UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark one)
| [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
| SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2012
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.) |
8880 W. SUNSET ROAD, SUITE 200, LAS VEGAS, NEVADA 89148
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number: 702.227.0965
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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated filer [ ] (Do not check if a smaller reporting company) | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
As of August 14, 2012, there were 12,531,405 shares of the Company’s Common Stock outstanding.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q for Vestin Realty Mortgage II, Inc., for the period ended June 30, 2012, filed with the Securities and Exchange Commission on August 14, 2012 (the “Form 10-Q”), is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405(a)(2)(ii) of Regulation S-T. Exhibit 101 consists of the interactive data files that were not included in the Form 10-Q, as allowed by the 30-day grace period for the first time the registrant submits such files.
This Amendment No. 1 does not otherwise change or update the disclosures set forth in the Form 10-Q as originally filed and does not otherwise reflect events occurring after the original filing of the Form 10-Q.
ITEM 6. | EXHIBITS |
| Exhibit No. | Description of Exhibits | |||
| 2.1 (2) | Agreement and Plan of Merger between Vestin Fund II, LLC and the Registrant | |||
| 2.2(12) | Membership Interest Purchase Agreement between VRM I, VRM II and NorthStar Hawaii, LLC | |||
| 3.1 (1) | Articles of Incorporation of the Registrant | |||
| 3.2 (1) | Bylaws of the Registrant | |||
| 3.3 (1) | Form of Articles Supplementary of the Registrant | |||
| 3.4 (5) | Amendment to Vestin Realty Mortgage II’s Articles of Incorporation, effective December 31, 2007. | |||
| 3.6 (6) | Amended Articles of Incorporation of the Registrant | |||
| 4.1 (1) | Reference is made to Exhibits 3.1, 3.2 and 3.3 | |||
| 4.2 (2) | Specimen Common Stock Certificate | |||
| 4.3 (1) | Form of Rights Certificate | |||
| 10.1 (1) | Form of Management Agreement between Vestin Mortgage, LLC and the Registrant | |||
| 10.2 (1) | Form of Rights Agreement between the Registrant and the rights agent | |||
| 10.3 (4) | Form of Purchase Agreement | |||
| 10.4 (4) | Amended and Restated Trust Agreement | |||
| 10.5 (7) | Intercreditor Agreement, dated June 16, 2008, by and between Vestin Originations, Inc., Vestin Mortgage, LLC, Vestin Realty Mortgage II, Inc., and Owens Mortgage Investment Fund | |||
| 10.6 (10) | Agreement between Strategix Solutions, LLC and Vestin Realty Mortgage II, Inc. for accounting services. | |||
| 10.7 (11) | Second Supplemental Indenture, dated as of May 27, 2009 pertaining to Junior Subordinated Indenture | |||
| 10.8 (11) | First Amendment to Amended and Restated Trust Agreement, dated as of May 27, 2009 | |||
| 10.9 (13) | Deed in Lieu | |||
| 21.1 (2) | List of subsidiaries of the Registrant | |||
| 31.1 | Section 302 Certification of Michael V. Shustek | |||
| 31.2 | Section 302 Certification of Eric Bullinger | |||
| 32 | Certification Pursuant to 18 U.S.C. Sec. 1350 | |||
| 99.2R (3) | Vestin Realty Mortgage II, Inc. Code of Business Conduct and Ethics | |||
| (1) | Incorporated herein by reference to Post-Effective Amendment No. 6 to our Form S-4 Registration Statement filed on January 4, 2006 (File No. 333-125121) | |||
| (2) | Incorporated herein by reference to Post-Effective Amendment No. 7 to our Form S-4 Registration Statement filed on January 13, 2006 (File No. 333-125121) | |||
| (3) | Incorporated herein by reference to the Transition Report on Form 10-K for the nine month transition period ended March 31, 2006 filed on September 7, 2006 (File No. 000-51892) | |||
| (5) | Incorporated herein by reference to the Current Report on Form 8-K filed on January 4, 2008 (File No. 000-51892) | |||
| (6) | Incorporated herein by reference to the Annual Report on Form 10-K filed on March 14, 2008 (File No. 000-51892) | |||
| (7) | Incorporated herein by reference to the Quarterly Report on Form 10-Q filed on August 11, 2008 (File No. 000-51892) | |||
| (10) | Incorporated herein by reference to the Quarterly Report on Form 10-Q filed on May 8, 2009 (File No. 000-51892) | |||
| (11) | Incorporated herein by reference to the Current Report on Form 8-K filed on June 10, 2009 (File No. 000-51892) | |||
| (12) | Incorporated herein by reference to the Current Report on Form 8-K/A filed on November 14, 2011 (File No. 000-51892) | |||
| (13) | Incorporated herein by reference to the Current Report on Form 10-K filed on March 16, 2012 (File No. 000-51892) | |||
Pursuant to the requirements 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: | September 13, 2012 | |
| By: | /s/ Eric Bullinger | |
| Eric Bullinger | ||
| Chief Financial Officer | ||
| Date: | September 13, 2012 | |