Title
of each class of securities to be registered
|
Amount
to be registered
|
Proposed
maximum offering price per unit
|
Proposed
maximum offering price
|
Amount
of registration fee (3)
|
|||||||||
Common
stock, par value $0.001 per share
|
365,724,901
shares
|
$
|
.14
(1
|
)
|
$
|
51,201,486
|
$
|
5,478.56
|
|||||
Common
stock, par value $0.001 per share
|
28,750,000
shares
|
$
|
.20
(2
|
)
|
$
|
5,750,000
|
$
|
615.25
|
|||||
Common
stock, par value $0.001 per share
|
10,000,000
shares
|
$
|
.174
(2
|
)
|
$
|
1,740,000
|
$
|
186.18
|
Summary
of the Company
|
1
|
|
|
||
The
Offering
|
2
|
|
Risk
Factors
|
4
|
|
Underwriter
|
16
|
|
Selling
Stockholders
|
16
|
|
Forward-Looking
Statements
|
17
|
|
Experts
|
25
|
|
Legal
Matters
|
25
|
|
Incorporation
of Certain Information by Reference
|
25
|
|
Available
Information
|
26
|
Wireless
Networks
|
Our
broadband wireless network deployment efforts are being conducted
by our
wholly owned subsidiary, NeoReach, Inc., (“NeoReach”), and its subsidiary,
Kite Networks, Inc. (“Kite Networks,” formerly, NeoReach Wireless, Inc.).
This segment also includes the operations of Kite Broadband, LLC
(“Kite”),
a wireless broadband Internet service provider located in Ridgeland,
Mississippi
|
|
Voice
Services
|
Our
voice services segment is led by CloseCall America, Inc. (“CloseCall”), a
Competitive Local Exchange Carrier (“CLEC”, which is a term applied under
the Telecommunications Act of 1996 to local telephone companies which
compete with incumbent local telephone companies) based in Stevensville,
Maryland; American Fiber Network, Inc. (“AFN”), a CLEC based in Kansas
City, Kansas; and Davel Communications, Inc. (“Davel”), an independent
payphone provider based in Cleveland, Ohio. CloseCall offers our
customers
a full array of telecommunications products and services including
local,
long-distance, 1-800-CloseCall anytime/anywhere calling, digital
wireless,
high-speed telephone (voice over IP), and dial-up and DSL Internet
services. AFN is licensed to provide local access, long distance
and/or
Internet services throughout the United States. Davel is one of the
largest independent payphone operators in the United
States.
|
|
Internet
Services
|
Our
Internet services segment is led by DFW Internet Services, Inc. (“DFW”,
doing business as Nationwide Internet), an Internet services provider
(“ISP”) based in Irving, Texas, its acquired Internet service provider
subsidiaries and InReach Internet, Inc. (“InReach”), a full service ISP
located in Stockton, California that we acquired on November 1, 2005.
Our
Internet services segment provides dial-up and broadband Internet
access,
web-hosting services, and related Internet services to business and
residential customers in over 40
states.
|
Corporate
|
Our
corporate reporting segment serves as the holding company of the
operating
subsidiaries that are divided among the other three business reporting
segments, provides senior executive and financial management, and
performs
corporate-level accounting, financial reporting, and legal functions.
Occasionally, its employees may provide services to customers resulting
in
the recognition of consulting service
revenues.
|
• |
The
holders of 90,000,000 shares of common stock that were issued to
the
former minority-interest owners of Kite Broadband and the stockholders
of
Kite Networks, Inc. in connection with our acquisition of those
companies.
|
• |
The
holder of 10,000,000 shares of common stock that were issued to the
former
owner in connection with our acquisition of
AFN.
|
• |
Certain
holders of 1,307,870 shares of our common stock that were issued
to the
former stockholders upon the conversion of convertible promissory
notes
obtained in connection with the acquisition of The River Internet
Access
Co.
|
• |
Certain
holders of warrants to purchase collectively up to 5,600,000 shares
of our
common stock that were issued in connection with the bridge financing
of
our acquisition of Davel.
|
• |
Certain
holders of warrants to purchase collectively up to 5,000,000 shares
of our
common stock that were issued to the former owners in connection
with our
acquisition of Davel.
|
• |
Certain
holders of warrants to purchase collectively up to 3,223,625 shares
of our
common stock that were issued to the former owners in connection
with our
acquisition of CloseCall.
|
• |
The
holder of a warrant to purchase up to 600,000 shares of our common
stock
that was issued to a former owner in connection with our acquisition
of
Evergreen Open Broadband
Corporation.
|
• |
Certain
holders of warrants and options issued to current and former employees,
consultants, advisors and directors to purchase an aggregate of 74,214,115
shares of our common stock.
|
Common
Stock Offered
|
404,474,901
shares of our common stock, including 214,529,291 by Cornell Capital
and
189,945,610 by the other selling stockholders (the number of shares
being
registered in this offering represents approximately 68.6% of the
total
number of shares of common stock outstanding as of the date of this
prospectus and will represent approximately 45.4% of the total number
of
shares of common stock outstanding upon their
issuance).
|
Offering
Price
|
Market
price.
|
Common
Stock Outstanding
|
589,189,570
shares (before the offering)
|
Use
of Proceeds
|
Although
we will receive proceeds in connection with the exercise of outstanding
options and warrants to purchase shares of our common stock that
are being
registered herein, we will not receive any proceeds from the sale
of the
shares offered under this prospectus.
|
Risk
Factors
|
The
securities offered hereby involve a high degree of risk and immediate
substantial dilution. See “Risk Factors”.
|
Over-the-Counter
Bulletin
Board Symbol
|
MOBL
|
• |
our
success in withstanding the continued shift from dial-up ISP service
to
broadband ISP service;
|
• |
the
performance of our products, services and technology in a manner
that
meets customer expectations;
|
• |
the
success of our efforts to develop effective channels of distribution
for
our products;
|
• |
our
ability to price our products that are of a quality and at a price
point
that is competitive with similar or comparable products offered by
our
competitors;
|
• |
the
success of our efforts to develop, improve and satisfactorily address
any
issues relating to our technology;
|
• |
our
ability to effectively compete with companies that have substantially
greater market presence and financial, technical, marketing and other
resources than us including (i) local ISPs, (ii) national and regional
ISPs, (iii) established online services; (iv) nonprofit or educational
ISPs; (v) national telecommunications companies; (vi) Regional Bell
Operating Companies (“RBOCs”); (vii) competitive local exchange carriers;
and (viii) cable operators;
|
• |
our
ability to adapt to the consolidation of existing ISPs with or into
larger
entities, or entry of new entities into the Internet services market,
would likely result in greater competition for the
Company;
|
• |
our
ability to collect dial around compensation owed to our pay telephone
business from third party payors; and
|
• |
the
continued erosion of coin revenues in our pay telephone business
resulting
from the penetration of wireless technologies and prepaid calling
cards.
|
• |
Difficulties
in integrating the operations, technologies, products and personnel
of the
acquired companies;
|
• |
Diversion
of management’s attention from normal daily operations of the
business;
|
• |
Difficulties
in entering markets in which we have no or limited direct prior experience
and where competitors in such markets have stronger market
positions;
|
• |
Initial
dependence on unfamiliar partners;
|
• |
Insufficient
revenues to offset increased expenses associated with acquisitions;
and
|
• |
The
potential loss of key employees of the acquired
companies.
|
• |
Issue
common stock that would dilute our current stockholders’ percentage
ownership;
|
• |
Assume
liabilities;
|
• |
Record
goodwill and non-amortizable intangible assets that will be subject
to
impairment testing on a regular basis and potential periodic impairment
charges;
|
• |
Incur
amortization expenses related to certain intangible
assets;
|
• |
Incur
large and immediate write-offs, and restructuring and other related
expenses; or
|
• |
Become
subject to litigation.
|
• |
It
is traded at a price of less than $5.00 per
share;
|
• |
It
is not traded on a “recognized” national
exchange;
|
• |
Its
price is not quoted on the NASDAQ automated quotation system
(NASDAQ-listed stock must still have a price of not less than $5.00
per
share); or
|
• |
Its
issuer has net tangible assets less than $2.0 million (if the issuer
has
been in continuous operation for at least three years) or $5.0 million
(if
in continuous operation for less than three years), or has average
annual
revenues of less than $6.0 million for the last three
years.
|
Selling
Stockholder
|
Non-Contingent
Shares Beneficially Owned Before Offering
|
Contingent
Shares Beneficially Owned Before Offering
|
Total
Shares Beneficially Owned Before Offering
|
Percentage
of Outstanding Shares Beneficially Owned Before Offering
(1)
|
Contingent
Shares Not Considered Beneficially Owned
|
Shares
to be Sold in the Offering
|
Percentage
of Outstanding Shares Beneficially Owned After Offering
(1)
|
||||||||||||||||||||||
The
Bethell Family Trust
|
10,000,000
|
-
|
10,000,000
|
1.70
|
%
|
-
|
10,000,000
|
(2
|
)
|
0.00
|
%
|
||||||||||||||||||
Tom
Millitzer
|
7,026
|
-
|
7,026
|
0.00
|
%
|
-
|
7,026
|
0.00
|
%
|
||||||||||||||||||||
Paul
Halvorsen
|
14,638
|
-
|
14,638
|
0.00
|
%
|
-
|
14,638
|
0.00
|
%
|
||||||||||||||||||||
Estate
of Roger L. Beck, Jr.
|
587,471
|
-
|
587,471
|
0.10
|
%
|
-
|
587,471
|
0.00
|
%
|
||||||||||||||||||||
Jared
B. Reimer
|
153,156
|
-
|
153,156
|
0.03
|
%
|
-
|
153,156
|
0.00
|
%
|
||||||||||||||||||||
Dr.
Ronald Reimer
|
72,456
|
-
|
72,456
|
0.01
|
%
|
-
|
72,456
|
0.00
|
%
|
||||||||||||||||||||
Pankaj
Sharma
|
72,456
|
-
|
72,456
|
0.01
|
%
|
-
|
72,456
|
0.00
|
%
|
||||||||||||||||||||
Kim
DeWitt
|
42,215
|
-
|
42,215
|
0.01
|
%
|
-
|
42,215
|
0.00
|
%
|
||||||||||||||||||||
Robert
Doggett
|
351,133
|
-
|
351,133
|
0.06
|
%
|
-
|
351,133
|
0.00
|
%
|
||||||||||||||||||||
Dr.
