**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 October 31,
                2006





[
                 ]
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934
                for the transition period from _______ to
                _______





Commission
      file number: 00-51354





MARWICH
      II, LTD.


(Exact
      name of small business issuer as specified in its charter)








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




203
      N.
      LaSalle Street, Suite 2100


Chicago,
      IL 60601


(Address
      of principal executive offices)





(312)
      264
      -2682


(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 [ ]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes [X] No [ ]




Number
      of
      shares of common stock outstanding as of October 31, 2006:
      3,785,664





Transitional
      Small Business Disclosure Format: Yes [ ] No [x]





1


**MARWICH
      II, LTD.**




**FORM 10-Q****SB**




**INDEX**




**Page****SPECIAL
                NOTE REGARDING FORWARD-LOOKING STATEMENTS**
            3**PART I.
                FINANCIAL INFORMATION**
            4Item
                1.
            Financial
                Statements
            4Unaudited
                Condensed Balance Sheet as of October 31, 2006
            4Unaudited
                Condensed Statements of Operations for Three Months ended October
                31, 2006
                and 2005
            5Unaudited
                Condensed Statements of Operations for Nine Months ended October
                31, 2006
                and 2005
            6Unaudited
                Condensed Statements of Cash Flows for the Nine Months ended October
                31,
                2006 and 2005
            7Notes
                to the Unaudited Condensed Financial Statements
            8Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            10Item
                3.
            Controls
                and Procedures
            14**PART II.
                OTHER INFORMATION**
            14Item
                6.
            Exhibits
            14**SIGNATURES**
            15







2


**SPECIAL
      NOTE REGARDING FORWARD—LOOKING STATEMENTS**




On
      one or
      more occasions, we may make forward-looking statements in this Quarterly Report
      on Form 10-QSB regarding our assumptions, projections, expectations,
      targets, intentions or beliefs about future events. Words or phrases such as
      “anticipates,” “may,” “will,” “should,” “believes,” “estimates,” “expects,”
“intends,” “plans,” “predicts,” “projects,” “targets,” “will likely result,”
“will continue” or similar expressions identify forward-looking statements.
      These forward-looking statements are only our predictions and involve numerous
      assumptions, risks and uncertainties, including, but not limited to those listed
      below and those business risks and factors described elsewhere in this report
      and our other Securities and Exchange Commission filings.




Forward-looking
      statements involve risks and uncertainties which could cause actual results
      or
      outcomes to differ materially from those expressed. We caution that while we
      make such statements in good faith and believe such statements are based on
      reasonable assumptions, including without limitation, management’s examination
      of historical operating trends, data contained in records and other data
      available from third parties, we cannot assure you that our projections will
      be
      achieved.




We
      have
      attempted to identify, in context, certain of the factors that we believe may
      cause actual future experience and results to differ materially from our current
      expectation regarding the relevant matter or subject area. In addition to the
      items specifically discussed above, our business and results of operations
      are
      subject to the uncertainties described under the caption “Risk Factors” which is
      a part of the disclosure included in Item 2 of this Report entitled
“Management’s Discussion and Analysis of Financial Condition and Results of
      Operations.”




From
      time
      to time, oral or written forward-looking statements are also included in our
      reports on Forms 10-KSB, 10-QSB and 8-K, Proxy Statements on Schedule 14A,
      press releases, analyst and investor conference calls, and other communications
      released to the public. Although we believe that at the time made, the
      expectations reflected in all of these forward-looking statements are and will
      be reasonable, any or all of the forward-looking statements in this quarterly
      report on Form 10-QSB, our reports on Forms 10-KSB and 8-K, our Proxy
      Statements on Schedule 14A and any other public statements that are made by
      us may prove to be incorrect. This may occur as a result of inaccurate
      assumptions or as a consequence of known or unknown risks and uncertainties.
      Many factors discussed in this Quarterly Report on Form 10-QSB, certain of
      which are beyond our control, will be important in determining our future
      performance. Consequently, actual results may differ materially from those
      that
      might be anticipated from forward-looking statements. In light of these and
      other uncertainties, you should not regard the inclusion of a forward-looking
      statement in this Quarterly Report on Form 10-QSB or other public
      communications that we might make as a representation by us that our plans
      and
      objectives will be achieved, and you should not place undue reliance on such
      forward-looking statements.




