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 June 30, 2009

¨ 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 000-52329

RFG Acquisition I Inc.

(Exact name of registrant as specified in its charter)

Delaware		32-0179990
(State or other jurisdiction		(I.R.S. Employer Identification Number)
of incorporation or organization)

c/o RainMaker Financial Group Inc., 650 Warrenville Road, Suite 103, Lisle, Illinois 60532

(Address of principal executive offices)

(312) 896-8292

(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 ¨ 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 August 11, 2009.

RFG ACQUISITION I INC.

- INDEX –

		Page
PART I – FINANCIAL INFORMATION:

Item 1.	Financial Statements:

	Balance Sheets as of June 30, 2009 (Unaudited) and December 31, 2008		1

	Statements of Operations (Unaudited) for the Three Months Ended June 30, 2009 and 2008, for the Six Months Ended June 30, 2009 and 2008 and for the Period from August 29, 2006 (Inception) through June 30, 2009		2

	Statement of Stockholders’ Equity/(Deficiency) for the Period August 29, 2006 (Inception) through June 30, 2009 (Unaudited)		3

	Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2009, for the Six Months Ended June 30, 2008 and for the Period August 29, 2006 (Inception) through June 30, 2009		4

	Notes to Financial Statements		5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		9

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		12

Item 4.	Submission of Matters to a Vote of Security Holders		13

Item 5.	Other Information		13

Item 6.	Exhibits		14

Signatures			15

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

RFG ACQUISITION I INC.

(A Development Stage Company)

Balance Sheets

	June 30, 2009 (Unaudited)			December 31, 2008

Assets
Current Assets
Cash	$	509		$	22
Prepaid expenses		3,750			-
Total Assets	$	4,259		$	22


Liabilities and Stockholders’ Equity/(Deficiency)
Current Liabilities
Accounts payable and accrued expenses	$	3,341		$	3,575

Long Term Liabilities
Loan payable – stockholders		76,510			56,510
Accrued interest payable		6,374			4,782
Total Long Term Liabilities		82,884			61,292

Total Liabilities		86,225			64,867

Stockholders’ Equity/(Deficiency)
Preferred stock, $.0001 par value; 10,000,000 shares authorized; none issued and outstanding		-			-
Common stock, $.0001 par value; 100,000,000 shares authorized; 2,500,000 shares issued and outstanding		250			250
Additional paid-in capital		29,750			29,750
Deficit accumulated during the development stage		(111,966	)		(94,845	)

Total Stockholders’ Equity/(Deficiency)		(81,966	)		(64,845	)

Total Liabilities and Stockholders’ Equity/(Deficiency)	$	4,259		$	22

See notes to financial statements.

RFG ACQUISITION I INC.

(A Development Stage Company)

Statements of Operations

(Unaudited)

													For the Period
	For the Three Months Ended			For the Three Months Ended			For the Six Months Ended			For the Six Months Ended			August 29, 2006 (Inception) Through
	June 30, 2009			June 30, 2008			June 30, 2009			June 30, 2008			June 30, 2009

Revenues	$	-		$	-		$	-		$	-		$	-

General and administrative expenses		5,535			6,345			15,529			16,389			105,592

(Loss) before other expenses		(5,535	)		(6,345	)		(15,529	)		(16,389	)		(105,592	)

Interest expense		849			718			1,592			1,414			6,374

Net (Loss)	$	(6,384	)	$	(7,063	)	$	(17,121	)	$	(17,803	)	$	(111,966	)



Basic and Diluted (Loss) Per Share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)


Weighted Average Number of Common Shares Outstanding		2,500,000			2,500,000			2,500,000			2,500,000

See notes to financial statements.

RFG ACQUISITION I INC.

