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, 2006

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

For the transition period from _______ to ________

COMMISSION FILE NUMBER: 000-31507

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

NEVADA 06-1588136
(State or other jurisdiction (I.R.S. 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 19, 2006, the issuer
had 13,369,990 shares of its common stock issued and outstanding.

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

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

MARMION INDUSTRIES CORPORATION
BALANCE SHEETS
MARCH 31, 2006
(UNAUDITED)

ASSETS

Current Assets:
Cash 62,873
Accounts receivable, net of allowance for doubtful accounts of $29,242 219,626
Costs and estimated earnings in excess of billings on uncompleted contracts 6,167
Inventory 165,672
Prepaid Expenses 14,692
------------------

Total Current Assets 469,030

Property and equipment, net of $102,300 accumulated depreciation 126,588
------------------
Total Assets $ 595,618
==================

LIABILITIES AND STOCKHOLER'S EQUITY (DEFICIT)

CURRENT LIABILITIES:
Accounts Payable 223,193
Accrued Expenses 96,226
Accrued Salaries - Officers 344,592
Advances - Shareholder 295,988
Notes Payable - Related Parties 128,737
Factor Payable 111,020
Note Payable - Current 19,466
------------------

Total Current Liabilities 1,219,221

Notes Payable, net of current maturities 40,992
------------------

Total Liabilities 1,260,213

COMMITMENTS AND CONTINGENCIES

STOCKHOLDER'S EQUITY (DEFICIT):
Series A preferred stock, $.001 par value, 500,000,000 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, 50,000,000,000 shares authorized,
8,724,990 shares issued and outstanding 8,725
Additonal paid-in capital 6,332,529
Deficit accumulated during the development stage (7,045,599)
------------------

Total Stockholder's Equity (Deficit) (664,595)

------------------
Total Liabilities and Stockholder's Equity (Deficit) $ 595,618
==================

MARMION INDUSTRIES CORPORATION
STATEMENTS OF OPERATIONS
THREE MONTHS ENDING MARCH 31, 2006 AND 2005
(UNAUDITED)

2006 2005
----------- -----------

REVENUES $ 438,937 $ 501,394

COSTS OF SALES 283,416 281,323
----------- -----------

GROSS MARGIN 155,521 220,071

COSTS AND EXPENSES:
Salaries and employee benefits 160,414 144,979
General and administrative 918,605 355,465
Depreciation and amortization 5,519 7,848
----------- -----------

TOTAL COSTS AND EXPENSE 1,084,538 508,292

----------- -----------
LOSS FROM OPERATIONS (929,017) (288,221)

OTHER INCOME:
Interest Expense (4,078) --
Other Income 135 --
----------- -----------

NET LOSS $ (932,960) $ (288,221)
=========== ===========

Net loss per share:
Basic and diluted net loss per share $ (0.17) $ (1.51)
=========== ===========

Weighted average shares outstanding:
Basic and diluted 5,487,303 190,573
=========== ===========

MARMION INDUSTRIES CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
THREE MONTHS ENDING MARCH 31, 2006 AND 2005
(UNAUDITED)

2006 2005
--------- ---------

OPERATING ACTIVITIES:
Net Loss $(932,960) $(288,221)
Adjustments to reconcile net loss to net cash
used in operating activities:
Deprecation and amortization 5,519 7,848
Common Stock issued for services 289,600 262,560
Common Stock issued for equity based compensation 496,415
Preferred Stock issued for services -- 6,000
Stock Options -- 29,062
Changes in assets and liabilities:
Accounts Receivable 115,656 (120,972)

Inventory 95,272 (46,857)
Prepaid expenses 6,788 --
Accounts payable (64,060) 42,147
Accrued Expenses 42,659 4,032
--------- ---------

Net cash provided by operation activities 54,889 (104,401)

INVESTING ACTIVITIES:
Purchase of property and equipment (7,413) (3,500)
--------- ---------

