UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      DC 20549





**FORM
      10-QSB**





[X]
            Quarterly
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                the quarterly period endedSeptember
                30, 2005[
                 ]
            Transition
                Report pursuant to 13 or 15(d) of the Securities Exchange Act of
                1934For
                the transition periodto__________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





State
      the
      number of shares outstanding of each of the issuer’s classes of common stock, as
      of the latest practicable date: 0 common shares as of September 30,
      2005





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




Table
          of Contents








TABLE
                OF CONTENTS
            PagePART
                I - FINANCIAL INFORMATIONItem
                1:
            Financial
                Statements
            3Item
                2:
            Management’s
                Discussion and Analysis or 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
      un-audited financial statements included in this Form 10-QSB are as
      follows:





(a)
            Balance
                Sheet as of September 30, 2005.


(b)
            Statements
                of Operations for the three months ended September 30, 2005 and 2004
                and
                for the period from September 2, 2003 (inception) to September 30,
                2005.


(c)
            Statement
                of Changes in Member’s Equity for period from September 2, 2003
                (inception) to September 30, 2005


(d)
            Statements
                of Cash Flow for the three months ended September 30, 2005 and 2004
                and
                for the period from September 2, 2003 (inception) to September 30,
                2005.


(e)
            Notes
                to Financial Statements.





These
      un-audited 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 September 30,
      2005
      are not necessarily indicative of the results that can be expected for the
      full
      year.


3
 Table
          of Contents


MV
      FUND
      II, LLC(a Development Stage Company)Balance
      Sheet(Unaudited)


September
                  30,2005**Assets**Current
                  assets:Due
                  from managing member
              $
              -Total
                  current assets
              
              -$
              -**Liabilities
                  and Member's Equity**Current
                  liabilitiesAccrued
                  expenses
              $
              126,789Member's
                  (deficit) - no units issued at 9/30/05
              
              (126,789)$
              -
  F-1
 Table
            of Contents
 MV
        FUND
        II, LLC(a Development Stage Company)Statements of
        Operations(Unaudited)
 Three
                    months endedSeptember 30,2005
                
                Three
                    months ended September 30,2004
                
                September
                    2, 2003(Inception) toSeptember 30,2005Net
                    Revenue
                $
                -
                
                $
                -
                
                $
                -Expenses:General
                    and administrative expenses
                
                24,476
                
                
                40,091
                
                
                150,082Total
                    expenses
                
                24,476
                
                
                40,091
                
                
                150,082Net
                    (loss)
                $
                (24,476)
                
                $
                (40,091)
                
                $
                (150,082)Net
                    (loss) allocated to members
                $
                (24,476)
                
                $
                (40,091)
                
                $
                (150,082)Weighted
                    average membership units
                
                -
                
                
                -
                
                
                -Net
                    (loss) allocated to members perweighted
                    average membership units
                $
                -
                
                $
                -
                
                $
                -
  F-2
 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
              
              
              
              
              4,500
              
              
              
              
              
              4,500Net loss for theyear ended June 30, 2005
              
              
              
              
              
              
              
              (91,924)
              
              
              (91,924)Balance,
                  June 30, 2005
              
              -
              
              
              23,293
              
              
              (125,606)
              
              
              (102,313)Net loss for thethree months ended Septmeber 30,
                  2005
              
              
              
              
              
              
              
              (24,476)
              
              
              (24,476)Balance,
                  September 30, 2005
              
              -
              
              $
              23,293
              
              $
              (150,082)
              
              $
              (126,789)




F-3
 Table
          of Contents


MV
      FUND
      II, LLC(a Development Stage Company)Statements of Cash
      Flows(Unaudited)


Three
                  months endedSeptember
                  30,2005
              
              Three
                  months endedSeptember
                  30,2004
              
              September
                  2, 2003(Inception) toSeptember
                  30,2005**Cash
                  flows from operating activities**Net
                  (loss)
              $
              (24,476)
              
              $
              (40,091)
              