(A Development Stage Company)

Statement of Stockholders’ Equity/(Deficiency)

For the Period August 29, 2006 (Inception) Through June 30, 2009

														(Deficit)
	Preferred Stock				Common Stock							Additional		Accumulated During the			Stockholders’
	Shares		Amount		Shares		Amount		Subscription Receivable			Paid-in Capital		Development Stage			Equity/ (Deficiency)
August 29, 2006 - common stock subscription		-	$	-		2,500,000	$	250	$	(250	)	$	-	$	-		$	-
August 31, 2006 – contributed capital		-		-		-		-		250			29,750		-			30,000
Net (loss)		-		-		-		-		-			-		(28,547	)		(28,547	)
Balance at December 31, 2006		-		-		2,500,000		250		-			29,750		(28,547	)		1,453
Net (loss)		-		-		-		-		-			-		(35,032	)		(35,032	)
Balance at December 31, 2007		-		-		2,500,000		250		-			29,750		(63,579	)		(33,579	)
Net (loss)		-		-		-		-		-			-		(31,266	)		(31,266	)
Balance at December 31, 2008		-		-		2,500,000		250		-			29,750		(94,845	)		(64,845	)
Net (loss) (Unaudited)		-		-		-		-		-			-		(17,121	)		(17,121	)
Balance at June 30, 2009 (Unaudited)		-	$	-		2,500,000	$	250	$	-		$	29,750	$	(111,966	)	$	(81,966	)

See notes to financial statements.

RFG ACQUISITION I INC.

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)

							For the Period
							August 29, 2006
	For the Six Months Ended			For the Six Months Ended			(Inception) Through
	June 30, 2009			June 30, 2008			June 30, 2009

Cash Flows from Operating Activities
Net (loss)	$	(17,121	)	$	(17,803	)	$	(111,966	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Increase in prepaid expenses		(3,750	)		(3,750	)		(3,750	)
(Decrease)/Increase in accounts payable and accrued expenses		(234	)		271			3,341
Increase in accrued interest		1,592			1,414			6,374
Net cash (used in) operating activities		(19,513	)		(19,868	)		(106,001	)

Cash Flows from Financing Activities
Proceeds from issuance of common stock		-			-			30,000
Proceeds from stockholder loans		20,000			20,000			76,510
Net cash provided by financing activities		20,000			20,000			106,510

Net Increase in Cash		487			132			509

Cash at beginning of period		22			217			-

Cash at end of period	$	509		$	349		$	509

See notes to financial statements.

RFG ACQUISITION I INC.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2009

NOTE 1 - ORGANIZATION AND BUSINESS:

RFG Acquisition I 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.

As required by FASB interpretation No. 48, “Accounting for Uncertainty in Income Taxes—An Interpretation of FASB Statement No. 109” (“FIN 48”), 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 June 30, 2009, the Company is unaware of any uncertain tax positions.

RFG ACQUISITION I INC.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2009

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued):

(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.

NOTE 3 - COMMON STOCK:

The Company is authorized to issue one hundred million (100,000,000) shares of common stock. On August 29, 2006 the Company sold two million five hundred thousand (2,500,000) shares of common stock to two investors for $250, which was paid on August 31, 2006. These shareholders also contributed an additional amount of $29,750, for total cash consideration of $30,000.

NOTE 4 - PREFERRED STOCK:

The Company is authorized to issue ten million (10,000,000) shares of $.0001 par value preferred stock with designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors of the Company.

NOTE 5 - INCOME TAXES:

As of June 30, 2009, the Company has net operating loss carryforwards of approximately $112,000 to reduce future federal and state taxable income through 2028.

The Company has approximately $27,000 and $16,000 in deferred tax assets at June 30, 2009 and 2008, respectively, resulting from net operating loss carryforwards. At June 30, 2009 and 2008, 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 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. All of the Company’s tax years are subject to federal and state tax examination.

RFG ACQUISITION I INC.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2009

NOTE 6 - LOAN PAYABLE STOCKHOLDERS:

On November 20, 2006, the Company entered into formal line of credit agreements with its two stockholders. The agreements provided the Company with revolving credit lines up to an aggregate maximum of $12,510. The agreements were amended on February 26, 2007 to increase the maximum aggregate principal amount to $30,000. On June 1, 2007, the agreements were amended to increase the rate of interest from 4.75% to the prime rate of interest, as reported in the Wall Street Journal, plus 1.0% per annum. In addition, the default rate of interest was changed from 10.0% to the prime rate of interest, as reported in the Wall Street Journal, plus 6.0% per annum. On September 24, 2007, the agreements were amended to increase the maximum aggregate principal amount to $50,000. On June 20, 2008, the agreements were amended to increase the maximum aggregate principal amount to $100,000. This maximum principal amount may be further amended from time to time. Interest on outstanding loans is calculated based on actual days outstanding and a 360 day year. Outstanding principal and accrued interest is to be repaid in full upon the earlier of the completion of a merger or December 31, 2010. At June 30, 2009, the balance outstanding under these agreements is $76,510 plus accrued interest of $6,374. On July 20, 2009, the Company received an additional $3,500, increasing the outstanding principal balance to $80,010.

