CURRENT REPORT FOR ISSUERS SUBJECT TO THE
1934 ACT REPORTING REQUIREMENTS
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
August 20, 2004
Date of Report
(Date of Earliest Event Reported)
Marmion Industries Corp
(Exact name of registrant as specified in its charter)
Nevada 000-31507 06-1588136
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
9103 EMMOTT ROAD, BUILDING 6, SUITE A,
HOUSTON, TEXAS 77040
(Address of principal executive offices (zip code))
(713) 466-6585
(Registrant's telephone number, including area code)
ITEM 4.01 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
Malone & Bailey, PLLC (the "Former Accountant") was dismissed on August 20, 2004
as Marmion Industries Corp.'s independent auditors. Malone & Bailey's report
dated April 6, 2004, on Marmion Industries Corp.'s balance sheet of as of
December 31, 2003, and the related statements of operations, stockholders'
equity, and cash flows for each of the two years then ended and for the period
from September 1, 1996 through December 31, 2003, did not contain an adverse
opinion or disclaimer of opinion, or qualification or modification as to
uncertainty, audit scope, or accounting principles, except that the report
indicated that Marmion Industries Corp. has suffered recurring losses and its
need to raise additional capital that raise substantial doubt about its ability
to continue as a going concern.
In connection with the audit of Marmion Industries Corp.'s financial statements,
and in the subsequent interim period, there were no disagreements with Malone &
Bailey, PLLC on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope and procedures which, if not resolved to
the satisfaction of Malone & Bailey PLLC would have caused Malone & Bailey, PLLC
to make reference to the matter in their report. Marmion Industries Corp. has
requested Malone & Bailey, PLLC to furnish it a letter addressed to the
Commission stating whether it agrees with the above statements. A copy of that
letter, dated August 20, 2004 is filed as Exhibit 16 to this Form 8-K. Lopez,
Blevins, Bork & Associates, L.L.P. was engaged on August 20, 2004 as Marmion
Industries Corp.'s principal accountant to audit the financial statements of
Marmion Industries Corp. The decision to change accountants was recommended by
the Audit Committee of the Board of Directors of Marmion Industries Corp. and
approved by the Board of Directors.
During the years ended December 31, 2003 and 2002 and subsequent to December 31,
2003 through the date hereof, neither Marmion Industries Corp. nor anyone on its
behalf consulted with Lopez, Blevins, Bork & Associates, L.L.P. regarding either
the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
Marmion Industries Corp.'s financial statements, nor has Lopez, Blevins, Bork &
Associates, L.L.P. provided to Marmion Industries Corp. a written report or oral
advice regarding such principles or audit opinion or any matter that was the
subject of a disagreement or reportable events set forth in Item 304(a)(iv) and
(v), respectively, of Regulation S-K with Marmion Industries Corp.'s former
accountant.
Marmion Industries Corp. has requested Lopez, Blevins, Bork & Associates, L.L.P.
review the disclosure in this report on Form 8-K and provided Lopez, Blevins,
Bork & Associates, L.L.P. the opportunity to furnish Marmion Industries Corp.
with a letter addressed to the Commission containing any new information,
clarification of Marmion Industries Corp.'s expression of its views, or the
respects in which Lopez, Blevins, Bork & Associates, L.L.P. does not agree with
the statements made by Marmion Industries Corp. in this report. Lopez, Blevins,
Bork & Associates, L.L.P. has advised Marmion Industries Corp. that no such
letter need be issued.
ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
16.1 Letter from Malone & Bailey, PLLC regarding change in certifying
accountant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
Marmion Industries Corp.
By: /s/ W. H. Marmion, III
-----------------------
W. H. Marmion, III
Chief Executive Officer
Dated: August 23, 2004