Registration Statement No. ____________



                       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)

                  9739 Cobb Street, #1 San Antonio, Texas 78217
                                 (210) 545-3570
                    (Address of Principal Executive Offices)

                                   ----------

   AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT BETWEEN AEQUITAS VENTURES
                            CORP., AND NANNACO, INC.
                              (Full Title of Plan)

      AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT BETWEEN 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)

     CONSULTING SERVICES AGREEMENT BETWEEN MICHAEL NERONE, AND NANNACO, INC.
                              (Full Title of Plan)

    CONSULTING SERVICES AGREEMENT BETWEEN KENNETH DAVIDSON, AND NANNACO, INC.
                              (Full Title of Plan)

      CONSULTING SERVICES AGREEMENT BETWEEN MARK TRIESCH, AND NANNACO, INC.
                              (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)


<PAGE>


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

<TABLE>
<CAPTION>
------------------------ ---------------------- -------------------------- -------------------------- --------------
                                                Proposed Maximum           Proposed Maximum
Title of Securities to   Amount to be           Offering Price Per         Aggregate Offering         Amount
be Registered            Registered(1)          Share(2)                   Price(2)                   of Fee(2)
------------------------ ---------------------- -------------------------- -------------------------- --------------
<S>                      <C>                    <C>                         <C>                       <C>
Common Stock,            45,000,000             $.026                       $1,170,000                $94.65
$0.001 par value
------------------------ ---------------------- -------------------------- -------------------------- --------------
</TABLE>

(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 10,000,000 shares of the Company's common stock to
OLG pursuant to this Form S-8. 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   agreements,   as  amended,   where  applicable
(collectively, the "Consulting Agreements") between the Company and (i) Aequitas
Company ("AC") provides for 10,000,000  shares of common stock of the Company to
be  issued to AC,  (ii)  Bartholomew  International  Investments  Limited,  Inc.
("BIIL")  provides for 15,000,000 of common stock of the Company to be issued to
BIIL,  (iii) Michael Nerone  ("Nerone")  provides for 3,333,333 shares of common
stock of the Company to be issued to Nerone, (iv) Kenneth Davidson  ("Davidson")
provides  for  3,333,333  shares of common  stock of the Company to be issued to
Davidson,  and (iv) Mark Triesch  ("Triesch")  provides for 3,333,334  shares of
common  stock of the  Company to be issued to Triesch.  The  general  nature and
purpose of the Consulting Agreements are to provide for information  technology,
financial  consulting,  legal and marketing  consulting services for the Company
and, at the same time,  compensate the Consultants for said consulting services.
The term of each of the  Consulting  Agreements is one (1) year.  The Consulting
Agreements may be renewed only by the mutual  written  agreement of the Parties.
The  Consulting  Agreements  may be terminated at any time by the Company or the
Consultants  by  providing  written  notice to the other party.  The  Consulting
Agreements  qualify  as  Employee  Benefit  Plans as  defined  under Rule 405 of
Regulation C.

(2)  Estimated  solely for the  purposes of  determining  the  registration  fee
pursuant  to Rule  457.  On  January  12,  2004,  the fair  market  value of the
Company's   common   stock,   determined   from   its   closing   price  on  the
Over-the-Counter  Bulletin Board was $.026 per share. On this basis, the maximum
aggregate   offering  price  for  the  shares  being  registered   hereunder  is
$1,170,000,  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
..00008090.

                                     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,  2002,  (ii) the  Company's
Quarterly  Report on Form 10-QSB and Form  10-QSB,  as amended,  for the quarter
ended December 31, 2002, March 31, 2003, and June 30, 2003, and Reports on Forms
8-K  and  Forms  8-K,  as  amended,  filed  November  18,  2003.  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.



                                       2
<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Texas Business  Corporation Act expressly  authorizes a Texas corporation to
indemnify its  directors,  officers,  employees,  and agents  against  claims or
liabilities  arising out of such  persons'  conduct in such  capacities  if they
acted in good faith and in a manner  they  reasonably  believed  to be in or not
opposed to the best  interests  of the  Company.  In general,  these  provisions
provide for  indemnification  in instances when such persons acted in good faith
and in a manner  they  reasonably  believed  to be in or not opposed to the best
interests of the Company.

Additionally,   the  Articles  of  Incorporation,   as  amended   ("Articles  of
Incorporation")  and  By-laws of the  Company  provide  that the  Company  shall
indemnify to the fullest permitted by Texas law any person whom it may indemnify
thereunder,  including directors, officers, employees and agents of the Company.
Such  indemnification  (other  than as ordered by a court)  shall be made by the
Company  only  upon  a  determination  that  indemnification  is  proper  in the
circumstances  because the individual  met the  applicable  standard of conduct.
Advances for such  indemnification  may be made pending such  determination.  In
addition,  the Articles of  Incorporation  provide for the  elimination,  to the
extent permitted by Texas law, of personal liability of directors to the Company
and its  stockholders  for  monetary  damages  for breach of  fiduciary  duty as
directors.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933,  as amended  (the "Act") may be  permitted  for  directors,  officers  and
controlling  persons of the Company  pursuant to the  foregoing  provisions,  or
otherwise,  the Company has been advised  that in the opinion of the  Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Company of  expenses  incurred  or paid by a  director,  officer or  controlling
person  of the  Company  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 Company 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.

