<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

  X    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
 ---   ACT OF 1934

                For the Quarterly period ended September 30, 2003

       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
---

                         YOSEMITE MORTGAGE FUND II, LLC
                     A California Limited Liability Company
        (Exact name of small business issuer as specified in its charter)

       California                                          94-3394131
       ----------                                          ----------
(State or other jurisdiction of                        (IRS Employer
incorporation or organization)                         Identification No.)

414 - 13th Street, Suite 400, Oakland, CA 94612
-----------------------------------------------
(Address of principal executive offices)

(510) 452-9144
--------------
(Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period 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
    ---      ---

Traditional Small Business Disclosure Format (Check one):  Yes      No  X
                                                               ---     ---



<PAGE>

                            YOSEMITE MORTGAGE FUND II

                                      INDEX

                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)                            PAGE NUMBER

Condensed Financial Statements                                           3

Condensed Balance Sheet
          September 30, 2003                                             4

Condensed Statements of Operations
          Three months and nine months ended September 30, 2003          5

Condensed Statement of Cash Flows
          Nine months ended September 30, 2003                           6

Notes to Condensed Financial Statements                                  7

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS                           13

ITEM 3.  CONTROLS AND PROCEDURES                                        14

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                              15

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                      15

ITEM 3.  DEFAULTS ON SENIOR SECURITIES                                  15

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS          15

ITEM 5.  OTHER INFORMATION                                              15

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                               15

Signature                                                               15

Certifications                                                          16

                                      -2-


<PAGE>

--------------------------------------------------------------------------------
                          PART 1: FINANCIAL INFORMATION
--------------------------------------------------------------------------------

ITEM 1:  CONDENSED FINANCIAL STATEMENTS

         The accompanying unaudited condensed financial statements should be
read in conjunction with the company's registration statement on Form SB-2/A of
the registrant (the "Company"). These statements have been prepared in
accordance with the instructions of the Securities and Exchange Commission Form
10-QSB and do not include all the information and footnotes required by
generally accepted accounting principles for complete consolidated financial
statements.

         In the opinion of the Company's management, all material adjustments of
a normal and recurring nature considered necessary for a fair presentation of
results of operations for the interim periods have been included. The results of
consolidated operations for the nine months ended September 30, 2003 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2003.

        The accompanying notes are an integral part of these statements.

                                      -3-


<PAGE>

<TABLE>
                         YOSEMITE MORTGAGE FUND II, LLC
                    (A CALIFORNIA LIMITED LIABILITY COMPANY)
                             CONDENSED BALANCE SHEET
                               SEPTEMBER 30, 2003
                                    UNAUDITED

<CAPTION>
                                     ASSETS

    <S>                                                                    <C>
    Loans receivable (Note 4)                                              $15,454,200
    Cash                                                                     7,716,849
    Interest receivable                                                        141,175
    Late fee receivable                                                          1,439
    Deferred offering costs, net of accumulated amortization of $39,078        429,854
                                                                           ------------
          Total Assets                                                     $23,743,517
                                                                           ============

                        LIABILITIES AND MEMBER'S EQUITY

LIABILITIES:
    Accounts payable                                                       $        98
    Deposits from pending members                                            1,725,800
    Pending Withdrawals                                                        134,414
    Due to Investor                                                             30,137
    Due to affiliate (Note 3)                                                   32,464
    Service fees payable (Note 3)                                                3,014
                                                                           ------------
          Total liabilities                                                  1,925,927
                                                                           ------------

MEMBERS' EQUITY:
    Initial Member                                                                 824
    Members                                                                 21,816,766
                                                                           ------------
       Total Members' Equity                                                21,817,590
                                                                           ------------

          Total Liabilities and Members' Equity                            $23,743,517
                                                                           ============

        The accompanying notes are an integral part of these statements.

