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, 2005.

[_] 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 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 June 30, 2005, the
issuer had 8,013,601 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. . . . . . . . . . . . . . . . . . . . 3
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. Unregistered Sales of Equity Securities and Use of Proceeds 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. . . . . . . . . . . . . . . . . . . . . . . . . . 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 . 15

PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.

MARMION INDUSTRIES CORP
BALANCE SHEET
JUNE 30, 2005
(UNAUDITED)

ASSETS

Current Assets
Cash $ 10,855
Accounts receivable, net of allowance for doubtful accounts of $8,063 231,077
Inventory 142,858
------------
Total Current Assets 384,790

Property and equipment, net of $114,547 accumulated depreciation 82,963
------------

TOTAL ASSETS $ 467,753
============

LIABILITIES AND STOCKHOLDER'S DEFICIT

Current Liabilities
Accounts Payable $ 305,065
Accrued Expenses 67,492
Accrued Salaries - officers 344,592
Advances - stockholders 270,629
Notes Payable - related party 218,000
Current Portion of Long term debt 18,186
Billing in excess of costs and estimated earnings on uncompleted contracts 11,348
------------
Total current liabilities 1,235,312

Notes Payable, net of current maturities 24,234
------------

TOTAL LIABILITIES 1,259,546
------------

Commitments

STOCKHOLDER'S DEFICIT
Series A preferred stock, $.001 par value, 500,000,000 shares authorized
9,750,000 shares issued and outstanding 9,750
Series B preferred stock, $.001 par value, 30,000,000 shares authorized
30,000,000 shares issued and outstanding 30,000
Common stock, $.001 par value, 3,000,000,000 shares authorized,
8,013,421 shares issued and outstanding 8,013
Additional paid in capital 3,354,576
Retained Earnings (4,194,132)
------------
Total Stockholder's deficit (791,793)
------------

TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT $ 467,753
------------

MARMION INDUSTRIES CORP
STATEMENTS OF OPERATIONS
THREE MONTHS AND SIX MONTHS ENDING JUNE 30, 2005, AND 2004
(UNAUDITED)

Three Months Ended Six Months Ended
June 30, June 30,
2005 2004 2005 2004
----------- ----------- ----------- ------------

Revenues $ 948,549 $ 311,045 $1,449,944 $ 393,659

Cost of sales 794,659 249,297 1,099,304 309,181
----------- ----------- ----------- ------------

Gross profit 153,890 61,748 350,640 84,478
----------- ----------- ----------- ------------

Cost and expenses
Salaries and employee benefits 80,826 126,756 202,934 266,363
General and administrative 107,017 192,509 186,106 404,869
Equity Based Compensation 35,178 - 318,952 -
----------- ----------- ----------- ------------
Total costs and expenses 223,021 319,265 707,992 671,232
----------- ----------- ----------- ------------

Net loss $ (69,131) $ (257,517) $ (357,352) $ (586,754)
=========== =========== =========== ============

Net loss per shares $ (0.01) $(6,280.90) $ (0.08) $(27,940.67)
=========== =========== =========== ============

Weighted average shares outstanding: 7,024,010 41 4,319,429 21
Basic and diluted =========== =========== =========== ============

MARMION INDUSTRIES CORP
STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 2005 and 2004
(UNAUDITED)

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

CASH FLOWS FROM OPERATING ACTIVITES
Net Loss $(357,352) $(586,754)
Adjustments to reconcile net loss to cash used in
operating activities:
Depreciation and amortization 15,739 15,813
Common stock issued for services 306,310 -
Preferred stock issued for services 6,000 -
Stock Options 22,077 43,500
Changes in assets and liabilities
Accounts Receivable (90,901) (6,618)
Inventory (20,947) -
Costs and estimated earnings in excess of
billings on uncompleted contracts 11,348 -
Accounts Payable (43,182) 91,764
Accrued Expenses 22,254 5,076

CASH FLOWS USED IN OPERATING ACTIVITIES (128,654) (437,219)
---------- ----------

CASH FLOWS FROM INVESTING ACTIVITIES
Recapitalization 4,477
Capital expenditures (3,500) (3,466)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES (3,500) 1,011
---------- ----------

