U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-K





(Mark
One)





x ANNUAL REPORT UNDER
SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934





For the
fiscal year ended December 31, 2008





 ̈ TRANSITION REPORT UNDER
SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934





For the
transition period from ______________ to ______________





Commission
File Number 000-52330


_______________________________________________





RFG
Acquisition II Inc.


(Exact
name of registrant as specified in its charter)


______________________________________________





Delaware
                
                35-2277305(State
      or other jurisdiction of
                
                (I.R.S.
      Employerincorporation
      or organization)
                
                Identification
      No.)





c/o RainMaker Financial Group Inc., 650 Warrenville Road, Suite 103, Lisle, Illinois 60532(Address of
      principal executive
offices)





(312)
      896-8292(Registrant’s telephone number, including area code)


_____________________________________________





Securities registered under
Section 12(b) of the Exchange Act:





None.





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





Common
Stock, $0.0001 par value per share





(Title of
Class)





Check
whether the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act.  Yes  ̈  No x





Check
whether the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act.  ̈








Check
whether the registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes x  No  ̈





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K (§229.405 of this chapter) contained herein, 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-K
or any amendment to this Form 10-K.  ̈





Check
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company.  See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large
      Accelerated Filer  ̈
                        Accelerated
      Filer
                         ̈Non-accelerated
      Filer     ̈
                        Smaller
      Reporting Company
                        x


(Do not
check if a smaller reporting company.)


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





As of
December 31, 2008, there were no non-affiliate holders of common stock of the
Company.





APPLICABLE
ONLY TO CORPORATE REGISTRANTS





As of
March 3, 2009, there were 2,500,000 shares of common stock, par value $.0001,
outstanding.


2





FORWARD-LOOKING
STATEMENTS





Certain
statements made in this Annual Report on Form 10-K are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of RFG Acquisition
II, Inc. (the “Company”) to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. The forward-looking statements included herein are based on current
expectations that involve numerous risks and uncertainties. The Company's plans
and objectives are based, in part, on assumptions involving the continued
expansion of business. Assumptions relating to the foregoing involve judgments
with respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking
statements included in this Report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.


3





PART I





Item 1. Description of Business.





RFG
Acquisition II Inc. (“we”, “us”, “our” or the “Company”) was incorporated in the
State of Delaware on August 29, 2006 and maintains its principal executive
offices at c/o RainMaker Financial Group Inc., 650 Warrenville Road, Suite 103,
Lisle, Illinois 60532.  Since inception, the Company has been engaged
in organizational efforts and obtaining initial financing.  The
Company was formed as a vehicle to pursue a business combination through the
acquisition of, or merger with, an operating business.  The Company
filed a registration statement on Form 10-SB with the U.S. Securities and
Exchange Commission (the “SEC”) on November 22, 2006, and since its
effectiveness, the Company has focused its efforts to identify a possible
business combination.  The Company selected December 31 as its fiscal
year end.





The
Company is currently considered to be a "blank check" company. The U.S.
Securities and Exchange Commission (the “SEC”) defines those companies as "any
development stage company that is issuing a penny stock, within the meaning of
Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and that has no specific business plan or purpose, or has
indicated that its business plan is to merge with an unidentified company or
companies." Under SEC Rule 12b-2 under the Exchange Act, the Company also
qualifies as a “shell company,” because it has no or nominal assets (other than
cash) and no or nominal operations.  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 efforts to cause a market to develop in our securities, either
debt or equity, until we have successfully concluded a business combination. The
Company intends to comply with the periodic reporting requirements of the
Exchange Act for so long as it is subject to those requirements.





The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. The Company’s principal business objective
for the next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with a business rather than immediate,
short-term earnings. The Company will not restrict its potential candidate
target companies to any specific business, industry or geographical location
and, thus, may acquire any type of business.





The analysis of new business
opportunities will be undertaken by or under the supervision of Richard F.
Beston, Jr. an officer and sole director of the Company, John W. Branch and
David W. Matre, both officers of the Company.  As of this date the
Company has not entered into any definitive agreement with any party, nor have
there been any specific discussions with any potential business combination
candidate regarding business opportunities for the Company.  The
Company has unrestricted flexibility in seeking, analyzing and participating in
potential business opportunities. In its efforts to analyze potential
acquisition targets, the Company will consider the following kinds of
factors:





(a)        Potential
for growth, indicated by new technology, anticipated market expansion or new
products;





(b)        Competitive
position as compared to other firms of similar size and experience within the
industry segment as well as within the industry as a whole;





(c)        Strength
and diversity of management, either in place or scheduled for
recruitment;





(d)        Capital
requirements and anticipated availability of required funds, to be provided by
the Company or from operations, through the sale of additional securities,
through joint ventures or similar arrangements or from other
sources;


4





(e)        The
cost of participation by the Company as compared to the perceived tangible and
intangible values and potentials;





(f)         The
extent to which the business opportunity can be advanced;





(g)        The
accessibility of required management expertise, personnel, raw materials,
services, professional assistance and other required items; and





(h)        Other
relevant factors.





In
applying the foregoing criteria, no one of which will be controlling, management
will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. 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. Due to the Company's limited capital available for investigation,
the Company may not discover or adequately evaluate adverse facts about the
opportunity to be acquired.





FORM OF
ACQUISITION





The
manner in which the Company participates in an opportunity will depend upon the
nature of the opportunity, the respective needs and desires of the Company and
the promoters of the opportunity, and the relative negotiating strength of the
Company and such promoters.





It is
likely that the Company will acquire its participation in a business opportunity
through the issuance of common stock or other securities of the Company.
Although the terms of any such transaction cannot be predicted, it should be
noted that in certain circumstances the criteria for determining whether or not
an acquisition is a so-called "tax free" reorganization under Section 368(a)(1)
of the Internal Revenue Code of 1986, as amended (the "Code") depends upon
whether the owners of the acquired business own 80% or more of the voting stock
of the surviving entity. If a transaction were structured to take advantage of
these provisions rather than other "tax free" provisions provided under the
Code, all prior stockholders would in such circumstances retain 20% or less of
the total issued and outstanding shares of the surviving entity. Under other
circumstances, depending upon the relative negotiating strength of the parties,
prior stockholders may retain substantially less than 20% of the total issued
and outstanding shares of the surviving entity. This could result in substantial
additional dilution to the equity of those who were stockholders of the Company
prior to such reorganization.





