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


Washington,
      D.C. 20549





**Form
      10-KSB**





(Mark
      One)





**|X|
      ANNUAL REPORT UNDER SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      fiscal year ended December 31, 2006





**|_|
      TRANSITION REPORT UNDER SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      transition period from ______________ to ______________





*Commission
      File Number 000-52330*


_______________________________________________





**RFG
      Acquisition II Inc.**





(Exact
      name of registrant as specified in its charter)


______________________________________________




Delaware
            
            35-2277305(State
                or other jurisdiction
                of
            
            (I.R.S.
                Employerincorporation
                or
                organization)
            
            Identification
                No.)c/o
                RainMaker Financial Group
                Inc.650
                Warrenville Road, Suite
                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. |  |





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





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B (Sec.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.  | |





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





The
      Company’s revenues for fiscal year end December 31, 2006 were $0.





As
      of
      February 20, 2007, there were 2,500,000 shares of common stock outstanding.





**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, the inclusion of such information should not be regarded as a
      representation by the Company or any other person that the objectives and plans
      of the Company will be achieved.





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





2





**PART
      I**





**Item
      1. Description of Business.**





**Introduction**





RFG
      Acquisition II Inc. (“we”, “us”, “our”, the “Company” or the “Registrant”) 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. 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 begun preliminary efforts to identify a possible
      business combination. However, the Company has not yet entered into a letter
      of
      intent or any definitive agreement concerning any target business. The business
      purpose of the Company is to seek the acquisition of, or merger with, an
      existing company.





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, as defined in Rule 12b-2 under the
      Exchange Act, also is a “shell company,” defined 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 a business rather than immediate,
      short-term earnings. The Company will not restrict its potential candidate
      target companies to any specific business, industry or geographical location
      and, thus, may acquire any type of business.





**Competition**





Currently,
      with our primary goal the acquisition of a target company or business seeking
      the perceived advantages of being a publicly held corporation, 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.





3




**Employees**





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





**Risk
      Factors**





**An
      investment in our securities is highly speculative and subject to numerous
      and
      substantial risks. These risks include those set forth below and elsewhere
      in
      this Form 10-KSB. Readers are encouraged to review these risks carefully before
      making any investment decision.**





**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. Further, our management's own pecuniary interest may at some
      point compromise its fiduciary duty to our stockholders. In addition, our
      officers and directors are currently involved with other blank check companies,
      and, in the pursuit of business combinations, conflicts with such other blank
      check companies with which they are, and may become affiliated, may arise.
      If we
      and the other blank check companies that our officers and directors are
      affiliated with desire to take advantage of the same opportunity, then those
      officers and directors 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.





**Our
      business is difficult to evaluate because we have no operating
      history.**





As
      the
      Company has no operating history or revenue and only minimal assets, there
      is a
      risk that we will be unable to consummate a business combination. The Company
      has had no recent operating history nor any revenues or earnings from operations
      since inception. 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 business combination. This may result in
      our
      incurring a net operating loss that will increase continuously until we can
      consummate a business combination with a profitable business opportunity. We
      cannot assure you that we can identify a suitable business opportunity and
      consummate a business combination.





4





**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.





**The
      Company has no existing agreement for a business combination or other
      transaction.**





We
      have
      no arrangement, agreement or understanding with respect to engaging in a merger
      with, joint venture with or acquisition of, a private or public entity. No
      assurances can be given 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, and there is consequently
      a
      risk that funds allocated to the purchase of our shares will not be invested
      in
      a company with active business operations.





**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.





**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.





5




**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.





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





Our
      shares of common stock are not registered under the securities laws of any
      state
      or other jurisdiction, and accordingly there is no public trading market for
      our
      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. Therefore, outstanding shares of our 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
      our common stock cannot be sold under the exemptions from registration provided
      by Rule 144 under or Section 4(1) of the Securities Act, 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. This letter provides that
      certain private transfers of the shares of common stock also may be prohibited
      without registration under federal securities laws. 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.





6




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





Since
      our
      shares of 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
      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.  The SEC has taken the
      position that  these smaller issuers may not be able to rely on Rule 415
      under the Securities Act, 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 our 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.




**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.





7




**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 may not
      realize any revenue unless and until we successfully merge with or acquire
      an
      operating business.





