UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

                                 Amendment No. 1

[x]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
                  For the fiscal year ended - January 31, 2006
                                       OR
[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

                         For thetransition period from:

                       Commission file number: 2-98191- D

                                Marwich II, Ltd.
                 (Name of Small Business Issuer in its charter)


               Colorado                                  84-0925128
    (State or other jurisdiction                      (I.R.S. Employer
     incorporation or organization)                Identification Number)


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

                    Issuer's telephone number: (561) 798-2907

           Securities registered under Section 12(b) of the Act: None

              Securities registered under Section 12(g) of the Act:

                      Common Stock, no par value per share
                                (Title of class)

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 [ ] NO [X]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not 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. $ -0-

State the aggregate market value of the voting stock held by non- affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days. (See definition of affiliate in Rule 12b-2 of the Exchange Act): $ -0-

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ] Not applicable.

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
                           946,416 as of May 5, 2006.

   Transitional Small Business Disclosure Format (Check one): Yes [ ]; No [X]

<PAGE>

                                     PART I

ITEM 1.  BUSINESS

Marwich II, Ltd. (the "registrant" or "Company") was incorporated under the laws
of the state of Colorado on August 16, 1983. The registrant was organized to
engage in the acquisition of assets and properties which management believes has
good business potential and the company acquired a number of real estate and
promissory note properties.

In connection with its corporate purposes, the registrant filed a registered
statement for a public offering of its common stock, which became effective
September 11, 1985, but was never funded or closed out. This offering was made
pursuant to a registration statement under the Securities Act of 1933 filed with
the Securities and Exchange Commission in New York, New York on Form S-18.

The Company subsequently sold its subsidiaries and ceased active business
operations and the Company was administratively dissolved by the Colorado
Secretary of State effective January 1, 1991 and has been dormant since. All
previously existing contracts, including Stock Option Plans, were terminated.
The Company has been reinstated by the Colorado Secretary of State effective
October 13, 2004.

In October 2004, the Board, appointed three new members and officers, Michael
Schumacher, George A. Powell and Peter Porath, all of whom are shareholders of
the firm Pride Equities, Inc. (Pride). Management then secured the services of
Pride, a consulting firm that is expected to assist the Company in its efforts
to salvage value for the benefit of its shareholders. The Company has opted to
become a "blank check" company and to further engage in any lawful corporate
undertaking, including, but not limited to, selected mergers and acquisitions.
Pride contributed $30,000 as paid in capital to the Company to pay for the costs
of current accounting and filings with the Securities and Exchange Commission,
so as to reactivate the Company as a reporting company. The Company issued Pride
2,400,000 shares (pre reverse split), of its common stock representing
approximately 50.717% of its common stock outstanding as of November 30, 2004,
in exchange for $30,000 cash. Pride has also agreed to advise the Company as to
potential business combinations.

Pursuant to the Articles of Incorporation, the Company was authorized to issue
20,000,000 shares of common stock with no par value and 1,000,000 shares of
$0.01 par value Preferred Stock. The Company had a shareholder meeting on
November 30, 2004 to amend the Articles of Incorporation to increase the
authorized common stock to 100,000,000 shares of no par value common stock.

In addition, at the shareholders meeting held November 30, 2004, the
shareholders voted to authorize a reverse stock split of all 4,732,077 shares on
a one for five basis, with any fractional shares rounded up to the next whole
share. After the reverse split there are outstanding a total of 946,416 shares.

Since 1989, the Company has not engaged in any operations and has been dormant.
As such, the Company may presently be defined as a "shell" company, whose sole
purpose, at this time, is to locate and consummate a merger or acquisition with
a private entity.

The Company has opted to resume the filing of reporting documentation in an
effort to maximize shareholder value. The best use and primary attraction of the
Company as a merger partner or acquisition vehicle will be its status as a
reporting public company. Any business combination or transaction may
potentially result in a significant issuance of shares and substantial dilution
to present stockholders of the Company.

The proposed business activities described herein classify the Company as a
"blank check" company. Many states have enacted statutes, rules and regulations
limiting the sale of securities of "blank check" companies in their respective
jurisdictions. Management does not intend to undertake any offering of the
Company's securities, either debt or equity, until such time as the Company has
successfully implemented its business plan described herein.

GENERAL BUSINESS PLAN

At this time, the Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in business opportunities presented
to it by persons or firms who or which desire to seek the perceived advantages
of an Exchange Act registered corporation. 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.

                                       2
<PAGE>

This discussion of the proposed business is purposefully general and is not
meant to be restrictive of the Company's virtually unlimited discretion to
search for and enter into potential business opportunities. Management
anticipates that it may be able to participate in only one potential business
venture because the Company has nominal assets and limited financial resources.
See Item 7. "FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA." This lack of
diversification should be considered a substantial risk to shareholders of the
Company because it will not permit the Company to offset potential losses from
one venture against gains from another.

