SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Granite Investor Group, Inc.

(Last) (First) (Middle)
ONE LIBERTY PLAZA
35TH FLOOR

(Street)
NEW YORK NY 10006

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RFG Acquisition II Inc. [ NONE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/16/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.0001 09/16/2011 09/16/2011 P 2,500,000 A $0.01(1) 2,500,000 D
Common Stock, par value $0.0001 09/16/2011 09/16/2011 P 1,650,000(2) A $0.01(1) 1,650,000 I By Granite Investor Group, Inc.
Common Stock, par value $0.0001 09/16/2011 09/16/2011 P 600,000(3) A $0.01(1) 600,000 I By Granite Investor Group, Inc.
Common Stock, par value $0.0001 09/16/2011 09/16/2011 P 250,000(4) A $0.01(1) 250,000 I By Granite Investor Group, Inc.
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Granite Investor Group, Inc.

(Last) (First) (Middle)
ONE LIBERTY PLAZA
35TH FLOOR

(Street)
NEW YORK NY 10006

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Stamell Jared

(Last) (First) (Middle)
ONE LIBERTY PLAZA, 35TH FLOOR

(Street)
NEW YORK NY 10006

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Cohen Barry F

(Last) (First) (Middle)
1600 SOUTH EAST 15TH STREET
APT 512

(Street)
FORT LAUDERDALE FL 33316

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Shah Nikil L

(Last) (First) (Middle)
5673 PEACHTREE-DUNWOODY RD., N.E.

(Street)
ATLANTA GA 30342

(City) (State) (Zip)
Explanation of Responses:
1. On September 16, 2011 Granite Investor Group, Inc. ("Granite") purchased an aggregate of 2,500,000 shares of common stock (the "Shares") of the Issuer for an aggregate purchase price equal to $25,000.
2. Represents 66% of the Shares owned of record by Granite and beneficially by Barry F. Cohen. Mr. Cohen owns 66% of the issued and outstanding shares of Common Stock owned of record by Granite and therefore may be deemed to have voting and investment control over 66% of any securities of the Issuer owned by Granite.
3. Represents 24% of the Shares owned of record by Granite and beneficially by Jared Stamell. Mr. Stamell owns 24% of the issued and outstanding shares of Common Stock owned of record by Granite and therefore may be deemed to have voting and investment control over 24% of any securities of the Issuer owned by Granite.
4. Represents 10% of the Shares owned of record by Granite and beneficially by Nikhil Shah. Mr. Shah owns 10% of the issued and outstanding shares of Common Stock owned of record by Granite and therefore may be deemed to have voting and investment control over 10% of any securities of the Issuer owned by Granite.
/s/ Jared Stamell, Secretary of Granite Investor Group, Inc. 09/20/2011
/s/ Jared Stamell 09/20/2011
/s/ Barry F. Cohen 09/20/2011
/s/ Nikhil L. Shah 09/20/2011
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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