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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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): FEBRUARY 19, 2004
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)
200 WEST MERCER STREET, SUITE 501
SEATTLE, WASHINGTON 98119
(Address of Principal Executive Offices) (Zip Code)
(206) 286-1440
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE
On February 19, 2004, Joseph Allen resigned as a director of our
company. Mr. Allen was the Chairman of our Compensation Committee and a member
of our Audit Committee. On March 1, 2004, Jay Higgins also resigned as a
director of our company. Mr. Higgins was the Chairman of our Audit Committee.
Each such individual resigned due to the time commitments involved in serving as
one of our directors.
On March 4, 2004 we elected James Scibelli and Alexander U. Conrad to
our Board of Directors to fill the vacancies left by the departure of Messrs.
Allen and Higgins. In addition, we elected Paul Eibeler to serve on our Audit
Committee. We elected Derrick Ashcroft to serve as the Chairman of such
committee. We also elected Vishal Bhutani to serve on the Compensation
Committee, and elected Paul Eibeler to serve as the Chairman of such committee.
On March 4, 2004, we appointed Alexander Conrad as Chief Operating
Officer and Secretary of our company.
James Scibelli has, since March 1996, served as President of Roberts &
Green, Inc., a New York financial consulting firm offering a variety of
financial and investment consulting services. He is also a member of RG
Securities, LLC, an investment banking company that has acted as co-placement
agent for various private placements completed by our company. Mr. Scibelli is
also a director of Acclaim Entertainment, Inc., a company that develops, markets
and distributes interactive entertainment software, a position he has held since
1993.
Alexander Conrad has been employed by our company since May 2003. Mr.
Conrad is a former shareholder of Over-the-Air Wireless, Inc., a company engaged
in the wireless ringtone business that we recently acquired. Mr. Conrad was the
Vice President of Business Development of Over-the-Air Wireless from June 2002
until our acquisition of such company. Prior to such time, from January 2001
through June 2002, Mr. Conrad was Senior Product Manager, New Initiatives, for
eFunds Corporation, a company that provides transaction processing, risk
management and outsourcing services. From April 2000 through January 2001, Mr.
Conrad was Director of Product Management for DocuTouch Corporation, a provider
of document management, authentication, secure repository and digital signature
services. From August 1999 through April 2000, Mr. Conrad was Marketing and
Services Manager of Segueonline, Inc., a digital marketing and development
agency. Mr. Conrad received his MBA from Seattle University, Albers School of
Business and Economics in March 2000.
Our Board of Directors currently consists of Robert E. Huntley
(Chairman), Rick J. Hennessey, Alexander U. Conrad, Paul Eibeler, Derrick
Ashcroft, Vishal Bhutani and James Scibelli. Our Audit Committee currently
consists of Derrick Ashcroft (Chairman) and Paul Eibeler. Our Compensation
Committee currently consists of Paul Eibeler (Chairman), Derrick Ashcroft, and
Vishal Bhutani.
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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: March 10, 2004
DWANGO NORTH AMERICA CORP.
By: /s/ Rick J. Hennessey
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Rick J. Hennessey
President and CEO
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