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

                                    FORM 10-Q

[x]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

                  For the quarterly period ended June 30, 2005

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

                             For the transition period from ________ to ________

                                               Commission File Number: 333-98337


                         YOSEMITE MORTGAGE FUND II, LLC
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

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


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


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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period than 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 [ ]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                     PROCEEDINGS DURING THE PAST FIVE YEARS

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. _________________


                                       1
<PAGE>

                         YOSEMITE MORTGAGE FUND II, LLC

                                      INDEX

                                                                     PAGE NUMBER
                                                                     -----------

PART I. FINANCIAL INFORMATION
-----------------------------

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

Condensed Financial Statements                                            3

Condensed Balance Sheets
        June 30, 2005 and December 31, 2004                               4

Condensed Statements of Income
        Three and six months ended June 30, 2005 and June 30, 2004        5

Condensed Statement of Members' Equity
        June 30, 2005                                                     6

Condensed Statements of Cash Flows
        Six months ended June 30, 2005 and June 30, 2004                  7

Notes to Condensed Financial Statements                                   8

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS                             13

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
        ABOUT MARKET RISK                                                16

ITEM 4. CONTROLS AND PROCEDURES                                          17


PART II. OTHER INFORMATION
--------------------------

ITEM 1. LEGAL PROCEEDINGS                                                18

ITEM 2. USE OF PROCEEDS                                                  18

ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                  18

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS              18

ITEM 5. OTHER INFORMATION                                                18

ITEM 6. EXHIBITS                                                         19


                                       2
<PAGE>

                          PART 1: FINANCIAL INFORMATION


ITEM 1: CONDENSED FINANCIAL STATEMENTS

      The accompanying  unaudited condensed financial  statements should be read
in conjunction  with the  registrant's  Form 10-KSB dated March 17, 2005.  These
statements  have  been  prepared  in  accordance  with the  instructions  of the
Securities  and  Exchange  Commission  Form  10-Q  and do not  include  all  the
information and footnotes required by generally accepted  accounting  principles
for complete 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
operations for the six months ended June 30, 2005 are not necessarily indicative
of the results that may be expected for the year ended December 31, 2005.


                                       3
<PAGE>

                         YOSEMITE MORTGAGE FUND II, LLC
                    (A California Limited Liability Company)
                            CONDENSED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                    June 30, 2005   December 31, 2004
                                                     (Unaudited)        (Audited)
                                                    -------------   -----------------
<S>                                                 <C>             <C>

                                     Assets
Assets:
  Loans receivable (Note 4)                         $  31,762,779   $      29,454,647
  Cash                                                 15,816,180           8,754,478
  Interest receivable                                     234,643             209,287
  Due from affiliate (Note 3)                                  --              96,075
  Prepaid expenses                                          5,000                  --
  Deferred offering costs, net of accumulated
    amortization of $203,204 and $156,311 at
    June 30, 2005 and December 31, 2004,
    respectively                                          265,728             312,621
                                                    -------------   -----------------
        Total Assets                                $  48,084,330   $      38,827,108
                                                    =============   =================

Liabilities and Members' Equity
Liabilities:
  Accounts payable                                  $       4,972   $           7,400
  Distributions payable                                   422,228             417,538
  Accrued legal fees                                           --               6,033
  Service fees payable (Note 3)                             6,122               4,905
                                                    -------------   -----------------
        Total Liabilities                                 433,322             435,876
                                                    -------------   -----------------

Members' Equity:
  Initial member                                              824                 824
  Members                                              47,650,184          38,390,408
                                                    -------------   -----------------
        Total Members' Equity                          47,651,008          38,391,232
                                                    -------------   -----------------
            Total Liabilities and Members' Equity   $  48,084,330   $      38,827,108
                                                    =============   =================
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>

                         YOSEMITE MORTGAGE FUND II, LLC
                    (A California Limited Liability Company)
                         CONDENSED STATEMENTS OF INCOME
                                    Unaudited


