UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14C

INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934

FILED BY THE REGISTRANT [X]

FILED BY PARTY OTHER THAN THE REGISTRANT [_]

CHECK THE APPROPRIATE BOX:

[X] Preliminary Information Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[_] Definitive Information Statement

MARMION INDUSTRIES CORP
(Name of Registrant as specified in its charter)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to exchange act rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by exchange act rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:

For Additional Information Contact:
Glast, Phillips & Murray, P.C.
815 Walker Street, Suite 1250
Houston, Texas 77002
(713) 237-3135
Attention: Norman T. Reynolds, Esq.

MARMION INDUSTRIES CORP.
9103 EMMOTT ROAD, BUILDING 6, SUITE A,
HOUSTON TEXAS 77040
TELEPHONE (713) 466-6585

October 21, 2004

To Our Stockholders:

The purpose of this information statement is to inform the holders of
record of shares of our common stock and preferred stock as of the close of
business on the record date, October 1, 2004, that our board of directors has
recommended, and that a majority of our stockholders intend to vote in favor of
resolutions which will accomplish the following:

1. Elect a board of directors composed of three members for the following
year. Management has nominated Wilbert H. Marmion, Ellen Raidl and John Royston.

2. Amend our articles of incorporation to increase the number of our
authorized shares of common stock to 3,000,000,000 shares.

3. Amend our articles of incorporation to increase the number of our
authorized shares of preferred stock to 500,000,000 shares.

4. Ratify the selection of Lopez, Blevins, Bork & Associates LLP as our
independent public accountants for the fiscal years ending December 31, 2003 and
December 31, 2004.

5. Grant discretionary authority to our board of directors to effect a
reverse stock split of our common stock on the basis of one post-consolidation
share for up to each 500 pre-consolidation shares to occur at some time within
12 months of the date of this information statement, with the exact time of the
reverse split to be determined by the board of directors.

Pursuant to our certificate of designation establishing Series A preferred
stock, each share of our currently issued and outstanding preferred stock may be
converted into 40 fully paid and nonassessable shares of our common stock. On
all matters submitted to a vote of the holders of the common stock, including,
without limitation, the election of directors, a holder of shares of the
preferred stock shall be entitled to the number of votes on such matters equal
to the number of shares of the preferred stock held by such holder multiplied by
the number of shares of the common stock each such share of the preferred stock
shall then be convertible. Therefore, Mr. Marmion will have the power to vote
117,160,430 shares of the common stock which number exceeds the 46,489,901
outstanding shares of our common stock as of the record date.

Mr. Marmion will vote to elect the directors, for the amendments to our
articles of incorporation, for the ratification of the appointment of Lopez,
Blevins, Bork & Associates LLP, and for the grant of the discretionary authority
to our directors to implement a reverse stock split. Mr. Marmion has the power
to pass the proposed resolutions without the concurrence of any of our other
stockholders.

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This information statement is being mailed on or about October 21, 2004 to
all stockholders of record as of October 1, 2004.

We appreciate your continued interest in Marmion Industries Corp.

Very truly yours,

/s/ Wilbert H. Marmion

Wilbert H. Marmion
President

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MARMION INDUSTRIES CORP.
9103 EMMOTT ROAD, BUILDING 6, SUITE A,
HOUSTON TEXAS 77040
TELEPHONE (713) 466-6585

INFORMATION STATEMENT

This information statement is furnished to the holders of record at the
close of business on October 1, 2004, the record date, of the outstanding common
stock and preferred stock of Marmion Industries Corp., pursuant to Rule 14c-2
promulgated under the Securities Exchange Act of 1934, as amended, in connection
with an action that the holder of the majority of the votes of our stock intends
to take by written consent on November 10, 2004 to effect the following
corporate actions:

1. Elect a board of directors composed of three members for the following
year. Management has nominated Wilbert H. Marmion, Ellen Raidl and John Royston.

2. Amend our articles of incorporation to increase the number of our
authorized shares of common stock to 3,000,000,000 shares.

3. Amend our articles of incorporation to increase the number of our
authorized shares of preferred stock to 500,000,000 shares.

4. Ratify the selection of Lopez, Blevins, Bork & Associates LLP as our
independent public accountants for the fiscal years ending December 31, 2003 and
December 31, 2004.

This information statement will be sent on or about October 21, 2004 to our
stockholders of record as of October 1, 2004 who do not sign the majority
written consent described herein. A copy of our 2003 Annual Report to
Stockholders on Form 10-KSB, including the financial statements, schedules and
list of exhibits, is enclosed with this information statement.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A
PROXY.

VOTING SECURITIES

In accordance with our bylaws, our board of directors has fixed the close
of business on October 1, 2004 as the record date for determining the
stockholders entitled to notice of the above noted action. Under Nevada law, the
three nominees receiving the greatest number of votes cast by the holders of our
common stock will be elected as directors. The amendments to our articles of
incorporation and the grant of authority to our directors to affect a reverse
split of our common stock require the affirmative vote of a majority of the
shares of our common stock and preferred stock issued and outstanding at the
time the vote is taken. The ratification of the accountants requires the
majority of the vote cast once a quorum is present. The quorum necessary to
conduct business of the stockholders consists of a majority of the common and
preferred stock issued and outstanding as of the record date. As of the record
date, 46,489,901 shares of our common stock were issued and outstanding and
2,870,000 shares of our Series A preferred stock were issued and outstanding.
Each share of our common stock outstanding entitles the holder to one vote on
all matters brought before the common stockholders. Each share of our preferred
stock entitles the holder to one vote on all matters brought before the
preferred stockholders and 40 votes on all matters brought before the common
stockholders.

We have a consenting stockholder, Mr. Wilbert H. Marmion, our president,
director, and chief executive officer, who holds 2,360,430 shares of our common
stock and 2,870,000 shares of our preferred stock. Therefore, Mr. Marmion will
have the power to vote 117,160,430 shares of the common stock which number
exceeds the

-1-

46,489,901 outstanding shares of our common stock as of the record date. Mr.
Marmion will vote to elect the directors, for the amendments to our articles of
incorporation, for the ratification of the appointment of Lopez, Blevins, Bork &
Associates LLP, and for the grant of the discretionary authority to our
directors to implement a reverse stock split. Mr. Marmion will have the power
to pass the proposed corporate actions without the concurrence of any of our
other stockholders.

DISTRIBUTION AND COSTS

We will pay all costs associated with the distribution of this information
statement, including the costs of printing and mailing. In addition, we will
only deliver one information statement to multiple security holders sharing an
address, unless we have received contrary instructions from one or more of the
security holders. Also, we will promptly deliver a separate copy of this
information statement and future stockholder communication documents to any
security holder at a shared address to which a single copy of this information
statement was delivered, or deliver a single copy of this information statement
and future stockholder communication documents to any security holder or holders
sharing an address to which multiple copies are now delivered, upon written
request to us at our address noted above.

Security holders may also address future requests regarding delivery of
information statements and/or annual reports by contacting us at the address
noted above.

DISSENTERS' RIGHT OF APPRAISAL

No action will be taken in connection with the proposals by our board of
directors or the voting stockholders for which Nevada law, our articles of
incorporation or bylaws provide a right of a stockholder to dissent and obtain
appraisal of or payment for such stockholder's shares.