The Company 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.

The Company intends to advertise and promote the Company privately. The Company
has not yet prepared any notices or advertisement.

The Company anticipates 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, providing liquidity (subject
to restrictions of applicable statutes), for all shareholders and other factors.
Potentially, available business opportunities may occur 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
extremely difficult and complex.

The Company has, and will continue to have, little or no capital with which to
provide the owners of business opportunities with any significant cash or other
assets. However, management believes 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. The owners of the business
opportunities will, however, incur significant legal and accounting costs in
connection with acquisition of a business opportunity, including the costs of
preparing Form 8-K's, 10-K's or 10-KSB's, agreements and related reports and
documents. The Securities Exchange Act of 1934 (the "34 Act"), specifically
requires that any merger or acquisition candidate comply with all applicable
reporting requirements, which include providing audited financial statements to
be included within the numerous filings relevant to complying with the 34 Act.
Nevertheless, the officers and directors of the Company have not conducted
market research and are not aware of statistical data which would support the
perceived benefits of a merger or acquisition transaction for the owners of a
business opportunity.

The analysis of new business opportunities will be undertaken by, or under the
supervision of, the officers and directors of the Company. Management intends to
concentrate on identifying preliminary prospective business opportunities, which
may be brought to its attention through present associations of the Company's
officers and directors. In analyzing prospective business opportunities,
management will consider such matters as the 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 of acceptance of products, services, or trades; name
identification; and other relevant factors. Officers and directors of the
Company do expect to meet personally with management and key personnel of the
business opportunity as part of their investigation. To the extent possible, the
Company intends to utilize written reports and investigation to evaluate the
above factors. The Company will not acquire or merge with any company for which
audited financial statements cannot be obtained within a reasonable period of
time after closing of the proposed transaction.

The Officers of the Company have limited experience in managing companies
similar to the Company and shall rely upon their own efforts, in accomplishing
the business purposes of the Company. The Company may from time to time utilize
outside consultants or advisors to effectuate its business purposes described
herein. No policies have been adopted regarding use of such consultants or
advisors, the criteria to be used in selecting such consultants or advisors, the
services to be provided, the term of service, or regarding the total amount of
fees that may be paid. However, because of the limited resources of the Company,
it is likely that any such fee the Company agrees to pay would be paid in stock
and not in cash.

                                       3
<PAGE>

The Company will not restrict its search for any specific kind of firms, but may
acquire a venture that is in its preliminary or development stage, which is
already in operation, or in essentially any stage of its corporate life. It is
impossible to predict at this time the status of any business in which the
Company may become engaged, in that such 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 funds in one or more private placements to finance the
operation of any acquired business opportunity until such time as the Company
has successfully consummated such a merger or acquisition.

It is anticipated that the Company will incur nominal expenses in the
implementation of its business plan described herein. The Company has limited
capital with which to pay these anticipated expenses.

ACQUISITION OF OPPORTUNITIES

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 corporation or entity. It may also 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 directors
may, as part of the terms of the acquisition transaction, resign and be replaced
by new directors without a vote of the Company's shareholders or may sell their
stock in the Company. Any and all such sales will only be made in compliance
with the securities laws of the United States and any applicable state.

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 its 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
successfully consummated a merger or acquisition and the Company is no longer
considered a "shell" company. Until such time as this occurs, the Company does
not intend 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 the value of
the Company's securities in the future, if such a market develops, of which
there is no assurance.

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 in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free treatment under the Code, it may be necessary for the owners of
the acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of the Company would retain less than
20% of the issued and outstanding shares of the surviving entity, which would
result in significant dilution in the equity of such shareholders.

As part of the Company's investigation, officers and directors of the Company
may personally meet with management and key personnel, may visit and inspect
material facilities, obtain analysis of verification of certain information
provided, check references of management and key personnel, and take other
reasonable investigative measures, to the extent of the Company's limited
financial resources and management expertise. The manner in which the Company
participates in an opportunity will depend on the nature of the opportunity, the
respective needs and desires of the Company and other parties, the management of
the opportunity and the relative negotiation strength of the Company and such
other management.

With respect to any merger or acquisition, negotiations with target company
management is expected to focus on the percentage of the Company which the
target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage ownership may be
subject to significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's then shareholders.

The Company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require

                                       4
<PAGE>

some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of 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, will set forth remedies
on default and will include miscellaneous other terms.

As stated hereinabove, the Company will not acquire or merge with any entity
which cannot provide independent audited financial statements within a
reasonable period of time after closing of the proposed transaction. The Company
is subject to all of the reporting requirements included in the 1934 Act.
Included in these requirements is the affirmative duty of the Company to file
independent 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 1934
Act, or if the audited financial statements provided do not conform to the
representations made by the candidate to be acquired in the closing documents,
the closing documents will provide that the proposed transaction will be
voidable, at the discretion of the present management of the Company. If such
transaction is voided, the agreement will also contain a provision providing for
the acquisition entity to reimburse the Company for all costs associated with
the proposed transaction.

