##### 



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

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

(MARK ONE)

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

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

FOR THE TRANSITION PERIOD FROM JANUARY 1, 2002 TO JUNE 30, 2002.

COMMISSION FILE NUMBER 333-32800

VESTIN FUND II, LLC

(NAME OF BUSINESS ISSUER IN ITS CHARTER)

|                                                                      |  |                                                
|--------------------------------------------------------------------- |  | -----------------------------------------------
|NEVADA
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION) |  | 88-0481336
(I.R.S. EMPLOYER
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.





---



##### 



The Registrant hereby amends the following portions of its Transition Report on
Form 10-K for the transition period ended June 30, 2002, which was filed with
the Commission on September 27, 2002, as set forth in the pages attached
hereto:



| | A. |  | In the Certification made by
Stephen J. Byrne, as Chief Executive
Officer of Vestin Mortgage, Inc., the sole manager of the Registrant,
pursuant to Rule 13a-14 under the Securities Exchange Act of 1934,
in the opening sentence, Stephen J. Byrnes first name has been
misspelt as Steven, which
should be Stephen.
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | B. |  | In the Statements of Income included in the Financial
Statements section, the heading of the 2nd column from the right
should be FOR THE YEAR ENDED DECEMBER 31, 2001. The wording FOR
THE PERIOD FROM should be deleted.                                                                                              
|
| | C. |  | In the Statements of Cash Flows included in the Financial
Statements section, the heading of the 2nd column from the right
should be FOR THE YEAR ENDED DECEMBER 31, 2001. The year 2001
has been mistakenly printed as 2002 during the edgarization
process.                                                        

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 the 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:   September 27, 2002

CERTIFICATIONS

I, Stephen J. Byrne, certify that:

1. I have reviewed this amendment No. 1 (this Amendment) to the transition
report on Form 10-K of Vestin Fund II, LLC (the Registrant);

2. Based on my knowledge, this Amendment does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this Amendment; and





---



##### 



3. Based on my knowledge, the financial statements, and other financial
information included in this Amendment, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this Amendment.

Date:  September 27, 2002

/s/ Stephen J. Byrne
Stephen J. Byrne*
Chief Executive Officer
of Vestin Mortgage, Inc., Manager of the Registrant

*  Stephen J. Byrne functions as the equivalent of the chief executive officer
of the Registrant for purposes of Rule 13a-14 under the Securities Exchange Act
of 1934.



---

I, Lance K. Bradford, certify that:

1. I have reviewed this amendment No. 1 (this Amendment) to the transition
report on Form 10-K of Vestin Fund II, LLC (the Registrant);

2. Based on my knowledge, this Amendment does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this Amendment; and

3. Based on my knowledge, the financial statements, and other financial
information included in this Amendment, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this Amendment.

Date:  September 27, 2002

/s/ Lance K. Bradford
Lance K. Bradford*
Chief Financial Officer
of Vestin Mortgage, Inc., Manager of the Registrant

*  Lance K. Bradford functions as the equivalent of the chief financial officer
of the Registrant for purposes of Rule 13a-14 under the Securities Exchange Act
of 1934.





---



##### 



CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350

Stephen J. Byrne, as Chief Executive Officer of Vestin Mortgage, Inc., the sole
Manager of Vestin Fund II, LLC (the Registrant), and Lance K. Bradford, as
Chief Financial Officer of Vestin Mortgage, Inc., hereby certify, pursuant to
18 U.S.C. §1350, that



| | (1) |  | the Registrants Amendment No. 1 to its Transition Report on
Form 10-K for the transition period ended June 30, 2002, as filed
with the Securities and Exchange Commission on the date hereof (the
Amendment), fully complies with the applicable requirements of
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | the information contained in the Amendment fairly presents, in
all material respects, the financial condition and results of
operations of the Registrant.                                                                                                                                                                                    

|                           |  |                                                                                               
|-------------------------- |  | ----------------------------------------------------------------------------------------------
|Dated:  September 27, 2002 |  | /s/   Stephen J. Byrne                                                                        
|                           |  |                                                                                               
|                           |  | Stephen J. Byrne*
Chief Executive Officer
of Vestin Mortgage, Inc.,
Manager of the Registrant 
|                          
|Dated:  September 27, 2002 |  | /s/   Lance K. Bradford                                                                       
|                           |  |                                                                                               
|                           |  | Lance K. Bradford*
Chief Financial Officer
of Vestin Mortgage, Inc., Manager of the Registrant



*  Stephen J. Byrne and Lance K. Bradford function, respectively, as the
equivalent of the chief executive officer and chief financial officer of the
Registrant for purposes of 18 U.S.C. Section 1350.





