U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(MARK ONE)
[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001

[ ]  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 000-24803


                               VESTIN GROUP, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)


          DELAWARE                                                52-2102142
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)


            2901 EL CAMINO AVENUE, SUITE 206, LAS VEGAS, NEVADA 89102
                    (Address of Principal Executive Offices)

                                 (702) 227-0965
                           (Issuer's Telephone Number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 [ ]

Number of shares  outstanding of each of the issuer's  classes of common equity,
as of November 1, 2001: [6,092,070] Shares of Common Stock
<PAGE>
                             VESTIN GROUP, INC. AND
                                  SUBSIDIARIES

                                      INDEX

                                                                        Page No.
                                                                        --------
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements
         Consolidated Balance Sheet                                            1
         Consolidated Statements of Operations                                 2
         Consolidated Statement of Stockholders' Equity                        3
         Consolidated Statements of Cash Flows                                 4
         Notes to Consolidated Financial Statements                            5

Item 2.  Management's Discussions and Analysis                                 8

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                    16

Item 2.  Changes in Securities and Use of Proceeds                            16

Item 3.  Defaults Upon Senior Securities                                      16

Item 4.  Submission of Matters to a Vote of Security Holders                  16

Item 5.  Other Information                                                    16

Item 6.  Exhibits and Reports on Form 8-K                                     17

SIGNATURES                                                                    18
<PAGE>
                         PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                      VESTING GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2001
                                  (UNAUDITED)

                                     ASSETS

Cash                                                               $    631,639
Accounts receivable                                                   3,618,038
Due from related parties                                                698,196
Distributions receivable from related party                             114,258
Note receivable                                                         400,000
Investments in real estate                                            4,530,096
Investments in marketable securities available for sale                  24,209
Investments in mortgage loans on real estate                          7,259,986
Other investments                                                     2,281,057
Other assets                                                             82,260
Property and equipment, net                                             311,727
Deferred tax asset                                                      228,062
                                                                   ------------

      Total assets                                                 $ 20,179,528
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued expenses                              $  1,157,419
Income taxes payable                                                  1,750,368
Due to related parties                                                  100,007
Notes payable - related party                                         5,000,000
Notes payable                                                         4,397,232
                                                                   ------------
      Total liabilities                                              12,405,026
                                                                   ------------

Commitments and contingencies                                                --

Stockholders' equity
    Preferred stock, $.0001 par value; 20 million shares
     authorized; no shares issued                                            --
    Common stock, $.0001 par value; 100 million shares
     authorized; 6,989,270 shares issued, 6,092,070 shares
     outstanding                                                            699
    Treasury stock, at cost                                            (825,575)
    Additional paid-in capital                                        2,436,344
    Retained earnings                                                 7,296,411
    Note receivable from related party                                 (940,710)
    Accumulated other comprehensive loss                               (192,667)
                                                                   ------------
      Total stockholders' equity                                      7,774,502
                                                                   ------------

Total liabilities and stockholders' equity                         $ 20,179,528
                                                                   ============

See Accompanying Notes to Consolidated Financial Statements

                                       1
<PAGE>
                      VESTING GROUP, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                    For the three months ended     For the nine months ended
                                                           September 30,                  September 30,
                                                    ---------------------------   ----------------------------
                                                        2001           2000           2001            2000
                                                    ------------   ------------   ------------    ------------
<S>                                                 <C>            <C>            <C>             <C>
Revenues
   Loan placement and related fees                  $  4,779,856   $  3,531,114   $ 13,022,809    $ 10,028,790
   Interest income                                       111,326        371,141        440,685         531,927
   Other income                                           84,311         21,709        183,611          13,514
                                                    ------------   ------------   ------------    ------------
     Total revenues                                    4,975,493      3,923,964     13,647,105      10,574,231

Expenses
   Sales and marketing expenses                        1,981,067        159,426      6,410,138       1,012,453
   General and administrative expenses                 2,455,876      2,082,139      6,890,555       4,684,121
   Interest expenses                                     170,891        101,700        398,261         184,577
                                                    ------------   ------------   ------------    ------------
     Total expenses                                    4,607,834      2,343,265     13,698,954       5,881,151

     Income (loss) from continuing operations
      before provision for income taxes                  367,659      1,580,699        (51,849)      4,693,080

Provision for income taxes                               133,247        537,438         (1,143)      1,595,647
                                                    ------------   ------------   ------------    ------------

     Net income (loss) from continuing operations        234,412      1,043,261        (50,706)      3,097,433

Discontinued operations
   Income from discontinued operations -
    Financial Services
    Division, net of income taxes of $0,
     $22,215, $0, and $167,446                                --         43,124             --         325,041
                                                    ------------   ------------   ------------    ------------

     Net income (loss)                              $    234,412   $  1,086,385   $    (50,706)   $  3,422,474
                                                    ============   ============   ============    ============

Earnings per common share - Basic
   Income (loss) from continuing operations         $       0.04   $       0.15   $      (0.01)   $       0.44
                                                    ============   ============   ============    ============
   Income from discontinued operations              $         --   $       0.01   $         --    $       0.05
                                                    ============   ============   ============    ============
   Net income (loss)                                $       0.04   $       0.16   $      (0.01)   $       0.49
                                                    ============   ============   ============    ============

Earnings per common share - Diluted
   Income (loss) from continuing operations         $       0.03   $       0.15   $      (0.01)   $       0.44
                                                    ============   ============   ============    ============
   Income from discontinued operations              $         --   $       0.01   $         --    $       0.05
                                                    ============   ============   ============    ============
   Net income (loss)                                $       0.03   $       0.16   $      (0.01)   $       0.49
                                                    ============   ============   ============    ============

