**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-KSB**




**x ANNUAL
      REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES**


**EXCHANGE
      ACT OF 1934**




For
      the
      fiscal year ended January 31, 2007  *Commission
      file number: 000-51354*




**Marwich
      II, Ltd.**


(Name
      of
      Small Business Issuer in its charter)




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




203
      North
      LaSalle Street, Suite 2100, Chicago, IL 60601


(Address
      of principal executive offices)




Issuer's
      telephone number: (312) 264-2682




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




Securities
      registered under Section 12(g) of the Exchange 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 x NO o




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 o




Check
      whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
      Act). Yes x No o.




The
      issuer’s revenues for fiscal year end January 31, 2007 were $0.




Aggregate
      Market Value as of February 28, 2007: $ 6,305,126




Common
      Stock outstanding at February 28, 2007: 3,785,664




Transitional
      Small Business Disclosure Format (Check one): Yes o; No x







**TABLE
      OF CONTENTS**





Page**PART
                I**Special
                Note Regarding Forward-Looking Statements
            2Item
                1. Description of Business
            2Item
                2. Description of Property
            6Item
                3. Legal Proceedings
            6Item
                4. Submission of Matters to a Vote of Security Holders
            6**PART
                II**Item
                5. Market for Common Equity, Related Stockholder Matters and Small
                Business Issuer Purchases of Equity Securities
            6Item
                6. Management’s Discussion and Analysis or Plan of
                Operation
            7Item
                7. Financial Statements
            9Item
                8. Changes in and Disagreements with Accountants on Accounting and
                Financial Disclosure
            9Item
                8A. Controls and Procedures
            9Item
                8B. Other Information
            9**PART
                III**Item
                9. Directors, Executive Officers, Promoters and Control Persons,
                Compliance With Section 16(a) of the Exchange Act
            10Item
                10. Executive Compensation
            12Item
                11. Security Ownership of Certain Beneficial Owners and Management
                and
                Related Stockholder Matters
            12Item
                12. Certain Relationships and Related Transactions
            12Item
                13. Exhibits
            13Item
                14. Principal Accountant Fees and Services
            13Index
                to Financial Statements
            F-1SIGNATURES





1




**PART
      I**




**SPECIAL
      NOTE REGARDING FORWARD—LOOKING STATEMENTS**




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




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




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




**Item
      1. Description of Business**




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




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




Marwich
      has an authorized capitalization of 100,000,000 shares of common stock, no
      par
      value per share and 1,000,000 shares of preferred stock, $.01 par value per
      share. On November 30, 2004, the Company effected a one-for-five reverse stock
      split of its outstanding common stock and on June 2, 2006, the Company effected
      a three-for-one common stock dividend on the Company's common stock. All
      references to share numbers reflect these splits.




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




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




**Proposed
      Merger**





On
      June
      23, 2006, American Ethanol, Inc., a Nevada corporation (“American Ethanol”), a
      development stage company involved in the acquisition and/or construction and
      operation of plants primarily in the Midwestern U.S. for the manufacture and
      marketing of fuel grade ethanol and biodiesel, acquired approximately 88.3%
      of
      the outstanding common stock of the Company from three principal shareholders
      and directors of the Company for $675,000. In connection with this transaction,
      the officers and directors resigned and two members of American Ethanol’s
      management, Timothy S. Morris, its Chief Executive Officer (Mr. Morris resigned
      from American Ethanol and the Company effective February 28, 2007 and Eric
      A.
      McAfee was named as his replacement), and William J. Maender, its Chief
      Financial Officer, were named to the Company’s Board of Directors and as
      officers of the Company.





2


On
      June
      23, 2006, the Company and American Ethanol entered into an Agreement and Plan
      of
      Merger (the “Merger Agreement”), pursuant to which (i) American Ethanol has
      agreed to merge with and into the Company, with the Company being the surviving
      company and (ii) effective upon the Merger, the Company will change its name
      to
      American Ethanol, Inc. Pursuant to the Merger, (i) each issued and outstanding
      share of American Ethanol Common Stock (including Common Stock issued upon
      conversion of American Ethanol Series A Preferred Stock, which will
      automatically convert into Common Stock immediately prior to the closing of
      the
      Merger) will be converted into the right to receive one share of Common Stock
      of
      the Company, and (iii) each issued and outstanding warrant and option
      exercisable for common stock or preferred stock of American Ethanol will be
      assumed and converted into a warrant or option exercisable for common stock
      or
      preferred stock of the Company. The exercise prices and other terms of the
      outstanding warrants and options will remain unchanged. Subsequent to the Merger
      Agreement, American Ethanol has issued shares of Series B Preferred Stock
      and warrants exercisable for shares of Series B Preferred Stock. As of March
      31,
      2007, American Ethanol had 5,317,158 shares of Series B Preferred Stock
      outstanding and warrants exercisable for 424,381 shares of Series B Preferred
      Stock. The Company expects to issue one share of its Series B Preferred
      Stock in exchange for each issued and outstanding share of American Ethanol
      Series B Preferred Stock.





The
      consummation of the Merger with American Ethanol is currently anticipated to
      occur in the second quarter of 2007.




**Competition**




Until
      such time as the Merger is complete, 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.




**Employees**




The
      Company currently has no employees other than its two officers.