The
present stockholders of the Company will likely not have control of a majority
of the voting securities of the Company following a reorganization transaction.
As part of such a transaction, all or a majority of the Company's directors may
resign and one or more new directors may be appointed without any vote by
stockholders.





In the
case of an acquisition, the transaction may be accomplished upon the sole
determination of management without any vote or approval by stockholders. In the
case of a statutory merger or consolidation directly involving the Company, it
will likely be necessary to call a stockholders' meeting and obtain the approval
of the holders of a majority of the outstanding securities. The necessity to
obtain such stockholder approval may result in delay and additional expense in
the consummation of any proposed transaction and will also give rise to certain
appraisal rights to dissenting stockholders. Most likely, management will seek
to structure any such transaction so as not to require stockholder
approval.





It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial cost for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity, the costs theretofore
incurred in the related investigation might not be recoverable. Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
to the Registrant of the related costs incurred.


5





We
presently have no employees apart from our management. Our officers and
directors are engaged in outside business activities and anticipate that they
will devote to our business very limited time until the acquisition of a
successful business opportunity has been identified. We expect no significant
changes in the number of our employees other than such changes, if any, incident
to a business combination.





Item 1A. Risk Factors.





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.





Item
1B.  Unresolved Staff Comments.





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.





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.





To the best knowledge of our officers
and directors, the Company is not a party to any legal proceeding or
litigation.





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





None.





PART
II





Item
5. Market for Common Equity, Related Stockholder Matters and Small Business
Issuer Purchases of Equity Securities.





Common
Stock





Our
Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares
of common stock, par value $.0001 per share (the “Common Stock”).  The
Common Stock is not listed on a publicly-traded market.  As of March
3, 2009, there were 2 holders of record of the Common Stock.





Preferred
Stock





Our
Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
of preferred stock, par value $.0001 per share (the “Preferred
Stock”).  The Company has not yet issued any of its preferred
stock.


6




Dividend
Policy





The
Company has not declared or paid any cash dividends on its common stock and does
not intend to declare or pay any cash dividend in the foreseeable future. The
payment of dividends, if any, is within the discretion of the Board of Directors
and will depend on the Company’s earnings, if any, its capital requirements and
financial condition and such other factors as the Board of Directors may
consider.





Securities
Authorized for Issuance under Equity Compensation Plans





The
Company does not have any equity compensation plans or any individual
compensation arrangements with respect to its common stock or preferred stock.
The issuance of any of our common or preferred stock is within the discretion of
our Board of Directors, which has the power to issue any or all of our
authorized but unissued shares without stockholder approval.





Recent
Sales of Unregistered Securities





The
Company did not sell any equity securities that were not registered under the
Securities Act during the quarter ended December 31, 2008.





On August
29, 2006, the Company sold 1,250,000 shares of Common Stock to each of Richard
F. Beston, Jr., the President and sole director of the Company, and John W.
Branch, the Secretary of the Company, for aggregate cash consideration of
$30,000.  The Company sold these shares of Common Stock under the
exemption from registration provided by Section 4(2) of the Securities
Act.  As of the date hereof, the Company has 2,500,000 shares of
Common Stock issued and outstanding.





No
securities have been issued for services. Neither the Registrant nor any person
acting on its behalf offered or sold the securities by means of any form of
general solicitation or general advertising. No services were performed by any
purchaser as consideration for the shares issued.





Issuer
Purchases of Equity Securities





None.





Item
6.  Selected Financial Data.





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.





Item
7.  Management’s Discussion and Analysis of Financial Condition and
Results of Operation.





The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. Our principal business objective for the
next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with a business rather than immediate,
short-term earnings. The Company will not restrict our potential candidate
target companies to any specific business, industry or geographical location
and, thus, may acquire any type of business.





The Company currently does not engage
in any business activities that provide cash flow.  During the next
twelve months we anticipate incurring costs related to:





(i)     filing
Exchange Act reports, and


7





(ii)    investigating,
analyzing and consummating an acquisition.





We believe we will be able to meet
these costs through use of funds in our treasury, through deferral of fees by
certain service providers and additional amounts, as necessary, to be loaned to
or invested in us by our stockholders, management or other
investors.





The Company may consider acquiring a
business which has recently commenced operations, is a developing company in
need of additional funds for expansion into new products or markets, is seeking
to develop a new product or service, or is an established business which may be
experiencing financial or operating difficulties and is in need of additional
capital. In the alternative, a business combination may involve the acquisition
of, or merger with, a company which does not need substantial additional capital
but which desires to establish a public trading market for its shares while
avoiding, among other things, the time delays, significant expense, and loss of
voting control which may occur in a public offering.





Any target business that is selected
may be a financially unstable company or an entity in its early stages of
development or growth, including entities without established records of sales
or earnings. In that event, we will be subject to numerous risks inherent in the
business and operations of financially unstable and early stage or potential
emerging growth companies. In addition, we may effect a business combination
with an entity in an industry characterized by a high level of risk, and,
although our management will endeavor to evaluate the risks inherent in a
particular target business, there can be no assurance that we will properly
ascertain or assess all significant risks.





The Company anticipates that the
selection of a business combination will be complex and extremely risky. Because
of general economic conditions, rapid technological advances being made in some
industries and shortages of available capital, our management believes that
there are numerous firms seeking even the limited additional capital which we
will have and/or the perceived benefits of becoming a publicly traded
corporation. Such perceived benefits of becoming a publicly traded corporation
include, among other things, facilitating or improving the terms on which
additional equity financing may be obtained, providing liquidity for the
principals of and investors in a business, creating a means for providing
incentive stock options or similar benefits to key employees, and offering
greater flexibility in structuring acquisitions, joint ventures and the like
through the issuance of stock. Potentially available business combinations 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.





Liquidity
and Capital Resources





As of December 31, 2008, the Company
had assets equal to $623, comprised exclusively of cash.  This
compares with assets of $353, comprised exclusively of cash, as of December 31,
2007.  The Company’s current liabilities as of December 31, 2008
totaled $3,575, comprised of accounts payable and accrued
expenses.  This compares with current liabilities of $3,560comprised of accounts
payable and accrued expenses, as of December 31, 2007.The Company can provide
no assurance that it can continue to satisfy its cash requirements for at least
the next twelve months.





