UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      DC 20549





**FORM
      10-QSB/A**





[X]
            Quarterly
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                the quarterly period endedMarch
                31, 2005[
                 ]
            Transition
                Report pursuant to 13 or 15(d) of the Securities Exchange Act of
                1934For
                the transition period_________to
                _________Commission
                File Number:333-115444


MV
          Fund II, LLC
 (Exact
          name of small business issuer as specified in its
          charter)




Nevada(State
                  or other jurisdiction of incorporation or organization)
              20-0987069(IRS
                  Employer Identification No.)





7311
                W. Charleston Blvd., Suite 110, Las Vegas, Nevada
                89117(Address
                of principal executive offices)





702-228-7105(Issuer’s
                telephone number)_______________________________________________________________(Former name, former address and former fiscal year, if changed since
                last
                report)








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




Indicate
      by check mark whether the registrant is a
      shell company (as defined in Rule 12b-2 of the Exchange Act.) [ X] Yes
      [  ] No


0
      Units
      outstanding as of March 31, 2005





Transitional
      Small Business Disclosure Format (check one): Yes [  ] No [X]





1
 Table
            of Contents


**Explanatory
      Note**




The
      purpose of this amendment is to include the Company’s Restated Financial
      Statements for the quarter ended March 31, 2005.









TABLE
                OF CONTENTS
            PagePART
                I - FINANCIAL INFORMATIONItem
                1:
            Financial
                Statements
            3Item
                2:
            Plan
                of Operation
            4Item
                3:
            Controls
                and Procedures
            7PART
                II - OTHER INFORMATIONItem
                1:
            Legal
                Proceedings
            8Item
                2:
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            8Item
                3:
            Defaults
                Upon Senior Securities
            8Item
                4:
            Submission
                of Matters to a Vote of Security
                Holders
            8Item
                5:
            Other
                Information
            8Item
                6:
            Exhibits
            8


2
 Table
          of Contents


**PART
      I - FINANCIAL INFORMATION**





**Item
      1.****Financial
      Statements**





Our
      unaudited financial statements included in this Form 10-QSB are as
      follows:





(a)
            Balance
                Sheet as of March 31, 2005.


(b)
            Statements
                of Operations for the three and nine month periods ended March 31,
                2005
                and 2004;


(c)
            Statement
                of Changes in Member’s Equity for period from September 2, 2003
                (inception) to March 31, 2005


(d)
            Statements
                of Cash Flow for the nine months ended March 31, 2005 and 2004;


(e)
            Notes
                to Financial Statements.





These
      unaudited financial statements have been prepared in accordance with accounting
      principles generally accepted in the United States of America for interim
      financial information and the SEC instructions to Form 10-QSB. In the opinion
      of
      management, all adjustments considered necessary for a fair presentation have
      been included. Operating results for the interim period ended March 31, 2005
      are
      not necessarily indicative of the results that can be expected for the full
      year.


F-1
 Table
          of Contents




**MV
      Fund II, LLC**


**(a
      Development Stage Company)**


**Balance
      Sheet(Unaudited)**





March
                31,
              2005(Restated)**Assets**Current
                assets
            $
            -Total
                assets
            $
            -**Liabilities
                and Members' Equity**Current
                liabilitiesAccrued
                expenses
            $
            94,843Members'
                (deficit) - no units issued at 3/31/05
            
            (94,843)$
            -








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




F-2
 Table
          of Contents


**MV
        Fund II, LLC**
 **(a
        Development Stage Company)**
 **Statements
        of Operations(Unaudited)**
  Three
                        months endedMarch 31,
                      2005
                
                Three
                        months endedMarch 31,
                      2004
                
                Nine
                        months endedMarch 31,
2005
                
                Nine
                        months endedMarch 31,
2004
                
                September
                          2, 2003(Inception) toMarch 31,
                      2005(Restated)
                
                (Restated)
                
                (Restated)
                
                (Restated)
                
                (Restated)Net
                    Revenue
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -Expenses:General
                    and administrative expenses
                
                9,393
                
                
                8,509
                
                
                80,954
                
                
                18,793
                
                
                114,636Total
                    expenses
                
                9,393
                
                
                8,509
                
                
                80,954
                
                
                18,793
                
                
                114,636Net
                    (loss)
                $
                (9,393)
                
                $
                (8,509)
                
                $
                (80,954)
                
                $
                (18,793)
                
                $
                (114,636)Net
                    (loss) allocated to members
                $
                (9,393)
                
                $
                (8,509)
                
                $
                (80,954)
                
                $
                (18,793)
                
                $
                (114,636)Weighted
                    average membership units
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -Net
                    (loss) allocated to members per
                    weighted
                      average membership units$
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -
    The
          accompanying notes are an integral part of these financial
          statements.