<TABLE>
<CAPTION>
                                     For the three    For the three    For the six     For the six
                                     months ended     months ended    months ended    months ended
                                     June 30, 2005    June 30, 2004   June 30, 2005   June 30, 2004
                                     -------------    -------------   -------------   -------------
<S>                                  <C>              <C>             <C>             <C>
Revenue:
  Interest on loans receivable       $     845,934    $     576,121   $   1,680,385   $   1,367,695
  Late charges on loans receivable          12,309              355          12,309             521
  Other income                              12,631               --          12,631              --
  Other interest                            31,764            4,706          48,143           7,574
                                     -------------    -------------   -------------   -------------
      Total Revenue                        902,638          581,182       1,753,468       1,375,790
                                     -------------    -------------   -------------   -------------

Expenses:
  Accounting                                26,968           33,607          85,530          63,659
  Amortization                              23,446           23,446          46,893          46,893
  Licensing and filing fees                    705            2,170           3,829           6,420
  Foreclosure                                8,500            3,622           8,500           3,622
  Fund insurance                               295              295             295             295
  Legal fees                                (5,295)          18,398          75,073          44,271
  Printing                                   3,566               --           4,729           1,119
  Loan servicing fees (Note 3)              21,145           12,391          40,525          29,157
                                     -------------    -------------   -------------   -------------
      Total Expenses                        79,330           93,929         265,374         195,436
                                     -------------    -------------   -------------   -------------

          Income from operations           823,308          487,253       1,488,094       1,180,354

          Income tax provision                  --               --           6,800           6,800
                                     -------------    -------------   -------------   -------------

          Net Income                 $     823,308    $     487,253   $   1,481,294   $   1,173,554
                                     =============    =============   =============   =============
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>

                         YOSEMITE MORTGAGE FUND II, LLC
                    (A California Limited Liability Company)
                     CONDENSED STATEMENT OF MEMBERS' EQUITY
                                    Unaudited


                                Initial Member     Members          Total
                                --------------   ------------    ------------
Balance, December 31, 2004      $          824   $ 38,390,408    $ 38,391,232
Contributions                               --      9,750,200       9,750,200
Reinvestment of Distributions               --        739,534         739,534
Distributions                               --     (1,486,494)     (1,486,494)
Withdrawals                                 --     (1,224,758)     (1,224,758)
Net income allocated                        --      1,481,294       1,481,294
                                --------------   ------------    ------------

Balance, June 30, 2005          $          824   $ 47,650,184    $ 47,651,008
                                ==============   ============    ============


   The accompanying notes are an integral part of these financial statements.

                                       6
<PAGE>

                         YOSEMITE MORTGAGE FUND II, LLC
                    (A California Limited Liability Company)
                       CONDENSED STATEMENTS OF CASH FLOWS
                                    Unaudited


<TABLE>
<CAPTION>
                                                       For the six      For the six
                                                      months ended     months ended
                                                      June 30, 2005    June 30, 2004
                                                      -------------    -------------
<S>                                                   <C>              <C>

Cash flows from operating activities:
  Net Income                                          $   1,481,294    $   1,173,554
  Amortization                                               46,893           46,893
  Write-off of software                                                       36,982
  Adjustments to reconcile net income to net cash
      provided by operations:
      Accounts payable                                       (2,428)           5,902
      Due from affiliate                                     96,075          (50,000)
      Interest receivable                                   (25,356)          76,478
      Accrued legal fees                                     (6,033)              --
      Late fees receivable                                       --              187
      Prepaid expenses                                       (5,000)              --
      Service fees payable                                    1,217           (1,648)
                                                      -------------    -------------
          Net cash provided by operating activities       1,586,662        1,288,348
                                                      -------------    -------------

Cash flows from investing activities:
  Issuance of loans receivable                          (12,462,144)      (4,080,126)
  Purchase of loans receivable                                   --         (600,000)
  Collection on loans receivable                         10,154,012        4,322,647
                                                      -------------    -------------
              Net cash used in investing activities      (2,308,132)        (357,479)
                                                      -------------    -------------

Cash flows from financing activities:
  Members' contributions                                  9,750,200        2,817,500
  Members' distributions                                 (1,967,028)        (629,765)
                                                      -------------    -------------
          Net cash provided by financing activities       7,783,172        2,187,735
                                                      -------------    -------------

