UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report:

December 22, 2008

MOBILEPRO CORP.
(Exact Name of Registrant as Specified in Charter)
 
 Delaware
 000-51010
 87-0419571
 (State of Incorporation)
 (Commission File Number )
  (IRS Employer Identification No.)
 
6701 Democracy Blvd., Suite 202
Bethesda, MD 20817
(Address of principal executive offices) (Zip Code)

(301) 571-3476
(Registrant's telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Item 3.03. Material Modification to Rights of Security Holders.

On December 19, 2008 our stockholders approved an amendment to our certificate of incorporation to increase the number of authorized shares of Common Stock from 1,500,000,000 to 3,000,000,000.   The increase in our authorized shares of Common Stock, if it leads to an increase in the number of issued and outstanding shares, could have a dilutive effect on the earnings per share, voting power and share holdings of current stockholders. The increase in authorized shares could also be used by our management as an anti-takeover device to defeat a hostile attempt to acquire control of Mobilepro Corp. through such means as issuing more shares of Common Stock to dilute the voting power of the outstanding shares and to increase the cost to acquire control of Mobilepro Corp. or as a means to impede the efforts of stockholders to elect directors other than those nominated by the then-current Board of Directors.

Item 8.01 Other Events.

The following represents the results of the voting of our Annual Meeting of Stockholders plus adjournments, as certified on December 19, 2008 by Interwest Transfer Company, Inc., in favor of the proposals (“For”), against, or as abstentions:

1.           Election of Directors:
     
FOR
    
AGAINST
    
ABSTAIN
  
Donald H. Sledge
    
618,998,885
    
247,160
    
77,396,095
  
                     
Jay O. Wright
    
591,667,949
    
27,578,096
    
77,396,095
  

2.           To amend the Certificate of Incorporation to increase the authorized number of shares of Common Stock from 1,500,000,000 to 3,000,000,000:

FOR:
427,936,409
AGAINST:
267,701,188
ABSTAIN:
1,004,542

3.           To amend the Certificate of Incorporation to effect a reverse stock split of the Common Stock, $.001 par value, of the Company by a ratio of not less than one for two and not more than one for ten, with the exact ratio to be set within a range in the discretion of the Board of Directors, without further approval or authorization of the Stockholders:

FOR:
415,584,259
AGAINST:
279,082,093
ABSTAIN:
1,975,787

4.           To approve the ratification of the appointment of Bagell, Josephs, Levine & Company, L.L.C. as our Independent Registered Public Accounting Firm for the fiscal year ending March 31, 2009:

FOR:
625,174,525
AGAINST:
42,818,183
ABSTAIN:
28,649,430

5.           To approve to adjourn or postpone the Annual Meeting until November 6, 2008 to permit further solicitation of proxies in the event an insufficient number of shares are present in person or by proxy to approve the proposals presented as the annual Stockholders Meeting:
 
FOR:
483,453,495
AGAINST:
204,783,470
ABSTAIN:
8,405,174

 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
 By: /s/ Jay O. Wright
 
 Jay O. Wright
 
 Chief Executive Officer
 
 MOBILEPRO CORP.
 
Date: December 22, 2008