UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 
 FORM
10-Q
 
 (Mark
one)
 
 [X]  QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934
 
 For the
quarterly period ended September 30,
2009
 
 Or
 
 [   ]  TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934
 
 For the
transition period from _________ to _________
 
 Commission
File Number: 333-105017
 
 VESTIN
      FUND III, LLC(Exact
      name of registrant as specified in its
charter)
 
 
 NEVADA
              
              87-0693972(State
      or Other Jurisdiction of
              
              (I.R.S.
      EmployerIncorporation
      or Organization)
              
              Identification
      No.)
 
 6149
SOUTH RAINBOW BOULEVARD, LAS VEGAS, NEVADA 89118
 (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 (§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 [X]
                (Do
      not check if a smaller reporting company)
              Smaller
      reporting company
[   ]
 
 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
November 4, 2009, 2,024,424 units of interest in the Company were
outstanding.
 
  Table of Contents
  TABLE
OF CONTENTS
 
 PagePart I
              FINANCIAL INFORMATION
              1Item 1.
              Financial Statements
              1Balance Sheets as of September 30, 2009 (unaudited) and
      December 31, 2008
              1Statements of Operations (unaudited) for the Three and Nine
      Months Ended September 30, 2009 and 2008
              2Statements of Members’ Equity and Other Comprehensive Loss
      (unaudited) for the Nine Months Ended September 30,
    2009
              3Statements of Cash Flows (unaudited) for the Nine Months
      Ended September 30, 2009 and 2008
              4Notes to Financial Statements
(unaudited)
              6Report of Independent Registered Public Accounting
      Firm
              31Item 2.
              Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
              32Item 3.
              Quantitative and Qualitative Disclosures About Market
      Risk
              43Item 4.
              Controls and Procedures
              44Item 4T
              Controls and Procedures
              44Part II
              OTHER INFORMATION
              44Item 1.
              Legal Proceedings
              44Item 1A.
              Risk Factors
              44Item 2.
              Unregistered Sales of Equity Securities and Use of
      Proceeds
              50Item 3.
              Defaults Upon Senior Securities
              51Item 4.
              Submission of Matters to a Vote of Security
      Holders
              52Item 5.
              Other Information
              52Item 6.
              Exhibits
              52SIGNATURES
              53Exhibit 31.1Exhibit 31.2Exhibit 32
 
 
  Table of Contents
  PART
I - FINANCIAL INFORMATION
 
 ITEM
      1.
              FINANCIAL
      STATEMENTS
 
 VESTIN
      FUNDIII, LLCBALANCE
      SHEETSASSETSSeptember
      30, 2009
              
              
              December
      31, 2008(Unaudited)AssetsCash
      and cash equivalents
              
              $
              1,260,000
              
              
              $
              1,484,000Cash
      - restricted
              
              
              700,000
              
              
              
              985,000Marketable
      securities - related party
              
              
              330,000
              
              
              
              360,000Interest
      and other receivables, net of allowance for doubtful accounts of $11,000
      at September 30, 2009 and $25,000 at December 31, 2008
              
              
              18,000
              
              
              
              18,000Notes
      receivable, net of allowance of $156,000 at September 30, 2009 and $0 at
      December 31, 2008
              
              
              --
              
              
              
              --Real
      estate held for sale
              
              
              1,344,000
              
              
              
              2,734,000Investment
      in real estate loans, net of allowance for loan loss of $2,733,000 at
      September 30, 2009 and $5,446,000 at December 31, 2008
              
              
              4,374,000
              
              
              
              7,866,000Due
      from related parties
              
              
              271,000
              
              
              
              --Other
      assets
              
              
              1,000
              
              
              
              --Total
      assets
              
              $
              8,298,000
              
              
              $
              13,447,000LIABILITIES
      AND MEMBERS' EQUITYLiabilitiesAccounts
      payable and accrued liabilities
              
              $
              88,000
              
              
              $
              135,000Due
      to related parties
              
              
              --
              
              
              
              67,000Deferred
      income
              
              
              985,000
              
              
              
              985,000Total
      liabilities
              
              
              1,073,000
              
              
              
              1,187,000Commitments
      and contingenciesMembers'
      equityMembers'
      units - authorized 10,000,000 units, 2,024,424 issued and outstanding at
      September 30, 2009 and 2,248,825 units issued and outstanding at December
      31, 2008
              
              
              7,339,000
              
              
              
              12,344,000Accumulated
      other comprehensive loss
              
              
              (114,000
              )
              
              
              (84,000
              )Total
      members' equity
              
              
              7,225,000
              
              
              
              12,260,000Total
      liabilities and members' equity
              
              $
              8,298,000
              
              
              $
              13,447,000
 
 
  The
accompanying notes are an integral part of these statements.
 See
review report of Independent Registered Public Accounting Firm.
 - 1
-
 Table of Contents
  
 
 VESTIN
      FUNDIII, LLCSTATEMENTS
      OF INCOME(UNAUDITED)For
      The Three Months Ended
              
              
              For
      The Nine Months Ended9/30/2009
              
              
              9/30/2008
              
              
              9/30/2009
              
              
              9/30/2008RevenuesInterest
      income from investment in real estate loans
              
              $
              40,000
              
              
              $
              151,000
              
              
              $
              154,000
              
              
              $
              836,000Gain
      related to pay off of real estate loan, including recovery of allowance
      for loan loss
              
              
              --
              
              
              
              --
              
              
              
              51,000
              
              
              
              --Other
              
              
              --
              
              
              
              --
              
              
              
              1,000
              
              
              
              20,000Total
      revenues
              
              
              40,000
              
              
              
              151,000
              
              
              
              206,000
              
              
              
              856,000Operating
      expensesProvision
      for loan loss
              
              
              887,000
              
              
              
              944,000
              
              
              
              1,515,000
              
              
              
              3,283,000Professional
      fees
              
              
              75,000
              
              
              
              60,000
              
              
              
              197,000
              
              
              
              195,000Professional
      fees - related party
              
              
              2,000
              
              
              
              2,000
              
              
              
              26,000
              
              
              
              6,000Provision
      for doubtful accounts related to receivable
              
              
              --
              
              
              
              --
              
              
              
              2,000
              
              
              
              --Other
              
              
              4,000
              
              
              
              34,000
              
              
              
              53,000
              
              
              
              64,000Total
      operating expenses
              
              
              968,000
              
              
              
              1,040,000
              
              
              
              1,793,000
              
              
              
              3,548,000Loss
      from operations
              
              
              (928,000
              )
              
              
              (889,000
              )
              
              
              (1,587,000
              )
              
              
              (2,692,000
              )Non-operating
      income (loss)Interest
      income from banking institutions
              
              
              5,000
              
              
              
              13,000
              
              
              
              18,000
              
              
              
              54,000Dividend
      income - related party
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              56,000Impairment
      of marketable securities - related party
              
              
              --
              
              
              
              (1,208,000
              )
              
              
              --
              
              
              
              (1,208,000
              )Total
      non-operating income (loss)
              
              
              5,000
              
              
              
              (1,195,000
              )
              
              
              18,000
              
              
              
              (1,098,000
              )Loss
      from real estate held for saleRevenue
      related to real estate held for sale
              
              
              --
              
              
              
              --
              
              
              
              6,000
              
              
              
              --Net
      gain (loss) on sale of real estate held for sale
              
              
              2,000
              
              
              
              (38,000
              )
              
              
              (28,000
              )
              
              
              (38,000
              )Write-down
      of real estate held for sale
              
              
              (741,000
              )
              
              
              (1,263,000
              )
              
              
              (1,987,000
              )
              
              
              (2,454,000
              )Expenses
      related to real estate held for sale
              
              
              (32,000
              )
              
              
              (51,000
              )
              
              
              (105,000
              )
              
              
              (91,000
              )Total
      loss from real estate held for sale
              
              
              (771,000
              )
              
              
              (1,352,000
              )
              
              
              (2,114,000
              )
              
              
              (2,583,000
              )NET
      LOSS
              
              $
              (1,694,000
              )
              
              $
              (3,436,000
              )
              
              $
              (3,683,000
              )
              
              $
              (6,373,000
              )Net
      loss allocated to members
              
              $
              (1,694,000
              )
              
              $
              (3,436,000
              )
              
              $
              (3,683,000
              )
              
              $
              (6,373,000
              )Net
      loss allocated to members per weighted average membership
    unit
              
              $
              (0.84
              )
              
              $
              (1.51
              )
              
              $
              (1.76
              )
              
              $
              (2.70
              )Weighted
      average membership units
              
              
              2,024,424
              
              
              
              2,271,557
              
              
              
              2,097,580
              
              
              
              2,357,451
 
  The
accompanying notes are an integral part of these statements.
 See
review report of Independent Registered Public Accounting Firm.
 - 2
-
 Table of Contents
  
 VESTIN
      FUNDIII, LLCSTATEMENTS
      OF MEMBERS' EQUITY AND OTHER COMPREHENSIVE LOSSFOR
      THE NINE MONTHS ENDED SEPTEMBER 30, 2009(UNAUDITED)Units
              
              
              AmountMembers'
      equity at December 31, 2008
              
              
              2,248,825
              
              
              $
              12,260,000Comprehensive
      loss:Net
      loss
              
              
              
              
              
              
              (3,683,000
              )Unrealized
      loss on marketable securities
              
              
              
              
              
              
              (30,000
              )Total
      comprehensive loss
              
              
              
              
              
              
              (3,713,000
              )Members'
      redemptions
              
              
              (224,401
              )
              
              
              (1,322,000
              )Members'
      equity at September 30, 2009 (unaudited)
              
              
              2,024,424
              
              
              $
              7,225,000
 
 
  The
accompanying notes are an integral part of these statements.
 See
review report of Independent Registered Public Accounting Firm.
 - 3
-
 Table of Contents
  
 
 VESTIN
      FUNDIII, LLCSTATEMENTS
      OF CASH FLOWS(UNAUDITED)For
      The Nine Months Ended
              
              
              For
      The Nine Months Ended09/30/09
              
              
              09/30/08Cash
      flows from operating activities:Net
      loss
              
              $
              (3,683,000
              )
              
              $
              (6,373,000
              )Adjustments
      to reconcile net loss to net cash provided (used) by operating
      activities:Provision
      for doubtful accounts related to receivable
              
              
              2,000
              
              
              
              --Provision
      for loan loss
              
              
              1,515,000
              
              
              
              3,283,000Write-downs
      on real estate held for sale
              
              
              1,987,000
              
              
              
              2,454,000Gain
      on sale of real estate held for sale
              
              
              (26,000
              )
              
              
              --Loss
      on real estate held for sale
              
              
              54,000
              
              
              
              38,000Impairment
      of marketable securities - related party
              
              
              --
              
              
              
              1,208,000Amortized
      interest income
              
              
              --
              
              
              
              (10,000
              )Change
      in operating assets and liabilities:Interest
      receivable
              
              
              (2,000
              )
              
              
              157,000Accounts
      payable and accrued liabilities
              
              
              (47,000
              )
              
              
              (12,000
              )Due
      to related parties
              
              
              (338,000
              )
              
              
              12,000Other
      assets
              
              
              (1,000
              )
              
              
              3,000Net
      cash provided (used) by operating activities
              
              
              (539,000
              )
              
              
              760,000Cash
      flows from investing activities:Investments
      in real estate loans
              
              
              --
              
              
              
              (696,000
              )Purchase
      of investments in real estate loans from VRM II
              
              
              (500,000
              )
              
              
              --Proceeds
      from loan payoff
              
              
              486,000
              
              
              
              1,730,000Sale
      of investments in real estate loans to a third party
              
              
              197,000
              
              
              
              --Proceeds
      related to real estate held for sale
              
              
              1,169,000
              
              
              
              203,000Cash
      - restricted
              
              
              285,000
              
              
              
              --Net
      cash provided by investing activities
              
              
              1,637,000
              
              
              
              1,237,000Cash
      flows from financing activities:Proceeds
      from note payable
              
              
              45,000
              
              
              
              --Principal
      payments on note payable
              
              
              (45,000
              )
              
              
              --Members'
      redemptions
              
              
              (1,322,000
              )
              
              
              (2,772,000
              )Members'
      distributions, net of reinvestments
              
              
              --
              
              
              
              (627,000
              )Members'
      distributions - related party
              
              
              --
              
              
              
              (62,000
              )Net
      cash used in financing activities
              
              
              (1,322,000
              )
              
              
              (3,461,000
              )NET
      CHANGE IN CASH
              
              
              (224,000
              )
              
              
              (1,464,000
              )Cash,
      beginning of period
              
              
              1,484,000
              
              
              
              2,720,000Cash,
      end of period
              
              $
              1,260,000
              
              
              $
              1,256,000
 
 
  The
accompanying notes are an integral part of these statements.
 See
review report of Independent Registered Public Accounting Firm.
 - 4
-
 Table of Contents
  
 
 VESTIN
      FUND III, LLCSTATEMENTS
      OF CASH FLOWS (CONTINUED)(UNAUDITED)For
      The Nine Months Ended
              
              
              For
      The Nine Months Ended09/30/09
              
              
              09/30/08Supplemental
      disclosures of cash flows information:Interest
      paid during the period
              
              $
              3,000
              
              
              $
              --Non-cash
      investing and financing activities:Adjustment
      to allowance for loan losses related to sale and payment of investment in
      real estate loan
              
              $
              2,313,000
              
              
              $
              --Adjustment
      to interest receivable and related allowance associated with sale of
      investment in real estate loan
              
              $
              15,000
              
              
              $
              --Impairment
      on restructured loan reclassified to allowance for loan
    loss
              
              $
              30,000
              
              
              $
              --Loan
      rewritten with same or similar collateral
              
              $
              451,000
              
              
              $
              468,000Allowance
      for notes receivable related to final payment of investments in real
      estate loans
              
              $
              156,000
              
              
              $
              --Real
      estate held for sale acquired through foreclosure
              
              $
              2,245,000
              
              
              $
              5,716,000Recognition
      of unrealized loss on marketable securities – related
party
              
              $
              --
              
              
              $
              539,000Unrealized
      loss on marketable securities - related party
              
              $
              (30,000
              )
              
              $
              --
 
 
 
  The
accompanying notes are an integral part of these statements.
 See
review report of Independent Registered Public Accounting Firm.
 - 5
-
 Table of Contents
  VESTIN
FUNDIII, LLC
 
 NOTES
TO FINANCIAL STATEMENTS
 
 SEPTEMBER
30, 2009
 
 (UNAUDITED)
 
 NOTE
A — ORGANIZATION
 
 Vestin
Fund III, LLC was organized in April 2003 as a Nevada limited liability company
for the purpose of investing in commercial real estate loans (hereafter referred
to as “real estate loans”) and income-producing real property.  On
March 5, 2007, a majority of our members approved the Third Amended and Restated
Operating Agreement, which limits the Company’s investment objectives to
investments in real estate loans.  Prior to adopting this amendment,
we also invested in revenue-generating commercial real estate.  We
invest in loans secured by real estate through deeds of trust or mortgages
(hereafter referred to collectively as “deeds of trust” and as defined in our
Operating Agreement as “Mortgage Assets”).  We commenced operations in
February 2004.  In this report, we refer to Vestin Fund III, LLC as
“the Company”, “our Company”, the “Fund”, “we”, “us”, or “our”.
 
 At a
special meeting of our members held on July 2, 2009, a majority of the members
voted to approve the dissolution and winding up of the Fund, in accordance with
the Plan of Complete Liquidation and Dissolution  (the “Plan”) as set
forth in Annex A of the Fund’s proxy statement filed with the Securities and
Exchange Commission (the “SEC”) pursuant to Section 14(a) of the Securities and
Exchange Act of 1934 on May 11, 2009.  The Plan became effective upon
its approval by the members on July 2, 2009.  As a result, we have
commenced an orderly liquidation and we no longer invest in new real estate
loans.  We anticipate that the liquidation will be substantially
completed by August 31, 2014.  Pursuant to the Plan, we will make
liquidating distributions to members on a quarterly basis as funds become
available, subject to any reserve established by our manager.  Our
members no longer have the right to have their units redeemed by us and we no
longer honor any outstanding redemption requests effective as of July 2,
2009.
 
 We are
not a mutual fund or an investment company within the meaning of the Investment
Company Act of 1940, nor are we subject to any regulation
thereunder.  As a company investing in real estate loans we are
subject to the North American Securities Administration Association Mortgage
Program Guidelines (the “NASAA Guidelines”) promulgated by the state securities
administrators.  Prior to March 5, 2007, we also invested in real
estate and were subject to certain of the North American Securities
Administration Association Real Estate Guidelines.
 
 Our
manager is Vestin Mortgage, Inc. (the “manager” or “Vestin Mortgage”), a Nevada
corporation, which is a wholly owned subsidiary of Vestin Group, Inc. (“Vestin
Group”), a Delaware corporation.  Michael Shustek, the CEO and
director of our manager, wholly owns Vestin Group, which is engaged in asset
management, real estate lending and other financial services through its
subsidiaries.  Our manager, prior to June 30, 2006, also operated as a
licensed Nevada mortgage broker and was generally engaged in the business of
brokerage, placement and servicing of commercial loans secured by real
property.  On July 1, 2006, a mortgage broker license was issued to an
affiliated company, Vestin Originations, Inc. (“Vestin Originations”) that has
continued the business of brokerage, placement and servicing of real estate
loans.  Vestin Originations is a wholly owned subsidiary of Vestin
Group.  On September 1, 2007, the servicing of real estate loans was
assumed by our manager.
 
 During
April 2009, we entered into an accounting services agreement with Strategix
Solutions, LLC (“Strategix Solutions”), a Nevada limited liability company, for
the provision of accounting and financial reporting services to us, VRM I and
VRM II.  The CFO and the Controller of our manager became employees of
Strategix Solutions.  Strategix Solutions is managed by LL Bradford
and Company ("LL Bradford"), a certified public accounting firm that has
provided non-audit accounting services to us.  The principal manager
of LL Bradford was an officer of our manager from April 1999 through January 1,
2005.  Strategix Solutions is owned by certain partners of LL
Bradford, none of whom were previously officers of our manager.  The
same individuals, who previously provided accounting and financial reporting
services to us as employees of our manager, will continue to perform such duties
as employees of Strategix Solutions.
  See
review report of Independent Registered Public Accounting Firm.
 - 6
-
 Table of Contents
  
 
 Pursuant
to our Operating Agreement, our manager implements our business strategies on a
day-to-day basis, manages and provides services to us and will continue to do so
in accordance with the Plan.  Without limiting the foregoing, our
manager performs other services as may be required from time to time for
management and other activities relating to our assets, as our manager shall
deem appropriate.  Consequently, our operating results are dependent
upon our manager’s ability and performance in managing our operations and
servicing our assets.  The Operating Agreement also provides that the
members have certain rights, including the right to terminate our manager
subject to a majority vote of the members.
 
 Vestin
Mortgage is also the manager of Vestin Realty Mortgage I, Inc. (“VRM I”), as the
successor by merger to Vestin Fund I, LLC, (“Fund I”), Vestin Realty Mortgage
II, Inc. (“VRM II”), as the successor by merger to Vestin Fund II, LLC, (“Fund
II) and inVestin Nevada, Inc., (“inVestin”) a company wholly owned by our
manager’s CEO.  These entities have been formed to invest in real
estate loans.
 
 NOTE
B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Basis of
Presentation
 
 The
financial statements of the Company have been prepared in accordance with the
accounting principles generally accepted in the United States of America
(“GAAP”).  Management has included all normal recurring adjustments
considered necessary to give a fair presentation of operating results for the
periods presented.  Interim results are not necessarily indicative of
results for a full year.  The information included in this Form 10-Q
should be read in conjunction with information included in the 2008 annual
report filed on Form 10-K and our quarterly reports filed on Form 10-Q for the
three months ended March 31, 2009 and six months ended June 30,
2009.
 
 Basis of
Accounting
 
 As
discussed in Note A - Organization, the Company commenced an orderly
liquidation, which is anticipated to be substantially completed by August 31,
2014.  The Plan was approved by a majority of the members on July 2,
2009.  Due to the length of time we anticipate the liquidation and
winding down of our affairs, we will continue to report in accordance with GAAP
under the going concern basis of accounting, until such time as liquidation
appears imminent.
 
 Management
Estimates
 
 The
preparation of financial statements in conformity with GAAP requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.
 
 Cash and Cash
Equivalents
 
 Cash and
cash equivalents include interest-bearing and non-interest-bearing bank
deposits, money market accounts, short-term certificates of deposit with
original maturities of three months or less, and short-term instruments with a
liquidation provision of one month or less.
 
 Restricted
Cash
 
 We have
restricted cash, which relates to a cash deposit held as collateral by a banking
institution for an irrevocable stand by letter of credit to support rent
payments on the property we sold during November 2006.  The
requirement for the deposit expires at the end of the lease on August 31,
2014.
 
  See
review report of Independent Registered Public Accounting Firm.
 - 7
-
 Table of Contents
  
 Revenue
Recognition
 
 Interest
is recognized as revenue on performing loans when earned according to the terms
of the loans, using the effective interest method.  We do not accrue
interest income on loans once they are determined to be
non-performing.  A loan is non-performing when based on current
information and events, it is probable that we will be unable to collect all
amounts due according to the contractual terms of the loan agreement or when the
payment of interest is 90 days past due.  Cash receipts will be
allocated to interest income, except when such payments are specifically
designated by the terms of the loan as principal reduction.  Interest
is recognized on impaired loans on the cash basis method.
 
 Investments in Real Estate
Loans
 
 Prior to
July 2, 2009, we may have from time to time acquired or sold investments in real
estate loans from or to our manager or other related parties pursuant to the
terms of our Operating Agreement without a premium.  The primary
purpose was to either free up capital to provide liquidity for various reasons,
such as loan diversification, or place excess capital in investments to maximize
the use of our capital.  Selling or buying loans allowed us to
diversify our loan portfolio within these parameters.  Due to the
short-term nature of the loans we made and the similarity of interest rates in
loans we normally would invest in, the fair value of a loan typically
approximated its carrying value.  Accordingly, discounts or premiums
typically did not apply upon sales of loans and therefore, generally no gain or
loss is recorded on these transactions, regardless of whether to a related or
unrelated party.
 
