UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 2, 2009
PPOL, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 000-50065 95-4436774
State or other jurisdiction (Commission (I.R.S. Employer
of organization) File Number) Identification Number)
3070 Bristol St., Suite 440, Costa Mesa, CA 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))
SECTION 4. MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
PPOL, Inc. (the "Company") received a letter dated October 7, 2009, from the
Securities Exchange Commission ("SEC" or the "Commission"), Division of
Corporate Finance, directing it to revise and supplement the Company's Form 8-k
dated October 2, 2009 regarding the resignation of the Company's independent
registered public accounting firm, Windes & McClaughry Accountancy Corporation
("Windes & McClaughry") by letter dated September 29, 2009.
The Company has not filed its Annual Reports on Form 10-K for the three fiscal
period years ended March 31, 2007, March 31, 2008, and March 31, 2009 due to
approval by the Board of Directors of the Company effective September 10, 2009
and by written consent of a majority of the shareholders of the Company
effective September 21, 2009, (1) to liquidate and dissolve the Company and (2)
to make an offer of settlement to the SEC in order to revoke the Company's
registration of common stock, as reported in the Company's Form 8-K dated
September 17, 2009, which is incorporated herein by reference. For the same
reasons, the Company has been unable to and is delinquent in its filing of
Quarterly Reports on Form 10-Q due on April 1, 2007 through September 30, 2009.
As a result of the failure of the Company to request audits for the years ended
March 31, 2007, March 31, 2008, and March 31, 2009, via letter dated October 2,
2009, Windes & McClaughry, which has served as the independent registered public
accounting firm for the Company since 2005, informed the Company of their
decision to resign as auditor. There are no outstanding fees payable to Windes &
McClaughry.
The reports of Windes & McClaughry on the financial statements of the Company
for the years ended March 31, 2006 and March 31, 2007, contained no adverse
opinion or disclaimer of opinion and were not qualified or modified as to audit
scope or accounting principle; however, such reports were modified by the
inclusion of an explanatory paragraph indicating that there were substantial
doubt about the Company's ability to continue as a going concern.
The Company's Board of Directors accepted the decision of Windes & McClaughry to
withdraw as independent registered public accounting firm. The Company does not
expect to engage a new independent registered public accounting firm in view of
the Company's decision to liquidate and dissolve.
In response to the SEC's October 7, 2009 letter to the Company, the Company
hereby acknowledges:
o the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
o staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to the
filing; and
o the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
ITEM 9.01. EXHIBITS
Exhibit 16 Letter from Windes & McClaughry Accountancy Corporation
dated October 2, 2009 (incorporated by reference to an 8K
filed on October 2, 2009).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: October 21, 2009
PPOL, INC.
By: /s/ Masao Yamamoto
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Masao Yamamoto
CEO, CFO and Corporate Secretary