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 March 31, 2005.

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

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. Employer
of incorporation or organization) Identification No.)

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

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

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 May 3, 2005, the issuer
had 5,013,421 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 . . . . . . . . . . . . . . . . . . . . . 1
Item 1. Financial Statements. . . . . . . . . . . . . . . . . . . . 1
Item 2. Management's Discussion and Analysis or Plan of Operation . 6
Item 3. Controls and Procedures . . . . . . . . . . . . . . . . . . 10
PART II - OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 11
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . 11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 11
Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . 11
Item 4. Submission of Matters to a Vote of Security Holders. . . . . 11
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . 12
Item 6. Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . 12
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

PART I - FINANCIAL INFORMATION

MARMION INDUSTRIES CORP.
BALANCE SHEET
MARCH 31, 2005
(UNAUDITED)

ASSETS

Current Assets
Cash $ 16,759
Accounts receivable, net of allowance for doubtful accounts of $5,329 261,148
Inventory 168,768
------------
Total Current Assets 446,675

Property and equipment, net of $106,657 accumulated depreciation 90,853
------------

TOTAL ASSETS $ 537,528
============

LIABILITIES AND STOCKHOLDER'S DEFICIT

Current Liabilities
Accounts Payable $ 390,394
Accrued Expenses 49,268
Accrued Salaries - officers 344,592
Advances - stockholders 252,628
Notes Payable - related party 218,000
Current Portion of Long term debt 17,704
------------
Total current liabilities 1,272,586

Notes Payable, net of current maturities 24,368
------------

TOTAL LIABILITIES 1,296,954
------------

Commitments

STOCKHOLDER'S DEFICIT
Series A preferred stock, $.001 par value, 10,000,000 shares designated
9,750,000 shares issued and outstanding 9,750
Series B preferred stock, $.001 par value, 30,000,000 shares designated
30,000,000 shares issued and outstanding 30,000
Common stock, $.001 par value, 5,000,000,000 shares authorized,
5,013,421 shares issued and outstanding 5,013
Additional paid in capital 3,320,812
Retained Earnings (4,125,001)
------------
Total Stockholder's deficit (759,426)
------------

TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT $ 537,528
============

See accompanying notes to financial statements.

MARMION INDUSTRIES CORP.
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(UNAUDITED)

2005 2004
----------- ------------

Revenues $ 501,394 $ 82,845

Cost of sales 281,323 59,427
----------- ------------

Gross profit 220,071 23,418
----------- ------------

Cost and expenses
Salaries and employee benefits 144,979 137,324
General and administrative 363,313 202,273
----------- ------------
Total costs and expenses 508,292 339,597
----------- ------------

Net loss $ (288,221) $ (316,179)
=========== ============

Net loss per shares $ (0.15) $(63,235.80)
=========== ============

Weighted average shares outstanding:
Basic and diluted 1,905,725 5
=========== ============

See accompanying notes to financial statements.

MARMION INDUSTRIES CORP.
STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 2005 and 2004
(UNAUDITED)

2005 2004
---------- ----------

CASH FLOWS FROM OPERATING ACTIVITES
Net Loss $(288,221) $(316,179)
Adjustments to reconcile net loss to cash used in
operating activities:
Depreciation and amortization 7,848 7,706
Common stock issued for services 262,560 -
Preferred stock issued for services 6,000 -
Stock Options 29,062 -
Changes in assets and liabilities
Accounts Receivable (120,972) 96,652
Inventory (46,857) -
Accounts Payable 42,147 (19,644)
Accrued Expenses 4,032 (507)
Accrued Salaries - officers - -
---------- ----------

CASH FLOWS USED IN OPERATING ACTIVITIES (104,401) (231,972)
---------- ----------

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (3,500) -
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES (3,500) -
---------- ----------

CASH FLOWS USED IN FINANCING ACTIVITIES
Proceeds of exercise of common stock options 164,687 -
Advances - stockholder, net (5,000) -
Proceeds from notes payable - related party - 195,000
Repayment from notes payable - related party (57,000) -
Proceeds from notes payable - -
Repayment of notes payable (3,619) (4,747)
---------- ----------

CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES 99,068 190,253
---------- ----------

NET INCREASE(DECREASE) IN CASH (8,833) (41,719)

Cash, beginning of period 25,592 78,862
---------- ----------

Cash, end of period $ 16,759 $ 37,143
========== ==========

SUPPLEMENTAL DISCLOSURES
Interest paid $ 4,959 $ 15,523
========== ==========
Income taxes $ - $ -
========== ==========

See accompanying notes to financial statements.

