10QSB

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 September 30, 2007

 o 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 (State or other jurisdiction of incorporation or organization)	06-1588136 (I.R.S. Employer Identification No.)
9103 Emmott Road, Building 6, Suite A Houston, Texas 77040 (Address of principal executive offices)	77040 (Zip Code)

(713) 466-6585

(Issuer’s telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of November 13, 2007, the issuer had 81,147,279 shares of its common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes o No x 

  

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
MARMION INDUSTRIES CORPORATION
CONSOLIDATED BALANCE SHEET
	September 30,
	2007
	(unaudited)
Current Assets:
Cash	$	1,375,244
Accounts receivable, net of allowance for doubtful accounts of $86,960		1,498,956
Costs and estimated earnings in excess of billings on uncompleted contracts		112,010
Inventory		422,911
Prepaid Insurance		15,378
Employee advances		250
Total Current Assets		3,424,749
Property and equipment, net of $158,036 accumulated depreciation		388,096
Deferred financing costs		105,000
Total Assets	$	3,917,845
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts Payable	$	743,100
Accrued Expenses		48,363
Accrued Salaries - Officers		344,592
Advances - Stockholder		334,056
Current Maturities of Notes Payable		10,522
Convertible Note Payable-Current		2,008,096
Factor Payable		341,191
Billings in excess of costs and estimated earnings on uncompleted contracts		118,496
Total Current Liabilites		3,948,416
Note Payable, net of current maturities		25,644
Convertible Note Payable, net of current maturities		61,992
		4,036,052
COMMITMENTS AND CONTINGENCIES		-
STOCKHOLDER'S EQUITY (DEFICIT):
Series A preferred stock, $.001 par value, 10,00,000,000 shares designated
9,500,000 shares issued and outstanding		9,500
Series B preferred stock, $.001 par value, 30,000,000 shares designated
30,000,000 shares issued and outstanding		30,000
Common stock, $.001 par value, 500,000,000 shares authorized,
73,805,379 shares issued and outstanding		73,805
Additional paid-in capital		15,099,195
Accumulated deficit		(15,330,707	)
Total Stockholder's Equity (Deficit)		(118,207	)
Total Liabilities and Stockholder's Equity (Deficit)	$	3,917,845

See notes to consolidated financial statements.

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MARMION INDUSTRIES CORPORTATION
CONSOLIDATED STATEMENTS OF OPERATIONS
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
REVENUES	$	1,594,578		$	2,093,224		$	4,974,858		$	3,134,400
COSTS OF SALES		1,228,092			1,696,301			4,108,099			2,455,777
GROSS MARGIN		366,486			396,923			866,759			678,623
COSTS AND EXPENSES
Salaries and employee benefits		147,056			127,126			397,806			436,346
General and administrative		158,274			408,208			516,655			1,266,224
Depreciation and amortization		146,818			5,645			301,218			16,780
TOTAL COSTS AND EXPENSE		452,148			540,979			1,215,679			1,719,350
INCOME PROFIT/LOSS FROM OPERATIONS		(85,662	)		(144,056	)		(348,920	)		(1,040,727	)
OTHER INCOME:
Interest Expense		(94,632	)		(1,253,007	)		(1,950,016	)		(5,803,469	)
Other Income		36,861			135			36,861			538
NET PROFIT/LOSS	$	(143,433	)	$	(1,396,928	)	$	(2,262,075	)	$	(6,843,658	)
Net loss per share:
Basic and diluted net loss per share	$	(0.00	)	$	(0.06	)	$	(0.04	)	$	(0.48	)
Weighted average shares outstanding:
Basic and diluted		64,424,636			23,967,303			58,114,236			14,115,803
See notes to consolidated financial statements

