**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**Form
      10-KSB**





(Mark
      One)





**xANNUAL
      REPORT
      PURSUANT TO SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      fiscal year ended December 31, 2007





**o TRANSITION
      REPORT
      PURSUANT TO 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 103Lisle,
                Illinois
            
            60532(Address
                of principal executive offices)
            
            (zip
                code)


`


Registrant’s
      telephone number, including area code:


(312)
      896-8292


______________________________________________





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 issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o





Check
      whether the issuer (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 xNo o.





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B (§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-KSB
      or any amendment to this Form 10-KSB. x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes xNo o.




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





As
      of
      March 3, 2008, there were 2,500,000 shares of common stock, par value $.0001
      per
      share, outstanding, none of which were held by non-affiliates.





Transitional
      Small Business Disclosure Format (check one): Yes oNo x





**DOCUMENTS
      INCORPORATED BY REFERENCE:**





**None**





**FORWARD-LOOKING
      STATEMENTS**





Certain
      statements made in this Annual Report on Form 10-KSB 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 particularly in view of the current state of our operations, the
      inclusion of such information should not be regarded as a statement by us or
      any
      other person that our objectives and plans will be achieved. Factors that could
      cause actual results to differ materially from those expressed or implied by
      such forward-looking statements include, but are not limited to, the factors
      set
      forth herein under the headings “Business,” “Plan of Operation” and “Risk
      Factors”. We undertake no obligation to revise or update publicly any
      forward-looking statements for any reason.





2





**PART
      I**





**Item
      1. Description of Business.**





**Introduction**





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, based on proposed business activities, is a “blank check” company. 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." Many states have enacted statutes, rules
      and
      regulations limiting the sale of securities of "blank check" companies in their
      respective jurisdictions. The Company is also a “shell company,” defined in Rule
      12b-2 under the Exchange Act as a company with no or nominal assets (other
      than
      cash) and no or nominal operations. 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 we are 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 an operating business. 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.





**Competition**





The
      Company faces vast competition from other shell companies with the same
      objectives. The Company is in a highly competitive market for a small number
      of
      business opportunities which could reduce the likelihood of consummating a
      successful business combination. A large number of established and well-financed
      entities, including small public companies and venture capital firms, are active
      in mergers and acquisitions of companies that may be desirable target candidates
      for us. Nearly all these entities have significantly greater financial
      resources, technical expertise and managerial capabilities than we do;
      consequently, we will be at a competitive disadvantage in identifying possible
      business opportunities and successfully completing a business combination.
      These
      competitive factors may reduce the likelihood of our identifying and
      consummating a successful business combination.





**Employees**





We
      have
      no employees other than our management who devotes only a limited amount of
      time
      to our business.




3


**Risk
      Factors**




**You
      should carefully review and consider the following risks as well as all other
      information contained in this Annual Report on Form 10-KSB, including our
      financial statements and the notes to those statements. The following risks
      and
      uncertainties are not the only ones facing us. Additional risks and
      uncertainties of which we are currently unaware or which we believe are not
      material also could materially adversely affect our business, financial
      condition, results of operations, or cash flows. To the extent any of the
      information contained in this annual report constitutes forward-looking
      information, the risk factors set forth below are cautionary statements
      identifying important factors that could cause our actual results
      for various financial reporting periods to differ materially from those
      expressed in any forward-looking statements made by or on our behalf and could
      materially adversely effect our financial condition, results of operations
      or
      cash flows.**





***There
      may be conflicts of interest between our management and our non-management
      stockholders.***





Conflicts
      of interest create the risk that management may have an incentive to act
      adversely to the interests of the Company. A conflict of interest may arise
      between our management's personal pecuniary interest and its fiduciary duty
      to
      our stockholders. In addition, our management is currently involved with other
      blank check companies, and in the pursuit of business combinations, conflicts
      with such other blank check companies with which it is, and may in the future
      become, affiliated, may arise. If we and the other blank check companies that
      our management is affiliated with desire to take advantage of the same
      opportunity, then those members of management that are affiliated with both
      companies would abstain from voting upon the opportunity. In the event of
      identical officers and directors, the officers and directors will arbitrarily
      determine the company that will be entitled to proceed with the proposed
      transaction.





Further,
      RainMaker Securities LLC (“RainMaker Securities”), a registered broker-dealer,
      may act as investment banker, placement agent or financial consultant to the
      Company or an acquisition candidate in connection with a potential business
      combination transaction. Richard
      F. Beston, Jr. ,
      our
      President and sole director, is currently the Chairman and Chief Executive
      Officer of RainMaker Securities and John W. Branch, our Secretary, is currently
      the Vice President of RainMaker Securities. We cannot assure you that conflicts
      of interest among us, RainMaker Securities and our stockholders will not
      develop.