Net cash used in investing activities (7,413) (3,500)

FINANCING ACTIVITIES:
Proceeds from exercise of common stock warrants -- 164,687
Advance, shareholder (net) 94,343 (5,000)
Repayment from notes payable - related party -- (57,000)
Proceeds from factor payable (94,833) --
Proceeds from notes payable -- --
Repayments of notes payable (6,887) (3,619)
--------- ---------

Net cash used in financing activities (7,377) 99,068

NET CHANGE IN CASH 40,099 (8,833)
CASH, beginning of period 22,774 25,592
--------- ---------

CASH, end of period $ 62,873 $ 16,759
========= =========

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 4,078 $ 4,979
========= =========

Income taxes paid $ -- $ --
========= =========

Conversion of debt to equity $ 14,000 $ --
========= =========

MARMION INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited financial statements of Marmion Industries Corp.,
(the "Company") have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-QSB and Regulation S-B. Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation (consisting of normal
recurring accruals) have been included. The preparation of financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Operating results for the three months ended March 31, 2006 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2006. For further information, refer to the financial statements and footnotes
thereto included in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 2005.

NOTE 2 - STOCK BASED COMPENSATION

We previously accounted for stock-based compensation issued to our employees
under Accounting Principles Board Opinion 25, (APB 25). Accordingly, no
compensation costs for stock options issued to employees, which was measured as
the excess, if any, of the fair value of our common stock at the date of grant
over the exercise price of the options. The pro forma net earnings per share
amounts as if the fair value method had been used are presented below for the
three months ended March 31, 2005, in accordance with the Company's adoption of
SFAS 123(R).

For purposes of the following disclosures during the transition period of the
adoption of SFAS 123(R), the weighted average fair value of options has been
estimated on the date of grant using the Black-Scholes options pricing model.
Marmion Air did not grant options to purchase common stock to employees in the
three months ending March 31, 2006.

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,
2006 2005
----------------------------

Net income (loss) available to
common stockholders, as
reported $(932,960) $ (288,221)
Add: stock based compensation
determined under intrinsic value
based method 0 29,062
Less: stock based compensation
determined under fair value
based method (0) (193,748)
--------- -----------

Pro forma net loss $(932,960) $ (452,907)
========= ===========

Basic and diluted net income (loss) per share:
As reported $ (.17) $ (1.51)
========= ===========
Pro forma $ (.17) $ (2.38)
========= ===========

Reverse Stock Split

On January 25, 2006, the Board of Directors of the Company authorized a reverse
stock split of 1 share for every 100 shares outstanding. As a result all share
and per share data have been adjusted retroactively to give effect to this 1 for
100 reverse stock split.

NOTE 3 - CONVERTIBLE DEBT

On March 28, 2006, $24,263 of the related party note plus accrued interest
approximating $3,315 was sold to an unrelated third party. The Company
reconfirmed this note and issued a guarantee for the payment of such note and
accrued interest. The Company did not receive any new monies as a result of this
transaction. The note and accrued interest is convertible into common stock at
the rate of $.005 per share. As of March 31, 2006, $14,000 of the debt was
converted to 2.8 million shares. The Company recorded a $496,415 charge recorded
as a form of compensation expense for such debt due on demand, based on the
conversion of such debt into 5,515,720 shares of common stock. The expense
recorded relates to the intrinsic value of the conversion price of $.005 per
share as compared to the then market price of $.095 per share.

NOTE 4 - RELATED PARTY TRANSACTIONS

ADVANCES - STOCKHOLDER

Marmion Air has received net advances from its Series A preferred stockholder of
$94,343 during the quarter ended March 31, 2006 to increase such advances
outstanding to such stockholder to be $295,988 as of March 31, 2006. The
advances are unsecured and are due upon demand. Interest on these new advances
is being accrued at 6% per annum. Accrued interest as of March 31, 2006 for the
stockholder advances is $18,031.

