the
Company in 2001 and 2002, Mr. Chulajata received a reduced salary.
The Company settled these claims and obtained full releases on
October 2, 2003 dismissing the





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##### 





| |  | complaints. The Company was able to
settle this claim and there remains $5,000 outstanding to this
individual as of December 31, 2003, which has been paid in January
2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Mobilepro and NeoReach, Inc. were on December 31, 2002 served with
three complaints in the United States District Court for the
District of Maryland in three separate actions seeking relief for
failure to pay wages and breach of contract. The three plaintiffs
are in the three separate actions seeking relief of approximately
$59,334.67, $65,383.34 and $60,750.00, respectively. The three
plaintiffs are former employees and all were employed as Senior or
Principal Engineers since September 2001, June 2000 and August
2001, respectively. Due to financial difficulties encountered by
Mobilepro in 2001 and 2002, the three individuals received reduced
salaries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | Mobilepro has negotiated settlements with the three former
employees with respect to the
claims. The Company settled these claims and obtained full
releases in October 2003, dismissing the complaints. The Company
has been paying down amounts in compliance with the settlement
agreement and as of December 31, 2003, there remains $29,302
outstanding on the settled amounts, which have been paid in
January 2004. Any amounts that the Company was able to settle
representing savings to the Company have been included in
additional paid in capital as an equity contribution.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  | Mr. Scott R. Smith, a former executive of NeoReach, Inc. filed a
formal complaint against the Company on January 10, 2003 with the
State of Illinois, Department of Labor for a claim for unpaid
wages. The former executive claimed a total of $97,335 for unpaid
wages from February 2002 through August 2002. The complaint was
subsequently dismissed by the State of Illinois, Department of
Labor in April 2003. Mr. Smith was employed by NeoReach, Inc. on
February 19, 2002 as Executive Vice President and his employment
agreement expired on August 18, 2002. Due to financial
difficulties encountered by Mobilepro in 2002, Mr. Smiths salary
was deferred as part of an agreement between Mr. Smith and
Mobilepro. A settlement agreement was mutually signed and
executed on August 30, 2002. Due to the Companys inability to
pay full amounts per the settlement agreement, negotiations had
been ongoing for an adjusted payment plan. The Company settled
this claim and obtained a full release in October 2003, dismissing
the complaint. The Company has recorded the full liability on its
books at December 31, 2003, and this will remain until the shares
of common stock agreed to are issued, no later than June 1, 2004.
|
| |  | Virginia University of Technology, Sponsored Programs, claims from
the Company $87,243 for unpaid research and development work
performed by the University for NeoReach during the years 2001 and
2000. The Company is currently negotiating a settlement with the
University with respect to the claim. This amount is currently
reflected in accounts payable for the Company at December 31,
2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | ZDG Investments, Ltd. claims from the Company as a result of the
February 19, 2002 Stock Purchase Agreement between Mr. Daniel
Lozinsky and ZDG Investments, Ltd. a total of $37,500. The Company
intends to negotiate a settlement with ZDG Investments, Ltd. with
respect to this claim. This amount is currently accounted for in
the notes payable outstanding at December 31, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                





---



##### 



MOBILEPRO CORP AND SUBSIDIARY
(FORMERLY CRAFTCLICK.COM, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2003 AND 2002



|NOTE 14- |  | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        
|         |  | In January 2004, the Company acquired a national internet service
provider in Texas. This company offers complete broadband and
dialup internet access for individuals and businesses with a full
range of connections including DSL, Dialup, T1 and T3 as well as
hosting and collection services. They provide internet service in
over 30 states and concentrates on offering technical muscle and
know-how with strong customer support and infrastructure.
|        
|         |  | As part of the last funding by Cornell Capital Partners, LP,
through January 23, 2004, $300,000 has been converted to shares of
common stock subsequent to December 31, 2003.                                                                                                                                                                                                                                                                                  





---



##### 



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

Forward Looking Statements

When used in this Form 10-QSB and in future filings by Mobilepro Corp. with the
Securities and Exchange Commission, the words or phrases will likely result,
management expects, 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
10-QSB. 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 History

Mobilepro is a development stage company and currently trades on the Bulletin
Board under the stock symbol MOBL. The following is a brief history of the
Company.

Mobilepro was incorporated on July 14, 2000 and was focused on the integration
and marketing of complete mobile information solutions that satisfy the needs
of mobile professionals.

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

In April 2001, CraftClick reorganized pursuant to a Plan of Merger wherein its
domicile was changed from Utah to Delaware, and the common stock was subject to
a reverse split on the basis of 1 new share for every 100 shares outstanding.
On June 6, 2001, CraftClick and Mobilepro entered into an Agreement and Plan of
Merger dated June 1, 2001 (CraftClick Merger Agreement). Under the
CraftClick Merger Agreement, Mobilepro merged with and into CraftClick, with
CraftClick being the surviving corporation. On July 9, 2001, the name of the
surviving corporation was changed to Mobilepro Corp.

