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

FORM 10-QSB/A
AMENDMENT NO. 1

[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 of (I.R.S. Employer
incorporation or organization) 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 46,489,901 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) . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis or Plan of Operation. . 7
Item 3. Controls and Procedures. . . . . . . . . . . . . . . . . . . 12
PART II - OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . 13
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . 13
Item 2. Changes in Securities. . . . . . . . . . . . . . . . . . . . 13
Item 3. Defaults Upon Senior Securities. . . . . . . . . . . . . . . 13
Item 4. Submission of Matters to a Vote of Security Holders. . . . . 13
Item 5. Other Information. . . . . . . . . . . . . . . . . . . . . . 13
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . 13
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. 15
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. 16
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. 17
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. 18

EXPLANATORY NOTE

The majority shareholder contributed the common stock of Marmion
Investments, Inc. to Marmion Industries Corp. (formally International Trust &
Financial Systems, Inc.) on May 20, 2004. For accounting purposes, this
transaction was treated as an acquisition of Marmion Industries Corp. and a
recapitalization of Marmion Investments, Inc. Marmion Industries, Inc. filed the
Form 10-QSB for the quarterly period ended June 30, 2004 without recording the
reverse merger of Marmion Investments, Inc. and Marmion Industries Corp. The
Form 10-QSB did not include the results of operations of Marmion Investments,
Inc., see the Form 8-K/A No. 1 filed for the financial statements of Marmion
Investments, Inc. The Form 10-QSB/A has been restated to include the financial
statements of Marmion Investments, Inc.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

MARMION INDUSTRIES CORP.
CONSOLIDATED BALANCE SHEET
JUNE 30, 2004
(UNAUDITED)
(AS RESTATED)

ASSETS

Current assets
Cash $ 56,619
Accounts receivable, net of allowance for doubtful accounts of $0 157,116
------------
Total current assets 213,735

Property and equipment, net 110,913
------------

TOTAL ASSETS $ 324,648
============

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities
Accounts payable $ 181,310
Accrued expenses 34,704
Accrued salaries - officers 344,592
Advances - stockholder 46,109
Notes payable - related party 400,000
Current maturities of notes payable 16,223
------------
Total current liabilities 1,022,938

Notes payable, net of current maturities 36,769
------------

TOTAL LIABILITIES 1,059,707

Commitments

SHAREHOLDERS' DEFICIT:
Series A preferred stock, $.001 par value, 10,000,000 shares authorized,
2,870,000 shares issued and outstanding 147,669
Common stock, $.001 par value, 1,990,000,000 shares authorized,
46,489,901 shares issued and outstanding 46,489
Additional paid in capital 166,922
Retained earnings (1,096,139)
------------
Total Shareholders' Deficit (735,059)
------------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 324,648
============

MARMION INDUSTRIES CORP.
CONSOLIDATED STATEMENTS OF INCOME
THREE AND SIX MONTHS ENDED JUNE 30, 2004 AND 2003
(UNAUDITED)
(AS RESTATED)

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

Revenues $ 311,045 $ 349,866 $ 393,659 $ 400,211

Cost of sales 249,297 171,034 309,181 247,124
------------ ---------- ------------ -----------

Gross profit 61,748 178,832 84,478 153,087
------------ ---------- ------------ -----------

Costs and expenses
Salaries and employee benefits 126,756 51,159 266,363 108,823
General and administrative 192,509 45,576 404,869 90,185
------------ ---------- ------------ -----------
Total costs and expenses 319,265 96,735 671,232 199,008
------------ ---------- ------------ -----------

Net income (loss) $ (257,517) $ 82,097 $ (586,754) $ (45,921)
============ ========== ============ ===========

Net loss per share $ (0.01) $ 0.03 $ (0.06) $ (0.02)
============ ========== ============ ===========

Weighted average shares
outstanding:
Basic and diluted 20,667,939 2,360,430 10,663,784 2,360,430
============ ========== ============ ===========

MARMION INDUSTRIES CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2004 AND 2003
(UNAUDITED)
(AS RESTATED)

