UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number 333-125121
VESTIN REALTY MORTGAGE II, INC. |
| (Exact name of registrant as specified in its charter) |
| MARYLAND | 61-1502451 | |
| (State or Other Jurisdiction of | (I.R.S. Employer | |
| Incorporation or Organization) | Identification No.) |
8379 WEST SUNSET ROAD, LAS VEGAS, NEVADA 89113
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code 702.227.0965
Securities registered pursuant to Section 12(b) of the Act:
| None | None | |
| (Title of each class) | (Name of each exchange on which registered) |
Securities registered pursuant to Section 12(g) of the Act:
| Common Stock, $0.0001 Par Value |
| (Title of class) |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has 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 (Sec 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the 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. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer [ ] | Accelerated filer [X] | Non-accelerated filer [ ] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes [ ] No [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 last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
Class | Market Value as of June 30, 2006 | ||
| Common Stock, $0.0001 Par Value | $ | 171,571,042 | |
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
Class | Number of Shares Outstanding As of March 9, 2007 | ||
| Common Stock, $0.0001 Par Value | 38,862,128 | ||
EXPLANATORY NOTE
The purpose of this Form 10-K/A, Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, as filed with the Securities and Exchange Commission on March 14, 2007 (the “Original Filing”), is to amend the certifications attached as Exhibits 31.1 and 31.2 to the Original Filing. The certifications are being amended to conform to the language set forth in Regulation S-K, Item 601(b) (31).
Except for the item described above, no other information in the Original Filing is amended hereby, and this amendment does not reflect events occurring after the Original Filing or modify or update those disclosures affected by subsequent events. Accordingly, this Form 10-K/A should be read in conjunction with our filings with the Securities and Exchange Commission subsequent to the Original Filing.
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 Realty Mortgage II, Inc. | ||
| By: | /s/ Michael V. Shustek | |
| Michael V. Shustek | ||
| President and Chief Executive Officer | ||
| Date: | November 19, 2007 | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature | Capacity | Date | ||
/s/ Michael V. Shustek | President and Chief Executive Officer and Director | November 19, 2007 | ||
| Michael V. Shustek | (Principal Executive Officer) | |||
/s/ Rocio Revollo | Chief Financial Officer | November 19, 2007 | ||
| Rocio Revollo | (Principal Financial and Accounting Officer) | |||
/s/ John E. Dawson | Director | November 19, 2007 | ||
| John E. Dawson | ||||
/s/ Robert J. Aalberts | Director | November 19, 2007 | ||
| Robert J. Aalberts | ||||
/s/ Fredrick J. Zaffarese Leavitt | Director | November 19, 2007 | ||
| Fredrick J. Zaffarese Leavitt | ||||
/s/ Roland M. Sansone | Director | November 19, 2007 | ||
| Roland M. Sansone |