                                       -4-
</TABLE>


<PAGE>

                         YOSEMITE MORTGAGE FUND II, LLC
                    (A CALIFORNIA LIMITED LIABILITY COMPANY)
                        CONDENSED STATEMENT OF OPERATIONS
                                    UNAUDITED

                                                  For the Three    For the Nine
                                                  Months Ended     Months Ended
                                                  September 30,    September 30,
                                                      2003              2003
                                                  -------------    -------------
REVENUE:
    Interest on loans receivable                  $    376,672     $    507,935
    Late Fee Income                                      3,172            3,172
    Other interest                                         692            1,076
                                                  -------------    -------------
       Total Revenue                                   380,536          512,183
                                                  -------------    -------------

EXPENSES:
    Accounting                                          16,181           19,405
    Amortization                                        23,446           39,078
    Bank service charges                                     0               78
    California LLC fees and taxes                            0              820
    Legal fees                                           7,358            9,890
    Licenses  and fees                                     845              845
    Meeting and conferences                                  0              463
    Outside services                                       825              975
    Postage                                                 30              800
    Printing                                             6,737            6,737
    Service fees (Note 3)                                8,407           10,953
    Temporary services                                     986            8,866
                                                  -------------    -------------
       Total Expenses                                   64,815           98,910
                                                  -------------    -------------

          Net Income                              $    315,721     $    413,273
                                                  =============    =============

        The accompanying notes are an integral part of these statements.

                                      -5-


<PAGE>

                         YOSEMITE MORTGAGE FUND II, LLC
                    (A CALIFORNIA LIMITED LIABILITY COMPANY)
                        CONDENSED STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
                                    UNAUDITED

        OPERATING ACTIVITIES
            Net Income                                             $    413,273
            Adjustments to reconcile Net Income
            to net cash provided by operations:
                Amortization                                             39,078
            Changes in Assets and Liabilities
                Increase in interest receivable                        (141,174)
                Increase in late fees receivable                         (1,439)
                Increase in deferred offering costs                     (61,694)
                Increase in accounts payable                                 98
                Increase in due to member                                30,137
                Increase in accounts payable for pending members      1,725,800
                Increase in service fees payable                          3,014
                Decrease in due to affiliate                           (374,775)
                                                                   -------------
        Net cash provided by Operating Activities                     1,632,318

        INVESTING ACTIVITIES
                Issuance of loans receivable                        (19,053,505)
                Collection on loans receivable                        3,599,305
                                                                   -------------
        Net cash provided by Investing Activities                   (15,454,200)

        FINANCING ACTIVITIES
                Capital contributions                                21,566,620
                Withdrawals from capital accounts                       (28,770)
                                                                   -------------
        Net cash provided by Financing Activities                    21,537,850
                                                                   -------------
    Net cash increase for period                                      7,715,968

    Cash at beginning of period                                             881
                                                                   -------------
Cash at end of period                                              $  7,716,849
                                                                   =============

Supplemental Disclosure:
------------------------

Annual California tax paid                                         $        800
                                                                   =============

        The accompanying notes are an integral part of these statements.

                                      -6-


<PAGE>

                         YOSEMITE MORTGAGE FUND II, LLC
                    (A CALIFORNIA LIMITED LIABILITY COMPANY)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                    UNAUDITED

NOTE 1 - NATURE OF OPERATIONS AND DEVELOPMENT STAGE OPERATIONS

Yosemite Mortgage Fund II, LLC (the "Company") is a company formed on March 19,
2001 under the California Beverly-Killea Limited Liability Company Act (the
"Act"), to conduct any lawful business for which a limited liability company may
be organized under the Act, including investment of the Company's cash and the
purchase and sale of notes, mortgages and deeds of trust, secured by interests
in real estate.

The Company's operating agreement provides that the term of the Company shall
continue until December 31, 2021, unless terminated earlier.