CASH FLOWS USED IN FINANCING ACTIVITIES
Proceeds of exercise of common stock options 164,687 312,103
Advances - stockholder, net 13,000 (45,000)
Proceeds from notes payable - related party - 155,000
Repayment from notes payable - related party (57,000) (8,138)
Repayment of notes payable (3,270) -
---------- ----------

CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES 117,417 413,965

NET INCREASE(DECREASE) IN CASH (14,737) (22,243)

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

Cash, end of period $ 10,855 $ 56,619
========== ==========

SUPPLEMENTAL DISCLOSURES
Interest paid $ 10,153 $ -
========== ==========
Income taxes $ - $ -
========== ==========

MARMION INDUSTRIES CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

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 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 3,000,000 options to purchase common stock to
consultants in the three months ending June 30, 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 $43,250 under the intrinsic value method during the
three months ended June 30, 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.

Six Months Ended
June 30,
========
2005 2004
---------- ------------

Net income (loss) available to
common stockholders, as
reported $(357,352) $ (586,574)
Add: stock based compensation
determined under intrinsic value
based method 22,077 43,500
Less: stock based compensation
determined under fair value
based method (193,748) (124,825)
---------- ------------

Pro forma net loss $(529,023) $ (667,899)
========== ============

Basic and diluted net income
(loss) per share:
As reported $ (0.08) $(27,940.67)
========== ============
Pro forma $ (0.12) $(31,804.71)
========== ============

NOTE 3 - ADVANCES - STOCKHOLDER

The advances due as of June 30,2005 are unsecured and are due upon demand.
Interest is being accrued at 10% per year. Accrued interest as of June 30, 2005
and 2004 was $4,105.70 and $0, 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 Years 2005 Stock Plan reversing
750,000,000 share of common stock for issuance.

On January 28, 2005 the directors adopted the Years 2005 Stock Plan reversing
2,000,000,000 share 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 Industries
received proceeds totaling $164,687.

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.

In March 2005, Marmion Industries declared a reverse stock split effected in the
form of one common share for each one thousand (1000) issued and outstanding
common shares of Marmion Industries common stock. Accordingly, all referenced
to number of common shares and per

share data in the accompanying financial statements have been adjusted to
reflect the stock split on a retroactive basis.

During the three months ended June 30, 2005 Marmion Industries issued 3,000,000
(post split) shares of common stock to various consultants. The shares were
valued at $43,250.

MARMION INDUSTRIES CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2005
(Unaudited)

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

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 December 31, 2004.

MANAGEMENT'S PLAN OF OPERATION

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 need 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.

RESULTS OF OPERATIONS

REVENUE

THREE MONTHS ENDED JUNE 30, 2005 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
2004.

Revenues. During the three-months ended June 30, 2005 we have net revenues
of $948,549 compared to $311,045 during the same period in 2004, an increased of
$637,504. Cost of sales were $794,659 or approximately 84% of our revenues
during the three-month period ended June 30, 2005 as compared to $249,297 or
approximately 80% during the same period in 2004.

Operating Expense. During the three-month period ended June 30, 2005,
operating expenses were $223,021 or approximately 24% of revenue as compared to
$319,265 or approximately 103% of revenue for the same period in 2004. Included
is $35,178 in stock based compensation.

Personnel expenses were $80,826 or approximately 36% of our operating
expenses during the three-month period ended June 30, 2005 as compared to
$126,756 or approximately 40% of our operating expenses during the three-month
period ended June 30, 2004.

General and administrative expenses for the three-month period ended June
30, 2005 included rent and utilities in the amount of $11,750, telephone costs
in the amount of $5,351, costs of travel related to operations in the amount of
$4,565, automotive costs in the amount of $2,565, and insurance costs totaling
$8,164.

Professional fees, which are made up primarily of accounting fees and legal
fees, totaled $73,667 during the three-month period ended June 30, 2005 as
compared to $40,139 for the three-month period ended June 30, 2004. The
professional fees related to preparation of our Securities Exchange Act reports,
professional fees associated with the preparation of our Annual Meetings, and
professional fees associated with consulting and representation.

