Vestin Realty Mortgage I, Inc. - FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2013

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number: 000-51964

VESTIN REALTY MORTGAGE I, INC.

(Exact name of registrant as specified in its charter)

MARYLAND		20-4028839
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

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

(Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number: 702.227.0965

Indicate by check mark whether the registrant (1) has 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No []

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [ X ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer []	Accelerated filer []
Non-accelerated filer [] (Do not check if a smaller reporting company)	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [] No [X]

As of August 14, 2013, there were 5,903,650 shares of the Company’s Common Stock outstanding.

Table of Contents

TABLE OF CONTENTS

		Page

Part I	FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements (Unaudited)	1

	Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012	1

	Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2013 and 2012	2

	Consolidated Statements of Other Comprehensive Income for the Three and Six Months Ended June 30, 2013 and 2012	3

	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2013 and 2012	4

	Notes to Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 4.	Controls and Procedures	32

Part II	OTHER INFORMATION

Item 1.	Legal Proceedings	32

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 6.	Exhibits	34

	SIGNATURES	35

	Exhibit 31.1

	Exhibit 31.2

	Exhibit 32

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PART I - FINANCIAL INFORMATION

ITEM 1.

CONSOLIDATED FINANCIAL STATEMENTS

VESTIN REALTY MORTGAGE I, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS
	June 30, 2013			December 31, 2012
Assets
Cash and cash equivalents	$	7,250,000		$	2,482,000
Investment in marketable securities - related party		886,000			784,000
Interest and other receivables, net of allowance of $0 at June 30, 2013 and December 31, 2012		8,000			16,000
Notes receivable, net of allowance of $1,803,000 at June 30, 2013 and $1,894,000 at December 31, 2012		--			--
Real estate held for sale		580,000			580,000
Investment in real estate loans, net of allowance for loan losses of $162,000 at June 30, 2013 and $183,000 at December 31, 2012		8,555,000			13,858,000
Asset held for sale		3,961,000			4,398,000
Other assets		196,000			76,000

Total assets	$	21,436,000		$	22,194,000

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
Accounts payable and accrued liabilities	$	14,000		$	97,000
Due to related parties		33,000			216,000
Notes payable		123,000			19,000
Liabilities related to asset held for sale		38,000			43,000
Deferred gain on sale of HFS		--			10,000

Total liabilities		208,000			385,000

Commitments and contingencies

Stockholders' equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued		--			--
Treasury stock, at cost, 437,209 shares at June 30, 2013 and 0 shares at December 31, 2012		(785,000	)		--
Common stock, $0.0001 par value; 25,000,000 shares authorized; 6,340,859 shares issued and 5,903,650 outstanding at June 30, 2013 and 6,340,859 shares issued and outstanding at December 31, 2012		1,000			1,000
Additional paid-in capital		61,217,000			61,217,000
Accumulated deficit		(40,487,000	)		(40,702,000	)
Accumulated other comprehensive income		258,000			156,000
Total stockholders’ equity before non-controlling interest – related party		20,204,000			20,672,000
Noncontrolling interest – related party		1,024,000			1,137,000
Total equity		21,228,000			21,809,000

Total liabilities and stockholders' equity	$	21,436,000		$	22,194,000

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

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VESTIN REALTY MORTGAGE I, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2013			2012			2013			2012
Revenues
Interest income from investment in real estate loans	$	275,000		$	210,000		$	559,000		$	352,000
Gain related to pay off of notes receivable, including recovery of allowance for notes receivable		33,000			29,000			48,000			59,000
Gain related to pay off of real estate loan, including recovery of allowance for loan loss		21,000			132,000			21,000			188,000
Total revenues		329,000			371,000			628,000			599,000

Operating expenses
Management fees - related party		69,000			69,000			138,000			138,000
Provision for loan loss		--			--			--			19,000
Interest expense		1,000			1,000			1,000			1,000
Professional fees		164,000			213,000			205,000			388,000
Insurance		53,000			55,000			109,000			111,000
Consulting		31,000			20,000			50,000			38,000
Other		20,000			26,000			48,000			79,000
Total operating expenses		338,000			384,000			551,000			774,000

Income (loss) from operations		(9,000	)		(13,000	)		77,000			(175,000	)

Non-operating income (loss)
Reversal of settlement reserve		16,000			--			16,000			--
Recovery from settlement with loan guarantor		--			711,000			--			711,000
Settlement expense		--			--			--			(23,000	)
Total non-operating income		16,000			711,000			16,000			688,000
Provision for income taxes		--			--			--			--
Income from continuing operations		7,000			698,000			93,000			513,000
Discontinued operations, net of income taxes
Net gain on sale of real estate held for sale		--			2,000			26,000			4,000
Expenses related to real estate held for sale		(8,000	)		(56,000	)		(29,000	)		(87,000	)
Income from asset held for sale, net of income taxes		70,000			39,000			169,000			39,000
Write-downs on real estate held for sale		--			(316,000	)		--			(316,000	)
Total income (loss) from discontinued operations		62,000			(331,000	)		166,000			(360,000	)

Net income		69,000			367,000			259,000			153,000
Net income attributable to non-controlling interest – related party		(18,000	)		(10,000	)		(44,000	)		(10,000	)
Net income attributable to common stockholders	$	51,000		$	357,000		$	215,000		$	143,000

Basic and diluted income per weighted average common share
Continuing operations	$	0.00		$	0.11		$	0.02		$	0.08
Discontinued operations		0.01			(0.05	)		0.02			(0.06	)
Total basic and diluted income per weighted average common share	$	0.01		$	0.06		$	0.04		$	0.02
Dividends declared per common share	$	--		$	--		$	--		$	--
Weighted average common shares outstanding		6,155,206			6,340,859			6,247,520			6,340,859

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

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VESTIN REALTY MORTGAGE I, INC.

CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	For The Three Months Ended June 30,					For The Six Months Ended June 30,
	2013		2012			2013		2012

Net income	$	69,000	$	367,000		$	259,000	$	153,000

Unrealized holding gain (loss) on available-for-sale securities – related party		237,000		(181,000	)		102,000		(20,000	)

Comprehensive income		306,000		186,000			361,000		133,000
Net income attributable to noncontrolling interest		18,000		10,000			44,000		10,000

Comprehensive income attributable to Vestin Realty Mortgage I, Inc.	$	324,000	$	166,000		$	340,000	$	143,000

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

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VESTIN REALTY MORTGAGE I, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
	For The Six Months Ended June 30,
	2013			2012
Cash flows from operating activities:
Net income	$	259,000		$	153,000
Adjustments to reconcile net income to net cash used in operating activities:
Write-downs on real estate held for sale		--			316,000
Recovery of allowance for doubtful notes receivable		(48,000	)		(59,000	)
Provision for loan loss		--			19,000
Gain related to recovery of allowance for loan loss		(21,000	)		(188,000	)
Gain on sale of real estate held for sale		--			(4,000	)
Gain related to recovery from settlement with loan guarantor		--			(711,000	)
Recognized gain on sale of HFS		(26,000	)		--
Change in operating assets and liabilities:
Interest and other receivables		8,000			(5,000	)
Due to/from related parties		(183,000	)		(85,000	)
Deferred gain on sale of HFS		(7,000	)		(16,000	)
Other assets		38,000			40,000
Asset held for sale, net of liabilities		(169,000	)		(39,000	)
Accounts payable and accrued liabilities		(59,000	)		(86,000	)
Net cash used in operating activities		(208,000	)		(665,000	)
Cash flows from investing activities:
Investments in real estate loans		(1,250,000	)		(12,163,000	)
Proceeds from loan payoffs		4,664,000			5,576,000
Proceeds from notes receivable		48,000			59,000
Sale of investments in real estate loans to:
VRM II		1,200,000			--
MVP REIT		500,000			--
Third parties		210,000			--
Proceeds from settlement with loan guarantor		--			711,000
Proceeds from sale of real estate held for sale		--			133,000
Proceeds related to nonrefundable extension fees on real estate held for sale		--			2,000
Sale of investments in real estate loans from third parties		--			1,938,000
Net cash provided by (used in) investing activities		5,372,000			(3,744,000	)
Cash flows from financing activities:
Principal payments on notes payable		(54,000	)		(55,000	)
Purchase of treasury stock, at cost		(785,000	)		--
Proceeds from distribution from assets held for sale		443,000			--
Net cash used in financing activities		(396,000	)		(55,000	)
NET CHANGE IN CASH		4,768,000			(4,464,000	)
Cash and cash equivalents, beginning of period		2,482,000			6,758,000
Cash and cash equivalents, end of period	$	7,250,000		$	2,294,000
Supplemental disclosures of cash flows information:
Interest expense	$	1,000		$	1,000
Non-cash investing and financing activities:
Write-off of interest receivable and related allowance	$	--		$	229,000
Other real estate owned through deed in lieu, net of prior allowance	$	--		$	786,000
Note payable relating to prepaid D&O insurance	$	158,000		$	166,000
Adjustment to note receivable and related allowance	$	43,000		$	1,057,000
Asset held for sale acquired through foreclosure, net of prior allowance	$	--		$	(3,059,000	)
Unrealized gain (loss) on marketable securities - related party	$	102,000		$	(20,000	)

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

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VESTIN REALTY MORTGAGE I, INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2013

(UNAUDITED)

NOTE A — ORGANIZATION

Vestin Realty Mortgage I, Inc. (“VRM I”) formerly Vestin Fund I, LLC (“Fund I”) invests in loans secured by real estate through deeds of trust or mortgages (hereafter referred to collectively as “deeds of trust” and as defined in our management agreement (“Management Agreement”) as (“Mortgage Assets”). In addition we may invest in, acquire, manage or sell real property or acquire entities involved in the ownership or management of real property. We commenced operations in December 1999. References in this report to the “Company,” “we,” “us,” or “our” refer to Fund I with respect to the period prior to April 1, 2006 and to VRM I with respect to the period commencing on May 1, 2006.

We operated as a real estate investment trust (“REIT”) through December 31, 2011. We are not a mutual fund or an investment company within the meaning of the Investment Company Act of 1940, nor are we subject to any regulation thereunder. As a REIT, we were required to have a December 31 fiscal year end. We announced on March 28, 2012 that we have terminated our election to be treated as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), effective for the tax year ending December 31, 2012. Under the Code, we will not be able to make a new election to be taxed as a REIT during the four years following December 31, 2012. Pursuant to our charter, upon the determination by the Board of Directors that we should no longer qualify as a REIT, the restrictions on transfer and ownership of shares set forth in Article VII of our charter ceased to be in effect and, accordingly, shares of the Company’s stock will no longer be subject to such restrictions.