The following is a summary of the
Company's cash flows provided by (used in) operating, investing, and financing
activities for the years ended December 31, 2008 and December 31, 2007 and for
the cumulative period from August 29, 2006 (Inception) to December 31,
2008.


8





Fiscal Year
                        Ended
                        December 31,
                        2008
                      
                      
                      Fiscal Year
                        Ended
                        December 31,
                        2007
                      
                      
                      For the
                        Cumulative
                        Period from
                        August 29, 2006
                        (Inception) to
                        December 31,
                        2008Net
      Cash (Used in) Operating Activities
                      
                      $
                      (27,730
                      )
                      
                      $
                      (29,706
                      )
                      
                      $
                      (85,887
                      )Net
      Cash (Used in) Investing Activities
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Net
      Cash Provided by Financing Activities
                      
                      $
                      28,000
                      
                      
                      $
                      28,510
                      
                      
                      $
                      86,510Net
      Increase (Decrease) in Cash and Cash Equivalents
                      
                      $
                      270
                      
                      
                      $
                      (1,196
                      )
                      
                      $
                      623





The
Company has nominal assets and has generated no revenues since inception. The
Company is also dependent upon the receipt of capital investment or other
financing to fund its ongoing operations and to execute its business plan of
seeking a combination with a private operating company. In addition, the Company
is dependent upon certain related parties to provide continued funding and
capital resources. If continued funding and capital resources are unavailable at
reasonable terms, the Company may not be able to implement its plan of
operations.





Results
of Operations





The
Company has not conducted any active operations since inception, except for its
efforts to locate suitable acquisition candidates. No revenue has been
generated by the Company from August 29, 2006 (Inception) to December 31,
2008.  It is unlikely the Company will have any revenues unless it is
able to effect an acquisition or merger with an operating company, of which
there can be no assurance.  It is management's assertion that these
circumstances may hinder the Company's ability to continue as a going
concern.  The Company’s plan of operation for the next twelve months shall
be to continue its efforts to locate suitable acquisition
candidates.





For the
fiscal year ended December 31, 2008, the Company had a net loss of $30,801,
consisting of legal, accounting, audit, and other professional service fees
incurred in relation to the filing of the Company’s Quarterly Report on Form
10-Q for the period ended September 30, 2008 in November of 2008, Quarterly
Report on Form 10-Q for the period ended June 30, 2008 in August of 2008,
Quarterly Report on Form 10-Q for the period ended March 31, 2008 in May of 2008
and Annual Report on Form 10-KSB for the year ended December 31, 2007 in March
of 2008.





For the
fiscal year ended December 31, 2007, the Company had a net loss of $34,932,
consisting of legal, accounting, audit, and other professional service fees
incurred in relation to the filing of the Company’s Quarterly Report on Form
10-Q for the period ended September 30, 2007 in November of 2007, Quarterly
Report on Form 10-Q for the period ended June 30, 2007 in August of 2007,
Quarterly Report on Form 10-Q for the period ended March 31, 2007 in May of 2007
and Annual Report on Form 10-KSB for the year ended December 31, 2006 in
February of 2007.





For the
cumulative period from August 29, 2006 (Inception) to December 31, 2008, the
Company had a net loss of $94,244 comprised exclusively of legal, accounting,
audit, and other professional service fees incurred in relation to the formation
of the Company, the filing of the Company’s Registration Statement on Form 10-SB
in November of 2006, and Quarterly Report and Annual Reports on Form 10-Q (or
Form 10-QSB) and Form 10-KSB.





Off-Balance
Sheet Arrangements





The Company does not have any
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on the Company’s financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to
investors.





Contractual
Obligations





As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
this information.


9





Item
7A.  Quantitative and Qualitative Disclosures about Market
Risk.





As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
this information.





Item
8.  Financial Statements and Supplementary Data.





Audited financial statements begin on
the following page of this report.


10





RFG
ACQUISITION II INC.


(A
Development Stage Company)


Table
of Contents


December
31, 2008





PageReport
      of Independent Registered Public Accounting Firm
                F-1Financial
      Statements:Balance
      Sheets
                F-2Statements
      of Operations
                F-3Statements
      of Stockholders’ Equity (Deficiency)
                F-4Statements
      of Cash Flows
                F-5Notes
      to Financial Statements
                F-6










Report
of Independent Registered Public Accounting Firm





To the
Board of Directors and Stockholders of


RFG
Acquisition II, Inc.


Lisle,
Illinois




We have
audited the accompanying balance sheets of RFG Acquisition II, Inc. (A
Development Stage Company) (the “Company”) as of December 31, 2008 and 2007, and
the related statements of operations, stockholders’ equity/(deficiency), and
cash flows for the years then ended, and for the cumulative period August 29,
2006 (inception) through December 31, 2008. The Company’s management is
responsible for these financial statements. 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 audits 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 audits 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 audits provide a
reasonable basis for our opinion.




In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of RFG Acquisition II, Inc. as of
December 31, 2008 and 2007, and the results of its operations and its cash flows
for the years then ended and for the cumulative period August 29, 2006
(inception) through December 31, 2008, in conformity with accounting principles
generally accepted in the United States of America.




/s/
      Raich Ende Malter & Co. LLPRaich
      Ende Malter & Co. LLPNew
      York, New YorkMarch
      3, 2009


F-1





RFG
ACQUISITION II INC.


(A
Development Stage Company)


Balance
Sheets





December
      31,
                  2008
                
                
                December
      31,
                  2007AssetsCurrent
      AssetsCash
                
                $
                623
                
                
                $
                353Total
      Assets
                
                $
                623
                
                
                $
                353Liabilities
      and Stockholders’ Equity/(Deficiency)Current
      LiabilitiesAccounts
      payable and accrued expenses
                
                $
                3,575
                
                
                $
                3,560Long
      Term LiabilitiesLoan
      payable – stockholders
                
                
                56,510
                
                
                
                28,510Accrued
      interest payable
                
                
                4,782
                
                
                
                1,726Total
      Long Term Liabilities
                
                
                61,292
                
                
                
                30,236Total
      Liabilities
                
                
                64,867
                
                
                
                33,796Stockholders’
      Equity/(Deficiency)Preferred
      stock, $.0001 par value; 10,000,000 shares authorized; none issued and
      outstanding
                
                
                -
                
                
                
                -Common
      stock, $.0001 par value; 100,000,000 shares authorized; 2,500,000 shares
      issued and outstanding
                
                
                250
                
                
                
                250Additional
      paid-in capital
                
                
                29,750
                
                
                
                29,750Deficit
      accumulated during the development stage
                
                
                (94,244
                )
                
                
                (63,443
                )Total
      Stockholders’ Equity/(Deficiency)
                
                
                (64,244
                )
                
                
                (33,443
                )Total
      Liabilities and Stockholders’ Equity/(Deficiency)
                
                $
                623
                
                
                $
                353





See
notes to financial statements.