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MARMION INDUSTRIES CORPORTATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
	Nine Months Ended
	September 30,
	2007			2006
	(unaudited)			(unaudited)
OPERATING ACTIVITIES:
Net Loss		(2,262,075	)		(6,843,658	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization		301,218			16,780
Common Stock issued for services		15,829			876,850
Common Stock issued for equity based compensation		-			5,791,637
Beneficial conversion feature		1,741,702			-
Changes in assets and liabilities:
Accounts Receivable		(276,261	)		(552,371	)
Inventory		(253,023	)		(115,187	)
Other Assets		(12,723	)		7,878
Costs and estimated earnings in excess of billings		(84,174	)		(79,657	)
Accounts Payable		(63,419	)		499,174
Accrued Expenses		(8,162	)		55,292
Billings in excess of costs and estimated savings
estimated earnings		(80,056	)		5,347
Net cash used in operating activities		(981,144	)		(337,915	)
INVESTING ACTIVITIES:
Purchase of property and equipment		(318,640	)		(7,413	)
Net cash used in investing activities		(318,640	)		(7,413	)
FINANCING ACTIVITIES
Advances, shareholder (net)		.(190,000	)		-
Proceeds from notes payable-related party		-			372,412
Repayment of loans from shareholder		-			(50,000	)
Net change in factor payable		.221,864			12,226
Net proceeds from convertible note payable		2,860,000			-
Repayments of notes payable		(7,098	)		(2,421	)
Repayments of convertible note payable		(211,523	)		-
Net cash provided by financing activities		2,673,243			332,217
NET CHANGE IN CASH		1,373,459			(13,111	)
CASH, beginning of year		1,785			22,774
CASH, end of year		1,375,244			9,663
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid		113,156			5,713
Income taxes paid		-			-
NON CASH FINANCING ACTIVITIES:
Conversion of debt to equity		99,355			76,000
Issuance of warrants with debt		940,716			-
Conversion of preferred stock		-			250
See notes to consolidated financial statements

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MARMION INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited financial statements of Marmion Industries Corp., (the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation (consisting of normal recurring accruals) have been included. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Operating results for the nine months ended September 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007. For further information, refer to the financial statements and footnotes thereto included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2006.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered from recurring losses from operations, and has a negative working capital and shareholder deficiency as of December 31, 2006 and September 30, 2007. These factors raise substantial doubt as to the Company's ability to continue as a going concern. Management expects to incur additional losses in the foreseeable future and recognizes the need to raise debt or capital to achieve their business plans. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Inventory

Finished goods are stated at the lower of cost or net realizable value using a first-in, first-out method of costing. At September 30, 2007, inventory totaling $422,911 consisted of $155,371 in finished goods and $267,540 in raw material.

NOTE 2 - RELATED PARTY TRANSACTIONS

ADVANCES - STOCKHOLDER

Marmion Air has received advances from its Series A preferred stockholder of $60,000 during the quarter ended March 31, 2007 to increase such advances outstanding to such stockholder to be $382,412 as of March 31, 2007. The advances are unsecured and are due upon demand. Interest on these new advances is being accrued at 6% per annum. Accrued interest as of March 31, 2007 for the stockholder advances is $35,251.

Marmion Air has received no advances from its Series A preferred stockholder during the quarter ended June 30, 2007. In addition, $250,000 was paid back to this preferred stockholder. This decreased such advances outstanding to such stockholder to be $132,412 as of June 30, 2007. The advances are unsecured and are due upon demand. Interest on these advances are 6% per annum. Accrued interest as of June 30, 2007 and June 30, 2006 is $38,759 and $20,452 respectively.

Marmion Air has received no advances from its Series A stockholder during the quarter ended September 30, 2007.

Accrued interest as of September 30, 2007 for the stockholder advances is $40,789.

NOTE 3 - CONVERTIBLE DEBT

At December 31, 2006, Marmion Air was indebted for total unpaid principal and accrued interest relating to convertible notes amounting to $68,668 and $26,920, respectively.

For the six months ended June 30, 2007, $68,668 in principal and $17,832 in interest had been converted to 17,300,000 shares of common stock.  As of June 30, 2007, the total unpaid principal and interest relating to these notes was $0 and $9,590, respectively.

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Total unpaid principle and interest as of September 30, 2007 relating to these notes are $0 and $9,604 respectively.

NOTE 4 - COMMON STOCK

In January through March 2007, Marmion Air issued 600,000 shares of common stock to consultants. Expense of $8,400 was recorded related to these shares.

