UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    Form 8-K


                                 Current Report
                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


                        Date of Report: September 9, 2004
                                        -----------------

                           Marketing Educational Corp.
        (Exact name of small business issuer as specified in its charter)

                         Commission File Number: 0-19043
                                                 -------

         Florida                                               61-1299374
- ------------------------                                ------------------------
(State of incorporation)                                (IRS Employer ID Number)

                 211 West Wall Street, Midland, Texas 79701-4556
                 -----------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (432) 682-1761
                                 --------------
                         (Registrant's telephone number)


                      4087 Summer Avenue, Memphis, TN 38122
                      -------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)





Section 2.01 - Completion of Acquisition or Disposition of Assets

Effective at the close of business on September  30, 1992, as reported on a Form
8-K,  filed  October  7,  1992,  the  Company  experienced  a change  in  senior
management.  As a result of this event, the Company  effectively  liquidated all
operations and assets and became a dormant  entity at that point.  The Company's
management also elected to suspend it's reporting under the Securities  Exchange
Act of 1934, as amended, due to a lack of operating capital.

Section 4.01  - Changes in Registrant's Certifying Accountant

The Company has not had it's financial  statements  audited since the year ended
December 31, 1991.  At that time,  the Company had engaged the services of James
L. Douglas of Germantown,  Tennessee.  Mr.  Douglas' last audit report was dated
March 23, 1992. The Company has had no contact with Mr. Douglas since the filing
of it's Form 10-Q for the quarter ended June 30, 1992.

No  accountant's  report on the financial  statements for either of the past two
(2) years  contained  an  adverse  opinion  or a  disclaimer  of  opinion or was
qualified or modified as to uncertainty,  audit scope or accounting  principles,
except  for a going  concern  opinion  expressing  substantial  doubt  about the
ability of the Company to continue as a going concern.

During the Company's  two most recent fiscal years (ended  December 31, 2003 and
2002)  and from  January  1,  2004 to the  date of this  Report,  there  were no
disagreements  with Mr.  Douglas  on any  matter  of  accounting  principles  or
practices,  financial disclosure, or auditing scope or procedure.  There were no
reportable events, as described in Item 304(a)(2)(i) and (ii) of Regulation S-B,
during the Company's  two most recent fiscal years (ended  December 31, 2003 and
2002) and from January 1, 2004 to the date of this Report.

Engagement of S. W. Hatfield, CPA
- ---------------------------------

On September 9, 2004,  as a result of the change in control of the Company,  the
Company's Board of Directors and Senior Management  authorized the engagement of
S. W. Hatfield,  CPA of Dallas,  Texas (SWHCPA) as the Company's new independent
auditors. The Company did not consult with SWHCPA at any time prior to the April
2004 change in control or subsequent  thereto,  including the Company's two most
recent fiscal years ended December 31, 2003 and 2002, and the subsequent interim
periods through the date of this Report,  regarding any of the matters or events
set forth in Item 304(a)(2)(i) and (ii) of Regulation S-B.

Section 5.01 - Changes in Control of the Registrant

On April 16 and April 27, 2004, the Company, in two separate transactions,  sold
a total of 20,000,000 shares of restricted,  unregistered  common stock to Glenn
A.  Little,  pursuant to two separate  subscription  agreements  for  10,000,000
shares each, for gross  proceeds of  approximately  $20,000.  The Company relied
upon Section 4(2) of The  Securities  Act of 1933, as amended,  for an exemption
from  registration  of  these  shares  and  no  underwriter  was  used  in  this
transaction.

Mr. Little was concurrently  elected President,  Chief Executive Officer,  Chief
Operating  Officer,  Chairman  of the  Board of  Directors,  and  Secretary  and
Treasurer of the Company.

As  a  result  of  this  transaction,  Glenn  A.  Little  became  the  Company's
controlling  shareholder,  owning 20,000,000 shares of the 20,863,980 issued and
outstanding shares of the Registrant's common stock, or approximately 95.86%, at
the close of business on April 27, 2004.

Item 8.01 - Other Events

With the engagement of S. W. Hatfield, CPA, management,  through this filing, is
notifying  the general  public of it's intent to file the Annual  Report on Form
10-KSB for each of the years ended  December  31,  2001,  December  31, 2002 and
December 31, 2003, as soon as the  appropriate  records can be provided to S. W.
Hatfield,  CPA, the  Company's  newly  appointed  independent  certified  public
accounting  firm and the required audits of the Company's  financial  statements
may be  completed.  Additionally,  the  Company  intends  to file  the  required
Quarterly  Reports  on Form 10- QSB for each of the  respective  quarters  ended
March 31, June 30, and September 30, 2002;  March 31, June 30, and September 30,
2003, March 31, and June 30, 2004.




                                   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 thereunto duly authorized.

                                                     Marketing Educational Corp.

Date: September 9, 2004                              By:  /s/ Glenn A. Little
                                                        ------------------------
                                                                 Glenn A. Little
                                                         Chief Executive Officer