The Company does not intend to provide the Company's security holders with any
complete disclosure documents, including audited financial statements,
concerning an acquisition or merger candidate and its business prior to the
consummation of any acquisition or merger transaction.

COMPETITION

The Company will remain an insignificant participant among the firms that engage
in the acquisition of business opportunities. There are many established venture
capital and financial concerns which have significantly greater financial and
personnel resources and technical expertise than the Company. In view of the
Company's combined extremely limited financial resources and limited management
availability, the Company will continue to be at a significant competitive
disadvantage compared to the Company's competitors.

ITEM 2. DESCRIPTION OF PROPERTY.

The Company currently maintains a mailing address at 12773 Forest Hill
Boulevard, West Palm Beach, FL 33414, which is the address of its
Vice-President. The Company pays no rent for the use of this mailing address.
The Company does not believe that it will need to maintain an office at any time
in the foreseeable future in order to carry out its plan of operations described
herein.

ITEM 3. LEGAL PROCEEDINGS.

In the opinion of counsel there are no known legal proceedings or outstanding
judgments against the Company, nor any pending litigation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The following items were submitted to a vote of the security holders of the
company and approved effective as of November 30, 2004.

     o    Increasing the authorized common stock to 100,000,000 shares
     o    A one for five reverse stock split-with fractional shares rounded up
     o    The ratification of the issuance of 2,400,000, pre-split, shares to
          Pride Equities, Inc.
     o    To authorize the filing of Restated Articles of Incorporation, if
          desired by the Board of Directors
     o    To reduce all time periods, either in the Articles or By-laws, to the
          minimum time period allowed by state law, as enacted from time to
          time.

                                       5
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(a) Market Information.

The common stock of the Company began trading on the Over the Counter Bulletin
Board system under the symbol "MWII" during May 2006. There is no assurance that
the common stock will continue to be quoted or that any liquidity exists for the
Company's stockholders.

(b) Options, Warrants, Convertible Securities

There are no options or warrants outstanding.

(c) Holders.

As of April 30, 2006, there are approximately 35 holders of the Company's Common
Stock.

(d) Dividends.

The Company has never paid a cash dividend on its Common Stock and has no
present intention to declare or pay cash dividends on the Common Stock in the
foreseeable future. The Company intends to retain any earnings, which it may
realize in the foreseeable future to finance its operations. Future dividends,
if any, will depend on earnings, financing requirements and other factors, as
the Board of Directors deems relevant.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
        FINANCIAL CONDITIONS.

The following discussion should be read in conjunction with the information
contained in the financial statements of the Company and the Notes thereto
appearing elsewhere herein.

Results of Operations

The Company incorporated in Colorado. Its principal business included
acquisition of and management of real property assets. The Company was
administratively dissolved by the Colorado Secretary of State effective January
1, 1991, and the registrant has been dormant since then. The Company was
reinstated by the Secretary of State of Colorado effective October 13, 2004.

In the year 2004, management, in an effort to salvage value for the sake of
their shareholders and therefore optimize their interests, decided to structure
the Company as a potential merger candidate or "blank check" company. It caused
to be filed five years of the most recent annual audited financial statements of
the Company so as to resume reporting status.

The Company believes that while there is some doubt as to the Company's
continuance as a going concern, its success is dependent upon its ability to
meet its financing requirements and the success of its future operations or
completion of a successful business combination. Management believes that
actions planned and presently being taken to revise the Company's operating and
financial requirements provide the opportunity to the Company to continue as a
going concern.

In the opinion of legal counsel there are no known outstanding judgments against
the Company, nor any pending litigation.

Since 1989, the Company has ceased all substantive operations.

Liquidity and Capital Resources.

From the Company's date of incorporation until November 30, 2004, the Company
had issued and outstanding an aggregate of 2,337,077 (pre-split) shares of its
common stock. On November 30, 2004, the Company issued 2,400,000 shares (which
amount is included in the aggregate 4,732,077 issued and outstanding, prior to
the one for five reverse stock split which would effectively reduce the
outstanding shares to 946,416) for $30,000 cash. Pride has also agreed to advise
the Company as to potential business combinations.

The Company has no operating history as a "blank check" company and no material
assets.


                                       6
<PAGE>



ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.