Bhagwab Swaroop Misra
|
7,319
|
-
|
7,319
|
0.00
|
%
|
-
|
7,319
|
0.00
|
%
|
||||||||||||||||||||
Subtotals
|
1,307,870
|
-
|
1,307,870
|
0.22
|
%
|
-
|
1,307,870
|
(4
|
)
|
0.00
|
%
|
||||||||||||||||||
Cornell
Capital Partners, L.P.
|
-
|
30,947,460
|
30,947,460
|
(5
|
)
|
4.99
|
%
|
69,443,901
|
(5
|
)
|
214,529,291
|
(5
|
)
|
0.00
|
%
|
||||||||||||||
-
|
|||||||||||||||||||||||||||||
Airlie
Master Opportunity Fund, Ltd.
|
-
|
1,866,666
|
1,866,666
|
0.32
|
%
|
-
|
1,866,666
|
0.00
|
%
|
||||||||||||||||||||
Richard
Berritt
|
-
|
1,866,667
|
1,866,667
|
0.32
|
%
|
-
|
1,866,667
|
0.00
|
%
|
||||||||||||||||||||
Jonathan
Heine
|
-
|
1,866,667
|
1,866,667
|
0.32
|
%
|
-
|
1,866,667
|
0.00
|
%
|
||||||||||||||||||||
Subtotals
|
-
|
5,600,000
|
5,600,000
|
0.94
|
%
|
-
|
5,600,000
|
(6
|
)
|
0.00
|
%
|
||||||||||||||||||
ABLECO
Finance, LLC
|
-
|
456,250
|
456,250
|
0.08
|
%
|
-
|
456,250
|
(7
|
)
|
0.00
|
%
|
||||||||||||||||||
ARK-CLO
2000-1
|
-
|
447,303
|
447,303
|
0.08
|
%
|
-
|
447,303
|
(8
|
)
|
0.00
|
%
|
||||||||||||||||||
Avenue
Special Situations Fund II, LP
|
-
|
118,386
|
118,386
|
0.02
|
%
|
-
|
118,386
|
(9
|
)
|
0.00
|
%
|
||||||||||||||||||
BNP
Paribas
|
-
|
208,727
|
208,727
|
0.04
|
%
|
-
|
208,727
|
(10
|
)
|
0.00
|
%
|
||||||||||||||||||
Cerberus
Partners, L.P.
|
-
|
1,884,475
|
1,884,475
|
0.32
|
%
|
-
|
1,884,475
|
(11
|
)
|
0.00
|
%
|
||||||||||||||||||
Foothill
Partners III, L.P.
|
-
|
684,375
|
684,375
|
0.12
|
%
|
-
|
684,375
|
(12
|
)
|
0.00
|
%
|
||||||||||||||||||
Morgan
Stanley Prime Income Trust
|
-
|
98,655
|
98,655
|
0.02
|
%
|
-
|
98,655
|
(13
|
)
|
0.00
|
%
|
||||||||||||||||||
PNC
Bank N.A.
|
-
|
208,727
|
208,727
|
0.04
|
%
|
-
|
208,727
|
(14
|
)
|
0.00
|
%
|
||||||||||||||||||
US
Bank, N.A.
|
-
|
208,727
|
208,727
|
0.04
|
%
|
-
|
208,727
|
(15
|
)
|
0.00
|
%
|
||||||||||||||||||
Wells
Fargo Foothill, Inc.
|
-
|
684,375
|
684,375
|
0.12
|
%
|
-
|
684,375
|
(16
|
)
|
0.00
|
%
|
||||||||||||||||||
Subtotals
|
-
|
5,000,000
|
5,000,000
|
0.84
|
%
|
-
|
5,000,000
|
(17
|
)
|
0.00
|
%
|
||||||||||||||||||
Peter
Aquino
|
-
|
300
|
300
|
0.00
|
%
|
-
|
300
|
0.00
|
%
|
||||||||||||||||||||
Alexander
Enterprise Holdings
|
-
|
101,455
|
101,455
|
0.02
|
%
|
-
|
101,455
|
0.00
|
%
|
||||||||||||||||||||
Daniel
P. Behuniak
|
-
|
20,291
|
20,291
|
0.00
|
%
|
-
|
20,291
|
0.00
|
%
|
||||||||||||||||||||
Yakob
Ben-Shlomo
|
-
|
4,870
|
4,870
|
0.00
|
%
|
-
|
4,870
|
0.00
|
%
|
||||||||||||||||||||
Brent
& Patrice Clapacs Family Trust
|
49,587
|
4,339
|
53,926
|
0.01
|
%
|
-
|
4,339
|
0.01
|
%
|
||||||||||||||||||||
Tiffany
Brown
|
6,224
|
545
|
6,769
|
0.00
|
%
|
-
|
545
|
0.00
|
%
|
||||||||||||||||||||
Adrian
Catalano
|
55,655
|
4,870
|
60,525
|
0.01
|
%
|
-
|
4,870
|
0.01
|
%
|
||||||||||||||||||||
Diane
Clarence
|
12,388
|
1,084
|
13,472
|
0.00
|
%
|
-
|
1,084
|
0.00
|
%
|
||||||||||||||||||||
George
F. Conniff
|
46,379
|
4,058
|
50,437
|
0.01
|
%
|
-
|
4,058
|
0.01
|
%
|
||||||||||||||||||||
William
Cortez
|
47,307
|
4,139
|
51,446
|
0.01
|
%
|
-
|
4,139
|
0.01
|
%
|
||||||||||||||||||||
William
P. Dioguardi
|
127,542
|
55,800
|
183,342
|
0.03
|
%
|
-
|
55,800
|
0.02
|
%
|
||||||||||||||||||||
Drax
Holdings LP
|
-
|
101,455
|
101,455
|
0.02
|
%
|
-
|
101,455
|
0.00
|
%
|
||||||||||||||||||||
Chris
Drazdys
|
-
|
9,188
|
9,188
|
0.00
|
%
|
-
|
9,188
|
0.00
|
%
|
||||||||||||||||||||
Val
Drazdys
|
37,850
|
3,312
|
41,162
|
0.01
|
%
|
-
|
3,312
|
0.01
|
%
|
Natasha
Ervin
|
2,619
|
229
|
2,848
|
0.00
|
%
|
-
|
229
|
0.00
|
%
|
||||||||||||||||||||
Donald
F. Farley
|
69,569
|
6,087
|
75,656
|
0.01
|
%
|
-
|
6,087
|
0.01
|
%
|
||||||||||||||||||||
Mohinder
Goswami
|
231,897
|
20,291
|
252,188
|
0.04
|
%
|
-
|
20,291
|
0.04
|
%
|
||||||||||||||||||||
Mary
Guerra
|
111,310
|
9,740
|
121,050
|
0.02
|
%
|
-
|
9,740
|
0.02
|
%
|
||||||||||||||||||||
Peter
Habib
|
48,698
|
4,261
|
52,959
|
0.01
|
%
|
-
|
4,261
|
0.01
|
%
|
||||||||||||||||||||
Raja
B. Hannush
|
27,828
|
2,435
|
30,263
|
0.01
|
%
|
-
|
2,435
|
0.00
|
%
|
||||||||||||||||||||
Health
Care Professionals, Inc.
|
1,391,378
|
121,746
|
1,513,124
|
0.26
|
%
|
121,746
|
0.24
|
%
|
|||||||||||||||||||||
David
Hoachman
|
104,353
|
9,131
|
113,484
|
0.02
|
%
|
-
|
9,131
|
0.02
|
%
|
||||||||||||||||||||
Jimayne
Howser
|
6,840
|
599
|
7,439
|
0.00
|
%
|
-
|
599
|
0.00
|
%
|
||||||||||||||||||||
Lawrence
R. Hyman
|
27,828
|
2,435
|
30,263
|
0.01
|
%
|
-
|
2,435
|
0.00
|
%
|
||||||||||||||||||||
Lawrence
R. and Lois Hyman as TBE
|
278,276
|
24,349
|
302,625
|
0.05
|
%
|
-
|
24,349
|
0.05
|
%
|
||||||||||||||||||||
Ammar
Kawash
|
139,090
|
12,170
|
151,260
|
0.03
|
%
|
-
|
12,170
|
0.02
|
%
|
||||||||||||||||||||
Timothy
Keating
|
-
|
8,899
|
8,899
|
0.00
|
%
|
-
|
8,899
|
0.00
|
%
|
||||||||||||||||||||
Allen
H. Kupetz
|
23,189
|
2,029
|
25,218
|
0.00
|
%
|
-
|
2,029
|
0.00
|
%
|
||||||||||||||||||||
Frank
Frost Lane
|
62,612
|
5,479
|
68,091
|
0.01
|
%
|
-
|
5,479
|
0.01
|
%
|
||||||||||||||||||||
JoAnn
Lanning
|
6,821
|
597
|
7,418
|
0.00
|
%
|
-
|
597
|
0.00
|
%
|
||||||||||||||||||||
Paul
Latchford
|
-
|
17,936
|
17,936
|
0.00
|
%
|
-
|
17,936
|
0.00
|
%
|
||||||||||||||||||||
Jerry
and Michelle Levine as TBE
|
139,138
|
12,175
|
151,313
|
0.03
|
%
|
-
|
12,175
|
0.02
|
%
|
||||||||||||||||||||
Grover
A. Lewis
|
13,914
|
1,217
|
15,131
|
0.00
|
%
|
-
|
1,217
|
0.00
|
%
|
||||||||||||||||||||
Brian
Leyda
|
12,857
|
1,125
|
13,982
|
0.00
|
%
|
-
|
1,125
|
0.00
|
%
|
||||||||||||||||||||
Ezra
P. Mager
|
2,353,253
|
205,910
|
2,559,163
|
0.43
|
%
|
-
|
205,910
|
0.40
|
%
|
||||||||||||||||||||
Thomas
Mazerski
|
1,882,615
|
164,729
|
2,047,344
|
0.35
|
%
|
-
|
164,729
|
(18
|
)
|
0.32
|
%
|
||||||||||||||||||
Robert
William McCausland
|
463,794
|
40,582
|
504,376
|
0.09
|
%
|
-
|
40,582
|
0.08
|
%
|
||||||||||||||||||||
Hugh
McConnell
|
88,907
|
7,779
|
96,686
|
0.02
|
%
|
-
|
7,779
|
0.02
|
%
|
||||||||||||||||||||
Paul
B. McHugh
|
35,479
|
3,104
|
38,583
|
0.01
|
%
|
-
|
3,104
|
0.01
|
%
|
||||||||||||||||||||
Randy
Moore
|
122,203
|
8,505
|
130,708
|
0.02
|
%
|
-
|
8,505
|
0.02
|
%
|
||||||||||||||||||||
Mark
Norris
|
-
|
12,175
|
12,175
|
0.00
|
%
|
-
|
12,175
|
(34
|
)
|
0.00
|
%
|
||||||||||||||||||
Richard
O’Connell
|
1,168,055
|
102,205
|
1,270,260
|
0.22
|
%
|
-
|
102,205
|
0.20
|
%
|
||||||||||||||||||||
Jennifer
Orem
|
857
|
75
|
932
|
0.00
|
%
|
-
|
75
|
0.00
|
%
|
||||||||||||||||||||
John
C. Payne
|
858,017
|
75,076
|
933,093
|
0.16
|
%
|
-
|
75,076
|
0.15
|
%
|
