0001213900-11-002966.txt : 20110527 0001213900-11-002966.hdr.sgml : 20110527 20110527152941 ACCESSION NUMBER: 0001213900-11-002966 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110516 FILED AS OF DATE: 20110527 DATE AS OF CHANGE: 20110527 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shah Nikil L CENTRAL INDEX KEY: 0001521916 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52330 FILM NUMBER: 11878114 MAIL ADDRESS: STREET 1: 5673 PEACHTREE-DUNWOODY ROD, N.E. STREET 2: SUITE 910 CITY: ATLANTA STATE: GA ZIP: 30342 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cohen Barry F CENTRAL INDEX KEY: 0001521917 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52330 FILM NUMBER: 11878111 MAIL ADDRESS: STREET 1: 1600 SOUTHEAST 15TH STREET STREET 2: APT 512 CITY: FORT LAUDERDALE STATE: FL ZIP: 33316 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stamell Jared CENTRAL INDEX KEY: 0001521918 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52330 FILM NUMBER: 11878112 MAIL ADDRESS: STREET 1: ONE LIBERTY PLAZA, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10006 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RFG Acquisition II Inc. CENTRAL INDEX KEY: 0001377040 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 BUSINESS ADDRESS: STREET 1: RAINMAKER SECURITIES LLC STREET 2: 200 SOUTH MICHIGAN AVENUE 21ST FLOOR CITY: CHICAGO STATE: IL ZIP: 60604 BUSINESS PHONE: 312 286 4826 MAIL ADDRESS: STREET 1: RAINMAKER SECURITIES LLC STREET 2: 200 SOUTH MICHIGAN AVENUE 21ST FLOOR CITY: CHICAGO STATE: IL ZIP: 60604 FORMER COMPANY: FORMER CONFORMED NAME: RFG ACQUISTION II INC DATE OF NAME CHANGE: 20060929 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Granite Investor Group, Inc. CENTRAL INDEX KEY: 0001521953 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52330 FILM NUMBER: 11878113 BUSINESS ADDRESS: STREET 1: ONE LIBERTY PLAZA STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 212-566-4051 MAIL ADDRESS: STREET 1: ONE LIBERTY PLAZA STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10006 3 1 f3051611granite_rfgacq.xml FORM 3 X0203 3 2011-05-16 0 0001377040 RFG Acquisition II Inc. NONE 0001521953 Granite Investor Group, Inc. ONE LIBERTY PLAZA, 35TH FLOOR NEW YORK NY 10006 0 0 0 1 Option Holder 0001521918 Stamell Jared ONE LIBERTY PLAZA, 35TH FLOOR NEW YORK NY 10006 0 0 0 1 Option Holder 0001521917 Cohen Barry F 1600 SOUTHEAST 15TH STREET, APT. 512 FORT LAUDERDALE FL 33316 0 0 0 1 Option Holder 0001521916 Shah Nikil L 5673 PEACHTREE-DUNWOODY ROD, N.E. SUITE 910 ATLANTA GA 30342 0 0 0 1 Option Holder Right to acquire Common Stock, par value $0.0001 25000 2011-05-16 2011-10-13 Common Stock D Right to acquire Common Stock, par value $0.0001 25000 2011-05-16 2011-10-13 Common Stock I By Granite Investor Group, Inc. Right to acquire Common Stock, par value $0.0001 25000 2011-05-16 2011-10-13 Common Stock I By Granite Investor Group, Inc. Right to acquire Common Stock, par value $0.0001 25000 2011-05-16 2011-10-13 Common Stock I By Granite Investor Group, Inc. On May 16, 2011, the Issuer entered into an agreement (the "Option Agreement") with Granite Investment Group, Inc., ("Granite") pursuant to which Granite acquired the right to purchase, at any time through the date that is 150 days from the date of the Option Agreement (the "Option Period"), such number of shares of Common Stock required to obtain control of the Issuer (the "Controlling Shares"). The option may be exercised may any time during the Option Period upon at least 20 days' prior written notice from Granite. The Option Agreement and right to purchase the Controlling Shares will terminate on October 13, 2011. Represents 66% of the Controlling Shares beneficially owned by Barry Cohen. Mr. Cohen owns 66% of the issued and outstanding shares of common stock of Granite and therefore may be deemed to have voting and investment control over 66% of any securities of the Issuer owned by Granite. Represents 24% of the Controlling Shares beneficially owned by Jared Stamell. Mr. Stamell owns 24% of the issued and outstanding shares of common stock of Granite and therefore may be deemed to have voting and investment control over 24% of any securities of the Issuer owned by Granite. Represents 10% of the Controlling Shares beneficially owned by Nikhil Shah. Mr. Shah owns 10% of the issued and outstanding shares of common stock of 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. 2011-05-27 /s/ Jared Stamell 2011-05-27 /s/ Barry F. Cohen 2011-05-27 /s/ Nikhil L. Shah 2011-05-27