-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GKSU+k+1A5LCb/bFFz9zu0t+VFvWAZfS5agILi+vr8Cebq0g0D4k6NSNBADbYbfZ ZL//BPB6VlQ8khdUifxTKQ== 0001144204-05-006869.txt : 20050307 0001144204-05-006869.hdr.sgml : 20050307 20050307162753 ACCESSION NUMBER: 0001144204-05-006869 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20050307 DATE AS OF CHANGE: 20050307 EFFECTIVENESS DATE: 20050307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NANNACO INC CENTRAL INDEX KEY: 0001112748 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 000000000 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-123171 FILM NUMBER: 05664292 BUSINESS ADDRESS: STREET 1: 7235 NORTH CREEK LOOP STREET 2: . CITY: GIG HARBOR STATE: WA ZIP: 98335 BUSINESS PHONE: (253) 853-3632 MAIL ADDRESS: STREET 1: 7235 NORTH CREEK LOOP STREET 2: . CITY: GIG HARBOR STATE: WA ZIP: 98335 S-8 1 v14009_s8.txt SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 -------------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED -------------------------------------- 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) 4906 Point Fosdick Dr., Suite 102 Gig Harbor, WA 98335 (Address of Principal Executive Offices) -------------------------------------- AMENDMENT NO. 7 TO CONSULTING SERVICES AGREEMENT BETWEEN TERRY BYRNE OF BARTHOLOMEW INTERNATIONAL INVESTMENTS LIMITED, INC. and NANNACO, INC. (Full Title of Plan) AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT BETWEEN MICHAEL PARK and NANNACO, INC. (Full Title of Plan) AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT BETWEEN BRUCE ARTHUR HALL and NANNACO, INC. (Full Title of Plan) AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT BETWEEN BRADFORD VAN SICLEN OF BARTHOLOMEW INTERNATIONAL INVESTMENTS LIMITED, INC. and NANNACO, INC. (Full Title of Plan) AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT BETWEEN KEVIN EVANS and NANNACO, INC. (Full Title of Plan) ENGAGEMENT AGREEMENT BETWEEN NANNACO, INC. and THE OTTO LAW GROUP, PLLC (Full Title of Plan) David M. Otto, Esq. The Otto Law Group, PLLC 900 Fourth Avenue, Suite 3140 Seattle, Washington 98164 (206) 262-9545 -------------------------------------------------------------------- (Name, Address and Telephone Number of Agent for Service of Process) 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. ___ -------------------------------------------------------------------- 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, 45,000,000 $.021 $945,000 $111.76 $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 Limited, Inc. ("BIIL") provides for 7,500,000 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 Consulting Services Agreement, and the amendments thereto (collectively, the "Consulting Agreement") between the Company and Michael Park ("Park") provides for 5,000,000 shares of common stock of the Company to be issued to 2 Park. 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 Bruce Arthur Hall ("Hall") provides for 3,000,000 shares of common stock of the Company to be issued to Hall. 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 Bradford Van Siclen of Bartholomew International Investments Limited, Inc. ("BIIL") provides for 7,500,000 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 Kevin Evans ("Evans") provides for 2,000,000 shares of common stock of the Company to be issued to Evans. 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 3 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 20,000,000 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. (2) Estimated solely for the purposes of determining the registration fee pursuant to Rule 457. On March 3, 2005, the fair market value of the Company's common stock, determined from its closing price on the Over-the-Counter Bulletin Board was $.021 per share. On this basis, the maximum aggregate offering price for the shares being registered hereunder is $949,500 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, as amended, for the period ended December 31, 2003, March 31, 2004, and June 30, 2004 (iii) the Company's periodic reports on Form 8-K, as amended, filed January 13, 2004, February 10, 2004, August 27, 2004, and October 29, 2004 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. 4 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. 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. 