Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
MAZERSKI THOMAS E
 2. Issuer Name and Ticker or Trading Symbol
MOBILEPRO CORP [MOBL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO of CloseCall America, Inc.
(Last)
(First)
(Middle)

MOBILEPRO CORP, 6701 DEMOCRACY BLVD STE 300		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
03/31/2005
(Street)


BETHESDA, MD 20817		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock     3(1)         D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant $ 0.3     3(1)     10/15/2004 10/15/2009 Common Stock
117,906
  117,906
D
 
Warrant $ 0.35     3(1)     10/15/2004 10/15/2009 Common Stock
47,162
  47,162
D
 
Warrant $ 0.225     3(2)       (2) 10/18/2014 Common Stock
500,000
  500,000
D
 
Warrant $ 0.15 06/16/2005   A4 1,500,000     (3) 04/20/2015 Common Stock
1,500,000
$ 0 1,500,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MAZERSKI THOMAS E
MOBILEPRO CORP
6701 DEMOCRACY BLVD STE 300
BETHESDA, MD 20817		       CEO of CloseCall America, Inc.  

Signatures

/s/ Tom Mazerski 06/21/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The reporting person acquired 1,883,391 shares of common stock, a warrant to purchase 117,906 shares of common stock and a warrant to purchase 47,162 shares of common stock on October 15, 2004, pursuant to the Agreement and Plan of Merger between Mobilepro and CloseCall. On the effective date of the merger, Mobilepro's common stock closed at price of $0.20 per share.
(2) The reporting person acquired a warrant to purchase 500,000 shares of common stock on October 18, 2004 pursuant to the terms of his employment agreement. The warrant vests as to 250,000 shares upon Mobilepro Telco Operations reaching $5,000,000 in Adjusted EBIDTA and the other 250,000 shares shall vest ratably over the twenty-four (24) month term of Mr. Mazerski's employment Agreement, or immediately (i) if Mr. Mazerski employment is terminated without cause or for good reason (as described in Section 4 of his employment agreement) or (ii) due to a Change of Control (as described in Section 5(a) of his employment agreement).
(3) This warrant will became vested and exercisable as to 83,333 shares of common stock commencing May 20, 2005 and an additional 83,333 each month thereafter through October 20, 2006 with any remaining unvested balance vested on that date.
 
Remarks:
The warrant granted to Mr. Mazerski on April 20, 2005 was approved by Mr. Jay O. Wright, Chief Executive Officer of Mobilepro
on that date and ratified by the Board of Directors on June 16, 2005.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.