Mail Stop 7010
June 30, 2005
Via U.S. mail and facsimile
Mr. Steve Careaga
Nannaco, Inc.
4906 Point Fosdick Dr., Suite 102
Gig Harbor, WA 98335
Re: Nannaco, Inc.
Preliminary Information Statement on Schedule 14C
Filed June 13, 2005
File No. 000-50672
Form 10-KSB/A for the year ended September 30, 2004
Filed April 18, 2005
File No. 000-50672
Form 10-QSB/A for the quarter ended December 31, 2004
Form 10-QSB for the quarter ended March 31, 2005
Filed April 18, 2005 and May 6, 2005, respectively
File Nos. 000-50672
Form 8-K dated April 29, 2005
Filed May 6, 2005
File No. 000-50672
Dear Mr. Careaga:
We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your filings in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. We note the disclosure set forth in Part III of your annual
report
on Form 10-KSB for the fiscal year ended September 30, 2004 that
you
would subsequently file the information required by Part III of
Form
10-KSB in an information statement that you would deliver to your
security holders. It does not appear that you have filed this
information, which was due by January 28, 2005. Since this
information was not filed by that date or subsequently filed in an
amendment to the Form 10-KSB, it does not appear that you are
current
in your Exchange Act filings. We also note that you have
registered
shares of your common stock on Forms S-8 filed on each of February
2,
2005, March 7, 2005, April 21, 2005, and June 3, 2005. It does
not
appear that you were eligible to use Form S-8 on these dates based
on
your failure to file the Part III information from Form 10-KSB.
See
General Instruction A.1 to Form S-8. Please provide us with your
analysis as to whether you were eligible to use Form S-8 on these
dates. In addition, please advise us as to whether you have
issued
any of the shares you registered on these Forms S-8.
Preliminary Information Statement on Schedule 14C
2. We note the disclosure contained in your current report on Form
8-
K filed on May 6, 2005. We also note the disclosure under the
heading entitled "Reasons For The Reverse Split" on page 1 of your
preliminary information statement. Please advise us as to whether
the
reverse split is intended to facilitate the proposed merger with
Nazz
Productions, Inc. and/or the proposed acquisition of Amenni, LLC.
Form 10-KSB/A for the year ended September 30, 2004
General
3. We note the disclosure in the paragraph below the table of
contents regarding the forward-looking statements contained in
your
report. Please delete the reference to the Private Securities
Litigation Reform Act of 1995 as its safe harbor does not apply to
penny stock issuers. See Section 21E(b)(1)(C) of the Exchange
Act.
Item 6. Management`s Discussion and Analysis or Plan of
Operations,
page 9
Special Note Regarding Forward-Looking Statements, page 9
4. Please delete the second sentence of the fifth paragraph of
this
section. Please be advised that you are responsible for the
entire
content of your report and may not include any language that could
be
interpreted as a disclaimer of the information contained in your
report.
Item 8A. Controls and Procedures, page 20
5. Please disclose the information required by Item 308(c) of
Regulation S-B.
Part III, page 21
6. Please disclose the information required by Items 9 through 12
of
Form 10-KSB. See Instruction E.3. of Form 10-KSB and
Interpretation
2S. of the Exchange Act Rules section of the March 1999 supplement
to
the Manual of Publicly Available Telephone Interpretations.
Form 10-QSB/A for the quarter ended December 31, 2004
Form 10-QSB for the quarter ended March 31, 2005
Cover Page
7. Please revise the disclosure on the cover page of your report
to
indicate that you have not filed all reports you are required to
file
under Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months. In this regard, we note that it
appears you have not filed all of the information required by
Items 9
through 12 of Form 10-KSB for the year ended September 30, 2004.
Item 2. Management`s Discussion and Analysis or Plan of
Operations,
page 21
Special Note Regarding Forward-Looking Statements, page 21
8. Please delete the second sentence of the fifth paragraph of
this
section. Please be advised that you are responsible for the
entire
content of your report and may not include any language that could
be
interpreted as a disclaimer of the information contained in your
report.
Item 3A. Evaluation of Disclosure Controls and Procedures, page
26
9. Please revise the third sentence of this section to provide the
information required by Item 308(c) of Regulation S-B.
Form 8-K dated April 29, 2005
10. Please disclose the material terms of the amendment to your
agreement with Nazz Productions, Inc. and your letter of intent
with
Amenni, LLC.
* * * *
As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendments to expedite our review. Please furnish a cover
letter
that is filed on EDGAR with your amendments that keys your
responses
to our comments and provides any requested information. Detailed
cover letters greatly facilitate our review. Please understand
that
we may have additional comments after reviewing your amendments
and
responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act
and
that they have provided all information investors require for an
informed investment decision. Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
If you have any questions, please call Andrew Schoeffler,
Staff
Attorney, at (202) 551-3748 or, in his absence, the undersigned at
(202) 551-3767.
Sincerely,
Jennifer Hardy
Legal Branch Chief
cc: Mr. Tracy Shier, Esq.
The Otto Law Group, PLLC
900 Fourth Avenue, Suite 3140
Seattle, Washington 98164
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Mr. Steve Careaga
Nannaco, Inc.
June 30, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE