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 16, 2005
MARMION INDUSTRIES CORP.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
06-1588136 000-31507
(Commission File Number) (IRS Employer Identification No.)
9103 EMMOTT ROAD, BUILDING 6, SUITE A 77040
HOUSTON TEXAS (Zip Code)
(principal executive offices)
(713) 466-6585
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective July 16, 2005, Marmion Industries Corp. (the "Registrant")
dismissed its independent auditor, Lopez, Blevins, Bork & Associates LLP
("Lopez, Blevins").
The report of Lopez, Blevins on the Registrant's consolidated financial
statements as of and for the year ended December 31, 2004 did not contain any
adverse opinion or a disclaimer of opinion, nor were they qualified or modified
as to audit scope or accounting principles. However, the report did contain a
modification paragraph that raised substantial doubt about the Registrant's
ability to continue as a going concern.
The decision to change accountants was approved by the Registrant's Board
of Directors.
During the two most recent fiscal years and any subsequent interim period
through July 16, 2005 there were no disagreements between the Registrant and
Lopez, Blevins 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 Lopez, Blevins, would have caused Lopez,
Blevins to make reference to the subject matter of the disagreements in
connection with his reports on the financial statements for such periods.
Regulation S-K Item 304(a)(1)(v) is not applicable to this Report.
On July 16, 2005, the Registrant engaged Sherb & Co., LLP (Sherb) as the
Registrant's independent accountant to report on the Registrant's balance sheet
as of December 31, 2005, and the related combined statements of income,
stockholders' equity and cash flows for the years then ended. The decision to
appoint Sherb was approved by the Registrant's Board of Directors.
During the Registrant's two most recent fiscal years and any subsequent
interim period prior to the engagement of Sherb, neither the Registrant nor
anyone on the Registrant's behalf consulted with Sherb 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
the Registrant's financial statements or (ii) any matter that was either the
subject of a "disagreement" or a "reportable event," as those terms are defined
in Regulation S-K, Items 304(a)(1)(iv) and 304(a)(1)(v).
The Registrant provided the former accountant with a copy of the Current
Report before its filing with the Commission. The Registrant requested the
former accountant to furnish the Registrant with a letter addressed to the
Commission stating whether they agree with the statements made by the Registrant
in that Report and, if not, stating the respects in which they do not agree. The
Registrant has filed the former auditor's letter as an exhibit to this Current
Report.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is filed herewith:
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
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16.1 Letter from Lopez, Blevins, Bork & Associates LLP regarding
the disclosures made in this Current Report.
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.
Marmion Industries Corp.
Date: August 1, 2005.
By /s/ Wilbert H. Marmion
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Wilbert H. Marmion, President