              Increase in cash                            7,061,702        3,118,604

              Cash, beginning of period                   8,754,478        4,419,769
                                                      -------------    -------------

                  Cash, end of period                 $  15,816,180    $   7,538,373
                                                      =============    =============


Supplemental Cash Flow Information:

  Cash paid for income taxes                          $       6,800    $       6,800
                                                      -------------    -------------
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       7
<PAGE>

                         YOSEMITE MORTGAGE FUND II, LLC
                    (A California Limited Liability Company)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                    Unaudited


NOTE 1 - NATURE OF 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 August  20,  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,  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.

The total  compensation  paid to all Persons for the sale of a property  held by
the Company as a result of a


                                       8
<PAGE>

                         YOSEMITE MORTGAGE FUND II, LLC
                    (A California Limited Liability Company)
               NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
                                    Unaudited


NOTE 1 - NATURE OF OPERATIONS (Continued)

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 generally  accepted
accounting principles 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 (Loss) Allocation
------------------------
Quarterly  profits  and  losses are  allocated  to the  members  based upon each
member's  respective  interest  in  proportion  to the number of days during the
quarter in which each member  owned the  interest.  Net losses  allocable to the
period before the  admission of additional  members are allocated to the initial
member.  During  the first  quarter  of 2003,  the  initial  member was the only
member;  accordingly,  the first quarter's net loss of $176 was allocated to the
initial member.  Terms of the Limited Liability Company Operating Agreement call
for  prospective  profits and losses to be allocated only to the members with no
allocation to the initial member.

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.


                                       9
<PAGE>

                         YOSEMITE MORTGAGE FUND II, LLC
                    (A California Limited Liability Company)
               NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
                                    Unaudited


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Allowance for loan losses
-------------------------
The Manager  regularly  reviews the mortgage loan  portfolio to assess whether a
loan loss  reserve is  necessary.  Borrower  payment  history,  the value of the
property  by which the loan is  secured,  and other  economic  and  geographical
conditions are considered. In addition to these factors the Manager believes its
underwriting  standard  to fund only  those  loans not  greater  than 70% of the
collateral   provides  an  adequate   reserve   against  risk  posed  by  market
deterioration and/or delinquent payments.  The Manager determines,  on a case by
case basis,  whether or not to accrue  interest  income for loans  delinquent or
otherwise in default. The Manager regularly reviews its portfolio,  particularly
any loans  that are  delinquent,  to  determine  whether a loan loss  reserve is
necessary.  At June 30, 2005, the Manager  determined that no loan loss reserves
were required.

Deferred Offering Costs
-----------------------
During the Company's  development  stage, all costs associated with the offering
of the Company's  securities were  capitalized.  These deferred  offering costs,
totaling $468,932 are amortized using the straight-line method over five years.

Capitalized Software
--------------------
Capitalized  software is stated at cost. At December 31, 2003,  the software was
still  in  the  development  stage.  All  long-lived  assets  are  reviewed  for
impairment  when events or changes in  circumstances  indicate that the carrying
amount of the asset may not be  recoverable.  Impairment  losses are recorded if
the asset's  carrying amount is not recoverable  through its  undiscounted  cash
flows. An impairment loss is recognized and recorded in current  earnings to the
extent the carrying amount of an asset exceeds its estimated fair value.  During
the first quarter of 2004,  the Manager  deemed the  Capitalized  Software to be
impaired and,  hence,  a loss of $36,982 was recorded as accounting  expenses in
the Statement of Income for the year ended December 31, 2004. The loss, however,
was offset by the  reimbursement  from the Initial Member of $50,000 relating to
the failed software development effort and related accounting fees (See Note 3).

Reclassifications
-----------------
Certain  reclassifications  of prior year  balances have been made to conform to
the current  year  presentation.  Such  reclassifications  have no effect on net
income.


