**U.S.
      Securities and Exchange Commission**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**





xQUARTERLY
      REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for
      the
      quarterly period ended April 30, 2007




oTRANSITION
      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
            84-0925
                128(State
                or other jurisdiction of
              incorporation
                or organization)
            (IRS
                Employer identification No.)




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 o




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




Number
      of
      shares of common stock outstanding as of April 30, 2007: 3,785,664




Transitional
      Small Business Disclosure Format: Yes o No x










**MARWICH
      II, LTD.**


**FORM
      10-QSB**


**INDEX**




**Page****SPECIAL
                NOTE REGARDING FORWARD-LOOKING STATEMENTS**
            3**PART
                I. FINANCIAL INFORMATION**
            4Item
                1.
            Financial
                Statements
            4Balance
                Sheets as of April 30, 2007 (unaudited) and January 31,
                2007
            4Unaudited
                Statements of Operations for Three Months ended April 30, 2007 and
                2006
            5Unaudited
                Statements of Cash Flows for the Three Months ended April 30, 2007
                and
                2006
            7Notes
                to the Unaudited 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.**
 **BALANCE
        SHEETS**
 as
        of
        April 30, 2007 and January 31, 2007
  **ASSETS**April
                  30,
              
              January
                  31,2007
              
              2007(unaudited)Current
                  Assets
              
              $
              -Total
                  Assets
              
              $
              -
              
              $
              -**LIABILITIES
                  AND STOCKHOLDERS' EQUITY**Current
                  Liabilities:Accounts
                  payable, related parties
              
              $
              104,236
              
              $
              91,189Total
                  Current Liabilities
              
              
              104,236
              
              
              91,189Stockholders'
                  Equity:Preferred
                  stock, $.01 par value;1,000,000
                  shares authorized, noneissued
                  and outstanding
              
              
              -
              
              
              -Common
                  stock, no par value,100,000,000
                  shares authorized,3,785,664
                  shares issued andoutstanding
              
              
              333,567
              
              
              333,567Additional
                  paid in capital
              
              
              3,000
              
              
              3,000Accumulated
                  (deficit)
              
              
              (440,803
              )
              
              (427,756
              )Current
                  year (deficit)(104,236
              )
              
              (91,189
              )Total
                  Liabilities and Stockholders' Equity
              
              $
              (0
              )
              $
              (0
              )
  The
        accompanying notes are an integral part of the financial
        statements.
 4
 **Marwich
        II, Ltd.**
 **STATEMENTS
        OF OPERATIONS**
 For
        the
        three months ended April 30, 2007 and 2006
  (unaudited)
  Three
                  months endedApril
                  30,
              
              April
                  30,2007
              
              2006Revenues
              
              $
              -
              
              $
              -Operating
                  expenses:Professional
                  fees
              
              
              13,047
              
              
              3,560Administrative
                  and other
              
              
              -
              
              
              15013,047
              
              
              3,710Net
                  (loss)
              
              $
              (13,047
              )
              $
              (3,710
              )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 financial
        statements.
 5
 **Marwich
        II, Ltd.**
 **STATEMENTS
        OF CASH FLOWS**
 For
        the
        three months ended April 30, 2007 and 2006
  (unaudited)
  Three
                  months endedApril
                  30,
              
              April
                  30,2007
              
              2006**Cash
                  Flows from Operating****Activities:**Net
                  (loss)
              
              $
              (13,047
              )
              $
              (3,710
              )Adjustments
                  to reconcile net(loss)
                  to net cash used byoperating
                  activities:Increase
                  in accounts payable
              
              
              13,047
              
              
              3,710Net
                  cash used by operating activities
              
              
              -
              
              
              -**Cash
                  flows from investing activities**
              
              
              -
              
              
              -**Cash
                  flows from financing activities**
              
              
              -
              
              
              -Increase
                  (decrease) in cash
              
              
              -
              
              
              -Cash,
                  Beginning of period
              
              
              -
              
              
              10,794Cash,
                  End of period
              
              $
              -
              
              $
              10,794


The
        accompanying notes are an integral part of the financial
        statements.
 6


**MARWICH
      II, LTD.**


**NOTES
      TO UNAUDITED FINANCIAL STATEMENTS**


**(1)**  **Unaudited
      Financial Statements**




The
      balance sheet as of April 30, 2007, the statements of operations and the
      statements of cash flows for the three months ended April 30, 2007 and 2006,
      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 April 30, 2007 and for all periods presented,
      have been made.




It
      is
      suggested that these statements be read in conjunction with the January 31,
      2007
      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 - Ability to continue as a Going Concern**




Marwich
      II, Ltd. (the "registrant" or "Company") was incorporated under the laws of
      the
      state of Colorado on August 16, 1983.




The
      Company ceased active business operations and was administratively dissolved
      by
      the Colorado Secretary of State effective January 1, 1991. The Company was
      reinstated by the Colorado Secretary of State effective October 13,
      2004.




The
      Company has an authorized capitalization of 100,000,000 shares of common stock,
      no par value per share and 1,000,000 shares of preferred stock, $.01 par
      value per share. On June 2, 2006, the Company effected a three-for-one common
      stock dividend on the Company's common stock. All references to share numbers
      reflect these splits.




In
      October 2004, the Company’s Board of Directors, appointed three new directors
      and three new officers, all of whom were shareholders of the firm Pride
      Equities, Inc. (Pride). Management then secured the services of Pride, a
      consulting firm to assist the Company in its efforts to salvage value for the
      benefit of its shareholders. Pride contributed $30,000 as paid in capital to
      the
      Company and the Company issued Pride 1,920,000 shares of its common
      stock. The paid-in capital was used to pay for professional services, including
      accounting services in order to enable the Company to make all necessary filings with the Securities and Exchange Commission.