BACKGROUND

We were formed in Florida on September 5, 1996 under the name Fairbanks,
Inc. On April 18, 1997, we changed our name to Jet Vacation, Inc. On May 11,
1998 we changed our name to Precom Technology, Inc. On October 12, 2002 we
again changed our name, this time to International Trust and Financial Systems,
Inc. On July 12, 2004 we completed a merger with Marmion Industries Corp., a
Nevada corporation. As a result of the merger, we changed our name to Marmion
Industries Corp. and our domicile from Florida to Nevada.

ELECTION OF DIRECTORS

A board of three directors is to be elected at the meeting to hold office
until the next annual meeting or until their successors are elected. The three
nominees receiving the highest number of votes are elected once a quorum is
present and voting.

If, however, any of those named is unable to serve, or for good cause
declines to serve at the time of the meeting, Mr. Marmion will exercise
discretionary authority to vote for substitutes. The board of directors is not
aware of any circumstances that would render any nominee unavailable for
election. Certain information concerning the nominees for election as directors
is set forth below.

VOTE REQUIRED

The three directors who receive the plurality of the stockholder votes will
be elected to our board of directors.

Our board of directors recommends that stockholders vote FOR the director
nominees named below.

NOMINEES

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The following table sets forth information concerning each nominee as well
as each director, officer, and each non-director executive officer continuing in
office:

POSITION HELD
-------------
NAME AGE POSITION SINCE
---- --- -------- -----

Wilbert H. Marmion 46 President, director and chief executive officer 2004

Ellen Raidl 37 Secretary, director and treasurer 2004

John Royston 55 Vice president and director 2004

Mr. Marmion and Mrs. Raidl are married.

Our executive officers are elected annually by our board of directors.
Except as noted above, there are no family relationships among our directors and
executive officers.

Mr. Marmion started Marmion Air Service in 1998. He has been the sole
stockholder and president and director since that time.

Ms. Raidl has worked for Marmion Air Service since 2000 as office manager.
Before that, Ms. Raidl worked in property management for The Hanover Company
from 1998 to the end of 2000.

Mr. Royston has been self-employed since 1992 as a tax accountant.

CHANGE OF CONTROL

On January 19, 2004, a change in control occurred as the result of the
acquisition of our capital stock by Wilbert H. Marmion and Steven F. Owens. Mr.
Owens is the brother-in-law of Mr. Wilbert H. Marmion and Mr. Marmion's wife,
Mrs. Ellen Raidl. Pursuant to that certain Purchase and Escrow Agreement dated
November 12, 2003, by and between us and Wilbert H. Marmion, and J. Bennett
Grocock, P.A., on January 19, 2004, Mr. Marmion acquired 2,360,430 shares of our
common stock and 2,870,000 shares of our preferred stock. Mr. Marmion used
$20,000 of his personal funds as consideration for the purchase of the common
and preferred shares pursuant to the Purchase and Escrow Agreement.

Each of our preferred shares is convertible into 40 shares of our common
stock, and each preferred share has the same voting rights as 40 shares of our
common stock. All of the common and preferred shares acquired by Mr. Marmion
carried a legend restricting the transfer thereof under the Securities Act of
1933, as amended.

On January 19, 2004, Steven F. Owens acquired 2,999,855 shares of our
common stock. Mr. Owens used $29,999.86 of his personal funds as consideration
for the purchase of the common shares pursuant to the Purchase and Escrow
Agreement.

Additionally, with the consummation of the stock purchase transactions, our
previous officers and directors, Tim B. Smith and David A. Pells, resigned their
positions. Mr. Marmion was elected our sole director and officer in their place
and stead. On February 24, 2004, Mr. Marmion appointed Ellen Raidl and John
Royston to serve as directors. Ms. Raidl and Mr. Royston were also elected our
officers.

On May 20, 2004, Mr. Marmion contributed the common stock of Marmion
Investments, Inc. to Marmion Industries Corp. For accounting purposes, this
transaction was treated as an acquisition of Marmion Industries Corp. and a
recapitalization of Marmion Investments, Inc.

On July 12, 2004, we completed the steps necessary to effect the change in
our name from "International Trust and Financial Systems, Inc." to "Marmion
Industries Corp." and the change in our domicile from the State of Florida to
the State of Nevada. Our board of directors and shareholders approved the
changes in name and domicile and further details are contained in our
information statement, as amended, dated June 21, 2004.

BOARD MEETINGS AND COMMITTEES

During fiscal year ended December 31, 2003, our board of directors held no
meetings. Since the change of control on January 19, 2004 described above, our
board of directors has held 10 meetings, each of which was signified by a
unanimous consent executed by all of our directors.

Compensation Committee. Our board of directors has recently created a
compensation committee. However, no members to the committee have been appointed
and the committee has not been formally organized. The compensation committee
will make recommendations to the board of directors concerning salaries and
compensation for our executive officers and employees. Our board adopted a
written charter for the compensation

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committee, a copy of which is attached hereto as Attachment B. Since the
------------
compensation committee has been formed recently, there have been no meetings
held or members appointed at the time of this information statement.

Audit Committee. Our board of directors has recently created an audit
committee which will be directly responsible for the appointment, compensation,
and oversight of the work of any registered public accounting firm employed by
us (including resolution of disagreements between our management and the auditor
regarding financial disclosure) for the purpose of preparing or issuing an audit
report or related work. Our board adopted a written charter for the audit
committee, a copy of which is attached hereto as Attachment C. The audit
------------
committee will review and evaluate our internal control functions. Since the
audit committee has been formed recently, there have been no meetings held or
members appointed at the time of this information statement.

The members of the audit committee will be independent as defined under
Rule 4200(a)(15) of the NASD's listing standards.

Executive Committee. We do not have an executive committee, although our
board of directors is authorized to create one.

Nominating Committee. Our board of directors has recently created a
nominating committee. No meetings have been held or members appointed. The
functions to be performed by the nominating committee include selecting
candidates to fill vacancies on the board of directors, reviewing the structure
and composition of the board, and considering qualifications requisite for
continuing board service. The nominating committee will consider candidates
recommended by a stockholder of Marmion Industries Corp.

The policies and procedures with respect to the consideration of such
candidates are set forth below:

The recommended candidate is to be submitted to the Company in writing
addressed to the Company's principal offices in Houston, Texas. The
recommendation is to be submitted by the date specified in Rule 14a-8 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") for submitting
shareholder proposals to be included in the Company's annual shareholders'
meeting proxy statement.

The recommendation shall be in writing and shall include the following
information: name of candidate; address, phone, and fax number of candidate; a
statement signed by the candidate certifying that the candidate wishes to be
considered for nomination to the Company's board of directors; and information
responsive to the requirements of Exchange Act Regulation S-K, Item 401 with
respect to the candidate; and states the number of shares of Company stock
beneficially owned by the candidate.

The recommendation shall include a written statement of the candidate as to
why the candidate believes that he or she meets the drector qualification
criteria and would otherwise be a valuable addition to the Company's board of
directors.

-4-

The nominating committee shall evaluate the recommended candidate and
shall, after consideration of the candidate after taking account of the director
qualification criteria set forth below, determine whether or not to proceed with
the candidate in accordance with the procedures outlined under "Process for
Identifying Candidates" below.

These procedures do not create a contract between the Company, on the one
hand, and a Company security holder(s) or a candidate recommended by a Company
security holder(s), on the other hand. The Company reserves the right to change
these procedures at any time, consistent with the requirements of applicable law
and rules and regulations.