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

On February 19, 2002, the Company entered into a Stock Purchase Agreement with
Mr. Daniel Lozinsky and ZDG Investments, Ltd. and another Stock Purchase
Agreement with Mr. Daniel Lozinsky, Ms. Joann
Smith and Mr. Scott Smith. ZDG Investments Ltd., Ms. Joann Smith and Mr. Scott
Smith were all significant stockholders of the Company at the time. Pursuant
to these two stock purchase agreements, Mr. Lozinsky acquired an aggregate of

1



---



##### 



2,057,733 shares of Mobilepro Common Stock, representing approximately 64.7% of
the Companys voting securities at that time. On February 28, 2002, Mr. Scott
Smith resigned as the President, CEO and Chairman of the Company, and Mr.
Lozinsky became the President and CEO of the Company. On May 10, 2002, Mr.
Arne Dunhem became the Companys President, CEO and Chairman and Mr. Lozinsky
became our Senior Vice President. In December 2003, Mr. Arne Dunhem resigned
as President, CEO and Chairman of the Company, and Mr. Jay Wright became the
President and CEO of the Company.

On March 21, 2002, Mobilepro entered into an Agreement and Plan of Merger with
NeoReach, Inc., a private Delaware company, pursuant to which a newly formed,
wholly-owned subsidiary of Mobilepro merged into NeoReach in a tax-free
transaction. NeoReach is a development stage company designing modem solutions
to support third generation (3G) wireless communications systems. The merger
was consummated on April 23, 2002. As a result of the merger, NeoReach is now
a wholly-owned subsidiary of Mobilepro. On April 23, 2002, the Company issued
12,352,129 shares of its common stock in a one-for-one tax-free stock exchange
to the holders of NeoReachs common stock pursuant to the Agreement. This was
a cash-less transaction and there were no payments or finders fees involved.
The Board of Directors determined the consideration to be a fair compensation
to the NeoReach shareholders. The issuance of the shares were valued at a fair
value of $ 6,546,628, based on the last trading price of $0.53 and assuming
there was actual active trading of our stock at that time. The valuation of
NeoReach in the merger agreement was based on several factors, as described in
the table below excluding intangible assets and goodwill, including that over
thirty-three man-years of development efforts had been accumulated for
achieving the prototype third generation modem boards for the base station
applications, that a management team and engineering team were in place, that
office and laboratory facilities were in place, that six patents had been filed
or were already approved, and that contacts and relationships had already been
established with potential customers both in the United States and Korea. The
value of intangible assets and goodwill, such as contacts, relationships and
potential customers, has not been included in the table below since it is
difficult to estimate a real value on these items. The transaction was
concluded following arms-length negotiations. The Company believes the issuance
of the stock to be exempt from registration under Section 4(2) of the
Securities Act. The related parties from both the Company and NeoReach were
Messrs. Daniel Lozinsky, Arne Dunhem, Scott Smith and Ken Min. Mr. Daniel
Lozinsky who was a controlling stockholder of Mobilepro also owned
approximately 32.5% of NeoReach.

Approximate valuation of Neoreach, Inc. (Excluding Intangible Assets and
Goodwill)

|                                                           |  |               |       | 
|---------------------------------------------------------- |  | ------------- | ----- | 
|Item                                                       |  | Approx. Value
|                                                           |  |              
|Personnel, engineering man effort, 33 man-years            |  | $             | 4.5 M | 
|Patents, Awarded, Allowed, Pending, 6 each                 |  | $             | 1.8 M | 
|Tangible Assets                                            |  | $             | 0.2 M | 
|                                                           |  |               |       | 
|Total Valuation (Excluding Intangible Assets and Goodwill) |  | $             | 6.5 M | 

Business Strategy

We are pursuing both acquisitions and strategic alliances to leverage our
wireless technology and intellectual property assets. Our objectives are to
create high margin revenues and shareholder value, expand our reach in the
global market for integrated wireless and wireline solutions and position the
Company to play a more visible role in providing next generation communications
products, services and technologies.

We are making progress in developing new accretive acquisitions and alliances
which we believe will help us meet our growth objectives. On December 24,
2003, we announced in a press release that we signed a letter of intent with
DFW Internet, Inc., a Texas based internet services provider. DFW Internet,
Inc. generated approximately $800,000 (unaudited) in 2003 revenue and was
profitable on an unaudited basis. This transaction closed on
January 20, 2004.
On January 29, 2004, we announced in a press release that we signed a letter of
intent to acquire Internet Express, an Internet services provider based in
Beaumont, Texas, which is expected to add nearly $1.0 million in revenue and be
accretive to our 2004 earnings. The completion of the transaction is subject
to the signing of definitive agreements and customary closing conditions. The
terms of the transaction were not disclosed.

2



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##### 



We also announced several recent strategic alliances which are consistent with
our current business strategy and business development objectives. On February
4, 2004, we announced a strategic alliance with NetWolves Corporation (Nasdaq:
WOLV) whereby we would resell selected Netwolves products and services
including managed services and we would provision bandwidth, with particular
emphasis on the government and defense market sectors. On January 26, 2004, we
announced a strategic alliance with Global Defense Corporation to focus
directly on developing new business and revenue opportunities within the global
defense and homeland security market sectors.

In December 2003, we announced the formation of a senior level Advisory Board
to assist us in developing new business opportunities, identifying potential
alliance partners and providing counsel on new industry developments and market
trends and their potential implications for the Company.

