U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                  FORM 10-QSB/A

                                 Amendment No. 1

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                  For the quarterly period ended April 30, 2006


                        Commission File Number: 2-98191-D


                                Marwich II, Ltd.
        ----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


            Colorado                                      84-0925128
-------------------------------                ---------------------------------
(State of other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)


            12773 Forest Hill Boulevard, West Palm Beach, FL   33414
           ----------------------------------------------------------
           (Address of principal executive offices including zip code)


                                 (561) 798-2907
                           --------------------------
                           (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 preceding 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___


As of May 8, 2006, the Registrant had 946,416 shares of common stock, no par
value per share, outstanding.

Transitional Small Business Disclosure Format (check one): Yes___      No_X_


<PAGE>


                                      INDEX
                                      -----

                                                                           Page
                                                                          Number
                                                                          ------

Part I.           Financial Information

         Item 1.  Financial Statements

                  Balance Sheets as of April 30, 2006
                   (unaudited) and January 31, 2006                         2

                  Statements of Operations, Three Months
                    Ended April 30, 2006 and 2005 (unaudited)               3

                  Statements of Cash Flows, Three Months
                    Ended April 30, 2006 and 2005 (unaudited)               4

                  Notes to Financial Statements                             5

         Item 2.  Management's Discussion and Analysis of
                    Financial Conditions and Results of Operations          6

         Item 3.  Controls and Procedures                                   6

Part II.  Other Information                                                 7





<PAGE>

                                Marwich II, Ltd.
                          (A Development Stage Company)
                                 BALANCE SHEETS

                                     ASSETS

                                                 April 30,     January 31,
                                                    2006           2006
                                                (Unaudited)    (See Note 1)
                                                -----------    -----------

Current Assets                                       10,794         10,794
                                                -----------    -----------
  Total Assets                                  $    10,794    $    10,794
                                                ===========    ===========



                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable, related party                     2,410          1,200
  Accrued expenses                                    2,500           --
                                                -----------    -----------
  Total Current Liabilities                           4,910          1,200
                                                -----------    -----------

Stockholders' Equity:
 Preferred stock, $.01 par value;
  1,000,000 shares authorized, none
  issued and outstanding                               --             --
 Common Stock, no par value,
  100,000,000 shares authorized
  946,416 shares issued and
  outstanding                                       333,567        333,567
 Accumulated (deficit)                             (303,567)      (303,567)
 Accumulated (deficit) during the
  development stage                                 (24,116)       (20,406)
                                                -----------    -----------
Total Stockholders' Equity                            5,884          9,594
                                                -----------    -----------

Total Liabilities and Stockholders' Equity      $    10,794    $    10,794
                                                ===========    ===========





The accompanying notes are an integral part of the financial statements.

                                       2
<PAGE>


                                Marwich II, Ltd.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                                   For the
                                                                 period from
                                                                 October 13,
                                                                2004 (date of
                                                                 development
                                        Three Months Ended      stage)through
                                     April 30,      April 30,      April 30,
                                       2006           2005           2006
                                   ------------   ------------   ------------

Revenues                           $          -   $          -   $          -
                                   ------------   ------------   ------------

Operating Expenses:
 Professional fees                        3,560          3,930         21,925
 Administrative and other                   150            997          2,191
                                   ------------   ------------   ------------
                                          3,710          4,927         24,116
                                   ------------   ------------   ------------
Net (Loss)                         $     (3,710)  $     (4,927)       (24,116)
                                   ------------   ------------   ------------

Per Share                          $        nil   $       (.01)  $       (.03)
                                   ============   ============   ============

Weighted Average Number of
 Shares Outstanding                     946,416        946,416        920,470
                                   ============   ============   ============








The accompanying notes are an integral part of the financial statements.

                                       3
<PAGE>

                               Marwich II, Ltd.
                          (A Development Stage Company)
                           STATEMENTS OF CASH FLOWS
                                (Unaudited)

                                                                  For the
                                                                period from
                                                                October 13,
                                                               2004 (date of
                                                                development
                                       Three Months Ended      stage)through
                                    April 30,      April 30,      April 30,
                                      2006           2005           2006
                                  ------------   ------------   ------------


Cash Flows from Operating
 Activities:
  Net (loss)                      $     (3,710)  $     (4,927)   $    (24,116)
  Adjustment to reconcile net
   (loss) to net cash provided
    by operating activities:
   Increase in accounts payable
    and accrued expenses                 3,710          4,927           4,910
                                  ------------   ------------    ------------
Net Cash (Used in) Operating
 Activities                               --             --           (19,206)
                                  ------------   ------------    ------------

Cash Flows from Investing
 Activities                               --             --              --
                                  ------------   ------------    ------------

Cash Flows from Financing
 Activities
  Common stock issued for cash            --             --            30,000
                                  ------------   ------------    ------------
Net cash provided by financing
 Activities                               --             --            30,000
                                  ------------   ------------    ------------

Increase in Cash                          --             --            10,794

Cash, Beginning of Period               10,794         19,931            --
                                  ------------   ------------    ------------
Cash, End of Period               $     10,794   $     19,931    $     10,794
                                  ============   ============    ============
Interest Paid                     $       --     $       --      $       --
                                  ============   ============    ============
Income Taxes Paid                 $       --     $       --      $       --
                                  ============   ============    ============




The accompanying notes are an integral part of the financial statements.