2004 2003
---------- ---------

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(586,754) $(45,921)
Adjustments to reconcile net loss to cash used in
operating activities:
Depreciation and amortization 15,813 16,638
Stock options 43,500 -
Changes in assets and liabilities:
Accounts receivable (6,618) (79,295)
Accounts payable 91,764 90,333
Accrued expenses 5,076 14,494
---------- ---------

CASH FLOWS USED IN OPERATING ACTIVITIES (437,219) (3,751)
---------- ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Recapitalization 4,477
Capital expenditures (3,466) -
---------- ---------

CASH FLOWS PROVIDED BY INVESTING ACTIVITIES 1,011 -
---------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of exercise of common stock options 312,103 -
Advances - stockholder, net (45,000) 32,879
Proceeds from notes payable - related party 155,000 -
Repayment of notes payable (8,138) (9,454)
---------- ---------

CASH PROVIDED BY FINANCING ACTIVITIES 413,965 23,425
---------- ---------

NET INCREASE (DECREASE) IN CASH (22,243) 19,674

Cash, beginning of period 78,862 (9,158)
---------- ---------

Cash, end of period $ 56,619 $ 10,516
========== =========

SUPPLEMENTAL DISCLOSURES
Interest paid $ - $ 1,493
========== =========
Income taxes $ - $ -
========== =========

MARMION INDUSTRIES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(AS RESTATED)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Marmion Industries
Corp. 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 registration
statement filed with the SEC on Form SB-2. 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 SB-2, have been omitted.

NOTE 2 - RESTATEMENT

The majority shareholder contributed the common stock of Marmion Investments,
Inc. to Marmion Industries Corp. (formally International Trust & Financial
Systems, Inc.) on May 20, 2004. For accounting purposes, this transaction was
treated as an acquisition of Marmion Industries Corp. and a recapitalization of
Marmion Investments, Inc. Marmion Industries, Inc. filed the Form 10-QSB for
the quarterly period ended June 30, 2004 without recording the reverse merger of
Marmion Investments, Inc. and Marmion Industries Corp. The Form 10-QSB did not
include the results of operations of Marmion Investments, Inc., see the Form
8-K/A No. 1 filed for the financial statements of Marmion Investments, Inc. The
Form 10-QSB/A has been restated to include the financial statements of Marmion
Investments, Inc.

NOTE 3 - STOCK BASED COMPENSATION

The Company accounts for its employee stock-based compensation plans under
Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued
to Employees. Marmion Air granted 13,750,000 options to purchase common stock
to employees in the six months ending June 30, 2004. All options vest
immediately, have an exercise price of 85 percent of market value on the date of
grant and expire 10 years from the date of grant. Marmion Air recorded
compensation expense of $43,500 under the intrinsic value method during the six
months ended June 30, 2004.

The following table illustrates the effect on net loss and net loss per share if
Marmion Air had applied the fair value provisions of FASB Statement No. 123,
Accounting for Stock-Based Compensation, to stock-based employee compensation.

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

Net income (loss) available to
common shareholders, as reported $ (257,517) $ 82,097 $(586,574) $ (45,921)
Add: stock based compensation determined
under intrinsic value based method 43,500 - 43,500 -
Less: stock based compensation determined
under fair value based method (124,825) - (124,825) -
------------ --------- ---------- ----------
Pro forma net loss $ (338,842) $ 82,097 $(667,899) $ (45,921)
============ ========= ========== ==========

Basic and diluted net income
(loss) per share:
As reported $ (0.01) $ 0.03 $ (0.06) $ (0.02)
============ ========= ========== ==========
Pro forma $ (0.02) $ 0.03 $ (0.06) $ (0.02)
============ ========= ========== ==========

NOTE 4 - ADVANCES - STOCKHOLDER

Marmion Air has received net advances from a shareholder of $46,109. The
advances are unsecured and are due upon demand. Interest is being accrued at
10% per year. Accrued interest as of June 30, 2004 and 2003 was $20,959 and
$10,070, respectively.

NOTE 5 - EQUITY

During the six months ended June 30, 2004, employees' exercised options to
acquire 11,025,000 shares of common stock on a cashless basis through an outside
broker. The broker sold the shares on the open market and Marmion Air received
proceeds totaling $312,103.

