-----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, Sv9wRzfxDORwRp3PaGDUHe16C3VBqSOdlC79wAkznqRwiw5ZfzeEnhTraxggqTEo 0WACerbCmd0eIbb2AJBqtw== 0001019687-09-001526.txt : 20090429 0001019687-09-001526.hdr.sgml : 20090429 20090429081021 ACCESSION NUMBER: 0001019687-09-001526 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090427 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090429 DATE AS OF CHANGE: 20090429 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: 09777359 BUSINESS ADDRESS: STREET 1: 3070 BRISTOL ST. #440 CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 714-937-3211 MAIL ADDRESS: STREET 1: 3070 BRISTOL ST. #440 CITY: COSTA MESA STATE: CA ZIP: 92626 8-K 1 ppol_8k-042909.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 27, 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 OFFICERS. As reported in PPOL, Inc.'s (the "Company") Form 8-K filed with the Commission on April 27, 2009, Richard Izumi resigned as the chief financial officer and secretary, and as a member of the board of directors, of the Company. Via e-mail correspondence dated April 27, 2009, Richard Izumi disagreed with statements made by the Company in its April 27, 2009, Form 8-K filing. A copy of Mr. Izumi's e-mail correspondence in the foregoing regard is attached as an exhibit to this Form 8-K/A. ITEM 9.01 EXHIBITS. Exhibit 17.1 - Richard Izumi e-mail dated April 27, 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 29, 2009 PPOL, INC. By: /s/ Masao Yamamoto ------------------------------------- Masao Yamamoto, Chief Financial Officer and Secretary EX-17.1 2 ppol_ex1701.txt EXHIBIT 17.1 FROM: Richard Izumi TO: Masao Yamamoto SENT: Tuesday, April 28, 2009 8:10 AM SUBJECT: Response to PPOL filing April 27, 2009 VIA E-MAIL Mr. Masao Yamamoto, CEO PPOL, Inc. 3070 Bristol Street, Suite 440 Costa Mesa, California 92626 Dear Mr. Yamamoto: I have reviewed the disclosures PPOL has filed with the Securities and Exchange Commission on April 27, 2009 via form 8-K. I disagree with the statement that management has cooperated fully and provided all information requested in connection with my internal investigation of the related party transactions and reporting and/or disclosure requirements to Japan's equivalent of securities law in the United States. As an example, you have refused to let me meet with the Kanto Regional Financial Bureau (Kanto Zaimukyoku, the "KFB") to inquire whether PPOL is required to submit securities registration. As a compromise, I have requested to meet with the attorneys who have accompanied you to the KFB on February 6, 2009 when you sought the advice of KFB whether PPOL 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"). You have refused to let me meet with the attorneys. As a further compromise, I have requested such attorneys send a letter to PPOL's SEC Counsel regarding this matter. You have refused to comply with such request. I acknowledge, however, that you had such attorneys send you a letter (the "Attorney Letter", attachment 17.3 to PPOL's 8-K, filed on April 27, 2009, in a form similar to what I had requested. You had also shared the minutes of the meeting with KFB on February 6, 2009 (the "KFB Meeting Minutes"). The Attorney Letter states the KFB officer who had met with you on February 6, 2009 has advised you that PPOL is not 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. The Attorney Letter further states: 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. Based on my review of the KFB Meeting Minutes, I believe material relevant background information may not have been provided to the KFB officer for him to provide the appropriate advice. They include, but are not limited to the following: 1. There were at least three offerings conducted in Japan by Leo Global Fund. The majority investor in Leo Global Fund is Green Capital, a Japanese corporation, who is PPOL's ultimate parent company. 2. The stock was offered to and purchased by over 5,000 Japanese residents. 3. PPOL's wholly owned subsidiary, AJOL Co., Ltd. facilitated the offerings. 4. Green Capital appears to have purchased PPOL stock, for its own account in the US over-the-counter Bulletin Board market through US broker dealers immediately before and after the offerings in Japan. Yours sincerely, /s/ Richard Izumi -----END PRIVACY-ENHANCED MESSAGE-----