Michael Shustek owns a significant majority of Vestin Mortgage, LLC, a Nevada limited liability company, which is our manager (the “manager” or “Vestin Mortgage”). On January 7, 2011, Vestin Mortgage converted from a corporation to a limited liability company. Michael Shustek, the CEO and managing member of our manager and CEO, President and a director of us, wholly owns Vestin Group, which is engaged in asset management, real estate lending and other financial services through its subsidiaries. The business of brokerage and placement of real estate loans have been performed by affiliated or non-affiliated mortgage brokers, including Advant Mortgage, LLC (“MVP Mortgage”), a licensed Nevada mortgage broker, which is indirectly wholly owned by Mr. Shustek.

Pursuant to a management agreement, our manager is responsible for managing our operations and implementing our business strategies on a day-to-day basis. Consequently, our operating results are dependent to a significant extent upon our manager’s ability and performance in managing our operations and servicing our assets.

Vestin Mortgage is also the manager of Vestin Realty Mortgage II, Inc. (“VRM II”), as the successor by merger to Vestin Fund II, LLC (“Fund II”) and Vestin Fund III, LLC (“Fund III”). VRM II has investment objectives similar to ours, and Fund III is in the process of an orderly liquidation of its assets.

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During April 2009, we entered into an accounting services agreement with Strategix Solutions, LLC (“Strategix Solutions”), a Nevada limited liability company, for the provision of accounting and financial reporting services. Strategix Solutions also provides accounting and financial reporting services to VRM II and Fund III. Our CFO and other members of our accounting staff are employees of Strategix Solutions. Strategix Solutions is managed by LL Bradford and Company, LLC ("LL Bradford"), a certified public accounting firm that has provided non-audit accounting services to us. The principal manager of LL Bradford was a former officer of our manager from April 1999 through January 1, 2005. Strategix Solutions is owned by certain partners of LL Bradford, none of whom are currently or were previously officers of our manager. On January 14, 2013, Eric Bullinger resigned from his position as Chief Financial Officer of VRM I and VRM II and the equivalent of Chief Financial Officer of Fund III (hereafter referred to collectively as the “Vestin Entities”). On January 14, 2013, the Board of Directors appointed Tracee Gress as the Chief Financial Officer of the Vestin Entities (or the equivalent thereof in the case of Fund III). As used herein, “management” means our manager, its executive officers and the individuals at Strategix Solutions who perform accounting and financial reporting services on our behalf.

NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, all normal recurring adjustments considered necessary to give a fair presentation of operating results for the periods presented have been included. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in the 2012 annual report filed on Form 10-K.

Management Estimates

The preparation of consolidated financial statements in conformity with GAAP 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include interest-bearing and non-interest-bearing bank deposits, money market accounts, short-term certificates of deposit with original maturities of three months or less, and short-term instruments with a liquidation provision of one month or less.

Revenue Recognition

Interest is recognized as revenue on performing loans when earned according to the terms of the loans, using the effective interest method. We do not accrue interest income on loans once they are determined to be non-performing. A loan is non-performing when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement or when the payment of interest is 90 days past due. Cash receipts will be allocated to interest income, except when such payments are specifically designated by the terms of the loan as principal reduction. Interest is fully allowed for on impaired loans and is recognized on a cash basis method.

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Investments in Real Estate Loans

We may, from time to time, acquire or sell investments in real estate loans from or to our manager or other related parties pursuant to the terms of our Management Agreement without a premium. The primary purpose is to either free up capital to provide liquidity for various reasons, such as loan diversification, or place excess capital in investments to maximize the use of our capital. Selling or buying loans allows us to diversify our loan portfolio within these parameters. Due to the short-term nature of the loans we make and the similarity of interest rates in loans we normally would invest in, the fair value of a loan typically approximates its carrying value. Accordingly, discounts or premiums typically do not apply upon sales of loans and therefore, generally no gain or loss is recorded on these transactions, regardless of whether to a related or unrelated party.

Investments in real estate loans are secured by deeds of trust or mortgages. Generally, our real estate loans require interest only payments with a balloon payment of the principal at maturity. We have both the intent and ability to hold real estate loans until maturity and therefore, real estate loans are classified and accounted for as held for investment and are carried at amortized cost. Loans sold to or purchased from affiliates are accounted for at the principal balance and no gain or loss is recognized by us or any affiliate. Loan-to-value ratios are initially based on appraisals obtained at the time of loan origination and are updated when new appraisals are received or when management’s assessment of the value has changed, to reflect subsequent changes in value estimates. Original appraisals are generally dated within 12 months of the date of loan origination and may be commissioned by the borrower.

The Company considers a loan to be impaired when, based upon current information and events, it believes it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. The Company’s impaired loans include troubled debt restructuring, and performing and non-performing loans in which full payment of principal or interest is not expected. The Company calculates an allowance required for impaired loans based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or at the loan’s observable market price or the fair value of its collateral.

Loans that have been modified from their original terms are evaluated to determine if the loan meets the definition of a Troubled Debt Restructuring (“TDR”) as defined by Accounting Standards Codification (“ASC”) 310-40. When the Company modifies the terms of an existing loan that is considered a TDR, it is considered performing as long as it is in compliance with the modified terms of the loan agreement. If the modification calls for deferred interest, it is recorded as interest income as cash is collected.

Allowance for Loan Losses

We maintain an allowance for loan losses on our investments in real estate loans for estimated credit impairment. Our manager’s estimate of losses is based on a number of factors including the types and dollar amounts of loans in the portfolio, adverse situations that may affect the borrower’s ability to repay, prevailing economic conditions and the underlying collateral securing the loan. Additions to the allowance are provided through a charge to earnings and are based on an assessment of certain factors, which may indicate estimated losses on the loans. Actual losses on loans are recorded as a charge-off or a reduction to the allowance for loan losses. Generally, subsequent recoveries of amounts previously charged off are added back to the allowance and included as income.

Estimating allowances for loan losses requires significant judgment about the underlying collateral, including liquidation value, condition of the collateral, competency and cooperation of the related borrower and specific legal issues that affect loan collections or taking possession of the property. As a commercial real estate lender willing to invest in loans to borrowers who may not meet the credit standards of other financial institutional lenders, the default rate on our loans could be higher than those generally experienced in the real estate lending industry. We and our manager generally approve loans more quickly than other real estate lenders and, due to our expedited underwriting process; there is a risk that the credit inquiry we perform will not reveal all material facts pertaining to a borrower and the security.

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Additional facts and circumstances may be discovered as we continue our efforts in the collection and foreclosure processes. This additional information often causes management to reassess its estimates. In recent years, we have revised estimates of our allowance for loan losses. Circumstances that have and may continue to cause significant changes in our estimated allowance include, but are not limited to:

Declines in real estate market conditions, which can cause a decrease in expected market value;

Discovery of undisclosed liens for community improvement bonds, easements and delinquent property taxes;

Lack of progress on real estate developments after we advance funds. We customarily utilize disbursement agents to monitor the progress of real estate developments and approve loan advances. After further inspection of the related property, progress on construction occasionally does not substantiate an increase in value to support the related loan advances;

Unanticipated legal or business issues that may arise subsequent to loan origination or upon the sale of foreclosed property; and

Appraisals, which are only opinions of value at the time of the appraisal, may not accurately reflect the value of the property.

Discontinued Operations

We have reclassified for all periods presented in the accompanying consolidated statements of operations, the amounts related to discontinued operations and real estate held for sale, in accordance with the applicable accounting criteria. In addition, the assets and liabilities related to the discontinued operations are reported separately in the accompanying consolidated balance sheets as real estate held for sale, assets held for sale, and liabilities related to assets held for sale.

Real Estate Held for Sale

Real estate held for sale (“REO”) includes real estate acquired through foreclosure and will be carried at the lower of the recorded amount, inclusive of any senior indebtedness, or the property's estimated fair value, less estimated costs to sell, with fair value based on appraisals and knowledge of local market conditions. While pursuing foreclosure actions, we seek to identify potential purchasers of such property. We seek to sell properties acquired through foreclosure as quickly as circumstances permit, taking into account current economic conditions. The carrying values of REO are assessed on a regular basis from updated appraisals, comparable sales values or purchase offers.

Management classifies REO when the following criteria are met:

Management commits to a plan to sell the properties;

The property is available for immediate sale in its present condition subject only to terms that are usual and customary;

An active program to locate a buyer and other actions required to complete a sale have been initiated;

The sale of the property is probable;

The property is being actively marketed for sale at a reasonable price; and

Withdrawal or significant modification of the sale is not likely.

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Classification of Operating Results from Real Estate Held for Sale

Generally, operating results and cash flows from long-lived assets held for sale are to be classified as discontinued operations as a separately stated component of net income. Our operations related to REO are separately identified in the accompanying consolidated statements of operations.

Secured Borrowings

Secured borrowings provide an additional source of capital for our lending activity. Secured borrowings allow us to increase the diversification of our loan portfolio and to invest in loans that we might not otherwise invest in. We do not receive any fees for entering into secured borrowing arrangements; however, we may receive revenue for any differential of the interest spread, if applicable. Loans in which unaffiliated investors have participated through inter-creditor agreements (“Inter-creditor Agreements”) are accounted for as secured borrowings.

The Inter-creditor Agreements provide us additional funding sources for real estate loans whereby an unaffiliated investor (the “Investor”) may participate on a non-pari-passu basis in certain real estate loans with us and/or VRM II (collectively, the “Lead Lenders”). In the event of borrower non-performance, the Inter-creditor Agreements generally provide that the Lead Lenders must repay the Investor’s loan amount either by (i) continuing to remit to the Investor the interest due on the participated loan amount; (ii) substituting an alternative loan acceptable to the Investor; or (iii) repurchasing the participation from the Investor for the outstanding balance plus accrued interest.

Additionally, an Investor may participate in certain loans with the Lead Lenders through Participation Agreements. In the event of borrower non-performance, the Participation Agreement may allow the Investor to be repaid up to the amount of the Investor’s investment prior to the Lead Lender being repaid. Real estate loan financing under the Participation Agreements are also accounted for as a secured borrowing. We do not receive any revenues for entering into secured borrowing arrangements.

Investment in Marketable Securities – Related Party

Investment in marketable securities – related party consists of stock in VRM II. The securities are stated at fair value as determined by the closing market price as of June 30, 2013 and December 31, 2012. All securities are classified as available-for-sale.

We are required to evaluate our available-for-sale investment for other-than-temporary impairment charges. We will determine when an investment is considered impaired (i.e., decline in fair value below its amortized cost), and evaluate whether the impairment is other-than-temporary (i.e., investment value will not be recovered over its remaining life). If the impairment is considered other-than-temporary, we will recognize an impairment loss equal to the difference between the investment’s basis and its fair value.