**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. Any merger or acquisition effected by us may result in
      substantial dilution in the percentage of our 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 then existing stockholders. 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 stockholders will
      occur and the rights of the holders of common stock might be materially
      adversely affected.





**Our
      principal 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 principal
      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 shares of common stock held by the stockholders. As a result of
      such
      transaction, our management, principal stockholders and Board of Directors
      (the
      "Board" or the "Board of Directors") may change.





**The
      Company has conducted limited market research of business opportunities, which
      may affect our ability to identify a business to merge with or acquire.**





The
      Company has conducted limited market research concerning prospective business
      opportunities. Therefore, we have no assurances that market demand exists for
      a
      merger or acquisition as contemplated by us. Our management has not identified
      any specific business combination or other transactions for formal evaluation
      by
      us, such that it may be expected that any such target business or transaction
      will present such a level of risk that conventional private or public offerings
      of securities or conventional bank financing will not be available. There is
      no
      assurance that we will be able to acquire a business opportunity on terms
      favorable to us. Decisions as to
      which
      business opportunity to participate in will be unilaterally made by our
      management, which may act without the consent, vote or approval of our
      stockholders.





8




**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 will 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. 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 common stock would be
      eligible to trade on the OTC Bulletin Board, another over-the-counter quotation
      system, or on the “pink sheets,” where our stockholders may find it more
      difficult to dispose of shares or obtain accurate quotations as to the market
      value of our common stock. In addition, we would be subject to an 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.




**Authorization
      of preferred stock.**





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 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 its authorized preferred stock, there can be no assurance that the
      Company will not do so in the future.





9





**This
      report on Form 10-KSB contains forward-looking statements and information
      relating to us, our industry and to other businesses.**





These
      forward-looking statements are based on the beliefs of our management, as well
      as assumptions made by and information currently available to our management.
      When used in this prospectus, the words "estimate," "project," "believe,"
      "anticipate," "intend," "expect" and similar expressions are intended to
      identify forward-looking statements. These statements reflect our current views
      with respect to future events and are subject to risks and uncertainties that
      may cause our actual results to differ materially from those contemplated in
      our
      forward-looking statements. We caution you not to place undue reliance on these
      forward-looking statements, which speak only as of the date of this prospectus.
      We do not undertake any obligation to publicly release any revisions to these
      forward-looking statements to reflect events or circumstances after the date
      of
      this prospectus or to reflect the occurrence of unanticipated
      events.





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





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





None.








**PART
      II**





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





**Common
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares
      of common stock, par value $.0001 per share (the “Common Stock”). The Common
      Stock is not listed on a publicly-traded market. As of February 20, 2007, there
      were two holders of record of the Common Stock.





**Preferred
      Stock**





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




10




**Dividend
      Policy**





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





**Recent
      Sales of Unregistered Securities**





On
      August
      29, 2006, the Registrant issued 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 Registrant sold these shares of Common Stock under the exemption
      from registration provided by Section 4(2) of the Securities Act.





All
      purchasers represented in writing that they acquired the securities for their
      own accounts. A legend was placed on the stock certificates stating that the
      securities have not been registered under the Securities Act and cannot be
      sold
      or otherwise transferred without an effective registration or an exemption
      therefrom, but may not be sold pursuant to the exemptions provided by Section
      4(1) of the Securities Act or Rule 144 under the Securities Act, 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, Inc., dated January 21, 2000.





**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 stockholders or loans from other parties to pay
      for operating expenses until the Company consummates the merger with a
      privately-held 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.





**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 consummate or effect an acquisition
      of, or merger with, an operating company, of which there can be no
      assurance.





11





**Item
      7. Financial Statements**





**RFG
      ACQUISITION II INC.**


*A
      Development Stage Company*


*Table
      of Contents*


*December
      31, 2006*




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





12





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) as of December 31, 2006 and the related statements
      of
      operations, stockholders’ equity and cash flows for the period August 29, 2006
      (Inception) through December 31, 2006. These financial statements are the
      responsibility of the Company’s management. Our responsibility is to express an
      opinion on these financial statements based on our audit.





We
      conducted our audit in accordance with standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audit provides a
      reasonable basis for our opinion.