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.

There are several 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,
all to no avail.

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 affect 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, as a result of a contribution to
our capital by Mr. Marmion of all of his shares of common stock in Marmion
Investments, Inc., a Texas corporation d/b/a Marmion Air Service, 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, granaries and fuel storage
depots. We feel there is significant demand for these systems anywhere sensitive
computer systems and analysis equipment is located. We also provide residential
and commercial HVAC service in Texas, as well as specialty service to Fortune
500 clients.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2004 COMPARED TO THE CORRESPONDING PERIOD IN 2003.

Revenues. During the three months ended June 30, 2004, we had net revenues
of $311,045 compared to $349,866 during the same period in 2003, a decrease of
$38,821 (a 12% decrease). Costs of sales were $249,297 or approximately 80% of
our revenues during the three-month period ended June 30, 2004 as compared to
$171,034 or approximately 49% of our revenues during the same period in 2003.

The decrease in revenues is directly related to the uncertainty of
financial markets directly related to the events taking place in the Middle
East. We believe that our hazardous location manufacturing business is directly
related to the general economy and that a strong economy will have a positive
effect on the revenues we earn.

Operating Expenses. During the three-month period ended June 30, 2004,
operating expenses were $319,265 or approximately 103% of revenue as compared to
$96,735 or approximately 28% of revenue for the same period in 2003. The
increase in operating expenses as a percentage of revenues is the result of the
increase in jobs that have been awarded as well as an increase in professional
fees and the hiring of new employees.

Personnel and consulting expenses were $162,258 or approximately 49% of our
operating expenses during the three-month period ended June 30, 2004 as compared
to $58,169 or approximately 40% of our operating expenses during the three-month
period ended June 30, 2003. The number of our employees increased due the
addition of higher quality employees to increase revenues. During the three
month period ended June 30, 2004, as a result of the increase in employees,
commissions and salaries increased to $126,756 as compared to $51,159 for the
same period in 2003, commissions decreased to $954 as compared to $3,940 for the
same period in 2003, and consulting and management fees increased to $40,140 as
compared to $7,800 for the same period in 2003.

During the three-month period ended June 30, 2004, advertising and
promotion expenses were $1,033 or approximately one percent of our operating
expenses as compared to $7 or approximately one percent of our operating
expenses for the three-month period ended June 30, 2003. We anticipate that
advertising and promotion expenses will increase substantially for the remainder
of 2004 as we participate in joint marketing programs, and increase our investor
relations budget.

General overhead expenses totaled $192,509 for the three month period ended
June 30, 2004, or approximately 60% of our total operating expenses and
approximately 62% of our total revenue, as compared to $45,576 for the three
month period ended June 30, 2003, which was approximately 47% of our total
operating expenses and approximately 13% of our total revenue. General overhead
expenses for the three month period ended June 30, 2004 included rent and
utilities in the amount $9,807, telephone costs in the amount of $4,739, costs
of travel related to operations in the amount of $6,343, tools and warehouse
supplies of $2,980, professional fees in the amount of $40,140, automotive costs
in the amount of $2,759, insurance costs totaling $10,614 and office and
administration expenses in the amount of $115,127.

We anticipate that overhead as a percentage of operating expenses and total
revenue will decrease in future periods as we achieve certain economies from our
operations. If we expand our operations, we anticipate that the overall level of
general overhead expenses in dollars will increase.

Professional fees, which are made up primarily of accounting fees and legal
fees, totaled $40,139 during the three-month period ended June 30, 2004 as
compared to $7,800 for the three-month period ended June 30, 2003. The
professional fees related to preparation of our Securities Exchange Act reports,
professional fees related to preparing our Annual Meeting, and professional fees
associated with consulting and representation. Furthermore, if we find an
appropriate target, we intend to try to make at least one acquisition during
this fiscal year. If we are successful in making an acquisition, we will incur
expenses relating to the drafting and review of the documents related to the
transaction.

Depreciation and amortization expense was $7,906 for the three-month period
ended June 30, 2004 as compared to $8,319 for the three-month period ended June
30, 2003.