 Investments
in real estate loans are secured by deeds of trust or
mortgages.  Generally, our real estate loans require interest only
payments with a balloon payment of the principal at maturity.  We have
both the intent and ability to hold real estate loans until maturity and
therefore, real estate loans are classified and accounted for as held for
investment and are carried at amortized cost.  Loans sold to or
purchased from affiliates are accounted for at the principal balance and no gain
or loss is recognized by us or any affiliate.  Loan-to-value ratios
are initially based on appraisals obtained at the time of loan origination and
are updated, when new appraisals are received or when management’s assessment of
the value has changed, to reflect subsequent changes in value
estimates.  Such appraisals are generally dated within 12 months of
the date of loan origination and may be commissioned by the
borrower.
 
 The
Company considers a loan to be impaired when, based upon current information and
events, it believes it is probable that the Company will be unable to collect
all amounts due according to the contractual terms of the loan agreement. The
Company’s impaired loans include troubled debt restructuring, and performing and
non-performing loans in which full payment of principal or interest is not
expected. The Company calculates an allowance required for impaired loans based
on the present value of expected future cash flows discounted at the loan’s
effective interest rate, or at the loan’s observable market price or the fair
value of its collateral.
 
 Loans
that have been modified from their original terms are evaluated to determine if
the loan meets the definition of a Troubled Debt Restructuring
(“TDR”).  When the Company modifies the terms of an existing loan that
is considered a TDR, it is considered performing as long as it is in compliance
with the modified terms of the loan agreement.  If the modification
calls for deferred interest, it is recorded as interest income as cash is
collected.
 
 Allowance for Loan
Losses
 
 We
maintain an allowance for loan losses on our investments in real estate loans
for estimated credit impairment.  Our manager’s estimate of losses is
based on a number of factors including the types and dollar amounts of loans in
the portfolio, adverse situations that may affect the borrower’s ability to
repay, prevailing economic conditions and the underlying collateral securing the
loan.  Additions to the allowance are provided through a charge to
earnings and are based on an assessment of certain factors, which may indicate
estimated losses on the loans.  Actual losses on loans are recorded as
a charge-off or a reduction to the allowance for loan
losses.  Generally, subsequent recoveries of amounts previously
charged off are added back to the allowance and included as income.
 
  See
review report of Independent Registered Public Accounting Firm.
 - 8
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 Table of Contents
  
 Estimating
allowances for loan losses requires significant judgment about the underlying
collateral, including liquidation value, condition of the collateral, competency
and cooperation of the related borrower and specific legal issues that affect
loan collections or taking possession of the property.  As a
commercial real estate lender willing to invest in loans to borrowers who may
not meet the credit standards of other financial institutional lenders, the
default rate on our loans could be higher than those generally experienced in
the real estate lending industry.  We and our manager generally
approve loans more quickly than other real estate lenders and, due to our
expedited underwriting process, there is a risk that the credit inquiry we
perform will not reveal all material facts pertaining to a borrower and the
security.
 
 Additional
facts and circumstances may be discovered as we continue our efforts in the
collection and foreclosure processes.  This additional information
often causes management to reassess its estimates.  In recent years,
we have revised estimates of our allowance for loan
losses.  Circumstances that have and may continue to cause significant
changes in our estimated allowance include, but are not limited to:
 
 ·
              Declines
      in real estate market conditions, which can cause a decrease in expected
      market value;
 
 ·
              Discovery
      of undisclosed liens for community improvement bonds, easements and
      delinquent property taxes;
 
 ·
              Lack
      of progress on real estate developments after we advance
      funds.  We customarily utilize disbursement agents to monitor
      the progress of real estate developments and approve loan
      advances.  After further inspection of the related property,
      progress on construction occasionally does not substantiate an increase in
      value to support the related loan
advances;
 
 ·
              Unanticipated
      legal or business issues that may arise subsequent to loan origination or
      upon the sale of foreclosed property;
and
 
 ·
              Appraisals,
      which are only opinions of value at the time of the appraisal, may not
      accurately reflect the value of the
property.
 
 Real Estate Held for
Sale
 
 Real
estate held for sale includes real estate acquired through foreclosure and will
be carried at the lower of the recorded amount, inclusive of any senior
indebtedness, or the property's estimated fair value, less estimated costs to
sell, with fair value based on appraisals and knowledge of local market
conditions.  While pursuing foreclosure actions, we seek to identify
potential purchasers of such property.  It is not our intent to invest
in or to own real estate as a long-term investment.  We generally seek
to sell properties acquired through foreclosure as quickly as circumstances
permit.  The carrying values of real estate held for sale are assessed
on a regular basis from updated appraisals, comparable sales values or purchase
offers.
 
 Management
classifies real estate held for sale when the following criteria are
met:
 
 ·
              Management
      commits to a plan to sell the
properties;
 
 ·
              The
      property is available for immediate sale in its present condition subject
      only to terms that are usual and
customary;
 
 ·
              An
      active program to locate a buyer and other actions required to complete a
      sale have been initiated;
 
 ·
              The
      sale of the property is probable;
 
 ·
              The
      property is being actively marketed for sale at a reasonable price;
      and
 
 ·
              Withdrawal
      or significant modification of the sale is not
  likely.
  See
review report of Independent Registered Public Accounting Firm.
 - 9
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 Table of Contents
  
 
 Classification of Operating
Results from Real Estate Held for Sale
 
 Generally,
operating results and cash flows from long lived assets held for sale are to be
classified as discontinued operations as a separately stated component of net
income.  Our operations related to real estate held for sale are
separately identified in the accompanying statements of operations.
 
 Investment in Marketable
Securities – Related Party
 
 Investment
in marketable securities – related party consists of stock in VRM
II.  The securities are stated at fair value as determined by the
closing market price as of September 30, 2009.  All securities are
classified as available-for-sale.
 
 We are
required to evaluate our available-for-sale investment for other-than-temporary
impairment charges.  We will determine when an investment is
considered impaired (i.e., decline in fair value below its amortized cost), and
evaluate whether the impairment is other than temporary (i.e., investment value
will not be recovered over its remaining life).  If the impairment is
considered other than temporary, we will recognize an impairment loss equal to
the difference between the investment’s cost and its fair value.
 
 According
to the SEC Staff Accounting Bulletin, Topic 5: Miscellaneous Accounting, M -
Other Than Temporary
Impairment of Certain Investments in Debt and Equity Securities, there
are numerous factors to be considered in such an evaluation and their relative
significance will vary from case to case.  The following are a few
examples of the factors that individually or in combination, indicate that a
decline is other than temporary and that a write-down of the carrying value is
required:
 
 ·
              The
      length of the time and the extent to which the market value has been less
      than cost;
 
 ·
              The
      financial condition and near-term prospects of the issuer, including any
      specific events which may influence the operations of the issuer such as
      changes in technology that may impair the earnings potential of the
      investment or the discontinuance of a segment of the business that may
      affect the future earnings potential;
or
 
 ·
              The
      intent and ability of the holder to retain its investment in the issuer
      for a period of time sufficient to allow for any anticipated recovery in
      market value.
 
 Fair Value
Disclosures
 
 Fair
value is defined as the price that would be received to sell an asset or paid to
transfer a liability (i.e. “the exit price”) in an orderly transaction between
market participants at the measurement date.  In determining fair
value, the Company uses various valuation approaches, including quoted market
prices and discounted cash flows.  The established hierarchy for
inputs used, in measuring fair value, maximizes the use of observable inputs and
minimizes the use of unobservable inputs by requiring that the most observable
inputs be used when available.  Observable inputs are inputs that
market participants would use in pricing the asset or liability developed based
on market data obtained from independent sources.  Unobservable inputs
are inputs that reflect a company’s judgment concerning the assumptions that
market participants would use in pricing the asset or liability developed based
on the best information available under the circumstances.  The fair
value hierarchy is broken down into three levels based on the reliability of
inputs as follows:
 
 ·
              Level
      1 – Valuations based on quoted prices in active markets for identical
      instruments that the Company is able to access.  Since
      valuations are based on quoted prices that are readily and regularly
      available in an active market, valuation of these products does not entail
      a significant degree of judgment.
 
 ·
              Level
      2 – Valuations based on quoted prices in active markets for instruments
      that are similar, or quoted prices in markets that are not active for
      identical or similar instruments, and model-derived valuations in which
      all significant inputs and significant value drivers are observable in
      active markets.
  See
review report of Independent Registered Public Accounting Firm.
 - 10
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 Table of Contents
  
 
 ·
              Level
      3 – Valuations based on inputs that are unobservable and significant to
      the overall fair value measurement, which utilize the Company’s estimates
      and assumptions.
 
 If the
volume and level of activity for an asset or liability have significantly
decreased, we will still evaluate our fair value estimate as the price that
would be received to sell an asset or paid to transfer a liability in an orderly
transaction (that is, not a forced liquidation or distressed sale) between
market participants at the measurement date under current market
conditions.  In addition, since we are a publicly traded company, we
are required to make our fair value disclosures for interim reporting
periods.
 
 Net Income Allocated to
Members Per Weighted Average Membership Unit
 
 Net
income allocated to members per weighted average membership unit is computed by
dividing net income calculated in accordance with GAAP by the weighted average
number of membership units outstanding for the period.
 
 Segments
 
 We
operate as one business segment.
 
 Income
Taxes
 
 Income
tax effects resulting from our operations pass through to our members
individually and, accordingly, no provision for income taxes is included in the
financial statements.
 
 NOTE
C — FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK
 
 Financial
instruments with concentration of credit and market risk include cash,
marketable securities related party and loans secured by deeds of
trust.
 
 We
maintain cash deposit accounts and certificates of deposit, which at times may
exceed federally insured limits.  We have not experienced any losses
in such accounts and believe we are not exposed to any significant credit risk
related to cash deposits based on management review of these financial
institutions.  As of September 30, 2009 and December 31, 2008, we had
approximately $0.5 million and $1.7 million, respectively, in excess of the
federally insured limits.
 
 As of
September 30, 2009, 38%, 37%, and 20% of our loans were in Oregon, Nevada and
California, respectively, compared to 20%, 40% and 11% at December 31, 2008,
respectively.  As a result of this geographical concentration of our
real estate loans, the downturn in the local real estate markets in these states
has had a material adverse effect on us.
 
 At
September 30, 2009 and December 31, 2008, the loan to our largest borrower
represented 21% and 11%, respectively, of our total investment in real estate
loans.  This commercial property real estate loan is located in Oregon
with a first lien position and has an outstanding balance of approximately $1.5
million.  As of September 30, 2009, this loan was considered
non-performing.  Any additional defaults in our loan portfolio could
have a material adverse effect on us.
 
 The
success of a borrower’s ability to repay its real estate loan obligation in a
large lump-sum payment may be dependent upon the borrower’s ability to refinance
the obligation or otherwise raise a substantial amount of cash.  With
the weakened economy credit continues to be difficult to obtain, as such many of
our borrowers who develop and sell commercial real estate projects have been
unable to complete their projects, obtain takeout financing or have been
otherwise adversely impacted.  In addition, an increase in interest
rates over the loan rate applicable at origination of the loan may have an
adverse effect on our borrower’s ability to refinance.
 
  See
review report of Independent Registered Public Accounting Firm.
 - 11
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 Table of Contents
  
 Common
Guarantors
 
 As of
September 30, 2009 and December 31, 2008, two loans totaling approximately $2.7
million, representing approximately 37.6% and 20.1%, respectively, of our
portfolio’s total value, had a common guarantor.  Both loans were
considered non-performing as of September 30, 2009 and December 31,
2008.
 
 As of
September 30, 2009, three loans totaling approximately $0.9 million,
representing approximately 13.0% of our portfolio’s total value, had a common
guarantor.  All three loans were considered performing as of September
30, 2009.  As of December 31, 2008, five loans totaling approximately
$1.7 million, representing approximately 13.1% of our portfolio’s total value,
with the same common guarantor.  All five loans were considered
performing as of December 31, 2008.  In July 2009, our manager
negotiated the payoff of two such loans for approximately the loan amount net of
allowance for loan losses plus accrued interest and two 60-month promissory
notes executed by the borrower and guaranteed by the main principal, totaling
approximately $2.7 million, of which our portion was $156,000.  In
addition, during July 2009, our manager modified the remaining loans whereby
interest payments are payable monthly at 3.0%, beginning July 2009, and accrued
at 5.0% payable at the maturity of the loan.  Interest on these loans
will be recorded as interest income when cash is collected.
 
 As of
December 31, 2008, we had two loans totaling approximately $2.4 million,
representing approximately 18.0% of our portfolio’s total value, with a common
guarantor.  Both loans were considered non-performing as of December
31, 2008.  During March and May 2009, we foreclosed upon these loans
and classified them as real estate held for sale.  See Note F – Real Estate Held for
Sale.
 
 For
additional information regarding the above non-performing loans, see
“Non-Performing Loans” in Note D – Investments In Real Estate
Loans.
 
 NOTE
D — INVESTMENTS IN REAL ESTATE LOANS
 
 As of
September 30, 2009 and December 31, 2008, all of our loans provided for payments
of interest only with a “balloon” payment of principal payable in full at the
end of the term.
 
 In
addition, we invested in real estate loans that require borrowers to maintain
interest reserves funded from the principal amount of the loan for a period of
time.  At September 30, 2009, we had no investments in real estate
loans that had interest reserves.  At December 31, 2008, we had
approximately $1.1 million in investments in real estate loans that had interest
reserves where the total outstanding principal due to our co-lenders and us was
approximately $24.0 million.  These loans had interest reserves of
approximately $1.5 million, of which our portion was $35,000.
 
 During
September 2009, our manager modified the terms of a second position loan,
totaling approximately $11.4 million, of which our portion was $0.2 million,
whereby the loan was extended from April 30, 2010 to December 31,
2011.  In addition, the interest rate was lowered from 15%, payable
monthly, to 8%, accruing and due at the end the loan.  As part of the
modification, the borrower is required to pay an extension fee of approximately
$0.5 million, which will be added to the total loan balance and payable to the
manager.  As a result of the loan modification, we recognized an
impairment of approximately $33,000 that is included in the allowance for loan
losses.
 
 As of
September 30, 2009, we had five real estate loan products consisting of
commercial, construction, acquisition and development, land and
residential.  The effective interest rates on all product categories
range from 8% to 15%.  Revenue by product will fluctuate based upon
relative balances during the period.
 
  See
review report of Independent Registered Public Accounting Firm.
 - 12
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 Table of Contents
  
 Loan
Portfolio
 
 Investments
in real estate loans as of September 30, 2009, were as follows:
 
 Loan
      Type
              
              Number
      of Loans
              
              
              Balance
      *
              
              
              Weighted
      Average Interest Rate
              
              
              Portfolio
      Percentage
              
              
              Current
      Weighted Average Loan-To-Value, Net of Allowance for Loan
      LossesCommercial
              
              
              8
              
              
              $
              5,555,000
              
              
              
              11.41%
              
              
              
              78.16%
              
              
              
              75.78%Construction
              
              
              2
              
              
              
              808,000
              
              
              
              4.25%
              
              
              
              11.37%
              
              
              
              94.38%Land
              
              
              2
              
              
              
              744,000
              
              
              
              9.58%
              
              
              
              10.47%
              
              
              
              73.46%Total
              
              
              12
              
              
              $
              7,107,000
              
              
              
              10.41%
              
              
              
              100.00%
              
              
              
              77.83%
 
 Investments
in real estate loans as of December 31, 2008, were as follows:
 
 Loan
      Type
              
              Number
      of Loans
              
              
              Balance
      *
              
              
              Weighted
      Average Interest Rate
              
              
              Portfolio
      Percentage
              
              
              Current
      Weighted Average Loan-To-Value, Net of Allowance for Loan
      LossesCommercial
              
              
              10
              
              
              $
              7,815,000
              
              
              
              11.24%
              
              
              
              58.71%
              
              
              
              95.54%Construction
              
              
              4
              
              
              
              1,622,000
              
              
              
              10.50%
              
              
              
              12.18%
              
              
              
              102.60%Land
              
              
              4
              
              
              
              3,875,000
              
              
              
              12.31%
              
              
              
              29.11%
              
              
              
              94.76%Total
              
              
              18
              
              
              $
              13,312,000
              
              
              
              11.46%
              
              
              
              100.00%
              
              
              
              96.60%
 
 *
              Please
      see Balance Sheet
      Reconciliation below.
 
 The
“Weighted Average Interest Rate” as shown above is based on the contractual
terms of the loans for the entire portfolio including non-performing
loans.  The weighted average interest rate on performing loans only,
as of September 30, 2009 and December 31, 2008, was 8.41% and 10.40%,
respectively.  Please see “Non-Performing Loans” and “Asset Quality
and Loan Reserves” below for further information regarding performing and
non-performing loans.
 
 Loan-to-value
ratios are generally based on the most recent appraisals and may not reflect
subsequent changes in value and include allowances for loan
losses.  Recognition of allowance for loan losses will result in a
maximum loan-to-value ratio of 100% per loan.
 
 The
following is a schedule of priority of real estate loans as of September 30,
2009 and December 31, 2008:
 
 Loan
      Type
              
              Number
      of Loans
              
              
              September
      30, 2009 Balance *
              
              
              Portfolio
                Percentage
              
              
              Number
      of Loans
              
              
              December
      31, 2008 Balance *
              
              
              Portfolio
                PercentageFirst
      deeds of trust
              
              
              8
              
              
              $
              6,121,000
              
              
              
              86.13%
              
              
              
              14
              
              
              $
              12,326,000
              
              
              
              92.59%Second
      deeds of trust
              
              
              4
              
              
              
              986,000
              
              
              
              13.87%
              
              
              
              4
              
              
              
              986,000
              
              
              
              7.41%Total
              
              
              12
              
              
              $
              7,107,000
              
              
              
              100.00%
              
              
              
              18
              
              
              $
              13,312,000
              
              
              
              100.00%
  *
              Please
      see Balance Sheet
      Reconciliation below.
 
  See
review report of Independent Registered Public Accounting Firm.
 - 13
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 Table of Contents
  
 The
following is a schedule of contractual maturities of investments in real estate
loans as of September 30, 2009:
 
 Non-performing
      and past due loans (a)
              
              $
              5,031,000October
      2009 – December 2009
              
              
              --January
      2010 – March 2010
              
              
              499,000April
      2010 – June 2010
              
              
              451,000July
      2010 – September 2010
              
              
              --October
      2010 – December 2010
              
              
              118,000January
      2011 – March 2011
              
              
              808,000April
      2011 – June 2011
              
              
              --Thereafter
              
              
              200,000Total
              
              $
              7,107,000
 
 (a)
              Amounts
      include the balance of non-performing loans and loans that have been
      extended subsequent to September 30,
2009.
 
 The
following is a schedule by geographic location of investments in real estate
loans as of September 30, 2009 and December 31, 2008:
 
 September
      30, 2009
                Balance
      *
              
              
              Portfolio
      Percentage
              
              
              December
      31, 2008
                Balance
      *
              
              
              Portfolio
      PercentageArizona
              
              $
              200,000
              
              
              
              2.81%
              
              
              $
              2,672,000
              
              
              
              20.07%California
              
              
              1,400,000
              
              
              
              19.70%
              
              
              
              1,400,000
              
              
              
              10.52%Nevada
              
              
              2,637,000
              
              
              
              37.11%
              
              
              
              5,370,000
              
              
              
              40.34%Oklahoma
              
              
              --
              
              
              
              --%
              
              
              
              1,000,000
              
              
              
              7.51%Oregon
              
              
              2,670,000
              
              
              
              37.57%
              
              
              
              2,670,000
              
              
              
              20.06%Texas
              
              
              200,000
              
              
              
              2.81%
              
              
              
              200,000
              
              
              
              1.50%Total
              
              $
              7,107,000
              
              
              
              100.00%
              
              
              $
              13,312,000
              
              
              
              100.00%
 
 *
              Please
      see Balance Sheet
      Reconciliation below.
 
 Balance Sheet
      Reconciliation
 
 The
following table reconciles the balance of the loan portfolio to the amount shown
on the accompanying Balance Sheets.
 
 September
      30, 2009
                Balance
      (a)
              
              
              December
      31, 2008
                Balance
      (a)Balance
      per loan portfolio
              
              $
              7,107,000
              
              
              $
              13,312,000Less:Allowance
      for loan losses (b)
              
              
              (2,733,000
              )
              
              
              (5,446,000
              )Balance
      per balance sheet
              
              $
              4,374,000
              
              
              $
              7,866,000
 
 (a)
              As
      of December 31, 2008, the 2503 Panorama, LLC loan included an impairment
      reserve, applied to the loan balance, of $30,000.  During March
      2009, the impairment reserve for this loan was reclassified to their
      existing allowance for loan losses.  On August 31, 2009, we, VRM
      I and VRM II foreclosed on the 2503 Panorama, LLC loan and classified it
      as real estate held for sale.
 
 (b)
              Please
      refer to Specific
      Reserve Allowance below.
 
  See
review report of Independent Registered Public Accounting Firm.
 - 14
-
 Table of Contents
  
 Non-Performing
Loans
 
 As of
September 30, 2009, we had five loans considered non-performing (i.e., based on
current information and events, it is probable that we will be unable to collect
all amounts due according to the contractual terms of the loan agreement or when
the payment of interest is 90 days past due).  These loans are
currently carried on our books at a value of approximately $2.6 million, net of
allowance for loan losses of approximately $2.0 million, which does not include
the allowances of approximately $0.7 million relating to performing loans as of
September 30, 2009.  Except as otherwise provided below, these loans
have been placed on non-accrual of interest status and are the subject of
pending foreclosure proceedings.  At September 30, 2009, the following
loans were non-performing:
 
 ·
              Babuski,
      LLC is a loan to provide financing for 9.23 acres of land in Las Vegas,
      NV.  The loan is secured by a first lien on the property, and is
      guaranteed by principals of the borrower.  The outstanding
      balance on the loan is $9.5 million, of which our portion is approximately
      $0.3 million.  As of September 30, 2009, this loan has been
      considered non-performing for the last 16 months.  Our manager
      has commenced foreclosure proceedings, and was proceeding with legal
      action to enforce the personal guarantees.  On June 29, 2009,
      the borrower filed for bankruptcy protection.  On August 18,
      2009, the guarantor filed for bankruptcy protection.  As of
      September 30, 2009, based on our manager’s evaluation and an updated
      appraisal, obtained by our manager during July 2009, our manager has
      provided a specific allowance of approximately $1.4 million, of which our
      portion is $42,000.
 
