Item 3.03 Material Modification to Rights of Security Holders.

As previously announced, Vestin Realty Mortgage II, Inc. (the "Company") amended its stockholders' rights plan (the "Rights Plan") to provide that a stockholder, other than Michael Shustek, may own up to 20% of the Company's outstanding shares of common stock, and that Michael Shustek may own up to 35% of the Company's outstanding shares of common stock. Such amendment became effective July 9, 2012. Additionally, the Company has further amended the Rights Plan, effective July 9, 2012, to provide that the Rights Plan is governed by Maryland law.

The above summary does not purport to be a complete summary of the amendments and is qualified in its entirety by reference to the amendments, copies of which are attached hereto as Exhibits 4.1 and 4.2 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit No. Description 4.1 The First Amendment, dated July 9, 2012, to the Rights Agreement by and between Vestin Realty Mortgage II, Inc., a Maryland corporation, and Broadridge Corporate Issuer Solutions, Inc. (formerly StockTrans, Inc.), as rights agent. 4.2 The Second Amendment, dated July 9, 2012, to the Rights Agreement, by and between Vestin Realty Mortgage II, Inc., a Maryland corporation, and Broadridge Corporate Issuer Solutions, Inc. (formerly StockTrans, Inc.), as rights agent.

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