Director Qualifications Criteria. A majority of the board of directors
must be "independent" in accordance with NASDAQ, the Securities Act of 1934 and
SEC rules and regulations. The minimum qualifications for an independent
candidate are as follows: All candidates must have the following
characteristics:

- - The highest personal and professional ethics, integrity and values;

- - Broad-based skills and experience at an executive, policy-making level in
business, academia, government or technology areas relevant to the
Company's activities;

- - A willingness to devote sufficient time to become knowledgeable about the
Company's business and to carry out his or her duties and responsibilities
effectively;

- - A commitment to serve on the board for two years or more at the time of his
or her initial election; and

- - Be between the ages of 30 and 70, at the time of his or her initial
election.

Process for Identifying and Evaluating Candidates. The nominating
committee's process for identifying and evaluating candidates is:

- - The chairman of the board, the nominating committee, or other board members
identify the need to add new members to the board with specific criteria or
to fill a vacancy on the board;

- - The chair of the nominating committee initiates a search, working with
staff support and seeking input from the members of the board and senior
management, and hiring a search firm, if necessary;

- - The nominating committee identifies an initial slate of candidates,
including any recommended by security holders and accepted by the
nominating committee, after taking account of the director qualifications
criteria set forth above;

- - The nominating committee determines if any board members have contacts with
identified candidates and if necessary, uses a search firm;

- - The chairman of the board, the chief executive officer and at least one
member of the nominating committee interview prospective candidate(s);

- - The nominating committee keeps the board informed of the selection
progress;

- - The nominating committee meets to consider and approve final candidate(s);
and

- - The nominating committee presents selected candidate(s) to the board and
seeks full board endorsement of such candidate(s).

STOCK OPTIONS

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There were no grants of stock options to the named executive officers
during the fiscal year ended December 31, 2003.

COMPENSATION OF DIRECTORS

The following table provides certain summary information concerning the
compensation earned by the named executive officers (determined as of the end of
the last fiscal year) for services rendered in all capacities to us for the
fiscal years ended December 31, 2003, 2002 and 2001. The information provided
reflects compensation paid before the change of control and the contribution of
the common stock of Marmion Investments, Inc. to Marmion Industries Corp.
discussed above.

ANNUAL COMPENSATION LONG TERM COMPENSATION
----------------------------------------------------------------------------
AWARDS PAYOUTS
-----------------------------------------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL BONUS COMPENSATION AWARD(S) OPTIONS/SARS PAYOUTS COMPENSATION
POSITION YEAR SALARY ($) ($) ($) ($) (#) ($) ($)
- ---------------------------------------------------------------------------------------------------------------------

Wilbert H. Marmion 2001 40,000 0 0 0 0 0 0
2002 60,000 0 0 0 0 0 0
2003 23,000 0 0 0 0 0 0

Ellen Raidl 2001 30,408 0 0 0 0 0 0
2002 38,000 0 0 0 0 0 0
2003 29,500 0 0 0 0 0 0

John Royston 2003 0 0 0 0 0 0 0
- ---------------------------------------------------------------------------------------------------------------------

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AMENDMENT TO ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF OUR AUTHORIZED COMMON STOCK

The board of directors has determined that it is advisable to increase our
authorized common stock and has adopted, subject to stockholder approval, an
amendment to our articles of incorporation to increase our authorized number of
shares of common stock from 290,000,000 shares to 3,000,000,000 shares of common
stock, par value $0.001 per share. A copy of the proposed resolution amending
our articles of incorporation is attached to this information statement as
Attachment A.
- --------------

Authorizing an additional 2,710,000,000 shares of common stock would give
our board of directors the express authority, without further action of the
stockholders, to issue common stock from time to time as the board deems
necessary. The board of directors believes it is necessary to have the ability
to issue such additional shares of common stock for general corporate purposes.
Potential uses of the additional authorized shares may include equity
financings, issuance of options, acquisition transactions, stock dividends or
distributions, without further action by the stockholders, unless such action
were specifically required by applicable law or rules of any stock exchange or
similar system on which our securities may then be listed.

The following is a summary of the material matters relating to our common
stock.

Presently, the holders of our common stock are entitled to one vote for
each share held of record on all matters submitted to a vote of our
stockholders, including the election of directors. Our common stockholders do
not have cumulative voting rights. Subject to preferences that may be applicable
to any then outstanding series of our preferred stock, holders of our common
stock are entitled to receive ratably such dividends, if any, as may be declared
by our board of directors out of legally available funds. In the event of the
liquidation, dissolution, or winding up of Marmion Industries Corp., the holders
of our common stock will be entitled to share ratably in the net assets legally
available for distribution to our stockholders after the payment of all our
debts and other liabilities, subject to the prior rights of any series of our
preferred stock then outstanding.

The holders of our common stock have no preemptive or conversion rights or
other subscription rights and there are no redemption or sinking fund provisions
applicable to our common stock. The amendment would not alter or modify any
preemptive right of holders of our common stock to acquire our shares, which is
denied, or effect any change in our common stock, other than the number of
authorized shares.

The issuance of additional shares to certain persons allied with our
management could have the effect of making it more difficult to remove our
current management by diluting the stock ownership or voting rights of persons
seeking to cause such removal. In addition, an issuance of additional shares by
us could have an effect on the potential realizable value of a stockholder's
investment.

In the absence of a proportionate increase in our earnings and book value,
an increase in the aggregate number of our outstanding shares caused by the
issuance of the additional shares will dilute the earnings per share and book
value per share of all outstanding shares of our common stock. If such factors
were reflected in the price per share of common stock, the potential realizable
value of a stockholder's investment could be adversely affected.

The additional common stock to be authorized by adoption of the amendment
would have rights identical to our currently outstanding common stock. Adoption
of the proposed amendment and issuance of the common stock would not affect the
rights of the holders of our currently outstanding common stock, except for
effects incidental to increasing the number of outstanding shares of our common
stock, such as dilution of the earnings per share and voting rights of current
holders of common stock. If the amendment is adopted, it will become effective
upon filing of a certificate of amendment of our articles of incorporation with
the Secretary of State of Nevada.

Issuance of additional shares. As of the date of this information
statement, our board has no plans to issue or use any of our newly authorized
shares of common stock. The increase in the number of our authorized common
shares is proposed by our management in order to ensure sufficient reserves of
our common stock for various capital purposes and to eliminate the need for
similar amendments in the near future, which could be costly and time-consuming.

-7-

The proposal with respect to our common stock is not being made by us in
response to any known accumulation of shares or threatened takeover.

VOTE REQUIRED

The affirmative vote of a majority of the total number of shares of our
issued and outstanding capital stock is required to approve the amendment to our
articles of incorporation increasing the number of our common shares.

Our board of directors recommends that stockholders vote FOR the amendment
of our articles of incorporation increasing the number of our authorized common
shares as described in Attachment A hereto.
-------------

AMENDMENT TO ARTICLES OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF PREFERRED STOCK

The board of directors has determined that it is advisable to increase our
authorized preferred stock and has adopted, subject to stockholder approval, an
amendment to our articles of incorporation to increase our authorized number of
shares of preferred stock from 10,000,000 shares to 500,000,000 shares of
preferred stock, par value $0.001 per share. A copy of the proposed resolution
amending our articles of incorporation is contained in Attachment A to this
------------
information statement.

Pursuant to our Amended Certificate of Designation Establishing Series A
Preferred Stock, each share of our currently issued and outstanding Series A
preferred stock may be convertible into 40 fully paid and nonassessable shares
of our common stock. Moreover, on all matters submitted to a vote of the holders
of the common stock, including, without limitation, the election of directors, a
holder of shares of the Series A preferred stock shall be entitled to the number
of votes on such matters equal to the number of shares of the Series A preferred
stock held by such holder multiplied by the number of shares of the common stock
each such share of the Series A preferred stock shall then be convertible.