Weighted average number of common shares
 outstanding - Basic                                   6,116,670      6,989,270      6,151,447       6,989,270
                                                    ============   ============   ============    ============

Weighted average number of common shares
 outstanding - Diluted                                 6,913,508      6,989,270      6,151,447       6,989,270
                                                    ============   ============   ============    ============
</TABLE>

          See Accompanying Notes to Consolidated Financial Statements

                                       2
<PAGE>
                      VESTING GROUP, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                        PREFERRED STOCK          COMMON STOCK             TREASURY STOCK
                                      -------------------    ---------------------    ---------------------
                                       SHARES     AMOUNT       SHARES      AMOUNT      SHARES      AMOUNT
                                      --------   --------    ----------   --------    --------   ----------
<S>                                   <C>        <C>         <C>          <C>         <C>        <C>
Balance at January 1, 2001                  --   $     --     6,989,270   $    699       2,400   $  (11,306)

Divestiture of L.L. Bradford
 and Company                                --         --            --         --     800,000     (540,000)

Treasury stock acquired                     --         --            --         --      94,800     (274,269)

Expenses related to issuance of
 common stock warrants                      --         --            --         --          --           --

Note receivable from related party          --         --            --         --          --           --

Unrealized loss on investments in
 marketable securities                      --         --            --         --          --           --

Net loss                                    --         --            --         --          --           --
                                      --------   --------    ----------   --------    --------   ----------
Balance at September 30, 2001               --   $     --     6,989,270   $    699     897,200   $ (825,575)
                                      ========   ========    ==========   ========    ========   ==========

                                                        NOTE        ACCUMULATED
                                       ADDITIONAL    RECEIVABLE        OTHER
                                        PAID-IN     FROM RELATED   COMPREHENSIVE     RETAINED
                                        CAPITAL        PARTY           LOSS          EARNINGS         TOTAL
                                      -----------   -----------    -------------    -----------    -----------
Balance at January 1, 2001            $ 1,739,427   $        --     $  (115,790)    $ 7,347,117    $ 8,960,147

Divestiture of L.L. Bradford
 and Company                                   --            --              --              --       (540,000)

Treasury stock acquired                        --            --              --              --       (274,269)

Expenses related to issuance of
 common stock warrants                    696,917            --              --              --        696,917

Note receivable from related party             --            --        (940,710)             --       (940,710)

Unrealized loss on investments in
 marketable securities                         --            --         (76,877)             --        (76,877)

Net loss                                       --            --              --         (50,706)       (50,706)
                                      -----------   -----------     -----------     -----------    -----------
Balance at September 30, 2001         $ 2,436,344   $  (940,710)    $  (192,667)    $ 7,296,411    $ 7,774,502
                                      ===========   ===========     ===========     ===========    ===========
</TABLE>

          See Accompanying Notes to Consolidated Financial Statements

                                       3
<PAGE>
                      VESTING GROUP, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                       For the nine months ended September 30,
                                                                       ---------------------------------------
                                                                            2001                    2000
                                                                         -----------             -----------
<S>                                                                      <C>                     <C>
Cash flows from operating activities:
    Net income (loss)                                                    $   (50,706)            $ 3,422,474
    Less net income from discontinued operations                                  --                 325,041
                                                                         -----------             -----------
    Income (loss) from continuing operations                                 (50,706)              3,097,433
    Adjustments to reconcile net income (loss) from continuing
     operations to net cash provided (used) by operating activities:
      Depreciation and amortization                                           47,645                  11,088
      Expenses related to warrants granted                                   696,917                      --
    Changes in operating assets and liabilities:
      Accounts receivable                                                 (1,179,007)               (764,563)
      Distributions receivable from related party                           (114,258)                     --
      Other assets                                                           (46,695)                (67,147)
      Due from stockholder                                                   (14,927)                     --
      Due from related parties                                                (4,910)               (508,569)
      Deferred tax asset                                                     (17,629)                     --
      Accounts payable and accrued expenses                                  517,070                  24,650
      Due to related parties                                                (104,684)               (136,851)
      Income taxes payable                                                  (550,856)                795,647
                                                                         -----------             -----------
        Net cash provided (used) by operating activities
         of continuing operations                                           (822,040)              2,451,688

Cash flows from investing activities:
    Purchase of property and equipment                                      (174,689)                (71,627)
    Advances to related parties                                              (80,000)                     --
    Cash advanced on notes receivable                                       (400,000)                (88,150)
    Principal payments received on notes receivable                          153,000                      --
    Purchase of real estate held for sale                                   (336,952)                     --
    Purchase of investment in marketable securities                          (41,576)                (34,433)
    Purchase of other investments                                           (738,820)               (938,747)
    Purchase of investments in mortgage loans on
      real estate, net of sales                                           (1,899,458)                     --
    Sale of investments in mortgage loans on real
     estate, net of purchases                                                     --                 339,844
                                                                         -----------             -----------
        Net cash used by investing activities
         of continuing operations                                         (3,518,495)               (793,113)

Cash flows from financing activities:
    Advances (payments) on line of credit, net                                    --              (1,980,000)
    Payments on notes payable                                               (802,412)                 (5,661)
    Proceeds from note payable - related party                             5,000,000                      --
    Distributions to stockholders                                                 --                 (60,819)
    Purchase of treasury stock                                              (274,269)                     --
                                                                         -----------             -----------
        Net cash provided (used) by financing activities
         of continuing operations                                          3,923,319              (2,046,480)
                                                                         -----------             -----------

Net cash used by continuing operations                                      (417,216)               (387,905)

Net cash provided by discontinued operations                                      --                  60,819
                                                                         -----------             -----------

Net change in cash                                                          (417,216)               (327,086)

Cash, beginning of period                                                  1,048,855               1,093,044
                                                                         -----------             -----------

Cash, end of period                                                      $   631,639             $   765,958
                                                                         ===========             ===========

SUPPLEMENTAL CASH FLOW INFORMATION:
    Cash paid for interest                                               $   325,535             $   101,700
                                                                         ===========             ===========
    Cash paid for income taxes                                           $   567,342             $        --
                                                                         ===========             ===========
</TABLE>

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

On March 15, 2000,  10,300  shares of common stock were issued to acquire all of
the outstanding shares of Vestin Capital, Inc.

