SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
              ____________________________________________________

                                   FORM 10-KSB

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004.

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM

                         COMMISSION FILE NO.  000-31507

                            MARMION INDUSTRIES CORP.
               (Exact name of issuer as specified in its charter)

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

 9103 EMMOTT ROAD, BUILDING 6, SUITE A                  77040
              HOUSTON TEXAS

(Address of principal executive offices)              (Zip Code)

       Registrant's telephone number, including area code: (713) 466-6585

Securities  registered  under  Section
12(b)  of  the  Exchange  Act:          NONE

Securities registered under Section
12(g) of the Exchange Act:              COMMON STOCK, PAR VALUE $0.001 PER SHARE
                                                     (Title of class)

     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  twelve  months  (or  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  [ ]

     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated  by  reference  in Part III of this Form 10-KSB or any amendment to
this  Form  10-KSB.  [ ]

     State  issuer's  revenues  for  its  most  recent  fiscal  year:  $0.

     State the aggregate market value of the voting and non-voting common equity
held  by  non-affiliates  computed by reference to the price at which the common
equity  was last sold, or the average bid and asked price of such common equity,
as  of  March  21,  2005:  $.0007.

     Indicate  the  number  of  shares  outstanding  of each of the registrant's
classes  of  common  stock  as of March 31, 2005:  6,413,601 - shares of common
stock.

     Documents  incorporated  by  reference:  None.

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


<PAGE>
<TABLE>
<CAPTION>
                                             TABLE OF CONTENTS

<S>                                                                                                     <C>
Item 1.    Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Item 2.    Description of Property.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
Item 3.    Legal Proceedings.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
Item 4.    Submission of Matters to a Vote of Security Holders.. . . . . . . . . . . . . . . . . . . .  10
Item 5.    Market for Common Equity and Related Stockholder Matters. . . . . . . . . . . . . . . . . .  10
Item 6.    Management's Discussion and Analysis or Plan of Operation.. . . . . . . . . . . . . . . . .  12
Item 7.    Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
Item 8.    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. . . .  16
Item 8A.   Controls and Procedures.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
Item 8B    Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9.    Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a)
           of the Exchange Act.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
Item 10.   Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
Item 11.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
           Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
Item 12.   Certain Relationships and Related Transactions. . . . . . . . . . . . . . . . . . . . . . .  22
Item 13.   Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
Item 14.   Principal Accountant Fees and Services. . . . . . . . . . . . . . . . . . . . . . . . . . .  23
</TABLE>


<PAGE>
                                     PART I

ITEM 1.   BUSINESS.

COMPANY  OVERVIEW

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

     We  were  formed  in Florida on September 5, 1996 under the name Fairbanks,
Inc.  On  April  18, 1997, we changed our name to Jet Vacation, Inc.  On May 11,
1998  we  changed  our  name  to Precom Technology, Inc.  On October 12, 2002 we
again  changed  our  name, this time to International Trust & Financial Systems,
Inc.  Although  we  were founded in 1996, our original business plan was capital
intensive  and  we  were  unable  to raise the capital necessary to implement or
carry  out  our  original  plan.

     In  July  of  2004,  we  completed a merger and change of our domicile from
Florida  to  Nevada.  We  also  changed  our  name from "International Trust and
Financial  Systems"  to  "Marmion  Industries  Corp."

CHANGE  OF  CONTROL

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

     Pursuant  to  that certain Purchase and Escrow Agreement dated November 12,
2003, by and between us and Wilbert H. Marmion, and J. Bennett Grocock, P.A., on
January  19,  2004 Mr. Marmion acquired 2,360,430 shares of our common stock and
2,870,000  shares  of  our  preferred  stock.  Each  of  our preferred shares is
convertible into 40 shares of our common stock, and each preferred share has the
same  voting  rights  as  40  shares of our common stock.  All of the common and
preferred  shares  acquired  by  Mr.  Marmion  carried  a legend restricting the
transfer  thereof  under the Securities Act of 1933, as amended.  On January 19,
2004,  Mr.  Owens  acquired  2,999,855  shares of our free-trading common stock.

     Additionally, with the consummation of the stock purchase transactions, Tim
B.  Smith  and  David  A.  Pells  resigned  their  positions as our officers and
directors.  Wilbert  H.  Marmion was elected our sole director of the Registrant
in  their  place  and  stead.

     On  February  24,  2004,  Wilbert  H. Marmion, our sole director, appointed
Ellen Raidl and John Royston to serve as directors alongside Wilbert H. Marmion.
Ms.  Raidl  and  Mr.  Royston  were  also  elected  our  officers.

     On  May  20,  2004,  Wilbert  H. Marmion, our President and Chief Executive
Officer,  contributed  all of his shares of common stock in Marmion Investments,
Inc.,  a Texas corporation d/b/a Marmion Air Service, to us as a contribution to
our  capital.  The shares contributed to us by Wilbert H. Marmion constitute one
hundred  percent  of  the  issued and outstanding shares in Marmion Investments,
Inc.

     As  a  result  of  the  capital  contribution  by  Mr.  Marmion,  Marmion
Investments,  Inc.  became  our  wholly-owned  subsidiary.

CHANGE  IN  DOMICILE

     On  July 12, 2004, we completed the steps necessary to effect the change in
our  name  from  "International  Trust  and Financial Systems, Inc." to "Marmion
Industries  Corp."  and  the change in our domicile from the State of Florida to
the  State  of  Nevada  effective  July  12,  2004.  Our  board of directors and
shareholders  approved  the


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<PAGE>
changes  in  name  and  domicile  and  further  details  are  contained  in  our
information  statement,  as  amended,  dated  June  21,  2004.

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

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

CURRENT BUSINESS PLAN

     Marmion  Industries  manufactures  and  modifies  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 has
always been owned and operated by W. H. Marmion and Ellen Raidl Marmion.  In the
first  few  years  we  were  fortunate to have 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 due to the low price of their stock began tightening
their  services budgets across the board drastically 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 has 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  solely  as  an S corporation and in 2003


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<PAGE>
converted  to C corp. in anticipation of going in to the public arena to give us
the  ability  to  grow more rapidly by being able to raise capital and engage in
acquisitions of synergistic companies. 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. Most of our competitors that have lost market
share  to  us  have  compensated  by  raising  their prices rather than focus on
greater  service  this  gives us even more advantage by demonstrating that their
philosophies  are  antiquated.

     We  see  our biggest challenge as the 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 out growing our receivables and increasing our
growth  rate  beyond 30 percent annually. Our customers normally pay on 45 to 60
day  intervals  and  our  supplier's  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% greater yield per job in the industrial
sector  additionally, new equipment would allow us to take on a diversified work
load  further  adding  to  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 here 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 with right
personnel  and  growth capital that we can grow our commercial division over the
next  two years.  With additional sales staff we can grow the industrial side of
this  business  in  line  with  the  commercial side due to a number of factors.
First  and foremost we are acquiring third party certification on our industrial
line  of  equipment that enables us to bid and successfully be awarded jobs that
would  normally  have  been  out  of  our  reach and available only to the older
established  on this business.  We because of third party certification 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  calling on and educating engineering companies in Houston so they are
aware  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.  We believe that with one or two
strategic  acquisitions  we  will  be  a great candidate to attract the eye of a
large  conglomerate.

KEY  PERSONNEL

     Our  future financial success depends to a large degree upon the efforts of
Mr.  Wilbert H. Marmion, our key officer and director.  Mr. Marmion has played a
major  role  in developing and executing our business strategy.  The loss of Mr.
Marmion  could  have  an  adverse  effect  on  our  business and our chances for
profitable  operations.  While  we  intend  to  employ additional management and
marketing  personnel  in  order to minimize the critical dependency upon any one
person,  there  can be no assurance that we will be successful in attracting and
retaining  the persons needed.  If we do not succeed in retaining and motivating
our  current  employees  and attracting new high quality employees, our business
could  be  adversely affected.  We do not maintain key man life insurance on the
life  of  Mr.  Marmion.

OUR FINANCIAL RESULTS MAY BE AFFECTED BY FACTORS OUTSIDE OF OUR CONTROL

     Our future operating results may vary significantly from quarter to quarter
due  to  a  variety  of  factors,  many  of  which are outside our control.  Our
anticipated  expense  levels  are  based,  in  part,  on our estimates of future


                                        3
<PAGE>
revenues  and may vary from our projections. We may be unable to adjust spending
rapidly enough to compensate for any unexpected revenues shortfall. Accordingly,
any  significant  shortfall  in revenues in relation to our planned expenditures
would materially adversely affect our business, operating results, and financial
condition.

     We  cannot  predict  with  certainty  our  revenues  and operating results.
Further,  we  believe that period-to-period comparisons of our operating results
are  not  necessarily  a  meaningful  indication  of  future  performance.

CORPORATE OFFICES

     Our  executive  office is located at 9103 Emmott Road, Building 6, Suite A,
Houston,  Texas,  77040.  The  telephone number to call for information is (713)
466-6585.

RECENT CHANGES IN OUR CORPORATE STRUCTURE

     Effective  May  25,  2004,  we designated 2,870,000 shares of our preferred
stock  as  the 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.

     Effective  June  3,  2004,  we  amended  our  Articles  of Incorporation to
authorize  290,000,000  shares  of common stock, par value $0.001 per share, and
10,000,000 shares of preferred stock, par value $0.001 per share.

     Effective  July  15,  2004,  we  amended  our  Certificate  of  Designation
establishing  the  Series  A  Preferred  Stock  to increase the number of shares
designated  as  the Series A Preferred Stock from 2,870,000 shares to 10,000,000
shares.

     Effective  November  16,  2004, we amended our Articles of Incorporation to
authorize  3,000,000,000  shares  of  common  stock  and  500,000,000  shares of
preferred  stock.

     Effective  November 19, 2004, we implemented a one for 500 reverse split of
our  common  stock.

     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 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 into which
each  such  share  of  the  Series  B Preferred Stock shall then be convertible.

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

EMPLOYEES

     We  have  10 full-time employees as of March 31, 2005.  As we grow, we will
need  to  attract an unknown number of additional qualified employees.  Although
we  have  experienced  no  work stoppages and believe our relationships with our
employees  are  good,  we  could be unsuccessful in attracting and retaining the
persons  needed.  None  of  our  employees  are currently represented by a labor
union.

RISK  FACTORS

NEED  FOR  ONGOING  FINANCING.


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     We  will  need  additional  capital  to  continue  our  operations and will
endeavor  to  raise  funds  through  the sale of equity shares and revenues from
operations.

     There can be no assurance that we will generate revenues from operations or
obtain  sufficient  capital  on  acceptable terms, if at all.  Failure to obtain
such capital or generate such operating revenues would have an adverse impact on
our  financial  position  and results of operations and ability to continue as a
going  concern.  Our  operating  and capital requirements during the next fiscal
year  and thereafter will vary based on a number of factors, including the level
of sales and marketing activities for our services and products. There can be no
assurance  that additional private or public financing, including debt or equity
financing,  will be available as needed, or, if available, on terms favorable to
us.  Any  additional  equity  financing may be dilutive to stockholders and such
additional equity securities may have rights, preferences or privileges that are
senior  to  those  of  our  existing  common  stock.

     Furthermore, debt financing, if available, will require payment of interest
and  may  involve  restrictive  covenants  that  could impose limitations on our
operating  flexibility.  Our  failure  to  successfully obtain additional future
funding  may  jeopardize  our  ability  to continue our business and operations.

     If  we  raise  additional  funds  by  issuing  equity  securities, existing
stockholders  may  experience  a dilution in their ownership.  In addition, as a
condition to giving additional funds to us, future investors may demand, and may
be  granted,  rights  superior  to  those  of  existing  stockholders.

BUSINESS  CONCENTRATION.

     While  we consider our relationships with our customers to be satisfactory,
given  the  concentration  of  our  sales  to a few key customers, our continued
relationships may be subject to the policies and practices of the customers.  We
continue  to  concentrate our efforts on expanding our customer base in order to
reduce  our  reliance  on  our  current  customers.

