UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- 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): October 9, 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)) ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD SEC Offer of Settlement and Consent Order As reported on Form 8-K dated September 17, 2009, which is incorporated herein by reference and as proposed therein, PPOL INC. (the "Company") submitted on October 5, 2009 an Offer of Settlement to the Securities and Exchange Commission ("SEC") to enter into a Consent Order that will state that the Company has failed to comply with reporting requirements under Section 13(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rules 13a-1 and 13a-13 thereunder while the common stock of the Company was registered with the SEC, and to order that pursuant to Section 12(j) of the Exchange Act, registration of the common stock of the Company registered pursuant to Section 12 of the Exchange Act be revoked. ITEM 8.01 Other Events Filing of Certificate of Intent to Dissolve On October 6, 2009, the Company filed a Certificate of Election to Wind Up and Dissolve with the California Secretary of State. 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: October 9, 2009 PPOL, INC. By: /s/ Masao Yamamoto ----------------------- Masao Yamamoto CEO, CFO and Corporate Secretary 2