To directly capitalize on our core wireless technology assets, we are pursuing
a two-pronged plan. First, we are seeking alliance partners to leverage our
five patents that cover existing wireless antenna intellectual property.
Second, we are moving forward as quickly as possible with a planned Zigbee chip
development which we will seek to commercialize on a cost-effective basis.
Zigbee represents the next generation of standards-based, reliable, ultra low
power, scaleable and secure communications specifically designed to support a
wide range of new applications in the areas of home automation, monitoring and
remote control systems, data telemetry, toys and selected wireless security
applications. We are a member of the Zigbee alliance that represents industry
players seeking to develop standards and applications for the new Zigbee
technology. We also have an existing relationship with the RF Microelectronics
Laboratory of the Information and Communications University of the Republic of
Korea to cooperate in selected wireless research projects. We are working with
the RF Microelectronics Laboratory to support the development of a planned
Zigbee chip.

We are a development stage company, and we can give no assurances that we will
be able to accomplish these 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 years
ended March 31, 2003, March 31, 2002, and March 31, 2001 (See Financial
Statements and Supplementary Data). In January 2004, following our business
strategy, we acquired a national internet service provider in Texas and expect
to emerge from the development stage in the fiscal quarter ending March 31,
2004.

Financial Condition and Changes in Financial Condition

Overall Operating Results:

We had no revenues for the quarter ended December 31, 2003.

Our operating expenses for the three months ended December 31, 2003 were
$573,000, a $401,231 increase when compared to $171,769 for the three months
ended December 31, 2002. For the nine months ended December 31, 2003 total
operating expenses were $1,210,809. This compares with $2.171 million for the
nine-month period ended December 31, 2002. Our primary expense for the three
months and nine-month periods ended December 31, 2003 was for Professional fees
and compensation expenses of $458,784 and $965,306 respectively. This
compares to $157,547 and $2.028 million for the three and nine-month periods
ended December 31, 2002. Of this amount, common stock issuances valuing
$76,444 and $690,606 for the nine months ended December 31, 2003 and 2002,
respectively, in lieu of cash were issued in connection with consulting fees
and expenses for services rendered.

As of December 31, 2003 the Company had $742,861 in cash compared to $1,453 as
of December 31, 2002. The cash is a result of an equity line arrangement with
Cornell Capital Partners, dated February 6, 2003. As of December 31, 2003,
accounts payable and accrued liabilities were reduced by $590,074 through
managements ongoing negotiation with the Companys vendors. Of this amount
$374,616 is included in equity as a direct result of the settlements.

Operating Losses

Our net operating loss for the three-month period ended December 31, 2003 was
$637,053, a $464,062 increase when compared to $172,991 for the three months
ended December 31, 2002. The loss for the nine-month period

3



---



##### 



ended December 31,
2003 was $1,431,341 compared to $2,220,189 as of December 31, 2002. These
losses were incurred primarily as a result of the aforementioned incurred
expenses.

As of December 31, 2003 the
Company has accumulated $15,110,325 in operating
losses that may, on a limited basis, be offset against future taxable income.
There are 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 as of
December 31, 2003, 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:

As of December 31, 2003, we had a total Stockholders Deficit of $1.320 million
compared to $2.110 million as of March 31, 2003. As of December 31, 2003,
the Company did not 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, 2003 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. The traditional
markets for raising capital have become more difficult in the last two years
due to a depressed demand for early-stage equity investments and large
well-known business failures.

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:



| |  | Acquisitions of one or more companies                                                                                                                                                                          
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | Pay-down certain debt, such as a convertible debenture from Cornell Capital. We intend to pay-off debt owed to Mr. Daniel
Lozinsky, a Director, and Mr. Arne Dunhem, a former officer and Director, during 2004
| 
| |  | Investment in laboratory facilities including test and simulation equipment                                                                                                                                    
| 
| |  | Acquisition or licensing of certain intellectual property related to the development of modems and communications
semiconductor and component technology                                                       
| 
| |  | General working capital purposes                                                                                                                                                                               

We are looking at additional sources for financing but we cannot give any
assurances that we will be able to secure any financing.

On October 16, 2002, the Company entered into an equity line of credit
arrangement (the Equity Line) with Cornell Capital Partners, LP (Cornell).
This agreement was in turn terminated on February 6, 2003 and re-entered the
same day February 6, 2003. The Equity Line provides, generally, that Cornell
will purchase up to $10 million of Common Stock over a two-year period, with
the timing and amount of such purchases, if any, at the Companys discretion.
Any shares of Common Stock sold under the Equity Line will be priced at a 9%
discount to the lowest closing bid price of the Common Stock during the
five-day period following the Companys notification to Cornell that it is
drawing down on the Equity Line. The Company is not permitted to draw down
more than $450,000 in any 30-day calendar period. In addition, there are
certain other conditions applicable to the Companys ability to draw down on
the Equity Line including the filing and effectiveness of a registration
statement registering the resale of all shares of Common Stock that may be issued to Cornell under the Equity Line and the
Companys adherence with certain covenants. At the time of each draw down, the
Company is obligated to pay Cornell a fee equal to three percent of the amount
of each draw down.

Employees

We currently employ two people and three consultants, including Mr. Jay O.
Wright our President and Chief Executive Officer. We anticipate that we will
need additional people to fill administrative, sales and technical positions if
we are successful in raising the capital to implement our business plan.

4



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##### 



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. However, with the acquisition of DFW Internet, Inc., we will likely
need to utilize segment reporting in the future.

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.

Recent Events

In December 2003 Mr. Jay O. Wright became our President and Chief Executive
Officer. Mr. Wright is employed for four months under the terms of his
Executive Employment Agreement with the Company. We are negotiating with Mr.
Wright an extension of his Executive Employment Agreement.