||||||||||||||||||||
Jamie
Pollock
|
3,185
|
279
|
3,464
|
0.00
|
%
|
-
|
279
|
0.00
|
%
|
||||||||||||||||||||
Richard
Ramlall
|
-
|
26,114
|
26,114
|
0.00
|
%
|
-
|
26,114
|
0.00
|
%
|
||||||||||||||||||||
Cynthia
A. Ryan
|
-
|
15,218
|
15,218
|
0.00
|
%
|
-
|
15,218
|
0.00
|
%
|
||||||||||||||||||||
Frederick
Sass
|
23,189
|
2,029
|
25,218
|
0.00
|
%
|
-
|
2,029
|
0.00
|
%
|
||||||||||||||||||||
Joseph
P. Schmelzeis
|
28,987
|
2,536
|
31,523
|
0.01
|
%
|
-
|
2,536
|
0.00
|
%
|
||||||||||||||||||||
Fredrik
C. Schreuder
|
231,895
|
20,291
|
252,186
|
0.04
|
%
|
-
|
20,291
|
0.04
|
%
|
||||||||||||||||||||
Stephen
Schwartz
|
57,975
|
5,073
|
63,048
|
0.01
|
%
|
-
|
5,073
|
0.01
|
%
|
||||||||||||||||||||
Shah,
Vipul
|
57,973
|
5,073
|
63,046
|
0.01
|
%
|
-
|
5,073
|
0.01
|
%
|
||||||||||||||||||||
Spencer
Segura
|
417,413
|
36,524
|
453,937
|
0.08
|
%
|
-
|
36,524
|
0.07
|
%
|
||||||||||||||||||||
Spencer
Trask Illumination Fund
|
584,379
|
51,133
|
635,512
|
0.11
|
%
|
-
|
51,133
|
(36
|
)
|
0.10
|
%
|
||||||||||||||||||
Spencer
Trask Media & Communication Group, LLC
|
6,956,890
|
608,728
|
7,565,618
|
1.28
|
%
|
-
|
608,728
|
(36
|
)
|
1.18
|
%
|
||||||||||||||||||
Melissa
Stoneberg
|
3,402
|
298
|
3,700
|
0.00
|
%
|
-
|
298
|
0.00
|
%
|
||||||||||||||||||||
Stacey
Swoboda
|
3,428
|
300
|
3,728
|
0.00
|
%
|
-
|
300
|
0.00
|
%
|
||||||||||||||||||||
Paul
Taylor
|
125,948
|
10,145
|
136,093
|
0.02
|
%
|
-
|
10,145
|
0.02
|
%
|
||||||||||||||||||||
Luca
Toscani
|
-
|
2,914
|
2,914
|
0.00
|
%
|
-
|
2,914
|
0.00
|
%
|
||||||||||||||||||||
Michele
Toscani
|
11,827
|
1,035
|
12,862
|
0.00
|
%
|
-
|
1,035
|
0.00
|
%
|
||||||||||||||||||||
Greg
Van Allen
|
35,357
|
1,125
|
36,482
|
0.01
|
%
|
-
|
1,125
|
0.01
|
%
|
||||||||||||||||||||
John
Vandewalle
|
27,828
|
2,435
|
30,263
|
0.01
|
%
|
-
|
2,435
|
0.00
|
%
|
||||||||||||||||||||
Viventures
2 Entrepeneurs Fund LP
|
40,002
|
3,500
|
43,502
|
0.01
|
%
|
-
|
3,500
|
(37
|
)
|
0.01
|
%
|
||||||||||||||||||
Viventures
2 FCPR
|
14,054,707
|
1,229,782
|
15,284,489
|
2.59
|
%
|
-
|
1,229,782
|
(37
|
)
|
2.38
|
%
|
||||||||||||||||||
Nancy
Walcutt
|
3,622
|
317
|
3,939
|
0.00
|
%
|
-
|
317
|
0.00
|
%
|
||||||||||||||||||||
Subtotals
|
32,722,336
|
3,223,625
|
35,945,961
|
6.07
|
%
|
-
|
3,223,625
|
(19
|
)
|
5.52
|
%
|
Martin
Levetin
|
-
|
600,000
|
600,000
|
0.10
|
%
|
-
|
(3
|
)
|
600,000
|
(20
|
)
|
0.00
|
%
|
||||||||||||||||
Geoffrey
B. Amend
|
-
|
3,405,797
|
3,405,797
|
0.57
|
%
|
594,203
|
4,000,000
|
(21
|
)
|
0.00
|
%
|
||||||||||||||||||
Doug
Bethell
|
-
|
333,333
|
333,333
|
0.06
|
%
|
666,667
|
1,000,000
|
(40
|
)
|
0.00
|
%
|
||||||||||||||||||
Lisa
Bickford
|
-
|
116,667
|
116,667
|
0.02
|
%
|
233,333
|
350,000
|
(41
|
)
|
0.00
|
%
|
||||||||||||||||||
Larry
Bouts
|
-
|
925,000
|
925,000
|
0.16
|
%
|
125,000
|
1,050,000
|
(22
|
)
|
0.00
|
%
|
||||||||||||||||||
Dr.
Bruce Bowman
|
10,000
|
375,000
|
385,000
|
0.07
|
%
|
125,000
|
500,000
|
(22
|
)
|
0.00
|
%
|
||||||||||||||||||
Hank
Deily
|
-
|
416,667
|
416,667
|
0.07
|
%
|
833,333
|
1,250,000
|
(23
|
)
|
0.00
|
%
|
||||||||||||||||||
John
Dumbleton
|
831,615
|
-
|
831,615
|
0.14
|
%
|
-
|
831,615
|
(24
|
)
|
0.00
|
%
|
||||||||||||||||||
Kurt
Gordon
|
6,071,524
|
1,500,000
|
7,571,524
|
1.28
|
%
|
-
|
1,500,000
|
(25
|
)
|
1.03
|
%
|
||||||||||||||||||
Don
Gunther
|
39,500
|
925,000
|
964,500
|
0.16
|
%
|
125,000
|
1,050,000
|
(22
|
)
|
0.01
|
%
|
||||||||||||||||||
Hawk
Associates, Inc.
|
-
|
200,000
|
200,000
|
0.03
|
%
|
-
|
200,000
|
(26
|
)
|
0.00
|
%
|
||||||||||||||||||
John
von Harz
|
-
|
933,333
|
933,333
|
0.16
|
%
|
266,667
|
1,200,000
|
(27
|
)
|
0.00
|
%
|
||||||||||||||||||
Kevin
Kuykendall
|
38,950
|
3,500,000
|
3,538,950
|
0.60
|
%
|
-
|
3,500,000
|
(28
|
)
|
0.01
|
%
|
||||||||||||||||||
Michael
Kleeman
|
-
|
250,000
|
250,000
|
0.04
|
%
|
-
|
250,000
|
(22
|
)
|
0.00
|
%
|
||||||||||||||||||
Paul
Latchford
|
-
|
125,000
|
125,000
|
0.02
|
%
|
125,000
|
250,000
|
(22
|
)
|
0.00
|
%
|
||||||||||||||||||
Chris
MacFarland
|
-
|
1,277,273
|
1,277,273
|
0.22
|
%
|
22,727
|
1,300,000
|
(29
|
)
|
0.00
|
%
|
||||||||||||||||||
James
Magruder
|
-
|
2,333,333
|
2,333,333
|
0.39
|
%
|
666,667
|
3,000,000
|
(42
|
)
|
0.00
|
%
|
||||||||||||||||||
Tammy
Martin
|
-
|
1,666,667
|
1,666,667
|
0.28
|
%
|
333,333
|
2,000,000
|
(30
|
)
|
0.00
|
%
|
||||||||||||||||||
Tom
Mazerski
|
-
|
2,000,000
|
2,000,000
|
0.34
|
%
|
-
|
2,000,000
|
(35
|
)
|
0.00
|
%
|
||||||||||||||||||
Michael
O’Neil
|
111,500
|
1,277,273
|
1,388,773
|
0.24
|
%
|
22,727
|
1,300,000
|
(38
|
)
|
0.02
|
%
|
||||||||||||||||||
Ocean
Avenue Advisors
|
-
|
2,000,000
|
2,000,000
|
0.34
|
%
|
-
|
2,000,000
|
(31
|
)
|
0.00
|
%
|
||||||||||||||||||
Philip
Otto
|
-
|
375,000
|
375,000
|
0.06
|
%
|
125,000
|
500,000
|
(22
|
)
|
0.00
|
%
|
||||||||||||||||||
Ryan
Beck & Co.
|
500,000
|
-
|
500,000
|
0.08
|
%
|
-
|
500,000
|
(44
|
)
|
0.00
|
%
|
||||||||||||||||||
Bruce
Sanguinetti
|
-
|
4,000,000
|
4,000,000
|
0.67
|
%
|
-
|
4,000,000
|
(32
|
)
|
0.00
|
%
|
||||||||||||||||||
Paul
Silverman
|
-
|
1,125,000
|
1,125,000
|
0.19
|
%
|
125,000
|
1,250,000
|
(22
|
)
|
0.00
|
%
|
||||||||||||||||||
Don
Sledge
|
-
|
977,273
|
977,273
|
0.17
|
%
|
22,727
|
1,000,000
|
(39
|
)
|
0.00
|
%
|
||||||||||||||||||
Jerry
Sullivan
|
-
|
3,486,842
|
3,486,842
|
0.59
|
%
|
6,513,158
|
10,000,000
|
(43
|
)
|
0.00
|
%
|
||||||||||||||||||
Fred
Tarter
|
-
|
1,000,000
|
1,000,000
|
0.17
|
%
|
-
|
1,000,000
|
(22
|
)
|
0.00
|
%
|
||||||||||||||||||
Byron
Wagner
|
-
|
125,000
|
125,000
|
0.02
|
%
|
125,000
|
250,000
|
(22
|
)
|
0.00
|
%
|
||||||||||||||||||
Ray
Cagle
|
-
|
548,611
|
548,611
|
0.09
|
%
|
1,451,389
|
2,000,000
|
(49
|
)
|
0.00
|
%
|
||||||||||||||||||
Daniel
Lozinsky
|
18,143,122
|
5,000,000
|
23,143,122
|
3.89
|
%
|
-
|
5,000,000
|
(50
|
)
|
3.05
|
%
|
||||||||||||||||||
Jay
O. Wright
|
389,000
|
18,061,288
|
18,450,288
|
3.04
|
%
|
2,121,212
|
20,182,500
|
(33
|
)
|
0.06
|
%
|
||||||||||||||||||
Subtotals
|
26,135,211
|
58,259,357
|
84,394,568
|
13.03
|
%
|
14,623,143
|
(3
|
)
|
74,214,115
|
3.75
|
%
|
||||||||||||||||||
Kevin
Kimberlin Partners, LP
|
17,272
|
-
|
17,272
|
0.00
|
%
|
-
|
17,272
|
0.00
|
%
|
||||||||||||||||||||
Spencer
Trask Media & Comm Group, LLC
|
6,150,700
|
-
|
6,150,700
|
1.04
|
%
|
-
|
6,150,700
|
0.00
|
%
|
||||||||||||||||||||
Spencer
Trask Illumination Fund, LLC
|
244,705
|
-
|
244,705
|
0.04
|
%
|
-
|
244,705
|
0.00
|
%
|
||||||||||||||||||||
Southern
Farm Bureau Life Insurance Co.