The following is a summary of the material matters relating to our
preferred stock.

Authorizing the issuance of 490,000,000 additional shares of preferred
stock would give our board of directors the express authority, without further
action of our stockholders, to issue preferred stock from time to time as the
board deems necessary. The board of directors believes it is necessary to have
the ability to issue such shares of preferred stock for general corporate
purposes. Potential uses of the authorized shares may include equity financings,
issuance of options, acquisition transactions, stock dividends or distributions,
without further action by the stockholders, unless such action were specifically
required by applicable law or rules of any stock exchange or similar system on
which our securities may then be listed.

The issuance of the shares of preferred stock could have a number of
effects on our stockholders depending upon the exact nature and circumstances of
any actual issuance of authorized but unissued shares. The increase could have
an anti-takeover effect, in that the additional shares could be issued (within
the limits imposed by applicable law) in one or more transactions that could
make a change in control or takeover of Marmion Industries Corp. more difficult.
For example, additional shares could be issued by us so as to dilute the stock
ownership or voting rights of persons seeking to obtain control of Marmion
Industries Corp. In some instances, each share of the preferred stock may be
convertible into multiple shares of our common stock. Likewise, shares of our
preferred stock could have voting rights equal to their converted status as
common stock, with the effect being that the stockholders of the preferred stock
would have the ability to control the vote of our stockholders, even though they
may own less that than a majority of our issued and outstanding common stock.

The proposal with respect to our preferred stock is not being made by us in
response to any known accumulation of shares or threatened takeover. The
issuance of shares of preferred stock to certain persons allied with our
management could have the effect of making it more difficult to remove our
current management by diluting the stock ownership or voting rights of persons
seeking to cause such removal. In addition, an issuance of shares of preferred
stock by us could have an effect on the potential realizable value of a
stockholder's investment.

-8-

In the absence of a proportionate increase in our earnings and book value,
an increase in the aggregate number of our outstanding shares caused by the
issuance, upon the conversion of our preferred stock into shares of our common
stock, would dilute the earnings per share and book value per share of all
outstanding shares of our common stock. If such factors were reflected in the
price per share of common stock, the potential realizable value of the
stockholder's investment could be adversely affected.

The proposed preferred stock would not carry with it preemptive rights to
acquire our shares of preferred stock.

Issuance of additional shares. As of the date of this information
statement, our board has no plans to issue or use any of our newly authorized
shares of preferred stock. The increase in the number of our authorized
preferred shares is proposed by our management in order to ensure sufficient
reserves of our preferred stock for various capital purposes and to eliminate
the need for similar amendments in the near future, which could be costly and
time-consuming.

VOTE REQUIRED

The affirmative vote of a majority of the total number of shares of our
issued and outstanding capital stock is required to approve the amendment of our
articles of incorporation authorizing additional preferred shares.

Our board of directors recommends that stockholders vote FOR the amendment
of our articles of incorporation authorizing additional shares of preferred
stock as described in Attachment A hereto.
-------------

RATIFICATION AND APPROVAL OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS

Subject to stockholder ratification, the board of directors has appointed
Lopez, Blevins, Bork & Associates LLP, Bork & Associates, L.L.P. ("Lopez,
Blevins, Bork & Associates LLP") to serve as our independent public accountants
for the fiscal years ending December 31, 2003 and December 31, 2004. Lopez,
Blevins, Bork & Associates LLP has served as our independent public accountants
since August 20, 2004. The majority stockholder will ratify and approve the
selection of Lopez, Blevins, Bork & Associates LLP as independent accountants
for the fiscal years ending December 31, 2003 and December 31, 2004.

AUDIT FEES

The aggregate fees billed by Randy Simpson, CPA for professional services
rendered for the audit of our annual financial statements for fiscal year 2002
were $0. The aggregate fees billed by Malone & Bailey for professional services
rendered for the audit of our annual financial statements for fiscal year 2003
were $4,000.00. The aggregate fees billed by Randy Simpson, CPA for professional
services rendered for the audit of our annual financial statements for the
fiscal year 2003 were $2,700.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

There were no fees billed by Malone & Bailey, PLLC or Lopez, Blevins, Bork
& Associates LLP for professional services described in Paragraph (c)(4)(ii) of
Rule 2-01 of Regulation S-X for our fiscal year ended December 31, 2003 or
December 31, 2002.

ALL OTHER FEES

The aggregate fees billed by Randy Simpson, C.P.A., PC for professional
services rendered for the audit of our annual financial statements for fiscal
year 2002 were $7,500.

There were no other fees billed by Malone & Bailey, PLLC, Lopez, Blevins,
Bork & Associates LLP, or Randy Simpson, C.P.A., PC for professional services
rendered, other than as stated under the captions Audit Fees and Financial
Information Systems Design and Implementation Fees. Our audit committee
considers the provision

-9-

of these services to be compatible with maintaining the independence of Malone &
Bailey, PLLC, Lopez, Blevins, Bork & Associates LLP, and Randy Simpson, C.P.A.,
PC.

CHANGES IN OUR CERTIFYING ACCOUNTANT

On March 19, 2004, we terminated the client-accountant relationship between
us and Randy Simpson, C.P.A., PC.

Randy Simpson's reports on our financial statements for the year ended
December 31, 2002 did not contain an adverse opinion or a disclaimer of opinion,
and were not qualified or modified as to uncertainty, audit scope, or accounting
principles, except that Simpson's reports on our Forms 10-QSB for the year 2002
and Form 10-KSB for the year ended December 31, 2002 raised substantial doubt
about our ability to continue as a going concern.

The decision to change accountants was recommended by our Board of
Directors.

During the two most recent fiscal years and any subsequent interim period
through March 19, 2004 there have not been any disagreements between us and
Randy Simpson on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Mr. Simpson, would have caused Mr. Simpson
to make reference to the subject matter of the disagreements in connection with
his reports on the financial statements for such periods.

On March 19, 2004, we engaged Malone & Bailey, PLLC as our independent
accountants to report on our balance sheet as of December 31, 2003 and December
31, 2002, and the related combined statements of income, stockholders' equity
and cash flows for the years then ended.

The decision to appoint Malone & Bailey, PLLC was approved by our Board of
Directors.

During our two most recent fiscal years and any subsequent interim period
prior to the engagement of Malone & Bailey, neither we nor anyone on our behalf
consulted with Malone & Bailey, PLLC regarding either (i) the application of
accounting principles to a specified transaction, either contemplated or
proposed, or the type of audit opinion that might be rendered on our financial
statements or (ii) any matter that was either the subject of a "disagreement" or
a "reportable event."

A Current Report on Form 8-K was promptly filed by us to report a change in
our accountants. We provided the former accountant with a copy of our report on
Form 8-K before its filing with the SEC. We requested the former accountant to
furnish us with a letter addressed to the Commission stating whether he agrees
with the statements made by us in our Current Report and, if not, stating the
respects in which he did not agree. We included the former accountant's letter
as an exhibit to our Current Report on Form 8-K filed with the Commission on
March 24, 2004.

Due to split up of the firm of Malone & Bailey, PLLC, we dismissed them on
August 20, 2004 as our independent accountants. Malone & Bailey's report dated
April 6, 2004, on our 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 we have suffered recurring
losses and our need to raise additional capital that raise substantial doubt
about our ability to continue as a going concern.