On March 31, 2000, 800,000 shares of common stock were issued to acquire all of
the outstanding shares of L.L. Bradford & Company.

On January 31, 2000, 17,700 shares of common stock were issued to acquire all of
the outstanding shares of Vestin Mortgage Advisors, Inc.

During January 2001, the Company sold real estate investments  totaling $896,000
in exchange for a note receivable.

During  January  2001,  the Company  divested its  subsidiary,  L.L.  Bradford &
Company,  to the original  shareholders of L.L. Bradford and Company in exchange
for 800,000 shares of the Company's common stock.

On June 30, 2001,  the Company loaned  $940,710 to a related party,  securing it
with Vestin Group, Inc. stock.

During August 2001,  the Company  acquired real estate held for sale in exchange
for a note payable totaling $2,014,644.

During  September  2001,  the  Company  acquired  real  estate  held for sale in
exchange for a note payable totaling $2,095,000.

          See Accompanying Notes to Consolidated Financial Statements

                                       4
<PAGE>
                               VESTIN GROUP, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

The  accompanying  consolidated  financial  statements  have  been  prepared  in
accordance  with  Securities and Exchange  Commission  requirements  for interim
financial statements.  Therefore, they do not include all of the information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  The financial  statements  should be read in conjunction
with the Forms  10-KSB and  10-KSB/A  for the year ended  December  31,  2000 of
Vestin Group, Inc. ("Vestin" or "the Company").

The results of operations  for the interim  periods shown in this report are not
necessarily  indicative  of results  to be  expected  for the full year.  In the
opinion of management, the information contained herein reflects all adjustments
necessary  to make the  results of  operations  for the  interim  periods a fair
statement of such  operation.  All such  adjustments  are of a normal  recurring
nature.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

NEW  ACCOUNTING  PRONOUNCEMENTS  - On July 20, 2001,  the  Financial  Accounting
Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS)
141, BUSINESS  COMBINATIONS,  and SFAS 142, GOODWILL AND INTANGIBLE ASSETS. SFAS
141 is effective for all business  combinations  completed  after June 30, 2001.
SFAS 142 is  effective  for fiscal  years  beginning  after  December  15, 2001;
however,  certain  provisions  of this  Statement  apply to  goodwill  and other
intangible  assets acquired  between July 1, 2001 and the effective date of SFAS
142.  Major  provisions of these  Statements and their  effective  dates for the
Company are as follows:

     *    all business  combinations  initiated after June 30, 2001 must use the
          purchase  method of  accounting.  The  pooling of  interest  method of
          accounting is prohibited except for transactions initiated before July
          1, 2001.

     *    intangible assets acquired in a business  combination must be recorded
          separately from goodwill if they arise from contractual or other legal
          rights or are  separable  from the  acquired  entity  and can be sold,
          transferred,  licensed, rented or exchanged, either individually or as
          part of a related contract, asset or liability.

     *    goodwill, as well as intangible assets with indefinite lives, acquired
          after June 30, 2001, will not be amortized. Effective January 1, 2002,
          all  previously   recognized   goodwill  and  intangible  assets  with
          indefinite lives will no longer be subject to amortization.

     *    effective  January  1,  2002,  goodwill  and  intangible  assets  with
          indefinite  lives will be tested for impairment  annually and whenever
          there is an impairment indicator.

     *    all acquired goodwill must be assigned to reporting units for purposes
          of impairment testing and segment reporting.

Although it is still reviewing the provisions of these Statements,  management's
preliminary  assessment is that these Statements will not have a material impact
on the Company' financial position or results of operations.

NOTE 3 - OTHER INVESTMENTS

In June 2001,  Vestin Fund I, LLC ("Fund I"),  completed  the sale of 10,000,000
units  at $10 per  unit.  Fund I  invests  in  mortgage  loans  secured  by real
property.  Vestin  Mortgage,  Inc. a  subsidiary  of the Company is the Managing
Member of the Fund I. As of September  30, 2001,  Vestin's  investment in Fund I
totals  $1,000,000  which  is  included  as part of Other  Investments  totaling
$2,281,057.  For the nine months ended September 30, 2001, the Company  recorded
revenues of  approximately  $92,000 from its investment in Fund I as a result of
distributions  declared during the months of January 2001 through September 2001
and is reflected as  distributions  receivable as of September 30, 2001.  Vestin
Mortgage,  Inc., as the Managing Member, is entitled to an annual management fee
of up to 0.25% of the  aggregate  capital  contributions  to Fund I.  During the
three and nine months ended September 30, 2001, Vestin Mortgage elected to waive
all management fees from Fund I.

                                       5
<PAGE>
Total  management  fees waived by Vestin  Mortgage for the three and nine months
ended September 30, 2001 approximated $63,500 and $148,900,  respectively. As of
September 30, 2001,  the Company owed Fund I  approximately  $93,000  related to
shared loan  placement  fees  during  fiscal year 2000.  This  balance  bears no
interest and is due on demand.