The
      Company is a "shell" company, whose sole purpose, at this time, is to consummate
      the merger with American Ethanol, Inc. (“American Ethanol”) described
      below.




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.




The
      Company has limited working capital and no active business operations, which
      raises substantial doubt about its ability to continue as a going concern.
      Management resumed the filing of Securities and Exchange Commission reporting
      in
      2004 and in 2006 began to seek a business combination. Management believes that this plan provides an opportunity for the Company
      to
      continue as a going concern. As a result, the Company’s ability to continue as a
      going concern is dependent upon the Company's ability to successfully consummate
      a business combination.




7


On
      June
      23, 2006, American Ethanol 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 members of American
      Ethanol’s management were named to the Company’s Board of Directors and as
      officers of the Company.




Effective
      as of June 23, 2006, the Company and American Ethanol entered into an Agreement
      and Plan of Merger (the “Merger Agreement”), pursuant to which
      American Ethanol has agreed to merge with and into the Company, with the Company
      being the surviving company. Pursuant to the Merger, (i) each issued and
      outstanding share of American Ethanol Common Stock (including Common Stock
      issued upon conversion of American Ethanol 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 Ethanol 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.




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 Ethanol owns 3,343,200 shares (or 88.3%). Assuming no
      shareholder of either American Ethanol 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 Ethanol will be cancelled, and (ii) the Company will issue to the
      shareholders of American Ethanol in the aggregate (a) approximately 83.9 million
      shares of common stock in exchange for all the currently issued and outstanding
      shares of American Ethanol common stock (including common stock issued upon
      conversion of the American Ethanol 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 1,514,380 shares of common stock and issue 5,319,158 shares of Series
      B Preferred Stock. As a result, immediately following the Merger, on a
      fully-diluted basis the Company will have approximately 91.2 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. The
      Merger Agreement has been approved by the boards of directors of each of the
      Company and American Ethanol and must be submitted to the shareholders of each
      of American Ethanol
      and the Company for their approval. American Ethanol 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 Ethanol. It is currently anticipated that the merger will occur during
      the third quarter of 2007.




**Conditions
      to the Merger**




The
      Company and American Ethanol 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 Ethanol 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.




8


**Regulatory
      Approval**




No
      specific federal or state regulatory approvals must be obtained by the Company
      or American Ethanol 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 Ethanol, 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 Ethanol, (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 Ethanol 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 articles 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 April 30, 2007, and
      management does not anticipate that the Company will generate any revenues
      until
      the Merger
      is consummated.




Expenses
      reported in the Company’s financial statements included herewith are costs
      related to being a public entity. Since the time that American Ethanol acquired
      an 88% interest in the Company they have been advancing funds for such expenses
      to the Company. Such advances are reflected in Accounts Payable to related
      parties on the Balance Sheet at the reporting date. It is anticipated that
      American Ethanol will continue to advance funds until such time as the Merger
      is
      completed.




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




10


At
      April
      30, 2007, the Company had no material commitments for capital
      expenditures.




**Merger
      with American Ethanol, Inc.**




On
      June
      23, 2006 American Ethanol, Inc. (“American Ethanol”) 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 American
      Ethanol’s Chief
      Executive Officer, and Chief Financial Officer, were named to the Company’s
      Board of Directors and as officers of the Company.




Effective
      as of June 23, 2006, the Company and American Ethanol entered into an Agreement
      and Plan of Merger (the “Merger Agreement”), pursuant to which (i) American
      Ethanol 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. Pursuant to the Merger, (i) each issued and outstanding share
      of American Ethanol Common Stock (including Common Stock issued upon conversion
      of American
      Ethanol 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, (ii) each issued and outstanding
      share
      of American Ethanol Series B Preferred Stock will be converted into one share
      of
      Series B Preferred Stock of the Company (such shares are convertible at the
      option of the holder into common stock on a 1 for 1 basis) and (iii) each issued
      and outstanding warrant and option exercisable for common stock of American
      Ethanol 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 and through April 30, 2007, American Ethanol has issued 5,319,158
      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 Ethanol 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 Ethanol owns 3,343,200 shares (or 88.3%). Assuming no
      shareholder of either American Ethanol 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 Ethanol will be cancelled, and (ii) the Company will issue to the
      shareholders of American Ethanol in the aggregate (a) approximately 83.9 million
      shares of common stock in exchange for all the currently issued and outstanding
      shares of American Ethanol common stock (including common stock issued upon
      conversion of the American Ethanol 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 1,514,380 shares of common stock and issue 5,319,158 shares of Series
      B Preferred Stock. As a result, immediately following the Merger, on a
      fully-diluted basis the Company will have approximately 91.2 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.




11


The
      Merger Agreement has been approved by the boards of directors of each of the
      Company and American Ethanol and must be submitted to the shareholders of each
      of the Company and American Ethanol for their approval. American Ethanol
      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.




12


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 Ethanol**




*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 theSEC 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
      Ethanol 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 Ethanol
      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.*




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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 Ethanol 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 Ethanol 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 Ethanol 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 Ethanol’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.





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**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 Sarban e s-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:
              June 14, 2007
            By:
            /s/
              William J. MaenderChief
                Financial Officer
              (Principal
                Financial and Accounting Officer)






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