U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A
Amendment No. 1 to Form 10-K

(MARK ONE)

[   ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

[ X ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM JANUARY 1, 2002 TO JUNE 30, 2002.

COMMISSION FILE NUMBER 333-32800

VESTIN FUND II, LLC

(NAME OF BUSINESS ISSUER IN ITS CHARTER)

NEVADA
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION) 88-0481336
(I.R.S. EMPLOYER
IDENTIFICATION NO.)

2901 EL CAMINO AVENUE, LAS VEGAS, NEVADA    89102
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)   (ZIP CODE)

ISSUER’S TELEPHONE NUMBER: 702.227.0965

SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:
NONE

SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:
NONE

Indicate by check mark whether the registrant (1) 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained in this form, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. Not applicable.

The Registrant hereby amends the following portions of its Transition Report on Form 10-K for the transition period ended June 30, 2002, which was filed with the Commission on September 27, 2002, as set forth in the pages attached hereto:

A.	In the Certification made by Stephen J. Byrne, as Chief Executive Officer of Vestin Mortgage, Inc., the sole manager of the Registrant, pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, in the opening sentence, Stephen J. Byrne’s first name has been misspelt as “Steven,” which should be “Stephen.”
B.	In the Statements of Income included in the Financial Statements section, the heading of the 2nd column from the right should be “FOR THE YEAR ENDED DECEMBER 31, 2001.” The wording “FOR THE PERIOD FROM” should be deleted.
C.	In the Statements of Cash Flows included in the Financial Statements section, the heading of the 2nd column from the right should be “FOR THE YEAR ENDED DECEMBER 31, 2001.” The year “2001” has been mistakenly printed as “2002” during the edgarization process.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned thereunto duly authorized.

Vestin Fund II, LLC

By: Vestin Mortgage, Inc., its sole Manager

By:	/s/   Stephen J. Byrne
	Stephen J. Byrne Chief Executive Officer and Director (Principal Officer of the Manager)
By:	/s/   Lance K. Bradford
	Lance K. Bradford Director, Secretary and Treasurer (Chief Financial Officer of the Manager)
By:	/s/   Michael V. Shustek
	Michael V. Shustek Director of the Manager

Dated:   September 27, 2002

CERTIFICATIONS

I, Stephen J. Byrne, certify that:

1. I have reviewed this amendment No. 1 (this “Amendment”) to the transition report on Form 10-K of Vestin Fund II, LLC (the “Registrant”);

2. Based on my knowledge, this Amendment does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Amendment; and

3. Based on my knowledge, the financial statements, and other financial information included in this Amendment, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Amendment.

Date:  September 27, 2002

/s/ Stephen J. Byrne
Stephen J. Byrne*
Chief Executive Officer
of Vestin Mortgage, Inc., Manager of the Registrant

*  Stephen J. Byrne functions as the equivalent of the chief executive officer of the Registrant for purposes of Rule 13a-14 under the Securities Exchange Act of 1934.

I, Lance K. Bradford, certify that:

1. I have reviewed this amendment No. 1 (this “Amendment”) to the transition report on Form 10-K of Vestin Fund II, LLC (the “Registrant”);

2. Based on my knowledge, this Amendment does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Amendment; and

3. Based on my knowledge, the financial statements, and other financial information included in this Amendment, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Amendment.

Date:  September 27, 2002

/s/ Lance K. Bradford
Lance K. Bradford*
Chief Financial Officer
of Vestin Mortgage, Inc., Manager of the Registrant

*  Lance K. Bradford functions as the equivalent of the chief financial officer of the Registrant for purposes of Rule 13a-14 under the Securities Exchange Act of 1934.

