U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the quarterly period ended June 30, 2004.

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from _______ to ________

COMMISSION FILE NUMBER: 000-31507

MARMION INDUSTRIES CORP.
(Name of small business issuer in its charter)

NEVADA 06-1588136
(State or other jurisdiction (I.R.S.
of incorporation or organization) Employer Identification No.)

9103 EMMOTT ROAD, BUILDING 6, SUITE A, HOUSTON TEXAS 77040
(Address of principal executive offices) (Zip Code)

(713) 466-6585
(Issuer's telephone number)

INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(Former name, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [_]

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of June 30, 2004, the
issuer had 49,214,901 shares of its common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes [_] No [X]

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . 3
Item 1. Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis or Plan of Operation . . . 10
Item 3. Controls and Procedures. . . . . . . . . . . . . . . . . . 11
PART II - OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . 12
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . 12
Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . 12
Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . 12
Item 4. Submission of Matters to a Vote of Security Holders . . . 12
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . 12
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. 14
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. 15
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. 16
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. 17

MARMION INDUSTRIES CORP
(f/k/a) INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
JUNE 30, 2004
(UNAUDITED)

ASSETS
Current Assets
Cash $ 5,557
============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accrued expenses $ 80
Accounts payable - related parties 45,585
Notes payable - shareholder 1,000
------------
46,665
------------

STOCKHOLDERS' DEFICIT:
Preferred stock, Series A, no par value, 10,000,000 shares
authorized, 2,870,000 shares issued and outstanding 147,669
Common stock, .001 par value, 50,000,000 shares
authorized, 49,214,901 shares issued and outstanding 49,215
Additional paid in capital 2,104,764
Deficit accumulated during the development stage (2,342,756)
------------
Total Stockholders' Deficit (41,108)
------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 5,557
============

F-1

MARMION INDUSTRIES CORP
(f/k/a) INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
THREE MONTHS & SIX MONTHS ENDED JUNE 30, 2004 AND 2003
AND PERIOD FROM SEPTEMBER 1, 1996 (INCEPTION) THROUGH JUNE 30, 2004
(UNAUDITED)

Inception
Three Months Ended Six Months Ended through
June 30, June 30, June 30,
2004 2003 2004 2003 2004
------------ ------------ ------------ ------------ ------------

General and administrative $ 498,849 $ 10,877 $ 1,305,408 $ 22,681 $ 1,730,613
Development costs - - - - 466,361
Bad debt expense - - - - 150,677
Debt forgiveness - - - - (6,768)
Depreciation - 468 - 937 1,873
------------ ------------ ------------ ------------ ------------

Net loss $ (498,849) $ (11,345) $(1,305,408) $ (23,618) $(2,342,756)
============ ============ ============ ============ ============

Net loss per share:
Basic and diluted $ (0.01) $ (0.00) $ (0.03) $ (0.00)
============ ============ ============ ============

Weighted average shares
outstanding:
Basic and diluted 41,151,714 24,392,972 37,375,962 24,389,916
============ ============ ============ ============

F-2

MARMION INDUSTRIES CORP
(f/k/a) INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2004 AND 2003
AND PERIOD FROM SEPTEMBER 1, 1996 (INCEPTION) THROUGH JUNE 30, 2004
(UNAUDITED)

Inception
Six Months Ended through
June 30, June 30,
2004 2003 2004
------------ --------- ------------

CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $(1,305,408) $(23,618) $(2,342,756)
Adjustments to reconcile net deficit to
cash used by operating activities:
Stock issued for merger expenses - - 14,179
Debt forgiveness - (6,758)
Stock issued for services 1,264,300 - 1,637,452
Impairment - - 7,473
Depreciation - 937 1,873
Changes in operating assets and
liabilities:
Accounts payable - 1,995 6,758
Accrued expenses 80 - 80
Accounts payable-related parties 45,585 - 45,585
------------ --------- ------------
CASH FLOWS USED IN OPERATING
ACTIVITIES 4,557 (20,686) (636,114)
------------ --------- ------------

CASH FLOWS FROM IN INVESTING
ACTIVITIES
Purchase of property and equipment - - (9,346)
------------ --------- ------------