***We
      have a limited operating history.***





We
      have a
      limited operating history and no revenues or earnings from operations since
      inception, and there is a risk that we will be unable to continue as a going
      concern and consummate a business combination. We have no significant assets
      or
      financial resources. We will, in all likelihood, sustain operating expenses
      without corresponding revenues, at least until the consummation of a merger
      or
      other business combination with a private company. This may result in our
      incurring a net operating loss that will increase unless we consummate a
      business combination with a profitable business. We cannot assure you that
      we
      can identify a suitable business opportunity and consummate a business
      combination, or that any such business will be profitable at the time of its
      acquisition by us or ever.





***We
      have incurred and may continue to incur losses.***





Since
      inception (August 29, 2006) through December 31, 2007, we have incurred a net
      loss of $(63,443).  We
      expect
      that we will incur losses at least until we complete a merger or other business
      combination with an operating business and perhaps after such a combination
      as
      well. There can be no assurance that we will complete a merger or other business
      combination with an operating business or that we will ever be profitable.





4





***We
      face a number of risks associated with potential
      acquisitions.***





We
      intend
      to use reasonable efforts to complete a merger or other business combination
      with an operating business. Such combination will be accompanied by risks
      commonly encountered in acquisitions, including, but not limited to,
      difficulties in integrating the operations, technologies, products and personnel
      of the acquired companies and insufficient revenues to offset increased expenses
      associated with acquisitions. Failure to manage and successfully integrate
      acquisitions we make could harm our business, our strategy and our operating
      results in a material way.




***There
      is competition for those private companies suitable for a merger transaction
      of
      the type contemplated by management.***





The
      Company is in a highly competitive market for a small number of business
      opportunities which could reduce the likelihood of consummating a successful
      business combination. We are, and will continue to be, an insignificant
      participant in the business of seeking mergers with, joint ventures with and
      acquisitions of small private and public entities. A large number of established
      and well-financed entities, including small public companies and venture capital
      firms, are active in mergers and acquisitions of companies that may be desirable
      target candidates for us. Nearly all these entities have significantly greater
      financial resources, technical expertise and managerial capabilities than we
      do;
      consequently, we will be at a competitive disadvantage in identifying possible
      business opportunities and successfully completing a business combination.
      These
      competitive factors may reduce the likelihood of our identifying and
      consummating a successful business combination.





***Future
      success is highly dependent on the ability of management to locate and attract
      a
      suitable acquisition.***





The
      nature of our operations is highly speculative, and there is a consequent risk
      of loss of your investment. The success of our plan of operation will depend
      to
      a great extent on the operations, financial condition and management of the
      identified business opportunity. While management intends to seek business
      combination(s) with entities having established operating histories, we cannot
      assure you that we will be successful in locating candidates meeting that
      criterion. In the event we complete a business combination, the success of
      our
      operations may be dependent upon management of the successor firm or venture
      partner firm and numerous other factors beyond our control.





***Management
      intends to devote only a limited amount of time to seeking a target company
      which may adversely impact our ability to identify a suitable acquisition
      candidate.***




While
      seeking a business combination, management anticipates devoting very limited
      time to the Company's affairs. Our officers have not entered into written
      employment agreements with us and are not expected to do so in the foreseeable
      future. This limited commitment may adversely impact our ability to identify
      and
      consummate a successful business combination.





***There
      can be no assurance that the Company will successfully consummate a business
      combination.***





We
      can
      give no assurances that we will successfully identify and evaluate suitable
      business opportunities or that we will conclude a business combination.
      Management has not identified any particular industry or specific business
      within an industry for evaluation. We cannot guarantee that we will be able
      to
      negotiate a business combination on favorable terms.





5


***The
      time and cost of preparing a private company to become a public reporting
      company may preclude us from entering into a merger or acquisition with the
      most
      attractive private companies.***





Target
      companies that fail to comply with SEC reporting requirements may delay or
      preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
      reporting companies to provide certain information about significant
      acquisitions, including certified financial statements for the company acquired,
      covering one, two, or three years, depending on the relative size of the
      acquisition. The time and additional costs that may be incurred by some target
      entities to prepare these statements may significantly delay or essentially
      preclude consummation of an acquisition. Otherwise suitable acquisition
      prospects that do not have or are unable to obtain the required audited
      statements may be inappropriate for acquisition so long as the reporting
      requirements of the Exchange Act are applicable.





***The
      Company may be subject to further government regulation which would adversely
      affect our operations.***





Although
      we are subject to the reporting requirements under the Exchange Act, management
      believes we are not subject to regulation under the Investment Company Act
      of
      1940, as amended (the “Investment Company Act”), since we are not engaged in the
      business of investing or trading in securities. If we engage in business
      combinations which result in our holding passive investment interests in a
      number of entities, we could be subject to regulation under the Investment
      Company Act. If so, we would be required to register as an investment company
      and could be expected to incur significant registration and compliance costs.
      We
      have obtained no formal determination from the SEC as to our status under the
      Investment Company Act and, consequently, violation of the Investment Company
      Act could subject us to material adverse consequences.