F-2


RFG
ACQUISITION II INC.


(A
Development Stage Company)


Statements
of Operations





For the
                  Year Ended
                  December 31,
                  2008
                
                
                For the
                  Year Ended
                  December 31,
                  2007
                
                
                For the Period
                  August 29,
                  2006
                  (Inception)
                  Through
                  December 31,
                  2008Revenues
                
                $
                -
                
                
                $
                -
                
                
                $
                -General
      and administrative expenses
                
                
                27,745
                
                
                
                33,206
                
                
                
                89,462(Loss)
      before other expenses
                
                
                (27,745
                )
                
                
                (33,206
                )
                
                
                (89,462
                )Interest
      expense
                
                
                3,056
                
                
                
                1,726
                
                
                
                4,782Net
      (Loss)
                
                $
                (30,801
                )
                
                $
                (34,932
                )
                
                $
                (94,244
                )Basic
      and Diluted (Loss) Per Share
                
                $
                (0.01
                )
                
                $
                (0.01
                )Weighted
      Average Number of Common Shares Outstanding
                
                
                2,500,000
                
                
                
                2,500,000





See
notes to financial statements.


F-3





RFG
ACQUISITION II INC.


(A
Development Stage Company)


Statements
of Stockholders’ Equity/(Deficiency)


For
the Period August 29, 2006 (Inception) Through December 31, 2008





(Deficit)AccumulatedPreferred
      Stock
                                                
                                                
                                                Common
      Stock
                                                
                                                
                                                
                                                
                                                
                                                Additional
                                                
                                                
                                                During
      the
                                                
                                                
                                                Stockholders’Subscription
                                                
                                                
                                                Paid-in
                                                
                                                
                                                Development
                                                
                                                
                                                Equity/Shares
                                                
                                                
                                                Amount
                                                
                                                
                                                Shares
                                                
                                                
                                                Amount
                                                
                                                
                                                Receivable
                                                
                                                
                                                Capital
                                                
                                                
                                                Stage
                                                
                                                
                                                (Deficiency)August
      29, 2006 - common stock subscription
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                
                                                2,500,000
                                                
                                                
                                                $
                                                250
                                                
                                                
                                                $
                                                (250
                                                )
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -August
      31, 2006 – contributed capital
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                250
                                                
                                                
                                                
                                                29,750
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                30,000Net
      (loss)
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (28,511
                                                )
                                                
                                                
                                                (28,511
                                                )Balance
      at  December 31, 2006
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                2,500,000
                                                
                                                
                                                
                                                250
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                29,750
                                                
                                                
                                                
                                                (28,511
                                                )
                                                
                                                
                                                1,489Net
      (loss)
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (34,932
                                                )
                                                
                                                
                                                (34,932
                                                )Balance
      at December 31, 2007
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                2,500,000
                                                
                                                
                                                
                                                250
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                29,750
                                                
                                                
                                                
                                                (63,443
                                                )
                                                
                                                
                                                (33,443
                                                )Net
      (loss)
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (30,801
                                                )
                                                
                                                
                                                (30,801
                                                )Balance
      at December 31, 2008
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                
                                                2,500,000
                                                
                                                
                                                $
                                                250
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                29,750
                                                
                                                
                                                $
                                                (94,244
                                                )
                                                
                                                $
                                                (64,244
                                                )





See
notes to financial statements.


F-4





RFG
ACQUISITION II INC.


(A
Development Stage Company)


Statements
of Cash Flows





For the PeriodAugust 29, 2006For the
                  Year Ended
                
                
                For the
                  Year Ended
                
                
                (Inception)
                  ThroughDecember 31,
                  2008
                
                
                December 31,
                  2007
                
                
                December 31,
                  2008Cash
      Flows from Operating ActivitiesNet
      (loss)
                
                $
                (30,801
                )
                
                $
                (34,932
                )
                
                $
                (94,244
                )Adjustments
      to reconcile net (loss) to net cash used in operating
      activities:Increase
      in accounts payable
                  and
      accrued expenses
                
                
                15
                
                
                
                3,500
                
                
                
                3,575Increase
      in accrued interest
                
                
                3,056
                
                
                
                1,726
                
                
                
                4,782Net
      cash (used in) operating activities
                
                
                (27,730
                )
                
                
                (29,706
                )
                
                
                (85,887
                )Cash
      Flows from Financing ActivitiesProceeds
      from issuance of common stock
                
                
                -
                
                
                
                -
                
                
                
                30,000Proceeds
      from stockholder loans
                
                
                28,000
                
                
                
                28,510
                
                
                
                56,510Net
      cash provided by financing activities
                
                
                28,000
                
                
                
                28,510
                
                
                
                86,510Net
      Increase/(Decrease) in Cash
                
                
                270
                
                
                
                (1,196
                )
                
                
                623Cash
      at beginning of period
                
                
                353
                
                
                
                1,549
                
                
                
                -Cash
      at end of period
                
                $
                623
                
                
                $
                353
                
                
                $
                623





See
notes to financial statements.


F-5





RFG
ACQUISITION II INC.


(A
Development Stage Company)


Notes
to Financial Statements


December
31, 2008





NOTE
1    -        
ORGANIZATION AND BUSINESS:





RFG
Acquisition II Inc., a Development Stage Company, (the “Company”) was
incorporated in the state of Delaware on August 29, 2006 with the objective to
acquire, or merge with, an operating business.





The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly traded corporation and, to a lesser extent, desires to
employ the Company’s funds in its business.  The Company’s principal
business objective over the next twelve months and beyond will be to achieve
long-term growth potential through a combination with a business rather than
immediate short-term earnings.  The Company will not restrict its
potential target companies to any specific business, industry or geographical
location.  The analysis of business opportunities will be undertaken
by, or under the supervision of, the officers and directors of the
Company.





NOTE
2    -          SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES:





(a)          Use
of Estimates:


The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the balance sheet and
reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.