MARMION INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Marmion Industries,
Inc. 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 December 31, 2004 as reported in Form 10-SSB, have been
omitted.

NOTE 2 - 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 596,843 options to purchase common stock to
employees in the three months ending March 31, 2005. 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 $29,062 under the intrinsic value method during the
three months ended March 31, 2005.

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
March 31
2005 2004
----------- -----------

Net income (loss) available to
common stockholders, as
reported $ (288,221) $ (316,179)
Add: stock based compensation
determined under intrinsic value
based method 29,062 -
Less: stock based compensation
determined under fair value
based method (193,748) -
----------- --------------

Pro forma net loss $ (452,907) $ (316,179)
=========== ==============

Basic and diluted net income
(loss) per share:
As reported $ (0.15) $ (63,235.80)
=========== ==============
Pro forma $ (0.24) $ (63,235.80)
=========== ==============

NOTE 3 - ADVANCES - STOCKHOLDER

The advances due as of March 31, 2005 are unsecured and are due upon demand.
Interest is being accrued at 10% per year. Accrued interest as of March 31, 2005
and 2004 was $22,519 and $19,307, respectively.

NOTE 4 - EQUITY

In January 2005, Marmion Industries issued to Wilbert Marmion, 30,000,000 Series
B Preferred Stock. The shares were valued at $6,000 based upon an independent
appraisal. Series B preferred Stock have 100 votes for every share of preferred
and are convertible into common stock at a 100 to 1 ratio.

On January 6, 2005 the directors adopted the Year 2005 Stock Plan reserving
750,000,000 shares of common stock for issuance.

On January 28, 2005 the directors adopted the Year 2005 No. 2 Stock Plan
reserving 2,000,000,000 shares of common stock for issuance.

During the three months ended March 31, 2005, employees' exercised options to
acquire 596,843 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 $164,687.

In January 2005, Marmion Industries issued to Wilbert Marmion, 30,000,000 Series
B Preferred Stock. The shares were valued at $6,000 based upon an independent
appraisal. Series B Preferred Stock have 100 votes for every share of preferred
and are convertible into common stock at a 100 to 1 ratio.

During the three months ended March 31, 2005 Marmion Industries issued 4,093,000
(post split) shares of common stock to various consultants. The shares were
valued at $262,560.

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

FORWARD-LOOKING INFORMATION

Much of the discussion in this Item 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, 2 December 31, 2004.

MANAGEMENT'S PLAN OF OPERATIONS

GENERAL

Beginning in the second quarter of 2004, as a result of a contribution to
our capital by Mr. Wilbert H. Marmion, our key officer and director, 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.

CURRENT BUSINESS PLAN

We manufacture and modify HVAC equipment for the Petrochemical industry
specifically for hazardous location applications. We custom engineer special
systems for strategic industrial environments. Additionally we perform new
commercial HVAC construction services currently in the Houston, Texas area.

We currently target Refinery and Chemical plants service companies that
build analyzer shelters, controls centers and computer rooms in corrosive or
hazardous locations on our industrial side. Commercially we are emerging into
the new HVAC construction market to take advantage of the constant new
development taking place in the Houston area.

With the demand for oil and the price increasing constantly in today's
market our position in this industry is poised to take advantage of the
increasing boom in petroleum expansion taking place both here in the national
market as well as the international markets emerging in Mexico, the Middle East
and South America. We foresee the next cycle that has already begun while the
commercial market and population expansion currently taking place in the
gulf-coast area to continue long into the future.