CASH FLOWS FROM FINANCING
ACTIVITIES
Proceed from issuance of common stock - 550 650,017
Advances by officers 1,000 19,782 1,000
------------ --------- ------------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 1,000 20,332 651,017
------------ --------- ------------

NET INCREASE (DECREASE) IN CASH 5,557 (354) 5,557
Cash, beginning of period - 354 -
------------ --------- ------------
Cash, end of period $ 5,557 $ - $ 5,557
============ ========= ============

F-3

MARMION INDUSTRIES CORP
(f/k/a) INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of International Trust &
Financial Systems, Inc. ("International Trust") have been prepared in accordance
with accounting principles generally accepted in the United States of America
and the rules of the Securities and Exchange Commission ("SEC"), and should be
read in conjunction with the audited financial statements and notes thereto
contained in the Company's Annual Report filed with the SEC on Form 10-KSB. In
the opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the
results of operations for the interim periods presented have been reflected
herein. The results of operations for interim periods are not necessarily
indicative of the results to be expected for the full year. Notes to the
financial statements which would substantially duplicate the disclosure
contained in the audited financial statements for the most recent fiscal year
2003 as reported in Form 10-KSB, have been omitted.

NOTE 2 - EQUITY

On January 19, 2004, a change in control occurred as the result of the
acquisition of our capital stock of International Trust by Wilbert H. Marmion
and Steven F. Owens.

Pursuant to that certain Purchase and Escrow Agreement dated November 12, 2003,
by and between International Trust 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. 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. On January
19, 2004, Mr. Owens acquired 2,999,855 shares of our common stock.

During the three months ending March 31, 2004, International Trust issued
5,179,125 shares of its common stock for services valued at $789,300.

During the three months ending June 30, 2004, International Trust issued
13,750,000 shares of its common stock for services pursuant to the Employee
Stock Option Plan (ESOP). The shares were valued at $475,000.

NOTE 3 - SUSEQUENT EVENT

In July and August of 2004 International Trust issued 61,000,000 to the Employee
Stock Option Plan (ESOP).

F-4

PART I - FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

FORWARD-LOOKING INFORMATION

Much of the discussion in this Item 2 is "forward looking" as that term is
used in Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934. Actual operations and results may materially differ from
present plans and projections due to changes in economic conditions, new
business opportunities, changed business conditions, and other developments.
Other factors that could cause results to differ materially are described in our
filings with the Securities and Exchange Commission.

The following are factors that could cause actual results or events to
differ materially from those anticipated, and include, but are not limited to
general economic, financial and business conditions, changes in and compliance
with governmental laws and regulations, including various state and federal
environmental regulations, our ability to obtain additional financing from
outside investors and/or bank and mezzanine lenders; and our ability to generate
sufficient revenues to cover operating losses and position us to achieve
positive cash flow.

Readers are cautioned not to place undue reliance on the forward-looking
statements contained herein, which speak only as of the date hereof. We believe
the information contained in this Form 10-QSB to be accurate as of the date
hereof. Changes may occur after that date. We will not update that information
except as required by law in the normal course of its public disclosure
practices.

Additionally, the following discussion regarding our financial condition
and results of operations should be read in conjunction with the financial
statements and related notes contained in Item 1 of Part I of this Form 10-QSB,
as well as the financial statements in Item 7 of Part II of our Form 10-KSB for
the fiscal year ended December 31, 2003.

MANAGEMENT'S PLAN OF OPERATION

Prior to 2002, we were a blind pool whose sole business plan and direction
was to identify and merge with an operating business. During 2002 we entered
into two separate transactions to acquire operating businesses. Both
acquisitions proved not to be profitable and were terminated. During 2002 and
2003, we continued our efforts to identify and merge with an operating business
and entered into several agreements and transactions to accomplish that goal.

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 & Financial Systems, Inc.
Although we were founded in 1996, our original business plan was capital
intensive and we were unable to raise the capital necessary to implement or
carry out our original plan.