(b) Cash
Equivalents:


The
Company considers highly liquid financial instruments purchased with a maturity
of three months or less to be cash equivalents.  There are no cash
equivalents at the balance sheet date.





(c) Income
Taxes:


The
Company utilizes the liability method of accounting for income
taxes.  Under the liability method deferred tax assets and liabilities
are determined based on the differences between financial reporting basis and
the tax basis of the assets and liabilities and are measured using enacted tax
rates and laws that will be in effect, when the differences are expected to
reverse.  An allowance against deferred tax assets is recognized, when
it is more likely than not, that such tax benefits will not be
realized.





As
required by FASB interpretation No. 48, “Accounting for Uncertainty in Income
Taxes—An Interpretation of FASB Statement No. 109” (“FIN 48”), the Company
recognizes the financial statement benefit of an uncertain tax position only
after considering the probability that a tax authority would sustain the
position in an examination. For tax positions meeting a "more-likely-than-not"
threshold, the amount recognized in the financial statements is the benefit
expected to be realized upon settlement with the tax authority. For tax
positions not meeting the threshold, no financial statement benefit is
recognized.  Since the adoption of FIN 48 at January 1, 2007, the Company
has had no uncertain tax positions.  The Company recognizes interest and
penalties, if any, related to uncertain tax positions in income tax
expense.


F-6





RFG
ACQUISITION II INC.


(A
Development Stage Company)


Notes
to Financial Statements


December
31, 2008





NOTE
2    -          SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES


(Continued):





(d) Fair
Value of Financial Instruments:


The
carrying value of current assets and liabilities approximates fair value due to
the short period of time to maturity.





On
January 1, 2008 the company adopted Statement of Financial Accounting Standards
No. 157, “Fair Value Measurements” (“FAS 157”).  There was no impact
on the Company’s financial position, results of operations or cash flows at
December 31, 2008 and for the twelve months then ended as a result of the
adoption of FAS 157.





On
January 1, 2008 the company adopted Statement of Financial Accounting Standards
No. 159, “The Fair Value Option for Financial Assets and Liabilities” (“FAS
159”).  There was no impact on the Company’s financial position,
results of operations or cash flows at December 31, 2008 and for the twelve
months then ended as a result of the adoption of FAS 159.





(e) Loss
per Common Share:


Basic
loss per share is calculated using the weighted-average number of common shares
outstanding during each reporting period.  Diluted loss per share
includes potentially dilutive securities such as outstanding options and
warrants, using various methods such as the treasury stock or modified treasury
stock method in the determination of dilutive shares outstanding during each
reporting period.  The Company does not have any potentially dilutive
instruments.





NOTE
3    -          COMMON
STOCK:





The
Company is authorized to issue one hundred million (100,000,000) shares of
common stock.  On August 29, 2006 the Company sold two million five
hundred thousand (2,500,000) shares of common stock to two investors for $250,
which was paid on August 31, 2006.  These shareholders also
contributed an additional amount of $29,750, for total cash consideration of
$30,000.


F-7





RFG
ACQUISITION II INC.


(A
Development Stage Company)


Notes
to Financial Statements


December
31, 2008





NOTE
4    -          PREFERRED
STOCK:





The
Company is authorized to issue ten million (10,000,000) shares of $.0001 par
value preferred stock with designations, voting and other rights and preferences
as may be determined from time to time by the Board of Directors of the
Company.





NOTE
5    -          INCOME
TAXES:





As of
December 31, 2008, the Company has net operating loss carryforwards of
approximately $90,000 to reduce future federal and state taxable income through
2028.





The
Company has approximately $20,000 and $11,000 in deferred tax assets at December
31, 2008 and 2007, respectively, resulting from net operating loss
carryforwards.  At December 31, 2008 and 2007, a valuation allowance
has been recorded to fully offset these deferred tax assets because the future
realization of the related income tax benefits is uncertain.  The
difference between the statutory tax rate of 34% and the effective tax rate of
0% is due to the surtax exemption and the valuation allowance.





The
Company currently has no federal or state tax examinations in progress nor has
it had any federal or state examinations since its inception.  All of
the Company’s tax years are subject to federal and state tax
examination.





NOTE
6    -          LOAN
PAYABLE STOCKHOLDERS:





On
November 20, 2006, the Company entered into formal line of credit agreements
with its two stockholders.  The agreements provided the Company with
revolving credit lines up to an aggregate maximum of $12,510.  The
agreements were amended on February 26, 2007 to increase the maximum aggregate
principal amount to $30,000.  On June 1, 2007, the agreements were
amended to increase the rate of interest from 4.75% to the prime rate of
interest, as reported in the Wall Street Journal, plus 1.0% per
annum.  In addition, the default rate of interest was changed from
10.0% to the prime rate of interest, as reported in the Wall Street Journal,
plus 6.0% per annum.  On September 24, 2007, the agreements were
amended to increase the maximum aggregate principal amount to
$50,000.  On June 20, 2008, the agreements were amended to increase
the maximum aggregate principal amount to $100,000. This maximum principal
amount may be further amended from time to time.  Interest on
outstanding loans is calculated based on actual days outstanding and a 360 day
year.  Outstanding principal and accrued interest is to be repaid in
full upon the earlier of the completion of a merger or December 31,
2010.  At December 31, 2008, the balance outstanding under these
agreements is $56,510 plus accrued interest of $4,782.  On January 27,
2009, the Company received an additional $11,500 increasing the outstanding
principal balance to $68,010.


F-8





RFG
ACQUISITION II INC.


(A
Development Stage Company)


Notes
to Financial Statements


December
31, 2008





NOTE
7    -         RELATED
PARTY TRANSACTIONS:





On July
17, 2007, an affiliate of the Company, Ten X Holdings, LLC, completed a
$2,500,000 loan to Brewer Investment Group, LLC.  The loan was
interest only, and the principal was convertible into Class A membership
interests in Brewer Investment Group, LLC.  The loan was amended
several times to extend the maturity date to December 31, 2008.  All
other financial terms and conditions of the loan remained the
same.  The loan provides that it may be sold, transferred, assigned or
pledged to certain corporations or other entities, including the Company, or its
current stockholders, who serve as officers and sole director of the Company and
are also the principal owners of, and managers of, Ten X Holdings,
LLC.  On January 6, 2009, after the failure of Brewer Investment
Group, LLC to pay all sums due and payable under the loan within two days after
the amended maturity date, Ten X Holdings, LLC declared the loan to be in formal
default and declared all such sums immediately due and payable and demanded
payment thereof.  As of March 3, 2009 the loan remains
unpaid.