F-3
 Table
          of Contents


**MV
        Fund II, LLC**
 **(a
        Development Stage Company)**
 **Statement
        of Changes in Member's Equity(Unaudited)**
  MemberUnits
                
                Additional
                      paid-in capital
                
                (Deficit)AccumulatedDuringDevelopmentStage
                
                TotalMembers'(Deficit)September
                    2, 2003 (Inception)
                
                -
                
                $
                -
                
                $
                -
                
                $
                -Managing
                    member donated capital
                
                
                
                
                18,793
                
                
                
                
                
                18,793Net
                    loss for the period September 2, 2003thru
                    June 30, 2004 (Restated)
                
                
                
                
                
                
                
                (33,682)
                
                
                (33,682)Balance,
                    June 30, 2004 (Restated)
                
                -
                
                
                18,793
                
                
                (33,682)
                
                
                (14,889)Managing
                    member donated capital
                
                
                
                
                1,000
                
                
                
                
                
                1,000Net
                    loss for the nine monthsended
                    March 31, 2005 (Restated)
                
                
                
                
                
                
                
                (80,954)
                
                
                (80,954)Balance,
                    March 31, 2005 (Restated)
                
                -
                
                $
                19,793
                
                $
                (114,636)
                
                $
                (94,843)





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






F-4
 Table
          of Contents


**MV
        Fund II, LLC**
 **(a
        Development Stage Company)**
 **Statement
        of Cash Flows(Unaudited)**
  Nine
                        months endedMarch 31,
                      2005
                
                September
                          2, 2003(Inception) toMarch
                      31,2004
                
                September
                          2, 2003(Inception) toMarch
                      31,2005(Restated)
                
                (Restated)
                
                (Restated)**Cash
                    flows from operating activities**Net
                    (loss)
                $
                (80,954)
                
                $
                (18,793)
                
                $
                (114,636)Changes
                    in operating assets and liabilities:Increase
                    in accrued expenses
                
                79,954
                
                
                8,793
                
                
                94,843Net
                    cash (used) by operating activities
                
                (1,000)
                
                
                (10,000)
                
                
                (19,793)**Cash
                    flows from financing activities**Expenses
                  paid in capitalby
                    managing member
                
                1,000
                
                
                10,000
                
                
                19,793Net
                    cash provided by financing activities
                
                1,000
                
                
                10,000
                
                
                19,793Net
                    increase in cash
                
                -
                
                
                -
                
                
                -Cash
                    - beginning
                
                -
                
                
                -
                
                
                -Cash
                    - ending
                $
                -
                
                $
                -
                
                $
                -Non-cash
                    transactions:Expenses
                  paid for by the managing member
                $
                1,000
                
                $
                10,000
                
                $
                19,793Number
                  of membership units issued for expenses
                
                -
                
                
                -
                
                
                -
   The
          accompanying notes are an integral part of these financial
          statements.


F-5
 Table
          of Contents




**MV
      Fund II, LLC**









**NOTE
        1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 Organization
 
 MV
        Fund
        II, LLC, a Nevada Limited Liability Company, (the Company) is a development
        stage company primarily engaged in investing in mortgage loans on real estate.
        The Company was organized on September 2, 2003 (date of inception) and will
        continue until August 27, 2047, unless dissolved prior or extended thereto
        under
        the provisions of the Operating Agreement.
 
 The
        Manager of the Company is MV Funding Group, Inc. a Nevada corporation engaged
        in
        the investment business of mortgages, specifically the selection and origination
        of mortgages.
  For
        the
        period from September 2, 2003 (date of inception) through March 31, 2005,
        the
        Company has not commenced its planned operations and the only transactions
        were
        costs associated with the offering (i.e., legal fees).
 
 The
        fiscal year end of MV Fund II, LLC is June 30.
 
 Correction
        of errors
 
 The
        Company has restated its previously issued interim financial statements for
        matters related to the following previously reported items: deferred offering
        expenses, accrued expenses, paid in capital, organizational and offering
        costs,
        and net income. The accompanying financial statements for March 31, 2005
        have
        been restated to reflect the error corrections. The Company’s accumulated
        (deficit) at March 31, 2005, was increased by $114,636 as a result of prior
        period error corrections.
 
