**UNITED
        STATES SECURITIES**
 **AND
        EXCHANGE COMMISSION**
 Washington,
        D.C. 20549
 
 **FORM
        10-KSB**
 
 [X]              ANNUAL
        REPORT UNDER SECTION 13 OR 15 OF THE SECURITIES EXCHANGE ACT OF1934
 For
        the fiscal year ended
        October 31, 2007
 
 Commission
        file
        number:******000-52448**
 
 [  ]              TRANSITION
        REPORT UNDER SECTION 13 OR 15 OF THE SECURITIES EXCHANGE ACT OF1934
 
 **AMBERMAX
        II CORPORATION**
 (Name
        of
        small business issuer in its charter)
 
 **COLORADO**
 (State
        or
        Other Jurisdiction of Incorporation or Organization)
 
 **22-3936743**
 (I.R.S.
        Employer Identification No.)
 
 **16200
                  WCR 18E, Loveland, Colorado**
              
              **80537**(Address
                  of Principal Executive Office)
              
              (Zip
                  Code)
 
 Issuer's
        telephone number: **970-635-0346**
 
 Securities
        Registered Under Section
        12(b) of the Act: None
 
 Securities
        Registered Under Section 12(g) of the Act:
 **Common
        Stock, No Par Value**
 (Title
        of
        Class)
 
 Check  whether
        the issuer (1) filed all reports  required to be filed by Section 13
        or 15(d) of the Securities  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
 
 Check
        if
        there is no disclosure of delinquent  filers in response to Item 405
        of Regulation S-B contained in this form, and no disclosure  will be
        contained,  to
        the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
        statements  incorporated  by  reference  in
        Part III of this Form  10-KSB or any amendment to this Form 10-KSB. [
        ]
 
 State
        issuer's revenues for its most recent fiscal year: None.
 
 The  aggregate  market
        value of the voting stock held by  non-affiliates (325,000 shares of
        no par value Common  Stock) was $0 as of October 31,
        2007.  The stock price
        for  computation  purposes  was  $-0-,  based
        on the fact  that  there is presently no Market for the
        Company's securities.  This value is not intended to be
        a  representation  as to the  value or worth of
        the Registrant's  shares  of Common Stock. The number of
        shares of  non-affiliates of the Registrant has been calculated by
        subtracting  shares held by persons affiliated with the Registrant
        from outstanding shares.
 
 The
        number of shares  outstanding  of
        the  Registrant's  Common  Stock as of the latest
        practicable date, November 30, 2007 was 1,125,000 shares.
   
 
 **INDEX
        TO ANNUAL REPORT**
 **ON
        FORM 10-KSB**
 
 
 PagePART
                  IItem
                  1. DESCRIPTION OF BUSINESS
              1Item
                  2. DESCRIPTION OF PROPERTY
              9Item
                  3. LEGAL PROCEEDINGS
              9Item
                  4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
              9PART
                  IIItem
                  5. MARKET FOR COMMON EQUITY , RELATED STOCKHOLDER MATTERS AND SMALL
                  BUSINESS ISSUER PURCHASE OF EQUITY SECURITIES
              9Item
                  6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
                  OPERATION
              10Item
                  7. FINANCIAL STATEMENTS
              10Item
                  8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND
                  FINANCIAL DISCLOSURE
              22Item
                  8A CONTROLS AND PROCEDURES
              22Item
                  8B OTHER INFORMATION
              22PART
                  IIIItem
                  9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
                  PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
              22Item
                  10. EXECUTIVE COMPENSATION
              22Item
                  11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                  AND
                  RELATED STOCKHOLDER MATTERS
              22Item
                  12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
              23Item
                  13. EXHIBITS AND REPORTS ON FORM 8-K
              23Item
                  14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
              23SIGNATURES
              24
   
 
 PART
        I
 
 The
        matters  addressed in this report on Form 10-KSB,  with the
        exception of the historical information presented,  contain
        forward-looking  statements involving risks
        and  uncertainties.  The Company's actual results could
        differ  materially
        from  those  anticipated  in
        these  forward-looking  statements  as a
        result  of
        certain  factors,  including  those  factors  set  forth
        in the  Description  of Business section (Item 1) and
        elsewhere in this report.
 
 Item
        1.
        DESCRIPTION OF BUSINESS
 
 (a)  History
        of the Company
 Ambermax
        II Corporation (the Company or the “Registrant”), was incorporated on June 19,
        2006 under the laws of the State of Colorado to engage in any lawful corporate
        undertaking, including selected mergers and acquisitions. Our principal business
        address is 16200 WCR 18E,  Loveland,  Colorado 80537. Our
        phone number is 970-635-0346 The Company has been in the developmental stage
        since inception and has no operations to date; its only activity has been
        issuing shares to its original shareholders. We remained inactive through
        November 30, 2007.
 
 Our
        only
        activity to date has been to attempt to locate
        and  negotiate  with a business entity for the merger of
        that target company into our Company.
 
 (b)  Current
        Operations
 
 Our
        current  operations  consist  solely  of  seeking  merger  or  acquisition
        candidates.
 
 We
        will
        attempt to locate and negotiate with a business entity for the merger of
        that
        target company into the Company or a wholly owned subsidiary of the Company
        formed for the purpose of such a merger. In certain instances, a target company
        may wish to become a subsidiary of the Company or may wish to
        contribute  assets to the Company  rather than
        merge.  No assurances can be given that the Company will
        be  successful in locating
        or  negotiating  a  transaction  with
        any target company.
 
 We
        have
        attempted to provide a method for a foreign or domestic private company to
        become a
        reporting  ("public")  company  whose  securities  are
        qualified for trading in the United States secondary market.
 
 We
        believe there are certain perceived benefits to being a reporting company
        with a
        class of publicly-traded securities.  These benefits are commonly
        thought to include the following:
 
 *    the
        ability to use registered securities to acquire assets or
        businesses;
 
 *     increased
        visibility in the marketplace;
 
 *    ease
        of borrowing from financial institutions;
 
 *    improved
        stock trading efficiency;
 
 *    shareholder
        liquidity;
 
 *-
              1 -*
 
 
 
 *    greater
        ease in subsequently raising capital;
 
 *    compensation
        of key employees through stock options;
 
 *    enhanced
        corporate image;
 
 *    a
        presence in the United States capital market.
 
 Target
        companies  interested  in a
        business  combination  with the  Company may
        include the following:
 
 *    a
        company for whom a primary  purpose of becoming  public is
        the use of its securities for the acquisition of other assets or
        businesses;
 
 *    a
        company which is unable to find an  underwriter  of
        its  securities or is unable to find an underwriter of securities on
        terms acceptable to it;
 
 *    a
        company  which  desires to become public with less dilution
        of its common stock than would occur upon an underwriting;
 
 *    a
        company which believes that it will be able to obtain
        investment  capital on more favorable terms after it has become
        public;
 
 *    a
        foreign  company  which may wish an initial  entry
        into the United States securities market;
 
 *    a
        special situation  company,  such as a company seeking a
        public market to
        satisfy  redemption  requirements  under a
        qualified  Employee Stock Option Plan;
 
 *    a
        company seeking one or more of the other mentioned  perceived benefits
        of becoming a public company.
 