***Any
      potential acquisition or merger with a foreign company may subject us to
      additional risks.***





If
      we
      enter into a business combination with a foreign company, we will be subject
      to
      risks inherent in business operations outside of the United States. These risks
      include, for example, currency fluctuations, regulatory problems, punitive
      tariffs, unstable local tax policies, trade embargoes, risks related to shipment
      of raw materials and finished goods across national borders and cultural and
      language differences. Foreign economies may differ favorably or unfavorably
      from
      the United States economy in growth of gross national product, rate of
      inflation, market development, rate of savings, and capital investment, resource
      self-sufficiency and balance of payments positions, and in other
      respects.





***The
      Company may be subject to certain tax consequences in our business, which may
      increase our cost of doing business.***





We
      may
      not be able to structure our acquisition to result in tax-free treatment for
      the
      companies or their stockholders, which could deter third parties from entering
      into certain business combinations with us or result in being taxed on
      consideration received in a transaction. Currently, a transaction may be
      structured so as to result in tax-free treatment to both companies, as
      prescribed by various federal and state tax provisions. We intend to structure
      any business combination so as to minimize the federal and state tax
      consequences to both us and the target entity; however, we cannot guarantee
      that
      the business combination will meet the statutory requirements of a tax-free
      reorganization or that the parties will obtain the intended tax-free treatment
      upon a transfer of stock or assets. A non-qualifying reorganization could result
      in the imposition of both federal and state taxes that may have an adverse
      effect on both parties to the transaction.





***Our
      business will have no revenue unless and until we merge with or acquire an
      operating business.***





We
      are a
      development stage company and have had no revenue from operations. We do not
      expect to realize any revenue unless and until we successfully merge with or
      acquire an operating business.




6




***Because
      we may seek to complete a business combination through a “reverse merger”,
      following such a transaction we may not be able to attract the attention of
      major brokerage firms.***





Additional
      risks may exist since we expect to assist a privately held business to become
      public through a “reverse merger.” Securities analysts of major brokerage firms
      may not provide coverage of our Company since there is no incentive to brokerage
      firms to recommend the purchase of our common stock, par value $0.0001 per
      share
      (the “Common Stock”). No assurance can be given that brokerage firms will want
      to conduct any secondary offerings on behalf of our post-merger company in
      the
      future.





***We
      cannot assure you that following a business combination with an operating
      business, our Common Stock will be listed on NASDAQ or any other securities
      exchange.***




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





***Our
      stockholders may have a minority interest in the Company following a merger
      or
      other business combination with an operating business.***





If
      we
      consummate a merger or business combination with a company with a value in
      excess of the value of our Company and issue shares of Common
      Stock to
      the
      stockholders of such company as consideration for merging with us, our
      stockholders would own less than 50% of the Company after the business
      combination. The stockholders of the acquired company would therefore be able
      to
      control the election of our board of directors (the “Board of Directors”) and
      control our Company.





***There
      is currently no trading market for our Common Stock, and liquidity of shares
      of
      our Common Stock is limited.***





Shares
      of
      our Common
      Stock are
      not
      registered under the securities laws of any state or other jurisdiction, and
      accordingly there is no public trading market for the Common
      Stock .
      Further, no public trading market is expected to develop in the foreseeable
      future unless and until the Company completes a business combination with an
      operating business and the Company thereafter files a registration statement
      under the Securities Act of 1933, as amended (the “Securities Act”). Therefore,
      outstanding shares of Common
      Stock cannot
      be
      offered, sold, pledged or otherwise transferred unless subsequently registered
      pursuant to, or exempt from registration under, the Securities Act and any
      other
      applicable federal or state securities laws or regulations. S hares
      of Common
      Stock cannot
      be
      sold under the exemptions from registration provided by Rule 144 under or
      Section 4(1) of the Securities Act (“Rule 144”), in accordance with the letter
      from Richard K. Wulff, Chief of the Office of Small Business Policy of the
      Securities and Exchange Commission’s Division of Corporation Finance, to Ken
      Worm of NASD Regulation, dated January 21, 2000 (the “Wulff Letter”). The Wulff
      Letter provides that certain private transfers of the shares of common stock
      also may be prohibited without registration under federal securities laws.
      The
      SEC changed certain aspects of the Wulff Letter and such changes apply
      retroactively to our stockholders. Since February 15, 2008, all holders of
      shares of common stock of a “shell company” have been permitted to sell their
      shares of common stock under Rule 144, subject to certain restrictions, starting
      one year after (i) the completion of a business combination with a private
      company in a reverse merger or reverse takeover transaction after which the
      company would cease to be a “shell company” (as defined in Rule 12b-2 under the
      Exchange Act) and (ii) the disclosure of certain information on a Current Report
      on Form 8-K within four business days thereafter.




7




Compliance
      with the criteria for securing exemptions under federal securities laws and
      the
      securities laws of the various states is extremely complex, especially in
      respect of those exemptions affording flexibility and the elimination of trading
      restrictions in respect of securities received in exempt transactions and
      subsequently disposed of without registration under the Securities Act or state
      securities laws.





