SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT [X]
FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
NANNACO, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[LOGO OF NANNACO, INC.]
7235 NORTH CREEK LOOP
GIG HARBOR, WA 98335
253-853-3632
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE ___, 2004
TO THE SHAREHOLDERS OF Nannaco, Inc.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the "Meeting") of
Nannaco, Inc., a Texas corporation (the "Company"), will be held at the office
of legal counsel to the Company, The Otto Law Group, PLLC, 900 Fourth Avenue,
Suite 3140, Seattle, Washington, 98164 on June ___, 2004 at the hour of 10:00
a.m. local time for the following purposes:
(1) To consider and vote upon a proposal to effect a 100-for-1 reverse-split of
the issued and outstanding shares of the common stock of the Company and to
maintain the amount of shares we are authorized to issue at 500,000,000
("Reverse-Split"); and
(2) To transact such other business as may properly come before the Meeting.
Only shareholders of record at the close of business on May 13, 2004 are
entitled to notice of and to vote at the Meeting or any adjournment thereof. The
Board of Directors recommends that you vote in favor of the Reverse-Split.
By Order of the Board of Directors,
Steve Careaga, Chief Executive Officer
/s/ Steve Careaga
Gig Harbor, Washington
May ___, 2004
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING REGARDLESS OF THE
NUMBER OF SHARES YOU HOLD. YOU ARE INVITED TO ATTEND THE MEETING IN PERSON, BUT
WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE COMPLETE, DATE, SIGN AND PROMPTLY
RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE. IF YOU DO ATTEND THE
MEETING, YOU MAY, IF YOU PREFER, REVOKE YOUR PROXY AND VOTE YOUR SHARES IN
PERSON.
[LOGO OF NANNACO, INC.]
7235 North Creek Loop
Gig Harbor, Washington 98335
(253) 853-3632
SPECIAL MEETING OF SHAREHOLDERS
PROXY STATEMENT
This Proxy Statement and the accompanying proxy are furnished by the Board of
Directors of Nannaco, Inc., a Texas corporation (the "Company"), in connection
with the solicitation of proxies for use at the Special Meeting of Shareholders
(the "Meeting") referred to in the foregoing notice. It is contemplated that
this Proxy Statement, together with the accompanying form of proxy, will be
mailed together to shareholders on or about May ___, 2004.
Only Shareholders of record at the close of business on May 13, 2004 are
entitled to notice of, and to vote at, the Meeting. On that date, there were
issued and outstanding 474,253,389 shares of common stock, par value $0.001 per
share. Each share of common stock is entitled to one vote.
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The presence, in person or by proxy, of the holders of a majority of the shares
of common stock outstanding and entitled to vote at the meeting is necessary to
constitute a quorum. In deciding all questions, a holder of common stock shall
be entitled to one vote in person or by proxy, for each share held in his, her
or its name on the record date. Approval of the 100-for-1 reverse-split of the
issued and outstanding shares and to maintain the amount of shares we are
authorized to issue at 500,000,000 ("Reverse-Split") will require the
affirmative vote of two-thirds (2/3) of the outstanding shares of the common
stock. The ratification or approval of all other proposals will be decided by a
majority of the votes cast at the Meeting unless a greater number of votes is
required by the Company's Articles of Incorporation, the Company's Bylaws or
applicable law.
All proxies received pursuant to this solicitation will be voted (unless
revoked) at the Meeting or any adjournment thereof in the manner directed by a
shareholder and, if no direction is made, will be voted FOR the Reverse-Split.
If any other matters are properly presented at the meeting for action, which is
not presently anticipated, the proxy holders will vote the proxies (which confer
authority to such holders to vote on such matters) in accordance with their best
judgment. A proxy given by a shareholder may nevertheless be revoked at any time
before it is voted by delivery of a written instrument of revocation or a duly
executed proxy bearing a later date to the Chief Executive Officer of Nannaco,
Inc., 7235 North Creek Loop, Gig Harbor, Washington 98335. Furthermore, any
person who has executed a proxy but is present at the Meeting may vote in person
instead of by proxy, thereby canceling any proxy previously given, whether or
not written revocation of such proxy has been given.
Votes cast by proxy or in person at the Meeting will be counted by persons
appointed by the Company to act as election inspectors for the Meeting. The
election inspectors will treat shares represented by proxies that reflect
abstentions as shares that are present and entitled to vote for purposes of
determining the presence of a quorum and for purposes of determining the outcome
of any matter submitted to the Company's shareholders for a vote. Abstentions
have the effect of a vote "against" the matters to which the abstention has been
cast.