We
      undertake no obligation to publicly update or revise any forward-looking
      statements, whether as a result of new information, future events or otherwise.
      However, your attention is directed to any further disclosures made on related
      subjects in our subsequent annual and periodic reports filed with the SEC on
      Forms 10-KSB, 10-QSB and 8-K and Proxy Statements on
      Schedule 14A.




*Unless
      the context requires otherwise, references to “we,” “us,” “our,” the “Company”
and “the Company” refer specifically to Marwich II, Ltd.*


3


**PART
      I - FINANCIAL INFORMATION**





(1)  **Item
      1 - Financial Statements**





**MARWICH
      II, LTD.**


**(a
      Development Stage Company)**


**UNAUDITED
      CONDENSED BALANCE SHEET**


**AS
      OF** **OCTOBER
      31, 2006**





2006
              
              2006Current
                  Assets
              
              $
              -
              
              $
              10,794Total
                  Assets
              
              $
              -
              
              $
              10,794**LIABILITIES
                  AND STOCKHOLDERS' EQUITY**Current
                  Liabilities:Accounts
                  payable, related parties
              
              $
              4,616
              
              $
              1,200Total
                  Current Liabilities
              
              
              4,616
              
              
              1,200Stockholders'
                  Equity:Preferred
                  stock, $.01 par value;1,000,000
                  shares authorized, noneissued
                  and outstanding
              
              
              -
              
              
              -Common
                  stock, no par value,100,000,000
                  shares authorized,3,785,464
                  shares issued andoutstanding
              
              
              333,567
              
              
              333,567Additional
                  paid in capital
              
              
              3,000
              
              
              -Accumulated
                  (deficit)
              
              
              (323,973
              )
              
              (303,567
              )Accumulated
                  (deficit) during thedevelopment
                  stage
              
              
              (17,210
              )
              
              (20,406
              )Total
                  Stockholders' Equity
              
              
              (4,616
              )
              
              9,594Total
                  Liabilities and Stockholders' Equity
              
              $
              -
              
              $
              10,794






*The
      accompanying notes are an integral part of the unaudited condensed consolidated
      financial statements*








4


**MARWICH
      II, LTD.**


**(a
      Development Stage Company)**


**UNAUDITED
      CONDENSED STATEMENTS OF OPERATIONS**


**FOR
      THE THREE MONTHS ENDED OCTOBER 31, 2006 AND 2005**





Three
                  months endedOctober
                  31,
              
              October
                  31,2006
              
              2005Revenues
              
              $
              -
              
              $
              -Operating
                  expenses:Professional
                  fees
              
              
              -
              
              
              300Administrative
                  and other
              
              
              4,616
              
              
              3104,616
              
              
              610Net
                  (loss)
              
              $
              (4,616
              )
              $
              (610
              )Per
                  share
              
              $
              (0.00
              )
              $
              (0.00
              )Weighted
                  average number of shares outstanding
              
              
              3,785,664
              
              
              946,416




*The
      accompanying notes are an integral part of the unaudited condensed financial
      statements*









5


**MARWICH
      II, LTD.**


**(a
      Development Stage Company)**


**UNAUDITED
      CONDENSED STATEMENTS OF OPERATIONS**


**FOR
      THE NINE MONTHS ENDED OCTOBER 31, 2006 AND 2005**




For
                  the period fromOctober
                  13, 2004(date
                  of developmentNine
                  months ended
              
              stage
                  inception) throughOctober
                  31,
              
              October
                  31,
              
              October
                  31,2006
              
              2005
              
              2006Revenues
              
              $
              -
              
              $
              -
              
              $
              -Operating
                  expenses:Professional
                  fees
              
              
              9,760
              
              
              7,020
              
              
              28,125Administrative
                  and other
              
              
              7,450
              
              
              1,307
              
              
              9,49117,210
              
              
              8,327
              
              
              37,616Net
                  (loss)
              