ITEM 8.  EXHIBITS

The Exhibits  required to be filed as part of this  Registration  Statement  are
listed in the attached Index to Exhibits.

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;


                                       3
<PAGE>

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.

            Items 4, 5 and 7 are inapplicable and have been omitted.


                                       4
<PAGE>

                                   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 San Antonio, Texas, on this 12th day of January, 2004.

                                        NANNACO, INC.
                                        (Name of Registrant)



Date: January 12, 2004                  By: /s/
                                            ----------------------
                                            Andrew DeVries, III
                                            President and C.E.O.



         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the date indicated.

        Signature             Title                                     Date
        ---------             -----                                     ----
                                                                        1/12/04
/s/                          Sole Director, President, C.E.O.
------------------------
Andrew DeVries, III



                                       5
<PAGE>

                                INDEX TO EXHIBITS

Number                       Description                             Page
------                       -----------                             ----

4.1      Engagement Agreement with The Otto Law Group, PLLC

4.2      Consulting   Services  Agreement  between  Aequitas
         Company and NANNACO, Inc.(1)

4.3      Consulting   Services   Agreement  between  Michael
         Nerone and NANNACO, Inc.

4.4      Consulting   Services   Agreement  between  Kenneth
         Davidson and NANNACO, Inc.

4.5      Consulting  Services Agreement between Mark Triesch
         and NANNACO, Inc.

4.6      Consulting  Services Agreement between  Bartholomew
         International   Investments   Limited,   Inc.   and
         NANNACO, Inc. (1)

4.7      Amendment  No. 1 to Consulting  Services  Agreement
         between Aequitas Company and NANNACO, Inc.

4.8      Amendment  No. 1 to Consulting  Services  Agreement
         between   Bartholomew   International   Investments
         Limited, Inc. and NANNACO, Inc.

5        Opinion of The Otto Law Group PLLC

23.1     Consent of The Otto Law Group,  PLLC  (contained in
         exhibit 5)

23.2     Consent of James Jerral Taylor, CPA


         (1)      Incorporated  by  reference  to the Form S-8 filed by NANNACO,
                  Inc. on November 21, 2003


                                       6
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "secsgml_size_bytes": 17439}]
{"company-data": {"conformed-name": "NANNACO INC", "cik": "0001112748", "assigned-sic": "1700", "state-of-incorporation": "TX", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-111874", "film-number": "04522260"}, "business-address": {"street1": "2935 THOUSAND OAKS", "street2": "SUITE 6", "city": "SAN ANTONIO", "state": "TX", "zip": "78247", "phone": "2105453570"}, "mail-address": {"street1": "2935 THOUSAND OAKS", "street2": "SUITE 6", "city": "SAN ANTONIO", "state": "TX", "zip": "78247"}}
Registration Statement No. ____________

                       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)

                  9739 Cobb Street, #1 San Antonio, Texas 78217
                                 (210) 545-3570
                    (Address of Principal Executive Offices)

                                   ----------

   AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT BETWEEN AEQUITAS VENTURES
                            CORP., AND NANNACO, INC.
                              (Full Title of Plan)

      AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT BETWEEN 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)

     CONSULTING SERVICES AGREEMENT BETWEEN MICHAEL NERONE, AND NANNACO, INC.
                              (Full Title of Plan)

    CONSULTING SERVICES AGREEMENT BETWEEN KENNETH DAVIDSON, AND NANNACO, INC.
                              (Full Title of Plan)

      CONSULTING SERVICES AGREEMENT BETWEEN MARK TRIESCH, AND NANNACO, INC.
                              (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
------------------------ ---------------------- -------------------------- -------------------------- --------------
                                                Proposed Maximum           Proposed Maximum
Title of Securities to   Amount to be           Offering Price Per         Aggregate Offering         Amount
be Registered            Registered(1)          Share(2)                   Price(2)                   of Fee(2)
------------------------ ---------------------- -------------------------- -------------------------- --------------
Common Stock,            45,000,000             $.026                       $1,170,000                $94.65
$0.001 par value
------------------------ ---------------------- -------------------------- -------------------------- --------------
(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 10,000,000 shares of the Company's common stock to
OLG pursuant to this Form S-8. 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   agreements,   as  amended,   where  applicable
(collectively, the "Consulting Agreements") between the Company and (i) Aequitas
Company ("AC") provides for 10,000,000  shares of common stock of the Company to
be  issued to AC,  (ii)  Bartholomew  International  Investments  Limited,  Inc.
("BIIL")  provides for 15,000,000 of common stock of the Company to be issued to
BIIL,  (iii) Michael Nerone  ("Nerone")  provides for 3,333,333 shares of common
stock of the Company to be issued to Nerone, (iv) Kenneth Davidson  ("Davidson")
provides  for  3,333,333  shares of common  stock of the Company to be issued to
Davidson,  and (iv) Mark Triesch  ("Triesch")  provides for 3,333,334  shares of
common  stock of the  Company to be issued to Triesch.  The  general  nature and
purpose of the Consulting Agreements are to provide for information  technology,
financial  consulting,  legal and marketing  consulting services for the Company
and, at the same time,  compensate the Consultants for said consulting services.
The term of each of the  Consulting  Agreements is one (1) year.  The Consulting
Agreements may be renewed only by the mutual  written  agreement of the Parties.
The  Consulting  Agreements  may be terminated at any time by the Company or the
Consultants  by  providing  written  notice to the other party.  The  Consulting
Agreements  qualify  as  Employee  Benefit  Plans as  defined  under Rule 405 of
Regulation C.