---



##### 



PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

EXHIBIT INDEX

|            |  |                                            
|----------- |  | -------------------------------------------
|Exhibit No. |  | Description of Exhibits                    
|            |  |                                            
|3.1(1)      |  | Articles of Organization(1)                
|10          |  | Amended and Restated Operating Agreement(2)



|(1) |  | Incorporated herein by reference to our S-11 Registration Statement filed on December 21, 2000.              
|--- |  | -------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Incorporated herein by reference to Amendment No. 2 to our S-11 Registration Statement filed on July 3, 2002.

REPORTS ON FORM 8-K

Current Reports on Form 8-K filed with the Commission on April 25, 2002 and
April 29, 2002, which report the following items:

(i)  Item 4  Changes in Registrants Certifying Accountant; and

(ii)  Item 7  Exhibits.

Current Report on Form 8-K filed with the Commission on June 24, 2002, which
reports the following item:

Item 8  Change in Fiscal Year.

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 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 the 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:  September 27, 2002

CERTIFICATIONS

I, Stephen J. Byrne, certify that:

1. I have reviewed this transition report on Form 10-K of Vestin Fund II, LLC;

2. Based on my knowledge, this transition report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
transition report; and

3. Based on my knowledge, the financial statements, and other financial
information included in this transition report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this transition
report.

Date:  September 27, 2002

/s/ Stephen J. Byrne
Stephen J. Byrne*
Chief Executive Officer
of Vestin Mortgage, Inc., Manager of the Registrant

* Stephen J. Byrne functions as the equivalent of the chief executive
officer of the Registrant for purposes of Rule 13a-14 under the
Securities Exchange Act of 1934.



---

I, Lance K. Bradford, certify that:

1. I have reviewed this transition report on Form 10-K of Vestin Fund II, LLC;

2. Based on my knowledge, this transition report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
transition report; and

3. Based on my knowledge, the financial statements, and other financial
information included in this transition report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this transition
report.

Date: September 27, 2002

/s/ Lance K. Bradford
Lance K. Bradford*
Chief Financial Officer
of Vestin Mortgage, Inc., Manager of the Registrant

* Lance K. Bradford functions as the equivalent of
the chief financial officer of the Registrant for purposes of
Rule 13a-14 under the Securities Exchange Act of 1934.

