---

---

 

VESTIN REALTY MORTGAGE II, INC.

(Name of Issuer)

COMMON STOCK, $0.0001 PER SHARE PAR VALUE

(Title of Class of Securities)

92549X 201

(CUSIP Number)

Michael V. Shustek

8880 W SUNSET ROAD, SUITE 200

LAS VEGAS, NEVADA 89148

(702) 227-0965

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 11, 2012

(Date of Event Which Requires Filing of this Statement)

1		NAMES OF REPORTING PERSONS:
		I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
		Michael V. Shustek
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
		(a) [   ]
		(b) [   ]
3		SEC USE ONLY:
4		SOURCE OF FUNDS (SEE INSTRUCTIONS):
		WC, PF, OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
		[ X ]
6		CITIZENSHIP OR PLACE OF ORGANIZATION:
		Nevada, USA
			7		SOLE VOTING POWER:
NUMBER OF					1,784,936
SHARES			8		SHARED VOTING POWER:
BENEFICIALLY
OWNED BY					75,097
EACH			9		SOLE DISPOSITIVE POWER:
REPORTING
PERSON					1,784,936
WITH			10		SHARED DISPOSITIVE POWER:
					75,097
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
		1,860,033
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
		[   ]
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
		14.8%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
		IN

TABLE OF CONTENTS
Item 1.	Security and Issuer
Item 2.	Identity and Background
Item 3.	Source and Amount of Funds or Other Consideration
Item 5.	Interest in Securities of the Issuer
	Signatures

ITEM 1.

SECURITY AND ISSUER.

ITEM 2.

IDENTITY AND BACKGROUND

(a)

Michael V. Shustek.

(b)

8880 W. Sunset Rd, Suite 200, Las Vegas, NV 89148.

(c)

Mr. Shustek is the Chief Executive Officer (“CEO”) and director of the Issuer, Vestin Realty Mortgage I, Inc., inVestin Nevada, Inc., Vestin Group, Inc., Vestin Mortgage Inc., Vestin Originations, Inc., and Shustek Investments, Inc. and the managing member of Vestin Fund III, LLC.  The principal business of these companies is to invest in, or originate loans secured by real estate through deeds of trust or mortgages.

(d)

During the last five years Mr. Shustek has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

On September 27, 2006, the Securities and Exchange Commission entered an Administrative Order (the “Order”) naming Vestin Mortgage, Inc. and its Chief Executive Officer, Michael Shustek, as well as Vestin Capital as respondents (collectively, the “Respondents”.)  The Respondents consented to the entry of the Order without admitting or denying the findings therein.  In the Order, the Commission finds that the Respondents violated Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933 through the use of certain slide presentations in connection with the sale of units in Vestin Fund III, LLC and in the Issuer’s predecessor, Vestin Fund II, LLC.  The Respondents consented to the entry of a cease and desist order, the payment by Mr. Shustek of a fine of $100,000 and Mr. Shustek’s suspension from association with any broker or dealer for a period of six months.  In addition, the Respondents agreed to implement certain undertakings with respect to future sales of securities.

(f)

Citizenship USA.

(a)

Vestin Mortgage, LLC. a Nevada limited liability company (“Vestin Mortgage”).

(b)

8880 W. Sunset Rd, Suite 200, Las Vegas, NV 89148.

(c)

Vestin Mortgage is engaged in the management of REITs and other companies that invest in real estate mortgages.

(d)

During the last five years Vestin Mortgage has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

On September 27, 2006, the Securities and Exchange Commission entered an Administrative Order (the “Order”) naming Vestin Mortgage, Inc. and its Chief Executive Officer, Michael Shustek, as well as Vestin Capital as respondents (collectively, the “Respondents”.)  The Respondents consented to the entry of the Order without admitting or denying the findings therein.  In the Order, the Commission finds that the Respondents violated Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933 through the use of certain slide presentations in connection with the sale of units in Vestin Fund III, LLC and in the Reporting Persons’ predecessor, Vestin Fund II, LLC.  The Respondents consented to the entry of a cease and desist order, the payment by Mr. Shustek of a fine of $100,000 and Mr. Shustek’s suspension from association with any broker or dealer for a period of six months.  In addition, the Respondents agreed to implement certain undertakings with respect to future sales of securities.

(f)

Citizenship N/A.

(a)

Vestin Group, Inc. a Nevada corporation (“Vestin Group”).

(b)

8880 W. Sunset Rd, Suite 200, Las Vegas, NV 89148.

(c)

Vestin Group is primarily engaged in the commercial mortgage brokerage business through its subsidiaries.

(d)

During the last five years Vestin Group has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years Vestin Group has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violations of such laws.

(f)

Citizenship N/A.

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

(a)

Aggregate Number and Percentage of Securities.  The Reporting Person is the beneficial owner of 1,860,033 shares of Common Stock of the Issuer, representing approximately 14.8% of the Issuer's common stock (based upon 12,531,404 shares of common stock outstanding at June 11, 2012).  The Reporting Person, directly owns 1,692,237 shares of the Issuer’s common stock (totaling 13.5%) and indirectly owns and has economic benefit of 92,699 shares of the Issuer’s common stock (totaling 0.7%) through his ownership of Vestin Mortgage.  The Reporting Person has economic benefit of and shares voting and dispositive power of 75,097 shares of the Issuer’s common stock (totaling 0.6%) owned by his spouse, of which 25,309 shares were acquired by her prior to their marriage.

(b)

Power to Vote and Dispose.  The Reporting Person has sole voting and dispositive power with respect to shares he owns directly and with respect to shares owned by Vestin Mortgage and Fund III.  He has shared voting and dispositive power with respect to shares owned by his spouse.  Voting and dispositive power with respect to shares owned by his spouse are shared with his spouse.

(c)

Certain Rights of Other Persons.  Not applicable.

(d)

Date Ceased to be a 5% Owner.  Not applicable.

Date:		June 21, 2012
By:		/s/ Michael V. Shustek
		Michael V. Shustek