The Manager is MFP Management LLC (a California limited liability company)
formed on May 14, 2001 under the Act and is engaged in business as an investor
in real estate secured loans. MFP Management LLC is an affiliate of Pontes
Financial Group, Ltd. a California corporation, and Steven M. Pontes, General
Manager of MFP Management LLC.

The fiscal year end of the Company is December 31.

The Profit or Loss of the Company is allocated to the Members in proportion to
their respective Percentage Interest. The Manager is required to allocate to the
Members all Profits and Losses realized by the Company during any quarter as of
the close of business on the last day of each calendar quarter, in accordance
with their respective Interests and in proportion to the number of days during
the calendar quarter that they owned the Interests.

The Manager and its Affiliates are entitled to receive fees, compensation and
expense reimbursements from the Company, such as Management Fee, Mortgage
Service Fees, Company Expenses, Promotional Interest, Property Management Fee,
and Real Estate Brokerage Commissions.

The Manager is entitled to receive from the Company a Management Fee payable
monthly, in amounts determined by the Manager from time to time, up to a maximum
of three-quarters of one percent (0.75%) per annum of the Base Amount. For any
portion of the Capital Contributions not included in the Base Amount, the
Management Fee shall not exceed 0.5% per annum.

The Manager is entitled to receive a Promotional Interest in the Company, as an
additional Management Fee, that is equal to twenty-five percent (25%) of the
amount of Cash Available for Distributions that exceeds twelve percent (12%) of
Capital Contributions, for each and every Fiscal Year of the Partnership on a
non-cumulative basis.

If the Manager or an Affiliate performs property management services with
respect to a foreclosed residential property, the maximum Property Management
Fee, including all rent-up, leasing, and re-leasing fees and bonuses, and
leasing related services paid to any Person, shall be five percent (5%) of the
gross revenues from such property. For individual and commercial property, the
maximum Property Management Fee from such leases shall be six percent (6%) of
the gross revenues where the Manager or its Affiliates includes leasing,
re-leasing, and leasing-related services. Conversely, the maximum Property
Management Fee from such leases shall be three percent (3%) of the gross
revenues where the Manager or its Affiliates do not perform leasing, re-leasing,
and leasing-related services with respect to the property. For industrial and
commercial properties which are leased on a long-term basis, the maximum
Property Management Fee from such leases shall be one percent (1%) of the gross
revenues, except for a one-time initial leasing fee of three percent (3%) of the
gross revenues on each lease payable over the first five full years of the
original term of the lease.

                                      -7-


<PAGE>

                         YOSEMITE MORTGAGE FUND II, LLC
                    (A CALIFORNIA LIMITED LIABILITY COMPANY)
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                                    UNAUDITED

NOTE 1 - NATURE OF OPERATIONS AND DEVELOPMENT STAGE OPERATIONS (CONTINUED)

The total compensation paid to all Persons for the sale of a property held by
the Company as a result of a foreclosure shall be limited to a competitive real
estate commission, not to exceed six percent (6%) of the contract price for the
sale of the property.

All capitalized items used in this Note 1 are defined in the Company's operating
agreement.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting
-------------------
The financial statements of the Organization have been prepared on the accrual
basis of accounting and accordingly reflect all significant receivables,
payables, and other liabilities.

Estimates
---------
The preparation of financial statements in conformity with accounting principals
generally accepted in the United States of America 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.

Income taxes
------------
The Company is treated as a partnership for federal and California income tax
purposes. Consequently, all tax effects of the Company's income or loss are
passed through to the members individually, and no federal or California income
taxes are provided for in the financial statements of the Company. The Company
pays an annual California tax of $800 and an annual California LLC fee based
upon its total annual income.

Revenue recognition
-------------------
Interest is recognized as revenue when earned according to the terms of the
loan.