              $
              (17,210
              )
              $
              (8,327
              )
              $
              (37,616
              )Per
                  share
              
              $
              (0.00
              )
              $
              (0.01
              )
              $
              (0.02
              )Weighted
                  average number of shares outstanding
              
              
              3,785,664
              
              
              946,416
              
              
              1,961,866




*The
      accompanying notes are an integral part of the unaudited* ****** *condensed
      financial statements*






6




**MARWICH
      II, LTD.**


**UNAUDITED
      CONDENSED STATEMENTS OF CASH FLOWS**


**FOR
      THE NINE MONTHS ENDED OCTOBER 31, 2006 AND 2005**





For
                  the period fromOctober
                  13, 2004(date
                  of developmentNine
                  months ended
              
              stage
                  inception) throughOctober
                  31,
              
              October
                  31,
              
              October
                  31,2006
              
              2005
              
              2006Cash
                  Flows from OperatingActivities:Net
                  (loss)
              
              $
              (17,210
              )
              $
              (8,327
              )
              $
              (37,616
              )Adjustments
                  to reconcile net(loss)
                  to net cash used byoperating
                  activities:Increase
                  (decrease) in accounts payable
              
              
              3,416
              
              
              (38
              )
              
              4,616Net
                  cash used by operating activities
              
              
              (13,794
              )
              
              (8,365
              )
              
              (33,000
              )Cash
                  flows from investing activities
              
              
              -
              
              
              -
              
              
              -Cash
                  flows from financing activitiesCommon
                  stock issued for cash
              
              
              -
              
              
              -
              
              
              30,000Additional
                  paid in capital
              
              
              3,000
              
              
              -
              
              
              3,000Net
                  cash provided by financing activities
              
              
              3,000
              
              
              -
              
              
              33,000Increase
                  (decrease) in cash
              
              
              (10,794
              )
              
              (8,365
              )
              
              -Cash,
                  Beginning of period
              
              
              10,794
              
              
              19,931
              
              
              -Cash,
                  End of period
              
              $
              -
              
              $
              11,566
              
              $
              -Interest
                  paid
              
              $
              -
              
              $
              -
              
              $
              -Income
                  taxes paid
              
              $
              -
              
              $
              -
              
              $
              -




*The
      accompanying notes are an integral part of these* ****** *unaudited
      condensed financial statements*





7





**MARWICH
      II, LTD.**


**(a
      Development Stage Company)**


**NOTES
      TO UNAUDITED CONDENSED FINANCIAL STATEMENTS**





**(1)   
      Unaudited Financial Statements**





The
      balance sheet as of October 31, 2006, the statements of operations and the
      statements of cash flows for the three and nine month periods ended October
      31,
      2006 and 2005, have been prepared by Marwich II, Ltd. (the “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 October 31, 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.





On
      June
      23, 2006 American Ethanol, Inc. (“American”) acquired approximately 88.3% of the
      outstanding common stock of the Company from three principal shareholders and
      directors of the Company for $675,000. In connection with this transaction,
      the
      three directors of the Company resigned from the board and two members of
      American’s management, Timothy Morris, its Chief Executive Officer, and William
      Maender, its Chief Financial Officer, were named to the Company’s Board of
      Directors.





Effective
      as of June 23, 2006, the Company and American entered into an Agreement and
      Plan
      of Merger (the “Merger Agreement”), pursuant to which (i) American has agreed to
      merge with and into the Company, with the Company being the surviving company
      and (ii) effective upon the Merger, the Company will change its name to American
      Ethanol, Inc. Pursuant to the Merger, (i) each issued and outstanding share
      of
      American Common Stock (including Common Stock issued upon conversion of American
      Series A Preferred Stock, which will automatically convert into Common Stock
      immediately prior to the closing of the Merger) will be converted into the
      right
      to receive one share of Common Stock of the Company, and (ii) each issued and
      outstanding warrant and option exercisable for common stock of American will
      be
      assumed and converted into a warrant or option exercisable for common stock
      of
      the Company. The exercise prices and other terms of the outstanding warrants
      and
      options will remain unchanged. Subsequent to the Merger Agreement, American
      issued 1,235,996 shares of Series B Preferred Stock. The Company expects to
      issue one share of its Series B Preferred Stock in exchange for each issued
      and
      outstanding share of American Series B Preferred Stock.





