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 (Date of earliest event reported): On or about September 1, 2009
Nevada 000-52980 22-3351399
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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Registrant's telephone number, including area code: 011-44-1653-696060
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
In February 2009, the Company issued 15,000 shares of Series C Convertible Preferred Stock, 5,000 shares each to Messrs. Owen Dukes, Robert Zysblat, officers of the Company, and to Big Apple Consulting, a former consultant of the Company, as part of a termination arrangement. The Preferred Shares are convertible at the rate of 100 shares of Common Stock for each share of Preferred.
On August 11, 2009, Big Apple converted its 5,000 shares of Series C Convertible Preferred Stock into 5,000,000 shares of Common Stock.
On September 4, 2009, the Company amended its Certificate of Incorporation to increase the number of common shares it is authorized to issue from 500,000,000 to 950,000,000.
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 hereunto duly authorized.
ProPalms, Inc.
Dated: September 15, 2009 /s/ Robert Zysblat
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Robert Zysblat, CEO and CFO
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