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)

                              7235 North Creek Loop
                              Gig Harbor, WA 98335
                    (Address of Principal Executive Offices)


7
            AMENDMENT NO. 5 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)

         AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT BETWEEN NICOLE
                         VAN COLLER, AND NANNACO, INC.
                              (Full Title of Plan)

     AMENDMENT NO. 1 CONSULTING SERVICES AGREEMENT BETWEEN VINTAGE FILINGS,
                             LLC, AND NANNACO, INC.
                              (Full Title of Plan)

     CONSULTING SERVICES AGREEMENT BETWEEN CHRIS EBERSOLE AND NANNACO, INC.
                              (Full Title of Plan)

          EMPLOYMENT AGREEMENT BETWEEN STEVE CAREAGA 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
Title of Securities     Amount to be      Proposed Maximum Offering      Aggregate Offering
to be Registered        Registered(1)     Price Per Share(2)             Price(2)                Amount of Fee(2)
----------------        -------------     ------------------             --------                ----------------
<S>                     <C>               <C>                             <C>                    <C>
Common Stock,           56,000,000        $.0064                          $358,400               $45.40
$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
David M. Otto,  principal of 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)
Bartholomew  International  Investments  Limited,  Inc. ("BIIL") provides for an
additional  25,000,000  shares of common  stock of the  Company  to be issued to
Terry Byrne, (ii) Nicole Van Coller ("Van Coller") provides for 7,500,000 shares
of  common  stock of the  Company  to be  issued to Van  Coller,  (iii)  Vintage
Filings,  LLC  (Vintage")  provides  for 900,000  shares of common  stock of the
Company to be issued to Seth  Farbman  and  900,000  shares to be issued to Shai
Stern,  (iv) and Chris Ebersole provides for 7,500,000 shares of common stock of
the Company to be issued to Chris  Ebersole.  The general  nature and purpose of
the  Consulting  Agreements  is  to  provide  for  financial,   EDGAR,  business
development,  information  technology  and general  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, unless
otherwise provided therein. 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.

(1) The employment agreement (the "Employment Agreement"), between Steve Careaga
("Careaga")  and the Company  provides for services to be rendered by Careaga to
the Company as C.E.O. The Company has chosen to compensate  Careaga for services
rendered,  in part, by issuing  4,200,000  shares of the Company's common stock,
all of which are being registered  herein. The general nature and purpose of the
Employment  Agreement  is to provide  for  executive  officer  services  for the
Company  and,  at the same  time,  compensate  Careaga  for said  services.  The
Employment  Agreement is has a term of one (1) year.  The  Employment  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 May 10, 2004, the fair market value of the Company's
common stock, determined from its closing price on the Over-the-Counter Bulletin
Board was $.0064 per share. On this basis, the maximum aggregate offering price
for the shares being registered hereunder is $358,400, 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 .0001267.


                                       2
<PAGE>


                                     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, 2003;

(ii) the Company's  Quarterly Report on Form 10-QSB and Form 10-QSB, as amended,
for the quarter ended December 31, 2003;

(iii) Reports on Forms 8-K and Forms 8-K, as amended,  filed  February 10, 2004;
and

(iv) The description of Registrant's  common stock contained in our registration
statement on Form 8-A, and any amendment or report filed with the Commission for
the purposes of updating such description.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

The Otto Law Group,  PLLC, who has 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, has represented
the Registrant in the past on certain legal matters.  Mr. Otto is the beneficial
owner of approximately 5,000,000 shares of common stock of the Company.

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.


                                       3
<PAGE>


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;

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


                                       4
<PAGE>


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
<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 Gig Harbor, Washington, on this 10th day of May, 2004.

                                NANNACO, INC.
                                (Name of Registrant)


Date: May 10, 2004              By: /s/ Steve Careaga
                                   --------------------------------------------
                                   Steve Careaga
                                   C.E.O., Principal financial officer, Director





                                       6
<PAGE>


         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.


<TABLE>
<CAPTION>
                 SIGNATURE                      TITLE                                               DATE
                 ---------                      -----                                               ----

<S>                                             <C>                                              <C>
                                                                                                 5/10/04
          /s/ Steve Careaga                     Sole Director, C.E.O., Principal financial
          --------------------------------      officer
             Steve Careaga
</TABLE>

                                       7
<PAGE>


                                INDEX TO EXHIBITS

Number     Description
------     -----------
4.1         Amendment No. 5 to Consulting Services Agreement between Bartholomew
            International Investments Limited, Inc. and NANNACO, Inc.

4.2         Amendment No. 1 to Consulting Services Agreement between Nicole Van
            Coller and NANNACO, Inc.

4.3         Engagement Agreement with The Otto Law Group, PLLC(1)

4.4         Amendment No. 1 to Consulting Services Agreement between Vintage
            Filings, LLC and NANNACO, Inc.

4.5         Consulting Services Agreement between Chris Ebersole and NANNACO,
            Inc.

4.6         Employment Agreement between Steve Careaga and NANNACO, Inc. (2)

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 Salberg & Company, CPA

(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
            March 16, 2004.


