-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DGdq+mhuX8tRaoMKsLyLMliDxvTRDgRh6qsUsoaonUoJFJM8CxEdO47ywKWvvOG7 hop/rXwsJP5k7sbvYT0KMQ== 0000899078-05-000452.txt : 20050611 0000899078-05-000452.hdr.sgml : 20050611 20050531173833 ACCESSION NUMBER: 0000899078-05-000452 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050601 DATE AS OF CHANGE: 20050531 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUNTLEY ROBERT E CENTRAL INDEX KEY: 0001271914 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O DWANGO NORTH AMERICA CORP STREET 2: 5847 SN FELIPE ST CITY: HOUSTON STATE: TX ZIP: 77057-3000 BUSINESS PHONE: 7139149600 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DWANGO NORTH AMERICA CORP CENTRAL INDEX KEY: 0001158134 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 841407365 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79470 FILM NUMBER: 05868470 BUSINESS ADDRESS: STREET 1: 2211 ELLIOT AVENUE STREET 2: SUITE 601 CITY: SEATTLE STATE: WA ZIP: 98121 BUSINESS PHONE: 206-832-0600 MAIL ADDRESS: STREET 1: 2211 ELLIOT AVENUE STREET 2: SUITE 601 CITY: SEATTLE STATE: WA ZIP: 98121 SC 13D/A 1 schedule13damend-may262005.txt SCHEDULE 13D/A - AMENDMENT NO. 1 SCHEDULE 13D (Rule 13D-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Under the Securities Exchange Act of 1934 (Amendment No. 1) Dwango North America Corp. (Name of Issuer) Common Stock, Par Value $.001 Per Share (Title of Class of Securities) 267405 10 8 (CUSIP Number) - copy to - Robert E. Huntley J. Paul Quinn c/o Gunn, Mullins & Farrell, L.L.P. Dwango North America Corp. 1415 North Loop West, Suite 1100 2211 Elliott Avenue, Suite 601 Houston, Texas 77008 Seattle, WA 98121 (713) 869-3330 (206) 832-0600 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 23, 2005 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 267405 10 8 1. NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF REPORTING PERSON: Robert E. Huntley 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): (a) [__] (b) [__] 3. SEC USE ONLY 4. SOURCE OF FUNDS (See Instructions): PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [__] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: USA - ------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER 2,675,484(1) SHARES BENEFICIALLY 8. SHARED VOTING POWER 0 OWNED BY EACH REPORTING PERSON 9. SOLE DISPOSITIVE POWER 2,675,484(1) WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,675,484(1) 12. CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (See Instructions): [__] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 30.6%(2) 14. TYPE OF REPORTING PERSON (See Instructions): IN _____________________ (1) Includes warrants to purchase an aggregate of 421,841 shares of common stock that are currently exercisable or that will become exercisable within the next 60 days. (2) Percent of class as of May 1, 2005 based on the number of shares outstanding disclosed in the Company's Quarterly Report for the quarter ended March 31, 2005. This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D filed on February 9, 2004, by Robert E. Huntley. Capitalized terms used herein, which are not defined herein, have the meanings given to them in the Schedule 13D. Item 1. Security and Issuer - ---------------------------- The class of securities to which this statement relates is the common stock, par value $.001 per share (the "Common Stock"), of Dwango North America Corp. (the "Company"). The Company's principal executive offices are located at 2211 Elliott Avenue, Suite 601, Seattle, Washington 98121. Item 2. Identity and Background - -------------------------------- (a) This statement is being filed by Robert E. Huntley (b) The business address for Mr. Huntley is c/o Gunn, Mullins & Farrell, L.L.P., 1415 North Loop West, Suite 1100, Houston, Texas 77008. (c) Mr. Huntley's principal occupation is a rancher. (d) Mr. Huntley has not, during the last five years, been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Huntley has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Huntley is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration - ---------------------------------------------------------- Not applicable. Item 4. Purpose of the Transaction - ----------------------------------- Mr. Huntley acquired the Securities for investment purposes. From time to time Mr. Huntley may acquire or dispose of some or all of the shares of Common Stock owned by him. Mr. Huntley has no other plans which relate to or would result in the occurrence of any of the events listed in paragraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer - --------------------------------------------- (a) Number and Percentage of Securities Owned: ------------------------------------------ Aggregate number of shares of Common Stock beneficially owned: 2,675,484 (1) Percentage: 30.6% (2) (b) Type of Ownership: ------------------ 1. Sole power to vote or to direct vote: 2,675,484 (1) 2. Shared power to vote or to direct vote: 0 3. Sole power to dispose or to direct the disposition: 2,675,484 (1) 4. Shared power to dispose or to direct the disposition: 0 (c) Mr. Huntley disposed of 50,000 shares of Common Stock on the open market on May 23, 2005 at $1.61 per share and disposed of 25,000 shares of Common Stock on the open market on May 24, 2005 at $1.60 per share. (d) No person may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock beneficially owned by Mr. Huntley. (e) Not applicable. __________________________ (1) Includes warrants to purchase an aggregate of 421,841 shares of common stock that are currently exercisable or that will become exercisable within the next 60 days. (2) Percent of class as of May 1, 2005 based on the number of shares outstanding disclosed in the Company's Quarterly Report for the quarter ended March 31, 2005. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to - -------------------------------------------------------------------------------- Securities of the Issuer - ------------------------ Not applicable. Item 7. Material to Be Filed as Exhibits - ----------------------------------------- Not applicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: May 26, 2005 /s/ Robert E. Huntley ----------------------------------- Robert E. Huntley -----END PRIVACY-ENHANCED MESSAGE-----