8-K

                                  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 31, 2009

                                   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 Number)
      organization)

          3070 Bristol Street, Suite 440, Costa Mesa, California 92626
               (Address of principal executive offices)(Zip Code)

       Registrant's telephone number, including area code: (714) 937-3211


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERES.

Effective March 31, 2009, Richard Izumi resigned as the chief financial officer
("CFO") and secretary, and as a member of the board of directors, of PPOL, Inc.
(the "Company"). Mr. Izumi stated that he elected to resign the aforementioned
positions after he determined that he was not receiving expected cooperation
from the Company in connection with his internal investigation of related party
transactions, and in furtherance of his concern with respect to the Company's
compliance with disclosure requirements in Japan. A copy of Mr. Izumi's
resignation letter in the foregoing regard is attached as an exhibit to this
Form 8-K.

By letter dated April 21, 2009, also attached as an exhibit to this Form 8-K,
Masao Yamamoto, president of the Company, denied Mr. Izumi's claim that he was
not receiving cooperation in connection with his internal investigation. Mr.
Yamamoto states in his letter that the Company's management cooperated fully
with Mr. Izumi and provided him all information he requested and answered all
his questions. Mr. Yamamoto's letter also states that pending further advice
from the Kanto Regional Financial Bureau ("KFB") in Japan, the Company has
elected at this time not to proceed with any reporting obligations it may have
in Japan. In support thereof, Mr. Yamamoto has received a letter from Japanese
counsel, Shimon Takagi of the law firm of White & Case, Tokyo, Japan, dated
April 21, 2009, a copy of which is also attached to this Form 8-K. Counsel's
letter further points out that if the KFB or other governmental agency in Japan
determines that the Company must comply with registration and reporting
obligations in Japan, the Company's failure to do so could result in criminal
sanctions.

Effective March 23, 2009, Yoshihiro Aota resigned as a member of the board of
directors of the Company for personal reasons.

Effective April 1, 2009, the sole remaining director of the Company, Masao
Yamamoto, appointed Mitsuhisa Ogata and Manabu Nakamura to serve as members of
the board of the Company to fill the vacancies created by the resignations of
Messrs. Izumi and Aota. Mr. Yamamoto also determined to serve as the Company's
chief financial officer and secretary to fill the vacancies in such offices
created by the resignation of Mr. Izumi.

Manabu Nakamura joined AJOL Co., Ltd. ("AJOL"), the Company's wholly-owned
subsidiary in 1995. He was promoted to serve as a director of AJOL in March
2000, and thereafter promoted to chief executive officer of Customer Service in
March 2005, and continues to serve AJOL in such capacity.

Mitsuhisa Ogata became a director of AJOL in December 2008 and also has served
as the president of Green Capital, Inc., the Company's majority shareholder,
since October 2007. Prior to that time, Mr. Ogata served as president of Nippon
Event Kigi Setsuritsu Co., Ltd.

Item 9.01 Exhibits.

Exhibit 17.1 - Richard Izumi e-mail dated March 31, 2009

Exhibit 17.2 - Masao Yamamoto correspondence dated April 21, 2009

Exhibit 17.3 - Shimon Takagi (White & Case LLP) correspondence dated April 21,
2009


                                      * * *



                                   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 27, 2009

                                       PPOL, INC.

                                       By: /s/ Masao Yamamoto
                                           ------------------------------------
                                           Masao Yamamoto,
                                           Chief Financial Officer and Secretary

EX-17.1

EXHIBIT 17.1


March 31, 2009

VIA E-MAIL

Mr. Masao Yamamoto, CEO
PPOL, Inc.
3070 Bristol Street, Suite 440
Costa Mesa, California 92626



Dear Mr. Yamamoto:

As previously discussed with you, I am tendering my resignation as a member of
the Board of Directors, Chief Financial Officer, and Corporate Secretary,
effective with the close of business on March 31, 2009 as I have not received
the expected level of cooperation from certain people in connection with the
internal investigation of related party transactions and reporting and/or
disclosure requirements to Japan's equivalent of securities law in the United
States.


Richard Izumi





                                   PPOL, Inc.
                 Richard Hiroshi Izumi, Chief Financial Officer
                             izumiri@concentric.net
                        1 City Boulevard West, Suite 860
                            Orange, California 92868
                      Tel (714) 396-0398 Fax (714) 333-9325

EX-17.2

EXHIBIT 17.2

                                   PPOL, Inc.
              3070 Bristol Street, Suite 440, Costa Mesa, CA 92626
                      Phone (714)437-5823 Fax (714)437-5824
- --------------------------------------------------------------------------------




Gartenberg Gelfand Wasson & Selden LLP
801 S. Figueroa Street, Suite 2170
Los Angeles, CA 90017

                                                April 21, 2009

Dear Mr. Gelfand:

In regard to the reason stated by Mr. Richard Izumi for his resignation as an
officer and director of PPOL, Inc, as set forth in his e-mail dated March 31,
2009, management denies his allegations. In fact, management has cooperated
fully with Mr. Izumi and has provided him all information he has requested and
has answered all his questions.