NOTE 3 - RELATED PARTY TRANSACTIONS

Due from Affiliate
------------------
Pontes Financial Group,  Ltd., an affiliate of the Manager,  offered then agreed
to  reimburse  the  Company  in the  amount  of  $50,000  for a  portion  of the
organizational  costs  relating  to a failed  software  development  effort  and
related  accounting  fees.  During the third quarter of 2004,  Pontes  Financial
Group, Ltd. paid the entire amount of $50,000 to the Company.

Pontes  Financial Group,  Ltd., the Initial Member,  services the loans in which
the Company  invests.  On December 29, 2004,  Loan #3119 was paid in full by the
borrower.  Pontes  Financial  Group,  Ltd.  collected the principal and interest
payment  associated with this payoff.  As of December 31, 2004,  $96,075 was due
from the affiliate,  Pontes  Financial Group,  Ltd.,  representing the Company's
portion of the payoff proceeds that were in transit. The amount was paid in full
by Pontes Financial Group, Ltd. and received by the Company on January 3, 2005.


                                       10
<PAGE>

                         YOSEMITE MORTGAGE FUND II, LLC
                    (A California Limited Liability Company)
               NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
                                    Unaudited


NOTE 3 - RELATED PARTY TRANSACTIONS (Continued)

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.
Including  the  quarter  ending  June 30,  2005,  the  Manager  has  waived  the
management fee for every quarter since the Company's inception.  Had the Manager
accepted the management  fee, the maximum  management fee expense charged to the
Company would have been approximately $95,900 and $173,100 for the three and six
month periods  ending June 30, 2005, as compared to $66,500 and $132,400 for the
same periods ending June 30, 2004. The total maximum management fee expense that
has been waived by the Manager  since the Company's  inception is  approximately
$690,500.

Service Fees
------------
The Manager and its  Affiliates  are also entitled to receive  monthly  Mortgage
Servicing Fees on loans in 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  expenses  for the  three and six month
periods   ending  June  30,  2005  were   approximately   $21,100  and  $40,500,
respectively.  For the same periods of 2004, Mortgage service fees expenses were
approximately  $12,400 and $29,200.  As of June 30, 2005,  the mortgage  service
fees payable to the Manager from the Company was approximately $6,100.

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 has 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 June 30,  2005,
there was no outstanding payable for loans purchased.


                                       11
<PAGE>

                         YOSEMITE MORTGAGE FUND II, LLC
                    (A California Limited Liability Company)
               NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
                                    Unaudited

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
June 30, 2005 and December 31, 2004 consist of the following:

<TABLE>
<CAPTION>
                                                               Company
              Interest     Loan                    Maturity   Ownership      June 30,     December 31,
Loan Number     Rate      Status     Loan Type       Date     Percentage        2005          2004
-----------   --------    ------   -------------   --------   ----------    -----------   ------------
<S>           <C>         <C>      <C>             <C>        <C>           <C>           <C>
#3053            13.00%   Current  Interest-only    9/2004          79.6%       390,126        390,126
#3054            12.75%   Paid off   Amortized      7/2006           100%            --      1,279,243
#3068            12.75%   Paid off Interest-only    5/2005            25%            --        150,000
#3077            12.75%   Current  Interest-only   12/2005         86.96%       839,496        965,217
#3080            12.75%   Current    Amortized      3/2006           100%       174,945        178,641
#3081            12.75%   Current    Amortized      3/2006           100%       568,572        580,579
#3102            12.00%   Current    Amortized      3/2007           100%       427,612        435,841
#3107            11.75%   Paid off Interest-only    2/2008           100%            --        550,000
#3110            12.75%   Current  Interest-only    9/2004         72.44%     1,630,000      1,630,000
#3112            12.00%   Paid off Interest-only    5/2007            50%            --      1,000,000
#3121            12.75%   Paid off Interest-only   10/2007         58.04%            --        415,000
#3125            11.50%   Paid off Interest-only    3/2005         74.56%            --        425,000
#3132            12.75%   Current  Interest-only    7/2006           100%       210,000        210,000
#3137            10.75%   Paid off Interest-only    5/2008           100%            --        700,000
#3140            12.75%   Current  Interest-only   11/2008         50.41%       915,000        915,000
#3143            12.75%   Default  Interest-only   11/2008         61.43%     2,150,000      2,150,000
#3144            12.75%   Paid off Interest-only    5/2005         81.89%            --      4,975,000
#3146            11.75%   Paid off   Amortized      4/2009           100%            --        450,000
#3149            10.75%   Current  Interest-only    9/2008          57.6%     2,350,000      2,350,000
#3151             9.00%   Current  Interest-only    7/2009           100%     1,000,000      1,000,000
#3152            11.00%   Current  Interest-only    7/2007           100%       515,000        515,000
#3153             9.00%   Current  Interest-only    7/2009           100%     1,900,000      1,900,000
#3155            10.00%   Current  Interest-only    8/2007           100%     2,000,000      2,000,000
#3156             8.75%   Current  Interest-only    8/2007           100%     1,100,000      1,100,000
#3157             9.50%   Current  Interest-only    9/2007           100%     1,000,000      1,000,000
#3158            10.00%   Current  Interest-only   12/2006           100%       810,000        810,000
#3161             9.50%   Current  Interest-only   12/2007           100%       480,000        480,000
#3162            11.00%   Current  Interest-only    6/2006           100%     1,000,000        900,000
#3163             8.75%   Current    Amortized      2/2010           100%     5,439,884             --
#3166             9.75%   Current  Interest-only    3/2007           100%     2,473,250             --
#3167            10.00%   Current  Interest-only    5/2010         81.17%       625,000             --
#3168             9.00%   Current  Interest-only    6/2010           100%     1,050,000             --
#3169            10.00%   Current  Interest-only    6/2010         51.67%       695,000             --
#3170             9.25%   Current  Interest-only    7/2010           100%     2,018,894             --

Total Loans Receivable                                                      $31,762,779    $29,454,647
</TABLE>

                  Weighted Average Yield of Portfolio = 10.26%


                                       12
<PAGE>

                         YOSEMITE MORTGAGE FUND II, LLC
                    (A California Limited Liability Company)


Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

Results of Operations
---------------------

Three Months Ended June 30, 2005 Compared to 2004

Net income was approximately  $336,000 higher in the second three months of 2005
versus the same period of 2004. Revenues were over $321,400 higher in the second
quarter of 2005 versus 2004,  primarily resulting from the April 2005 receipt of
past due interest and late fees in the payoff proceeds of two default loans. The
increase in revenues was also attributable to the increase in the loan portfolio
over the prior year. Expenses were nearly $14,600 lower in the second quarter of
2005 versus the same period in 2004,  driven  primarily by the  reimbursement of
legal fees received  during the quarter and a decrease in  accounting  expenses,
and offset by the increase in loan  servicing  fees that stemmed from the higher
loan portfolio over the prior year.

Six Months Ended June 30, 2005 Compared to 2004

Net income  increased by over $307,700 from 2004 to 2005.  Revenues,  consisting
primarily of loan  interest  income and late fees,  increased  by  approximately
$377,700. The increase was primarily due to the receipt of past due interest and
late fees included in the April 2005 payoffs of two default loans, as well as an
increase in the loan portfolio over the prior year.  Expenses  increased by over
$69,900 in the first six months of 2005 as compared to 2004.  This  increase was
primarily attributable to an increase in legal and accounting fees.


Financial Condition
-------------------

During the six months  ending  June 30,  2005,  the Company  sold,  for Units at
$10.00  each,  $9,750,200  in  member  capital  contributions,  as  compared  to
$2,954,500 in the same period of 2004.  Included in the  $2,954,500  sold in the
first six months of 2004 is $137,000 in deposits that were received in 2003, and
accepted  as  contributions  in the  first  quarter  of 2004.  As such,  pending
deposits of $137,000  were  reserved for as of December  31, 2003.  73,953 Units
valued at $10.00  each were  issued  during the six months  ending June 30, 2005
under  the  Distribution  Reinvestment  Plan.  As of June 30,  2005,  a total of
4,760,057 Units were outstanding.

