<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 March 31, 2004

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

               For the transition period from ________ to ________

                        COMMISSION FILE NUMBER: 333-98337

                         YOSEMITE MORTGAGE FUND II, LLC
                         ------------------------------
                 (Name of small business issuer 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)    (Zip Code)

Issuer's TELEPHONE NUMBER (510) 452-9144

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 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 [ ]

    (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. _________________

Transitional Small Business Disclosure Form Format (Check one): Yes [X] ; No [ ]

                                       1



<PAGE>

                            YOSEMITE MORTGAGE FUND II, LLC

                                      INDEX

                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)                            PAGE NUMBER

Condensed Financial Statements                                            3

Condensed Balance Sheet
          March 31, 2004                                                  4

Condensed Statements of Operations
          Three months ended March 31, 2004                               5

Condensed Statement of Cash Flows
          Three months ended March 31, 2004                               6

Notes to Condensed Financial Statements                                   7

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION       12

ITEM 3.  CONTROLS AND PROCEDURES                                         14

                           PART II. OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES                                           15

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

Signature                                                                15

Certifications                                                           16

                                       2


<PAGE>

          PART 1: FINANCIAL INFORMATION - ITEM 310(b) of REGULATION S-B
          -------------------------------------------------------------

ITEM 1:  CONDENSED FINANCIAL STATEMENTS

The accompanying unaudited condensed financial statements should be read
in conjunction with the registrant's registration statement on Form SB-2, as
amended by Post-Effective Amendment no. 1, dated April 2, 2004, of 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 three months ended March 31, 2004 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2004.

                                       3


<PAGE>

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

<CAPTION>
                                                                          MARCH 31, 2004
                                                                           ------------

                                     ASSETS
<S>                                                                        <C>
ASSETS:
    Loans receivable                                                       $27,393,698
    Cash                                                                     8,802,790
    Interest receivable                                                        260,685
    Due from affiliate                                                          50,000
    Deferred offering costs, net of accumulated amortization of $85,971        382,961
                                                                           ------------

          Total Assets                                                     $36,890,134
                                                                           ============

                        LIABILITIES AND MEMBERS' EQUITY

LIABILITIES:
    Accounts payable                                                       $    20,835
    Distributions payable                                                      376,654
    Service fees payable (Note 3)                                                5,428
                                                                           ------------

          Total Liabilities                                                    402,917
                                                                           ------------

MEMBERS' EQUITY:
    Initial Member                                                                 824
    Members                                                                 36,486,393
                                                                           ------------
       Total Members' Equity                                                36,487,217
                                                                           ------------

          Total Liabilities and Members' Equity                            $36,890,134
                                                                           ============
</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 STATEMENT OF OPERATIONS
                                    UNAUDITED

                                               For the Three     For the Three
                                                Months Ended      Months Ended
                                               March 31, 2003    March 31, 2004
                                                ------------      ------------
REVENUE:
    Interest on loans receivable                $        --       $   791,574
    Late charges on loans receivable                     --               166
    Other interest                                       --             2,868
                                                ------------      ------------
       Total Revenue                                     --           794,608
                                                ------------      ------------

EXPENSES:
    Accounting                                           --            30,052
    Amortization                                         --            23,447
    California LLC fees and taxes                        --            11,050
    Legal fees                                           --            25,873
    Printing                                             --             1,119
    Service fees (Note 3)                                --            16,766
                                                ------------      ------------
       Total Expenses                                    --           108,307
                                                ------------      ------------

          Net Income                            $        --       $   686,301
                                                ============      ============

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

                                       5


<PAGE>
<TABLE>

                         YOSEMITE MORTGAGE FUND II, LLC
                    (A CALIFORNIA LIMITED LIABILITY COMPANY)
                        CONDENSED STATEMENT OF CASH FLOWS
                                    UNAUDITED
<CAPTION>

                                                     For the Three  For the Three
                                                      Months Ended   Months Ended
                                                        March 31,      March 31,
                                                          2003           2004
                                                      ------------   ------------
<S>                                                   <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                        $        --    $   686,301
    Amortization                                                          23,447
    Adjustments to reconcile net income to
       net cash provided by operations:

       Due from affiliate                                      --        (50,000)
       Interest receivable                                     --         10,762
       Late fees receivable                                    --            188
       Accounts payable                                        --          9,311
       Write-off of software                                   --         36,982
       Service fees payable                                    --           (367)
                                                      ------------   ------------
          Net cash provided by operating activities            --        716,624
                                                      ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Issuance of loans receivable                               --       (420,000)
    Purchase of loans receivable                               --       (600,000)
    Collection on loans receivable                             --      2,121,952
                                                      ------------   ------------
          Net cash provided by investing activities            --      1,101,952
                                                      ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Members' Contributions                                     --      2,817,500
    Members' Distributions                                     --       (253,055)
                                                      ------------   ------------
       Net cash provided by financing activities               --      2,564,445
                                                      ------------   ------------

          Increase in cash                                     --      4,383,021

          Cash, beginning of period                            --      4,419,769
                                                      ------------   ------------

                 Cash, end of period                  $        --    $ 8,802,790
                                                      ============   ============

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

                                       6
</TABLE>


<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 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, 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

                                       7


<PAGE>

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

NOTE 1 - NATURE OF OPERATIONS(CONTINUED)

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 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 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

                                       8


<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)

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.

