SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-12
PPOL, INC.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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PPOL, INC.
1 CITY BOULEVARD WEST
SUITE 870
ORANGE, CALIFORNIA 92868
---------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 25, 2003
---------------
To the Shareholders of PPOL, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Annual Meeting") of PPOL, Inc., a California corporation (the "Company"), will
be held at the Hilton Anaheim Hotel, located at 777 Convention Way, Anaheim,
California 92802, on Thursday, September 25, 2003 at 1:00 p.m. local time for
the following purposes, as more fully described in the Proxy Statement
accompanying this Notice:
1. To elect three (3) directors of the Company each to serve a
term of one (1) year and until their successors are duly
elected and qualified;
2. To approve and ratify the appointment of Stonefield Josephson,
Inc. as independent auditors of the Company for the fiscal
year ending March 31, 2004; and
3. To transact such other business as may properly come before
the meeting or any adjournment thereof.
Only Shareholders of record at the close of business on August 15, 2003
are entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof. A list of such Shareholders will be available for examination by any
stockholder at the Annual Meeting, or at the office of the Secretary of the
Company, 1 City Boulevard West, Suite 870, Orange, California 92868 for a period
of ten (10) days prior to the Annual Meeting.
A copy of the Company's Annual Report for the fiscal year ended March
31, 2003, which contains consolidated financial statements, is included with
this mailing. Your attention is directed to the accompanying Proxy Statement for
the text of the matters to be proposed at the Annual Meeting and further
information regarding each proposal to be made.
SHAREHOLDERS UNABLE TO ATTEND THE ANNUAL MEETING IN PERSON ARE ASKED TO
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE. IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE
IN PERSON IF YOU WISH.
By Order of the Board of Directors,
Nobuo Takada
CHAIRMAN OF THE BOARD
Orange, California
August 22, 2003
PPOL, INC.
1 CITY BOULEVARD WEST
SUITE 870
ORANGE, CALIFORNIA 92868
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PROXY STATEMENT
APPROXIMATE DATE PROXY MATERIAL FIRST SENT TO SHAREHOLDERS:
AUGUST 22, 2003
---------------
ANNUAL MEETING OF SHAREHOLDERS--SEPTEMBER 25, 2003
INFORMATION CONCERNING SOLICITATION AND VOTING
This Proxy Statement is furnished by the Board of Directors of PPOL,
Inc., a California corporation (the "Board" and the "Company," respectively), in
connection with the solicitation of proxies to be used at the Annual Meeting of
Shareholders (the "Annual Meeting") of the Company to be held on Thursday,
September 25, 2003, at 1:00 p.m. local time, at the Hilton Anaheim Hotel, 777
Convention Way, Anaheim, California 92802 and at any adjournments or
postponements thereof. Our principal executive office is 1 City Boulevard West,
Suite 870, Orange, California 92868 and our telephone number is (714) 221-7250.
The purposes of the Annual Meeting are set forth in the accompanying Notice of
Annual Meeting of Shareholders.
ANY PROXY IN WHICH NO DIRECTION IS SPECIFIED WILL BE VOTED IN FAVOR OF EACH OF
THE MATTERS FOR WHICH NO DIRECTION IS SPECIFIED.
GENERAL INFORMATION ABOUT THE ANNUAL MEETING
The close of business on August 15, 2003 has been fixed as the record
date for the determination of Shareholders entitled to receive notice of and to
vote at the Annual Meeting. On that date, the Company's outstanding voting
securities consisted of 17,994,920 shares of Common Stock. On all matters that
come before the Annual Meeting, each stockholder or his or her proxy will be
entitled to one (1) vote for each share of Common Stock held by the stockholder
on the record date.
If a broker, bank or other nominee holds your shares, you will receive
instructions from them that you must follow in order to have your shares voted.