The election inspectors will treat shares referred to as "broker non-votes"
(i.e., shares held by brokers or nominees for which instructions have not been
received from the beneficial owner(s) or persons entitled to vote and for which
the broker or nominee does not have discretionary voting power on a particular
matter) as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. However, for purposes of determining the
outcome of any matter as to which the broker or nominee has physically indicated
on the proxy that it does not have discretionary authority to vote, those shares
will be treated as not present and not entitled to vote with respect to that
matter (even though those shares are considered entitled to vote for quorum
purposes and may be entitled to vote on other matters).
Notwithstanding the above, for purposes of determining the outcome of any matter
for which the broker or nominee lacking discretion to vote has delivered a proxy
but has failed to physically indicate on the proxy the lack of authority to
vote, the shares will be treated as present and will be voted in accordance with
the instructions on the proxy card (i.e., as a vote FOR the amendment to the
Company's Articles of Incorporation to effect the Reverse-Split).
SOLICITATION EXPENSES
All expenses in connection with the solicitation of proxies will be paid by the
Company. In addition to solicitation by mail, officers, directors and regular
employees of the Company who will receive no extra compensation for their
services may solicit proxies personally or by other appropriate means.
Management does not intend to use specially engaged employees or paid solicitors
for such solicitation. Management intends to solicit proxies which are held of
record by brokers, dealers, banks, or voting trustees, or their nominees, and
may pay the reasonable expenses of such record holders for completing the
mailing of solicitation materials to persons for whom they hold the shares.
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INTEREST OF CERTAIN PERSONS IN FAVOR OF OR OPPOSITION
TO MATTERS ACTED UPON
The Company is not aware of any interest that would be substantially affected
through the adoption of the Reverse-Split whether adversely or otherwise.
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of May 13, 2004 by (a) each of the
Company's directors and executive officers, (b) all of the Company's directors
and executive officers as a group and (c) each person known by the Company to be
the beneficial owner of more than five percent (5%) of its outstanding common
stock.
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS (1)
-------------------- ----------
Steve Careaga
Chief Executive Officer
7235 North Creek Loop 5,000,000 1.05%
Gig Harbor, Washington 98335
Andrew DeVries 93,175,000 19%
2935 THOUSAND OAKS #261
San Antonio, TX 78247
All officers and directors
as a group (only Steve Careaga) 5,000,000 1.05%
(1) This table is based on 474,253,389 shares of common stock issued and
outstanding on May 13, 2004.
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to our highest
paid officers and directors for our fiscal year ended December 31, 2003. No
other compensation was paid to any such officer or directors other than the cash
compensation set forth below.
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- --------------------------------------------------------------------------------------------------------------------
Annual Compensation Long-Term Compensation
------------------------------- ---------------------------------------------
Awards Pay-Outs
--------------------- --------------------------------
Other Securities All
Annual Restricted Under- Other
Name and Compen- Stock lying Compen-
Principal Salary Bonus sation Award(s) Options/ sation
Position Year ($) ($) ($) ($) SARs (#) LTIP Payouts ($)
- --------------------------------------------------------------------------------------------------------------------
Andrew 2001 $78,000 -0- -0- -0- -0- -0-
DeVries(1) 2002 $24,000 -0- -0- -0- -0- -0-
2003 $91,667 -0- -0- 90,000,000 -0- -0-
(1) former President, Chief Executive Officer and Director
(1) The 90,000,000 was comprised of two issuances - 15,000,000 and 75,000,000:
15,000,000 - 4,341,571 of the shares were issued to settle $66,759 of accrued
and unpaid salary. In accordance with an amended employment agreement for the
President, these shares were valued based upon a thirty percent (30%) discount
to the average stock price for the month of June 2003, or $0.015 per share.
There was no loss on settlement recorded since this was a related party
transaction. The remaining 10,658,429 shares were valued based upon the losing
price on June 30, 2003, or $0.03 per share and the resulting $319,753 was
expensed to operations as compensation in the accompanying statement of
operations for the year ended September 30, 2003.
75,000,000 - 4,347,826 were issued to settle $50,000 of accrued and unpaid
salary for the President through September 30, 2003. In accordance with the
amended employment agreement, these shares were valued based upon a thirty
percent (30%) discount to the average stock price for the month of September or
$0.012 per share. There was no loss on settlement recorded since this was a
related party transaction. The remaining 70,652,174 shares were valued based
upon the closing price on September 30, 2003, or $0.025 per share and the
resulting $1,766,304 balance has been recorded as Deferred Compensation in the
accompanying balance sheet at September 30, 2003. The deferred compensation
balance will be amortized over the remaining life of the employment agreement
from October 1, 2003 through June 1, 2005.
Mr. Careaga has a one (1) year employment agreement with the Company. Our
officers and directors do not hold any options or warrants to purchase shares of
our common stock.
THE REVERSE-SPLIT
Under our Articles of Incorporation, as amended, there are 500,000,000 shares of
Common Stock and 100,000,000 shares of Preferred Stock authorized for issuance.