 ·
              Barger
      Road Cottages, LLC is a commercial loan to provide financing for the
      Alpine Meadow Retirement Community, consisting of 23 cottage units with
      garages, community building and surplus land, located in Eugene,
      OR.  The loan is secured by a first lien on the property, and is
      guaranteed by principals of the borrower.  The outstanding
      balance on the loan is $6.0 million, of which our portion is approximately
      $1.5 million.  As of September 30, 2009, this loan has been
      considered non-performing for the last 16 months.  Our manager
      has commenced foreclosure proceedings, and was proceeding with legal
      action to enforce the personal guarantees.  On January 7, 2009,
      the main principal of the borrower filed for bankruptcy
      protection.  On March 9, 2009, the United States District Court
      for the District of Oregon, entered its Order Granting Preliminary
      Injunction and Appointing Receiver, which has the effect of enjoining us
      from proceeding with our foreclosure.  We have filed a motion to
      lift the injunction and allow us to proceed with our
      foreclosure.  In addition, we are in negotiations with the
      receiver to lift the injunction and allow us to proceed with our
      foreclosure.  As of September 30, 2009, based on our manager’s
      evaluation and an updated appraisal, obtained by our manager during August
      2009, our manager has concluded that the current value of the underlying
      collateral should be sufficient to protect us from loss of
      principal.  No specific allowance was deemed necessary as of
      September 30, 2009.
 
 ·
              Lohrey
      Investments, LLC is a commercial loan to provide financing for income
      producing property located in Gilroy, CA.  The loan is secured
      by a first lien on the property, and is guaranteed by principals of the
      borrower.  The outstanding balance on the loan is $16.0 million,
      of which our portion is $1.4 million.  As of September 30, 2009,
      this loan has been considered non-performing for the last 15
      months.  Our manager has commenced foreclosure proceedings, and
      has been awarded a default judgment against the guarantors for
      approximately $21.3 million, although it cannot be determined at this time
      how much, if any, can be recovered from the guarantors.  During
      October 2008, the tenant, who is a related party to the borrower, filed
      for bankruptcy protection.  On January 6, 2009, the borrower
      filed for bankruptcy protection and on February 11, 2009, the guarantors
      filed for bankruptcy protection.  The property is not currently
      generating any income.  As of September 30, 2009, based on our
      manager’s analysis, which includes a pending purchase offer, and an
      updated appraisal, our manager has provided a specific allowance of
      approximately $12.5 million, of which our portion is approximately $1.1
      million.
  See
review report of Independent Registered Public Accounting Firm.
 - 15
-
 Table of Contents
  
 
 ·
              Cascadia
      Canyon, LLC is a commercial loan to provide financing for 12.39 acres of
      land plus a portion of the SUMCO North Campus and SUMCO South Campus
      located in Salem, OR.  The loan is secured by a first lien on
      the property, and is guaranteed by principals of the
      borrower.  The outstanding balance on the loan is approximately
      $19.5 million, of which our portion is approximately $1.2
      million.  As of September 30, 2009, this loan has been
      considered non-performing for the last 14 months.  Our manager
      has commenced foreclosure proceedings, and was proceeding with legal
      action to enforce the personal guarantees.  On January 7, 2009,
      the main principal and guarantor of the loan filed for bankruptcy
      protection.  On March 9, 2009, the United States District Court
      for the District of Oregon, entered its Order Granting Preliminary
      Injunction and Appointing Receiver, which has the effect of enjoining us
      from proceeding with our foreclosure.  We have filed a motion to
      lift the injunction and allow us to proceed with our
      foreclosure.  In addition, we are in negotiations with the
      receiver to lift the injunction and allow us to proceed with our
      foreclosure.  As of September 30, 2009, based on our manager’s
      analysis and current note purchase offer, our manager has provided a
      specific allowance totaling approximately $13.4 million, of which our
      portion is approximately $0.8 million.  On October 26, 2009, we,
      VRM I and VRM II sold this loan for $6.1 million, of which our portion was
      approximately $0.4 million, to an unrelated third party.  No
      gain or loss resulted from this
transaction.
 
 ·
              Spectrum
      Town Center Property, LLC is a commercial loan to provide bridge financing
      for a multi-tenant retail property located in Gilbert, AZ.  The
      loan is secured by a second lien on the property, with a pre-existing
      first lien of $20.0 million, and is guaranteed by the principals of the
      borrower.  The outstanding balance on the second lien loan is
      approximately $14.0 million, of which our portion is approximately $0.2
      million.  As of September 30, 2009, this loan has been
      considered non-performing for the last seven months.  Our
      manager has commenced foreclosure proceedings, and was proceeding with
      legal action to enforce the personal guarantees.  On July 18,
      2009, the borrower filed for bankruptcy protection.  As of
      September 30, 2009, based on our manager’s evaluation and an updated
      appraisal, obtained by our manager during October 2009, our manager has
      provided a specific allowance of $5.9 million, of which our portion is
      $85,000.
 
 The
following schedule summarizes the non-performing loans as of September 30,
2009:
 
 Loan
      Name
              
              Balance
      at
                September
      30, 2009
              
              
              Allowance
      for Loan Losses **
              
              
              Net
      Balance at
                September
      30, 2009
              
              Maturity
      Date
              
              Number
      of Months Non-Performing
              
              
              Percentage
      of Total Loan BalanceBabuski,
      LLC
              
              $
              293,000
              
              
              
              (42,000
              )
              
              
              251,000
              
              6/17/2008
              
              
              16
              
              
              
              3%Barger
      Road Cottages, LLC
              
              
              1,520,000
              
              
              
              --
              
              
              
              1,520,000
              
              12/5/2008
              
              
              16
              
              
              
              25%Lohrey
      Investments, LLC
              
              
              1,400,000
              
              
              
              (1,094,000
              )
              
              
              306,000
              
              10/29/2008
              
              
              15
              
              
              
              9%Cascadia
      Canyon, LLC
              
              
              1,150,000
              
              
              
              (791,000
              )
              
              
              359,000
              
              2/12/2009
              
              
              14
              
              
              
              6%Spectrum
      Town Center Property, LLC
              
              
              200,000
              
              
              
              (85,000
              )
              
              
              115,000
              
              4/30/2009
              
              
              7
              
              
              
              1%$
              4,563,000
              
              
              $
              (2,012,000
              )
              
              $
              2,551,000
 
 *
              Please
      refer to Specific
      Reserve Allowancesbelow.
 
 Our
manager periodically reviews and makes a determination as to whether the
allowance for loan losses is adequate to cover any potential
losses.  Management’s evaluation may include, but is not limited to,
appraisals, real estate broker comps, the borrower’s current financial standing
and other market conditions.  Additions to the allowance for loan
losses are made by charges to the provision for loan loss.  Recoveries
of previously charged off amounts are credited to the allowance for loan losses
or included as income when the asset is disposed.  As of September 30,
2009, we have provided specific reserves, related to four non-performing loans
and five performing loans, of approximately $2.7 million.  Our manager
evaluated the loans and, based on current estimates regarding the value of the
remaining underlying collateral or the borrowers’ ability to pay, believes that
such collateral is sufficient to protect us against further losses of
principal.  However, such estimates could change or the value of the
underlying real estate could decline.  Our manager will continue to
evaluate these loans in order to determine if any other allowance for loan
losses should be recorded in future periods.
  See
review report of Independent Registered Public Accounting Firm.
 - 16
-
 Table of Contents
  
 
 Because
any decision regarding the allowance for loan losses reflects a judgment about
the probability of future events, there is an inherent risk that such judgments
will prove incorrect.  In such event, actual losses may exceed (or be
less than) the amount of any reserve.  To the extent that we
experience losses greater than the amount of our reserves, we may incur a charge
to our earnings that will adversely affect our operating results and the amount
of any distributions payable to our members.
 
 Specific Reserve
      Allowances
 
 The
following table is a roll-forward of the allowance for loan losses for the nine
months ended September 30, 2009.  Following the table is a discussion
of the status of each identified loan that was not sold, paid in full or
transferred to real estate held for sale and the reasons for the recording of
additional reserves during the nine months ended September 30,
2009.
 
 Description
              
              Balance
      at
                December
      31, 2008
              
              
              Specific
      Reserve Allocation
              
              
              Sales,
      Loan Pay Downs & Transfers to REO
              
              
              Balance
      at
                September
      30, 2009Monterrey
      Associates, L.P. (b)
              
              $
              1,000,000
              
              
              $
              --
              
              
              $
              (1,000,000
              )
              
              $
              --Peoria
      180, LLC (b)
              
              
              985,000
              
              
              
              --
              
              
              
              (985,000
              )
              
              
              --Terravita,
      LLC (a)
              
              
              118,000
              
              
              
              325,000
              
              
              
              --
              
              
              
              443,000Redwood
      Place, LLC (c)
              
              
              601,000
              
              
              
              --
              
              
              
              (601,000
              )
              
              
              --2503
      Panorama, LLC (c)
      (d)
              
              
              322,000
              
              
              
              67,000
              
              
              
              (389,000
              )
              
              
              --WCP
      Warm Springs Holdings 1, LLC (c)
              
              
              673,000
              
              
              
              --
              
              
              
              (673,000
              )
              
              
              --Lohrey
      Investments, LLC
              
              
              630,000
              
              
              
              464,000
              
              
              
              --
              
              
              
              1,094,000World
      Capital Durango Alpha (2) (c)
              
              
              282,000
              
              
              
              --
              
              
              
              (282,000
              )
              
              
              --Wolfpack
      Properties, LLC (b)
              
              
              71,000
              
              
              
              85,000
              
              
              
              (156,000
              )
              
              
              --ExecuSuite
      Properties, LLC (a)
              
              
              34,000
              
              
              
              96,000
              
              
              
              --
              
              
              
              130,000SE
      Property Investments, LLC (a)
              
              
              26,000
              
              
              
              82,000
              
              
              
              --
              
              
              
              108,000Devonshire,
      LLC (b)
              
              
              91,000
              
              
              
              81,000
              
              
              
              (172,000
              )
              
              
              --Building
      A, LLC (a)
              
              
              7,000
              
              
              
              --
              
              
              
              --
              
              
              
              7,000Cascadia
      Canyon, LLC
              
              
              606,000
              
              
              
              185,000
              
              
              
              --
              
              
              
              791,000Babuski,
      LLC
              
              
              --
              
              
              
              42,000
              
              
              
              --
              
              
              
              42,000Spectrum
      Town Center Property, LLC
              
              
              --
              
              
              
              85,000
              
              
              
              --
              
              
              
              85,000Presidio
      Hotel Fort Worth, LP (a)
              
              
              --
              
              
              
              33,000
              
              
              
              --
              
              
              
              33,000Total
              
              $
              5,446,000
              
              
              $
              1,545,000
              
              
              $
              (4,258,000
              )
              
              $
              2,733,000
 
 (a)
              As
      of September 30, 2009, these loans were considered
    performing.
 
 (b)
              During
      the nine months ended September 30, 2009, these loans were paid in full or
      sold.
 
 (c)
              During
      the nine months ended September 30, 2009, these properties were foreclosed
      upon and classified as real estate held for
  sale.
 
 (d)
              As
      of December 31, 2008, the 2503 Panorama, LLC loan included an impairment
      reserve, applied to the loan balance, of $30,000.  During March
      2009, the impairment reserve for this loan was reclassified to their
      existing allowance for loan losses.
 
  See
review report of Independent Registered Public Accounting Firm.
 - 17
-
 Table of Contents
  
 Terravita, LLC – As of
September 30, 2009, our manager has provided a specific reserve allowance for
the outstanding balance of the loan, related to a second lien position
performing loan on a 100 unit condominium/apartment project in North Las Vegas,
NV, totaling approximately $3.0 million, of which our portion was approximately
$0.4 million.  This specific reserve allowance was based on an updated
appraisal, obtained by our manager during August 2009, of the underlying
collateral for this loan and evaluation of the borrower.  During
February 2008, the loans on the Terravita LLC property, with first and second
positions were rewritten into one loan, which included a principal pay down of
$6.6 million, with a second position totaling approximately $3.1 million of
which our portion is approximately $0.5 million.  The terms of the
rewritten loan remain the same as those of the original loans.  Our
manager will continue to evaluate our position in the loan.
 
 Lohrey Investments, LLC – As
of September 30, 2009, our manager has provided a specific reserve allowance,
related to a non-performing loan on income producing property located in Gilroy,
CA, of approximately $12.5 million, of which our portion is approximately $1.1
million.  This specific reserve allowance was based on our manager’s
analysis, which includes a pending purchase offer, and an updated appraisal
obtained by our manager during May 2009.  Our manager will continue to
evaluate our position in the loan.
 
 ExecuSuite Properties, LLC, –
As of September 30, 2009, our manager provided a specific reserve allowance of
approximately $2.2 million, of which our portion is approximately $0.1 million,
related to a performing loan secured by a 22,000 square foot office building
(Building "D") in Village Business Park located on 1.48 acres of land in Las
Vegas, NV.  During March 2009, this loan was modified and the interest
rate was reduced to 8% as of January 2009.  Pursuant to the
modification, interest payments are payable monthly at 4.25%, beginning on
January 25, 2009, and accrue at 3.75% payable at the maturity of the
loan.  This specific reserve allowance was based on an updated
appraisal of the underlying collateral for this loan, obtained by our manager
during July 2009, and our manager’s analysis of current market
conditions.  Commencing in July 2009, the loan was further modified to
provide that interest payments are payable monthly at 3% and accrue at 5%
payable at maturity of the loan.  Our manager will continue to
evaluate our position in the loan.
 
 SE Property Investments, LLC,
– As of September 30, 2009, our manager provided a specific reserve allowance of
approximately $1.8 million, of which our portion is approximately $0.1 million,
related to a performing loan secured by a 22,000 square foot office building
(Building "E") in Village Business Park located on 1.48 acres of land in Las
Vegas, NV.  During March 2009, this loan was modified and the interest
rate was reduced to 8% as of January 2009.  Pursuant to the
modification, interest payments are payable monthly at 4.25%, beginning on
January 25, 2009, and accrue at 3.75% payable at the maturity of the
loan.  This specific reserve allowance was based on an updated
appraisal of the underlying collateral for this loan, obtained by our manager
during July 2009, and our manager’s analysis of current market
conditions.  Commencing in July 2009, the loan was further modified to
provide that interest payments are payable monthly at 3% and accrue at 5%
payable at maturity of the loan.  Our manager will continue to
evaluate our position in the loan.
 
 Building A, LLC, – As of
September 30, 2009, our manager provided a specific reserve allowance of
$106,000, of which our portion is $7,000, related to a second lien position on a
performing loan for a 43,549 square foot office building (Building "A") located
3.18 acres of land within the Village Business Park, in Las Vegas,
NV.  During March 2009, this loan was modified and the interest rate
was reduced to 8% as of January 2009.  Pursuant to the modification,
interest payments are payable monthly at 3.0%, beginning on January 25, 2009,
and accrue at 5.0% payable at the maturity of the loan.  This specific
reserve allowance was based on an updated appraisal of the underlying collateral
for this loan, obtained by our manager during July 2009, and our manager’s
analysis of current market conditions.  Our manager will continue to
evaluate our position in the loan.
 
 Cascadia Canyon, LLC, – As of
September 30, 2009, our manager has provided a specific reserve allowance,
related to a non-performing loan on 12.39 acres of land plus portions of the
SUMCO North Campus and SUMCO South Campus located in Salem, OR, of approximately
$13.4 million, of which our portion is approximately $0.8
million.  This specific reserve allowance was based on our manager’s
analysis and current note purchase offer.  Our manager will continue
to evaluate our position in the loan.
 
  See
review report of Independent Registered Public Accounting Firm.
 - 18
-
 Table of Contents
  
 Babuski, LLC – As of
September 30, 2009, our manager has provided a specific reserve allowance,
related to a non-performing loan that provided financing for 9.23 acres of land
in Las Vegas, NV, of approximately $1.4 million, of which our portion is
$42,000.  This specific reserve allowance was based on an updated
appraisal of the underlying collateral for this loan, obtained by our manager
during July 2009.  Our manager will continue to evaluate our position
in the loan.
 
 Spectrum Town Center Property,
LLC – As of September 30, 2009, our manager has provided a specific
reserve allowance related to a second lien position on a non-performing loan
that provided bridge financing for a multi-tenant retail property located in
Gilbert, AZ, of approximately $5.9 million, of which our portion is
$85,000.  This specific reserve allowance was based on an updated
appraisal of the underlying collateral for this loan, obtained by our manager
during October 2009.  Our manager will continue to evaluate our
position in the loan.
 
 Presidio Hotel Fort Worth, LP
– As of September 30, 2009, our manager has provided an impairment reserve,
related to the modification of a performing loan, in a second lien position, to
provide financing for the renovation and flagging of a 430-room full service
hotel to be known as the Sheraton Ft. Worth Hotel and Spa located in Ft. Worth,
TX, of approximately $1.9 million, of which our portion is
$33,000.  As part of the modification, the loan was extended from
April 30, 2010 to December 31, 2011, and the interest rate was lowered from 15%,
payable monthly, to 8%, accruing and due at the end of the loan.  Our
manager will continue to evaluate our position in the loan.
 
 As of
September 30, 2009, our manager had granted extensions on seven loans, totaling
approximately $86.1 million, of which our portion was approximately $4.3
million, pursuant to the terms of the original loan agreements, which permit
extensions by mutual consent.  Such extensions are generally provided
on loans where the original term was 12 months or less and where a borrower
requires additional time to complete a construction project or negotiate
take-out financing.  Our manager generally grants extensions when a
borrower is in compliance with the material terms of the loan, including, but
not limited to the borrower’s obligation to make interest payments on the
loan.  In addition, if circumstances warrant, our manager may extend a
loan that is in default as part of a work out plan to collect interest and/or
principal.  Subsequent to their extension, three of the seven loans
have become non-performing.  The loans, which became non-performing
after their extension, had a total principal amount at September 30, 2009 of
approximately $45.0 million, of which our portion is approximately $2.8
million.
 
 Asset Quality and Loan
Reserves
 
 Losses
may occur from investing in real estate loans.  The amount of losses
will vary as the loan portfolio is affected by changing economic conditions and
the financial condition of borrowers.
 
 The
conclusion that a real estate loan is uncollectible or that collectability is
doubtful is a matter of judgment.  On a quarterly basis, our manager
evaluates our real estate loan portfolio for impairment.  The fact
that a loan is temporarily past due does not necessarily mean that the loan is
non-performing.  Rather, all relevant circumstances are considered by
our manager to determine impairment and the need for specific
reserves.  Such evaluation, which includes a review of all loans on
which full collectability may not be reasonably assured, considers among other
matters:
 
 ·
              Prevailing
      economic conditions;
 
 ·
              Historical
      experience;
 
 ·
              The
      nature and volume of the loan
portfolio;
 
 ·
              The
      borrowers’ financial condition and adverse situations that may affect the
      borrowers’ ability to pay;
 
 ·
              Evaluation
      of industry trends; and
 
 ·
              Estimated
      net realizable value of any underlying collateral in relation to the loan
      amount.
  See
review report of Independent Registered Public Accounting Firm.
 - 19
-
 Table of Contents
  
 
 Based
upon this evaluation, a determination is made as to whether the allowance for
loan losses is adequate to cover any potential losses.  Additions to
the allowance for loan losses are made by charges to the provision for loan
loss.  The following is a breakdown of allowance for loan losses
related to performing and non-performing loans as of September 30, 2009 and
December 31, 2008:
 
 As
      of September 30, 2009Balance
              
              
              Allowance
      for loan losses *
              
              
              Balance,
      net of allowanceNon-performing
      loans – no related allowance
              
              $
              1,520,000
              
              
              $
              --
              
              
              $
              1,520,000Non-performing
      loans – related allowance
              
              
              3,043,000
              
              
              
              (2,012,000
              )
              
              
              1,031,000Subtotal
      non-performing loans
              
              
              4,563,000
              
              
              
              (2,012,000
              )
              
              
              2,551,000Performing
      loans – no related allowance
              
              
              1,150,000
              
              
              
              --
              
              
              
              1,150,000Performing
      loans – related allowance
              
              
              1,394,000
              
              
              
              (721,000
              )
              
              
              673,000Subtotal
      performing loans
              
              
              2,544,000
              
              
              
              (721,000
              )
              
              
              1,823,000Total
              
              $
              7,107,000
              
              
              $
              (2,733,000
              )
              
              $
              4,374,000
 
 *           Please
refer to Specific Reserve
Allowancesabove.
 
 As
      of December 31, 2008Balance
              
              
              Allowance
      for loan losses
              
              
              Balance,
      net of allowanceNon-performing
      loans – no related allowance
              
              $
              1,813,000
              
              
              $
              --
              
              
              $
              1,813,000Non-performing
      loans – related allowance
              
              
              8,422,000
              
              
              
              (4,777,000
              )
              
              
              3,645,000Subtotal
      non-performing loans
              
              
              10,235,000
              
              
              
              (4,777,000
              )
              
              
              5,458,000Performing
      loans – no related allowance
              
              
              400,000
              
              
              
              --
              
              
              
              400,000Performing
      loans – related allowance
              
              
              2,677,000
              
              
              
              (669,000
              )
              
              
              2,008,000Subtotal
      performing loans
              
              
              3,077,000
              
              
              
              (669,000
              )
              
              
              2,408,000Total
              
              $
              13,312,000
              
              
              $
              (5,446,000
              )
              
              $
              7,866,000
 
 Our
manager evaluated our loans and, based on current estimates with respect to the
value of the underlying collateral, believes that such collateral is sufficient
to protect us against further losses of principal or
interest.  However, such estimates could change or the value of the
underlying real estate could decline.  Our manager will continue to
evaluate our loans in order to determine if any other allowance for loan losses
should be recorded.
 