 A
        business combination with a target company will normally involve the transfer
        to
        the target company of the majority of the issued and outstanding common stock
        of
        the Company,  and the election by the target  business of
        its own  management and board of directors.
 
 The
        proposed business
        activities  described  herein  classify the
        Company as a "blank check"  company.  The Securities and
        Exchange Commission and many states have enacted statutes, rules and regulations
        limiting the sale of securities of blank check companies. At the present
        time,
        there is no market for the Company's securities.
 
 (c)
        Risks
        Related to the Plan of Operation
 
 The
        Company's  business  is subject to
        numerous  risk  factors,  including  the
        following:
 
 
 *-
              2 -*
 
 WE
        HAVE
        NO RECENT OPERATING HISTORY, NO OPERATING REVENUES, AND WE HAVE MINIMAL ASSETS.
        The Company has had no operations nor any revenues or earnings from operations.
        The Company has only limited assets and financial resources. The Company
        will,
        in all likelihood, sustain operating expenses without corresponding revenues,
        at
        least until the consummation of a business combination. This may result in
        the
        Company incurring a net operating loss which will increase continuously until
        the Company can consummate a business combination with a target
        company.  There is no assurance that the Company can identify such a
        target company and consummate such a business combination.
  THE
        SPECULATIVE NATURE OF OUR PROPOSED OPERATIONS.  The success of the
        Company's proposed  plan of  operation  will
        depend to a great  extent on the  operations,
        financial  condition and  management of
        the  identified  target  company.  While
        management   intends
        to  seek  business   combinations   with  entities  having
        established operating histories, there can be no assurance that the Company
        will
        be successful in locating  candidates  meeting
        such  criteria.  In the event the Company completes a
        business combination the success of the Company's operations may be dependent
        upon the management, operations, and financial condition of the target company,
        and numerous other factors beyond the Company's control.
 
 THERE  IS  A  SCARCITY  OF  AND  COMPETITION  FOR  BUSINESS   OPPORTUNITIES  AND
        COMBINATIONS.   The Company is
        and  will  continue  to  be  an  insignificant
        participant in the business of seeking mergers with and acquisitions of business
        entities.  A large number of established and well-financed entities,
        including venture capital firms, are active in mergers and acquisitions of
        companies which may be merger or acquisition target candidates for the
        Company.  Nearly all such entities have significantly greater
        financial resources, technical expertise and managerial capabilities than
        the
        Company. Consequently, the Company will be at a competitive disadvantage
        in
        identifying  possible  business  opportunities  and
        successfully completing a business combination.
 
 WE
        HAVE
        NO AGREEMENT  FOR ANY BUSINESS  COMBINATION  OR
        OTHER TRANSACTION.  The Company has no
        arrangement,  agreement or understanding with respect to engaging in a
        merger with or acquisition of a business entity.  There can be no
        assurance the Company will be successful in identifying and
        evaluating  suitable  business opportunities  or
        in  concluding  a  business  combination.  Management  has
        not identified any particular  industry or
        specific  business within an industry for evaluation  by the
        Company.  There is no  assurance  the Company will
        be able to negotiate a business  combination on terms favorable to the
        Company. The Company has not established a specific length of
        operating  history or a specified level of
        earnings,  assets, net worth or other criteria which it will require a
        target business  opportunity to have achieved to consider a
        business  combination  with
        it.  Accordingly,  the  Company  may
        enter  into a business  combination  with a
        business entity having no significant operating
        history,  losses,  limited or no potential for
        earnings,  limited  assets,  negative net worth or
        other  negative characteristics.
 
 OUR
        MANAGEMENT HAS ONLY A LIMITED TIME COMMITMENT TO THE
        COMPANY.  Our  resident has
        several  business  interests and will devote a limited
        amount of his time to
        the  Company's  business.  While seeking a
        business  combination,  our president
        anticipates  devoting up to ten hours per month to
        the  business of the Company. The Company's president has not entered
        into a written employment agreement with the Company and he is not expected
        to
        do so in the foreseeable  future.  We have
        not  obtained  key man
        life  insurance  on
        our  president.  Notwithstanding  the
        combined  limited  experience and time commitment of our
        president,  loss of the services of this individual would adversely
        affect  development of the Company's business and its likelihood of
        continuing operations.
 
 *-
              3 -*
 
 
 
 OUR
        SOLE
        OFFICER AND DIRECTOR MAY HAVE  CONFLICTS OF INTEREST  WITH
        THE BUSINESS OF OUR COMPANY.  The Company's sole officer and
        director  participates  in other business ventures which may
        result in conflicts of interest and non- arms length
        transactions  arising in
        the  future.  Management  has adopted a policy
        that the Company will not seek a merger with, or acquisition  of, any
        entity in which any member of management serves as an officer, director or
        partner, or in which they or their family members own or hold any ownership
        interest.
 
 BEING
          A
          REPORTING COMPANY COMPLICATES AND COULD DELAY AN ACQUISITION. Section 13
          of the
          Securities Exchange Act of 1934 (the "Exchange Act") requires us to provide
          certain information about significant acquisitions including certified
          financial
          statements for the company acquired covering one or two years, depending
          on the
          relative size of the acquisition.  The time and additional costs that
          may be incurred by some target companies to prepare such statements may
          significantly delay or essentially preclude consummation of an otherwise
          desirable acquisition by the Company.  Acquisition prospects that do
          not have or are unable to obtain the required audited statements may not
          be
          appropriate for acquisition so long as the reporting requirements of the
          Exchange Act are applicable.
 WE
        HAVE A
        LACK OF MARKET RESEARCH AND NO MARKETING ORGANIZATION. We have neither
        conducted,  nor have others made  available  to
        us,  results of market  research indicating  that
        market demand exists for the  transactions  contemplated by
        the Company.  Moreover, the Company does not have, and does not plan
        to establish, a marketing  organization.  Even in the event
        demand is identified for the type of merger
        or  acquisition  contemplated  by the
        Company,  there is no assurance the Company will be successful in
        completing any such business combination.
 
 CERTAIN  REGULATIONS
        MAY APPLY TO OUR  OPERATIONS.  Although the Company will be
        subject to regulation  under the Exchange
        Act,  management  believes the Company will not be subject
        to  regulation  under
        the  Investment  Company  Act of 1940, insofar as
        the  Company  will not be engaged in
        the  business  of  investing  or trading
        in securities. In the event the Company engages in business combinations
        which
        result in the Company holding passive investment  interests in a
        number of
 entities,  the  Company  could
        be subject  to  regulation  under
        the  Investment Company Act of 1940. In such event, the Company would
        be required to register as an investment  company and could be
        expected to incur  significant  registration
        and  compliance  costs.  We have
        not  obtained a formal  determination  from the
        Securities  and Exchange  Commission  as to the
        status of the Company  under the Investment  Company Act of
        1940. If we inadvertently  violate such Act, we could be subjected to
        material adverse consequences.
 
