schedule13d_05222007.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1 )*

VESTIN REALTY MORTGAGE I, INC.

(Name of Issuer)

COMMON STOCK, $0.0001 PER SHARE PAR VALUE

(Title of Class of Securities)

925490 10 4

(CUSIP Number)

Vestin Reality Mortgage II, Inc.

Attn. Rocio Revollo

8379 WEST SUNSET ROAD

LAS VEGAS, NEVADA 89113

(702) 227-0965

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

May 18, 2007

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 925490 10 4

1	NAMES OF REPORTING PERSONS:
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

	Vestin Realty Mortgage II, Inc.
	61-1502451
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
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	[ X ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Maryland, USA
		7	SOLE VOTING POWER:

NUMBER OF			467,185
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			467,185
WITH		10	SHARED DISPOSITIVE POWER:

			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	467,185
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	[ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	6.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO

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

	SCHEDULE A

ITEM 1.

SECURITY AND ISSUER.

This statement constitutes Amendment No. 1 (“Amendment No. 1”) to the Statement on Schedule 13D, filed with the Securities and Exchange Commission on November 29, 2006 (the “Original Schedule 13D”) by Vestin Realty Mortgage II, Inc., a Maryland corporation (“VRM II” or “Reporting Person”). This Amendment No. 1 relates to the common stock, par value $0.0001 per share (the "Shares"), of Vestin Realty Mortgage I, Inc., a Maryland Corporation (the "Issuer"), and is being filed by VRM II. The Issuer's current principal executive offices are located at 8379 West Sunset Rd., Las Vegas, Nevada 89113. This Amendment No. 1 is being filed to reflect additional purchases of the Issuer’s shares by VRM II and to update certain other information in the Schedule 13D. Except as specifically amended by this Amendment No. 1, the Original Schedule 13D, as amended by the Prior Amendments, remains in full force and effect. Capitalized terms used but not defined herein shall have the meaning set forth in the Original Schedule 13D.

ITEM 2.

IDENTITY AND BACKGROUND

Item 2 of the Original Schedule 13D, is hereby amended and restated in its entirety as follows:

Reporting Person.

(a)	Vestin Realty Mortgage II, Inc. a Maryland Corporation.

(b)	8379 West Sunset Rd., Las Vegas, Nevada 89113.

(c)	Vestin Realty Mortgage II, Inc. operates as a real estate investment trust (“REIT”) at 8379 West Sunset Rd., Las Vegas, Nevada 89113 and it’s principal business is to invest in loans secured by real estate through deeds of trust or mortgages.

(d)	During the last five years, neither Vestin Realty Mortgage II, Inc., nor any person named on Schedule A, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years Vestin Realty Mortgage II, Inc. 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.

The Manager of the Reporting Person

(a)	Vestin Mortgage, Inc. a Nevada Corporation.

(b)	8379 West Sunset Rd., Las Vegas, Nevada 89113.

(c)	Vestin Mortgage, Inc. operates at 8379 West Sunset Rd., Las Vegas, Nevada 89113 and is engaged in the management of REITs and other investments in real estate mortgages.

(d)	During the last five years Vestin Mortgage, Inc. 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, which expired in March 2007. In addition, the Respondents agreed to implement certain undertakings with respect to future sales of securities.

(f)	Citizenship N/A.

Parent of the Manager of the Reporting Person

(a)	Vestin Group, Inc. a Nevada Corporation.

(b)	8379 West Sunset Rd., Las Vegas, Delaware 89113.

(c)	Vestin Group, Inc. operates at 8379 West Sunset Rd., Las Vegas, Nevada 89113 and is primarily engaged in the commercial mortgage brokerage business through its subsidiaries.

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

(e)

During the last five years Vestin Group, Inc. 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.

President, CEO and Director

(a)	Michael V. Shustek.

(b)	8379 West Sunset Rd., Las Vegas, Nevada 89113.

(c)	Mr. Shustek is the President, CEO, Director and whole owner of Vestin Group, Inc. and President, CEO and a Director of the Reporting Person and Issuer.

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

(e)

(f)	Citizenship USA.

CFO

(a)	Rocio Revollo.

(b)	8379 West Sunset Rd., Las Vegas, Nevada 89113.

(c)	Ms. Revollo is the CFO of Vestin Group, Inc., the Reporting Person and Issuer.

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

(e)

During the last five years Ms. Revollo 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 USA.

Director

(a)	Robert J. Aalberts.

(b)	311 Vallarte Drive, Henderson, Nevada 89014.

(c)	Mr. Aalberts is a professor in the Collage of Business at the University of Nevada Las Vegas located at 4505 Maryland Pkwy, Las Vegas, Nevada 89154 and is a Director and member of the Audit Committee of the Reporting Person and Issuer.