INFLATION.

     In  our  opinion,  inflation has not had a material effect on our financial
condition  or  results  of  our  operations.

TRENDS,  RISKS  AND  UNCERTAINTIES.

     We have sought to identify what we believe to be the most significant risks
to  our  business, but we cannot predict whether, or to what extent, any of such
risks  may be realized nor can we guarantee that we have identified all possible
risks  that  might  arise.  Investors should carefully consider all of such risk
factors  before  making an investment decision with respect to our common stock.

CAUTIONARY  FACTORS  THAT  MAY  AFFECT  FUTURE  RESULTS.

     We  provide the following cautionary discussion of risks, uncertainties and
possible  inaccurate  assumptions  relevant  to  our  business and our products.
These  are  factors  that  we  think  could  cause  our actual results to differ
materially from expected results.  Other factors besides those listed here could
adversely  affect  us.

POTENTIAL  FLUCTUATIONS  IN  QUARTERLY  OPERATING  RESULTS.

     Our  quarterly  operating results may fluctuate significantly in the future
as  a  result  of  a  variety of factors, most of which are outside our control,
including the demand for our services, seasonal trends in purchasing, the amount
and  timing of capital expenditures; price competition or pricing changes in the
industry;  technical  difficulties  or  system  downtime;  general  economic
conditions,  and  economic  conditions  specific  to our industry. Our quarterly
results  may  also  be  significantly  impacted  by the impact of the accounting
treatment of acquisitions, financing transactions or other matters. Particularly
at  our early stage of development, occurrences such as accounting treatment can
have  a  material  impact  on  the results for any quarter. Due to the foregoing
factors,  among  others, it is likely that our operating results will fall below
our  expectations  or  those  of  investors  in  some  future  quarter.


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<PAGE>
LACK  OF  INDEPENDENT  DIRECTORS.

     We  cannot  guarantee  that  our board of directors will have a majority of
independent directors in the future. In the absence of a majority of independent
directors,  our  executive  officers,  could  establish  policies and enter into
transactions without independent review and approval thereof. This could present
the  potential  for  a  conflict  of  interest  between  us and our stockholders
generally  and  the  controlling  officers,  stockholders  or  directors.

LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     Our  officers  and  directors  are required to exercise good faith and high
integrity  in  our  management  affairs.  Our articles of incorporation provide,
however,  that  our  officers  and  directors  shall  have  no  liability to our
stockholders  for  losses sustained or liabilities incurred which arise from any
transaction in their respective managerial capacities unless they violated their
duty of loyalty, did not act in good faith, engaged in intentional misconduct or
knowingly  violated  the law, approved an improper dividend or stock repurchase,
or  derived  an  improper benefit from the transaction.  Our articles and bylaws
also provide for the indemnification by us of the officers and directors against
any losses or liabilities they may incur as a result of the manner in which they
operate  our  business  or  conduct  the  internal  affairs,  provided  that  in
connection  with  these  activities  they act in good faith and in a manner that
they  reasonably  believe  to  be in, or not opposed to, our best interests, and
their  conduct  does  not  constitute  gross negligence, misconduct or breach of
fiduciary  obligations.

MANAGEMENT  OF  POTENTIAL  GROWTH.

     We may experience rapid growth which will place a significant strain on our
managerial,  operational,  and  financial systems resources.  To accommodate our
current  size  and  manage growth, we must continue to implement and improve our
financial strength and our operational systems, and expand, train and manage our
sales  and  distribution  base.  There  is  no guarantee that we will be able to
effectively  manage  the  expansion  of  our operations, or that our facilities,
systems,  procedures  or  controls  will  be  adequate  to  support our expanded
operations.  Our  inability to effectively manage our future growth would have a
material  adverse  effect  on  us.

WE  PAY  NO  DIVIDENDS.

     We  have  never  declared nor paid cash dividends on our capital stock.  We
currently  intend  to retain any earnings for funding growth however these plans
may  change  depending  upon  capital  raising  requirements.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

     We  believe  that  we  do  not  have  any  material exposure to interest or
commodity  risks.  Our  financial  results  are quantified in U.S. dollars and a
majority  of our obligations and expenditures with respect to our operations are
incurred  in  U.S.  dollars.  Although  we  do not believe we currently have any
materially  significant  market  risks relating to our operations resulting from
foreign  exchange  rates,  if  we  enter  into  financing  or  other  business
arrangements  denominated in currency other than the U.S. dollars, variations in
the  exchange rate may give rise to foreign exchange gains or losses that may be
significant.

     We  currently  have  no material long-term debt obligations.  We do not use
financial  instruments  for  trading  purposes  and  we  are  not a party to any
leverage  derivatives.

RISKS  RELATING  TO  OUR  BUSINESS

WE  ARE NOT LIKELY TO SUCCEED UNLESS WE CAN OVERCOME THE MANY OBSTACLES WE FACE.

     As  an  investor,  you  should  be  aware  of  the difficulties, delays and
expenses  we  encounter,  many  of  which  are  beyond  our  control,  including
unanticipated  market trends, employment costs, and administrative expenses.  We
cannot  assure  our  investors  that our proposed business plans as described in
this  report  will materialize or prove successful, or that we will ever be able
to  finalize  development of our products or services or operate profitably.  If


                                        6
<PAGE>
we  cannot  operate  profitably,  you  could  lose your entire investment.  As a
result of the nature of our business, initially we expect to sustain substantial
operating  expenses  without  generating  significant  revenues.

OUR AUDITORS HAVE STATED WE MAY NOT BE ABLE TO STAY IN BUSINESS.

     Our auditors have issued a going concern opinion, which means that there is
doubt  that  we  can  continue  as  an  ongoing business for the next 12 months.
Unless  we  can  raise  additional  capital,  we  may not be able to achieve our
objectives  and  may  have  to  suspend  or cease operations.  See "Management's
Discussion  and  Analysis  of  Financial  Condition  and Results of Operations."

OUR ACQUISITION STRATEGY INVOLVES A NUMBER OF RISKS.

     We  intend  to  pursue  growth  through  the  opportunistic  acquisition of
companies  or  assets that will enable us to expand our service lines to provide
more  cost-effective  customer  solutions.  We  routinely  review  potential
acquisitions.  This  strategy  involves certain risks, including difficulties in
the  integration  of  operations  and systems, the diversion of our management's
attention  from other business concerns, and the potential loss of key employees
of  acquired  companies.  We  may  not  be  able to successfully acquire, and/or
integrate  acquired  businesses  into  our  operations.

RISKS  RELATING  TO  OUR  STOCK

WE  MAY  NEED  TO RAISE ADDITIONAL CAPITAL.  IF WE ARE UNABLE TO RAISE NECESSARY
ADDITIONAL CAPITAL, OUR BUSINESS MAY FAIL OR OUR OPERATING RESULTS AND OUR STOCK
PRICE  MAY  BE  MATERIALLY  ADVERSELY  AFFECTED.

     Due  to  the  lack  of  revenue  and  expenses,  we need to secure adequate
funding.  If  we  are  unable  to obtain adequate funding, we may not be able to
successfully  develop and market our products and services and our business will
most  likely  fail.  We  do  not  have commitments for additional financing.  To
secure  additional  financing,  we  may  need  to  borrow  money  or  sell  more
securities,  which  may  reduce  the value of our outstanding securities.  Under
these  circumstances,  we  may  be  unable  to  secure  additional  financing on
favorable  terms  or  at  all.

     Selling  additional  stock,  either privately or publicly, would dilute the
equity  interests of our stockholders.  If we borrow more money, we will have to
pay interest and may also have to agree to restrictions that limit our operating
flexibility.  If  we  are  unable  to  obtain adequate financing, we may have to
curtail  business  operations  which  would  have  a material negative effect on
operating  results  and  most  likely  result  in  a  lower  stock  price.

OUR  COMMON  STOCK HAS EXPERIENCED IN THE PAST, AND IS EXPECTED TO EXPERIENCE IN
THE  FUTURE,  SIGNIFICANT  PRICE  AND  VOLUME  VOLATILITY,  WHICH  SUBSTANTIALLY
INCREASES  THE RISK THAT YOU MAY NOT BE ABLE TO SELL YOUR SHARES AT OR ABOVE THE
PRICE  THAT  YOU  PAY  FOR  THE  SHARES.

     Because  of the limited trading market for our common stock, and because of
the possible price volatility, you may not be able to sell your shares of common
stock  when you desire to do so. During 2003 and 2004, our common stock was sold
and purchased at prices that ranged from a high of $0.20 to a low of $0.0001 per
share.  The  inability  to  sell  your  shares in a rapidly declining market may
substantially increase your risk of loss because of such illiquidity because the
price  for  our  common  stock  may  suffer  greater  declines  due to its price
volatility.

     The  price  of  our common stock that will prevail in the market after this
offering  may  be higher or lower than the price you pay.  Certain factors, some
of  which  are  beyond  our control, that may cause our share price to fluctuate
significantly  include,  but  are  not  limited  to,  the  following:

-    Variations  in  our  quarterly  operating  results;

-    The  development  of  a  market  in  general for our products and services;

-    Changes  in  market  valuations  of  similar  companies;


                                        7
<PAGE>
-    Announcement  by  us  or  our  competitors  of  significant  contracts,
     acquisitions,  strategic  partnerships,  joint  ventures  or  capital
     commitments;

-    Loss  of  a major customer or failure to complete significant transactions;

-    Additions  or  departures  of  key  personnel;  and

-    Fluctuations  in  stock  market  price  and  volume.

     Additionally,  in  recent  years  the  stock market in general, and the OTC
Bulletin  Board  and  technology  stocks in particular, have experienced extreme
price  and volume fluctuations.  In some cases, these fluctuations are unrelated
or  disproportionate  to  the  operating  performance of the underlying company.
These  market and industry factors may materially and adversely affect our stock
price,  regardless  of  our  operating  performance.

     Over  the past few months, there have been periods of significant increases
in  trading  volume  of our common stock during which the price of our stock has
both increased and decreased.  The historical trading of our common stock is not
necessarily  an  indicator  of  how  it will trade in the future and our trading
price  as  of  the  date  of  this  report does not necessarily portend what the
trading  price  of  our  common  stock  might  be  in  the  future.

     In  the  past,  class  action  litigation  has  often  been brought against
companies  following  periods  of  volatility  in the market price of the common
stock  of  those companies.  If we become involved in this type of litigation in
the  future,  it  could  result in substantial costs and diversion of management
attention  and  resources,  which  could  have a further negative effect on your
investment  in  our  stock.

OUR  DIRECTORS  HAVE  THE RIGHT TO AUTHORIZE THE ISSUANCE OF PREFERRED STOCK AND
ADDITIONAL  SHARES  OF  OUR  COMMON  STOCK.

     Our  directors,  within  the  limitations and restrictions contained in our
articles  of  incorporation and without further action by our stockholders, have
the  authority  to  issue  shares of preferred stock from time to time in one or
more  series and to fix the number of shares and the relative rights, conversion
rights,  voting rights, and terms of redemption, liquidation preferences and any
other  preferences,  special  rights  and qualifications of any such series.  We
have  no intention of issuing preferred stock at the present time.  Any issuance
of  preferred  stock  could adversely affect the rights of holders of our common
stock.

     Should we issue additional shares of our common stock at a later time, each
investor's  ownership  interest  in  Marmion  Industries  Corp.  would  be
proportionally  reduced.  No  investor will have any preemptive right to acquire
additional  shares  of  our  common  stock,  or  any  of  our  other securities.

THE  ISSUANCE  OF  SHARES  UPON  THE  EXERCISE OF OUTSTANDING WARRANTS MAY CAUSE
IMMEDIATE  AND  SUBSTANTIAL  DILUTION  TO  OUR  EXISTING  STOCKHOLDERS.