In August 2007, Marmion entered into an agreement with a new investor relations firm in which we granted 10,000,000 shares of common stock for compensation. The value of these shares of $52,000 will be expensed accordingly.

NOTE 5 - SUBSCRIPTION AGREEMENT

On March 22, 2007, we entered into a Subscription Agreement with certain accredited investors pursuant to which they agreed to issue up to $3,000,000 of principal amount of a convertible debenture and warrants to purchase 100,000,000 shares of our common stock (the “Purchase Agreement”). The $3,000,000 issuance was recorded in 2 installments; $750,000 issued in March 2007 and $2,250,000 issued in April 2007. The convertible debenture has a 5 year term and bear interest at twelve percent (12%). Beginning on the 7^th month following issuance, we are required to make amortizing payments of principal plus interest in the amount equal to $224,375.41. If a registration statement is effective, this amount can be satisfied by conversion of the debenture. The debenture is convertible into our common stock pursuant to a “variable conversion price” equal to the lesser of $0.075 and 75% of the lowest bid price for our common stock during the 20 trading day period prior to conversion. Provided, however, upon an event of default this conversion price will be reduced to the lesser of the then current conversion price and 50% of the lowest bid price for the 15 trading days prior to conversion. In no event shall the conversion price be less than $0.001 per share. In addition, upon an event of default, the holder can exercise its right to increase the face amount of the Debenture by 10% for the first default and by 10% for each subsequent event of default. In addition, the Holder may elect to increase the face amount by 2.5% per month paid as liquidated damages The maximum amount that the face amount may be increased by holder for all defaults under the note and any other transaction document is 30%. The debenture is secured by a 1^st lien, a guaranty by our subsidiary and a pledge of 4 million shares of Mr. Marmion’s series B preferred stock

NOTE 6 - DEBENTURE

For the nine months ended September 30, 2007, with respect to that certain debenture dated March 22, 2007: (i) $12,852.19 in principal was converted into 3,295,389 shares of our common stock and (ii) a cash payment of $239,631.15 was made of which $211,523.22 reflected a reduction in principle and $28,107.93 was applied to accrued and unpaid interest.

NOTE 7 - SUBSEQUENT EVENT

In October 2007, with respect to that certain debenture dated March 22, 2007: (i) $35,785.50 in principle was converted into 5,177,600 shares of our common stock and (ii) a cash payment of $31,090.93 was made in respect of accrued and unpaid interest.

Between November 1, 2007 and November 13, 2007, with respect to that certain debenture dated March 22, 2007, $14,717.00 in principle was converted into 2,164,300 shares of our common stock .

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Management’s Plan of Operation

General

Beginning in the second quarter of 2004, we have entered the business of manufacturing and marketing of the explosion proof air conditioners, refrigeration systems, chemical filtration systems and building pressurizers. This entry was effected by Mr. Wilbert H. Marmion’s, our key officer and director, contribution to us of his controlling interest in Marmion Investments, Inc., (d/b/a Marmion Air Service), a Texas corporation. The explosion-proof market encompasses industries including: oil and gas exploration and production, chemical plants, granaries and fuel storage depots. We believe there is significant demand for these systems in any area where sensitive computer systems and analysis equipment is located. We also provide residential and commercial HVAC service in Texas, as well as specialty service to Fortune 500 clients.

Our executive offices are located at 9103 Emmott Road, Building 6, Suite A, Houston, Texas, 77040 and telephone number (713) 466-6585. We maintain a website at www.marmionair.com.

Current Business Plan

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

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

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

In November of 2004 our State of Texas Air Conditioning Contractor’s License for Marmion Air Service (TACLA019367C) was upgraded to ”A” status allows us to sell air conditioners to unlimited tonnages, as opposed to the “B” license which limited us to sell equipment up to 20 tons. In October 2005, we received our Mechanical and Sheet Metal Contractor License in the State of Louisiana (Lic. No. 44001) allowing us to perform projects in that State.