|
34,806,125
|
-
|
34,806,125
|
5.91
|
%
|
-
|
34,806,125
|
0.00
|
%
|
||||||||||||||||||||
McCarty
Wireless, LLC
|
9,216,626
|
-
|
9,216,626
|
1.56
|
%
|
-
|
9,216,626
|
0.00
|
%
|
||||||||||||||||||||
Tony
Tam
|
11,081
|
-
|
11,081
|
0.00
|
%
|
-
|
11,081
|
0.00
|
%
|
||||||||||||||||||||
Pacific
Infinity Company, Inc.
|
496,169
|
-
|
496,169
|
0.08
|
%
|
-
|
496,169
|
0.00
|
%
|
||||||||||||||||||||
Terry
Kwong
|
2,999,093
|
-
|
2,999,093
|
0.51
|
%
|
-
|
2,999,093
|
0.00
|
%
|
||||||||||||||||||||
Wilson
Wong
|
578,471
|
-
|
578,471
|
0.10
|
%
|
-
|
578,471
|
0.00
|
%
|
||||||||||||||||||||
Chida
Tse
|
227,368
|
-
|
227,368
|
0.04
|
%
|
-
|
227,368
|
0.00
|
%
|
||||||||||||||||||||
Ray
Tong
|
129,366
|
-
|
129,366
|
0.02
|
%
|
-
|
129,366
|
0.00
|
%
|
||||||||||||||||||||
Philip
Matos
|
784,107
|
-
|
784,107
|
0.13
|
%
|
-
|
784,107
|
0.00
|
%
|
||||||||||||||||||||
Jack
Wong
|
4,508,852
|
-
|
4,508,852
|
0.77
|
%
|
-
|
4,508,852
|
0.00
|
%
|
||||||||||||||||||||
Robert
Kane
|
97,644
|
-
|
97,644
|
0.02
|
%
|
-
|
97,644
|
0.00
|
%
|
||||||||||||||||||||
Julie
Baigent SEP IRA
|
28,991
|
-
|
28,991
|
0.00
|
%
|
-
|
28,991
|
0.00
|
%
|
||||||||||||||||||||
Jenifer
and John E. Smyth
|
5,754
|
-
|
5,754
|
0.00
|
%
|
-
|
5,754
|
0.00
|
%
|
Elizabeth
H. Kinney
|
5,754
|
-
|
5,754
|
0.00
|
%
|
-
|
5,754
|
0.00
|
%
|
||||||||||||||||||||
Lane
Cockrell
|
3,019
|
-
|
3,019
|
0.00
|
%
|
-
|
3,019
|
0.00
|
%
|
||||||||||||||||||||
Christopher
P. Truhan
|
2,877
|
-
|
2,877
|
0.00
|
%
|
-
|
2,877
|
0.00
|
%
|
||||||||||||||||||||
Andria
Langenberg
|
2,820
|
-
|
2,820
|
0.00
|
%
|
-
|
2,820
|
0.00
|
%
|
||||||||||||||||||||
Jerry
M. Sullivan, Jr.
|
10,001,856
|
-
|
10,001,856
|
1.70
|
%
|
-
|
10,001,856
|
(43
|
)
|
0.00
|
%
|
||||||||||||||||||
John
Greathouse
|
240,079
|
-
|
240,079
|
0.04
|
%
|
-
|
240,079
|
0.00
|
%
|
||||||||||||||||||||
Jonathan
B. Steadman
|
5,434,899
|
-
|
5,434,899
|
0.92
|
%
|
-
|
5,434,899
|
(46
|
)
|
0.00
|
%
|
||||||||||||||||||
Randy
James Eure
|
3,564,597
|
-
|
3,564,597
|
0.61
|
%
|
-
|
3,564,597
|
0.00
|
%
|
||||||||||||||||||||
John
Yerger
|
1,502,309
|
-
|
1,502,309
|
0.25
|
%
|
-
|
1,502,309
|
(48
|
)
|
0.00
|
%
|
||||||||||||||||||
Ken
Harris
|
83,422
|
-
|
83,422
|
0.01
|
%
|
-
|
83,422
|
0.00
|
%
|
||||||||||||||||||||
David
McIntosh
|
614,909
|
-
|
614,909
|
0.10
|
%
|
-
|
614,909
|
(48
|
)
|
0.00
|
%
|
||||||||||||||||||
Gregory
Wolff
|
538,409
|
-
|
538,409
|
0.09
|
%
|
-
|
538,409
|
(48
|
)
|
0.00
|
%
|
||||||||||||||||||
Jerry
O'Rear
|
339,067
|
-
|
339,067
|
0.06
|
%
|
-
|
339,067
|
(48
|
)
|
0.00
|
%
|
||||||||||||||||||
Sandra
Miller
|
593,690
|
-
|
593,690
|
0.10
|
%
|
-
|
593,690
|
(48
|
)
|
0.00
|
%
|
||||||||||||||||||
Scott
Tenney
|
3,733
|
-
|
3,733
|
0.00
|
%
|
-
|
3,733
|
0.00
|
%
|
||||||||||||||||||||
Jim
Cade
|
736
|
-
|
736
|
0.00
|
%
|
-
|
736
|
0.00
|
%
|
||||||||||||||||||||
Scott
Goodno
|
1,470
|
-
|
1,470
|
0.00
|
%
|
-
|
1,470
|
0.00
|
%
|
||||||||||||||||||||
Dan
Berry
|
589
|
-
|
589
|
0.00
|
%
|
-
|
589
|
0.00
|
%
|
||||||||||||||||||||
Jennifer
Relfe
|
8,821
|
-
|
8,821
|
0.00
|
%
|
-
|
8,821
|
0.00
|
%
|
||||||||||||||||||||
Lisa
Vicory
|
2,353
|
-
|
2,353
|
0.00
|
%
|
-
|
2,353
|
0.00
|
%
|
||||||||||||||||||||
Ricky
G. Luke
|
3,059,836
|
-
|
3,059,836
|
0.52
|
%
|
-
|
3,059,836
|
(47
|
)
|
0.00
|
%
|
||||||||||||||||||
Alan
Crancer
|
1,422,748
|
-
|
1,422,748
|
0.24
|
%
|
-
|
1,422,748
|
(48
|
)
|
0.00
|
%
|
||||||||||||||||||
Troy
Browning
|
603,226
|
-
|
603,226
|
0.10
|
%
|
-
|
603,226
|
(48
|
)
|
0.00
|
%
|
||||||||||||||||||
Paul
Latchford
|
280,009
|
-
|
280,009
|
0.05
|
%
|
-
|
280,009
|
0.00
|
%
|
||||||||||||||||||||
Johnny
McCarty
|
280,009
|
-
|
280,009
|
0.05
|
%
|
-
|
280,009
|
0.00
|
%
|
||||||||||||||||||||
Bobby
Lloyd
|
542,026
|
-
|
542,026
|
0.09
|
%
|
-
|
542,026
|
(48
|
)
|
0.00
|
%
|
||||||||||||||||||
Ashley
Barlow
|
75,937
|
-
|
75,937
|
0.01
|
%
|
-
|
75,937
|
(48
|
)
|
0.00
|
%
|
||||||||||||||||||
Penny
Melvin
|
258,976
|
-
|
258,976
|
0.04
|
%
|
-
|
258,976
|
(48
|
)
|
0.00
|
%
|
||||||||||||||||||
Rebekah
Schomisch
|
229,500
|
-
|
229,500
|
0.04
|
%
|
-
|
229,500
|
(48
|
)
|
0.00
|
%
|
||||||||||||||||||
Subtotals
|
90,000,000
|
-
|
90,000,000
|
15.28
|
%
|
-
|
90,000,000
|
(45
|
)
|
0.00
|
%
|
||||||||||||||||||
Grand
Totals
|
160,165,417
|
103,630,442
|
263,795,859
|
38.08
|
%
|
84,067,044
|
404,474,901
|
6.46
|
%
|
||||||||||||||||||||
Incremental
Number of Shares
|
301,835,416
|
||||||||||||||||||||||||||||
Total
Shares Offered as a Percentage of Outstanding Shares (after
offering)
|
45.39
|
%
|
(1) |
The
percentage of outstanding shares is based on 589,189,570 shares
of common
stock outstanding on September 30, 2006, together with shares
deemed
beneficially
owned by each such stockholder. Beneficial ownership is determined
in
accordance with the rules of the Securities and Exchange Commission
and
generally includes voting or investment power with respect to
securities.
Shares of common stock that may be obtained within 60 days of
September
30, 2006
are deemed to be beneficially owned by the person holding such
securities
that are convertible or exchangeable into shares of common stock
for the
purpose
of computing the percentage of ownership of such person, but
are not
treated as outstanding for the purpose of computing the percentage
ownership
of any other person.
|
(2) |
The
Bethell Family Trust received a total of 10,000,000 shares of
our common
stock, 6,000,000 shares on July 13, 2005 and 4,000,000 shares
on August
24, 2005, in
connection with our acquisition of American Fiber Network, Inc.
Doug
Bethell, the former CEO of AFN is currently an Executive Vice
President of
the Company subsequent to our acquisition.
Mr. Bethell maintains investment and voting control of the Bethell
Family
Trust.
|
(3) |
Represents
shares of our common stock that will become exercisable pursuant
to the
terms of outstanding stock warrant and stock option agreements
beyond 60
days from
September 30, 2006. Consequently, these shares are not considered
beneficially owned by the holder of the stock warrant or option
on
September 30, 2006.
|
(4) |
These
former owners of The River Internet Access Co., acquired by us
in
September 2004, hold 1,307,870 shares of our common stock that
were issued
on October 6, 2005 upon
the conversion of debentures received by them in connection with
the
acquisition. The debentures had a maturity date of September
16, 2006,
bore interest at
the annual rate of 3.00%, and were convertible into shares of
our common
stock at any time during their terms at $0.20 per share. The
debenture
principal amounts
were subject to downward adjustments pending the results of an
acquisition
audit or the occurrence of any damages as defined in the merger
agreement.
|
(5) |
Cornell
Capital holds a secured debenture in the amount of $15,149,650
that is
convertible into 55,089,635 shares of our common stock at a per
share
price of $0.275 and a warrant to purchase 15,000,000 shares of
our common
stock at a per share price of $0.20, as amended, both dated June
30, 2006.