     The  issuance  of  shares  upon  the  exercise  of  warrants  may result in
substantial  dilution  to  the interests of other stockholders since the selling
stockholders  may  ultimately  convert  and  sell  the  full  amount issuable on
conversion.  There  is no upper limit on the number of shares that may be issued
which will have the effect of further diluting the proportionate equity interest
and  voting  power  of  holders of our common stock, including investors in this
offering.

IF  WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED
FROM  THE  OTC BULLETIN BOARD WHICH WOULD LIMIT THE ABILITY OF BROKER-DEALERS TO
SELL  OUR SECURITIES AND THE ABILITY OF STOCKHOLDERS TO SELL THEIR SECURITIES IN
THE  SECONDARY  MARKET.

     Companies  trading  on  the  OTC Bulletin Board, such as Marmion Industries
Corp., must be reporting issuers under Section 12 of the Securities Exchange Act
of  1934,  as amended (the "Exchange Act"), and must be current in their reports
under  Section  13,  in  order to maintain price quotation privileges on the OTC
Bulletin  Board.  If we fail to remain current on our reporting requirements, we
could  be  removed  from  the  OTC  Bulletin  Board.  As  a


                                        8
<PAGE>
result,  the  market  liquidity  for  our securities could be severely adversely
affected  by  limiting  the ability of broker-dealers to sell our securities and
the  ability  of  stockholders to sell their securities in the secondary market.

OUR  COMMON  STOCK  IS  SUBJECT  TO  THE  "PENNY STOCK" RULES OF THE SEC AND THE
TRADING  MARKET  IN  OUR  SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR
STOCK  CUMBERSOME  AND  MAY  REDUCE  THE  VALUE  OF  AN INVESTMENT IN OUR STOCK.

     The  Securities  and  Exchange  Commission  has  adopted  Rule  15g-9 which
establishes  the definition of a "penny stock," for the purposes relevant to us,
as  any  equity security that has a market price of less than $5.00 per share or
with  an  exercise  price  of  less  than  $5.00  per  share, subject to certain
exceptions.  Inasmuch  as  that the current bid and ask price of common stock is
less  than $5.00 per share, our shares are classified as "penny stock" under the
rules  of  the SEC.  For any transaction involving a penny stock, unless exempt,
the  rules  require:

-    That  a  broker  or  dealer  approve a person's account for transactions in
     penny  stocks;  and

-    The  broker or dealer receives from the investor a written agreement to the
     transaction,  setting forth the identity and quantity of the penny stock to
     be  purchased.

     In  order  to  approve a person's account for transactions in penny stocks,
the  broker  or  dealer  must:

-    Obtain  financial  information  and investment experience objectives of the
     person;  and

-    Make  a  reasonable determination that the transactions in penny stocks are
     suitable  for  that  person  and  the  person  has sufficient knowledge and
     experience  in  financial  matters to be capable of evaluating the risks of
     transactions  in  penny  stocks.

     The broker or dealer must also deliver, prior to any transaction in a penny
stock,  a disclosure schedule prescribed by the Commission relating to the penny
stock  market,  which,  in  highlight  form:

-    Sets  forth  the  basis  on which the broker or dealer made the suitability
     determination;  and

-    That  the  broker  or  dealer received a signed, written agreement from the
     investor  prior  to  the  transaction.

     Generally,  brokers  may  be  less  willing  to  execute  transactions  in
securities  subject to the "penny stock" rules.  This may make it more difficult
for  investors  to dispose of our common stock and cause a decline in the market
value  of  our  stock.

     Disclosure also has to be made about the risks of investing in penny stocks
in  both  public  offerings  and  in secondary trading and about the commissions
payable  to  both  the  broker-dealer and the registered representative, current
quotations  for  the  securities  and  the  rights  and remedies available to an
investor  in  cases  of  fraud  in  penny  stock transactions.  Finally, monthly
statements  have  to  be  sent disclosing recent price information for the penny
stock  held in the account and information on the limited market in penny stocks

ITEM 2.   DESCRIPTION OF PROPERTY.

     Our principal offices are located at 9103 Emmott Road, Building 6, Suite A,
Houston  Texas 77040. We lease our offices under an operating lease that expires
in  April  2005.  The  monthly  cost  of  the  lease  is  $2,850.00.

ITEM 3.   LEGAL PROCEEDINGS.

     None.


                                        9
<PAGE>
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     On  November  10,  2004,  the  holder of the majority of our voting capital
stock  acted  by  written  consent  to  effect  the following corporate actions:

     1.   Elect  Wilbert  H.  Marmion,  Ellen  Raidl  and  John  Royston  to the
Company's  board  of  directors.

     2.   Amend  our  articles  of  incorporation  to increase the number of our
authorized  shares  of  common  stock  to  3,000,000,000  shares.

     3.   Amend  our  articles  of  incorporation  to increase the number of our
authorized  shares  of  preferred  stock  to  500,000,000  shares.

     4.   Ratify  the  selection of Lopez, Blevins, Bork & Associates LLP as our
independent public accountants for the fiscal years ending December 31, 2003 and
December  31,  2004;  and

     5.   Grant  discretionary  authority  to our board of directors to effect a
reverse  stock  split of our common stock on the basis of one post-consolidation
share  for  up to each 500 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.

     We  had  a  consenting  stockholder, Mr. Wilbert H. Marmion, our president,
director,  and  chief executive officer, who held 2,360,430 shares of our common
stock  and  2,870,000  shares  of our preferred stock on the record date for the
above-described  corporate  actions.

     Pursuant  to our certificate of designation establishing Series A preferred
stock, each share of our currently issued and outstanding 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
preferred  stock  shall be entitled to the number of votes on such matters equal
to the number of shares of the preferred stock held by such holder multiplied by
the  number of shares of the common stock each such share of the preferred stock
shall  then  be  convertible.  Therefore,  Mr.  Marmion  had  the  power to vote
117,160,430  shares  of  the  common  stock which number exceeded the 46,489,901
outstanding  shares  of  our  common  stock  as  of  the  record  date.

     Mr.  Marmion  had  the  power  to pass the proposed resolutions without the
concurrence  of  any  of  our  other  stockholders.

                                     PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     Until  July 14, 2004, our common stock was quoted on the OTC Bulletin Board
under  the  symbol  "ITFI.OB."  On  July  14,  2004, in connection with our name
change,  our  symbol changed from "ITFI.OB" to "MRMN.OB."  On November 19, 2004,
in  connection  with a one for 500 reverse split of our common stock, our symbol
was  changed from "MRMN.OB" to "MMON.OB."  On March 17, 2005, in connection with
the  one  for 1,000 split of our common stock, our symbol changed from "MMON.OB"
to  "MMIC.OB."  These  quotations  reflect inter-dealer prices, without mark-up,
mark-down  or  commission,  and  may  not  represent  actual  transactions.

<TABLE>
<CAPTION>
CALENDAR YEAR 2003   HIGH   LOW
<S>                 <C>     <C>
First Quarter         N/A    N/A
Second Quarter        N/A    N/A
Third Quarter        0.05   0.04
Fourth Quarter       0.08   0.08

CALENDAR YEAR 2004   HIGH   LOW
First Quarter        0.15   0.13
Second Quarter       0.03   0.01
Third Quarter        0.03   0.01
Fourth Quarter      0.0003  0.05
</TABLE>


                                       10
<PAGE>
     As  of  March  31,  2005,  we  had  6,413,601  shares  of  our common stock
outstanding.  Our  shares  of  common  stock  are  held  by  approximately  200
stockholders  of  record.  The  number of record holders was determined from the
records  of  our transfer agent and does not include beneficial owners of common
stock  whose  shares are held in the names of various security brokers, dealers,
and  registered  clearing  agencies.

SECTION  15(G)  OF  THE  EXCHANGE  ACT

     The shares of our common stock are covered by Section 15(g) of the Exchange
Act,  and  Rules  15g-1  through  15g-6  promulgated  thereunder,  which  impose
additional sales practice requirements on broker-dealers who sell our securities
to  persons  other  than  established  customers  and  accredited  investors.

     Rule  15g-2  declares  unlawful  any  broker-dealer  transactions in "penny
stocks"  unless  the  broker-dealer  has  first  provided  to  the  customer  a
standardized  disclosure  document.

     Rule  15g-3 provides that it is unlawful for a broker-dealer to engage in a
"penny  stock"  transaction  unless  the  broker-dealer  first  discloses  and
subsequently  confirms  to  the customer the current quotation prices or similar
market  information  concerning  the  penny  stock  in  question.

     Rule  15g-4  prohibits  broker-dealers  from  completing  "penny  stock"
transactions  for  a  customer  unless  the broker-dealer first discloses to the
customer  the  amount of compensation or other remuneration received as a result
of  the  penny  stock  transaction.

     Rule  15g-5  requires  that  a  broker-dealer  executing  a  "penny  stock"
transaction,  other  than one exempt under Rule 15g-1, disclose to its customer,
at the time of or prior to the transaction, information about the sales person's
compensation.

     Our common stock may be subject to the foregoing rules.  The application of
the  "penny  stock"  rules  may  affect  our stockholders' ability to sell their
shares  because  some  broker-dealers may not be willing to make a market in our
common  stock  because  of  the  burdens  imposed upon them by the "penny stock"
rules.

     The  following  table  provides  information  about purchases by us and our
affiliated  purchasers  during  the  quarter  ended  December 31, 2004 of equity
securities  that  are  registered by us pursuant to Section 12 of the Securities
Exchange  Act  of  1934:

<TABLE>
<CAPTION>
               SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
                    (a)              (b)             (c)               (d)
               --------------  ---------------  --------------  -----------------
                                                                     Maximum
                                                 Total number      number (or
                                                of shares (or      approximate
                                                    units)      dollar value) of
                                                 purchased as      shares (or
                                                   part of       units) that may
                Total number                       publicly          yet be
               of shares (or    Average price     announced         purchased
                   units)         paid per         plans or      under the plans
   Period        purchased     share (or unit)     programs        or programs
-------------  --------------  ---------------  --------------  -----------------
<S>            <C>             <C>              <C>             <C>
October 2004 .            -0-              -0-             -0-                -0-
November 2004.            -0-              -0-             -0-                -0-
December 2004.            -0-              -0-             -0-                -0-
               --------------  ---------------  --------------  -----------------
Total. . . . .            -0-              -0-             -0-                -0-
               ==============  ===============  ==============  =================
</TABLE>


                                       11
<PAGE>
ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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 Exchange Act.
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-KSB 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.

MANAGEMENT'S  PLAN  OF  OPERATIONS

     The  Company  is  a  designer  and  manufacturer  of hazardous location air
conditioners,  chemical  filtration, pressurization equipment for the industrial
market  and  distributes  their  equipment in the industrial building, refinery,
grain,  electric  provider  industries.

     The  Company  supplies  several  different  types  of  hazardous  location
equipment  to  several  of the worlds largest industrial building manufacturers.
The Company believes that its equipment is superior to those of its competitors,
due  to expert engineering and design. It's reputation as a dependable source of
high  quality equipment has resulted in its long term relationships with leading
industrial  building  manufacturers.  Sales  to  these  companies  provides  a
significant  recurring  steam  of revenue through sales and replacement units in
the  aftermarket.


     The  Company  also  distributes  wall mount air conditioners, environmental
control  units,  heat  pumps  for  the  heating  and  air  conditioning  company
"Marvair".  Our  customer's are principally in the industrial market and we have
the  ability  to purchase to their specifications.  The company believes that it
will  continue  to  benefit  from  an  increased  need  for cooling units in the
industrial  market,  due  to  the rebuilding of refineries in the middle eastern
countries  as well as Mexico and South America.  The company has a good position
in  its  market  through  solid  relationships  with its customers who generally
require  tailored products and a high level of customer service.  The ability to
customize  products  without  interruption of our current production  allows the
Company  to  work  closely  with customers to develop and produce equipment that
meets  their  specific  needs  efficiently  and  quickly.

