EXHIBIT 4.6
150 West 46th Street 301 Eastwood Road
6h Floor Woodmere, New York 11598
New York, NY 10036 (516) 569-6089 (phone)
(212) 953-4901 (phone) (646)349-9655 (fax)
(646)349-9655 (fax) efiings@vfilings.com
sstern@vfilings.com
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November 17, 2003
RE: CONTRACT FOR EDGAR SERVICES
NANNACO INC.
I would like to take this opportunity to introduce you to a package
program of services from Vintage Filings, LLC as a method of saving your public
company the typical costs associated with EDGAR filings and SEC reporting
requirements.
I. Consulting Services
Vintage Filings has and will continue to provided the following
consulting and advisory services: a review your Company's prior filings for the
period of the prior twelve months and, while taking into consideration the new
requirements of Sarbanes Oxley, analyze how best to economically edgarize your
filings and determine a cost effective plan to edgarize filings you are likely
to require over the next 12 months. We will provide you, on a timely basis, with
updates regarding SEC edgar filing software and new developments with regard to
SEC filing forms and HTML requirements. If needed, we can assist and train the
Company how to file Section 16 reporting requirement (Forms 3, 4 and 5 ) on-line
and assist in obtaining edgar access codes for the Company's officers, directors
and 10% shareholders. We will also assist in formatting filings which may
include Forms 3, 4, 5 13Gs, 13Ds, S-8, 8K, 10Q, 10K, S-3, SB-2, S-2 and proxy
statements. In analyzing the expected costs we have taken into account the
typical costs associated with - text and tabular pages - amended proofs and
changed pages / expedited fees - test filing and real time live filing fees -
all email distributions of PDF EDGAR proofs - all facsimile transmissions of
EDGAR proofs - all 12b25 and NT-10K extension forms - SEC filing of a Form ID
II. Fees
As part of this Agreement, we agree to provide all of the above-described
unlimited edgarizing services for the Company's SEC filings for 12 months. In
return for these services included in this agreement, you have agreed to issue,
to our below named individuals, shares of the Company's Common Stock to be
registered under Form S-8 in the following amounts:
- 1,500,000 shares to be registered in the name of
Shai Z. Stern -
43 Maple Avenue
Cedarhurst, NY 11516
- 1,500,000 shares to be registered in the name of
Seth Farbman -
301 Eastwood Road
Woodmere, NY 11598
Such shares must be registered on a Form S-8 registration statement within 10
days from the date hereof.
We would also, request a two year warrant to purchase 3,000,000 shares at an
exercise price of $.02 per share and 3,000,000 shares at an exercise price of
$.03 cents however the holders shall not individually own more than 4.9% of the
tital shares of the Company's outstanding common shares.
We would appreciate the opportunity to further develop our long-term
relationship and be of service to you and your Company. Please feel free to
contact us at (212) 953-4901 or via email at efilings@vfilings.com. Please
confirm agreement by signing and faxing to 516-569-6084. We look forward to
beginning of a mutually beneficial relationship.
Best wishes,
Seth A. Farbman, Esq.
Co-Chairman and President
AGREED:
COMPANY:
By: _________________________________________