NOTE 3 - RELATED PARTY TRANSACTIONS

Due from Affiliate
------------------
Pontes Financial Group, Ltd., the Initial Member, has agreed to reimburse the
Company for a portion of the organizational costs relating to software
development and accounting fees. As of March 31, 2004, the amount due from the
Initial Member was $50,000.

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 March 31, 2004, the Manager has waived the
management fee for every quarter since the Company's inception.

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 month period ending
March 31, 2004 was $16,766. As of March 31, 2004, the mortgage service fees
payable to the Manager from the Company was $5,428.

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 March 31, 2004,
there was no outstanding payable for loans purchased.

                                       9


<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
March 31, 2004 consist of the following:

YOSEMITE MORTGAGE FUND II, LLC
(A CALIFORNIA LIMITED LIABILITY COMPANY)

                  YMFII          YMFII           3/31/04
 LOAN            3/31/04        PERCENT           NOTE           MATURITY
NUMBER           BALANCE         OWNED            RATE             DATE
--------------------------------------------------------------------------------
3041             236,238         75.56%           12.75%           8/1/03
--------------------------------------------------------------------------------
3053             325,000         76.47%           13.00%           9/1/04
--------------------------------------------------------------------------------
3054           1,351,633         100.00%          12.75%           7/31/04
--------------------------------------------------------------------------------
3064             206,229         100.00%          12.50%           2/1/07
--------------------------------------------------------------------------------
3077             965,217         86.96%           12.75%           12/1/05
--------------------------------------------------------------------------------
3080             183,760         100.00%          12.75%           3/1/06
--------------------------------------------------------------------------------
3081             597,222         100.00%          12.75%           3/1/06
--------------------------------------------------------------------------------
3092             775,000         100.00%          12.75%           5/1/04
--------------------------------------------------------------------------------
3094             280,966         100.00%          12.75%           8/1/03
--------------------------------------------------------------------------------
3095             247,875         100.00%          12.50%           2/1/07
--------------------------------------------------------------------------------
3101             430,000         58.91%           11.75%           9/1/06
--------------------------------------------------------------------------------
3102             441,299         100.00%          11.00%           3/1/07
--------------------------------------------------------------------------------
3107             550,000         100.00%          11.75%           2/1/08
--------------------------------------------------------------------------------
3108             265,000         100.00%          11.75%           3/1/07
--------------------------------------------------------------------------------
3110           1,505,000         67.00%           12.75%           5/1/04
--------------------------------------------------------------------------------
3112           1,000,000         50.00%           12.00%           5/1/07
--------------------------------------------------------------------------------
3115             418,500         100.00%          12.68%           8/1/07
--------------------------------------------------------------------------------
3116             723,684         65.79%           12.75%           8/1/05
--------------------------------------------------------------------------------
3118           1,070,000         100.00%          11.75%           9/1/07
--------------------------------------------------------------------------------
3119              96,075         71.70%           12.75%           10/1/07
--------------------------------------------------------------------------------
3121             415,000         58.04%           12.00%           10/1/07
--------------------------------------------------------------------------------
3125             425,000         74.56%           11.50%           3/1/05
--------------------------------------------------------------------------------
3126           2,000,000         78.43%           11.75%           2/1/06
--------------------------------------------------------------------------------
3129             350,000         21.21%            9.75%           4/1/08
--------------------------------------------------------------------------------
3132             210,000         100.00%          12.75%           7/1/06
--------------------------------------------------------------------------------
3133           1,350,000         54.00%           11.75%           10/1/04
--------------------------------------------------------------------------------
3137             700,000         100.00%           9.75%           5/1/08
--------------------------------------------------------------------------------
3138             565,000         100.00%          12.00%           12/1/04
--------------------------------------------------------------------------------
3140             915,000         50.00%           12.75%           11/8/08
--------------------------------------------------------------------------------
3142           1,250,000         83.33%           12.50%           11/1/04
--------------------------------------------------------------------------------
3143           2,150,000         61.43%           12.75%           11/1/08
--------------------------------------------------------------------------------
3144           4,975,000         81.89%           12.75%           5/1/05
--------------------------------------------------------------------------------
3146             420,000         100.00%          11.75%           4/1/09
             ------------
--------------------------------------------------------------------------------
TOTAL         27,393,698
             ============
--------------------------------------------------------------------------------

                                       10


<PAGE>

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

NOTE 5 - CHANGES IN SECURITIES

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.1 on April 2, 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. During the quarter ending March 31,
2004, the number of units sold and issued was 329,440, including 33,990 units
issued under the Distribution Reinvestment Program, for an aggregate offering
price of $3,294,400.

