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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported): December 14, 2004
DWANGO NORTH AMERICA CORP.
(Exact Name of Registrant as Specified in Charter)
Nevada 000-50533 84-1407365
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
200 W Mercer St., Suite 501
Seattle, Washington 98119
(Address of Principal Executive Offices) (Zip Code)
(206) 832-0600
(Registrant's telephone number, including area code)
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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 (see General Instruction A.2. below):
|_| 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 (17CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement.
On December 14, 2004, Dwango North America Corp. (the "Company")
entered into a sub-lease contract with Microsoft Corporation whereby the Company
will sub-lease approximately 15,000 square feet of office space in Seattle, WA
for use as its headquarters site. The term of the lease is two years and the
minimum lease commitment is approximately $527,000 for the entire lease term,
payable monthly on the first day of each month. The monthly payments shall be
$15,833 through February 28, 2005, $20,000 from March 1, 2005 through February
28, 2006 and $27,107 from March 1, 2006 through the end of the term. The Company
has prepaid the rent for month two, three, and six of the term in the aggregate
amount of approximately $47,500 and has paid a security deposit in the amount of
approximately $27,000.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
The disclosure contained in Item 1.01 above is hereby incorporated into
this Item 2.03 by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 23, 2004
DWANGO NORTH AMERICA CORP.
By: /s/ Rick J. Hennessey
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Rick J. Hennessey
Chief Executive Officer
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