 THERE
        WILL BE A CHANGE
        IN  MANAGEMENT.  A  business  combination  involving  the
        issuance of
        the  Company's  common  stock  will,  in
        all  likelihood,  result in shareholders  of
        a  target  company  obtaining  a  controlling  interest  in
        the Company.  Any such business  combination  may
        require our  Management to sell or transfer all or a portion of
        the  Company's  common  stock held by
        them,  and to resign as directors and officers of the Company. The
        resulting change in control of the Company will likely result in removal
        of the
        present officer and director
        of  the  Company  and  a  corresponding  reduction  in  or  elimination  of  his
        participation in the future affairs of the Company.
 
 *-
              4 -*
 
 
 THE  PLAN  OF  OPERATION  PROVIDES  FOR  SUBSTANTIAL  DILUTION  TO
        OUR  EXISTING SHAREHOLDERS  AS A RESULT OF A
        MERGER.  Our plan of  operation  is
        based  upon a business  combination  with a
        business  entity which,  in
        all  likelihood,  will result in
        the  Company  issuing  securities  to  shareholders  of
        such  business entity.  The issuance of
        previously  authorized and unissued common stock of the Company would
        result in a reduction in percentage of shares owned by the present
        shareholders  of the Company and would most likely result in a change
        in control or management of the Company.
 
 WE
        MAY
        NOT BE ABLE TO ENGAGE IN A TAX FREE  ACQUISITION.  We intend
        to structure
        any  business   combination  so  as  to  minimize  the  federal  and  state  tax
        consequences to both the Company and the target entity. However, there can
        be no
        assurance that such a business combination will meet the
        statutory  requirements of a
        tax-free  reorganization  or that
        the  parties  will  obtain  the  intended
        tax-free  treatment  upon
        a  transfer  of
        stock  or  assets.  A non-  qualifying
        reorganization  could result in
        the  imposition  of both federal and state taxes which may
        have an adverse effect on the parties to the transaction and therefore the
        transaction itself.
 
 THE  REQUIREMENT  OF  AUDITED  FINANCIAL   STATEMENTS  MAY  DISQUALIFY  BUSINESS
        OPPORTUNITIES.  Management  of the Company will require
        any  potential  business
        combination  entity  to  provide  audited  financial  statements.  One  or  more
        attractive  prospects  may  choose  to  forego  the  possibility  of
        a  business combination  with the Company  rather
        than incur the  expenses  associated  with
        preparing audited financial statements.
  Such
          audited financial statements may not be immediately available. In such
          case, the
          Company intends to obtain certain assurances as to the target company's
          assets,
          liabilities, revenues and expenses prior to consummating a business combination,
          with further assurances that an audited financial statement will be provided
          after closing of such a transaction. Closing documents relative thereto
          will
          include representations that the audited financial statements will not
          materially differ from the representations included in such closing
          documents.
 (d)
        Plan
        of Operation
 
 We
        intend  to merge  with or  acquire
        a  business  entity  in  exchange  for
        our securities.  We have no particular acquisition in mind and have
        not entered into any negotiations regarding such an acquisition.
 We  anticipate  seeking  out  a  target  business  through  solicitation.   Such
        solicitation  may include  newspaper  or
        magazine  advertisements,  mailings and
        other  distributions  to  law  firms,   accounting  firms,  investment  bankers,
        financial  advisors and similar  persons,  the use
        of one or more World Wide Web sites and
        similar  methods.  No estimate can be made as to the number
        of persons who will be contacted or solicited.  Such persons will have
        no  relationship  to management.
 
 We
        have
        no full time employees. The Company's president has agreed to allocate a
        portion  of his time to the  activities  of
        the  Company  as a  consultant.  The
        president  anticipates  that the business plan of the
        Company can be implemented by his devoting  approximately 10 hours per
        month to the business affairs of the Company
        and,  consequently,  conflicts of interest may arise with
        respect to the limited time commitment by such officer.
 
 *-
              5 -*
 
 The
        Company's  president is currently involved with other companies which
        have a business  purpose  similar to that of
        the  Company.  A conflict may arise in the event that
        another  blank check  company with
        which  management is affiliated is formed and actively seeks a target
        business.  Management anticipates that target
        businesses  will be located for the Company and other blank
        check  companies  in chronological  order of the
        date of formation of such blank check companies.  It may be that a
        target  business may be more  suitable for or may prefer a
        certain
        blank  check  company  formed  after  the  Company.  In
        such  case,  a  business
        combination  might be  negotiated  on behalf of
        the more  suitable or  preferred blank check company
        regardless of date of formation.
 
 The  Articles  of  Incorporation  of
        the  Company  provide  that the Company may
        indemnify  officers and/or directors of the Company
        for  liabilities,  which can include liabilities arising
        under the securities laws. Therefore,  assets of the
        Company  could be used or attached to
        satisfy  any  liabilities  subject to such
        indemnification.
 
 Our
        plan
        is to seek, investigate and, if such investigation warrants, acquire an interest
        in a business entity which desires to seek the perceived  advantages
        of a corporation which has a class of securities registered under the Exchange
        Act. The Company will not restrict its search to any specific
        business,  industry, or geographical  location and the
        Company may participate in a business  venture of virtually any kind
        or nature.  This  discussion of the
        proposed  business is not meant to
        be  restrictive  of
        the  Company's  virtually  unlimited  discretion
        to search for and enter into potential business opportunities.
 We
        may
        seek a business  opportunity with entities which have
        recently  commenced operations,  or which wish to utilize
        the public  marketplace  in order to raise additional
        capital in order to expand into new products or markets, to develop a new
        product or service, or for other corporate purposes. The
 
 Company
        may acquire assets and
        establish  wholly-owned  subsidiaries  in various
        businesses or acquire existing businesses as subsidiaries.
 
 We  anticipate  that  the  selection  of
        a  business  opportunity  in  which  to
        participate  will
        be  complex  and  extremely  risky.  Due
        to  general  economic
        conditions,  rapid  technological  advances  being
        made in some  industries  and shortages  of
        available  capital,  management  believes  that
        there are numerous firms seeking the perceived benefits of a publicly registered
        corporation.  Such perceived  benefits may
        include  facilitating  or  improving  the
        terms on which additional  equity  financing may be
        sought,  providing  liquidity for incentive stock options or
        similar benefits to key employees,  and providing liquidity for
        shareholders and other factors.  Business opportunities may be
        available in many different  industries  and at various
        stages of  development,  all of which will
        make  the  task
        of  comparative  investigation  and  analysis  of
        such  business opportunities difficult and complex.
 
 The
        Company has, and will continue to have,  only
        limited  capital with which to provide  the owners
        of  business  opportunities  with any cash or
        other  assets. However,  we believe
        the  Company  will be able to offer  owners
        of  acquisition
        candidates  the  opportunity  to acquire a
        controlling  ownership  interest in a
        publicly  registered  company  without  incurring  the
        cost and time required to conduct an initial public offering. Management
        has not
        conducted market research and is not aware
        of  statistical  data to
        support  the  perceived  benefits of a merger or
        acquisition transaction for the owners of a business opportunity.
 
