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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Information Required in Proxy Statement Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12
PROPALMS, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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 control number. SEC 1913 (01-07)
[LOGO OMITTED]
PROPALMS
December 23, 2008
Dear Shareholder:
You are cordially invited to attend the 2008 Meeting of Shareholders of
Propalms, Inc., To be held on Friday, January 30, 2009 at 10:00 a.m. to 11:00 a.
m. at the Hilton Orlando/Altamonte Springs Hotel, Amphitheater Room 350 S.
Northlake Blvd., Altamonte Springs, FL 32701 (407) 830-1985.
The Notice of Meeting and Proxy Statement accompanying this letter describes the
business to be acted upon at the meeting.
Your vote is important. Please vote your shares whether or not you plan to
attend the Meeting. Shareholders of record may vote in person or by mail. If
your shares are Held in the name of a bank, broker or other holder of record,
please check your proxy Card in the appropriate place.
Sincerely,
Owen Dukes
CEO
Propalms, Inc.
[This Page Intentionally Left Blank]
PROPALMS, INC.
Unit 7, The Maltings
Castlegate
Malton
North Yorkshire Y017 7DP
United Kingdom
NOTICE OF 2009 MEETING OF SHAREHOLDERS
To Our Shareholders:
The 2009 Meeting of Shareholders of Propalms, Inc. to be held on Friday,
January 30, 2009 at 10"00 a.m. to 11:00 a. m. at the Hilton Orlando/Altamonte
Springs Hotel, Amphitheater Room 350 S. Northlake Blvd., Altamonte Springs, FL
32701, for the Following purposes, all as more fully described in the
accompanying Proxy Statement:
1. To elect Directors of the Company to each serve a three-year term;
2. To ratify the appointment of Kabani & Company, Inc. of Los Angeles,
California as the independent registered public accounting
firm/auditor of the Company for The year 2008;
3. To transact such other business as may properly come before the
meeting.
* Please see page 2 of this notice for the slate of candidates' biographies
that are being nominated to serve on the Board of Directors of the Company.
The Board of Directors of the Company has fixed the close of business on
December 16, 2008 as the record date for the determination of shareholders
entitled to notice of, and to vote at, the meeting.
By Order of the Board of Directors,
Slate of Directors Nominated
Owen Dukes, CEO
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Owen has spent his entire business career in the software industry. He started
as a software engineer with a leading distributor of networking software, and
then moved into technical sales management with a leading Microsoft partner. He
then joined an international software vendor to manage its worldwide
distribution network. In October 2001, he founded Propalms Limited as a
distributor of Internet filtering software. In April 2003 the company acquired
Arc Technology Distribution Limited a distributor of connectivity, networking
and security software which was sold in July 2005 prior to the purchase of the
Tarantella license.
Robert Zysblat, President and Chief Financial Officer
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Robert has spent the last 25 years in the software industry. His first role was
as part of a team that in 1984 created a world leading computer game company and
which was sold to the Virgin Group. Subsequently he has acquired, developed and
sold a number of software companies of which he was the CEO. He has gained
considerable experience devising and implementing strategies for successful
growth and has gained extensive general and financial management expertise.
Nakul Sood, Director
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Mr. Sood was formerly the Director of Product Management and Planning at New
Moon Systems, Inc. and on the original development team of the Propaims TSE
software. Several years later, New Moon Systems was purchased by Tarantella,
Inc. where he was named the Director of Product Management and DC. Prior to the
acquisition of Tarantella by Sun Microsystems, Mr. Sood founded Aloha Technology
Pvt. Ltd where he is currently the CEO & Managing Director. Mr. Sood earned dual
MBAs in Marketing and Information Systems from Hawaii Pacific University and has
a bachelor's in Mechanical Engineering.
FOLD AND DETACH HERE
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PROXY
Propalms, Inc.
Unit 7, The Maltings, Castlegate, Malton,
North Yorkshire Y017 7DP, Inited Kingdom
PROXY FOR MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OD DIRECTORS
The undersigned shareholder of Propalms, Inc., a Nevada corporation ,
hereby acknowledges receipt of the Notice of Meeting of Nevada and Proxy
Statement, each dated December 23, 2008, and hereby appoints the company's
outside counsel, George F. A. Parnell as independent counter of proxies, with
full power of substitution, to represent the undersigned and to vote as
designated on the reverse side, all shares of Propalms, Inc.'s Common Stock of
that the undersigned is entitled to vote at the Meeting of Shareholders of
Propalms, Inc., to be held on January 30, 2009 at 10:00 a. m., EST, at the
Hilton Orlando/Altamonte Springs Hotel Amphitheater Room 350, S. Northlake
Blvd., Altamonte Springs, FL 32701 and at any adjourment thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED, IF NO
SPECIFICATION IS MADE, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR
EACH OF THE PROPOSALS ON THE REVERSE SIDE HEREOF AND FOR SUCH MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING AS THE PROXIES DEEM ADVISABLE.
A vote FOR the following proposals is recommended by the Board of Directors.
1. Election of Directors.
Nominees: (01) Owen Dukes, (02) Robert Zysblat, (03) Nakul Sood
[ ] FOR ALL NOMINEES [ ] WITHHELD FROM ALL NOMINEES [ ] ___________________
Write in Candidate
2. Appointment of Company's Auditors
Kabani & Company, Inc. of Los Angeles, California as the Company's auditors
for 2008
[ ] FOR [ ] AGAINST [ ] ABSTAIN
CONTINUED AND TO BE SIGNED ON THE NEXT SIDE
FOLD AND DETACH HERE
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In their discrection, the proxies are authorized to vote upon such business as
may properly come before the meeting or any adjournment thereof.
[ ] MARK HERE FOR ADDRESS CHANGE AND GIVE NEW ADDRESS
_________________________________________________
_________________________________________________
_________________________________________________
We hope you will be able to attend the meeting in person, and you are cordially
invited to attend. If you expect to attend the meeting, please make the box
when you return your proxy. [ ] ATTENDING
Please sign exactly as your name appears on
stock certificate. If the stock is held by
joint tenants or as community property, both
should sign. Executors, administrators,
trustees, guardians, attorneys and corporate
officers should give their full titles.
Date:_______________________________________
_______________________________________
Signature
_______________________________________
Signature