Marmion Industries Corp. dba Marmion Air Service TACLB019367E. In November
of 2004 the license was upgraded to TACLA019367C. This license allows us to sell
air conditioners to unlimited tonnages, as opposed to the "B" license which
limited us to sell equipment up to 20 tons

Marmion Industries Corp. began seven years ago as a HVAC company in
Beaumont, Texas. We then moved to Houston to take advantage of the accessibility
to a larger market in and around the Houston area. Marmion Industries Corp. has
always been owned and operated by W. H. Marmion and Ellen Raidl Marmion, who are
husband and wife. In the first few years we acquired an agreement with Nextel
Corporation to provide service and replacement of HVAC machines across southern
Texas. This enabled Marmion to grow at a rapid pace as we completed Nextel's 3-G
upgrade in 2000 and accomplished $1.1 million in revenues. When the stock market
reversed in the early 2001 Marmion had already begun building industrial grade
machines and providing them to Petrochemical customers in the Houston area. At
that time Nextel began tightening their services budgets due to the low price of
their stock and approached us to reduce our pricing to a rate below our cost
factor. We at that time made a strategic decision to concentrate on the
Industrial markets and develop our line of explosion-proof machines as our core
business. We developed and refined our product line and continued to market to a
growing list of customers primarily in the Houston area. Making alliances with a
major wall mount air conditioner manufacturer Marvair, a subsidiary of Airxcel
Inc. that is owned by Citicorp we have been able to gain a large market share
rapidly.

Our past experiences of cycles of business have led us to the conclusion
that diversification is the key to both market share and survival. In 2004 we
began making plans to open a commercial division and hired personnel to bid and
supervise commercial projects. Marmion has through out its seven years in this
business built and maintained a reputation for quality service. While every
project has not gone without its challenges, we have learned, adapted, and grown
through each experience. Until 2003 we operated as an S corporation and in 2003
converted to C corp. in anticipation of going in to the public arena to give us
the ability to grow more rapidly. Today Marmion has ten full time employees and
depending on the commercial projects undertaken as many or more subcontractors
to accomplish its business objectives. We have been able to survive in the
market place due to our flexibility and eye on the future while correctly
estimating future trends.

Our greatest strength comes from our team of employees and the number of
years of experience we collectively bring to the table. What makes us succeed is
our intense belief that we produce a better product and go the extra mile to
provide service to our customers.

We see as our biggest challenge our continued ability to attract and keep
excellent employees to accomplish our objectives due to the fact that we do not
have any type of benefits program in effect. Cash flow has and remains a major
challenge due to the fact that we are outgrowing our receivables and increasing
our growth rate beyond 30 percent annually. Our customers normally pay on 45 to
60 day intervals and our suppliers bill us on 30 day terms. We have need for
larger facilities and equipment to increase profitability and meet increasing
demand. A lot of what we outsource could easily be made in our own shop if we
had the proper equipment adding 10- 15 percent greater yield per job in the
industrial sector. Additionally, new equipment would allow us to take on a
diversified work load, which could add to our profitability.

Our long-term plans for growth include expanding our industrial base into
Louisiana and abroad through new licensing and business contacts from ongoing
marketing. We have just begun to tap into the commercial market in the Houston
area; however, the licensing in Louisiana will allow us to do commercial
projects there also. Market research has shown a higher percentage of profit in
the other areas due fewer contractors to bid on the work. We believe that, with
right personnel and growth capital, we can grow our commercial division over the
next two years. With additional sales staff we can grow the industrial side of
our business in line with the commercial side due to a number of factors.

We are acquiring third party certification on our industrial line of
equipment that enables us to bid and successfully be awarded a wide variety of
jobs. Because of third party certification, we will now be able to be specified
into large multi-national petrochemical company's specifications. This gives us
an edge and increased profit line. We are currently educating engineering
companies in Houston of the options now available to them and their customers.
We have and are continuing to put pressure on our competitors in this business
and as we push further into what has been their territory we are constantly on
the look out for potential acquisitions.

By attracting and keeping better employees and retaining our current ones
we feel that continuing our 30 percent growth rate over the next 3-5 years will
be sustainable. We feel that we will surpass that rate in 2005, but feel we
should remain conservative in our estimates.

RECENT CHANGES IN OUR CAPITAL STRUCTURE.