Loans secured by trust deeds
----------------------------
Loans secured by trust deeds will be selected by the Manager and originated by
or through Pontes Financial Group, Ltd., a California licensed real estate
broker corporation, and will be recorded at cost. Interest income on loans will
be accrued by the simple interest method. The Company will not recognize
interest income on loans once they are determined to be impaired until the
interest is collected in cash. A loan is impaired when, based on current
information and events, it is probable that the Company will be unable to
collect all amounts due according to the contractual terms of the loan agreement
and a specific reserve has been recorded. Cash receipts will be allocated to
interest income, except when such payments are specifically designated as
principal reduction or when management does not believe the Company's investment
in the loan is fully recoverable.

                                      -8-


<PAGE>

                         YOSEMITE MORTGAGE FUND II, LLC
                    (A CALIFORNIA LIMITED LIABILITY COMPANY)
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                                    UNAUDITED

NOTE 3 - RELATED PARTY TRANSACTIONS

DUE TO AFFILIATE
----------------
Pontes Financial Group, Ltd., the Initial Member, has advanced offering costs
and paid certain expenses on behalf of the Company and is entitled to receive
reimbursement from the Company. Outstanding offering costs and expense payable
to Pontes Financial Group, Ltd. as of September 30, 2003 was $32,464.

MANAGEMENT FEES
---------------
Under the Operating Agreement, the Manager is entitled to receive from the
Company a Management Fee payable monthly, in amounts determined by the Manager
from time to time, up to a maximum of three-quarters of one percent (0.75%) per
annum of capital contributions committed to investment in mortgage loans. The
Management Fee has been waived by the Manager for the quarter ending September
30, 2003.

SERVICE FEES
------------
The Manager and its Affiliates are also entitled to receive monthly Mortgage
Servicing Fees on loans which it services, in the amount of three-quarters of
one percent (0.75%) per annum of the principal outstanding in each loan.
One-quarter of one percent (0.25%) of the total fees were paid by the Company
and the remaining one-half of one percent (0.5%) of the total fees were paid by
the borrowers. Mortgage service fees expense for the three and nine month
periods ending September 30, 2003 were $ 8,407 and $ 10,953, respectively.
Mortgage service fees payable to the Manager from the Company as of September
30, 2003 were $ 3,014.

BORROWER'S COSTS
----------------
The Manager receives loan origination fees and other fees normally associated
with the loan placement and paid by the borrowers. These fees are paid directly
to the Manager by borrowers and are not included in the income and expenses of
the Company.

LOANS PURCHASED FROM AFFILIATES OF THE MANAGER
----------------------------------------------
The Company purchased loans, in whole or in part, from affiliates of the Manager
and certain members of the Company. Principal balances for loans purchased are
due on the first of the following month. As of September 30, 2003 were no
outstanding amounts payable for the loans purchased during the quarter.

NOTE 4 - LOANS RECEIVABLE

All loans receivable are secured by deeds of trust, and ownership of some loans
is partially shared with related parties (See Note 3). Loans receivable as of
September 30, 2003 consist of the following:

                                                                      Amount
                                                                   -------------

Loan # 3053, due in monthly installments of $ 4,604 interest
only payments at 13% maturing in September, 2004. The Company
owns 76% of this loan.                                             $    325,000

                                      -9-


<PAGE>

                         YOSEMITE MORTGAGE FUND II, LLC
                    (A CALIFORNIA LIMITED LIABILITY COMPANY)
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                                    UNAUDITED

NOTE 4 - LOANS RECEIVABLE (CONTINUED)
                                                                      Amount
                                                                   -------------

Loan #3054, due in monthly installments of $18,865 including
principal and interest at 12.75% maturing in July 2004. The
face amount of this loan is $1,600,000. The Company owns 100%
of this loan.                                                      $  1,391,603

Loan #3064, due in monthly installments of $6,316 including
principal and interest at 12.50% maturing in February 2007.
The face amount of this loan is $470,000. The Company owns
100% of this loan.                                                      393,450

Loan #3077, due in monthly installments of $11,793 of
interest only at 12.75%.  The principal balance is due in
December 2005.  The Company owns 86.96% of this loan.                   965,217