Prior
      to
      the consummation of the Merger, the Company intends to adopt a new management
      and employee incentive equity/stock option plan pursuant to which the Company
      will be entitled to grant options to purchase shares of its common stock.





The
      Company currently has 3,785,664 shares of common stock issued and outstanding,
      of which American owns 3,343,200 shares (or 88.3%). Assuming no shareholder
      of
      either American or the Company elects dissenters' rights and that the
      capitalization of either company does not change prior to the closing of the
      Merger, in the Merger (i) all of the shares of the Company held by American
      will
      be cancelled, and (ii) the Company will issue to the shareholders of American
      in
      the aggregate (a) approximately 84.7 million shares of common stock in exchange
      for all the currently issued and outstanding shares of American common stock
      (including common stock issued upon conversion of the American Series A
      Preferred Stock, which will automatically convert into common stock immediately
      prior to the closing of the Merger) and the Company will assume warrants and
      options exercisable for an additional 1,090,000 shares of common stock and
      issue
      1,235,996 shares of Series B Preferred. As a result, immediately following
      the
      Merger, on a fully-diluted basis the Company will have approximately 88.4
      million shares of common stock outstanding. After the Merger, the original
      shareholders of the Company will hold less than 0.5% of the issued and
      outstanding shares of the Company’s common stock on a fully diluted basis.





8


The
      Merger Agreement has been approved by the boards of directors of each of the
      Company and American and must be submitted to the shareholders of each of
      American and the Company for their approval. American currently owns 88.3%
      of
      the outstanding voting shares of the Company, a sufficient number to ensure
      approval of the Merger. However, the Merger closing is still subject to the
      satisfaction of the normal closing conditions in transactions of this kind,
      and
      the SEC must still approve the form and content of the proxy or information
      statement to be mailed by the Company to its shareholders. No assurance can
      be
      given that the Merger will be consummated, or if consummated, that the terms
      will not change from those currently contained in the Merger
      Agreement.





In
      addition, immediately prior to the Merger, the Company currently intends to
      reincorporate from the State of Colorado to the State of Nevada.





**Effective
      Date**





The
      Merger will become effective upon the satisfaction of various conditions,
      including the approval of the Merger by the shareholders of both the Company
      and
      American.





**Conditions
      to the Merger**





The
      Company and American have each agreed to continue to operate their respective
      businesses in the ordinary course prior to the Merger. Under the Merger
      Agreement, each of American and the Company agreed to do certain things, some
      of
      which are conditions to the Merger transaction. Each company is obligated to
      (a)
      obtain all necessary approvals for various aspects of the transaction, (b)
      give
      the other access to the records and personnel to complete due diligence review,
      and (c) proceed expeditiously to undertake all actions so as to be able to
      consummate the Merger. Consummation of the Merger is also contingent upon (i)
      preparation, filing and distribution to the Company’s shareholders of a proxy or
      information statement related to the approval of the Merger by the Company’s
      shareholders, and (ii) continued quotation of the Company’s common stock on the
      OTC Bulletin Board. The representations and warranties of the parties to the
      Merger Agreement generally do not survive the closing of the Merger.





**Regulatory
      Approval**





No
      specific federal or state regulatory approvals must be obtained by the Company
      or American in order to consummate the Merger, other than general compliance
      with applicable corporation laws and state and federal securities laws and
      obtaining the SEC’s approval of the proxy or information statement if the SEC
      elects to review the proxy or information statement.





**Termination**





At
      any
      time prior to the Merger closing, notwithstanding the approval of the Merger
      Agreement by the shareholders of both the Company and American, the Merger
      Agreement may be terminated and the Merger abandoned by (i) the mutual consent
      of the boards of directors of the Company and American, (ii) by either party
      if
      the Merger is prohibited by issuance of an order, decree or ruling, or (iii)
      by
      either party if the other is in material breach of any representation, warranty,
      covenant or agreement. Neither the Company nor American presently knows of
      any
      reason why the Merger might be abandoned.