     AVAILABILITY  OF  RAW  MATERIALS

     Most  of  the major components parts for the products we sell, such as base
units,  electrical  parts  and motors are purchased from suppliers.  The Company
has  strong relationships with its suppliers and has alternate suppliers for all
components.

     COMPETIVIE  CONDITIONS

     As  of  December  31,  2004, there were four primary competitors to Marmion
within  the  industry.

DEPENDENCE UPON ONE OR A FEW MAJOR CUSTOMERS

     Marmion  Industries  Corp's  net sales to its top three customers accounted
for  50%  of  the  Company's  net


                                       12
<PAGE>
sales  for  2004.  There  can  be no assurance that the Company will maintain or
improve  these relationships  or  that the Company will continue to supply these
customers  at current levels.  The loss of a significant portion of sales to any
of  these  customers  could  have  a material adverse effect on the Company.  In
addition,  many of the arrangements that the Company has with such customers are
by  purchase  order  and  terminable  at  will at the option of either party.  A
significant  decrease  or  interruption  in  businesses  of any of the Company's
significant  customers  could  have  a  material adverse effect on the financial
position,  results  of  operations  or  liquidity  of  the  Company.

RESULTS OF OPERATIONS

TWELVE MONTHS ENDED DECEMBER 31, 2004 COMPARED TO THE TWELVE MONTHS ENDED
DECEMBER 31, 2003.

REVENUE

Revenue  for  the  12  months ended December 31, 2004 was $1,090,404 compared to
$880,043  for  the  12  months  ended  December 31, 2003.  Revenue increased due
to  mainly the resale of air conditions to the industrial market and an increase
in  purchase  orders  received  for manufactured hazardous location equipment in
2004.

COST  OF  REVENUE

     Cost  of  revenue  was  $800,126 for the 12 months ended December 31, 2004,
compared  to  $587,803  sales for the 12 months ended December 31, 2003. Cost of
revenue  increased  due  to increase of purchases to fulfill the sales volume in
2004.  We  expect cost of revenue to increase during the coming 12 months due to
increased  sales  and  the  requirement  for  additional  product.

GENERAL  AND  ADMINISTRATIVE  EXPENSES

     General  and  administrative  expenses  ("G&A")  were $1,799,940 for the 12
months  ended  December  31,  2004, compared to $248,087 for the 12 months ended
December  31,  2003,  an  increase  of  $1,551,853 or approximately percent. The
increase  in  G&A is due primarily due to stock issued for services. The primary
components  of  the  G&A  during  the  12  months  ended  December 31, 2004 were
professional  consulting  fees  of  $509,588.

     We  expect  G&A  expenses to increase substantially in the coming 12 months
due to the increase in cost associated with expanding the growth of the company.
We  intend to focus on operating efficiencies, increasing revenues, and ensuring
profitability  during  this  period.

LIQUIDITY  AND  CAPITAL  RESOURCES

     During  the twelve-month period ended December 31, 2004, operating expenses
were  $3,391,029  as  compared  to  $638,015  for  the  same period in 2003. The
increase  in professional expenses and operating expenses are mainly a result of
launching  new product lines and related expenses. We intend to continue to find
ways to expand our business through new product development and introduction and
possibly  through  completing  the  one  planned  acquisition.  We  believe that
revenues and earnings will increase as we grow. We anticipate that we will incur
smaller  losses in the near future if we are able to expand our business and the
marketing  of  our  products  and  services now under development. Our operating
losses  as  shown  may be perceived as alarming and possibly indicate a downward
spiral leading to the demise of the company; however, from management's point of
view,  there is a bright side to the operating losses. The positive side of this
operating  loss  will  be  beneficial to us as two - three of our business units
become profitable in 2005 and the Net operating loss will allow us to accumulate
cash  without  paying  taxes  in  the  foreseeable  future.

     During  the  12  months ended December 31, 2004, we generated a net loss of
$3,100,751.  During  the  12  months  ended  December  31, 2004, we used cash in
operating  activities of ($1,625,479), cash provided by investing activities was
($1,010),  and  cash  provided  by  financing  activities  was  $1,571,199.

     In  order  to execute our business plan, we will need to acquire additional
capital  from  debt  or  equity  financing.  Our  independent  certified  public
accountants  have stated in their report, included in this Form 10-KSB, that due
to  our  net loss and negative cash flows from operations, in addition to a lack
of  operational  history,  there  is


                                       13
<PAGE>
a  substantial  doubt  about our ability to continue as a going concern.  In the
absence  of  significant revenue and profits, we will be completely dependent on
additional  debt  and equity financing arrangements.  There is no assurance that
any  financing  will  be  sufficient  to  fund our capital expenditures, working
capital  and  other  cash  requirements  for the fiscal year ending December 31,
2005.  No  assurance  can  be  given  that  any  such additional funding will be
available  or  that, if available, can be obtained on terms favorable to us.  If
we  are unable to raise needed funds on acceptable terms, we will not be able to
execute  our business plan, develop or enhance existing services, take advantage
of  future  opportunities  or  respond to competitive pressures or unanticipated
requirements.  A  material  shortage  of capital will require us to take drastic
steps  such  as  further reducing our level of operations, disposing of selected
assets  or seeking an acquisition partner.  If cash is insufficient, we will not
be  able  to  continue  operations.

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. Although the Company is in the process
of evaluating the impact of applying the various provisions of SFAS No. 123R, we
expect  that  this  statement  will  have  a material impact on our consolidated
results  of  operations

RECENT  ACCOUNTING  PRONOUNCEMENTS

     We  adopted  SFAS No. 142.  Under the new rules, we will no longer amortize
goodwill and other intangible assets with indefinite lives, but such assets will
be  subject  to  periodic  testing for impairment.  On an annual basis, and when
there  is  reason to suspect that their values have been diminished or impaired,
these  assets  must  be tested for impairment, and write-downs to be included in
results  from  operations  may  be  necessary.  SFAS No. 142 also requires us to
complete  a  transitional  goodwill  impairment test six months from the date of
adoption.

     Any  goodwill  impairment  loss  recognized as a result of the transitional
goodwill  impairment test will be recorded as a cumulative effect of a change in
accounting principle no later than the end of fiscal year 2002.  The adoption of
SFAS  No.  142  had no material impact on our consolidated financial statements.
SFAS  No.  143  establishes  accounting  standards  for  the  recognition  and
measurement  of  an  asset  retirement  obligation  and  its  associated  asset
retirement  cost.  It  also  provides  accounting guidance for legal obligations
associated  with  the retirement of tangible long-lived assets.  SFAS No. 143 is
effective  in  fiscal  years  beginning after June 15, 2002, with early adoption
permitted.  We  expect  that  the  provisions  of  SFAS  No. 143 will not have a
material impact on our consolidated results of operations and financial position
upon  adoption.  We  plan  to  adopt  SFAS  No.  143  effective January 1, 2003.


                                       14
<PAGE>
     SFAS  No.  144  establishes a single accounting model for the impairment or
disposal  of long-lived assets, including discontinued operations.  SFAS No. 144
superseded  Statement of Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
(SFAS  No.  121), and APB Opinion No. 30, "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual  and  Infrequently  Occurring Events and Transactions."  We adopted SFAS
No. 144 effective January 1, 2002.  The adoption of SFAS No. 144 had no material
impact  on  our  consolidated  financial  statements.

     In  April  2002,  the  FASB  issued  Statement No. 145, "Rescission of FASB
Statements  No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections."  This  Statement  rescinds  FASB Statement No. 4, "Reporting Gains
and  Losses  from  Extinguishment  of Debt," and an amendment of that Statement,
FASB  Statement  No.  64,  "Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements"  and  FASB  Statement No. 44, "Accounting for Intangible Assets of
Motor  Carriers."  This  Statement amends FASB Statement No. 13, "Accounting for
Leases,"  to  eliminate  an  inconsistency  between  the required accounting for
sale-leaseback  transactions  and  the  required  accounting  for  certain lease
modifications  that  have  economic  effects  that are similar to sale-leaseback
transactions.  We  do  not  expect the adoption to have a material impact to our
financial  position  or  results  of  operations.

     In  June  2002,  the  FASB  issued Statement No. 146, "Accounting for Costs
Associated  with  Exit  or  Disposal  Activities."  This  Statement  addresses
financial  accounting  and  reporting for costs associated with exit or disposal
activities  and  nullifies  Emerging  Issues  Task  Force (EITF) Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)."  The
provisions  of this statement are effective for exit or disposal activities that
are initiated after December 31, 2002, with early application encouraged.  We do
not  expect  the adoption to have a material impact to our financial position or
results  of  operations.

     In  October  2002,  the  FASB  issued  Statement  No. 147, "Acquisitions of
Certain  Financial  Institutions-an  amendment of FASB Statements No. 72 and 144
and  FASB  Interpretation  No.  9,"  which  removes  acquisitions  of  financial
institutions  from  the  scope  of  both  Statement  72 and Interpretation 9 and
requires  that those transactions be accounted for in accordance with Statements
No.  141,  Business  Combinations,  and  No.  142, Goodwill and Other Intangible
Assets.  In  addition,  this  Statement  amends SFAS No. 144, Accounting for the
Impairment  or  Disposal of Long-Lived Assets, to include in its scope long-term
customer-relationship  intangible  assets  of  financial  institutions  such  as
depositor  and  borrower-relationship  intangible  assets  and credit cardholder
intangible  assets.  The  requirements  relating  to  acquisitions  of financial
institutions are effective for acquisitions for which the date of acquisition is
on  or  after  October  1,  2002.  The  provisions related to accounting for the
impairment  or  disposal  of  certain long-term customer-relationship intangible
assets are effective on October 1, 2002.  The adoption of this statement did not
have  a material impact to our financial position or results of operations as we
have  not  engaged  in  either  of  these  activities.

     In  December  2002,  the  FASB  issued  Statement  No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure," which amends FASB Statement
No. 123, Accounting for Stock-Based Compensation, to provide alternative methods
of  transition  for  a  voluntary  change  to  the  fair  value  based method of
accounting  for  stock-based employee compensation.  In addition, this statement
amends  the  disclosure  requirements  of  Statement  123  to  require prominent
disclosures  in both annual and interim financial statements about the method of
accounting  for  stock-based  employee compensation and the effect of the method
used  on  reported  results.  The  transition  guidance  and  annual  disclosure
provisions of Statement 148 are effective for fiscal years ending after December
15,  2002,  with  earlier  application  permitted in certain circumstances.  The
interim  disclosure  provisions  are  effective for financial reports containing
financial statements for interim periods beginning after December 15, 2002.  The
adoption  of  this  statement  did  not  have a material impact on our financial
position  or  results of operations as we have not elected to change to the fair
value  based  method  of  accounting  for  stock-based  employee  compensation.

     In  January  2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable  Interest  Entities."  Interpretation  46 changes the criteria by which
one  company  includes  another entity in its consolidated financial statements.
Previously,  the  criteria  were  based  on  control  through  voting  interest.
Interpretation  46  requires  a variable interest entity to be consolidated by a
company  if  that  company is subject to a majority of the risk of loss from the
variable  interest  entity's activities or entitled to receive a majority of the
entity's  residual  returns  or  both.  A


                                       15
<PAGE>
company  that  consolidates  a  variable  interest  entity is called the primary
beneficiary of that entity.  The consolidation requirements of Interpretation 46
apply  immediately to variable interest entities created after January 31, 2003.
The  consolidation requirements apply to older entities in the first fiscal year
or  interim  period  beginning  after  June 15, 2003.  Certain of the disclosure
requirements  apply  in  all financial statements issued after January 31, 2003,
regardless  of  when  the  variable  interest entity was established.  We do not
expect  the  adoption  to  have  a  material impact to our financial position or
results  of  operations.