Marmion Industries Corp. began eight years ago as a HVAC company in Beaumont, Texas. We then moved to Houston to take advantage of the accessibility to a larger market in and around the Houston area. Marmion Industries Corp. has always been owned and operated by W. H. Marmion and Ellen Raidl Marmion, who are husband and wife. In the first few years we acquired an agreement with Nextel Corporation to provide service and replacement of HVAC machines across southern Texas. This enabled Marmion to grow at a rapid pace as we completed Nextel's 3-G upgrade in 2000 and generated $1.1 million in gross revenues. In early 2001 Marmion began building industrial grade machines and providing them to petrochemical customers in the Houston area. At that time Nextel began tightening their services budgets due to the low price of their stock and approached us to reduce our pricing to a rate below our cost factor. As a result, we terminated our contract with Nextel and made a strategic decision to concentrate on the Industrial markets and develop our line of explosion-proof machines as our core business. We developed and refined our product line and continued to market to a growing list of customers primarily in the Houston area. Our alliance with a major wall mount air conditioner manufacturer Marvair, a subsidiary of AHI Holding, Inc., allowed us to gain a substantial market share in the industrial market as a reseller of Marvair products to two large national building manufacturers.

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We believe that diversification is a key factor to maintain market share in the industrial and commercial markets. Accordingly, in 2004 we began making plans to open a commercial division and hired personnel to bid and supervise commercial projects. We have opened our commercial division and have successfully completed several projects for customers such as Houston Independent School District, City of Clute Texas, State of Texas Parks and Recreation. As of the date of this report, we are currently completing two projects for the Pasadena Independent School District in Pasadena, Texas and midway through two additional projects for the Houston Independent School District. Until 2003 we operated as an S corporation and in 2003 converted to C corp. in anticipation of accessing the public markets to enable us to raise capital to grow our business. Today Marmion has ten full time employees and depending on the commercial projects undertaken as many or more subcontractors to accomplish our business objectives.

One of our challenges continues to be our ability to attract and keep excellent employees to accomplish our business objectives. This challenge is highlighted due to the fact that we do not offer any type of benefits program to our employees. Cash flow has and remains a major challenge due to the fact that we are outgrowing our receivables and increasing our growth rate beyond 30 percent annually. Our customers normally pay on 45 to 60 day intervals and our suppliers bill us on 30 day terms.

We need larger facilities and equipment to increase profitability and meet increasing demand. To address these needs, we have purchase property to build a new facility and we have hired an architectural and engineering firm to design such new facility. We have received estimate drawing and are in the process of selecting building contractors. We are hoping to begin construction by the end of November or early December 2007.

We have generally outsourced 5% of our manufacturing. In November 2005, we acquired several pieces metal manufacturing equipment which has allowed us to reduce our outsourcing needs. This new equipment will allow us to take on a diversified work load, which could increase our profitability.

Our long-term plans for growth include continued expansion of our industrial base into Louisiana and abroad. We have recently started servicing the commercial market in the Houston area and have obtained the necessary licenses in Louisiana and have begun bidding on commercial projects in that area as well. We believe that, with right personnel and growth capital, we can grow our industrial and commercial division over the next two years.

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

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

Results of Operations

Basis of Presentation

The results of operations set forth below for the periods ended September 30, 2007and September 30, 2006 are those of the continuing operations of Marmion Industries Corp.

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006
Revenues	$	1,594,578		$	2,093,224		$	4,974,858		$	3,134,400
Cost of Sales		1,228,092			1,696,301			4,108,099			2,455,777
Gross Margin		366,486			396,923			866,759			678,623
Salaries and employee benefits		147,056			127,126			397,806			436,346
General and administrative		158,274			408,208			516,655			1,266,244
Depreciation and amortization		146,818			5,645			301,218			16,780
Loss from Operations	$	(85,662	)	$	(144,056	)	$	(348,920	)	$	(1,040,727	)

Comparison of the Three Months Ended September 30, 2007 and September 30, 2006

Revenues. Our revenues decreased to $1,594,578, or approximately --24%, for the three months ended September 30, 2007, from $2,093,224 for the three months ended September 30, 2006. The reason for the decrease is primarily attributable to revenue recognition of billings of our commercial projects.