In June 2001, the SEC declared  effective the  registration  statement of Vestin
Fund II, LLC ("Fund II") under which it will offer up to 50,000,000 units at $10
per unit.  Fund II is  similar  to Fund I as it will  invest in  mortgage  loans
secured by real property.  As of September 30, 2001, Vestin's investment in Fund
II approximated $678,000 which is included as part of Other Investments totaling
$2,281,057.  For the nine months ended September 30, 2001, the Company  recorded
revenues of approximately  $22,000 from its investment in Fund II as a result of
distributions declared during the months of July 2001 through September 2001 and
is reflected  in  distributions  receivable  as of  September  30, 2001.  Vestin
Mortgage,  Inc. is also the  managing  member of Fund II entitling it to receive
annual management fees of 0.25% of the aggregate  capital  contributions to Fund
II. During the three and nine months ended  September 30, 2001,  Vestin Mortgage
elected to waive all management fees from Fund II. Total  management fees waived
by Vestin  Mortgage  for the three and nine  months  ended  September  30,  2001
approximated $22,100 and $22,500, respectively.

Total  management  fees  waived from Fund I and II for the three and nine months
ended September 30, 2001 approximated  $56,000 and $113,000 (net of tax effect),
respectively,  or $0.01 and $0.02 basic and fully  diluted  earnings  per common
share, respectively.

NOTE 4 - RELATED PARTY TRANSACTIONS

Due from related parties as of September 30, 2001 is comprised of the following:

     Advances   made   to  an   officer/director/shareholder   of  the   Company
     approximating a total of $347,000 bearing no interest and due on demand.

     Notes  receivable  of $251,000  from an employee of the Company dated April
     19,  2000.  The note is  unsecured,  matures  on April  19,  2004 and bears
     interest at 10%.  Interest only  payments are made on a  semi-annual  basis
     with the principal along with any accrued interest due as a lump sum on the
     date of maturity.

     Advances  to Vestin  Fund II  approximating  a total of $80,000  bearing no
     interest and due on demand.

     Advances to two entities  controlled by shareholders and/or officers of the
     Company  approximating  a total of $20,000  bearing no interest  and due on
     demand.

Note  receivable  from related  party  totaling  $940,710 at September  30, 2001
relates to amounts loaned to a shareholder and consultant,  secured with 155,400
shares of the Company's common stock owned by this  shareholder.  The note bears
no interest and matures on January 31, 2002.

During  the  three  months  ended  September  30,  2001,  the  Company  borrowed
$5,000,000  from an  investor  in Fund I and II, and trust  deeds  placed by the
Company.  The balance is unsecured,  bearing an interest rate of 12% and matures
in January 2002.

During the three and nine months  ended  September  30,  2001,  the Company paid
$37,500 and  $112,500,  respectively,  for  outsourced  financial  reporting and
accounting  services (i.e.,  SEC and financial  reporting,  taxation,  and other
consulting  matters) to an accounting  firm majority  owned by the President and
CFO of the Company.

                                       6
<PAGE>
NOTE 5 - TREASURY STOCK

During the three months ended  September 30, 2001, the Company  acquired  39,800
shares of treasury  stock for a total  value of  approximately  $118,000.  As of
September 30, 2001,  the Company has a total of 897,200  shares held in treasury
of which  includes  800,000  shares  related  to the  L.L.  Bradford  &  Company
transaction.   See,  "Management's   Discussion  and  Analysis,  -  Discontinued
Operations."

NOTE 6 - INVESTMENTS IN REAL ESTATE

Investment  in real estate  totaling  $4,530,096 is comprised of two real estate
properties  acquired through foreclosure during the three months ended September
30, 2001 and is recorded at historical  cost. As a result of the  acquisition of
these real  estate  properties,  the Company  assumed  notes  payables  totaling
$3,447,232  reflected on the balance sheet as notes payable totaling  $4,397,232
as of September  30, 2001.  These notes are due to various  parties,  secured by
such real estate properties,  interest rate ranging from 8% to 15% annually, and
due on demand.

NOTE 7 -  SUBSEQUENT EVENTS

During the quarter ended September 30, 2001, the Company determined that certain
entries  were not made in previous  quarters to record  penalties  and  interest
related to federal  income tax  obligations  and income  earned on the Company's
investments in Fund I and Fund II. Therefore,  the company will amend the 10-QSB
for the  quarter  ended  March 31,  2001 for  investment  income not  previously
recorded  and will  amend the  10-QSB for the  quarter  ended June 30,  2001 for
investment  income and penalties and interest on federal income tax  obligations
not previously recorded.

The following table  summarizes the effects of the  transactions  not previously
reported:

For the three months ended March 31, 2001:

<TABLE>
<CAPTION>
                                                As Previously
                                                   Reported       Adjustments       Restated
                                                -------------     -----------     -----------
<S>                                             <C>               <C>             <C>
Revenues                                         $ 3,986,077      $    27,711     $ 4,013,788
Expenses                                           4,705,405               --       4,705,405
                                                 -----------      -----------     -----------
Loss before provisions for income taxes             (719,328)          27,711        (691,617)
Provision for income taxes                          (244,572)           9,422        (235,150)
                                                 -----------      -----------     -----------

Net loss                                         $  (474,756)     $    18,289     $  (456,467)
                                                 ===========      ===========     ===========

Earnings per share - basic and fully diluted     $     (0.07)     $      0.00     $     (0.07)
                                                 ===========      ===========     ===========
Weighted average number of common shares
 - basic and diluted                               6,943,103        6,943,103       6,943,103
                                                 ===========      ===========     ===========
</TABLE>