     In  April 2003, the FASB issued Statement of Financial Accounting Standards
(SFAS)  No.  149,  Amendment  of Statement No. 133 on Derivative Instruments and
Hedging  Activities.  SFAS  149  amends SFAS No. 133 to provide clarification on
the  financial  accounting  and  reporting of derivative instruments and hedging
activities and requires that contracts with similar characteristics be accounted
for  on  a  comparable  basis.  The  provisions  of  SFAS  149 are effective for
contracts  entered  into  or  modified  after  June  30,  2003,  and for hedging
relationships  designated after June 30, 2003.  The adoption of SFAS 149 did not
have  a  material  impact  on  our  results of operations or financial position.

     In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments  with  Characteristics  of  Both  Liabilities  and  Equity. SFAS 150
establishes standards on the classification and measurement of certain financial
instruments with characteristics of both liabilities and equity.  The provisions
of  SFAS  150  are  effective for financial instruments entered into or modified
after  May  31, 2003 and to all other instruments that exist as of the beginning
of  the  first interim financial reporting period beginning after June 15, 2003.
The  adoption  of  SFAS  150  did  not  have a material impact on our results of
operations  or  financial  position.

OFF-BALANCE  SHEET  ARRANGEMENTS

     We  do  not  have  any  off-balance  sheet  arrangements.

ITEM 7.   FINANCIAL STATEMENTS.

     The  financial  statements  and  related notes are included as part of this
report as indexed in the appendix on page F-1 through F-20.

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL  DISCLOSURE.

     On  October  8,  2002,  our precedessor, Precom Technology, Inc. received a
copy  of  a letter dated September 25, 2002, addressed to the board of directors
notifying  our  predecessor  of  the  resignation  of  Moffitt  &  Company, P.C.
("Moffitt")  as  our  predecessor's  independent auditors.  This resignation was
approved  by our predecessor's board of directors.  Moffitt has restructured its
business and advised our predecessor that it will no longer serve as independent
auditors  for  publicly  traded  companies.

     During  our  predecessor's two most recent fiscal years, and the subsequent
interim  period  through  the  date  of  Moffitt's  resignation,  there  were no
disagreements  between  our  predecessor and Moffitt on any matter of accounting
principles  or  practices,  financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to Moffitt's satisfaction, would
have  caused Moffitt to make reference to the subject matter of the disagreement
in connection with its reports; and there were no reportable events as listed in
Item  304(a)(1)(v)  of  Regulation  S-K.

     Moffitt's  audit  reports  on  our  predecessor's  consolidated  financial
statements  for the past two fiscal years did not contain any adverse opinion or
disclaimer  of  opinion,  nor were they qualified or modified as to uncertainty,
audit  scope or accounting principles. Our predecessor has provided Moffitt with
a copy of the disclosures contained in its Current Report. A letter from Moffitt
indicating its concurrence with the disclosures provided was filed as an exhibit
to  the  Current  Report  filed  with  the  SEC  on  October  10,  2002.

     Our  predecessor's  board  of directors appointed Randy Simpson, C.P.A., PC
("Simpson"),  as  its  independent certifying accountants, effective October 10,
2002.  During our predecessor's two most recent fiscal years, and the subsequent
interim  period  our  predecessor  did  not  consult Simpson with respect to the
application  of


                                       16
<PAGE>
accounting  principles to a specified transaction, either completed or proposed,
or  the  type  of  audit  opinion  that  might  be rendered on our predecessor's
consolidated  financial statements, or any other matters or reportable events as
described  in  paragraph  304(a)(1)(v)  of  Regulation  S-K.

     On March 19, 2004, we terminated the client-auditor relationship with Randy
Simpson,  C.P.A.,  PC  ("Simpson").

     Simpson's  reports  on our financial statements for the year ended December
31, 2002 did not contain an adverse opinion or a disclaimer of opinion, and were
not  qualified  or  modified  as  to  uncertainty,  audit  scope,  or accounting
principles,  except that Simpson's reports on the our Forms 10-QSB  for the year
2002  and  Form  10-KSB  for the year ended December 31, 2002 raised substantial
doubt  about  our  ability  to  continue  as  a  going  concern.

     The  decision  to  change  accountants  was  recommended  by  our  Board of
Directors.

     During  the  two most recent fiscal years and any subsequent interim period
through  March  19,  2004  there  have not been any disagreements between us and
Simpson on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to  the  satisfaction  of Simpson, would have caused it to make reference to the
subject  matter  of  the  disagreements  in  connection  with its reports on our
financial  statements  for  such  periods.

     On  March  19,  2004  we  engaged  Malone  & Bailey, P.C., certified public
accountants, ("Malone & Bailey") as our independent accountants to report on our
balance  sheet  as  of  December  31,  2003  and  2002, and the related combined
statements  of  income,  stockholders'  equity and cash flows for the years then
ended.  The  decision  to  appoint  Malone & Bailey was approved by our Board of
Directors.

     During  our  two most recent fiscal years and any subsequent interim period
prior  to the engagement of Malone & Bailey, neither we nor anyone on our behalf
consulted  with  Malone  &  Bailey  regarding  either  (i)  the  application  of
accounting  principles  to  a  specified  transaction,  either  contemplated  or
proposed,  or  the type of audit opinion that might be rendered on our financial
statements or (ii) any matter that was either the subject of a "disagreement" or
a  "reportable  event."

     We  provided Simpson with a copy of our disclosures on Form 8-K, before its
filing  with  the  Commission.  We requested Simpson to furnish us with a letter
addressed  to  the Commission stating whether it agreed with the statements made
by  us  in our Current Report and, if not, stating the respects in which they do
not  agree.

     We  filed  Simpson's  letter as an exhibit to our Current Report filed with
the  Commission  on  March  24,  2004.

     On  August  20,  2004,  Malone  &  Bailey were dismissed as our independent
auditors.  Malone & Bailey's report dated April 6, 2004, on our balance sheet of
as of December 31, 2003, and the related statements of operations, stockholders'
equity,  and  cash flows for each of the two years then ended and for the period
from  September  1,  1996  through December 31, 2003, did not contain an adverse
opinion  or  disclaimer  of  opinion,  or  qualification  or  modification as to
uncertainty,  audit  scope,  or  accounting  principles,  except that the report
indicated  that  we  have  suffered  recurring  losses  and  our  need  to raise
additional  capital  raised substantial doubt about our ability to continue as a
going  concern.

     In  connection  with  the  audit  of  our  financial statements, and in the
subsequent  interim  period, there were no disagreements with Malone & Bailey on
any  matters  of  accounting  principles  or  practices,  financial  statement
disclosure,  or  auditing  scope  and  procedures  which, if not resolved to the
satisfaction  of  Malone  &  Bailey  would  have  caused Malone & Bailey to make
reference  to  the  matter  in  their  report.

     We  provided  Malone  &  Bailey with a copy of our disclosures on Form 8-K,
before  its filing with the Commission.  We requested Malone & Bailey to furnish
us  with  a  letter addressed to the Commission stating whether they agreed with
the  statements  made  by  us  in  our  Current  Report and, if not, stating the
respects  in  which  they  do  not  agree.


                                       17
<PAGE>
     We filed Malone & Bailey's letter as an exhibit to our Current Report filed
with  the  Commission  on  August  23,  2004.

     Lopez, Blevins, Bork & Associates, L.L.P. was engaged on August 20, 2004 as
our  principal  accountant  to  audit our financial statements.  The decision to
change  accountants  was  recommended  by  the  Audit  Committee of our Board of
Directors  and  approved  by  our  Board  of  Directors.

     During  the  years  ended  December  31,  2003  and  2002 and subsequent to
December  31,  2003 through the date hereof, neither we nor anyone on our behalf
consulted  with  Lopez,  Blevins, Bork & Associates, L.L.P. regarding either the
application  of  accounting  principles  to  a  specified  transaction,  either
completed  or  proposed,  or the type of audit opinion that might be rendered on
our  financial  statements,  nor  has  Lopez, Blevins, Bork & Associates, L.L.P.
provided  to  us  a  written  report or oral advice regarding such principles or
audit opinion or any matter that was the subject of a disagreement or reportable
events  set  forth  in  Item 304(a)(iv) and (v), respectively, of Regulation S-K
with  our  former  accountant.

ITEM 8A.  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  Annual  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.

ITEM 8B.  OTHER INFORMATION.

     None.

                                    PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT.

     Our directors and executive officers are:

<TABLE>
<CAPTION>
                                                                  POSITION HELD
NAME                AGE                 POSITION                      SINCE
------------------  ---  ---------------------------------------  -------------
<S>                 <C>  <C>                                      <C>
Wilbert H. Marmion   47  President, director and chief executive       2004
                                        officer
    Ellen Raidl      38     Secretary, director and treasurer          2004
   John Royston      56        Vice president and director             2004
</TABLE>


                                       18
<PAGE>
     The  members  of  our board of directors are subject to change from time to
time  by  the  vote  of  the stockholders at special or annual meetings to elect
directors.  The  number  of  the  directors  may  be  fixed from time to time by
resolution  duly  passed by our board.  Each director is elected for a period of
one year at the annual meeting of our stockholders, and will hold office for the
term for which elected and until his successor is elected and qualified or until
his  earlier  death,  resignation  or  removal.  Vacancies  and  newly  created
directorships  resulting from any increase in the number of authorized directors
may generally be filled by a majority of the directors then remaining in office.
The  directors  elect  officers  annually.

     Wilbert H. Marmion and Ellen Raidl are husband and wife.

     We  may  employ  additional management personnel, as our board of directors
deems necessary. We have not identified or reached an agreement or understanding
with  any  other  individuals  to  serve  in  management  positions,  but do not
anticipate  any  problem  in  employing  qualified  staff.

     A  description of the business experience during the past several years for
each  of  our  directors  and  executive  officers  is  set  forth  below.

     Mr.  Marmion  started  Marmion  Air  Service in 1998.  He has been the sole
shareholder  and  president  and  director  since  that  time.

     Ms.  Raidl has worked for Marmion Air Service since 2000 as office manager.
Before  that,  Ms.  Raidl  worked in property management for The Hanover Company
from  1998  to  the  end  of  2000.

     Mr. Royston has been self-employed since 1992, as a tax accountant.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Under  Section  16(a) of the Exchange Act, our directors and certain of our
officers,  and  persons  holding  more  than  10 percent of our common stock are
required  to file forms reporting their beneficial ownership of our common stock
and  subsequent  changes  in  that  ownership  with  the Securities and Exchange
Commission.  Such  persons  are  also  required to furnish us with copies of all
forms  so  filed.

     Based solely upon a review of copies of such forms filed on Forms 3, 4, and
5, we are aware of one person who during the year ended December 31, 2004, was a
director,  officer,  or beneficial owners of more than ten percent of our common
stock,  and  who  failed to file, on a timely basis, reports required by Section
16(a) of the Securities Exchange Act of 1934 during such fiscal year as follows:

-    Wilbert  H.  Marmion.  Mr.  Marmion  was an officer and director during the
     year  2004.  Mr.  Marmion failed to timely file a Form 4 for the year ended
     December  31,  2004

CODE OF ETHICS

     We  have  adopted  a code of ethics that applies to our principal executive
officer,  principal  financial  officer,  principal  accounting  officer  or
controller,  or  persons  performing  similar  functions.  The code of ethics is
designed  to  deter  wrongdoing  and  to  promote:

-    Honest  and  ethical  conduct,  including the ethical handling of actual or
     apparent  conflicts  of  interest  between  personal  and  professional
     relationships;

-    Full,  fair, accurate, timely, and understandable disclosure in reports and
     documents  that  we  file  with, or submits to, the SEC and in other public
     communications  made  by  us;

-    Compliance  with  applicable  governmental  laws,  rules  and  regulations;


                                       19
<PAGE>
-    The  prompt  internal reporting of violations of the code to an appropriate
     person  or  persons  identified  in  the  code;  and

-    Accountability  for  adherence  to  the  code.