The holders of a majority of the Company's stock issued and outstanding
and entitled to vote at the Annual Meeting, present in person or represented by
proxy, will constitute a quorum for the transaction of business at the Annual
Meeting or any adjournment thereof. Abstentions will be counted for purposes of
determining if a quorum is present at the Annual Meeting for the transaction of
business. Accordingly, if you have returned valid proxy instructions or attend
the Annual Meeting in person, your Common Stock will be counted for the purpose
of determining whether there is a quorum, even if you wish to abstain from
voting on some or all matters at the Annual Meeting. Broker nominee votes will
be counted as present or represented for purposes of determining the presence of
a quorum.
1
Abstentions are included in determining the number of shares voted on
the proposals submitted to Shareholders (other than the election of directors)
and will have the same effect as a vote against such proposals. Although broker
"non-votes" and abstentions will be counted for the purposes of attaining a
quorum for Proposal One (to elect Yoshihiro Aota, Kazushige Shimizu and Nobuo
Takada as directors), directors are elected by a plurality of the votes of the
shares of Common Stock represented and voted at the Annual Meeting and,
therefore, broker non-votes and abstentions will have no effect on the outcome
of the election of directors. Abstentions and broker non-votes will be included
in determining the number of shares voted on Proposal Two (to approve and ratify
the appointment of Stonefield Josephson, Inc. as independent auditors of the
Company for the fiscal year ending March 31, 2004) and will have the same effect
as a vote against such proposal.
If any shareholder gives notice at the Meeting prior to commencement of
voting that the shareholder intends to cumulate his or her votes, then the
directors shall be elected by the cumulative voting method. In such event, the
shareholders shall have the right to cast that number of votes equal to the
number of shares which they hold multiplied by the number of directors to be
elected by them, i.e., for the purpose of this election, three votes for each
share. Each shareholder may cast the whole number of votes for one candidate, or
distribute them among two or more candidates. The persons named in the
accompanying proxy will have discretionary authority to cumulate votes in the
election of directors in favor of one or more candidates.
When proxies are properly dated, executed and returned, the shares
represented by such proxies will be voted at the Annual Meeting in accordance
with the instructions of the stockholder. However, if no specific instructions
are given, the shares will be voted in accordance with the following
recommendations of our Board of Directors:
o "FOR" the election of Nobuo Takada, Yoshihiro Aota and
Kazushige Shimizu to serve for one (1) year and until their
successors are duly elected and qualified; and
o "FOR" approval and ratification of Stonefield Josephson, Inc.
as our independent auditors for the fiscal year ending March
31, 2004.
We are not aware of any matters to be presented other than those
described in this Proxy Statement. If any matters not described in the Proxy
Statement are properly presented at the meeting, the proxy holders will use
their own judgment to determine how to vote your shares. If the meeting is
adjourned, the proxy holders can vote your shares on the new meeting date as
well, unless you have revoked your proxy instructions.
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time prior to its use by (i) delivering a written notice
of revocation to the principal financial officer of the Company, (ii) filing a
duly executed proxy bearing a later date with the Company or (iii) attending the
Annual Meeting and voting in person.
The costs of this solicitation will be borne by the Company. The Company
will request brokerage houses and other nominees, custodians and fiduciaries to
forward soliciting material to beneficial owners of the Company's Common Stock.
The Company may reimburse brokerage firms and other persons representing
beneficial owners for their expenses in forwarding solicitation materials to
beneficial owners. Proxies may also be solicited by certain of the Company's
directors, officers and regular employees, without additional compensation,
either personally or by telephone or facsimile.
2
PROPOSAL ONE
ELECTION OF DIRECTORS
GENERAL
The Bylaws of the Company provide that the Board of Directors is to be
fixed at no less than three (3) and no more than seven (7) directors. The
current number of directors is currently fixed at three (3).
The Board of Directors knows of no reason why the nominees should be
unable or unwilling to serve, but if any nominee should, for any reason, be
unable or unwilling to serve, the proxies will be voted for the election of such
other person to the office of director as the Board of Directors may recommend
in the place of such nominee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE NOMINEES FOR
ELECTION AS MEMBERS OF THE BOARD OF DIRECTORS.