NOTE 7 - RELATED PARTY TRANSACTIONS:

On July 17, 2007, an affiliate of the Company, Ten X Holdings, LLC, completed a $2,500,000 loan to Brewer Investment Group, LLC. The loan was interest only, and the principal was convertible into Class A membership interests in Brewer Investment Group, LLC. The loan was amended several times to extend the maturity date to December 31, 2008. All other financial terms and conditions of the loan remained the same. The loan provides that it may be sold, transferred, assigned or pledged to certain corporations or other entities, including the Company, or its current stockholders, who serve as officers and sole director of the Company and are also the principal owners of, and managers of, Ten X Holdings, LLC. On January 6, 2009, after the failure of Brewer Investment Group, LLC to pay all sums due and payable under the loan within two days after the amended maturity date, Ten X Holdings, LLC declared the loan to be in formal default and declared all such sums immediately due and payable and demanded payment thereof. Minimal payments have been received to date. As of August 11, 2009 the vast majority of the loan remains unpaid.

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

RFG ACQUISITION I INC.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2009

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, 2008.

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.

NOTE 10 - SUBSEQUENT EVENTS:

Subsequent events have been evaluated through August 11, 2009, the date the financial statements were issued.

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 I 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 and maintains its principal executive office at c/o RainMaker Financial Group Inc., 650 Warrenville Road, Suite 103, Lisle, Illinois 60532. Since inception, the Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination through the acquisition of, or merger with, an operating business. The Company filed a Registration Statement on Form 10-SB with the U.S. Securities and Exchange Commission (the “SEC”) on November 22, 2006, and since its effectiveness, the Company has focused its efforts to identify a possible business combination.

The Company, based on proposed business activities, is a “blank check” company. The SEC defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. The Company is also a “shell company,” defined in Rule 12b-2 under the Exchange Act as a company with no or nominal assets (other than cash) and no or nominal operations. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.

The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with an operating business. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

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) investigating, analyzing and consummating an acquisition.

We believe we will be able to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.

The Company may consider acquiring a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is 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.

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 even the limited additional capital which we will have and/or 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 June 30, 2009, the Company had assets equal to $4,259, comprised of cash and prepaid expenses. This compares with assets of $22, comprised exclusively of cash, as of December 31, 2008. The Company had $3,341 in current liabilities as of June 30, 2009, comprised of accounts payable and accrued expenses. This compares to the Company’s current liabilities as of December 31, 2008 of $3,575, comprised exclusively of accounts payable and accrued expenses. The Company’s long term liabilities as of June 30, 2009 equal $82,884, comprised of loans payable to stockholders and accrued interest payable. This compares to the Company’s long term liabilities as of December 31, 2008 of $61,292, comprised of loans payable to stockholders and accrued interest payable. 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 six months ended June 30, 2009, for the six months ended June 30, 2008 and for the period from August 29, 2006 (Inception) through June 30, 2009:

	For the Six Months Ended June 30, 2009			For the Six Months Ended June 30, 2008			For the Period from August 29, 2006 (Inception) through June 30, 2009
Net cash (used in) operating activities	$	(19,513	)	$	(19,868	)	$	(106,001	)
Net cash (used in) investing activities	$	-		$	-		$	-
Net cash provided by financing activities	$	20,000		$	20,000		$	106,510
Net increase in cash	$	509		$	349		$	509

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 June 30, 2009. 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 and six months ended June 30, 2009, the Company had a net loss of $6,384 and $17,121, respectively, consisting of (i) $5,535 and $15,529 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 Form 10-K for the year ended December 31, 2008 in March of 2009 and Form 10-Q for the quarter ended March 31, 2009 in May of 2009, and (ii) $849 and $1,592 of interest expense.