 NOTE
E — INVESTMENT IN MARKETABLE SECURITIES – RELATED PARTY
 
 As of
September 30, 2009, we owned 114,117 shares of VRM II’s common stock,
representing approximately 0.83% of their total outstanding common
stock.
 
 We
evaluated our investment in VRM II’s common stock and determined there was an
other-than-temporary impairment as of September 30, 2008.  Based on
this evaluation we impaired our investment to its fair value, as of September
30, 2008, to $3.89 per share.
 
  See
review report of Independent Registered Public Accounting Firm.
 - 20
-
 Table of Contents
  
 As of
September 30, 2009, our manager evaluated the near-term prospects of VRM II in
relation to the severity and duration of the unrealized loss since September 30,
2008.  Based on that evaluation and our ability and intent to hold
this investment for a reasonable period of time sufficient for a forecasted
recovery of fair value, we do not consider our investment in VRM II to be
other-than-temporarily impaired at September 30, 2009.  We will
continue to evaluate our investment in marketable securities on a quarterly
basis.
 
 NOTE
F — REAL ESTATE HELD FOR SALE
 
 At
September 30, 2009, we held eight properties with a total carrying value of
approximately $1.3 million, which were acquired through foreclosure and recorded
as investments in real estate held for sale.  One of these properties
generated net income from rentals during the nine months ended September 30,
2009 totaling $6,000.  Expenses incurred during the nine months ended
September 30, 2009, related to our real estate held for sale totaled
approximately $2.1 million.  These expenses included approximately
$2.0 million in write-downs on real estate held for sale.  The summary
below includes our percentage of ownership in each of the
properties.  Our investments in real estate held for sale are
accounted for at the lower of cost or fair value less costs to sell with fair
value based on appraisals and knowledge of local market
conditions.  It is not our intent to invest in or own real estate as a
long-term investment.  We seek to sell properties acquired through
foreclosure as quickly as circumstances permit taking into account current
economic conditions.  Set forth below is a roll-forward of investments
in real estate held for sale during the nine months ended September 30,
2009:
 
 Description
              
              Date
      Acquired
              
              %
              
              
              Balance
      at
                12/31/08
              
              Acquisitions
      Through Foreclosure
              
              Write
                Downs
              
              Seller
      Financed / New Loan
              
              Net
      Cash Proceeds on Sales
              
              Gain
      (Loss) on Sale of Real Estate
              
              Balance
      at
                9/30/09Rio
      Vista Nevada, LLC - Land (1)
              
              12/21/2006
              
              
              2%
              
              
              $
              38,000
              
              $
              --
              
              $
              (38,000
              )
              $
              --
              
              $
              --
              
              $
              --
              
              $
              --Rio
      Vista Nevada, LLC - Homes (1)
              
              12/21/2006
              
              
              2%
              
              
              
              6,000
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              6,000Pirates
      Lake, LTD (2)
              
              2/5/2008
              
              
              16%
              
              
              
              303,000
              
              
              --
              
              
              (182,000
              )
              
              --
              
              
              --
              
              
              --
              
              
              121,000Brawley
      CA 122, LLC (3)
              
              5/1/2008
              
              
              33%
              
              
              
              306,000
              
              
              --
              
              
              (184,000
              )
              
              --
              
              
              --
              
              
              --
              
              
              122,000V
      & M Homes at the Palms, Inc. (4)
              
              7/15/2008
              
              
              36%
              
              
              
              418,000
              
              
              --
              
              
              (81,000
              )
              
              --
              
              
              --
              
              
              --
              
              
              337,000MRPE,
      LLC (5)
              
              8/11/2008
              
              
              8%
              
              
              
              530,000
              
              
              --
              
              
              (379,000
              )
              
              --
              
              
              --
              
              
              --
              
              
              151,000Jeffrey's
      Court, LLC (6)
              
              9/3/2008
              
              
              20%
              
              
              
              725,000
              
              
              --
              
              
              (543,000
              )
              
              --
              
              
              (184,000
              )
              
              2,000
              
              
              --Cliff
      Shadows Properties, LLC (7)
              
              9/8/2008
              
              
              5%
              
              
              
              408,000
              
              
              --
              
              
              --
              
              
              --
              
              
              (409,000
              )
              
              5,000
              
              
              4,000Redwood
      Place, LLC (8)
              
              1/16/2009
              
              
              9%
              
              
              
              --
              
              
              688,000
              
              
              (173,000
              )
              
              --
              
              
              (461,000
              )
              
              (54,000
              )
              
              --World
      Capital Durango Alpha (9)
              
              3/30/2009
              
              
              14%
              
              
              
              --
              
              
              719,000
              
              
              (172,000
              )
              
              (451,000
              )
              
              (115,000
              )
              
              19,000
              
              
              --WCP
      Warm Springs Holdings 1, LLC (10)
              
              5/7/2009
              
              
              16%
              
              
              
              --
              
              
              727,000
              
              
              (235,000
              )
              
              --
              
              
              --
              
              
              --
              
              
              492,0002503
      Panorama, LLC (11)
              
              8/31/2009
              
              
              8%
              
              
              
              --
              
              
              111,000
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              111,000$
              2,734,000
              
              $
              2,245,000
              
              $
              (1,987,000
              )
              $
              (451,000
              )
              $
              (1,169,000
              )
              $
              (28,000
              )
              $
              1,344,000
 
 (1)
              Rio Vista Nevada, LLC –
      During December 2006, we, VRM I and VRM II acquired through foreclosure
      proceedings approximately 95 acres of land comprised of 480 partially
      completed residential building lots and two single family dwellings in Rio
      Vista Village Subdivision in Cathedral City, CA.  During the
      nine months ended September 30, 2009, our manager evaluated the carrying
      value of real estate acquired through foreclosure located in Cathedral
      City, California.  Based on our manager’s evaluation of the
      property, outstanding liability and negotiations with a prospective
      purchaser that were subsequently terminated, our manager valued the land
      portion of the property at zero and the two single family homes at
      approximately $300,000, of which our portion is $6,000, during the nine
      months ended September 30, 2009.  On October 13, 2009, we, VRM I
      and VRM II entered into a letter of intent for the sale of the subject
      property for $850,000, with an approximate closing date of November 20,
      2009; however, there can be no guarantee the sale will be
      completed.
 
  See
review report of Independent Registered Public Accounting Firm.
 - 21
-
 Table of Contents
  
 
 (2)
              Pirates Lake, LTD –
      During February 2008, we, VRM I and VRM II acquired through foreclosure
      proceedings approximately 46.75 acres of land in Galveston,
      TX.  During the nine months ended September 30, 2009, our
      manager has evaluated the carrying value of the property and based on a
      current sales contract and updated appraisal, the property was written
      down approximately $1.1 million, of which our portion was $0.2
      million.  The property is currently under contract for sale at
      $0.8 million, with an estimated closing date of November 9, 2009; however,
      there can be no guarantee the sale will be
  completed.
 
 (3)
              Brawley CA 122, LLC –
      During May 2008, we, VRM I and VRM II acquired through foreclosure
      proceedings a 25 acre proposed 122 single-family subdivision to be known
      as River Drive Subdivision in Brawley, CA.  Our manager has
      evaluated the carrying value of the property and based on the current list
      price and appraisal, the property was written down approximately $0.6
      million, of which our portion was approximately $0.2 million during the
      nine months ended September 30, 2009.  The property is currently
      listed for sale for $0.5 million.
 
 (4)
              V & M Homes at the Palms,
      Inc. – During July 2008, we, VRM I and VRM II acquired through
      foreclosure proceedings an 80 acre parcel of land in Florence,
      AZ.  Our manager has evaluated the carrying value of the
      property and based on an updated appraisal obtained by our manager during
      August 2009, the property was written down $230,000, of which our portion
      was $81,000 during the nine months ended September 30,
      2009.  The property is currently listed for sale at $0.7
      million.
 
 (5)
              MRPE, LLC – During
      August 2008, we, VRM I and VRM II acquired through foreclosure proceedings
      132.03 acres of land within the Wolf Creek Estates Master Planned
      Community, located in Mesquite, NV.  Our manager has evaluated
      the carrying value of the property and based on its analysis, an updated
      appraisal obtained by our manager during August 2009, and the current list
      price, the property was written down $4.6 million, of which our portion
      was approximately $0.4 million, during the nine months ended September 30,
      2009.  The property is currently listed for sale at
      approximately $2.0 million, which approximates the total book value, plus
      selling costs, for this property held by us, VRM I and VRM
    II.
 
 (6)
              Jeffrey's Court, LLC –
      During September 2008, we, VRM I and VRM II acquired through foreclosure
      proceedings 4.92 acres of land to be developed into 119 condominium units
      in Las Vegas, NV.  We, VRM I and VRM II  pledged this
      property as security for a loan from unrelated third parties totaling
      $225,000, of which our portion is $45,000.  These notes had
      terms of six and 12 months with monthly interest payments at
      12%.  On August 6, 2009, we, VRM I and VRM II  sold
      the Jeffrey’s Court, LLC property for approximately $1.0 million, which
      resulted in a net gain of $9,000 of which our portion was
      $2,000.  In addition, the notes payable totaling $225,000, which
      were secured by this property were paid in
full.
 
 (7)
              Cliff Shadows Properties,
      LLC – During September 2008, we, VRM I and VRM II acquired through
      foreclosure proceedings a 106 Unit Townhouse Project known as Cliff
      Shadows Townhomes located in Las Vegas, NV.  Our manager has
      evaluated the carrying value of the property and based on an updated
      appraisal obtained by our manager during September 2008 and the current
      sales agreement, no write-down was deemed necessary as of September 30,
      2009.  During January 2009, our manager received a sales
      agreement to purchase the property for approximately $9.6 million, of
      which our portion would be approximately $0.5 million.  Between
      March 2009 and May 2009, we, VRM I and VRM II completed the sale of all
      but one unit, which resulted in a net gain of $152,000, of which our
      portion was $5,000.  As of September 30, 2009, the remaining
      unit is held for sale.
 
 (8)
              Redwood Place, LLC – On
      January 16, 2009, we, VRM I and VRM II acquired through foreclosure
      proceedings a 186-unit apartment complex located in Phoenix,
      Arizona.  During the nine months ended September 30, 2009, this
      property generated net income of $6,000.  In June 2009, the
      property was sold for $5.4 million, of which our portion was approximately
      $0.2 million.  The sale resulted in a net loss of $0.6 million
      of which our portion was $54,000.
 
  See
review report of Independent Registered Public Accounting Firm.
 - 22
-
 Table of Contents
  
 
 (9)
              World Capital Durango
      Alpha – On March 30, 2009, we, VRM I and VRM II acquired through
      foreclosure proceedings 9.27 acres of land located in Las Vegas,
      NV.  Our manager evaluated the carrying value of the property
      and based on its estimate, the property was written down approximately
      $1.2 million, of which our portion was approximately $0.2 million during
      the nine months ended September 30, 2009.  During May 2009, the
      property was sold for approximately $4.0 million to an unrelated third
      party.  As part of the sale the buyer paid us, VRM I and VRM II
      approximately $0.8 million, of which our portion was approximately $0.1
      million.  The remaining $3.2 million balance was financed by us,
      VRM I and VRM II through a 15-month loan with a stated interest rate of
      8%.  As a result of the transaction, we, VRM I and VRM II
      recorded a net gain of $134,000, of which our portion was
      $19,000.
 
 (10)
              WCP Warm Springs Holdings 1,
      LLC– On May 7, 2009, we, VRM I and VRM II acquired through
      foreclosure proceedings 10 acres of vacant land located in Las Vegas,
      NV.  Our manager has evaluated the carrying value of the
      property and based on its estimate and updated appraisal obtained by our
      manager during August 2009, the property was written down approximately
      $1.4 million, of which our portion was approximately $0.2 million, during
      the nine months ended September 30, 2009.  On October 15, 2009,
      we, VRM I and VRM II entered into an agreement to sell the subject
      property for approximately $3.1 million, with an anticipated closing date
      of December 15, 2009; however, there can be no guarantee the sale will be
      completed.
 
 (11)
              2503 Panorama, LLC – On
      August 31, 2009, we, VRM I and VRM II acquired through foreclosure
      proceedings a 5,700 square foot penthouse located on the 25th
      floor of the Panorama Towers I, located in Las Vegas, NV.  Our
      manager has evaluated the carrying value of the property and based on its
      estimate no write-down was necessary as of September 30,
    2009.
 
 NOTE
G — RELATED PARTY TRANSACTIONS
 
 From time
to time, we may acquire or sell investments in real estate loans from/to our
manager or other related parties.  Pursuant to the terms of our
Operating Agreement, such acquisitions and sales are made without any mark up or
mark down.  No gain or loss is recorded on these transactions, as it
is not our intent to make a profit on the purchase or sale of such
investments.  The purpose is generally to diversify our portfolio by
syndicating loans, thereby providing us with additional capital to make
additional loans.
 
 Transactions with the
Manager
 
 Our
manager is entitled to receive from us a management (acquisition and advisory)
fee up to 2.5% of the gross offering proceeds and up to 3% of our rental
income.  No management fees were recorded during the three and nine
months ended September 30, 2009 and 2008.
 
 As of
September 30, 2009, and 2008, our manager owned 54,863 of our membership units
representing approximately 2.71% and 2.41%, respectively, of our total
membership units.  We did not pay pro rata distributions to our
manager during the three and nine months ended September 30, 2009.  We
paid pro rata distributions owed to our manager totaling $1,000 and $15,000,
during the three and nine months ended September 30, 2008, respectively, based
upon the units owned by our manager.
 
 In
connection with the sale of an office building located in Las Vegas, Nevada, we
arranged for a $985,000 letter of credit in favor of the purchaser of the
building (the “Purchaser”), which may be drawn upon by the Purchaser should
Vestin Group default on its lease obligations.  Vestin Group is
currently engaged in a dispute with the Purchaser and has not paid certain
amounts allegedly due under its lease totaling approximately $0.7 million, as of
September 30, 2009.  Vestin Group has provided us with a written
agreement to fully indemnify and hold us harmless in the event that the
Purchaser draws upon the letter of credit and we incur an obligation to
reimburse the bank that issued the letter of credit.  During June
2009, the Purchaser drew $285,000 from the letter of credit; our manager is
required to reimburse us for the full $285,000 before August 2014.
 
  See
review report of Independent Registered Public Accounting Firm.
 - 23
-
 Table of Contents
  
 As of
September 30, 2009, we had receivables from our manager totaling $283,000,
primarily related to the withdrawal of the letter of credit referred to
above.  As of December 31, 2008, we owed our manager $58,000,
primarily related to loan extension fees.
 
 On March
6, 2009, we, VRM I and VRM II completed the sale of 105 of the 106 Cliff Shadows
Properties, LLC units, to an unrelated third party, the remaining unit is held
for sale.  In accordance with our management agreement, we, VRM I and
VRM II paid our manager an administrative fee of $282,000, shared pro-rata among
us, VRM I and VRM II.
 
 Transactions with Other
Related Parties
 
 As of
September 30, 2009 and 2008, we owned 114,117 common shares of VRM II,
representing approximately 0.83% and 0.77%, respectively, of their total
outstanding common stock.  For the three and nine months ended
September 30, 2009, VRM II did not declare any dividends.  For the
three and nine months ended September 30, 2008, we recorded $0 and $56,000,
respectively, in dividend income from VRM II based on the number of shares we
held on the dividend record dates.
 
 During
the nine months ended September 30, 2009, we bought approximately $0.5 million
in real estate loans from VRM II.  No gain or loss resulted from these
transactions.  There were no similar transactions during the nine
months ended September 30, 2008.
 
 As of
September 30, 2009, we owed VRM II $8,000.  As of December 31, 2008,
we owed VRM II $9,000.
 
 As of
September 30, 2009, we owed VRM I $4,000.  As of December 31, 2008, we
did not have a balance due to or due from VRM I.
 
 As of
September 30, 2009, and 2008, inVestin owned 34,856 of our membership units
representing approximately 1.72% and 1.53%, respectively, of our total
membership units.  We did not pay pro rata distributions to inVestin
during the three and nine months ended September 30, 2009.  We paid
pro rata distributions owed to inVestin totaling $1,000 and $10,000, during the
three and nine months ended September 30, 2008, respectively, based upon the
units owned by inVestin.
 
 As of
September 30, 2009, and 2008, Shustek Investments, a company wholly owned by our
manager’s CEO, owned 200,000 and 160,857, respectively, of our membership units
representing approximately 9.88% and 7.06%, respectively, of our total
membership units.  We did not pay pro rata distributions to Shustek
Investments during the three and nine months ended September 30,
2009.  We paid pro rata distributions owed to Shustek Investments
totaling $2,000 and $37,000, during the three and nine months ended September
30, 2008, respectively, based upon the units owned by Shustek
Investments.
 
 During
the three and nine months ended September 30, 2009, we incurred $2,000 and
$26,000, respectively, for legal fees to the law firm of Levine, Garfinkel &
Katz in which the Secretary of Vestin Group has an equity ownership interest in
the law firm.  During the three and nine months ended September 30,
2008, we incurred $2,000 and $6,000, respectively, for legal fees to the law
firm of Levine, Garfinkel & Katz.
 
 NOTE
H — MEMBERS’ EQUITY
 
 Allocations
and Distributions
 
 In
accordance with our Operating Agreement, profits, gains and losses are to be
credited to and charged against each member’s capital account in proportion to
their respective capital accounts as of the close of business on the last day of
each calendar month.
 
 Distributions
were paid monthly to members; however, on August 27, 2008, we suspended payment
of distributions as a result of our current losses.  For the nine
months ended September 30, 2009, there were no distributions to members,
compared to approximately $0.7 million during the nine months ended September
30, 2008.
  See
review report of Independent Registered Public Accounting Firm.
 - 24
-
 Table of Contents
  
 
 Contingency
Reserve
 
 In
accordance with the Plan, we will establish a contingency reserve for the
payment of ongoing expenses, any contingent liabilities or to account for loan
or other investment losses.  Our manager will have the discretion to
increase or decrease the amount of the reserve, but will ensure that the reserve
is adequate to pay our outstanding obligations.  The amount of the
contingency reserve will be based upon estimates and opinions of our manager or
through consultation with an outside expert, if our manager determines that it
is advisable to retain such expert, and a review of among other things, the
value of our non-performing assets and the likelihood of repayment, our
estimated contingent liabilities and our estimated expenses, including without
limitation, estimated professional, legal and accounting fees, rent, payroll and
other taxes, miscellaneous office expenses, facilities costs and expenses
accrued in our financial statements.
 
 Value
of Members’ Capital Accounts
 
 In
accordance with Section 7.8 of our Operating Agreement, our manager reviewed the
value of our assets during the three months ended September 30,
2009.  Based on this review the value of members’ capital accounts was
adjusted from $4.88 per unit to $4.04 per unit, as of October 1,
2009.  The change in valuation is primarily for tax and capital
account purposes and does not reflect the change in the value of the units
calculated in accordance with GAAP.  Accordingly, unit prices
calculated under GAAP may be different than the adjusted price per
unit.
 
 Redemption
Limitation
 
 In
accordance with the Plan, our members no longer have the right to have their
units redeemed by us and we no longer honor any outstanding redemption requests
effective as of July 2, 2009.
 
 NOTE
I — NOTES RECEIVABLE
 
 During
July 2009, we, VRM I and VRM II entered into a promissory note, totaling
approximately $1.4 million, of which our portion is $82,000, with the borrowers
of the Wolfpack Properties, LLC loan, as part of the repayment terms of the
loan.  In addition, we received a principal pay off on the loan of
approximately $0.3 million, which reflected our book value of the loan, net of
allowance for loan loss of approximately $0.2 million.  The promissory
note will accrue interest over a 60-month period with an interest rate of 7%,
with the first monthly payment due on the 37th
month.  The remaining note balance and accrued interest will be due at
maturity.  Payments will be recognized as income when
received.  The balance of $82,000 was fully reserved as of September
30, 2009.
 
 During
July 2009, we, VRM I and VRM II entered into a promissory note, totaling
approximately $1.3 million, of which our portion is $74,000, with the borrowers
of the Devonshire, LLC loan, as part of the repayment of the loan.  In
addition, we received a principal pay off on the loan of approximately $0.2
million, which reflected our book value of the loan, net of allowance for loan
loss of approximately $0.2 million.  The promissory note will accrue
interest over a 60-month period with an interest rate of 7%, with the first
monthly payment due on the 37th
month.  The remaining note balance and accrued interest will be due at
maturity.  Payments will be recognized as income when
received.  The balance of $74,000 was fully reserved as of September
30, 2009.
 
 NOTE
J — NOTES PAYABLE
 
 During
May 2009, we, VRM I and VRM II, mortgaged our real estate held for sale known as
Redwood Place, LLC for approximately $3.2 million, of which our portion was
approximately $0.3 million.  Interest, loan fees and property taxes
related to the mortgage totaled $234,000, of which our portion was
$20,000.  This real estate held for sale was mortgaged to help meet
short-term cash needs, and was paid in full during June 2009, as part of the
sale of Redwood Place, LLC.
 
  See
review report of Independent Registered Public Accounting Firm.
 - 25
-
 Table of Contents
  
 During
April and May 2009, we, VRM I and VRM II borrowed $225,000, of which our portion
is $45,000, secured by our real estate held for sale known as Jeffrey's
Court.  The maturity terms of the notes were six and 12 months with an
annual interest rate of 12%.  The notes require monthly interest only
payments and principal due at maturity.  On August 6, 2009, we, VRM I
and VRM II sold the Jeffrey’s Court, LLC property for approximately $1.0
million, resulting in a gain of $9,000, of which our portion was
$2,000.  The notes payable on this real estate held for sale was taken
out to help meet short-term cash needs and was paid in full during August 2009,
as part of the sale of Jeffrey’s Court LLC.
 
