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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): MARCH 22, 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 W MERCER ST., SUITE 501
SEATTLE, WASHINGTON 98119
(Address of Principal Executive Offices) (Zip Code)
(206) 286-1440
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE
ROLLING STONE AGREEMENT
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On March 30, 2004, Dwango North America Corp. (the "Company") executed
a Licensing Agreement with Rolling Stone LLC ("RSL") and RealNetworks, Inc.
("RN") setting forth the terms and conditions under which the Company would
develop and distribute mobile entertainment content featuring the Rolling Stone
brand. Such content includes ringtones, sound clips and games designed for
cellular phones. The Company is required to pay royalties, including an advance
royalty, and buy advertising on the Rolling Stone website and in Rolling Stone
magazine. Pursuant to the terms of the Agreement, the Company also issued seven
year warrants to purchase shares of common stock of the Company, for $1.20 per
share, as follows: 201,398 shares for RSL and 222,998 shares for RN. The
Agreement is for a term of approximately two years. The agreement is further
described in a press release, dated April 5, 2004, a copy of which is attached
hereto as Exhibit 99.1 and incorporated herein by reference (the "Press
Release").
CHIEF FINANCIAL OFFICER
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On March 22, 2004, J. Paul Quinn commenced services as Chief Financial
Officer of the Company. From November 2000 through October 2003, Mr. Quinn was
the Chief Financial Officer of N2H2, Inc., a software development company. From
August 1999 through October 2000, Mr. Quinn was the Senior Vice President of
Finance and Administration for the Closeout Company, a discount retailer. From
December 1993 through August 1999, he was Vice President and Controller of
Fleming Retail Group, a retailer and wholesaler.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
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99.1 Press Release
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: April 6, 2004
DWANGO NORTH AMERICA CORP.
By: /s/ Rick J. Hennessey
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Rick J. Hennessey
Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release