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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A
Amendment No. 1 to Form 10-K

(MARK ONE)

|    |  |                                                                               
|--- |  | ------------------------------------------------------------------------------
|[X] |  | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

|      |  |                                                                                   
|----- |  | ----------------------------------------------------------------------------------
|[   ] |  | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ______ TO ______.

COMMISSION FILE NUMBER 333-32800

VESTIN FUND II, LLC

(NAME OF BUSINESS ISSUER IN ITS CHARTER)

|                                |  |                    
|------------------------------- |  | -------------------
|NEVADA                          |  | 88-0481336         
|(STATE OR OTHER JURISDICTION OF |  | (I.R.S. EMPLOYER   
|INCORPORATION OR ORGANIZATION)  |  | IDENTIFICATION NO.)

2901 EL CAMINO AVENUE, LAS VEGAS, NEVADA 89102
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

ISSUERS TELEPHONE NUMBER: 702.227.0965

SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:
NONE

SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:
NONE

Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained in this form, 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. [X]

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as
of a specified date within the past 60 days. Not applicable.





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The registrant hereby amends the following portions of its Annual Report on
Form 10-K for the fiscal year ended December 31, 2001, which was filed with the
Commission on April 1, 2002, as set forth in the pages attached hereto:



| | A. |  | Part II, Item 8 of the Annual Report on Form 10-K is amended to
reflect the inclusion of the signature of Grant Thornton LLP in the
Report of Independent Certified Public Accountants on Page 18.
Such report was previously signed and delivered to the registrant by
Grant Thornton LLP on February 8, 2002.                             
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | B. |  | Part II, Item 8 of the Annual Report on Form 10-K is amended to
reflect the inclusion of the signature of Grant Thornton LLP in the
Report of Independent Certified Public Accountants on Supplementary
Information on Page 33. Such report was previously signed and
delivered to the registrant by Grant Thornton LLP on February 8,
2002.

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment to be signed on its behalf by the
undersigned thereunto duly authorized.



| | Vestin Fund II, LLC
| | -------------------



| | By: Vestin Mortgage, Inc., its sole manager
| | -------------------------------------------

| |                                                                                      |                     
| | ------------------------------------------------------------------------------------ | --------------------
| | By:                                                                                  | /s/ Stephen J. Byrne
| |                                                                                     
| | Stephen J. Byrne
Chief Executive Officer and Director
(Principal Officer of Manager)

| |                                                                                              |                      
| | -------------------------------------------------------------------------------------------- | ---------------------
| | By:                                                                                          | /s/ Lance K. Bradford
| |                                                                                             
| | Lance K. Bradford
Director, Secretary and Treasurer
(Chief Financial Officer of the Manager)

| |                                            |                       
| | ------------------------------------------ | ----------------------
| | By:                                        | /s/ Michael V. Shustek
| |                                           
| | Michael V. Shustek
Director of the Manager

Dated: April 17, 2002





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Report of Independent Certified Public Accountants

Vestin Group, Inc.
Manager
Vestin Fund II, LLC

We have audited the accompanying balance sheets of Vestin Fund II, LLC as of
December 31, 2001 and 2000, and the related statements of income, members
equity, and cash flows for the year ended December 31, 2001 and for the period
from December 7, 2000 (date of inception) through December 31, 2000. These
financial statements are the responsibility of the Companys management and
Board of Directors of Vestin Group, Inc. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Vestin Fund II, LLC, as of
December 31, 2001 and 2000, and the results of its operations and its cash
flows for the year ended December 31, 2001 and for the period from December 7,
2000 (date of inception) through December 31, 2000, in conformity with
accounting principles generally accepted in the United States of America.

/s/ GRANT THORNTON LLP

Reno, Nevada
February 8, 2002

18



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Report of Independent Certified Public Accountants
on Supplementary Information

Vestin Group, Inc.
Manager
Vestin Fund II, LLC

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole of Vestin Fund II, LLC, as of December
31, 2001 and 2000, for the year ended December 31, 2001 and for the period from
December 7, 2000 (date of inception) through December 31, 2000, which are
presented in the preceding section of this report. The supplementary
information presented hereinafter is presented for purposes of additional
analysis and is not a required part of the basic financial statements. Such
information has been subjected to the audit procedures applied in the audit of
the basic financial statements and, in our opinion, is fairly stated, in all
material respects, in relation to the basic financial statements taken as a
whole.

/s/ GRANT THORNTON LLP

Reno, Nevada
February 8, 2002

33