NOTE 5 - SUBSEQUENT EVENTS

During the months of April and May, the remainder of the convertible debt of was
converted into common stock.

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, 2005.

MANAGEMENT'S PLAN OF OPERATION

GENERAL

Beginning in the second quarter of 2004, we have entered the business of
manufacturing and marketing of the explosion proof air conditioners,
refrigeration systems, chemical filtration systems and building pressurizers.
This entry was effected by Mr. Wilbert H. Marmion's, our key officer and
director, contribution to us of his controlling interest in Marmion Investments,
Inc.,(d/b/a Marmion Air Service), a Texas corporation. The explosion-proof
market encompasses industries including: oil and gas exploration and production,
chemical plants, granaries and fuel storage depots. We believe there is
significant demand for these systems in any area where 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 heating, ventilation and air conditioning (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 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 of renovation and new construction in the commercial
market, and population expansion currently taking place in the gulf-coast area
to continue long into the future.

In November of 2004 our State of Texas Air Conditioning Contractor's
License for Marmion Air Service (TACLA019367C) was upgraded to "A" status 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. In October 2005, we received
our Mechanical and Sheet Metal Contractor License in the State of Louisiana
(Lic. No. 44001) allowing us to perform projects in that State.

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 generated $1.1 million in gross revenues. In early 2001
Marmion began 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. As a
result, we terminated our contract with Nextel and 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. Our alliance with a major wall mount air conditioner manufacturer Marvair,
a subsidiary of AHI Hodling, Inc., allowed us to gain a substantial market share
in the industrial market as a reseller of Marvair products to two large national
building manufacturers.

We believe that diversification is a key factor to maintain market share
in the industrial and commercial markets. Accordingly, in 2004 we began making
plans to open a commercial division and hired personnel to bid and supervise
commercial projects. We have opened our commercial division and have completed
our first project for the Houston Independent School District. As of the end of
the 1st quarter of 2006, we have been awarded additional school projects as well
as other commercial projects. Until 2003 we operated as an S corporation and in
2003 converted to C corp. in anticipation of accessing the public markets to
enable us to raise capital to grow our business. Today Marmion has ten full time
employees and depending on the commercial projects undertaken as many or more
subcontractors to accomplish our business objectives.

One of our challenges continues to be our ability to attract and keep
excellent employees to accomplish our business objectives. This challenge is
highlighted due to the fact that we do not offer any type of benefits program to
our employees. 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. We have generally outsourced
[5]% of our manufacturing. We have recently acquired several pieces metal
manufacturing equipment in November 2005 which has allowed us to reduce our
outsourcing needs, which should allow us to recognize increased profitability in
the months ahead. Additionally, new equipment would allow us to take on a
diversified work load, which could also 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 recently started servicing the commercial market in the
Houston area and have obtained the necessary licenses in Louisiana and have
begun bidding on commercial projects in that area as well. We believe that, with
right personnel and growth capital, we can grow our industrial and commercial
division over the next two years.

We have acquired third party certification (ETL Certification) for the
wallmount line for our products and have begun the process of getting our
hazardous location package units as well as our pressurizers certified as well.
These third parties certify our hazardous location equipment, saying it is
indeed explosion-proof on our industrial line of equipment which will enable us
to bid on new jobs and we believe the certification will allow us to be
successful on our bids\. Because of third party certification, we will now be
able to be listed as an "approved supplier/provider" for large multi-national
petrochemical company's specifications, as some large oil companies will spec in
the company A/C's they want. Normally they will require a UL/CSA listing or
another third party certification from their suppliers/providers This will allow
us to increase our profit margin on the certified equipment. We are currently
educating engineering companies in Houston of the options now available to them
and their customers.

By attracting and keeping better employees and retaining our current ones
we believe that we can maintain our current growth rate over the next 3-5 years.