 The
        following is a summary of the restatement at March 31, 2005:
 
 2005Accumulated
                  (deficit) as previously reported
              $
              0Reductions
                  in previously reported items:Deferred
                  offering expense
              
              (10,000)Additions
                  in previously reported items:Accrued
                  expenses
              
              (84,843)Paid
                  in capital
              
              (19,793)Organizational
                  & offering costs
              
              114,636Total
                  addition to reported net (loss)
              $
              (114,636)Ending
                  balance of accumulated (deficit)
              $
              (114,636)
 
 The
        effect the adjustments on the Company’s previously reported March 31, 2005
        financial statements are incorporated as follows:
 
 F-6
 Table
            of Contents
  **MV
        Fund II, LLC**
 (a
        Development Stage Company)
 Notes
        to
        Financial Statements(Unaudited)
 
 **Balance
                  Sheet as of March 31, 2005**
              
              *Previously
                  Reported*
              
              *Increase/
                  (Decrease)*
              
              *Restated*Current
                  Assets
              
              $
              10,000
              
              $
              (10,000)
              
              $
              -0-Other
                  Assets
              
              
              -0-
              
              
              -0-
              
              
              -0-Total
                  Assets
              
              
              10,000
              
              
              (10,000)
              
              
              -0-Current
                  Liabilities
              
              
              10,000
              
              
              84,843
              
              
              94,843Members'
                  (Deficit)Paid
                  in capital
              
              
              -0-
              
              
              19,793
              
              
              19,793Accumulated
                  (deficit)
              
              
              -0-
              
              
              (114,636)
              
              
              (114,636)Ending
                  Members’ (deficit)
              
              
              -0-
              
              
              (94,843)
              
              
              (94,843)Total
                  Liabilities and Members' (Deficit)
              
              $
              10,000
              
              $
              (10,000)
              
              $
              -0-**Statement
                  of Operations for the three**
                **months
                  ended March 31, 2005**
              
              
              *Previously
                  Reported*
              
              
              *Increase/
                  (Decrease)*
              
              
              *Restated*Revenues
              
              $
              -0-
              
              $
              -0-
              
              $
              -0-Cost
                  of revenues
              
              
              -0-
              
              
              -0-
              
              
              -0-Gross
                  profit (loss)
              
              
              -0-
              
              
              -0-
              
              
              -0-General
                  & administrative expenses
              
              
              -0-
              
              
              (9,393)
              
              
              (9,393)Net
                  (loss)
              
              $
              -0-
              
              $
              (9,393)
              
              $
              (9,393)
 
 **Statement
                  of Operations for the nine months ended March 31,
                  2005**
              
              *Previously
                  Reported*
              
              *Increase/
                  (Decrease)*
              
              *Restated*Revenues
              
              $
              -0-
              
              $
              -0-
              
              $
              -0-Cost
                  of revenues
              
              
              -0-
              
              
              -0-
              
              
              -0-Gross
                  profit (loss)
              
              
              -0-
              
              
              -0-
              
              
              -0-General
                  & administrative expenses
              
              
              -0-
              
              
              (80,954)
              
              
              (80,954)Net
                  (loss)
              
              $
              -0-
              
              $
              (80,954)
              
              $
              (80,954)
 
 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.
  F-7
 Table
            of Contents
  **MV
        Fund II, LLC**
 (a
        Development Stage Company)
 Notes
        to
        Financial Statements(Unaudited)
 Income
        taxes
 
 Income
        tax effects resulting from the Company's operations pass through to the members
        individually and, accordingly, no provision for income taxes is included
        in the
        financial statements.
 
 Revenue
        recognition
 
 Interest
        is recognized as revenue when earned according to the terms of the loans,
        using
        the effective interest method. The Company does not recognize interest income
        on
        loans once they are determined to be impaired. 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. Cash receipts will be allocated to interest income, except when
        such
        payments are specifically designated by the terms of the loan as principal
        reduction or when management does not believe the Company’s investment in the
        loan is fully recoverable.
 
 Investments
        in mortgage loans
 
 Investments
        in mortgage loans are secured by trust deeds and mortgages. Such investments
        in
        mortgage loans may include commercial, construction, acquisition and development
        and land. Generally, all of the Company’s mortgage loans require interest only
        payments with a balloon payment of the principal at maturity. The Company
        has
        both the intent and ability to hold mortgage loans until maturity and therefore,
        mortgage loans are classified and accounted for as held for investment and
        are
        carried at amortized cost. Periodically, the Company will evaluate investments
        in mortgage loans based upon loan to value ratios. Loan to value ratios are
        based on appraisals obtained at the time of loan origination and may not
        reflect
        subsequent changes in value estimates. Such appraisals, which may be
        commissioned by the borrower, are generally dated within 12 months of the
        date of loan origination. The appraisals may be for the current estimate
        of the
“as-if developed” value of the property, which approximates the
        post-construction value of the collateralized property assuming that such
        property is developed. As-if developed values on raw land loans or acquisition
        and development loans often dramatically exceed the immediate sales value
        and
        may include anticipated zoning changes and timely successful development
        by the
        purchaser. As most of the appraisals will be prepared on an as-if developed
        basis, if a loan goes into default prior to any development of a project,
        the
        market value of the property may be substantially less than the appraised
        value.
        As a result, there may be less security than anticipated at the time the
        loan
        was originally made. If there is less security and a default occurs, the
        Company
        may not recover the full amount of the loan.
 