The
Company utilizes the office space and equipment of its management at no
cost.  Management estimates such amounts to be
immaterial.





NOTE
8    -         RECENT
ACCOUNTING PRONOUNCEMENTS:





Statement of Financial
Accounting Standards 141(revised), Business Combinations (“FAS
141R”)


In
December 2007, the Financial Accounting Standards Board issued FAS 141R which
retains the purchase method of accounting for acquisitions, but requires a
number of changes, including changes in the way assets and liabilities are
recognized in the purchase accounting.  It also changes the
recognition of assets acquired and liabilities assumed arising from
contingencies, requires the capitalization of in-process research and
development at fair value, and requires the expensing of acquisition-related
costs as incurred.  FAS 141R is effective for annual periods beginning
on or after December 15, 2008.  The Company does not expect the
adoption of FAS 141R to have an effect on its financial statements.





Statement of Financial
Accounting Standards 160, Noncontrolling Interests in Consolidated Financial
Statements (“FAS 160”)


In
December 2007, the Financial Accounting Standards Board issued FAS 160 which
changes the accounting and reporting for minority interests.  Minority
interests will be recharacterized as noncontrolling interests and will be
reported as a component of equity separate from the parent’s equity, and
purchases or sales of equity interests that do not result in a change in control
will be accounted for as equity transactions.


F-9





RFG
ACQUISITION II INC.


(A
Development Stage Company)


Notes
to Financial Statements


December
31, 2008





NOTE
8    -         RECENT
ACCOUNTING PRONOUNCEMENTS:


(Continued):





In
addition, net income attributable to the noncontrolling interest will be
included in consolidated net income on the face of the income statement and,
upon a loss of control, the interest sold, as well as any interest retained,
will be recorded at fair value with any gain or loss recognized in
earnings.  FAS 160 is effective for annual periods beginning on or
after December 15, 2008.  The Company does not expect the adoption of
FAS 160 to have an effect on its financial statements.





Statement of Financial
Accounting Standards 161, Disclosures about Derivative Instruments and Hedging
Activities – an amendment of FASB Statement No. 133 (“FAS
161”)


In March
2008, the Financial Accounting Standards Board issued FAS 161 which provides
financial statement users better information about the reporting entity’s hedges
by providing for qualitative disclosures about the objectives and strategies for
using derivatives, quantitative data about the fair value of and gains and
losses on derivative contracts, and details of credit-risk-related contingent
features in their hedged positions.  FAS 161 is effective for
financial statements issued for fiscal years beginning after November 15, 2008
and interim periods within those years.  The Company does not expect
the adoption of FAS 161 to have a material effect on the Company’s financial
statements.





Management
does not believe that any other recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying financial statements.


F-10





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





There are
not and have not been any disagreements between the Company and its accountants
on any matter of accounting principles, practices or financial statement
disclosure.





Item
9A.  Controls and Procedures.





Evaluation of Disclosure
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.





Evaluation of Internal
Controls and Procedures





Our
management is also responsible for establishing and maintaining adequate
internal control over financial reporting.  The Company’s internal control
over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles.





Our
internal control over financial reporting includes those policies and procedures
that:


·
            Pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and dispositions of the assets of the
      Company;


·
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations of the Company’s management
      and directors; and


·
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statements.





Management
assessed the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2008.  In making this assessment,
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control over Financial
Reporting – Guidance for Smaller Public Companies.  Based on
our assessment of those criteria, management believes that the Company
maintained effective internal control over financial reporting as of December
31, 2008.


11





Changes in Internal Controls
over Financial Reporting





There
have been no significant changes to the Company’s internal controls over
financial reporting that occurred during our last fiscal quarter of the year
ended December 31, 2008, that materially affected, or were reasonably likely to
materially affect, our internal controls over financial reporting.





Item
9B. Other Information.





None.





PART
III





Item
10. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act.





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





Name
              
              Age
              
              PositionRichard
      F. Beston, Jr.
              
              45
              
              President
      and DirectorJohn
      W. Branch
              
              51
              
              SecretaryDavid
      W. Matre
              
              43
              
              Chief
      Financial Officer





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





Richard F. Beston, Jr., the
Company’s President and sole director, has served in this capacity since the
inception of the Company during August 2006.  Mr. Beston has worked in
the U.S. capital markets for over 15 years with top securities firms in New York
and Chicago.  He has served in senior leadership roles in Management,
Investment Banking and Institutional Sales/Trading.  His career has
focused on the areas of Emerging Markets, Derivatives, Venture Capital and
Private Equity investing.  Since April 2005, Mr. Beston has served as
Chairman and Chief Executive Officer of RainMaker Financial Group Inc. and
affiliated companies including RainMaker Securities LLC, a NASD/SIPC member
broker/dealer, RM Advisors LLC, a registered Investment Advisor, and the Ten X
Capital Partners Companies, a series of private equity funds, which he founded
in 2004.  Since October 2003, Mr. Beston has also served as the
President of Ten X Holdings LLC.   From July 2002 to September
2003, Mr. Beston was a Senior Vice President with Friedman, Billings, Ramsey
Inc., where he founded and managed the firm’s Chicago office.  From October
2000 to July 2002, Mr. Beston was a Partner with Advanced Equities Inc. in
Chicago, where he specialized in raising capital for emerging private companies
backed by top-tier national venture capital firms.  From November 1994 to
July 1999, Mr. Beston was a Senior Vice President at Societe Generale Group in
New York, where he specialized in emerging market debt, derivatives, and
structured product, while managing 25 of the firm’s largest and most
demanding buy-side account relationships.  Mr. Beston also serves as the
President and sole director of RFG Acquisition II Inc., a blank check,
non-trading and publicly reporting shell company.  Mr. Beston received
his Masters degree in International Management from the American Graduate School
of International Management (Thunderbird) in 1988, and his Bachelors degree from
the University of Iowa in 1985.  He is a member of the Turnaround
Management Association, and holds multiple securities licenses (7, 63, 65, and
24).