 *-
              6 -*
 
 The
        analysis of new business opportunities will be undertaken by, or under the
        supervision of the Company's president who is not a professional business
        analyst. In analyzing prospective business opportunities, management will
        consider such matters as available technical, financial and managerial
        resources; working capital and other financial requirements; history of
        operations, if any; prospects for the future; nature of present and expected
        competition; the quality and experience of management services which may
        be
        available and the depth of that management; the potential for further research,
        development, or exploration; specific risk factors not now foreseeable, but
        which then may be anticipated to impact the proposed activities of the Company;
        the potential for growth or expansion; the potential for profit; the perceived
        public recognition or acceptance of products, services, or trades; name
        identification; and other relevant factors. Management will meet personally
        with
        management and key personnel of the target business entity as part of its
        investigation. To the extent possible, the Company intends to utilize written
        reports and personal investigation to evaluate the above factors. The Exchange
        Act requires that any merger or acquisition candidate comply with all certain
        reporting requirements, which include providing audited financial statements
        to
        be included in the reporting filings made under the Exchange Act. The Company
        will not acquire or merge with any company for which audited financial
        statements cannot be obtained at or within a reasonable period of time after
        closing of the proposed transaction.
 
 We
        will
        in all likelihood not be experienced in matters relating to the business
        of a
        target  company,  and  management  will  rely  upon
        its own  experience  in accomplishing the business purposes
        of the Company. Therefore, it is anticipated that outside  consultants
        or advisors may be utilized to assist us in the search for and analysis of
        qualified target companies.
 
 The
        Company will not restrict its search to any specific  kind of
        firm,  but may acquire a venture which is in its preliminary or
        development stage, one which is already in operation, or in a more mature
        stage
        of its corporate existence.  The acquired  business may need
        to seek additional  capital,  may desire to have its shares
        publicly traded, or may seek other perceived advantages which the Company
        may
        offer.  However, the Company does not intend to
        obtain  additional  funds to
        finance  the  operation  of
        any  acquired  business opportunity  until such
        time as the
        Company  has  successfully  consummated  the
 merger
        or
        acquisition transaction.
 
 MANNER
        OF
        ACQUISITION
 
 In
        implementing a structure for a particular
        business  acquisition,  the Company may become a party to a
        merger, consolidation, reorganization, joint venture, or
        licensing  agreement with another entity. We also may acquire stock or
        assets of an existing  business.  On the consummation of a
        transaction it is probable that the
        present  Management  and  shareholders  of
        the Company  will no longer be in control of the Company. In
        addition,  the Company's  president and
        director,  as part of the terms of
        the  acquisition  transaction,  likely  will
        be required to resign and be replaced by one or more new officers and
        directors  without a vote of our shareholders.
 
 
 *-
              7 -*
 
 It
        is
        anticipated that any securities issued in any such reorganization would be
        issued in reliance upon exemption from registration under applicable federal
        and
        state securities laws. In some  circumstances,  however, as
        a negotiated element of
        a  transaction,  the  Company  may  agree
        to  register  all or a part of such
        securities  immediately  after
        the  transaction  is  consummated or at specified
        times  thereafter.  If  such  registration  occurs,  of  which  there  can
        be no assurance,  it will be undertaken by the
        surviving  entity after the Company has entered  into
        an  agreement  for a
        business  combination  or
        has  consummated  a
        business  combination  and the  Company is no
        longer  considered  a blank  check
        company.  Until  such time as
        this  occurs,  the  Company  will
        not  attempt  to
        register  any  additional  securities.  The
        issuance of  substantial  additional securities and their
        potential sale into any trading market which may develop in the Company's
        securities may have a depressive effect on that market.
 
 While
        the
        actual  terms of a  transaction  to which
        the  Company  may be a party
        cannot  be  predicted,  it may
        be  expected  that the  parties  to
        the  business transaction  will find it desirable to avoid
        the creation of a taxable event and thereby structure the acquisition as
        a
        "tax-free"  reorganization under Sections 351 or 368 of the Internal
        Revenue Code of 1986, as amended.
 
 The
          analysis of new business opportunities will be undertaken by, or under
          the
          supervision of the Company's president who is not a professional business
          analyst. In analyzing prospective business opportunities, management will
          consider such matters as available technical, financial and managerial
          resources; working capital and other financial requirements; history of
          operations, if any; prospects for the future; nature of present and expected
          competition; the quality and experience of management services which may
          be
          available and the depth of that management; the potential for further research,
          development, or exploration; specific risk factors not now foreseeable,
          but
          which then may be anticipated to impact the proposed activities of the
          Company;
          the potential for growth or expansion; the potential for profit; the perceived
          public recognition or acceptance of products, services, or trades; name
          identification; and other relevant factors. Management will meet personally
          with
          management and key personnel of the target business entity as part of its
          investigation. To the extent possible, the Company intends to utilize written
          reports and personal investigation to evaluate the above factors. The Exchange
          Act requires that any merger or acquisition candidate comply with all certain
          reporting requirements, which include providing audited financial statements
          to
          be included in the reporting filings made under the Exchange Act. The Company
          will not acquire or merge with any company for which audited financial
          statements cannot be obtained at or within a reasonable period of time
          after
          closing of the proposed transaction.
 The  Company  will  participate  in  a  business   opportunity  only  after  the
        negotiation and execution of appropriate agreements.  Although the
        terms of such agreements  cannot be predicted,  generally
        such agreements will require certain
        representations  and  warranties of the
        parties  thereto,  will specify  certain events of
        default,  will detail the terms of closing  and
        the  conditions  which must be satisfied by the parties
        prior to and after such  closing,  will outline the manner
        of
        bearing  costs,  including  costs  associated  with
        the  Company's attorneys and accountants, and will include
        miscellaneous other terms.
 
 We
        are
        presently  subject to all of the
        reporting  requirements  included in the Exchange Act.
        Included in these  requirements is the duty of the Company to file
        audited  financial  statements  as part of
        its  Form  8-K to be  filed  with the
        Securities and Exchange Commission upon consummation of a merger or acquisition,
        as well as the
        Company's  audited  financial  statements  included
        in its annual report  on Form 10-K
        (or  10-KSB,  as  applicable).  If
        such  audited  financial statements are not available at
        closing, or within time parameters  necessary to insure the Company's
        compliance with the requirements of the Exchange Act, or if the audited
        financial  statements provided do not conform to the representations
        made by the target company,  the closing documents may provide that
        the proposed transaction will be voidable at the discretion of the
        present  management of the Company.
 
 
 *-
              8 -*
 
 COMPETITION
 
 The
          analysis of new business opportunities will be undertaken by, or under
          the
          supervision of the Company's president who is not a professional business
          analyst. In analyzing prospective business opportunities, management will
          consider such matters as available technical, financial and managerial
          resources; working capital and other financial requirements; history of
          operations, if any; prospects for the future; nature of present and expected
          competition; the quality and experience of management services which may
          be
          available and the depth of that management; the potential for further research,
          development, or exploration; specific risk factors not now foreseeable,
          but
          which then may be anticipated to impact the proposed activities of the
          Company;
          the potential for growth or expansion; the potential for profit; the perceived
          public recognition or acceptance of products, services, or trades; name
          identification; and other relevant factors. Management will meet personally
          with
          management and key personnel of the target business entity as part of its
          investigation. To the extent possible, the Company intends to utilize written
          reports and personal investigation to evaluate the above factors. The Exchange
          Act requires that any merger or acquisition candidate comply with all certain
          reporting requirements, which include providing audited financial statements
          to
          be included in the reporting filings made under the Exchange Act. The Company
          will not acquire or merge with any company for which audited financial
          statements cannot be obtained at or within a reasonable period of time
          after
          closing of the proposed transaction.
  Item
        2.
        DESCRIPTION OF PROPERTY
 
 The
        Company has no properties and at this time has no agreements to acquire any
        properties. The Company currently occupies offices in the home of an officer
        and
        director at a month-to-month rental cost of $100 per month. Mr. Wiegand has
        agreed to contribute the rental value of this office space and to continue
        this
        arrangement until the Company completes an acquisition or merger.
 
