UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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.
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(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
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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
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Masao Yamamoto,
Chief Financial Officer and Secretary