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): May 30, 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 30, 2005, Registrant completed its acquisition of K.K. U Service, a
Japanese corporation ("USC") based in Tokyo, Japan. Pursuant to a Purchase
Agreement (the "Purchase Agreement"), dated as of May 30, 2005, by and between
Registrant, USC and K.K. Green Capital, a Japan corporation (the "Seller"),
Registrant purchased from Seller all of the issued and outstanding shares of USC
in exchange for an amount equal to JPY 380,000,000 (US$3,522,432). Seller is the
majority owner of Foster Strategic Management Partnership, a Singapore
partnership, which owns approximately 10,547,594 shares of Registrant's Common
Stock, representing approximately 58.62% of Registrant's issued and outstanding
Common Stock.
USC is in the business of planning, planning, development, development, sales
and marketing, and import/export of telephones, fax, copier, computer and
peripheral equipment.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On May 30, 2005, Registrant sold to four (4) purchasers a total of 2,549,129
shares of its common stock, $0.001 par value per share ("Common Stock") for an
aggregate consideration of JPY1,100,000,000 (US $10,196,516) at $4 per share.
Registrant entered into separate Stock Purchase Agreements ("Stock Purchase
Agreements"), each dated as of May 30, 2005, with (i) K.K. Contents Provider
Tokyo, a Japan corporation, which paid JPY400,0000,000 (US$3,707,824); (ii) K.K.
Seagull, a Japan corporation, which paid JPY400, 000,000 (US$3,707,824); (iii)
K.K. H.I. Consultants, a Japan corporation, which paid JPY200, 000,000
(US$1,853,912); and (iv) K.K. System Partners, a Japan corporation, which paid
JPY100, 000,000 (US$926,956) (collectively, the "Investors"). Registrant issued
the Common Stock in a private placement without registration under the
Securities Act of 1933, as amended (the "Act"), in reliance on one or more
exemptions from the registration requirements under the Act, including
Regulation D under the Act.
Pursuant to the Stock Purchase Agreements, Registrant entered into a
Registration Rights Agreement ("Registration Rights Agreement"), dated as of May
30, 2005, with each of the four Investors, which granted "piggy-back"
registration rights to the Investors. Pursuant to the Registration Rights
Agreement, if Registrant at any time files a registration statement (other than
a Form S-4 or Form S-8 registration statement) with the Securities and Exchange
Commission under the Act, Registrant agrees to use its best efforts to include
in such registration statement such shares of the Investors' Common Stock as the
Investors may request, subject to the terms and conditions of the Registration
Rights Agreement.
The CEO of PPOL is also the Representative Director of K.K. H.I. Consultants.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The foregoing description of the Stock Purchase Agreements, the Registration
Rights Agreement and the Purchase Agreement is qualified in its entirety by
reference to those agreements, copies of which are filed as Exhibits hereto and
incorporated herein by this reference.
(c) Exhibits.
10.15 Purchase Agreement, dated as of May 30, 2005, by and between PPOL,
Inc., a California corporation, K.K. Green Capital, a Japan
corporation, and K.K. U Service, a Japan corporation.
10.16 Stock Purchase Agreement, dated as of May 30, 2005, between PPOL, Inc.,
a California corporation, and K.K. Contents Provider Tokyo, a Japan
corporation.
10.17 Stock Purchase Agreement, dated as of May 30, 2005, between PPOL, Inc.,
a California corporation, and K.K. Seagull, a Japan corporation.
10.18 Stock Purchase Agreement, dated as of May 30, 2005, between PPOL, Inc.,
a California corporation, and K.K. H.I. Consultants, a Japan
corporation.
10.19 Stock Purchase Agreement, dated as of May 30, 2005, between PPOL, Inc.,
a California corporation, and K.K. System Partners, a Japan
corporation.
10.20 Registration Rights Agreement, dated May 30, 2005, between PPOL, Inc.,
a California corporation and the INVESTORS (as defined).
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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: June 3, 2005
PPOL, Inc.
By: /S/ Richard H. Izumi
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Richard H. Izumi
Chief Financial Officer and Secretary