-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V17H2rgmPGvTZ2sLse3dRuUSkurJFkvtfdaJqtQ86jcttcSg95GkXzhiCX+N7nTy Np++S2LB9zmzfi8WkyT4+A== 0001015402-04-003557.txt : 20040823 0001015402-04-003557.hdr.sgml : 20040823 20040823151523 ACCESSION NUMBER: 0001015402-04-003557 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20040823 DATE AS OF CHANGE: 20040823 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARMION INDUSTRIES CORP CENTRAL INDEX KEY: 0001123195 STANDARD INDUSTRIAL CLASSIFICATION: STEAM & AIR CONDITIONING SUPPLY [4961] IRS NUMBER: 061588136 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-31507 FILM NUMBER: 04991729 BUSINESS ADDRESS: STREET 1: 9103 EMMOTT RD STREET 2: BUILDING 6 SUITE A CITY: HOUSTON STATE: TX ZIP: 77040 BUSINESS PHONE: 7134666585 MAIL ADDRESS: STREET 1: 9103 EMMOTT RD STREET 2: BUILDING 6 SUITE A CITY: HOUSTON STATE: TX ZIP: 77040 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL TRUST & FINANCIAL SYSTEMS INC DATE OF NAME CHANGE: 20000831 10QSB 1 doc1.txt U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2004. [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ________ COMMISSION FILE NUMBER: 000-31507 MARMION INDUSTRIES CORP. (Name of small business issuer in its charter) NEVADA 06-1588136 (State or other jurisdiction (I.R.S. of incorporation or organization) Employer Identification No.) 9103 EMMOTT ROAD, BUILDING 6, SUITE A, HOUSTON TEXAS 77040 (Address of principal executive offices) (Zip Code) (713) 466-6585 (Issuer's telephone number) INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. (Former name, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of June 30, 2004, the issuer had 49,214,901 shares of its common stock issued and outstanding. Transitional Small Business Disclosure Format (check one): Yes [_] No [X]
TABLE OF CONTENTS PART I - FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . 3 Item 1. Financial Statements (Unaudited) Item 2. Management's Discussion and Analysis or Plan of Operation . . . 10 Item 3. Controls and Procedures. . . . . . . . . . . . . . . . . . 11 PART II - OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . 12 Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . 12 Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . 12 Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . 12 Item 4. Submission of Matters to a Vote of Security Holders . . . 12 Item 5. Other Information . . . . . . . . . . . . . . . . . . . . 12 Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . 12 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. 14 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. 15 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. 16 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. 17
MARMION INDUSTRIES CORP (f/k/a) INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET JUNE 30, 2004 (UNAUDITED) ASSETS Current Assets Cash $ 5,557 ============ LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Accrued expenses $ 80 Accounts payable - related parties 45,585 Notes payable - shareholder 1,000 ------------ 46,665 ------------ STOCKHOLDERS' DEFICIT: Preferred stock, Series A, no par value, 10,000,000 shares authorized, 2,870,000 shares issued and outstanding 147,669 Common stock, .001 par value, 50,000,000 shares authorized, 49,214,901 shares issued and outstanding 49,215 Additional paid in capital 2,104,764 Deficit accumulated during the development stage (2,342,756) ------------ Total Stockholders' Deficit (41,108) ------------ TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 5,557 ============
F-1
MARMION INDUSTRIES CORP (f/k/a) INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS THREE MONTHS & SIX MONTHS ENDED JUNE 30, 2004 AND 2003 AND PERIOD FROM SEPTEMBER 1, 1996 (INCEPTION) THROUGH JUNE 30, 2004 (UNAUDITED) Inception Three Months Ended Six Months Ended through June 30, June 30, June 30, 2004 2003 2004 2003 2004 ------------ ------------ ------------ ------------ ------------ General and administrative $ 498,849 $ 10,877 $ 1,305,408 $ 22,681 $ 1,730,613 Development costs - - - - 466,361 Bad debt expense - - - - 150,677 Debt forgiveness - - - - (6,768) Depreciation - 468 - 937 1,873 ------------ ------------ ------------ ------------ ------------ Net loss $ (498,849) $ (11,345) $(1,305,408) $ (23,618) $(2,342,756) ============ ============ ============ ============ ============ Net loss per share: Basic and diluted $ (0.01) $ (0.00) $ (0.03) $ (0.00) ============ ============ ============ ============ Weighted average shares outstanding: Basic and diluted 41,151,714 24,392,972 37,375,962 24,389,916 ============ ============ ============ ============
F-2
MARMION INDUSTRIES CORP (f/k/a) INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 2004 AND 2003 AND PERIOD FROM SEPTEMBER 1, 1996 (INCEPTION) THROUGH JUNE 30, 2004 (UNAUDITED) Inception Six Months Ended through June 30, June 30, 2004 2003 2004 ------------ --------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net loss $(1,305,408) $(23,618) $(2,342,756) Adjustments to reconcile net deficit to cash used by operating activities: Stock issued for merger expenses - - 14,179 Debt forgiveness - (6,758) Stock issued for services 1,264,300 - 1,637,452 Impairment - - 7,473 Depreciation - 937 1,873 Changes in operating assets and liabilities: Accounts payable - 1,995 6,758 Accrued expenses 80 - 80 Accounts payable-related parties 45,585 - 45,585 ------------ --------- ------------ CASH FLOWS USED IN OPERATING ACTIVITIES 4,557 (20,686) (636,114) ------------ --------- ------------ CASH FLOWS FROM IN INVESTING ACTIVITIES Purchase of property and equipment - - (9,346) ------------ --------- ------------ CASH FLOWS FROM FINANCING ACTIVITIES Proceed from issuance of common stock - 550 650,017 Advances by officers 1,000 19,782 1,000 ------------ --------- ------------ CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 1,000 20,332 651,017 ------------ --------- ------------ NET INCREASE (DECREASE) IN CASH 5,557 (354) 5,557 Cash, beginning of period - 354 - ------------ --------- ------------ Cash, end of period $ 5,557 $ - $ 5,557 ============ ========= ============