 NOTE
K — FAIR VALUE
 
 As of
September 30, 2009, financial assets and liabilities, utilizing Level 1 inputs
included investment in marketable securities - related party.  We had
no assets or liabilities utilizing Level 2 inputs and assets and liabilities
utilizing Level 3 inputs included investments in real estate loans.
 
 To the
extent that valuation is based on models or inputs that are less observable or
unobservable in the market, the determination of fair value requires more
judgment.  Accordingly, our degree of judgment exercised in
determining fair value is greatest for instruments categorized in Level
3.  In certain cases, the inputs used to measure fair value may fall
into different levels of the fair value hierarchy.  In such cases, an
asset or liability will be classified in its entirety based on the lowest level
of input that is significant to the measurement of fair value.
 
 Fair
value is a market-based measure considered from the perspective of a market
participant who holds the asset or owes the liability rather than an
entity-specific measure.  Therefore, even when market assumptions are
not readily available, our own assumptions are set to reflect those that market
participants would use in pricing the asset or liability at the measurement
date.  We use prices and inputs that are current as of the measurement
date, including during periods of market dislocation, such as the recent
illiquidity in the auction rate securities market.  In periods of
market dislocation, the observability of prices and inputs may be reduced for
many instruments.  This condition may cause our financial instruments
to be reclassified from Level 1 to Level 2 or Level 3 and/or vice
versa.
 
 Our
valuation techniques will be consistent with at least one of the three possible
approaches: the market approach, income approach and/or cost
approach.  Our Level 1 inputs are based on the market approach and
consist primarily of quoted prices for identical items on active securities
exchanges.  Our Level 2 inputs are primarily based on the market
approach of quoted prices in active markets or current transactions in inactive
markets for the same or similar collateral that do not require significant
adjustment based on unobservable inputs.  Our Level 3 inputs are
primarily based on the income and cost approaches, specifically, discounted cash
flow analyses, which utilize significant inputs based on our estimates and
assumptions.
 
 The
following table presents the valuation of our financial assets as of September
30, 2009, measured at fair value on a recurring basis by input
levels:
 
 Fair
      Value Measurements at Reporting Date UsingQuoted
      Prices in Active Markets For Identical Assets (Level 1)
              
              
              Significant
      Other Observable Inputs (Level 2)
              
              
              Significant
      Unobservable Inputs (Level 3)
              
              
              Balance
      at 09/30/2009
              
              
              Carrying
      Value on Balance Sheet at 09/30/2009AssetsInvestment
      in marketable securities - related party
              
              $
              330,000
              
              
              $
              --
              
              
              $
              --
              
              
              $
              330,000
              
              
              $
              330,000Investment
      in real estate loans
              
              $
              --
              
              
              $
              --
              
              
              $
              4,290,000
              
              
              $
              4,290,000
              
              
              $
              4,374,000
 
  See
review report of Independent Registered Public Accounting Firm.
 - 26
-
 Table of Contents
  
 The
following table presents the changes in our financial assets and liabilities
that are measured at fair value on a recurring basis using significant
unobservable inputs (Level 3) from June 30, 2009 to September 30,
2009.  There were no liabilities measured at fair value on a recurring
basis using significant unobservable inputs as of June 30, 2009 and September
30, 2009.
 
 Investment
      in real estate loansBalance
      on June 30, 2009
              
              $
              5,781,000Change
      in temporary valuation adjustment included in net lossIncrease
      in allowance for loan losses
              
              
              (887,000
              )Purchase
      and additions of assetsTransfer
      of real estate loans to real estate held for sale
              
              
              (500,000
              )Transfer
      of allowance on real estate loans to real estate held for
    sale
              
              
              389,000Sales,
      pay downs and reduction of assetsCollections
      of principal and sales of investment in real estate loans
              
              
              (813,000
              )Reduction
      of allowance for loan losses related to sales an d payments of investment
      in real estate loans
              
              
              328,000Temporary
      change in estimated fair value based on future cash flows
              
              
              (8,000
              )Transfer
      to Level 1
              
              
              --Transfer
      to Level 2
              
              
              --Balance
      on September 30, 2009, net of temporary valuation
    adjustment
              
              $
              4,290,000
 
 NOTE
L — RECENT ACCOUNTING PRONOUNCEMENTS
 
 In June
2009, the Financial Accounting Standards Board (“FASB”) issued the Accounting
Standards Codification (the “Codification”). Effective July 1, 2009, the
Codification is the single source of authoritative accounting principles
recognized by the FASB to be applied by non-governmental entities in the
preparation of financial statements in conformity with GAAP. We adopted the
Codification during the third quarter of 2009 and the adoption did not
materially impact our financial statements, however our references to accounting
literature within our notes to the condensed consolidated financial statements
have been revised to conform to the Codification classification.
 
 In June
2009, the FASB issued Statement of Financial Accounting Standards (“FAS”) 166, “
Accounting for Transfers of Financial Assets, an Amendment of FASB Statement No.
140 ” (“FAS 166”), which is not yet included in the Codification. FAS 166
modifies the financial components approach, removes the concept of a qualifying
special purpose entity, and clarifies and amends the derecognition criteria for
determining whether a transfer of a financial asset or portion of a financial
asset qualifies for sale accounting. FAS 166 also requires expanded disclosures
regarding transferred assets and how they affect the reporting entity. FAS 166
is effective for us beginning January 1, 2010. We do not expect the adoption of
FAS 166 to have a material effect on our financial statements.
 
 In June
2009, the FASB issued FAS 167, “Amendments to FASB Interpretation No. 46R” (“FAS
167”), which is not yet included in the Codification. FAS 167 changes the
consolidation analysis for VIEs and requires a qualitative analysis to determine
the primary beneficiary of the VIE. The determination of the primary beneficiary
of a VIE is based on whether the entity has the power to direct matters which
most significantly impact the activities of the VIE and has the obligation to
absorb losses, or the right to receive benefits, of the VIE which could
potentially be significant to the VIE. FAS 167 requires an ongoing
reconsideration of the primary beneficiary and also amends the events triggering
a reassessment of whether an entity is a VIE. FAS 167 requires additional
disclosures for VIEs, including disclosures about a reporting entity’s
involvement with VIEs, how a reporting entity’s involvement with a VIE affects
the reporting entity’s financial statements, and significant judgments and
assumptions made by the reporting entity to determine whether it must
consolidate the VIE. FAS 167 is effective for us beginning January 1, 2010. We
are currently evaluating the effects, if any, this statement may have on our
financial statements.
 
  See
review report of Independent Registered Public Accounting Firm.
 - 27
-
 Table of Contents
  
 In August
2009, the FASB issued Accounting Standards Update (“ASU”) 2009-05, which
provides alternatives to measuring the fair value of liabilities when a quoted
price for an identical liability traded in an active market does not exist. The
alternatives include using the quoted price for the identical liability when
traded as an asset or the quoted price of a similar liability or of a similar
liability when traded as an asset, in addition to valuation techniques based on
the amount an entity would pay to transfer the identical liability (or receive
to enter into an identical liability). The amended guidance is effective for us
beginning October 1, 2009, and we do not expect the effects to have a material
impact on our financial statements.
 
 NOTE
M— LEGAL MATTERS INVOLVING THE MANAGER
 
 The
United States Securities and Exchange Commission (the “Commission”), conducted
an investigation of certain matters related to us, our manager, Vestin Capital,
VRM I and VRM II.  We fully cooperated during the course of the
investigation.  On September 27, 2006, the investigation was resolved
through the entry of an Administrative Order by the Commission (the
“Order”).  Our manager, Vestin Mortgage and its Chief Executive
Officer, Michael Shustek, as well as Vestin Capital (collectively, the
“Respondents”), consented to the entry of the Order without admitting or denying
the findings therein.
 
 In the
Order, the Commission found 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 our units and units in Fund II, the
predecessor to VRM II.  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.  We are not a party to the Order.
 
 On
November 21, 2005, Desert Land filed a complaint in the state District Court of
Nevada against Vestin Group, Vestin Mortgage and Del Mar Mortgage, Inc. which
complaint is substantially similar to a complaint previously filed by Desert
Land in the United States District Court, which complaint was dismissed by the
United States Court of Appeals for the Ninth Circuit, which dismissal was upheld
when the United States Supreme Court denied Desert Land’s Writ of
Certiorari.  The action is based upon allegations that Del Mar
Mortgage, Inc and/or Vestin Mortgage charged unlawful fees on various loans
arranged by them in 1999, prior to the formation of Fund II.  On March
6, 2006, Desert Land amended the state court complaint to name VRM
I.  Desert Land alleges that one or more of the defendants have
transferred assets to other entities without receiving reasonable value
therefore; alleges plaintiffs are informed and believe that defendants have made
such transfers with the actual intent to hinder, delay or defraud Desert Land;
that such transfers made the transferor insolvent and that sometime between
February 27 and April 1, 2003, Vestin Group transferred $1.6 million to VRM I
for that purpose.
 
 The state
court complaint further alleges that Desert Land is entitled to void such
transfers and that pursuant to NRS 112.20, Desert Land is entitled to an
injunction to enjoin defendants from further disposition of
assets.  Additionally, Del Mar Mortgage, Inc. has indemnified Vestin
Group and Vestin Mortgage for any losses and expenses in connection with the
action, and Mr. Shustek has guaranteed the indemnification.  In
December 2008, this lawsuit was settled.  The settlement has no effect
on us.
 
 In April
2006, the lenders of the loans made to RightStar, Inc. (“RightStar”) filed suit
against the State of Hawaii listing 26 causes of action, including allegations
that the State of Hawaii has illegally blocked the lender’s right to foreclose
and take title to its collateral by inappropriately attaching conditions to the
granting of licenses needed to operate the business, the pre-need trust funds
and the perpetual care trust funds and that the State of Hawaii has attempted to
force the lenders to accept liability for any statutory trust fund deficits
while no such lender liability exists under the laws of the State of
Hawaii.  The State of Hawaii responded by filing allegations against
Vestin Mortgage and VRM II alleging that these Vestin entities improperly
influenced the former RightStar trustees to transfer trust funds to VRM
II.
 
  See
review report of Independent Registered Public Accounting Firm.
 - 28
-
 Table of Contents
  
 On May 9,
2007, VRM I, VRM II, Vestin Mortgage, the State of Hawaii and Comerica
Incorporated announced that an arrangement had been reached to auction the
RightStar assets.  On June 12, 2007, the court approved the resolution
agreement, which provides that the proceeds of the foreclosure sale would be
allocated in part to VRM I, VRM II and Vestin Mortgage and in part to fund the
trust’s statutory minimum balances.  VRM I, VRM II, Vestin Mortgage,
the State of Hawaii and Comerica have pledged to cooperate to recover additional
amounts owed to the trusts and the creditors from others, while mutually
releasing each other and RightStar from all claims.  VRM I, VRM II,
Vestin Mortgage and the State of Hawaii have received offers and are currently
requesting, entertaining, and reviewing bids on the RightStar
properties.  To date the auction has not been
successful.  The Vestin entities and the State of Hawaii signed a new
agreement that would permit the foreclosure to proceed.  On October
12, 2009, the State Court approved the agreement permitting the foreclosure to
proceed.  The court has initiated a 21-day posting/notice period, at
the end of that period the court will proceed to enter its formal order, which
is expected in December 2009.
 
 VRM I and
Vestin Mortgage, Inc. (“Defendants”) are defendants in a breach of contract
class action filed in San Diego Superior Court by certain plaintiffs who allege,
among other things, that they were wrongfully denied appraisal rights in
connection with the merger of Fund I into VRM I.  The court certified
a class of all former Fund I unit holders who voted against the merger of Fund I
into VRM I.  The trial is currently scheduled to begin in December
2009.  The Defendants believe that the allegations are without merit
and that they have adequate defenses.  The Defendants are undertaking
a vigorous defense.  The terms of VRM I’s management agreement and
Fund I’s Operating Agreement contain indemnity provisions whereby Vestin
Mortgage and Michael V. Shustek may be eligible for indemnification by VRM I
with respect to the above actions.
 
 VRM II
and Vestin Mortgage, Inc. (“Defendants”) are defendants in a breach of contract
class action filed in San Diego Superior Court by certain plaintiffs who allege,
among other things, that they were wrongfully denied appraisal rights in
connection with the merger of Fund II into VRM II.  The court
certified a class of all former Fund II unit holders who voted against the
merger of Fund II into VRM II.  The trial is currently scheduled to
begin in December 2009.  The Defendants believe that the allegations
are without merit and that they have adequate defenses.  The
Defendants are undertaking a vigorous defense.  The terms of VRM II’s
management agreement and Fund II’s Operating Agreement contain indemnity
provisions whereby, Vestin Mortgage and Michael V. Shustek may be eligible for
indemnification by VRM II with respect to the above actions.
 
 VRM I,
Vestin Mortgage, Inc. and Michael V. Shustek (“Defendants”) are defendants in a
civil action filed by approximately 25 separate plaintiffs (“Plaintiffs”) in
District Court for Clark County, Nevada.  The Plaintiffs allege, among
other things, that Defendants: breached certain alleged contractual obligations
owed to Plaintiffs; breached fiduciary duties supposedly owed to Plaintiffs; and
misrepresented or omitted material facts regarding the conversion of Fund I into
VRM I.  The action seeks monetary damages, punitive damages, and
rescission.  The trial is currently scheduled to begin on September 6,
2010.  The Defendants believe that the allegations are without merit
and that they have adequate defenses.  The Defendants intend to
undertake a vigorous defense.  The terms of VRM I’s management
agreement and Fund I’s operating agreement contain indemnity provisions whereby
Vestin Mortgage and Michael V. Shustek may be eligible for indemnification by
VRM I with respect to the above actions.
 
 VRM II,
Vestin Mortgage, Inc. and Michael V. Shustek (“Defendants”) are defendants in a
civil action filed by 88 sets of plaintiffs representing approximately 138
individuals (“Plaintiffs”),in
District Court for Clark County, Nevada.  The Plaintiffs allege, among
other things, that Defendants: breached certain alleged contractual obligations
owed to Plaintiffs; breached fiduciary duties supposedly owed to Plaintiffs; and
misrepresented or omitted material facts regarding the conversion of Fund II
into VRM II.  The action seeks monetary damages, punitive damages and
rescission.  The trial is currently scheduled to begin on September 6,
2010.  The Defendants believe that the allegations are without merit
and that they have adequate defenses.  The Defendants intend to
undertake a vigorous defense.  The terms of VRM II’s management
agreement and Fund II’s operating agreement contain indemnity provisions whereby
Vestin Mortgage and Michael V. Shustek may be eligible for indemnification by
VRM II with respect to the above actions.  VRM II, Vestin Mortgage,
Inc. and Michael Shustek have entered into confidential settlement agreements
with individual plaintiffs who collectively held approximately 10% of the total
shares at issue in the action.  In addition, four individual
plaintiffs have voluntarily withdrawn their claims against us, Vestin Mortgage,
Inc. and Michael Shustek with prejudice.
  See
review report of Independent Registered Public Accounting Firm.
 - 29
-
 Table of Contents
  
 
 In
addition to the matters described above, our manager is involved in a number of
other legal proceedings concerning matters arising in connection with the
conduct of its business activities.  Our manager believes it has
meritorious defenses to each of these actions and intends to defend them
vigorously.  Our manager believes that it is not a party to any other
pending legal or arbitration proceedings that would have a material adverse
effect on our manager’s financial condition or results of operations or cash
flows, although it is possible that the outcome of any such proceedings could
have a material impact on the manager’s net income in any particular
period.
 
 NOTE
N — LEGAL MATTERS INVOLVING THE COMPANY
 
 From time
to time, we may become involved in litigation in the ordinary course of
business.  We do not believe that any pending legal proceedings are
likely to have a material adverse effect on our financial condition or results
of operations or cash flows.  It is not possible to predict the
outcome of any such proceedings.
 
 NOTE
O — SUBSEQUENT EVENTS
 
 The
following subsequent events have been evaluated through November 3, 2009, the
date our financial statements were filed with the SEC.  Events after
this date have not been evaluated in the set of financial statements being
presented for the three and nine months ended September 30, 2009.
 
 On
October 26, 2009, we, VRM I and VRM II sold the Cascadia Canyon, LLC loan for
$6.1 million, of which our portion was approximately $0.4 million, to an
unrelated third party.  No gain or loss resulted from this
transaction.
 
  See
review report of Independent Registered Public Accounting Firm.
 - 30
-
 Table of Contents
  REPORT
OF INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM
 
 
 To the
Members of Vestin Fund III, LLC:
 
 We have
reviewed the accompanying balance sheet of Vestin Fund III, LLC as of September
30, 2009, and the related statements of operations for the three and nine month
periods ended September 30, 2009 and 2008, statements of members’ equity and
other comprehensive loss for the nine month period ended September 30, 2009 and
statements of cash flows for the nine month periods ended September 30, 2009 and
2008. All information included in these financial statements is the
representation of the management of Vestin Fund III, LLC.
 
 We
conducted our review in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting
matters.  It is substantially less in scope than an audit conducted in
accordance with the standards of the Public Company Accounting Oversight Board
(United States), the objective of which is the expression of an opinion
regarding the financial statements taken as a whole.  Accordingly, we
do not express such an opinion.
 
 Based on
our review, we are not aware of any material modifications that should be made
to the accompanying financial statements referred to above for them to be in
conformity with accounting principles generally accepted in the United States of
America.
 
 As
discussed in Note A of the financial statements, on July 2, 2009, the Company’s
members voted to approve to conduct an orderly liquidation of the Company’s
assets.
 
 We have
previously audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the balance sheet of Vestin Fund
III, LLC as of December 31, 2008 and the related statements of income, members’
equity and other comprehensive income (loss) and cash flows for the year then
ended (not presented herein); and in our report dated March 26, 2009, we
expressed an unqualified opinion on those financial statements.  In
our opinion, the information set forth in the accompanying balance sheet as of
December 31, 2008, is fairly stated, in all material respects, in relation to
the balance sheet from which it has been derived.
 
 
 
 /s/ Moore
Stephens Wurth Frazer and Torbet, LLP
 
 
 Orange,
California
 November
3, 2009
 
 
 
 
  - 31
-
 Table of Contents
  ITEM
      2.
              MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND
      RESULTS OF OPERATIONS
 
 The
following is a financial review and analysis of our financial condition and
results of operations for the three and nine months ended September 30, 2009 and
2008.  This discussion should be read in conjunction with our
financial statements and accompanying notes and other detailed information
regarding us appearing elsewhere in this report on Form 10-Q and our report on
Form 10-K, Part II, Item 7 Management’s Discussion and Analysis
of Financial Conditions and Results of Operations for the year ended
December 31, 2008 and our quarterly report filed on Form 10-Q for the three
months ended March 31, 2009 and the six months ended June 30, 2009.
 
 FORWARD-LOOKING
STATEMENTS
 
 Certain
statements in this report, including, without limitation, matters discussed
under this Item 2 Management’s
Discussion and Analysis of Financial Condition and Results of Operations,
should be read in conjunction with the financial statements, related notes, and
other detailed information included elsewhere in this report on Form
10-Q.  We are including this cautionary statement to make applicable
and take advantage of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995.  Statements that are not historical
fact are forward-looking statements.  Certain of these forward-looking
statements can be identified by the use of words such as “believes,”
“anticipates,” “expects,” “intends,” “plans,” “projects,” “estimates,”
“assumes,” “may,” “should,” “will,” or other similar
expressions.  Such forward-looking statements involve known and
unknown risks, uncertainties and other important factors, which could cause
actual results, performance or achievements to differ materially from future
results, performance or achievements.  These forward-looking
statements are based on our current beliefs, intentions and
expectations.  These statements are not guarantees or indicative of
future performance.  Important assumptions and other important factors
that could cause actual results to differ materially from those forward-looking
statements include, but are not limited to, those factors, risks and
uncertainties described in Part II Item 1A Risk Factors of this
Quarterly Report on Form 10-Q and in our other securities filings with the
Securities and Exchange Commission (“SEC”).  Our future financial
condition and results of operations, as well as any forward-looking statements,
are subject to change and involve inherent risks and
uncertainties.  Our estimates of the value of collateral securing our
loans may change, or the value of the underlying property could decline
subsequent to the date of our evaluation.  As a result, such estimates
are not guarantees of the future value of the collateral.  The
forward-looking statements contained in this report are made only as of the date
hereof.  We undertake no obligation to update or revise information
contained herein to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
 
 RESULTS
OF OPERATIONS
 
 OVERVIEW
 
 At a
special meeting of our members held on July 2, 2009, a majority of the members
voted to approve the dissolution and winding up of the Fund, in accordance with
the Plan of Complete Liquidation and Dissolution  (the “Plan”) as set
forth in Annex A of the Fund’s proxy statement filed with the Securities and
Exchange Commission (the “SEC”) pursuant to Section 14(a) of the Securities and
Exchange Act of 1934 on May 11, 2009.  The Plan became effective upon
its approval by the members on July 2, 2009.  As a result, we have
commenced an orderly liquidation and we no longer invest in new real estate
loans.  Our historical operating results may not be indicative of
future results as we implement the Plan.  We anticipate that the
liquidation will be substantially completed by August 31,
2014.  Pursuant to the Plan, we will make liquidating distributions to
members on a quarterly basis as funds become available, subject to any reserve
established by our manager.  Our manager intends to establish a
reserve to cover our on-going expenses and existing and future
obligations.  As of September 30, 2009, our unrestricted cash was
approximately $1.3 million.  During the nine months ended September
30, 2009, our net cash declined by $224,000.  As a result of these
factors and the uncertainties related to timing of loan pay-offs and sales of
foreclosed real estate, we are not able to predict when we will be able to
commence paying liquidating distributions to our members.
 