In accordance with Florida law, our board of directors unanimously voted on
August 13, 2002 to amend our Articles of Incorporation to effect a reverse split
of all outstanding shares of our common stock at an exchange ratio of
one-for-two, effective as of the close of business on September 10, 2002.

On January 19, 2004, a change in control occurred as the result of the
acquisition of our capital stock of the Registrant by Wilbert H. Marmion and
Steven F. Owens. 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.

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, Mr. Owens acquired 2,999,855 shares of our
free-trading common stock.

Additionally, with the consummation of the stock purchase transactions, Tim
B. Smith and David A. Pells resigned their positions as our officers and
directors. Wilbert H. Marmion was elected our sole director of the Registrant in
their place and stead. On February 24, 2004, Wilbert H. Marmion, our sole
director at the time, appointed Ellen Raidl and John Royston to serve as
directors alongside Wilbert H. Marmion. Ms. Raidl and Mr. Royston were also
elected our officers. Consequently, as of the date of this Quarterly Report, we
have the following officers:

OFFICE NAME
- ------------------------------------- ------------------
President and chief executive officer Wilbert H. Marmion
- ------------------------------------- ------------------
Secretary and treasurer Ellen Raidl
- ------------------------------------- ------------------
Vice president John Royston
- ------------------------------------- ------------------

Mr. Marmion and Mrs. Raidl are married.

Because we lack capital, an investment in us involves a very high degree of
risk.

Beginning in the second quarter of 2004, we have entered the business of
manufacturing and marketing of the explosion proof air conditioners,
refrigeration systems, chemical filtration systems and building pressurizers.
The explosion-proof market encompasses industries including oil and gas
exploration and production, chemical plants, graineries and fule storage depots.
There is significant demand for these systems anywhere sensitive computer
systems and analysis equipment is located. We provide residential and commercial
HVAC service in Texas, as well as specialty service to Fortune 500 clients

SECOND QUARTER COSTS AND CHANGES IN FINANCIAL CONDITIONS

RESULTS OF OPERATIONS

During the quarter ended June 30, 2004, we incurred an operating loss of
$498,849 and generated no revenues. The loss consists of sales, marketing,
general, and administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2004, our current assets exceeded current liabilities in the
amount of $46,665. We generated a cash flow deficit from operations of $41,108
for the three months ended June 30, 2004. Cash flow deficits from operating
activities for the three months ended June 30, 2004 is primarily attributable to
our net loss from operations of $498,849 adjusted primarily for common stock
issued to consultants and employees for services of $1,305,408.

Cash flow provided from financing activities was $1,000 for the three
months ended June 30, 2004. This was mainly from proceeds received from officers
and employees for stock options exercised during this period. All proceeds were
used for working capital.

As discussed by our accountants in the audited financial statements
included in Item 7 of our Annual Report on Form 10-KSB, our revenue is currently
insufficient to cover our costs and expenses We anticipate raising any necessary
capital from outside investors coupled with bank or mezzanine lenders. As of the
date of this report, we have not entered into any negotiations with any third
parties to provide such capital.

While we have raised capital to meet our working capital and financing
needs in the past, additional financing is required in order to meet our current
and projected cash flow deficits from operations and development.

By adjusting our operations and development to the level of capitalization,
we believe we have sufficient capital resources to meet projected cash flow
deficits through the next 12 months. However, if thereafter we are not
successful in generating sufficient liquidity from operations or in raising
sufficient capital resources, on terms acceptable to us, there could be a
material adverse effect on our business, results of operations, liquidity and
financial condition. We will continue to evaluate opportunities for corporate
development. Subject to our ability to obtain adequate financing at the
applicable time, we may enter into definitive agreements on one or more of those
opportunities.

Our independent certified public accountants have stated in their report
included in our December 31, 2003 Form 10-KSB, that we have incurred operating
losses in the last two years, and that we are dependent upon management's
ability to develop profitable operations. These factors among others may raise
substantial doubt about our ability to continue as a going concern.

RECENT DEVELOPMENTS

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 effective July 12, 2004. 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.

