SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933, AS AMENDED
NANNACO, INC.
(Exact name of registrant as specified in its charter)
Texas 74-2891747
(State or other jurisdiction of (I.R.S. Employer ID. No.)
incorporation or organization)
7235 North Creek Loop
Gig Harbor, WA 98335
(Address of Principal Executive Offices)
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AMENDMENT NO. 5 TO CONSULTING SERVICES AGREEMENT BETWEEN
BARTHOLOMEW INTERNATIONAL INVESTMENTS LIMITED, INC. AND NANNACO, INC.
(Full Title of Plan)
ENGAGEMENT AGREEMENT BETWEEN NANNACO, INC., AND THE OTTO LAW GROUP,
PLLC
(Full Title of Plan)
AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT BETWEEN NICOLE
VAN COLLER, AND NANNACO, INC.
(Full Title of Plan)
AMENDMENT NO. 1 CONSULTING SERVICES AGREEMENT BETWEEN VINTAGE FILINGS,
LLC, AND NANNACO, INC.
(Full Title of Plan)
CONSULTING SERVICES AGREEMENT BETWEEN CHRIS EBERSOLE AND NANNACO, INC.
(Full Title of Plan)
EMPLOYMENT AGREEMENT BETWEEN STEVE CAREAGA AND NANNACO, INC.
(Full Title of Plan)
David M. Otto, Esq.
The Otto Law Group, PLLC
900 Fourth Avenue, Suite 3140
Seattle, Washington 98164
(206) 262-9545
(Name, Address and Telephone Number of Agent for Service of Process)
If any of the Securities being registered on this Form S-8 are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. ___
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Title of Securities Amount to be Proposed Maximum Offering Aggregate Offering
to be Registered Registered(1) Price Per Share(2) Price(2) Amount of Fee(2)
- ---------------- ------------- ------------------ -------- ----------------
Common Stock, 56,000,000 $.0064 $358,400 $45.40
$0.001 par value
(1) The engagement agreement (the "Engagement Agreement") between The Otto Law
Group, PLLC ("OLG") and NANNACO, Inc., a Texas corporation (the "Company" or the
"Registrant"), provides for legal services to be rendered by OLG to the Company
on a periodic basis. The Company has chosen to compensate OLG for legal services
rendered, in part, by issuing 10,000,000 shares of the Company's common stock to
David M. Otto, principal of OLG, pursuant to this Form S-8. The general nature
and purpose of the Engagement Agreement is to provide for legal services for the
Company and, at the same time, compensate OLG for said legal services. The
Engagement Agreement does not provide for a specific term, but remains in effect
until terminated by either party. The Engagement Agreement qualifies as an
Employee Benefit Plan as defined under Rule 405 of Regulation C.
(1) The consulting services agreements, as amended where applicable
(collectively, the "Consulting Agreements") between the Company and (i)
Bartholomew International Investments Limited, Inc. ("BIIL") provides for an
additional 25,000,000 shares of common stock of the Company to be issued to
Terry Byrne, (ii) Nicole Van Coller ("Van Coller") provides for 7,500,000 shares
of common stock of the Company to be issued to Van Coller, (iii) Vintage
Filings, LLC (Vintage") provides for 900,000 shares of common stock of the
Company to be issued to Seth Farbman and 900,000 shares to be issued to Shai
Stern, (iv) and Chris Ebersole provides for 7,500,000 shares of common stock of
the Company to be issued to Chris Ebersole. The general nature and purpose of
the Consulting Agreements is to provide for financial, EDGAR, business
development, information technology and general consulting services for the
Company and, at the same time, compensate the Consultants for said consulting
services. The term of each of the Consulting Agreements is one (1) year, unless
otherwise provided therein. The Consulting Agreements may be renewed only by the
mutual written agreement of the parties. The Consulting Agreements may be
terminated at any time by the Company or the Consultants by providing written
notice to the other party. The Consulting Agreements qualify as Employee Benefit
Plans as defined under Rule 405 of Regulation C.
(1) The employment agreement (the "Employment Agreement"), between Steve Careaga
("Careaga") and the Company provides for services to be rendered by Careaga to
the Company as C.E.O. The Company has chosen to compensate Careaga for services
rendered, in part, by issuing 4,200,000 shares of the Company's common stock,
all of which are being registered herein. The general nature and purpose of the
Employment Agreement is to provide for executive officer services for the
Company and, at the same time, compensate Careaga for said services. The
Employment Agreement is has a term of one (1) year. The Employment Agreement
qualifies as an Employee Benefit Plan as defined under Rule 405 of Regulation C.
