UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~January~~February 282, 2015 ~~(January 22, 2015)~~

American Realty Capital – Retail Centers of America II, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

333-196594		38-3930764
(Commission File Number)		(IRS Employer Identification No.)

405 Park Avenue

New York, New York 10022

(Address, including zip code, of Principal Executive Offices)

(212) 415-6500

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.01. Changes in Registrant’s Certifying Accountant.

On ~~January~~February 222, 2015, ~~Grant~~American ~~Thornton~~Realty ~~LLP~~Capital – Retail Centers of America II, Inc. (~~“Grant~~the ~~Thornton~~“Company”) ~~resigned~~engaged KPMG LLP (“KPMG”) as ~~the~~its new independent registered public accounting firm for ~~American~~the ~~Realty~~fiscal ~~Capital~~year ~~– Retail~~ended ~~Centers~~December ~~of America II~~31, ~~Inc~~2014. ~~(the~~The “Company~~”). Grant Thornton~~’s ~~resignation~~audit ~~was~~committee participated ~~accepted~~in byand approved the ~~Company’s audit~~decision ~~committee~~to appoint KPMG.

~~Grant~~Since ~~Thornton~~the Company’s ~~audit report~~establishment onin April 2014 and through the ~~Company’s~~end ~~consolidated~~of ~~financial~~the ~~statements~~fiscal ~~for~~year ended December 31, 2014 and the subsequent interim period from ~~April~~January 231, 2015 ~~2014~~through toFebruary ~~June~~ 2, ~~2014~~2015, ~~did~~neither ~~not~~the ~~contain~~Company annor anyone acting on behalf of the Company, consulted KPMG regarding (i) the ~~adverse~~application ~~opinion~~of accounting principles to a specified transaction, either completed or ~~disclaimer~~proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was itprovided ~~qualified~~to orthe Company that ~~modified~~KPMG concluded was an important factor considered by the Company in reaching a decision as to ~~uncertainty~~the accounting, auditing ~~audit~~or ~~scope~~financial reporting issue; or ~~accounting~~(ii) ~~principles~~any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

Since the Company’s establishment in April 2014 and through the end of the fiscal year ended December 31, 2014 and the subsequent interim period from January 1, 2015 through January 22, 2015, (i) there were no disagreements between the Company and Grant Thornton on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Grant Thornton, would have caused Grant Thornton to make reference to the subject matter of the disagreement in its report on the Company’s consolidated financial statements and (ii) there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.SIGNATURES

~~The~~Pursuant ~~Company~~to ~~has~~the ~~provided~~requirements ~~Grant Thornton with a copy~~ of the ~~foregoing~~Securities Exchange ~~statements~~Act ~~and has requested and received from Grant Thornton a copy~~ of ~~the~~1934, ~~letter addressed to~~ the ~~Securities~~ ~~and~~Registrant ~~Exchange~~has ~~Commission~~duly ~~stating~~caused ~~that~~this ~~Grant~~report ~~Thornton~~to ~~agrees~~be ~~with~~signed ~~the~~on ~~above~~its ~~statements.~~behalf Aby ~~copy of~~ the ~~letter~~undersigned ~~from~~hereunto ~~Grant Thornton~~duly ~~is attached as Exhibit 16~~authorized.~~1 to this Form 8-K.~~

The Company is presently in discussions with several accounting firms to replace Grant Thornton as its independent registered public accounting firm for the fiscal year ending December 31, 2014. The Company will promptly file a Current Report on Form 8-K when the retention of a replacement accounting firm has been completed.

	AMERICAN REALTY CAPITAL – RETAIL CENTERS OF AMERICA II, INC.


Date: February 2, 2015	By:	/s/ William M. Kahane
		William M. Kahane
		Chief Executive Officer and Chairman of the Board of Directors

Item 9.01 Financial Statements and Exhibits

		(d) Exhibits
Exhibit No.		Description
16.1		Letter from Grant Thornton LLP to the Securities and Exchange Commission dated January 28, 2015.

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 hereunto duly authorized.

	AMERICAN REALTY CAPITAL – RETAIL CENTERS OF AMERICA II, INC.
Date: January 28, 2015	By:	/s/ William M. Kahane
		William M. Kahane
		Chief Executive Officer and Chairman of the Board of Directors

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