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VESTIN REALTY MORTGAGE II

Vestin Realty Mortgage II, Inc. (“VRM II”), formerly Vestin Fund II, LLC (“Fund II”), invests in loans secured by real estate through deeds of trust or mortgages; hereafter referred to collectively as “deeds of trust” and as defined in our management agreement (“Management Agreement”) as mortgage assets (“Mortgage Assets”). In addition, we invest in, acquire, manage or sell real property and acquire entities involved in the ownership or management of real property. We commenced operations in June 2001.

We operated as a real estate investment trust (“REIT”) through December 31, 2011. We are not a mutual fund or an investment company within the meaning of the Investment Company Act of 1940, nor are we subject to any regulation thereunder. We announced on March 28, 2012 that we have terminated our election to be treated as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), effective for the tax year ending December 31, 2012.

On September 15, 2016, the Company filed a Schedule 13E-3 and related preliminary proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with a transaction that resulted in the voluntary delisting of the Company’s common stock from NASDAQ and the voluntary deregistration from the Company’s public reporting obligations under the Securities and Exchange Act of 1934 (the “Exchange Act”). The transaction, was approved by the stockholders on March 9, 2017. The foregoing permited the Company to forego many of the expenses associated with operating as a public reporting company, including the costs of preparing and filing periodic reports with the SEC, related accounting and legal fees and costs, and the ongoing expenses for compliance with the Sarbanes-Oxley Act of 2002 and other SEC requirements.

The suspension of reporting obligations was accomplished by a reverse 1:1,000 stock split of the Company’s common stock. All stockholders owning fewer than 1,000 shares prior to the reverse stock split were cashed out by the Company and are no longer stockholders of the Company. With the reverse split, the Company has fewer than 300 stockholders of record and as such on March 30, 2017 the Company delisted from NASDAQ by filing a Form 25 and suspended its reporting obligations under the Exchange Act by filing a Form 15 with the SEC. The Company's common stock is no longer listed on NASDAQ and the Company has been relieved of its requirements to file periodic reports with the SEC, including annual reports on Form 10-K and quarterly reports on Form 10-Q. The Company’s common stock is quoted on the Pink Sheets, a centralized electronic quotation service for over-the-counter securities.