 The
        Company has no present plans to acquire any assets or make any investments
        prior
        to completing a business combination.
 
 Item
        3.
        LEGAL PROCEEDINGS
 
 No
        legal  proceedings  to which the Company is a party
        were  pending  during the
        reporting  period,  and the Company knows of no
        legal  proceedings of a material nature,  pending or
        threatened,  or judgments  entered against the sole director
        and officer of the Company in his capacity as such.
 
 Item
        4.
        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 The  Company  did
        not submit any matter to a vote
        of  security  holders  through solicitation of
        proxies or otherwise during the reporting period.
 
 
 PART
        II
 
 Item
        5.
        MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS
 
 (a)  Principal
        Market or Markets. The Company's stock has not traded and, at the present
        time,
        it has no trading symbol.
 
 (b)  Approximate  Number
        of  Holders of Common  Stock.  The number of
        holders of record of the Company's Common Stock as of October 2007 was
        approximately 37.
 
 (c)  Dividends.  Holders
        of common stock are entitled to receive such  dividends as may be
        declared by the Company's Board of Directors. No dividends on the common
        stock
        were paid by the Company  during the
        periods  reported  herein nor does the Company anticipate
        paying dividends in the foreseeable future.
 
 (d)  Recent
        Sales of Unregistered Securities. NOT APPLICABLE
 
 
 *-
              9 -*
 
 Item
        6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
        OPERATION
 
 Forward-Looking
        Statements
 
 Certain  statements  contained  in
        this annual  report on Form 10-KSB  including without
        limitation,  statements containing the words
        "believes,"  "anticipates," "estimates," "expects," and words of
        similar import, constitute "forward-looking
        statements."  You  should  not
        place  undue  reliance  on
        these  forward-looking statements. Our actual results and the
        structure of transactions which may occur
        in  the  future  could  differ   materially   from  those   described  in  these
        forward-looking  statements for many
        reasons,  including  those set forth in the risk factors
        included herein and for other reasons  including the demands of the
        specific  business  entity  with  which  the  company  may  elect
        to engage in a transaction.
 
 Plan
        of
        Operation
 
 See
        Part
        I, Item 1., "Description of Business-Plan of Operation."
 
 Liquidity
        and Capital Resources
 
 At
        October 31, 2007, the Company's  fiscal year end, the Company had cash
        and cash equivalents  of $5,401,  reflecting  a
        decrease in cash of $7,524 from October 31, 2006. While the Company has no
        foreseeable capital commitments,  it also has no
        present  expectations of generating any cash flow from
        operations  until such
        time  as  it  may  successfully   complete  the  acquisition  of  the  business,
        operations, or assets of an operating entity.
 
 At
        present time, Management has plans to
        raise  additional  funds through the issuance of equity and
        subject to the success of Management’s plan, we believe  that our
        current  cash and  equivalents, supplemented with cash from
        sale of shares,  will satisfy our  expected working capital
        requirements through fiscal 2008.
 
 Item
        7.
        FINANCIAL STATEMENTS
 
 The
        report of the independent  auditors on the
        financial  statements  appears at Page 11 and the
        financial statements and their accompanying footnotes appear at Pages 12
        through 17 hereof.  These financial statements and related
        financial information required to be filed hereunder are incorporated herein
        by
        reference.
 
  
 *-
              10 -*
  
 **AMBERMAX
        II CORPORATION**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 
 **FINANCIAL
        STATEMENTS**
 
 **OCTOBER
        31, 2007**
 
 *-
              11 -*
 
  **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
  Board
        of
        Directors
 Ambermax
          II Corporation
 (a
          development stage company)
 Loveland,
          Colorado
 
 We
          have
          audited the accompanying balance sheet of Ambermax II Corporation (a development
          stage company) as of October 31, 2007 and the related statements of operations,
          stockholders’ equity, and cash flows for the years ended October 31, 2007
          and 2006, and from inception on June 19, 2006 through October 31,
          2007.  These financial statements are the responsibility of the
          Company’s management.  Our responsibility is to express an opinion on
          these financial statements based on our audits.
 
 We
          conducted our audit in accordance with the standards of the Public Company
          Accounting Oversight Board (United States).  Those standards require
          that we plan and perform the audit to obtain reasonable assurance about
          whether
          the financial statements are free of material misstatement.  An audit
          includes examining, on a test basis, evidence supporting the amounts and
          disclosures in the financial statements.  An audit also includes
          assessing the accounting principles used and significant estimates made
          by
          management, as well as evaluating the overall financial statement
          presentation.  We believe that our audits provide a reasonable basis
          for our opinion.
 
 In
          our
          opinion, the financial statements referred to above present fairly, in
          all
          material respects, the financial position of Ambermax II Corporation (a
          development stage company) as of October 31, 2007, and the results of its
          operations and its cash flows for the years ended October 31, 2007 and
          2006, and
          from inception on June 19, 2006 through October 31, 2007 in conformity
          with
          United States generally accepted accounting principles.
 
 The
          accompanying financial statements have been prepared assuming that the
          Company
          will continue as a going concern. As discussed in Note 3 to the financial
          statements, the Company has suffered recurring losses from operations since
          inception. This raises substantial doubt about the Company's ability to
          continue
          as a going concern.  Management's plans in regard to these matters are
          also described in Note 3.  The financial statements do not include any
          adjustments that might result from the outcome of this uncertainty.
 
 /s/ HJ
&
          Associates, LLC
 HJ
&
          Associates, LLC
 Salt
          Lake
          City, Utah
 December
          13, 2007
 *-
              12 -*
 
 **AMBERMAX
        II CORPORATION**
 (A
        Development Stage Company)
 Balance
        Sheet
 
 **October
                  31,****2007****Assets**Cash
              
              $
              5,401**Liabilities
                  and Shareholders’ Equity**Liabilities:
              
              $
              —Shareholders’
                  equity:Common
                  stock, no par value; 20,000,000 shares authorized,1,125,000
                  shares issued and outstanding
              
              
              13,800Additional
                  paid-in capital
              
              
              1,600Deficit
                  accumulated during development stage
              
              
              (9,999
              )Total
                  shareholder’s equity
              
              
              5,401Total
                  liabilities and shareholder’s equity
              
              $
              5,401
  See
        accompanying notes to the financial statements
  *-
              13 -*
 
 
 **AMBERMAX
        II CORPORATION**
 (A
        Development Stage Company)
 Statements
        of Operations
 
 **June
                  19,****2006****(Inception)****For
                  the Year Ended**
              
              
              **Through****October
                  31,**
              
              
              **October
                  31,****2007**
              
              
              **2006**
              
              
              **2007**Revenue
              
              $
              —
              
              
              $
              —
              
              
              $
              —Operating
                  expenses:Professional
                  fees
              