According to the SEC Staff Accounting Bulletin, Topic 5: Miscellaneous Accounting, M - Other Than Temporary Impairment of Certain Investments in Debt and Equity Securities, there are numerous factors to be considered in such an evaluation and their relative significance will vary from case to case. The following are a few examples of the factors that, individually or in combination, indicate that a decline is other than temporary and that a write-down of the carrying value is required:

The length of the time and the extent to which the market value has been less than cost;

The financial condition and near-term prospects of the issuer, including any specific events which may influence the operations of the issuer such as changes in technology that may impair the earnings potential of the investment or the discontinuance of a segment of the business that may affect the future earnings potential; or

The intent and ability of the holder to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value.

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Basic and Diluted Earnings Per Common Share

Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding. Diluted EPS is similar to basic EPS except that the weighted average number of common shares outstanding is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been exercised. We had no outstanding common share equivalents during the six months ended June 30, 2013 and 2012.

Common Stock Dividends

During June 2008, our Board of Directors decided to suspend the payment of dividends. Our Board of Directors will closely monitor our operating results in order to determine when dividends should be reinstated; however, we do not expect them to be reinstating dividends in the foreseeable future.

Treasury Stock

On February 21, 2008, our Board of Directors authorized the repurchase of up to $5 million worth of our common stock. Depending upon market conditions, shares may be repurchased from time to time at prevailing market prices through open market or privately negotiated transactions. We are not obligated to purchase any shares. Subject to applicable securities laws, including SEC Rule 10b-18, repurchases may be made at such times and in such amounts, as our management deems appropriate. The repurchases will be funded from our available cash. During the six months ended June 2013 we purchased 437,209 shares of treasury stock for approximately $0.8 million.

Segments

We are currently authorized to operate two reportable segments, investments in real estate loans and investments in real property. As of June 30, 2013, we had not commenced investing in real property.

Our objective is to invest approximately 97% of our assets in real estate loans and real estate investments, while maintaining approximately 3% as a working capital cash reserve. Current market conditions have impaired our ability to be fully invested in real estate loans and real estate investments. As of June 30, 2013, approximately 40% of our assets, net of allowance for loan losses, are classified as investments in real estate loans.

Principles of Consolidation

Our consolidated financial statements include the accounts of VRM I, TRS I, our wholly owned subsidiary, and VREO XXV, LLC, in which we have a controlling interest. All significant intercompany balances and transactions have been eliminated in consolidation.

Business Combinations

In December 2007, the Financial Accounting Standards Board (FASB) revised the authoritative guidance for business combinations, establishing principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired (including goodwill), the liabilities assumed, and any noncontrolling interest in the acquiree. Subsequently, on April 1, 2009, the FASB amended and clarified certain aspects of its authoritative guidance on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. We apply the FASB authoritative guidance to all business combinations for which the acquisition date is on or after January 1, 2009, and to certain future income tax effects related to our prior business combinations, should they arise.

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Non-controlling Interests

The FASB issued authoritative guidance for non-controlling interests in December 2007, which establishes accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. The guidance clarifies that a non-controlling interest in a subsidiary, which is sometimes referred to as an unconsolidated investment, is an ownership interest in the consolidated entity that should be reported as a component of equity in the consolidated financial statements. Among other requirements, the guidance requires consolidated net income to be reported at amounts attributable to both the parent and the non-controlling interest. It also requires disclosure, on the face of the consolidated income statement, of the amounts of consolidated net income attributable to the parent and to the non-controlling interest.

Income Taxes

The Company accounts for its income taxes under the assets and liabilities method, which requires recognition of deferred tax assets and liabilities for future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, they would make an adjustment to the valuation allowance which would reduce the provision for income taxes.

The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

NOTE C — FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK

Financial instruments consist of cash, interest and other receivables, notes receivable, accounts payable and accrued liabilities, due to/from related parties and notes payable. The carrying values of these instruments approximate their fair values due to their short-term nature. Marketable securities – related party and investment in real estate loans are further described in Note I – Fair Value.

Financial instruments with concentration of credit and market risk include cash, interest and other receivables, marketable securities - related party, notes receivable, accounts payable and accrued liabilities, due to/from related parties, notes payable, and loans secured by deeds of trust.

We maintain cash deposit accounts and certificates of deposit which, at times, may exceed federally-insured limits. To date, we have not experienced any losses. As of June 30, 2013 we had approximately $6.9 million in funds in excess, and as of December 31, 2012, we had approximately $1.9 million in funds in excess of the federally-insured limits.

As of June 30, 2013, 74% and 20% of our loans were in Nevada and Michigan, respectively, compared to 79%, and 12% at December 31, 2012, respectively. As a result of this geographical concentration of our real estate loans, the downturn in the local real estate markets in these states has had a material adverse effect on us.

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As of June 30, 2013, the aggregate amount of loans to our three largest borrowers represented approximately 62% of our total investment in real estate loans. These real estate loans consisted of commercial loans, two of which are secured by property located in Nevada, and one of which is secured by property located in Michigan. All are first lien position with interest rates between 7.75% and 9.00%, and an aggregate outstanding balance of approximately $5.4 million. As of June 30, 2013, all three of our largest loans were considered performing.

The success of a borrower’s ability to repay its real estate loan obligation in a large lump-sum payment may be dependent upon the borrower’s ability to refinance the obligation or otherwise raise a substantial amount of cash. With the weakened economy, credit continues to be difficult to obtain and as such, many of our borrowers who develop and sell commercial real estate projects have been unable to complete their projects, obtain takeout financing or have been otherwise adversely impacted. In addition, an increase in interest rates over the loan rate applicable at origination of the loan may have an adverse effect on our borrower’s ability to refinance.

Common Guarantors

As of June 30, 2013 and December 31, 2012, three and four loans, respectively, totaling approximately $3.0 million and $5.0 million, respectively, representing approximately 35.0% and 35.5%, respectively, of our portfolio’s total value, had a common guarantor. As of June 30, 2013, all of these loans are considered performing.

Additionally, As of June 30, 2013 and December 31, 2012 two and five loans, respectively, totaling approximately $2.6 million and $5.9 million, respectively, representing approximately 30.2% and 42.0%, respectively, of our portfolio’s total value had a common guarantor. As of June 30, 2013 both of these loans were considered performing.

For additional information regarding the above loans, see Note D – Investments In Real Estate Loans.

NOTE D — INVESTMENTS IN REAL ESTATE LOANS

As of June 30, 2013 and December 31, 2012, most of our loans provided for interest only payments with a “balloon” payment of principal payable and any accrued interest payable in full at the end of the term.

In addition, we may invest in real estate loans that require borrowers to maintain interest reserves funded from the principal amount of the loan for a period of time. At June 30, 2013 and December 31, 2012, we had no investments in real estate loans that had interest reserves.

Loan Portfolio

As of June 30, 2013, we had five available real estate loan products consisting of commercial, construction, acquisition and development, land and residential. The effective interest rates on all product categories range from 6% to 10% which includes performing loans that are being fully or partially accrued and will be payable at maturity. Revenue by product will fluctuate based upon relative balances during the period.

Investments in real estate loans as of June 30, 2013, were as follows:

Loan Type	Number of Loans		Balance *		Weighted Average Interest Rate			Portfolio Percentage			Current Weighted Average Loan-To-Value, Net of Allowance for Loan Losses

Commercial		8	$	8,623,000		8.37	%		98.92	%		64.20	%
Land		1		94,000		6.00	%		1.08	%		53.81	%
Total		9	$	8,717,000		8.35	%		100.00	%		64.09	%

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Investments in real estate loans as of December 31, 2012, were as follows:

Loan Type	Number of Loans		Balance *		Weighted Average Interest Rate			Portfolio Percentage			Current Weighted Average Loan-To-Value, Net of Allowance for Loan Losses

Commercial		13	$	13,947,000		8.23	%		99.33	%		64.21	%
Land		1		94,000		6.00	%		0.67	%		53.81	%
Total		14	$	14,041,000		8.21	%		100.00	%		66.79	%

*	Please see Balance Sheet Reconciliation below.

The “Weighted Average Interest Rate” as shown above is based on the contractual terms of the loans for the entire portfolio including non-performing loans. The weighted average interest rate on performing loans only, as of June 30, 2013 and December 31, 2012, was 8.35% and 8.21%, respectively. Please see “Asset Quality and Loan Reserves” below for further information regarding performing and non-performing loans.

Loan-to-value ratios are generally based on the most recent appraisals and may not reflect subsequent changes in value and include allowances for loan losses. Recognition of allowance for loan losses will result in a maximum loan-to-value ratio of 100% per loan.

The following is a schedule of priority of real estate loans as of June 30, 2013 and December 31, 2012:

Loan Type	Number of Loans		June 30, 2013 Balance *		Portfolio Percentage			Number of Loans		December 31, 2012 Balance *		Portfolio Percentage

First deeds of trust		8	$	7,967,000		91.40	%		12	$	13,058,000		93.00	%
Second deeds of trust		1		750,000		8.60	%		2		983,000		7.00	%
Total		9	$	8,717,000		100.00	%		14	$	14,041,000		100.00	%

*	Please see Balance Sheet Reconciliation below.

The following is a schedule of contractual maturities of investments in real estate loans as of June 30, 2013:

July 2013 – September 2013	$	3,068,000
October 2013 – December 2013		2,911,000
January 2014 – March 2014		300,000
April 2014 – June 2014		1,238,000
July 2014 – September 2014		--
Thereafter		1,200,000

Total	$	8,717,000

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The following is a schedule by geographic location of investments in real estate loans as of June 30, 2013 and December 31, 2012:

	June 30, 2013 Balance *		Portfolio Percentage			December 31, 2012 Balance *		Portfolio Percentage

Michigan	$	1,741,000		19.97	%	$	1,741,000		12.40	%
Nevada		6,492,000		74.48	%		11,157,000		79.46	%
Texas		484,000		5.55	%		484,000		3.45	%
Utah		--		--			659,000		4.69	%
Total	$	8,717,000		100.00	%	$	14,041,000		100.00	%

*	Please see Balance Sheet Reconciliation below.

Balance Sheet Reconciliation

The following table reconciles the balance of the loan portfolio to the amount shown on the accompanying Consolidated Balance Sheets.

	June 30, 2013			December 31, 2012
Balance per loan portfolio	$	8,717,000		$	14,041,000
Less:
Allowance for loan losses (a)		(162,000	)		(183,000	)
Balance per consolidated balance sheets	$	8,555,000		$	13,858,000

(a)

Please refer to Specific Reserve Allowance below.

Non-Performing Loans

As of June 30, 2013, we had no loans considered non-performing (i.e., based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement or when the payment of interest is 90 days past due).

Asset Quality and Loan Reserves

Losses may occur from investing in real estate loans. The amount of losses will vary as the loan portfolio is affected by changing economic conditions and the financial condition of borrowers.