20



---



##### 



Vestin Fund II, LLC

STATEMENTS OF INCOME

|                                                                      |                                                   |                          |            |                   |            |                     |         |                   |        |                     |           |           |           |                  |   |                     |   | 
|--------------------------------------------------------------------- | ------------------------------------------------- | ------------------------ | ---------- | ----------------- | ---------- | ------------------- | ------- | ----------------- | ------ | ------------------- | --------- | --------- | --------- | ---------------- | - | ------------------- | - | 
|                                                                      |                                                   |                          |            |                   |            |                     |         |                   |        |                     |           |           |           |                  |   | FOR THE PERIOD FROM
|                                                                      |                                                   |                          |            |                   |            |                     |         |                   |        |                     |           |           |           | DECEMBER 7,
2000
|                                                                      |                                                   |                          |            | TRANSITION PERIOD |            | FOR THE SIX MONTHS  |         | FOR THE YEAR      |        | (DATE OF
INCEPTION)
|                                                                      |                                                   |                          |            | ENDED             |            | ENDED JUNE 30, 2001 |         | ENDED             |        | THROUGH            
|                                                                      |                                                   |                          |            | JUNE 30, 2002     |            | (UNAUDITED)         |         | DECEMBER 31, 2001 |        | DECEMBER 31,
2000  
|                                                                      |                                                   |                          |            |                   |            |                     |         |                   |        |                    
|Revenues                                                              |                                                   |                          |            |                   |            |                     |         |                   |        |                     |           |           |           |                  |   |                    
|                                                                      | Interest income from investment in
mortgage loans |                          | $          | 11,288,619        |            |                     | $       | 15,405            |        |                     | $         | 3,801,649 |           |                  | $ |                    |  
|                                                                      | Other income                                      |                          |            | 215,481           |            |                     |         |                  |        |                     |           |          |           |                  |   |                    |  
|                                                                      |                                                   |                          |            |                   |            |                     |         |                   |        |                     |           |           |           |                  |   |                    
|                                                                      |                                                   | Total revenues           |            |                   | 11,504,100 |                     |         |                   | 15,405 |                     |           |           | 3,801,649 |                  |   |                     |  | 
|                                                                      |                                                   |                          |            |                   |            |                     |         |                   |        |                     |           |           |           |                  |   |                    
|Operating expenses                                                    |                                                   |                          |            |                   |            |                     |         |                   |        |                     |           |           |           |                  |   |                    
|                                                                      | Management fees to Managing Member                |                          |            | 236,778           |            |                     |         |                  |        |                     |           | 86,832    |           |                  |   |                    |  
|                                                                      | Provision for loan losses                         |                          |            | 500,000           |            |                     |         |                  |        |                     |           |          |           |                  |   |                    |  
|                                                                      | Other                                             |                          |            | 44,303            |            |                     |         | 20                |        |                     |           | 127       |           |                  |   |                    |  
|                                                                      |                                                   |                          |            |                   |            |                     |         |                   |        |                     |           |           |           |                  |   |                    
|                                                                      |                                                   | Total operating expenses |            |                   | 781,081    |                     |         |                   | 20     |                     |           |           | 86,959    |                  |   |                     |  | 
|                                                                      |                                                   |                          |            |                   |            |                     |         |                   |        |                     |           |           |           |                  |   |                    
|                                                                      |                                                   | NET INCOME               |            | $                 | 10,723,019 |                     |         | $                 | 15,385 |                     |           | $         | 3,714,690 |                  |   | $                   |  | 
|                                                                      |                                                   |                          |            |                   |            |                     |         |                   |        |                     |           |           |           |                  |   |                    
|Net income allocated to members                                       |                                                   | $                        | 10,723,019 |                   |            | $                   | 15,385  |                   |        | $                   | 3,714,690 |           |           | $                |  |                    
|                                                                      |                                                   |                          |            |                   |            |                     |         |                   |        |                     |           |           |           |                  |   |                    
|Net income allocated to members per
weighted average membership units |                                                   | $                        | 0.59       |                   |            | $                   | 0.02    |                   |        | $                   | 0.67      |           |           |                  |   |                    
|                                                                      |                                                   |                          |            |                   |            |                     |         |                   |        |                     |           |           |           |                  |   |                    
|Weighted average membership units                                     |                                                   |                          | 18,326,615 |                   |            |                     | 635,912 |                   |        |                     | 5,548,510 |           |           |                  |  |                    
|                                                                      |                                                   |                          |            |                   |            |                     |         |                   |        |                     |           |           |           |                  |   |                    

The accompanying notes are an integral part of these statements.