In January 2004, we acquired DFW Internet, Inc., a national internet service
provider based in Texas. This company offers complete broadband and dialup
internet access for individuals and businesses with a full range of connections
including DSL, Dialup, T1 and T3 as well as hosting and collection services.
They provide internet service in over 30 states and concentrates on offering
technical assistance with strong customer support and infrastructure.

On September 8, 2003, the Company announced in a press release that the company
had signed a memorandum of understanding for a joint ZigBee integrated circuit
development project with a major Korean research laboratory, the RF
Microelectronics Laboratory (RFME Lab), which is associated with the
Information and Communications University in Daejeon, South Korea. The
non-binding agreement calls for a joint development effort toward developing
integrated circuits for radio frequency (RF) transceivers of the ZigBee
standard. The integrated circuits will be fabricated in complementary metal
oxide silicon (CMOS) processes. The RFME Lab has over the years proven to be a
leading design center for highly advanced and sophisticated radio technologies
miniaturized on semiconductor chips.

On September 9, 2003, the Company announced in a press release that it entered
into a memorandum of understanding with Constellation Networks Corporation
(CNC), a telecommunications transmission and distribution company headquartered
in Traverse City, Michigan, under which it intends to acquire CNC. Terms of the
transaction include both stock and cash to fund expansion of CNCs existing
international satellite and fiber network. The projected closing date for the
transaction was announced to be September 19, 2003. On September 19, 2003 it was subsequently announced that the
transaction was delayed due to the need for due diligence and the negotiation
of the final detailed terms of the agreement. CNC provides end-to-end global
connectivity for the transport of voice, video, Internet, voice over IP and
data. CNC uses multiple technology platforms to deliver its services and allow
its clients the most flexibility possible. CNC maintains point of presence in
New York City, NY and Malmo, Sweden. In January 2004, the Company announced
that it was no longer pursuing the Constellation transaction.

On September 19, 2003, the Company also announced that negotiations to acquire
GBH Telecom, Inc. have been terminated due to inability of both parties to
agree on substantive terms of the transaction.

On September 17, 2003, the Company announced in a press release that the
company had signed a strategic cooperation agreement with Seoul-based Axstone
Co., Ltd., a leading South Korean wireless technology company. The memorandum
of understanding with Axstone calls for a joint development program to include
marketing and sales of various wireless solutions including systems and
subsystems for CDMA and W-CDMA wireless standards. This includes solutions for
third generation wireless networks.

5



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##### 



ITEM 3. CONTROLS AND PROCEDURES

As of December 31, 2003, an evaluation was performed under the supervision and
with the participation of the Companys management, including the Chief
Executive Officer and the principal financial officer, of the effectiveness of
the design and operation of the Companys disclosure controls and procedures.
Based on that evaluation, the Companys management, including the Chief
Executive Officer and the principal financial officer, concluded that the
Companys disclosure controls and procedures were effective as of December 31,
2003. There have been no significant changes in the Companys internal controls
or in other factors that could significantly affect internal controls
subsequent to December 31, 2003.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Mr. Tatcha Chulajata, a former employee of NeoReach, Inc. filed a formal
complaint against the Company on October 29, 2002 with the State of Maryland,
Department of Labor, Licensing and Regulation for a claim for unpaid wages. The
employee claimed a total of $49,866.67 for unpaid wages from August 2001
through October 2002. Mr. Chulajata was employed by NeoReach, Inc. on July 15,
2000 as Senior Engineer and resigned in October 2002. Due to financial
difficulties encountered by the Company in 2001 and 2002, Mr. Chulajata
received a reduced salary. We settled this claim and obtained a full release
from Mr. Chulajata in October 2003 dismissing the complaint. We owed $5,000 to
Mr. Chulajata under the terms of the settlement as of December 31, 2003, which
sum the Company paid to Mr. Chulajata in January 2004.

On December 31, 2002, Mobilepro and NeoReach, Inc. were each named in three
complaints filed in the United States District Court for the District of
Maryland by former employees seeking relief for failure to pay wages and breach
of contract. The three plaintiffs were seeking relief of approximately
$59,334.67, $65,383.34 and $60,750.00 respectively. The three plaintiffs were
employed as Senior or Principal Engineers since September 2001, June 2000 and
August 2001, respectively. Due to financial difficulties encountered by
Mobilepro in 2001 and 2002, the three individuals received reduced salaries.
We settled these claims and obtained full releases in October 2003 dismissing
the complaints. As of December 31, 2003 we owed the three plaintiffs $29,302,
all of which has been paid in January 2004.

Mr. Scott R. Smith, a former executive of NeoReach, Inc., filed a formal
complaint against the Company on January 10, 2003, with the State of Illinois,
Department of Labor alleging a total of $97,335 in unpaid wages from February
2002 through August 2002. The complaint was subsequently dismissed by the State
of Illinois, Department of Labor in April 2003. We entered into a settlement
agreement with Mr. Scott under which it agreed to issue certain shares of its
common stock in lieu of any cash payments.

Virginia University of Technology, Sponsored Programs, is claiming that we owe
it approximately $80,000 for unpaid research and development work performed by
the University for NeoReach during the years 2000 and 2001. We are attempting
to negotiate a settlement of this claim with the University.