F-3 MARMION INDUSTRIES CORP (f/k/a) INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited interim financial statements of International Trust & Financial Systems, Inc. ("International Trust") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Annual Report filed with the SEC on Form 10-KSB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2003 as reported in Form 10-KSB, have been omitted. NOTE 2 - EQUITY On January 19, 2004, a change in control occurred as the result of the acquisition of our capital stock of International Trust by Wilbert H. Marmion and Steven F. Owens. Pursuant to that certain Purchase and Escrow Agreement dated November 12, 2003, by and between International Trust 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. On January 19, 2004, Mr. Owens acquired 2,999,855 shares of our common stock. During the three months ending March 31, 2004, International Trust issued 5,179,125 shares of its common stock for services valued at $789,300. During the three months ending June 30, 2004, International Trust issued 13,750,000 shares of its common stock for services pursuant to the Employee Stock Option Plan (ESOP). The shares were valued at $475,000. NOTE 3 - SUSEQUENT EVENT In July and August of 2004 International Trust issued 61,000,000 to the Employee Stock Option Plan (ESOP). F-4 PART I - FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS. FORWARD-LOOKING INFORMATION Much of the discussion in this Item 2 is "forward looking" as that term is used in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Actual operations and results may materially differ from present plans and projections due to changes in economic conditions, new business opportunities, changed business conditions, and other developments. Other factors that could cause results to differ materially are described in our filings with the Securities and Exchange Commission. The following are factors that could cause actual results or events to differ materially from those anticipated, and include, but are not limited to general economic, financial and business conditions, changes in and compliance with governmental laws and regulations, including various state and federal environmental regulations, our ability to obtain additional financing from outside investors and/or bank and mezzanine lenders; and our ability to generate sufficient revenues to cover operating losses and position us to achieve positive cash flow. Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this Form 10-QSB to be accurate as of the date hereof. Changes may occur after that date. We will not update that information except as required by law in the normal course of its public disclosure practices. Additionally, the following discussion regarding our financial condition and results of operations should be read in conjunction with the financial statements and related notes contained in Item 1 of Part I of this Form 10-QSB, as well as the financial statements in Item 7 of Part II of our Form 10-KSB for the fiscal year ended December 31, 2003. MANAGEMENT'S PLAN OF OPERATION Prior to 2002, we were a blind pool whose sole business plan and direction was to identify and merge with an operating business. During 2002 we entered into two separate transactions to acquire operating businesses. Both acquisitions proved not to be profitable and were terminated. During 2002 and 2003, we continued our efforts to identify and merge with an operating business and entered into several agreements and transactions to accomplish that goal. We were formed in Florida on September 5, 1996 under the name Fairbanks, Inc. On April 18, 1997, we changed our name to Jet Vacation, Inc. On May 11, 1998 we changed our name to Precom Technology, Inc. On October 12, 2002 we again changed our name, this time to International Trust & Financial Systems, Inc. Although we were founded in 1996, our original business plan was capital intensive and we were unable to raise the capital necessary to implement or carry out our original plan. In accordance with Florida law, our board of directors unanimously voted on August 13, 2002 to amend our Articles of Incorporation to effect a reverse split of all outstanding shares of our common stock at an exchange ratio of one-for-two, effective as of the close of business on September 10, 2002. On January 19, 2004, a change in control occurred as the result of the acquisition of our capital stock of the Registrant by Wilbert H. Marmion and Steven F. Owens. Pursuant to that certain Purchase and Escrow Agreement dated November 12, 2003, by and between us and Wilbert H. Marmion, and J. Bennett Grocock, P.A., on January 19, 2004, Mr. Marmion acquired 2,360,430 shares of our common stock and 2,870,000 shares of our preferred stock. 2 Each of our preferred shares is convertible into 40 shares of our common stock, and each preferred share has the same voting rights as 40 shares of our common stock. All of the common and preferred shares acquired by Mr. Marmion carried a legend restricting the transfer thereof under the Securities Act of 1933, as amended. On January 19, 2004, Mr. Owens acquired 2,999,855 shares of our free-trading common stock. Additionally, with the consummation of the stock purchase transactions, Tim B. Smith and David A. Pells resigned their positions as our officers and directors. Wilbert H. Marmion was elected our sole director of the Registrant in their place and stead. On February 24, 2004, Wilbert H. Marmion, our sole director at the time, appointed Ellen Raidl and John Royston to serve as directors alongside Wilbert H. Marmion. Ms. Raidl and Mr. Royston were also elected our officers. Consequently, as of the date of this Quarterly Report, we have the following officers:
