FORM 10-Q

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2012

 

OR

 

¨ 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	(I.R.S. Employer Identification Number)
of incorporation or organization)

 

 

c/o Stamell & Schager, LLP, 1 Liberty Plaza 35th Floor, New York, NY 10006

(Address of principal executive offices)

 

(212) 566-4047

(Registrant’s telephone number, including area code)

 

No change

(Former name, former address and former fiscal year, if changed since last report)

 

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 ¨.

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

 

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

 

Large accelerated filer     ¨	Accelerated filer                      ¨
Non-accelerated filer       ¨	Smaller reporting company    x.
(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨.

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING

THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨.

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 2,500,000 shares of common stock, par value $.0001 per share, outstanding as of May 15, 2012.

 

 

RFG ACQUISITION II INC.

 

- INDEX -

 

 

		Page
PART I – FINANCIAL INFORMATION:
Item 1.	Financial Statements:
	Balance Sheets as of March 31, 2012 (Unaudited) and December 31, 2011	1
	Statements of Operations (Unaudited) for the Three Months Ended March 31,	2
	2012 and 2011 and for the Period from August 29, 2006 (Inception) through
	March 31, 2012
	Statement of Stockholders’ Equity/(Deficiency) for the Period August 29, 2006	3
	(Inception) through March 31, 2012 (Unaudited)
	Statements of Cash Flows (Unaudited) for the Three Months Ended	4
	March 31, 2012 and 2011 and for the Period August 29, 2006 (Inception) through
	March 31, 2012
	Notes to Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and	9
	Results of Operations
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4.	Controls and Procedures	12
PART II – OTHER INFORMATION:
Item 1.	Legal Proceedings	12
Item 1A	Risk Factors	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Mine Safety Disclosures	13
Item 5.	Other Information	13
Item 6.	Exhibits	13
Signatures		14

 

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

RFG ACQUISITION II INC.

(A Development Stage Company)

BALANCE SHEETS

 

 

		March 31, 2012 Unaudited				December 31, 2011
Assets
Current Assets
Cash		$	-			$	-
Total Assets		$	-			$	-
Liabilities and Stockholder’s (Deficiency)
Current Liabilities
Accounts payable and accrued expenses		$	3,000			$	-
Total Current Liabilities			3,000				-
Long Term Liabilities
Loan payable - stockholder			21,240				10,308
Total Long Term Liabilities			21,240				10,308
Total Liabilities			24,240				10,308
Commitments and Contingencies			-				-
Stockholder’s (Deficiency)
Preferred stock, $.0001 par value; 10,000,000 shares authorized;
none issued and outstanding			-				-
Common stock, $.0001 par value; 100,000,000 shares
authorized; 2,500,000 shares issued and outstanding			250				250
Additional paid-in capital			173,433				173,433
Deficit accumulated during the development stage			(197,923	)			(183,991	)
Total Stockholder’s (Deficiency)			(24,240	)			(10,308	)
Total Liabilities and Stockholder’s (Deficiency)		$	-			$	-

  

See notes to financial statements.

 

 

 

RFG ACQUISITION II INC. 

(A Development Stage Company) 

STATEMENTS OF OPERATIONS 

(Unaudited)

 

 

			For the Three Months Ended March 31, 2012				For the Three Months Ended March 31, 2011				For the Period August 29, 2006 (Inception) Through March 31, 2012
Revenues		$	-			$	-			$	-
General and administrative expenses			13,932				7,619				185,706
(Loss) before other income/expenses			(13,932	)			(7,619	)			(185,706	)
Other (income)			-				-				(4,056	)
Interest expense			-				1,331				16,273
Loss before benefit from income taxes			(13,932	)			(8,950	)			(197,923	)
Benefit from income taxes			-				-				-
Net (Loss)		($	13,932	)		($	8,950	)		($	197,923	)
Basic and Diluted (Loss) Per Share		($	0.01	)		($	0.00	)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted			2,500,000				2,500,000

 

See notes to financial statements.

 

 

RFG ACQUISITION II INC.