ZDG Investments, Ltd. claims that we owe it $37,500 under the terms of a
February 19, 2002 Stock Purchase Agreement between Mr. Daniel Lozinsky and ZDG
Investments, Ltd. The Company intends to negotiate a settlement of the claim
with ZDG Investments, Ltd.

6



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ITEM 2. CHANGES IN SECURITIES

On April 23, 2002, the Company issued 12,352,129 shares of its common stock to
the holders of NeoReachs common stock pursuant to an Agreement and Plan of
Merger, dated March 21, 2002. A newly formed, wholly-owned subsidiary of
Mobilepro merged into NeoReach, in a tax-free one-for-one share exchange
transaction. The merger was consummated on April 23, 2002. As a result of the
merger, NeoReach is now a wholly-owned subsidiary of Mobilepro. The issuance of
the shares were valued at a fair value of $ 6,546,628, based on the last
trading price of $0.53 and assuming there was actual active trading of our
stock at that time. The Company believes the issuance of the stock to be exempt
from registration under Section 4(2) of the Securities Act.

On May 31, 2002, the Company issued a total of 690,000 shares of its common
stock to the following parties: 450,000 shares to INFe, Inc., 150,000 shares to
Thomas Richfield, 60,000 shares to Francene Goodman, and 30,000 shares to
Triple Crown Consulting. These shares were issued for consulting services
regarding the Mobilepro-NeoReach merger. The shares were valued at $ 317,400,
the fair value of our stock at the time of issuance. We believe the value of
the services provided were commensurate with the value of the stock issued. The
Company believes the issuance of the stock to be exempt from registration under
Section 4(2) of the Securities Act.

On June 10, 2002, the Company issued a total of 784,314 shares of its common
stock to the following parties: 764,706 to Cornell Capital Partners and 19,708
to West Rock Advisors, Inc. These shares were issued pursuant to an equity line
of credit arrangement with Cornell Capital Partners, dated May 31, 2002. The
shares were valued at $517,647, the fair value of our stock at the time of
issuance. The Company believes the issuance of the stock to be exempt from
registration under Section 4(2) of the Securities Act.

In addition, on May 31, 2002, the Company entered into a Securities Purchase
Agreement with certain investors pursuant to which the Company issued and sold
$250,000 of convertible debentures (the Debentures). The Debentures accrue
interest at the rate of four percent per year. The Debentures must be repaid
two years following their issuance or, at the Companys election, converted
into shares of Common Stock. In addition, at any time, the holders of the
Debentures may elect to convert their debt into Common Stock. If, at the time
of conversion, the Common Stock is listed on the Nasdaq Bulletin Board System,
Nasdaq SmallCap Market, or American Stock Exchange, the conversion price will
be 120% of the closing bid price or an amount equal to eighty percent of the
average of the four lowest closing bid prices of the common stock for the five
trading days immediately preceding the conversion date. If, at the time of
conversion, the Common Stock is not listed on any of the foregoing markets, the
conversion price will be 80% of the closing bid price of the Common Stock as
furnished by the National Association of Securities Dealers, Inc. The
Debentures also provide the Company with certain redemption rights which, if
exercised, will require the Company to issue Common Stock warrants to the
Debenture holders. Holders of the Debentures have certain registration rights
with respect to the resale of shares of Common Stock received upon any
conversion of the Debentures. As of January 30, 2004 the Company has satisfied
the Debentures with full repayment with cash payments or the issuance of shares
of the Companys common stock.

On July 18, 2002, we issued a total of 305,000 shares of our common stock to
various parties. 160,000 shares of our restricted common stock were issued to
Daniel Lozinsky, a director of the Corporation, in a private sale for an
aggregate cash consideration of $39,000 based on a Board Resolution as of July
17, 2002. In addition, we also issued 20,000 shares of common stock under the
2001 Equity Performance Plan and 100,000 restricted common stock as
compensation to Mark Johnson for various Merger and Acquisition related
services and associated back office services in accordance with a Consulting
Agreement dated July 17, 2002. We also issued 25,000 shares of restricted
common stock as compensation to M. Johnson & Associates, Inc. for certain
services in accordance with an Investor Relations Agreement dated July 17,
2002. The issuance of the shares was valued at $65,250, the fair value of our
stock at that time. We believe the value of the services provided were
commensurate with the value of the stock issued. We believe the issuance of the
stock to be exempt from registration under Section 4(2) of the Securities Act.

On July 26, 2002, we issued a total of 500,000 shares of our restricted common
stock to Capital Research Group, Inc. for certain investor relations consulting
services in accordance with a Consulting Services Agreement dated July

7



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25, 2002. The issuance of the shares was valued at $220,000, the fair value of our
stock at that time. We believe the issuance of the stock to be exempt from
registration under Section 4(2) of the Securities Act.