Effective January 26, 2005, we designated 30,000,000 shares of our
preferred stock as the Series B preferred stock. Each share of our Series B
Preferred Stock is convertible into 100 fully paid and nonassessable shares of
our common stock. On all matters submitted to a vote of the holders of our
common stock, including, without limitation, the election of directors, a holder
of shares of our Series B Preferred Stock is entitled to the number of votes on
such matters equal to the number of shares of the Series B Preferred Stock held
by such holder multiplied by the number of shares of the common stock into which
each such share of the Series B Preferred Stock shall then be convertible.
Effective March 14, 2005, we amended our Articles of Incorporation to increase
the number of our authorized common shares from 3,000,000,000 to 5,000,000,000
shares, par value $0.001 per share. The number of our preferred shares
authorized remained at 500,000,000 shares, par value $0.001 per share.

Effective March 17, 2005, we implemented a one for 1,000 reverse split of
our common stock.

Reverse Split

On March 17, 2005, we implemented a one for 1,000 reverse split of our common
stock. All share and per share amounts presented in our financial statements
which are part of this Quarterly Report on Form 10-QSB have been restated
retroactively to reflect the March 2005 reverse split. However, all share and
per share amounts have not been restated retroactively to reflect the reverse
splits in the narrative portion of this Quarterly Report on Form 10-QSB.
Consequently, the retroactive restatement may cause some apparent
inconsistencies between the narrative portion of this Quarterly Report on Form
10-QSB and our other filings with the Securities and Exchange Commission on one
hand, and the financial statements and accompanying notes forming part of
Quarterly Report on Form 10-QSB on the other hand.

RESULTS OF OPERATIONS

CONTINUING OPERATIONS

REVENUE

THREE MONTHS ENDED MARCH 31, 2005 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2004.

Total net sales and revenues were at $501,394 for the three months ended
March 31, 2005 compared to $82,845 for the prior period, an increase of 117
percent.

The increase in revenues reflects strong performance in our operations
generally, and especially in the sector of our business related to the slow
stabilization of the events in the Middle East and Latin American countries. 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.

Our gross profit for the three months ended March 31, 2005 compared to 2004
increased to $220,072 from $23,418. Gross margin as a percentage of sales
increased to 44% percent in 2005 from 28% percent in 2004.

Total operating expenses for the three months ended March 31, 2005 compared
to 2004 increased by $12,466 to $363,313 from $339,847 in the prior period.
Operating loss decreased from a loss of ($316,179) to a loss of ($288,221) for
the three months ended March 31, 2005.

Interest expense, net for the three months ended March 31, 2005 was $4,959
as compared to the same period of $15,523 in 2004.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2005, we had a deficiency in working capital of ($808,207).

Cash used in investing activities totaled $3,501, used for property, plant,
and equipment, and note payable reductions.

CRITICAL ACCOUNTING POLICIES

The preparation of our consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires us to
make estimates and judgments that affect our reported assets, liabilities,
revenues, and expenses, and the disclosure of contingent assets and liabilities.
We base our estimates and judgments on historical experience and on various
other assumptions we believe to be reasonable under the circumstances. Future
events, however, may differ markedly from our current expectations and
assumptions. While there are a number of significant accounting policies
affecting our consolidated financial statements, we believe the following
critical accounting policy involve the most complex, difficult and subjective
estimates and judgments.

STOCK-BASED COMPENSATION

In December 2002, the FASB issued SFAS No. 148 - Accounting for Stock-Based
Compensation - Transition and Disclosure. This statement amends SFAS No. 123 -
Accounting for Stock-Based Compensation, providing alternative methods of
voluntarily transitioning to the fair market value based method of accounting
for stock based employee compensation. FAS 148 also requires disclosure of the
method used to account for stock-based employee compensation and the effect of
the method in both the annual and interim financial statements. The provisions
of this statement related to transition methods are effective for fiscal years
ending after December 15, 2002, while provisions related to disclosure
requirements are effective in financial reports for interim periods beginning
after December 31, 2002.

We elected to continue to account for stock-based compensation plans using
the intrinsic value-based method of accounting prescribed by APB No. 25,
"Accounting for Stock Issued to Employees," and related interpretations. Under
the provisions of APB No. 25, compensation expense is measured at the grant date
for the difference between the fair value of the stock and the exercise price.