9


**Change
      of Domicile/Corporate Name**





Immediately
      prior to the Merger, the Company currently intends to reincorporate from the
      State of Colorado to the State of Nevada and upon consummation of the Merger
      change its name to American Ethanol, Inc.





**ITEM
      2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF
      OPERATIONS.**





The
      Company was incorporated under the laws of the state of Colorado on August
      16,
      1983 and was organized to engage in the acquisition of assets and properties
      which management believed had good business potential. On January 1, 1991,
      the
      Company was dissolved by administrative action of the Colorado Secretary of
      State as a result of the failure to file required documents with the State
      of
      Colorado and at that time became dormant.





Effective
      October 13, 2004, the Company filed article of reinstatement with the
      Colorado Secretary of State and over the next few months became current with
      respect to its SEC reporting requirements as a publicly traded company. The
      Company’s stated purpose was to identify, evaluate and investigate various
      companies with the intent that, if such investigation warranted, a reverse
      merger transaction be negotiated and completed pursuant to which the Company
      would acquire a target company with an operating business with the intent of
      continuing the acquired company's business as a publicly held
      entity.





The
      Company generated no revenues during the quarter ended October 31, 2006, and
      management does not anticipate that the Company will generate any revenues
      until
      the Merger is consummated.





The
      Company has no capital. The Company anticipates operational costs will be
      limited until such time as the Merger is consummated.





At
      October 31, 2006, the Company had no material commitments for capital
      expenditures.





**Merger
      with American Ethanol, Inc.**





On
      June
      23, 2006, American acquired approximately 88.3% of the Company’s outstanding
      common stock from three principal shareholders for $675,000 in cash. In
      connection with this transaction, the Company’s three directors resigned from
      the Company’s Board of Directors and two members of American’s management,
      Timothy Morris, its Chief Executive Officer, and William Maender, its Chief
      Financial Officer, were named to the Company’s Board of Directors.





Effective
      as of June 23, 2006, the Company and American entered into an Agreement and
      Plan
      of Merger pursuant to which American agreed to merge with the Company, with
      the
      Company being the surviving entity. After consummation of the Merger, the
      Company will change its name to American Ethanol, Inc. Pursuant to the Merger,
      (i) the shares of the Company’s common stock held by American will be cancelled,
      (ii) each issued and outstanding share of American common stock (including
      common stock issued upon conversion of outstanding American Series A Preferred
      Stock, which will automatically convert into common stock immediately prior
      to
      the closing of the Merger) will be converted into the right to receive one
      share
      of the Company’s common stock, and (iii) each issued and outstanding warrant and
      option exercisable for common stock of American will be assumed and converted
      into a warrant and option exercisable for the Company’s common stock. The
      exercise prices and other terms of the outstanding options and warrants will
      remain unchanged. Subsequent to the Merger Agreement, American issued 1,235,996
      shares of Series B Preferred Stock. The Company expects to issue one share
      of
      its Series B Preferred Stock in exchange for each issued and outstanding share
      of American Series B Preferred Stock.





The
      Company currently has 3,785,664 shares of common stock issued and outstanding,
      of which American owns 3,343,200 shares (or 88.3%). Assuming no shareholder
      of
      either American or the Company elects dissenters' rights and that the
      capitalization of either company does not change prior to the closing of the
      Merger, in the Merger (i) all of the shares of the Company held by American
      will
      be cancelled, and (ii) the Company will issue to the shareholders of American
      in
      the aggregate (a) approximately 84.7 million shares of common stock in exchange
      for all the currently issued and outstanding shares of American common stock
      (including common stock issued upon conversion of the American Series A
      Preferred Stock, which will automatically convert into common stock immediately
      prior to the closing of the Merger) and the Company will assume warrants and
      options exercisable for an additional 1,090,000 shares of common stock and
      issue
      1,235,996 shares of Series B Preferred. As a result, immediately following
      the
      Merger, on a fully-diluted basis the Company will have approximately 88.4
      million shares of common stock outstanding. After the Merger, the original
      shareholders of the Company will hold less than 0.5% of the issued and
      outstanding shares of the Company’s common stock on a fully diluted basis.