Gross Profit. Costs of goods sold were $249,297 for the three-month period
ended June 30, 2004 as compared to $171,134 for the three-month period ended
June 30, 2003. Gross profits were $61,748 or approximately 20% of revenues for
the three-month period ended June 30, 2004 as compared to $178,832 or
approximately 51% of revenues for the period ended June 30, 2003. Future gross
profit margins may vary considerably from quarter-to-quarter depending on the
performance of our various divisions.

Operating Net Income. For the quarter ended June 30, 2004 we realized net
loss of $(257,517) or $(0.01) per share as compared to a net income of $82,097
for the second quarter of 2003, or $0.03 per share.

SIX MONTHS ENDED JUNE 30, 2004 COMPARED TO THE CORRESPONDING PERIOD IN 2003.

Revenues. During the six months ended June 30, 2004, we had net revenues of
$393,659 compared to $400,211 during the same period in 2003, a decrease of
$6,552 (a 2% decrease). Costs of sales were $309,181 or approximately 79% of our
revenues during the six-month period ended June 30, 2004 as compared to $247,124
or approximately 62% during the same period in 2003.

The decrease in revenues reflects an insecure financial market. We believe
that our hazardous location air conditioner manufacturing will have a positive
effect on the revenues we earn. The decrease in the costs of sales as a
percentage of revenue is attributed to the strong performance of our business
products, which realize lower gross profit margins than our on site services.

Operating Expenses. During the six-month period ended June 30, 2004,
operating expenses were $671,232 or approximately 171% of revenue as compared to
$199,008 or approximately 50% of revenue for the same period in 2003. The
increase in operating expenses as a percentage of revenues is the result of cost
containment measures we implemented during the 2004 fiscal year.

Personnel and consulting expenses were $356,663 or approximately 53% of our
operating expenses during the six-month period ended June 30, 2004 as compared
to $116,323 or approximately 58% of our operating expenses during the six-month
period ended June 30, 2003. The number of our employees increased due to our
expansion. During the six month period ended June 30, 2004, as a result of the
increase in employees, commissions and salaries increased to $266,363 as
compared to $108,123 for the same period in 2003, commissions decreased to
$5,111 as compared to $5,647 for the same period in 2003, and consulting and
management fees increased to $90,300 as compared to $7,800 for the same period
in 2003.

During the six-month period ended June 30, 2004, advertising and promotion
expenses were $1,706 or approximately one percent of our operating expenses as
compared to $86 or approximately one percent of our operating expenses for the
six-month period ended June 30, 2003. We anticipate that advertising and
promotion expenses will increase substantially for the remainder of 2004 as we
participate in new marketing programs and increase our investor relations
budget.

General overhead expenses totaled $404,869 for the six month period ended
June 30, 2004, or approximately 60% of our total operating expenses and
approximately 103% of our total revenue, as compared to $90,185 for the six
month period ended June 30, 2003, which was approximately 45% of our total
operating expenses and approximately 23% of our total revenue. General overhead
expenses for the six month period ended June 30, 2004 included rent and
utilities in the amount $19,718, telephone costs in the amount of $8,022, costs
of travel related to operations in the amount of $17,536, tools and warehouse
supplies in the amount of $3,938, professional fees in the amount of $106,178,
automotive costs in the amount of $4,499, insurance costs totaling $16,138 and
office and administration expenses in the amount of $228,840.

Professional fees, which are made up primarily of accounting fees and legal
fees, totaled $106,178 during the six-month period ended June 30, 2004 as
compared to $7,800 for the six-month period ended June 30, 2003. The
professional fees related to preparation of our Securities Exchange Act reports,
fees related to preparing our Annual Meeting, and professional fees associated
with consulting and representation. Furthermore, if we find an appropriate
target, we intend to try to make at least one acquisition during this fiscal
year. If we are successful in making an acquisition, we will incur expenses
relating to the drafting and review of the documents related to the transaction.

Depreciation and amortization expense was $15,812 for the six-month period
ended June 30, 2004 as compared to $16,638 for the six-month period ended June
30, 2003.