RECENT ACCOUNTING PRONOUNCEMENTS

In November 2004, the Financial Accounting Standards Board (FASB) issued
SFAS 151, Inventory Costs- an amendment of ARB No. 43, Chapter 4. This Statement
amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify
the accounting for abnormal amounts of idle facility expense, freight, handling
costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4,
previously stated that "under some circumstances, items such as idle facility
expense, excessive spoilage, double freight, and rehandling costs may be so
abnormal as to require treatment as current period charges." This Statement
requires that those items be recognized as current-period charges regardless of
whether they meet the criterion of "so abnormal." In addition, this Statement
requires that allocation of fixed production overheads to the costs of
conversion be based on the normal capacity of the production facilities. This
Statement is effective for inventory costs incurred during fiscal years
beginning after June 15, 2005. Management does not believe the adoption of this
Statement will have any immediate material impact on the Company.

In December 2004, the FASB issued SFAS No.152, "Accounting for Real Estate
Time-Sharing Transactions-an amendment of FASB Statements No. 66 and 67" ("SFAS
152) The amendments made by Statement 152 This Statement amends FASB Statement
No. 66, Accounting for Sales of Real Estate, to reference the financial
accounting and reporting guidance for real estate time-sharing transactions that
is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real
Estate Time-Sharing Transactions. This Statement also amends FASB Statement No.
67, Accounting for Costs and Initial Rental Operations of Real Estate Projects,
to state that the guidance for (a) incidental operations and (b) costs incurred
to sell real estate projects does not apply to real estate time-sharing
transactions. The accounting for those operations and costs is subject to the
guidance in SOP 04-2. This Statement is effective for financial statements for
fiscal years beginning after June 15, 2005 with earlier application encouraged.
We do not anticipate that the implementation of this standard will have a
material impact on its financial position, results of operations or cash flows.

On December 16, 2004, the Financial Accounting Standards Board ("FASB")
published Statement of Financial Accounting Standards No. 123 (Revised 2004),
Share-Based Payment ("SFAS 123R"). SFAS 123R requires that compensation cost
related to share-based payment transactions be recognized in the financial
statements. Share-based payment transactions within the scope of SFAS 123R
include stock options, restricted stock plans, performance-based awards, stock
appreciation rights, and employee share purchase plans. The provisions of SFAS
123R are effective as of the first interim period that begins after June 15,
2005. Accordingly, the Company will implement the revised standard in the third
quarter of fiscal year 2005. Currently, the Company accounts for its share-based
payment transactions under the provisions of APB 25, which does not necessarily
require the recognition of compensation cost in the financial statements.
Management is assessing the implications of this revised standard, which may
materially impact the Company's results of operations in the third quarter of
fiscal year 2005 and thereafter.

On December 16, 2004, FASB issued Statement of Financial Accounting
Standards No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion
No. 29, Accounting for Nonmonetary Transactions ("SFAS 153"). This statement
amends APB Opinion 29 to eliminate the exception for nonmonetary exchanges of
similar productive assets and replaces it with a general exception for exchanges
of nonmonetary assets that do not have commercial substance. Under SFAS 153, if
a nonmonetary exchange of similar productive assets meets a commercial-substance
criterion and fair value is determinable, the transaction must be accounted for
at fair value resulting in recognition of any gain or loss. SFAS 153 is
effective for nonmonetary transactions in fiscal periods that begin after June
15, 2005. We do not anticipate that the implementation of this standard will
have a material impact on its financial position, results of operations or cash
flows.

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. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On January 26, 2005 we issued 30,000,000 shares of our Series B preferred
Stock to Mr. Marmion for services performed by him as our officer and director.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

Effective March 14, 2005, our majority stockholder voted to:

1. Approve an amendment to our articles of incorporation to increase
the authorized number of shares of our common stock from 3,000,000,000 to
5,000,000,000 shares;

2. Grant discretionary authority to our board of directors to implement
a reverse split of our common stock on the basis of one post-consolidation share
for up to each 1,000 pre-consolidation shares to occur at some time within 12
months of the date of this information statement, with the exact time of the
reverse split to be determined by the board of directors; and

3. Approve the following Marmion Industries Corp. Stock Plans (the
'Stock Plans"):

(a) Stock Plan for the Year 2004, adopted by our directors on
March 5, 2004, with 8,000,000 shares of our common stock in the aggregate
authorized for issuance under the Plan;

(b) Stock Plan for the Year 2004 No. 2 adopted by our directors
on June 2, 2004, as amended on November 22, 2004, with 8,000,000 shares of our
common stock in the aggregate authorized for issuance under the Plan;