This compares with a net loss of $7,063 and $17,803 for the three and six months ended June 30, 2008, consisting of (i) $6,345 and $16,389 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-KSB for the year ended December 31, 2007 in March of 2008 and Form 10-Q for the quarter ended March 31, 2008 in May of 2008, and (ii) $718 and $1,414 of interest expense.

For the period from August 29, 2006 (Inception) through June 30, 2009, the Company had a net loss of $111,966, consisting of (i) $105,592 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 and (ii) $6,374 of interest expense.

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 June 30, 2009, 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 June 30, 2009 that have materially affected or are reasonably likely to materially affect our internal controls.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

To the best knowledge of our officers and sole director, the Company is not a party to any legal proceeding or litigation.

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. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

On July 17, 2007, Ten X Holdings, LLC, an Illinois limited liability company and an affiliate of the Company (“Ten X”), was issued a convertible promissory note by Brewer Investment Group, LLC, an Illinois limited liability company (“Brewer”) in consideration for $2,500,000 that Ten X loaned to Brewer (the “Note”). The principal of the Note was convertible into Class A membership interests of Brewer. No interest shall accrue on the Note, and the Note was due and payable on December 31, 2007. The loan was amended several times to extend the maturity date to December 31, 2008. All other financial terms and conditions of the loan remained the same. The loan provides that it may be sold, transferred, assigned or pledged to certain corporations or other entities, including the Company, or its current stockholders, who serve as officers and sole director of the Company and are also the principal owners of, and managers of, Ten X Holdings, LLC. On January 6, 2009, after the failure of Brewer Investment Group, LLC to pay all sums due and payable under the loan within two days after the amended maturity date, Ten X Holdings, LLC declared the loan to be in formal default and declared all such sums immediately due and payable and demanded payment thereof. Minimal payments have been received to date. As of August 11, 2009 the vast majority of the loan remains unpaid.

On November 20, 2006, the Company entered into a line of credit agreement with each of its two stockholders (the “Loan Agreements”). The Loan Agreements each provide the Company with a revolving credit line up to a maximum of $6,255, for an aggregate credit line of $12,510 (the “Credit Line”). The Credit Line may be increased or amended from time to time. The outstanding amount due under the Credit Line will accrue interest at a rate of 4.75% per annum and will be calculated based on actual days outstanding and a 360-day year. Outstanding principal and accrued interest shall be repaid in full upon the earlier of the completion of a merger or December 31, 2010. On February 26, 2007, the Loan Agreements were amended to increase the Credit Line to an aggregate of $30,000. The Loan Agreements were further amended on June 1, 2007 to increase the interest rate charged on outstanding loan borrowings from 4.75% per annum to the Prime Rate of Interest, as listed in the Wall Street Journal, plus 1% per annum. In addition, the default rate of interest was changed from 10.0% to the prime rate of interest, as reported in the Wall Street Journal, plus 6.0% per annum. On September 24, 2007, the Loan Agreements were amended to further increase the Credit Line to an aggregate of $50,000. On June 20, 2008, the agreements were amended to increase the maximum aggregate principal amount to $100,000. This maximum principal amount may be further amended from time to time. Interest on outstanding loans is calculated based on actual days outstanding and a 360 day year. Outstanding principal and accrued interest is to be repaid in full upon the earlier of the completion of a merger or December 31, 2010. At June 30, 2009, the balance outstanding under these agreements is $76,510 plus accrued interest of $6,374. On July 20, 2009, the Company received an additional $3,500 increasing the outstanding principal balance to $80,010.

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

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 June 30, 2009.

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 June 30, 2009.

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 I INC.

Dated: August 11, 2009	By:	/s/ Richard F. Beston, Jr.
		Richard F. Beston, Jr.
		President and Director
		Principal Executive Officer

Dated: August 11, 2009	By:	/s/ David W. Matre
		David W. Matre
		Chief Financial Officer
		Principal Financial Officer
		Principal Accounting Officer

RFG ACQUISITION I INC 10-Q