The Company  originated  loans  approximating  $12,462,000  during the six-month
period ending June 30, 2005. In the same period of 2004, the Company  originated
and  purchased  loans  totaling  $4,680,000.  The  interest  rates of the  loans
acquired in the first six months of 2005 and 2004 range from 8.75% to 11.00% and
9.00% to  12.75%,  respectively.  During the six months  ending  June 30,  2005,
borrowers paid off the following loans:

      Loan       Principal    Interest      Payoff
      Number       Amount       Rate      Month/Year
      --------   ----------   --------    ----------
      3054       $1,260,343      12.75%     3/2005
      3068          150,000      12.75%     6/2005
      3107          550,000      11.75%     4/2005
      3112        1,000,000      12.00%     3/2005
      3121          415,000      12.75%     1/2005
      3125          425,000      11.50%     4/2005
      3137          700,000      10.75%     2/2005
      3144        4,975,000      12.75%     4/2005
      3146          450,000      11.75%     2/2005
                 ----------
                 $9,925,343
                 ==========


                                       13
<PAGE>

During the next 12 months,  the  Manager  and its  affiliate,  Pontes  Financial
Group,  Ltd.,  will be selecting  mortgage  loans for the  Company's  investment
portfolio and will also assist by obtaining, processing and managing those loans
for the Company.  The number of loans to be invested  will depend upon the gross
proceeds raised, as well as the availability of suitable loans for the Company's
investment portfolio.

As of June 30, 2005, the following loan was in default:

                       Total
                     Principal      Company     Interest
      Loan Number     Amount       Ownership      Rate
      -----------   -----------   -----------   --------
      3143          $ 3,500,000   $ 2,150,000      12.75%


The  borrower of Loan #3143 paid only part of the payment due June 1, 2004.  The
Manager  advanced the remainder of the June 1, 2004 payment,  as well as each of
the entire payments due July 1, 2004 through December 1, 2004. As such, the loan
is in foreclosure  and had a scheduled  sale date of December 7, 2004.  Prior to
the  sale  date,  however,  an  unsecured  creditor  filed  for  an  involuntary
bankruptcy, Chapter 11 reorganization.  In June 2005, the Company entered into a
stipulated  order  agreement  with the  borrower and the U.S.  Bankruptcy  Court
whereby the Company  will be allowed to proceed with the  foreclosure  unless by
September 15, 2005, the borrower files a Notice of Sale with the court providing
for an all cash sale in an amount  sufficient  to at least satisfy the Company's
secured claim including  principal,  default  interest,  late fees and all costs
associated  with the  foreclosure.  The noticed  sale  agreement  must include a
provision  for a  nonrefundable  $50,000  earnest  money  deposit  that  must be
received by the borrower within forty-five days from the date the Notice of Sale
is filed.  If either the  borrower  does not receive the $50,000  earnest  money
deposit  within the  forty-five  day limit or the sale  agreement does not close
within  sixty-one  days from the date the Notice of Sale is filed (or ninety-two
days if an additional nonrefundable $50,000 earnest money deposit is received by
the borrower),  the Company will be allowed to proceed with the foreclosure.  An
Order  Authorizing  Sale of Real  Property Free and Clear of Liens was issued by
the U.S.  Bankruptcy  Court on July 15,  2005.  Per the terms of the  Stipulated
Judgment entered on June 10, 2005, the $50,000  non-refundable  deposit was paid
to the Fund on August 9, 2005. The Manager  believes  that, if  applicable,  the
proceeds  from a  liquidation  will be  sufficient  to pay all past due payments
including the default interest, late charges, principal and all expenses related
to collection. Due to the bankruptcy proceedings,  the Manager has elected to no
longer advance payments on the loan and accordingly, will not accrue interest on
the loan.