VOTING INFORMATION
Proxies solicited by the Board of Directors will, unless otherwise
directed, be voted to elect all nominees proposed by the Board. A stockholder
submitting a proxy may vote for all or any of the nominees for election to the
Board of Directors or may withhold his or her vote from all or any of such
nominees. If a quorum is present and voting, the nominees receiving the highest
number of votes, up to the number of directors to be elected, will be elected to
the Board. An abstention from voting on this matter by a stockholder, while
included for purposes of calculating a quorum for the Annual Meeting, has no
effect. In addition, although broker "non-votes" will be counted for purposes of
attaining a quorum, they too will have no effect on the vote. The persons
designated in the enclosed proxy will vote your shares FOR each nominee unless
instructions otherwise are indicated in the enclosed proxy.
Each nominee has agreed to serve the Company as a director if elected.
However, should the nominee become unwilling or unable to serve if elected, the
Proxy agents named in the proxy will exercise their voting power in favor of
such other person as the Board of Directors of the Company may recommend.
NOMINEES AND CURRENT DIRECTORS
The following table sets forth the name and age of the nominees, who are
also current directors of the Company, the date they joined the Board of
Directors and the year in which their term expires:
DIRECTOR TERM
NAME OF DIRECTOR AGE SINCE EXPIRES
------------------------- ----- -------- -------
Nobuo Takada 55 2002 2003
Yoshihiro Aota 58 2002 2003
Kazushige Shimizu 58 2002 2003
3
The following is a brief summary of the background of each director:
Mr. Takada holds a B.S. in Economics from Doshisha University and a MBA
from Indiana University. Mr. Takada joined Daiwa Securities in 1970 as a staff
analyst in the Research department and has held various positions in research,
corporate finance, trading and information systems at Daiwa Securities offices
in Kyoto, Tokyo, and Geneva, Switzerland. In 1992, Mr. Takada founded Aston
Holdings, an investment firm in Tokyo, Japan. In 1996, Mr. Takada formed Boston
Advisory Services, an investment advisory firm in Tokyo, Japan, where he
currently serves as its CEO. Mr. Takada is the CEO of Leo Global Fund, which
holds 35.83% of PPOL's common shares.
Mr. Aota holds a Bachelor of Science degree from Tokyo University. From
1987 to 1991 Mr. Aota held the following positions with Katena Corporation, a
Japan corporation: Head, Business Planning (1987-1988); Managing Director,
Business Planning (1988-1989); and Managing Director, Business Administration
(1989-1991). From 1991 to 1994 Mr. Aota then held the following positions with
Forval Corporation, which holds 59.17% of PPOL's common shares: Director,
Business Strategy (Jan. 1991 - Jun. 1991); Director, PC Business (1991-1993);
and Director, NW Business (1993-1994). Mr. Aota has been the President and a
director of AJOL since October, 1994.
Mr. Shimizu graduated from Tohoku Gakuin University with a B.S. in
economics in 1968. From 1968 to 1982, Mr. Shimizu worked in the accounting
department of Niigata Transport Co., Ltd. In 1982, Mr. Shimizu became a Section
Chief, Accounting Manager at Emplas Corporation, and held that position until
1990, when he became the Assistant General Manager, Accounting Department of
Forval Corporation. Mr. Shimizu has held various management positions with
Forval Corporation in accounting, finance, administration.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held six (6) meetings during the fiscal year
ended March 31, 2003. Each director attended all of the meetings of the Board of
Directors. The current Board consists of three individuals who are also
employees of the Company or its subsidiary.
The Board currently does not have any committees. The Company is
currently undergoing the recruitment of independent, non-employee directors.
Upon appointment of these independent, non-employee directors, the Company
intends to form three (3) committees: an Audit Committee, a Nominating and
Corporate Governance Committee, and a Compensation Committee. The following
describes each intended committee and its intended function upon formation. All
members of these committees will be independent, non-employee directors.
The functions of the Audit Committee, upon formation, will include
reviewing and supervising the financial controls of the Company, making
recommendations to the Board of Directors regarding the Company's independent
accountants, reviewing the books and accounts of the Company, meeting with the
officers of the Company regarding the Company's financial controls, acting upon
recommendations of the independent accountants and taking such further actions
as the Audit Committee deems necessary to complete an audit of the books and
accounts of the Company. The members of the Audit Committee will be
"independent" as defined in Rule 4200(a)(15) of the National Association of
Securities Dealers' listing standards.
