SecProbe.io

CORRESP
1
filename1.htm

      Unassociated Document

      [OTTO
        LAW
        GROUP LETTERHEAD]

      July
        12,
        2005

      Securities
        and Exchange Commission

      450
        Fifth
        Street, N.W.

      Washington,
        D.C. 29549-0510

      Attention:
        Andrew Schoeffler

      Dear
        Sirs:

      We
        are
        legal counsel to Nannaco, Inc. (the “registrant”). We are in receipt of your
        comment letter dated June 30, 2005 in which letter you ask registrant to
        reply
        to several comments made by the Staff of the Securities and Exchange Commission
        (the “Commission”) regarding registrant's recently filed reports under the
        Securities Exchange Act of 1934 (the “Exchange Act”). Please find below
        registrant's responses to the comments. We will fax this letter and attachments
        to you at the number indicated on your fax cover sheet to registrant. We
        will
        file this letter, without attachments except to the extent such attachments
        can
        be “edgarized”, via EDGAR designating the form "CORRESP" and will file the other
        attachments as a PDF file. We understand that documents and exhibits filed
        in
        PDF format are not considered to be filed by the Commission.

      When
        you
        have reviewed registrant's responses and if you have further comments or
        questions, please contact us. If you have no further comments or questions
        please advise us and we will proceed to immediately file the amended reports
        called for by your letter as the responses have been proposed by
        registrant.

      General

      1.
        The
        Staff questions whether the information called for in Part III of our annual
        report on Form 10-KSB for the fiscal year ended September 30, 2004 has
        subsequently been filed in an information statement to be delivered to our
        shareholders. The staff notes that the Part III information had not been
        filed
        with the commission by January 28, 2005 and was not otherwise filed by that
        date
        in a subsequently filed Form 10-KSB. The staff comments that it does not
        appear
        that registrant is current in its Exchange Act filings. The staff further
        questions whether the registrant was eligible to use Forms S-8 as filed with
        the
        Commission on February 8, March 7, April 21 and June 3, 2005 if as it appears
        the registrant was not current in its Exchange Act filings. The staff requests
        that we analyze whether we were eligible to use Form S-8 on these dates.
        In
        addition, the staff asks whether the securities registered on the specified
        Forms S-8 have been issued.

          Page
            1

      Response:
        The registrant disclosed on Form 10-KSB filed February 2, 2005, as amended
        by
        Form 10-KSB/A filed April 18, 2000, that it would subsequently disclose,
        on
        Schedule 14C, the information required by Part III, Items 9 through 12. The
        registrant did, subsequently, disclose the required information on Schedule
        14C,
        filed June 13, 2005. (Please see Schedule 14C, attached in the form in which
        it
        was filed, with hand written notations of Items 9 - 12). During the pendency
        of
        the comment period on Schedule 14C and in the interest of ensuring full public
        disclosure, the registrant will also include this Part III information in
        its
        newly filed Form 10-KSB/A, incorporating these and other changes as described
        herein. (Please see revised version including changes in red-line, attached).

      During
        the interim period, between February 2, 2005 and June 13, 2005, the registrant
        responded to the comments of Dale Welcome and John Cash of the Commission.
        (The
        initial comment letter was dated March 31, 2005, regarding several items
        in
        relation to the Form 10-KSB filed February 2, 2005 and the Form 10-QSB for
        the
        period ending December 31, 2004.) In a letter dated June 28, 2005, the
        Commission notified the registrant as to the end of the Commission’s comments
        regarding the registrant’s Form 10-KSB/A and had previously concluded comments
        on the Form 10-QSB as specified above. The registrant, in addressing the
        comments of the Commission, was not aware during the interim comment period
        that
        Form 10-KSB for the year ended September 30, 2004 was considered incomplete
        by
        the Commission. To the extent that its disclosure was inadequate under the
        Exchange Act the registrant takes the position that such deficiency was not
        material as to the information available to the public, as the information
        required by Items 9 though 12 had either not changed during the fiscal year
        or
        had otherwise been fully disclosed on previously filed reports during the
        fiscal
        year ended September 30, 2004 and for the subsequent period.

