This is the Primary Document downloaded from EDGAR on 12/12/2014 9:57:28 PM EST for EFDID 38041 and Accession Number 0001144204-12-043455.

SEC FORM D/A

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Expires: August 31, 2015
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001521724
   Corporation
   Limited Partnership
X Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
RK Opportunity Fund II, LLC
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2011
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
RK Opportunity Fund II, LLC
Street Address 1 Street Address 2
3737 EAST BROADWAY
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
LONG BEACH CALIFORNIA 90803 (562) 240-1000

3. Related Persons

Last Name First Name Middle Name
King, Jr. William Rance
Street Address 1 Street Address 2
3737 East Broadway
City State/Province/Country ZIP/PostalCode
Long Beach CALIFORNIA 90803
Relationship: X Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Rance King Properties, Inc. none
Street Address 1 Street Address 2
3737 East Broadway
City State/Province/Country ZIP/PostalCode
Long Beach CALIFORNIA 90803
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Related person is a Delaware corporation acting as a Managing Member

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
   Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes    No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
X Commercial
   Construction
   REITS & Finance
   Residential
   Other Real Estate
  
Retailing
  
Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
X $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
   Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))    Rule 505
   Rule 504 (b)(1)(i) X Rule 506
   Rule 504 (b)(1)(ii) X Securities Act Section 4(5)
   Rule 504 (b)(1)(iii)    Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 2011-07-01    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
X Yes    No