The conclusion that a real estate loan is uncollectible or that collectability is doubtful is a matter of judgment. On a quarterly basis, our manager evaluates our real estate loan portfolio for impairment. The fact that a loan is temporarily past due does not necessarily mean that the loan is non-performing. Rather, all relevant circumstances are considered by our manager to determine impairment and the need for specific reserves. Such evaluation, which includes a review of all loans on which full collectability may not be reasonably assured, considers among other matters:

Prevailing economic conditions;

Historical experience;

The nature and volume of the loan portfolio;

The borrowers’ financial condition and adverse situations that may affect the borrowers’ ability to pay;

Evaluation of industry trends; and

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Estimated net realizable value of any underlying collateral in relation to the loan amount.

Based upon this evaluation, a determination is made as to whether the allowance for loan losses is adequate to cover any potential losses on an individual loan basis; we do not have a general allowance for loan losses. Additions to the allowance for loan losses are made by charges to the provision for loan loss.

As of June 30, 2013, our ratio of total allowance for loan losses to total loans with an allowance for loan loss is 22%. The following is a breakdown of allowance for loan losses related to performing and non-performing loans as of June 30, 2013 and December 31, 2012.

	As of June 30, 2013
	Balance		Allowance for loan losses *			Balance, net of allowance

Non-performing loans – no related allowance	$	--	$	--		$	--
Non-performing loans – related allowance		--		--			--
Subtotal non-performing loans		--		--			--

Performing loans – no related allowance		7,967,000		--			7,967,000
Performing loans – related allowance		750,000		(162,000	)		588,000
Subtotal performing loans		8,717,000		(162,000	)		8,555,000

Total	$	8,717,000	$	(162,000	)	$	8,555,000

	As of December 31, 2012
	Balance		Allowance for loan losses*			Balance, net of allowance

Non-performing loans – no related allowance	$	--	$	--		$	--
Non-performing loans – related allowance		--		--			--
Subtotal non-performing loans		--		--			--

Performing loans – no related allowance		12,941,000		--			12,941,000
Performing loans – related allowance		1,100,000		(183,000	)		917,000
Subtotal performing loans		14,041,000		(183,000	)		13,858,000

Total	$	14,041,000	$	(183,000	)	$	13,858,000

*	Please refer to Specific Reserve Allowances below.

Our manager evaluated our loans and, based on current estimates with respect to the value of the underlying collateral, believes that such collateral is sufficient to protect us against further losses of principal. However, such estimates could change or the value of the underlying real estate could decline. Our manager will continue to evaluate our loans in order to determine if any other allowance for loan losses should be recorded.

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Specific Reserve Allowances

As of June 30, 2013, we have provided a specific reserve allowance for one performing loan based on updated appraisals of the underlying collateral and/or our evaluation of the borrower. The following table is a roll-forward of the allowance for loan losses for the six months ended June 30, 2013 and 2012 by loan type.

Loan Type	Balance at 12/31/2012		Specific Reserve Allocation		Loan Pay Downs and Settlements			Write Off		Transfers to REO and Notes Receivable		Balance at 6/30/2013

Commercial	$	183,000	$	--	$	(21,000	)	$	--		--	$	162,000
Total	$	183,000	$	--	$	(21,000	)	$	--		--	$	162,000

Loan Type	Balance at 12/31/2011		Specific Reserve Allocation		Sales		Loan Pay Downs and Settlements			Transfers to REO and Notes Receivable			Balance at 6/30/2012

Commercial	$	5,412,000	$	19,000	$	--	$	(1,535,000	)	$	(2,267,000	)	$	1,629,000
Construction		73,000		--		--		(73,000	)		--			--
Total	$	5,485,000	$	19,000	$	--	$	(1,608,000	)	$	(2,267,000	)	$	1,629,000

Troubled Debt Restructuring

As of June 30, 2013 and December 31, 2012 we had one loan totaling approximately $0.8 that met the definition of a Troubled Debt Restructuring or TDR. When the Company modifies the terms of an existing loan that is considered TDR, it is considered performing as long as it is in compliance with the modified terms of the loan agreement. If the modification calls for deferred interest, it is recorded as interest income as cash is collected. Impairment on these loans is generally determined by the lesser of the value of the underlying collateral or the present value of expected future cash flows. During the previous 12 months there have been no loans that became TDR loans.

The following is a breakdown of our TDR loans that were considered performing and non-performing as of June 30, 2013 and December 31, 2012:


	Total				Performing				Non-Performing
Loan Type	Number of Loans		Fund Balance		Number of Loans		Fund Balance		Number of Loans		Fund Balance

Commercial		1	$	750,000		1	$	750,000		--	$	--
Construction		--		--		--		--		--		--
Total		1	$	750,000		1	$	750,000		--	$	--

Extensions

As of June 30, 2013, our manager had granted extensions on seven outstanding loans, totaling approximately $24.9 million, of which our portion was approximately $8.0 million, pursuant to the terms of the original loan agreements, which permit extensions by mutual consent, or as part of a TDR. Such extensions are generally provided on loans where the original term was 12 months or less and where a borrower requires additional time to complete a construction project or negotiate take-out financing. Our manager generally grants extensions when a borrower is in compliance with the material terms of the loan, including, but not limited to the borrower’s obligation to make interest payments on the loan. In addition, if circumstances warrant, our manager may extend a loan that is in default as part of a work out plan to collect interest and/or principal.

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NOTE E — INVESTMENT IN MARKETABLE SECURITIES – RELATED PARTY

As of June 30, 2013 and December 31, 2012, we owned 537,078 shares of VRM II’s common stock, representing approximately 4.7% of the total outstanding shares. The closing price of VRM II’s common stock on June 30, 2013, was $1.65 per share, resulting in an unrealized gain for the six months ended June 30, 2013.

During the three months ended June 30, 2013, the trading price for VRM II’s common stock ranged from $1.08 to $2.65 per share. We will continue to evaluate our investment in marketable securities on a quarterly basis.

NOTE F — REAL ESTATE HELD FOR SALE

At June 30, 2013 we held five properties with a total carrying value of approximately $0.6 million, which were acquired through foreclosure and recorded as investments in REO. Our REO 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. We seek to sell properties acquired through foreclosure as quickly as circumstances permit taking into account current economic conditions.

Beginning balance, January 1, 2013	$	580,000
Real estate held for sale acquired through foreclosure		--
Additional investment in REO		--
Proceeds on nonrefundable extension fee		--
Write down		--
Sale		--
Ending balance, June 30, 2013	$	580,000

NOTE G — ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS

During May 2012, we, VRM II and Fund III foreclosed on a loan with a balance of approximately $6.0 million, of which our portion was approximately $4.4 million. The property includes 23 cottage units in a retirement community located in Eugene, Oregon. The property includes operations, which will be reported as an asset held for sale from the date of this foreclosure. During May 2013 we, VRM II and VF III received a distribution in the amount of $600,000 of which our portion was $443,000.

Effective January 1, 2009, we adopted FASB's accounting standard related to business combination which required the acquisition method of accounting to be used for all business combinations and for an acquirer to be identified for each business combination. This accounting standard requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions. It also requires the acquirer in a business combination achieved in stages (sometimes referred to as a step acquisition) to recognize the identifiable assets and liabilities, as well as the non-controlling interest in the acquiree, at the full amounts of their fair values (or other amounts determined in accordance with the standard).

Our acquisition of VREO XXV was accounted for in accordance with this standard and the Company has allocated the purchase price of VREO XXV based upon the estimated fair value of the net assets acquired and liabilities assumed and the fair value of the non-controlling interest measured at the acquisition date. The estimated fair value of VREO XXV at the time of the acquisition totaled $4.1 million.

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We performed an allocation as of the foreclosure date as follows:

Cash	$	308,000
Property and equipment		3,841,000
Current assets		14,000
Accounts payable and accrued liabilities		(23,000	)

Net assets	$	4,140,000

In addition, we estimated the fair value of the non-controlling interest at $1.1 million, which is 25% owned by Fund III and 1% by VRM II.

Immediately upon foreclosure, we committed to a plan to sell all interests in VREO XXV, at which point we began classifying the related assets of VREO XXV as assets held for sale, and the related liabilities as liabilities related to assets held for sale. Additionally, we have classified VREO XXV’s results as discontinued operations.

Assets and groups of assets and liabilities which comprise disposal groups are classified as “held for sale” when all of the following criteria are met: a decision has been made to sell, the assets are available for sale immediately, the assets are being actively marketed at a reasonable price in relation to the current fair value, a sale has been or is expected to be concluded within twelve months of the balance sheet date, and significant changes to the plan to sell are not expected. Assets held for sale are not depreciated.

Additionally, the operating results and cash flows related to these assets and liabilities are included in discontinued operations in the consolidated statements of operations and consolidated statements of cash flows for the six months ended June 30, 2013.

The following is summary of net assets held for sale through June 30, 2013:

	June 30, 2013
Assets:
Cash	$	99,000
Current assets		6,000
Property and equipment		3,856,000
Total assets	$	3,961,000

Liabilities:
Accounts payable and accrued liabilities	$	38,000
Total liabilities		38,000

Net assets held for sale	$	3,923,000

The following is a summary of the results of operations related to the assets held for sale for the three and six months ended June 30, 2013:

	For The Three Months Ended June 30, 2013			For The Six Months Ended June 30, 2013

Revenue	$	172,000		$	340,000
Expenses		(102,000	)		(171,000	)

Net Income	$	70,000		$	169,000

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NOTE H — RELATED PARTY TRANSACTIONS

From time to time, we may acquire or sell investments in real estate loans from/to our manager or other related parties. Pursuant to the terms of our Management Agreement, such acquisitions and sales are made without any mark up or mark down. No gain or loss is recorded on these transactions, as it is not our intent to make a profit on the purchase or sale of such investments. The purpose is generally to diversify our portfolio by syndicating loans, thereby providing us with additional capital to make additional loans.

Transactions with the Manager

Our manager is entitled to receive from us an annual management fee of up to 0.25% of our aggregate capital contributions received by us and Fund I from the sale of shares or membership units, paid monthly. The amount of management fees paid to our manager for the three months and six months ended June 30, 2013 and 2012 was $69,000 and $138,000, respectively, for each period.

As of June 30, 2013 and December 31, 2012, our manager owned 100,000 of our common shares, representing approximately 1.7% and 1.6%, respectively, of our total outstanding common stock. For the three and six months ended June 30, 2013 and 2012, we declared $0 in dividends payable to our manager.

As of June 30, 2013 and December 31, 2012 we did not owe or have any receivables from our manager.

Transactions with Other Related Parties

As of June 30, 2013 and December 31, 2012, we owned 537,078 common shares of VRM II, representing approximately 4.7% and 4.4%, respectively, of their total outstanding common stock. For the three and six months ended June 30, 2013 and 2012 we recognized $0 in dividend income from VRM II.