For the three months ended June 30, 2001:

<TABLE>
<CAPTION>
                                                As Previously
                                                   Reported       Adjustments       Restated
                                                -------------     -----------     -----------
<S>                                             <C>               <C>             <C>
Revenues                                         $ 4,684,427      $    31,180       4,715,607
Expenses                                           4,356,299           60,606       4,416,905
                                                 -----------      -----------     -----------
Income before provisions for income taxes            328,128          (29,426)        298,702
Provision for income taxes                           111,564           (1,694)        109,870
                                                 -----------      -----------     -----------

Net income                                       $   216,564      $   (27,732)    $   188,832
                                                 ===========      ===========     ===========

Earnings per share - basic                       $      0.04      $     (0.01)    $      0.03
                                                 ===========      ===========     ===========
Earnings per share - fully diluted               $      0.03      $      0.00     $      0.03
                                                 ===========      ===========     ===========
Weighted average number of common shares:
  Basic                                            6,161,809        6,161,809       6,161,809
                                                 ===========      ===========     ===========
  Fully diluted                                    6,958,449        6,958,449       6,958,449
                                                 ===========      ===========     ===========
</TABLE>

                                        7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

BACKGROUND

Vestin Group,  Inc., was incorporated in Delaware on June 2, 1998 under the name
Sunderland Acquisition  Corporation ("Vestin Group").  Vestin Group is a holding
company  which  conducts  all  of  its  operations   through  its  wholly  owned
subsidiaries.  Vestin Group together with its subsidiaries  shall be hereinafter
referred to as the "Company."

On August 13, 1998,  Vestin Group filed a  Registration  Statement on Form 10-SB
under the  Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act"),
registering  its class of common stock,  $.0001 par value per share (the "Common
Stock").  On April 27, 1999,  Vestin Group acquired all the outstanding  capital
stock of Capsource,  Inc., a licensed Nevada mortgage company ("Capsource"),  in
exchange for 20,000 shares of Vestin Group's Common Stock.  Simultaneously  with
the acquisition of Capsource,  Vestin Group acquired  certain assets and assumed
certain  liabilities  of Del Mar  Mortgage,  Inc.  and Del  Mar  Holdings,  Inc.
(collectively,  the "Del Mar  Entities")  in exchange  for  4,891,270  shares of
Common Stock of Vestin Group.  The Del Mar Entities are controlled by Michael V.
Shustek, Chief Executive Officer and Chairman of the Board of Vestin Group.

As part of a corporate  restructuring,  Vestin Group  transferred the commercial
mortgage brokerage business of the Del Mar Entities to Capsource. On October 15,
1999,  Vestin  Group filed a  Registration  Statement  on Form SB-2  registering
1,926,270  shares of its Common Stock held by various  stockholders.  On July 6,
2000,  Capsource changed its name to Vestin Mortgage,  Inc. ("Vestin Mortgage").
Vestin Mortgage is currently a wholly-owned subsidiary of Vestin Group and holds
a mortgage broker's license in Nevada.

In April 2000, Vestin Group acquired Vestin Capital, Inc., formerly DM Financial
Services,  Inc., a registered  broker-dealer  in 49 states  ("Vestin  Capital").
Vestin Group also acquired DM Mortgage Advisors, Inc., an Arizona based mortgage
funding  business  which has changed its name to Vestin  Mortgage  Advisors ("VM
Advisors"),  in exchange for Vestin Group's Common Stock in December 1999.  Both
Vestin  Capital  and VM  Advisors  were  wholly  owned by Michael  Shustek,  who
received  10,300 shares of Vestin Group's Common Stock for Vestin  Capital,  and
17,700 shares of Vestin Group's Common Stock for VM Advisors in connection  with
the acquisitions.

Vestin  Mortgage  serves as the  manager  of  Vestin  Fund I, LLC  (formerly  DM
Mortgage  Investors,  LLC), a Nevada limited liability company ("Fund I"), which
was organized to invest in mortgage  loans.  In June 2001,  Fund I completed the
sale of 10 million units registered under a registration statement on Form S-11.
The  Company  has also  organized  Vestin  Fund II, LLC ("Fund  II"),  a limited
liability  company which invests in mortgage loans. Fund II filed a registration
statement  on Form  S-11  with the  Securities  Exchange  Commission  which  was
declared  effective on June 13, 2001.  Fund II may issue up to 50 million  units
generating gross proceeds of up to $500 million.  As of September 30, 2001, Fund
II had raised approximately $57 million from the sale of units.

THE COMPANY

The Company is primarily engaged in the commercial  mortgage brokerage business.
The Company  arranges  loans to owners and  developers  of real  property  whose
financing  needs  are  not  being  met  by  traditional  mortgage  lenders.  The
underwriting  standards  and length of time  required  by  traditional  mortgage
lenders,  such as commercial banks,  results in certain potential  borrowers who
are unable to or  unwilling  to go through the process  required by  traditional
lenders.  As a  non-conventional  lender,  the  Company  focuses on the needs of
borrowers  unable or  unwilling  to meet the more  restrictive  requirements  of
traditional lenders.  When evaluating  prospective  borrowers,  the Company will
typically focus on the value of collateral, which reduces the paperwork and time
needed to evaluate other factors.

