UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 12, 2004
MARMION INDUSTRIES CORP.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
000-31507 83-0397169
(Commission File Number) (IRS Employer Identification No.)
9103 EMMOTT ROAD, BUILDING 6, SUITE A, 77040
HOUSTON TEXAS (Zip Code)
(Address of principal executive offices)
(713) 466-6585
(Registrant's telephone number, including area code)
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(Former name if changed since last report)
ITEM 5. OTHER EVENTS.
THIS CURRENT REPORT ON FORM 8-K CONTAINS STATEMENTS REGARDING THE COMPANY'S
INTENTION, BELIEFS, EXPECTATIONS, OR PREDICTIONS, WHICH CONSTITUTE
FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS AND STATEMENTS OF
EXPECTATIONS, PLANS AND INTENT ARE SUBJECT TO A NUMBER OF RISKS AND
UNCERTAINTIES. ACTUAL RESULTS IN THE FUTURE COULD DIFFER MATERIALLY FROM THOSE
DESCRIBED IN THE FORWARD-LOOKING STATEMENTS, AS A RESULT, AMONG OTHER THINGS, OF
CHANGES IN TECHNOLOGY, CUSTOMER REQUIREMENTS AND NEEDS. WE UNDERTAKE NO
OBLIGATION TO RELEASE PUBLICLY THE RESULTS OF ANY REVISIONS TO THESE
FORWARD-LOOKING STATEMENTS THAT MAY BE MADE TO REFLECT ANY FUTURE EVENTS OR
CIRCUMSTANCES.
On July 12, 2004, Marmion Industries Corp. (the "Registrant") completed the
steps necessary to effect the change in the Registrant's name from
"International Trust and Financial Systems, Inc." to "Marmion Industries Corp."
and the change in Registrant's domicile from the State of Florida to the State
of Nevada effective July 12, 2004. The board of directors and the shareholders
of the Registrant approved the changes in name and domicile and further details
are contained in the Registrant's information statement, as amended, dated June
21, 2004.
In order to effect a change in the Registrant's domicile and name, the
Registrant's predecessor, International Trust and Financial Systems, Inc., was
merged with and into Marmion Industries Corp., a Nevada corporation ("Marmion")
on July 12, 2004, by filing the Articles of Merger with the Secretaries of State
of Florida and Nevada. The merger had previously been approved by the holders
of a majority of the shares of International Trust and Financial Systems, Inc.
and the Registrant. Following the merger the separate corporate existence of
International Trust and Financial Systems, Inc. ceased and the officers and
directors of International Trust and Financial Systems, Inc. became the officers
and directors of the Registrant. The shareholders of International Trust and
Financial Systems, Inc. received one share of the common stock of the Registrant
for every one share of the common stock of International Trust and Financial
Systems, Inc. held by the common shareholders of International Trust and
Financial Systems, Inc. The one share of common stock of Registrant,
outstanding immediately prior to the merger, was cancelled.
As a result, following the merger and the changes in name and domicile, the
current common shareholders of International Trust and Financial Systems, Inc.
will hold all of the issued and outstanding shares of the common stock of the
Registrant.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
None.
(a) Exhibits.
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The following exhibits are filed herewith:
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
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2.1 Articles of Merger filed with the Nevada Secretary of State on July 12, 2004.
2.2 Articles of Merger filed with the Florida Secretary of State on July 12, 2004.
Plan and Agreement of Merger between the Registrant and International Trust and
2.3 Financial Systems, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 22 2004
MARMION INDUSTRIES CORP.
By /s/ Wilbert H. Marmion
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Wilbert H. Marmion, Chief Executive Officer