                                       4
<PAGE>

                                Marwich II, Ltd.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           April 30, 2006 (Unaudited)


(1)   Unaudited Financial Statements

The balance sheet as of April 30, 2006, the statements of operations and the
statements of cash flows for the three month periods ended April 30, 2006 and
2005, have been prepared by Marwich II, Ltd. (Company) without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures, normally included in the financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America, have been condensed or omitted as allowed by
such rules and regulations, and the Company believes that the disclosures are
adequate to make the information presented not misleading. In the opinion of
management, all adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of operations and
changes in financial position at April 30, 2006 and for all periods presented,
have been made.

It is suggested that these statements be read in conjunction with the January
31, 2006 audited financial statements and the accompanying notes included in the
Company's Annual Report on Form 10-KSB, filed with the Securities and Exchange
Commission.

(2)   Basis of Presentation - Going Concern

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles in the United States of America, which
contemplates continuation of the Company as a going concern. However, the
Company has limited working capital and no active business operations, which
raises substantial doubt about its ability to continue as a going concern.

In view of these matters, realization of certain of the assets in the
accompanying balance sheet is dependent upon continued operations of the
Company, which in turn is dependent upon the Company's ability to meet its
financial requirements, raise additional capital, and the success of its future
operations.

Management has opted to resume the filing of Securities and Exchange Commission
(SEC) reporting documentation and then to seek a business combination.
Management believes that this plan provides an opportunity for the Company to
continue as a going concern.

                                       5
<PAGE>

                                     ITEM 2

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


Marwich II, LTD., (the "registrant" or "Company") was incorporated under the
laws of the state of Colorado on August 16, 1983. The registrant was organized
to engage in the acquisition of assets and properties which management believes
has good business potential and the company acquired a number of real estate and
promissory note properties. The Company may seek to acquire a controlling
interest in such entities in contemplation of later completing an acquisition.
The Company is not limited to any operation or geographic area in seeking out
opportunities.

The Company generated no revenues during the quarter ended April 30, 2006, and
management does not anticipate any revenues until following the conclusion of a
merger or acquisition, if any, as contemplated by the Company's business plan.

The Company has no capital. The Company anticipates operational costs will be
limited until such time as significant evaluation work is undertaken regarding
prospective mergers or acquisitions.

At April 30, 2006, the Company had no material commitments for capital
expenditures.

                                     ITEM 3

                             CONTROLS AND PROCEDURES

      Marwich II, Ltd. maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in its Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms, and that
such information is accumulated and communicated to its management, including
its Chief Executive Officer and Chief Financial Officer, as appropriate, to
allow timely decisions regarding required disclosure based closely on the
definition of "disclosure controls and procedures" in Rules 13(a)-15(e) under
the Securities Exchange Act of 1934, as amended. In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

      As of the end of the period covered by this report, we carried out an
evaluation, under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based on this
evaluation, the Company's Chief Executive Officer and Chief Financial Officer
concluded that as of the end of the period covered by this report the Company's
disclosure controls and procedures are effective in timely alerting them to
material information required to be included in the Company's periodic
Securities and Exchange Commission reports.

      There has been no change in our internal control over financial reporting
during the most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.

                                       6
<PAGE>

                         PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

         None.

Item 2.  Changes in Securities

         None.

Item 3.  Defaults upon Senior Securities

         None.

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

         None.

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits.

         31.1    Certification of Chief Executive      Filed herewith
                 Officer pursuant to Section 302 of    electronically
                 the Sarbanes-Oxley Act of 2002

         31.2    Certification of Chief Financial      Filed herewith
                 Officer pursuant to Section 302 of    electronically
                 the Sarbanes-Oxley Act of 2002

         32.1    Certification of Chief Executive      Filed herewith
                 Officer pursuant to 18 U.S.C.         electronically
                 Section 1350

         32.2    Certification of Chief Financial      Filed herewith
                 Officer pursuant to 18 U.S.C.         electronically
                 Section 1350

         (b) Reports on Form 8-K.  None.

                                       7
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this quarterly report on Form
10-QSB/A, Amendment No. 1, to be signed on its behalf by the undersigned,
thereunto duly authorized.

Marwich II, Ltd.

Date: August 22, 2006

By:


 /s/ Timothy Morris
---------------------------------------------
Timothy Morris
Chief Executive Officer



By:


  /s/ William J. Maender
---------------------------------------------
William J. Maender
Chief Financial Officer, Secretary

                                       8