SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933, AS AMENDED
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NANNACO, INC.
(Exact name of registrant as specified in its charter)
Texas 74-2891747
(State or other jurisdiction of (I.R.S. Employer ID. No.)
incorporation or organization)
4916 Point Fosdick Dr., Suite 102
Gig Harbor, WA 98335
(Address of Principal Executive Offices)
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AMENDMENT NO. 12 TO CONSULTING SERVICES AGREEMENT BETWEEN
TERRY BYRNE OF BARTHOLOMEW INTERNATIONAL INVESTMENTS LIMITED, INC. and
NANNACO, INC.
(Full Title of Plan)
ENGAGEMENT AGREEMENT BETWEEN NANNACO, INC.
and THE OTTO LAW GROUP, PLLC
(Full Title of Plan)
AMENDMENT NO. 5 TO CONSULTING SERVICES AGREEMENT
BETWEEN BRADFORD VAN SICLEN OF BARTHOLOMEW INTERNATIONAL INVESTMENTS
LIMITED, INC. and NANNACO, INC.
(Full Title of Plan)
AMENDMENT NO. 2 TO CONSULTING SERVICES AGREEMENT BETWEEN
SETH ELLIOT and NANNACO, INC.
(Full Title of Plan)
AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT BETWEEN
ANTHONY JOHN DOYLE and NANNACO, INC.
(Full Title of Plan)
The Otto Law Group, PLLC
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900 Fourth Avenue, Suite 3140
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Seattle, Washington 98164
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(206) 262-9545
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(Name, Address and Telephone Number of Agent for Service of Process)
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If any of the Securities being registered on this Form S-8 are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. |_|
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CALCULATION OF REGISTRATION FEE
Title of Proposed Maximum Proposed
Securities to Amount to be Offering Price Aggregate Maximum
be Registered Registered(1) Per Share(2) Offering Price(2) Amount of Fee(2)
- --------------- -------------- ---------------- ------------------ ---------------
Common Stock, 15,000,000 $.22 $3,300,000 $388.41
$0.001 par value
(1) The Consulting Services Agreement, and the amendments thereto (collectively,
the "Consulting Agreement"), between the Company and Terry Byrne of Bartholomew
International Investments, LLC, provides for 1,666,667 shares of common stock of
the Company to be issued to Terry Byrne. The consultant receiving shares of
common stock of the Company pursuant to the Consulting Agreement shall be
referred to herein as the "Consultant." The general nature and purpose of the
Consulting Agreement is to provide consulting services in connection with
strategic business development and, at the same time, compensate the Consultant
for said consulting services. The term of the Consulting Agreement is one (1)
year, except as amended. The Consulting Agreement may be renewed only by the
mutual written agreement of the Parties. The Company or the Consultant may
terminate the Consulting Agreement at any time by written notice to the other
party. The Consulting Agreement qualifies as an Employee Benefit Plan as defined
under Rule 405 of Regulation C.
(1) The Engagement Agreement (the "Engagement Agreement") between The Otto Law
Group, PLLC ("OLG") and Nannaco, Inc., a Texas corporation (the "Company" or the
"Registrant"), provides for legal services to be rendered by OLG to the Company
on a periodic basis. The Company has chosen to compensate OLG for legal services
rendered, in part, by issuing 5,000,000 shares of the Company's common stock to
David Otto on this Form S-8 registration statement. The general nature and
purpose of the Engagement Agreement is to provide for legal services for the
Company and, at the same time, compensate OLG for said legal services. The
Engagement Agreement does not provide for a specific term, but remains in effect
until terminated by either party. The Engagement Agreement qualifies as an
Employee Benefit Plan as defined under Rule 405 of Regulation C.
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(1) The Consulting Services Agreement, and the amendments thereto (collectively,
the "Consulting Agreement"), between the Company and Bradford Van Siclen of
Bartholomew International Investments, LLC, provides for 1,666,666 shares of
common stock of the Company to be issued to Bradford Van Siclen. The consultant
receiving shares of common stock of the Company pursuant to the Consulting
Agreement shall be referred to herein as the "Consultant." The general nature
and purpose of the Consulting Agreement is to provide consulting services in
connection with strategic business development and, at the same time, compensate
the Consultant for said consulting services. The term of the Consulting
Agreement is one (1) year, except as amended. The Consulting Agreement may be
renewed only by the mutual written agreement of the Parties. The Company or the
Consultant may terminate the Consulting Agreement at any time by written notice
to the other party. The Consulting Agreement qualifies as an Employee Benefit
Plan as defined under Rule 405 of Regulation C.
(1) The Consulting Services Agreement, and the amendments thereto (collectively,
the "Consulting Agreement"), between the Company and Seth Elliot of Bartholomew
International Investments, LLC, provides for 1,666,667 shares of common stock of
the Company to be issued to Bradford Van Siclen. The consultant receiving shares
of common stock of the Company pursuant to the Consulting Agreement shall be
referred to herein as the "Consultant." The general nature and purpose of the
Consulting Agreement is to provide consulting services in connection with
strategic business development and, at the same time, compensate the Consultant
for said consulting services. The term of the Consulting Agreement is one (1)
year, except as amended. The Consulting Agreement may be renewed only by the
mutual written agreement of the Parties. The Company or the Consultant may
terminate the Consulting Agreement at any time by written notice to the other
party. The Consulting Agreement qualifies as an Employee Benefit Plan as defined
under Rule 405 of Regulation C.