The decision to change accountants was recommended by our Board of
Directors.

In connection with the audit of our financial statements, and in the
subsequent interim period, there were no disagreements with Malone & Bailey 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 would have caused Malone & Bailey to make
reference to the matter in their report.

-10-

On August 20, 2004, we engaged Lopez, Blevins, Bork & Associates LLP as our
independent accountants to report on our balance sheet as of December 31, 2003
and December 31, 2004, and the related combined statements of income,
stockholders' equity and cash flows for the years then ended.

The decision to appoint Lopez, Blevins, Bork & Associates LLP was approved
by our Board of Directors.

During the years ended December 31, 2003 and 2002 and subsequent to
December 31, 2003 through the date hereof, neither we nor anyone on our behalf
consulted with Lopez, Blevins, Bork & Associates LLP 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
our financial statements, nor has Lopez, Blevins, Bork & Associates LLP provided
to us 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 Malone &
Bailey.

A Current Report on Form 8-K was promptly filed by us to report a change in
our accountants. We have requested Malone & Bailey to furnish us with a letter
addressed to the Commission stating whether they agreed with the statements we
made in our Current Report on Form 8-K, filed with the Commission on August 23,
2004. We included Malone & Bailey's letter as an exhibit to our Current Report
on Form 8-K filed with the Commission on August 23, 2004.

VOTE REQUIRED

Once a quorum is present and voting, the affirmative vote of a simple
majority of the shares present is required to ratify the selection of Lopez,
Blevins, Bork & Associates LLP as our independent public accountants.

The board of directors recommends a vote FOR the selection of Lopez,
Blevins, Bork & Associates LLP as our independent public accountants as
described in Attachment A hereto.
-------------

GRANT OF DISCRETIONARY AUTHORITY TO THE BOARD OF DIRECTORS
TO EFFECT AN UP TO ONE FOR 500 REVERSE STOCK SPLIT

Our board of directors has adopted a resolution to seek stockholder
approval to grant the board discretionary authority to implement a reverse split
for the purpose of increasing the market price of our common stock. The reverse
split exchange ratio that the board of directors approved and deemed advisable
and for which it is seeking stockholder approval is one post-consolidation share
for up to 500 pre-consolidation shares, with the reverse split to occur within
12 months of the date of this information statement, the exact time and ratio of
the reverse split to be determined by the directors in their discretion. A copy
of the proposed resolution approving the reverse split is contained in
Attachment A to this information statement. Approval of this proposal would give
- ------------
the board authority to implement the reverse split. In addition, approval of
this proposal would also give the board authority to decline to implement a
reverse split.

The board of directors believes that the higher share price that might
initially result from the reverse stock split could help generate interest in
Marmion Industries Corp. among investors and thereby assist us in raising future
capital to fund our operations or make acquisitions.

Our board of directors believes that stockholder approval of a range for
the exchange ratio of the reverse split (as contrasted with approval of a
specified ratio of the split) provides the board of directors with maximum
flexibility to achieve the purposes of a stock split and, therefore, is in the
best interests of our stockholders. The actual ratio for implementation of the
reverse split would be determined by our board of directors based upon its
evaluation as to what ratio of pre-consolidation shares to post-consolidation
shares would be most advantageous to us and our stockholders.

Our board of directors also believes that stockholder approval of a
twelve-months range for the effectuation of the reverse split (as contrasted
with approval of a specified time of the split) provides the board of directors
with maximum flexibility to achieve the purposes of a stock split and,
therefore, is in our best interests and our

-11-

stockholders. The actual timing for implementation of the reverse split would
be determined by our board of directors based upon its evaluation as to when and
whether such action would be most advantageous to us and our stockholders.

If you approve the grant of discretionary authority to our board of
directors to implement a reverse split and the board of directors decides to
implement the reverse split, we will implement a reverse split of our then
issued and outstanding common stock at the specific ratio set by the board.

Stockholders should note that the effect of the reverse split upon the
market price for our common stock cannot be accurately predicted. In particular,
if we elect to implement a one for 500 reverse split there is no assurance that
prices for shares of our common stock after a reverse split will be 500 times
greater than the price for shares of our common stock immediately prior to the
reverse split. Furthermore, there can be no assurance that the market price of
our common stock immediately after a reverse split will be maintained for any
period of time. Moreover, because some investors may view the reverse split
negatively, there can be no assurance that the reverse split will not adversely
impact the market price of our common stock or, alternatively, that the market
price following the reverse split will either exceed or remain in excess of the
current market price.

EFFECT OF THE REVERSE SPLIT

The reverse split would not affect the registration of our common stock
under the Securities Exchange Act of 1934, as amended, nor will it change our
periodic reporting and other obligations thereunder.

The voting and other rights of the holders of our common stock would not be
affected by the reverse split (other than as a result of the payment of cash in
lieu of fractional shares as described below). For example, a holder of 0.5
percent of the voting power of the outstanding shares of our common stock
immediately prior to the effective time of the reverse split would continue to
hold 0.5 percent of the voting power of the outstanding shares of our common
stock after the reverse split. The number of stockholders of record would not be
affected by the reverse split (except to the extent that any stockholder holds
only a fractional share interest or has less than 500 shares if the reverse
split ratio is determined to be one for 500) and receives cash for such
interest).

The authorized number of shares of our common stock and the par value of
our common stock under our articles of incorporation would remain the same
following the effective time of the reverse split.

The number of shares of our common stock issued and outstanding would be
reduced following the effective time of the reverse split in accordance with the
following formula: if we elect to implement a one for 500 reverse split every
500 shares of our common stock owned by a stockholder will automatically be
changed into and become one new share of our common stock, with 500 being equal
to the exchange ratio as determined by our board of directors.

Stockholders should recognize that if a reverse split is effected, they
will own a fewer number of shares than they presently own (a number equal to the
number of shares owned immediately prior to the effective time divided by the
one for 500 exchange ratio, subject to adjustment for fractional shares, as
described below).

As described below, stockholders who would otherwise hold fractional shares
after a reverse split will be entitled to cash payments in lieu of such
fractional shares. In addition, if a stockholder owns less than 500 shares
before the reverse split, the stockholder will cease to be a stockholder of
Marmion Industries Corp. after the effective time of the reverse split. In such
event, the stockholder will be paid cash for his shares. Consequently, the
reverse split will reduce the number of holders of post-reverse split shares as
compared to the number of holders of pre-reverse split shares to the extent that
there are stockholders presently holding fewer than 500 shares. However, the
intention of the reverse split is not to reduce the number of our stockholders.
In fact, we do not expect that the reverse split will result in any material
reduction in the number of our stockholders.

We currently have no intention of going private, and this proposed reverse
stock split is not intended to be a first step in a going private transaction
and will not have the effect of a going private transaction covered by Rule
13e-3 of the Exchange Act. Moreover, the proposed reverse stock split does not
increase the risk of us becoming a

-12-

private company in the future. We will continue to be subject to the periodic
reporting requirements of the Exchange Act following the reverse split of our
common stock.

Issuance of Additional Shares. The number of authorized but unissued shares
of our common stock effectively will be increased significantly by the reverse
split of our common stock. For example, if we elect to implement a one for 250
reverse split, based on the 46,489,901 shares of our common stock outstanding on
the record date and the 290,000,000 shares of our common stock that are
currently authorized under our articles of incorporation, prior to any increase
in the number of our authorized common stock, 243,510,099 shares of our common
stock will remain available for issuance prior to the reverse split taking
effect. A one for 250 reverse split would have the effect of decreasing the
number of our outstanding shares of our common stock from 46,489,901 to 185,960
shares.