 Real
        estate held for sale
 
 Upon
        a
        foreclosure of the underlying real property securing the investments in mortgage
        loans, the Company will reclassify such asset as investments in real estate
        held
        for sale. Investments in real estate held for sale are accounted for at the
        lower of cost or fair value less costs to sell with fair value based on
        appraisals and knowledge of local market conditions. It is not the Company’s
        intent to invest in or own real estate as a long-term investment. The Company
        seeks to sell properties acquired through foreclosure as quickly as
        circumstances permit. Any costs of managing, maintaining and developing a
        real
        property acquired through foreclosure shall be expensed in the period such
        costs
        are incurred. Gain/loss related to real estate held for sale will be recognized
        within the period of such sale assuming 25% or more of the sales price has
        been
        collected within the same period.
 
 Allowance
        for loan losses
 
 Investments
        in loans are carried at their principal amount outstanding less any unearned
        income or unamortized discount. Interest on loans is accrued and credited
        to
        interest income based on the daily principal amount outstanding. Loans are
        generally placed in nonaccrual status when principal or interest is delinquent
        for 30 days (unless adequately secured and in the process of collection)
        or
        circumstances
  F-8
 Table
            of Contents
  **MV
        Fund II, LLC**
 (a
        Development Stage Company)
 Notes
        to
        Financial Statements(Unaudited)
  indicate
        that full collection of principal and interest is in doubt.
 
 The
        Company maintains an allowance for loan losses on its investment in mortgage
        loans for estimated and expected credit impairment which is considered inherent
        to the Company’s investment in mortgage loans. The Manager’s estimate of
        expected losses is based on a number of factors including the types and dollar
        amounts of loans in the portfolio, adverse situations that may effect the
        borrower’s ability to repay, prevailing economic conditions and the underlying
        collateral securing the loan. Typically, the Company will determine the need
        for
        an allowance for loan losses by comparing the dollar amount of the loan with
        the
        underlying collateral’s appraisal. Loans whose collateral has an “as if
        developed” appraisal, the Company will assess the amount of the loan and cost to
        complete the real property and compare it with the “as if developed” appraisal
        to determine if any allowance for loan losses is needed. Additions to the
        reserve are provided through a charge to earnings and are based on an assessment
        of certain factors including, but not limited to, estimated losses on the
        loans.
        Actual losses on loans are recorded as a charge-off or a reduction to the
        allowance for loan losses reserve. Subsequent recoveries of amounts previously
        charged off are added back to the reserve.
 
 Debt
        securities
 
 The
        Company will classify its debt securities as held-to-maturity, as the Company
        has the ability and the intent to hold the securities until maturity. These
        securities will be recorded at amortized cost, adjusted for the amortization
        or
        accretion of premiums or discounts. A decline in the market value of any
        held-to-maturity security below cost that is deemed to be other than temporary
        will result in a reduction in carrying amount to fair value. The impairment
        would be charged to earnings and a new cost basis for the security would
        be
        established. Premiums and discounts will be amortized or accreted over the
        life
        of the related security as an adjustment to yield using the effective interest
        method.
 
 Recent
        accounting pronouncements
 
 In
        July
        2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit
        or Disposal Activities”, which addresses financial accounting and reporting for
        costs associated with exit or disposal activities and supersedes EITF No.
        94-3,
“Liability Recognition for Certain Employee Termination Benefits and Other
        Costs
        to Exit an Activity (including Certain Costs Incurred in a Restructuring).” SFAS
        No. 146 requires that a liability for a cost associated with an exit or disposal
        activity be recognized when the liability is incurred. Under EITF No. 94-3,
        a
        liability for an exit cost was recognized at the date of an entity’s commitment
        to an exit plan. SFAS No. 146 also establishes that the liability should
        initially be measured and recorded at fair value. The provisions of SFAS
        No. 146
        will be adopted for exit or disposal activities that are initiated after
        December 31, 2002.
 