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








/s/
      Raich
      Ende Malter & Co. LLP





**RAICH
      ENDE MALTER & CO. LLP**


East
      Meadow, New York


February
      16, 2007





F-1




**RFG
      ACQUISITION II INC.**


*A
      Development Stage Company*


*Balance
      Sheet*


*December
      31, 2006*





**Assets*****Current
                Assets***Cash
            
            $
            1,549*Total
                Assets*
            
            $
            1,549**Liabilities
                and Stockholders’ Equity*****Current
                Liabilities***Accrued
                expenses
            
            $
            60***Stockholders’
                Equity***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
            
            
            (28,511
            )**Total
                Stockholders’ Equity**
            
            $
            1,489**Total
                Liabilities and Stockholders’ Equity**
            
            $
            1,549








**See
      notes to financial statements.**




F-2




**RFG
      ACQUISITION II INC.**


*A
      Development Stage Company*


*Statement
      of Operations*


*For
      the period August 29, 2006 (Inception) through December 31,
      2006*





**Revenues**
            
            $
            -General
                and administrative expenses
            
            $
            28,511**Net
                (Loss)**
            
            $
            (28,511
            )**Basic
                and Diluted (Loss) Per Share**
            
            $
            (0.01
            )**Weighted
                Average Number of Common Shares Outstanding**
            
            
            2,500,000








**See
      notes to financial statements.**




F-3




**RFG
      ACQUISITION II INC.**


*A
      Development Stage Company*


*Statement
      of Stockholders’ Equity*


*For
      the period August 29, 2006 (Inception) through December 31,
      2006*




(Deficit)Preferred
                Stock
            
            
            Common
                Stock
            
            
            
            
            
            
            
            
            AccumulatedShares
            
            
            Amount
            
            
            Shares
            
            
            Amount
            
            
            Subscription
                Receivable
            
            
            AdditionalPaid-in
                Capital
            
            
            During
                theDevelopment
                Stage
            
            
            Stockholders’
                EquityAugust
                29, 2006 - issuance of common stock
            
            
            -
            
            $
            -
            
            
            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
            )
            $
            1,489








**See
      notes to financial statements.**




F-4


**RFG
      ACQUISITION II INC.**


*A
      Development Stage Company*


*Statement
      of Cash Flows*


*For
      the period August 29, 2006 (Inception) through December 31,
      2006*





**Cash
                Flows from Operating Activities**Net
                loss
            
            $
            (28,511
            )Adjustments
                  to reconcile net (loss) to net cash usedin operating
                  activities:Increase
                in accrued expenses
            
            
            60**Net
                cash used in operating activities**
            
            
            (28,451
            )**Cash
                Flows from Financing Activities**Proceeds
                from issuance of common stock
            
            
            30,000**Net
                Increase in Cash**
            
            $
            1,549**Cash
                at beginning of period**
            
            
            -**Cash
                at end of period**
            
            $
            1,549








**See
      notes to financial statements.**




F-5




**RFG
      ACQUISITION II INC.**


*A
      Development Stage Company*


*Notes
      to Financial Statements*


*December
      31, 2006*





**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.





***(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.





F-6




**RFG
      ACQUISITION II INC.**


*A
      Development Stage Company*


*Notes
      to Financial Statements*


*December
      31, 2006*





**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 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:**





The
      Company has approximately $4,300 in deferred tax assets at December 31, 2006
      resulting from capitalized start-up costs. A valuation allowance has been
      recorded to fully offset these deferred tax assets because the future
      realization of the related income tax benefits is uncertain. The difference
      between the statutory tax rate of 15% and the effective rate of 0% is due to
      the
      capitalization of the Company’s start-up costs for tax purposes.





**NOTE
              6 -**
            **RELATED
                PARTY TRANSACTION:**





On
      November 20, 2006 the Company entered into formal line of credit agreements
      with
      its two stockholders. The agreements provide the Company with revolving credit
      lines up to an aggregate maximum of $12,510. This maximum principal amount
      may
      be amended from time to time. Outstanding loans 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 is to be repaid in
      full
      upon the earlier of the completion of a merger or December 31, 2010. At December
      31, 2006, there is no outstanding balance under these agreements.





F-7




**RFG
      ACQUISITION II INC.**


*A
      Development Stage Company*


*Notes
      to Financial Statements*


*December
      31, 2006*





**NOTE
              7 -**
            **RECENT
                ACCOUNTING PRONOUNCEMENTS:**





Statement
      of Financial Accounting Standard 157, Fair Value Measurement (“SFAS
      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.