                                       8
[{"type": "S-8", "sequence": "1", "filename": "v03144_s8.txt", "secsgml_size_bytes": 18136}]
{"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": "333-115398", "film-number": "04797445"}, "business-address": {"street1": "7235 NORTH CREEK LOOP", "street2": ".", "city": "GIG HARBOR", "state": "WA", "zip": "98335", "phone": "(253) 853-3632"}, "mail-address": {"street1": "7235 NORTH CREEK LOOP", "street2": ".", "city": "GIG HARBOR", "state": "WA", "zip": "98335"}}
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)

                              7235 North Creek Loop
                              Gig Harbor, WA 98335
                    (Address of Principal Executive Offices)

7
            AMENDMENT NO. 5 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)

         AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT BETWEEN NICOLE
                         VAN COLLER, AND NANNACO, INC.
                              (Full Title of Plan)

     AMENDMENT NO. 1 CONSULTING SERVICES AGREEMENT BETWEEN VINTAGE FILINGS,
                             LLC, AND NANNACO, INC.
                              (Full Title of Plan)

     CONSULTING SERVICES AGREEMENT BETWEEN CHRIS EBERSOLE AND NANNACO, INC.
                              (Full Title of Plan)

          EMPLOYMENT AGREEMENT BETWEEN STEVE CAREAGA 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
Title of Securities     Amount to be      Proposed Maximum Offering      Aggregate Offering
to be Registered        Registered(1)     Price Per Share(2)             Price(2)                Amount of Fee(2)
----------------        -------------     ------------------             --------                ----------------
Common Stock,           56,000,000        $.0064                          $358,400               $45.40
$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
David M. Otto,  principal of 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)
Bartholomew  International  Investments  Limited,  Inc. ("BIIL") provides for an
additional  25,000,000  shares of common  stock of the  Company  to be issued to
Terry Byrne, (ii) Nicole Van Coller ("Van Coller") provides for 7,500,000 shares
of  common  stock of the  Company  to be  issued to Van  Coller,  (iii)  Vintage
Filings,  LLC  (Vintage")  provides  for 900,000  shares of common  stock of the
Company to be issued to Seth  Farbman  and  900,000  shares to be issued to Shai
Stern,  (iv) and Chris Ebersole provides for 7,500,000 shares of common stock of
the Company to be issued to Chris  Ebersole.  The general  nature and purpose of
the  Consulting  Agreements  is  to  provide  for  financial,   EDGAR,  business
development,  information  technology  and general  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, unless
otherwise provided therein. 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.

(1) The employment agreement (the "Employment Agreement"), between Steve Careaga
("Careaga")  and the Company  provides for services to be rendered by Careaga to
the Company as C.E.O. The Company has chosen to compensate  Careaga for services
rendered,  in part, by issuing  4,200,000  shares of the Company's common stock,
all of which are being registered  herein. The general nature and purpose of the
Employment  Agreement  is to provide  for  executive  officer  services  for the
Company  and,  at the same  time,  compensate  Careaga  for said  services.  The
Employment  Agreement is has a term of one (1) year.  The  Employment  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 May 10, 2004, the fair market value of the Company's
common stock, determined from its closing price on the Over-the-Counter Bulletin
Board was $.0064 per share. On this basis, the maximum aggregate offering price
for the shares being registered hereunder is $358,400, 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 .0001267.

                                       2
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, 2003;

(ii) the Company's  Quarterly Report on Form 10-QSB and Form 10-QSB, as amended,
for the quarter ended December 31, 2003;

(iii) Reports on Forms 8-K and Forms 8-K, as amended,  filed  February 10, 2004;
and

(iv) The description of Registrant's  common stock contained in our registration
statement on Form 8-A, and any amendment or report filed with the Commission for
the purposes of updating such description.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

The Otto Law Group,  PLLC, who has 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, has represented
the Registrant in the past on certain legal matters.  Mr. Otto is the beneficial
owner of approximately 5,000,000 shares of common stock of the Company.

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.

                                       3
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;

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

                                       4
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 10th day of May, 2004.

                                NANNACO, INC.
                                (Name of Registrant)

Date: May 10, 2004              By: /s/ Steve Careaga
                                   --------------------------------------------
                                   Steve Careaga
                                   C.E.O., Principal financial officer, Director

                                       6
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
                 ---------                      -----                                               ----
5/10/04
          /s/ Steve Careaga                     Sole Director, C.E.O., Principal financial
          --------------------------------      officer
             Steve Careaga
7
INDEX TO EXHIBITS

Number     Description
------     -----------
4.1         Amendment No. 5 to Consulting Services Agreement between Bartholomew
            International Investments Limited, Inc. and NANNACO, Inc.

4.2         Amendment No. 1 to Consulting Services Agreement between Nicole Van
            Coller and NANNACO, Inc.

4.3         Engagement Agreement with The Otto Law Group, PLLC(1)

4.4         Amendment No. 1 to Consulting Services Agreement between Vintage
            Filings, LLC and NANNACO, Inc.

4.5         Consulting Services Agreement between Chris Ebersole and NANNACO,
            Inc.

4.6         Employment Agreement between Steve Careaga and NANNACO, Inc. (2)

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 Salberg & Company, CPA

(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
            March 16, 2004.

                                       8