                                       8
<PAGE>
MANAGEMENT OF FUND I AND FUND II

Vestin  Mortgage  is the  Manager  of both  Fund I and Fund II which is the main
funding source for Vestin Mortgage's  commercial mortgage brokerage  activities.
As manager,  Vestin  Mortgage  evaluates  prospective  investments,  selects the
mortgages  in which these Funds will invest and makes all  investment  decisions
for  these  Funds.   Additionally,   Vestin  Mortgage  is  responsible  for  all
administrative matters such as accounting,  tax and legal requirements for these
Funds. Vestin Mortgage receives an annual management fee from each Fund of up to
0.25% of the aggregate  capital  contributions to each Fund. The Company may, in
its sole  discretion,  waive its management fee. Total management fees waived by
Vestin  Mortgage  for the  three  and  nine  months  ended  September  30,  2001
approximated  $85,600  and  $171,400,  respectively.  As of the same  date,  the
Company had received  approximately 100,000 units in Fund I for expenses paid by
the Company to  unaffiliated  third parties in  connection  with the offering of
units in Fund I, and  68,000  units for the same in the Fund II.  The  Company's
ownership in Funds I and II represent approximately 1% and 1% of the outstanding
amount of units, respectively,  as of September 30, 2001. The Company's election
to waive  management  fees from both Fund I and II provide both Funds  increased
cash flows for  investments  in mortgage  loans  placed by Vestin  Mortgage  and
further maximizing loan placement fees earned by the Company.

FINANCIAL REVIEW

The following financial review and analysis concerns the financial condition and
results of operations of the Company for the quarters  ended  September 30, 2001
and 2000  and for the nine  months  ended  September  30,  2001 and  2000.  This
information  should  be  read  in  conjunction  with  the  Company's   unaudited
Consolidated  Financial  Statements  and  accompanying  notes and other detailed
information regarding the Company appearing elsewhere in this Form 10-QSB.

RESULTS OF OPERATIONS

COMPARISON OF THE QUARTERS  ENDED  SEPTEMBER 30, 2001 AND SEPTEMBER 30, 2000 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000

The historical  operations of the Company for the quarters  ended  September 30,
2001, and September 30, 2000 and for the nine month periods ended  September 30,
2001 and 2000 are analyzed as follows:

REVENUE

The Company reported total revenues of approximately  $5.0 million for the three
month period ended  September 30, 2001, an increase of 27% from $3.9 million for
the  three  month  period  ended   September  30,  2000.  The  Company   derived
approximately  96% and 90% of its revenue in the quarters  ended  September  30,
2001  and  2000,  respectively,  from its  mortgage  brokerage  operations.  The
remaining revenue was principally  generated by interest earned from investments
in mortgage loans, distributions from its investments in Fund I and II, and bank
depository accounts for the quarters ended September 30, 2001 and 2000.

For the nine  months  ended  September  30,  2001,  the  Company  reported a 29%
increase in revenues of approximately $13.7 million as compared to $10.6 million
for the same period of the previous year.

The Company  placed  approximately  $48.3  million and $59.8 million in mortgage
loans  in  the  three  month  periods  ended   September  30,  2001,  and  2000,
respectively. The Company uses funds from individual investors, Fund I, Fund II,
and its own resources to fund loans to real estate developers and owners for raw
land,  acquisition and development,  construction,  commercial,  residential and
bridge loans.

                                       9
<PAGE>
The revenues generated by the Company's  mortgage  brokerage  operations for the
three month periods ended September 30, 2001 and 2000 are as follows:

Type of Revenue            9/30/01        9/30/00
---------------          ----------     ----------

Loan placement fees      $2,303,000     $2,131,000

Loan servicing fees      $1,395,000     $1,098,000

Loan extension fees      $1,082,000     $  302,000
                         ----------     ----------

Total                    $4,780,000     $3,531,000
                         ==========     ==========

Typically,  loan  placement  fees are  directly  related to the size and type of
loan.  Although the overall amount loaned decreased  approximately  19% in third
quarter  of 2001,  as  compared  to the  third  quarter  in 2000,  average  loan
placement fees increased from 3.6% of the loan amount to 4.8%.  Increase in loan
placement fees primarily relate to loans in markets outside of Nevada where such
loans are in high  demand.  The  Company  believes  that loans in these  markets
outside of Nevada are similar in quality and the increase  loan  placement  fees
are not necessarily indicative of additional loan risk.

LOAN SERVICING FEES ARE RECORDED AS REVENUE WHEN SUCH SERVICES ARE RENDERED.

Extension  fees are  recorded  as  revenue  at the  extension  grant  date for a
particular  loan.  Overall  extension fees increased  primarily as a result of a
300%  increase of total loan amounts  extended  compared to the same period last
year. This increase was primarily lead by borrowers with  development type loans
requiring  additional time to complete such  development  projects.  The Company
believes  that  such  additional  extensions  will  provide  borrowers  with the
necessary  time to complete such  development  projects and increase  salability
ensuring repayment of such loans.

DIRECT INVESTMENT

Approximately  4.5%  and 3.0% of  revenues  in the  three  month  periods  ended
September 30, 2001 and 2000 were derived from investments in mortgage loans, and
investments  in Fund I and  II.  As of  September  30,  2001,  the  Company  had
approximately $7.3 million invested in mortgage loans, and $1.7 million invested
in Fund I and II. The Company earns  additional  income from interest  earned on
monies in its bank deposits and trust accounts.

GEOGRAPHICAL EXPANSION

Although the Company has historically  focused its operations in certain Western
states,  the Company has commenced  expansion of its  operations  throughout the
U.S. The Company has developed a significant degree of knowledge with respect to
the real estate markets in the Western states. Such knowledge is critical to the
Company's  business as it enables the Company to process loan  applications more
quickly than many conventional  lenders.  The Company is able to rapidly process
loan  applications  in large part because the Company's  underwriting  standards
focus  heavily  on  the  value  of  the  underlying  property  rather  than  the
creditworthiness  of the borrower.  The Company's  ability to quickly assess the
underlying value of real estate when it arranges the terms of a mortgage loan is
therefore  essential  to its  strategy of  providing  fast  turnaround  for loan
applications.