5 (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. (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 3rd day of March, 2005. NANNACO INC. (Name of Registrant) Date: March 3, 2005 By: /s/ Steve Careaga --------------------------- Name: Steve Careaga Its: CEO 6 INDEX TO EXHIBITS Number Description - ------ ----------- 4.1 Consulting Services Agreement between Bartholomew International Investments Limited, Inc. and Nannaco, Inc. (1) 4.2 Engagement Agreement with The Otto Law Group, PLLC (1) 4.3 Consulting Services Agreement between Michael Park and Nannaco, Inc. (2) 4.4 Consulting Services Agreement between Bruce Arthur Hall and Nannaco, Inc. (3 ) 4.5 Consulting Services Agreement between Bradford Van Siclen and Nannaco, Inc. (4 ) 4.6 Consulting Services Agreement between Kevin Evans and Nannaco, Inc. (4 ) 4.7 Amendment No.8 to Consulting Services Agreement between Terry Byrne and Nannaco, Inc. 4.8 Amendment No.2 to Consulting Services Agreement between Michael Park and Nannaco, Inc. 4.9 Amendment No.1 to Consulting Services Agreement between Bruce Arthur Hall and Nannaco, Inc. 4.10 Amendment No.1 to Consulting Services Agreement between Bradford Van Siclen and Nannaco, Inc. 4.11 Amendment No.1 to Consulting Services Agreement between Kevin Evans 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 April 15, 2004. (3) Incorporated by reference to the Form S-8 filed by NANNACO, Inc. on November 10, 2004. (4) Incorporated by reference to the Form S-8 filed by NANNACO, Inc. on February 10, 2005. 7 EX-4.7 2 v14009_ex4-7.txt EXHIBIT 4.7 AMENDMENT NO. 8 TO CONSULTING SERVICES AGREEMENT THIS EIGHTH AMENDMENT TO CONSULTING SERVICES AGREEMENT, dated March 3, 2005 (the "Eighth Amendment"), is by and between Terry Byrne of Bartholomew International Investments, LLC (the "Consultant"), and NANNACO, Inc., a Texas corporation (the "Client"). RECITALS A. The Consultant and the Client entered into a Consulting Services Agreement dated November 17, 2003, a copy of which is attached hereto as Exhibit A (the "Agreement"), pursuant to which the Consultant agreed to provide certain consulting services to the Client. B. The Consultant and the Client entered into an Amendment No. 1 to Consulting Services Agreement dated January 12, 2004, a copy of which is attached hereto as Exhibit B (the "First Amendment"), pursuant to which the Consultant agreed to provide certain consulting services to the Client. C. The Consultant and the Client entered into an Amendment No. 2 to Consulting Services Agreement dated February 18, 2004, a copy of which is attached hereto as Exhibit C (the "Second Amendment"), pursuant to which the Consultant agreed to provide certain consulting services to the Client. D. The Consultant and the Client entered into an Amendment No. 3 to Consulting Services Agreement dated March 15, 2004, a copy of which is attached hereto as Exhibit D (the "Third Amendment"), pursuant to which the Consultant agreed to provide certain consulting services to the Client. E. The Consultant and the Client entered into an Amendment No. 4 to Consulting Services Agreement dated April 9, 2004, a copy of which is attached hereto as Exhibit E (the "Fourth Amendment"), pursuant to which the Consultant agreed to provide certain consulting services to the Client. F. The Consultant and the Client entered into an Amendment No. 5 to Consulting Services Agreement dated May 6, 2004, a copy of which is attached hereto as Exhibit F (the "Fifth Amendment"), pursuant to which the Consultant agreed to provide certain consulting services to the Client. G. The Consultant and the Client entered into an Amendment No. 6 to Consulting Services Agreement dated October 20, 2004, a copy of which is attached hereto as Exhibit G (the "Sixth Amendment"), pursuant to which the Consultant agreed to provide certain consulting services to the Client. H The Consultant and the Client entered into an Amendment No. 7 to Consulting Services Agreement dated February 3, 2005 a copy of which is attached hereto as Exhibit H (the "Seventh Amendment"), pursuant to which the Consultant agreed to provide certain consulting services to the I. Client and Consultant wish to amend Section 2 and Section 6 of the Agreement to provide for additional consideration in exchange for additional consulting services and to extend the term of the Agreement. AGREEMENT NOW, THEREFORE, in consideration of the foregoing, and the mutual agreements, representations, warranties and covenants contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto agree as follows: A. Section 2 of the Agreement shall be deleted in its entirety and is hereby amended to read as follows: "2. Consideration. Client agrees to pay Consultant, as his fee and as consideration for services provided, 12,500,000 shares of common stock of the Client. By amendment dated January 12, 2004 Client agrees to pay Consultant an additional 15,000,000 shares of common stock of the Client, which shares shall be registered on Form S-8. By amendment dated February 18, 2004 Client agrees to pay Consultant an additional 10,000,000 shares of common stock of the Client, which shares shall be registered on Form S-8. By amendment dated March 15, 2004 Client agrees to pay Consultant an additional 15,000,000 shares of common stock of the Client, which shares shall be registered on Form S-8. By amendment dated April 9, 2004 Client