As of June 30, 2013 and December 31, 2012, VRM II owned 538,178 of our common shares, approximately 9.1% and 8.5%, respectively, of our total outstanding common stock. For the six months ended June 30, 2013 and 2012 we declared $0 in dividends payable to VRM II.

As of June 30, 2013 and December 31, 2012 we owed VRM II approximately $33,000 and $0.2 million, respectively, primarily related to legal fees.

As of June 30, 2013 we had a receivable from Fund III of approximately $50. As of December 31, 2012 we had a receivable with Fund III of approximately $8,000.

During April 2013 we sold $0.5 million in investments in real estate loans to MVP REIT, Inc., an entity managed by a company majority owned by Mr. Shustek.

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NOTE I— NOTES RECEIVABLE

As of November 30, 2010, we had five loans totaling approximately $19.0 million, of which our portion is approximately $0.5 million, before allowances totaling approximately $7.3 million, of which our portion was approximately $0.2 million, and were guaranteed by common guarantors. Pursuant to agreements entered into on March 16, 2009 and July 2, 2009, which modified these loans, three of these loans continued to be secured by real property and two became unsecured due to the permanent financing being obtained for less than the outstanding balance on the loans. On November 30, 2010, we entered into additional agreements to modify the terms related to these five loans in order to further enhance our investment. Pursuant to these additional agreements, we obtained an additional guarantor, interest in operating profits and any aggregate sales proceeds of approximately $534,000 less operating profits previously received related to these properties. The new guarantor is the managing member of the borrowing entities who is also the principal manager of L.L. Bradford and was a former officer of our manager from April 1999 through January 2005. As a result of releasing our deeds of trust we classified these loans as unsecured notes receivable for the same amount and recognized a full allowance on this balance.

During June 2013, we terminated the unsecured note receivable on one of the properties, 8960 Sunset Road, with a balance of $1.5 million, of which our portion was approximately $43,000. We also in connection with the termination released the guarantor who is also the principal manager of L.L. Bradford and was a former officer of our manager from April 1999 through January 2005 and forfeited our rights to participate in the operating profits and any aggregate sales proceeds of approximately $43,000 less operating profits previously received related to the property located at 8960 Sunset Road. We terminated this agreement in relation to MVP REIT an entity managed by a company majority owned by Mr. Shustek, acquiring this property. During August 2013 4,849 shares of common stock of MVP REIT, Inc. (“MVP REIT”) were assigned by SERE, LLC the seller of the property and loan guarantor, whose managing member is also the principal manager of L.L. Bradford and was a former officer of our manager from April 1999 through January 2005. The 4,849 shares have an equivalent value of approximately $43,000 pursuant to MVP REIT’s current offering. We will recognize the receipt of these shares as Investment in MVP REIT on our balance sheet and as a gain related to recovery of notes receivable previously written off on the consolidated statements of operations during the quarter ending September 30, 2013.

On July 26, 2013, as part of the 8930 Sunset Road property acquisition, MVP REIT has agreed to acquire four additional buildings, for a total of five buildings related to this transaction, located in the same office park. These properties are related to approximately $491,000 in unsecured notes receivable held by the Company. The buildings are located at 8880 West Sunset Road, Las Vegas, Nevada (the “8880 Sunset Property”) which houses the corporate headquarters of the MVP REIT, 8905 West Post Road, Las Vegas, Nevada (the “8905 Post Property”), 8945 West Post Road, Las Vegas, Nevada (the “8945 Post Property”), 8925 West Post Road, Las Vegas, Nevada (the “8925 Post Property”) and 8930 Sunset Road, Las Vegas, Nevada (the “8930 Sunset Property”). The purchase price for (i) the 8880 Sunset Property is $15.0 million less debt assumed in the approximate amount of $10.2 million, which was subject to an unsecured note receivable with a balance of $2.2 million, of which our portion was approximately $196,000, (ii) the 8905 Property is $6.0 million less debt assumed in the approximate amount of $3.5 million, which was subject to an unsecured note receivable with a balance of $1.5 million, of which our portion was approximately $35,000, (iii) the 8945 Property is $6.2 million less debt assumed in the approximate amount of $3.2 million, which was subject to an unsecured note receivable with a balance of $1.5 million, of which our portion was approximately $30,000, (iv) the 8925 Property is $6.4 million less debt assumed in the approximate amount of $4.0 million, which was subject to an unsecured note receivable with a balance of $1.5 million, of which our portion was approximately $34,000, and (v) the 8930 Property is $15.0 million less debt assumed in the approximate amount of $10.8 million, which was subject to an unsecured note receivable with a balance of $2.2 million, of which our portion was approximately $196,000. The purchase for the five buildings will be paid for with a combination of MVP REIT’s common stock and the assumption of debt. The purchase of the buildings are subject to MVP REIT’s completion of due diligence and the closing of one building is not dependent upon the closing of any other building. In order to facilitate the sale of these properties we anticipate terminating our interest in these notes receivable. To compensate the Company for the termination of our interest we expect to receive an assignment of additional shares of MVP REIT's common stock from SERE, LLC upon the closing of each building by MVP REIT.

NOTE J — FAIR VALUE

As of June 30, 2013, financial assets and liabilities utilizing Level 1 inputs included investment in marketable securities - related party. We had no assets or liabilities utilizing Level 2 inputs, and assets and liabilities utilizing Level 3 inputs included investments in real estate loans.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, our degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an asset or liability will be classified in its entirety based on the lowest level of input that is significant to the measurement of fair value.

Fair value is a market-based measure considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, our own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. We use prices and inputs that are current as of the measurement date, including during periods of market dislocation, such as the recent illiquidity in the auction rate securities market. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition may cause our financial instruments to be reclassified from Level 1 to Level 2 or Level 3 and/or vice versa.

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Our valuation techniques will be consistent with at least one of the three possible approaches: the market approach, income approach and/or cost approach. Our Level 1 inputs are based on the market approach and consist primarily of quoted prices for identical items on active securities exchanges. Our Level 2 inputs are primarily based on the market approach of quoted prices in active markets or current transactions in inactive markets for the same or similar collateral that do not require significant adjustment based on unobservable inputs. Our Level 3 inputs are primarily based on the income and cost approaches, specifically, discounted cash flow analyses, which utilize significant inputs based on our estimates and assumptions.

The following tables present the valuation of our financial assets as of June 30, 2013 and December 31, 2012, measured at fair value on a recurring basis by input levels:

	Fair Value Measurements at Reporting Date Using
	Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at 6/30/13		Carrying Value on Balance Sheet at 6/30/13
Assets
Investment in marketable securities - related party	$	886,000	$	--	$	--	$	886,000	$	886,000
Investment in real estate loans	$	--	$	--	$	8,520,000	$	8,520,000	$	8,555,000

	Fair Value Measurements at Reporting Date Using
	Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at 12/31/2012		Carrying Value on Balance Sheet at 12/31/2012
Assets
Investment in marketable securities - related party	$	784,000	$	--	$	--	$	784,000	$	784,000
Investment in real estate loans	$	--	$	--	$	13,870,000	$	13,870,000	$	13,858,000

The following table presents the changes in our financial assets and liabilities that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) from January 1, 2012 to June 30, 2013. There were no liabilities measured at fair value on a recurring basis using significant unobservable inputs as of January 1, 2012 to June 30, 2013.

	Investment in real estate loans

Balance on January 1, 2013	$	13,870,000
Change in temporary valuation adjustment included in net income
Net decrease in allowance for loan losses		21,000
Purchase and additions of assets
New mortgage loans and mortgage loans bought		1,250,000
Sales, pay downs and reduction of assets
Collections of principal and sales of investment in real estate loans		(4,664,000	)
Sale of assets to related parties		(500,000	)
Sale of assets to third parties		(1,410,000	)
Temporary change in estimated fair value based on future cash flows		(47,000	)

Balance on June 30, 2013, net of temporary valuation adjustment	$	8,520,000

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	Investment in real estate loans

Balance on January 1, 2012	$	10,827,000
Change in temporary valuation adjustment included in net income (loss)
Net decrease in allowance for loan losses		134,000
Transfer of allowance on real estate loans converted to unsecured notes receivable		1,062,000
Transfer of allowance on real estate loan to real estate held for sale		150,000
Transfer of allowance on real estate loan to asset held for sale		1,375,000
Reduction of allowance on real estate loan following payment of loan		1,101,000
Purchase and additions of assets
New mortgage loans and mortgage loans bought		12,163,000
Transfer of real estate loans to real estate held for sale		(937,000	)
Transfer of real estate loan to asset held for sale		(4,434,000	)
Transfer of real estate loans converted to unsecured notes receivable		(989,000	)
Sales, pay downs and reduction of assets
Collections of principal and sales of investment in real estate loans		(8,688,000	)
Temporary change in estimated fair value based on future cash flows		(31,000	)

Balance on June 30, 2012, net of temporary valuation adjustment	$	11,733,000

NOTE K — RECENT ACCOUNTING PRONOUNCEMENTS

No new accounting pronouncements have been defined that would materially impact our financial statements.

NOTE L — LEGAL MATTERS INVOLVING THE MANAGER

The United States Securities and Exchange Commission (the “Commission”), conducted an investigation of certain matters related to us, our manager, Vestin Capital, VRM I, and Fund III. We fully cooperated during the course of the investigation. On September 27, 2006, the investigation was resolved through the entry of an Administrative Order by the Commission (the “Order”). Our manager, Vestin Mortgage and its Chief Executive Officer, Michael Shustek, as well as Vestin Capital (collectively, the “Respondents”), consented to the entry of the Order without admitting or denying the findings therein.

In the Order, the Commission found that the Respondents violated Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933 through the use of certain slide presentations in connection with the sale of units in Fund III and in our predecessor, Vestin Fund II, LLC. The Respondents consented to the entry of a cease and desist order, the payment by Mr. Shustek of a fine of $100,000 and Mr. Shustek’s suspension from association with any broker or dealer for a period of six months, which expired in March 2007. In addition, the Respondents agreed to implement certain undertakings with respect to future sales of securities. We are not a party to the Order.

In addition to the matters described above, our manager is involved in a number of other legal proceedings concerning matters arising in connection with the conduct of its business activities. Our manager believes it has meritorious defenses to each of these actions and intends to defend them vigorously. Other than the matters described in Note L – Legal Matters Involving The Company below, our manager believes that it is not a party to any pending legal or arbitration proceedings that would have a material adverse effect on our manager’s financial condition or results of operations or cash flows, although it is possible that the outcome of any such proceedings could have a material impact on the manager’s net income in any particular period.