Depreciation and amortization expense was $7,890 for the three-month period
ended June 30, 2005, as compared to $7,906 for the three-month period ended June
30, 2004.

Operating Net Income. For the quarter ended June 30, 2005 we realized a
net loss from continuing operations of ($69,131) or ($0.01) per share as
compared to a net loss of ($257,517) for the second quarter of 2004, or
($6,280.90) per share.

SIX MONTHS ENDED JUNE 30, 2005 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2004.

Revenues. During the six-months ended June 30, 2005 we have net revenues
of $1,449,944 compared to $393,659 during the same period in 2004, an increased
of $1,056,285. Cost of sales were $1,099,304 or approximately 76% of our
revenues during the six-month period ended June 30, 2005 as compared to $309,181
or approximately 79% during the same period in 2004.

Operating Expense. During the six-month period ended June 30, 2005,
operating expenses were $707,992 or approximately 49% of revenue as compared to
$671,232 or approximately 171% of revenue for the same period in 2004.

Personnel expenses were $202,934 or approximately 29% of our operating
expenses during the six-month period ended June 30, 2005 as compared to $266,363
during the six-month period ended June 30, 2004.

General and administrative expenses for the six-month period ended June 30,
2005 included rent and utilities in the amount of $22,041, telephone costs in
the amount of $10,292, costs of travel related to operations in the amount of
$6,457, automotive costs in the amount of $6,806, and insurance costs totaling
$12,756.

Professional fees, which are made up primarily of accounting fees and legal
fees, totaled $376,902 during the six-month period ended June 30, 2005 as
compared to $106,178 for the six-month period ended June 30, 2004. The
professional fees related to preparation of our Securities Exchange Act reports,
professional fees associated with the preparation of our Annual Meetings, and
professional fees associated with consulting and representation.

Depreciation and amortization expense was $15,738 for the six-month period
ended June 30, 2005, as compared to $18,812 for the six-month period ended June
30, 2004.

Operating Net Income. For the six-month ended June 30, 2005 we realized a
net loss from continuing operations of ($357,352) or ($0.08) per share as
compared to a net loss of ($586,754) for the same period in 2004, or
($27,970.67) per share.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2005, we had a deficiency in working capital of $850,522
made up of inventory, cash and accounts receivable of $384,790. Cash flow used
for operating activities required $128,654 during the six-months ended June 30,
2005.

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 March 2005, FASB Interpretation No. 47 "FIN 47" was issued, which
clarifies certain terminology as used in FASB Statement No. 143, Accounting for
Asset Retirement Obligations. In addition it clarifies when an entity would have
sufficient information to reasonably estimate the fair value of an asset
retirement obligation. FIN 47 is effective no later than the end of fiscal years
ending after December 15, 2005. Early adoption of FIN 47 is encouraged.
Management believes the adoption of FIN 47 will have no impact on the financials
of the Company, once adopted.

In May 2005, the FASB issued FASB Statement No. 154, which replaces APB
Opinion No. 20 and FASB No. 3. This Statement provides guidance on the reporting
of accounting changes and error corrections. It established, unless
impracticable retrospective application as the required method for reporting a
change in accounting principle in the absence of explicit transition
requirements to a newly adopted accounting principle. The Statement also
provides guidance when the retrospective application for reporting of a change
in accounting principle is impracticable. The reporting of a correction of an
error by restating previously issued financial statements is also addressed by
this Statement. This Statement is effective for financial statements for fiscal
years beginning after December 15, 2005. Earlier application is permitted for
accounting changes and corrections of errors made in fiscal years beginning
after the date of this Statement is issued. Management believes this Statement
will have no impact on the financial statements of the Company once adopted.

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.

We are not currently a party to any legal proceedings required to be
described in response to Item 103 of Regulation S-B.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

EXHIBIT
- -------
NO. IDENTIFICATION OF EXHIBIT
- ------- ------------------------------------------------------------------------------------------------------------

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.
** Incorporated herein as indicated.

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 16, 2005.

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