***There
      are issues impacting liquidity of our securities with respect to the SEC’s
      review of a future resale registration statement.***





Since
      shares of our Common
      Stock issued
      prior to a business combination or reverse merger cannot currently, nor will
      they for a considerable period of time after we complete a business combination,
      be available to be offered, sold, pledged or otherwise transferred without
      being
      registered pursuant to the Securities Act, we will likely file a resale
      registration statement on Form SB-2 or Form S-1, or some other available form,
      to register for resale such shares of Common
      Stock .
      We
      cannot control this future registration process in all respects as some matters
      are outside our control. Even if we are successful in causing the effectiveness
      of the resale registration statement, there can be no assurances that the
      occurrence of subsequent events may not preclude our ability to maintain the
      effectiveness of the registration statement. Any of the foregoing items could
      have adverse effects on the liquidity of our shares of Common
      Stock .





In
      addition, the SEC has recently disclosed that it has developed internal informal
      guidelines concerning the use of a resale registration statement to register
      the
      securities issued to certain investors in private investment in public equity
      (PIPE) transactions, where the issuer has a market capitalization of less than
      $75 million and, in general, does not qualify to file a Registration Statement
      on Form S-3 to register its securities if the issuer’s securities are listed on
      the Over-the-Counter Bulletin Board or on the Pink Sheets. The SEC has
      taken the position that these smaller issuers may not be able to rely on Rule
      415 under the Securities Act (“Rule 415”), which generally permits the offer and
      sale of securities on a continued or delayed basis over a period of time, but
      instead would require that the issuer offer and sell such securities in a direct
      or "primary" public offering, at a fixed price, if the facts and circumstances
      are such that the SEC believes the investors seeking to have their shares
      registered are underwriters and/or affiliates of the issuer. It appears that
      the
      SEC in most cases will permit a registration for resale of up to one third
      of
      the total number of shares of common stock then currently owned by persons
      who
      are not affiliates of such issuer and, in some cases, a larger percentage
      depending on the facts and circumstances. Staff members also have indicated
      that
      an issuer in most cases will have to wait until the later of six months after
      effectiveness of the first registration or such time as substantially all
      securities registered in the first registration are sold before filing a
      subsequent registration on behalf of the same investors. Since, following a
      reverse merger or business combination, we may have little or no tradable shares
      of Common
      Stock ,
      it is
      unclear as to how many, if any, shares of Common
      Stock the
      SEC
      will permit us to register for resale, but SEC staff members have indicated
      a
      willingness to consider a higher percentage in connection with registrations
      following reverse mergers with shell companies such as the Company. The SEC
      may
      require as a condition to the declaration of effectiveness of a resale
      registration statement that we reduce or “cut back” the number of shares of
      common stock to be registered in such registration statement. The result of
      the
      foregoing is that a stockholder’s liquidity in Common
      Stock may
      be
      adversely affected in the event the SEC requires a cut back of the securities
      as
      a condition to allow the Company to rely on Rule 415 with respect to a resale
      registration statement, or, if the SEC requires us to file a primary
      registration statement.




8




***We
      have never paid dividends on our Common Stock.***





We
      have
      never paid dividends on our Common
      Stock and
      do
      not presently intend to pay any dividends in the foreseeable future. We
      anticipate that any funds available for payment of dividends will be re-invested
      into the Company to further its business strategy.





***The
      Company intends to issue more shares in a merger or acquisition, which will
      result in substantial dilution.***





Our
      Certificate of Incorporation authorizes the issuance of a maximum of
      100,000,000 shares of Common
      Stock and
      a
      maximum of 10,000,000 shares of preferred stock, par value $.0001 per share
      (the
“Preferred Stock”). Any merger or acquisition effected by us may result in the
      issuance of additional securities without stockholder approval and the
      substantial dilution in the percentage of Common Stock held by our then existing
      stockholders. Moreover, the Common Stock issued in any such merger or
      acquisition transaction may be valued on an arbitrary or non-arm’s-length basis
      by our management, resulting in an additional reduction in the percentage of
      Common Stock held by our current stockholder. Our Board of Directors has the
      power to issue any or all of such authorized but unissued shares without
      stockholder approval. To
      the
      extent that additional shares of Common Stock or Preferred Stock are issued
      in
      connection with a business combination or otherwise, dilution to the interests
      of our stockholder will occur and the rights of the holder of Common Stock
      might
      be materially and adversely affected.





***Our
      stockholders may engage in a transaction to cause the Company to repurchase
      their shares of Common Stock.*** ****





In
      order
      to provide an interest in the Company to a third party, our stockholders may
      choose to cause the Company to sell Company securities to third parties, with
      the proceeds of such sale being utilized by the Company to repurchase their
      shares of Common Stock. As a result of such transaction, our management,
      stockholders and Board of Directors may change.