Based on the 290,000,000 shares of our common stock that are currently
authorized under our articles of incorporation, prior to any increase in our
authorized common stock, if we elect to implement a one for 250 reverse split,
the reverse stock split, when implemented, would have the effect of increasing
the number of authorized but unissued shares of our common stock from
243,510,099 to 289,814,049 shares.

If we elect to implement a one for 500 reverse split based on the
46,489,901 shares of our common stock outstanding on the record date and the
290,000,000 shares of our common stock that are currently authorized under our
articles of incorporation, prior to any increase in the number of our authorized
common stock 243,510,099 shares of our common stock will remain available for
issuance prior to the reverse split taking effect. A one for 500 reverse split
would have the effect of decreasing the number of our outstanding shares of our
common stock from 46,489,901 to 92,980 shares.

Based on the 290,000,000 shares of our common stock that are currently
authorized under our articles of incorporation, and prior to any increase in our
authorized common stock, if we elect to implement a one for 500 reverse split,
the reverse stock split, when implemented, would have the effect of increasing
the number of authorized but unissued shares of our common stock from
243,510,099 to 289,907,020 shares.

The issuance in the future of such additional authorized shares may have
the effect of diluting the earnings per share and book value per share, as well
as the stock ownership and voting rights, of the currently outstanding shares of
our common stock.

The effective increase in the number of authorized but unissued shares of
our common stock may be construed as having an anti-takeover effect by
permitting the issuance of shares to purchasers who might oppose a hostile
takeover bid or oppose any efforts to amend or repeal certain provisions of our
articles of incorporation or bylaws. Such a use of these additional authorized
shares could render more difficult, or discourage, an attempt to acquire control
of Marmion Industries Corp. through a transaction opposed by our board of
directors. At this time, our board does not have plans to issue any common
shares resulting from the effective increase in our authorized but unissued
shares generated by the reverse split.

CASH PAYMENT IN LIEU OF FRACTIONAL SHARES

In lieu of any fractional shares to which a holder of our common stock
would otherwise be entitled as a result of the reverse split, or if a holder has
less than 500 shares of our common stock prior to the reverse split, or less
than the number of shares equal to the reverse split ratio we finally determine
to use, we shall pay cash equal to such fraction or such number multiplied by
the average of the high and low trading prices of our common stock on the OTCBB
during regular trading hours for the five trading days immediately preceding the
effectiveness of the reverse split.

-13-

FEDERAL INCOME TAX CONSEQUENCES

We will not recognize any gain or loss as a result of the reverse split.

The following description of the material federal income tax consequences
of the reverse split to our stockholders is based on the Internal Revenue Code
of 1986, as amended, applicable Treasury Regulations promulgated thereunder,
judicial authority and current administrative rulings and practices as in effect
on the date of this information statement. Changes to the laws could alter the
tax consequences described below, possibly with retroactive effect. We have not
sought and will not seek an opinion of counsel or a ruling from the Internal
Revenue Service regarding the federal income tax consequences of the reverse
split. This discussion is for general information only and does not discuss the
tax consequences that may apply to special classes of taxpayers (e.g.,
non-residents of the United States, broker/dealers or insurance companies). The
state and local tax consequences of the reverse split may vary significantly as
to each stockholder, depending upon the jurisdiction in which such stockholder
resides. You are urged to consult your own tax advisors to determine the
particular consequences to you.

In general, the federal income tax consequences of the reverse split will
vary among stockholders depending upon whether they receive cash for their
shares or solely a reduced number of shares of our common stock in exchange for
their old shares of our common stock. We believe that the likely federal income
tax effects of the reverse split will be that a stockholder who receives solely
a reduced number of shares of our common stock will not recognize gain or loss.
With respect to a reverse split, such a stockholder's basis in the reduced
number of shares of our common stock will equal the stockholder's basis in its
old shares of our common stock. A stockholder who receives cash in lieu of his
shares as a result of the reverse stock split will generally be treated as
having received the payment as a distribution in redemption of the fractional
share, as provided in Section 302(a) of the Code, which distribution will be
taxed as either a distribution under Section 301 of the Code or an exchange to
such stockholder, depending on that stockholder's particular facts and
circumstances. Generally, a stockholder receiving such a payment should
recognize gain or loss equal to the difference, if any, between the amount of
cash received and the stockholder's basis in the shares. In the aggregate, such
a stockholder's basis in the reduced number of shares of our common stock will
equal the stockholder's basis in its old shares of our common stock decreased by
the basis allocated to the share for which such stockholder is entitled to
receive cash, and the holding period of the post-effective reverse split shares
received will include the holding period of the pre-effective reverse split
shares exchanged.

EFFECTIVE DATE

If the proposed reverse split is approved and the board of directors elects
to proceed with a reverse split, the split would become effective as of 5:00
p.m. Nevada time on the date the split is approved by our stockholders, which
will be 20 days from the date of this information statement. Except as explained
herein with respect to fractional shares and stockholders who currently hold
fewer than 500 shares, or such lesser amount as we may determine, on such date,
all shares of our common stock that were issued and outstanding immediately
prior thereto will be, automatically and without any action on the part of the
stockholders, converted into new shares of our common stock in accordance with
the one for 500 exchange ratio or such other exchange ratio we determine.

RISKS ASSOCIATED WITH THE REVERSE SPLIT

This information statement includes forward-looking statements including
statements regarding our intent to solicit approval of a reverse split, the
timing of the proposed reverse split and the potential benefits of a reverse
split, including, but not limited to, increased investor interest and the
potential for a higher stock price. The words "believe," "expect," "will," "may"
and similar phrases are intended to identify such forward-looking statements.
Such statements reflect our current views and assumptions, and are subject to
various risks and uncertainties that could cause actual results to differ
materially from expectations. These risks include that we may not have
sufficient resources to continue as a going concern; any significant downturn in
our industry or in general business conditions would likely result in a
reduction of demand for our products and would be detrimental to our business;
we will be unable to achieve profitable operations unless we increase quarterly
revenues or make further cost reductions, a loss of or decrease in purchases by
one of our significant customers could materially and adversely affect our
revenues and profitability; the loss of key personnel could have a material
adverse effect on our business; the large number of

-14-

shares available for future sale could adversely affect the price of our common
stock; and the volatility of our stock price. For a discussion of these and
other risk factors, see our annual report on Form 10-KSB for the year ended
December 31, 2003 and other filings with the Securities and Exchange Commission.

If approved and implemented, the reverse stock split will result in some
stockholders owning "odd-lots" of less than 100 common shares of our stock on a
post-consolidation basis. Odd lots may be more difficult to sell, or require
greater transaction costs per share to sell than shares in "even lots" of even
multiples of 100 shares.

VOTE REQUIRED

The affirmative vote of a majority of the total number of shares of our
issued and outstanding capital stock is required to approve the grant of
discretionary authority to our directors to implement a reverse stock split.