     A  copy  of  our  code  of  ethics  that applies to our principal executive
officer,  principal  financial  officer,  principal  accounting  officer  or
controller,  or  persons performing similar functions was filed as an exhibit to
our  Annual  report  for  the period ended December 31, 2003, and filed with the
Commission  on  April  14,  2004.

     We  will  provide to any person without charge, upon request, a copy of our
code  of ethics.  Any such request should be directed to our corporate secretary
at  9103  Emmott  Rd.,  Bldg.  6,  Ste.  A,  Houston,  Texas  77040.

ITEM 10.  EXECUTIVE COMPENSATION.

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

SUMMARY  COMPENSATION  TABLE

     In  2003  and  2004, one of our officers received compensation in excess of
$100,000  and  there  were  no  stock options, warrants or similar grants to any
officer  or director, made during 2003. A warrant to acquire 1,000,000 pre-split
shares  (500,000  post-split shares) of our common stock was issued to Greenwich
Financial  Group,  in which our former director, Nicholas Calapa is a 50 percent
owner, in April, 2002, for a period of three years at a pre-split price of $2.00
per  share  ($4.00  post-split).

     The  following  table  provides  certain summary information concerning the
compensation earned by the named executive officers (determined as of the end of
the  last  fiscal  year)  for  services  rendered  in  all capacities to Marmion
Industries  Corp.  and  our  subsidiaries:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                ANNUAL COMPENSATION              LONG TERM COMPENSATION
                          ------------------------------  ------------------------------------
                                                                     AWARDS           PAYOUTS
                                                          --------------------------  --------
                                                          RESTRICTED    SECURITIES
                                           OTHER ANNUAL      STOCK      UNDERLYING      LTIP      ALL OTHER
NAME AND PRINCIPAL        SALARY   BONUS   COMPENSATION    AWARD(S)    OPTIONS/SARS   PAYOUTS   COMPENSATION
     POSITION       YEAR    ($)     ($)         ($)           ($)           (#)         ($)          ($)
-------------------------------------------------------------------------------------------------------------
<S>                 <C>   <C>      <C>     <C>            <C>          <C>            <C>       <C>
Wilbert H. Marmion  2002   60,000       0              0                                     0
                    2003   23,000       0              0                                     0
                    2004  125,000       0              0                                     0

Ellen Raidl         2002   38,000       0              0                                     0
                    2003   29,500       0              0                                     0
                    2004   75,000       0              0                                     0

John Royston        2002        0       0              0                                     0
                    2003        0       0              0                                     0
                    2004        0       0              0                                     0
-------------------------------------------------------------------------------------------------------------
</TABLE>

EMPLOYMENT AGREEMENTS

     None.

CONFIDENTIALITY AGREEMENTS

     None.


                                       20
<PAGE>
ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED  STOCKHOLDER  MATTERS.

EQUITY COMPENSATION PLAN INFORMATION

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

     The following table provides information as of the end of the most recently
completed  fiscal  year with respect to compensation plans (including individual
compensation  arrangements)  under which equity securities of the registrant are
authorized  for  issuance,  aggregated  as  follows:

-    All compensation plans previously approved by security holders; and

-    All compensation plans not previously approved by security holders.

<TABLE>
<CAPTION>
                                                                                               NUMBER OF SECURITIES REMAINING
                                 NUMBER OF SECURITIES TO BE                                     AVAILABLE FOR FUTURE ISSUANCE
                                  ISSUED UPON EXERCISE OF        WEIGHTED-AVERAGE EXERCISE        UNDER EQUITY COMPENSATION
                               OUTSTANDING OPTIONS, WARRANTS   PRICE OF OUTSTANDING OPTIONS,     PLANS (EXCLUDING SECURITIES
                                         AND RIGHTS                 WARRANTS AND RIGHTS           REFLECTED IN COLUMN (A))
PLAN CATEGORY                               (A)                             (B)                              (C)
-----------------------------  ------------------------------  ------------------------------  -------------------------------
<S>                            <C>                             <C>                             <C>
Equity compensation plans                         806,000,000                           0.001                              -0-
approved by security holders
Equity compensation plans not                             -0-                             N/A                              N/A
approved by security holders

Total                                             806,000,000                           0.001                              -0-

</TABLE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of December 31, 2004, information
concerning ownership of our securities by:

-    Each person who owns beneficially more than five percent of the outstanding
     shares  of  our  common  stock;

-    Each  person  who  owns  beneficially  outstanding  shares of our preferred
     stock;

-    Each  director;

-    Each  named  executive  officer;  and

-    All  directors  and  officers  as  a  group.

<TABLE>
<CAPTION>
                                                         COMMON STOCK BENEFICIALLY     PREFERRED STOCK BENEFICIALLY
                                                                 OWNED (2)                       OWNED (2)
                                                       ----------------------------  ---------------------------------
       NAME AND ADDRESS OF BENEFICIAL OWNER (1)          NUMBER         PERCENT          NUMBER            PERCENT
-----------------------------------------------------  -----------  ---------------  ----------------  ---------------
<S>                                                    <C>          <C>              <C>               <C>
Wilbert H. Marmion (3)                                 12,360,430              3.8        750,000 (5)          7.7 (5)
Ellen Raidl  (3)                                               -0-              -0-            -0-              -0-
John Royston                                                   -0-              -0-            -0-              -0-
All directors and officers as a group (three persons)          -0-              -0-       750,000 (5)          7.7 (5)
                                                       -----------  ---------------  ================  ===============
                                                       12,360,430              ???             -0-
                                                       ===========  ===============
</TABLE>


                                       21
<PAGE>
(1)  Unless  otherwise  indicated, the address for each of these stockholders is
     c/o  Marmion  Industries  Corp,  9103  Emmott  Road,  Building  6, Suite A,
     Houston,  Texas  77040. Also, unless otherwise indicated, each person named
     in the table above has the sole voting and investment power with respect to
     our  shares  of  common  stock  which  he  or  she  beneficially  owns.
(2)  Beneficial  ownership  is  determined  in  accordance with the rules of the
     Securities  and  Exchange  Commission.  As of December 31, 2004, there were
     issued and outstanding 322,978,343 shares of our common stock and 9,750,000
     shares  of  our  Series  A  preferred  stock.
(3)  Mr. Marmion and Mrs. Raidl are married.
(5)  Series  A  Preferred  Stock
(6)  Series  B  Preferred  Stock.

     There  are no arrangements, known to us, including any pledge by any person
of  our  securities, the operation of which may at a subsequent date result in a
change  in  control  of  Marmion  Industries  Corp.

     There  are  no  arrangements  or  understandings  among members of both the
former  and the new control groups and their associates with respect to election
of  directors  or  other  matters.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     On  May  20,  2004,  Wilbert  H. Marmion, our President and Chief Executive
Officer,  contributed  all of his shares of common stock in Marmion Investments,
Inc.,  a Texas corporation d/b/a Marmion Air Service, to us as a contribution to
our  capital.  The shares contributed to us by Wilbert H. Marmion constitute one
hundred  percent  of  the  issued and outstanding shares in Marmion Investments,
Inc.

<TABLE>
<CAPTION>
ITEM 13.  EXHIBITS.

EXHIBIT
   NO.   IDENTIFICATION OF EXHIBIT
-------  ------------------------------------------------------------------------------------------------------------
<S>      <C>
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*     By-laws.
10.1*    Plan and Agreement of Merger.
10.2*    Purchase and Escrow Agreement.
14 *     Code of Ethics
21**     Subsidiaries.
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.
</TABLE>
_________
*Previously Filed
** Filed Herewith


                                       22
<PAGE>
ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

     The  aggregate fees billed by Lopez, Blevins, Bork & Associates, L.L.P. for
professional  services rendered for the audit of our annual financial statements
for  fiscal  year  2004  were  $18,000.

      The  aggregate  fees  billed  by Malone & Bailey for professional services
rendered  for  the audit of our annual financial statements for fiscal year 2004
were  zero.


AUDIT-RELATED FEES

     The  aggregate fees billed by Lopez, Blevins, Bork & Associates, L.L.P. for
assurance and related services that are reasonably related to the performance of
the  audit  or  review of our financial statements for fiscal year 2003 were $0.

     The  aggregate  fees  billed  by  Malone & Bailey for assurance and related
services  that  are reasonably related to the performance of the audit or review
of  our  financial  statements  for  fiscal  year  2004  were  $0.

ALL OTHER FEES

     There  were  no  other  fees  billed  by Lopez, Blevins, Bork & Associates,
L.L.P.  or  Malone  &  Bailey  for professional services rendered, other than as
stated  under  the  captions  Audit  Fees,  Audit-Related  Fees,  and  Tax Fees.


                                       23
<PAGE>
                                   SIGNATURES

     In  accordance  with  Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this Annual report to be signed
on  its  behalf  by  the  undersigned,  thereunto  duly  authorized.

                                        Marmion Industries Corp.


Date: May 18, 2005.
                                        By /s/ Wilbert H. Marmion
                                          --------------------------------------
                                            Wilbert H. Marmion,
                                            President and Chief Executive
                                            Officer


     Pursuant  to  the  requirements  of the Securities Exchange Act of 1934, as
amended,  this  Annual report has been signed by the following persons on behalf
of  the  registrant  and  in  the  capacities  and  on  the  dates  indicated.


      Signature                         Title                       Date
----------------------  -------------------------------------  --------------

/s/ Wilbert H. Marmion  President and Chief Executive Officer    May 18, 2005
----------------------              and Director
  Wilbert H. Marmion

    /s/ Ellen Raidl              Secretary, Director             May 18, 2005
----------------------              and Treasurer
      Ellen Raidl

   /s/ John Royston          Vice president and director         May 18, 2005
----------------------
     John Royston


                                       24
<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
  Marmion Industries Corp.
  Houston, Texas

We have audited the accompanying balance sheet of Marmion Industries Corp. as of
December  31,  2004  and  the  related  statements  of operations, stockholders'
deficit,  and  cash flows for each of the two years then ended.  These financial
statements are the responsibility of Marmion Industries Corp.'s management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We  conducted  our audits in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  Those standards require that we
plan  and  perform  the  audit  to obtain reasonable assurance about whether the
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An  audit  also  includes  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial statement presentation.  We believe that our
audits  provide  a  reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material respects, the financial position of Marmion Industries Corp. as of
December  31, 2004 and the results of its operations and its cash flows for each
of  the two years then ended, in conformity with accounting principles generally
accepted  in  the  United  States  of  America.

As  discussed  in  Note  2  to the financial statements, the Company's recurring
losses  from  operations  and the need to raise additional financing in order to
satisfy  its  vendors  and  other  creditors and execute its Business Plan raise
substantial  doubt  about  its  ability  to  continue  as  a  going  concern.
Management's  plans  as to these matters are also described in Note 2.  The 2004
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.


Lopez, Blevins, Bork & Associates, LLP
Houston, Texas

March 28, 2005


<PAGE>
<TABLE>
<CAPTION>
                            MARMION INDUSTRIES CORP.
                                  BALANCE SHEET
                                DECEMBER 31, 2004


                                     ASSETS
<S>                                                                          <C>
Current assets
  Cash                                                                       $    25,592
  Accounts receivable, net of allowance for doubtful accounts of $3,007          140,176
  Inventory                                                                      121,911
                                                                             ------------
    Total current assets                                                         287,679

Property and equipment, net of $98,808 accumulated depreciation                   95,201
                                                                             ------------

    TOTAL ASSETS                                                             $   382,880
                                                                             ============

                      LIABILITIES AND STOCKHOLDER'S DEFICIT

Current liabilities
  Accounts payable                                                           $   348,247
  Accrued expenses                                                                45,236
  Accrued salaries - officers                                                    344,592
  Advances - stockholder                                                         257,628
  Notes payable - related party                                                  275,000
  Current maturities of notes payable                                             16,207
                                                                             ------------
    Total current liabilities                                                  1,286,910

Notes payable, net of current maturities                                          29,484
                                                                             ------------

    TOTAL LIABILITIES                                                          1,316,394
                                                                             ------------

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
  Common stock, $.001 par value, 3,000,000,000 shares authorized,
    322,978,343 shares issued and outstanding                                    322,978
  Additional paid in capital                                                   2,570,538
  Retained earnings                                                           (3,836,780)
                                                                             ------------
    Total Stockholders' Deficit                                                 (933,514)
                                                                             ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                  $   382,880
                                                                             ============
</TABLE>

                 See accompanying summary of accounting policies
                       and notes to financial statements.