10


The
      Merger Agreement has been approved by the boards of directors of each of the
      Company and American and must be submitted to the shareholders of each of the
      Company and American for their approval. American currently owns 88.3% of the
      Company’s outstanding voting shares, a sufficient number to ensure approval of
      the Merger. However, the Merger closing is still subject to the satisfaction
      of
      the normal closing conditions in transactions of this kind, and the SEC must
      still approve the form and content of the proxy or information statement to
      be
      mailed by the Company to its shareholders. No assurance can be given that the
      Merger will be consummated, or if consummated, that the terms will not change
      from those currently contained in the Merger Agreement.





In
      addition, immediately prior to the Merger, the Company intends to reincorporate
      from the State of Colorado to the State of Nevada.





**ITEM
      3. CONTROLS AND PROCEDURES**





The
      Company 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.





**RISK
      FACTORS**




**Risks
      Related to the Merger with American**




*We
      may not consummate the Merger in the near future, or at all.*




It
      is our
      intention to effect the Merger; however no assurance can be given that the
      Merger will occur, or that if it does occur that it will occur in the near
      future. Under Colorado state corporate law, the Company will have to obtain
      shareholder approval for the Merger, which will require us to mail a proxy
      or
      information statement to our shareholders. As a public company, the proxy or
      information statement must be filed with the SEC before it can be mailed to
      our
      shareholders. The proxy or information statement may not be mailed to our
      shareholders until (i) ten days after it has been filed if the SEC elects not
      to
      review the proxy or information statement, or (ii) if the




11




SEC
      elects to review the proxy or information statement, until the SEC has approved
      of its use. The proxy or information statement is a lengthy document that is
      currently being prepared, but that has not yet been filed. Accordingly, it
      is
      not known when the proxy or information statement will be filed, whether the
      SEC
      will review the proxy or information statement, and if it does what effect
      the
      review will have on the timing and outcome of the Company’s shareholder meeting
      and on the Merger. If the SEC does review the proxy or information statement,
      depending on the SEC’s comments and the Company’s ability to satisfactorily
      address all of the SEC’s comments, the review process could delay the mailing of
      the proxy or information statement for a lengthy period of time, which period
      could last several months or more. In addition, the SEC’s comments may require
      that we and American make changes to the terms and structure of the Merger.
      For
      example, the SEC or certain state securities agencies may require that the
      shares issued by the Company in the Merger be registered in accordance with
      the
      Securities Act or, that additional steps be taken by either the Company or
      American before the Merger can be completed, any of which could make the Merger
      impractical or undesirable. In addition, our ability to complete the Merger,
      or
      the desirability of completing the Merger, may be affected by other regulatory
      issues related to our business, by future business conditions, by the state
      of
      the stock market, or by other events that we cannot currently predict.
      Accordingly, no assurance can be given that the Merger will occur.




*The
      Merger may fail to enhance shareholder value.*




While
      our
      goal is to maximize shareholder value, there can be no guarantees that the
      Merger will not impair shareholder value. If the Merger is effected, our
      business will be that of American. Moreover, the Merger may require us to incur
      non-recurring or other charges and may pose significant integration challenges
      and/or management and business disruptions, any of which could harm our results
      of operation and business prospects.




*There
      may be possible litigation in connection with the Merger.*




The
      Merger may also be challenged in court by various parties, including our
      existing shareholders. Our board did not seek or obtain an independent
      evaluation or opinion of the fairness of the Merger to our shareholders. Since
      American currently owns approximately 88.3% of our voting stock, and the
      officers and directors of the Company are affiliates of American, the Merger
      could be challenged on the grounds, among others, that the transaction is not
      being completed on arms’ length terms and conditions. Any such legal challenge
      to the Merger could delay the Merger or make the consummation of the Merger
      undesirable. Conversely, if the Merger is not consummated for any reason,
      including due to no fault of our own, lawsuits may be filed against us by third
      parties, for a variety of reasons, including, but not limited to, for failing
      to
      consummate the Merger. Such litigation, if it occurs, could harm our business,
      our prospects and our reputation.




