UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 929, 2017

VESTIN REALTY MORTGAGE II, INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as specified in its charter)

Maryland

(State or other jurisdiction of incorporation)

333-125121		61-1502451
(Commission File Number)		(IRS Employer Identification No.)
(Commissioner File Number)		(IRS Employer Identification No.)

8880 W. SUNSET ROAD #200
LAS VEGAS, NEVADA 89148

(Address of principal executive offices)

~~Registrant's telephone number, including area code:~~ (702) 227-0965

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing ~~obligation~~obligations of the registrant under any of the following provisions ~~(see General Instruction A.2. below~~:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act of (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act of (17 CFR 240.13e-4(c))

Item 53.0703. ~~Submission~~Material ofModifications ~~Matters~~ to aRights ~~Vote~~ of Security Holders

On March 930, 2017, Vestin Realty Mortgage II, Inc., a Maryland corporation (the "Company"), ~~held~~completed ~~an annual meeting of~~ its ~~stockholders.~~previously Atannounced ~~the annual meeting~~1-for-1,000 ~~Daryl~~reverse Cstock ~~Idler~~split ~~Jr.~~(the ~~was~~"Reverse ~~reelected~~Stock asSplit') aby ~~member~~filing ofarticles ~~the Board~~ of ~~Directors~~amendment ~~until~~with ~~his~~the ~~successor~~State isDepartment ~~elected~~of Assessments and ~~qualified.~~Taxation ~~There were 1,181,214 votes cast in favor~~ of Maryland (the ~~reelection~~"Articles of MrAmendment"). ~~Idler Jr. and 247,326 votes were withheld.~~

InAs ~~connection~~a ~~with~~result of the ~~Company's~~filing ~~intent~~of tothe ~~voluntarily~~Articles ~~file~~of ~~for~~Amendment, ~~deregistration~~every ~~with~~1,000 ~~the~~shares ~~Securities~~of ~~and~~common ~~Exchange~~stock, ~~Commission~~$0.0001 ~~("SEC")~~par ~~and~~value ~~delist~~per ~~its~~share, ~~common~~of ~~stock~~the ~~from~~Company, ~~the~~which ~~NASDAQ~~were ~~Capital~~issued ~~Market,~~and atoutstanding immediately prior to the ~~annual~~Reverse ~~meeting~~Stock Split, ~~stockholders~~will ~~holding~~be atcombined ~~least~~into aone ~~majority~~issued ofand ~~the~~ outstanding ~~shares~~share of the Company's common stock~~, $0~~.~~0001~~ No ~~par~~fractional ~~value~~shares ~~per~~will ~~share,~~be ~~also~~issued ~~adopted~~in ~~and~~connection ~~approved~~with anthe ~~amendment~~Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of the Company's ~~articles~~common stock as a result of ~~incorporation~~the toReverse ~~effect~~Stock aSplit ~~reverse~~will ~~stock~~be ~~split~~entitled ofto receive cash from the Company's ~~issued~~transfer ~~and~~agent ~~outstanding~~in ~~shares~~an amount equal to the product of ~~common~~such ~~stock~~fraction atof a ~~ratio~~share ofand ~~1-for-1~~$2,~~000~~700.00. In (connection with the "Reverse Stock Split~~").~~, ~~The~~the ~~amendment~~Articles ~~was~~of ~~adopted~~Amendment ~~and~~also ~~approved~~amended ~~with~~the 1Company's charter,~~191~~ effective immediately after the effective time of the Reverse Stock Split,~~913~~ to decrease the par value of the shares of the Company's common stock ~~voting~~issued inand ~~favor~~outstanding immediately after the effective time of the Reverse Stock Split, ~~232,517~~from ~~shares~~$0.1 ~~voting~~per ~~against~~share to $0.0001 per share. The foregoing description of the Articles of Amendment and the Reverse Stock Split, contemplated thereby does not purport to be completed and ~~4,110~~is ~~shares~~qualified ~~abstaining.~~in ~~The~~its ~~Company~~entirety ~~had~~by ~~2,273,567~~reference ~~shares~~to the full text of the ~~Company's~~Articles ~~common~~of ~~stock~~Amendment, ~~issued~~a ~~and~~copy ~~outstanding~~of which is filed as ofExhibit ~~the~~3.1 ~~record~~hereto ~~date~~and ~~for~~incorporated ~~the~~herein ~~annual~~by ~~meeting~~reference.

As ~~previously~~a ~~announced~~result onof ~~March~~the 8,Reverse ~~2017~~Stock Split, the Company ~~anticipates that it~~ will ~~file~~have ~~with~~fewer ~~the~~than ~~SEC~~300 arecord ~~Form~~holders ~~25 relating to the delisting~~ of its common stock ~~on or about March 20~~, ~~2017,~~which ~~with~~will cause the ~~delisting~~Company's ~~of its~~ common stock to be ~~effective~~eligible ~~ten~~for ~~days~~termination ~~thereafter.~~of ~~Accordingly,~~registration ~~the~~under ~~Company expects that~~ the ~~last~~Securities ~~day~~Exchange ofAct ~~trading~~ of ~~its~~1934, ~~common~~as ~~stock~~amended on (the ~~Nasdaq~~"Exchange ~~Capital~~Act"). The ~~Market~~Company ~~will~~has befiled ona orForm ~~about~~15 ~~March~~with ~~30, 2017. On~~ the ~~effective~~Securities ~~date~~and ofExchange ~~the~~Commission ~~delisting,~~ (the ~~Company~~"SEC") ~~plans~~ to ~~file~~terminate athe ~~Form 15 to deregister its~~ common ~~shares~~stock's registration under Section 12(g) of the ~~Securities~~ Exchange Act ~~of 1934~~. Upon filing of the Form 15, the Company's obligation to file certain reports with the SEC, including Forms 10-K, 10-Q and 8-K, ~~will~~were immediately be suspended. The Company expects that the deregistration of its common stock will become effective 90 days after the date of filing of the Form 15 with the SEC.

For a more detailed discussion of the Reverse Stock Split, please see the definitive Proxy Statement of the Company, filed January 17, 2017 with the SEC.

Item 5.03.

Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


3.1		Articles of Amendment, filed March 29, 2017, to effect a 1-for-1,000 reverse stock split effective at 9:00 a.m. on March 30, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT 3.1

VESTIN REALTY MORTGAGE II, INC.

Date: March 09, 2017

/s/ Michael Shustek

Date: March 30, 2017

/s/ Michael Shustek

Michael Shustek

Chief Executive Officer

Filing Compare · Vestin Realty Mortgage II, Inc