Gross Profit. Costs of goods sold were $309,181 for the six-month period
ended June 30, 2004 as compared to $247,124 for the six-month period ended June
30, 2003. Gross profits were $84,478 or approximately 22% of revenues for the
six-month period ended June 30, 2004 as compared to $153,087 or approximately
38% of revenues for the period ended June 30, 2003. The decrease in gross profit
as a percentage of revenue reflects the

performance of hazardous location air conditioning manufacturing, which realize
lower gross profit margins than our on site services. Future gross profit
margins may vary considerably from quarter-to-quarter depending on the
performance of our various divisions.

Operating Net Income. For the quarter ended June 30, 2004, we realized net
loss for the second quarter of 2004 of $(586,754) or $(0.01) per share as
compared to a net loss of $(45,921) for the second quarter of 2003, or $(0.02)
per share.

We intend to continue to find ways to expand our business, including
through acquisitions. We believe that revenues and earnings will increase as we
grow. We anticipate that we will incur losses in the future if we are able to
expand our business and the marketing of our Internet technology through
acquisitions. The losses will be created to the extent of the excess of
technology development and marketing expenses over the income from operations.

LIQUIDITY AND CAPITAL RESOURCES

Our capital requirements, particularly as they relate to our desire to
expand through acquisitions, our plan to expand services, have been and will
continue to be significant. Our future cash requirements and the adequacy of
available funds will depend on many factors, including the pace at which we are
able to make acquisitions, the pace at which we can deploy our technology, the
acceptance of our third party certified equipment by our clients and the
availability of new contracts.

To date, we have funded our operations with the revenue we earn and through
sales of our securities. A substantial portion of the revenue we earn comes from
our business relationships with large oil industry customers. If one or both of
these business relationships were terminated, our revenues could decline
significantly. We cannot guarantee that these relationships will continue, or
even if they continue, that we will earn enough revenue to sustain our
operations. Currently, however, we believe that revenues from our operations
together our cash on hand will be sufficient to satisfy our working capital
needs for the remainder of 2004. During the next 12 months, if we fail to earn
revenue in an amount sufficient to fund our operations, we intend to raise
capital through public or private offerings of our securities or from loans, if
we are able to obtain them. We have no commitments for financing for our future
needs and we cannot guarantee that financing will be available to us, on
acceptable terms or at all. If we do not earn revenues sufficient to support our
business and we fail to obtain other financing, either through an offering of
our securities or by obtaining loans, we may be required to curtail, or even to
cease, our operations.

As of June 30, 2004 we had working deficit of $(809,203) made up of cash,
and accounts receivables of $157,116. Cash flow used for operating activities
required $(437,219) during six months ended June 30, 2004. We anticipate that
cash will remain constant for 2004. Our cash resources may decrease if we
complete an acquisition during 2004, or if we are unable to maintain positive
cash flow from our business through 2004.

Cash flow provided by investing activities during the six-month period
ended June 30, 2004 was $1,011, due to recapitalization. Net cash flow from
financing activities during the six-month period ended June 30, 2004, was
$413,695, which included proceeds from our private offering and proceeds from
the exercise of stock options.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We believe that we do not have any material exposure to interest or
commodity risks. We are exposed to certain economic and political changes in
international markets where we compete, such as inflation rates, recession,
foreign ownership restrictions, and trade policies and other external factors
over which we have no control.

Our financial results are quantified in U.S. dollars and a majority of our
obligations and expenditures with respect to our operations are incurred in U.S.
dollars. In the past the majority of our revenues were derived from the business
operations of our wholly owned subsidiary, Marmion Air Service, whose operations
are conducted in United States dollars. Although we do not believe we currently
have any materially significant market risks relating to our operations
resulting from foreign exchange rates, if we enter into financing or other
business arrangements denominated in currency other than the U.S. dollars,
variations in the exchange rate may give rise to foreign exchange gains or
losses that may be significant.

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 its 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.

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.

None.

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

__________
* 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.

On September 28, 2004, we filed a Current Report of Form 8-K/A reporting
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
Form 8-K on May 25, 2004.

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 September 29, 2004.

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