              
              5,229
              
              
              
              —
              
              
              
              5,229Contributed
                  services, related party (Note 2)
              
              
              1,200
              
              
              
              —
              
              
              
              1,200General
                  and administrative
              
              
              2,295
              
              
              
              1,275
              
              
              
              3,570Total
                  operating expenses
              
              
              8,724
              
              
              
              1,275
              
              
              
              9,999Net
                  loss
              
              
              (8,724
              )
              
              
              (1,275
              )
              
              
              (9,999
              )Basic
                  and diluted loss per share
              
              $
              (0.01
              )
              
              $
              (0.00
              )Basic
                  and diluted weighted averagecommon
                  shares outstanding
              
              
              1,125,000
              
              
              
              1,125,000
  See
        accompanying notes to the financial statements
  *-
              14 -*
 
 **AMBERMAX
        II CORPORATION**
 (A
        Development Stage Company)
 Statements
        of Changes in Shareholders' Equity
 
 **Deficit****Accumulated****Additional**
              
              
              **During****Common
                  Stock**
              
              
              **Paid-in**
              
              
              **Development****Shares**
              
              
              **Amount**
              
              
              **Capital**
              
              
              **Stage**Balance
                  at June 19, 2006 (inception)(Note 1)
              
              
              —
              
              
              $
              —
              
              
              $
              —
              
              
              $
              —Common
                  stock issued for OrganizationalCosts
              
              
              800,000
              
              
              
              800
              
              
              
              —
              
              
              
              —Common
                  stock issued for cash at$0.04
                  per share
              
              
              325,000
              
              
              
              13,000
              
              
              
              —
              
              
              
              —Office
                  space contributed by an officer
              
              
              —
              
              
              
              —
              
              
              
              400
              
              
              
              —Net
                  loss, year ended October 31, 2006
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              (1,275
              )Balance
                  at October 31, 2006
              
              
              1,125,000
              
              
              
              13,800
              
              
              
              400
              
              
              
              (1,275
              )Office
                  space contributed by an officer
              
              
              —
              
              
              
              —
              
              
              
              1,200
              
              
              
              —Net
                  loss, year ended October 31, 2007
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              (8,724
              )Balance
                  at October 31, 2007
              
              
              1,125,000
              
              
              $
              13,800
              
              
              $
              1,600
              
              
              $
              (9,999
              )
  See
        accompanying notes to the financial statements
  
 *-
              15 -*
 
 **AMBERMAX
        II CORPORATION**
 (A
        Development Stage Company)
 Statements
        of Cash Flows
 
 **June
                  19,****2006****(Inception)****For
                  The Year Ended**
              
              
              **Through****October
                  31,**
              
              
              **October
                  31,****2007**
              
              
              **2006**
              
              
              **2007**Cash
                  flows from operating activities:Net
                  loss
              
              $
              (8,724
              )
              
              $
              (1,275
              )
              
              
              (9,999
              )Adjustments
                  to reconcile net loss to net cashused
                  by operating activities:Contributed
                  rent (Note 2)
              
              
              1,200
              
              
              
              400
              
              
              
              1,600Common
                  stock issued for services
              
              
              —
              
              
              
              800
              
              
              
              800Changes
                  in operating assets and liabilities:Net
                  cash used inoperating
                  activities
              
              
              (7,524
              )
              
              
              (75
              )
              
              
              (7,599
              )Cash
                  flows from investing activities:
              
              
              —
              
              
              
              —
              
              
              
              —Cash
                  flows from financing activities:Proceeds
                  from common stock sales
              
              
              —
              
              
              
              13,000
              
              
              
              13,000Net
                  cash provided byfinancing
                  activities
              
              
              —
              
              
              
              13,000
              
              
              
              13,000Net
                  change in cash
              
              
              (7,524
              )
              
              
              12,925
              
              
              
              5,401Cash,
                  beginning of period
              
              
              12,925
              
              
              
              —
              
              
              
              —Cash,
                  end of period
              
              $
              5,401
              
              
              $
              12,925
              
              
              
              5,401Supplemental
                  disclosure of cash flow information:Cash
                  paid during the period for:Income
                  taxes
              
              $
              —
              
              
              $
              —
              
              
              $
              —Interest
              
              $
              —
              
              
              $
              —
              
              
              $
              —NON-CASH
                FINANCINGCommon
                stock issued for services
              
              $
              —
              
              
              $
              800
              
              
              $
              800
 
 See
        accompanying notes to the financial statements
 
 *-
              16 -*
 
 **AMBERMAX
        II CORPORATION**
 (A
        Development Stage Company)
 Notes
        to
        the Financial Statements
 October
        31, 2007
 
 NOTE
          1
          -ORGANIZATION AND
          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 a.  Organization
 
 Ambermax
          II Corporation (the “Company”) was initially incorporated on June 19, 2006 in
          the State of Colorado.  On June 19, 2006, the Company authorized
          800,000 shares of its no par common stock to be issued to an officer and
          director as payment for $800 in fees and expenses incurred as part of organizing
          the Company.
 
 The
          Company is a development stage enterprise in accordance with Statement
          of
          Financial Accounting Standards (“SFAS”) No. 7 and is considered a “shell” or
“blank check” company. The Company has been in the development stage since
          inception and has no revenue-producing operations to date. The Company’s
          business plan is to evaluate, structure and complete a merger with, or
          acquisition of, a privately owned corporation.
 
 b.  Accounting
          Method
 
 The
          Company’s financial statements are prepared using the accrual method of
          accounting.  The Company has elected an October 31
          year-end.
 
 d.  Estimates
 
 The
          preparation of financial statements in conformity with generally accepted
          accounting principles in the United States of America requires management
          to
          make estimates and assumptions that affect the reported amounts of assets
          and
          liabilities and disclosure of contingent assets and liabilities at the
          date of
          the financial statements and the reported amounts of revenues and expenses
          during the reporting period.  Actual results could differ from those
          estimates.
 
 e.  Income
          Taxes
 
 Deferred
          taxes are provided on a liability method whereby deferred tax assets are
          recognized for deductible temporary differences and operating loss and
          tax
          credit carryforwards and deferred tax liabilities are recognized for taxable
          temporary differences.  Temporary differences are the differences
          between the reported amounts of assets and liabilities and their tax
          bases.  Deferred tax assets are reduced by a valuation allowance when,
          in the opinion of management, it is more likely than not that some portion
          or
          all of the deferred tax assets will not be realized.  Deferred tax
          assets and liabilities are adjusted for the effects of changes in tax laws
          and
          rates on the date of enactment.
 