Real estate markets are significantly  influenced by local conditions as well as
by national  economic  conditions.  Thus,  real estate markets vary greatly from
place to place and local  knowledge  of a real  estate  market is  essential  to
prudent lending. In order to obtain such local knowledge, the Company intends to
engage the services of local real estate brokers and real estate lawyers who are
believed to be familiar  with the markets into which the Company may expand.  It
is not  possible at this time to predict in which areas the Company  will expand
or  if  the  Company  will  be  successful  in  this  effort.  Any  difficulties

                                       10
<PAGE>
encountered by the Company in this regard could slow down its expansion plans or
could  result  in  the  Company  placing  loans  which  degrade  its  historical
performance.

SALES AND MARKETING EXPENSES

Sales and marketing  expenses  primarily  consist of advertising  costs,  public
relations  expenses,  commissions  and  travel  expenses.  Sales  and  marketing
expenses  amounted to  approximately  40% and 4% of the Company's total revenues
for the three month periods ended September 30, 2001 and 2000, respectively. The
increase  for the third  quarter  2001 is  primarily  related to an  increase in
advertising costs approximating $1.1 million and an increase in public relations
expenses of $0.5  million  related to the Company  appointing  Joe Namath as its
spokesperson  in January 2001.  The increase in  advertising  is a result of the
Company's  aggressive efforts to enter new markets such as Florida,  Oregon, and
Arizona for both  mortgage  brokerage  activities,  and  creating  awareness  of
investment  opportunities  for  Fund I and II.  The  Company  believes  that its
advertising campaign in these new markets have provided the needed visibility to
establish  a  strong  foothold.   Accordingly,   the  Company  will  reduce  its
advertising efforts beginning in the fourth quarter of 2001.

Sales and  marketing  expenses,  for the nine months ended  September  30, 2001,
approximated $6.4 million as compared to $1 million for the same period in 2000.
The increase is primarily related to the aforementioned  increase in advertising
and public  relations  associated  with the  Company's  efforts to penetrate new
markets.

GENERAL AND ADMINISTRATIVE EXPENSES

General and  administrative  expenses  include  payroll  and  related  expenses,
consultation fees,  professional fees, and general corporate  expenses.  General
and  administrative  expenses of the Company  amounted to $2.5 million or 49% of
the total  revenues for the third  quarter of 2001, an increase of 18% from $2.1
million for the third quarter of 2000.  The increase is primarily a result of an
increase in wages of $0.2 million,  along with a general increase in general and
administrative expenses related to the Company's growth.

General and  administrative  expenses,  for the nine months ended  September 30,
2001,  approximated $6.9 million as compared to $4.7 million for the same period
in 2000. The increase is related to a number of factors including an increase in
wages approximating $1.0 million, legal and professional fees approximating $0.2
million,  and consultation fees  approximating $0.5 million as well as a general
increase in general and administrative expenses related to the Company's growth.

INCOME BEFORE INCOME TAXES

As a result of the foregoing factors,  results from continuing operations before
provision for income taxes equaled an income of  approximately  $0.4 million for
the three month period ended  September 30, 2001 as compared to $1.6 million for
the third quarter 2000.

Results from  continuing  operations  before  provision for income taxes equaled
losses of  approximately  $52 thousand for the nine month period ended September
30,  2001 as  compared  to  income of $4.7  million  for the nine  months  ended
September 30, 2000.

DISCONTINUED OPERATIONS

On March 31, 2000, the Company consummated a merger with L.L. Bradford & Company
(LLB) acquiring all of LLB's capital stock in exchange for 800,000 shares of the
Company's  common  stock.  LLB  operates as a certified  public  accounting  and
consulting  practice  in the State of Nevada.  The  Company  accounted  for this
business  combination  as a pooling of  interests.  As a result of the Company's
change in business focus in December  2000,  the Company  consummated a Purchase
Agreement on January 1, 2001 with the former  shareholders of LLB, whereby,  the
Company  repurchased the 800,000 shares of its common stock originally issued to
the former  shareholders  of LLB and  divested  itself of LLB.  The  Company has

                                       11
<PAGE>
accounted  for this  divestiture  as a spin-off in  accordance  with  Accounting
Principles Board Statement ("APB") No. 29. The repurchase was considered to be a
distribution of nonmonetary  assets to the former  shareholders of LLB,  whereby
the rescission of prior business combination was based on the historical cost of
the  nonmonetary  assets  distributed  and no gain or loss was  recognized.  The
repurchase  of the 800,000  shares is recorded as Treasury  Stock at book value.
The  Consolidated  Financial  Statements for the third quarter 2000 reflect L.L.
Bradford as a  discontinued  operation.  Accordingly,  the  revenues,  expenses,
assets and liabilities,  and cash flows of L.L. Bradford have been segregated in
the consolidated income statements, and cash flows for the third quarter of 2000
as well as for the nine months ended  September 30, 2000.  For the third quarter
of 2000,  discontinued operations generated income of approximately $43,000. For
the nine months ended  September  30, 2000,  discontinued  operations  generated
income of approximately $325,000.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity  is  a  measure  of  an  entity's   ability  to  meet  potential  cash
requirements,  including  ongoing  commitments to fund lending  activities.  The
Company has  historically met its capital  requirements  through cash flows from
operations and its ability to access individual  investors who acquire interests
in mortgage loans.