**RISK
      FACTORS**




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




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




3




*The
      Merger may fail to enhance shareholder value.*




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




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




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




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




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




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




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




4




*We
      cannot assure you that following the Merger, our common stock will be listed
      on
      NASDAQ or any other securities exchange.*




Following
      the Merger, we intend to seek the listing of our common stock on NASDAQ or
      the
      American Stock Exchange. However, we cannot assure you that following the
      Merger, we will be able to meet the initial listing standards of either of
      those
      or any other stock exchange, or that we will be able to maintain a listing
      of
      our common stock on either of those or any other stock exchange. After
      completing the Merger, until our common stock is listed on the NASDAQ or another
      stock exchange, we expect that our common stock would be eligible to trade
      on
      the OTC Bulletin Board, another over-the-counter quotation system, or on the
      “pink sheets,” where our stockholders may find it more difficult to dispose of
      shares or obtain accurate quotations as to the market value of our common stock.
      In addition, we would be subject to an Securities and Exchange Commission rule
      that, if it failed to meet the criteria set forth in such rule, imposes various
      practice requirements on broker-dealers who sell securities governed by the
      rule
      to persons other than established customers and accredited investors.
      Consequently, such rule may deter broker-dealers from recommending or selling
      our common stock, which may further affect its liquidity. This would also make
      it more difficult for us to raise additional capital following a business
      combination.




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




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




*Risks
      relating to low priced stocks.*




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




*Shareholder
      control over management.*




As
      indicated elsewhere herein, 88.3% of all the issued and outstanding capital
      stock of the Company is owned by American Ethanol, Inc. and the Company’s
      officers are also officers of American Ethanol. Consequently, our majority
      shareholder, American Ethanol, has the ability to influence control of the
      operations of the Company and will have the ability to influence or control
      substantially all matters submitted to stockholders for approval,
      including:




5




·
            Election
                of the board of directors;


·
            Removal
                of any directors;


·
            Amendment
                of the Company’s certificate of incorporation or bylaws; and


·
            Adoption
                of measures that could delay or prevent a change in control or impede
                a
                merger, takeover or other business combination.




This
      stockholder will thus have substantial influence over our management and affairs
      and existing and future stockholders of the Company possess no practical ability
      to remove management or effect the operations of the business of the Company.




**Item
      2. Description of Property.**




The
      Company neither rents nor owns any properties. The Company utilizes the office
      space and equipment of its management at no cost. Management estimates such
      amounts to be immaterial. The Company currently has no policy with respect
      to
      investments or interests in real estate, real estate mortgages or securities
      of,
      or interests in, persons primarily engaged in real estate
      activities.




**Item
      3. Legal Proceedings.**




Presently,
      there are no pending legal proceedings to which the Registrant is a party or
      as
      to which any of its property is subject, and no such proceedings are known
      to
      the Registrant to be threatened or contemplated against it.




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




None.




**PART
      II**




**Item
      5. Market For Common Equity And Related Stockholder Matters.**




**Market
      Information**




Our
      common stock has been traded on the OTC Bulletin Board over-the-counter market
      since May 2006 under the symbol "MWII." The following table sets forth the
      high
      and low bid prices for our common stock on the OTC Bulletin Board
      over-the-counter market from May 1, 2006. The source of these quotations are
      Yahoo.com/Finance. The bid prices are inter-dealer prices, without retail
      markup, markdown or commission, and may not reflect actual
      transactions.




Quarter
                  Ending
            High
                Bid
            Low
                BidJuly
                31, 2006
            22.75
            15.00October
                31, 2006
            24.00
            12.50January
                31, 2007
            17.50
            10.10




**Shareholders
      Of Record**




As
      of
      January 31, 2007, there were approximately 7 holders of record of our common
      stock, not including holders who hold their shares in street name.




6


**Dividends**




We
      have
      never paid cash dividends on our common stock. We intend to keep future
      earnings, if any, to finance the expansion of our business, and we do not
      anticipate that any cash dividends will be paid in the foreseeable future.
      Our
      future payment of dividends will depend on our earnings, capital requirements,
      expansion plans, financial condition and other relevant factors. Our retained
      earnings deficit currently limits our ability to pay dividends.




**Securities
      Authorized For Issuance Under Equity Compensation Plans**




The
      Company has no equity compensation plans.




**Item
      6. Management's Discussion And Analysis or Plan of Operation.**




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.




The
      Company’s cash requirements are limited to amounts required for the payment of
      professional fees in connection with meeting the Company’s requirements under
      the Securities Exchange Act. The Company expects these fees and expenses will
      be
      advanced by American Ethanol, Inc. and will be recorded as an accounts payable
      on its Balance Sheet. The Company has not and does not expect to (i) conduct
      any
      product research and development; (ii) purchase any plant or significant
      equipment; or (iii) have any expected significant changes in the number of
      employees, until the consummation of the merger with American
      Ethanol.




The
      Company has no off-balance sheet arrangements.




**Ability
      to Continue as a Going Concern**




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




On
      June
      23, 2006, American Ethanol acquired approximately 88.3% of the outstanding
      common stock of the Company from three principal shareholders and directors
      of
      the Company for $675,000. In connection with this transaction, the three
      directors of the Company resigned from the board and members of American
      Ethanol’s management were named to the Company’s Board of Directors and as
      officers of the Company.