In order to effect a change in our domicile and name, our predecessor,
International Trust and Financial Systems, Inc., was merged with and into
Marmion Industries Corp., a Nevada corporation ("Marmion") on July 12, 2004, by
filing the Articles of Merger with the Secretaries of State of Florida and
Nevada. The merger had previously been approved by the holders of a majority of
the shares of International Trust and Financial Systems, Inc. and Marmion.
Following the merger the separate corporate existence of International Trust and
Financial Systems, Inc. ceased and the officers and directors of International
Trust and Financial Systems, Inc. became our current officers and directors. The
shareholders of International Trust and Financial Systems, Inc. received one
share of our common stock for every one share of the common stock of
International Trust and Financial Systems, Inc. held by the common shareholders
of International Trust and Financial Systems, Inc. The one share of common stock
of Marmion, outstanding immediately prior to the merger, was cancelled.

As a result, following the merger and the changes in name and domicile, the
common shareholders of International Trust and Financial Systems, Inc. hold all
of the issued and outstanding shares of our common stock.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

ITEM 3. CONTROLS AND PROCEDURES.

Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded,

processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file under the Exchange Act is accumulated and communicated to our management,
including our principal executive and financial officers, as appropriate to
allow timely decisions regarding required disclosure.

Evaluation of disclosure and controls and procedures. As of the end of the
period covered by this Quarterly Report, we conducted an evaluation, under the
supervision and with the participation of our chief executive officer and chief
financial officer, of our disclosure controls and procedures (as defined in
Rules 13a-15(e) of the Exchange Act). Based on this evaluation, our chief
executive officer and chief financial officer concluded that our disclosure
controls and procedures are effective to ensure that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms.

Changes in internal controls over financial reporting. There was no change
in our internal controls, which are included within disclosure controls and
procedures, during our most recently completed fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal
controls.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

As of the date of this report, we are not involved in any legal
proceedings.

ITEM 2. CHANGES IN SECURITIES.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On July 12, 2004, at a special shareholders' meeting, our shareholders
voted in favor of resolutions to change our domicile from Florida to Nevada.

The change in domicile resulted in a change in our jurisdiction of
incorporation from the State of Florida to the State of Nevada, change in our
name to "Marmion Industries Corp.," and also resulted in the adoption of new
articles of incorporation and bylaws, which will govern us under Nevada law.

The total number of votes cast in favor of the change in domicile was
117,160,430 shares of our common stock, which number exceeded the number of the
outstanding shares of our common stock on the record date.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits.

EXHIBIT NO. IDENTIFICATION OF EXHIBIT
- ----------- -------------------------------------------------------------------------------------------
3.1** Articles of Incorporation of International Trust & Financial Systems, Inc.
3.2** Articles of Incorporation of Marmion Industries Corp.

3.3** Bylaws of International Trust & Financial Systems, Inc.
3.4** Bylaws of Marmion Industries Corp.
10.1** Plan and Agreement of Merger
31.1* Certification of Wilbert H. Marmion, Chief Executive Officer of Marmion Industries Corp.,
pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of
2002.
31.2* Certification of Ellen Raidl, Treasurer of Marmion Industries Corp., pursuant to 18 U.S.C.
Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002.
32.1* Certification of Wilbert H. Marmion, Chief Executive Officer of Marmion Industries Corp.,
pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of
2002.
32.2* Certification of Ellen Raidl, Treasurer of Marmion Industries Corp., pursuant to 18 U.S.C.
Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002
<FN>
_________
* Filed herewith.
** Previously filed.

(b) Reports on Form 8-K.

On May 25, 2004, we filed a Current Report on Form 8-K, reporting the
contribution by Wilbert H. Marmion, our President and Chief Executive Officer,
all of his shares of common stock in Marmion Investments, Inc., a Texas
corporation d/b/a Marmion Air Service, as a contribution our capital.

It was not practicable to file the required historical financial statements
or pro forma financial information of Marmion Investments, Inc. at the time of
the filing of the Current Report on May 25, 2004. Accordingly, pursuant to Item
7(a)(4) of Form 8-K, we will file such financial statements under cover of Form
8-K/A as soon as practicable, but not later than the date required by applicable
law.

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

MARMION INDUSTRIES CORP.

Dated August 23, 2004.

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