This warrant expires one year after the shares of our common
stock subject
to the warrant are registered for resale by the SEC. Cornell
Capital also
holds a 5-year warrant to purchase 13,750,000 shares of our common
stock
at a per share price of $0.20 dated May 13, 2005, as amended.
The Company
and Cornell Capital have also agreed to the issuance of $7.0
million in
debentures, convertible into 40,229,885 shares of our common
stock at a
maximum per share price of $0.174, and an additional warrant
to purchase
10,000,000 shares of our common stock at a per share price of
$0.174 per
share, both dated August 28, 2006. Under the terms of the agreement,
we
are required to register 120,689,655 shares (300% of 40,229,885).
As of
September 30, 2006, one of the debentures was issued, convertible
into
13,218,390 shares of our common stock, as well as a warrant to
purchase
3,333,334 shares of our common stock.
For
presentation purposes above, the shares of our common stock issuable
upon
the conversion or exercise of our securities that would result
in
ownership greater than 4.99% are not considered beneficially
owned by
Cornell Capital at September 30, 2006. Pursuant to the terms
of the
instruments, conversion or exercise for a number of shares in
excess of
that number of shares which, upon giving effect to such conversion
or
exercise, would cause the aggregate number of shares beneficially
owned by
Cornell Capital to exceed 4.99% of our outstanding shares following
such
conversion, requires at least 65 days prior notice. No such notice
has
been received by us. Upon the receipt of such notice, conversion
or
exercise could occur pursuant to the terms of the instrument
with Cornell
Capital becoming the beneficial owner of the shares. See Note
7 to the
Condensed Consolidated Financial Statements that are included
in the
Company's Form 10-Q for the quarterly period ended June 30, 2006
for
additional information about the convertible debenture and the
stock
warrants. Mr. Mark Angelo maintains investment and voting control
of the
shares.
|
(6) |
Represents
warrants to purchase shares of our common stock that were issued
on
November 15, 2004 to Airlie Master Opportunity Fund, Ltd., the
source of
the Davel bridge
financing, and the brokers involved with the arrangement of this
loan.
Dort and Seth Cameron maintain investment and voting control
of the Airlie
Fund. These
warrants are exercisable at a per share price of $0.20, and they
expire on
November 14, 2011.
|
(7) |
Steven
Feinberg maintains investment and voting control of Ableco Finance,
LLC.
|
(8) |
Lynn
Tilton maintains investment and voting control of ARK-CLO 2000-1,
Limited.
|
(9) |
Matthew
Kimble maintains investment and voting control of Avenue Special
Situations Fund, II, LP.
|
(10) |
Everett
Schenk maintains investment and voting control of BNP
Paribus.
|
(11) |
Steven
Feinberg maintains investment and voting control of Cerberus
Partners,
L.P.
|
(12) |
Dennis
Archer maintains investment and voting control of Foothill Partners
III.
|
(13) |
Sheila
Finnerty maintains investment and voting control of Morgan Stanley
Prime
Income Trust.
|
(14) |
Frank
Devine maintains investment and voting control of PNC Bank
N.A.
|
(15) |
James
P. Cecil maintains investment and voting control of U.S. Bank,
N.A.
|
(16) |
Scott
Diehl maintains investment and voting control of Wells Fargo
Foothill,
Inc.
|
(17) |
Represents
warrants to purchase shares of our common stock that were issued
on
November 15, 2004 to certain lenders in connection with our acquisition
of
100% of the senior
secured debt of Davel and an assignment by those lenders of their
shares
of Davel's common stock representing approximately 95% of Davel's
issued
and outstanding
common stock. These warrants are exercisable at a per share price
of $0.30
and expire on November 14, 2009.
|
(18) |
Represents
warrants to purchase shares of our common stock, 117,663 shares
at $0.30
per share and 47,065 shares at $0.35 per share, that expire on
October 15,
2009. Mr.
Mazerski, a founder and the President and CEO of CloseCall prior
to our
acquisition, currently serves as Chief Executive Officer of Close
Call.
|
(19) |
Represents
warrants to purchase shares of our common stock that were issued
on
October 15, 2004 to the former owners of CloseCall America in
connection
with its
acquisition by us and that expire on October 15, 2009. Warrants
to
purchase approximately 2,302,590 shares are exercisable at $0.30
per
share, and warrants to purchase approximately
921,035 shares are exercisable at $0.35 per
share.
|
(20) |
Martin
Levetin, a former owner of Evergreen Open Broadband Corporation,
received
a warrant to purchase 600,000 shares of our common stock on April
21, 2005
in connection
with our acquisition of Evergreen. Mr. Levetin's warrant is exercisable
at
a per share price of $0.16, and expires on April 21,
2010.
|
(21) |
Represents
warrants to purchase 2,000,000, 1,500,000 and 500,000 shares
of our common
stock that were awarded to Geoffrey
Amend, who resigned as our Senior Vice President, General Counsel
and
Secretary in September 2006, on November 1, 2004, April 20, 2005,
and
February 7, 2006, respectively. 50% of the warrant for
2,000,000 shares vests ratably over 24 months from the award
date, and
1,000,0000 shares vested upon our achieving $5 million in EBITDA
over a
consecutive 12 month period.
The warrant for 1,500,000 shares vests over a 23-month period
from the
award date. The warrant for 500,000 shares vests over a 24-month
period
from April 1, 2006. These
warrants are exercisable at per share prices of $0.20, $0.155
and $0.233,
respectively, and expire on November 1, 2014, April 20, 2015,
and February
7, 2016, respectively.
|
(22) |
Represents
warrants to purchase common stock issued to each member of our
board of
advisors as follows - Messrs. Silverman and Tarter were each
issued a
10-year warrant to purchase
1,000,000 shares of our common stock on January 1, 2004 and July
20, 2004,
respectively. These warrants are exercisable at $.02 and $0.20
per share,
respectively and they were fully
vested at March 31, 2006. Messrs. Bouts and Gunther were each
issued a
10-year warrant to purchase 800,000 shares of our common stock
on January
1, 2004 and June
28, 2004, respectively. These warrants are exercisable at $0.02
and $0.20
per share, respectively, and they were fully vested at March
31, 2006.
Mr.
Otto and Dr. Bowman were each issued a
10-year warrant to purchase 250,000 shares of our common stock,
dated
February 17, 2005, that vests ratably over 12 months from the
date of
award. These warrants are exercisable
at a per share price of $0.155 and $0.193, respectively. Mr.
Kleeman was
issued a 10-year warrant to purchase 250,000 shares of our common
stock on
May 17, 2005 that
vests ratably over 12 months from the date of award. This warrant
is
exercisable at a price of $0.33 per share. Messrs. Bouts, Bowman,
Gunther,
Latchford, Otto, Silverman and Dr. Bowman were
each awarded a 10-year warrant to purchase 250,000 shares of
our common
stock on March 31, 2006 that vests in quarterly installments
during fiscal
year 2007, and that is exercisable
at a per share price of $0.22. On April 1, 2006, Mr. Wagner was
awarded a
10-year warrant to purchase 250,000 shares of our common stock
that vests
in equal quarterly
installments during fiscal year 2007 and that is exercisable
at a per
share price of $0.20.
|
(23) |
Represents
10-year warrants to purchase 750,000 shares and 500,000 share
of our
common stock awarded on June 20, 2005 and February 7, 2006, respectively,
to Hank Deily, who
currently serves as our Senior Vice President, Chief Accounting
Officer. The warrant to purchase 750,000 shares vests in three
equal
installments on March 31, 2006, 2007 and 2008, and is exercisable
at a per
share price of $0.31. The
warrant to purchase 500,000 shares vests over a 24-month period
beginning
April 1, 2006, and is exercisable at a per share price of
$0.233.
|
(24) |
Mr.
Dumbleton was our Executive Vice President, Sales and Business
Development, until his employment with us ended on January 15,
2006.
|
(25) |
Represents
a warrant to purchase 1,500,000 shares of our common stock awarded
on
April 1, 2005 to Kurt Gordon, who served as our Chief Financial
Officer
until March 31, 2006. This
warrant vested over 12 months from the date of award, is exercisable
at a
per share price of $0.22 per share, and expires on April 1,
2015.
|
(26) |
Represents
a warrant to purchase 200,000 shares of our common stock issued
on
February 1, 2003 to Hawk Associates, Inc., a firm that currently
provides
investor and
public relations services to us. This warrant was fully vested
at December
31, 2005, is exercisable at a per share price of $0.15, and expires
on
February 1, 2010.
|
(27) |
Includes
a 10-year warrant to purchase 800,000 shares of our common stock
awarded
on January 1, 2004 to John von Harz, a former member of our board
of
advisors, who currently
serves as a Vice President of our Kite Networks organization
in the area
of business development; this warrant was fully vested on December
31, 2005, and is exercisable at a per share price of $0.02. Also
includes
a 10-year option to purchase 400,000 shares of our common stock
awarded on
January 25, 2006 that
is exercisable at a per share price of $0.26 and that vests in
three equal
installments on March 31, 2006, 2007 and
2008.
|
(28) |
Represents
warrants to purchase 3,500,000 shares of our common stock awarded
on June
10, 2004 to Kevin Kuykendall who served as President of our voice
business
segment from
June 2004 through December 2004. These warrants were fully vested
on
December 31, 2005, are exercisable at a per share price of $0.20,
and
expire on June 10, 2014.
|
(29) |
Represents
a 10-year warrant to purchase 800,000 shares of our common stock
awarded
on March 1, 2004 to Chris MacFarland, a member of our Board of
Directors,
that is fully vested;
a 10-year warrant to purchase 250,000 shares of our common stock,
awarded
on June 16, 2005, that is fully vested; and a 10-year warrant
to purchase
250,000 shares of our common stock
that was awarded on February 7, 2006 and that vests ratably until
December
7, 2006. These warrants are exercisable at per share prices of
$0.10,
$0.15 and $0.233, respectively.
|
(30) |
Represents
10-year warrants to purchase 1,500,000 shares and 500,000 of
our common
stock awarded on April 20, 2005 and February 7, 2006, respectively,
to
Tammy Martin, serves
as our Senior Vice President, Chief Administrative Officer, General
Counsel and Treasurer. The warrant to purchase 1,500,000 shares
is fully
vested and
the warrant to purchase 500,000 shares vests ratably over a 24-month
period beginning April 1, 2006. The warrants are exercisable
at a per
share price of $0.155, and $0.233, respectively.
|
(31) |
Represents
shares issuable upon the exercise of a warrant to purchase our
common
stock that was granted in July 2004 in connection with the provision
of
investor relations
services. This warrant was fully vested at December 31, 2005,
is
exercisable at a per share price of $0.18, and expires on July
1,
2014.
|
(32) |
Represents
10-year warrants to purchase 3,000,000 and 1,000,000 shares of
our common
stock awarded on January 1, 2005 and January 23, 2006, respectively
to
Bruce Sanguinetti, the former
President and Chief Executive of NeoReach Wireless. The
warrant to purchase 3,000,000 shares is fully vested, and is
exercisable
at a per share price of $0.16. The warrant to purchase 1,000,000
shares is
fully vested and
is exercisable at a per share price of $0.19. 