agrees to pay Consultant an additional 15,000,000 shares of common stock of the Client, which shares shall be registered on Form S-8. By amendment dated May 6, 2004 Client agrees to pay Consultant an additional 25,000,000 shares of common stock of the Client, which shares shall be registered on Form S-8. By amendment dated October 20, 2004 Client agrees to pay Consultant an additional 25,000,000 shares of common stock of the Client, which shares shall be registered on Form S-8. By amendment dated February 3, 2005 Client agrees to pay Consultant an additional 7,500,000 shares of common stock of the Client, which shares shall be registered on Form S-8. By amendment dated March 3, 2005 Client agrees to pay Consultant an additional 7,500,000 shares of common stock of the Client, which shares shall be registered on Form S-8. Shares issued pursuant to this Eighth Amendment shall be issued to Terry Byrne, the natural person performing the consulting services for Client through Consultant. 2 All shares and certificates representing such shares shall be subject to applicable SEC, federal, state (Blue sky) and local laws and additional restrictions set forth herein." B. Section 6 of the Agreement shall be deleted in its entirety and is hereby amended to read as follows: "6. Termination and Renewal. (a) Term. This Agreement shall become effective on the date appearing above and terminate one (1) year thereafter (the "Term"). Unless otherwise agreed upon in writing by Consultant and Client or otherwise provided herein, any amendment to this Agreement shall automatically have the effect of extending the Term of the Agreement until the later of one hundred eighty (180) days following the original Term or for an additional one hundred eighty (180) days following the date of such amendment. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and have agreed to and accepted the terms herein on the set forth above. CLIENT: NANNACO, INC. By: -------------------------- Steve Careaga - CEO CONSULTANT: TERRY BYRNE By: -------------------------- Name: Terry Byrne 3 EX-4.8 3 v14009_ex4-8.txt EXHIBIT 4.8 AMENDMENT NO. 2 TO CONSULTING SERVICES AGREEMENT THIS SECOND AMENDMENT TO CONSULTING SERVICES AGREEMENT, dated March 3, 2005 (the "Second Amendment"), is by and between Michael Park (the "Consultant"), and NANNACO, Inc., a Texas corporation (the "Client"). RECITALS A. The Consultant and the Client entered into a Consulting Services Agreement dated April 14, 2004, a copy of which is attached hereto as Exhibit A (the "Agreement"), pursuant to which the Consultant agreed to provide certain consulting services to the Client. B. The Consultant and the Client entered into a Consulting Services Agreement dated February 3, 2005, a copy of which is attached hereto as Exhibit B (the "Agreement"), pursuant to which the Consultant agreed to provide certain consulting services to the Client. C. Client and Consultant wish to amend Section 2 and Section 5 of the Agreement to provide for additional consideration in exchange for additional consulting services and to extend the term of the Agreement. AGREEMENT NOW, THEREFORE, in consideration of the foregoing, and the mutual agreements, representations, warranties and covenants contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto agree as follows: A. Section 2 of the Agreement shall be deleted in its entirety and is hereby amended to read as follows: "2. Consideration. Client agrees to pay Consultant, as his fee and as consideration for services provided, 1,500,000 shares of common stock of the Client, which shares shall be registered on Form S-8 with the United States Securities and Exchange Commission. By amendment dated February 3, 2005 Client agrees to pay Consultant an additional 5,000,000 shares of common stock of the Client, which shares shall be registered on Form S-8. By amendment dated March 3, 2005 Client agrees to pay Consultant an additional 5,000,000 shares of common stock of the Client, which shares shall be registered on Form S-8. All shares and certificates representing such shares shall be subject to applicable SEC, federal, state (Blue sky) and local laws and additional restrictions set forth herein." 