<PAGE>
<TABLE>
<CAPTION>
                            MARMION INDUSTRIES CORP.
                            STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


                                          2004           2003
                                      -------------  ------------
<S>                                   <C>            <C>
Revenues                              $  1,090,404   $   880,043

Cost of sales                              800,126       587,803
                                      -------------  ------------

Gross profit                               290,278       292,240
                                      -------------  ------------

Costs and expenses
  Salaries and employee benefits         1,591,089       389,988
  General and administrative             1,799,940       248,027
                                      -------------  ------------
    Total costs and expenses             3,391,029       638,015
                                      -------------  ------------

Net loss                              $ (3,100,751)  $  (345,775)
                                      =============  ============

Net loss per share                    $       (.02)  $    (73.24)
                                      =============  ============

Weighted average shares outstanding:
  Basic and diluted                    170,301,952         4,721
                                      =============  ============
</TABLE>

                 See accompanying summary of accounting policies
                       and notes to financial statements.


<PAGE>
<TABLE>
<CAPTION>
                                    MARMION INDUSTRIES CORP.
                                STATEMENTS OF STOCKHOLDER'S DEFICIT
                               YEARS ENDED DECEMBER 31, 2004 AND 2003


                         Preferred stock                            Additional
                             Series A            Common Stock         Paid-In      Accumulated
                        Shares     Amount     Shares      Amount      Capital        Deficit        Total
                      ----------  --------  -----------  --------  ------------  -------------  ------------
<S>                   <C>         <C>       <C>          <C>       <C>           <C>            <C>
Balance,
  December 31, 2002
  (Restated)          2,870,000     2,870         4,721         5       (1,875)      (390,254)     (389,256)

Net loss                      -         -             -         -            -       (345,775)     (345,775)
                      ----------  --------  -----------  --------  ------------  -------------  ------------

Balance,
  December 31, 2003
  (Restated)          2,870,000     2,870         4,721         5       (1,875)      (736,029)     (735,031)

Recapitalization              -         -        62,209        62        4,415              -         4,477

Stock issued for
  services                    -         -   136,534,000   136,534      682,466              -       819,000

Options exercised             -         -   176,377,500   176,377    1,440,435              -     1,616,812

Intrinsic value of
  options issued to
  employees                   -         -             -         -      273,746              -       273,746

Preferred shares
  issued as
  compensation        7,130,000     7,130             -         -      181,102              -       188,232

Conversion of
  preferred shares     (250,000)     (250)   10,000,000    10,000       (9,750)             -             -

Net loss                      -         -             -         -            -     (3,100,751)   (3,100,751)
                      ----------  --------  -----------  --------  ------------  -------------  ------------

Balance,
  December 31, 2004   9,750,000   $ 9,750   322,978,340  $322,978  $ 2,570,538   $ (3,836,780)  $  (933,514)
                      ==========  ========  ===========  ========  ============  =============  ============
</TABLE>

                 See accompanying summary of accounting policies
                       and notes to financial statements.


<PAGE>
<TABLE>
<CAPTION>
                            MARMION INDUSTRIES CORP.
                            STATEMENTS OF CASH FLOWS
                      YEAR ENDED DECEMBER 31, 2004 AND 2003


                                                         2004          2003
                                                     ------------  ------------
<S>                                                  <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                           $(3,100,751)  $  (345,775)
  Adjustments to reconcile net loss to cash used in
    operating activities:
      Depreciation and amortization                       31,524        36,192
      Loss on disposition of asset                             -         4,945
      Common stock issued for services                   819,000             -
      Preferred stock issued for services                188,232             -
      Stock Options                                      273,746             -
        Changes in assets and liabilities:
          Accounts receivable                             10,322       (58,963)
          Inventory                                     (121,911)            -
          Accounts payable                                38,108        50,250
          Accrued expenses                               236,251        18,024
          Accrued salaries - officers                          -       134,592
                                                     ------------  ------------

CASH FLOWS USED IN OPERATING ACTIVITIES               (1,625,479)     (160,735)
                                                     ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds on disposition of property and equipment            -        20,421
  Recapitalization                                         4,477             -
  Capital expenditures                                    (3,467)      (96,882)
                                                     ------------  ------------

CASH FLOWS USED IN INVESTING ACTIVITIES                    1,010       (76,461)
                                                     ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds of exercise of common stock options         1,616,812             -
  Advances - stockholder, net                            (60,174)       66,879
  Proceeds from notes payable - related party            255,000       245,000
  Repayment from notes payable - related party          (225,000)
  Proceeds from notes payable                                  -        50,636
  Repayment of notes payable                             (15,439)      (37,299)
                                                     ------------  ------------

CASH PROVIDED BY (USED IN) FINANCING
  ACTIVITIES                                           1,571,199       325,216
                                                     ------------  ------------

NET INCREASE (DECREASE) IN CASH                          (53,270)       88,020

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

Cash, end of period                                  $    25,592   $    78,862
                                                     ============  ============

SUPPLEMENTAL DISCLOSURES
  Interest paid                                      $    30,863   $     2,949
                                                     ============  ============
  Income taxes                                       $         -   $         -
                                                     ============  ============
</TABLE>

                 See accompanying summary of accounting policies
                       and notes to financial statements.


<PAGE>
                            MARMION INDUSTRIES CORP.
                          NOTES TO FINANCIAL STATEMENTS


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

BUSINESS  AND  BASIS  OF  PRESENTATION

Nature  of  our  Business

Marmion Industries Corp. a Texas corporation d/b/a Marmion Air Service ("Marmion
Air"),  was  incorporated  on  June  8,  1995.  Marmion  Air  Service  commenced
operations  in  1998  in  residential  and commercial HVAC service.  Marmion Air
specializes  in explosion-proof heating, ventilation, cooling pressurization and
chemical  filtration  solutions  for  mission-critical  applications.

Basis  of  Accounting

Marmion  Air  maintains  its  accounts  on  the  accrual method of accounting in
accordance with accounting principles generally accepted in the United States of
America.

Use  of  Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted  in the United States of America requires management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  at the date of the balance sheet.  Actual results could differ from
those  estimates.

Allowance  for  Doubtful  Accounts

Earnings  are  charged with a provision for doubtful accounts based on a current
review  of collectibility of accounts receivable.  Accounts deemed uncollectible
are  applied  against  the  allowance  for  doubtful  accounts.

Property  and  Equipment

Property  and equipment are stated at cost less accumulated depreciation.  Major
renewals  and  improvements are capitalized; minor replacements, maintenance and
repairs are charged to current operations.  Depreciation is computed by applying
the  straight-line  method  over  the estimated useful lives which are generally
three  to  seven  years.

Long  Lived  Assets

The  Company  reviews for the impairment of long-lived assets whenever events or
changes  in  circumstances indicate that the carrying amount of an asset may not
be  recoverable.  An  impairment  loss would be recognized when estimated future
cash  flows  expected  to  result  from


<PAGE>
the  use  of  the  asset and its eventual disposition are less than its carrying
amount.  The  Company  has  not  identified  any  such  impairment  losses.

Revenue  Recognition

Marmion  Air  recognizes  revenue  when  persuasive  evidence  of an arrangement
exists,  delivery  has  occurred,  the  sales price is fixed or determinable and
collectibility  is  probable.  These  criteria  are  generally  met  at the time
product  is  shipped or services are performed.  Shipping and handling costs are
included  in  cost  of  goods  sold.

Marmion  Air  maintains  allowances  for  doubtful  accounts on all its accounts
receivable  for  estimated  losses resulting from the inability of its customers
and  others  to  make  required payments.  If the financial condition of Marmion
Air's  customers  and  others were to deteriorate, resulting in an impairment of
their  ability  to  make  payments,  additional allowances may be required.  The
allowance  for  doubtful  accounts  at December 31, 2004 was $3,007.  Management
considers  this  allowance  adequate  to  cover  probable  future  losses due to
uncollectible  trade  receivables.

We  extend  a one year parts warranty on all equipment manufactured and one year
parts and labor warranty on all equipment manufactured and in service within one
hundred  miles of our facility.  Any returns are accepted within 30 days of sale
with  a  35%  restock  fee.

Fair  Value  of  Financial  Instruments

The  Company's  financial  instruments  consist  of  cash and debt. The carrying
amount  of  these  financial  instruments  approximates fair value due either to
length  of  maturity  or interest rates that approximate prevailing market rates
unless  otherwise  disclosed  in  these  consolidated  financial  statements.

Income  Taxes

Income taxes are computed using the asset and liability method.  Under the asset
and  liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A  valuation  allowance  is provided for the amount of deferred tax assets that,
based  on  available  evidence,  are  not  expected  to  be  realized.

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 Industries granted 176,377,500 options to purchase common
stock  to  employees  in  the  year  ending December 31, 2004.  All options vest
immediately, have an exercise price of 85 percent of market value on the date of
grant  and  expire 10 years from the date of grant.  Marmion Industries recorded
compensation  expense  of  $273,746  under the intrinsic value method during the
year  ended  December  31,  2004.


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

<TABLE>
<CAPTION>
                                                      Year Ended
                                                     December 31,
                                                 2004            2003
                                            --------------  --------------
<S>                                         <C>             <C>
Net loss available to common stockholders,
  as reported                               $  (3,100,571)  $    (345,775)
Add: stock based compensation
  determined under intrinsic value
  based method                                    273,746               -
Less:  stock based compensation
  determined under fair value
  based method                                 (1,659,770)              -
                                            --------------  --------------

  Pro forma net loss                        $  (4,486,595)  $    (345,775)
                                            ==============  ==============

  Basic and diluted net income
    (loss) per share:
      As reported                           $       (0.02)  $       (0.11)
                                            ==============  ==============
      Pro forma                             $       (0.03)  $       (0.11)
                                            ==============  ==============
</TABLE>

The  fair  value  of each option granted is estimated on the date of grant using
the  Black-Scholes  option-pricing  model  with  the  following weighted average
assumptions:  dividend yield $0, expected volatility of 287%, risk-free interest
rate  of  1.5%,  and  expected  lives  of  10  years.

Recent  Accounting  Pronouncements

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. Although the Company is in the process
of evaluating the impact of applying the various provisions of SFAS No. 123R, we
expect  that  this  statement  will  have  a material impact on our consolidated
results  of  operations.


<PAGE>
NOTE  2  -  GOING  CONCERN

Marmion  Air  has  incurred losses totaling $3,100,751 through December 31, 2004
and  has  a working capital deficit of $1,028,715 at December 31, 2004.  Because
of  these  conditions,  Marmion  Air  will require additional working capital to
develop  business  operations.  Marmion  Air intends to raise additional working
capital  either  through  private  placements,  public  offerings  and/or  bank
financing.

There  are  no  assurances  that  Marmion Air will be able to achieve a level of
revenues  adequate  to  generate  sufficient cash flow from operations or obtain
additional  financing  through  private placements, public offerings and/or bank
financing  necessary  to support Marmion Air's working capital requirements.  To
the  extent  that  funds generated from any private placements, public offerings
and/or  bank  financing  are  insufficient,  Marmion  Air  will  have  to  raise
additional working capital.  No assurance can be given that additional financing
will  be available, or if available, will be on terms acceptable to Marmion Air.
If  adequate  working  capital is not available Marmion Air may not increase its
operations.