12





John W. Branch, the Company’s
Secretary, has served in this capacity since the inception of the Company during
August 2006.  Since August 2004, Mr. Branch has served as the Vice
President and General Counsel of Ten X Holdings, a consulting and business
holdings entity.  He also serves as the Vice President and General
Counsel of Ten X Capital Partners Companies, a series of private equity funds
and as the Vice President of RainMaker Securities LLC, a NASD/SIPC member
broker/dealer.  In addition, he is the Chief Operating Officer of
RainMaker Financial Group Inc. and the Vice President and General Counsel of RM
Advisors LLC, entities where he provides legal counsel and business
analysis.  From October 2002 until July 2004, Mr. Branch was in
private law practice.  Prior to holding these positions, from October
2000 to September 2002, Mr. Branch served as the Chief Financial Officer of Gold
Coast Water Company, LLC and the Chief Financial Officer of Atlantic Beverage
Company, LLC.  Mr. Branch brings over 20 years of experience as a
Certified Public Accountant and over 15 years as an attorney at
law.  He has significant experience in business start-ups,
turnarounds, taxation, securities offerings, business transactional law and
litigation.  Mr. Branch also serves as the Secretary of RFG
Acquisition II Inc., a blank check, non-trading and publicly reporting shell
company.  Mr. Branch received his Juris Doctorate from Western State
University College of Law and has earned a Bachelor of Science degree from the
University of Redlands with a major in Accounting.





David W. Matre, the Company’s
Chief Financial Officer, has served in this capacity since the inception of the
Company during August 2006.  Since February 2006, Mr. Matre has served as
the Chief Financial Officer of Ten X Capital Partners Companies, a series of
private equity funds.  From June 2001 to February 2006, Mr. Matre was
the Vice President and Treasurer of Midas, Inc., a NYSE listed franchisor of
auto repair facilities.  From October 1999 to March 2001, Mr. Matre was the
Chief Financial Officer of Closerlook, Inc., a professional services firm. 
Prior to 1999, Mr. Matre held various senior financial positions in early stage,
pre-IPO and publicly traded high growth companies.  His background includes
a demonstrated track record in strategic planning, mergers & acquisitions,
financial reporting and domestic and international banking.  He has managed
numerous capital markets transactions and is a proven leader in financial
analysis, cash management and actively managing multiple project/companies
simultaneously in a portfolio approach.  Mr. Matre also serves as the Chief
Financial Officer of RFG Acquisition II Inc., a blank check, non-trading and
publicly reporting shell company.  Mr. Matre earned a Master of
Business Administration degree from DePaul University and a Bachelor of Science
degree in Business Administration from the University of Wisconsin-Stevens
Point.





(b)  Significant
Employees.





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





(c)  Family
Relationships.





There are no family relationships among
directors, executive officers, or persons nominated or chosen by the issuer to
become directors or executive officers.




(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 SEC on Forms 3, 4 and 5.
Officers, directors and greater than 10% stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms
they file.


13





Based
solely on the Company’s review of the copies of the forms received by it during
the fiscal year ended December 31, 2008 and written representations that no
other reports were required, the Company believes that no persons who, at any
time during such fiscal year, was a director, officer or beneficial owner of
more than 10% of Common Stock failed to comply with all Section 16(a)
filing requirements during such fiscal year.




Code
of Ethics




On
December 31, 2007, Company adopted a formal code of ethics statement for senior
officers and directors (the “Code of Ethics”) that is designed to deter
wrongdoing and to promote ethical conduct and full, fair, accurate, timely and
understandable reports that the Company files or submits to the Securities and
Exchange Commission and others.  A form of the Code of Ethics has been
filed as an exhibit to the Company’s annual report on Form 10-KSB filed with the
Securities and Exchange Commission on March 5, 2008.  Requests for
copies of the Code of Ethics should be sent in writing to RFG Acquisition II
Inc., Attention: President, c/o RainMaker Financial Group Inc., 650 Warrenville
Road, Suite 103, Lisle, Illinois 60532.





Nominating
Committee





We have not adopted any procedures by
which security holders may recommend nominees to our Board of
Directors.





Audit
Committee





The Board of Directors acts as the
audit committee. The Company does not have a qualified financial expert at this
time because it has not been able to hire a qualified candidate. Further, the
Company believes that it has inadequate financial resources at this time to hire
such an expert.  The Company intends to continue to search for a
qualified individual for hire.





Item
11. Executive Compensation.





The
following table sets forth the cash and other compensation paid by the Company
to its President and all other executive officers who earned annual compensation
exceeding $100,000 for services rendered during the fiscal year ended December
31, 2008 and December 31, 2007.





Name and Position
                          
                          Year
                          
                          Cash Compensation
                          
                          Other CompensationRichard
      F. Beston, Jr., President and Director
                          
                          2008
                            2007
                          
                          None
                            None
                          
                          None
                            NoneJohn
      W. Branch, Secretary
                          
                          2008
                            2007
                          
                          None
                            None
                          
                          None
                            NoneDavid
      W. Matre, Chief Financial Officer
                          
                          2008
                            2007
                          
                          None
                            None
                          
                          None
                            None





Director
Compensation





We do not currently pay any cash fees
to our directors, nor do we pay directors’ expenses in attending board
meetings.





Employment
Agreements





The
Company is not a party to any employment agreements.


14





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





(a)           The
following tables set forth certain information as of March 3, 2009, 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 ClassRichard F.
      Beston, Jr. (1)
                        c/o
      RainMaker Financial Group Inc.
                        650
      Warrenville Road, Suite 103
                        Lisle,
      IL  60532
                      
                      
                      1,250,000
                      
                      
                      
                      50
                      %John
      W. Branch (2)
                        c/o
      RainMaker Financial Group Inc.
                        650
      Warrenville Road, Suite 103
                        Lisle,
      IL  60532
                      
                      
                      1,250,000
                      
                      
                      
                      50
                      %David
      W. Matre (3)
                        650
      Warrenville Road
                        Suite
      103
                        Lisle,
      IL 60532
                      
                      
                      0
                      
                      
                      
                      0
                      %All
      Directors and Officers as a Group
                        (3
      individuals)
                      
                      
                      2,500,000
                      
                      
                      
                      100
                      %





(1)
            Richard
      F. Beston, Jr. is President and Director of the
  Company.


(2)
            John
      W. Branch is Secretary of the
Company.


(3)
            David
      W. Matre is Chief Financial Officer of the
  Company.





(b)           The
Company currently has not authorized any compensation plans or individual
compensation arrangements.





