-----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, BzqsYObCc04zy2h/eOS3tUv61DHJ/bpsttUk81nFQIZ83PmSe3OPbdYaGEFtMYET KLAXwL+HJP6R+angpJF7sA== 0001144204-05-023223.txt : 20050801 0001144204-05-023223.hdr.sgml : 20050801 20050801105219 ACCESSION NUMBER: 0001144204-05-023223 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20050801 DATE AS OF CHANGE: 20050801 EFFECTIVENESS DATE: 20050801 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: 333-127066 FILM NUMBER: 05986914 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 v022688_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) 4916 Point Fosdick Dr., Suite 102 Gig Harbor, WA 98335 (Address of Principal Executive Offices) -------------------------------------- AMENDMENT NO. 11 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. 4 TO CONSULTING SERVICES AGREEMENT BETWEEN BRADFORD VAN SICLEN OF BARTHOLOMEW INTERNATIONAL INVESTMENTS LIMITED, INC. and NANNACO, INC. (Full Title of Plan) CONSULTING SERVICES AGREEMENT BETWEEN ANTHONY JOHN DOYLE and NANNACO, INC. (Full Title of Plan) 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, $0.001 par value 150,000,000 $.0005 $75,000 $8.82 - ---------------------------------------------------------------------------------------------------------
(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 32,500,000 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 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 65,000,000 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. (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 32,500,000 shares of common stock of the Company to be issued to Bradford Van Siclen. The consultant 2 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, between the Company and Anthony John Doyle ("Doyle") provides for 20,000,000 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. (2) Estimated solely for the purposes of determining the registration fee pursuant to Rule 457. On July 27, 2005 the fair market value of the Company's common stock, determined from its closing price on the Over-the-Counter Bulletin Board was $.0005 per share. On this basis, the maximum aggregate offering price for the shares being registered hereunder is $75,000 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 June 30, 2004, December 31, 2004 and March 31, 2005 as amended, (iii) the Company's periodic reports on Form 8-K, as amended, filed August 27, 2004, October 29, 2004, May 6, 2005 and July 27, 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. 3 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. 65,000,000 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. 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 4 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. (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. 5 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 27th day of June 2005. NANNACO INC. (Name of Registrant) Date: July 27, 2005 By: /s/ Steve Careaga ----------------------------------- Name: Steve Careaga Its: CEO INDEX TO EXHIBITS Number Description - ------ ----------- 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) 5 Opinion of The Otto Law Group PLLC 10.10 Amendment No. 11 to Consulting Services Agreement between Terry Byrne and Nannaco, Inc. 10.11 Amendment No. 4 to Consulting Services Agreement between Bradford Van Siclen and Nannaco, Inc. 10.12 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. 6 EX-5 2 v022688_ex5.txt EXHIBIT 5 [Letterhead of The Otto Law Group] July 27, 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 150,000,000 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, Bradford Van Siclen of Bartholomew International Investment, LLC and Anthony John Doyle 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-10.10 3 v022688_ex10-10.txt EXHIBIT 10.10 AMENDMENT NO. 11 TO CONSULTING SERVICES AGREEMENT THIS ELEVENTH AMENDMENT TO CONSULTING SERVICES AGREEMENT, dated July 28, 2005 (the "Eleventh 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 Client. I. The Consultant and the Client entered into an Amendment No. 8 to Consulting Services Agreement dated March 3, 2005 a copy of which is attached hereto as Exhibit I (the "Eighth Amendment"), pursuant to which the Consultant agreed to provide certain consulting services to the Client. J. Consultant and the Client entered into an Amendment No. 9 to Consulting Services Agreement dated April 4, 2005 a copy of which is attached hereto as Exhibit J (the "Ninth Amendment"), pursuant to which the Consultant agreed to provide certain consulting services to the Client. K. Consultant and the Client entered into an Amendment No. 10 to Consulting Services Agreement dated May 16, 2005 a copy of which is attached hereto as Exhibit K (the "Tenth Amendment"), pursuant to which the Consultant agreed to provide certain consulting services to the Client. L. 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 2 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. By amendment dated April 4, 2005 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 16, 2005 Client agrees to pay Consultant an additional 23,333,334 shares of common stock of the Client, which shares shall be registered on Form S-8. By amendment dated July 28, 2005 Client agrees to pay Consultant an additional 32,500,000 shares of common stock of the Client, which shares shall be registered on Form S-8. Shares issued pursuant to this Eleventh Amendment shall be issued to Terry Byrne, 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." 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. 