Loan #3080, due in monthly installments of $2,498 including
principal and interest at 12.75% maturing in March 2006. The
face amount of this loan is $200,000. The Company owns 100%
of this loan.                                                           186,914

Loan #3081, due in monthly installments of $8,117 including
principal and interest at 12.75% maturing in March 2006. The
face amount of this loan is $650,000. The Company owns 100% of
this loan.                                                              607,469

Loan #3092, due in monthly installments of $8,234 of
interest only at 12.75%.   The principal balance is due in
May 2004.  The Company owns 100% of this loan.                          775,000

Loan #3094, due in monthly installments of $2,985 including
principal and interest at 12.75% matured on August 2003. The
face amount of this loan is $302,258. The Company owns 100%
of this loan.                                                           280,966

Loan #3095, due in monthly installments of $4,097 including
principal and interest at 12.50% maturing in February 2007.
The face amount of this loan is $290,000. The Company owns
100% of this loan.                                                      256,643

Loan #3099, due in monthly installments of $5,557 of
interest only at 13.75%.  The principal balance is due in
September 2006.  The Company owns 48.45% of this loan.                  235,000

                                      -10-


<PAGE>

                         YOSEMITE MORTGAGE FUND II, LLC
                    (A CALIFORNIA LIMITED LIABILITY COMPANY)
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                                    UNAUDITED

NOTE 4 - LOANS RECEIVABLE (CONTINUED)
                                                                      Amount
                                                                   -------------
Loan #3101, due in monthly installments of $7,148 of
interest only at 11.75%.   The principal balance is due in
September 2006.  The Company owns 58.91% of this loan.             $    430,000

Loan #3102, due in monthly installments of $5,158
including principal and interest at 11% maturing in March
2007. The face amount of this loan is $465,000. The
Company owns 100% of this loan.                                         447,774

Loan #3105, due in monthly installments of $9,909
including principal and interest at 11.25% maturing in
December 2006. The face amount of this loan is $1,430,000.
The Company owns 28% of this loan.                                      295,664

Loan #3108, due in monthly installments of $2,596 of
interest only at 11.75%. The principal balance is due in
March 2007. The Company owns 100% of this loan.                         265,000

Loan #3110, due in monthly installments of $23,906 of
interest only at 12.75%. The principal balance is due in
May 2004. The Company owns 62% of this loan.                          1,405,000

Loan #3112, due in monthly installments of $20,000 of
interest only at 12.00%. The principal balance is due in
May 2007. The Company owns 50% of this loan.                          1,000,000

Loan #3115, due in monthly installments of $4,423 of
interest only at 12.682%. The principal balance is due in
August 2007. The Company owns 100% of this loan.                        418,500

Loan #3116, due in monthly installments of $20,188 of
interest only at 12.75%. The principal balance is due in
August 2005. The Company owns 66% of this loan.                       1,250,000

Loan #3121, due in monthly installments of $7,150 of
interest only at 12.00%. The principal balance is due in
October 2007. The Company owns 58% of this loan.                        415,000

Loan #3127, due in monthly installments of $7,344 of
interest only at 11.75%. he principal balance is due in
March 2008. The Company owns 100% of this loan.                         625,000

                                      -11-


<PAGE>

                         YOSEMITE MORTGAGE FUND II, LLC
                    (A CALIFORNIA LIMITED LIABILITY COMPANY)
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                                    UNAUDITED

NOTE 4 - LOANS RECEIVABLE (CONTINUED)
                                                                      Amount
                                                                   -------------

Loan #3129, due in monthly installments of $13,406
interest only at 9.75%.   The principal balance is due in
April 2008.  The Company owns 21% of this loan.                    $    350,000

Loan #3131, due in monthly installments of $4,100
interest only at 12.00%.   The principal balance is due in
April 2008.  The Company owns 76% of this loan.                         310,000

