-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AxewKnYve4w9TwAKIHb8Y46BZ9sdhXFcnZ7vzr/ToX+jGskYjswulZfNrSXYTSVK UlNpJuzmlUJZaYloWH6dCw== 0001019687-05-000991.txt : 20050411 0001019687-05-000991.hdr.sgml : 20050411 20050411083340 ACCESSION NUMBER: 0001019687-05-000991 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050318 ITEM INFORMATION: Other Events FILED AS OF DATE: 20050411 DATE AS OF CHANGE: 20050411 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PPOL INC CENTRAL INDEX KEY: 0001202507 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 954436774 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50065 FILM NUMBER: 05742844 BUSINESS ADDRESS: STREET 1: 11661 SAN VICENTE BOULEVARD, #901 CITY: LOS ANGELES STATE: CA ZIP: 90049 BUSINESS PHONE: 310-979-8513 MAIL ADDRESS: STREET 1: 11661 SAN VICENTE BOULEVARD, #901 CITY: LOS ANGELES STATE: CA ZIP: 90049 8-K 1 ppol_8k-040805.txt 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): March 18, 2005 PPOL,INC. (Exact name of registrant as specified in its charter) CALIFORNIA 000-50065 95-4436774 (State or other (Commission File (I.R.S. Employer jurisdiction of Number) Identification organization) Number) 11661 San Vicente Blvd, Suite 901 90049 Los Angeles, California (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (310) 979-8513 ITEM 8.01. OTHER EVENTS AND REGULATION FD DISCLOSURE On April 4, 2005, PPOL, Inc. ("PPOL" or "Registrant") announced the completion of a definitive agreement under which Foster Strategic Investment Partnership acquired 10,547,594 shares of Registrant from Forval Corporation, representing 58.6% of PPOL's outstanding shares for $8,370,000 (900,000,000 Japanese Yen). A translation of the Stock Purchase Agreement, originally executed in Japanese, dated March 31, 2005, is attached as Exhibit 99 to Registrant's Form 8-K filed on April 4, 2005 ("Stock Purchase Agreement"). Pursuant to the terms of the Stock Purchase Agreement, Forval Corporation caused the following actions to occur immediately after execution of the Stock Purchase Agreement, which actions were effective as of March 31, 2005. Four (4) of Registrant's directors in office as of March 31 resigned as members of Registrant's Board of Directors; the sole remaining director appointed to the Board the following new directors: Hisao Inoue as Chairman, Masao Yamamoto and Richard H. Izumi; and the remaining director resigned as a member of the Board of Directors. As a result of the following actions, Registrant's directors as of March 31, 2005, Hideo Ohkubo, Robert Brasch, Lowell Hattori, Naota Hamaguchi and Yoshikazu Ohashi, resigned as members of the Board of Directors, and they were replaced by the three (3) new directors. Rule 14f-1 (ss. 240.14f-1) promulgated under the Securities Exchange Act of 1934, as amended (the "Act") provides that if, pursuant to any arrangement or understanding with the person or persons acquiring securities in a transaction subject to section 13(d) or 14(d) of the Act, any persons are to be elected or designated as directors of the issuer, otherwise than at a meeting of security holders, and the persons so elected or designated will constitute a majority of the directors of the issuer, then, not less than 10 days prior to the date any such person take office as a director, or such shorter period prior to that date as the Commission may authorize upon a showing of good cause therefore, the issuer shall file with the Commission and transmit to all holders of record of securities of the issuer who would be entitled to vote at a meeting for election of directors, information substantially equivalent to the information which would be required by Items 6 (a), (d) and (e), 7 and 8 of Schedule 14A of Regulation 14A (ss. 240.14a-101) to be transmitted if such person or persons were nominees for election as directors at a meeting of such security holders. Registrant has determined that it was subject to Rule 14f-1, but it did not file the information required by Rule 14f-1, and it did not request, nor did the Commission authorize, a filing date other than that required by Rule 14f-1. Accordingly, Registrant intends to file the information required by Rule 14f-1 and disseminate the information forthwith. * * * SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: April 8, 2005 PPOL, Inc. By: /s/ Richard Izumi --------------------------------- Richard Izumi Secretary -----END PRIVACY-ENHANCED MESSAGE-----