Exhibit 4.4

                                 AMENDMENT NO. 1
                                       TO
                          CONSULTING SERVICES AGREEMENT

         THIS FIRST  AMENDMENT TO CONSULTING  SERVICES  AGREEMENT,  dated May 6,
2004 (the  "Fifth  Amendment"),  is by and  between  Vintage  Filings,  LLC (the
"Consultant"), and NANNACO, Inc., a Texas corporation (the "Client").

                                    RECITALS

         A. The  Consultant  and the Client  entered into a Consulting  Services
Agreement  dated April 6, 2004, a copy of which is attached  hereto as Exhibit A
(the  "Agreement"),  pursuant to which the Consultant  agreed to provide certain
consulting services to the Client.

         B. Client and  Consultant  wish to amend  Section 2 of the Agreement to
provide for  additional  consideration  in exchange  for  additional  consulting
services.

                                    AGREEMENT

         NOW,  THEREFORE,  in  consideration  of the  foregoing,  and the mutual
agreements, representations,  warranties and covenants contained herein, and for
other  good  and  valuable   consideration   the  receipt  of  which  is  hereby
acknowledged, the parties hereto agree as follows:

A.  Section 2 of the  Agreement  shall be deleted in its  entirety and is hereby
amended to read as follows:

"2.      Consideration.

         Client agrees to pay Consultant,  as its fee and as  consideration  for
services provided,  6,000,000 shares of common stock of the Client, which shares
shall  be  registered  on Form  S-8.  Further,  the  6,000,000  shares  shall be
allocated  and issued as follows:  (1) 3,000,000  shares to Shai Stern,  and (2)
3,000,000  shares to Seth Farbman.  By amendment dated May 6, 2004 Client agrees
to pay Consultant an additional  1,800,000 shares of common stock of the Client,
which shares shall be registered  on Form S-8.  Further,  the  1,800,000  shares
shall be allocated and issued as follows:  (1) 900,000 shares to Shai Stern, and
(2) 900,000 shares to Seth Farbman."

EXECUTED on the date first set forth above.

                                            CLIENT:

                                            NANNACO, INC.


                                            By:
                                                --------------------------------
                                                Steve Careaga - CEO


                                            CONSULTANT:

                                            VINTAGE FILINGS, LLC


                                            By:
                                                --------------------------------
                                            Name: Seth Farbman
                                            Title: Manager/member


                                            By:
                                                --------------------------------
                                            Name: Shai Stern
                                            Title: Manager/member