(1) The Consulting Services Agreement, and the amendments thereto (collectively,
the "Consulting Agreement"), between the Company and Anthony John Doyle
("Doyle") provides for 5,000,000 shares of common stock of the Company to be
issued to Doyle. The consultant receiving shares of common stock of the Company
pursuant to the Consulting Agreement shall be referred to herein as the
"Consultant." The general nature and purpose of the Consulting Agreement is to
provide consulting services in connection with strategic business development,
at the same time, compensate the Consultant for said consulting services. The
term of the Consulting Agreement is one (1) year, except as amended. The
Consulting Agreement may be renewed only by the mutual written agreement of the
Parties. The Company or the Consultant may terminate the Consulting Agreement at
any time by written notice to the other party. The Consulting Agreement
qualifies as an Employee Benefit Plan as defined under Rule 405 of Regulation C.
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(2) Estimated solely for the purposes of determining the registration fee
pursuant to Rule 457. On September 20, 2005 the fair market value of the
Company's common stock, determined from its closing price on the
Over-the-Counter Bulletin Board was $0.22 per share. On this basis, the maximum
aggregate offering price for the shares being registered hereunder is $3,300,000
and this is the basis for computing the filing fee in accordance with Rule
457(h) and at a rate of the aggregate offering price multiplied by .0001177.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated by reference in
this registration statement: (i) the Company's Annual Report on Form 10-KSB, as
amended, for the fiscal year ended September 30, 2004, (ii) the Company's
Quarterly Report on Form 10-QSB for the period ended December 31, 2004 and March
31, 2005 as amended, and June 30, 2005, (iii) the Company's periodic reports on
Form 8-K, as amended, filed October 29, 2004, May 6, 2005, July 27, 2005 and
August 19, 2005 and (iv) the Company's Form 10-SB registration statement, as
amended, filed June 15, 1999. All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, shall be deemed to be incorporated by reference in this registration
statement and to be part hereof from the date of the filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The Otto Law Group, PLLC, prepared this Registration Statement and the opinion
regarding the authorization, issuance and fully-paid and non-assessable status
of the securities covered by this Registration Statement and has represented the
Registrant in the past on certain legal matters. 5,000,000 shares of common
stock of the Company to be issued to David M. Otto, the beneficial owner of the
shares, are included on this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Texas Business Corporations Act generally allows the Registrant to indemnify
any person who was or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding by reason of the fact that he or
she is or was a director, officer, employee or agent of the Registrant or is or
was serving at the request of the Registrant as a director, officer, employee or
agent of any corporation, partnership, joint venture, trust or other enterprise.
The Registrant may advance expenses in connection with defending any such
proceeding, provided the indemnitee undertakes to pay any such amounts if it is
later determined that such person was not entitled to be indemnified by the
Registrant.
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ITEM 8. EXHIBITS
The Exhibits required to be filed as part of this Registration Statement are
listed in the attached Index to Exhibits and incorporated herein by this
reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
change in volume and price represents no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this registration statement.
(2) That for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(h) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Gig Harbor, Washington, on this 20th day of September 2005.
NANNACO INC.
(Name of Registrant)
Date: September 20, 2005
By: /s/ Steve Careaga
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Name: Steve Careaga
Its: CEO
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INDEX TO EXHIBITS
Number Description
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4.4 Consulting Services Agreement between Bartholomew International
Investments Limited, Inc. and Nannaco, Inc. (1)
4.1a Engagement Agreement with The Otto Law Group, PLLC (1)
4.10a Consulting Services Agreement between Bradford Van Siclen and Nannaco,
Inc. (2)
4.15 Consulting Services Agreement between Seth Elliot and Nannaco, Inc. (3)
4.16 Consulting Services Agreement between Anthony John Doyle and Nannaco, Inc.
(4)
5 Opinion of The Otto Law Group PLLC
10.17 Amendment No. 12 to Consulting Services Agreement between Terry Byrne and
Nannaco, Inc.
10.18 Amendment No. 5 to Consulting Services Agreement between Bradford Van
Siclen and Nannaco, Inc.
10.19 Amendment No. 2 to Consulting Services Agreement between Seth Elliot and
Nannaco, Inc.
10.20 Amendment No. 1 to Consulting Services Agreement between Anthony John
Doyle and Nannaco, Inc.
23.1 Consent of The Otto Law Group, PLLC (contained in Exhibit 5)
23.2 Consent of Independent Registered Public Accounting Firm
(1) Incorporated by reference to the Form S-8 filed by NANNACO, Inc. on
November 21, 2003.
(2) Incorporated by reference to the Form S-8 filed by NANNACO, Inc. on
February 10, 2005.
(3) Incorporated by reference to the Form S-8 filed by NANNACO, Inc. on March
2, 2004.
(4) Incorporated by reference to the Form S-8 filed by NANNACO, Inc. on August
1, 2005.
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