(2)  Estimated  solely for the  purposes of  determining  the  registration  fee
pursuant  to Rule  457.  On  January  12,  2004,  the fair  market  value of the
Company's   common   stock,   determined   from   its   closing   price  on  the
Over-the-Counter  Bulletin Board was $.026 per share. On this basis, the maximum
aggregate   offering  price  for  the  shares  being  registered   hereunder  is
$1,170,000,  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
..00008090.

                                     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,  2002,  (ii) the  Company's
Quarterly  Report on Form 10-QSB and Form  10-QSB,  as amended,  for the quarter
ended December 31, 2002, March 31, 2003, and June 30, 2003, and Reports on Forms
8-K  and  Forms  8-K,  as  amended,  filed  November  18,  2003.  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.

                                       2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Texas Business  Corporation Act expressly  authorizes a Texas corporation to
indemnify its  directors,  officers,  employees,  and agents  against  claims or
liabilities  arising out of such  persons'  conduct in such  capacities  if they
acted in good faith and in a manner  they  reasonably  believed  to be in or not
opposed to the best  interests  of the  Company.  In general,  these  provisions
provide for  indemnification  in instances when such persons acted in good faith
and in a manner  they  reasonably  believed  to be in or not opposed to the best
interests of the Company.

Additionally,   the  Articles  of  Incorporation,   as  amended   ("Articles  of
Incorporation")  and  By-laws of the  Company  provide  that the  Company  shall
indemnify to the fullest permitted by Texas law any person whom it may indemnify
thereunder,  including directors, officers, employees and agents of the Company.
Such  indemnification  (other  than as ordered by a court)  shall be made by the
Company  only  upon  a  determination  that  indemnification  is  proper  in the
circumstances  because the individual  met the  applicable  standard of conduct.
Advances for such  indemnification  may be made pending such  determination.  In
addition,  the Articles of  Incorporation  provide for the  elimination,  to the
extent permitted by Texas law, of personal liability of directors to the Company
and its  stockholders  for  monetary  damages  for breach of  fiduciary  duty as
directors.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933,  as amended  (the "Act") may be  permitted  for  directors,  officers  and
controlling  persons of the Company  pursuant to the  foregoing  provisions,  or
otherwise,  the Company has been advised  that in the opinion of the  Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Company of  expenses  incurred  or paid by a  director,  officer or  controlling
person  of the  Company  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 Company 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.

ITEM 8.  EXHIBITS

The Exhibits  required to be filed as part of this  Registration  Statement  are
listed in the attached Index to Exhibits.

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;

                                       3
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.

            Items 4, 5 and 7 are inapplicable and have been omitted.

                                       4
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 San Antonio, Texas, on this 12th day of January, 2004.

                                        NANNACO, INC.
                                        (Name of Registrant)

Date: January 12, 2004                  By: /s/
                                            ----------------------
                                            Andrew DeVries, III
                                            President and C.E.O.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the date indicated.

        Signature             Title                                     Date
        ---------             -----                                     ----
                                                                        1/12/04
/s/                          Sole Director, President, C.E.O.
------------------------
Andrew DeVries, III

                                       5
INDEX TO EXHIBITS

Number                       Description                             Page
------                       -----------                             ----

4.1      Engagement Agreement with The Otto Law Group, PLLC

4.2      Consulting   Services  Agreement  between  Aequitas
         Company and NANNACO, Inc.(1)

4.3      Consulting   Services   Agreement  between  Michael
         Nerone and NANNACO, Inc.

4.4      Consulting   Services   Agreement  between  Kenneth
         Davidson and NANNACO, Inc.

4.5      Consulting  Services Agreement between Mark Triesch
         and NANNACO, Inc.

4.6      Consulting  Services Agreement between  Bartholomew
         International   Investments   Limited,   Inc.   and
         NANNACO, Inc. (1)

4.7      Amendment  No. 1 to Consulting  Services  Agreement
         between Aequitas Company and NANNACO, Inc.

4.8      Amendment  No. 1 to Consulting  Services  Agreement
         between   Bartholomew   International   Investments
         Limited, Inc. and NANNACO, Inc.

5        Opinion of The Otto Law Group PLLC

23.1     Consent of The Otto Law Group,  PLLC  (contained in
         exhibit 5)

23.2     Consent of James Jerral Taylor, CPA

         (1)      Incorporated  by  reference  to the Form S-8 filed by NANNACO,
                  Inc. on November 21, 2003

                                       6