Cost of Sales. Cost of sales for continued operations decreased to $1,228,092, or approximately 28%, for the three months ended September 30, 2007, from $1,696,301 for the three months ended September 30, 2006. This is attributable to better management of commercial projects in progress and the fact that two new projects were incurred within this current quarter.As a percentage of revenues, cost of sales decreased to approximately 77% of revenues for the quarter ended September 30, 2007 versus approximately 81% of revenues for the quarter ending September 30, 2006. [The decrease in cost of sales as a percentage of revenues resulted primarily due to more efficient manufacturing procedures coupled with new quality and purchasing controls.] We generated a gross margin of $366,486 with a gross profit percentage of approximately 23% for the quarter ended September 30, 2007 as compared to $396,923 with a gross profit percentage of approximately 19% for the comparable period in 2006.

Salaries and employee benefits. Salaries and employee benefits increased to $147,056, or an increase of approximately 16% for the three months ended September 30, 2007 from $127,126 for the three months ended September 30, 2006. The increase is attributable to a reduction of manpower required for current projects through more streamlined project management procedures and resource allocation.

General and administrative. General and administrative expenses decreased to $158,274, or a decrease of approximately 61%, for the three months ended September 30, 2007, from $408,208 for the three months ended September 30, 2006. This is attributable to there being no equity based compensation consultant transactions nor conversion of certain promissory notes in the three month ended September 30, 2007.

Depreciation and Amortization. Depreciation and amortization expense increased to $146,818 for the three months ended September 30, 2007, from $5,645 for the three months ended September 30, 2006. This increase is attributable to amortization of both deferred financing cost and debt discount related to that certain $3,000,000 debenture dated March 22, 2007.

Profit (Loss) from operations. We had operating loss of $85,662 for the three months ended September 30, 2007, compared to an operating loss of $144,056 for the three months ended September 30, 2006. This is due to a significant decrease in general and administrative costs during the three months ended September 30, 2007 from the three months ended September 30, 2006 including equity based compensation expenses incurred during such period.

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Comparison of the Nine Months Ended September 30, 2007 and September 30, 2006

Revenues. Our revenues increased to $4,974,858, or approximately 59%, for the nine months ended September 30, 2007, from $3,134,400 for the nine months ended September 30, 2006. The increase is primarily attributable to the award and partial completion of several large commercial projects.

Cost of Sales. Cost of sales for continued operations increased to $4,108,099, or 67%, for the nine months ended September 30, 2007, from $2,455,777 for the nine months ended September 30, 2006. This is attributable to our performance on large commercial projects which cost associated to these projects are considerably higher.As a percentage of revenues, cost of sales increased to approximately 83% of revenues for the nine month ended September 30, 2007 versus approximately 78% of revenues for the nine months ended September 30, 2006. The increase in cost of sales as a percentage of revenues resulted primarily due to new quality and purchasing controls, as well as performing more commercial projects. We generated a gross margin of $866,759 with a gross profit margin of approximately 17% for the nine months ended September 30, 2007 as compared to $678,623 with a gross profit margin of approximately 22% for the comparable period in 2006.

Salaries and employee benefits. Salaries and employee benefits decreased to $397,806, or a decrease of approximately 9% for the nine months ended September 30, 2007 from $436,346 for the nine months ended September 30, 2006. This decrease is attributable primarily to a lack of compensatory stock grants to employees in the nine months ended September 30, 2007.

General and administrative. General and administrative expenses decreased to $516,655 or a decrease of approximately 59%, for the nine months ended September 30, 2007, from $1,266,224 for the nine months ended September 30, 2006. This is attributable to there being no equity based compensation consultant transactions in the nine month period ended September 30, 2007

Depreciation and Amortization. Depreciation and amortization expense increased to $301,218 for the nine months ended September 30, 2007, from $16,780 for the nine months ended September 30, 2006. This increase is attributable to the amortization of both deferred financing cost and debt discount related to that certain $3,000,000 debenture dated March 22, 2007.

Profit from operations. We had operating loss of $348,920 for the nine months ended September 30, 2007, compared to an operating loss of $1,040,727 for the nine months ended September 30, 2006. This decrease is attributable to a significant decrease in general and administrative costs.

