UNITED STATES


SECURITIES AND EXCHANGE
COMMISSION


Washington,D.C.20549


FORM 10-K/A


(Amendment No. 1)





þAnnual Report Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934





For The Fiscal Year Ended December 31,
2009


or


oTransition Report Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934





For the transition period from
____________ to ____________




Commission
file number 333-151532




LIGHTSTONE
VALUE PLUS REAL ESTATE INVESTMENT TRUST II, INC.


(Exact
Name of Registrant as Specified in Its Charter)




Maryland
            83-0511223(State
      or other jurisdiction
            (I.R.S.
      Employer Identification No.)of
      incorporation or organization)





1985 Cedar Bridge Avenue, Suite
      1, Lakewood, NJ
            08701(Address
      of principal executive offices)
            (Zip
      code)





Registrant's telephone number, including
area code:  732-367-0129




Securities
registered under Section 12(b) of the Exchange Act:




Title of Each
      Class
            
            Name of Each Exchange on Which
      RegisteredNone
            
            None




Securities
registered under Section 12(g) of the Exchange Act:






None




Indicate by check mark
if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.  Yes oNoþ





Indicate by check mark
if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act.  Yes oNoþ





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  ̈   No þ




Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. þ





Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer or a
non-accelerated filer (as defined in Rule 12b-2 of the Exchange
Act). Large accelerated
filer ̈Accelerated
filer ̈Non-accelerated
filerþ





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes  ̈No
þ





As of
June 30, 2009, the aggregate market value of the common shares held by
non-affiliates of the registrant was $0. While there is no established market
for the Registrant’s common shares, the Registrant has sold its common shares
pursuant to a Form S-11 Registration Statement under the Securities Act of 1933
at a price of $10.00 per common share. As of March 15, 2010, there were 1.7
million shares of common stock held by non-affiliates of the
registrant.


DOCUMENTS
INCORPORATED BY REFERENCE


None


EXPLANATORY NOTE





This amendment on Form 10-K/A (this
“Amendment”) amends the Annual Report on Form
10-K (the “2009 Annual
Report”) for
the  fiscal  year ended December 31, 2009 for
Lightstone Value Plus Real Estate Investment Trust II, Inc. (the “Company”), which was filed with the
Securities and Exchange Commission (the “Commission”) on March 31, 2010.  This
Amendment is being filed to revise Item 9A(T) – Controls and Procedures.
The Company is also filing as
exhibits to this Amendment the certifications required under Section 302 of the
Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”).  Because no financial
statements are contained within this Amendment, the Company is not including
certifications pursuant to Section 906 of Sarbanes-Oxley.





This
Amendment is not intended to update any other information presented in the 2009
Annual Report and Amendment except with respect Item 9A(T) – Controls and
Procedures and Item 15 - Exhibits.   Accordingly, this Amendment
should be read in conjunction with the 2009 Annual Report and the Company’s
other filings made with the Commission.





Item 9A(T).
      CONTROLS AND PROCEDURES




Disclosure
Controls and Procedures. As of December 31, 2009, we conducted an
evaluation under the supervision and with the participation of the Advisor’s
management, including the our Chairman and Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures. The term “disclosure controls and
procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended, or the Exchange Act, means controls and other
procedures of a company that are designed to ensure that information required to
be disclosed by the Company in the reports it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the SEC’s rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by a company in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the company’s management, including its principal executive and principal
financial officers, or persons performing similar functions, as appropriate, to
allow timely decisions regarding required disclosure.




We  have
evaluated the effectiveness of our disclosure controls and procedures, as of
December 31, 2009, the period covered by this Annual Report on Form
10-K.  Based upon this evaluation, we have concluded that our
disclosure controls and procedures were not effective in
ensuring that information required to be disclosed by us in reports that we file
or submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Commission's rules and
regulations because
we failed to file our quarterly reports on Form 10-Q during our fiscal year
2009 based on advice received from counsel. To remediate this
deficiency, we will file the quarterly reports on Form 10-Q for the quarters
ended March 31, 2009, June 30, 2009 and September 30, 2009. The Company
admitted its initial stockholders (other than the sponsor) on October 1, 2009
and did not have any stockholders (other than the sponsor) during the quarterly
periods in 2009 for which reports were not filed. Management believes the our
disclosure controls and procedures are sufficient to ensure that information
required to be disclosed by us in reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Commision's rules and regulations and expects that
future reports will be filed on a timely basis within the time periods specified
in the Commission's rules and regulations.




Management’s
Report on Internal Control over Financial Reporting. Our management is
responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and
15d-15(f). Our internal control system is a process designed by, or under the
supervision of, our Chairman and Chief Executive Officer and Chief Financial
Officer and effected by our Board of Directors, management and other personnel
to provide reasonable assurance regarding the reliability of our financial
reporting and the preparation of financial statements for external reporting
purposes in accordance with generally accepted accounting
principles.




Our
internal control over financial reporting includes policies and procedures
that:




•
            pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect transactions and disposition of
  assets;




•
            provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that receipts and expenditures are being made
      only in accordance with the authorization of our management and directors;
      and




•
            provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on our financial
statements.




Because
of inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.




2


Management
assessed the effectiveness of our internal control over financial reporting as
of December  31, 2009. In making this assessment, they used the control
criteria framework of the Committee of Sponsoring Organizations, or COSO, of the
Treadway Commission published in its report entitled Internal Control—Integrated Framework.
Based on this evaluation, our management has concluded that our internal control
over financial reporting was effective as of December 31,
2009.





Auditor
Attestation.This annual report
does not include an attestation report of the Company’s independent registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Company’s independent registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit the Company to
provide only management’s report in this annual report.




Changes in
Internal Control over Financial Reporting. There were no changes in
our internal control over financial reporting during the quarter ended
December 31, 2009 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial
reporting.





Item
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES





The exhibits which are filed with this report are set forth
in the exhibit index hereto.





Exhibit
              Number
            
            
            Description31.1
            
            
            Certification
      Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
            
            
            Certification
      Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002





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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.




LIGHTSTONE
      VALUE PLUS REAL ESTATE
              INVESTMENT
      TRUST II, INC.Date: May
      6, 2010
            By:
            s/
      David LichtensteinDavid
      LichtensteinChief
      Executive Officer and Chairman ofthe
      Board of Directors
              (Principal
      Executive Officer)




Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.





NAME
            
            CAPACITY
            
            DATE/s/
      David Lichtenstein
            
            Chief
      Executive Officer and Chairman of the Board
            
            May
      6, 2010David
      Lichtenstein
            
            of
      Directors/s/
      Donna Brandin
            
            Chief
      Financial Officer and Treasurer
            
            May
      6, 2010Donna
      Brandin
            
            (Principal Accounting
      and Financial Officer)/s/
      Bruno de Vinck
            
            Director
            
            May
      6, 2010Bruno
      de Vinck/s/
      Shawn R. Tominus
            
            Director
            
            May
      6, 2010Shawn
      R. Tominus/s/
      Edwin J. Glickman
            
            Director
            
            May
      6, 2010Edwin
      J. Glickman/s/
      George R. Whittemore
            
            Director
            
            May
      6, 2010George
      R. Whittemore






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