OFFICE NAME - ------------------------------------- ------------------ President and chief executive officer Wilbert H. Marmion - ------------------------------------- ------------------ Secretary and treasurer Ellen Raidl - ------------------------------------- ------------------ Vice president John Royston - ------------------------------------- ------------------
Mr. Marmion and Mrs. Raidl are married. Because we lack capital, an investment in us involves a very high degree of risk. Beginning in the second quarter of 2004, we have entered the business of manufacturing and marketing of the explosion proof air conditioners, refrigeration systems, chemical filtration systems and building pressurizers. The explosion-proof market encompasses industries including oil and gas exploration and production, chemical plants, graineries and fule storage depots. There is significant demand for these systems anywhere sensitive computer systems and analysis equipment is located. We provide residential and commercial HVAC service in Texas, as well as specialty service to Fortune 500 clients SECOND QUARTER COSTS AND CHANGES IN FINANCIAL CONDITIONS RESULTS OF OPERATIONS During the quarter ended June 30, 2004, we incurred an operating loss of $498,849 and generated no revenues. The loss consists of sales, marketing, general, and administrative expenses. LIQUIDITY AND CAPITAL RESOURCES At June 30, 2004, our current assets exceeded current liabilities in the amount of $46,665. We generated a cash flow deficit from operations of $41,108 for the three months ended June 30, 2004. Cash flow deficits from operating activities for the three months ended June 30, 2004 is primarily attributable to our net loss from operations of $498,849 adjusted primarily for common stock issued to consultants and employees for services of $1,305,408. 3 Cash flow provided from financing activities was $1,000 for the three months ended June 30, 2004. This was mainly from proceeds received from officers and employees for stock options exercised during this period. All proceeds were used for working capital. As discussed by our accountants in the audited financial statements included in Item 7 of our Annual Report on Form 10-KSB, our revenue is currently insufficient to cover our costs and expenses We anticipate raising any necessary capital from outside investors coupled with bank or mezzanine lenders. As of the date of this report, we have not entered into any negotiations with any third parties to provide such capital. While we have raised capital to meet our working capital and financing needs in the past, additional financing is required in order to meet our current and projected cash flow deficits from operations and development. By adjusting our operations and development to the level of capitalization, we believe we have sufficient capital resources to meet projected cash flow deficits through the next 12 months. However, if thereafter we are not successful in generating sufficient liquidity from operations or in raising sufficient capital resources, on terms acceptable to us, there could be a material adverse effect on our business, results of operations, liquidity and financial condition. We will continue to evaluate opportunities for corporate development. Subject to our ability to obtain adequate financing at the applicable time, we may enter into definitive agreements on one or more of those opportunities. Our independent certified public accountants have stated in their report included in our December 31, 2003 Form 10-KSB, that we have incurred operating losses in the last two years, and that we are dependent upon management's ability to develop profitable operations. These factors among others may raise substantial doubt about our ability to continue as a going concern. RECENT DEVELOPMENTS On July 12, 2004, we completed the steps necessary to effect the change in our name from "International Trust and Financial Systems, Inc." to "Marmion Industries Corp." and the change in our domicile from the State of Florida to the State of Nevada effective July 12, 2004. Our board of directors and shareholders approved the changes in name and domicile and further details are contained in our information statement, as amended, dated June 21, 2004. In order to effect a change in our domicile and name, our predecessor, International Trust and Financial Systems, Inc., was merged with and into Marmion Industries Corp., a Nevada corporation ("Marmion") on July 12, 2004, by filing the Articles of Merger with the Secretaries of State of Florida and Nevada. The merger had previously been approved by the holders of a majority of the shares of International Trust and Financial Systems, Inc. and Marmion. Following the merger the separate corporate existence of International Trust and Financial Systems, Inc. ceased and the officers and directors of International Trust and Financial Systems, Inc. became our current officers and directors. The shareholders of International Trust and Financial Systems, Inc. received one share of our common stock for every one share of the common stock of International Trust and Financial Systems, Inc. held by the common shareholders of International Trust and Financial Systems, Inc. The one share of common stock of Marmion, outstanding immediately prior to the merger, was cancelled. As a result, following the merger and the changes in name and domicile, the common shareholders of International Trust and Financial Systems, Inc. hold all of the issued and outstanding shares of our common stock. OFF-BALANCE SHEET ARRANGEMENTS We do not have any off-balance sheet arrangements. ITEM 3. CONTROLS AND PROCEDURES. