-----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, SiVUmQFOae/g5QSyqwG+H1ux70/n6H7upmnwDhoG/syfeQHV34Noy+we7pn7tstW DAmiHY5LWi5fpVxTHrx46w== 0001221825-04-000037.txt : 20040219 0001221825-04-000037.hdr.sgml : 20040219 20040219145449 ACCESSION NUMBER: 0001221825-04-000037 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040219 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ADAMS DAVID CENTRAL INDEX KEY: 0001280790 FILING VALUES: FORM TYPE: SC 13G 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79470 FILM NUMBER: 04615851 BUSINESS ADDRESS: STREET 1: 5847 SAN FELIPE STREET STREET 2: SUITE 3220 CITY: HOUSTON STATE: TX ZIP: 77057-3000 BUSINESS PHONE: (713) 914-9600 MAIL ADDRESS: STREET 1: 5847 SAN FELIPE STREET STREET 2: SUITE 3220 CITY: HOUSTON STATE: TX ZIP: 77057-3000 SC 13G 1 adams13g-040204.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE 13G (RULE 13D-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(B),(C) AND (D) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(B) (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) February 4, 2004 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed. [ ] Rule 13d-1(b) [ X ] Rule 13d-1(c) [ ] Rule 13d-1(d) - ----------------------- * 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 the disclosures provided in a prior cover page. The information required in 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 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). 1 CUSIP NO. 267405 10 8 13G PAGE 2 OF 5 PAGES - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification No. Of Above Persons (entities only) David Adams - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization U.S.A. - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With - -------------------------------------------------------------------------------- 5. Sole Voting Power 497,960 (1) - -------------------------------------------------------------------------------- 6. Shared Voting Power -0- - -------------------------------------------------------------------------------- 7. Sole Dispositive Power 497,960 (1) - -------------------------------------------------------------------------------- 8. Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Reporting Person 497,960 (1) - -------------------------------------------------------------------------------- 10. Check box if the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] - -------------------------------------------------------------------------------- 11. Percent of Class Represented By Amount in Row (9) 7.0 % - -------------------------------------------------------------------------------- 12. Type of Reporting Person* IN - ------------------ (1) Includes options to purchase 205,044 shares of common stock that are currently exercisable or that will become exercisable within the next sixty (60) days. * SEE INSTRUCTIONS BEFORE FILLING OUT. 2 ITEM 1(A) NAME OF ISSUER: Dwango North America Corp. ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 200 West Mercer Street, Suite 501, Seattle, Washington 98119 ITEM 2(A) NAME OF PERSON FILING: David Adams ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: c/o Dwango North America Corp., 200 West Mercer Street, Suite 501, Seattle, Washington 98119 ITEM 2(C) CITIZENSHIP: U.S.A. ITEM 2(D) TITLE OF CLASS OF SECURITIES: Common Stock, par value $.001 per share ITEM 2(E) CUSIP NUMBER 267405 10 8 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1 (B), OR 13D-2(B) OR (C) , CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3 (a) (6) of the Exchange Act. (c) [ ] Insurance company as defined in Section 3(a) (19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1 (b) (1) (ii) (E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b) (1) (ii) (F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b) (1) (ii) (G); 3 (h) [ ] A savings association as defined in Section 3 (b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3 (c) (14) of the Investment Company Act. (j) [ ] Group, in accordance with Rule 13d-1 (b)(1) (ii) (J). ITEM 4. OWNERSHIP. (a) Amount Beneficially Owned: 497,960 (1) (b) Percent of Class: 7.0% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 497,960 (1) (ii) shared power to vote or to direct vote: -0- (iii) sole power to dispose or to direct the disposition of: 497,960 (1) (iv) shared power to dispose or to direct the disposition of: -0- - ------------------ (1) Includes options to purchase 205,044 shares of common stock that are currently exercisable or that will become exercisable within the next sixty (60) days. Such amount does not include 205,044 shares of Common Stock underlying options that are not currently exercisable and that will not become exercisable within the next sixty (60) days and, therefore, are not deemed to be beneficially owned by Mr. Adams. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. 4 Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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. FEBRUARY 17, 2004 ------------------ (Date) /s/ David Adams --------------- (Signature) DAVID ADAMS ----------- (Name/Title) ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). 5 -----END PRIVACY-ENHANCED MESSAGE-----