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350

Stephen J. Byrne, as Chief Executive Officer of Vestin Mortgage, Inc., the sole Manager of Vestin Fund II, LLC (the “Registrant”), and Lance K. Bradford, as Chief Financial Officer of Vestin Mortgage, Inc., hereby certify, pursuant to 18 U.S.C. §1350, that

(1)	the Registrant’s Amendment No. 1 to its Transition Report on Form 10-K for the transition period ended June 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the “Amendment”), fully complies with the applicable requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Amendment fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Dated:  September 27, 2002	/s/   Stephen J. Byrne
	Stephen J. Byrne* Chief Executive Officer of Vestin Mortgage, Inc., Manager of the Registrant
Dated:  September 27, 2002	/s/   Lance K. Bradford
	Lance K. Bradford* Chief Financial Officer of Vestin Mortgage, Inc., Manager of the Registrant

*  Stephen J. Byrne and Lance K. Bradford function, respectively, as the equivalent of the chief executive officer and chief financial officer of the Registrant for purposes of 18 U.S.C. Section 1350.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

EXHIBIT INDEX

Exhibit No.	Description of Exhibits
3.1(1)	Articles of Organization(1)
10	Amended and Restated Operating Agreement(2)

(1)	Incorporated herein by reference to our S-11 Registration Statement filed on December 21, 2000.
(2)	Incorporated herein by reference to Amendment No. 2 to our S-11 Registration Statement filed on July 3, 2002.

REPORTS ON FORM 8-K

Current Reports on Form 8-K filed with the Commission on April 25, 2002 and April 29, 2002, which report the following items:

     (i)  Item 4 — Changes in Registrant’s Certifying Accountant; and

     (ii)  Item 7 — Exhibits.

Current Report on Form 8-K filed with the Commission on June 24, 2002, which reports the following item:

     Item 8 — Change in Fiscal Year.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Vestin Fund II, LLC

By:	Vestin Mortgage, Inc., its sole Manager
By:	/s/ Stephen J. Byrne
	Stephen J. Byrne Chief Executive Officer and Director (Principal Officer of the Manager)
By:	/s/ Lance K. Bradford
	Lance K. Bradford Director, Secretary and Treasurer (Chief Financial Officer of the Manager)
By:	/s/ Michael V. Shustek
	Michael V. Shustek Director of the Manager

Dated:  September 27, 2002

CERTIFICATIONS

I, Stephen J. Byrne, certify that:

1. I have reviewed this transition report on Form 10-K of Vestin Fund II, LLC;

2. Based on my knowledge, this transition report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this transition report; and

3. Based on my knowledge, the financial statements, and other financial information included in this transition report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this transition report.

Date:  September 27, 2002

/s/ Stephen J. Byrne

Stephen J. Byrne*
Chief Executive Officer
of Vestin Mortgage, Inc., Manager of the Registrant

* Stephen J. Byrne functions as the equivalent of the chief executive officer of the Registrant for purposes of Rule 13a-14 under the Securities Exchange Act of 1934.

I, Lance K. Bradford, certify that:

1. I have reviewed this transition report on Form 10-K of Vestin Fund II, LLC;

2. Based on my knowledge, this transition report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this transition report; and

3. Based on my knowledge, the financial statements, and other financial information included in this transition report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this transition report.

Date: September 27, 2002

/s/ Lance K. Bradford

Lance K. Bradford*
Chief Financial Officer
of Vestin Mortgage, Inc., Manager of the Registrant

* Lance K. Bradford functions as the equivalent of the chief financial officer of the Registrant for purposes of Rule 13a-14 under the Securities Exchange Act of 1934.