                          INDEX TO FINANCIAL STATEMENTS

                                Marwich II, Ltd.
                                ----------------
                          (A Development Stage Company)



                              FINANCIAL STATEMENTS

                                      with

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


   Report of Independent Registered Public Accounting Firm              F-2

   Financial Statements:

            Balance Sheet                                               F-3

            Statements of Operations                                    F-4

            Statement of Changes in Stockholders' Equity                F-5

            Statements of Cash Flows                                    F-6

            Notes to Financial Statements                               F-7







                                       F-1
<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------

The Board of Directors
Marwich II, Ltd.
Denver, CO

We have audited the accompanying balance sheet of Marwich II, Ltd. as of January
31, 2006, and the related statements of operations, stockholders' equity and
cash flows for the years ended January 31, 2006 and 2005, and the period from
October 13, 2004 (date of development stage) through January 31, 2006. 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 audits 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. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides 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 Marwich II, Ltd. (a
development-stage company) as of January 31, 2006, and the results of its
operations, changes in its stockholders' equity and its cash flows for the years
ended January 31, 2006 and 2005, and the period from October 13, 2004 (date of
development stage) through January 31, 2006, in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As described in Note 1, 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's
plans as to these matters are also described in Note 1. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.



Miller and McCollom
Certified Public Accountants
4350 Wadsworth Blvd., Suite 300
Wheat Ridge, CO 80033

May 5, 2006



                                       F-2
<PAGE>



                                MARWICH II, LTD.
                                ----------------
                          (A Development Stage Company)

                                  BALANCE SHEET
                                January 31, 2006

                                     ASSETS


Current Assets:

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

TOTAL ASSETS                                                 $  10,794
                                                             =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable, related party                            $   1,200
                                                             ---------
Total Current Liabilities                                        1,200
                                                             ---------
TOTAL LIABILITIES                                                1,200
                                                             ---------

Stockholders' Equity:
  Common stock, no par value
   100,000,000 shares authorized,
   946,416 issued and outstanding                              333,567
   Accumulated (deficit)                                      (303,567)
   Accumulated (deficit) during the development stage           20,406)
                                                             ---------

TOTAL STOCKHOLDERS' EQUITY                                       9,594
                                                             ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $  10,794
                                                             =========



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

                                       F-3
<PAGE>
<TABLE>
<CAPTION>


                                MARWICH II, LTD.
                                ----------------
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS


                                                                          For the Period
                                                                         from October 13,
                                                                           2004 (date of
                                                                            development
                                              For the Year Ended           stage through
                                                 January 31,                January 31,
                                            2006             2005              2006
                                      --------------    --------------    --------------
<S>                                   <C>               <C>               <C>

Revenue                               $         --      $         --      $         --
                                      --------------    --------------    --------------



Expenses:
   Professional fees                           8,655             9,710            18,365
   Administrative and other                    1,034             1,007             2,041
                                      --------------    --------------    --------------
                                               9,689            10,717            20,406
                                      --------------    --------------    --------------

Net (Loss)                            $       (9,689)   $      (10,717)   $      (20,406)
                                      --------------    --------------    --------------

Per Share                             $         (.01)   $         (.02)   $         (.02)
                                      ==============    ==============    ==============

Weighted Average Shares Outstanding          946,416           566,416           915,448
                                      ==============    ==============    ==============

</TABLE>







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

                                       F-4
<PAGE>
<TABLE>
<CAPTION>

                                MARWICH II, LTD.
                                ----------------
                          (A Development Stage Company)


                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
          For the Period from February 1, 2004 through January 31, 2006

                                                                                                          Accumulated
                                                                                                           (Deficit)
                                                                                                          during the
                                       Preferred       Stock       Common       Stock      Accumulated    development
                                       No./Shares     Amount     No./Shares     Amount      (Deficit)        stage         Total
                                       ----------   ----------   ----------   ----------   -----------    -----------   -----------
<S>                                    <C>          <C>          <C>          <C>          <C>            <C>           <C>
Balance at February 1, 2004                  --     $     --        466,416   $  303,567      (303,567)   $      --     $      --

Stock issued for cash at $0.06               --           --        480,000       30,000          --             --          30,000

Net loss-year ended January 31, 2005         --           --           --           --            --          (10,717)      (10,717)
                                       ----------   ----------   ----------   ----------   -----------    -----------   -----------

Balance at January 31, 2005                  --           --        946,416      333,567      (303,567)       (10,717)       19,283

Net loss-year ended January 31, 2006         --           --           --           --            --           (9,689)       (9,689)
                                       ----------   ----------   ----------   ----------   -----------    -----------   -----------

Balance at January 31, 2006                  --     $     --        946,416   $  333,567   $  (303,567)   $   (20,406)  $     9,594
                                       ==========   ==========   ==========   ==========   ===========    ===========   ===========
</TABLE>



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




                                       F-5
<PAGE>
<TABLE>
<CAPTION>


                                MARWICH II, LTD.
                                ----------------
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS


                                                                                For the Period
                                                                               from October 13,
                                                                                 2004 (date of
                                                                                  development
                                                    For the Year Ended           stage through
                                                       January 31,                January 31,
                                                  2006             2005              2006
                                            --------------    --------------    --------------
<S>                                         <C>               <C>               <C>
Cash Flows from Operating Activities:
 Net (Loss)                                 $       (9,689)   $      (10,717)   $      (20,406)
 Adjustment to reconcile net (loss)
 to net cash provided by operating
  activities:
    Increase in accounts payable                       552               648             1,200
                                            --------------    --------------    --------------

