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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)

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)

May 24, 2011

(Date of Event Which Requires Filing of this Statement)

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					538,178
SHARES			8		SHARED VOTING POWER:
BENEFICIALLY
OWNED BY					0
EACH			9		SOLE DISPOSITIVE POWER:
REPORTING
PERSON					538,178
WITH			10		SHARED DISPOSITIVE POWER:
					0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
		538,178
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
		[   ]
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
		8.5%
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.

ITEM 2.

IDENTITY AND BACKGROUND

(a)

Vestin Realty Mortgage II, Inc., a Maryland corporation (“VRM II).

(b)

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

(c)

VRM II is a real estate investment trust (“REIT”) and its principal business is to invest in loans secured by real estate through deeds of trust or mortgages.

(d)

During the last five years VRM II, 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 VRM II 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.

(a)	Robert J. Aalberts.

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

(c)	Mr. Aalberts is a professor in the College 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 VRM II.
(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.

(a)	Fredrick J. Zaffarese Leavitt.

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

(c)	Mr. Zaffarese Leavitt is an accountant for the United States Department of the Interior and a Director and member of the Audit Committee of VRM II.

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

(e)

During the last five years Mr. Zaffarese Leavitt 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.

(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 VRM II.

(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.

(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 VRM II.
(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.

(a)	Michael V. Shustek

(b)	8880 W. Sunset Road, Suite 200, Las Vegas, Nevada 89148

(c)

Mr. Shustek is the Chief Executive Officer (“CEO”) and director of the Issuer, Vestin Realty Mortgage II, 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.  Because Mr. Shustek is an interested party with respect to VRM II’s investment in VRM I, he does not vote on matters pertaining to such investment.

(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 $100,000and 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.

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a)

Aggregate Number and Percentage of Securities.  VRM II owns 538,178 (8.5%) of the Issuer’s common stock (based upon 6,340,859 shares outstanding at May 24, 2011).

(b)

Power to Vote and Dispose.  Voting and dispositive power with respect to shares owned by VRM II is controlled by its management, subject to the oversight and direction of VRM II’s Board of Directors.

(c)

Certain Rights of Other Persons.  Not applicable.

(d)

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

Date:		May 24, 2011
		Vestin Realty Mortgage II, Inc.
By:		/s/ Michael V. Shustek
		Michael V. Shustek

Name		Present Principal Occupation
Michael V. Shustek		President and Chief Executive Officer and Director
Eric Bullinger		Chief Financial Officer
Michael V. Shustek		Director
John E. Dawson		Director
Robert J. Aalberts		Director
Fredrick J. Zaffarese Leavitt		Director
Roland M. Sansone		Director