60
;
|
(33) |
Represents
a series of warrants to purchase shares of our common stock awarded
to Jay
O. Wright who currently serves as our Chief Executive Officer;
Mr.
Wright also serves as Chairman of our Board of Directors. A warrant
to
purchase 5,000,000 shares vests ratably over 33 months from April
1, 2005,
is exercisable at a per share price of $0.22, and expires
on April 1, 2015. 10-year warrants to purchase a total of 15,182,500
shares of our common stock, awarded in April 2004 and exercisable
at a per
share price of $0.018, are fully
vested.
|
(34) |
Represents
warrants to purchase shares of our common stock, 8,696 shares
at $0.30 per
share and 3,478 shares at $0.35 per share, that expire on October
15,
2009. Mr.
Norris currently serves as Chief Financial Officer of our voice
business
segment on a temporary basis. This warrant was fully vested on
December
31, 2005.
|
(35) |
Includes
a warrant to purchase 1,500,000 shares of our common stock that
was
awarded to Mr. Mazerski on April 20, 2005. The
warrant vests over an 18-month period in equal monthly installments
from
April 20, 2005, is exercisable at a per share price of $0.155
and expires
on April 20, 2015. Also includes a 10-year option to purchase
500,000 shares of our common stock, awarded on October 18, 2004
and
exercisable at a per share price of $0.225 per share, that is
fully
vested.
|
(36) |
William
Dioguardi, President of Spencer Trask Ventures, Inc. maintains
investment
and voting control of these shares.
|
(37) |
Gabriel
Montessus maintains investment and voting control of these
shares.
|
(38) |
Includes
a 10-year warrant to purchase 800,000 shares of our common
stock awarded
on January 1, 2004 to Michael O'Neil, a member of our Board
of Directors,
that was fully
vested on December 31, 2005, a 10-year warrant to purchase
250,000 shares
of our common stock, awarded on June 16, 2005, that is fully
vested, and a
10-year warrant to purchase
250,000 shares of our common stock that was awarded on February
7, 2006,
and that vests ratably until December 7, 2006. These
warrants are exercisable at per share prices of $0.02, $0.15,
and $0.223,
respectively.
|
(39) |
Includes
a 10-year warrant to purchase 500,000 shares of our common stock
awarded
on January 19, 2005 to Don Sledge, a member of our Board of Directors,
that is fully vested,
a 10-year warrant to purchase 250,000 shares of our common stock,
awarded
on June 16, 2005, that is fully vested, and a 10-year warrant
to purchase
250,000 shares of
our common stock that was awarded on February 7, 2006 and that
vests
ratably until December 7, 2006. These
warrants are exercisable at per share prices of $0.185, $0.15,
and $0.233,
respectively.
|
(40) |
Represents
a warrant to purchase 1,000,000 shares of our common stock that
was
awarded on February 7, 2006, that vests ratably over a 24-month
period
that
commenced on April 1, 2006, and that is exercisable at a price
of $0.233
per share.
|
(41) |
Represents
a warrant to purchase 350,000 shares of our common stock awarded
on
February 7, 2006 to Lisa Bickford, our Vice President, Network
Operations,
and former president of
InReach Internet, LLC, that vests ratably over a 24-month period
commencing April 1, 2006, that expires on April 1, 2016, and
that is
exercisable at a per share price of
$0.233.
|
(42) |
Includes
a 10-year option to purchase 2,000,000 shares of our common stock
awarded
on September 15, 2005 to James Magruder, formerly our Executive
Vice
President, Integration,
that is fully vested and exercisable at a per share price of
$0.27 per
share. Also includes a 10-year warrant to purchase 1,000,000
shares
of our common stock that vests ratably over a 24-month period
commencing
April 1, 2006, and that is exercisable at a per share price of
$0.233.
|
(43) |
Includes
a 10-year warrant to purchase 10,000,000 shares of our common
stock
awarded on December 30, 2005 to Jerry Sullivan, our President
and Chief
Operating Officer, at an exercise
price of $0.174 per share. Vesting related to 2,500,000 occurred
on
February 1, 2006; vesting related to 3,750,000 shares will occur
ratably
over a 38-month period that
commenced on February 1, 2006; and vesting related to 3,750,000
shares
will occur pursuant to goals mutually established by our Compensation
Committee and
Mr. Sullivan.
|
(44) |
Ryan,
Beck & Co. received these shares in connection with their providing
investment banking services to us.
|
(45) |
Represents
shares received by the minority-interest owners of Kite Broadband
LLC and
the stockholders of Kite Networks, Inc. in connection with their
acquisition by
us on January 31, 2006.
|
(46) |
Mr.
Steadman was chief operating officer of our wireless networks
business
segment from February 1, 2006 through July 31,
2006.
|
(47) |
Mr.
Luke is employed by Kite Broadband LLC as its general
counsel.
|
(48) |
These
individuals are employees of Kite Broadband
LLC.
|
(49) |
Includes
a 10-year warrant to purchase 2,000,000 shares of our common
stock awarded
on December 30, 2005 to Ray Cagle, the Chief Operating Officer
of our
wireless network businesses, at an exercise
price of $0.135 per share. Vesting related to 500,000 occurred
on August
14, 2006; vesting related to 500,000 shares will occur ratably
over a
36-month period that
commenced on August 14, 2006; and vesting related to 1,000,000
shares will
occur pursuant to goals mutually established with the Company.
|
(50) |
Represents
a 10-year warrant to purchase 5,000,000 shares of our common
stock awarded
on April 15, 2004 to Daniel Lozinsky, that is fully vested and
exercisable
at a per share exercise price of $0.018. Mr.
Lozinsky, a former senior executive of the Company, resigned
from our
Board of Directors in May 2005.
|
• |
Annual
Report on Form 10-KSB for the fiscal year ended March 31, 2006, as
amended;
|
• |
Quarterly
Report on Form 10-Q for the quarter ended June 30, 2006, as
amended;
|
• |
Proxy
Statement dated July 17, 2006;
|
• |
Current
Report on Form 8-K filed April 6,
2006;
|
• |
Current
Report on Form 8-K filed June 9,
2006;
|
• |
Current
Report on Form 8-K filed July 7,
2006;
|
• |
Current
Report on Form 8-K filed July 12,
2006;
|
• |
Current
Report on Form 8-K filed August 21, 2006;
|
• |
Current
Report on Form 8-K filed August 24, 2006;
|
• |
Current
Report on Form 8-K filed September 6,
2006;
|
• |
Current
Report on Form 8-K filed September 21,
2006;
|
• |
Current
Report on Form 8-K filed October 12,
2006.
|
• |
The
information contained in “Item 1. Description of Registrant’s Securities
to be Registered” in our Registration Statement on Form 8-A (Commission
File No. 000-51010), filed with the Securities and Exchange Commission,
except with respect to the number of shares of stock, options and
warrants
which are outstanding. As of the date of this prospectus, we had
outstanding 589,189,570 shares of common stock, $0.001 par value
per
share, and 35,425 shares of preferred stock, $0.001 par value per
share.
As of the date of this prospectus, we had outstanding options to
purchase
10,201,000 shares of our common stock and outstanding warrants to
purchase
116,765,834 shares of our common
stock.
|
We
have not authorized any dealer, salesperson or other person to provide
any
information or make any representations about Mobilepro Corp. except
the
information or representations contained in this prospectus. You
should
not rely on any additional information or representations if
made.
|
||
This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy any securities: |
PROSPECTUS
|
|
|
||
• except
the common stock offered by this prospectus;
|
||
404,474,901
Shares of Common
Stock
|
||
• in
any jurisdiction in which the offer or solicitation is not
authorized;
|
||
MOBILEPRO
CORP.
|
||
• in
any jurisdiction where the dealer or other salesperson is not qualified
to
make the offer or solicitation;
|
|
|
October
___, 2006
|
||
• to
any person to whom it is unlawful to make the offer or solicitation;
or
|
||
• to
any person who is not a United States resident or who is outside
the
jurisdiction of the United States.
|
|
|
The delivery of this prospectus or any accompanying sale does not imply that: | ||
• there
have been no changes in the affairs of Mobilepro Corp. after the
date of
this prospectus; or
|
||
• the
information contained in this prospectus is correct after the date
of this
prospectus.
|
SEC registration fee | $ | 662 | ||
Legal fees and expenses | 5,000 | |||
Printing expenses | 5,000 | |||
Accounting fees | 1,500 | |||
Miscellaneous | 1,500 | |||
Total
|
$ | 13,662 |
Exhibit
No.
|
Description
|
Location
|
||
2.1
|
Agreement
and Plan of Merger, dated as of March 21, 2002, by and among Mobilepro
Corp., NeoReach Acquisition Corp. and NeoReach, Inc.
|
Incorporated
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form
8-K filed on April 5, 2002
|
||
2.2
|
Agreement
and Plan of Merger, dated as of January 20, 2004, by and among
Mobilepro
Corp., DFWI Acquisition Corp., DFW Internet Services, Inc., Jack
W. Beech,
Jr. and Jack W. Beech, Sr.
|
Incorporated
by reference to Exhibit 99.1 to the Registrant’s Current Report on Form
8-K filed on February 4, 2004
|
||
2.3
|
Agreement
and Plan of Merger, dated as of March 1, 2004, by and among DFW
Internet
Services, Inc., DFW Internet Acquisition Corp., Internet Express,
Inc., J.
Glenn Hughes and Loretta Hughes
|
Incorporated
by reference to Exhibit 99.1 to the Registrant’s Current Report on Form
8-K filed on April 29, 2004
|
||
2.4
|
Agreement
and Plan of Merger, dated as of April 21, 2004, by and among DFW
Internet
Services, Inc., DFWA Acquisition Corp., August.Net Services, LLC,
Louis G.
Fausak, Andrew K. Fullford, John M. Scott, Dennis W. Simpson, Andrew
T.