On September 9, 2002, we issued a total of 709,853 of our common stock to
various parties. 100,000 shares were issued to Hee Han Bang, a non-affiliated
and accredited/sophisticated investor in a private sale for an aggregate cash
consideration of $25,000. These shares were issued at $0.25 per share.
150,000 shares of our common stock were issued to Daniel Lozinsky, a director
of the Corporation, in a private sale for an aggregate cash consideration of
$15,000. We issued a total of 209,853 shares of our common stock to shares to
INFe, Inc. as of August 19, 2002. These shares were issued for consulting
services in connection with the Mobilepro-NeoReach merger and a Reverse Merger
Engagement Agreement dated January 11, 2002 between NeoReach, Inc. and INFe,
Inc. The issuance of the shares was valued at $62,956, the fair value of our
stock at that time. We also granted a total of 250,000 shares of our restricted
common stock to Parag Sheth, an executive of the Corporation. Parag Sheth was
granted 150,000 shares of our restricted common stock for forgiving a total of
$15,000 in salary corresponding to a price of $0.10 per share. Mr Sheth was
also granted 100,000 shares of our restricted common stock as an inducement for
providing services to us. The issuance of the shares was valued at $25,000,
commensurate with the the value of the services provided to us. We believe the
issuance of these shares to be exempt from registration under Section 4(2) of
the Securities Act.

On February 6, 2003, we entered into an equity line of credit arrangement with
Cornell Capital Partners, LP. The Equity Line of Credit provides that Cornell
Capital will purchase up to $10 million of common stock over a two-year period,
with the timing and amount of such purchases, if any, at our discretion. Any
shares of common stock sold under the Equity Line of Credit will be priced at a
9% discount to the lowest closing bid price of the common stock during the
five-day period following the Companys notification to Cornell Capital that it
is drawing down on the Equity Line. We are not permitted to draw down more
than $450,000 in any 30-day calendar period. In addition, there are certain
other conditions applicable to the Companys ability to draw down on the Equity
Line including the filing and effectiveness of a registration statement
registering the resale of all shares of common stock that may be issued to
Cornell Capital under the Equity Line and the Companys adherence with certain
covenants. At the time of each draw down, the Company is obligated to pay
Cornell Capital a fee equal to three percent of amount of each draw down.We
previously issued 764,706 shares of our common stock to Cornell Capital as a
commitment fee pursuant to a prior Equity Line of Credit Agreement, dated May
31, 2002 that was subsequently terminated. As of January 30, 2004, Mobilepro
has received advances under the Equity Line of Credit in the aggregate gross
amount of $2,435,000 with a corresponding aggregate net amount of $1,991,528
after expenses for various fees, interest and certain pay-downs of a
convertible debenture issued by the Company to Cornell Capital from May 31,
2002. As of January 30, 2004, the Company has Pursuant to the Equity Line of
Credit issued into stock escrow with Butler Gonzalez, LLP, to the benefit of
Cornell Capital or directly to Cornell Capital an aggregate of 110,000,000
shares of common stock as follows: 10,000,000 shares on March 5, 2003;
10,000,000 shares on April 30, 2003; 10,000,000 shares on May 22, 2003;
10,000,000 shares on June 19, 2003; 2,262,443 shares on July 10, 2003;
10,000,000 shares on July 30, 2003; 15,000,000 shares on August 7, 2003;
15,000,000 shares on September 23, 2003; and 30,000,000 shares on December 18,
2003. In addition, Cornell Capital has as of January 30, 2004 fully converted,
pursuant to a Securities Purchase Agreement dated May 31, 2002 to which the
Company issued and sold $250,000 of convertible debentures, with net proceeds
of $172,255, an aggregate of 21,306,674 shares of common stock as follows:
658,334 shares on March 4, 2003; 4,139,601 shares on June 17, 2003; 970,874
shares on June 18, 2003; 574,713 shares on June 20, 2003; 666,667 shares on
July 8, 2003; 2,262,443 on July 10, 2003; 2,816,902 shares on July 16, 2003;
714,286 shares on July 21, 2003; 3,010,101 shares on August 4, 2003; 1,063,830
shares on August 7, 2003; 2,173,913 shares on August 21, 2003; and 2,255,010 on
November 14, 2003.

On June 16, 2003, Dr. Dong Kyung Kang exercised in a net exercise election a
total of 350,000 options for shares of our common stock that had vested on May
5, 2003, under the terms of his employment agreement with the Company. These
shares were valued at $8,050 at the time of exercise.

On July 7, 2003, we issued to GBH telecom, LLC as compensation for services,
pursuant to a memorandum of understanding between the Company and GBH telecom,
LLC, dated June 16, 2003, a total of 3,500,000 shares of common stock valued at
$68,250, the value of the services provided to us. These shares of our stock
were assigned by GBH telecom, LLC to 360 Partners, LLC.

8



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On September 12, 2003, the Company agreed to convert a September 5, 2002,
advance of $5,000 to us by Mr. Isaak Tarasulo into 100,00- shares of our common
stock based on the closing trading price of our common stock on September 12,
2003, of $0.023 or a total of 217,391 shares of the Companys restricted common
stock. At Mr. Tarasulo request, 100,000 of these shares were issued in his
name and 117,391 of these shares were issued in the name of Daniel Lozinsky.

On September 12, 2003, Ms. Mila Superfin requested the conversion of her July
12, 2002, advance to the Company of $4,000 into shares of our common stock. We
issued 173,913 shares of our common stock to Ms. Superfin based on the closing
trading price on September 12, 2003, of $0.023 per share.

On November 26, 2003, we agreed to issue to Arne Dunhem under the terms of his
termination agreement with the Company, a warrant for four million shares of
our common stock. The warrants are exercisable for five years and vest in two
equal installments on January 31, 2004 and April 30, 2004. The exercise price
is $.029 per share.