***Our
      Board of Directors has the power to issue shares of Preferred Stock with certain
      rights without stockholder approval.***





Our
      Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
      of Preferred Stock with designations, rights and preferences determined from
      time to time by its Board of Directors. Accordingly, our Board of Directors
      is
      empowered, without stockholder approval, to issue shares of Preferred Stock
      with
      dividend, liquidation, conversion, voting, or other rights which could adversely
      affect the voting power or other rights of the holders of the Common
      Stock .
      In the
      event of issuance, the Preferred Stock could be utilized, under certain
      circumstances, as a method of discouraging, delaying or preventing a change
      in
      control of the Company. Although we have no present intention to issue any
      shares of our authorized Preferred Stock, there can be no assurance that we
      will
      not do so in the future.





***Control
      by Management.***





Management
      currently owns 100% of all the issued and outstanding Common Stock of the
      Company. Consequently, management has the ability to influence control of the
      operations of the Company and, acting together, will have the ability to
      influence substantially all matters submitted to stockholders for approval,
      including :





·
            Election
                of the board of directors;





·
            Removal
                of any directors;




9




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





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





These
      stockholders will thus have substantial influence and control over our
      management and affairs. Accordingly, this concentration of ownership may have
      the effect of impeding a merger, consolidation, takeover or other business
      consolidation, or discouraging a potential acquirer from making a tender offer
      for our C ommon
      Stock .





**Item
      2. Description of Property.**





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





**Item
      3. Legal Proceedings.**





Presently,
      there are not any material pending legal proceedings to which the Company is
      a
      party or as to which any of its property is subject, and no such proceedings
      are
      known to the Company to be threatened or contemplated against it.





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





None.





**PART
      II**





**Item
      5. Market for Common Equity, 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. Our Common Stock is not listed on a publicly-traded market.
      As
      of March 3, 2008, there were two holders of record of our Common
      Stock.





**Preferred
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
      of Preferred Stock. The Company has not yet issued any of the Preferred Stock.





**Dividend
      Policy**





The
      Company has not declared or paid any cash dividends on 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.




10




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





None.





**Recent
      Sales of Unregistered Securities**





The
      Company did not sell any equity securities that were not registered under the
      Securities Act during the fiscal quarter ended December 31, 2007.




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 and Regulation
        D
        promulgated thereunder. 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 Company 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.





**Item
      6. Management’s Discussion and Analysis or Plan of
      Operation.**





**Plan
      of Operation**





The
      Company has not realized any revenues from operations since inception, and
      its
      plan of operation for the next twelve months is to locate a suitable acquisition
      or merger candidate and consummate a business combination. The Company may
      need
      additional cash advances from its stockholders or loans from other parties
      to
      pay for operating expenses until the Company consummates a merger or business
      combination with a privately-held operating company. Although it is currently
      anticipated that the Company can satisfy its cash requirements with additional
      cash advances or loans from other parties, if needed, for at least the next
      twelve months, the Company can provide no assurance that it can continue to
      satisfy its cash requirements for such period.





Since
      our
      formation on August 29, 2006, our purpose has been to effect a business
      combination with an operating business which we believe has significant growth
      potential. We are currently considered to be a “blank check” company in as much
      as we have no specific business plans, no operations, revenues or employees.
      We
      currently have no definitive agreements or understanding with any prospective
      business combination candidates and have not targeted any business for
      investigation and evaluation nor are there any assurances that we will find
      a
      suitable business with which to combine. The implementation of our business
      objectives is wholly contingent upon a business combination and/or the
      successful sale of securities in the company.




As
      a
      result of our limited resources, we expect to effect only a single business
      combination. Accordingly, the prospects for our success will be entirely
      dependent upon the future performance of a single business. Unlike certain
      entities that have the resources to consummate several business combinations
      or
      entities operating in multiple industries or multiple segments of a single
      industry, we will not have the resources to diversify our operations or benefit
      from the possible spreading of risks or offsetting of losses. A target business
      may be dependent upon the development or market acceptance of a single or
      limited number of products, processes or services, in which case there will
      be
      an even higher risk that the target business will not prove to be commercially
      viable.


11





Our
      officers and sole director are only required to devote a very limited portion
      of
      their time to our affairs on a part-time or as-needed basis. We expect to use
      outside consultants, advisors, attorneys and accountants as necessary, none
      of
      which will be hired on a retainer basis. We do not anticipate hiring any
      full-time employees so long as we are seeking and evaluating business
      opportunities.





We
      expect
      our present management to play no managerial role in the Company following
      a
      merger or business combination. Although we intend to scrutinize closely the
      management of a prospective target business in connection with our evaluation
      of
      a business combination with a target business, our assessment of management
      may
      be incorrect. We cannot assure you that we will find a suitable business with
      which to combine.





**Results
      of Operations**





The
      Company has not conducted any active operations since inception, except for
      its
      efforts to locate a suitable acquisition or merger transaction. No revenue
      has
      been generated by the Company during such period, and it is unlikely the Company
      will have any revenues unless it is able to effect an acquisition of or merger
      with another operating company, of which there can be no assurance.





**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.


12




**Item
      7 - Financial Statements**




**RFG
      ACQUISITION II INC.**


*(A
      Development Stage Company)*


*Table
      of Contents*


*December
      31, 2007*


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




13





**Report
      of Independent Registered Public Accounting Firm**





To
      the
      Board of Directors


RFG
      Acquisition II, Inc.