Liquidity and Capital Resources

We have financed our operations, acquisitions, debt service, and capital requirements through cash flows generated from operations, debt financing, and issuance of securities. Our working capital deficit at September 30, 2007, was $523,667 and at September 30, 2006 it was a deficit of $707,079. We had cash of $1,375,244 at September 30, 2007, compared to having cash of $9,663 at September 30, 2006.

Our operating activities used $981,144 for the nine months ended September 30, 2007 compared to using $337,915 in the nine months ended September 30, 2006.

Net cash flows used in investing activities was $318,640 for the nine months ended September 30, 2007, compared to $7,413 of net cash flows used in investing activities for the comparable period in 2006. These cash flows were related to the purchase of property and equipment.

Net cash flows provided by financing activities were $2,673,243 for the nine months ended September 30, 2007, compared to net cash provided by financing activities of $332,217 in the nine months ended September 30, 2006. The increase was due to our consummation of a private placement (see March 2007 Private Offering below).

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We have recently completed a financing (See March 2007 Private Offering below) through our sale of a convertible debenture and related warrants. Pursuant to such offering, we received gross proceeds of $3,000,000. We expect these proceeds to be sufficient to fund our operations through December 2007. In the event we seek to expand our operations or launch new products for sale into the marketplace, or in the event we seek to acquire a company or business or business opportunity, or in the event that our cash flows from operations are insufficient to fund our operations, working capital requirements, and debt service requirements, we would need to finance our operations through additional debt or equity financing, in the form of a private placement or a public offering, a strategic alliance, or a joint venture. Such additional financing, alliances, or joint venture opportunities might not be available to us, when and if needed, on acceptable terms or at all. If we are unable to obtain additional financing in sufficient amounts or on acceptable terms under such circumstances, our operating results and prospects could be adversely affected. In addition, any debt financings or significant capital expenditures require the written consent of our lender under the March private placement.

Our working capital is not sufficient to meet our obligations. These factors raise substantial doubt about our ability to continue as a going concern.

March 2007 Private Offering

On March 22, 2007, we entered into a Subscription Agreement with certain accredited investors pursuant to which we issued a $3,000,000 of principal amount of debenture and warrants to purchase 100,000,000 shares of our common stock (the “Purchase Agreement”). The debenture has a 5 year term and bear interest at twelve percent (12%). We are required to make “interest only” payments for the first six months following issuance. Beginning on the 7^th month following issuance, we are required to make amortizing payments of principal plus interest in the amount equal to $224,375.41. If a registration statement is effective, this amount can be satisfied by conversion of the debenture. The debenture is convertible into our common stock pursuant to a “variable conversion price” equal to the lesser of $0.075 and 75% of the lowest bid price for our common stock during the 20 trading day period prior to conversion. Provided, however, upon an event of default (as defined) this conversion price will be reduced to the lesser of the then current conversion price and 50% of the lowest bid price for the 15 trading days prior to conversion. In no event shall the conversion price be less than $0.001 per share. In addition, upon an event of default (as defined) the holder can exercise its right to increase the face amount of the Debenture by 10% for the first default and by 10% for each subsequent event of default. In addition, the Holder may elect to increase the face amount by 2.5% per month paid as liquidated damages The maximum amount that the face amount may be increased by holder for all defaults under the debenture and any other transaction document is 30%. The debenture is secured by a 1^st lien, a guaranty by our subsidiary and a pledge of 4 million shares of Mr. Marmion’s series B preferred stock

Under the terms of the debenture and the related warrants, the notes and the warrants are convertible/exercisable by any holder only to the extent that the number of shares of common stock issuable pursuant to such securities, together with the number of shares of common stock owned by such holder and its affiliates (but not including shares of common stock underlying unconverted shares of the note or unexercised portions of the warrants) would not exceed 4.99% of our then outstanding common stock as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended

Subject to certain terms and conditions set forth therein, the notes are redeemable by us at a rate of 125% of the outstanding principal amount of the notes plus interest. In addition, so long as the average daily price of our common stock is below the “initial market price” (as defined) we may prepay such monthly portion due on the outstanding notes and the investors agree that no conversions will take place during such month where this option is exercised by us.