 In
        December 2002, the FASB issued SFAS No. 148, **“**Accounting for
        Stock-Based Compensation—Transition and Disclosure—an amendment of SFAS No.
        123.” This Statement amends SFAS No. 123, “Accounting for Stock-Based
        Compensation”*,* to provide alternative methods of transition for a
        voluntary change to the fair value based method of accounting for stock-based
        employee compensation. In addition, this statement amends the disclosure
        requirements of SFAS No. 123 to require prominent disclosures in both annual
        and
        interim financial statements about the method of accounting for stock-based
        employee compensation and the effect of the method used on reported results.
        The
        adoption of SFAS No. 148 is not expected to have a material impact on the
        company’s financial position or results of operations.
 
 In
        November 2002, the FASB issued FASB Interpretation (“FIN”) No. 45, “Guarantors
        Accounting and Disclosure Requirements for Guarantees, Including Indirect
        Guarantees and Indebtedness of Others”*,* an interpretation of FIN No. 5,
        57 and 107, and rescission of FIN No. 34,*“*Disclosure of Indirect
        Guarantees of Indebtedness of Others”*.*FIN 45 elaborates on the
        disclosures to be made by the guarantor in its interim and annual financial
        statements about its obligations under certain guarantees that it has issued.
        It
  F-9
 Table
            of Contents
  **MV
        Fund II, LLC**
 (a
        Development Stage Company)
 Notes
        to
        Financial Statements(Unaudited)
  also
        requires that a guarantor recognize, at the inception of a guarantee, a
        liability for the fair value of the obligation undertaken in issuing the
        guarantee. The initial recognition and measurement provisions of this
        interpretation are applicable on a prospective basis to guarantees issued
        or
        modified after December 31, 2002; while, the provisions of the disclosure
        requirements are effective for financial statements of interim or annual
        periods
        ending after December 15, 2002. The company believes that the adoption of
        such
        interpretation will not have a material impact on its financial position
        or
        results of operations and will adopt such interpretation during fiscal year
        2003, as required.
 
 In
        January 2003, the FASB issued FIN No. 46, “Consolidation of Variable Interest
        Entities”*,* an interpretation of Accounting Research Bulletin No. 51.
        FIN No. 46 requires that variable interest entities be consolidated by a
        company
        if that company is subject to a majority of the risk of loss from the variable
        interest entity’s activities or is entitled to receive a majority of the
        entity’s residual returns or both. FIN No. 46 also requires disclosures about
        variable interest entities that companies are not required to consolidate
        but in
        which a company has a significant variable interest. The consolidation
        requirements of FIN No. 46 will apply immediately to variable interest entities
        created after January 31, 2003. The consolidation requirements will apply
        to
        entities established prior to January 31, 2003 in the first fiscal year or
        interim period beginning after June 15, 2003. The disclosure requirements
        will
        apply in all financial statements issued after January 31, 2003. The company
        will begin to adopt the provisions of FIN No. 46 during the first quarter
        of
        fiscal 2003.
  **NOTE
        2 - GOING CONCERN**
  As
        shown
        in the accompanying financial statements, the Company has accumulated net
        losses
        from operations totaling $114,636, and as of March 31, 2005, has had no revenue
        from operations. These factors raise substantial doubt about the Company’s
        ability to continue as a going concern.
 
 The
        Company’s financial statements are prepared using the generally accepted
        accounting principles applicable to a going concern, which contemplates the
        realization of assets and liquidation of liabilities in the normal course
        of
        business. However, the Company has generated no revenue from its planned
        principal operations. In order to obtain the necessary capital, the Company
        plans to begin operations with the receipt of a minimum investment of membership
        units and negotiating the purchase of the Fund’s first loans with this
        investment. However, the Company is dependent upon its ability to secure
        financing, and there are no assurances that the Company will be successful.
        Without sufficient financing it would be unlikely for the Company to continue
        as
        a going concern. The accompanying financial statements do not include any
        adjustments that might be necessary if the Company is unable to continue
        as a
        going concern.
 
 **NOTE
        3 - MEMBERS’ EQUITY**
 
 Membership
        units
 
 The
        Company is offering and selling to the public, up to a maximum of 20,000
        membership interests. The members shall contribute to the capital of the
        Company
        an amount equal to $2,500 for each unit subscribed for by each member. The
        total
        Capital contributions of the members will not exceed $50,000,000. The Manager
        shall be entitled to 4% of any capital contributions made by members paid
        as an
        organization fee.
 
