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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DWANGO NORTH AMERICA CORP.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 84-1407365
(State of incorporation (I.R.S. Employer
or organization) Identification Number)
5847 SAN FELIPE STREET, SUITE 3220
HOUSTON, TEXAS 77057-3000
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-69006
Securities to be registered pursuant to Section 12(b) of the Act: NONE
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.001
(Title of class)
INFORMATION REQUIRED
IN
REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
As of December 30, 2003, there were 5,330,534 shares of our common
stock issued and outstanding. Our common stock is traded on the Over-the-Counter
Bulletin Board under the symbol "DWGN". The holders of common stock are entitled
to one vote per share on each matter submitted to a vote of stockholders. In the
event of liquidation, holders of common stock are entitled to share ratably in
the distribution of assets remaining after payment of liabilities, if any.
Holders of common stock have no cumulative voting rights, and, accordingly, the
holders of a majority of the outstanding shares have the ability to elect all of
the directors. Holders of common stock have no preemptive or other rights to
subscribe for shares. Holders of common stock are entitled to such dividends as
may be declared by the board of directors out of funds legally available
therefor. The outstanding common stock is validly issued, fully paid and
non-assessable.
ITEM 2. EXHIBITS.
The following exhibits are filed as a part of this registration statement:
EXHIBIT NO. DESCRIPTION
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1. Articles of Incorporation of Registrant, as amended to
date (incorporated by reference to Exhibits 3.1 to the
Registration Statement on Form SB-2 filed with the
Securities and Exchange Commission on September 6, 2001
and Exhibit 3.1 to the Registrant's Current Report on
Form 8-K filed with the Securities and Exchange
Commission on October 7, 2003).
2. By-laws of the Registrant (as amended through December
30, 2003).
3. Specimen Common Stock Certificate.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 30, 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
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1. Articles of Incorporation of Registrant, as amended to
date (incorporated by reference to Exhibits 3.1 to the
Registration Statement on Form SB-2 filed with the
Securities and Exchange Commission on September 6, 2001
and Exhibit 3.1 to the Registrant's Current Report on
Form 8-K filed with the Securities and Exchange
Commission on October 7, 2003).
2. By-laws of the Registrant (as amended through December
30, 2003).
3. Specimen Common Stock Certificate.
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