[Letterhead of The Otto Law Group]


                                December 21, 2004


VIA EDGAR CORRESPONDENCE

Jennifer Hardy, Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Mail Stop 4-4
Washington, D.C.  20549-0404

         Re:      Nannaco, Inc.
                  Preliminary Information Statement on Schedule 14C
                  File No. 000-50672

Dear Ms. Hardy:

         We are writing in response to comments issued by the Securities and
Exchange Commission in a letter dated December 17, 2004. We refer to the
Information Statement filed on Schedule 14C by Nannaco, Inc. ("Registrant") on
November 24, 2004, as amended by PRER 14C filed on December 2, 2004 and our
prior response letter to the Commission, dated December 7, 2004. The following
responses, submitted by the Otto Law Group representing Registrant are numbered
to correspond with the numbers contained in the comment letter.

SEC Comment No. 1

         Registrant, in its Schedule 14C and in its prior response to Comments
of the Commission, did not intend to suggest that the proposed merger with Nazz
Productions, Inc., is conditioned upon the proposed reverse stock split, nor
that the merger could only be effected following an occurrence of a reverse
stock split. (See response to SEC Comment No. 2 in this letter). In order to
clarify the intent of the Registrant in relation to the reverse stock split and
proposed merger, the Registrant agrees to add language to the relevant sections
of the Schedule 14C, in particular following the sections where the proposed
merger is mentioned, to specifically state that the proposed merger will be
realized as an event independent of the reverse stock split, and further that
the merger will be preceded by a separate request for shareholder consent and
filing of a subsequent information statement that will include information
pursuant to Schedule 14A, prior to, and as a condition of, the closing of the
merger with Nazz Productions, Inc.





Jennifer Hardy
Division of Corporate Finance
Page 2 of 3

SEC Comment No. 2

         The proposed reverse stock split is only one of several mechanisms by
which the Registrant could issue the requisite number of shares in connection
with the proposed merger such as an amendment to the articles of incorporation
to increase the number of authorized stock of Registrant and a stock repurchase
on the public market followed by re-issuance of the treasury stock. Therefore,
the reverse split is not necessarily required to effect an issuance of stock for
the purposes of the merger. The proposed issuance of stock to Nazz Productions,
Inc., in connection with the merger does not occur until closing of such merger
and will require that the Registrant seek prior shareholder consent. Therefore,
obtaining consent at the same time would not be a greater burden than effecting
a stock split.

SEC Comment No. 3

         Registrant acknowledges that it misstated the breakdown of voting power
required to effect the proposed reverse split. While the Registrant obtained
consent of 51,000,000 shares of the voting capital stock, this amount
constitutes 80% of issued and outstanding stock, but does not constitute voting
power of 1,000,000,000 shares.

 Under the laws of the state of Texas, Registrant's state of incorporation,
Registrant must obtain shareholder consent greater than two thirds of voting
capital stock. Registrant, in amending the current Schedule 14C, will delete the
erroneous information and clarify the consent requirements and the existing and
proposed capitalization


Along with this letter Registrant will submit as a supplement a proposed,
amended Schedule 14C, which will include disclosure addressing the
aforementioned concerns for review by the Commission.

Additionally, in accordance with the Commissions request, Registrant will submit
a statement acknowledging its obligations regarding the adequacy and accuracy of
its disclosure and its understanding of the Commission's right to further action
with respect to this filing.

We hope that these answers satisfy all of the staff's remaining comments and we
will be in contact with you in that regard in the near future. In the meanwhile,
please contact Tracy Shier if you have further questions, or in Mr. Shier's
absence, please contact Todd Van Siclen.




Jennifer Hardy
Division of Corporate Finance
Page 3 of 3


                                        Sincerely yours,

                                        THE OTTO LAW GROUP, PLLC

                                        By:   /s/ Tracy M. Shier
                                              --------------------------------
                                              Traci M. Shier, Attorney at Law

cc:      Andrew P. Schoeffler
         Steve Careaga