--------------------------------------------------------------------------------

                       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)

    ------------------------------------------------------------------------

 CONSULTING SERVICES AGREEMENT BETWEEN JAMES J. TAYLOR, C.P.A. 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. ___

<PAGE>

<TABLE>
<CAPTION>
                         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)
----------------        ----------        -------------------------      -------------------     -----------------
<S>                     <C>               <C>                             <C>                    <C>
Common Stock,           11,000,000        $.008                           $88,000                $11.14
$0.001 par value
----------------------- ----------------- ------------------------------ ----------------------- -------------------
</TABLE>

(1) The consulting  services  agreement between the Company and James J. Taylor,
C.P.A.  provides  for  11,000,000  shares of common  stock of the  Company to be
issued to James J.  Taylor.  The general  nature and  purpose of the  Consulting
Agreements is to provide for accounting consulting services for the Company and,
at the same time, compensate James Taylor for said consulting services. The term
of the consulting  agreements is three (3) months. The consulting  agreement may
be renewed only by the mutual written  agreement of the parties.  The consulting
agreement  may be  terminated  at any time by the  Company  or James  Taylor  by
providing 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 April 19,  2004,  the fair  market  value of the
Company's   common   stock,   determined   from   its   closing   price  on  the
Over-the-Counter  Bulletin Board was $.008 per share. On this basis, the maximum
aggregate  offering price for the shares being registered  hereunder is $88,000,
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 .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 15,000,000 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
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 Seattle, Washington, on this 19th day of April, 2004.

                                              NANNACO, INC.
                                              (Name of Registrant)



Date: April 19, 2004                       By: /s/
                                              ----------------------
                                              Steve Careaga
                                              C.E.O.






                                       5
<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>
          /s/
          ------------------------              Sole Director, C.E.O., Principal financial        4/19/04
              Steve Careaga                     officer
</TABLE>




                                       6
<PAGE>



                                INDEX TO EXHIBITS

Number            Description
------            -----------

4    Consulting Services Agreement between James J. Taylor,  C.P.A. 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 Salberg & Company, CPA




                                       7
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{"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": "333-114687", "film-number": "04745953"}, "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)

    ------------------------------------------------------------------------

 CONSULTING SERVICES AGREEMENT BETWEEN JAMES J. TAYLOR, C.P.A. 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,           11,000,000        $.008                           $88,000                $11.14
$0.001 par value
----------------------- ----------------- ------------------------------ ----------------------- -------------------
(1) The consulting  services  agreement between the Company and James J. Taylor,
C.P.A.  provides  for  11,000,000  shares of common  stock of the  Company to be
issued to James J.  Taylor.  The general  nature and  purpose of the  Consulting
Agreements is to provide for accounting consulting services for the Company and,
at the same time, compensate James Taylor for said consulting services. The term
of the consulting  agreements is three (3) months. The consulting  agreement may
be renewed only by the mutual written  agreement of the parties.  The consulting
agreement  may be  terminated  at any time by the  Company  or James  Taylor  by
providing 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 April 19,  2004,  the fair  market  value of the
Company's   common   stock,   determined   from   its   closing   price  on  the
Over-the-Counter  Bulletin Board was $.008 per share. On this basis, the maximum
aggregate  offering price for the shares being registered  hereunder is $88,000,
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 .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 15,000,000 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
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 Seattle, Washington, on this 19th day of April, 2004.

                                              NANNACO, INC.
                                              (Name of Registrant)

Date: April 19, 2004                       By: /s/
                                              ----------------------
                                              Steve Careaga
                                              C.E.O.

                                       5
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
/s/
          ------------------------              Sole Director, C.E.O., Principal financial        4/19/04
              Steve Careaga                     officer
6
INDEX TO EXHIBITS

Number            Description
------            -----------

4    Consulting Services Agreement between James J. Taylor,  C.P.A. 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 Salberg & Company, CPA

                                       7