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. We are
      currently evaluating the impact of adopting this pronouncement on our financial
      statements.





Financial
      Accounting Standards Board - Interpretation No. 48 (“FIN 48”)





On
      July
      13, 2006, the Financial Accounting Standards Board (“FASB”) issued FASB
      Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an
      interpretation of FASB Statement No. 109”. This Interpretation addresses
      uncertainty in tax positions recognized in a company’s financial statements and
      stipulates a recognition threshold and measurement of a tax position taken
      or
      expected to be taken in a tax return. This Interpretation is effective for
      fiscal years beginning after December 15, 2006. We are currently evaluating
      the
      effects FIN 48 will have on our financial statements.




F-8




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





None.




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





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 Securities and Exchange Commission for newly public
      companies.





**Item
      8B. Other Information.**





None.





**PART
      III**





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





(a) Identification
      of
      Directors and Executive Officers. The following table sets forth certain
      information regarding the Company’s directors and executive officers for the
      fiscal year ended December 31, 2006:





**Name**
            
            **Age**
            
            **Position**
            
            **Term**Richard
                F. Beston, Jr.
            
            43
            
            President
              and Director
            
            August
              29, 2006 thru PresentJohn
                W. Branch
            
            49
            
            Secretary
            
            August
              29, 2006 thru PresentDavid
                W. Matre
            
            41
            
            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).





13




**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 Capital Management 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.





**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.




14




(d)
      Involvement in Certain Legal Proceedings.




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




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




Section 16(a)
      of the Exchange Act requires the Company’s directors and officers, and persons
      who beneficially own more than 10% of a registered class of the Company’s equity
      securities, to file reports of beneficial ownership and changes in beneficial
      ownership of the Company’s securities with the SEC of 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, 2006 and written representations that no
      other reports were required, the Company believes that no person who, at any
      time during such fiscal year, was a director, officer or beneficial owner of
      more than 10% of the Company’s common stock failed to comply with all
      Section 16(a) filing requirements during such fiscal years.





**Code
      of Ethics**





We
      have
      not adopted a Code of Business Conduct and Ethics that applies to our principal
      executive officer, principal financial officer, principal accounting officer
      or
      controller, or persons performing similar functions in that our officers serve
      in all the above capacities.





**Nominating
      Committee**





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 its
      President and all other executive officers, except those whose total
      compensation is less than $100,000, for services rendered during the fiscal
      year
      ended December 31, 2006.





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




15




**Director
      Compensation**





We
      do not
      currently pay any cash fees to our d irectors,
      nor do we pay d irectors'
      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 February 20, 2007,
      regarding (i) each person known by the Company to be the beneficial owner of
      more than 5% of the outstanding shares of Common Stock, (ii) each director,
      nominee and executive officer of the Company and (iii) all officers and
      directors as a group.





Name
                and Address
            
            Amount
                and Nature ofBeneficial
                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%




___________


(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.**





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





16


In
      August
      2006 the Company received a $12,510 advance from an affiliate. This advance
      was
      repaid on November 20, 2006. Also on November 20, 2006, the Company entered
      into
      line of credit agreements 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.
      At
      December 31, 2006, there was no outstanding balance under these Loan Agreements.





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.





**Item
      13. Exhibits and Reports on Form 8-K.**





Index
      to
      Exhibits




Exhibit
            Description  *3.1
            Certificate
                of Incorporation





*3.2
            By-laws





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,
                2006.





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, 2006.





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
                of2002.





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
                of2002.





*
            Filed
                as an exhibit to the Company's registration statement on Form 10-SB,
                as
                filedwith
                the Securities and Exchange Commission on November 22, 2006, and
                incorporatedherein
                by this reference.





17





**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 for services that are
      normally provided in connection with statutory and regulatory filings were
      $8,500 for 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, 2006.





**Tax
      Fees**





There
      were no fees billed by Raich Ende for professional services for tax compliance,
      tax advice, and tax planning 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, 2006.





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**SIGNATURES**





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




**RFG
              ACQUISITION II INC.**Dated:
              February
              20, 2007
            By:
            /s/
              Richard F.
              Beston, Jr.Name:
            Richard F. Beston, Jr.Title:
            President and
              Director




In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.





Title
            
            
            Date/s/
              David W. Matre
            
            
            Chief
                Financial Officer
            
            
            February
                20, 2007David
              W. Matre





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