Fausak, and Gayane Manasjan
|
Incorporated
by reference to Exhibit 99.1 to the Registrant’s Current Report on Form
8-K filed on April 29, 2004
|
||
2.5
|
Agreement
and Plan of Merger, dated as of June 3, 2004, by and among Mobilepro
Corp., DFW Internet Services, Inc., DFWS Acquisition Corp., ShreveNet,
Inc. and the stockholders identified therein
|
Incorporated
by reference to Exhibit 99.1 to the Registrant’s Current Report on Form
8-K filed on June 8, 2004
|
||
2.6
|
Asset
Purchase Agreement, dated as of June 21, 2004, by and between Crescent
Communications, Inc. and DFW Internet Services, Inc.
|
Incorporated
by reference to Exhibit 99.1 to the Registrant’s Current Report on Form
8-K filed on June 22, 2004
|
||
2.7
|
Agreement
and Plan of Merger, dated July 6, 2004, by and among the Company,
DFW
Internet Services, Inc., DFWC Acquisition Corp., Clover Computer
Corp. and
Paul Sadler
|
Incorporated
by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K
filed on July 8, 2004
|
||
2.8
|
Agreement
and Plan of Merger, dated July 14, 2004, by and among DFW Internet
Services, Inc., DFWT Acquisition Corp., Ticon.net, Inc. and the
stockholders identified therein
|
Incorporated
by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K
filed on July 15, 2004
|
2.9
|
Agreement
and Plan of Merger, dated July 30, 2004, by and among the Company,
Affinity Acquisition Corp., C.L.Y.K., Inc. and the stockholders
identified
therein
|
Incorporated
by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K
filed on August 20, 2004
|
||
2.10
|
Amendment
No. 1 to Agreement and Plan of Merger, dated December 28, 2004,
by and
among the Company, Affinity Acquisition Corp., C.L.Y.K., Inc. and
the
stockholders identified therein
|
Incorporated
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form
8-K filed on January 21, 2005
|
||
2.11
|
Asset
Purchase Agreement, dated as of August 13, 2004, by and among Web
One,
Inc., DFW Internet Services, Inc. and Jeff McMurphy
|
Incorporated
by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K
filed on August 19, 2004
|
||
2.12
|
Agreement
and Plan of Merger, dated August 31, 2004, by and among the Company,
MVCC
Acquisition Corp. and CloseCall America, Inc.
|
Incorporated
by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K
filed on October 19, 2004
|
2.13
|
Amendment
No. 1 to Agreement and Plan of Merger, dated September 30, 2004,
by and
among the Company, MVCC Acquisition Corp. and CloseCall America,
Inc.
|
Incorporated
by reference to Exhibit 2.2 to the Registrant’s Current Report on Form 8-K
filed on October 19, 2004
|
||
2.14
|
Loan
Purchase Agreement and Transfer and Assignment of Shares, dated
September
3, 2004, by and among the Company, Davel Acquisition Corp., Davel
Communications, Inc. and certain stockholders identified therein
|
Incorporated
by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K
filed on September 9, 2004
|
||
2.15
|
Agreement
and Plan of Merger, dated September 15, 2004, by and among the
Company,
DFWW Acquisition Corp., World Trade Network, Inc. and Jack Jui
|
Incorporated
by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K
filed on September 15, 2004
|
||
2.16
|
Agreement
and Plan of Merger, dated September 16, 2004, by and among the
Company,
DFW Internet Services, Inc., DFWR Acquisition Corp., The River
Internet
Access Co. and the stockholders identified therein
|
Incorporated
by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K
filed on September 17, 2004
|
||
2.17
|
Agreement
and Plan of Merger by and among Registrant, NeoReach, Inc., Transcordia
Acquisition Corp., Transcordia, LLC and its Unit Holders, dated
April 2005
|
Incorporated
by reference to Exhibit 2.1 to the Registrant’s Form 10-QSB filed August
15, 2005
|
||
2.18
|
Agreement
and Plan of Merger by and among Registrant, NeoReach, Inc., NeoReach
Wireless, Inc., Evergreen Open Broadband Corporation, and Certain
Shareholders
|
Incorporated
by reference to Exhibit 2.1 to the Registrant’s Form 10-QSB filed August
15, 2005
|
||
2.19
|
Agreement
and Plan of Merger, dated June 30, 2005, by and among the Company,
AFN
Acquisition Corp., American Fiber Network, Inc. and the individuals
and
entities identified therein
|
Incorporated
by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K
filed on July 6, 2005
|
||
2.20
|
Agreement
and Plan of Merger, dated October 31, 2005, by and among the Company,
InReach Internet, Inc., InReach Internet, LLC, and Balco Holdings,
Inc.
|
Incorporated
by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K
filed on November 7, 2005
|
||
2.21
|
Form
of Assignment of Limited Liability Company Interest/Release, dated
January
31, 2006
|
Incorporated
by reference to Exhibit 2.21 to the Registrant’s Quarterly Report on Form
10-Q filed on August 9, 2006
|
||
2.22
|
Agreement
and Plan of Merger, dated January 31, 2006, by and among Mobilepro
Corp.,
Kite Acquisition Corp. and Kite Networks, Inc.
|
Incorporated
by reference to Exhibit 2.22 to the Registrant’s Quarterly Report on Form
10-Q filed on August 9, 2006
|
||
3.1
|
Certificate
of Incorporation, dated April 20, 2001, of Registrant
|
Incorporated
by reference to Exhibit 3.1 to the Registrant’s Registration Statement on
Form S-8 filed on May 11, 2001
|
||
3.2
|
Certificate
of Amendment of Certificate of Incorporation of Mobilepro Corp
dated
November 16, 2001.
|
Incorporated
by reference to Exhibit 3.1 to the Registrant’s Registration Statement on
Form S-8 filed on December 4, 2001
|
||
3.3
|
Certificate
of Amendment to Certificate of Incorporation of Mobilepro Corp.
dated
March 11, 2003
|
Incorporated
by reference to Exhibit 3.11 to the Registrant’s Registration Statement on
Form SB-2 filed on May 6, 2003
|
||
3.4
|
By-Laws
of Registrant
|
Incorporated
by reference to Exhibit 3.2 to the Registrant’s Registration Statement on
Form S-8 filed on May 11, 2001
|
||
4.1
|
2001
Equity Performance Plan
|
Incorporated
by reference to Exhibit 4.1 to the Registrant’s Registration Statement on
Form S-8 filed on December 4, 2001
|
||
4.2
|
Amended
and Restated 2001 Equity Performance Plan
|
Incorporated
by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form
10-KSB filed on June 29, 2004
|
||
4.3
|
Registration
Rights Agreement, dated September 16, 2004, by and among the Company
and
the persons and entities identified therein
|
Incorporated
by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form
10-KSB filed on June 28, 2005
|
||
4.4
|
Registration
Rights Agreement, dated November 15, 2004, by and among the Company
and
the persons and entities identified therein
|
Incorporated
by reference to Exhibit 10.3 to the Registrant’s Current Report on Form
8-K filed on November 17, 2004
|
||
4.5
|
Form
of Warrant issued on November 15, 2004
|
Incorporated
by reference to Exhibit 10.2 to the Registrant’s Current Report on Form
8-K filed on November 17, 2004
|
||
4.6
|
Registration
Rights Agreement, dated June 30, 2005, by and among the Company
and the
persons and entities identified therein
|
Incorporated
by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K
filed on July 6, 2005
|
||
4.7
|
Registration
Rights Agreement, dated November 1, 2005, by and among the Company
and the
persons and entities identified therein
|
Incorporated
by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K
filed on November 7, 2005
|
||
5.1
|
Opinion
on legality
|
Provided
herewith
|
||
10.1
|
Memorandum
of Understanding between NeoReach, Inc., and RF Microelectronics
Laboratory of Information and Communications University, South
Korea dated
July 31, 2002 for opportunities to cooperate in research, particularly
in
RF-CMOS ASICs development for RF transceiver of third generation
W-CDMA
standard
|
Incorporated
by reference to Exhibit 10.2 to the Registrant’s amended Quarterly Report
on Form 10-QSB/A filed on October 4, 2002
|
||
10.2
|
Termination
Agreement dated November 26, 2003, between Arne Dunhem and Mobilepro
Corp.
|
Incorporated
by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form
10-Q filed on February 13, 2004
|
||
10.3
|
Amendment
No. 1 to Termination Agreement, dated December 30, 2003, between
Arne
Dunhem and Mobilepro Corp.
|
Incorporated
by reference to Exhibit 10.17 to the Post-Effective Amendment to
Registrant’s Registration Statement on Form SB-2 filed on May 13, 2004.
|
10.4
|
Amendment
No. 2 to Termination Agreement, dated April 8, 2004, between Arne
Dunhem
and Mobilepro Corp.
|
Incorporated
by reference to Exhibit 10.18 to the Post-Effective Amendment to
Registrant’s Registration Statement on Form SB-2 filed on May 13, 2004
|
||
10.5
|
Amendment
No. 3 to Termination Agreement, dated May 2, 2004, between Arne
Dunhem and
Mobilepro Corp.
|
Incorporated
by reference to Exhibit 10.19 to the Post-Effective Amendment to
Registrant’s Registration Statement on Form SB-2 filed on May 13, 2004
|
||
10.6
|
Executive
Employment Agreement, dated December 15, 2003, between Jay O. Wright
and
the Company
|
Incorporated
by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form
10-QSB filed on February 13, 2004
|
||
10.7
|
Executive
Employment Agreement, dated April 15, 2004 between Jay O. Wright
and the
Company
|
Incorporated
by reference to Exhibit 10.15 to the Amendment to Registrant’s
Registration Statement on Form SB-2 filed on May 14, 2004
|
||
10.8
|
Amended
and Restated Executive Employment Agreement, dated June 9, 2004
between
Jay O. Wright and the Company
|
Incorporated
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form
8-K filed on June 15, 2004
|
||
10.9
|
Executive
Employment Agreement, dated February 20, 2004 between Kurt Gordon
and the
Company
|
Incorporated
by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form
10-KSB filed on June 29, 2004
|
||
10.10
|
Standby
Equity Distribution Agreement, dated May 13, 2004 between the Company
and
Cornell Capital
|
Incorporated
by reference to Exhibit 10.20 to the Registrant’s Registration Statement
on Form SB-2 filed on May 14, 2004
|
||
10.11
|
Registration
Rights Agreement, dated May 13, 2004 between the Company and Cornell
Capital
|
Incorporated
by reference to Exhibit 10.21 to the Registrant’s Registration Statement
on Form SB-2 filed on May 14, 2004
|
||
10.12
|
Placement
Agent Agreement, dated May 13, 2004 between the Company and Newbridge
Securities Corporation
|
Incorporated
by reference to Exhibit 10.22 to the Registrant’s Registration Statement
on Form SB-2 filed on May 14, 2004
|
||
10.13
|
Escrow
Agreement, dated May 13, 2004 between the Company and Cornell Capital
|
Incorporated
by reference to Exhibit 10.23 to the Registrant’s Registration Statement
on Form SB-2 filed on May 14, 2004
|
||
10.14
|
Consulting
Agreement by and among Mobilepro Corp., DFW Internet Services,
Inc., Beech
Holdings, Inc., and Jack W. Beech, Jr.
