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): December 29, 2009
PPOL, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-4436774
(State or other jurisdiction (I.R.S. Employer
of Organization) Identification Number)
000-50065
(Commission Identification
Number)
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 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
On December 21, 2009, the Board of Directors of PPOL, Inc. (the
"Company") authorized entering into a Liquidating Trust Agreement with Masao
Yamamoto, as trustee ("Trustee"), and Union Bank N.A., as Paying Agent (the
"Liquidating Trust Agreement"). Masao Yamamoto is the Chief Executive Officer,
Chief Financial Officer and Secretary of the Company. The Liquidating Trust
Agreement was approved by a majority of the independent directors of the Company
after full disclosure to the Board of Directors of the Company. Under the terms
of the Liquidating Trust Agreement, Mr. Yamamoto will be authorized and entitled
to implement and to incur reasonable business expenses associated with the
Trustee's actions to liquidate the remaining assets of the Company, pay claims
of creditors of the Company and make distributions to shareholders.
The Trustee will administer and distribute the assets held in trust
through accounts established according to the terms of the Liquidating Trust
Agreement (the "Trust"). The Trust bank account with the Paying Agent was
established and funded on December 23, 2009 with the remaining PPOL cash assets
earmarked for payment to the Company shareholders who had not requested or
received payment of liquidating distributions as of December 23, 2009. The Trust
terminates on December 31, 2010 unless terminated earlier pursuant to the
Liquidating Trust Agreement by escheat of the Trust assets to the State of
California or other applicable jurisdiction or extended at the discretion of the
Trustee to satisfy the purposes and obligations of the Trust. Pursuant to
Section 1517 of the California Code of Civil Procedure, all property
distributable in the course of a voluntary dissolution of a business association
that is unclaimed by the owner within six months after the date of final
liquidation or distribution, December 23, 2009, escheats to the State of
California. The Trust shall terminate upon escheat of the Trust Assets to the
appropriate government agencies unless extended at the discretion of the
Trustee. Under the terms of the Liquidating Trust Agreement, any remaining
shareholders who have not received liquidating distributions may apply for such
distribution by written notice and presentation of proper documentation to the
Trustee at the following address:
Masao Yamamoto
Trustee of the PPOL Liquidating Trust
3070 Bristol Street, Suite 440
Costa Mesa, California 92626
ITEM 8.01. OTHER EVENTS.
On December 23, 2009, the Company filed a Certificate of Dissolution
with the Secretary of State of the State of California and closed its stock
transfer books in accordance with the previously announced Plan of Dissolution
of the Company that was approved by written consent of a majority of the
Company's shareholders on September 11, 2009.
On December 23, 2009, Manabu Nakamura and Mitsuhisa Ogata submitted
their resignations as members of the Board of Directors of the Company. Masao
Yamamoto is the sole remaining member of the Board of Directors of the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
undersigned hereunto duly authorized.
Dated: December 29, 2009
PPOL, INC.
By: /s/ Masao Yamamoto
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Masao Yamamoto
CEO, CFO and Corporate Secretary