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Vestin Fund II, LLC

STATEMENTS OF INCOME

									FOR THE PERIOD FROM
									DECEMBER 7, 2000
			TRANSITION PERIOD		FOR THE SIX MONTHS		FOR THE YEAR		(DATE OF INCEPTION)
			ENDED		ENDED JUNE 30, 2001		ENDED		THROUGH
			JUNE 30, 2002		(UNAUDITED)		DECEMBER 31, 2001		DECEMBER 31, 2000
Revenues
	Interest income from investment in mortgage loans		$	11,288,619	$	15,405	$	3,801,649	$	—
	Other income			215,481		—		—		—
		Total revenues		11,504,100		15,405		3,801,649		—
Operating expenses
	Management fees to Managing Member			236,778		—		86,832		—
	Provision for loan losses			500,000		—		—		—
	Other			44,303		20		127		—
		Total operating expenses		781,081		20		86,959		—
		NET INCOME	$	10,723,019	$	15,385	$	3,714,690	$	—
Net income allocated to members			$	10,723,019	$	15,385	$	3,714,690	$	—
Net income allocated to members per weighted average membership units			$	0.59	$	0.02	$	0.67
Weighted average membership units				18,326,615		635,912		5,548,510		—

The accompanying notes are an integral part of these statements.

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Vestin Fund II, LLC

STATEMENTS OF CASH FLOWS

													FOR THE PERIOD FROM
													DECEMBER 7, 2000
				TRANSITION PERIOD			FOR THE SIX MONTHS			FOR THE YEAR			(DATE OF INCEPTION)
				ENDED			ENDED JUNE 30, 2001			ENDED			THROUGH
				JUNE 30, 2002			(UNAUDITED)			DECEMBER 31, 2001			DECEMBER 31, 2000
Cash flows from operating activities:
	Net income			$	10,723,019		$	15,385		$	3,714,690		$	—
	Adjustments to reconcile net income to net cash provided by operating activities:
		Increase in interest and other receivables			(1,123,262	)		(8,085	)		(1,066,369	)		—
		Increase in allowance for loan losses			500,000			—			—			—
		Increase in other assets			(113,189	)		—			—			—
		Increase in due to Managing Member			381,687			—			—			—
			Net cash provided by operating activities		10,368,255			7,300			2,648,321			—
Cash flows from investing activities:
	Purchase of investments in mortgage loans				(153,844,526	)		(8,473,473	)		(133,379,244	)		—
	Purchase of investments in mortgage loans from Vestin Fund I, LLC				(665,000	)		—			(21,289,763	)		—
	Proceeds received from sale of investments in mortgage loans to Vestin Fund I, LLC				—			—			10,000,000			—
	Proceeds from loan payoff				33,495,536			—			22,405,938			—
	Purchase of investments in mortgage loans from Managing Member				(10,000,000	)		—			—			—
	Proceeds received from sale of investments in mortgage loans to Managing Member				—			—			4,026,598			—
	Proceeds received from sale of investments in mortgage loans				25,692,135			—			1,000,000			—
	Investment in certificates of deposit				(4,024,350	)		(250,000	)		(2,400,650	)		—
			Net cash used in investing activities		(109,346,205	)		(8,723,473	)		(119,637,121	)		—
Cash flows from financing activities:
	Proceeds from issuance of membership units				102,020,216			10,573,775			126,880,225			—
	Members’ distributions, net of reinvestments				(8,383,663	)		—			(2,349,383	)		—
	Members’ withdrawals				(72,012	)		—			(10,091	)		—
	Advance from manager				—			—			80,000			—
			Net cash provided by financing activities		93,564,541			10,573,775			124,600,751			—
			NET (DECREASE) INCREASE IN CASH		(5,413,409	)		1,857,602			7,611,951			—
Cash, beginning of period					7,611,951			—			—			—
Cash, ending of period				$	2,198,542		$	1,857,602		$	7,611,951		$	—
Supplemental disclosures of cash flows information:
Non-cash financing activities:
		Conversion of deferred offering costs to membership units		$	—		$	593,026		$	835,725		$	264,275
		Reinvestment of members’ distributions		$	2,009,092		$	—		$	470,920		$	—
		Deferred debt offering costs paid by Manager		$	135,573		$	—		$	142,448		$	—
		Distributions payable to Manager		$	68,961		$	—		$	46,630		$	—

The accompanying notes are an integral part of these statements.

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