      But
        there
        are additional reasons why registrant should not be considered not in compliance
        with the Exchange Act on these facts. The Form 10-KSB and the instructions
        thereto clearly provide for the incorporation of information responsive to
        Part
        III, prospectively.
        At the
        time of filing, then, a Form 10-KSB is in compliance notwithstanding the
        fact
        that Part III information has not been provided. The form and instructions
        sets
        forth a time within which to file the omitted but incorporated information
        as
        120 days within the end of the most recently ended fiscal year. The regime
        set
        up clearly provides that once filed, the omitted information relates back
        to the
        original filing and renders that filing in compliance. It seems not to matter
        if
        the information is filed outside the time periods since the instructions
        provide
        for otherwise filing the information on an amended Form10-KSB. It is clear
        that
        once filed, the information filed, in whatever manner, relates nunc
        pro tunc
        and
        fulfills registrant’s filing obligations as
        of the date the first report (Form
        10-KSB)
        was filed.

      Thus,
        on
        these facts, there may have been interim periods when registrant was not
        technically in compliance, but once the information was filed on Schedule
        14C,
        the information relates back to the Form 10-KSB and brings the entire file
        within compliance.

          Page
            2

      This
        is
        perfectly consistent with the purpose of the integrated disclosure system
        to
        provide an efficient and effective method of filing the same information
        in the
        multitude of documents that otherwise require the information.

      For
        the
        above reason, we believe the registrant was not in non-compliance, especially
        after and in light of its most recent filing of Part III Information in its
        preliminary Schedule 14C.

      The
        registrant further advises that all shares registered on the Form(s) S-8
        in
        question have been issued.

      Preliminary
        Information Statement on Schedule 14C

      2.
        The
        Staff notes the disclosure contained in our current report on Form 8-K filed
        on
        May 6, 2005 and the disclosure entitled “Reasons For The Reverse Split” on page
        1 of our preliminary information statement and asks to be advised whether
        the
        reverse split is intended to facilitate the proposed merger with Nazz
        Productions, Inc. and/or the proposed acquisition of Amenni, LLC.

      Response:
        The registrant acknowledges and confirms its disclosure on Form 8-K, filed
        May
        6, 2006. However, the registrant does not, on its Schedule 14C filed June
        13,
        2005, state or intend to suggest that the reverse split is undertaken to
        facilitate any proposed merger and takes the position that the section entitled
        “Reasons For The Reverse Split” does not state or suggest such a reason. To the
        extent that any recapitalization or similar undertaking would be a precondition
        to either of the proposed transactions it is more likely that such an
        undertaking would be required to facilitate the propose merger with Amenni,
        LLC,
        if at all. The modified transaction between the registrant and Nazz Productions
        Inc., as it is currently contemplated, does not necessarily require
        recapitalization or any similar undertaking. It is registrant’s intent to comply
        with applicable disclosure requirements in the event, if at all, a definitive
        agreement is arrived at on the Ammeni, LLC, acquisition.

      FORM
        10-KSB/A FOR THE YEAR ENDED SEPTEMBER 30, 2004

      General

      3.
        The
        Staff notes that the disclosure in the paragraph below the table of contents
        regarding forward looking statements contained in our report has an incorrect
        reference to the Private Securities Litigation Reform Act of 1995 and requests
        such reference be removed.

      Response:
        The registrant shall delete, in its entirety, the sentence regarding the
“safe
        harbor” contained in the Private Securities Litigation Reform Act of 1995, and
        file a Form 10-KSB/A incorporating these changes. (Please see revised version
        including changes in red-line, attached).

      Item
        6. Management’s Discussion and Analysis or Plan of Operations, page
        9

      Special
        Note Regarding Forward Looking Statements, page 9

      4.
        The
        staff requests that we delete the second sentence of the fifth paragraph
        of this
        section and advises that the registrant is responsible for the entire content
        of
        the report and may not include language that could be interpreted as a
        disclaimer contained in our report.

      Response:
        The registrant acknowledges its responsibility for the entire content of
        the
        report and shall delete, in its entirety, the second sentence of the fifth
        paragraph that disclaims responsibility. (Please see revised version including
        changes in red-line, attached).