Upon formation, the Compensation Committee's functions will include
reviewing with management cash and other compensation policies for employees,
making recommendations to the Board of Directors regarding compensation matters
and determining compensation for the Chief Executive Officer, Chief Operating
Officer and Chief Financial Officer. In addition, the Compensation Committee
will administer the Company's future stock plans if any and, within the terms of
the respective stock plan, determine the terms and conditions of issuances of
awards thereunder.
4
Upon formation, the Nominating and Corporate Governance Committee will
make recommendations to the Board regarding the size and composition of the
Board, establish procedures for the nomination process, recommend candidates for
election to the Board of Directors and nominate officers for appointment by the
Board. In addition, the Committee will review and report to the Board on a
periodic basis with regard to matters of corporate governance. The Committee
will consider nominees recommended by security holders and evaluate those
nominees. Security holders making such a nomination must deliver the
recommendation in writing to the principal financial officer of the Company.
5
PROPOSAL TWO
RATIFICATION
OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected the accounting firm of Stonefield
Josephson, Inc. to serve as its independent accountants for the fiscal year
ending March 31, 2004. Stonefield Josephson, Inc. has audited the Company's
financial statements from the fiscal years ended March 31, 2000 through March
31, 2003. A proposal to ratify the appointment of Stonefield Josephson, Inc. for
the current year will be presented at the Annual Meeting. Representatives of
Stonefield Josephson, Inc. may be present at the Annual Meeting. If present,
they will have an opportunity to make a statement if they desire to do so and
will be available to respond to appropriate questions from Shareholders.
The decision to appoint Stonefield Josephson, Inc. was based on the
recommendation of the Board. Before making its recommendation, the Board
carefully considered the firm's qualifications as independent auditors. This
included a review of the qualifications of the engagement team, the quality
control procedures the firm has established, the issues, if any, raised by the
most recent quality control review, and the reputation for integrity and
competence of the firm in the fields of accounting and auditing. The Board's
review also included matters required to be considered under the SEC's Rules on
Auditor Independence, including the nature and extent of non-audit services, to
ensure that they will not impair the independence of the accountants. The Board
expressed its satisfaction with Stonefield Josephson, Inc. in all of these
respects.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF INDEPENDENT AUDITORS.
VOTING INFORMATION
Ratification of the selection requires the affirmative vote by a
majority of the shares of Common Stock having voting power present in person or
represented by proxy at the Annual Meeting. An abstention from voting on this
matter by a Shareholder, is included for purposes of calculating a quorum and
has the effect of a vote against the ratification of Stonefield Josephson, Inc.
as our independent auditors. In addition, broker "non-votes," also counted for
purposes of attaining a quorum, have the effect of a vote against the
ratification of Stonefield Josephson, Inc. as our independent auditors. The
persons designated in the enclosed proxy will vote your shares FOR approval of
the resolution unless instructions to the contrary are indicated in the enclosed
proxy. Notwithstanding its selection, the Board, in its discretion, may appoint
new independent auditors at any time during the year if the Board believes that
such a change would be in the best interests of the Company and its
Shareholders. If the Shareholders do not ratify the appointment of Stonefield
Josephson, Inc., the Board may reconsider its selection.
The Company incurred the following fees to Stonefield Josephson, Inc.
during the 2003 fiscal year:
AUDIT FEES. Stonefield Josephson, Inc. billed the Company an aggregate
of $63,000 for professional services rendered for the audit of the
Company's annual financial statements for the fiscal year ended March
31, 2003.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. The
Company did not engage Stonefield Josephson, Inc. for financial
information systems design and implementation, as defined in Paragraph
(c)(4)(ii) of Rule 2-01 of Regulation S-X, during the most recent
fiscal year.
ALL OTHER FEES. Stonefield Josephson, Inc. billed the Company an
aggregate of approximately $100,000 for professional services rendered
during the most recent fiscal year which primarily related to the
filing of Form 10 with the SEC. This amount is exclusive of fees for
audit services. In the opinion of the Board, the provision of such
professional services is compatible with Stonefield Josephson, Inc.'s
status as an independent auditor.