 *-
              17 -*
 
 **AMBERMAX
        II CORPORATION**
 (A
        Development Stage Company)
 Notes
        to
        the Financial Statements
 October
        31, 2007
 
 NOTE
        1
        - ORGANIZATION
        AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 e.  Income
        Taxes
        (Continued)
 
 Net
        deferred tax assets consist of the following components as of October 2007
        and 2006:
 
 2007
              
              
              2006Deferred
                  tax assets:NOL
                  Carryover
              
              $
              3,600
              
              
              $
              185Valuation
                  allowance
              
              
              (3,600
              )
              
              
              (185
              )Net
                  deferred tax asset
              
              $
              -
              
              
              $
              -
  The
          income tax provision differs from the amount of income tax determined by
          applying the U.S. federal income tax rate to pretax income from continuing
          operations for the years ended October 31, 2007 and 2006 due to the
          following:
 
 2007
              
              
              2006Book
                  Income
              
              $
              (3,402
              )
              
              $
              (500
              )Contributed
                  Services
              
              
              240
              
              
              
              315Valuation
                  allowance
              
              
              3,402
              
              
              
              185$
              -
              
              
              $
              -
  At
          October 31, 2007, the Company had net operating loss carryforwards of
          approximately $9,200 that may be offset against future taxable income from
          the
          year 2008 through 2028.  No tax benefit has been reported in the
          October 31, 2007 financial statements since the potential tax benefit is
          offset
          by a valuation allowance of the same amount.
 
 Due
          to
          the change in ownership provisions of the Tax Reform Act of 1986, net operating
          loss carryforwards for Federal income tax reporting purposes are subject
          to
          annual limitations.  Should a change in ownership occur, net operating
          loss carryforwards may be limited as to use in future years.
 
 *-
              18 -*
 
 **AMBERMAX
        II CORPORATION**
 (A
        Development Stage Company)
 Notes
        to
        the Financial Statements
 October
        31, 2007
  
 NOTE
        1
        - ORGANIZATION
        AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 f.  Loss
          per Common
          Share
 
 The
          Company reports net loss per share using a dual presentation of basic and
          diluted loss per share. Basic net loss per share excludes the impact of
          common
          stock equivalents.  Diluted net loss per share utilizes the average
          market price per share when applying the treasury stock method in determining
          common stock equivalents.  At October 31, 2007 there were no variances
          between the basic and diluted loss per share as there were no potentially
          dilutive securities outstanding.
 
 g.  Newly
          Adopted Accounting Pronouncements
 
 In
          April
          2006, the FASB issued FASB Staff Position FIN 46(R)-6, *Determining the
          Variability to be Considered in Applying FASB Interpretation No. 46(R)*that
          became effective for the third quarter of 2006. FSP FIN No. 46(R)-6 clarifies
          that the variability to be considered in applying Interpretation 46(R)
          shall be
          based on an analysis of the design of the variable interest entity. The
          adoption
          of this standard did not materially impact the Company’s consolidated financial
          statements.
 
 In
          March
          2005, the FASB issued FASB Interpretation No. 47, “Accounting for Conditional
          Asset Retirement Obligations” (“FIN 47”). FIN 47 provides guidance relating to
          the identification of and financial reporting for legal obligations to
          perform
          an asset retirement activity. The Interpretation requires recognition of
          a
          liability for the fair value of a conditional asset retirement obligation
          when
          incurred if the liability’s fair value can be reasonably estimated. FIN 47 also
          defines when an entity would have sufficient information to reasonably
          estimate
          the fair value of an asset retirement obligation. The provision is effective
          no
          later than the end of fiscal years ending after December 15, 2005. The
          Company
          will adopt FIN 47 beginning the first quarter of fiscal year 2006 and does
          not
          believe the adoption will have a material impact on its consolidated financial
          position or results of operations or cash flows.
 
 *-
              19 -*
 
 **AMBERMAX
        II CORPORATION**
 (A
        Development Stage Company)
 Notes
        to
        the Financial Statements
 October
        31, 2007
  
 NOTE
        1
        - ORGANIZATION
        AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
  g. Newly
          Adopted Accounting Pronouncements  (continued)
 
 In
          June
          2006, the Financial Accounting Standards Board (“FASB”) issued FASB
          Interpretation No. 48, *“Accounting for Uncertainty in Income Taxes”*(“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income
          taxes
          recognized in the Company’s financial statements in accordance with FASB
          Statement No. 109 *“Accounting for Income Taxes.”*FIN 48 also prescribes
          a recognition threshold and measurement attribute for the financial statement
          recognition and measurement of a tax position taken or expected to be taken
          in a
          return, as well as guidance on derecognition, classification, interest
          and
          penalties and financial statement reporting disclosures. FIN 48 is effective
          for
          the Company on January 1, 2007. Based on the Company’s evaluation and analysis,
          FIN 48 is not expected to have a material impact on the Company’s consolidated
          financial statements.
 
 In
          February of 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid
          Financial Instruments”, which is intended to simplify the accounting and improve
          the financial reporting of certain hybrid financial instruments (i.e.,
          derivatives embedded in other financial instruments). The statement amends
          SFAS
          No. 133, “Accounting for Derivative Instruments and Hedging Activities”, and
          SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and
          Extinguishments of Liabilities—a replacement of FASB Statement No. 125.” SFAS
          No. 155 is effective for all financial instruments issued or acquired after
          the
          beginning of an entity's first fiscal year that begins after September
          15, 2006.
          The Company does not expect the adoption of SFAS No. 155 to have an impact
          on
          its consolidated financial statements.
 
 In
          September 2006, the FASB issued FASB Statement No. 157, *“Fair Value
          Measurements”*(“FAS 157”), which addresses how companies should measure
          fair value when they are required to use a fair value measure for recognition
          or
          disclosure purposes under generally accepted accounting principles.
          The FASB believes that the new standard will make the measurement of fair
          value
          more consistent and comparable and improve disclosures about those measures.
          FAS
          157 is effective for fiscal years beginning after November 15,
          2007.  The Company is currently evaluating the requirements and impact
          of FAS 157 on the Company’s consolidated financial statements, and will adopt
          the provisions on January 1, 2008. FAS 157 is not expected to have a material
          impact on the Company’s consolidated financial statements.
 
 Also
          in
          September 2006, the FASB issued FASB Statement No. 158, *“Employers’
Accounting for Defined Benefit Pension and other Postretirement Plans,
          an
          amendment of FASB Statements No. 87, 88, 106 and 132- R”*(“FAS 158”). FAS
          158 requires an employer to recognize the overfunded or underfunded status
          of a
          defined benefit postretirement plan as an asset or liability in its statement
          of
          financial position and to recognize changes in that funded status in the
          year in
          which the changes occur through comprehensive income of a business entity.
          FAS
          158 also requires an employer to measure the funded status of a plan as
          of the
          date of its year-end
 *-
              20 -*
 
 **AMBERMAX
        II CORPORATION**
 (A
        Development Stage Company)
 Notes
        to
        the Financial Statements
 October
        31, 2007
  
 NOTE
        1
        - ORGANIZATION
        AND SUMMARY OF SIGNIFICANT ACCOUNTING
        POLICIES  (Continued)
 
 g. Newly
        Adopted Accounting Pronouncements (continued)
 
 statement
          of financial position . This statement is effective for the Company as
          of
          December 31, 2006, but did not have an impact on the Company’s consolidated
          financial statements as the Company does not sponsor a defined benefit
          pension
          or postretirement plan.
 
