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.

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