The debenture was issued with warrants to purchase up to 100,000,000 shares of our common stock at an exercise price of $0.015 per share, subject to adjustment. To the extent that the shares of common stock underlying the warrant of not registered for resale, the warrant holder may designate a "cashless exercise option." This option entitles the warrant holders to elect to receive fewer shares of common stock without paying the cash exercise price. The number of shares to be determined by a formula based on the total number of shares to which the warrant holder is entitled, the current market value of the common stock and the applicable exercise price of the warrant.

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We recorded $140,000 deferred financing costs attributed to this transaction as of March 31, 2007, to be amortized as such debts are converted to equity or over the maturity term of such debt, whichever method is more representative of the term of such debt. In addition we recorded a beneficial conversion feature value of $1,741,702 for the below market conversion rights of such debt and another $940,716 for debt discount attributed the warrants issued. The $1,741,702 of beneficial conversion rights were expensed, currently, as such debt is convertible at the option of the holder at any time.

We received $750,000 of such debt financing in March 2007 and $2,250,000 in April 2007, before financing costs. Of the $3 million gross proceeds received in the March 2007 private placement, we paid $115,000 to as a closing fee. In addition, we incurred $25,000 in legal expenses in connection with the offering. As such, our net proceeds from the March 2007 private placement were $2,860,000 at closing.

We agreed to register the secondary offering and resale of the shares issuable upon conversion of the notes, the shares issuable upon exercise of the warrants by April 16, 2007. Such registration statement was filed on April 11, 2007

We relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of the notes and the warrants.

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.

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. The allowance for doubtful accounts at September 30, 2007 and September 30, 2006 was $86,960 and $31,367, respectively. Management considers this allowance adequate to cover probable future losses due to uncollectible trade receivables.

REVENUE RECOGNITION

The Company 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.

The Company from time to time may enter into a long term construction project, which such services may be performed over a few months. The Company records such revenues from long term contracts on a percentage of completion basis. At each report date an evaluation is made to determine if there is a loss contingency to record for such long term contracts. At September 30, 2007 there were four long term contracts outstanding. The Company recorded $112,010 and $118,496 in costs and estimated earnings in excess of billings, and billings in excess of costs and estimated earnings, respectively, at September 30, 2007 in regard to these contracts.

STOCK-BASED COMPENSATION

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

ACCOUNTING FOR INCOME TAXES

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

GOING CONCERN

The financial statements of the Company have been prepared assuming that the Company will continue as a going concern. The Company has had negative working capital for each of the least two years ended December 31, 2006 and 2005. The Company has incurred significant losses for these years and has a negative working capital position. Those conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty inIncome Taxes- aninterpretation of FASB Statement No. 109, Accounting for Income Taxes. The Statement clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements, and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. Management believes this Statement will have no impact on the financial statements of the Company once adopted.

In September 2006, the FASB issued FASB Statement No. 157. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is a relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practices. This Statement is effective for financial statements for fiscal years beginning after November 15, 2007. Earlier application is permitted provided that the reporting entity has not yet issued financial statements for that fiscal year. Management believes this Statement will have no impact on the financial statements of the Company once adopted.

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In February 2007, the FASB issued FASB Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115” (SFAS 159). This Statement provides companies with an option to measure, at specified election dates, many financial instruments and certain other items at fair value that are not currently measured at fair value. A company that adopts SFAS 159 will report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. This Statement also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. This Statement is effective for fiscal years beginning after November 15, 2007, which for us is the first quarter of fiscal 2009. We do not believe that the adoption of SFAS 159 will have a material impact on our results of operations or financial condition.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Item 3.Controls and Procedures.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.

Evaluation of Disclosure and Controls and Procedures. As of the end of the period covered by this Quarterly Report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act). Based on this evaluation, our chief executive officer and treasurer, the sole officers and directors of the Company, concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (A) accumulated and communicated to our management, including our chief executive officer and treasurer (our principal executive officer and principal financial officer) to allow timely decisions regarding required disclosure and (B) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Changes in Internal Controls Over Financial Reporting. There was no change in our internal controls, which are included within disclosure controls and procedures, during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls.

PART II - OTHER INFORMATION

Item 1.Legal Proceedings.

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

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Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.