6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 31, 2003, certain
information with respect to the beneficial ownership of the Company's Common
Stock by (i) any person (including any "group" as that term is used in Section
13(d)(3) of the Exchange Act) known by the Company to be the beneficial owner of
more than 5% of any class of the Company's voting securities, (ii) each
director, (iii) each of the named executive officers, as defined below, and (iv)
all current directors and executive officers of the Company as a group. As of
March 31, 2003, there were 17,994,920 shares of issued and outstanding Common
Stock.
NUMBER OF SHARES
OF COMMON STOCK PERCENT OF TOTAL
NAME AND ADDRESS BENEFICIALLY OWNED (1) COMMON STOCK
---------------------------------------- ---------------------- ----------------
5% SHAREHOLDERS
Forval Corporation (2)
Aoyama Oval Bldg., 3rd Fl.
5-52-2 Jingu-mae, Shibuya-ku
Tokyo, Japan 150-001 10,647,594 59.17%
Leo Global Fund (3)
Sogo Hirakawa-cho Bldg., 10th Fl.
1-4-12 Hirakawa-cho, Chiyoda-ku
Tokyo, Japan 102-0093 6,447,580 35.83%
DIRECTORS AND OFFICERS
Nobuo Takada
Sogo Hirakawa-cho Bldg., 10th Fl.
1-4-12 Hirakawa-cho, Chiyoda-ku
Tokyo, Japan 102-0093 6,447,580 35.83% (4)
Yoshihiro Aota
Aoyama Oval Bldg., 3rd Fl.
5-52-2 Jingu-mae, Shibuya-ku
Tokyo, Japan 150-001 0 0%
Kazushige Shimizu
1 City Boulevard West, Suite 870
Orange, California 92868
0 0%
- ----------
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities.
(2) Forval Corporation has sole voting and investment power of the shares
beneficially owned by it.
(3) Mr. Nobuo Takada, the chief executive officer of Leo Global Fund has the
power to vote Leo Global Fund's ownership of shares in the Company. The majority
owner of Leo Global Fund is AJOO, a leading distributor of AJOL. Forval
Corporation does not have any equity interest in AJOO.
(4) Inclusive of the 6,447,580 shares owned by Leo Global Fund for which Mr.
Nobuo Takada serves as its chief executive officer. Mr. Takada has the power to
vote Leo Global Fund's shares in the Company.
7
EXECUTIVE COMPENSATION AND OTHER INFORMATION
EXECUTIVE OFFICERS
The following sets forth certain information regarding the executive
officers of the Company.
NAME AGE POSITION(S)
- -------------------------------- --- -----------------------
Nobuo Takada 55 Chief Executive Officer
Yoshihiro Aota 58 President
Kazushige Shimizu 58 Chief Financial Officer
COMPENSATION OF EXECUTIVE OFFICERS
A. THE COMPANY
Up to and including the Company's last fiscal year ended March 31, 2003,
no executive officer of the Company had received any compensation.
B. AJOL (THE COMPANY'S WHOLLY OWNED SUBSIDIARY)
The following table sets forth the compensation of AJOL's "Named
Executive Officers," which consist of a) all persons serving as the chief
executive officer during the fiscal year and b) the four (4) most highly
compensated executive officers serving as such at the end of the fiscal year, in
addition to the chief executive officer:
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
-----------------------------------
FISCAL
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) TOTAL
- ------------------------------ ------ ---------- --------- ---------
Yoshihiro Aota 2003 $164,357 $221,439 $ 385,796
President, CEO and Director 2002 $157,807 $216,283 $ 374,090
2001 $162,292 $172,032 $ 334,991
Manabu Nakamura 2003 $100,809 $ 32,806 $ 133,615
Director 2002 $ 98,465 $ 32,042 $ 130,507
2001 $109,624 $ 40,072 $ 149,698
Masao Yamamoto 2003 $101,305 $ 32,806 $ 134,111
Director 2002 $ 98,946 $ 32,043 $ 130,988
2001 $109,805 $ 35,364 $ 145,169
Tetsushi Nishikawa 2003 $ 47,597 $ 33,880 $ 81,477
Supervisor 2002 $ 46,621 $ 40,821 $ 87,442
2001 $ 47,705 $ 47,071 $ 99,775
Yuji Kamata 2003 $ 47,773 $ 31,025 $ 78,798
Supervisor 2002 $ 44,306 $ 38,058 $ 82,364
2001 $ 47,198 $ 63,820 $ 111,018
8
OPTION GRANTS IN LAST FISCAL YEAR
The Company does not have any equity based compensation plans in place
at this time.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
AJOL, the Company's wholly owned subsidiary, has entered into
employment agreements with Masao Yamamoto and Manabu Nakamura for the term July
1, 2003 through June 30, 2004. Each agreement provides for annual compensation
to Mr. Yamamoto and Mr. Nakamura in the sum of approximately $100,000 per year.