Loan #3132, due in monthly installments of $2,231
interest only at 12.75%.   The principal balance is due in
July 2006.  The Company owns 100% of this loan.                         210,000

Loan #3133, due in monthly installments of $24,479 of
interest only at 11.75%.   The principal balance is due in
October 2004.  The Company owns 54% of this loan.                     1,350,000

Loan #3137, due in monthly installments of $5,688 of
interest only at 9.75%.   The principal balance is due in
May 2008.  The Company owns 100% of this loan.                          700,000

Loan #3138, due in monthly installments of $5,650 of
interest only at 12%.   The principal balance is due in
December 2004.  The Company owns 100% of this loan.                     565,000
                                                                   -------------
                                                                   $ 15,454,200

                                      -12-


<PAGE>

Item 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANACIAL CONDITION AND
OPERATIONS

         As of September 30, 2003, the registrant was in its offering stage and
had received a total of $23,322,420 in members' capital contributions for Units
at $10.00 each. The offering was continuing seeking to raise the remainder of
the total of $50,000,000 in units of $10.00 each that were originally offered.
Prior to the fiscal quarter ended June 30, 2003, the Company was considered a
development stage company and had conducted no operations.

         At the three and nine month periods ending September 30, 2003, the
Company had originated and funded $210,000 and $1,475,000 in new loans,
respectively.

         At the three month period ending September 30, 2003, borrowers had paid
off the following loans purchased or originated by the Company.

        Loan     Date             Date of            Initial Loan
        ----     ----             -------            ------------
        Number   Acquired         Pay off            Amount
        ------   --------         -------            ------
        3055     05/01/03         7/10/2003            729,068.17
        3073     07/31/03         9/24/2003          1,424,400.00
        3096     05/01/03         7/10/2003            755,000.00
        3111     05/01/03          9/9/2003            650,000.00

         At September 30, 2003, mortgage investments totaling $ 15,454,200 had
been acquired, with interest rates ranging from 9.75% to 13.75%. These mortgage
loans were acquired from PFG, Ltd. Sterling 1995 Mortgage Fund, LLP; a
California limited partnership and Yosemite Mortgage Fund, LLC, a California
limited liability company, the two private mortgage funds from which the
registrant is initially acquiring its mortgage loans. Some of the Company's
interests in these loans were acquired from private investors. As additional
funds are obtained from its public offering of Units, the registrant will
acquire the balance of the mortgage loans now held by Yosemite Mortgage Fund,
LLC. PFG, Ltd.

         Sterling 1995 Mortgage Fund, LLP, and Yosemite Mortgage Fund, LLC are
affiliated with the registrant through their manager and general partner, who
are Pontes Financial Group, Ltd. and Steven M. Pontes, respectively.

         The purchase of the loans from PFG, Ltd. Sterling 1995 Mortgage Fund,
LLP has been completed. The cost to the registrant for the existing loans
remaining to be acquired from Yosemite Mortgage Fund, LLC and private investors
is expected to be approximately $7,418,615.

         As of September 30, 2003, the registrant had acquired the following
mortgage loans from PFG, Ltd. Sterling 1995 Mortgage Fund, LLP, Yosemite
Mortgage Fund, LLC, and private investors holding interests in those loans:

        Loan     Percentage        Date of
        ----     ----------        -------
        Number   Owned             Purchase         Purchase Price*
        ------   -----             --------         ---------------
        3053      76.47%           07/31/03            325,000.00
        3054     100.00%           06/30/03          1,409,196.00
        3064     100.00%           05/01/03            404,205.76
        3077      86.96%           06/30/03            965,217.40