We
      have
      audited the accompanying balance sheet of RFG Acquisition II, Inc. (a
      development stage company) (“the Company”) as of December 31, 2007, and the
      related statements of operations, stockholder’s equity/(deficiency), and cash
      flows for the year then ended and the period August 29, 2006 (inception) through
      December 31, 2006, and the cumulative period August 29, 2006 (inception) through
      December 31, 2007. 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 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 auditing 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, 2007 and the results of its operations and its cash flows for
      the
      year ended December 31, 2007, the period August 29, 2006 (inception) through
      December 31, 2006, and the cumulative period August 29, 2006 (inception) through
      December 31, 2007, in conformity with accounting principles generally accepted
      in the United States of America.





/s/
      Raich
      Ende Malter & Co. LLP





**RAICH
      ENDE MALTER & CO. LLP**


New
      York,
      New York


March
      3,
      2008


F-1




**RFG
      ACQUISITION II INC.**


*(A
        Development Stage Company)*
 *Balance
        Sheet*
 *December
        31, 2007*
  **Assets*****Current
                  Assets***Cash
              
              $
              353*Total
                  Assets*
              
              $
              353**Liabilities
                  and Stockholders’ Equity/(Deficiency)*****Short
                  Term Liabilities***Accounts
                  payable
              
              $
              3,500Accrued
                  expenses
              
              
              60**Total
                  Short Term Liabilities**
              
              
              3,560***Long
                  Term Liabilities***Loan
                  payable – stockholders
              
              
              28,510Accrued
                  interest payable
              
              
              1,726**Total
                  Long Term Liabilities**
              
              
              30,236**Total
                  Liabilities**
              
              
              33,796***Stockholders’
                  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
              
              
              250Additional
                  paid-in capital
              
              
              29,750Deficit
                  accumulated during the development stage
              
              
              (63,443
              )**Total
                  Stockholders’ Equity/(Deficiency)**
              
              
              (33,443
              )**Total
                  Liabilities and Stockholders’ Equity/(Deficiency)**
              
              $
              353




**See
      notes to financial statements.**





F-2




**RFG
      ACQUISITION II INC.**


*(A
      Development Stage Company)*


*Statement
      of Operations*


For
                  the Period
              
              For
                  the PeriodAugust
                  29,
                2006
              
              August
                  29,
                2006For
                  the
                Year
                  Ended
              
              (Inception)
                Through
              
              (Inception)
                ThroughDecember
                31,
                  2007
              
              December
                31,
                  2006
              
              December
                31,
                  2007**Revenues**
              
              $
              -
              
              $
              -
              
              $
              -General
                  and administrative expenses
              
              
              33,206
              
              
              28,511
              
              
              61,717**(Loss)
                  before other expenses**
              
              
              (33,206
              )
              
              (28,511
              )
              
              (61,717
              )Interest
                  expense
              
              
              1,726
              
              
              -
              
              
              1,726**Net
                  (Loss)**
              
              $
              (34,932
              )
              $
              (28,511
              )
              $
              (63,443
              )**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)*


*Statement
      of Stockholders’ Equity/(Deficiency)*


*For
      the Period August 29, 2006 (Inception) Through December 31,
      2007*


(Deficit)AccumulatedAdditional
              
              During
                  the
              
              Stockholders’Preferred
                  Stock
              
              Common
                  Stock
              
              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
              )


**See
      notes to financial statements.**




F-4




**RFG
      ACQUISITION II INC.**


*(A
      Development Stage Company)*


*Statement
      of Cash Flows*




For
                  the Period
              
              For
                  the PeriodAugust 29, 2006
              
              August 29, 2006For
                  the
                Year
                  Ended
              
              (Inception)
                Through
              
              (Inception)
                ThroughDecember
                  31,
                2007
              
              December
                  31,
                2006
              
              December
                  31,
                2007**Cash
                  Flows from Operating Activities**Net
                  (loss)
              
              $
              (34,932
              )
              $
              (28,511
              )
              $
              (63,443
              )Adjustments
                  to reconcile net (loss) to net cash used in operating
                  activities:Increase
                  in accounts payable
              
              
              3,500
              
              
              -
              
              
              3,500Increase
                  in accrued expenses
              
              
              -
              
              
              60
              
              
              60Increase
                  in accrued interest
              
              
              1,726
              
              
              -
              
              
              1,726**Net
                  cash (used in) operating activities**
              
              
              (29,706
              )
              
              (28,451
              )
              
              (58,157
              )**Cash
                  Flows from Financing Activities**Proceeds
                  from issuance of common stock
              
              
              -
              
              
              30,000
              
              
              30,000Proceeds
                  from stockholder loans
              
              
              28,510
              
              
              -
              
              
              28,510**Net
                  cash provided by financing activities**
              
              
              28,510
              
              
              30,000
              
              
              58,510**Net
                  Increase/(Decrease) in Cash**
              
              
              (1,196
              )
              