Liquidity and Capital Resources
-------------------------------

Sales of units to Members and loan payoffs  provide the capital for new mortgage
investments.  The Company's sole business,  making loans secured by real estate,
is  particularly  vulnerable  to  changes  in  macroeconomic   conditions.   Any
significant  decline in  economic  activity,  particularly  in the  geographical
markets in which the loans are concentrated,  results in a decline in the demand
for real estate acquisition and development loans. Declines in economic activity
are often  accompanied by a decline in prevailing  interest rates.  Although the
Company's  lending  rates are not directly tied to the Federal  Reserve  Board's
discount rate, a sustained and widespread  decline in interest rates impacts the
interest rates the Company is able to obtain on loans. Since the Company's loans
generally  do not  have  prepayment  penalties,  declining  interest  rates  may
motivate  borrowers  to prepay  their  loans and the  Company may not be able to
reinvest the amounts prepaid in loans generating a comparable  yield.  Moreover,
any significant  decline in economic activity could adversely impact the ability
of borrowers to complete their  projects and obtain take out financing.  This in
turn could increase the level of defaults the Company may experience.


                                       14
<PAGE>

Member  withdrawals from the Fund were  approximately  $1,224,800 and $0 for the
six months ending June 30, 2005 and 2004, respectively. Members may withdraw, or
partially withdraw,  from the Fund and obtain the return of all or part of their
capital  account  within 61 to 91 days  after  they  deliver  written  notice of
withdrawal to the Manager, subject to the following additional conditions:

      o     Members  may not  withdraw  from the Fund  until one year  after the
            purchase of units.
      o     Withdrawal   payments   are  made  from  net   proceeds  of  capital
            transactions and capital contributions.
      o     The Manager must  determine  that the proposed  withdrawal  will not
            impair the capital or operation of the Fund.
      o     The  Company is not  required  to sell any  portion of its assets to
            fund a withdrawal.
      o     The  withdrawal  amount is determined by the capital  account on the
            date of the  distribution,  even  if  this  is not  the  same as the
            proportionate share of the then fair market value of assets.
      o     No more than 10% of the outstanding  capital accounts of Members can
            be withdrawn  during any calendar year,  except upon  dissolution of
            the Fund.
      o     If a capital  account is reduced below $10,000 due to any withdrawal
            payment,  the Company may  distribute  the  remaining  amount in the
            Member's capital account as a cancellation.
      o     Withdrawal requests are made on a first-come, first-served basis. If
            the sums needed to fund  withdrawals in any particular  month exceed
            the  amount  of  cash  available  for  withdrawals,  funds  will  be
            distributed  first to the Member whose  request was received  first,
            until the withdrawal request is paid in full.


Contingency Reserves
--------------------

The Company  maintains a cash working capital reserve of approximately 3% of the
Member  capital  accounts to cover any future  expenses  in excess of  revenues,
satisfy obligations of underlying security  properties,  expend money to satisfy
any unforeseen  obligations  and for other  permitted  uses of working  capital.
Although the Manager  believes that the working capital reserve is adequate,  it
could become necessary to sell or otherwise liquidate certain of its investments
to cover  such  contingencies  on terms  which  might  not be  favorable  to the
Company.


Compensation of the Manager and Affiliates By the Registrant
------------------------------------------------------------

The Manager, MFP Management LLC, earned compensation from the registrant for its
services  during the six month periods ending June 30, 2005 and June 30, 2004 in
the amounts of $40,525 and $29,157,  respectively,  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.


Forward-Looking Statements
--------------------------

Some of the information in this report on Form 10-Q 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.


                                       15
<PAGE>

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The following table contains  information  about the Company's  interest earning
assets as of June 30,  2005.  The Company does not  currently  hold any interest
bearing liabilities. The presentation for each category aggregates the assets by
their maturity dates for maturities  occurring in each of the years 2006 through
2010 and aggregates the information  for all maturities  arising after 2010. The
carrying values of the assets approximate their fair values as of June 30, 2005.