 Under the
terms of the Plan adopted by a majority of our members, our members no longer
have the right to have their units redeemed by us and we no longer honor any
outstanding redemption requests effective as of July 2, 2009.
  - 32
-
 Table of Contents
  
 
 Prior to
the approval of the Plan, our primary business objective was to generate income
while preserving principal by investing in loans secured by real
estate.  The loan underwriting standards utilized by our manager and
Vestin Originations were less strict than those used by many institutional real
estate lenders.  In addition, one of our competitive advantages was
our ability to approve loan applications more quickly than many institutional
lenders.  As a result, in certain cases, we made real estate loans
that were riskier than real estate loans made by many institutional lenders such
as commercial banks.  However, in return, we sought a higher interest
rate and our manager took steps to mitigate the lending risks such as imposing a
lower loan-to-value ratio.  While we may have assumed more risk than
many institutional real estate lenders, in return, we sought to generate higher
yields from our real estate loans.
 
 Our
operating results are affected primarily by: (i) the amount of capital we
invested in real estate loans, (ii) the level of real estate lending activity in
the markets we service, (iii) the interest rates we are able to charge on our
loans and (v) the level of non-performing assets, foreclosures and related loan
losses that we may experience.
 
 Our
recent operating results have been adversely affected by increases in allowances
for loan losses and increases in non-performing assets.  This negative
trend accelerated sharply during the year ended December 31, 2008 and continues
to affect our operations.  As of September 30, 2009, we had five loans
considered non-performing (i.e., based on current information and events, it is
probable that we will be unable to collect all amounts due according to the
contractual terms of the loan agreement or when the payment of interest is 90
days past due).  These loans are currently carried on our books at a
value of approximately $2.6 million, net of allowance for loan losses of
approximately $2.0 million.  These loans have been placed on
non-accrual of interest status and are the subject of pending foreclosure
proceedings.
 
 Non-performing
assets, net of allowance for loan losses, totaled approximately $3.9 million or
47% of our total assets as of September 30, 2009, as compared to approximately
$8.2 million or 61% of our total assets as of December 31, 2008.  At
September 30, 2009, non-performing assets consisted of approximately $1.3
million of real estate held for sale and approximately $2.6 million of
non-performing loans, net of allowance for loan losses.  One of the
real estate held for sale properties generated net income from rentals totaling
$6,000, during the nine months ended September 30, 2009.  None of the
other properties held for sale generated net income during such time
period.  See Note F – Real Estate Held for Sale and
Note D – Investments In Real
Estate Loans in the notes to the financial statement under Part I, Item I
FinancialStatements of
this Quarterly Report on Form 10-Q.
 
 We
believe that the significant increase in the level of our non-performing assets
is a direct result of the deterioration of the economy and credit
markets.  As the economy has weakened and credit has become more
difficult to obtain, many of our borrowers who develop and sell commercial real
estate projects have been unable to complete their projects, obtain takeout
financing or have been otherwise adversely impacted.  Our exposure to
the negative developments in the credit markets and general economy has likely
been increased by our business strategy, which, until the approval of the Plan
entails more lenient underwriting standards and expedited loan approval
procedures.  Moreover, declining real estate values in the principal
markets in which we operate has in many cases eroded the current value of the
security underlying our loans.
 
 We expect
that the weakness in the credit markets and the weakness in lending will
continue to have an adverse impact upon our markets for the foreseeable
future.  This may result in a further increase in defaults on our
loans and we might be required to record additional reserves based on decreases
in market values or we may be required to restructure loans.  This
increase in loan defaults has materially affected our operating
results.  For additional information regarding our non-performing
loans see “Non-Performing Loans” in Note D – Investments In Real Estate
Loans in the notes to the financial statement under Part I, Item I FinancialStatements of this
Quarterly Report on Form 10-Q.
 
  - 33
-
 Table of Contents
  
 As of
September 30, 2009, our loan-to-value ratio was 77.83%, net of allowances for
loan losses, on a weighted average basis generally using updated
appraisals.  Additional marked increases in loan defaults accompanied
by additional declines in real estate values, as evidenced by updated appraisals
generally prepared on an “as-is-basis,” will continue to have a material adverse
effect upon our financial condition and operating results.  The
current loan-to-value ratio is primarily a result of declining real estate
values, which have eroded the market value of our collateral.
 
 As of
September 30, 2009, we have provided a specific reserve allowance for four
non-performing loans and five performing loans based on updated appraisals of
the underlying collateral and our evaluation of the borrower for these loans,
obtained by our manager.  For further information regarding allowance
for loan losses, refer to Note D – Investments in Real Estate
Loans in the notes to the financial statement under Part I, Item I FinancialStatements of this
Quarterly Report on Form 10-Q.
 
 As of
September 30, 2009, our loans were in the following states: Arizona, California,
Nevada, Oregon and Texas.
 
 SUMMARY
OF FINANCIAL RESULTS
 
 For
      the Three Months
                Ended
      September 30,
              
              
              For
      the Nine Months
                Ended
      September 30,2009
              
              
              2008
              
              
              2009
              
              
              2008Total
      revenues
              
              $
              40,000
              
              
              $
              151,000
              
              
              $
              206,000
              
              
              $
              856,000Total
      operating expenses
              
              
              968,000
              
              
              
              1,040,000
              
              
              
              1,793,000
              
              
              
              3,548,000Non-operating
      income
              
              
              5,000
              
              
              
              (1,195,000
              )
              
              
              18,000
              
              
              
              (1,098,000
              )Loss
      from real estate held for sale
              
              
              (771,000
              )
              
              
              (1,352,000
              )
              
              
              (2,114,000
              )
              
              
              (2,583,000
              )NET
      LOSS
              
              $
              (1,694,000
              )
              
              $
              (3,436,000
              )
              
              $
              (3,683,000
              )
              
              $
              (6,373,000
              )Net
      loss allocated to members per weighted average membership
      units
              
              $
              (0.84
              )
              
              $
              (1.51
              )
              
              $
              (1.76
              )
              
              $
              (2.70
              )Weighted
      average membership units
              
              
              2,024,424
              
              
              
              2,271,557
              
              
              
              2,097,580
              
              
              
              2,357,451Annualized
      rate of return to members (a)
              
              
              -32.91
              %
              
              
              -59.65
              %
              
              
              -23.27
              %
              
              
              -35.79
              %Cash
      distributions
              
              $
              --
              
              
              $
              39,000
              
              
              $
              --
              
              
              $
              689,000Cash
      distributions per weighted average membership units
              
              $
              --
              
              
              $
              0.02
              
              
              $
              --
              
              
              $
              0.29Weighted
      average term of outstanding loans
              
              24
      months
              
              
              21
      months
              
              
              24
      months
              
              
              21
      months
 
 (a)
              The
      annualized rate of return to members is calculated based upon the net GAAP
      income allocated to members per weighted average unit as of September 30,
      2009 and 2008, divided by the number of days during the period (92/92 and
      273/274 days for the three and nine months ended September 30, 2009 and
      2008, respectively) and multiplied by 365/366 days, then divided by the
      weighted average cost per unit ($10.09 for each period,
      respectively).
 
 Comparison
of Operating Results for the three months ended September 30, 2009, to the three
months ended September 30, 2008.
 
 Total
Revenues:  For the three months ended September 30, 2009, total
revenues were $40,000 compared to $151,000 for the same period in 2008, a
decrease of $111,000 or 74% due in significant part to the following
factor:
  - 34
-
 Table of Contents
  
 
 ·
              Interest
      income from investments in real estate loans was $40,000 during the three
      months ended September 30, 2009 compared to $151,000 during the same
      period in 2008.  Our revenue is dependent upon the balance of
      our investment in real estate loans and our ability to collect the
      interest earned on these loans.  As of September 30, 2009, our
      performing loans totaled approximately $2.6 million.  As of
      September 30, 2008, our performing loans totaled approximately $3.2
      million.  The decline in interest income is largely attributable
      to the decrease in performing loans and the foreclosure of a
      non-performing loan, which was re-classed to real estate held for sale,
      totaling $111,000.  We anticipate this downward trend in
      interest income to continue once we start to liquidate the Company
      pursuant to the Plan, as we will no longer invest in new
      loans.  For additional information on our loan portfolio and
      real estate held for sale, see Note D – Investments in Real Estate
      Loans and Note F – Real Estate Held for
      Sale in the notes to the financial statement under Part I, Item I
      FinancialStatements of this Quarterly Report on Form
  10-Q
 
 Total Operating
Expenses:  For the three months ended September 30, 2009 and
2008, total operating expenses were approximately $1.0 million, for each
period.  During the three months ended September 30, 2009 and 2008, we
recognized a provision for loan loss totaling approximately $887,000 and
$944,000, respectively.  The significant recognition in loan losses,
during each period, is primarily a result of declining values in the real estate
market.  See “Specific Reserve Allowances “ in Note D Investments in Real Estate
Loans in the notes to the financial statement under Part I, Item I FinancialStatements of this
Quarterly Report on Form 10-Q.
 
 Non-Operating Income
(Loss):  During the three months ended September 30, 2009,
total non-operating income was $5,000, compared to non-operating loss of
approximately $1.2 million during the same period in 2008, due to the
recognition of an other than temporary impairment of our marketable
securities-related party, totaling approximately $1.2 million for the three
months ended September 30, 2008.  We had no similar loss in the same
period in 2009.
 
 Total Loss from Real Estate Held for
Sale:  For the three months ended September 30, 2009, total
loss from real estate held for sale was approximately $0.8 million compared to
approximately $1.3 million for the three months ended September 30, 2008, a
decrease of approximately $0.5 million or 43%.  Total loss for real
estate held for sale during the three months ended September 30, 2009, mainly
consisted of write-downs on four real estate held for sale properties totaling
approximately $0.7 million.  For the three months ended September 30,
2008, we recognized $1.3 million in write-downs on four real estate held for
sale properties.  For additional information see Note F – Real Estate Held For Sale in
the notes to the financial statement under Part I, Item I FinancialStatements of this
Quarterly Report on Form 10-Q.
 
 Comparison
of Operating Results for the nine months ended September 30, 2009, to the nine
months ended September 30, 2008.
 
 Total
Revenues:  For the nine months ended September 30, 2009, total
revenues were approximately $0.2 million compared to approximately $0.9 million
during the nine months ended September 30, 2008, a decrease of approximately
$0.7 million or 76%.  Revenues were primarily affected by the
following factors in addition to the factor discussed above in Total Revenues for the three
months ended September 30, 2009:
 
 ·
              Interest
      income from investments in real estate loans decreased to approximately
      $154,000 during the nine months ended September 30, 2009, compared to
      approximately $836,000 during the same period in 2008.  This is
      primarily due to the decrease in the balance of our investment in real
      estate loans and the interest earned on these loans during the nine months
      ended September 30, 2009 compared to the nine months ended September 30,
      2008.  In addition, we foreclosed upon four non-performing loans
      and classified them as real estate held for sale, totaling approximately
      $2.2 million.  As of September 30, 2009, our investment in real
      estate loans was approximately $7.1 million compared to our investment in
      real estate loans of approximately $13.7 million as of September 30,
      2008.  We anticipate this downward trend in interest income to
      continue as we continue to liquidate the Company pursuant to the Plan, as
      we will no longer invest in new loans.  For additional
      information see Note D – Investments in Real Estate
      Loans in the notes to the financial statement under Part I, Item I
      FinancialStatements of this Quarterly Report on Form
  10-Q.
 
  - 35
-
 Table of Contents
  
 
 ·
              During
      the nine months ended September 30, 2009, we recognized a gain related to
      the pay off of an investment in real estate loan of approximately
      $51,000.  No similar gain was recognized during the nine months
      ended September 30, 2008.
 
 Total Operating
Expenses:  For the nine months ended September 30, 2009, total
operating expenses were approximately $1.8 million compared to approximately
$3.5 million during the nine months ended September 30, 2008, a decrease of
approximately $1.7 million or 49%.  Expenses were primarily affected
by the allowance for loan losses discussed above in Total Operating Expenses for
the three months ended September 30, 2009.  For the nine months ended
September 30, 2009, we recognized approximately $1.5 million in provision for
loan loss on 11 investments in real estate loans.  For the nine months
ended September 30, 2008, we recognized approximately $3.3 million in provision
for loan loss on 10 investments in real estate loans.  It is premature
at this time for us to determine whether or not the reduction in provision for
loan loss during the nine months ended September 30, 2009, as compared to the
same period in 2008, is indicative of a trend.
 
 Total Non-Operating Income
(Loss):  For the nine months ended September 30, 2009, total
non-operating income was $18,000 compared to total non-operating loss of
approximately $1.1 million during the nine months ended September 30, 2008,
which was due substantially to the recognition of an other than temporary
impairment of our marketable securities-related party, totaling approximately
$1.2 million during the nine months ended September 30, 2008. We had no similar
loss during the same period in 2009.
 
 Total Loss from Real Estate Held for
Sale.For the nine months ended September 30, 2009, total loss
from real estate held for sale was approximately $2.1 million compared to
approximately $2.6 million for the nine months ended September 30,
2008.  During the three months ended September 30, 2009, we wrote–down
approximately $2.0 million on nine real estate held for sale
properties.  For the nine months ended September 30, 2008, we
recognized approximately $2.5 million in write-downs on six real estate held for
sale properties.  For additional information see Note F – Real Estate Held For Sale in
the notes to the financial statement under Part I, Item I FinancialStatements of this
Quarterly Report on Form 10-Q.
 
 Distributions to
Members:  The following is a schedule of distributions made to
members for the nine months ended September 30, 2009 and 2008.
 
 For
      the Nine Months
                Ended
      September 30,2009
              
              
              2008Distribution
      of net income available for distribution
              
              $
              --
              
              
              $
              --Reduction
      to working capital due to net loss
              
              
              --
              
              
              
              (1,718,000
              )Distribution
      in excess of net income available for distribution
              
              
              --
              
              
              
              2,368,000Total
      distributions
              
              $
              --
              
              
              $
              650,000
 
 Net
Income Available for Distributions is a non-GAAP financial measure that is
defined in our Operating Agreement as cash flows from operations, less certain
reserves, and may exceed net income as calculated in accordance with
GAAP.  We have presented net income available for distribution because
management believes this financial measure is useful and important to
members.  Although we generally do not plan to make distributions in
excess of net income available for distribution, we may do so from time to
time.  Any such distribution will be treated as a return of capital
for income tax purposes.  In addition, cash flows from operations,
which are the significant component of net income available for distribution,
affect the capital available for investment in new loans.  This
non-GAAP financial measure should not be considered in isolation or as a
substitute for measures of performance prepared in accordance with GAAP or as an
alternative to cash flows from operating activities as a measure of our
liquidity.  We compensate for these limitations by relying primarily
on our GAAP results and using net income available for distribution only
supplementally.
 
  - 36
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 The most
directly comparable GAAP measure to net income available for distribution is
cash flows from operating activities.  The following table reconciles
net income available for distribution to cash flows from operating activities
and presents the two other major categories of our statement of cash
flows:
 
 For
      the Nine Months
                Ended
      September 30,2009
              
              
              2009Distribution
      of net income available for distribution
              
              $
              --
              
              
              $
              --Distribution
      of working capital
              
              
              --
              
              
              
              650,000Reductions
      to working capital
              
              
              (181,000
              )
              
              
              (2,368,000
              )Realized
      net loss on foreclosure of loans
              
              
              --
              
              
              
              2,280,000Provision
      of doubtful accounts related to receivables
              
              
              2,000
              
              
              
              --Gain
      on sale of real estate held for sale
              
              
              (26,000
              )
              
              
              --Loss
      on sale of real estate held for sale
              
              
              54,000
              
              
              
              38,000Change
      in operating assets and liabilities:Interest
      receivable
              
              
              (2,000
              )
              
              
              157,000Accounts
      payable
              
              
              (47,000
              )
              
              
              (12,000
              )Due
      to related parties
              
              
              (338,000
              )
              
              
              12,000Other
      assets
              
              
              (1,000
              )
              
              
              3,000Net
      cash provided (used) by operating activities
              
              $
              (539,000
              )
              
              $
              760,000Net
      cash provided by investing activities
              
              $
              1,637,000
              
              
              $
              1,237,000Net
      cash used by financing activities
              
              $
              (1,322,000
              )
              
              $
              (3,461,000
              )
 
 Stated Unit Value
Adjustment:  In accordance with Section 7.8 of our Operating
Agreement, our manager reviewed the value of our assets during the three months
ended September 30, 2009.  Based on this review the value of members’
capital accounts was adjusted from $4.88 per unit to $4.04 per unit, as of
October 1, 2009.  The periodic review of the estimated net unit value
includes an analysis of unrealized gains that our manager reasonably believes
exist at the time of the review, but that cannot be added to net asset value
under GAAP.
 
 Redemptions:  At a
special meeting of our members held on July 2, 2009, a majority of the members
voted to approve the dissolution and winding up of the Fund, in accordance with
the Plan of Complete Liquidation and Dissolution  (the “Plan”) as set
forth in Annex A of the Fund’s proxy statement filed with the Securities and
Exchange Commission (the “SEC”) pursuant to Section 14(a) of the Securities and
Exchange Act of 1934 on May 11, 2009.  The Plan became effective upon
its approval by the members on July 2, 2009.  As a result, we have
commenced an orderly liquidation and we no longer invest in new real estate
loans.  We anticipate that the liquidation will be substantially
completed by August 31, 2014.  Pursuant to the Plan, we will make
liquidating distributions to members on a quarterly basis as funds become
available, subject to any reserve established by our manager.  Our
members no longer have the right to have their units redeemed by us and we no
longer honor any outstanding redemption requests effective as of July 2,
2009.  As of September 30, 2009, the total redemptions made from
inception were approximately $10.4 million.  For additional
information regarding members redemptions, see Note H – Members’ Equity in the notes
to the financial statement under Part I, Item I FinancialStatements of this
Quarterly Report on Form 10-Q.
 
 CAPITAL
AND LIQUIDITY
 
 Liquidity
is a measure of a company’s ability to meet potential cash requirements,
including ongoing commitments to fund lending activities and general operating
purposes.  Prior to the approval of the Plan, we invested our
available funds in real estate loans.  Subject to a contingency
reserve, we generally seek to use all of our available funds to invest in real
estate loans.  Distributable cash flow generated from such loans is
paid out to our members.  We do not anticipate the need for hiring any
employees, acquiring fixed assets such as office equipment or furniture, or
incurring material office expenses during the next twelve months because our
manager will manage our affairs.
 
  - 37
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 During
the nine months ended September 30, 2009, net cash flows used by operating
activities approximated $0.5 million.  Operating cash flows were
adversely impacted by the decrease in interest income, related to the decrease
in our investments in real estate loans, of approximately $0.7 million, during
the nine months ended September 30, 2009 compared to the same period in
2008.  In addition, we incurred approximately $2.0 million in
write-downs on real estate held for sale and approximately $1.5 million in
provisions for loan losses during the nine months ended September 30,
2009.  These write-downs and allowances represent the decreases in the
fair value of these properties, which are expected to affect the amount of
proceeds we will receive from future sales of these assets.  Cash
flows related to investing activities consisted of cash provided by loan
payoffs, loan sales and sales of real estate held for sale of approximately $1.9
million, and purchases of investment in real estate loans of $0.5
million.  In addition, our restricted cash was reduced by $285,000,
which we used to reimburse a bank for a letter of credit that it had drawn
upon.  Cash flows used for financing activities consisted of cash used
for members’ redemptions of approximately $1.3 million and proceeds from notes
payable of $45,000.
 
 At
September 30, 2009, we had approximately $1.3 million in unrestricted cash, $0.3
million in marketable securities – related party and approximately $8.3 million
in total assets.  We intend to meet short-term working capital needs
through a contingency reserve, pursuant to the Plan.  We believe we
have sufficient working capital to meet our operating needs during the next 12
months.
 
 In
addition to the foregoing assets, as of September 30, 2009, we had approximately
$0.7 million in restricted cash, which relates to a cash deposit held as
collateral by a banking institution to support rent payments on the property we
sold during November 2006.  The requirement for the deposit expires at
the end of the lease on August 31, 2014.  Vestin Group, the parent of
our manager, was previously our tenant in the building we owned in Las Vegas,
Nevada.  In connection with the sale of such building, we arranged for
a $985,000 letter of credit in favor of the purchaser of the building (the
“Purchaser”), which may be drawn upon by the Purchaser should Vestin Group
default on its lease obligations.  Vestin Group is currently engaged
in a dispute with the Purchaser and has not paid certain amounts allegedly due
under its lease totaling approximately $0.7 million, as of September 30,
2009.  Vestin Group has provided us with a written agreement to fully
indemnify and hold us harmless in the event that the Purchaser draws upon the
letter of credit and we incur an obligation to reimburse the bank, which issued
the letter of credit.  During June 2009, the Purchaser drew $285,000
from the letter of credit; our manager is required to reimburse us for the full
$285,000, before August 2014
 
 Non-performing
assets included loans in non-accrual status, net of allowance for loan losses,
and real estate held for sale totaling approximately $2.6 million and $1.3
million, respectively, as of September 30, 2009, compared to approximately $5.5
million and $2.7 million, respectively, as of December 31, 2008.  It
is possible that no earnings will be recognized from these assets until they are
disposed of, or that no earnings will be recognized at all, and the time it will
take to dispose of these assets cannot be predicted.  Our manager
believes that these non-performing assets have increased in significant part as
a result of conditions in the real estate and credit markets.  We
believe that the continued weakness in real estate markets may result in
additional losses on our real estate held for sale.
 
 As a
commercial real estate lender who was willing to invest in riskier loans, rates
of delinquencies, foreclosures our losses on our loans could be higher than
those generally experienced in the commercial mortgage lending industry during
periods of economic slowdown or recession.  Problems in the sub-prime
residential mortgage market have adversely affected the general economy and the
availability of funds for commercial real estate developers.  We
believe this lack of available funds has led to an increase in defaults on our
loans.  Furthermore, problems experienced in U.S. credit markets since
the summer of 2007 have reduced the availability of credit for many prospective
borrowers.  These problems have made it more difficult for our
borrowers to obtain the anticipated re-financing necessary in many cases to pay
back our loans.  Thus, we have had to work with some of our borrowers
to either modify, restructure and/or extend their loans in order to keep or
restore the loans to performing status.
 