*Our
      current and future shareholders will be diluted by the Merger.*




Our
      current and future shareholders will be diluted as a result of the issuance
      of
      our shares to the American shareholders in the Merger. In addition, our
      shareholders may be diluted by future issuances of shares to satisfy our working
      capital needs. We anticipate that our current shareholders will own less than
      0.5% of the outstanding shares of the combined entity, if the Merger is
      consummated under the current terms.




*There
      can be no assurance that a liquid public market for our common stock will exist
      after the Merger.*




Although
      the Company’s shares of common stock are eligible for quotation on the OTC
      Bulletin Board electronic over-the-counter trading system, a very limited number
      of shares trade on a regular basis and there may not be a significant market
      in
      such stock after the Merger. In addition, there can be no assurance that a
      regular and established market will be developed and maintained for the
      securities upon completion of the Merger. There can also be no assurance as
      to
      the strength or liquidity of any market for the Company’s common stock or the
      prices at which holders may be able to sell the shares.




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*It
      is
      likely that there will be significant volatility in the trading
      price.*




In
      the
      event that a public market for our common stock is created or maintained after
      the Merger, market prices for the common stock will be influenced by many
      factors and will be subject to significant fluctuations in response to
      variations in operating results of American and other factors. Factors that
      could affect our future stock price, and create volatility in our stock price,
      include the price and demand for ethanol, the price and availability of oil
      and
      gasoline, the political situation in the Middle East, U.S. energy policies,
      federal and state regulatory changes that affect the price of ethanol, the
      existence or discontinuation of legislative incentives for renewable fuels,
      the
      trading price of the stock of our competitors, investor perceptions of American,
      interest rates, general economic conditions and those specific to the industry,
      developments with regard to American’s operations and activities, our future
      financial condition, and changes in our management.




*Risks
      relating to low priced stocks.*




Although
      the Company’s common stock currently is quoted and traded on the OTC Bulletin
      Board, the price at which the stock will trade after the consummation of the
      Merger cannot currently be estimated. If the Company’s common stock trades below
      $5.00 per share, trading in the common stock may be subject to the requirements
      of certain rules promulgated under the Exchange Act of 1934, as amended (the
      “Exchange Act”), which require additional disclosure by broker-dealers in
      connection with any trades involving a stock defined as a penny stock
      (generally, any non-Nasdaq equity security that has a market price share of
      less
      than $5.00 per share, subject to certain exceptions) and a two business day
      “cooling off period” before broker and dealers can effect transactions in penny
      stocks. For these types of transactions, the broker-dealer must make a special
      suitability determination for the purchaser and have received the purchaser’s
      written consent to the transaction prior to the sale. The broker-dealer also
      must disclose the commissions payable to the broker-dealer, current bid and
      offer quotations for the penny stock and, if the broker-dealer is the sole
      market-maker, the broker-dealer must disclose this fact and the broker-dealer’s
      presumed control over the market. These, and the other burdens imposed upon
      broker-dealers by the penny stock requirements, could discourage broker-dealers
      from effecting transactions in the common stock which could severely limit
      the
      market liquidity of the common stock and the ability of holders of the common
      stock to sell it.




13


**PART
      II - OTHER INFORMATION**




**Item
      6.**  **Exhibits**





31.1
            Certifications
                pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange
                Act
                of 1934, as amended, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.





31.2
            Certifications
                pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange
                Act
                of 1934, as amended, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.





32.1
            Certifications
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002.





32.2
            Certifications
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002.





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**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      Report on Form 10-QSB to be signed on its behalf by the undersigned, thereunto
      duly authorized.





MARWICH
                II, LTD.(Registrant)Date:
                November 27, 2006
            By:
            /s/
                William J.
                MaenderChief
                Financial Officer(Principal
                Financial and Accounting Officer)








15