The total expenses of the offering, incurred during the quarter ending
March 31,2004, were approximately $35,873. 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 for
the quarter ending March 31, 2004, were approximately $3,258,527. The net
proceeds of the offering are either invested in real estate mortgage loans, or
are invested in cash, awaiting the Manager's selection of appropriate real
estate mortgage loans for the Company's portfolio.

                                       11


<PAGE>

Item 2.  MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

During the quarter ending March 31, 2004, the Company sold $2,954,500 in
member capital contributions for Units at $10.00 each. Of this amount,
$2,817,500 was received during the quarter ending March 31, 2004, and $137,000
was received in a prior quarter. Additionally, 33,990 Units valued at $10.00
each were issued during the quarter ending March 31, 2004 under the Distribution
Reinvestment Plan. As of March 31, 2004, a total of 3,626,841 Units were
outstanding.

Loan #3146 was directly funded by the Company during the quarter ending
March 31, 2004. The interest rate and principal amount of this loan are 11.75%
and $420,000, respectively.

During the quarter ending March 31, 2004, three mortgage loan investments
totaling $600,000 had been acquired, with interest rates ranging from 12.75% to
12.5%, in loans in which the borrower payment statuses are current. Of this
amount, a $250,000 investment in the principal balance of Loan #3142 was
acquired from the Manager. A $100,000 investment and a $250,000 investment in
the principal balances of Loan #3110 and Loan #3140, respectively, were acquired
from an unrelated party.

During the quarter ending March 31, 2004, borrowers paid off the following
loans prior to their maturity dates:

                    Loan           Principal            Interest
                    Number         Amount               Rate
                    ------         ---------            --------
                    3105           $295,664             11.25%
                    3127           $625,000             11.75%
                    3131           $310,000             12.00%

Early payoffs of loans are attributable to generally lower prevailing
mortgage loan interest rates, which have resulted in increases of cash of the
Company, from approximately $4,419,000 as of December 31, 2003 to approximately
$8,802,800 as of March 31, 2004. As a consequence, the Manager has suspended the
public offering of the Company's units, pending selection by the Manager of
appropriate mortgage loans for the Company's portfolio, using existing cash and
the additional proceeds that would become available from the continued public
offering.

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.

                                       12


<PAGE>

         As of March 31, 2004, the following loans were in default:

                    Loan           Principal            Interest
                    Number         Amount               Rate
                    ------         ---------            --------
                    3064           $206,229             12.5%
                    3095           $247,875             12.5%
                    3107           $550,000             11.75%
                    3144           $4,975,000           12.75%

Loan #s 3064 and 3095 are to the same borrower and are secured by the same
property located at 833 Bancroft Ave, Berkeley, CA. The Manager has advanced
all payments when due to the Company. These advances, including late charges
and default interest, will be paid to the Manager when collected. The
borrower currently has the property under contract for sale with an expected
closing and payoff within the next 90 days.

Loan #3107 is currently in foreclosure with a sale date scheduled for sale
on July 20, 2004 at 10:00 AM. The Manager believes there is adequate equity
to repay the loan including all back payments at the default interest rate plus
pay all cost associated with the foreclosure. Due to the loan being impaired,
the Manager has not reflected any accrued interest in the financial statements.

Loan #3144 is currently in foreclosure with the sale date scheduled for
August 19, 2004 at 10:00 AM. The Manager elected to file foreclosure when the
borrower missed a principal payment due February 20, 2004. The Manager believes
there is adequate equity to repay the loan including all back payments at the
default interest rate plus pay all cost associated with the foreclosure. Due to
the loan being impaired, the Manager has not reflected any accrued interest in
the financial statements.

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

The Manager, MFP Management LLC, earned compensation from the registrant for
its services during the fiscal quarter ended March 31, 2004 in the amount of
$16,766, 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.

                                       13


<PAGE>

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 2.  Changes in Securities

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.1 on April 2, 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 March 31, 2004, the number of
units sold and issued is 3,626,841, for an aggregate offering price of
$36,268,410.

The total expenses of the offering, incurred for the account of the Company
to March 31, 2004, were approximately $543,521. 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
March 31, 2004, were approximately $35,724,889. Of the net proceeds,
approximately $34,435,500 has been invested in real estate mortgage loans for
the Company's loan portfolio. Due to payoffs and principal paydowns, the amount
invested in real estate mortgage loans as of March 31, 2004 is $27,393,698. As
of March 31, 2004, $8,802,790 is invested in cash, awaiting the Manager's
selection of appropriate real estate mortgage loans for the Company's portfolio.

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: May 17, 2004             By:  /s/  Steven M. Pontes
                                               ---------------------------------
                                               Steven M. Pontes, General Manager

                                       15