              1,549
              
              
              353**Cash
                  at beginning of period**
              
              
              1,549
              
              
              -
              
              
              -**Cash
                  at end of period**
              
              $
              353
              
              $
              1,549
              
              $
              353


**See
      notes to financial statements.**





F-5




**RFG
      ACQUISITION II INC.**


*(A
      Development Stage Company)*


*Notes
      to Financial Statements*


*December
      31, 2007*





**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.





***(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.


F-6




**RFG
      ACQUISITION II INC.**


*(A
      Development Stage Company)*


*Notes
      to Financial Statements*


*December
      31, 2007*





**NOTE
      2 -**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**


**(Continued):**





***(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.





**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:**





On
      January 1, 2007, the Company adopted Financial Accounting Standards Board (FASB)
      Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an
      interpretation of FASB Statement No. 109” (FIN 48). There was no impact on the
      Company’s consolidated financial position, results of operations or cash flows
      at December 31, 2007 and for the year then ended as a result of implementing
      FIN
      48. At the adoption date of January 1, 2007 and at December 31, 2007, the
      Company did not have any unrecognized tax benefits. The Company’s practice is to
      recognize interest and/or penalties related to income tax matters in income
      tax
      expense. As of January 1, 2007 and December 31, 2007, the Company had no accrued
      interest or penalties. The Company currently has no federal or state tax
      examinations in progress nor has it had any federal or state tax examinations
      since its inception. All of the Company’s tax years are subject to federal and
      state tax examination.





The
      Company has approximately $11,000 and $4,000 in deferred tax assets at December
      31, 2007 and 2006, respectively, resulting from capitalized start-up costs.
      At
      December 31, 2007 and 2006, 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
      and the effective rate is due to the capitalization of the Company’s start-up
      costs for tax purposes.


F-7




**RFG
      ACQUISITION II INC.**


*(A
      Development Stage Company)*


*Notes
      to Financial Statements*


*December
      31, 2007*





**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. 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,
      2007, the balance outstanding under these agreements is $28,510 plus accrued
      interest of $1,726.





**NOTE
      7 -**  **RELATED
      PARTY TRANSACTION:**





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,
      matured on December 31, 2007 and the principal was convertible into Class A
      membership interests in Brewer Investment Group, LLC. On December 31, 2007,
      the
      loan was amended to extend the maturity date to March 31, 2008. All other
      financial terms and conditions of the loan remain 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.




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 157, Fair Value Measurement (“FAS
      157”)


On
      September 15, 2006, the Financial Accounting Standard Board issued a standard
      that provides enhanced guidance for using fair value to measure assets and
      liabilities. The standard applies whenever other standards require (or permit)
      assets or liabilities to be measured at fair value. The standard does not expand
      the use of fair value in any new circumstances.




F-8


**RFG
        ACQUISITION II INC.**
 *(A
        Development Stage Company)*
 *Notes
        to Financial Statements*
 *December
        31, 2007*
 
 **NOTE
        8 -**  **RECENT
        ACCOUNTING PRONOUNCEMENTS:**
 (Continued):




This
      Statement is effective for financial statements issued for fiscal years
      beginning after November 15, 2007, and interim periods within those fiscal
      years. Earlier application is encouraged, provided that the reporting entity
      has
      not yet issued financial statements for that fiscal year, including financial
      statements for an interim period within that fiscal year. The Company will
      adopt
      this pronouncement effective for periods beginning January 1, 2008. The Company
      does not expect the adoption of FAS 157 to have an effect on its financial
      statements.





Statement
      of Financial Accounting Standards 159, Fair Value Option for Financial Assets
      and Financial Liabilities (“FAS 159”)


In
      February 2007, the Financial Accounting Standards Board issued FAS 159 which
      permits entities to choose to measure many financial instruments and certain
      other items at fair value which are not currently required to be measured at
      fair value. FAS 159 is effective for financial statements issued for fiscal
      years beginning after November 15, 2007, and interim periods within those fiscal
      years. The Company does not expect the adoption of FAS 159 to have an effect
      on
      its financial statements.





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, 2007*
 
 **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.





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





None.





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





Evaluation
      of Disclosure Controls and Procedures.




We
      maintain disclosure controls and procedures that are designed to ensure that
      information required to be disclosed in our reports filed pursuant to the
      Exchange Act is recorded, processed, summarized and reported within the time
      periods specified in the SEC’s rules, regulations and related forms, and that
      such information is accumulated and communicated to our principal executive
      officer and principal financial officer, as appropriate, to allow timely
      decisions regarding required disclosure.





Our
      management is 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 sole director; 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, 2007. 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, 2007.





Changes
      in Internal Controls.




There
      have been no changes in our internal controls over financial reporting during
      the period covered by this report that has materially affected or is reasonably
      likely to materially affect our internal controls. This
      annual report does not include a report of management's assessment regarding
      internal control over financial reporting or an attestation report of the
      company's registered public accounting firm due to a transition period
      established by rules of the SEC for newly public companies.