With regard to the disclosure and reporting requirement to the Japanese
equivalent of the SEC, please see the attached letter from Japanese securities
counsel. Due to the lack of a definite response from Kanto Regional Financial
Bureau, management has elected at this time not to proceed with the disclosure
and reporting in Japan.

Sincerely,


/s/ Masao Yamamoto
- ------------------
Masao Yamamoto, President

EX-17.3

EXHIBIT 17.3

WHITE & CASE LLP                        Kandabashi Park Building
White & Case Law Offices                19-1, Kanda-nishikicho 1-chome
(Registered Association)                Chiyoda-ku, Tokyo 101-0054, Japan
                                        Tel +81 3 3259 0200
                                        Fax +81 3 3259 0150
                                        www.whitecase.com


                                                April 21, 2009

PPOL, Inc.
Mr. Masao Yamamoto
Chief Executive Officer
13070 Bristol Street, Suite 440
Costa Mesa, California 92626


     Re: Registration Statement etc. regarding secondary offerings of securities

     As explained before, we were advised by Kanto Regional Financial Bureau
(Kanto Zaimukyoku, the "KFB") on February 6, 2009 that PPOL is not a company
which is required to submit securities registration ("yukashoken todokede sho"
in Japanese, "Registration Statement") regarding transfer of shares or secondary
offerings, pursuant to Article 4 of the Japanese Financial Instrument Exchange
Law ("Kinyushohin Torihiki Ho", Law No. 25, 1948. the " Current FIEL") because
PPOL is not the one who transferred shares or conducted secondary offering(s),
therefore PPOL does not have obligation of subsequent reporting, including
securities reports ("yukashoken hokoku sho" in Japanese, "Securities Report"),
pursuant to Article 24 of the Current FIEL. This interpretation is contrary to
our understanding that, according to Article 4 of the Current FIEL, PPOL as an
issuer has an obligation for submission of a Registration Statement. Please also
note that this KFB officer's advice is not legally binding.

     In this connection, generally speaking, the Current FIEL ("Kinyushohin
Torihiki Ho") became effective in September 30, 2007 and the previous FIEL
("Shoken Torihiki Ho", the "Previous FIEL") applies to acts before September 30,
2007. Therefore the Previous FIEL would apply to the PPOL secondary offerings.
However even in that case, the above would apply because the issue is whether or
not PPOL, as an issuer, has an obligation for submitting Registration Statement
and subsequent reports in connection with the fact PPOL is not the one who
transferred shares or conducted secondary offering(s), which would occur under
both Current FIEL and Previous FIEL.

     After receiving KFB advice, we sent a letter to KFB on February 9, 2009 in
which we understand that it is KFB's position that PPOL is not required to
submit a Registration Statement, Securities Report(s) and any other subsequent
reports per KFB advice, and requested them to let us know if our understanding
is not correct.

     In this connection, it has been more than two (2) months after the letter
was sent to KFB, but we have not received any response from KFB by today, April
20. Under the current circumstances, we have been reported that PPOL reached a
resolution not to submit a Registration Statement and Securities Report(s) at
this point.



     Please note, however, there is a possibility that the KFB or any other
government would recognize a need of Registration Statement, Securities
Report(s) and any other subsequent reports for PPOL and impose a criminal
punishment in the future. If so, the criminal punishment would be, (i) up to
three (3) years of imprisonment and/or penalty of equal to or less than three
million (3,000,000) yen for individual(s) and penalty of three hundred million
(300,000,000) yen for PPOL in connection with the failure for submitting a
Registration Statement under the Previous FIEL, and/or (ii) up to five (5) years
of imprisonment and/or penalty of equal to or less than five million (5,000,000)
yen for individual(s) and penalty of five hundred million (500,000,000) yen for
PPOL in connection with the failure for submitting a Registration Statement
under the Current FIEL. In either case, the criminal punishment for the failure
of submitting a Securities Report would be same as for a Registration Statement.
Please note that whether the Previous or Current FIEL applies depends on the
time at which the act was/should have conducted, and further the substance of
such criminal punishment varies time to time, therefore the time needs to be
specified for more precise information.

     Please let me know if you have any question.

Best regards,

/s/ Shimon Takagi
Shimon Takagi




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