On November 8, 2007, we issued 10,000,000 shares of common stock as a compensatory stock grant under a corporate consulting agreement. The issuance was exempt under Section 4(2) of the Securities Act of 1933, as amended.

Item 3.Defaults Upon Senior Securities.

None.

Item 4.Submission of Matters to a Vote of Security Holders.

None.

Item 5.Other Information.

On August 27, 2007, we entered into a Corporate Consulting Agreement with Outcast, Inc. pursuant to which we engaged Outcast to render consulting and advisory services including the creation and execution of a public awareness campaign. In consideration of Outcast’s services we agree to pay Outcast $120,000 in cash, in installments and 10,000,000 shares of our common stock. These shares contain piggyback registration rights.

Item 6.Exhibits.

EXHIBIT NO.  IDENTIFICATION OF EXHIBIT

3.1* Articles of Incorporation.

3.2* Articles of Amendment to the Articles of Incorporation, filed effective June 3, 2004.

3.3* Certificate of Designation establishing Series A Preferred Stock, filed effective May 25, 2004.

3.4* Articles of Merger

3.5* Certificate of Amendment to the Certificate of Designation for the Series A preferred stock, filed effective July 15, 2004.

3.6* Certificate of Amendment to the Articles of Incorporation, filed effective November 16, 2004.

3.7* Certificate of Designation establishing Series B Preferred Stock, filed effective January 26, 2005.

3.8* Certificate of Amendment to the Articles of Incorporation, filed effective January 25, 2006

3.9* Certificate of Amendment to Certificate of Designation of Class A Preferred Stock filed August 7, 2006.

3.10* Certificate of Amendment to Certificate of Designation of Class A Preferred Stock filed August 7, 2006.

3.11* Certificate of Amendment to Certificate of Incorporation filed October 5, 2006.

3.12* By-laws.

4.1* Marmion Industries Corp. Amended Employee Stock Incentive Plan for the Year 2005 No. 2

4.2* Marmion Industries Corp. Non-Employee Directors & Consultants Retainer Stock Plan for the Year 2005 No. 2

10.1* Plan and Agreement of Merger.

10.2* Purchase and Escrow Agreement.

10.3* M/S Al Dunia Contract

10.4* DT Construction Contract

10.5* Subscription Agreement dated March 22, 2007

10.6* Registration Rights Agreement dated March 22, 2007

10.7* Form of Debenture dated March 22, 2007

10.8* Security Agreement dated March 22, 2007

10.9* Form of Warrant dated March 22, 2007

10.10** Corporate Consulting Agreement dated August 27, 2007 with Outcast, Inc.

14 * Code of Ethics

21* Subsidiaries.

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31.1 ** Certification of Wilbert H. Marmion, President and Chief Executive Officer of Marmion Industries Corp., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002.

31.2 ** Certification of Ellen Raidl, Treasurer of Marmion Industries Corp., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002.

32.1 ** Certification of Wilbert H. Marmion, President and Chief Executive Officer of Marmion Industries Corp., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002.

32.2 ** Certification of Ellen Raidl, Treasurer of Marmion Industries Corp., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002.

_________

*Previously Filed

**Filed Herewith

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SIGNATURES

In accordance with the requirements of the Exchange Act, the Small business issuer caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MARMION INDUSTRIES CORP.

Dated November 14, 2007

By /s/ Wilbert H. Marmion    

Wilbert H. Marmion

President and Chief Executive Officer

EX-10.10

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Ellen Raidl, certify that:

1 I have reviewed this report on Form 10-QSB of Marmion Industries Corp.;

2 Based on my knowledge, this 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 report;

3 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the small business issuer as of, and for, the periods presented in this report;

4 The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the small business issuer and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5 The small business issuer’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize, and report financial data; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: November 14, 2007

/s/ Ellen Raidl

Ellen Raidl, Treasurer

EX-32.1

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 September 30, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Wilbert H. Marmion, President, Chief Executive Officer and Director 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: November 14, 2007

/s/ Wilbert H. Marmion     

Wilbert H. Marmion, President, Chief Executive Officer

and Director

EX-32.2

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 September 30, 2007, 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: November 14, 2007

/s/ Ellen Raidl   

Ellen Raidl, Treasurer