SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 3, 2004
Date of Report (Date of earliest event reported)
NANNACO, Inc.
(Exact name of registrant as specified in its charter)
Texas 333-109425 74-2891747
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
9739 Cobb Street, #1 San Antonio, Texas 78217
(Address of principal executive offices) (Zip Code)
(210) 545-3570
Registrant's telephone number, including area code
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Item 1. Change in Control of Registrant.
(a) On or around October 14, 2003, as consideration for employment services and
issued pursuant to his employment agreement, Seventy Five Million (75,000,000)
shares of common stock of NANNACO, Inc., a Texas corporation ("NANNACO" or the
"Registrant"), were issued to Andrew DeVries, III (the "Issuance"), resulting in
a change of control of the Registrant. Subsequent to the Issuance, Andrew
DeVries, III ("DeVries"), indirectly or directly beneficially owns 77.75%
percent of the voting securities of the Registrant. By virtue of the Issuance,
control was assumed by DeVries from various common stock shareholders of the
Registrant, none of which, by themselves, had direct or indirect control of the
Registrant.
Security Ownership of Certain Beneficial Owners.
<Table>
<Caption>
- ----------------------- ------------------------------- -------------------------- --------------------------
Title of Class Name and Address of Amount and Nature of Percent of Class
Beneficial Owner Beneficial Owner
- ----------------------- ------------------------------- -------------------------- --------------------------
Common Stock Cede & Co. 8,135,200 6.7%
Box 20
Bowling Green Station
New York, NY 10004
- ----------------------- ------------------------------- -------------------------- --------------------------
Common Stock Andrew DeVries, III 93,175,000 77.75%
2935 Thousand Oaks #261
San Antonio, TX 73247
- ----------------------- ------------------------------- -------------------------- --------------------------
</Table>
Security Ownership of Management.
<Table>
<Caption>
- ----------------------- ------------------------------- -------------------------- --------------------------
Title of Class Name and Address of Amount and Nature of Percent of Class
Beneficial Owner Beneficial Owner
- ----------------------- ------------------------------- -------------------------- --------------------------
Common Stock Andrew DeVries, III 93,175,000 77.75%
2935 Thousand Oaks #261
San Antonio, TX 73247
- ----------------------- ------------------------------- -------------------------- --------------------------
</Table>
Item 2. Acquisition or Disposition of Assets.
On or around October 14, 2003, as consideration for employment services and
issued pursuant to his employment agreement, Seventy Five Million (75,000,000)
shares of common stock of the Registrant were issued to DeVries. DeVries is an
affiliate of the Registrant, is the sole officer and director of the Registrant
and, subsequent to the issuance, is its majority shareholder, holding 77.75% of
the issued and outstanding capital stock of NANNACO. Prior to the Issuance,
DeVries held Eighteen Million One Hundred Seventy Five Thousand (18,175,000).
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Item 7. Financial Statements and Exhibits.
(a) None.
(c) The following exhibits are filed as part of this report:
10.1 Employment Agreement between NANNACO, Inc., and Andrew
DeVries, III.
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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.
NANNACO, Inc.
(Name of Registrant)
Date: February 9, 2004 /s/ Andrew DeVries
------------------------------------
By: Andrew DeVries, III
Its: C.E.O.
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