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): NOVEMBER 4, 2003
DWANGO NORTH AMERICA CORP.
(Exact Name of Registrant as Specified in Charter)
NEVADA 333-69006 84-1407365
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
5847 SAN FELIPE STREET, SUITE 3220
HOUSTON, TEXAS 77057-3000
(Address of Principal Executive Offices) (Zip Code)
(713) 914-9600
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) On November 4, 2003, the Company dismissed Jones Simkins LLP
("Jones") as independent auditors for the Company. The decision to dismiss Jones
and to seek new accountants was recommended by the Company's Board of Directors
and approved by the Audit Committee of the Company's Board of Directors.
The audit reports of Jones on the Company's financial
statements for the years ended December 31, 2001 and 2002 did not contain any
adverse opinion or disclaimer of opinion and was not modified as to uncertainty,
audit scope, or accounting principles, except that the opinion issued with the
Company's financial statements for the year ended December 31, 2001 and 2002
included a reference to substantial doubt that exists regarding the Company's
ability to continue as a going concern.
With respect to the financial statements for the years ended
December 31, 2001 and 2002 and the subsequent interim period to the date of
dismissal, there were no disagreements with Jones, whether or not resolved, on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Jones, would have caused them to make reference thereto
in their reports on the financial statements of the Company; and there were no
reportable events or disagreements with Jones as described in Item 304(a)(1)(iv)
of the Securities and Exchange Regulation S-B.
The Company requested that Jones furnish it with a letter
addressed to the Securities and Exchange Commission stating whether they agree
with the statements made in this Item 4, and if not, stating the respects in
which they do not agree. A copy of such letter, dated December 8, 2003, has
been furnished by Jones and is filed as Exhibit 16 to this Current Report on
Form 8-K/A.
(b) On November 4, 2003, the Company engaged Eisner LLP ("Eisner") to
serve as the Company's independent auditors. Neither the Company nor anyone
acting on its behalf consulted with Eisner regarding (i) either the application
of any accounting principles to a specific completed or contemplated transaction
of the Company, or the type of audit opinion that might be rendered by Eisner on
the Company's financial statements; or (ii) any matter that was either the
subject of a disagreement with Jones or a reportable event with respect to
Jones.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
16 Letter, dated December 8, 2003, from Jones Simkins LLP
to the Securities and Exchange Commission.
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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 8, 2003
DWANGO NORTH AMERICA CORP.
By: /s/ Jacques Faust
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Jacques Faust
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
16 Letter, dated December 8, 2003, from Jones Simkins LLP
to the Securities and Exchange Commission.
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