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 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
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Richard Izumi
Secretary