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NOTE M — LEGAL MATTERS INVOLVING THE COMPANY

On February 7, 2012, we, VRM II and Fund III entered into a Deed in Lieu Agreement with a borrower in lieu of the foreclosure of our subordinated secured loan which had matured on December 31, 2011, with a principal balance, net of allowance for loan loss, of approximately $9.9 million, of which our portion was approximately $0.8 million. Pursuant to the Deed in Lieu Agreement, our subsidiary 1701 Commerce, LLC (“1701 Commerce”) received a deed to the property. The property is operated as the Sheraton Hotel and Spa– Fort Worth, Texas. On March 26, 2012, 1701 Commerce filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the Northern District of Texas, Ft. Worth Division, to reorganize its financial affairs and to avoid a pending foreclosure of the property that had been scheduled by the senior mortgage lien holder and to preserve and protect 1701 Commerce’s equity and the interests of the other creditors of the Hotel. Due to the uncertainty and disputes involving this property, we recorded this investment as Other Real Estate Owned on our balance sheet until August 23, 2012 when the Bankruptcy Court issued an order allowing the bankruptcy to proceed despite a motion to dismiss it and required 1701 Commerce to deposit $1 million as additional collateral with the court to be funded by us, VRM II and VF III. The sum of $0.2 million was expended from this account leaving the sum of $0.8 million. Within the next 45 days 1701 Commerce will seek the return of these funds as well as an additional $0.2 million which was deposited into a Texas State court account.

The Hotel was sold on July 17, 2013 for the sum of $49,300,000. The net proceeds of the sale and the cash on hand as of the date of the sale are to be held in a debtor in possession account subject to the Hotel’s operating accounts payable and the balance subject to claims made through the bankruptcy court.

We hold an interest of approximately 8%, VRM II holds an interest of approximately 90% and Fund III holds an interest of approximately 2% in 1701 Commerce.

In addition to the matters described above, we are involved in a number of other legal proceedings concerning matters arising in the ordinary course of our business activities. We believe we have meritorious defenses to each of these actions and intend to defend them vigorously. Other than the matters described above, we believe that we are not a party to any pending legal or arbitration proceedings that would have a material adverse effect on our financial condition or results of operations or cash flows, although it is possible that the outcome of any such proceedings could have a material impact on our operations in any particular period.

NOTE N — SUBSEQUENT EVENTS

The following subsequent events have been evaluated through the date of this filing with the SEC.

During August 2013 4,849 shares of common stock of MVP REIT, Inc. (“MVP REIT”) were assigned by SERE, LLC the seller of the property and loan guarantor, whose managing member is also the principal manager of L.L. Bradford and was a former officer of our manager from April 1999 through January 2005. The 4,849 shares have an equivalent value of approximately $43,000 pursuant to MVP REIT’s current offering. We will recognize the receipt of these shares as Investment in MVP REIT on our balance sheet and as a gain related to recovery of notes receivable previously written off on the consolidated statements of operations during the quarter ending September 30, 2013.

For additional information see Note I – Notes Receivable.

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ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a financial review and analysis of our financial condition and results of operations for the three and six months ended June 30, 2013 and 2012. This discussion should be read in conjunction with our consolidated financial statements and accompanying notes and other detailed information regarding us appearing elsewhere in this report on Form 10-Q and our report on Form 10-K, Part II, Item 7 Management’s Discussion and Analysis of Financial Conditions and Results of Operations for the year ended December 31, 2012.

FORWARD-LOOKING STATEMENTS

Certain statements in this report, including, without limitation, matters discussed under this Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations, should be read in conjunction with the consolidated financial statements, related notes, and other detailed information included elsewhere in this report on Form 10-Q. We are including this cautionary statement to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements that are not historical fact are forward-looking statements. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “estimates,” “assumes,” “may,” “should,” “will,” or other similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors, which could cause actual results, performance or achievements to differ materially from future results, performance or achievements. These forward-looking statements are based on our current beliefs, intentions and expectations. These statements are not guarantees or indicative of future performance. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements include, but are not limited to, those factors, risks and uncertainties of this Quarterly Report on Form 10-Q and in our other securities filings with the Securities and Exchange Commission (“SEC”). Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and involve inherent risks and uncertainties. Our estimates of the value of collateral securing our loans may change, or the value of the underlying property could decline subsequent to the date of our evaluation. As a result, such estimates are not guarantees of the future value of the collateral. The forward-looking statements contained in this report are made only as of the date hereof. We undertake no obligation to update or revise information contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

RESULTS OF OPERATIONS

OVERVIEW

Our primary business objective is to generate income while preserving principal by investing in real estate loans. We believe there is a significant market opportunity to make real estate loans to owners and developers of real property whose financing needs are not met by other real estate lenders. The loan underwriting standards utilized by our manager and the mortgage brokers we utilize are less strict than those used by many institutional real estate lenders. In addition, one of our competitive advantages is our ability to approve loan applications more quickly than many institutional lenders. As a result, in certain cases, we may make real estate loans that are riskier than real estate loans made by many institutional lenders such as commercial banks. However, in return, we seek a higher interest rate and our manager takes steps to mitigate the lending risks such as imposing a lower loan-to-value ratio. While we may assume more risk than many institutional real estate lenders, in return, we seek to generate higher yields from our real estate loans.

Our operating results are affected primarily by: (i) the amount of capital we have to invest in real estate loans, (ii) the level of real estate lending activity in the markets we 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 non-performing assets, foreclosures and related loan losses which we may experience.

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Our operating results have been adversely affected by increases in allowances for loan losses and increases in non-performing assets. This negative trend accelerated sharply during the year ended December 31, 2008 and continues to affect our operations. See Note F – Real Estate Held for Sale, Note G – Assets Held for Sale and “Non-performing Loans” in Note D – Investments In Real Estate Loans of the Notes to the Consolidated Financial Statements included in Part I, Item I Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

We believe that the current level of our non-performing assets is a direct result of the deterioration of the economy and credit markets several years ago. As the economy weakened and credit became more difficult to obtain, many of our borrowers who develop and sell commercial real estate projects were unable to complete their projects, obtain takeout financing or were otherwise adversely impacted. While the general economy has improved, the commercial real estate markets in many of the areas where we make loans have not recovered from the downturn. Our exposure to the negative developments in the credit markets and general economy has likely been increased by our business strategy, which entails more lenient underwriting standards and expedited loan approval procedures. Moreover, declining real estate values in the principal markets in which we operate has in many cases eroded the current value of the security underlying our loans.

Continued weakness in the commercial real estate markets and the weakness in lending may continue to have an adverse impact upon our markets. This may result in further defaults on our loans, and we might be required to record additional reserves based on decreases in market values, or we may be required to restructure additional loans. This increase in loan defaults has materially affected our operating results and led to the suspension of dividends to our stockholders. For additional information regarding our non-performing loans see “Non-Performing Loans” in Note D – Investments In Real Estate Loans of the Notes to the Consolidated Financial Statements included in Part I, Item I Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

During the six months ended June 30, 2013, we funded two loans totaling approximately $1.3 million. During the six months ended June 30, 2012, we funded nine loans totaling approximately $12.2 million. As of June 30, 2013, our loan-to-value ratio was 64.09%, net of allowances for loan losses, on a weighted average basis generally using updated appraisals. Additional increases in loan defaults accompanied by additional declines in real estate values, as evidenced by updated appraisals generally prepared on an “as-is-basis,” will have a material adverse effect on our financial condition and operating results.

As of June 30, 2013, we have provided a specific reserve allowance for one performing loan based on updated appraisals of the underlying collateral and our evaluation of the borrower for this loan, obtained by our manager. For further information regarding allowance for loan losses, refer to Note D – Investments in Real Estate Loans of the Notes to the Consolidated Financial Statements included in Part I, Item I Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Our capital, subject to a 3% reserve, will constitute the bulk of the funds we have available for investment in real estate loans.

As of June 30, 2013, our loans were in the following states: Michigan, Nevada, and Texas.

At our annual meeting held on December 15, 2011, a majority of the shareholders voted to amend our Bylaws to expand our investment policy to include investments in and acquisition, management and sale of real property or the acquisition of entities involved in the ownership or management of real property. A majority of the shareholders also voted to amend our charter to change the terms of our existence from its expiration date of December 31, 2019 to perpetual existence. As a result we will begin to acquire, manage, renovate, reposition, sell or otherwise invest in real property or acquire entities involved in the ownership or management of real property.

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SUMMARY OF FINANCIAL RESULTS

Comparison of Operating Results for the three months ended June 30, 2013 to the three months ended

June 30, 2012

Total Revenue:	2013		2012		$ Change			% Change
Interest income from investment in real estate loans	$	275,000	$	210,000	$	65,000			31	%
Recovery of allowance for doubtful notes receivable		33,000		29,000		4,000			14	%
Gain related to pay off of real estate loan, including recovery of allowance for loan loss		21,000		132,000		(111,000	)		(84	%)
Total	$	329,000	$	371,000	$	(42,000	)		(2	%)

Our revenue from interest income is dependent upon the balance of our investment in real estate loans and the interest earned on these loans. The loan portfolio balance for majority of second quarter 2013 was significantly higher than 2012, and all loans were performing. This resulted in an increase in interest income for 2013 compared to 2012. Scheduled payments on fully reserved notes receivable and loans in 2012 resulted in a decrease in gain related to payoff of real estate loan and notes receivable. During May 2012, we, VRM II and Fund III sold our portions of a fully reserved loan of $14.0 million, of which our portion was $1.2 million to a third party. We received a payment of approximately $0.1 million which was recorded as a gain. There was no comparable transaction in the second quarter of 2013.

For additional information see Note D – Investments in Real Estate Loans of the Notes to the Consolidated Financial Statements included in Part I, Item 1 Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Operating Expenses:	2013		2012		$ Change			% Change
Management fees – related party	$	69,000	$	69,000	$	--			--
Interest expense		1,000		1,000		--			--
Professional fees		164,000		213,000		(49,000	)		(23	%)
Insurance		53,000		55,000		(2,000	)		(4	%)
Consulting		31,000		20,000		11,000			55	%
Other		20,000		26,000		(6,000	)		(23	%)
Total	$	338,000	$	384,000	$	(46,000	)		(12	%)

Operating expenses were 12% lower during the three months ended June 30, 2013 than during the three months ended June 30, 2012. This decrease is due to the decrease in professional fees resulting from a decrease in audit fees and a significant decrease in pending litigation and merger activity.