          Page
            3

      Item
        8A Controls and Procedures, page 20

      5.
        “Please disclose the information required by item 308 (c) of Regulation
        S-B.”

      Response:
        The registrant notes that the information required by Item 308(c) of Regulation
        S-B is included in the section entitled “Item 8A. Controls and Procedures,” on
        Form 10-KSB/A, filed April 18, 2005. The registrant further notes that its
        disclosure specifically includes discussion of any material changes that
        may
        have a reasonable likelihood of affecting internal control over financial
        reporting.

      Part
        III, page 21

      6.
        “Please disclose the information required by Items 9 through 12 of Form 10-KSB.
        …”

      Response:
        The registrant refers to its Schedule 14C, filed June 13, 2005, in which
        the
        registrant includes Items 9 through 12 of Form 10-KSB. (Please see Schedule
        14C,
        attached in the form in which it was filed with hand-written notations of
        Items
        9 - 12). In the interest of ensuring full public disclosure, the registrant
        will
        incorporate this information in its newly filed Form 10-KSB/A. (Please see
        revised version including changes in red-line, attached).

      FORM
        10-QSB/A FOR THE QUARTER ENDED DECEMBER 31, 2004

      FORM
        10-QSB FOR THE QUARTER ENDED MARCH 31, 2005

      Cover
        Page

      7.
        Please
        revise the disclosure on the cover page of your report[s] to indicate you
        have
        not filed all reports required to be filed . . .

          Page
            4

      Response:
        The registrant refers to its Schedule 14C, filed June 13, 2005, in which
        the
        registrant includes Items 9 through 12 of Form 10-KSB. (Please see Schedule
        14C,
        attached in the form in which it was filed with hand written notations of
        Items
        9 - 12). Based on the inclusion of this information in the Schedule 14C,
        filed
        June 13, 2005, the Registrant takes the position that it is current as to
        the
        reports that it is required to file under Section 13 or 15(d) and, therefore,
        it
        is not required to revise its disclosure on the cover page of Form 10-QSB/A
        for
        the quarter ended December 31, 2004 or on the cover page of the Form 10-QSB
        for
        the quarter ended March 31, 2005. Furthermore, in light of the revisions
        that
        the registrant intends to file in connection with the Commission’s comments, the
        registrant takes the position that a disclosure stating that all required
        reports have not been filed would likely lead to confusion in those accessing
        the newly filed information.

      Item
        2. Management’s Discussion and Analysis or Plan of Operations, page
        21

      Special
        Note Regarding Forward-Looking Statements, page 21

      8.
        The
        staff requests that we delete the second sentence of the fifth paragraph
        of this
        section and advises that registrant is responsible for the entire content
        of the
        report and may not include language that could be interpreted as a disclaimer
        contained in our report.

      Response:
        The registrant acknowledges its responsibility for the entire content of
        these
        reports and shall delete, in its entirety, the second sentence of the fifth
        paragraph that disclaims any such responsibility. (Please see revised version
        of
        these reports including changes in red-line, attached).

      Item
        3A. Evaluation of Disclosure Controls and Procedures, page 26

      9.
        Please
        revise the third sentence of this section to provide the information required
        by
        Item 308 (c) of Regulation S-B.

      Response:
        The registrant will revise the third sentence of Section 3A, as to the 10-QSB/A
        for the quarter ended December 31, 2005 and the 10-QSB for the quarter ended
        March 31, 2005, to state that “during the last fiscal quarter the Company has
        not undergone any changes in internal control that have materially affected,
        or
        is reasonably likely to materially affect, the Company’s internal control over
        financial reporting.” (Please see revised version of these reports including
        changes in red-line, attached).

      Form
        8-K dated April 29, 2005

      10.
        Please disclose the material terms of the amendment to your agreement with
        Nazz
        Productions, Inc. and your letter of intent with Amenni, LLC.

      Response:
        The registrant agrees to file a Form 8-K disclosing the material terms of
        the
        modification to the merger agreement between the registrant and Nazz
        Productions, Inc. Regarding the letter of intent between the registrant and
        Amenni, LLC, the registrant takes the position that, as it is not yet clear
        as
        to the ability of the parties to meet even the loosely defined terms and
        cond