The board of directors recommends a vote FOR approval of the grant of
discretionary authority to our directors to implement a reverse stock split as
described in Attachment A hereto.
-------------

Information regarding the beneficial ownership of our common stock and
preferred stock by management and the board of directors is noted below.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents information regarding the beneficial ownership
of all shares of our common and preferred stock as of the record date by:

- - Each person who beneficially owns more than five percent of the outstanding
shares of our common stock;

- - Each person who beneficially owns outstanding shares of our preferred
stock;

- - Each of our directors;

- - Each named executive officer; and

- - All directors and officers as a group. shares of our common stock and

COMMON SHARES PREFERRED SHARE
------------ ---------------
BENEFICIALLY OWNED (2) BENEFICIALLY OWNED (2)
----------------------- -----------------------
NAME OF BENEFICIAL OWNER (1) NUMBER PERCENT NUMBER PERCENT
- ---------------------------- ------------ --------- ------------ ---------

Wilbert H. Marmion (3) . . . . . . . . . . 2,360,430 0.05 2,870,000 100
Ellen Raidl (3). . . . . . . . . . . . . . -0- -0- -0- -0-
John Royston . . . . . . . . . . . . . . . -0- -0- -0- -0-
All directors and executive officers as a
group (three persons). . . . . . . . . . . 2,360,430 0.05 2,870,000 100
============ ========= ============ =========

- -----------------------
(1) Unless otherwise indicated, the address for each of these stockholders is
c/o Marmion Industries Corp., 9103 Emmott Road, Building 6, Suite A,
Houston, Texas 77040. Also, unless otherwise indicated, each person named
in the table above has the sole voting and investment power with respect to
our shares of common stock which he or she beneficially owns.
(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. As of the date of this information
statement, there were issued and outstanding 46,489,901 shares of our
common stock and 2,870,000 shares of our preferred stock. Each of our
preferred shares is convertible into 40 shares of our common stock, and
each preferred share has the same voting rights as 40 shares of our common
stock. As a result, Mr. Marmion will have the power to vote 117,160,430
shares of our common stock.
(3) Mr. Marmion and Mrs. Raidl are married.

-15-

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, executive
officers and persons who own more than 10 percent of a registered class of our
equity securities, file with the SEC initial reports of ownership and reports of
changes in ownership of our equity securities. Officers, directors and greater
than 10 percent stockholders are required by SEC regulation to furnish us with
copies of all Section 16(a) forms they file. All such persons have filed all
required reports.

FORM 10-KSB ANNUAL REPORT AND QUARTERLY REPORTS ON FORM 10-QSB

Our Annual Report on Form 10-KSB for the year ended December 31, 2003, and
Financial Information from our Quarterly Reports for the Periods Ended March 31,
2004 and June 30, 2004 are incorporated herein by reference.

EXHIBITS TO ANNUAL AND QUARTERLY REPORTS AND COPIES OF QUARTERLY REPORTS

WE HAVE FURNISHED OUR ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED
DECEMBER 31, 2003, WHICH INCLUDED LISTS BRIEFLY DESCRIBING ALL THE EXHIBITS NOT
CONTAINED THEREIN. WE WILL FURNISH COPIES OF OUR QUARTERLY REPORTS FOR THE
PERIODS ENDED MARCH 31, 2004 AND JUNE 30, 2004, WHICH INCLUDED LISTS BRIEFLY
DESCRIBING ALL THE EXHIBITS NOT CONTAINED THEREIN. WE WILL FURNISH THE
QUARTERLY REPORTS AND ANY EXHIBIT TO THE FORM 10-KSB AND THE QUARTERLY REPORTS
UPON THE PAYMENT OF A SPECIFIED REASONABLE FEE WHICH FEE SHALL BE LIMITED TO OUR
REASONABLE EXPENSES IN FURNISHING ANY SUCH REPORT OR EXHIBIT. ANY REQUEST
SHOULD BE DIRECTED TO OUR CORPORATE SECRETARY AT 9103 EMMOTT ROAD, BUILDING 6,
SUITE A, HOUSTON, TEXAS 77040, TELEPHONE (713) 466-6585.

By Order of the Board of Directors,

/s/ Wilbert H. Marmion
Wilbert H. Marmion,
President

-16-

ATTACHMENT A
RESOLUTIONS TO BE ADOPTED BY THE STOCKHOLDERS OF
MARMION INDUSTRIES CORP.
(THE "COMPANY")

RESOLVED, that Wilbert H. Marmion, Ellen Raidl and John Royston are hereby
elected as directors of the Company to serve until their successors are duly
elected; and

RESOLVED FURTHER, that the amendment to the Company's Articles of
Incorporation increasing the number of authorized shares of common stock to
3,000,000,000 shares is hereby adopted and approved in all respects; and

RESOLVED FURTHER, that the amendment to the Company's Articles of
Incorporation increasing the number of authorized shares of preferred stock to
500,000,000 shares is hereby adopted and approved in all respects; and

RESOLVED FURTHER, that the appointment of Lopez, Blevins, Bork & Associates
LLP as the Company's independent public accountants is hereby adopted and
approved in all respects; and

RESOLVED FURTHER, that the directors are hereby granted discretionary
authority to implement a one for up to 500 reverse split of the Company's common
stock to occur within 12 months of the Company's information statement on
Schedule 14C, with the exact time and ratio of the reverse split to be
determined by the directors within their discretion, and

RESOLVED FURTHER, that the officers of the Company be, and each of them
hereby is, authorized, empowered and directed, for and on behalf of the Company,
to take any and all actions, to perform all such acts and things, to execute,
file, deliver or record in the name and on behalf of the Company, all such
instruments, agreements, or other documents, and to make all such payments as
they, in their judgment, or in the judgment of any one or more of them, may deem
necessary, advisable or appropriate in order to carry out the transactions
contemplated by the foregoing resolutions.

ATTACHMENT B

CHARTER OF
THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
OF MARMION INDUSTRIES CORP.

1. Committee Composition. The Compensation Committee (the "Committee") of
---------------------
the Board of Directors (the "Board") of Marmion Industries Corp., a Nevada
corporation (the "Company"), will be comprised of at least two members of the
Board who are not employees of the Company. The members of the Committee,
including the Committee Chairman, will be annually appointed by and serve at the
discretion of the Board.

2. Functions and Authority. The operation of the Committee will be
-------------------------
subject to the Articles of Incorporation of the Company and applicable Nevada
laws and any other applicable laws, rules or regulations, as in effect from time
to time. The Committee will have the full power and authority to carry out the
following responsibilities:

(a) To recommend the salaries, bonuses and incentives, and all cash,
equity and other forms of compensation (the "total compensation") paid to the
members of the management of the Company as may be required under Nevada law,
and advise and consult with the President regarding the compensation scheme for
all executive officers.

(b) To advise and consult with management to establish policies,
practices and procedures relating to the Company's employee stock, option, cash
bonus and incentive plans and employee benefit plans and, as may be required
under applicable law, and administer any such plans.

(c) To administer the Company's employee stock option plan and
perform the functions contemplated to be performed by the management with
respect to the President and all plan participants who may be deemed "officers"
for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

(d) To advise and consult with management regarding managerial
personnel policies and compensation schemes.

(e) To review and make recommendations to the full Board concerning
any fees and other forms of compensation paid to members of the Board for Board
and committee service.

(f) To exercise the authority of the Board concerning any policies
relating to the service by the members of management or executive officers, as a
director of any unrelated company, joint venture or other enterprise.

(g) At the Committee's sole discretion, to review all candidates for
appointment to senior managerial or executive officer positions with the Company
and provide a recommendation to the Board.

(h) At the Committee's sole discretion, to annually or periodically
interview all officers who directly report to the President.

(i) To administer the annual performance review of the President
which is to be completed by the full Board. The Committee Chairman together with
the Chairman of the Board shall review the results of the performance evaluation
with the President.