                             Interest Earning Assets
                           Aggregated by Maturity Date
                                  June 30, 2005

<TABLE>
<CAPTION>
                        2005            2006          2007          2008          2009       Thereafter        Total
                   --------------    ----------    ----------    ----------    ----------    ----------    --------------
<S>                <C>               <C>           <C>           <C>           <C>           <C>           <C>

Money market
account            $   14,843,461                                                                          $   14,843,461

Average
interest rate                1.49%                                                                                   1.49%

Loans secured
by trust deeds     $    2,859,622    $2,763,517    $7,995,862    $5,415,000    $2,900,000    $9,828,778    $   31,762,779

Weighted average
interest rate               12.78%        11.31%         9.83%        11.88%         9.00%         9.05%            10.26%
</TABLE>


Market Risk
-----------

Market risk is the exposure to loss  resulting  from changes in interest  rates,
equity  prices and real estate  values.  The Company does not have any assets or
liabilities  denominated  in foreign  currencies.  The Company does not hedge or
otherwise  seek to manage  interest  rate risk.  The Company does not enter into
risk sensitive instruments for trading purposes.

The  Company's  sole  business,   making  loans  secured  by  real  estate,   is
particularly vulnerable to changes in macroeconomic conditions.  Any significant
decline in economic activity,  particularly in the geographical markets in which
the loans are  concentrated,  results in a decline in the demand for real estate
acquisition  and  development  loans.  Declines in economic  activity  are often
accompanied by a decline in prevailing  interest  rates.  Although the Company's
lending  rates are not directly  tied to the Federal  Reserve  Board's  discount
rate, a sustained and widespread  decline in interest rates impacts the interest
rates  the  Company  is able to  obtain on  loans.  Since  the  Company's  loans
generally  do not  have  prepayment  penalties,  declining  interest  rates  may
motivate  borrowers  to prepay  their  loans and the  Company may not be able to
reinvest the amounts prepaid in loans generating a comparable  yield.  Moreover,
any significant  decline in economic activity could adversely impact the ability
of borrowers to complete their  projects and obtain take out financing.  This in
turn could increase the level of defaults the Company may experience.


                                       16
<PAGE>

Item 4. 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.


                                       17
<PAGE>

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not presently  involved in any material pending legal proceedings
other than ordinary routine litigation incidental to the business.


Item 2. Use of Proceeds

Pursuant to a Securities Act registration  statement on Form SB-2,  S.E.C.  file
number  333-98337,  effective  on March 13, 2003,  as amended by  post-effective
amendment no.2 on August 13, 2004,  the Company is engaged in a public  offering
of registered units of limited liability company interest,  underwritten by Rice
Pontes  Capital,  Inc. The number of units  registered  is  6,500,000,  of which
5,000,000 are offered in the initial  public  offering and  1,500,000  have been
reserved for possible  issuance  under the Company's  Distribution  Reinvestment
Program.  All units are  offered  at $10.00 per unit for an  aggregate  offering
price of  $65,000,000.  As of June 30, 2005, the number of units sold and issued
is 4,760,057, for an aggregate offering price of $47,600,570.  There are 495,679
units remaining unsold in the initial public offering.

The total  expenses of the offering,  incurred for the account of the Company to
June 30, 2005, were approximately $529,000. These expenses were paid directly by
the Company or were reimbursed to Pontes Financial Group,  Ltd., an affiliate of
the Company.

The net proceeds to the Company after  deducting the expenses of the offering to
June 30, 2005 were approximately  $47,071,600.  The net proceeds of the offering
are either invested in real estate mortgage loans or are invested in cash. As of
June 30,  2005,  approximately  $59,472,800,  including  net  proceeds  from the
offering  and  proceeds  from loan  payoffs,  has been  invested  in real estate
mortgage  loans for the Company's loan  portfolio.  Due to payoffs and principal
pay downs, the amount invested in real estate mortgage loans as of June 30, 2005
was  approximately  $31,762,800.  As of June  30,  2005,  over  $15,816,000  was
invested in cash,  awaiting the Manager's  selection of appropriate  real estate
mortgage loans for the Company's portfolio.


Item 3. Defaults Upon Senior Securities

Not applicable.


Item 4. Submission of Matters to a Vote of Security Holders

Not applicable.


Item 5. Other Information

Not applicable.


                                       18
<PAGE>

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)   No report on Form 8-K was filed  during the  quarter  for which this
            report is filed.











                                   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, Manager

Date: August 15, 2005               By: /s/ Steven M. Pontes
                                       -----------------------------------------
                                       Steven M. Pontes, General Manager


                                       19