  - 38
-
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 Pursuant
to the Plan, we will make liquidating distributions to members on a quarterly
basis as funds become available, subject to any reserve established by our
manager.  Our manager intends to establish a reserve to cover our
on-going expenses and existing and future obligations.  We currently
have approximately $1.3 million in unrestricted cash.  We are not able
to predict at this time when we will commence making liquidating
distributions.  Members no longer have the right to have their units
redeemed by us and we no longer honor any outstanding redemption requests
effective as of July 2, 2009.  As of September 30, 2009, the total
redemptions made from inception were approximately $10.4 million.  For
additional information regarding members redemptions, see Note H – Members’ Equity in the notes
to the financial statement under Part I, Item I FinancialStatements of this
Quarterly Report on Form 10-Q.
 
 Investments
in Real Estate Loans Secured by Real Estate Portfolio
 
 As of
September 30, 2009, we had investments in 12 real estate loans with a balance of
approximately $7.1 million as compared to investments in 18 real estate loans,
as of December 31, 2008, with a balance of approximately $13.3
million.  In accordance with the Plan, we will no longer invest in new
loans.
 
 As of
September 30, 2009, we had five loans considered non-performing (i.e., based on
current information and events, it is probable that we will be unable to collect
all amounts due according to the contractual terms of the loan agreement or when
the payment of interest is 90 days past due).  These loans are
currently carried on our books at a value of approximately $2.6 million, net of
allowance for loan losses of approximately $2.0 million, which does not include
the allowances of approximately $0.7 million relating to the decrease in the
property value for performing loans as of September 30, 2009.  These
loans have been placed on non-accrual of interest status and are the subject of
pending foreclosure proceedings.  Our manager has evaluated these
loans and, based on current estimates, believes that the value of the underlying
collateral is sufficient to protect us from loss of
principal.  However, such estimates may change, or the value of the
underlying collateral may deteriorate, in which case further losses may be
incurred.
 
 Our
manager periodically reviews and makes a determination as to whether the
allowance for loan losses is adequate to cover any potential
losses.  Additions to the allowance for loan losses are made by
charges to the provision for loan loss.  Recoveries of previously
charged off amounts are credited to the allowance for loan losses or included as
income when the asset is disposed.  As of September 30, 2009, we have
provided a specific reserve related to four non-performing loans and five
performing loans, based on updated appraisals and evaluation of the borrower
obtained by our manager, totaling approximately $2.7 million.  Our
manager evaluated these loans and concluded that the remaining underlying
collateral was sufficient to protect us against further losses of principal or
interest.  Our manager will continue to evaluate these loans in order
to determine if any other allowance for loan losses should be
recorded.
 
 During
the nine months ended September 30, 2009, we foreclosed upon four properties,
totaling approximately $2.2 million, and classified them as real estate held for
sale.  For additional information on our investments in real estate
loans, refer to Note D – Investments In Real Estate
Loans and Note F – Real
Estate Held for Sale in the notes to the financial statement under Part
I, Item I FinancialStatements of this Quarterly Report on Form 10-Q.
 
 Asset
Quality and Loan Reserves
 
 Losses
may occur from investing in real estate loans.  The amounts of losses
will vary as the loan portfolio is affected by changing economic conditions and
the financial condition of borrowers.
 
 The
conclusion that a real estate loan is uncollectible or that collectability is
doubtful is a matter of judgment.  On a quarterly basis, our manager
evaluates our real estate loan portfolio for impairment.  The fact
that a loan is temporarily past due does not necessarily mean that the loan is
non-performing.  Rather, all relevant circumstances are considered by
our manager to determine impairment and the need for specific
reserves.  Such evaluation, which includes a review of all loans on
which full collectability may not be reasonably assured, considers among other
matters:
  - 39
-
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 ·
              Prevailing
      economic conditions;
 
 ·
              Historical
      experience;
 
 ·
              The
      nature and volume of the loan
portfolio;
 
 ·
              The
      borrowers’ financial condition and adverse situations that may affect the
      borrowers’ ability to pay;
 
 ·
              Evaluation
      of industry trends; and
 
 ·
              Estimated
      net realizable value of any underlying collateral in relation to the real
      estate loan amount.
 
 Based
upon this evaluation, a determination is made as to whether the allowance for
loan losses is adequate to cover any potential losses.  Additions to
the allowance for loan losses are made by charges to the provision for loan
loss.  Recoveries of previously charged off amounts are credited to
the allowance for loan losses.  For additional information regarding
the roll-forward of the allowance for loan losses for the nine months ended
September 30, 2009, refer to Note D – Investments In Real Estate
Loans in the notes to the financial statement under Part I, Item I FinancialStatements of this
Quarterly Report on Form 10-Q.
 
 Investments
in Real Estate Held for Sale
 
 At
September 30, 2009, we held eight properties with a total carrying value of
approximately $1.3 million, which were acquired through foreclosure and recorded
as investments in real estate held for sale.  Our investments in real
estate held for sale are accounted for at the lower of cost or fair value less
costs to sell with fair value based on appraisals and knowledge of local market
conditions.  It is not our intent to invest in or to own real estate
as a long-term investment.  We seek to sell properties acquired
through foreclosure as quickly as circumstances permit taking into account
current economic conditions.  For additional information on our
investments in real estate held for sale, refer to Note F – Real Estate Held for Sale in
the notes to the financial statement under Part I, Item I FinancialStatements of this
Quarterly Report on Form 10-Q.
 
 OFF-BALANCE
SHEET ARRANGEMENTS
 
 We do not
have any interests in off-balance sheet special purpose entities nor do we have
any interests in non-exchange traded commodity contracts.
 
 CONTRACTUAL
OBLIGATIONS
 
 As of
September 30, 2009, we had no contractual obligations.  See Note J –
Notes Payable in the
notes to the financial statement under Part I, Item I FinancialStatements of this
Quarterly Report on Form 10-Q.
 
 RELATED
PARTY TRANSACTIONS
 
 From time
to time, we may sell investments in real estate loans to our manager or other
related parties pursuant to the terms of our Operating Agreement without a
premium.  No gain or loss is recorded on these transactions, as it is
not our intent to make a profit on the sale of such investments.  For
further information regarding related party transactions, refer to Note G –
Related Party
Transactions in the notes to the financial statement under Part I, Item I
FinancialStatements of
this Quarterly Report on Form 10-Q.
 
  - 40
-
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 CRITICAL
ACCOUNTING ESTIMATES
 
 Revenue
Recognition
 
 Interest
income on loans is accrued by the effective interest method.  We do
not accrue interest income from loans once they are determined to be
non-performing.  A loan is considered non-performing when, based on
current information and events, it is probable that we will be unable to collect
all amounts due according to the contractual terms of the loan agreement or when
the payment of interest is 90 days past due.
 
 The
following table presents a sensitivity analysis, averaging the balance of our
loan portfolio at the end of the last six quarters, to show the impact on our
financial condition at September 30, 2009, from fluctuations in weighted average
interest rate charged on loans as a percentage of the loan
portfolio:
 
 Changed Assumption
              
              Increase
      (Decrease) in
                Interest
      IncomeWeighted
      average interest rate assumption increased by 1.0% or 100 basis
      points
              
              $
              119,000Weighted
      average interest rate assumption increased by 5.0% or 500 basis
      points
              
              $
              595,000Weighted
      average interest rate assumption increased by 10.0% or 1,000 basis
      points
              
              $
              1,189,000Weighted
      average interest rate assumption decreased by 1.0% or 100 basis
      points
              
              $
              (119,000
              )Weighted
      average interest rate assumption decreased by 5.0% or 500 basis
      points
              
              $
              (595,000
              )Weighted
      average interest rate assumption decreased by 10.0% or 1,000 basis
      points
              
              $
              (1,189,000
              )
 
 The
purpose of this analysis is to provide an indication of the impact that the
weighted average interest rate fluctuations would have on our financial
results.  It is not intended to imply our expectation of future
revenues or to estimate earnings.  We believe that the assumptions
used above are appropriate to illustrate the possible material impact on the
financial statements.
 
 Allowance for Loan
Losses
 
 We
maintain an allowance for loan losses on our investments in real estate loans
for estimated credit impairment in our investment in real estate loans
portfolio.  Our manager’s estimate of losses is based on a number of
factors including the types and dollar amounts of loans in the portfolio,
adverse situations that may affect the borrower’s ability to repay, prevailing
economic conditions and the underlying collateral securing the
loan.  Additions to the allowance are provided through a charge to
earnings and are based on an assessment of certain factors, which may indicate
estimated losses on the loans.  Actual losses on loans are recorded as
a charge-off or a reduction to the allowance for loan
losses.  Subsequent recoveries of amounts previously charged off are
added back to the allowance or included as income.
 
 The
following table presents a sensitivity analysis to show the impact on our
financial condition at September 30, 2009, from increases and decreases to our
allowance for loan losses as a percentage of the loan portfolio:
 
 Changed Assumption
              
              Increase
      (Decrease) in Allowance for Loan LossesAllowance
      for loan losses assumption increased by 1.0% of loan
    portfolio
              
              $
              71,000Allowance
      for loan losses assumption increased by 5.0% of loan
    portfolio
              
              $
              355,000Allowance
      for loan losses assumption increased by 10.0% of loan
      portfolio
              
              $
              711,000Allowance
      for loan losses assumption decreased by 1.0% of loan
    portfolio
              
              $
              (71,000
              )Allowance
      for loan losses assumption decreased by 5.0% of loan
    portfolio
              
              $
              (355,000
              )Allowance
      for loan losses assumption decreased by 10.0% of loan
      portfolio
              
              $
              (711,000
              )
 
  - 41
-
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 Estimating
allowances for loan losses requires significant judgment about the underlying
collateral, including liquidation value, condition of the collateral, competency
and cooperation of the related borrower and specific legal issues that affect
loan collections or taking possession of the property.  As a
commercial real estate lender, which had invested in loans to borrowers who may
not meet the credit standards of other financial institutional lenders, the
default rate on our loans could be higher than those generally experienced in
the mortgage lending industry.  We, our manager and Vestin
Originations generally approved loans more quickly than other real estate
lenders and, due to our expedited underwriting process, there is a risk that the
credit inquiries we performed did not reveal all material facts pertaining to a
borrower and the security.
 
 We may
discover additional facts and circumstances as we continue our efforts in the
collection and foreclosure processes.  This additional information
often causes management to reassess its estimates.  In recent years,
we have revised estimates of our allowance for loan
losses.  Circumstances that may cause significant changes in our
estimated allowance include, but are not limited to:
 
 ·
              Declines
      in real estate market conditions that can cause a decrease in expected
      market value;
 
 ·
              Discovery
      of undisclosed liens for community improvement bonds, easements and
      delinquent property taxes;
 
 ·
              Lack
      of progress on real estate developments after we advance
      funds.  We customarily utilize disbursement agents to monitor
      the progress of real estate developments and approve loan
      advances.  After further inspection of the related property,
      progress on construction occasionally does not substantiate an increase in
      value to support the related loan
advances;
 
 ·
              Unanticipated
      legal or business issues that may arise subsequent to loan origination or
      upon the sale of foreclosed upon property;
and
 
 ·
              Appraisals,
      which are only opinions of value at the time of the appraisal, may not
      accurately reflect the value of the
property.
 
 Real Estate Held for
Sale
 
 Real
estate held for sale includes real estate acquired through foreclosure and will
be carried at the lower of the recorded amount, inclusive of any senior
indebtedness, or the property's estimated fair value, less estimated costs to
sell, with fair value based on appraisals and knowledge of local market
conditions.  While pursuing foreclosure actions, we seek to identify
potential purchasers of such property.  It is not our intent to invest
in or to own real estate as a long-term investment.  We seek to sell
properties acquired through foreclosure as quickly as circumstances permit,
subject to current economic conditions.  The carrying values of real
estate held for sale are assessed on a regular basis from updated appraisals,
comparable sales values or purchase offers.
 
 Management
classifies real estate held for sale when the following criteria are
met:
 
 ·
              Management
      commits to a plan to sell the
properties;
 
 ·
              The
      property is available for immediate sale in its present condition subject
      only to terms that are usual and
customary;
 
 ·
              An
      active program to locate a buyer and other actions required to complete a
      sale have been initiated;
 
 ·
              The
      sale of the property is probable;
 
 ·
              The
      property is being actively marketed for sale at a reasonable price;
      and
 
 ·
              Withdrawal
      or significant modification of the sale is not
  likely.
  - 42
-
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 ITEM
      3.
              QUANTITATIVE
      AND QUALITATIVE DISCLOSURESABOUT MARKET
      RISK
 
 We are
exposed to market risk, primarily from changes in interest rates.  We
do not deal in any foreign currencies and do not own any options, futures or
other derivative instruments.  We do not have a significant amount of
debt.
 
 Most of
our assets consist of investments in real estate loans.  At September
30, 2009, our aggregate investment in real estate loans was approximately $4.4
million, net of allowance of approximately $2.7 million, with a weighted average
effective interest rate of 10.41%.  The weighted average interest rate
of 10.41% is based on the contractual terms of the loans for the entire
portfolio including non-performing loans.  The weighted average
interest rate on performing loans only, as of September 30, 2009, was
8.41%.  Most of the real estate loans had an initial term of 12
months.  The weighted average term of outstanding loans, including
extensions, at September 30, 2009, was 24 months.  All of the
outstanding real estate loans at September 30, 2009, were fixed rate
loans.  All of the real estate loans are held for investment purposes;
none are held for sale.  We intend to hold such real estate loans to
maturity.  As of September 30, 2009, none of our loans had a
prepayment penalty, although seven of our loans, totaling approximately $3.1
million, had an exit fee.  Out of the seven loans with an exit fee,
three loans, totaling approximately $2.0 million, were considered non-performing
as of September 30, 2009.
 
 Market
fluctuations in interest rates generally do not affect the carrying value of our
investment in real estate loans.  However, significant and sustained
changes in interest rates could affect our operating results.  If
interest rates decline significantly, some of the borrowers could prepay their
loans with the proceeds of a refinancing at lower interest
rates.  This would reduce our earnings and funds available for
dividend distribution to stockholders.  On the other hand, a
significant increase in interest rates could result in a slowdown in real estate
development activity that would reduce the demand for commercial real estate
loans.  We are not in a position to quantify the potential impact on
our operating results from a material change in interest rates.
 
 The
following table contains information about the investment of real estate loans
in our portfolio as of September 30, 2009.  The presentation
aggregates the investment in real estate loans by their maturity dates for
maturities occurring in each of the years 2009 through 2013 and thereafter and
separately aggregates the information for all maturities arising after
2013.  The carrying values of these assets approximate their fair
value as of September 30, 2009.  See Note K – Fair Value in the notes to
the financial statement under Part I, Item I FinancialStatements of this
Quarterly Report on Form 10-Q.
 
 Interest
      Earning Assets
                Aggregated
      by Maturity at September 30, 2009Interest
      Earning Assets
              
              2009
              
              
              2010
              
              
              2011
              
              
              2012
              
              
              2013
              
              
              Thereafter
              
              
              Total(a)Investments
      In Real Estate Loans
              
              $
              5,031,000
              
              
              $
              1,068,000
              
              
              $
              1,008,000
              
              
              $
              --
              
              
              $
              --
              
              
              $
              --
              
              
              $
              7,107,000Weighted
      Average Interest Rates
              
              
              11.42%
              
              
              
              10.72%
              
              
              
              4.99%
              
              
              
              --%
              
              
              
              --%
              
              
              
              --%
              
              
              
              10.41%
  (a)
              Amounts
      include the balance of non-performing loans and loans that have been
      extended subsequent to September 30,
2009.
 
 At
September 30, 2009, we also had approximately $1.6 million invested in cash and
marketable securities – related party (VRM II).  We believe that these
financial assets do not give rise to significant interest rate risk due to their
short-term nature.
 
  - 43
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 ITEM
      4.
              CONTROLS
      AND PROCEDURES
 
 Evaluation of Disclosure
Controls and Procedures
 
 We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms, and that such information is accumulated and
communicated to our manager, including our manager’s Chief Executive Officer
(“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely
decisions regarding required financial disclosure.  In connection with
the preparation of this Report on Form 10-Q, our manager carried out an
evaluation, under the supervision and with the participation of our manager’s
CEO and CFO, as of September 30, 2009, of the effectiveness of the design and
operation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) under the Exchange Act.  Based upon our manager’s
evaluation, our manager’s CEO and CFO concluded that, as of September 30, 2009,
our disclosure controls and procedures are designed at a reasonable assurance
level and are effective to provide reasonable assurance that information we are
required to disclose in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
by the SEC’s rules and forms, and that such information is accumulated and
communicated to our management, including our manager’s CEO and CFO, as
appropriate, to allow timely decisions regarding required
disclosure.
 
 Because
of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues within our company have
been or will be detected.  Even effective internal control over
financial reporting can only provide reasonable assurance with respect to
financial statement preparation.  Furthermore, because of changes in
conditions, the effectiveness of internal control over financial reporting may
vary over time.  Our manager, including our manager’s CEO and CFO,
does not expect that our controls and procedures will prevent all
errors.
 
 The
certifications of our manager’s CEO and CFO required under Section 302 of the
Sarbanes-Oxley Act have been filed as Exhibits 31.1 and 31.2 to this
report.
 
 Changes in Internal Control
Over Financial Reporting
 
 As
required by Rule 13a-15(d) under the Exchange Act, our management, including our
CEO and our CFO, has evaluated our internal control over financial reporting to
determine whether any changes occurred during the third fiscal quarter of 2009
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.  Based on that
evaluation, there has been no such change during the third fiscal quarter of
2009.
 
 ITEM
      4T.
              CONTROLS
      AND PROCEDURES
 
 Not
applicable.
 
 PART
II – OTHER INFORMATION
 
 ITEM
      1.
              LEGAL
      PROCEEDINGS
 
 Please
refer to Note M – Legal
Matters Involving the Manager and Note N – Legal Matters Involving the
Company in the notes to the financial statement under Part I, Item I
FinancialStatements of
this Quarterly Report on Form 10-Q, for information regarding our legal
proceedings, which are incorporated herein by reference.
 
 ITEM
      1A.
              RISK
      FACTORS
 
 In
considering our future performance and any forward-looking statements made in
this report, the material risks described below should be considered
carefully.  These factors should be considered in conjunction with the
other information included elsewhere in this report.
 
  - 44
-
 Table of Contents
  
 RISK
FACTORS RELATING TO THE PLAN AND DISSOLUTION
 
 Our status as a dissolving company
may adversely affect our dealings with potential buyers of foreclosed
properties, existing borrowers and other third parties.
 
 We may
have a more difficult time dealing with potential buyers of foreclosed
properties, existing borrowers and other third parties who are aware of our
status as a dissolving company.  In particular, we may not be able to
locate a buyer willing to pay full fair market value on our real estate held for
sale if such buyer is aware of our status as a dissolving company and our
interest in liquidating such assets as promptly as is
practicable.  Further, although our borrowers are bound by the
existing terms of their real estate loans, some borrowers may seek to leverage
our status as a dissolving company in negotiating settlements and compromises
relating to their existing debt.  Accordingly, the amount we
distribute to our members may be less than anticipated if our dealings with
potential buyers, our borrowers and other third parties are adversely affected
as a result of our status as a dissolving company.
 
 We
cannot determine with certainty the amount of distributions that we will make to
our members.
 
 The
amount of distributions that we will make to our members will depend on a
variety of factors, including, but not limited to, the net proceeds we will
receive from the sale of our remaining assets and from servicing our Mortgage
Assets in accordance with their terms, the resolution of any litigation and
other contingent liabilities, the amount of expenses being incurred in
connection with the Dissolution, the amount required to settle known and unknown
debts and liabilities, and other factors.  Due to uncertainties
regarding payoff of our outstanding existing loans and the amounts we will
receive from sales of our real estate held for sale, we cannot predict the
amount of distributions that we will make to our members upon our
Dissolution.
 
 Defaults
in our real estate loans and any failure to recover the full value of our
investment in real estate loans that have defaulted through the foreclosure of
the underlying real estate collateral will reduce the amount of distributions
that we will make to our members.
 
 In
accordance with the Plan, our manager will liquidate the Company’s assets as
promptly as is consistent with recovering the fair market value thereof, either
by sale to third parties or by servicing the Company’s outstanding Mortgage
Assets in accordance with their terms.  Therefore, the amount of
distributions will depend, in significant part, upon the ability of borrowers to
pay off our existing real estate loans in a timely manner and the amounts we
receive from the sale or other disposition of real estate we acquired through
foreclosures.
 
 As of
September 30, 2009, we had in our portfolio approximately $2.6 million in
non-performing loans, net of allowance for loan losses of approximately $2.0
million, which does not include allowances of approximately $0.7 million
relating to the decrease in the property value for performing loans, and
approximately $1.3 million of real estate held for sale for a total of
approximately $3.9 million in non-performing assets, which represented
approximately 54% of our total members’ equity and 47% of our total
assets.  We believe this is largely attributable to difficulties in
the real estate and credit markets.  At this time, we are not able to
predict how long such difficult economic conditions will continue.
 
 As of
September 30, 2009, all of our loans provided for payments of interest only with
a “balloon” payment of principal payable in full at the end of the
term.  The success of a borrower’s ability to repay its real estate
loan obligation in a large lump-sum payment may be dependent upon the borrower’s
ability to refinance the obligation or otherwise raise a substantial amount of
cash.  We are of the opinion that problems in the sub-prime
residential mortgage market have adversely affected the general economy and the
availability of funds for commercial real estate developers.  We
believe this lack of available funds has led to an increase in defaults on our
loans.  Furthermore, problems experienced in U.S. credit markets since
the summer of 2007 have reduced the availability of credit for many prospective
borrowers.  These problems have made it more difficult for our
borrowers to obtain the anticipated re-financing necessary to pay back our
loans.
 