  Net Cash (Used in) Operating Activities           (9,137)          (10,069)          (19,206)
                                            --------------    --------------    --------------


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


Cash Flows from Financing Activities:
   Issuance of stock for cash                         --              30,000            30,000
                                            --------------    --------------    --------------
Net Cash Provided by Financing Activities             --              30,000            30,000
                                            --------------    --------------    --------------

Increase (decrease)  in Cash                        (9,137)           19,931            10,794

Cash, Beginning of Period                           19,931              --                --
                                            --------------    --------------    --------------

Cash, End of Period                         $       10,794    $       19,931    $       10,794
                                            ==============    ==============    ==============


Interest Paid                               $         --      $         --      $         --
                                            ==============    ==============    ==============



Income Taxes Paid                           $         --      $         --      $         --
                                            ==============    ==============    ==============
</TABLE>



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



                                       F-6
<PAGE>

                                MARWICH II, LTD.
                                ----------------
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                January 31, 2006

(1)      Summary of Accounting Policies, and Description of Business
         -----------------------------------------------------------

This summary of significant accounting policies of Marwich II, Ltd. (Company) is
presented to assist in understanding the Company's financial statements. The
financial statements and notes are representations of the Company's management
who is responsible for their integrity and objectivity. These accounting
policies conform to generally accepted accounting principles in the United
States of America and have been consistently applied in the preparation of the
financial statements.

         (a)      Organization and Description of Business
                  ----------------------------------------

         The Company was incorporated as on August 16, 1983 under the laws of
         the State of Colorado.

         The Company was in the business of acquiring, managing, and selling
         residential, rental, and commercial real estate. On January 1, 1991,
         the Company was dissolved, by administrative action of the Colorado
         Secretary of State, as a result of non-filing of required documents
         with the State of Colorado. Since January 1, 1991, the Company has not
         engaged in any operations and has been dormant.

         Effective October 13, 2004, the Company reinstated its charter and
         commenced activities to become reporting with the SEC with the
         intention to become a publicly trading company.

         (b)      Use of Estimates in the Preparation of Financial Statements
                  -----------------------------------------------------------

         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 revenue and expenses during the reporting period.
         Actual results could differ from those estimates.

         (c)      Per Share Information
                  ---------------------

         The computation of loss per share of common stock is based on the
         weighted average number of shares outstanding during the periods
         presented.

         (d)      Basis of Presentation - Going Concern
                  -------------------------------------

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

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

         Management has opted to resume the filing of Securities and Exchange
         Commission (SEC) reporting documentation and then to seek a business
         combination. (See Note 5) Management believes that this plan provides
         an opportunity for the Company to continue as a going concern.

                                       F-7
<PAGE>

                                MARWICH II, LTD.
                                ----------------
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                January 31, 2006

(1)      Summary of Accounting Policies, Continued
         -----------------------------------------

         (e)      Recently Enacted Accounting Standards
                  ------------------------------------

         Statement of Financial Accounting Standards ("SFAS") No. 151,
         "Inventory Costs - an amendment of ARB No. 43, Chapter 4", SFAS No.
         152, "Accounting for Real Estate Time-Sharing Transactions - an
         amendment of FASB Statements No. 66 and 67", SFAS No. 153, "Exchanges
         of Nonmonetary Assets - an amendment of APB Opinion No. 29", and SFAS
         No. 123 (revised 2004), "Share-based Payment", were recently issued.
         These standards have no current applicability to the Company or their
         effect on the financial statements would have been insignificant.

         (f)      Risks and Uncertainties
                  -----------------------

         The Company is subject to substantial business risks and uncertainties
         inherent in starting a new business. There is no assurance that the
         Company will be able to complete a business combination.

         (g)      Revenue Recognition
                  -------------------

         The Company has had no revenue to date.

         (h)      Cash and Cash Equivalents
                  -------------------------

         The Company considers cash and cash equivalents to consist of cash on
         hand and demand deposits in banks with an initial maturity of 90 days
         or less.

         (i)      Fair Value of Financial Instruments
                  -----------------------------------

         Financial Accounting Standards Board ("FASB") issued Statement of
         Financial Accounting Standards No. 107 ("SFAS 107"), "Disclosures About
         Fair Value of Financial Instruments." SFAS 107 requires disclosure of
         fair value information about financial instruments when it is
         practicable to estimate that value. The carrying amount of the
         Company's cash, cash equivalents, accounts payable-related party
         approximate their estimated fair values due to their short-term
         maturities.