Our Board of Directors has unanimously authorized and approved effecting a
100-for-1 reverse-split of the issued and outstanding shares and to maintain the
amount of shares we are authorized to issue at 500,000,000.
As of May 13, 2004, a total of 474,253,389 shares of the Company's currently
authorized 500,000,000 shares of common stock are issued and outstanding.
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THE REVERSE-SPLIT MUST BE APPROVED BY TWO-THIRDS (2/3) OF THE OUTSTANDING SHARES
OF COMMON STOCK. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE TO APPROVE THE
REVERSE-SPLIT
ADDITIONAL AND AVAILABLE INFORMATION
The Company is subject to the informational filing requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith, is
required to file periodic reports, proxy statements and other information with
the SEC relating to its business, financial condition and other matters. Such
reports, proxy statements and other information can be inspected and copied at
the public reference facility maintained by the SEC at 450 Fifth Street, N.W.,
Room 1024, and Washington, D.C. 20549. Information regarding the public
reference facilities may be obtained from the SEC by telephoning 1-800-SEC-0330.
Our filings are also available to the public on the SEC's website (www.sec.gov).
Copies of such materials may also be obtained by mail from the Public Reference
Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates.
STATEMENT OF ADDITIONAL INFORMATION
The Company's Annual Report on Form 10-KSB for the year ended December 31, 2003
and Quarterly Reports on Form 10-QSB, for the quarters ended March 31, 2003,
June 30, 2004 and September 30, 2004, have been incorporated herein by this
reference.
The Company will provide without charge to each person, including any beneficial
owner of our common stock, to whom a copy of this Proxy Statement has been
delivered, on written or oral request, a copy of any and all of the documents
referred to above that have been or may be incorporated by reference herein
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference herein).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Proxy Statement shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Proxy Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Proxy Statement.
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COMPANY CONTACT INFORMATION
All inquiries regarding the Company should be addressed to Steve Careaga, Chief
Executive Officer, at the Company's principal executive offices: Nannaco, Inc.,
7235 North Creek Loop, Gig Harbor, Washington 98335, telephone number (253)
853-3632.
OTHER MATTERS
As of the date of this Proxy Statement, the board of directors knows of no other
matters other than those described above which will be presented for action at
the Meeting. If any other matters properly come before the Meeting, or any
adjournments, the people voting the board of director proxies will vote them in
accordance with their best judgment and discretionary authority to do so is
included in the proxy.
By Order of the Board of Directors
Steve Careaga, Chief Executive Officer
/s/ Steve Careaga
Gig Harbor, Washington
May ___, 2004
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PROXY -- SPECIAL MEETING OF SHAREHOLDERS -- JUNE ___, 2004
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned, a shareholder of Nannaco, Inc., a Texas corporation (the
"Company"), does hereby appoint Steve Careaga and Terence Byrne, and each of
them, the true and lawful attorneys and proxies, with full power of
substitution, for and in the name, place and stead of the undersigned, to vote,
as designated below, all of the shares of stock of the Company which the
undersigned would be entitled to vote if personally present at the Special
Meeting of Shareholders of the Company to be held at the office of legal counsel
to the Company, The Otto Law Group, PLLC, 900 Fourth Avenue, Suite 3140,
Seattle, Washington, 98164 at 10:00 a.m., local time, and at any adjournment or
adjournments thereof.
Please mark votes as in this example: [X]
UNLESS OTHERWISE DIRECTED, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATIONS OF THE BOARD OF DIRECTORS.
1. Approval of a 100-for-1 reverse-split of the issued and outstanding shares
and to maintain the amount of shares the Company is authorized to issue at
500,000,000.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. To vote with discretionary authority with respect to all other matters
which may come before the meeting.
The undersigned hereby revokes any proxy or proxies heretofore given and
ratifies and confirms all that the proxies appointed hereby, or either one of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof. Both of said proxies or their substitutes who shall be present and act
at the meeting, or if only one is present and acts, then that one, shall have
and may exercise all of the powers hereby granted to such proxies. The
undersigned hereby acknowledges receipt of a copy of the Notice of Special
Meeting and Proxy Statement, both dated May ___, 2004.
[ ] MARK HERE FOR ADDRESS CHANGE AND INDICATE CHANGE:
Dated: ____________, 2004
SIGNATURE(S)
SIGNATURE(S)
NOTE: Your signature should appear the same as your name appears hereon. In
signing as attorney, executor, administrator, trustee or guardian, please
indicate the capacity in which signing. When signing as joint tenants, all
parties in the joint tenancy must sign. When a proxy is given by a corporation,
it should be signed by an authorized officer and the corporate seal affixed. No
postage is required if returned in the enclosed envelope and mailed in the
United States.
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