1 B. Section 5 of the Agreement shall be deleted in its entirety and is hereby amended to read as follows: "5. Termination and Renewal. (A) Term. This Agreement shall become effective on the date set forth above. This Agreement shall automatically terminate after (6) months (the "Term"). Unless otherwise agreed upon in writing by Consultant and Client or otherwise provided herein, any amendment to this Agreement shall automatically have the effect of extending the Term of the Agreement until the later of one hundred eighty (180) days following the original Term or for an additional one hundred eighty (180) days following the date of such amendment." IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and have agreed to and accepted the terms herein on the date written above. CLIENT: NANNACO, INC. By: -------------------------- Name: Steve Careaga Its: CEO CONSULTANT: By: -------------------------- Name: Michael Park 2 EX-4.9 4 v14009_ex4-9.txt EXHIBIT 4.9 AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT THIS FIRST AMENDMENT TO CONSULTING SERVICES AGREEMENT, dated March 2, 2005 (the "First Amendment"), between Bruce Arthur Hall ("Consultant"), and Nannaco, Inc., a Texas corporation ("Client"). RECITALS A. The Consultant and the Client entered into a Consulting Services Agreement dated September 1, 2004 a copy of which is attached hereto as Exhibit A (the "Agreement"), pursuant to which the Consultant agreed to provide certain consulting services to the Client. B. Client and Consultant wish to amend Section 2 of the Agreement to provide additional stock to Consultant in order to adjust for a subsequent reverse stock-split and overall decrease price per share following entry into the September 1, 2004 Agreement. AGREEMENT NOW, THEREFORE, in consideration of the foregoing, and the mutual agreements, representations, warranties and covenants contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto agree as follows: A. Section 2 of the Agreement shall be deleted in its entirety and shall read as follows: "2. Consideration. Client agrees to pay Consultant, in full satisfaction of all prior services rendered to Client, billed or unbilled, and for services going forward as set forth in Schedule A, attached hereto, the amount of 2,000,000 shares of common stock in the Client. By amendment dated March 2, 2005 Client agrees to pay Consultant an additional Three Million (3,000,000) shares of common stock of the Client. All shares and certificates representing such shares shall be subject to applicable SEC, federal, state (Blue sky) and local laws and additional restrictions set forth herein." [Signature blocks appear on the following page] EXECUTED on the date first set forth above. CLIENT: Nannaco, Inc. By: --------------------------- Name: Steve Careaga Its: CEO CONSULTANT: By: --------------------------- Name: Bruce Arthur Hall 2 Exhibit A Consulting Services Agreement 3 EX-4.10 5 v14009_ex4-10.txt EXHIBIT 4.10 AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT THIS FIRST AMENDMENT TO CONSULTING SERVICES AGREEMENT, dated March 3, 2005 (the "First Amendment"), is by and between Bradford Van Siclen of Bartholomew International Investments, LLC (the "Consultant"), and NANNACO, Inc., a Texas corporation (the "Client"). RECITALS A. The Consultant and the Client entered into a Consulting Services Agreement dated February 3, 2005 a copy of which is attached hereto as Exhibit A (the "Agreement"), pursuant to which the Consultant agreed to provide certain consulting services to the Client. B. Client and Consultant wish to amend Section 2 and Section 6 of the Agreement to provide for additional consideration in exchange for additional consulting services and to extend the term of the Agreement. AGREEMENT NOW, THEREFORE, in consideration of the foregoing, and the mutual agreements, representations, warranties and covenants contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto agree as follows: A. Section 2 of the Agreement shall be deleted in its entirety and is hereby amended to read as follows: "2. Consideration. Client agrees to pay Consultant, as his fee and as consideration for services provided, 5,000,000 shares of common stock of the Client, which shares shall be registered on Form S-8 with the United States Securities and Exchange Commission (the "SEC"). By amendment dated March 3, 2005 Client agrees to pay Consultant an additional 7,500,000 shares of common stock of the Client, which shares shall be registered on Form S-8. Shares issued pursuant to this Agreement shall be issued to Bradford Van Siclen, the natural person performing the consulting services for Client through Consultant. All shares and certificates representing such shares shall be subject to applicable SEC, federal, state (Blue sky) and local laws and additional restrictions set forth herein." 