 In
          September 2006, the Securities and Exchange Commission issued Staff Accounting
          Bulletin No. 108, *Considering the Effects of Prior Year Misstatements When
          Quantifying Misstatements in Current Year Financial Statements*(“SAB 108”),
          which provides interpretive guidance on how the effects of the carryover
          or
          reversal of prior year misstatements should be considered in quantifying
          a
          current year misstatement. The adoption of this standard did not materially
          impact the Company’s consolidated financial statements.
 
 h.  Cash
          and Cash Equivalents
 
 The
          Company considers all highly liquid investments with a maturity of three
          months
          or less when purchased to be cash equivalents.
 NOTE
          2
          - RELATED
          PARTY TRANSACTIONS
 
 The
          Company’s president and sole director contributed office space to the Company
          for the period presented in the accompanying financial statements. The
          office
          space was valued at $100 per month based on the market rate in the local
          area
          and is included in the accompanying financial statements as Operating Expense
          with a corresponding credit to Additional paid-in capital.
 
 NOTE
          3
          - GOING
          CONCERN
 
 The
          accompanying financial statements have been prepared on a going concern
          basis,
          which contemplates the realization of assets and the satisfaction of liabilities
          in the normal course of business.  As shown in the accompanying
          financial statements, the Company is a development stage enterprise with
          losses
          since inception and a limited operating history.  These factors, among
          others, may indicate that the Company will be unable to continue as a going
          concern for a reasonable period of time.
 
 The
          financial statements do not include any adjustments relating to the
          recoverability and classification of assets and liabilities that might
          be
          necessary should the Company be unable to continue as a going
          concern.  The Company’s continuation as a going concern is dependent
          upon its ability to generate sufficient cash flow to meet its obligations
          on a
          timely basis and ultimately to attain profitability.  The Company
          intends to seek additional funding through equity offerings to fund its
          business
          plan.  There is no assurance that the Company will be successful in
          raising additional funds.
  *-
              21 -*
 Item
          8.
          DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL  DISCLOSURE
 
 The  Company  did  not  have  any  disagreements  on  accounting  and  financial
          disclosures with its present accounting firm during the reporting
          period.
  Item
        8A.
        CONTROLS AND PROCEDURES
 
 (a)  Evaluation  of  disclosure  controls
        and  procedures.  Our Chief  Executive Officer and
        Principal Accounting Officer has evaluated the effectiveness of
        our  disclosure  controls and  procedures (as such
        term is defined in Rules 13a-15 and 15d-15 under
        the  Securities  Exchange  Act of
        1934,  as amended (the  "Exchange  Act")) as of
        the end of the period  covered by this annual report (the "Evaluation
        Date"). Based upon such evaluation, the officer has concluded  that,
        as of the
        Evaluation  Date,  our  disclosure  controls
        and procedures  are  effective  in
        alerting  him on a timely  basis to material information
        relating to our Company (including our consolidated subsidiary)
        required  to be  included  in
        our  reports  filed
        or  submitted  under  the Exchange
        Act.
 
 (b)  Changes
        in
        internal  controls  over  Financial  Reporting.  During
        the most recent  fiscal  year,  there have not
        been any  significant  changes in our
        internal  controls over financial  reporting or in other
        factors that could have materially  affected,  or are
        reasonably likely to materially  affect, our internal controls over
        financial reporting.
 
 Item
        8B.
        OTHER INFORMATION
 None.
 
 **PART
        III**
 
 Item
        9.
        DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
        PERSONS;  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
        ACT
 
 (a)  Directors  and  Executive  Officers.  The
        Company has one director and officer as follows:
 
 Name
              Age
              Position
              SinceJames
                  B. Wiegand
              61
              Director
                  and President
              July
                  1996
 
 Mr.  Wiegand  is
        president of Amery Coast Corporation,  a financial consulting company.
        From 1975 until 1996 Mr.  Wiegand
        was  president  and  director of
        Solar  Energy  Research Corp., a publicly  traded
        company which he founded and took public.  Mr. Wiegand
        obtained  his  Bachelor  of  Science  Mechanical  Engineering  degree  from  the
        University of Denver in 1969.
 
 Item
        10.
        EXECUTIVE COMPENSATION
 
 Mr.  Wiegand
        has
        not  directly  received  compensation  from
        the Company for his services.
 
 Item
        11.
        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
 The
        following  table sets forth,  as of  October 31,
        2007, each person known by the Company to be
        the  beneficial  owner of
        five  percent  or more of the  Company's Common
        Stock,  all directors  individually and all directors and
        officers of the Company as a group.  Except as noted, each person has
        sole voting and investment power with respect to the shares shown.
 
 *-
              22 -*
 
 
 Amount
                  and NatureName
                  and Address
              of
                  Beneficial
              Percentageof
                  Beneficial Owner
              Ownership
              of
                  ClassJames
                  B. Wiegand
              400,000
              38.1%16200
                  WCR 18ELoveland,
                  CO 80537All
                  Executive Officersand
                  Directors as aGroup
                  (1 Person)
              400,000
              38.1%
 
 
 Item
        12.
        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
 James
        Wiegand contributes office space to the Company. The Company's Board of
        Directors has  valued  this  contributed office
        space  at  approximately  $100  per  month,  based
        on prevailing local market rates.
 
 
 Item
        13.
        EXHIBITS AND REPORTS ON FORM 8-K
 
 (a)
        Exhibits
 
 EX-31
              Certification
                  of CEO and CFO Pursuant to 18 U.S.C, Section 7241, as adopted and
                  Section
                  302 of the Sarbanes-Oxley Act of 2002.EX-32
              Certification
                  of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
                  to
                  Section 906 of the Sarbanes-Oxley Act of
                  2002.
 
 (b)
        Form 8-K
 
 There
        were no reports filed on Form 8-K.
 
 Item
        14.
        PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
 Audit
        and audit-Related Fees
 
 During
        the year ended October 31, 2007, the Company's principal  accountant
        billed $6,500 in fees that
        were  directly  associated  with
        the  preparation of annual audit reports and quarterly review
        reports.
 
 Tax
        Fees
 
 The
        Company's  principal  accountant  did not bill any
        tax fees during the years ended October 31, 2007.
 
 
 *-
              23 -*
 
 All
        Other Fees
  The
        Company's principal  accountant did not bill any other fees during the
        year ended October 31, 2007.
 
 The
        officers and directors of  Ambermax II Corporation have determined
        that the services provided by our Company's principal accountant, as referred
        to
        in the above paragraphs,  are compatible with maintaining the
        principal accountant's independence.
 
 Audit
        Committee's Pre-Approval Policies and Procedures
 
 Due
        to
        the fact that Ambermax II Corporation has only one active officer and
        director,  the Company does not have an audit committee at this
        time.
 
 Percentage
        of Hours Expended
 
 All  hours  expended  on
        the  principal  accountant's  engagement  to
        audit  the
        registrant's   financial  statements  for  the  most  recent  fiscal  year  were
        attributable  to work  performed by persons that are the
        principal  accountant's full-time, permanent employees.
 
 
 
 **SIGNATURES**
 
 In  accordance  with  Section
        13 or 15(d) of the Exchange  Act,  the  Registrant
        caused this report to be signed on its behalf by the undersigned, thereunto
        duly
        authorized.
 
 
  **Ambermax
                  II Corporation**
                (Registrant)Date
                  December 13, 2007
              By:
              /s/ James
                B. WiegandJames
                B. Wiegand
                President
 -
        24 -