3 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 4 EX-10.11 4 v022688_ex10-11.txt EXHIBIT 10.11 AMENDMENT NO. 4 TO CONSULTING SERVICES AGREEMENT THIS FOURTH AMENDMENT TO CONSULTING SERVICES AGREEMENT, dated July 28, 2005 (the "Fourth 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. The Consultant and the Client entered into an Amendment No. 1 to Consulting Services Agreement dated March 3, 2005, a copy of which is attached hereto as Exhibit B (the "First Amendment"), pursuant to which the Consultant agreed to provide certain additional consulting services to the Client. C. The Consultant and the Client entered into an Amendment No. 2 to Consulting Services Agreement dated April 6, 2005, a copy of which is attached hereto as Exhibit C (the "Second Amendment"), pursuant to which the Consultant agreed to provide certain additional consulting services to the Client. D. Consultant and the Client entered into an Amendment No. 3 to Consulting Services Agreement dated May 16, 2005, a copy of which is attached hereto as Exhibit D (the "Third Amendment"), pursuant to which the Consultant agreed to provide certain additional consulting services to the E. 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: 1 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. By amendment dated April 6, 2005 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 16, 2005 Client agrees to pay Consultant an additional 23,333,333 shares of common stock of the Client, which shares shall be registered on Form S-8. By amendment dated July 28, 2005 Client agrees to pay Consultant an additional 32,500,000 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." 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 first above 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." 2 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 3 EX-10.12 5 v022688_ex10-12.txt EXHIBIT 10.12 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement ("Agreement"), dated July 28, 2005, is made by and between Anthony John Doyle ("Consultant"), and Nannaco, Inc., a Texas corporation ("Client"). WHEREAS, Consultant has extensive background in the area of financial consulting and in the implementation of emerging business development strategies; WHEREAS, Consultant desires to be engaged by Client to provide consulting services regarding industry specific market analysis and business development strategy to Client on the terms and subject to the conditions set forth herein (the "Services"); WHEREAS, Client is a publicly held corporation with its common stock shares trading on the Over the Counter Bulletin Board under the ticker symbol "NNNC," and desires to further develop its business; and WHEREAS, Client desires to engage Consultant to provide the Services in its area of knowledge and expertise on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration for those services Consultant provides to Client, the parties agree as follows: 1. Services of Consultant. Consultant agrees to perform for Client the Services. As such Consultant will provide bona fide services to Client. The services to be provided by Consultant will not be in connection with the offer or sale of securities in a capital-raising transaction, and will not directly or indirectly promote or maintain a market for Client's securities. 2. Consideration. Client agrees to pay Consultant, as his fee and as consideration for services provided, 20,000,000 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") issued to Anthony John Doyle, the natural person performing the consulting services for 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. 3. Confidentiality. Each party agrees that during the course of this Agreement, information that is confidential or of a proprietary nature may not be disclosed to any other party, including, but not limited to, product and business plans, software, technical processes and formulas, source codes, product designs, 1 sales, costs and other unpublished financial information, advertising revenues, usage rates, advertising relationships, projections, and marketing data ("Confidential Information"). Confidential Information shall not include information that the receiving party can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving party, (b) was known to the receiving party as of the time of its disclosure, (c) is independently developed by the receiving party, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party. 4. Late Payment. Client shall pay to Consultant all fees within fifteen (15) days of the due date. Failure of Client to finally pay any fees within fifteen (15) days after the applicable due date shall be deemed a material breach of this Agreement, justifying suspension of the performance of the Services provided by Consultant, will be sufficient cause for immediate termination of this Agreement by Consultant. Any such suspension will in no way relieve Client from payment of fees, and, in the event of collection enforcement, Client shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorneys' fees, courts costs, and collection agency fees. 5. Indemnification. (a) Client. Client agrees to indemnify, defend, and shall hold harmless Consultant and/or his agents, and to defend any action brought against said parties with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees to the extent that such action arises out of the negligence or willful misconduct of Client. (b) Consultant. Consultant agrees to indemnify, defend, and shall hold harmless Client, its directors, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such an action arises out of the gross negligence or willful misconduct of Consultant. (c) Notice. In claiming any indemnification hereunder, the indemnified party shall promptly provide the indemnifying party with written notice of any claim, which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bind the indemnified party shall not be final without the indemnified party's written consent, which shall not be unreasonably withheld. 