              $
              (150,082)Changes
                  in operating assets and liabilities:Increase
                  in accrued expenses
              
              24,476
              
              
              40,091
              
              
              126,789Net
                  cash (used) by operating activities
              
              -
              
              
              -
              
              
              (23,293)**Cash
                  flows from financing activities**Expenses
                  paid in capitalby
                  managing member
              
              -
              
              
              -
              
              
              23,293Net
                  cash provided by financing activities
              
              -
              
              
              -
              
              
              23,293Net
                  increase in cash
              
              -
              
              
              -
              
              
              -Cash
                  - beginning
              
              -
              
              
              -
              
              
              -Cash
                  - ending
              $
              -
              
              $
              -
              
              $
              -Non-cash
                  transactions:Expenses
                  paid for by the managing member
              $
              -
              
              $
              -
              
              $
              23,293




F-4
 Table
          of Contents




**NOTE
        1 - BASIS OF PRESENTATION**
 
 The
        interim financial statements included herein, presented in accordance with
        United States generally accepted accounting principles and stated in US dollars,
        have been prepared by the Company, without audit, pursuant to the rules and
        regulations of the Securities and Exchange Commission (SEC). Certain information
        and footnote disclosures normally included in financial statements prepared
        in
        accordance with generally accepted accounting principles have been condensed
        or
        omitted pursuant to such rules and regulations, although the Company believes
        that the disclosures are adequate to make the information presented not
        misleading.
 
 These
        statements reflect all adjustments, consisting of normal recurring adjustments,
        which, in the opinion of management, are necessary for fair presentation
        of the
        information contained therein. It is suggested that these interim financial
        statements be read in conjunction with the financial statements of the Company
        for the year ended June 30, 2005 and notes thereto included in the Company's
        Form 10-KSB. The Company follows the same accounting policies in the preparation
        of interim reports.
 
 Results
        of operations for the interim periods are not indicative of annual results.
 
 **NOTE
        2 - 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 September 30, 2005,
        the Company has not commenced its planned operations and the only transactions
        were costs associated with the offering (i.e., legal and accounting fees).
 
 The
        fiscal year end of MV Fund II, LLC is June 30.
 
 **NOTE
        3 - MEMBER’S 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-5
 Table
            of Contents
 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
        September 30, 2005, the Company has not issued any membership
        units.
  **NOTE
        4 - GOING CONCERN**
  As
        shown
        in the accompanying financial statements, the Company has accumulated net
        losses
        from operations totaling $150,082, and as of September 30, 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
        5 - RELATED PARTY TRANSACTIONS**
 
 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.
 
 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-6
 Table
          of Contents


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 and will be capitalized concurrent with the receipt
      of the minimum investment of $500,000 (200 units) under our Registration
      Statement which was declared effective by the Securities Exchange Commission
      on
      January 25, 2005. We must sell a minimum of 200 units or $500,000 in order
      to
      begin the operations of the Fund. Until this minimum is reached all investment
      money received will be held in a segregated account, unused. If this minimum
      is
      not reached, any and all investment money received by us will be returned to
      investors promptly, without interest. Once the minimum is reached, all money
      held in the segregated account will be released into the Fund to start
      operations. If we do not sell the minimum by December 22, 2005, the offering
      will close and we will be required to seek other sources of
      funding.





To
      date,
      we have not earned any revenue as we have no operations. We have incurred
      expenses in the amount of $150,082 since inception, primarily in connection
      with
      the expenses of our ongoing offering.





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


4
 Table
          of Contents




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 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 offering of our
      membership interests.




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


5
 Table
          of Contents





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.


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
 Table
          of Contents


**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 September 30, 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 functions 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 September
      30, 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.




7
 Table
          of Contents




**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:
            November
                15, 2005By:      /s/
                Sam Medley
              Sam
                Medley
              Title:****Chief
                Executive Officer of MV Funding Group, Inc.,
              sole Manager of MV Fund II, LLC