-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NFVre1vx1zF9UHWCF5ZRK/KYs5ozYX6R7aqNaixza5wg6T9Rlaum3vFaSt2y+zRy 2aHMAZn2u61J4OXqHKj8nw== 0001144204-06-002878.txt : 20060127 0001144204-06-002878.hdr.sgml : 20060127 20060126210748 ACCESSION NUMBER: 0001144204-06-002878 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051122 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060127 DATE AS OF CHANGE: 20060126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARMION INDUSTRIES CORP CENTRAL INDEX KEY: 0001123195 STANDARD INDUSTRIAL CLASSIFICATION: STEAM & AIR CONDITIONING SUPPLY [4961] IRS NUMBER: 061588136 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31507 FILM NUMBER: 06555123 BUSINESS ADDRESS: STREET 1: 9103 EMMOTT RD STREET 2: BUILDING 6 SUITE A CITY: HOUSTON STATE: TX ZIP: 77040 BUSINESS PHONE: 7134666585 MAIL ADDRESS: STREET 1: 9103 EMMOTT RD STREET 2: BUILDING 6 SUITE A CITY: HOUSTON STATE: TX ZIP: 77040 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL TRUST & FINANCIAL SYSTEMS INC DATE OF NAME CHANGE: 20000831 8-K 1 v034033_8k.txt 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) November 22, 2005 ------------------------------- Marmion Industries Corp. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 000-31507 06-158816 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 9103 Emmott Road, Building 6, Suite A, Houston, Texas 77040 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 466-3585 None - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) 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 (see General Instruction A.2.below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 1 Section 1 - Registrant's Business and Operations Item 1.01 Entry into a Material Definitive Agreement. On November 22, 2005, we entered into a Letter of Intent with M/S Al Dunia International, a Kuwait corporation. Pursuant to this Letter of Intent, we granted M/S Al Dumia an exclusive right to distribute our custom made industrial air conditioning equipment in the following countries: Kuwait, Quatar, Saudi Arabia, Heharin and the United Arab Emirates. We will manufacture and sell our products to M/S Al Dunia at a transfer price equal to 89% of the gross sales price of such products. The contract is to have a 5 year term and M/S Al Dunia's exclusive right to distribute our products in such aforementioned territories is contingent on their purchasing the following aggregate amount of our products in each year: (i) year 1: $300,000; (ii) year 2-$400,000; (iii) year 3-$500,000; (iv) year 4-$750,000; and (v) year 5-$1,000,000. M/S Al Dunia will be responsible for securing all regulatory approvals within each territory for distribution of our products in such territory and will bear the costs of seeking such approval. We are currently preparing and negotiating the definitive agreement, which will be filed upon completion. Item 1.02 Termination of a Material Definitive Agreement. Not applicable. Item 1.03 Bankruptcy or Receivership. Not applicable. Section 2 - Financial Information Item 2.01 Completion of Acquisition or Disposition of Assets. Not applicable. Item 2.02 Results of Operations and Financial Condition. Not applicable. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Not applicable. Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement. Not applicable. Item 2.05 Costs Associated with Exit or Disposal Activities. Not applicable. Item 2.06 Material Impairments. Not applicable. Section 3 - Securities and Trading Markets Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard: Transfer of Listing. Not applicable. 2 Item 3.02 Unregistered Sales of Equity Securities. Not applicable. Item 3.03 Material Modification to Rights of Security Holders. Not applicable. Section 4 - Matters Related to Accountants and Financial Statements Item 4.01 Changes in Registrant's Certifying Accountant. Not applicable Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. Not applicable. Section 5 - Corporate Governance and Management Item 5.01 Changes in Control of Registrant. Not applicable. Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. Not applicable. Item 5.03 Amendments to Articles of Incorporation or Bylaws: Change in Fiscal Year. Not applicable. Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans. Not applicable. Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. Not applicable. Section 6 - [Reserved] Not applicable. Section 7 - Regulation FD Item 7.01 Regulation FD Disclosure. Not applicable. 3 Section 8 - Other Events Item 8.01 Other Events. We effected a 1 for 100 reverse split of the outstanding and authorized shares of our common stock on January 25, 2006 (the "Effective Date"). On the Effective Date: (i) our total authorized shares of common stock was reduced from 5,000,000,000 shares to 50,000,000 shares; (ii) each one hundred (100) outstanding shares of our common stock were automatically converted into one (1) share of our common stock, resulting in 4,484,802 shares of our common stock outstanding as of the Effective Date and (iii) our common stock began trading under the symbol "MMIO" A certificate of change pursuant to NRS 78.209 was filed with the Nevada Secretary of State effectuating the reverse stock split and such action was approved by our Board of Directors. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. Exhibit Number Description ------ ----------- 10.1 Letter of Intent, dated November 22, 2005 between Marmion Industries Corp. and M/S AL Dunia Internatinal. 