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





7


The
      Company currently has 3,785,664 shares of common stock issued and outstanding,
      of which American Ethanol owns 3,343,200 shares (or 88.3%). Assuming no
      shareholder of either American Ethanol or the Company elects dissenters' rights
      and that the capitalization of either company does not change prior to the
      closing of the Merger, in the Merger (i) all of the shares of the Company held
      by American Ethanol will be cancelled, and (ii) the Company will issue to the
      shareholders of American Ethanol in the aggregate (a) approximately 84.7 million
      shares of common stock in exchange for all the currently issued and outstanding
      shares of American Ethanol common stock (b) the Company will assume warrants
      and
      options exercisable for an additional 1,090,000 shares of common stock and
      (c)
      the Company will issue shares of Series B Preferred with terms identical to
      the
      terms of American Ethanol’s outstanding Series B Preferred on a one-for-one
      basis. As of March 31, 2007, American Ethanol had 5,317,158 shares of Series
      B
      Preferred Stock outstanding and warrants exercisable for an additional 424,381
      shares of Series B Preferred Stock. As a result, immediately following the
      Merger, on a fully-diluted basis the Company will have approximately 92
      million shares of common stock outstanding. After the Merger, the original
      shareholders of the Company will hold less than 0.5% of the issued and
      outstanding shares of the Company’s common stock on a fully diluted basis.





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





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





**Recent
      Accounting Pronouncements**






In
      July
      2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes—an interpretation of FASB Statement No. 109” (“FIN 48”), which
      prescribes a recognition threshold and measurement process for recording in
      the
      financial statements, uncertain tax positions taken or expected to be taken
      in a
      tax return. In addition, FIN 48 provides guidance on the derecognition,
      classification, accounting in interim periods and disclosure requirements for
      uncertain tax positions. The Company will adopt FIN 48 effective January 1,
      2007
      and is currently in the process of evaluating the potential impact of FIN 48
      on
      its consolidated financial statements.




8




**Item
      7. Financial Statements.**




Financial
      Statements are listed in the Index to Consolidated Financial Statements on
      page
      F-1 of this Report.




**Item
      8. Changes in and Disagreements with Accountants on Accounting and Financial
      Disclosure.**





On
      June
      27, 2006, the Company’s independent accountants, Miller and McCollom, Certified
      Public Accountants, were formally dismissed as auditors for the Company and
      McGladrey & Pullen, LLP, Certified Public Accountants were engaged as the
      principal accountant to audit the financial statements of the Company. There
      were no disagreements with Miller and McCollom, Certified Public Accountants
      on
      any matter of accounting principles or practices, financial statement
      disclosure, or auditing scope or procedure, which disagreements, if not resolved
      to the satisfaction of the former accountants, would have caused it to make
      reference to the subject matter of the disagreements in connection with its
      report.





Effective
      November 13, 2006, McGladrey & Pullen, LLP resigned as the independent
      auditors of the Company. McGladrey & Pullen, LLP did not issue any audit
      report on the Company's financial statements. During the period between
      McGladrey & Pullen, LLP’s appointment as the Company’s independent auditors
      up to their resignation, there were no disagreements with McGladrey &
Pullen, LLP, Certified Public Accountants on any matter of accounting principles
      or practices, financial statement disclosure, or auditing scope or
      procedure.





On
      November 13, 2006, the Company engaged BDO Seidman, LLP, Certified Public
      Accountants (“BDO”) as the principal accountant to audit the financial
      statements of both American Ethanol, Inc. and the Company.




**Item
      8A. Controls and Procedures.**





The
      Company’s management is responsible for establishing and maintaining a system of
      disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
      under the Exchange Act) that is designed to ensure that information required
      to
      be disclosed by the Company in the reports that the Company files or submits
      under the Exchange Act is recorded, processed, summarized and reported, within
      the time periods specified in the Commission’s rules and forms. Disclosure
      controls and procedures include, without limitation, controls and procedures
      designed to ensure that information required to be disclosed by an issuer in
      the
      reports that it files or submits under the Exchange Act is accumulated and
      communicated to the issuer’s management, including its principal executive
      officer or officers and principal financial officer or officers, or persons
      performing similar functions, as appropriate to allow timely decisions regarding
      required disclosure.





In
      accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was
      completed under the supervision and with the participation of the Company’s
      management, including the Company’s President, Principal Financial Officer and
      Secretary, of the effectiveness of the design and operation of the Company’s
      disclosure controls and procedures as of the end of the period covered by this
      Annual Report. Based on that evaluation, the Company’s management including the
      President, Principal Financial Officer and Secretary, concluded that the
      Company’s disclosure controls and procedures were effective in providing
      reasonable assurance that information required to be disclosed in the Company’s
      reports filed or submitted under the Exchange Act was recorded, processed,
      summarized, and reported within the time periods specified in the Commission’s
      rules and forms. There have been no changes to the Company’s internal control
      over financial reporting that occurred during the last fiscal quarter of the
      year ended January 31, 2007, that materially affected, or were reasonably likely
      to materially affect, our internal control over financial reporting.





9


**Item
      8B. Other Information.**





None.





**PART
      III**





**Item
      9. Directors, Executive Officers, Promoters and Control Persons; Compliance
      with
      Section 16(a) of the Exhange Act.**





(a) **Identification
      of Directors and Executive Officers** ***.***
      The following table sets forth certain information regarding the Company’s
      directors and executive officers:





**Name**
            **Age**
            **Position**
            **Director
                Since**Eric
                A. McAfee
            43
            President
                and Chief Executive Officer, Director
            February
                28, 2007 to presentTimothy
                S. Morris(1)
            47
            President
                and Chief Executive Officer, Director
            June
                23, 2006 thru February 28, 2007William
                J. Maender
            60
            Chief
                Financial Officer and Secretary, Director
            June
                23, 2006 thru Present





(1)
      Mr.
      Morris resigned as the Company’s Chief Executive Officer and as a member of the
      Company’s board of directors effective February 28, 2007.