9. Type(s) of Securities Offered (select all that apply)

X Equity    Pooled Investment Fund Interests
   Debt X Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security    Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $50,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
Rance King Securities Corporation 15737
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
3737 EAST BROADWAY
City State/Province/Country ZIP/Postal Code
LONG BEACH CALIFORNIA 90803
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ALABAMA
ARIZONA
CALIFORNIA
COLORADO
CONNECTICUT
DISTRICT OF COLUMBIA
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
MARYLAND
MASSACHUSETTS
MINNESOTA
NEBRASKA
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OREGON
TENNESSEE
TEXAS
UTAH
VIRGINIA
WASHINGTON
WISCONSIN
Recipient
Recipient CRD Number    None
Alternative Wealth Strategies, Inc. 130933
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1050 NORTH KINGS HWY, #101
City State/Province/Country ZIP/Postal Code
CHERRY HILL NEW JERSEY 08034
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW JERSEY
NEW YORK
Recipient
Recipient CRD Number    None
Brookstone Securities 13366
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
520 S. FLORIDA AVE.
City State/Province/Country ZIP/Postal Code
LAKELAND FLORIDA 33801
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
FLORIDA
Recipient
Recipient CRD Number    None
Capwest/Due diligence 30002
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
6144 WEST SAHARA
City State/Province/Country ZIP/Postal Code
LAS VEGAS NEVADA 89146
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Commonwealth Financial 8032
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
29 SAWYER ROAD
City State/Province/Country ZIP/Postal Code
WALTHAM MISSISSIPPI 02453
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
MINNESOTA
Recipient
Recipient CRD Number    None
Courtland Securities 18340
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
3991 MACARTHUR BLVD., #320
City State/Province/Country ZIP/Postal Code
NEWPORT BEACH CALIFORNIA 92658
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
Empire Securities 13854
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
310 ESCONDIDO AVE.
City State/Province/Country ZIP/Postal Code
VISTA CALIFORNIA 92084
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
GFA Securities 128568
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2080 RINGLING BLVD., 3RD FLOOR
City State/Province/Country ZIP/Postal Code
SARASOTA FLORIDA 34237
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
FLORIDA
Recipient
Recipient CRD Number    None
Girard Securities 18697
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
9550 WAPLES STREET, SUITE B
City State/Province/Country ZIP/Postal Code
SAN DIEGO CALIFORNIA 92121
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Global Brokerage Services 37505
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
11350 MCCORMICK RD., EP III #901
City State/Province/Country ZIP/Postal Code
HUNT VALLEY MARYLAND 21031
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
Harrison Douglas 16515
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
5303 E. EVANS AVE., #201
City State/Province/Country ZIP/Postal Code
DENVER COLORADO 80222
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
COLORADO
Recipient
Recipient CRD Number    None
IMS Securities, Inc. 35567
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
10205 WESTHEIMER RD., #500
City State/Province/Country ZIP/Postal Code
HOUSTON TEXAS 77042
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
FLORIDA
TEXAS
Recipient
Recipient CRD Number    None
Independent Financial Group 7717
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
12636 HIGH BLUFF DRIVE, #100
City State/Province/Country ZIP/Postal Code
SAN DIEGO CALIFORNIA 92130
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Lighthouse Capital Corp. 41812
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
532 ABREGO ST.
City State/Province/Country ZIP/Postal Code
MONTEREY CALIFORNIA 91940
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
MAM Wealth Management 124620
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
15456 VENTURA BLVD., SUITE 302
City State/Province/Country ZIP/Postal Code
SHERMAN OAKS CALIFORNIA 91403
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
Naples AIS, INC. 142927
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
23150 FASHION DR., SUITE 237
City State/Province/Country ZIP/Postal Code
ESTERO FLORIDA 33928
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ALABAMA
CALIFORNIA
FLORIDA
HAWAII
Recipient
Recipient CRD Number    None
Oaktree Securities 15825
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
3075 CITRUS CIR. #195
City State/Province/Country ZIP/Postal Code
WALNUT CREEK CALIFORNIA 94598
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
WASHINGTON
Recipient
Recipient CRD Number    None
Partnervest Securities 104134
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2002 ALAMEDA PADRE SERRA #135
City State/Province/Country ZIP/Postal Code
SANTA BARBARA CALIFORNIA 93102
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
PrimeX 29394
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
33 FRONT STREET, SUITE 304
City State/Province/Country ZIP/Postal Code
HEMPSTEAD NEW YORK 11550
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
FLORIDA
NEW YORK
Recipient
Recipient CRD Number    None
Private Asset Group 142541
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
3070 BRISTOL ST. #500
City State/Province/Country ZIP/Postal Code
COSTA MESA CALIFORNIA 92626
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
Pacific West 6390
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
555 SOUTH RENTON VILLAGE PLACE #700
City State/Province/Country ZIP/Postal Code
RENTON WASHINGTON 98057
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Regent Capital Group 126881
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
4607 LAKEVIEW CANYON RD., #574
City State/Province/Country ZIP/Postal Code
WESTLAKE VILLAGE CALIFORNIA 91361
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
UTAH
Recipient
Recipient CRD Number    None
Resource Horizon Group 104368
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1350 CHURCH STREET, EXT., NE 3RD FL
City State/Province/Country ZIP/Postal Code
MARRIETTA GEORGIA 30060
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Sammons Securities 115368
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
4261 PARK ROAD
City State/Province/Country ZIP/Postal Code
ANN ARBOR MICHIGAN 48103
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Sigma Financial 14303
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
4261 PARK ROAD
City State/Province/Country ZIP/Postal Code
ANN ARBOR MICHIGAN 48103
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Sterling Enterprises 44915
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
138 107TH AVE., SUITE 335
City State/Province/Country ZIP/Postal Code
TREASURE ISLAND FLORIDA 33200
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
FLORIDA
Recipient
Recipient CRD Number    None
Steven Falk & Associates 14297
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
3245 ELK CLOVER STREET, SUITE #1
City State/Province/Country ZIP/Postal Code
LAS VEGAS NEVADA 89135
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
NEVADA
Recipient
Recipient CRD Number    None
NelsonReid 45503
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1275 58TH AVE., SUITE A
City State/Province/Country ZIP/Postal Code
GREELY COLORADO 80634
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
COLORADO
FLORIDA
Recipient
Recipient CRD Number    None
Workman Securities 31898
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
6500 CITY WEST PARKWAY #350
City State/Province/Country ZIP/Postal Code
EDEN PRARIE MINNESOTA 55344
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $50,000,000 USD
or    Indefinite
Total Amount Sold $7,153,563 USD
Total Remaining to be Sold $42,846,437 USD
or    Indefinite

Clarification of Response (if Necessary):

With option to increase maximum offering amount to $100,000,000

14. Investors

X
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
5
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
122

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $519,331 USD
X Estimate
Finders' Fees $0 USD
X Estimate

Clarification of Response (if Necessary):

Assuming Offering of $50,000,000 is achieved, based on sales commission of 7%.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$2,250,000 USD
X Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
RK Opportunity Fund II, LLC /s/ David M. Griffith David M. Griffith General Counsel 2012-08-06

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.