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): November 24, 2004
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)
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
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 PRINCIPLE OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPLE OFFICERS
On November 12, 2004, the Board of Directors of PPOL, Inc. ("PPOL" or "Company")
authorized its Audit Committee (the "Committee") to conduct an investigation to
determine whether Leo Global Fund ("Leo") engaged in an offer and sale of
certain of its PPOL shares to residents of Japan (the "Leo Sales") in violation
of the registration provisions of Japanese securities laws. Leo, at the time of
the initial sales, was a holder of more than 35% of the Company's issued and
outstanding shares of common stock, and its current CEO, Nobuo Takada, was the
former CEO and is a current director of PPOL. The Committee retained the
services of outside independent counsel to review the facts and law in
connection with the Leo Sales.
Independent counsel concluded that Leo, in fact, offered and sold a significant
portion of its PPOL shares (we believe in excess of 3.5 million shares) to a
significant number of Japanese residents (we believe approximately 6,000) for
what we believe to be purchase prices ranging from $3.00 to $4.00 per share.
Independent counsel also confirmed that all of the Leo Sales were made to
members and franchisees of AJOL, Ltd. ("AJOL"), the Company's wholly-owned
subsidiary in Japan. Independent counsel concluded that the Leo Sales were made
without compliance with the registration provisions of Japanese securities laws
and that Leo is responsible for the lack of compliance. Independent counsel also
concluded that the sales to AJOL's Japanese members and franchisees were
solicited and facilitated by AJOL. Independent counsel concluded that it is
likely that AJOL's conduct in the foregoing regard falls under the definition of
"securities activity" under Japanese securities law, and that therefore AJOL
should have registered, but did not, under the Securities and Exchange Law of
Japan to engage in the solicitation activity. PPOL did not receive any
consideration or funds whatsoever in connection with the Leo Sales, and
independent counsel has confirmed that PPOL has not violated any Japanese
securities laws in this matter. The Company also believes that Leo may not have
complied with its SEC filing obligations (Forms 4 and Schedule 13-d) in
connection with the Leo Sales.
Following the Committee's and independent counsel's investigations and findings,
Yoshihiro Aota resigned as a member of the Board of Directors and the Chief
Operating Officer of PPOL, which resignation was accepted by the Board on
December 14, 2004, and further resigned as the Chief Executive Officer of AJOL,
effective as of December 31, 2004. Additionally, the Company accepted Mr.
Takada's resignation from the PPOL Board on December 14, 2004, effective as of
that date.
PPOL's Board believes that there will be no material adverse affect on the
day-to-day operations of AJOL in connection with Mr. Aota's resignation. PPOL's
Board also believes that the current officers of AJOL are fully capable of
effectively and efficiently managing the day-to-day operations of AJOL
consistent with AJOL's policies, procedures and business model, and that there
are several capable motivational speakers among AJOL's franchisees to substitute
for Mr. Aota's former motivational responsibilities.
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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: December 14, 2004
PPOL, Inc.
By: /S/ Toshiaki Shimojo
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Toshiaki Shimojo
Secretary