The
      Company’s officers and directors are elected annually for a one year term or
      until their respective successors are duly elected and qualified or until
      their earlier resignation or removal.





**Eric
      A. McAfee Chief Executive Officer**  **and
      Director.** Mr.
      McAfee was appointed to the Company’s Board of Directors and as the Company’s
      Chief Executive Officer effective February 28, 2007. Mr. McAfee is a co-founder
      and, since 2001, has been a Managing Director, of Cagan McAfee Capital Partners,
      LLC, a technology-focused private equity firm in Cupertino, California. Mr.
      McAfee is the founder of and, since February 2006, has served as the Executive
      Chairman of the Board of American Ethanol, Inc. In 2003, Mr. McAfee co-founded
      Pacific Ethanol (Nasdaq: PEIX) and served as a member of its board of directors
      from 2003 to 2005. Since 1993, Mr. McAfee has served as a member of the Board
      of
      Directors of the California Manufacturers & Technology Association. Mr.
      McAfee has served as Entrepreneur in Residence at FSU and The Wharton School
      of
      Business. Mr. McAfee graduated as the Dean’s Medalist from the Fresno State
      University business school in 1986. Mr. McAfee is a 1993 graduate of the
      Stanford Graduate School of Business Executive Program and is a graduate of
      the
      Harvard Business School Private Equity and Venture Capital program.





**William
      J. Maender, Chief Financial Officer, Secretary and Director.** Mr.
      Maender has served as Chief Financial Officer and Secretary of the Company
      since
      June 23, 2006. Mr. Maender has been the Chief Financial Officer and Secretary
      of
      American Ethanol, Inc. since January 2006. From 2002 to December 2005, Mr.
      Maender was Vice President and Chief Financial Officer of Applied Tech Products,
      a privately held contract manufacturer of injection molded plastic and rubber
      products. From 2000 to 2002, Mr. Maender was the Vice President and Chief
      Financial Officer of Lombard Technologies, Inc. a privately held contract metal
      finishing company. Mr. Maender holds a BS degree in accounting from Quincy
      University and a MBA in Finance from Southern Illinois University.





10


**(b)
      Significant Employees.**





As
      of the
      date hereof, the Company has no significant employees.





**(c)
      Family Relationships.**





None.





**(d)
      Involvement in Certain Legal Proceedings.**





There
      have been no events under any bankruptcy act, no criminal proceedings and no
      judgments, injunctions, orders or decrees material to the evaluation of the
      ability and integrity of any director, executive officer, promoter or control
      person of Registrant during the past five years.





**Compliance
      with Section 16(a) of the Exchange Act**





Section 16(a)
      of the Exchange Act requires the Company’s directors and officers, and persons
      who beneficially own more than 10% of a registered class of the Company’s equity
      securities, to file reports of beneficial ownership and changes in beneficial
      ownership of the Company’s securities with the Securities and Exchange
      Commission on Forms 3, 4 and 5. Officers, directors and greater than 10%
      stockholders are required by Securities and Exchange Commission regulation
      to
      furnish the Company with copies of all Section 16(a) forms they file.





Based
      solely on the Company’s review of the copies of the forms received by it during
      the fiscal year ended January 31, 2007 and written representations that no
      other
      reports were required, the Company believes that the following persons who,
      at
      any time during such fiscal year, was a director, officer or beneficial owner
      of
      more than 10% of the Company’s common stock failed to comply with all
      Section 16(a) filing requirements during such fiscal year:





**Name**
            **Number
                of Late Reports***
            **Number
                of Transactions Not**
              **Reported
                on a Timely Basis****Officers
                and Directors**Timothy
                S. Morris
            1
            1William
                J. Maender
            1
            1**10%
                Holders**American
                Ethanol, Inc.
            1
            1George
                A. Powell
            1
            1Michael
                A. Schumacher
            1
            1Peter
                Porath
            1
            1Marq
                J. Warner
            1
            1Michael
                R. Deans
            1
            1


*The
      foregoing individuals failed to timely file a Form 3





**Code
      of Ethics**





Given
      that the Company has no current business operations, we have not adopted a
      Code
      of Business Conduct and Ethics that applies to our principal executive officer,
      principal financial officer, principal accounting officer or controller, or
      persons performing similar functions in that our officers serve in all the
      above
      capacities.





**Nominating
      Committee**





Given
      that the Company has no current business operations, we do not have a standing
      nominating committee or committee performing similar functions. We have not
      adopted any procedures by which security holders may recommend nominees to
      our
      Board of Directors.





11


**Audit
      Committee**





The
      Board
      of Directors acts as the audit committee. The Company relies on Mr. Maender,
      its
      Chief Financial Officer as its qualified financial expert at this time due
      to
      the limited activities of the Company.





**Item
      10. Executive Compensation.**





No
      cash
      or equity compensation was paid by the Company to any of its officers for
      services rendered during the fiscal years ended January 31, 2006 and January
      31,
      2007.