26



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##### 



Vestin Fund II,
LLC


STATEMENTS OF CASH FLOWS

|                                                    |                                                                                    |                                                           |                                           |              |                   |              |                     |            |                   |            |                     |              |            |              |                  |   |                     |   |  | 
|--------------------------------------------------- | ---------------------------------------------------------------------------------- | --------------------------------------------------------- | ----------------------------------------- | ------------ | ----------------- | ------------ | ------------------- | ---------- | ----------------- | ---------- | ------------------- | ------------ | ---------- | ------------ | ---------------- | - | ------------------- | - |  | 
|                                                    |                                                                                    |                                                           |                                           |              |                   |              |                     |            |                   |            |                     |              |            |              |                  |   | FOR THE
PERIOD FROM |  
|                                                    |                                                                                    |                                                           |                                           |              |                   |              |                     |            |                   |            |                     |              |            |              | DECEMBER
7, 2000 |  
|                                                    |                                                                                    |                                                           |                                           |              | TRANSITION PERIOD |              | FOR THE SIX MONTHS  |            | FOR THE
YEAR      |            | (DATE OF
INCEPTION) |             
|                                                    |                                                                                    |                                                           |                                           |              | ENDED             |              | ENDED JUNE 30, 2001 |            | ENDED             |            | THROUGH             |             
|                                                    |                                                                                    |                                                           |                                           |              | JUNE 30, 2002     |              | (UNAUDITED)         |            | DECEMBER 31, 2001 |            | DECEMBER
31, 2000   |             
|                                                    |                                                                                    |                                                           |                                           |              |                   |              |                     |            |                   |            |                     |             
|Cash flows from operating activities:               |                                                                                    |                                                           |                                           |              |                   |              |                     |            |                   |            |                     |              |            |              |                  |  
|                                                    | Net income                                                                         |                                                           | $                                         | 10,723,019   |                   |              | $                   | 15,385     |                   |            | $                   | 3,714,690    |            |              | $                |  |                     |  
|                                                    | Adjustments to reconcile net income to net
cash provided by operating activities:  |                                                           |                                           |              |                   |              |                     |            |                   |            |                     |              |            |              |                  |   |                    
|                                                    |                                                                                    | Increase in interest and other receivables                |                                           |              | (1,123,262        | )            |                     |            | (8,085            | )          |                     |              | (1,066,369 | )            |                  |   |                    |   | 
|                                                    |                                                                                    | Increase in allowance for loan losses                     |                                           |              | 500,000           |              |                     |            |                  |            |                     |              |           |              |                  |   |                    |  
|                                                    |                                                                                    | Increase in other assets                                  |                                           |              | (113,189          | )            |                     |            |                  |            |                     |              |           |              |                  |   |                    |   | 
|                                                    |                                                                                    | Increase in due to Managing Member                        |                                           |              | 381,687           |              |                     |            |                  |            |                     |              |           |              |                  |   |                    |  
|                                                    |                                                                                    |                                                           |                                           |              |                   |              |                     |            |                   |            |                     |              |            |              |                  |   |                    
|                                                    |                                                                                    |                                                           | Net cash provided by operating activities |              |                   | 10,368,255   |                     |            |                   | 7,300      |                     |              |            | 2,648,321    |                  |   |                     |  |  | 
|                                                    |                                                                                    |                                                           |                                           |              |                   |              |                     |            |                   |            |                     |              |            |              |                  |   |                    
|Cash flows from investing activities:               |                                                                                    |                                                           |                                           |              |                   |              |                     |            |                   |            |                     |              |            |              |                  |  
|                                                    | Purchase of investments in mortgage loans                                          |                                                           |                                           | (153,844,526 | )                 |              |                     | (8,473,473 | )                 |            |                     | (133,379,244 | )          |              |                  |  |                     |  
|                                                    | Purchase of investments in mortgage loans
from Vestin Fund I, LLC                  |                                                           |                                           | (665,000     | )                 |              |                     |           |                   |            |                     | (21,289,763  | )          |              |                  |  |                    
|                                                    | Proceeds received from sale of investments in
mortgage loans to Vestin Fund I, LLC |                                                           |                                           |             |                   |              |                     |           |                   |            |                     | 10,000,000   |            |              |                  |  |                     |  
|                                                    | Proceeds from loan payoff                                                          |                                                           |                                           | 33,495,536   |                   |              |                     |           |                   |            |                     | 22,405,938   |            |              |                  |  |                    
|                                                    | Purchase of investments in mortgage loans
from Managing Member                     |                                                           |                                           | (10,000,000  | )                 |              |                     |           |                   |            |                     |             |            |              |                  |  |                     |  
|                                                    | Proceeds received from sale of investments in
mortgage loans to Managing Member    |                                                           |                                           |             |                   |              |                     |           |                   |            |                     | 4,026,598    |            |              |                  |  |                    
|                                                    | Proceeds received from sale of investments
in mortgage loans                       |                                                           |                                           | 25,692,135   |                   |              |                     |           |                   |            |                     | 1,000,000    |            |              |                  |  |                     |  
|                                                    | Investment in certificates of deposit                                              |                                                           |                                           | (4,024,350   | )                 |              |                     | (250,000   | )                 |            |                     | (2,400,650   | )          |              |                  |  |                    