2 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. (b) Termination. Either party may terminate this Agreement on thirty (30) calendar days written notice, or if prior to such action, the other party materially breaches any of its representations, warranties or obligations under this Agreement. Except as may be otherwise provided in this Agreement, such breach by either party will result in the other party being responsible to reimburse the non-defaulting party for all costs incurred directly as a result of the breach of this Agreement, and shall be subject to such damages as may be allowed by law including all attorneys' fees and costs of enforcing this Agreement. (c) Termination and Payment. Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement. And upon such termination, Consultant shall provide and deliver to Client any and all outstanding services due through the effective date of this Agreement. 7. Miscellaneous. (a) Independent Contractor. This Agreement establishes an "independent contractor" relationship between Consultant and Client. (b) Rights Cumulative; Waivers. The rights of each of the parties under this Agreement are cumulative. The rights of each of the parties hereunder shall not be capable of being waived or varied other than by an express waiver or variation in writing. Any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right. Any defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such right. No act or course of conduct or negotiation on the part of any party shall in any way preclude such party from exercising any such right or constitute a suspension or any variation of any such right. 3 (c) Benefit; Successors Bound. This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights, and benefits hereof, shall be binding upon, and shall inure to the benefit of, the undersigned parties and their heirs, executors, administrators, representatives, successors, and permitted assigns. (d) Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. There are no promises, agreements, conditions, undertakings, understandings, warranties, covenants or representations, oral or written, express or implied, between them with respect to this Agreement or the matters described in this Agreement, except as set forth in this Agreement. Any such negotiations, promises, or understandings shall not be used to interpret or constitute this Agreement. (e) Assignment. Neither this Agreement nor any other benefit to accrue hereunder shall be assigned or transferred by either party, either in whole or in part, without the written consent of the other party, and any purported assignment in violation hereof shall be void. (f) Amendment. This Agreement may be amended only by an instrument in writing executed by all the parties hereto. (g) Severability. Each part of this Agreement is intended to be severable. In the event that any provision of this Agreement is found by any court or other authority of competent jurisdiction to be illegal or unenforceable, such provision shall be severed or modified to the extent necessary to render it enforceable and as so severed or modified, this Agreement shall continue in full force and effect. (h) Section Headings. The Section headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (i) Construction. Unless the context otherwise requires, when used herein, the singular shall be deemed to include the plural, the plural shall be deemed to include each of the singular, and pronouns of one or no gender shall be deemed to include the equivalent pronoun of the other or no gender. 4 (j) Further Assurances. In addition to the instruments and documents to be made, executed and delivered pursuant to this Agreement, the parties hereto agree to make, execute and deliver or cause to be made, executed and delivered, to the requesting party such other instruments and to take such other actions as the requesting party may reasonably require to carry out the terms of this Agreement and the transactions contemplated hereby. (k) Notices. Any notice which is required or desired under this Agreement shall be given in writing and may be sent by personal delivery or by mail (either a. United States mail, postage prepaid, or b. Federal Express or similar generally recognized overnight carrier), addressed as follows (subject to the right to designate a different address by notice similarly given): If to Client: Nannaco, Inc. 4916 Point Fosdick Dr., Suite 102 Gig Harbor, WA 98335 With a copy to: David M. Otto The Otto Law Group, PLLC 900 4th Ave., Suite 3140 Seattle, Washington 98164 If to Consultant: Aston House 19 Peel Road, Douglas, Isle of Man, IM1 4LS Great Britain (l) Governing Law. This Agreement shall be governed by the interpreted in accordance with the laws of the State of Washington without reference to its conflicts of laws rules or principles. Each of the parties consents to the exclusive jurisdiction of the federal courts of the State of Washington in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions. (m) Consents. The person signing this Agreement on behalf of each party hereby represents and warrants that he has the necessary power, consent and authority to execute and deliver this Agreement on behalf of such party. 5 (n) Survival of Provisions. The provisions contained in paragraphs 3, 5, 6, and 7 of this Agreement shall survive the termination of this Agreement. (o) Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. 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: ANTHONY JOHN DOYLE By: --------------------------- Name: Anthony John Doyle 6 EX-23.2 6 v022688_ex23-2.txt EXHIBIT 23.2 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 July 28, 2005 -----END PRIVACY-ENHANCED MESSAGE-----