For additional information see Note M – Legal Matters Involving The Company of the Notes to the Consolidated Financial Statements included in Part I, Item 1 Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Non-operating income (loss):	2013		2012		$ Change			% Change
Reversal of settlement reserve		16,000		--		16,000			100	%
Recovery from settlement with loan guarantor		--		711,000		(711,000	)		(100	%)
Total	$	16,000	$	711,000	$	(695,000	)		(98	%)

During September 2010, we established reserves related to our Nevada Lawsuit settlement. As of June 30, 2013 management determined that the remaining reserves of $16,000 are no longer necessary and have recognized this amount as a reversal of settlement reserve. During January 2011, we, VRM II and Fund III were awarded unsecured claims up to $3.6 million from a bankruptcy settlement with a guarantor of certain loans. Pursuant to the terms of the settlement, we received payment of approximately $0.7 million during April 2012. No such activity occurred in 2013.

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For additional information see Note M – Legal Matters Involving The Company of the Notes to the Consolidated Financial Statements included in Part I, Item I Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Discontinued operations, net of income taxes:	2013			2012			$ Change			% Change
Net gain on sale of real estate held for sale	$	--		$	2,000		$	(2,000	)		(100	%)
Income from assets held for sale		70,000			39,000			31,000			80	%
Write downs on real estate held for sale		--			(316,000	)		316,000			100	%
Expenses related to real estate held for sale		(8,000	)		(56,000	)		48,000			86	%
Total	$	62,000		$	(331,000	)	$	393,000			119	%

During the three months ended June 30, 2012, we recorded net gains on sale of real estate held for sale for a property sold during the quarter. We received income from assets held for sale during the three months ended June 30, 2013 and 2012. The income recorded in the three months ended June 30, 2013 was for a full quarter, as opposed to two months in 2012. The decrease in write-downs on real estate held for sale is mainly due to the acceptance of a purchase contract during 2012 on one property, along with the stabilization of the markets where our real estate owned are located and a decrease in upkeep and litigation of the properties.

For additional information see Note F — Real Estate Held For Sale and Note G – Assets Held for Sale and Discontinued Operations of the Notes to the Financial Statements included in Part I, Item I Consolidated Financial Statements of this Annual Report on Form 10-Q.

Comparison of Operating Results for the six months ended June 30, 2013 to the six months ended

June 30, 2012

Total Revenue:	2013		2012		$ Change			% Change
Interest income from investment in real estate loans	$	559,000	$	352,000	$	207,000			59	%
Recovery of allowance for doubtful notes receivable		48,000		59,000		(11,000	)		(19	%)
Gain related to pay off of real estate loan, including recovery of allowance for loan loss		21,000		188,000		(167,000	)		(89	%)
Total	$	628,000	$	599,000	$	29,000			5	%

Our revenue from interest income is dependent upon the balance of our investment in real estate loans and the interest earned on these loans. The loan portfolio balance for majority of the six months ended June 30, 2013 was significantly higher than 2012, and all loans were performing. This resulted in an increase in interest income for 2013 compared to 2012. Scheduled payments on fully reserved notes receivable and loans in 2012 resulted in a decrease in gain related to payoff of real estate loan and notes receivable. During May 2012, we, VRM II and Fund III sold our portions of a fully reserved loan of $14.0 million, of which our portion was $1.2 million to a third party. We received a payment of approximately $0.1 million which was recorded as a gain. There was no comparable transaction in the six months ended June 30, 2013.

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Operating Expenses:	2013		2012		$ Change			% Change
Management fees – related party	$	138,000	$	138,000	$	--			--
Interest expense		1,000		1,000		--			--
Provision for loan losses		--		19,000		(19,000	)		(100	%)
Professional fees		205,000		388,000		(183,000	)		(48	%)
Insurance		109,000		111,000		(2,000	)		(2	%)
Consulting		50,000		38,000		12,000			32	%
Other		48,000		79,000		(31,000	)		(40	%)
Total	$	551,000	$	774,000	$	(223,000	)		(29	%)

Operating expenses were 29% lower during the six months ended June 30, 2013 than during the six months ended June 30, 2012. This decrease is due to lower provision for loan losses and the decrease in professional fees resulting from a decrease in audit fees and a significant decrease in pending litigation and merger activity.

For additional information see “Specific Loan Allowance” in Note D – Investments in Real Estate Loans and Note L – Legal Matters Involving The Company of the Notes to the Consolidated Financial Statements included in Part I, Item 1 Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Non-operating income (loss):	2013		2012			$ Change			% Change
Reversal of settlement reserve		16,000		--			16,000			100	%
Settlement expense		--		(23,000	)		23,000			100	%
Recovery from settlement with loan guarantor		--		711,000			(711,000	)		(100	%)
Total	$	16,000	$	688,000		$	(672,000	)		(98	%)

During September 2010, we established reserves related to our Nevada Lawsuit settlement. As of June 30, 2013 management determined that the remaining reserves of $16,000 are no longer necessary and have recognized this amount as a reversal of settlement reserve. During the three months ended March 31, 2012 we settled a lawsuit with an acquirer of property previously foreclosed upon and sold, which resulted in an expense of approximately $23,000, and did not have similar expense in 2013. During January 2011, we, VRM II and Fund III were awarded unsecured claims up to $3.6 million from a bankruptcy settlement with a guarantor of certain loans. Pursuant to the terms of the settlement, we received payment of approximately $0.7 million during April 2012. No such activity occurred in 2013.

Discontinued operations, net of income taxes:	2013			2012			$ Change		% Change
Net gain on sale of real estate held for sale	$	26,000		$	4,000		$	22,000		550	%
Income from assets held for sale		169,000			39,000			130,000		334	%
Write downs on real estate held for sale		--			(316,000	)		316,000		100	%
Expenses related to real estate held for sale		(29,000	)		(87,000	)		58,000		67	%
Total	$	166,000		$	(360,000	)	$	526,000		146	%

During the six months ended June 30, 2013 we recorded net gain of approximately $26,000 related to the sale of HFS in December 2011. During 2012 we recorded net gains on sale of real estate held for sale for properties sold in prior periods due to payments on settlement agreements. We received income from assets held for sale during the six months ended June 30, 2013 and 2012. The income recorded in the six months ended June 30, 2013 was for a full six months, as opposed to two months in 2012. The decrease in write-downs on real estate held for sale is mainly due to the acceptance of a purchase contract during 2012 on one property, along with the stabilization of the markets where our real estate owned are located and a decrease in upkeep and litigation of the properties.

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CAPITAL AND LIQUIDITY

Liquidity is a measure of a company’s ability to meet potential cash requirements, including ongoing commitments to fund lending activities and general operating purposes. Subject to a 3% working capital reserve, we generally seek to use all of our available funds to invest in real estate loans. Distributable cash flow generated from such loans is paid out to our stockholders, in the form of a dividend. We do not anticipate the need for hiring any employees, acquiring fixed assets such as office equipment or furniture, or incurring material office expenses during the next twelve months. We may pay our manager an annual management fee of up to 0.25% of our aggregate capital received by us and Fund I from the sale of shares or membership units.

During the six months ended June 30, 2013, net cash flows used in operating activities approximated $0.2 million. Operating cash flows were used for the payment of normal operating expenses such as management fees, accounting fees and legal bills. Cash flows related to investing activities consisted of cash used by loan investments in new real estate loans of approximately $1.3 million. In addition, cash flows related to investing activities consisted of cash provided by notes receivable payoffs of approximately $48,000, cash provided by payoffs of real estate loans of approximately $4.7 million and cash provided by sale of investments in real estate loans to MVP REIT and third parties of approximately $1.9 million. Cash flows used in financing activities consisted of cash for payments on notes payable of approximately $54,000 to finance our directors and officers’ insurance policy and purchase of treasury stock for approximately $0.8 million. Cash flows provided by investing activities totaled approximately $0.4 million and were from a distribution from our assets held for sale.

At June 30, 2013, we had approximately $7.3 million in cash, $0.9 million in marketable securities – related party and approximately $21.4 million in total assets. We intend to meet short-term working capital needs through a combination of proceeds from loan payoffs, loan sales, sales of real estate held for sale and/or borrowings. We believe we have sufficient working capital to meet our operating needs during the next 12 months.

We have no current plans to sell any new shares. Although a small percentage of our shareholders have elected to reinvest their dividends, we suspended payment of dividends in June 2008 and at this time are not able to predict when dividend payments will resume. Accordingly, we do not expect to issue any new shares through our dividend reinvestment program in the foreseeable future.

When economic conditions permit, we may seek to expand our capital resources through borrowings from institutional lenders or through securitization of our loan portfolio or similar arrangements. No assurance can be given that, if we should seek to borrow additional funds or to securitize our assets, we would be able to do so on commercially attractive terms. Our ability to expand our capital resources in this manner is subject to many factors, some of which are beyond our control, including the state of the economy, the state of the capital markets and the perceived quality of our loan portfolio.

On February 21, 2008, our Board of Directors authorized the repurchase of up to $5 million worth of our common stock. Depending upon market conditions, shares may be repurchased from time to time at prevailing market prices through open market or privately negotiated transactions. During the year ended December 31, 2011, we used approximately $104,000 to acquire 78,600 shares of our common stock. These shares were retired in 2012. During the three months ended June 30, 2013 we used approximately $785,000 to acquire 437,209 shares of our common stock. As of December 31, 2012, we had no treasury stock. We are not obligated to purchase any additional shares.

We maintain working capital reserves of approximately 3% in cash and cash equivalents, certificates of deposits and short-term investments or liquid marketable securities. This reserve is available to pay expenses in excess of revenues, satisfy obligations of underlying properties, expend money to satisfy our unforeseen obligations and for other permitted uses of working capital. As of August 14, 2013, we met our 3% reserve.

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Investments in Real Estate Loans Secured by Real Estate Portfolio

We offer five real estate loan products consisting of commercial property, construction, acquisition and development, land, and residential. The effective interest rates on all product categories range from 6.0% to 10%. Revenue by product will fluctuate based upon relative balances during the period.

For additional information on our investments in real estate loans, refer to Note D – Investments In Real Estate Loans of the Notes to the Consolidated Financial Statements included in Part I, Item I Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Asset Quality and Loan Reserves

As a commercial real estate lender willing to invest in riskier loans, rates of delinquencies, foreclosures and our losses on our loans could be higher than those generally experienced in the commercial mortgage lending industry during this period of economic slowdown and recession. Problems in the sub-prime residential mortgage market have adversely affected the general economy and the availability of funds for commercial real estate developers. We believe this lack of available funds has led to an increase in defaults on our loans. Furthermore, problems experienced in U.S. credit markets from 2007 through 2009 reduced the availability of credit for many prospective borrowers. While credit markets have generally improved, the commercial real estate markets in our principal areas of operation have not recovered, thereby resulting in continuing constraints on the availability of credit in these markets. These problems have made it more difficult for our borrowers to obtain the anticipated re-financing necessary in many cases to pay back our loans. Thus, we have had to work with some of our borrowers to either modify, restructure and/or extend their loans in order to keep or restore the loans to performing status. Our manager will continue to evaluate our loan portfolio in order to minimize risk associated with current market conditions.