Except as otherwise noted, the securities described in this Item were issued
pursuant to the exemption from registration provided by Section 4(2) of the
Securities Act of 1933. Each such issuance was made pursuant to individual
contracts which are discrete from one another and are made only with persons
who were sophisticated in such transactions and who had knowledge of and access
to sufficient information about Mobilepro to make an informed investment
decision. Among this information was the fact that the securities were
restricted securities.

Two directors and officers of Mobilepro advanced during 2002 the total amount
of $277,617 to Mobilepro. Daniel Lozinsky, a Director of Mobilepro, advanced
to Mobilepro during the period February 9, 2002 through June 20, 2002 a total
of $155,617 as follows: $23,262 on February 9, 2002; $25,000 on February 19,
2002; $76,355 on April 25, 2002; $15,000 on May 16, 2002; $4,000 on June 3,
2002; and $12,000 on June 20, 2002, with a repayment by Mobilepro on or before
March 1, 2003 with interest of 4% on the unpaid principal balance. Arne
Dunhem, the former President and Chief Executive Officer of Mobilepro, advanced to the
Company during the period April 19, 2002 through May 6, 2002 a total of
$122,000 as follows: $46,000 on April 19, 2002; $40,000 on April 25, 2002; and
$36,000 on May 6, 2002, with a repayment by the Company on or before March 1,
2003 and interest of 4% on the unpaid principal balance. As of November 14,
2003, the principal balance of these loans remains at $277,617 plus an interest
of approximately $17,000. As of January 23, 2003, the Company has repaid
$72,000 to Arne Dunhem and has made no repayments to Daniel Lozinsky on these
loans.

On May 16, 2003, Mobilepro issued convertible debentures in the amount of
$155,617 to Daniel Lozinsky and $122,000 to Arne Dunhem. Under the terms of
the convertible debentures, Mr. Daniel Lozinsky can convert no more than
$130,000 of the $155,617 principal and Mr. Dunhem can convert no more than
$50,000 of the $122,000 principal into shares of our common stock at a price
equal to either 120% of the closing bid price of our common stock as of May 16,
2003, or 120% of the average of the four lowest closing bid prices of our
common stock for the five trading days immediately preceding the conversion
date. The Holders submitted on August 29, 2003, Notices of Conversion under
which Mr. Lozinsky would receive 12,037,037 shares and Mr. Dunhem would receive
4,629,630 shares of our common stock. The Convertible Debenture for Mr. Dunhem
provides that $30,000 shall be due and payable on or before September 1, 2003
resulting in a balance of $40,000 plus accrued interest, assuming a conversion
of $50,000 into shares of common stock. The Convertible Debentures stipulate
that if at the time of conversion, the Common Stock is listed on the NASD
Bulletin Board System, Nasdaq SmallCap Market, or American Stock Exchange, the
conversion price will be 120% of the average closing bid price as defined
above. As of August 29, 2003, the resulting conversion price would be $0.0108
per share. The convertible debentures accrue interest at a rate of 4% per year
and are convertible at the holders option. The convertible debentures have a
term of two years. At Mobilepros option, the convertible debentures may be
paid in cash or converted into shares of our common stock on the second
anniversary unless converted earlier by the holder. We paid Mr. Dunhem all the
cash we owed him under the terms of the convertible debenture as part of the
payments he received under the termination agreement dated November 26, 2003,
between Mr. Dunhem and the Company.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

9



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

No matters were submitted to the Stockholders for their approval during the
quarter ended December 31, 2003.

ITEM 5. OTHER INFORMATION

None

10



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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