                                      -13-


<PAGE>

        3080     100.00%           05/01/03            189,392.69
        3081     100.00%           09/16/03            607,469.07
        3092     100.00%           05/01/03            775,000.00
        3094     100.00%           09/16/03            280,965.54
        3095     100.00%           05/01/03            263,544.01
        3099      48.45%           06/30/03            235,000.00
        3101      58.91%           05/01/03            430,000.00
        3102     100.00%           06/30/03            450,881.79
        3105      27.97%           09/16/03            295,664.34
        3108     100.00%           05/01/03            265,000.00
        3110      62.44%           07/31/03          1,405,000.00
        3112      50.00%           08/27/03          1,000,000.00
        3115      12.68%           09/16/03            418,500.00
        3116      65.79%           08/27/03          1,250,000.00
        3121      58.04%           08/28/03            415,000.00
        3127     100.00%           06/16/03            625,000.00
        3129      21.21%           09/16/03            350,000.00
        3131      75.61%           08/27/03            310,000.00
        3133      54.00%           05/01/03          1,350,000.00

         * Purchase Price for May 1, 2003 purchases included the April income
accrued by affiliates.

         A. Compensation of the Manager and Affiliates By the Registrant.

         The Manager, MFP Management LLC, has received compensation from the
registrant for its services during the fiscal quarter ended September 30, 2003
in the amount of $ 8,407, all of which the Manager has assigned to its
affiliate, Pontes Financial Group, Ltd. No other amounts were received by the
Manager or its Affiliates for services or reimbursement of costs or expenses
from the registrant during the period covered by this report.

         B. Forward-Looking Statements.

         Some of the information in this report on Form 10-QSB may contain
forward-looking statements. Uses of the words such as "will", "may",
"anticipate", "estimate", "continue" or other similar words discuss or refer to
future expectations,, contain projections of results of operations or of
financial conditions, or state other forward-looking information. As such, this
analysis may prove to be inaccurate because of assumptions made by the Manager
or the actual development of future events. No assurance can be given that any
of these statements or predictions will ultimately prove to be correct or
substantially correct.

Item 3.  CONTROLS AND PROCEDURES

         Within the 90 days prior to the date of this report, the General
Manager of the Manager of the registrant, MFP Management LLC, who performs the
functions of the registrant's principal executive and principal financial
officers, carried out an evaluation of the effectiveness of the design and
operation of the registrant's disclosure controls and procedures (as defined in
Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act). Based upon the
evaluation, the General Manager concluded that the registrant's disclosure
controls and procedures are effective. There were no significant changes in the
registrant's internal controls or in other factors that could significantly
affect the registrant's disclosure controls and procedures subsequent to the
date of this evaluation.

                                      -14-


<PAGE>

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         None

Item 2.  Changes in Securities and Use of Proceeds

         As stated in our securities registration statement dated March 13,
2003, we are offering a maximum of 5,000,000 units in our initial public
offering; 1,500,000 additional units are reserved for possible issuance under
our Distribution Reinvestment Plan. Units are offered for sale at $10 per unit.

         During the three and nine month periods ending September 30, 2003, we
have issued a total of 1,058,760 and 2,156,662 units, respectively, representing
the dollar amounts of $ 10,587,600 and $21,566,620, respectively.

         We expect the use of the proceeds of this offering to be investment in
mortgage loans.

Item 3.  Defaults on Senior Securities

         None

Item 4.  Submission of Matters to a Vote of Securities Holder

         None

Item 5.  Other information

         None

Item 6.  Exhibits and Reports on Form 8-K.

         (a) The Exhibits furnished with this report:

             31. Rule 13a-14a/15d-14(a) Certification

             32. Section 1350 Certification

         (b) On October 28th, the Company filed a report on Form 8-K.

             Item 4. Changes in Registrant's Certifying Public Accountant

                                   SIGNATURES

       In accordance with the requirements of the Exchange Act the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized

                                       YOSEMITE MORTGAGE FUND II, LLC

                                       By:  MFP Management LLC

                                       By:  /s/  Steven M. Pontes
                                            ---------------------------------
                                            Steven M. Pontes, General Manager

                                      -15-