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): July 21, 2005 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.) 4916 Point Fosdick Dr., Suite 102, 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 Item 1.01 Entry into a Material Definitive Agreement On July 21, 2005 Nannaco, Inc. ("Registrant"), and Amenni Inc. ("Amenni"), entered into an agreement to merge a wholly owned subsidiary of Registrant with and into Amenni and to rename Registrant "Amenni Inc," (the "reverse merger"). The agreement provides that all of the shares of common stock of Amenni issued and outstanding at the time the merger becomes effective under applicable state law (the "Effective Time"), will be converted into common stock of Registrant such that the current holders of Amenni common stock will hold 97% of all shares of Registrant's common stock outstanding immediately after the closing of this merger transaction. The agreement may be terminated at any time prior to the Effective Time by written agreement; by Amenni for breach of any of the representations and warranties or covenants of Registrant if such breach is not cured within thirty days of written notice; by Registrant for breach of any Amenni representations and warranties or covenants if the breach is not cured within thirty days of written notice; by either party upon completion of due diligence. Section 2 - Financial Information Section 3 - Securities and Trading Markets 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. The financial statements of Amenni and pro forma financial statements of the combined entities will be incorporated by reference in an amendment to this Form 8-K. EXHIBIT NUMBER DESCRIPTION LOCATION 2.2 Agreement and Plan of Merger Filed Herewith 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: June 26, 2005 /s/ Steve Careaga - -------------------------------------- Steve Careaga, Chief Executive Officer