(2) Estimated solely for the purposes of determining the registration fee
pursuant to Rule 457. On May 10, 2004, the fair market value of the Company's
common stock, determined from its closing price on the Over-the-Counter Bulletin
Board was $.0064 per share. On this basis, the maximum aggregate offering price
for the shares being registered hereunder is $358,400, and this is the basis for
computing the filing fee in accordance with Rule 457(h) and at a rate of the
aggregate offering price multiplied by .0001267.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated by reference in
this registration statement:
(i) the Company's Annual Report on Form 10-KSB, as amended, for the fiscal year
ended September 30, 2003;
(ii) the Company's Quarterly Report on Form 10-QSB and Form 10-QSB, as amended,
for the quarter ended December 31, 2003;
(iii) Reports on Forms 8-K and Forms 8-K, as amended, filed February 10, 2004;
and
(iv) The description of Registrant's common stock contained in our registration
statement on Form 8-A, and any amendment or report filed with the Commission for
the purposes of updating such description.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The Otto Law Group, PLLC, who has prepared this Registration Statement and the
opinion regarding the authorization, issuance and fully-paid and non-assessable
status of the securities covered by this Registration Statement, has represented
the Registrant in the past on certain legal matters. Mr. Otto is the beneficial
owner of approximately 5,000,000 shares of common stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Texas Business Corporation Act expressly authorizes a Texas corporation to
indemnify its directors, officers, employees, and agents against claims or
liabilities arising out of such persons' conduct in such capacities if they
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the Company. In general, these provisions
provide for indemnification in instances when such persons acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the Company.
Additionally, the Articles of Incorporation, as amended ("Articles of
Incorporation") and By-laws of the Company provide that the Company shall
indemnify to the fullest permitted by Texas law any person whom it may indemnify
thereunder, including directors, officers, employees and agents of the Company.
Such indemnification (other than as ordered by a court) shall be made by the
Company only upon a determination that indemnification is proper in the
circumstances because the individual met the applicable standard of conduct.
Advances for such indemnification may be made pending such determination. In
addition, the Articles of Incorporation provide for the elimination, to the
extent permitted by Texas law, of personal liability of directors to the Company
and its stockholders for monetary damages for breach of fiduciary duty as
directors.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Act") may be permitted for directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act.
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ITEM 8. EXHIBITS
The Exhibits required to be filed as part of this Registration Statement are
listed in the attached Index to Exhibits.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
change in volume and price represents no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this registration statement.
(2) That for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
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director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Gig Harbor, Washington, on this 10th day of May, 2004.
NANNACO, INC.
(Name of Registrant)
Date: May 10, 2004 By: /s/ Steve Careaga
--------------------------------------------
Steve Careaga
C.E.O., Principal financial officer, Director
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
5/10/04
/s/ Steve Careaga Sole Director, C.E.O., Principal financial
-------------------------------- officer
Steve Careaga
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INDEX TO EXHIBITS
Number Description
- ------ -----------
4.1 Amendment No. 5 to Consulting Services Agreement between Bartholomew
International Investments Limited, Inc. and NANNACO, Inc.
4.2 Amendment No. 1 to Consulting Services Agreement between Nicole Van
Coller and NANNACO, Inc.
4.3 Engagement Agreement with The Otto Law Group, PLLC(1)
4.4 Amendment No. 1 to Consulting Services Agreement between Vintage
Filings, LLC and NANNACO, Inc.
4.5 Consulting Services Agreement between Chris Ebersole and NANNACO,
Inc.
4.6 Employment Agreement between Steve Careaga and NANNACO, Inc. (2)
5 Opinion of The Otto Law Group PLLC
23.1 Consent of The Otto Law Group, PLLC (contained in exhibit 5)
23.2 Consent of Salberg & Company, CPA
(1) Incorporated by reference to the Form S-8 filed by NANNACO, Inc. on
November 21, 2003.
(2) Incorporated by reference to the Form S-8 filed by NANNACO, Inc. on
March 16, 2004.
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