 Allocations
        and distributions
 
 In
        accordance with the Operating Agreement, the Company's income, gains and
        losses
        are to be credited to and charged against each member in proportion to their
        respective capital accounts as of the close of business on the last day of
        each
        calendar month.
  F-10
 Table
            of Contents
  **MV
        Fund II, LLC**
 (a
        Development Stage Company)
 Notes
        to
        Financial Statements(Unaudited)
 
 Distributions
        of net income are paid monthly in cash or as reinvested distributions. Net
        income available for distribution, as defined in the operating agreement,
        is
        cash flow less amounts set aside for restoration of reserves during the month.
 
 Issuance
        of membership units
 
 As
        of
        March 31, 2005, the Company has not issued any membership units.
 
 **NOTE
        4 - TRANSACTIONS WITH THE MANAGER AND ITS AFFILIATES**
 
 Fees
        paid by the Company
 
 The
        Managing Member shall be entitled to a 4% share of any capital contributions
        obtained from Members as provided by the Operating Agreement. In addition,
        the
        Managing Member shall be entitled to one quarter of one percent (0.25%) of
        the
        interest income generated by loans made by the Fund as noted in Note 1 under
        “Revenue recognition” as a management fee.
 
 The
        Managing Member shall pay all expenses including but not limited to, all
        expenses incurred in the offering of Interests and any operating expenses
        out of
        its Organizational Fee and its Managing Membership Interest
        Income.




F-11
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**Item
      2.     Plan of
      Operation**





**Forward-Looking
      Statements**




Historical
      results and trends should not be taken as indicative of future operations.
      Management’s statements contained in this report that are not historical facts
      are forward-looking statements within the meaning of Section 27A of the
      Securities Act of 1933, as amended, and Section 21E of the Securities and
      Exchange Act of 1934 (the “Exchange Act”), as amended. Actual results may differ
      materially from those included in the forward-looking statements. The Company
      intends such forward-looking statements to be covered by the safe-harbor
      provisions for forward-looking statements contained in the Private Securities
      Litigation Reform Act of 1995, and is including this statement for purposes
      of
      complying with those safe-harbor provisions. Forward-looking statements, which
      are based on certain assumptions and describe future plans, strategies and
      expectations of the Company, are generally identifiable by use of the
      words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,”
“prospects,” or similar expressions. The Company’s ability to predict results or
      the actual effect of future plans or strategies is inherently uncertain. Factors
      which could have a material adverse affect on the operations and future
      prospects of the Company on a consolidated basis include, but are not limited
      to: changes in economic conditions, legislative/regulatory changes, availability
      of capital, interest rates, competition, and generally accepted accounting
      principles. These risks and uncertainties should be considered in evaluating
      forward-looking statements and undue reliance should not be placed on such
      statements. Further information concerning the Company and its business,
      including additional factors that could materially affect the Company’s
      financial results, is included herein and in the Company’s other filings with
      the SEC.





**Plan
      of Operation**





We
      were
      organized on September 2, 2003 and currently have no operational activities.
      The
      Fund will begin operations once we are capitalized and receive the minimum
      investment of securities registered with the Securities and Exchange Commission.
      Upon receiving this minimum, management anticipates distributing all funds
      held
      in a segregated account and negotiating the purchase of the Fund’s first loans.
      Management will be seeking to loan out all the funds assets from the start
      in
      order to maximize the potential Fund earnings. While, it is management’s
      preference to avoid larger loans in order to diversify risk, especially when
      its
      capital is limited as is likely during the start up of Fund operations, it
      does
      not expect to avoid larger loans as long as they offer the Fund a good
      investment opportunity and there is sufficient capital available to purchase
      the
      loan. However, investors should note that a larger loan would expose the fund
      to
      substantial credit risk, as a default by a single borrower could substantially
      reduce the fund’s assets.





Management
      intends to begin with loans that have an upfront interest component of one
      year.
      Thus, there will be less need to hire staff to support the loans during this
      early period of operation. Management anticipates that its officers will be
      able
      to negotiate, purchase, process and manage all loans for the first six months
      following the initial funding. As new investment monies are received, management
      will actively seek to use these funds, net of the fees described herein, to
      purchase additional loans.





Our
      primary business objective is to generate monthly income by investing in
      mortgage loans with the money we receive from this offering. We believe there
      is
      a significant market opportunity to make mortgage loans to owners and developers
      of real property whose financing needs are not met by traditional mortgage
      lenders. The loan underwriting standards that our Manager, MV Funding, utilizes
      will be less strict than traditional mortgage lenders. In addition, one of
      our
      competitive advantages is




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expected
      to be our ability to approve loan applications more quickly than traditional
      lenders. As a result, in certain cases, we may make mortgage loans which are
      riskier than mortgage loans made by commercial banks. However, in return we
      will
      seek a higher interest rate and will take steps to mitigate the lending risks
      such as imposing a lower loan to value ratio. While we may assume more risk
      than
      traditional mortgage lenders, in return, we will seek to generate higher yields
      from our mortgage loans.