|
Incorporated
by reference to Exhibit 99.1 to the Registrant’s Current Report on Form
8-K filed on February 4, 2004
|
||
10.15
|
Executive
Employment Agreement dated June 10, 2004 between Kevin Kuykendall
and
Mobilepro Corp.
|
Incorporated
by reference to Exhibit 10.26 to the Registrant’s Annual Report on Form
10-KSB filed on June 29, 2004
|
10.16
|
Amended
and Restated Executive Employment Agreement dated October 14, 2004,
between Kevin Kuykendall and the Company
|
Incorporated
by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form
10-QSB filed on November 15, 2004
|
|||
10.17
|
Development
Agreement by and among the Company, NeoReach, Inc. and Information
and
Communications University*
|
Incorporated
by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form
10-QSB filed on November 15, 2004
|
|||
10.18
|
Promissory
Note issued by the Company to Cornell Capital on August 23, 2004
|
Incorporated
by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form
10-QSB filed on November 15, 2004
|
|||
10.19
|
Security
Agreement between the Company and Cornell Capital dated August
23, 2004
|
Incorporated
by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form
10-QSB filed on November 15, 2004
|
|||
10.20
|
Promissory
Note issued by the Company to Cornell Capital on August 25, 2004
|
Incorporated
by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form
10-QSB filed on November 15, 2004
|
|||
10.21
|
Security
Agreement between the Company and Cornell Capital dated August
25, 2004
|
Incorporated
by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form
10-QSB filed on November 15, 2004
|
|||
10.22
|
Letter
Agreement between the Company and Cornell Capital dated August
27, 2004
|
Incorporated
by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form
10-QSB filed on November 15, 2004
|
|||
10.23
|
Promissory
Note issued by the Company to Cornell Capital on August 27, 2004
|
Incorporated
by reference to Exhibit 10.2 to the Registrant’s Current Report on Form
8-K filed on October 19, 2004
|
|||
10.24
|
Security
Agreement between the Company and Cornell Capital dated August
27, 2004
|
Incorporated
by reference to Exhibit 10.3 to the Registrant’s Current Report on Form
8-K filed on October 19, 2004
|
|||
10.25
|
Promissory
Note issued by the Company to Cornell Capital on September 22,
2004
|
Incorporated
by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form
10-QSB filed on November 15, 2004
|
|||
10.26
|
Security
Agreement between the Company and Cornell Capital dated September
22, 2004
|
Incorporated
by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form
10-QSB filed on November 15, 2004
|
|||
10.27
|
Executive
Employment Agreement by and among the Company, CloseCall America,
Inc. and
Tom Mazerski
|
Incorporated
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form
8-K filed on October 19, 2004
|
|||
10.28
|
Executive
Employment Agreement dated November 2, 2004, between Geoffrey Amend
and
the Company
|
Incorporated
by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form
10-QSB filed on February 14, 2005
|
|||
10.29
|
Executive
Employment Agreement dated December 1, 2004, between Bruce Sanguinetti
and
the Company
|
Incorporated
by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form
10-QSB filed on February 14, 2005
|
|||
10.30
|
Credit
Agreement, dated November 15, 2004, by and among the Company, Davel
Acquisition Corp. and Airlie Opportunity Master Fund, Ltd.
|
Incorporated
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form
8-K filed on November 17, 2004
|
|||
10.31
|
Executive
Employment Agreement dated December 15, 2004, between John Dumbleton
and
the Company
|
Incorporated
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form
8-K filed on December 17, 2004
|
|||
10.32
|
Employment
Agreement dated February 28, 2005 between Davel Communications,
Inc. and
Tammy L. Martin
|
Incorporated
by reference to Exhibit 10.28 to the Registrant’s Annual Report on Form
10-KSB filed on June 28, 2005
|
|||
10.33
|
Amendment
No. 1 to Employment Agreement between Davel Communications, Inc.
and Tammy
L. Martin, dated April 20, 2005
|
Incorporated
by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form
10-KSB filed on June 28, 2005
|
|||
10.34
|
Amendment
No. 2 to Employment Agreement between Davel Communications, Inc.
and Tammy
L. Martin, dated May 26, 2005
|
Incorporated
by reference to Exhibit 10.30 to the Registrant’s Annual Report on Form
10-KSB filed on June 28, 2005
|
|||
10.35
|
Amended
and Restated Executive Employment Agreement, dated June 16, 2005
between
Jay O. Wright and the Company
|
Incorporated
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form
8-K filed on June 20, 2005
|
|||
10.36
|
Amended
and Restated Executive Employment Agreement, dated June 16, 2005
between
Kurt Gordon and the Company
|
Incorporated
by reference to Exhibit 10.32 to the Registrant’s Annual Report on Form
10-KSB filed on June 28, 2005
|
|||
10.37
|
Amended
and Restated Executive Employment Agreement, dated June 16, 2005
by and
among the Company, CloseCall America, Inc. and Tom Mazerski
|
Incorporated
by reference to Exhibit 10.33 to the Registrant’s Annual Report on Form
10-KSB filed on June 28, 2005
|
|||
10.38
|
Amended
and Restated Executive Employment Agreement, dated June 16, 2005,
between
Geoffrey Amend and the Company
|
Incorporated
by reference to Exhibit 10.34 to the Registrant’s Annual Report on Form
10-KSB filed on June 28, 2005
|
|||
10.39
|
Securities
Purchase Agreement, dated as of May 13, 2005, by and between the
Company
and Cornell Capital
|
Incorporated
by reference to Exhibit 10.35 to the Registrant’s Annual Report on Form
10-KSB filed on June 28, 2005
|
10.40
|
Secured
Convertible Debenture, issued on May 13, 2005 by the Company to
Cornell
Capital
|
Incorporated
by reference to Exhibit 10.36 to the Registrant’s Annual Report on Form
10-KSB filed on June 28, 2005
|
|||
10.41
|
Amended
and Restated Collateral Assignment of Intellectual Property Rights,
made
as of May 13, 2005, by and among the Company, the Company subsidiaries
identified therein and Cornell Capital
|
Incorporated
by reference to Exhibit 10.37 to the Registrant’s Annual Report on Form
10-KSB filed on June 28, 2005
|
|||
10.42
|
Amended
and Restated Security Agreement, dated May 13, 2005, by and among
the
Company, the subsidiaries identified therein and Cornell Capital
|
Incorporated
by reference to Exhibit 10.38 to the Registrant’s Annual Report on Form
10-KSB filed on June 28, 2005
|
|||
10.43
|
Investor
Registration Rights Agreement, dated as of May 13, 2005 by and
between the
Company and Cornell Capital
|
Incorporated
by reference to Exhibit 10.39 to the Registrant’s Annual Report on Form
10-KSB filed on June 28, 2005
|
10.44
|
Amended
and Restated Guaranty Agreement, dated as of May 13, 2005, made
by each of
the direct and indirect subsidiaries of the Company in favor of
Cornell
Capital
|
Incorporated
by reference to Exhibit 10.40 to the Registrant’s Annual Report on Form
10-KSB filed on June 28, 2005
|
|||
10.45
|
Warrant
issued by the Company to Cornell Capital
|
Incorporated
by reference to Exhibit 10.41 to the Registrant’s Annual Report on Form
10-KSB filed on June 28, 2005
|
|||
10.46
|
Executive
Employment Agreement dated September 1, 2005, between James L.
Magruder,
Jr. and the Company
|
Incorporated
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form
8-K filed September 9, 2005
|
|||
10.47
|
Master
Agreement for Services between Sprint Communications Company L.P.
and Kite
Broadband, LLC, dated May 20, 2005*
|
Incorporated
by reference to Exhibit 2.1 to the Registrant’s Form 10-QSB filed November
14, 2005
|
|||
10.48
|
Agreement
between the City of Tempe and NeoReach, Inc. for the Use of City
Property
in Connection with the Operation of a WiFi Network, dated August
17, 2005
|
Incorporated
by reference to Exhibit 10.48 to the Registrant’s Annual Report on Form
10-KSB filed on June 29, 2006
|
|||
10.49
|
Executive
Employment Agreement dated February 1, 2006, between Jerry M. Sullivan,
Jr. and the Company
|
Incorporated
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form
8-K filed February 13, 2005
|
|||
10.50
|
Secured
Convertible Debenture, issued on June 30, 2006 by the Company to
Cornell
Capital
|
Incorporated
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form
8-K filed July 7, 2006
|
10.51
|
Warrant
issued by the Company to Cornell Capital
|
Incorporated
by reference to Exhibit 10.40 to the Registrant’s Quarterly Report on Form
10-Q filed on August 9, 2006
|
||
10.52
|
Master
Lease Agreement dated June 28, 2006 between JTA Leasing Co., LLC,
Mobilepro Corp., and NeoReach, Inc.
|
Incorporated
by reference to Exhibit 10.41 to the Registrant’s Quarterly Report on Form
10-Q filed on August 9, 2006
|
||
10.53
|
Letter
Agreement between American Fiber Network, Inc. and FSH Communications
LLC,
dated June 30, 2006*
|
Incorporated
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form
8-K, dated July 11, 2006
|
||
21.1
|
Subsidiaries
of Registrant
|
Incorporated
by reference to Exhibit 21.1 to the Registrant’s Annual Report on Form
10-KSB filed on June 29, 2006
|
||
23.1
|
Consent
of Bagell, Josephs, Levine & Company, L.L.C.
|
Provided
herewith
|
||
23.2
|
Consent
of Seyfarth Shaw LLP
|
Provided
herewith (see Exhibit 5.1)
|
99.1
|
Press
Release dated December 28, 2005 regarding corporate
restructuring
|
Incorporated
by reference to Exhibit 99.1 to the Registrant's Current Report
on Form
8-K filed January 1, 2006.
|
Date: October 12, 2006 | MOBILEPRO CORP. | |
|
|
|
By: |
/s/
Jay O. Wright
|
|
Name: Jay O. Wright |
||
Title: Chief Executive Officer |
SIGNATURE
|
TITLE
|
DATE
|
||
/s/
Jay O. Wright
|
Chief
Executive Officer, Principal Executive Officer and
Director
|
October
12, 2006
|
||
Jay
O. Wright
|
||||
/s/
Richard
H. Deily
|
Senior
Vice President, Chief Accounting Officer, Principal Financial and
Principal Accounting Officer
|
October
12, 2006
|
||
Richard
H. Deily
|
||||
/s/
Chris
W. MacFarland
|
Director
|
October
12, 2006
|
||
Chris
W. MacFarland
|
||||
/s/
Michael
G. O’Neil
|
Director
|
October
12, 2006
|
||
Michael
G. O’Neil
|
||||
/s/
Don
H. Sledge
|
Director
|
October
12, 2006
|
||
Don
H. Sledge
|
||||
/s/
Jerry
M. Sullivan, Jr.
|
President,
Chief Operating Officer, and Director
|
October
12, 2006
|
||
Jerry
M. Sullivan, Jr.
|