These conditions raise substantial doubt about Marmion Air's ability to continue
as  a  going  concern.  The  financial statements do not include any adjustments
relating  to  the recoverability and classification of asset carrying amounts or
the  amount  and  classification  of  liabilities that might be necessary should
Marmion  Air  be  unable  to  continue  as  a  going  concern.


NOTE  3  -  REVERSE  MERGER

On  May  20, 2004, Wilbert H. Marmion, the President and Chief Executive Officer
of  Marmion  Industries  Corporation  (formerly  International Trust & Financial
Systems,  Inc.)  contributed  all  of  his  shares  of  common  stock in Marmion
Investments,  Inc.,  a  Texas  corporation d/b/a Marmion Air Service, to Marmion
Industries  Corporation (formerly International Trust & Financial Systems, Inc.)
as a contribution to Marmion Industries Corp.'s capital.  The shares contributed
to  Marmion  Industries  Corporation  (formerly  International Trust & Financial
Systems,  Inc.)  represent  one  hundred  percent  of the issued and outstanding
shares  in  Marmion  Investments,  Inc.

For  accounting  purposes  this  transaction  was  treated  as an acquisition of
Marmion  Industries  Corporation  (formerly  International  Trust  &  Financial
Systems,  Inc.)  and  a  recapitalization  of  Marmion Investments, Inc. Marmion
Investments,  Inc.  is the accounting acquirer and the results of its operations
carry  over.  Accordingly,  the  operations  of  Marmion  Industries Corporation
(formerly  International  Trust  & Financial Systems, Inc.) are not carried over
and  will  be  adjusted  to  $0.


NOTE  4  -  PROPERTY  AND  EQUIPMENT:

Components  of  property  and  equipment,  at  December 31, 2004 are as follows:


<PAGE>
<TABLE>
<CAPTION>
<S>                             <C>
Vehicles                        $147,771
Warehouse equipment               26,882
Computers                         12,858
Furniture and fixtures             6,498
                                ---------
                                 194,009
Less: accumulated depreciation   (98,808)
                                ---------
                                $ 95,201
                                =========
</TABLE>

Depreciation  expense totaled $31,524 and $36,192 in 2004 and 2003, respectively

In  September 2003, Marmion Air received $20,421 in the disposition of a vehicle
resulting  in a loss of $4,945.  The proceeds were used to pay off the remaining
balance  of  the  note  for  the  vehicle.


NOTE  5  -  ADVANCES  -  STOCKHOLDER

Marmion Air has received net advances from its majority stockholder of $257,628.
The  advances  are unsecured and are due upon demand.  Interest is being accrued
at 10% per year.  Accrued interest for the years ended 2004 and 2003 are $21,947
and  $17,029,  respectively.


NOTE  6  -  NOTES  PAYABLE  -  RELATED  PARTY

As  of December 31, 2003, the sister in-law of the stockholder advanced $245,000
to  Marmion  Air.  The  same related party then advanced $15,000 per week though
May  12,  2004  bringing  the total cash advanced to $500,000.  Starting May 20,
2004  Marmion  Air  began re-paying the loan at a rate of $25,000 per week.  The
repayment  terms  have  been  orally  agreed to.  Interest for the loan is being
accrued as the rate of 6% per year.  Interest in 2003 is minimal due to the cash
being  advanced so late in the year.   Accrued interest for the years ended 2004
was  $22,196.  As  of  December  31, 2004 the principle balance due is $275,000.


NOTE  7  -  NOTES  PAYABLE

Marmion  Air  entered  into  two financing agreements to purchase automobiles in
2003  totaling  $35,445  and  $16,957  with  interest rates of 7.55% and 13.45%,
respectively.  Monthly payments on the vehicles are $711 and $575, respectively.
The  notes  are  secured by the vehicles.  The terms of the financing agreements
are 60 and 36 months, respectively, expiring in fiscal years 2008 and 2006.  The
balances due on these two notes are $27,833 and $12,040 as of December 31, 2004.

Marmion Air entered into a financing agreement to purchase an automobile in 2000
totaling  $19,337 with an interest rate 12.00%.  Monthly payments on the vehicle
is  $432.  The  note  is  secured  by  the  vehicle.  The  term of the financing
agreement  is  60 months, expiring in fiscal year 2005.  The balance due on this
note  is  $5,818  as  of  December  31,  2004.


<PAGE>
Future  maturities  of  these  notes  are  as  follows:

<TABLE>
<CAPTION>
Year Ending December 31,
<S>                            <C>
          2005                 $ 16,207
          2006                   15,316
          2007                    7,648
          2008                    6,520
                               ---------
                                 45,691
Less: current portion           (16,207)
                               ---------
                               $ 29,484
                               =========
</TABLE>


NOTE  8  -  INCOME  TAXES

The Company follows Statement of Financial Accounting Standards Number 109 (SFAS
109),  "Accounting  for  Income  Taxes."  Deferred  income taxes reflect the net
effect  of  (a)  temporary  difference  between  carrying  amounts of assets and
liabilities for financial purposes and the amounts used for income tax reporting
purposes,  and  (b)  net  operating  loss  carryforwards.  No  net provision for
refundable  Federal  income  tax  has been made in the accompanying statement of
loss  because  no recoverable taxes were paid previously. Similarly, no deferred
tax  asset  attributable  to  the  net  operating  loss  carryforward  has  been
recognized,  as  it  is  not  deemed  likely  to  be  realized.

The  provision  for  refundable  Federal  income  tax consists of the following:

<TABLE>
<CAPTION>
                                                 December 31,
                                                     2004
                                                --------------
<S>                                             <C>
Refundable Federal income tax attributable to:
  Current Operations                            $     880,000
  Less, Change in valuation allowance                (880,000)
                                                --------------
Net refundable amount                           $           -
                                                ==============
</TABLE>

The  cumulative  tax  effect  at  the  expected rate of 34% of significant items
comprising  our  net  deferred  tax  amount  is  as  follows:

<TABLE>
<CAPTION>
                                        December 31,
                                            2004
                                       --------------
<S>                                    <C>
Deferred tax asset attributable to:
  Net operating loss carryover         $   1,060,000
  Less, Change in valuation allowance     (1,060,000)
                                       --------------
Net deferred tax asset                 $           -
                                       ==============
</TABLE>

At  December  31,  2004,  we  had  an  unused  net  operating  loss  carryover
approximating  $3,100,000  that is available to offset future taxable income; it
expires  beginning  in  2022.


NOTE  9  -  RESTATEMENTS  OF  PREVIOUSLY  REPORTED  FINANCIAL  STATEMENTS


<PAGE>
There  was  an  error  in  the  originally prepared December 31, 2002 financials
discovered  in  2004.  See  the notes below. A summary of the restatements is as
follows:

<TABLE>
<CAPTION>
                                                                       Increase
                                             Previously Stated         (Decrease)    Restatement
                                            -----------------------------------------------------
<S>                                         <C>                  <C>  <C>           <C>
As of December 31, 2002
Balance Sheet:
  Cash                                      $                -                      $          -
  Accounts receivable - trade,
    Net of allowance of $16,551 & $15,000               91,535                            91,535
  Other current assets                                       -                                 -
  Intangibles                                                -                                 -
  Furniture and Equipment, Net                          87,935                            87,935
                                            -------------------                     -------------

    Total assets                            $          179,470                      $    179,470
                                            ===================                     =============


  Accounts payable                          $           48,454                      $     48,454
  Accrued expenses                                      11,604                            11,604
  Accrued salaries - officers                          210,000                           210,000
  Notes payable                                         47,793                            47,793
  Advanced - stockholder                                24,230   (1)      226,645        250,875
  Common stock                                           1,000                             1,000
  Accumulated deficit                                 (163,611)  (1)     (226,645)      (390,256)
                                            -------------------                     -------------

Total liabilities and stockholders' equity  $          179,470                      $    179,470
                                            ===================                     =============
</TABLE>

     Restatement  notes:

     (1)  As  of December 31, 2002 the company was reporting for tax purposes as
          a  Subchapter S Corporation. At December 31, 2002 the Company paid Mr.
          Marmion's  personal income taxes on the profits of the company but Mr.
          Marmion did not take a distribution to himself and was due $226,645 as
          a  result.  In  the year ending December 31, 2002 the company recorded
          the  amount  as  part  of  the  Accumulated  Deficit.  The  error  was
          recognized  in  2004  and  restated  as  shown  above. The $226,645 is
          included  in  accrued  salaries  -  officers.

NOTE  10  -  COMMITMENTS

Office  Lease

Marmion  Air  leases  office facilities under an operating lease that expired on
April  30,  2004.  Rent  expense  was  $34,350  and  $35,653  for 2004 and 2003,
respectively.  Monthly  rent  is  $2,825


<PAGE>
per  month.  In  2004 Marmion Air extended the lease twelve months to now expire
April  30,  2005.  Monthly  rent  for  the  new  lease term is $2,850 per month.

Officers  Salaries

Accrued  Salaries  -  Officers  consists  of salaries to two officers under oral
agreements.  The  officers'  salaries  are  $120,000  and  $60,000  per  year.


NOTE  11  -  MAJOR  CUSTOMERS  AND  VENDORS

Major  customers  during the year ended December 31, 2004 and 2003 as shown as a
percent  of  total  revenue  were:

<TABLE>
<CAPTION>
             2004   2003
            -----  -----
<S>         <C>    <C>
Customer A    45%    31%
Customer B    24%    26%
Customer C           15%
</TABLE>

In  2004  Marmion Air purchased just over half of its goods from one vendor.  In
2003  Marmion  Air  purchased  about  72%  of  their  goods  from three vendors.


NOTE  12  -  EQUITY

In  November  2004  Marmion  Industries  approved  a change to their articles of
incorporation  bringing  the  number  of  authorized  shares  of common stock to
3,000,000,000  and  authorized  shares  of  preferred  stock  to  500,000,000.

In  November 2004, Marmion Industries declared a reverse stock split effected in
the form of one common shares for each five hundred (500) issued and outstanding
common  share of Marmion Industries common stock. Accordingly, all references 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  twelve  months  ended  December  31, 2004 Marmion Industries issued
136,534,000  shares  (post  split)  of  common stock to various consultants. The
shares  were  valued  at  $819,000.

In  July 2004, Marmion Industries issued to Wilbert Marmion, 7,130,000 Series A,
Preferred  Shares  for services, bringing the total of his Series A Preferred to
10,000,000.  These  shares  were  valued  at  $188,232 based upon an independent
appraisal.

In  November  2004,  Wilbert Marmion converted 250,000 Series A Preferred Shares
into  10,000,000  common  shares at a 40 to 1 conversion, bringing Mr. Marmion's
common  stock  to  10,004,721  shares.


<PAGE>
As of December 31, 2004 Mr. Marmion controls 56% of the votes available based on
his  stock  ownership.


NOTE  13  -  STOCK  OPTIONS

During  the  twelve months ended December 31, 2004, employees' exercised options
to  acquire  176,377,500  shares (pre split) 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  $1,616,812.

The  following  table  summarizes  stock  option  activity:

<TABLE>
<CAPTION>
<S>                                        <C>
Outstanding, January 1, 2004                           -
Granted                                      176,377,500
Canceled or expired                                    -
Exercised                                   (176,377,500)
                                           --------------
Outstanding, December 31, 2004                         -
                                           ==============
Exercisable at December 31, 2004                       -
                                           ==============
Weighted-average grant-date fair value of
  options, granted during the year         $        0.00
                                           ==============
Weighted-average remaining, years of
  contractual life                                     0
                                           ==============
</TABLE>

NOTE  14  -  SUBSEQUENT  EVENT (UNAUDITED)

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.

Effective  March  17, 2005, Marmion Industries implemented a reverse stock split
on  the  basis  of  one  common  share  for each one thousand (1,000) issued and
outstanding  common  shares.


<PAGE>