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: January 27, 2006 By: /s/ Wilbert H. Marmion ---------------------- Wilbert H. Marmion, President 4 EX-99.1 2 v034033_ex99-1.txt [Marmion Industries Corp. letterhead[ LETTER OF INTENT This letter of intent, dated as of November 22, 2005, will serve to outline a proposed distribution agreement by and between Marmion Industries Corp., a Nevada corporation ("Marmion") and M/S Al Dunia International, a Kuwait corporation ("M/S Al Dunia"). RECITALS A. Marmion designs, manufactures and markets custom made industrial air conditioning equipment (the "Products"). C. Marmion is willing to grant, and M/S Al Dunia desires to acquire, an exclusive right to distribute the Products in the countries of Kuwait, Quatar, Saudi Arabia, Beharin, and the United Arab Emirates (each a "Territory" and collectively the "Territories"). TERMS This letter of intent shall be binding on both parties; provided, however, that the parties agree to negotiate in good faith, on an exclusive basis, for the purpose of entering into one or more definitive agreements (the "Definitive Agreements") with respect to the subject matter of this letter of intent. It is understood that the Definitive Agreements, when executed, shall supersede this letter of intent. 1. GRANT OF DISTRIBUTION RIGHT. On the terms and conditions set forth in the Definitive Agreement, Marmion shall grant to M/S Al Dunia the exclusive right to distribute, market, and sell the Products in the Territories. The parties agree that Marmion may sell Products outside of the Territories, even if such Products are ultimately re-sold or otherwise up being used within the Territories, and such sales shall not be covered by the distribution right to be granted under the Definitive Agreements. 2. TRANSFER PRICE. Marmion will manufacture and sell the Products to M/S Al Dunia at a transfer price equal to 89% of the gross sales price of the Products. 3. CONSIDERATION. In consideration of the distribution rights to be granted and Marmion's other obligations under the Definitive Agreements, M/S Al Dunia agrees that, upon receipt of all required regulatory approvals, M/S Al Dunia will use it best efforts to market and sell the Products in the 1 Territories. M/S Al Dunia will be responsible to maintain the purchase requirements set forth on Exhibit A hereto in order to retain the exclusive right to sell the Product. YEAR -1 YEAR--2 YEAR--3 YEAR--4 YEAR--5 $300,000 $400,000 $500,000 $750,000 $1,000,000 4. REGULATORY APPROVALS. M/S Al Dunia intends to seek, and shall be solely responsible for, all regulatory approval within each of the Territories for its distribution within the Territories of the Products. 5. TERM. Unless earlier terminated pursuant to this letter of intent and/or the Definitive Agreements, the distribution rights shall expire five (5) years after the date of the Definitive Agreements. 6. DEFINITIVE AGREEMENTS. Beginning after the date of this letter of intent, the parties will use their best efforts to negotiate and enter into the Definitive Agreements by January 1, 2006. Such Definitive Agreements shall contain the terms and conditions of this letter of intent and the normal and customary representations, warranties, indemnities and other terms and conditions as are customary in agreements relating to a transaction in the nature of the transactions proposed herein. The Definitive Agreements shall be subject, in all respects, to the approval of all parties thereto. 7. FEES AND EXPENSES. Marmion and M/S Al Dunia shall each bear their own costs and expenses relating to the transactions contemplated hereby, including without limitation, fees and expenses of legal counsel, accountants, investment bankers, brokers or finders, printers, copiers, consultants or other representatives for the services used, hired or connected with the Definitive Agreements. Marmion and M/S Al Dunia shall each pay any commission or finder's fee or similar amount incurred by them by agreement or otherwise for retaining or consulting any broker, finder or investment banker in connection with the transactions contemplated by this letter. 8. CONFIDENTIALITY. Each of the parties hereto agrees that all confidential information obtained by them in the course of negotiating the Definitive Agreements and conducting the due diligence investigation regarding the Definitive Agreements as described above will be used solely for the purpose of negotiating and consummating the Definitive Agreements, will be held in strictest confidence by each of the parties hereto and their agents and will be divulged only to those directors, officers, employees and agents of the parties hereto, including legal counsel, accountants and financial advisers, who have a need to know such information in strictest confidence. Each party hereto shall direct such directors, officers, employees and agents to treat such information confidentially and shall advise such persons of the confidential nature of such information. Each party hereto also agrees to promptly return to the party from whom originally received all original and duplicate copies of written materials containing such confidential information should the transactions contemplated herein not occur. 2 9. MISCELLANEOUS. This letter of intent contains the entire agreement between us and correctly sets forth the rights and duties of each of the parties to each other as of this date, and may not be modified, altered or changed in any manner whatsoever, except by a written agreement signed by all of the parties hereto. This letter of intent may be executed in two or more counterparts, each signed by one of the parties and all of said counterparts together shall constitute one and the same instrument. The parties agree that facsimile signatures may be relied upon by each of the parties hereto as original signatures. This Letter of Intent shall be construed and interpreted in accordance with the governed and enforced in all respects by the laws of the State of California. 3 The parties hereto have executed this letter of intent as of the date first written above. M/S AL DUNIA INTERNATIONAL By /s/ Sheikh Ali N. Khazal ------------------------------------- Sheikh Ali N. Khazal General Manager MARMION INDUSTRIES CORP. By /s/ Wilbert H. Marmion ------------------------------------- Wilbert H. Marmion President 4 -----END PRIVACY-ENHANCED MESSAGE-----