1 B. Section 6 of the Agreement shall be deleted in its entirety and is hereby amended to read as follows: "6. Termination and Renewal. (a) Term. This Agreement shall become effective on the date appearing next to the signatures below and terminate twelve (12) months thereafter (the "Term"). Unless otherwise agreed upon in writing by Consultant and Client or otherwise provided herein, any amendment to this Agreement shall automatically have the effect of extending the Term of the Agreement until the later of one hundred eighty (180) days following the original Term or for an additional one hundred eighty (180) days following the date of such amendment." IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and have agreed to and accepted the terms herein on the date written above. CLIENT: NANNACO, INC. By: --------------------------- Name: Steve Careaga Its: CEO CONSULTANT: By: --------------------------- Name: Bradford Van Siclen 2 EX-4.11 6 v14009_ex4-11.txt EXHIBIT 4.11 AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT THIS FIRST AMENDMENT TO CONSULTING SERVICES AGREEMENT, dated March 3, 2005 (the "First Amendment"), is by and between Kevin Evans (the "Consultant"), and NANNACO, Inc., a Texas corporation (the "Client"). RECITALS A. The Consultant and the Client entered into a Consulting Services Agreement dated February 3, 2005 a copy of which is attached hereto as Exhibit A (the "Agreement"), pursuant to which the Consultant agreed to provide certain consulting services to the Client. B. Client and Consultant wish to amend Section 2 and Section 6 of the Agreement to provide for additional consideration in exchange for additional consulting services and to extend the term of the Agreement. AGREEMENT NOW, THEREFORE, in consideration of the foregoing, and the mutual agreements, representations, warranties and covenants contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto agree as follows: A. Section 2 of the Agreement shall be deleted in its entirety and is hereby amended to read as follows: "2. Consideration. Client agrees to pay Consultant, as his fee and as consideration for services provided, 2,000,000 shares of common stock of the Client, which shares shall be registered on Form S-8 with the United States Securities and Exchange Commission (the "SEC"). By amendment dated March 3, 2005 Client agrees to pay Consultant an additional 2,000,000 shares of common stock of the Client, which shares shall be registered on Form S-8. All shares and certificates representing such shares shall be subject to applicable SEC, federal, state (Blue sky) and local laws and additional restrictions set forth herein." 1 B. Section 6 of the Agreement shall be deleted in its entirety and is hereby amended to read as follows: 6. Termination and Renewal. (a) Term. This Agreement shall become effective on the date appearing next to the signatures below and terminate twelve (12) months thereafter. Unless otherwise agreed upon in writing by Consultant and Client, this Agreement shall not automatically be renewed beyond its Term. "6. Termination and Renewal. (a) Term. This Agreement shall become effective on the date appearing next to the signatures below and terminate twelve (12) months thereafter (the "Term"). Unless otherwise agreed upon in writing by Consultant and Client or otherwise provided herein, any amendment to this Agreement shall automatically have the effect of extending the Term of the Agreement until the later of one hundred eighty (180) days following the original Term or for an additional one hundred eighty (180) days following the date of such amendment. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and have agreed to and accepted the terms herein on the date written above. CLIENT: NANNACO, INC. By: ------------------------- Name: Steve Careaga Its: CEO CONSULTANT: By: ------------------------- Name: Kevin Evans 2 EX-5 7 v14009_ex5.txt EXHIBIT 5 [Letterhead of The Otto Law Group] March 4, 2005 Nannaco, Inc. 7235 North Creek Loop Gig Harbor, WA 98335 Re: Registration of Common Stock of Nannaco, Inc., a Texas corporation ("Nannaco"). Ladies and Gentlemen: For purposes of the registration on Form S-8 under the Securities Act of 1933, as amended (the "Securities Act"), of 45,000,000 shares of common stock of Nanacco in connection with the Consulting Services Agreement(s), as amended, between Nannaco and Terry Byrnes of Bartholomew International Investment, LLC, Michael Park, Bruce Arthur Hall, Bradford Van Siclen of Bartholomew International Investment, LLC, Kevin Evans and the Engagement Agreement between Nannaco and The Otto Law Group, PLLC (collectively, the "Agreements"), we have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of this opinion and, based thereon, we advise you that, in our opinion, when such shares have been issued and sold in accordance with the registration statement referenced herein, such shares will be validly issued, fully paid and nonassessable shares of Nannaco's common stock. We hereby consent to the filing of this opinion as an exhibit to the above described registration statement. Very truly yours, THE OTTO LAW GROUP, PLLC /s/ The Otto Law Group, PLLC ---------------------------- EX-23 8 v14009_ex23.txt Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Nannaco, Inc. of our report dated January 20, 2005 on the financial statements of Nannaco, Inc. as of September 30, 2004 and 2003 and for the years then ended. SALBERG & COMPANY, P.A. Boca Raton, Florida March 7, 2005 -----END PRIVACY-ENHANCED MESSAGE-----