|                                                    |                                                                                    |                                                           |                                           |              |                   |              |                     |            |                   |            |                     |              |            |              |                  |   |                    
|                                                    |                                                                                    |                                                           | Net cash used in investing activities     |              |                   | (109,346,205 | )                   |            |                   | (8,723,473 | )                   |              |            | (119,637,121 | )                |   |                     |  |  | 
|                                                    |                                                                                    |                                                           |                                           |              |                   |              |                     |            |                   |            |                     |              |            |              |                  |   |                    
|Cash flows from financing activities:               |                                                                                    |                                                           |                                           |              |                   |              |                     |            |                   |            |                     |              |            |              |                  |  
|                                                    | Proceeds from issuance of membership units                                         |                                                           |                                           | 102,020,216  |                   |              |                     | 10,573,775 |                   |            |                     | 126,880,225  |            |              |                  |  |                     |  
|                                                    | Members distributions, net of reinvestments                                       |                                                           |                                           | (8,383,663   | )                 |              |                     |           |                   |            |                     | (2,349,383   | )          |              |                  |  |                    
|                                                    | Members withdrawals                                                               |                                                           |                                           | (72,012      | )                 |              |                     |           |                   |            |                     | (10,091      | )          |              |                  |  |                     |  
|                                                    | Advance from manager                                                               |                                                           |                                           |             |                   |              |                     |           |                   |            |                     | 80,000       |            |              |                  |  |                    
|                                                    |                                                                                    |                                                           |                                           |              |                   |              |                     |            |                   |            |                     |              |            |              |                  |   |                    
|                                                    |                                                                                    |                                                           | Net cash provided by financing activities |              |                   | 93,564,541   |                     |            |                   | 10,573,775 |                     |              |            | 124,600,751  |                  |   |                     |  |  | 
|                                                    |                                                                                    |                                                           |                                           |              |                   |              |                     |            |                   |            |                     |              |            |              |                  |   |                    
|                                                    |                                                                                    |                                                           | NET
(DECREASE) INCREASE IN CASH           |              |                   | (5,413,409   | )                   |            |                   | 1,857,602  |                     |              |            | 7,611,951    |                  |   |                     |  | 
|Cash, beginning of period                           |                                                                                    |                                                           | 7,611,951                                 |              |                   |              |                    |            |                   |            |                    |              |            |              |                 |   |                    
|                                                    |                                                                                    |                                                           |                                           |              |                   |              |                     |            |                   |            |                     |              |            |              |                  |   |                    
|Cash, ending of period                              |                                                                                    | $                                                         | 2,198,542                                 |              |                   | $            | 1,857,602           |            |                   | $          | 7,611,951           |              |            | $            |                 |  
|                                                    |                                                                                    |                                                           |                                           |              |                   |              |                     |            |                   |            |                     |              |            |              |                  |   |                    
|Supplemental disclosures of cash flows information: |                                                                                    |                                                           |                                           |              |                   |              |                     |            |                   |            |                     |              |            |              |                  |   |                    
|Non-cash financing activities:                      |                                                                                    |                                                           |                                           |              |                   |              |                     |            |                   |            |                     |              |            |              |                  |  
|                                                    |                                                                                    | Conversion of deferred offering costs to
membership units |                                           | $            |                  |              |                     | $          | 593,026           |            |                     | $            | 835,725    |              |                  | $ | 264,275             |   | 
|                                                    |                                                                                    |                                                           |                                           |              |                   |              |                     |            |                   |            |                     |              |            |              |                  |   |                    
|                                                    |                                                                                    | Reinvestment of members distributions                    |                                           | $            | 2,009,092         |              |                     | $          |                  |            |                     | $            | 470,920    |              |                  | $ |                    |  
|                                                    |                                                                                    |                                                           |                                           |              |                   |              |                     |            |                   |            |                     |              |            |              |                  |   |                    
|                                                    |                                                                                    | Deferred debt offering costs paid by Manager              |                                           | $            | 135,573           |              |                     | $          |                  |            |                     | $            | 142,448    |              |                  | $ |                    |   | 
|                                                    |                                                                                    |                                                           |                                           |              |                   |              |                     |            |                   |            |                     |              |            |              |                  |   |                    
|                                                    |                                                                                    | Distributions payable to Manager                          |                                           | $            | 68,961            |              |                     | $          |                  |            |                     | $            | 46,630     |              |                  | $ |                    |  
|                                                    |                                                                                    |                                                           |                                           |              |                   |              |                     |            |                   |            |                     |              |            |              |                  |   |                    

The accompanying notes are an integral part of these statements.


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