The agreements also provide for business travel per diem expenses of $100 per
day. Each of the agreements provides for services in the area of sales,
operations, administration, finance, manufacturing, logistics, distribution,
recruiting and research and development, and such other responsibilities
assigned to each of these individuals by AJOL.
Additionally, AJOL has employment agreements with Tetsushi Nishikawa,
Yuji Kamata and Shoji Otani. Each agreement is for the term commencing April 1,
2003 and terminating March 31, 2004. The agreements provide Mr. Nishikawa with
annual compensation of approximately $41,000, Mr. Kamata with approximately
$45,000 and Mr. Otani with $44,000. Each is entitled to reimbursement of
business travel at the rate of $42 per day. Each may receive a bonus twice a
year based on monthly compensation of one (1) to three (3) months. The bonus is
discretionary and may be paid, if at all, based upon AJOL's results of
operations. Each of the foregoing individuals has responsibilities in the areas
of sales, operations, administration, finance, manufacturing, logistics,
distribution, recruiting, research and development and other responsibilities
assigned to each by AJOL.
COMPENSATION OF DIRECTORS
The Company reimburses directors for travel and other out-of-pocket
expenses incurred in attending Board meetings. The Company does not pay cash
compensation to its directors.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and persons who
own more than 10% of a registered class of the Company's equity securities, to
file certain reports of ownership with the Securities and Exchange Commission
(the "SEC") and with the National Association of Securities Dealers, Inc. Such
officers, directors and shareholders are also required by SEC rules to furnish
the Company with copies of all Section 16(a) forms they file. To the Company's
knowledge, all reports required to be filed during fiscal year ended March 31,
2003 pursuant to Section 16(a) of the Exchange Act by directors, executive
officers and 10% shareholders have been filed.
9
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
AJOL sub-leased the sixth floor, comprising approximately 10,623 square
feet, located in the Oval Building in Tokyo, Japan, from Forval Corporation
("Forval"), which owns 59.17% of the Company's common shares. This facility was
utilized as AJOL's headquarters until the sub-lease was cancelled on March 31,
2003 without penalty. The sub-lease originally commenced and was set to expire
on April 1, 2002 and March 31, 2004, respectively. Total rental expense paid to
Forval in the fiscal year ended March 31, 2003 was approximately $673,000.
The Company entered into separate agreements with Forval and Leo Global
Fund, its two majority shareholders, to provide research on investment
opportunities and market trends in the United States. The agreements
specifically call for the Company to provide research on: 1) US trends and
products in the communications and information technology area, 2) the market
for broadband services and related infrastructure and hardware in the US, 3)
research of US market trends with respect to business and matters of interest to
other subsidiaries of Forval, 4) formation of strategic alliances and
partnerships with synergistic US businesses, 5) other related research on
matters of interest to Forval, and 6) investment opportunities. The total
consideration received for these services was $493,858. However, the Company has
not recognized any revenues from these agreements during the year ended March
31, 2003 as the Company has not completed its obligations under such agreements
during the year. There is no assurance that the Company will receive such
projects from Forval and Leo Global Fund in the future.
STOCK PERFORMANCE
Inasmuch as there is no active public trading market for the Company's
common stock, no stock performance history is available.