         (j)      Income taxes
                  ------------

         The Company records deferred taxes in accordance with Statement of
         Financial Accounting Standards (SFAS) 109, "Accounting for Income
         Taxes." The statement requires recognition of deferred tax assets and
         liabilities for temporary differences between the tax bases of assets
         and liabilities and the amounts at which they are carried in the
         financial statements, the effect of net operating losses, based upon
         the enacted tax rates in effect for the year in which the differences
         are expected to reverse. A valuation allowance is established when
         necessary to reduce deferred tax assets to the amount expected to be
         realized.

         (k)      Development Stage Enterprise
                  ----------------------------

         Based upon the Company's business plan, it is a development stage
         enterprise since planned principal operations have not yet commenced.
         Accordingly, the Company presents its financial statements in
         conformity with the accounting principals generally accepted in the
         United States of America that apply in establishing operating
         enterprises. As a development state enterprise, the Company discloses
         the deficit accumulated during the development stage and the cumulative
         statements of operations and cash flows from commencement of
         development stage to the current balance sheet date. The development
         stage began October 13, 2004 when the Company was reinstated as a
         Colorado corporation.


                                       F-8
<PAGE>
<TABLE>
<CAPTION>

                                MARWICH II, LTD.
                                ----------------
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                January 31, 2006

(1)     Summary of Accounting Policies, Continued
        -----------------------------------------

        (l)      Other
                 -----

        The Company has selected January 31 as its fiscal year end.

        The company has paid no dividends.

        No advertising expense has been incurred.

        The Company consists of one reportable business segment.

        The Company has not entered into any leases.

(2)     Income Taxes
        ------------

The Company has an estimated net operating loss carry forward of approximately
$8,900 and $0 at December 31, 2005 and 2004, respectively, to offset future
taxable income. The net operating loss carry forward if not used, will expire in
various years through 2025. The net operating loss carry forward prior to the
year ended December 31, 2005 has expired or is restricted due to the change in
ownership. No deferred income taxes have been recorded because of the
uncertainty of future taxable income to be offset.

The Company's deferred tax assets, valuation allowance, and change in valuation
allowance are as follows:


                    Estimated              Estimated                Change in
                   NOL Carry-     NOL     Tax Benefit   Valuation   Valuation   Net Tax
  Period Ending     forward     Expires     from NOL    Allowance   Allowance   Benefit
<S>                <C>          <C>       <C>           <C>         <C>         <C>
January 31, 2006     20,400       2026       3,800       (3,800)     (1,800)      --
January 31, 2005     10,700       2025       2,000       (2,000)     (2,000)      --
</TABLE>

         Income taxes at the statutory rate are reconciled to the Company's
actual income taxes as follows:

        Income tax benefit at statutory rate resulting from
        net operating loss carry forward                                (15%)
        State tax benefit, net of federal benefit                      (3.5%)
        Deferred income tax valuation allowance                        18.5%
                                                                     ----------
        Actual tax rate                                                   0%
                                                                     ==========

(3)      Common Stock Issued
         -------------------

In October 1983, at inception, the Company issued 2,200,000 shares of common
stock to two officers of the Company. Prior to January 31, 1984, an additional
130,537shares of common stock were issued. During February 1984, an additional
1,540 shares of common stock were issued.

On November 30, 2004, the Company issued 2,400,000 (pre reverse split) shares of
its common stock to Pride Equities, Inc. (Pride), representing 50.717% of its
common stock outstanding at November 30, 2004, in exchange for $30,000 cash.
Pride has also agreed to advise the Company as to potential business
combinations. This transaction resulted in a change in control of the Company.

                                       F-9
<PAGE>


                                MARWICH II, LTD.
                                ----------------
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                January 31, 2006

(3)      Common Stock Issued, continued
         ------------------------------

As of January 31, 2006, the Company's Articles of Incorporation, as amended,
authorized the issuance of up to 100,000,000 shares of no par value common stock
and up to 1,000,000 shares of $0.01 par value preferred stock. As of January 31,
2006, there were 946,416 shares of common stock issued and outstanding and there
were no preferred shares issued or outstanding.

(4)      Reverse Split
         -------------

Effective November 30, 2004, the Company effected a reverse split of its common
stock on a one for five basis. All references to common stock in the financial
statements have been retroactively given effect for this split.













                                      F-10
<PAGE>

ITEM 8A. CONTROLS AND PROCEDURES

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

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

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


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT.