Our
      operating results will be affected primarily by (i) the amount of capital we
      will have to invest in mortgage loans, (ii) the level of real estate lending
      activity in the markets we will service, (iii) our ability to identify and
      work
      with suitable borrowers, (iv) the interest rates we are able to charge on our
      loans and (v) the level of delinquencies, foreclosures and related loan losses
      which we experience. We expect to raise funds through the sale of our Membership
      interests and accordingly the size of our investment portfolio will be
      contingent upon the success of this offering.




Adverse
      economic conditions during the next year could have a material impact on the
      collectibility of any loans we will make. Recognizing this risk, we will seek
      to
      maintain low loan to value ratios. In this manner, we will hope to maintain
      a
      sufficient cushion in the underlying equity position to protect the value of
      any
      loan in the event of a default. Nevertheless, there can be no assurance that
      a
      marked increase in loan defaults accompanied by a rapid decline in real estate
      values would have a material adverse effect upon our operating results when
      we
      commence operations.




Because
      MV Funding’s officers have a significant degree of knowledge with respect to the
      real estate markets in Nevada and certain Western states, it is likely most
      of
      our loans will be concentrated in such states. Geographical concentration
      creates greater risk that any downturn in such local real estate markets could
      have a significant adverse effect upon our operating results when we commence
      operations. Commercial real estate markets in Nevada have continued to prosper,
      with significant borrowing activity.




We
      expect
      to commence our operations when we receive financing from the sale of our
      membership interests in our equity offering.




Significant
      Accounting Policies





Income
      taxes





Income
      tax effects resulting from the Company's operations pass through to the members
      individually and, accordingly, no provision for income taxes is included in
      the
      financial statements.





Revenue
      recognition





Interest
      is recognized as revenue when earned according to the terms of the loan. The
      Company does not recognize interest income on loans once they are determined
      to
      be impaired or non-performing. 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.





Debt
      securities





The
      Company will classify its debt securities as held-to-maturity, as the Company
      has the ability and the intent to hold the securities until maturity. These
      securities will be recorded at amortized cost, adjusted for the amortization
      or
      accretion of premiums or discounts. A decline in the market value of any
      held-to-maturity security below cost that is deemed to be other than temporary
      will result in a reduction in carrying amount to fair value. The impairment
      would be charged to earnings and a new cost basis for the security would be
      established. Premiums and discounts will be amortized or accreted over the
      life
      of the related security as an adjustment to yield using the effective interest
      method.


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Purchase
      mortgage loans





The
      Company has both the intent and ability to hold mortgage loans until maturity
      and, therefore, mortgage loans are classified and accounted for as held for
      investment and are carried at cost. Interest income on loans is accrued by
      the
      effective interest method. The Company does not intend to purchase loans using
      forward purchase commitments.





Investments
      in mortgage loans





Investments
      in mortgage loans are secured by trust deeds and mortgages. Such investments
      in
      mortgage loans may include commercial, construction, acquisition and development
      and land. Generally, all of the Company’s mortgage loans require interest only
      payments with a balloon payment of the principal at maturity. The Company has
      both the intent and ability to hold mortgage loans until maturity and therefore,
      mortgage loans are classified and accounted for as held for investment and
      are
      carried at amortized cost. Periodically, the Company will evaluate investments
      in mortgage loans based upon loan to value ratios. Loan to value ratios are
      based on appraisals obtained at the time of loan origination and may not reflect
      subsequent changes in value estimates. Such appraisals, which may be
      commissioned by the borrower, are generally dated within 12 months of the
      date of loan origination. The appraisals may be for the current estimate of
      the
“as-if developed” value of the property, which approximates the
      post-construction value of the collateralized property assuming that such
      property is developed. As-if developed values on raw land loans or acquisition
      and development loans often dramatically exceed the immediate sales value and
      may include anticipated zoning changes and timely successful development by
      the
      purchaser. As most of the appraisals will be prepared on an as-if developed
      basis, if a loan goes into default prior to any development of a project, the
      market value of the property may be substantially less than the appraised value.
      As a result, there may be less security than anticipated at the time the loan
      was originally made. If there is less security and a default occurs, the Company
      may not recover the full amount of the loan.