**Director
      Compensation**





We
      do not
      currently pay any cash or equity compensation to our directors, but we pay
      directors' expenses in attending board meetings. During the year ended January
      31, 2007, no director expenses were reimbursed.





**Employment
      Agreements**





The
      Company is not a party to any employment agreements.





**Item
      11. Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.**





The
      following tables set forth certain information as of February 28, 2007,
      regarding (i) each person known by the Company to be the beneficial owner of
      more than 5% of the outstanding shares of Common Stock, (ii) each director,
      nominee and executive officer of the Company and (iii) all officers and
      directors as a group.





**Name
                and Address**
            **Amount
                and Nature of Beneficial Ownership**
            **Percentage**
              **of
                Class****Officers
                and Directors**Eric
                A. McAfee
              203
                North LaSalle Street, Suite 2100
              Chicago,
                IL 60601
            --
            --William
                J. Maender
              203
                North LaSalle Street, Suite 2100
              Chicago,
                IL 60601
            --
            --**All
                officers and directors as a group (2) persons**
            --
            --**5%
                Holders**American
                Ethanol, Inc.
              203
                North LaSalle Street, Suite 2100
              Chicago,
                IL 60601
            3,343,200
            88.3%




**Item
      12. Certain Relationships and Related Transactions.**





On
      June
      23, 2006, American Ethanol acquired approximately 88.3% of the outstanding
      common stock of the Company from three principal shareholders and directors
      of
      the Company for $675,000. In connection with this transaction, the officers
      and
      directors resigned and two members of American Ethanol’s management, Timothy S.
      Morris, its Chief Executive Officer and William J. Maender, its Chief Financial
      Officer, were named to the Company’s Board of Directors and as the President and
      Chief Executive Officer and Chief Financial Officer and Secretary, respectively,
      of the Company. On February 28, 2007, Mr. Morris resigned and Eric A. McAfee
      was
      appointed to the Company’s Board of Directors and as the Company’s Chief
      Executive Officer.





12


On
      June
      23, 2006, the Company and American Ethanol entered into the Merger Agreement,
      pursuant to which American Ethanol will merge with and into the Company and
      American Ethanol will become a wholly owned subsidiary of the Registrant (the
      “Merger”). American Ethanol is the Company’s controlling stockholder. Mr.
      McAfee, the Company’s President and Chief Executive Officer and Director, and
      Mr. Maender, the Company’s Chief Financial Officer, Secretary and Director are
      the Executive Chairman and Chief Financial Officer and Secretary, respectively
      of American Ethanol. In addition, Mr. McAfee and Mr. Maender are significant
      shareholders of American Ethanol. As a result, we do not consider any of our
      directors to be independent.





**Item
      13. Exhibits.**





Index
      to
      Exhibits




Exhibit
            Description





2.1*
            Agreement
                and Plan of Merger by and between Marwich II, Ltd. and American Ethanol,
                Inc. dated as of June 23, 2006


3.1
            Restated
                Articles of Incorporation3.2**
            By-laws31.1
            Certification
                of the Company’s Principal Executive Officer pursuant to Section 302 of
                the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
                Report on Form 10-KSB for the year ended January 31,
                2007.31.2
            Certification
                of the Company’s Principal Financial Officer pursuant to Section 302 of
                the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
                Report on Form 10-KSB for the year ended January 31, 2007.32.1
            Certification
                of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act
                of
                2002.32.2
            Certification
                of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act
                of
                2002.





*
            Filed
                as an exhibit to the Company’s Current Report on Form 8-K, as filed with
                the Securities and Exchange Commission on June 26,
                2006.**
            Filed
                as an exhibit to the Company's registration statement on Form 10-SB,
                as
                filed with the Securities and Exchange Commission on June 10,
                2005.





**Item
      14. Principal Accountant Fees and Services**





On
      June
      27, 2006, the Company’s independent accountants, Miller and McCollom, Certified
      Public Accountants, were formally dismissed as auditors for the Company and
      McGladrey & Pullen, LLP, Certified Public Accountants were engaged as the
      principal accountant to audit the financial statements of the
      Company.





Effective
      November 13, 2006, McGladrey & Pullen, LLP resigned as the independent
      auditors of the Company. McGladrey & Pullen, LLP did not issued any audit
      report on the Company's financial statements. During the period between
      McGladrey & Pullen, LLP’s appointment as the Company’s independent auditors
      up to their resignation, there were no disagreements with McGladrey &
Pullen, LLP, Certified Public Accountants on any matter of accounting principles
      or practices, financial statement disclosure, or auditing scope or procedure,
      which disagreements, if not resolved to the satisfaction of the former
      accountants, would have caused it to make reference to the subject matter of
      the
      disagreements in connection with its report.





On
      November 13, 2006 the Company engaged BDO Seidman, LLP, Certified Public
      Accountants (“BDO”) as the principal accountant to audit the financial
      statements of both American Ethanol, Inc. and the Company.





13


**Audit
      Fees**





The following
      table sets forth the aggregate fees billed by our independent
      auditor for professional services rendered for the audit of our annual
      financial statements and the review of our financial statements included in
      our
      quarterly reports on Form 10-QSB or services that are normally provided in
      connection with statutory and regulatory filings for the fiscal years ended
      January 31, 2007 and 2006.