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, 4 processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure. Evaluation of disclosure and controls and procedures. As of the end of the period covered by this Quarterly Report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act). Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Changes in internal controls over financial reporting. There was no change in our internal controls, which are included within disclosure controls and procedures, during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. As of the date of this report, we are not involved in any legal proceedings. ITEM 2. CHANGES IN SECURITIES. None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. On July 12, 2004, at a special shareholders' meeting, our shareholders voted in favor of resolutions to change our domicile from Florida to Nevada. The change in domicile resulted in a change in our jurisdiction of incorporation from the State of Florida to the State of Nevada, change in our name to "Marmion Industries Corp.," and also resulted in the adoption of new articles of incorporation and bylaws, which will govern us under Nevada law. The total number of votes cast in favor of the change in domicile was 117,160,430 shares of our common stock, which number exceeded the number of the outstanding shares of our common stock on the record date. ITEM 5. OTHER INFORMATION. None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits.
EXHIBIT NO. IDENTIFICATION OF EXHIBIT - ----------- ------------------------------------------------------------------------------------------- 3.1** Articles of Incorporation of International Trust & Financial Systems, Inc. 3.2** Articles of Incorporation of Marmion Industries Corp. 5 3.3** Bylaws of International Trust & Financial Systems, Inc. 3.4** Bylaws of Marmion Industries Corp. 10.1** Plan and Agreement of Merger 31.1* Certification of Wilbert H. Marmion, Chief Executive Officer of Marmion Industries Corp., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Ellen Raidl, Treasurer of Marmion Industries Corp., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Wilbert H. Marmion, Chief Executive Officer of Marmion Industries Corp., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of Ellen Raidl, Treasurer of Marmion Industries Corp., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002 _________ * Filed herewith. ** Previously filed.
(b) Reports on Form 8-K. On May 25, 2004, we filed a Current Report on Form 8-K, reporting the contribution by Wilbert H. Marmion, our President and Chief Executive Officer, all of his shares of common stock in Marmion Investments, Inc., a Texas corporation d/b/a Marmion Air Service, as a contribution our capital. It was not practicable to file the required historical financial statements or pro forma financial information of Marmion Investments, Inc. at the time of the filing of the Current Report on May 25, 2004. Accordingly, pursuant to Item 7(a)(4) of Form 8-K, we will file such financial statements under cover of Form 8-K/A as soon as practicable, but not later than the date required by applicable law. SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MARMION INDUSTRIES CORP. Dated August 23, 2004. By /s/ Wilbert H. Marmion -------------------------------------- Wilbert H. Marmion, President and Chief Executive Officer 6 EX-31.1 2 doc2.txt EXHIBIT 31.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Wilbert H. Marmion, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Marmion Industries Corp.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize, and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: August 23, 2004. /s/ Wilbert H. Marmion ------------------------------------------- Wilbert H. Marmion, Chief Executive Officer EX-31.2 3 doc3.txt EXHIBIT 31.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ellen Raidl certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Marmion Industries Corp.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize, and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: August 23, 2004. /s/ Ellen Raidl ------------------- Ellen Raidl, Treasurer EX-32.1 4 doc4.txt EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Marmion Industries Corp., a Nevada corporation (the "Company"), on Form 10-QSB for the period ended June 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Wilbert H. Marmion, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Dated: August 23, 2004. By /s/ Wilbert H. Marmion ----------------------------- Wilbert H. Marmion, Chief Executive Officer of Marmion Industries Corp. EX-32.2 5 doc5.txt EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Marmion Industries Corp., a Nevada corporation (the "Company"), on Form 10-QSB for the period ended June 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ellen Raidl, Treasurer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Dated: August 23, 2004. By /s/ Ellen Raidl ----------------------------- Ellen Raidl, Treasurer of Marmion Industries Corp. -----END PRIVACY-ENHANCED MESSAGE-----