|a) |  | Exhibits
|-- |  | --------

|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1  |  | Articles of Merger of CraftClick.com, Inc. (a Utah corporation) and
CraftClick.com, Inc. (a Delaware corporation) (incorporated by
reference to the Companys Form S-8 Registration Statement as filed
with the Securities and Exchange Commission on May 11, 2001 (File No.
333-60726))                                                                                                                                                                            
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2.2  |  | Plan of Merger of CraftClick.com, Inc. (a Utah corporation) with
and into CraftClick.com, Inc. (a Delaware corporation) (incorporated by
reference to the Companys Form S-8 Registration Statement as filed
with the Securities and Exchange Commission on May 11, 2001 (File No.
333-60726))                                                                                                                                                                      
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2.3  |  | Agreement and Plan of Merger dated as of June 1, 2001, between
CraftClick.Com, Inc. a Delaware corporation, and Mobilepro Corp., a
Delaware corporation, (incorporated by reference to the Companys Form
8-K Current Report as filed with the Securities and Exchange Commission
on June 20, 2001 (File No. 002-97869-D))                                                                                                                                          
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2.4  |  | Agreement and Plan of Merger dated March 21, 2002, consummated
April 23, 2002, between NeoReach, Inc., a Delaware company and
Mobilepro. (incorporated by reference to the Companys Form 8-K Current
Report as filed with the Securities and Exchange Commission on April 5,
2002 (File No. 002-97869-D)                                                                                                                                                           
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3.1  |  | Certificate of Incorporation of CraftClick.com, Inc. (a Delaware
corporation) (incorporated by reference to the Companys Form S-8
Registration Statement as filed with the Securities and Exchange
Commission on May 11, 2001 (File No. 333-60726))                                                                                                                                                                                                                
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3.2  |  | By-Laws of CraftClick.com, Inc. (a Delaware corporation)
(incorporated by reference to the Companys Form S-8 Registration
Statement as filed with the Securities and Exchange Commission on May
11, 2001 (File No. 333-60726))                                                                                                                                                                                                                                     
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3.3  |  | Certificate of Amendment of Certificate of Incorporation of
Mobilepro Corp. (a Delaware corporation) (incorporated by reference to
the Companys Form S-8 Registration Statement as filed with the
Securities and Exchange Commission on December 4, 2001 (File No
333-74492))                                                                                                                                                                                      
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.1  |  | 2001 Performance Equity Plan (incorporated by reference to the
Companys Form S-8 Registration Statement as filed with the Securities
and Exchange Commission on May 11, 2001 (File No. 333-60726))                                                                                                                                                                                                                                                                 
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.2  |  | 2001 Equity Performance Plan (incorporated by reference to the
Companys Form S-8 Registration Statement as filed with the Securities
and Exchange Commission on December 4, 2001 (File No. 333-74492))                                                                                                                                                                                                                                                             
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.1 |  | Stock Purchase Agreement dated February 19, 2002 with Mr. Daniel
Lozinsky and Dungavel, Inc., and another Stock Purchase Agreement dated
February 19, 2002 with Mr. Daniel Lozinsky, Ms. Joann Smith and Mr.
Scott Smith. (incorporated by reference to the Companys Form 8-K
Current Report as filed with the Securities and Exchange Commission on
March 6, 2002 (File No. 002-97869-D))                                                                         
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.2 |  | Memorandum of Understanding between Neoreach, Inc., and RF
Microelectronics Laboratory dated July 31, 2002 for opportunities to
cooperate in research, particularly in RF-CMOS ASICs development for RF
transceiver of 3G W-CDMA standard. The ASICs will be fabricated in CMOS
processes. (incorporated by reference to the Companys Form 10QSB/A
Quarterly Report as filed with the Securities and Exchange Commission
on October 4, 2002 (File No. 002-97869-D))
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.3 |  | Announcement in a press release dated June 20, 2003 that the
Company it entered into a Memorandum of Understanding with GBH telecom,
LLC, a development stage company headquartered in Arlington, Virginia,
under which it intends to acquire GBH telecom (incorporated by
reference to the Companys                                                                                                                                                               

11



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|     |  |                                                                                                                                                                                                                                                                                                                                                                
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  | Form 8-K Current Report as filed with the Securities and Exchange Commission on June 20, 2003 (File No.
002-97869-D))                                                                                                                                                                                                                                          
|     |  |                                                                                                                                                                                                                                                                                                                                                                
|10.4 |  | Employment Agreement, effective as of September 1, 2003, made and
entered by and between Arne Dunhem (the Executive) and MobilePro
Corp., a Delaware corporation (the Company). (incorporated by
reference to the Companys Form 10QSB/A Quarterly Report as filed with
the Securities and Exchange Commission on November 19, 2003 (File No.
002-97869-D))
|     |  |                                                                                                                                                                                                                                                                                                                                                                
|10.5 |  | Termination Agreement dated November 26, 2003, between Arne Dunhem
and Mobilepro Corp.                                                                                                                                                                                                                                                                         
|     |  |                                                                                                                                                                                                                                                                                                                                                                
|10.6 |  | Executive Employment Agreement dated December 15, 2003, between Jay
O. Wright and Mobilepro Corp.                                                                                                                                                                                                                                                              
|     |  |                                                                                                                                                                                                                                                                                                                                                                
|31.1 |  | Certification by Daniel Lozinsky, Secretary and Director, pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.                                                                                                               
|     |  |                                                                                                                                                                                                                                                                                                                                                                
|32.1 |  | Certification by Daniel Lozinsky, Secretary and Director, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.                                                                                                                                                                                            



|b) |  | Reports on Form 8-K
|-- |  | -------------------

During the third fiscal quarter ending December 31, 2003, we filed the
following reports on Form 8-K with the Securities and Exchange Commission:

We filed a Current Report on Form 8-K dated December 18, 2003 with the
Securities and Exchange Commission on December 22, 2003 . The
Current Report addressed the resignation of Arne Dunhem on November 26, 2003, as President,
CEO and Chairman of the Board of Mobilepro Corp. and the employment on December
15, 2003, of Jay O. Wright as Interim President and Chief Executive Officer of
Mobilepro Corp.

We filed a Current Report on Form 8-K dated December 24, 2003, with the
Securities and Exchange Commission on December 29, 2003, regarding our
execution of a letter of intent to acquire DFW Internet, Inc. (d/b/a Nationwide
Internet), a national Internet services provider based in Hurst, Texas.

Subsequent to December 31, 2003, we filed the following report on Form 8-K with
the Securities and Exchange Commission:

The Company filed a Current Report on Form 8-K dated January 20, 2004, with the
Securities and Exchange Commission on February 4, 2004, announcing the
completion of the acquisition of DFW Internet Services, Inc. (d/b/a Nationwide
Internet) (DFW), a national Internet services provider based in Hurst, Texas.
The Company paid approximately $500,000 of consideration, consisting of
18,761,726 shares of our common stock for all of the outstanding shares of DFW.

12



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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/ Daniel Lozinsky                                                               
| |  |                 |      |  |                                                                                   
| |  |                 |      |  | Daniel Lozinsky
Secretary and Director
(Principal executive and financial officer)
| |  |                 |      |  |                                                                                   
| |  |                 | Date |  | January 23, 2004                                                                  

13