(A Development Stage Company)

Statement of Stockholders' Equity/(Deficiency)

For the Period August 29, 2006 (Inception) Through March 31, 2012

 

		Preferred Stock								Common Stock								Subscription				Additional Paid-in				Deficit Accumulated During the Development				Stockholders' 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				-				30,000
Net (Loss)			-																								(28,511	)			(28,511	)
Balance at December 31, 2006			-				-				2,500,000				250				-				29,750				(28,511	)			1,489
Net (Loss)			-				-				-				-				-				-				(34,932	)			(34,932	)
Balance at December 31, 2007			-				-				2,500,000				250								29,750				(63,443	)			(33,443	)
Net (Loss)			-				-				-				-				-				-				(30,801	)			(30,801	)
Balance at December 31, 2008			-				-				2,500,000				250				-				29,750				(94,244	)			(64,244	)
Net (Loss)			-				-				-				-				-				-				(29,912	)			(29,912	)
Balance at December 31, 2009			-				-				2,500,000				250								29,750				(124,156	)			(94,156	)
Net (Loss)			-				-				-				-				-				-				(30,732	)			(30,732	)
Balance at December 31, 2010			-				-				2,500,000				250				-				29,750				(154,888	)			(124,888	)
September 16, 2011- Conversion of Loans Payable and Related Accrued Interest to Additional Paid-In Capital			-				-				-				-				-				143,683				-				143,683
																															-
September 16, 2011-Sale of Common Stock			-				-				2,500,000				250				-				24,750				-				25,000
September 16, 2011-Purchase of Common Stock			-				-				(2,500,000	)			(250	)			-				(24,750	)			-				(25,000	)
Net (loss)			-				-				-				-				-				-				(29,103	)			(29,103	)
Balance at December 31, 2011			-				-				2,500,000				250				-				173,433				(183,991	)			(10,308	)
Net (loss)																											(13,932	)			(13,932	)
Balance at March 31,2012 (Unaudited)			-			$	-				2,500,000			$	250			$	-			$	173,433			$	(197,923	)		$	(24,240	)

 

See notes to financial statements

 

 

RFG ACQUISITION II INC. 

(A Development Stage Company) 

STATEMENTS OF CASH FLOWS 

(Unaudited)

 

			For the Three Months Ended March 31, 2012				For the Three Months Ended March 31, 2011				For the Period August 29, 2006 (Inception) Through March 31, 2012
Cash Flows from Operating Activities
Net (loss)		$	(13,932	)		$	(8,950	)		$	(197,923	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Increase in accounts payable
and accrued expenses			3,000				7,159				3,000
Increase in accrued interest payable			-				1,331				16,273
Net cash (used in) operating activites			(10,932	)			(460	)			(178,650	)
Cash Flows from Financing Activities
Professional fees paid by related party on behalf of the Company			-				-				7,500
Proceeds from issuance of common stock			-				-				55,000
Redemption of common stock							-				(25,000	)
Proceeds from stockholder loans			10,932				500				141,150
Net cash provided by financing activities			10,932				500				178,650
Net increase in cash			-				40				-
Cash at beginning of period			-				66				-
Cash at end of period		$	-			$	106			$	-
Supplemental Disclosures of Cash Flow Information
Non-cash Financing Activities:
Conversion of loan payable - stockholders and related accrued interest to additional paid-in capital		$	-			$	-			$	136,183
Conversion of loans payable-related party to additional paid-in capital			-				-				7,500
		$	-			$	-			$	143,683

 

 

See notes to financial statements.

 

  

RFG ACQUISITION II INC.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2012

 

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 dates.

 

(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.

 

The Company recognizes the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a "more-likely-than-not" threshold, the amount recognized in the financial statements is the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized.  The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense. As of March 31, 2012, the Company is unaware of any uncertain tax positions.

 

 

 

 

RFG ACQUISITION II INC.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2012

 

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued):

 

 

(d)

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 -

GOING CONCERN:

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a development stage entity and has incurred a cumulative net loss from inception of approximately $198,000, which, among other factors, raises substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon management’s plan to find a suitable acquisition or merger candidate, raise additional capital from the sale of stock, receive additional loans from its stockholder, and ultimately, income from operations. The accompanying financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

 

NOTE 4 -

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.

 

NOTE 5 -

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.

 

  

RFG ACQUISITION II INC.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2012

 

 

NOTE 6 -

INCOME TAXES:

  

As of March 31, 2012, the Company has net operating loss carryforwards of approximately $198,000 to reduce future federal and state taxable income through 2032.

