UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): Augst 23, 2004
Nannaco, Inc.
(Exact name of registrant as specified in its charter)
Texas
(State or other jurisdiction of incorporation)
000-50672
(Commission File Number)
74-2891747
(IRS Employer Identification No.)
7235 North Creek Loop, Gig Harbor, WA 98335
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (253) 853-3632
---------------------------------------------------
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
FORM 8-K
Nannaco, Inc.
Section 1 - Registrant's Business and Operations
Section 2 - Financial Information
Section 3 - Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
On August 23, 2004 Nannaco, Inc. ("Registrant") sold 10,000,000 shares of
newly designated Series A Convertible Preferred Stock. (See, Item 3.03 Changes
in Rights of Security Holders of this Form 8-K)
The Series A Convertible Preferred Stock was sold by Registrant pursuant to a
Subscription Agreement in reliance on the Securities Act of 1933 and Regulation
S and Rule 144A of the rules and regulations of the Securities and Exchange
Commission. The obligation to buy the Series A Convertible Preferred Stock
created by the Subscription Agreement was, on the same date, exchanged for a
promissory note executed by the buyer as maker and the Registrant as holder.
The promissory note is in the principal amount of $100,000, bears interest at
the rate of 2% per annum and will be paid in installments. The first installment
is due on October 15, 2004 in the amount of $10,000 and thereafter installments
of $7,500 plus accrued interest are due each month with all principal and
interest due to be paid on or before October 15, 2005.
In April and May 2004, Registrant issued 12,668,047 shares of common stock. The
shares were issued for the conversion of $60,000 of convertible debentures at
$0.0054825 per share and $7,500 of convertible debentures at $0.00435 per share.
Registrant relied on Section 4 (2) of the Securities Act of 1933 in issuing
these shares of common stock.
Item 3.03 Material Modification to Rights of Security Holders
On August 23, 2004 the Board of Directors of Registrant passed a
resolution designating 10,000,000 shares of the 100,000,000 shares of preferred
stock authorized as Series A Convertible Preferred Stock. Pursuant to the
Designation Certificate, The Series A Convertible Preferred Stock will have no
preferences in the event of liquidation and has no stated dividend rate or
dividend preference. The newly designated Series A Convertible Preferred Stock
has voting rights equal to the equivalent of 100 shares of common stock for each
1 share of Series A Convertible Preferred held. These voting rights are limited
to the specific purpose of voting on a 100 to 1 reverse stock split of
Registrant's issued and outstanding common stock, but not the total authorized
common capital stock, of the Registrant. Otherwise, the Series A Preferred
Convertible Stock has no voting rights on any matter.
The Series A Convertible Preferred Stock is convertible into the common stock of
Registrant at the option of Registrant at a rate calculated to grant all holders
of the Series A Convertible Preferred Stock 5% of Registrant's common stock then
outstanding.
The creation and issuance of the Series A Convertible Preferred Stock affects
the rights and powers of the Registrant's common stock holders in at least two
ways. The common stockholders' voting power on the matter of whether the
Registrant should reverse split the common stock outstanding has been reduced to
approximately thirty-two (32) percent of all shares entitled to vote on the
issue thus assuring that the common stock reverse split will be approved; and,
the relative percentage of the capital stock of the company represented by the
class of common stock issued and outstanding is diminished and may, if new
equity securities are issued after giving effect to the reverse split, be
reduced substantially. As of the effective date of the reverse split, however,
the relative holdings of all equity securities holders will remain the same as
before the reverse split.
Section 4 - Matters Related to Accountants and Financial Statements
Section 5 - Corporate Governance and Management
Section 6 - [Reserved]
Section 7 - Regulation FD
Section 8 - Other Events
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
EXHIBIT NUMBER DESCRIPTION LOCATION
3.4 Designation of Series A Filed Herewith
Convertible Preferred Stock
Subscription Agreement re
10.6 Series A Convertible Preferred Filed Herewith
Stock
10.7 Promissory Note dated August Filed Herewith
23, 2004
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.
(Registrant)
Date : August 26, 2004
/s/ Steve Careaga
- ---------------------------------------
Steve Careaga, Chief Executive Officer