(j) To perform such other functions and have such other powers as may
be necessary or convenient in the efficient discharge of the foregoing
responsibilities and as may be delegated by the Board from time to time.

(k) To regularly report to the Board the activities of the Committee,
or whenever it is called upon to do so.

3. Meetings. The Committee will hold regular meetings each year as the
--------
Committee may deem appropriate. The President and Chairman of the Board, and
any other invited employees and outside advisers, may attend any meeting of the
Committee, except for portions of the meetings where his or their presence would
be inappropriate, as determined by the Committee Chairman.

4. Minutes and Reports. The Committee will keep minutes of each
---------------------
meeting and will distribute the minutes to each member of the Committee, and to
members of the Board who are not members of the Committee and the Secretary of
the Company. The Committee Chairman will report to the Board the activities of
the Committee at the Board meetings or whenever so requested by the Board.

By Order of the Board of Directors,

By /s/ Wilbert H. Marmion
-------------------------------------
Wilbert H. Marmion,
President and Chief Executive Officer

ATTACHMENT C

CHARTER OF
THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
OF MARMION INDUSTRIES CORP.

1. Audit Committee Purpose. The Audit Committee of the Board of Directors
-----------------------
of Marmion Industries Corp., a Nevada corporation (the "Company") is appointed
by the Board of Directors to assist the Board of Directors in fulfilling its
oversight responsibilities. The Audit Committee's primary duties and
responsibilities are to:

(a) Monitor the integrity of the Company's financial reporting
process.

(b) Provide systems of internal controls regarding finance,
accounting, and legal compliance.

(d) Provide an avenue of communication among the independent
auditors, management, and the Board of Directors.

The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities and it has direct access to the
independent auditors as well as anyone in the organization. The Audit Committee
has the ability to retain, at the Company's expense, special legal, accounting,
or other consultants or experts it deems necessary in the performance of its
duties.

2. Audit Committee Composition and Meetings. Audit Committee members shall
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meet the requirements of the National Association of Securities Dealers and the
criteria set forth in the Appendix 1 attached hereto. The Audit Committee shall
be comprised of two or more directors as determined by the Board of Directors,
each of whom shall be independent nonexecutive directors, free from any
relationship that would interfere with the exercise of his independent judgment.
All members of the Audit Committee shall have a basic understanding of finance
and accounting and be able to read and understand fundamental financial
statements, and at least one member of the Audit Committee shall have accounting
or related financial management expertise.

Audit Committee members shall be appointed by the Board of Directors on
recommendation of a nominating committee. If an audit committee Chairman is not
designated or present, the members of the Audit Committee may designate a
Chairman by majority vote of the Audit Committee membership.

The Audit Committee shall meet at least three times annually, or more
frequently as circumstances dictate. The Audit Committee Chairman shall prepare
and/or approve an agenda in advance of each meeting. The Audit Committee should
meet privately in executive session at least annually with management, the
independent auditors and as a committee to discuss any matters that the Audit
Committee or each of these groups believes should be discussed.

3. Audit Committee Responsibilities and Duties.
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(a) Review Procedures.
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(i) Review and reassess the adequacy of this Charter at least
annually. Submit the charter to the Board of Directors for approval and have the
document published at least every three years in accordance with the Securities
and Exchange Commission regulations.

(ii) Review the Company's annual audited financial statements
prior to filing or distribution. Review should include discussion with
management and independent auditors of significant issues regarding accounting
principles, practices and judgments.

In consultation with the management and the independent auditors, consider
the integrity of the Company's financial reporting processes and controls.
Discuss significant financial risk exposures and the steps management has taken
to monitor, control and report such exposures. Review significant findings
prepared by the independent auditors together with management's responses
including the status of previous recommendations.

(b) Independent Auditors.
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(i) The independent auditors are ultimately accountable to the
Audit Committee and the Board of Directors. The Audit Committee shall review the
independence and performance of the auditors and annually recommend to the Board
of Directors the appointment of the independent auditors or approve any
discharge of auditors when circumstances warrant.

(ii) Approve the fees and other significant compensation to be
paid to the independent auditors.

On an annual basis, the Audit Committee should review and discuss with the
independent auditors all significant relationships they have with the Company
that could impair the auditors' independence.

Review the independent auditors' audit plan, and discuss scope, staffing,
locations, reliance upon management and internal audit and general audit
approach.

Prior to releasing the year-end earnings, discuss the results of the audit
with the independent auditors. Discuss certain matters required to be
communicated to audit committees in accordance with the American Institute of
Certified Public Accountants Statement of Auditing Standards No. 61.

Consider the independent auditors' judgment about the quality and
appropriateness of the Company's accounting principles as applied in its
financial reporting.

4. Legal Compliance. On at least an annual basis, review with the
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Company's counsel, any legal matters that could have a significant impact on the
organization's financial statements, the Company's compliance with applicable
laws and regulations, inquiries received from regulators or governmental
agencies.

5. Other Audit Committee Responsibilities.
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(a) Annually prepare a report to stockholders as required by the
Securities and Exchange Commission. The report should be included in the
Company's annual proxy statement.

(b) Perform any other activities consistent with this Charter, the
Company's Bylaws and governing law, as the Audit Committee or the Board of
Directors deems necessary or appropriate.

(c) Maintain minutes of meetings and periodically report to the Board
of Directors on significant results of the foregoing activities.

(d) Establish, review and update periodically a Code of Ethical
Conduct and ensure that management has established a system to enforce this
Code.

(e) Periodically perform self-assessment of audit committee
performance.

(f) Review financial and accounting personnel succession planning
within the Company.

(g) Annually review policies and procedures as well as audit results
associated with directors' and officers' expense accounts and perquisites.
Annually review a summary of directors' and officers' related party transactions
and potential conflicts of interest.

By Order of the Board of Directors,

By /s/ Wilbert H. Marmion
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Wilbert H. Marmion,
President and Chief Executive Officer

APPENDIX 1

MARMION INDUSTRIES CORP.
DEFINITION OF INDEPENDENCE AS IT PERTAINS
TO AUDIT COMMITTEE MEMBERS

1. To be considered independent, a member of the Audit Committee cannot:

(a) Have been an employee of the Company or its affiliates within the
last three years;

(b) Have received compensation from the Company or its affiliates in
excess of $60,000 during the previous fiscal year, unless for board service, in
the form of a benefit under a tax-qualified retirement plan, or
non-discretionary compensation;

(c) Be a member of the immediate family of an executive officer of
the Company or any of its affiliates, or someone who was an executive officer of
the Company or any of its affiliates within the past three years;

(d) Be a partner, controlling stockholder, or executive officer of a
for profit organization to which the Company made, or from which the Company
received payments (other than those arising solely from investments in the
Company's securities) in any of the past three years in excess of the greater of
$200,000 or five percent of the consolidated gross revenues for that year of
either organization; or

(e) Be employed as an executive of another entity where any of the
Company's executives serves on that other entity's compensation committee.

2. Subject to compliance with the listing requirements of The Nasdaq
Stock Market or any applicable stock exchange and the regulations of the
Securities and Exchange Commission, and under the limited circumstances set
forth in such listing requirements and regulations, one person (who is not a
current employee or family member of an employee) not meeting the foregoing
criteria may be appointed to the Audit Committee if the Board of Directors (i)
determines that the best interests of the Company and its stockholders so
require, and (ii) discloses, in the next annual proxy statement subsequent to
such determination, the nature of the relationship and the reasons for that
determination.