RECENT CHANGES IN OUR CAPITAL STRUCTURE

Reverse Split

On January 25, 2006 (the "Effective Date"), we effected a 1 for 100
reverse split of the outstanding and authorized shares of our common stock on
January 25, 2006. On the Effective Date: (i) our total authorized shares of
common stock was reduced from 5,000,000,000 shares to 50,000,000 shares; (ii)
each one hundred (100) outstanding shares of our common stock were automatically
converted into one (1) share of our common stock, resulting in 4,484,802 shares
of our common stock outstanding as of the Effective Date and (iii) our common
stock began trading under the symbol "MMIO" A certificate of change pursuant to
NRS 78.209 was filed with the Nevada Secretary of State effectuating the reverse
stock split and such action was approved by our Board of Directors.

RESULTS OF OPERATIONS

BASIS OF PRESENTATION

The results of operations set forth below for the periods ended March 31, 2006
and March 31, 2005 are those of the continuing operations of Marmion Idustries
Corp.

The following table sets forth, for the periods indicated, certain selected
financial data from continuing operations:

Three Months Ended
March 31,
------------------------------
2006 2005
--------- ----------
Revenues $ 438,937 $ 501,394
Cost of sales 283,416 281,323
--------- ---------

Gross margin 155,521 220,071

Salaries and employee benefits 160,414 144,979
General and administrative 918,605 355,465
Depreciation and Amortization 5,519 7,848
--------- ---------

Loss from Operations $(929,017) $(288,221)
========= =========

COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2006 AND MARCH 31, 2005

REVENUES. Our revenues decreased to $438,937, or a decrease of
approximately 13%, for the three months ended March 31, 2006, from $501,394 for
the three months ended March 31, 2005. This decrease was attributable to a large
job that was shipped in January 2005 but was primarily built in 2004.

COST OF SALES. Cost of sales for continued operations increased to
$283,416, or approximately 1%, for the three months ended March 31, 2006, from
$281,323 for the three months ended March 31, 2005. As a percentage of net
sales, cost of sales increased to 64% of net sales for the quarter ended March
31, 2006 versus approximately 56% of sales for the quarter ended March 31, 2005.
The increase in cost of sales as a percentage of net sales resulted primarily
from an increase in the prices of raw materials and fuel and our equipment and
labor expenses increasing. As a result, the company generated a gross margin of
$155,521 with a gross profit margin of approximately 35% for the quarter ended
March 31, 2006.

SALARIES AND EMPLOYEE BENEFITS. Salaries and employee benefits increased
to $160,414, or an increase of approximately 11% for the three months ended
March 31, 2006 from $144,979 for the three months ended March 31, 2005. This
increase is attributable primarily to the hiring of an industrial sales force as
well as a new commercial vice president.

GENERAL AND ADMINISTRATIVE. General and administrative expenses increased
to $918,605, or an increase of approximately 158%, for the three months ended
March 31, 2006, from $355,465 for the three months ended March 31, 2005. As a
percentage of net sales, general and administrative expenses were approximately
209% for the quarter ended March 31, 2006, as compared to approximately 71% for
the comparable period in 2005. The increase in general and administrative
expenses primarily results from compensation expense associated with the
issuance of the convertible note during the first quarter of 2006.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
decreased to $5,519 for the three months ended March 31, 2006, from $7,848 for
the three months ended March 31, 2005. This decrease was primarily due to
expiration of useful life of assets previously being depreciated.

LOSS FROM OPERATIONS. We incurred an operating loss of $929,017 for the
three months ended March 31, 2006, compared to an operating loss of $228,221 for
the three months ended March 31, 2005. The company had higher operating losses
in the three months ended March 31, 2006 compared to the prior year primarily
because of the compensation expense incurred due to the issuance of the
convertible note in the first quarter of 2006.