2007
              
              2006Miller & McCollom
                Certified
                  Public Accountants
              
              $
              650
              
              $
              5,575McGladrey
&
Pullen,
                LLP
              
              $
              8,500
              
              
              —BDO
                Seidman, LLP
              
              $
              20,000
              
              
              —Total
              
              
              29,150


The
      Company paid no audit-related, tax or other fees in the fiscal years ended
      January 31, 2006 and 2007.




14





**Index
                To Financial Statements**
            **Page
                Number**Reports
                of Independent Registered Public Accounting Firms
            **F-2
                - F-3**Balance
                Sheets as of January 31, 2006 and 2007
            **F-4**Statements
                of Operations for the twelve months endedJanuary
                31, 2006 and 2007
            **F-5**Statement
                of Changes in Stockholders' Equity (deficit) for the periodsended
                January 31, 2006 and 2007
            **F-6**Statements
                of Cash Flows for the twelve months endedJanuary
                31, 2006 and 2007
            **F-7**Notes
                to Financial Statements
            **F-8**






F-1


**Report
      of Independent Registered Public Accounting Firm**




Board
      of
      Directors and Stockholders


Marwich
      II, Ltd.


Chicago,
      Illinois




We
      have
      audited the accompanying balance sheet of Marwich II, Ltd. as of January 31,
      2007 and the related statements of operations, stockholders’ equity (deficit),
      and cash flows for the year then ended. 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 audit.




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. 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. at January 31,
      2007, and the results of its operations and its cash flows for the year ended
      January 31, 2007 **,** in
      conformity with accounting principles generally accepted in the United States
      of
      America.




The
      accompanying financial statements have been prepared assuming that Marwich
      II,
      Ltd. will continue as a going concern. As discussed in Note 2 to the financial
      statements, Marwich II, Ltd. has suffered recurring losses from operations
      and has a net capital deficiency that raise substantial doubt about its ability
      to continue as a going concern. Management’s plans in regard to these matters
      are also described in Note 2. The financial statements do not include any
      adjustments that might result from the outcome of this uncertainty.




Chicago,
      Illinois




March
      26,
      2007




F-2


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 year ended 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 audit.
 
 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. 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. as of January
        31,
        2006, and the results of its operations, changes in its stockholders' equity
        and
        its cash flows for the year ended 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 2, 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 in regard to these matters are also described in Note 2. 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 Boulevard, Suite 300
 Wheat
        Ridge, Colorado 80033
 
 May
        5,
        2006




F-3




**Marwich
      II, Ltd.**


**Balance
      Sheets**


**as
      of January 31, 2006 and 2007**




**ASSETS**January
                  31,
              
              January
                  31,2007
              
              2006Current
                  Assets
              
              $
              -
              
              $
              10,794Total
                  Assets
              
              $
              -
              
              $
              10,794**LIABILITIES
                  AND STOCKHOLDERS' EQUITY**Current
                  Liabilities:Accounts
                  payable, related parties
              
              $
              91,189
              
              $
              1,200Total
                  Current Liabilities
              
              $
              91,189
              
              $
              1,200Stockholders'
                  Equity (deficit):Preferred
                  stock, $.01 par value;1,000,000
                  shares authorized, noneissued
                  and outstanding
              
              
              -
              
              
              -Common
                  stock, no par value,100,000,000
                  shares authorized,3,785,664
                  shares issued andoutstanding
              
              
              336,567
              
              
              333,567Accumulated
                  (deficit)
              
              
              (427,756
              )
              
              (323,973
              )(91,189
              )
              
              9,594Total
                  Liabilities and Stockholders' Equity (deficit)
              
              $
              0
              
              $
              10,794


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




F-4


**Marwich
      II, Ltd.**


**Statements
      of Operations**


**For
      the years ended**


**January
      31, 2006 and 2007**





January
                  31,
              
              January
                  31,2007
              
              2006Revenues
              
              $
              -
              
              $
              -Operating
                  expenses:Professional
                  fees
              
              
              94,834
              
              
              8,655Administrative
                  and other
              
              
              8,949
              
              
              1,034103,783
              
              
              9,689Net
                  (loss)
              
              $
              (103,783
              )
              $
              (9,689
              )Per
                  share basic and diluted
              
              $
              (0.03
              )
              $
              (0.01
              )Weighted
                  average number of shares outstanding
              
              
              3,785,664
              
              
              3,785,664


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





F-5


**Marwich
      II, Ltd.**


**Statement
      of Changes in Stockholders’ Equity (deficit)**


**For
      the years ended January 31, 2006 and 2007**





Common
              
              Common
                  $
              
              Accumulated
              
              TotalNo./shares
                  (1)
              
              amount
              
              (Deficit)
              
              Equity
                  (deficit)**Balance
                  at January 31, 2005**
              
              
              **3,785,664**
              
              **$**
              **333,567**
              
              **$**
              **(314,284**
              **)**
              **$**
              **19,283**Net
                  loss - year ended January 31, 2006
              
              
              
              
              
              
              
              
              (9,689
              )
              
              (9,689
              )**Balance
                  at January 31, 2006**
              
              
              **3,785,664**
              
              
              **333,567**
              
              
              **(323,973**
              **)**
              
              **9,594**Additional
                  paid in capital during the year
              
              
              
              
              
              3,000
              
              
              
              
              
              3,000Net
                  loss - year ended January 31, 2007
              
              
              
              
              
              
              
              
              (103,783
              )
              