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

(e)

During the last five years Mr. Aalberts 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 USA.

Director

(a)	Fredrick J. Zaffarese Leavitt.

(b)	1215 Bunker Hollow Ct., Henderson, Nevada 89002.

(c)	Mr. Zaffarese is an accountant for the United States Department of the Interior and a Director and member of the Audit Committee of the Reporting Person and Issuer.

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

(e)

During the last five years Mr. Zaffarese 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 USA.

Director

(a)	Roland M. Sansone.

(b)	2310 E. Sunset Road #8015, Las Vegas, Nevada 89119.

(c)	Mr. Sansone is the President of Sansone Development, Inc., which is a real estate development company and is a Director and member of the Audit Committee of the Reporting Person and Issuer.

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

(e)

During the last five years Mr. Sansone 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 USA.

Director

(a)	John E. Dawson

(b)	3052 Sabine Hill Ave., Henderson, Nevada 89052.

(c)	Mr. Dawson is a partner at the Las Vegas law firm, Lionel Sawyer and Collins and is a Director of the Reporting Person and Issuer.

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

(e)

During the last five years Mr. Dawson 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 USA.

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 of the Original Schedule 13D, is hereby amended to include the following information:

The aggregate amount of funds used by Vestin Realty Mortgage II, Inc. to purchase 467,185 shares of Vestin Realty Mortgage I, Inc. Common Stock as of May 21, 2007, was $3,045,807.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

Item 5 of the Original Schedule 13D, is hereby amended and restated with respects to “a” through “c” as follows:

(a)

Aggregate Number and Percentage of Securities. The Reporting Person is the beneficial owner of 467,185 shares of Common Stock of the Issuer, representing approximately 6.8% of the Issuer's common stock (based upon 6,871,376 shares of common stock outstanding at May 21, 2007). Michael V. Shustek, President, CEO and a Director of the Reporting Person and Issuer, directly owns 2,441 shares of the Issuer’s common stock and indirectly own 100,000 of the Issuer’s common stock (totaling 1.5%) through his relationship with Vestin Mortgage as stated in Item 6 below. Robert J. Aalberts, a Director of the Reporting Person and Issuer, owns 440 shares (0.01%) of the Issuer’s common stock. John E. Dawson, a Director of the Reporting Person and Issuer, owns 15,327 shares (0.22%) of the Issuer’s common stock. Mr. Shustek, Mr. Aalberts, Mr. Dawson and Vestin Mortgage disclaim being part of a group with the Reporting Person.

(b)	Power to Vote and Dispose. The Reporting Person, Michael Shustek, Robert Aalberts and John Dawson have sole voting and dispositive power over their shares identified in response to Item 5(a) above.

(c)	Transactions within the Past 60 Days. The Reporting Person has effected the following transactions in the Issuer's securities, including shares of the Issuer's common stock, within sixty (60) days preceding the date hereof.

Date	Total Purchase Price Including Commissions and Fees		# of Shares		Price Per Share Including Commissions and Fees		Nature of Transaction
May 3, 2007	$	5,804.00		1,000	$	5.80	Open Market Purchase
May 18, 2007	$	199,746.05		34,600	$	5.77	Open Market Purchase
May 21, 2007	$	132,363.50		22,700	$	5.83	Open Market Purchase
May 22, 2007	$	8,215.00		1,400	$	5.87	Open Market Purchase

Other than described below, neither the executive officers, Directors nor the Manager has effected any transactions within the last sixty (60) days with the Issuer’s securities.

The President, CEO and Director of the Reporting Person (Mr. Shustek) has effected the following transactions in the Issuer's securities, including shares of the Issuer's common stock, within sixty (60) days preceding the date hereof.

Date	Total Purchase Price Including Commissions and Fees		# of Shares		Price Per Share Including Commissions and Fees		Nature of Transaction
May 16, 2007	$	4,044.00		700	$	5.78	Sale by Broker under 10b-18 rules
May 17, 2007	$	4,058.00		700	$	5.80	Sale by Broker under 10b-18 rules

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:		May 22, 2007


		VESTIN REALTY MORTGAGE II, INC.

By:		Vestin Mortgage, Inc., its sole manager


By:		/s/ Michael V. Shustek
		Michael V. Shustek
		President, Chief Executive Officer and Director

Schedule A

Vestin Realty Mortgage II, Inc.

Board of Directors and Executive Officers

Name		Present Principal Occupation

Michael V. Shustek		President and Chief Executive Officer and Director

Rocio Revollo		Chief Financial Officer

John E. Dawson		Director

Robert J. Aalberts		Director

Fredrick J. Zaffarese Leavitt		Director

Roland M. Sansone		Director