 

The Company has approximately $60,000 and $47,000 in deferred tax assets at March 31, 2012 and 2011, respectively, resulting from net operating loss carryforwards. At March 31, 2012 and 2011, a valuation allowance has been recorded to fully offset these deferred tax assets because the future realization of the related income tax benefits is uncertain. The difference between the statutory tax rate of 34% and the effective tax rate of 0% is due to the surtax exemption and the change in the valuation allowance.

 

The Company currently has no federal or state tax examinations in progress nor has it had any federal or state examinations since its inception.

 

The earliest tax years that are subject to examination by taxing authorities by jurisdictions are as follows:

 

	Jurisdiction			Fiscal Year
	Federal			2008
	Delaware			2008

 

NOTE 7 -

RELATED PARTY TRANSACTIONS:

 

The Company utilizes the office space and equipment of its management at no cost.

 

On May 16, 2011, the Company entered into an agreement with Granite Investor Group, Inc. (“Granite”), that provided Granite, or an affiliate of Granite, with an option to purchase such number of common shares of the Company as shall be required to obtain control of the Company for an aggregate purchase price of $25,000, which would be used by the Company to repurchase the shares of common stock currently issued and outstanding. In accordance with the agreement, Granite agreed to reimburse the Company for expenses incurred after May 16, 2011, the date of the agreement, that relate to complying with reporting obligations pursuant to the Securities Exchange Act of 1934. Prior to the exercise of the option, Granite reimbursed the company a total of $4,056 which was reported as other income during 2011.

 

In connection with the exercise of the option, on September 16, 2011, the Company issued and sold an aggregate of 2,500,000 shares of Common Stock to Granite for an aggregate purchase price equal to $25,000, which amount was used to repurchase 2,500,000 shares of Common Stock held by Richard F. Beston, the Company's President and a director immediately prior to the transaction and  John W. Branch, the Company's Secretary immediately prior to the transaction, for an aggregate purchase price equal to $25,000. The repurchased shares were then cancelled. A change of control of the Company resulted upon the closing of the transaction. New officers were appointed to serve as President, Treasurer, and Secretary, effective upon resignation of Mr. Beston and Mr. Branch.

 

 

 

RFG ACQUISITION II INC.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2012

 

NOTE 7 -

RELATED PARTY TRANSACTIONS (Continued):

 

Professional fees in the amount of $7,500 were paid on behalf of the Company by Ten X Holdings, LLC (“Ten X”), an affiliate of the Company. The amount was unsecured, non-interest bearing and had no stipulated repayment terms. In accordance with the agreement entered into with Granite, a non-refundable deposit of $5,000, paid by Granite, was received by Ten X and applied to the outstanding loan balance. As of September 16, 2011, the outstanding balance of $2,500 was converted to paid-in capital.

 

As of September 16, 2011, the liability to Granite for the non-refundable deposit of $5000, paid by Granite, was converted to additional paid-in capital.

 

During the three months ended March 31, 2012, professional fees in the amount of $10,932 were paid on behalf of the Company by Granite. The outstanding balance of $21,240 is reported as loan payable – stockholder at March 31, 2012. The amount is unsecured, non-interest bearing and has no stipulated repayment terms.

 

NOTE 8 -

BASIS OF PRESENTATION FOR INTERIM FINANCIAL STATEMENTS:

 

The accompanying Interim Financial Statements have been prepared in accordance with accounting principles generally accepted for interim financial statement presentation and in accordance with the instructions to Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statement presentation.  In the opinion of management, all adjustments for a fair statement of the results of operations and financial position for the interim period presented have been included.  All such adjustments are of a normal recurring nature.  This financial information should be read in conjunction with the Financial Statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2011.

 

NOTE 9 -

RECENT ACCOUNTING PRONOUNCEMENTS:

 

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

    

  

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Forward Looking Statement Notice

 

Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) in regard to 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. (“we”, “us”, “our” or 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 Quarterly 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.

 

Description of Business

 

The Company was incorporated in the State of Delaware on August 29, 2006 (Inception) and maintains its principal executive office at c/o Stamell & Schager, LLP, 1 Liberty Plaza 35th Floor, New York, NY 10006. 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.

 

 

 

 

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

 

(i)

filing Exchange Act reports, and

(ii)

acquiring a business.