LIQUIDITY AND CAPITAL RESOURCES

We have financed our operations, acquisitions, debt service, and capital
requirements through cash flows generated from operations, debt financing, and
issuance of securities. Our working capital deficit at March 31, 2006 was
$750,191 and at December 31, 2005 it was $825,911. We had cash of $62,873 as of
March 31, 2006, while we cash of $22,774 as of December 31, 2005.

Our operating activities provided $54,889 for the three months ended March
31, 2006 compared to using $104,401 in the three months ended March 31, 2005.

Net cash flows used in investing activities was $7,413 for the three
months ended March 31, 2006, compared to investments of $3,500 in the three
months ended March 31, 2005. These cash flows were related to the purchase of
property and equipment.

Net cash flows used in financing activities were $7,377 for the three
months ended March 31, 2006, compared to net cash provided by financing
activities of $99,068 in the three months ended March 31, 2005.

We anticipate that we will need approximately $2 million to finance our
proposed growth over the next 12 months. We are currently looking to raise such
amount via a private placement of our debt and/or equity securities. There are
no assurances that we will be able to raise the requisite funds. If we are
unable to secure financing we may need to curtail our growth plans. Our working
capital is not sufficient to meet our obligations. These factors raise
substantial doubt about our ability to continue as a going concern.

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 policies 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. SFAS 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.

In December 2004, the FASB issued SFAS No. 123 (Revised 2004) "Share-Based
Payment" ("SFAS No. 123R"). SFAS No. 123R addresses all forms of share-based
payment ("SBP") awards, including shares issued under certain employee stock
purchase plans, stock options, restricted stock and stock appreciation rights.
SFAS No. 123R will require the Company to expense SBP awards with compensation
cost for SBP transactions measured at fair value. The FASB originally stated a
preference for a lattice model because it believed that a lattice model more
fully captures the unique characteristics of employee stock options in the
estimate of fair value, as compared to the Black-Scholes model which the Company
currently uses for its footnote disclosure. The FASB decided to remove its
explicit preference for a lattice model and not require a particular valuation
methodology. SFAS No. 123R requires us to adopt the new accounting provisions
beginning in our first quarter of 2006. We do not expect a material impact on
our consolidated results of operations as we do not intend to issue employee
stock options in the near future.

ACCOUNTING FOR INCOME TAXES

As part of the process of preparing our financial statements we are
required to estimate our income taxes. Management judgment is required in
determining our provision of our deferred tax asset. We recorded a valuation for
the full deferred tax asset from our net operating losses carried forward due to
the Company not demonstrating any consistent profitable operations. In the event
that the actual results differ from these estimates or we adjust these estimates
in future periods we may need to adjust such valuation recorded.

GOING CONCERN

The financial statements of the Company have been prepared assuming that
the Company will continue as a going concern. The Company has had negative
working capital for each of the least two years ended December 31, 2005 and
2004. The Company has incurred significant losses for these years and has a
negative working capital position. Those conditions raise substantial doubt
about the abilities to continue as a going concern. The financial statements of
the Company do not include any adjustments that might be necessary should the
Company be unable to continue as a going concern.

RECENT ACCOUNTING PRONOUNCEMENTS

FASB 154 - Accounting Changes and Error Corrections

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.

FASB 155 - Accounting for Certain Hybrid Financial Instruments

In February 2006, the FASB issued FASB Statement No. 155, which is an
amendment of FASB Statements No. 133 and 140. This Statement; a) permits fair
value remeasurement for any hybrid financial instrument that contains an
embedded derivative that otherwise would require bifurcation, b) clarifies which
interest-only strip and principal-only strip are not subject to the requirements
of Statement 133, c) establishes a requirement to evaluate interests in
securitized financial assets to identify interests that are freestanding
derivatives or that are hybrid financial instruments that contain an embedded
derivative requiring bifurcation, d) clarifies that concentrations of credit
risk in the form of subordination are not embedded derivatives, e) amends
Statement 140 to eliminate the prohibition on a qualifying special-purpose
entity from holding a derivative financial instrument that pertains to a
beneficial interest other than another derivative financial instrument. This
Statement is effective for financial statements for fiscal years beginning after
September 15, 2006. Earlier adoption of this Statement is permitted as of the
beginning of an entity's fiscal year, provided the entity has not yet issued any
financial statements for that fiscal year. Management believes this Statement
will have no impact on the financial statements of the Company once adopted.