OFF-BALANCE SHEET ARRANGEMENTS

As of June 30, 2013, we do not have any interests in off-balance sheet special purpose entities nor do we have any interests in non-exchange traded commodity contracts.

RELATED PARTY TRANSACTIONS

From time to time, we may acquire or sell investments in real estate loans from/to our manager or other related parties pursuant to the terms of our Management Agreement without a premium. No gain or loss is recorded on these transactions, as it is not our intent to make a profit on the purchase or sale of such investments. The purpose is generally to diversify our portfolio by syndicating loans, thereby providing us with additional capital to make additional loans. For further information regarding related party transactions, refer to Note H – Related Party Transactions of the Notes to the Consolidated Financial Statements included in Part I, Item I Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

CRITICAL ACCOUNTING ESTIMATES

Revenue Recognition

Interest income on loans is accrued by the effective interest method. We do not accrue interest income from loans once they are determined to be non-performing. A loan is considered non-performing when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement or when the payment of interest is 90 days past due.

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The following table presents a sensitivity analysis, averaging the balance of our loan portfolio at the end of the last six quarters, to show the impact on our financial condition at June 30, 2013, from fluctuations in weighted average interest rate charged on loans as a percentage of the loan portfolio:

Changed Assumption	Increase (Decrease) in Interest Income
Weighted average interest rate assumption increased by 1.0% or 100 basis points	$	136,000
Weighted average interest rate assumption increased by 5.0% or 500 basis points	$	680,000
Weighted average interest rate assumption increased by 10.0% or 1,000 basis points	$	1,361,000
Weighted average interest rate assumption decreased by 1.0% or 100 basis points	$	(136,000	)
Weighted average interest rate assumption decreased by 5.0% or 500 basis points	$	(680,000	)
Weighted average interest rate assumption decreased by 10.0% or 1,000 basis points	$	(1,361,000	)

The purpose of this analysis is to provide an indication of the impact that the weighted average interest rate fluctuations would have on our financial results. It is not intended to imply our expectation of future revenues or to estimate earnings. We believe that the assumptions used above are appropriate to illustrate the possible material impact on the consolidated financial statements.

Allowance for Loan Losses

We maintain an allowance for loan losses on our investments in real estate loans for estimated credit impairment in our investment in real estate loans portfolio. Our manager’s estimate of losses is based on a number of factors including the types and dollar amounts of loans in the portfolio, adverse situations that may affect the borrower’s ability to repay, prevailing economic conditions and the underlying collateral securing the loan. Additions to the allowance are provided through a charge to earnings and are based on an assessment of certain factors, which may indicate estimated losses on the loans. Actual losses on loans are recorded as a charge-off or a reduction to the allowance for loan losses. Subsequent recoveries of amounts previously charged off are added back to the allowance or included as income.

The following table presents a sensitivity analysis to show the impact on our financial condition at June 30, 2013, from increases and decreases to our allowance for loan losses as a percentage of the loan portfolio:

Changed Assumption	Increase (Decrease) in Allowance for Loan Losses
Allowance for loan losses assumption increased by 1.0% of loan portfolio	$	87,000
Allowance for loan losses assumption increased by 5.0% of loan portfolio	$	436,000
Allowance for loan losses assumption increased by 10.0% of loan portfolio	$	872,000
Allowance for loan losses assumption decreased by 1.0% of loan portfolio	$	(87,000	)
Allowance for loan losses assumption decreased by 5.0% of loan portfolio	$	(436,000	)
Allowance for loan losses assumption decreased by 10.0% of loan portfolio	$	(872,000	)

Estimating allowances for loan losses requires significant judgment about the underlying collateral, including liquidation value, condition of the collateral, competency and cooperation of the related borrower and specific legal issues that affect loan collections or taking possession of the property. As a commercial real estate lender willing to invest in loans to borrowers who may not meet the credit standards of other financial institutional lenders, the default rate on our loans could be higher than those generally experienced in the mortgage lending industry. We and our manager generally approve loans more quickly than other real estate lenders and, due to our expedited underwriting process, there is a risk that the credit inquiry we perform will not reveal all material facts pertaining to a borrower and the security.

We may discover additional facts and circumstances as we continue our efforts in the collection and foreclosure processes. This additional information often causes management to reassess its estimates. In recent years, we have revised estimates of our allowance for loan losses. Circumstances that may cause significant changes in our estimated allowance include, but are not limited to:

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Declines in real estate market conditions that can cause a decrease in expected market value;

Discovery of undisclosed liens for community improvement bonds, easements and delinquent property taxes;

Unanticipated legal or business issues that may arise subsequent to loan origination or upon the sale of foreclosed upon property; and

Appraisals, which are only opinions of value at the time of the appraisal, may not accurately reflect the value of the property.

Real Estate Held for Sale

Real estate held for sale includes real estate acquired through foreclosure and will be carried at the lower of the recorded amount, inclusive of any senior indebtedness, or the property’s estimated fair value, less estimated costs to sell, with fair value based on appraisals and knowledge of local market conditions. The carrying values of real estate held for sale are assessed on a regular basis from updated appraisals, comparable sales values or purchase offers.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note K – Recent Accounting Pronouncements of the Notes to the Consolidated Financial Statements included in Part I, Item I Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

ITEM 4.

CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer has evaluated the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of the end of the period covered by this report, and they have concluded that these controls and procedures are effective.

(b) Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting during the second quarter of 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

Please refer to Note M – Legal Matters Involving the Manager and Note N – Legal Matters Involving the Company of the Notes to the Consolidated Financial Statements included in Part I, Item I Consolidated Financial Statements of this Quarterly Report on Form 10-Q for information regarding our legal proceedings, which are incorporated herein by reference.

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ITEM 2.

UNREGISTERED SALES OF EQUITY AND USE OF PROCEEDS

None.

The following is a summary of our stock purchases during the three months ended June 30, 2013, as required by Regulation S-K, Item 703.

Period	(a) Total Number of Shares Purchased		(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number of (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
April 1, 2013 –April 30, 2013		--	$	--		--	$	4,013,475
May 1, 2013 – May 31, 2013		437,209		1.80		437,209		3,228,475
June 1, 2013 – June 30, 2013		--		--		--		3,228,475

Total		437,209	$	1.80		437,209	$	3,228,475

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ITEM 6.

EXHIBITS

EXHIBIT INDEX

Exhibit No.		Description of Exhibits
2.1(1)		Agreement and Plan of Merger between Vestin Fund II, LLC and the Registrant
2.2(5)		Membership Interest Purchase Agreement between VRM I, VRM II and Northstar Hawaii, LLC
3.1(1)		Articles of Incorporation of the Registrant
3.2(1)		Bylaws of the Registrant
3.3(1)		Form of Articles Supplementary of the Registrant
4.1(1)		Reference is made to Exhibits 3.1, 3.2 and 3.3
4.2(2)		Specimen Common Stock Certificate
4.3(1)		Form of Rights Certificate
10.1(1)		Form of Management Agreement between Vestin Mortgage and the Registrant
10.2(1)		Form of Rights Agreement between the Registrant and the rights agent
10.3 (4)		Agreement between Strategix Solutions, LLC and Vestin Realty Mortgage I, Inc. for accounting services.
10.4 (6)		Died in Lieu
21.1(2)		List of subsidiaries of the Registrant
31.1		Section 302 Certification of Michael V. Shustek
31.2		Section 302 Certification of Tracee Gress
32		Certification Pursuant to 18 U.S.C. Sec. 1350
99.2R(3)		Vestin Realty Mortgage I, Inc. Code of Business Conduct and Ethics
101		The following material from the Company's quarterly report on Form 10-Q for the six months ended June 30, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012 (unaudited), (ii) Consolidated Statements of Operations for the three and six months ended June 30, 2013 and 2012 (unaudited) (iii) Consolidated Statements of Other Comprehensive Income for the three and six months ended June 30, 2013 and 2012 (unaudited) (iv) Consolidated Statement of Equity for the six months ended June 30, 2013 (unaudited) (v) Consolidated Statements of Cash Flows for the six months ended June 30, 2013 and 2012 (unaudited) and (vi) Notes to the Consolidated Financial Statements (unaudited)

(1)		Incorporated herein by reference to Post-Effective Amendment No. 3 to our Form S-4 Registration Statement filed on January 4, 2006 (File No. 333-125347)
(2)		Incorporated herein by reference to Post-Effective Amendment No. 4 to our Form S-4 Registration Statement filed on January 31, 2006 (File No. 333-125347)
(3)		Incorporated herein by reference to the Transition Report on Form 10-K for the ten month transition period ended April 30, 2006 filed on June 28, 2006 (File No. 000-51964)
(4)		Incorporated herein by reference to the Quarterly Report on Form 10-Q filed on May 8, 2009 (File No. 000-51964)
(5)		Incorporated herein by reference to the Form 8-K/A filed on November 14, 2011 (File No. 000-51964)
(6)		Incorporated herein by reference to the Form 10-K filed on March 16, 2012 (File No. 000-51964)

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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 thereunto duly authorized.

	Vestin Realty Mortgage I, Inc.

	By:	/s/ Michael V. Shustek
		Michael V. Shustek
		President and Chief Executive Officer
	Date:	August 14, 2013

	By:	/s/ Tracee Gress
		Tracee Gress
		Chief Financial Officer
	Date:	August 14, 2013

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Exhibit 31.1

CERTIFICATIONS

I, Michael V. Shustek, certify that:

1. I have reviewed this Form 10-Q of Vestin Realty Mortgage I, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 14, 2013

/s/ Michael V. Shustek

Michael V. Shustek

Chief Executive Officer

Vestin Realty Mortgage I, Inc.

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Exhibit 31.2

CERTIFICATIONS

I, Tracee Gress, certify that:

1. I have reviewed this Form 10-Q of Vestin Realty Mortgage I, Inc.;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 14, 2013

/s/ Tracee Gress

Tracee Gress

Chief Financial Officer

Vestin Realty Mortgage I, Inc.

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Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

Michael V. Shustek, as Chief Executive Officer of Vestin Realty Mortgage I, Inc. (the “Registrant”), and Tracee Gress, as Chief Financial Officer of the Registrant, hereby certify, pursuant to 18 U.S.C. Sec. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Registrant’s Report on Form 10-Q for the six months ended June 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: August 14, 2013

/s/ Michael V. Shustek

Michael V. Shustek

Chief Executive Officer

Vestin Realty Mortgage I, Inc.

Date: August 14, 2013

/s/ Tracee Gress

Tracee Gress

Chief Financial Officer

Vestin Realty Mortgage I, Inc.

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Vestin Realty Mortgage I, Inc. - FORM 10-Q - August 19, 2013

Vestin Realty Mortgage I, Inc. Reports