 

We believe we will be able to meet these costs through funds loaned to or invested in us by our stockholders, management or other investors. As of the date of the period covered by this report, the Company has no cash. There are no assurances that the Company will be able to secure any additional funding as needed. Our ability to continue as a going concern is dependent upon our ability to generate profits from operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities when they come due. Our ability to continue as a going concern is also dependant on finding a suitable target company to acquire. Management’s plan includes obtaining additional funds by equity financing through a merger or reverse merger transaction and/or related party advances, however there is no assurance of additional funding being available.

 

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

 

Since our Registration Statement on Form 10-SB went effective, our management has had contact and discussions with representatives of other entities regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks. Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

 

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

 

 

Liquidity and Capital Resources

 

As of March 31, 2012, the Company had no assets. This compares with no assets as of December 31, 2011. The Company had liabilities that totaled $24,240 as of March 31, 2012, comprised of accounts payable, accrued expenses, and loans payable to stockholder. This compares to the Company’s total liabilities as of December 31, 2011 of $10,308, comprised exclusively of loans payable to stockholder. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.

 

The following is a summary of the Company’s cash flows provided by (used in) operating, investing, and financing activities for the three months ended March 31, 2012 and 2011 and for the period from August 29, 2006 (Inception) through March 31, 2012:

		For the Three Months Ended March 31, 2012				For the Three Months Ended March 31, 2011				For the Period from August 29, 2006 (Inception) through March 31, 2012
Net cash (used in) operating activities		$	(10,932	)		$	(460	)		$	(178,650	)
Net cash (used in) investing activities		$	-			$	-			$	-
Net cash provided by financing activities		$	10,932			$	500			$	178,650
Net increase in cash		$	-			$	40			$	-

 

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

 

Results of Operations

 

The Company has not conducted any active operations since inception, except for its efforts to locate suitable acquisition candidates. No revenue has been generated by the Company from August 29, 2006 (inception) through March 31, 2012. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. The Company’s plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates. 

 

For the three months ended March 31, 2012, the Company had a net loss of $13,932, consisting of general and administrative expenses comprised of legal, accounting, audit and other professional service fees incurred in relation to the filing of the Company’s Annual Report on Form 10-K. This compares with a net loss of $8,950, for the three months ended March 31, 2011, consisting of general and administrative expenses comprised of legal, accounting, audit and other professional service fees incurred in relation to the filing of the Company’s Annual Report on Form 10-K and interest expense.

 

For the period from August 29, 2006 (inception) through March 31, 2012, the Company had a net loss of $197,923 consisting of (i) $185,706 of general and administrative expenses comprised of legal, accounting, audit and other professional service fees incurred in relation to the formation of the Company, the filing of the Company’s Registration Statement on Form 10-SB in November of 2006, the filing of the Company’s Quarterly Reports on Form 10-QSB and Form 10-Q and the filing of the Company’s Annual Reports on Form 10-KSB, and Form 10-K; (ii) $16,273 of interest expense; and (iii) $4,056 of other income.

 

Off-Balance Sheet Arrangements

 

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

 

 

 

Contractual Obligations

 

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

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

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

 

Item 4. 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.

 

As of March 31, 2012, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

 

Changes in Internal Controls

 

There have been no changes in our internal controls over financial reporting during the quarter ended March 31, 2012 that have materially affected or are reasonably likely to materially affect our internal controls.

  

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

There are presently no material pending legal proceedings to which the Company, any of its subsidiaries, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities 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 1A. Risk Factors.

 

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

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

 

 

Item 4. Mine Safety Disclosures.

 

None.

 

Item 5. Other Information.

 

None.

Item 6. Exhibits.

 

(a) Exhibits required by Item 601 of Regulation S-K.

 

Exhibit	Description
*3.1	Certificate of Incorporation, as filed with the Delaware Secretary of State on August 29, 2006.
*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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.
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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.
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 SEC on November 22, 2006 and incorporated herein by this reference.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

	RFG ACQUISITION II INC.
Dated: May 15, 2012	By:	/s/ Barry F. Cohen
		Barry F. Cohen
		President and Director Principal Executive Officer

 

Dated: May 15, 2012	By:	/s/  Jared B. Stamell
		Jared B. Stamell
		Secretary, Treasurer and Director Chief Financial Officer Principal Financial Officer