              (103,783
              )**Balance
                  at January 31, 2007**
              
              
              **3,785,664**
              
              **$**
              **336,567**
              
              **$**
              **(427,756**
              **)**
              **$**
              **(91,189**
              **)**
  (1)
          -
          Common shares stated in equivalent January 31, 2007 number of
          shares


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


F-6


**Marwich
      II, Ltd.**


**Statements
      of Cash Flows**


**For
      the years ended**


**January
      31, 2006 and 2007**




January
                  31,
              
              January
                  31,2007
              
              2006Cash
                  Flows from OperatingActivities:Net
                  loss
              
              $
              (103,783
              )
              $
              (9,689
              )Adjustments
                  to reconcile netloss
                  to net cash used byoperating
                  activities:Increase
                  in accounts payable
              
              
              89,989
              
              
              552Net
                  cash used by operating activities
              
              
              (13,794
              )
              
              (9,137
              )Cash
                  flows from investing activities
              
              
              -
              
              
              -Cash
                  flows from financing activitiesAdditional
                  paid in capital
              
              
              3,000
              
              
              -Net
                  cash provided by financing activities
              
              
              3,000
              
              
              -Increase
                  (decrease) in cash
              
              
              (10,794
              )
              
              (9,137
              )Cash,
                  Beginning of period
              
              
              10,794
              
              
              19,931Cash,
                  End of period
              
              $
              -
              
              $
              10,794Interest
                  paid
              
              $
              -
              
              $
              -Income
                  taxes paid
              
              $
              -
              
              $
              -




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


F-7


**Marwich
      II, LTD.**


**NOTES
      TO FINANCIAL STATEMENTS**


January
      31, 2007





**Note
      1: Summary of Accounting Policies, and Description of Business**




This
      summary of significant accounting policies of Marwich II, Ltd. (the “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 on August 16, 1983 under the laws of the State of
      Colorado to engage 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. Until
      October 13, 2004, the Company did not engage in any operations and was dormant.




Effective
      October 13, 2004, the Company was reinstated by the Colorado Secretary of State
      and resumed filing reports with the Securities and Exchange Commission pursuant
      to Section 13 or 15(d) of the Exchange Act. As such, the Company is a "shell"
      company, whose sole purpose, at this time, is to locate and consummate a merger
      or acquisition with a private entity.




(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.




F-8


**MARWICH
      II, LTD.**


**NOTES
      TO FINANCIAL STATEMENTS**


January
      31, 2007




(d) Recently
      Enacted Accounting Standards




In
      July
      2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes—an interpretation of FASB Statement No. 109” (“FIN 48”), which
      prescribes a recognition threshold and measurement process for recording in
      the
      financial statements, uncertain tax positions taken or expected to be taken
      in a
      tax return. In addition, FIN 48 provides guidance on the derecognition,
      classification, accounting in interim periods and disclosure requirements for
      uncertain tax positions. The Company will adopt FIN 48 effective January 1,
      2007
      and is currently in the process of evaluating the potential impact of FIN 48
      on
      its consolidated financial statements.





F-9


**MARWICH
      II, LTD.**


**NOTES
      TO FINANCIAL STATEMENTS**


January
      31, 2007


(e) Risks
      and Uncertainties




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




(f) Revenue
      Recognition




The
      Company has had no revenue to date.




(g) 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.




(h) Shell
      Company





Based
      upon the Company's business plan, it is a “shell” company whose sole purpose is
      to acquire and/or merge with an existing entity.





(i) Other





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





**Note
      2: Ability to Continue as a Going Concern**




The
      accompanying financial statements have been prepared in conformity with
      generally accepted accounting principles in the United States of
      America, that 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. Management resumed the filing of Securities and Exchange
      Commission reporting in 2004 and in 2006 began to seek a
      business combination. Management believes that this plan provides an opportunity
      for the Company to continue as a going concern.




On
      June
      23, 2006 American Ethanol, Inc. a development stage company involved in the
      acquisition and/or construction and operation of plants for the production
      of
      fuel grade ethanol and biodiesel primarily in the Midwestern US and the
      marketing of same, acquired approximately 88.3% of the outstanding common stock
      of the Company from three principal shareholders and directors of the Company
      for $675,000. In connection with this transaction, the three directors of the
      Company resigned from the board and two members of American Ethanol’s management
      were named to the Company’s Board of Directors and as officers of the
      Company.





Effective
      as of June 23, 2006, the Company and American Ethanol, Inc. entered into an
      Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which
      American Ethanol has agreed to merge with and into the Company, with the Company
      being the surviving company. Pursuant to the Merger, (i) each issued and
      outstanding share of American Ethanol Common Stock (including Common Stock
      issued upon conversion of American Ethanol Series A Preferred Stock, which
      will
      automatically convert into Common Stock immediately prior to the closing of
      the
      Merger) will be converted into the right to receive one share of Common Stock
      of
      the Company, and (ii) each issued and outstanding warrant and option exercisable
      for common stock of American Ethanol will be assumed and converted into a
      warrant or option exercisable for common stock of the Company. The exercise
      prices and other terms of the outstanding warrants and options will remain
      unchanged. Subsequent to the Merger Agreement, American Ethanol issued 2,828,996
      shares of Series B Preferred Stock. The Company expects to issue one share
      of
      its Series B Preferred Stock in exchange for each issued and outstanding share
      of American Ethanol Series B Preferred Stock.