OFFICERS AND DIRECTORS

The following table sets forth certain information concerning each of the
Company's directors and executive officers:

NAME                            AGE             POSITION

Michael Schumacher              56          President, Treasurer, Director and
                                              Chief Financial Officer

Peter Porath                    73          Vice-President and Director


George Powell                   80          Secretary and Director


Michael Schumacher has been President, Treasurer, Chief Financial Officer and a
Director of the Company since October 2004. Mr. Schumacher was President and
Chairman of the Board of Prime Rate Income and Dividend Enterprises, Inc., a
public company, until December 2002. Mr. Schumacher was a director and officer
of Sun Vacation Properties Corporation (formerly Commonwealth Equities, Inc.), a
public company, from November 2000 until February 2001, and a director and
officer of Vacation Ownership Marketing, Inc., a public company) from May 2000
until August 2001. Since January 2003, Mr. Schumacher has been Vice-President
and a Director of Federal Mortgage Corporation of Puerto Rico, an inactive
public company. He is also, since June 2003, a Vice-President and Director of
National Superstars, Inc, an inactive pubic company. Mr. Schumacher is
President, Chairman of the Board, and controlling shareholder of Pride, Inc. and
its wholly-owned subsidiaries, including Pride Equities, Inc. Pride, Inc. and
its subsidiaries are primarily in the real estate investment business. Mr.
Schumacher is President and Treasurer of Birch Branch, Inc. Mr. Schumacher is
also a Director and President of Schumacher & Associates, Inc., a certified
public accounting firm located in Denver, Colorado that provides audit services,
principally to public companies on a national basis throughout the U.S.A. Mr.
Schumacher is a Certified Public Accountant, Certified Management Accountant and
an Accredited Financial Planning Specialist. Mr. Schumacher has a Bachelor of
the Sciences Degree in Business Administration with a major in accounting from
the University of Nebraska at Kearney and a Masters in Business Administration
from the University of Colorado.

Peter Porath has been Vice-President and a director of the Company since October
2004. Since January 2003, Mr. Porath has been President and a Director of
Federal Mortgage Corporation of Puerto Rico, an inactive public company. He is
also, since June 2003, a President and Director of National Superstars, Inc, an
inactive pubic company. Mr. Porath was a director of Sun Vacation Properties
Corporation (formerly Commonwealth Equities, Inc.), a public company, and was
President from November 2000 until February 2001. Mr. Porath was a director and
president of Vacation Ownership Marketing, Inc., (a public company) from May
2000 until August 2001. Mr. Porath was a director for Plants For Tomorrow, an
environmental mitigation concern through the years from 1989-1991. From 1990
through 2001, Mr. Porath, semi-retired operated a retail magic supply store in
Fort Lauderdale, Florida, Merlin's Festival of Magic. From 1978 to 1979, Mr.
Porath was executive vice-president and director of International Resort
Properties, Inc., a timesharing company in Hillsboro Beach, Florida where he was
responsible for the development of a 20-unit project. Prior to 1978, Mr. Porath
was Vice President of Investment Corporation of Florida, a public company on the
American Stock Exchange, and developer of Wellington and Palm Beach Polo, now a
city of 40,000 people. Prior to this, Mr. Porath was President of San Andros,
Inc., doing real estate workouts for the Bank of Virginia; Vice-President of
Magnuson Corp., a real estate developer; Supervisor of Customer Service for
General Development Corp., a New York Stock Exchange Company; and Assistant to
the Vice-President of Moody's Investors Service, Chicago, now a New York Stock
Exchange Company. Mr. Porath attended Syracuse University in the U.S. Air Force
Security Service and holds a Bachelor of the Arts Degree in English from Ripon
College and a Juris Doctor from De Paul University in Chicago.


                                       7
<PAGE>

George A. Powell has been Secretary and a Director of the Company since October
2004. Mr. Powell has been a director, secretary and vice-president of PRIDE,
Inc. Mr. Powell was previously, until September 22, 1999, a director, secretary
and vice-president of Rocky Mountain Power Co., a public reporting company. Mr.
Powell was previously, until November 12, 2002, a director, secretary and
vice-president of Prime Rate Income & Dividend Enterprises, Inc. (PIDV). Mr.
Powell is currently a director, secretary, and vice-president of Birch Branch,
Inc. Mr. Powell was previously a director and president of Continental Investors
Life, Inc., a public reporting insurance company. Since Mr. Powell's retirement
from the insurance business in 1988, he has been self-employed as a business
consultant.

SIGNIFICANT EMPLOYEES

The Company has no regular employees. Michael Schumacher, Peter Porath, and
George A. Powell each devote approximately 5% of their time to the Company's
business.

ITEM 10. EXECUTIVE COMPENSATION.

Presently, none of the Company's current officers or directors received any
compensation for their respective services rendered unto the Company, nor have
they received such compensation in the past 14 years. They all have agreed to
act without compensation until authorized by the Board of Directors, which is
not expected to occur until the Company has generated revenues from operations
after consummation of a merger or acquisition. The Company currently has no
funds available to pay officers or directors. Further, none of the officers or
directors are accruing any compensation pursuant to any agreement with the
Company.