**Item
      8B. Other Information.**





None.




14





**PART
      III**





**Item
      9. Directors and Executive Officers of the Company.**





(a)
      Identification of Directors and Executive Officers. The following table sets
      forth certain information regarding the Company’s sole director and executive
      officers for the fiscal year ended December 31, 2007:





**Name**
            
            **Age**
            
            **Position**
            
            **Term**Richard
                F. Beston, Jr.
            
            44
            
            President
                and Director
            
            August
                29, 2006 thru PresentJohn
                W. Branch
            
            50
            
            Secretary
            
            August
                29, 2006 thru PresentDavid
                W. Matre
            
            42
            
            Chief
                Financial Officer
            
            August
                29, 2006 thru Present





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





**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 200 5 ,
      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/deal er ,
      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 I 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).





**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
      I
      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.




15





**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 I 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.





None.





(d)
      Involvement in Certain Legal Proceedings.





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





Based
      solely on the Company’s review of the copies of the forms received by it during
      the fiscal year ended December 31, 2007 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 is attached
      hereto as Exhibit
      14.1 . 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.




16





**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
      10. Executive Compensation.**





The
      following table sets forth the cash compensation paid by the Company to the
      President of the Company for services rendered during the fiscal year ended
      December 31, 2007.





Name
                and Position
            
            Year
            
            Total
                CompensationRichard
                F. Beston, Jr., President and Director
            
            2007
              2006
            
            None
              None





**Director
      Compensation**





We
      do not
      currently pay any cash fees to our officers and sole director, nor do we pay
      their expenses in attending board meetings.





**Employment
      Agreements**





The
      Company is not a party to any employment agreements.





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





The
      following tables set forth certain information as of March 3, 2008, 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
                100-A
              Lisle,
                IL 60532
            
            0
            
            0%All
                Directors and Officers as a Group
              (3
                individuals)
            
            2,500,000
            
            100%




17




---------------


(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.





**Item
      12. 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. On December 31, 2007, the loan was amended to
      extend the maturity date to March 31, 2008. All other financial terms and
      conditions of the Note remain the same. The Note also provides that it may
      be
      sold, transferred, assigned or pledged to certain corporations or other
      entities, including the Company, or to Richard F. Beston, Jr. or John W.
      Branch.  Mr. Beston and Mr. Branch, who own 100% of the issued and
      outstanding shares of Common Stock of the Company and serve as our officers
      and
      sole director, are the principal owners of and manage Ten X.  There can be
      no assurance that any or all of this Note will be assigned to the Company or
      that any transaction will arise as a result of Ten X, Mr. Beston or Mr. Branch’s
      relationship with Brewer.





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. At December 31, 2007, the balance
      outstanding under the Loan Agreements was $28,510 plus accrued interest of
      $1,726.





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-B.




18





**Item
      13. Exhibits.**





Index
      to
      Exhibits




Exhibit
              
              Description*3.1
              
              Certificate
                  of Incorporation, as filed with the Delaware Secretary of State
                  on August
                  29, 2006.*3.2
              
              By-laws.14.1
              
              Corporate
                  Code of Ethics and Conduct, adopted December 31, 2007.31.1
              
              Certification
                  of the Company’s Principal Executive Officer pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
                  Report on Form 10-KSB for the year ended December 31,
                  2007.31.2
              
              Certification
                  of the Company’s Principal Financial Officer pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
                  Report on Form 10-KSB for the year ended December 31,
                  2007.32.1
              
              Certification
                  of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
                  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                  Act of
                  2002.32.2
              
              Certification
                  of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
                  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                  Act of
                  2002.




*
            Filed
                as an exhibit to the Company’s Registration Statement on Form 10-SB, as
                filed with the Securities and Exchange Commission on November 22,
                2006,
                and incorporated herein by this
                reference.




**Item
      14. Principal Accountant 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-QSB or services that are normally
      provided in connection with statutory and regulatory filings were
      $17,500 **** for
      the
      fiscal year ended December 31, 2007 and $14,500 for the fiscal year ended
      December 31, 2006.





**Audit-Related
      Fees**





There
      were no fees billed 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, 2007 and for the fiscal year ended
      December 31, 2006.


19





**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, 2007 and $500 **** for
      the
      fiscal year ended December 31, 2006.





**All
      Other Fees**





There
      were no fees billed by Raich Ende for other products and services for the fiscal
      year ended December 31, 2007 and **** for
      the
      fiscal year ended December 31, 2006.





**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.




20





**SIGNATURES**





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




**RFG
                  ACQUISITION II INC.**Dated:
                  March 3, 2008
              By:
              /s/
                  Richard F. Beston, Jr.Richard
                  F. Beston, Jr.President
                  and DirectorDated:
                  March 3, 2008
              By:
              /s/
                  John W. BranchJohn
                  W. BranchSecretaryDated:
                  March 3, 2008
              By:
              /s/
                  David W. MatreDavid
                  W. MatreChief
                  Financial Officer




21