UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

                        Commission File Number: 333-44188

(CheckOne)        |_|Form 10-K and Form 10-KSB |_|Form 20-F |_|Form 11-K
                  |X|Form 10-Q and Form 10-QSB |_| Form N-SAR

                        For Period Ended: March 31, 2004

                       |_| Transition Report on From 10-K
                       |_| Transition Report on From 20-F
                       |_| Transition Report on From 11-K
                       |_| Transition Report on From 10-Q
                       |_| Transition Report on From N-SAR

              For the Transition Period Ended: ___________________

  Read Instruction (on back page) Before Preparing Form. Please Print or Type.

      NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION
                 HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

      If the notification relates to a portion of the filing checked above,
                                    identify
                 the Item(s) to which the notification relates:

                        PART I -- REGISTRANT INFORMATION

                                  NANNACO, INC.
                             Full Name of Registrant

                              7235 North Creek Loop
            Address of Principal Executive Office (Street and Number)

                              Gig Harbor, WA 98335
                            City, State and Zip Code


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                       PART II -- RULES 12b-25 (b) and (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

|X| (a) The  reasons  described  in  reasonable  detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

|X| (b) The subject annual report, semi-annual report, transition report on Form
10-K, 20-F, 11-K, or Form N-SAR, or portion thereof,  will be filed on or before
the fifteenth  calendar day following  the  prescribed  due date; or the subject
quarterly  report or transition  report on Form 10-Q, or portion thereof will be
filed on or before the fifth calendar day following the prescribed due date; and

|_| (c) The  accountant's  statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.

                              PART III -- NARRATIVE

State below in  reasonable  detail the  reasons why the Form 10-K 20-F,  11-K,
N-SAR, or the transition report or portion thereof,  could not be filed within
the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)

The Registrant has been unable to compile all pertinent  information to complete
the quarterly filing or complete providing the Registrant's  accountant with all
of the accounting information necessary to complete the quarterly report.

                          PART IV -- OTHER INFORMATION

(1)  Name  and  telephone  number  of  persons  to  contact  in  regard  to this
notification.

David M. Otto; (206) 262-9545

(Name) (Area Code) (Telephone Number)

(2) Have all other  periodic  reports  required under Section 13 or 15(d) of the
Securities and Exchange Act of 1934 or Section 30 of the Investment  Company Act
of 1940  during the  preceding  12 months or for such  shorter  period  that the
registrant  was  required  to file such  reports  been  filed?  If answer is no,
identify report(s).

|X| Yes  |_| No

(3) Is it anticipated that any significant  change in results or operations from
the  corresponding  period for the last  fiscal  year will be  reflected  by the
earnings statements to be included in the subject report or portion thereof?

|_| Yes  |X| No

If so, attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if separate, state the reasons why a reasonable estimate of
the results cannot be made.


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                                  NANNACO, INC.
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date:  May 16, 2004                 By: /s/ Steve Careaga
                                    -------------------------------
                                    Steve Careaga


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