**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.
                  EmployerIncorporation
                  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. ShustekPresident
                  and Chief Executive OfficerDate:
              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, 2007Michael
                  V. Shustek
              
              (Principal
                  Executive Officer)*/s/
                  Rocio Revollo*
              
              Chief
                  Financial Officer
              
              November
                  19, 2007Rocio
                  Revollo
              
              (Principal
                  Financial and Accounting Officer)*/s/
                  John E. Dawson*
              
              Director
              
              November
                  19, 2007John
                  E. Dawson*/s/
                  Robert J. Aalberts*
              
              Director
              
              November
                  19, 2007Robert
                  J. Aalberts*/s/
                  Fredrick J. Zaffarese Leavitt*
              
              Director
              
              November
                  19, 2007Fredrick
                  J. Zaffarese Leavitt*/s/
                  Roland M. Sansone*
              
              Director
              
              November
                  19, 2007Roland
                  M. Sansone