FASB 156 - Accounting for Servicing of Financial Assets

In March 2006, the FASB issued FASB Statement No. 156, which amends FASB
Statement No. 140. This Statement establishes, among other things, the
accounting for all separately recognized servicing assets and servicing
liabilities. This Statement amends Statement 140 to require that all separately
recognized servicing assets and servicing liabilities be initially measured at
fair value, if practicable. This Statement permits, but does not require, the
subsequent measurement of separately recognized servicing assets and servicing
liabilities at fair value. An entity that uses derivative instruments to
mitigate the risks inherent in servicing assets and servicing liabilities is
required to account for those derivative instruments at fair value. Under this
Statement, an entity can elect subsequent fair value measurement to account for
its separately recognized .

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 treasurer, the sole officers and directors of the Company,
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.

In March 2006, our wholly owned subsidiary, Marmion Investments, Inc.
issued a convertible promissory note in the amount of $24,262.70 to a single
accredited investor in exchange for cancellation of a note of similar amount.
This note is convertible into our common stock at a rate of $.005 per share and
is guaranteed by us. This note has been converted in full as of the date of this
report.

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 January 25, 2006
3.9* By-laws.
4.1* International Trust & Financial Services, Inc. Employee Stock Option
Plan for the Year 2004
4.2* International Trust & Financial Services, Inc. Non-Employee
Directors & Consultants Retainer Stock Plan for the Year 2004
4.3* International Trust & Financial Services, Inc. Employee Stock Option
Plan for the Year 2004 No.2
4.4* International Trust & Financial Services, Inc. Non-Employee
Directors & Consultants Retainer Stock Plan for the Year 2004 No. 2
4.5* Marmion Industries Corp. Amended Employee Stock Incentive Plan for
the Year 2004 No. 2
4.6* Marmion Industries Corp. Non-Employee Directors & Consultants
Retainer Stock Plan for the Year 2004 No. 2
4.7* Marmion Industries Corp. Amended Employee Stock Incentive Plan for
the Year 2004 No. 3
4.8* Marmion Industries Corp. Non-Employee Directors & Consultants
Retainer Stock Plan for the Year 2004 No. 3
4.9* Marmion Industries Corp. Amended Employee Stock Incentive Plan for
the Year 2004 No. 4

4.10* Marmion Industries Corp. Non-Employee Directors & Consultants
Retainer Stock Plan for the Year 2004 No. 4
4.11* Marmion Industries Corp. Amended Employee Stock Incentive Plan for
the Year 2004 No. 5
4.12* Marmion Industries Corp. Non-Employee Directors & Consultants
Retainer Stock Plan for the Year 2004 No. 5
4.13* Marmion Industries Corp. Amended Employee Stock Incentive Plan for
the Year 2005
4.14* Marmion Industries Corp. Non-Employee Directors & Consultants
Retainer Stock Plan for the Year 2005
4.15* Marmion Industries Corp. Amended Employee Stock Incentive Plan for
the Year 2005 No. 2
4.16* Marmion Industries Corp. Non-Employee Directors & Consultants
Retainer Stock Plan for the Year 2005 No. 2
10.1* Plan and Agreement of Merger.
10.2* Purchase and Escrow Agreement.
10.3* M/S Al Dunia Contract
10.4* DT Construction Contract
31.1 ** Certification of Wilbert H. Marmion, President and 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, President and 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.
- ---------
*Previously Filed
**Filed Herewith

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 May 25, 2006

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