 Thus, an
extended period of illiquidity in the credit markets could result in a material
increase in the number of our loans that are not paid back on
time.  Any failure of our borrowers to pay interest and principal on
our outstanding loans when due can be expected to reduce the amount of
distributions to our members.
  - 45
-
 Table of Contents
  
 
 In
addition, the amount of distributions will be reduced if we are unable to
recover the full value of our investment in loans that have defaulted through
foreclosure of the underlying real estate collateral.  We depend upon
our real estate security to protect us on the loans that we make.  We
depend upon the skill of independent appraisers to value the security underlying
our loans.  However, notwithstanding the experience of the appraisers,
they may make mistakes, or the value of the real estate may decrease due to
subsequent events.  Our appraisals are generally dated within 12
months of the date of loan origination and may have been commissioned by the
borrower.  Therefore, the appraisals may not reflect a decrease in the
value of the real estate due to events subsequent to the date of the
appraisals.  In addition, most of the appraisals were prepared on an
as-if developed basis, which approximates the post-construction value of the
collateralized property assuming such property is developed.  As-if
developed values on raw land loans or acquisition and development loans often
dramatically exceed the immediate sales value and may include anticipated zoning
changes and successful development by the purchaser upon which development is
dependent on availability of financing.  As most of the appraisals
were prepared on an as-if developed basis, if the loan goes into default prior
to completion of the project, the market value of the property may be
substantially less than the appraised value.  As a result, there may
be less security than anticipated at the time the loan was originally
made.  If there is less security and a default occurs, we may not
recover the full amount of our loan, thus reducing the amount of proceeds
available to distribute.
 
 Difficulties
in the real estate markets may reduce the amounts we receive from the sale of
properties that we own.
 
 Real
estate markets in the states where we operate, including Oregon, Nevada and
California, have been adversely affected by declining values, increased rates of
default on loans secured by real estate and constraints in the credit
markets.  These conditions may continue for several
years.  The amount of proceeds we are able to generate from the sale
of real estate that we own may be adversely affected by such
conditions.  While we will not be required to complete the sales of
such properties in any specific time frame, a prolonged recession in real estate
will likely have the affect of reducing the proceeds we generate from such sales
and the amounts we have available to pay as liquidating distributions to
Members.
 
 There
can be no assurances concerning the prices at which our real estate held for
sale will be sold.
 
 Real
estate market values are constantly changing and fluctuate with changes in
interest rates, the availability of suitable buyers, the perceived quality and
dependability of income flows from tenancies and other factors that are
generally beyond our control.  As a result, the actual prices at which
we are able to sell our real estate held for sale may be less than the amounts
we anticipate, which would result in a reduction in the amount we expect to
distribute to our members.  The amount available for distributions may
also be reduced if the expenses we incur in selling our real estate held for
sale are greater than anticipated.
 
 We
may not meet the anticipated timing for the Dissolution and
Liquidation.
 
 We are
working toward the sale of our remaining assets and the winding up of our
remaining business.  We expect that the Company will make
distributions as cash becomes available on a quarterly
basis.  However, no distributions are expected before we have an
adequate reserve to cover our on-going expenses and existing and future
obligations.  Our manager currently is planning on establishing a
reserve and we currently have approximately $1.3 million in unrestricted
cash.  No assurance can be given as to the amounts to be distributed
or the timing of distributions.  The Company will make a final
liquidating distribution after we have completed the winding up of our business
operations and made appropriate provision for any remaining
obligations.  There is no time period required by the Plan, our
Operating Agreement or law within which the Company must wind up its affairs and
complete its liquidation.  During the process of winding up, the
Manager will have the discretion to extend the maturity date of any loan in
accordance with the terms of the loan.  We anticipate that the
liquidation of our real estate loans may take up to two years and the sale of
foreclosed properties may take up to five years, with the Dissolution process
being substantially completed by August 31, 2014.  There are a number
of factors that could delay our anticipated timetable, including the
following:
  - 46
-
 Table of Contents
  
 
 ·
              Delays
      in the sale of real estate held by us through foreclosures, which may take
      many years to complete due to the time required to resolve pending
      litigation and bankruptcy matters involving foreclosed properties and to
      identify suitable buyers and consummate the sale of such
      properties;
 
 ·
              Delays
      in distributions resulting from defaults in the payment of interest or
      principal when due on our real estate
loans;
 
 ·
              Lawsuits
      or other claims asserted by or against
us;
 
 ·
              Unanticipated
      legal, regulatory or administrative requirements;
  and
 
 ·
              Delays
      in settling our remaining
obligations.
 
 We
own certain of our mortgage assets jointly with other parties whose consent to
sale of the properties we may not be able to obtain.
 
 Some of
our mortgage assets are jointly held with other parties, many of whom are
affiliates whose loan portfolios are managed by our manager.  Because
of the nature of joint ownership, sale of these assets will require the Company
and its co-owners to agree on the terms of each property sale before such sale
can be effected.  The principal terms of sale on which we must reach
agreement with the joint owners include sale price, payment terms, closing
contingencies for the benefit of the buyer and post-closing obligations of the
sellers to reimburse the buyer for losses incurred as a result of a breach of a
representation or warranty made by the sellers with respect to these jointly
held assets.  There can be no assurance that the Company and its
co-owners will agree on satisfactory sales terms for any of such
assets.  If the parties are unable to agree, the matter could
ultimately go before a court of law, and a judicial partition could be
sought.  These legal proceedings would entail additional expense and
delay in completing the sale of the jointly owned mortgage assets.
 
 Members
may be liable to our creditors for the amount received from us if we are unable
to meet our obligations to third parties.
 
 Under
Nevada law, if we are unable to meet our obligations to third parties, then each
member who received liquidating distributions could be held liable for payment
to our creditors for their pro rata share of the amounts due such
creditors.  The liability of any member would be limited to the amount
of such liquidating distributions previously received by such member from
us.  Accordingly, in such event, a member could be required to return
all such distributions received from the Company.  If a member has
paid taxes on liquidating distributions previously received, a repayment of all
or a portion of such amount could result in a member incurring a net tax cost if
the member’s repayment of an amount previously distributed does not cause a
commensurate reduction in taxes payable.  Any contingency reserve
established by us may not be adequate to cover any expenses and
liabilities.  As of September 30, 2009, our total liabilities were
approximately $1.1 million.  We intend to establish a reserve to pay
all outstanding obligations before the Company is dissolved.  The
amount of the reserve may be increased or decreased by our manager based upon
its evaluation of the amounts necessary to meet our obligations.
 
 We
will continue to incur claims, liabilities and expenses, which will reduce the
amount available for distribution to members.
 
 We will
continue to incur claims, liabilities, and expenses as we wind
up.  These expenses and liabilities will reduce the amount ultimately
available for distribution to our members.
 
  - 47
-
 Table of Contents
  
 ADDITIONAL
RISKS RELATED TO OUR BUSINESS
 
 Investments
in second deeds of trust and wraparound loans are subject to the rights of the
first deed of trust.
 
 As of
September 30, 2009, approximately 13.87% of our loans were secured by second
deeds of trust.  In a second deed of trust, our rights as a lender,
including our rights to receive payment on foreclosure, will be subject to the
rights of the first deed of trust.  Because both of these types of
loans are subject to the first deed of trust’s right to payment on foreclosure,
we incurred a greater risk when we invested in these types of loans and we may
not be able to collect the full amount of our loan and may provide an allowance
for the full amount of the loan.  Subsequent decreases in the value of
loans secured by first deeds of trust, due to sales and foreclosures, have
resulted in an increase in the percentage of our portfolio secured by second
deeds of trust.  As of September 30, 2009, one of our four loans
secured by second deeds of trust was considered non-performing.  This
non-performing loan totaled $14.0 million, of which our portion is approximately
$0.2 million.  Our book value, net of allowance for loan losses, for
these three non-performing loans is approximately $0.1 million.
 
 Our
loans are not guaranteed by any governmental agency.
 
 Our loans
are not insured or guaranteed by a federally owned or guaranteed mortgage
agency.  Consequently, our recourse, if there is a default, may be to
foreclose upon the real property securing a loan and/or pursuing the borrower’s
guarantee of the principal.  The value of the foreclosed property may
have decreased and may not be equal to the amount outstanding under the
corresponding loan, resulting in a decrease of the amount available to
distribute.
 
 We
may have difficulty protecting our rights as a secured lender.
 
 We
believe that our loan documents will enable us to enforce our commercial
arrangements with borrowers.  However, the rights of borrowers and
other secured lenders may limit our practical realization of those
benefits.  For example:
 
 ·
              Judicial
      foreclosure is subject to the delays of protracted
      litigation.  Although we expect non-judicial foreclosure to be
      quicker, our collateral may deteriorate and decrease in value during any
      delay in foreclosing on it;
 
 ·
              The
      borrower’s right of redemption during foreclosure proceedings can deter
      the sale of our collateral and can for practical purposes require us to
      manage the property;
 
 ·
              Unforeseen
      environmental hazards may subject us to unexpected liability and
      procedural delays in exercising our
rights;
 
 ·
              The
      rights of senior or junior secured parties in the same property can create
      procedural hurdles for us when we foreclose on
  collateral;
 
 ·
              Required
      licensing and regulatory approvals may complicate our ability to foreclose
      or to sell a foreclosed property where our collateral includes an
      operating business;
 
 ·
              We
      may not be able to pursue deficiency judgments after we foreclose on
      collateral; and
 
 ·
              State
      and federal bankruptcy laws can prevent us from pursuing any actions,
      regardless of the progress in any of these suits or
      proceedings.
 
  - 48
-
 Table of Contents
  
 By
becoming the owner of property, we may incur additional obligations, which may
reduce the amount of funds available for distribution.
 
 We intend
to own real property only if we foreclose on a defaulted loan and purchase the
property at the foreclosure sale.  Acquiring a property at a
foreclosure sale may involve significant costs.  If we foreclose on
the security property, we expect to obtain the services of a real estate broker
and pay the broker’s commission in connection with the sale of the
property.  We may incur substantial legal fees and court costs in
acquiring a property through contested foreclosure and/or bankruptcy
proceedings.  In addition, significant expenditures, including
property taxes, maintenance costs, mortgage payments, insurance costs and
related charges, must be made on any property we own regardless of whether the
property is producing any income.  See Note F – Real Estate Held for Sale in
the notes to the financial statement under Part I, Item I FinancialStatements of this
Quarterly Report on Form 10-Q.
 
 Under
applicable environmental laws, any owner of real property may be fully liable
for the costs involved in cleaning up any contamination by materials hazardous
to the environment.  Even though we might be entitled to
indemnification from the person that caused the contamination, there is no
assurance that the responsible person would be able to indemnify us to the full
extent of our liability.  Furthermore, we would still have court and
administrative expenses for which we may not be entitled to
indemnification.
 
 MANAGEMENT
AND CONFLICTS OF INTEREST RISKS
 
 We
rely on our manager to manage our day-to-day operations.
 
 We will
rely upon our manager to manage the winding down and liquidation of our
business.  The funds distributable to members through this process
will depend, to a large extent, upon the efforts and skills of our
manager.  Our manager’s duties to our members are generally governed
by the terms of our Operating Agreement, rather than by common law principles of
fiduciary duty.  Moreover, our manager is not required to devote its
employees’ full time to our business and may devote time to business interests
competitive to our business.
 
 Our
success depends on certain key personnel, the loss of whom could adversely
affect our operating results, and on our manager’s ability to attract and retain
qualified personnel.
 
 Our
success depends in part upon the continued contributions of Michael V. Shustek,
Chief Executive Officer and President of our manager.  We also rely
upon Rocio Revollo who functions as the equivalent of our Chief Financial
Officer and who has extensive familiarity with the company and our accounting
systems.  Ms. Revollo’s services are furnished to us pursuant to an
accounting services agreement entered into by our manager and Strategix
Solutions, LLC.  If Mr. Shustek were to cease their employment with
our manager, or if Ms. Revollo’s services were no longer available through
Strategix Solutions, they might be difficult to replace and our operating
results could suffer.  Mr. Shustek is not subject to an employment,
non-competition or confidentiality agreement with our manager, or us and we do
not maintain “key man” life insurance policies on him.  Strategix
Solutions has the right to terminate its agreement with our manager on 90 days
notice.  Ms. Revollo does not have an employment agreement with
Strategix Solutions.
 
 Any indemnification of our manager by
us will decrease the amount available for distribution.
 
 Pursuant
to our Operating Agreement, we may be required to indemnify our manager or any
of its affiliates, agents, or attorneys from any action, claim or liability
arising from any act or omission made in good faith and in performance of its
duties under the Operating Agreement.  The availability of such
indemnification may reduce the amount of funds we have available for
distribution.  We do not have an independent board of directors to
review and approve any proposed indemnification of our manager pursuant to the
Operating Agreement.
 
  - 49
-
 Table of Contents
  
 Vestin
Mortgage serves as our manager pursuant to our Operating
Agreement.  It may be difficult to terminate Vestin Mortgage and our
Operating Agreement does not reflect arm’s length negotiations.
 
 Pursuant
to the terms of our Operating Agreement, Vestin Mortgage acts as our
manager.  The term of the Operating Agreement is for the duration of
our existence.  Vestin Mortgage may only be terminated as manager upon
the affirmative vote of a majority of members entitled to vote on the
matter.  Consequently, it may be difficult to replace our manager in
the event that our performance does not meet expectations or for other
reasons.  The Operating Agreement was negotiated by related parties
and may not reflect terms as favorable as those subject to arm’s length
bargaining.
 
 Our
manager will face conflicts of interest concerning the allocation of its
personnel’s time.
 
 Our
manager is also the manager of VRM I, VRM II and inVestin, companies with
investment objectives similar to ours.  Our manager and Mr. Shustek,
who indirectly owns 100% of our manager, anticipate that they may also sponsor
other real estate programs having investment objectives similar to
ours.  As a result, our manager and Mr. Shustek may have conflicts of
interest in allocating their time and resources between our business and other
activities.  During times of intense activity in other programs and
ventures, our manager and its key people will likely devote less time and
resources to our business than they ordinarily would.  Our Operating
Agreement does not specify a minimum amount of time and attention that our
manager and its key people are required to devote to our
company.  Thus, our manager may not spend sufficient time managing our
operations, which could result in our not meeting our investment
objectives.
 
 We
might incur losses if our manager’s parent defaults on a lease obligation,
thereby triggering certain obligations under an outstanding letter of
credit.
 
 Vestin
Group, the parent of our manager, was previously our tenant in a building we
owned in Las Vegas, Nevada.  In connection with the sale of such
building, we arranged for a $985,000 letter of credit in favor of the purchaser
of the building (the “Purchaser”), which may be drawn upon by the Purchaser
should Vestin Group default on its lease obligations.  Vestin Group is
currently engaged in a dispute with the Purchaser and has not paid certain
amounts allegedly due under its lease totaling approximately $0.7 million, as of
September 30, 2009.  Vestin Group has provided us with a written
agreement to fully indemnify and hold us harmless in the event that the
Purchaser draws upon the letter of credit and we incur an obligation to
reimburse the bank, which issued the letter of credit.  Nonetheless, a
continuation of the dispute between Vestin Group and the Purchaser could result
in our suffering losses, which may not be immediately or fully
reimbursed.  During June 2009, the Purchaser drew $285,000 from the
letter of credit; our manager is required to reimburse us for the full $285,000,
before August 2014.
 
 ITEM
      2.
              UNREGISTEREDSALES OF EQUITY AND USE OF
      PROCEEDS
 
 Market
Information
 
 There is
no established public trading market for the trading of units.
 
 Holders
 
 As of
November 4, 2009, approximately 504 unit holders held 2,024,424 units in the
Company.
 
  - 50
-
 Table of Contents
  
 Liquidation
Distribution Policy
 
 We intend
to make Liquidating Distributions on a quarterly basis in accordance with the
Plan as set forth in Annex A of the Fund’s proxy statement filed with the
Securities and Exchange Commission (the “SEC”) pursuant to Section 14(a) of the
Securities and Exchange Act of 1934 on May 11, 2009.  We will
distribute to our members the net proceeds we receive from the payoff of our
outstanding real estate loans and the net proceeds we receive from the sale of
our real estate held for sale, in each case, less a reasonable Reserve
established to provide for payment of the Company’s ongoing expenses and
contingent liabilities.  A final Liquidating Distribution will be made
after we have completed the winding up of our business operations and made
appropriate provision for any remaining obligations.
 
 We
anticipate that the liquidation of our real estate loans may take up to two
years and the sale of foreclosed properties may take up to five years, with the
Dissolution process being substantially completed by August 31, 2014. There are
a number of factors that could delay our anticipated timetable, including the
following:
 
 •
              Delays
      in the sale of real estate held by us through foreclosures, which may take
      many years to complete due to the time required to resolve pending
      litigation and bankruptcy matters involving foreclosed properties and to
      identify suitable buyers and consummate the sale of such
      properties;
 
 •
              Delays
      in distributions resulting from defaults in the payment of interest or
      principal when due on our real estate
loans;
 
 •
              Lawsuits
      or other claims asserted by or against
us;
 
 •
              Unanticipated
      legal, regulatory or administrative requirements;
  and
 
 •
              Delays
      in settling our remaining
obligations.
 
 Recent
Sales of Unregistered Securities
 
 None.
 
 Equity
Compensation Plan Information
 
 None.
 
 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
 
 Period
              
              Total
      Number of Units Purchased (1)
              
              Average
      Price Paid Per Unit
              
              Total
      Number of Units Purchased as Part of Publicly Announced Plans or
      Programs
              
              Maximum
      Number (or Approximate Dollar Value) of Units that May Yet be Purchased
      under the Plans or ProgramsJuly
      2009
              
              
              --
              
              
              --
              
              None
              
              NoneAugust
      2009
              
              
              --
              
              
              --
              
              None
              
              NoneSeptember
      2009
              
              
              --
              
              
              --
              
              None
              
              None
 
 (1)
              See
      Note H – Members’
      Equity in the notes to the financial statement under Part I, Item I
      FinancialStatements of this Quarterly Report on Form
  10-Q.
 
 ITEM
      3.
              DEFAULTS
      UPON SENIOR SECURITIES
 
 None.
 
  - 51
-
 Table of Contents
  
 ITEM
      4.
              SUBMISSION
      OF MATTERS TO A VOTE OF SECURITYHOLDERS
 
 At a
special meeting of our members held on July 2, 2009, a majority of the members
voted to approve the dissolution and winding up of the Fund, in accordance with
the Plan of Complete Liquidation and Dissolution  (the “Plan”) as set
forth in Annex A of the Fund’s proxy statement filed with the Securities and
Exchange Commission (the “SEC”) pursuant to Section 14(a) of the Securities and
Exchange Act of 1934 on May 11, 2009.  A total of 1,260,546 units of
membership interest voted “for” the proposal, 761,619 units of membership
interest voted “against” and 2,259 units of membership interest
abstained.
 
 ITEM
      5.
              OTHER
      INFORMATION
 
 None.
 
 
 ITEM
      6.
              EXHIBITS
 
 EXHIBIT
INDEX
 
 
 
 Exhibit
      No.
              
              Description
      of Exhibits2.1(1)
              
              Plan
      of Complete Liquidation and Dissolution3.1(2)
              
              Articles
      of Organization3.2(3)
              
              Certificate
      of Amendment to Articles of Organization3.3(4)
              
              Amended
      and Restated Operating Agreement (included as Exhibit A to the
      prospectus)4.4(5)
              
              Distribution
      Reinvestment Plan10.9(6)
              
              Office
      lease agreement dated March 31, 2003 by and between Luke Properties, LLC
      and Vestin Group, Inc.10.10(7)
              
              Indemnification
      agreement dated March 25, 2009 by and between Vestin Group, Inc. and
      Vestin Fund III, LLC10.11
      (8)
              
              Agreement
      between Strategix Solutions, LLC and Vestin Fund III, LLC for accounting
      services.10.12
      (9)
              
              Plan
      of Complete Liquidation and Dissolution31.1
              
              Section 302 Certification of Michael V.
      Shustek31.2
              
              Section 302 Certification of Rocio
      Revollo32
              
              Certification Pursuant to U.S.C. 18 Section
      1350
 
 (1)
              
              Incorporated
      herein by reference to our Schedule 14A Definitive Proxy Statement filed
      on May 11, 2009 (File No. 000-51301)(2)
              
              Incorporated
      herein by reference to our Pre-Effective Amendment No. 3 to Form S-11
      Registration Statement filed on September 2, 2003 (File No.
      333-105017)(3)
              
              Incorporated
      herein by reference to our Form 10-Q filed on August 16, 2004 (File No.
      333-105017)(4)
              
              Incorporated
      herein by reference to our Schedule 14A Definitive Proxy Statement filed
      on January 29, 2007 (File No. 000-51301)(5)
              
              Incorporated
      herein by reference to Exhibit 4.4 of our Post-Effective Amendment No. 5
      to Form S-11 Registration Statement filed on April 28, 2006 (File No.
      333-105017)(6)
              
              Incorporated
      herein by reference to our Form 10-KSB filed on March 30, 2005 (File No.
      333-105017)(7)
              
              Incorporated
      herein by reference to the Quarterly Report on Form 10-K for the year
      ended December 31, 2008 filed on March 27, 2009 (File No.
      000-51301)(8)
              
              Incorporated
      herein by reference to the Quarterly Report on Form 10-Q filed on May 14,
      2009 (File No. 000-51301)(9)
              
              Incorporated
      herein by reference to the Proxy Statement dated May 11, 2009 (File No.
      000-51301)
 
 
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 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
      Fund III, LLCBy:
              
              Vestin
      Mortgage, Inc., its sole ManagerBy:
              
              /s/
      Michael V. ShustekMichael
      V. ShustekChief
      Executive Officer and Sole Director of the Manager(Principal
      Executive Officer of Manager)By:
              
              /s/
      Rocio RevolloRocio
      RevolloChief
      Financial Officer of the Manager(Principal
      Financial and Accounting Officer of the
Manager)
 
 Date:  November
4, 2009
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