F-10




**MARWICH
      II, LTD.**


**NOTES
      TO FINANCIAL STATEMENTS**


January
      31, 2007





**Note
      2: Ability to Continue as a Going Concern (contd.)**





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





The
      Company currently has 3,785,664 shares of common stock issued and outstanding,
      of which American Ethanol owns 3,343,200 shares (or 88.3%). Assuming no
      shareholder of either American Ethanol or the Company elects dissenters' rights
      and that the capitalization of either company does not change prior to the
      closing of the Merger, in the Merger (i) all of the shares of the Company held
      by American Ethanol will be cancelled, and (ii) the Company will issue to the
      shareholders of American Ethanol in the aggregate (a) approximately 84.7 million
      shares of common stock in exchange for all the currently issued and outstanding
      shares of American Ethanol common stock (including common stock issued upon
      conversion of the American Ethanol Series A Preferred Stock, which will
      automatically convert into common stock immediately prior to the closing of
      the
      Merger) and the Company will assume warrants and options exercisable for an
      additional 1,090,000 shares of common stock and issue shares of Series B
      Preferred with terms identical to the terms of America Ethanol's outstanding
      Series B Perferred on a one-for-one basis. As of March 31, 2007, America
      Ethanol had 5,317,158 shares of Series B Preferred Stock outstanding and
      warrants exercisable for an additional 424,381 shares of Series B Perferred
      Stock. As a result, immediately following the Merger, on a fully-diluted
      basis the Company will have approximately 92 million shares of common stock
      outstanding. After the Merger, the original shareholders of the Company will
      hold less than 0.5% of the issued and outstanding shares of the Company’s common
      stock on a fully diluted basis.





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





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





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





F-11




**MARWICH
      II, LTD.**


**NOTES
      TO FINANCIAL STATEMENTS**


January
      31, 2007





**Note
      3: Income Taxes**





The
      Company has an estimated net operating loss carryforward of approximately
      $106,000 at January 31, 2007 to offset future taxable income. The net operating
      loss carry forward if not used, will expire in various years through 2027.
      The
      net operating loss carryforward prior to the year ended January 31, 2006 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. Utilization
      of the net operating loss carryforwards may be subject to substantial annual
      limitations due to the ownership change limitations provided by the Internal
      Revenue Code and similar state provisions. The annual limitation may result
      in
      the expiration of net operating losses carryforwards before utilization.





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




**Tax
        Carry forward Schedule**
  Estimated
                
                
                
                Estimated
                
                
                
                Change
                    inNOL
                    Carry-
                
                Tax
                
                Tax
                    benefit
                
                Valuation
                
                Valuation
                
                Net
                    TaxPeriod
                    ending
                
                forward
                
                Rate
                
                from
                    NOL
                
                Allowance
                
                Allowance
                
                BenefitJanuary
                    31, 2007
                
                $
                124,183
                
                
                28.50
                %
                $
                35,392
                
                $
                (35,392
                )
                $
                (31,592
                )
                $
                -January
                    31, 2006
                
                
                20,400
                
                
                18.50
                %
                
                3,800
                
                
                (3,800
                )
                
                (1,800
                )
                
                -
 Income
                      taxes at the statuory rate are reconciled to the Company's
                      actual income
                      taxes as follows:****
                ********
                ****
                ****Income
                    tax benefit at statutory rate resulting fromnet
                    operating loss carry forward
                
                
                -28.5
                %State
                    tax benefit, net of federal benefit
                
                
                1.0
                %Adjustments
                    to valuation allowance
                
                
                25.5
                %Other
                
                
                2.0
                %Actual
                    tax rate
                
                
                0.0
                %


**Note
      4: Common Stock Issuances**




The
      Company's Articles of Incorporation, as amended, authorize 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, 2007, there were 3,785,664 shares
      of
      common stock issued and outstanding and no preferred shares issued or
      outstanding.




On
      November 30, 2004, the Company issued 2,400,000 shares of its common stock
      to
      Pride Equities, Inc., which represented 50.717% of its outstanding common stock
      outstanding, in consideration for $30,000 cash. This transaction resulted in
      a
      change in control of the Company. On November 30, 2004, the Company effected
      a
      one-for-five reverse stock split of its outstanding common stock and on June
      2,
      2006, the Company effected a three-for-one common stock dividend on the
      Company's common stock.




On
      June
      23, 2006, American Ethanol, Inc. acquired approximately 88.3% of the outstanding
      common stock of the Company from three principal shareholders and directors
      of
      the Company for $675,000. In connection with this transaction, the officers
      and
      directors resigned and two members of American Ethanol’s management were
      appointed to the Company’s Board of Directors and as the Chief Executive Officer
      and Chief Financial Officer of the Company.




F-12




**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 report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized.




**Date:
      April 4, 2007**


**Marwich
                II, Ltd.**/s/ Eric
              A. McAfeeEric
              A. McAfeeChief
                Executive Officer
              (Principal
                Executive Officer)




In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
      this
      report has been signed below by the following persons on behalf of the
      registrant and in the capacities and on the dates indicated.




Title
            
            
            Date/s/
                Eric A. McAfee
            
            
            President
                and Chief Executive Officer and Director
            
            
            April
                4, 2007Eric
                A. McAfee
            
            
            (Principal
                Executive Officer)/s/William
                J. Maender
            
            
            Chief
                Financial Officer, Secretary and Director
            
            
            April
                4, 2007William
                J. Maender
            
            
            (Principal
                Accounting Officer)