It is possible that, after the Company successfully consummates a merger or
acquisition with an unaffiliated entity, that entity may desire to employ or
retain one or a number of members of the Company's management for the purposes
of providing services to the surviving entity, or otherwise provide other
compensation to such persons. However, the Company has adopted a policy whereby
the offer of any post-transaction remuneration to members of management will not
be a consideration in the Company's decision to undertake any proposed
transaction. Each member of management has agreed to disclose to the Company's
Board of Directors any discussions concerning possible compensation to be paid
to them by any entity that proposes to undertake a transaction with the Company
and further, to abstain from voting on such transaction. Therefore, as a
practical matter, if each member of the Company's Board of Directors is offered
compensation in any form from any prospective merger or acquisition candidate,
the proposed transaction will not be approved by the Company's Board of
Directors as a result of the inability of the Board to affirmatively approve
such a transaction.

It is possible that persons associated with management may refer a prospective
merger or acquisition candidate to the Company. In the event the Company
consummates a transaction with any entity referred by associates of management,
it is possible that such an associate will be compensated for their referral in
the form of a finder's fee. It is anticipated that this fee will be either in
the form of restricted common stock issued by the Company as part of the terms
of the proposed transaction, or will be in the form of cash consideration.
However, if such compensation is in the form of cash, such payment will be
tendered by the acquisition or merger candidate, because the Company has
insufficient cash available. The amount of such finder's fee cannot be
determined as of the date of this registration statement, but is expected to be
comparable to consideration normally paid in like transactions. No member of
management of the Company will receive any finder's fee, either directly or
indirectly, as a result of their respective efforts to implement the Company's
business plan outlined herein.

No retirement, pension, profit sharing, stock option or insurance programs or
other similar programs have been adopted by the Company for the benefit of its
employees.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information as of November 20, 2004
regarding the beneficial ownership of the Company's Common Stock by (i) each
stockholder known by the Company to be the beneficial owner of more than 5% of
the Company's Common Stock, (ii) by each Director and executive officer of the
Company and (iii) by all executive officer and Directors of the Company as a
group. Each of the persons named in the table has sole voting and investment
power with respect to Common Stock beneficially owned.

                                       8
<PAGE>

NAME AND ADDRESS                                NUMBER OF       PERCENTAGE
                                              SHARES OWNED      OF SHARES
                                             OR CONTROLLED        OWNED

Michael Schumacher, beneficially
Through Pride Equities, Inc.                    480,000          50.717%
Denver, Colorado


George A Powell                                   1,000           0.105%

All Officers and Directors as a Group           481,000          50.823%

Marq J. Warner                                  177,900           18.79%

Michael R. Deans                                177,900           18.79%

All Officers, Directors, and more than
5% owners, as a group                           836,800           88.42%

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In October 2004, The Board, appointed three new members and officers, Michael
Schumacher, George A. Powell and Peter Porath, shareholders of the firm. Pride
Equities, Inc. (Pride) and management likewise secured the services of Pride, a
consulting firm, which is expected to assist the company in its efforts to
salvage value for the benefit of its shareholders. The Company has opted to
become a "blank check" company and to further engage in any lawful corporate
undertaking, including, but not limited to, selected mergers and acquisitions.
Pride contributed $30,000.00 as paid in capital to the Company to pay costs of
current accounting and filings with the Securities and Exchange Commission so as
to reactivate the Company as a reporting company. Pride has also agreed to
advise the Company as to potential business combinations. In consideration for
these services and the capital contribution(s), the Company issued Pride
2,400,000, pre reverse split shares of its common stock, representing 50.717% of
its common stock outstanding as of November 30, 2004.

                                    PART IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a) Financial Statements are contained in Item 7.

(b) Reports on Form 8-K

No reports on Form 8-K have been filed during the last quarter of the period
covered by this report.

(c) Exhibits.

*3.1    Articles of Incorporation
*3.2    Bylaws of the Company
*10.1   Memo of Understanding between Pride Equities, Inc. and Marwich II, Ltd.

* These documents are rendered as previously filed and incorporated by reference
to the Company's previous filings with the Securities and Exchange Commission.

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

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

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

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

                                        9
<PAGE>

                                   SIGNATURES

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

Marwich II, Ltd.

Date August 22, 2006

By:


                                    MARWICH II, LTD.


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



Each person whose signature appears below appoints Timothy Morris his or her
attorney-in-fact, with full power of substitution and resubstitution, to sign
any and all amendments to this report on Form 10-KSB/A, Amendment No. 1, of
Marwich II, Ltd., and to file them, with all their exhibits and other related
documents, with the Securities and Exchange Commission, ratifying and confirming
all that their attorney-in-fact and agent or his or her substitute or
substitutes may lawfully do or cause to be done by virtue of this appointment.
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Issuer and in the capacities and on the dates
indicated:

<TABLE>
<CAPTION>

Name                     Title                                                  Date
<S>                      <C>                                                    <C>
-----------------------
/s/ Timothy Morris       Director and Chief Executive Officer                   August 22, 2006
-----------------------
Timothy Morris

/s/ William J. Maender   Director, Chief Financial Officer and Secretary        August 22, 2006
-----------------------
William J. Maender
</TABLE>

                                       10