Real
      estate held for sale





Upon
      a
      foreclosure of the underlying real property securing the investments in mortgage
      loans, the Company will reclassify such asset as investments in real estate
      held
      for sale. Investments in real estate held for sale are accounted for at the
      lower of cost or fair value less costs to sell with fair value based on
      appraisals and knowledge of local market conditions. It is not the Company’s
      intent to invest in or own real estate as a long-term investment. The Company
      seeks to sell properties acquired through foreclosure as quickly as
      circumstances permit. Any costs of managing, maintaining and developing a real
      property acquired through foreclosure shall be expensed in the period such
      costs
      are incurred. Gain/loss related to real estate held for sale will be recognize
      within the period of such sale assuming 25% or more of the sales price has
      been
      collected within the same period.





Allowance
      for loan losses





Investments
      in loans are carried at their principal amount outstanding less any unearned
      income or unamortized discount. Interest on loans is accrued and credited to
      interest income based on the daily principal amount outstanding. Loans are
      generally placed in nonaccrual status when principal or interest is delinquent
      for 30 days (unless adequately secured and in the process of collection) or
      circumstances indicate that full collection of principal and interest is in
      doubt.


6
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  **Item
      3.     Controls and Procedures**





We
      carried out an evaluation of the effectiveness of the design and operation
      of
      our disclosure controls and procedures (as defined in Exchange Act Rules
      13a-15(e) and 15d-15(e)) as of March 31, 2005. This evaluation was carried
      out
      under the supervision and with the participation of the Chief Executive Officer
      (“CEO”) and the Chief Financial Officer (“CFO”) of MV Funding Group, Inc., the
      Company’s Manager, who function as the equivalent of the CEO and CFO of the
      Company. Based upon such evaluation, the Manager’s CEO and CFO have concluded
      that, as of the Evaluation Date, the Company’s disclosure controls and
      procedures were effective. There have been no significant changes in our
      internal controls over financial reporting during the quarter ended March 31,
      2005 that have materially affected or are reasonably likely to materially affect
      such controls.





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in our reports filed or
      submitted under the Exchange Act are recorded, processed, summarized and
      reported, within the time periods specified in the SEC's rules and forms.
      Disclosure controls and procedures include, without limitation, controls and
      procedures designed to ensure that information required to be disclosed in
      our
      reports filed under the Exchange Act is accumulated and communicated to
      management, including our Chief Executive Officer and Chief Financial Officer,
      to allow timely decisions regarding required disclosure.





Limitations
      on the Effectiveness of Internal Controls





Our
      management does not expect that our disclosure controls and procedures or our
      internal control over financial reporting will necessarily prevent all fraud
      and
      material error. An internal control system, no matter how well conceived and
      operated, can provide only reasonable, not absolute, assurance that the
      objectives of the control system are met. Further, the design of a control
      system must reflect the fact that there are resource constraints, and the
      benefits of controls must be considered relative to their costs. Because of
      the
      inherent limitations in all control systems, no evaluation of controls can
      provide absolute assurance that all control issues and instances of fraud,
      if
      any, within the Company have been detected. These inherent limitations include
      the realities that judgments in decision-making can be faulty, and that
      breakdowns can occur because of simple error or mistake. Additionally, controls
      can be circumvented by the individual acts of some persons, by collusion of
      two
      or more people, or by management override of the internal control. The design
      of
      any system of controls also is based in part upon certain assumptions about
      the
      likelihood of future events, and there can be no assurance that any design
      will
      succeed in achieving its stated goals under all potential future conditions.
      Over time, control may become inadequate because of changes in conditions,
      or
      the degree of compliance with the policies or procedures may deteriorate.


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 Table
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**PART
      II - OTHER INFORMATION**





**Item
      1.     Legal
      Proceedings**





None





**Item
      2.     Unregistered Sales of Equity
      Securities and Use of Proceeds**





On
      January 25, 2005, the registration statement filed on Form S-1 (Commission
      file
      number 333-115444) was declared effective. This offering has commenced and
      is
      ongoing.





**Item
      3.     Defaults upon Senior
      Securities**





None





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





None





**Item
      5.     Other
      Information**








**Item
      6.      Exhibits**





**Exhibit
                Number**
            **Description
                of Exhibit**31.1
            Certification
                of Chief Executive Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200231.2
            Certification
                of Chief Financial Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200232.1
            Certification
                of Chief Executive Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002


8
 Table
            of Contents
  **SIGNATURES**





In
      accordance with the requirements of the Securities and Exchange Act of 1934,
      the
      Registrant has duly caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized.





**MV
                Fund II, LLC****By:
                MV Funding Group, Inc., its sole manager**Date:
            December
                30, 2005/s/
Sam
                Medley
              By:       _____________________
              Sam
                Medley
              Title:****Chief
                Executive Officer of MV Funding Group, Inc.,sole
                Manager of MV Fund II, LLC