(c) Stock Plan for the Year 2004 No. 3 adopted by our directors
on July 15, 2004, with 100,000,000 shares of our common stock in the aggregate
authorized for issuance under the Plan;

(d) Stock Plan for the Year 2004 No. 4 adopted by our directors
on September 30, 2004, with 140,000,000 shares of our common stock in the
aggregate authorized for issuance under the Plan;

(e) Stock Plan for the Year 2004 No. 5 adopted by our directors
on November 12, 2004, with 550,000,000 shares of our common stock in the
aggregate authorized for issuance under the Plan;

(f) Stock Plan for the Year 2005, adopted by our directors on
January 6, 2005, with 750,000,000 shares of our common stock in the aggregate
authorized for issuance under the Plan; and

(g) Stock Plan for the Year 2005 No. 2, adopted by our directors
on January 28, 2005, with 2,000,000,000 shares of our common stock in the
aggregate authorized for issuance under the Plan.

As of the record date, 1,053,378,343 shares of our common stock were issued
and outstanding, 9,750,000 shares of our Series A preferred stock were issued
and outstanding and 30,000,000 shares of our Series B preferred stock were
issued and outstanding. We had a consenting stockholder, Mr. Wilbert H. Marmion,
our president, director,

and chief executive officer, who held 12,360,430 shares of our common stock,
9,750,000 shares of our Series A preferred stock, and 30,000,000 shares of our
Series B preferred stock on the record date for the corporate actions.

Each share of our common stock is entitled to one vote on all matters
brought before the stockholders. Pursuant to our certificate of designation
establishing Series A preferred stock, each share of our currently issued and
outstanding Series A preferred stock may be converted into 40 fully paid and
nonassessable shares of our common stock. On all matters submitted to a vote of
the holders of the common stock, including, without limitation, the election of
directors, a holder of shares of the Series A preferred stock is entitled to the
number of votes on such matters equal to the number of shares of the Series A
preferred stock held by such holder multiplied by the number of shares of the
common stock into which each such share of the Series A preferred stock shall
then be convertible. Pursuant to our certificate of designation establishing
Series B preferred stock, each share of our currently issued and outstanding
Series B preferred stock may be converted into 100 fully paid and nonassessable
shares of our common stock. On all matters submitted to a vote of the holders of
the common stock, including, without limitation, the election of directors, a
holder of shares of the Series B preferred stock is entitled to the number of
votes on such matters equal to the number of shares of the Series B preferred
stock held by such holder multiplied by the number of shares of the common stock
each such share of the Series B preferred stock shall then be convertible.
Therefore, Mr. Marmion had the power to vote 3,402,360,430 shares of the common
stock, which number exceeded the majority of the issued and outstanding shares
of the common stock on the record date.

Mr. Marmion voted in favor of the amendment to our articles of
incorporation, for the grant of the discretionary authority to our directors to
implement a reverse stock split, and for the approval of the Stock Plans. Mr.
Marmion had the power to pass the proposed corporate actions without the
concurrence of any of our other stockholders.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

EXHIBIT
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NO. IDENTIFICATION OF EXHIBIT
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3.1** Articles of Incorporation.
3.2** Articles of Amendment to the Articles of Incorporation, filed effective June 3, 2004.
3.3** Certificate of Designation establishing Series A Preferred Stock, filed effective May 25, 2004.
3.4** Articles of Merger
3.5** Certificate of Amendment to the Certificate of Designation for the Series A preferred stock, filed effective
July 15, 2004.
3.6** Certificate of Amendment to the Articles of Incorporation, filed effective November 16, 2004.
3.7** Certificate of Designation establishing Series B Preferred Stock, filed effective January 26, 2005.
3.8* Certificate of Amendment to the Articles of Incorporation, filed effective March 14, 2005.
3.9** By-laws.
10.1** Plan and Agreement of Merger.
10.2** Purchase and Escrow Agreement.
31.1* Certification of Wilbert H. Marmion, President, Chief Executive Officer and Director 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, President, Chief Executive Officer and Director 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

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 June 7, 2005.
By /s/ Wilbert H. Marmion
------------------------------------------------
Wilbert H. Marmion, , President, Chief Executive
Officer and Director