FORM 4 ☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * DUKES OWEN RICHARD	2. Issuer Name and Ticker or Trading Symbol Propalms, Inc. [ PRPM.PK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    __X__ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) CEO
(Last)          (First)          (Middle) MALTON	3. Date of Earliest Transaction (MM/DD/YYYY) 7/28/2008
(Street) NORTH YORKSHIRE, X0 Y017 9RG	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	7/28/2008		S		25,000	D	$0.02	111,067,621	D
Common Stock	7/29/2008		S		75,000	D	$0.02	110,992,621	D
Common Stock	8/4/2008		S		100,000	D	$0.0175	110,892,621	D
Common Stock	8/8/2008		S		10,000	D	$0.016	110,882,621	D
Common Stock	8/11/2008		S		22,000	D	$0.016	110,860,621	D
Common Stock	8/12/2008		S		81,000	D	$0.0138	110,779,621	D
Common Stock	8/13/2008		S		22,000	D	$0.0151	110,757,621	D
Common Stock	8/14/2008		S		147,000	D	$0.015	110,610,621	D
Common Stock	8/15/2008		S		100,000	D	$0.017	110,510,621	D
Common Stock	8/18/2008		S		100,000	D	$0.018	110,410,621	D
Common Stock	8/28/2008		S		300,000	D	$0.0163	110,110,621	D
Common Stock	9/2/2008		S		200,000	D	$0.0151	109,910,621	D
Common Stock	9/9/2008		S		180,000	D	$0.016	109,730,621	D
Common Stock	10/3/2008		S		500,000	D	$0.009	109,230,621	D
Common Stock	10/9/2008		S		110,000	D	$0.0071	109,120,621	D
Common Stock	10/28/2008		S		800,000	D	$0.0146	108,320,621	D
Common Stock	10/29/2008		S		50,000	D	$0.019	108,270,621	D
Common Stock	10/30/2008		S		200,000	D	$0.0177	108,070,621	D
Common Stock	1/21/2009		S		340,379	D	$0.008	107,730,242	D
Common Stock	1/26/2009		S		234,300	D	$0.0075	107,495,242	D
Common Stock	1/26/2009		S		15,700	D	$0.0071	107,480,242	D
Common Stock	1/26/2009		S		32,000	D	$0.0071	107,448,242	D
Common Stock	1/27/2009		S		214,800	D	$0.0071	107,233,442	D
Common Stock	1/28/2009		S		3,200	D	$0.0071	107,230,242	D
Common Stock	1/28/2009		S		250,000	D	$0.008	106,980,242	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DUKES OWEN RICHARD MALTON NORTH YORKSHIRE, X0 Y017 9RG	X	X	CEO

Signatures
/s/ Owen Dukes		5/21/2009
**Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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