Item
13. Certain Relationships and Related Transactions.





On July 17, 2007, Ten X Holdings, LLC,
an Illinois limited liability company and an affiliate of the Company (“Ten X”),
was issued a convertible promissory note by Brewer Investment Group, LLC, an
Illinois limited liability company (“Brewer”) in consideration for $2,500,000
that Ten X loaned to Brewer (the “Note”).  The principal of the Note was
convertible into Class A membership interests of Brewer.  No interest shall
accrue on the Note, and the Note was due and payable on December 31,
2007.  The loan was amended several times to extend the maturity date
to December 31, 2008.  All other financial terms and conditions of the
loan remained the same.  The loan provides that it may be sold,
transferred, assigned or pledged to certain corporations or other entities,
including the Company, or its current stockholders, who serve as officers and
sole director of the Company and are also the principal owners of, and managers
of, Ten X Holdings, LLC.  On January 6, 2009, after the failure of
Brewer Investment Group, LLC to pay all sums due and payable under the loan
within two days after the amended maturity date, Ten X Holdings, LLC declared
the loan to be in formal default and declared all such sums immediately due and
payable and demanded payment thereof.  As of March 3, 2009 the loan
remains unpaid.


15





On November 20, 2006, the Company
entered into a line of credit agreement with each of its two stockholders (the
“Loan Agreements”).  The Loan Agreements each provide the Company with
a revolving credit line up to a maximum of $6,255, for an aggregate credit line
of $12,510 (the “Credit Line”).  The Credit Line may be increased or
amended from time to time.  The outstanding amount due under the
Credit Line will accrue interest at a rate of 4.75% per annum and will be
calculated based on actual days outstanding and a 360-day
year.  Outstanding principal and accrued interest shall be repaid in
full upon the earlier of the completion of a merger or December 31,
2010.  On February 26, 2007, the Loan Agreements were amended to
increase the Credit Line to an aggregate of $30,000.  The Loan
Agreements were further amended on June 1, 2007 to increase the interest rate
charged on outstanding loan borrowings from 4.75% per annum to the Prime Rate of
Interest, as listed in the Wall Street Journal, plus 1% per annum.  In
addition, the default rate of interest was changed from 10.0% to the prime rate
of interest, as reported in the Wall Street Journal, plus 6.0% per
annum.  On September 24, 2007, the Loan Agreements were amended to
further increase the Credit Line to an aggregate of $50,000.  On June
20, 2008, the agreements were amended to increase the maximum aggregate
principal amount to $100,000. This maximum principal amount may be further
amended from time to time.  Interest on outstanding loans is
calculated based on actual days outstanding and a 360 day
year.  Outstanding principal and accrued interest is to be repaid in
full upon the earlier of the completion of a merger or December 31,
2010.  At December 31, 2008, the balance outstanding under these
agreements is $56,510 plus accrued interest of $4,782.  On January 27,
2009, the Company received an additional $11,500 increasing the outstanding
principal balance to $68,010.





The
Company utilizes the office space and equipment of its management at no
cost.  Management estimates such amounts to be
immaterial.





Except as
otherwise indicated herein, there have been no related party transactions, or
any other transactions or relationships required to be disclosed pursuant to
Item 404 of Regulation S-K.





Item
14.  Principal Accounting Fees and Services





Raich
Ende Malter & Company LLP (“Raich Ende”) is the Company's independent
registered public accounting firm.





Audit
Fees





The
aggregate fees billed by Raich Ende for professional services rendered for the
audit of our annual financial statements and review of financial statements
included in our quarterly reports on Form 10-Q or services that are normally
provided in connection with statutory and regulatory filings were $17,500for the fiscal year
ended December 31, 2008 and $17,500for the fiscal year
ended December 31, 2007.





Audit-Related
Fees





There
were no feesbilled
by Raich Ende for assurance and related services that are reasonably related to
the performance of the audit or review of the Company’s financial statements for
the fiscal year ended December 31, 2008 and for the period ended December 31,
2007.





Tax
Fees





The
aggregate fees billed by Raich Ende for professional services for tax
compliance, tax advice, and tax planning were $500 for the fiscal year ended
December 31, 2008 and$500 for the period
ended December 31, 2007.


16





All
Other Fees





There
were no fees billed by Raich Ende for other products and services for the fiscal
year ended December 31, 2008 andfor the period ended
December 31, 2007.





Audit
Committee’s Pre-Approval Process





The Board of Directors acts as
the audit committee of the Company, and accordingly, all services are approved
by all the members of the Board of Directors.





Part
IV





Item
15. Exhibits, Financial Statement Schedules





(a)  We
set forth below a list of our audited financial statements included in Item 8 of
this annual report on Form 10-K.





Statement
                
                Page*Report
      of Independent Registered Public Accounting Firm
                
                F-1Balance
      Sheets
                
                F-2Statements
      of Operations
                
                F-3Statement
      of Changes in Stockholder’s Equity (Deficit)
                
                F-4Statements
      of Cash Flows
                
                F-5Notes
      to Financial Statements
                
                F-6








*Page F-1
follows page 10 to this annual report on Form 10-K.




(b) Index
to Exhibits required by Item 601 of Regulation S-K.





Exhibit
                  
                  Description*3.1
                  
                  Certificate
      of Incorporation*3.2
                  
                  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-K for the year ended December 31,
200831.2
                  
                  Certification
      of the Company’s Principal Executive Officer and 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-K for the year ended
      December 31, 200832.1
                  
                  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
      200232.1
                  
                  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 registration statement on Form 10-SB, as
      filed with the Securities and Exchange Commission on November 22, 2006 and
      incorporated herein by this
reference.


17




SIGNATURES





In accordance with Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.





RFG
      ACQUISITION II INC.Dated:
      March 6, 2009
                    By:
                    /s/ Richard F. Beston,
  Jr.Richard
      F. Beston, Jr.President
      and DirectorPrincipal
      Executive OfficerDated:
      March 6, 2009
                    By:
                    /s/ John W. BranchJohn
      W. BranchSecretaryDated:
      March 6, 2009
                    By:
                    /s/ David W. MatreDavid
      W. MatreChief
      Financial OfficerPrincipal
      Financial
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/ Richard F. Beston, Jr.
                  
                  President
      and Sole Director
                  March
      6, 2009Richard
      F. Beston, Jr.




18