10
STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Shareholders may submit proposals on matters appropriate for stockholder
action at subsequent annual meetings of the Company consistent with Rule 14a-8
promulgated under the Exchange Act. Proposals of Shareholders intended to be
presented at the Company's next annual meeting of Shareholders must be received
by the Company (Attention: Chief Financial Officer, at the principal offices of
the Company), no later than April 24, 2004, for inclusion in the Company's proxy
statement and form of proxy for that meeting. Stockholder proposals are also
subject to the Company's Bylaws, which may be amended from time to time.
OTHER MATTERS
All properly executed proxies delivered pursuant to this solicitation
and not revoked will be voted at the Annual Meeting in accordance with the
directions given. Any proxy in which no direction is specified will be voted in
favor of each of the nominees and the matters to be considered.
The Board of Directors does not intend to bring any matters before the
Annual Meeting other than as stated in this Proxy Statement and is not aware
that any other matters will be presented for action at the Meeting. Should any
other matters be properly presented, the persons named in the enclosed form of
proxy will vote the proxy with respect thereto in accordance with their best
judgment, pursuant to the discretionary authority granted by the proxy.
COPIES OF THE COMPANY'S RECENT REPORTS ON FORM 10-K AND FORM 10-Q AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE PROVIDED TO
SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN OR ORAL REQUEST TO KAZUSHIGE SHIMIZU,
CFO AND CORPORATE SECRETARY, PPOL, INC., 1 CITY BOULEVARD WEST, SUITE 870,
ORANGE, CALIFORNIA 92868, TELEPHONE NUMBER (714) 221-7250.
By Order of the Board of Directors,
Nobuo Takada
CHAIRMAN OF THE BOARD
Orange, California
August 22, 2003
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PROXY PROXY
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS OF
PPOL, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS AND MAY BE REVOKED PRIOR TO ITS EXERCISE
The undersigned stockholder(s) of PPOL, Inc., a California corporation
(the "Company"), hereby appoints Kazushige Shimizu, Nobuo Takada or either of
them, proxies, each with full power of substitution, for and in the name of the
undersigned at the Annual Meeting of Stockholders of the Company to be held on
September 25, 2003, and at any and all adjournments, to vote all shares of the
capital stock of said Company held of record by the undersigned on August 15,
2003, as if the undersigned were present and voting the shares.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER
DIRECTED. IN THE ABSENCE OF ANY DIRECTION, THE SHARES WILL BE VOTED FOR THE
NOMINEES NAMED IN PROPOSAL 1 ON THE REVERSE SIDE, FOR PROPOSAL 2, AND IN
ACCORDANCE WITH THEIR DISCRETION ON SUCH OTHER MATTERS THAT MAY PROPERLY COME
BEFORE THE MEETING.
THE LISTED NOMINEE AND THE PROPOSALS HAVE PLEASE MARK |X|
BEEN PROPOSED BY THE COMPANY. THE BOARD OF VOTE AS
DIRECTORS RECOMMENDS A VOTE "FOR" THE INDICATED IN THIS
NOMINEES LISTED AND "FOR" THE LISTED PROPOSAL. EXAMPLE USING DARK
INK ONLY.
1. ELECTION OF DIRECTORS:
FOR WITHHOLD
Nominees for election to the Board of Directors:
Yoshihiro Aota |_| |_|
Kazushige Shimizu |_| |_|
Nobuo Takada |_| |_|
2. RATIFICATION OF INDEPENDENT AUDITORS: FOR AGAINST ABSTAIN
Proposal to ratify the appointment of Stonefield |_| |_| |_|
Josephson, Inc. as the Company's independent auditors.
The proxies are authorized to vote in their discretion upon
such other business as may properly come before the meeting.
|_| I PLAN TO ATTEND THE ANNUAL MEETING
Please date this Proxy and sign exactly as your name appears hereon. When
signing as attorney, executor, administrator, trustee or guardian, please give
your full title. If there is more than one trustee, all should sign. All joint
owners should sign.
Date:
___________________________________ ___________________________________
Signature