For the nine months ended  September 30, 2001,  the cash flows used by operating
activities of the Company  approximated $.8 million or 6% of the Company's total
revenue,  compared to cash  provided by operating  activities of $2.5 million or
23%  during  the nine  month  period  ended  September  30,  2000.  Cash used in
investing  activities  approximated  $3.5  million  during the nine months ended
September 30, 2001, compared to cash used by investing activities  approximating
$0.8 million  during the same period of the prior year.  The decrease in cash in
the third quarter of 2001 is primarily due to the increased  advertising efforts
approximating  $1.1  million  in  order  to  penetrate  new  markets  as well as
compensating  Joe Namath as a  spokesperson  which  resulted in a cash outlay of
$250,000.

The Company has  historically  relied upon cash flow from  operations to provide
for its capital  requirements.  During the nine months ended September 30, 2001,
the Company incurred an operating loss approximating $51 thousand and a negative
operating cash flow of approximately $0.8 million.  These results were largely a
result  of  a  significant  increase  in  marketing,   sales,  and  general  and
administrative expenses.  Management believes that the results of the first nine
month period is not indicative of the results for the remainder of the year. The
Company  believes that cash  generated from  operations,  together with cash and
cash  flows  from  investments  in  mortgage  loans  on real  estate  on hand at
September 30, 2001,  will be sufficient to provide for its capital  requirements
to sustain currently expected loan volumes for at least the next 12 months.

However,  the Company will require  additional  financing in order to expand its
business  operations.  During the three months  ended  September  30, 2001,  the
Company borrowed $5 million from an individual who is invested in Fund I and II,
and trust deeds placed by the Company.  The loan is unsecured,  interest rate of
12%, and matures in January  2002.  The Company has used the proceeds  from this
loan to provide  financing  on the  expansion  of its  business  operations  and
investments in mortgage loan portfolio.

The Company is also  exploring  additional  sources of financing  including  new
and/or  expanded credit  facilities.  There can be no assurance that the Company
will be able to obtain any additional financing.

FUNDING SOURCES

In order to maintain  and expand its  business,  the Company must have access to
funding  sources that are prepared to invest in mortgage loans which the Company
brokers.   Historically,  the  Company  has  relied  primarily  upon  individual
investors for this purpose. Beginning July 2001, the Company will mainly rely on
Fund I and Fund II for funding sources.  Of the  approximately  $48.3 million of
mortgage  loans placed by the Company in the three month period ended  September
30, 2001,  $16.7  million was funded by Fund I, $31.3 million was funded by Fund
II, and the remainder was funded by the Company.

                                       12
<PAGE>
The  Company  is  currently  acting as  manager  of Fund I and Fund II,  limited
liability  companies  organized to invest in mortgage loans. As of September 30,
2001, Fund I had raised $100,000,000  through a public offering of its units and
Fund II had raised  approximately $57.2 million through a public offering of its
units. Fund II is seeking to raise up to $500,000,000 from the sale of its units
to the public.  Fund I and Fund II will provide an additional  source of funding
for mortgage loans placed by the Company.

The  Company's  ability to attract  investors  to acquire  interests in mortgage
loans,  either  directly or through the limited  liability  companies  discussed
above, depends upon a number of factors,  some of which are beyond the Company's
control. The key factors in this regard include general economic conditions, the
condition of real estate markets,  the  availability  of alternative  investment
opportunities,  the  Company's  track record and the Company's  reputation.  The
Company  believes that its ability to attract  investors for mortgage  loans has
been enhanced by the high  historical  yields  generated by such mortgage loans.
These  yields  may prove  more  attractive  in the near  term if equity  markets
continue to decline.

Notwithstanding  the high  historical  yields  generated by its  mortgage  loans
compared to conventional  mortgage lenders,  the Company believes its ability to
attract  investors  may be  impaired  by the  Company's  small size and  limited
operating  history.  In addition,  the mortgage loan investments  offered by the
Company are not federally  insured as are certain bank deposits and the mortgage
loan  interests  are  generally  illiquid as compared to government or corporate
bonds.  Thus, the Company's  ability to place loans with high yields is critical
to offsetting some of the  disadvantages  of investments in mortgage loans.  The
Company's  ability to  attract  investors  would  suffer if the  performance  of
Company-brokered  mortgage loans declines or if alternative  investment vehicles
offering comparable rates and greater safety or liquidity become available.

In order to address  these  issues,  the Company has pursued a strategy  of: (i)
using great care in the  selection  of mortgage  loans in order to maintain  its
current track record,  and (ii)  developing  additional  funding sources such as
Fund I and Fund II. In this  manner,  the  Company is seeking  to  maintain  its
access to funding from current  investors while  broadening its funding sources,
thereby enabling it to expand the scope of its mortgage brokerage operations. No
assurance can be given that the Company will be  successful  in this effort.  If
its access to funding sources deteriorates for any reason, then the scope of the
Company's operations may decline proportionately.

Additionally,  the Company maintains a total of $6,000,000 in revolving lines of
credit with two  financial  institutions  specifically  for  interim  funding of
mortgage  loans  placed.  There were no balances  outstanding  on these lines of
credit as of September  30,  2001.  These lines of credit are payable in monthly
installments  of interest only at the prime lending rate plus an additional rate
ranging from 1.0% to 2.0% (prime  lending  rate of 6.00% at September  30, 2001)
and expires in June 2002.  These lines of credit are guaranteed by the Company's
majority stockholder and are secured by the deeds of trust on the property being
advanced  against.  The line of credit agreements limit payments of dividends on
the Company's stock and transfers  between related parties without prior written
consent from the financial  institution.  These lines of credit contain  certain
covenants, which the Company has complied with as of September 30, 2001.

FACTORS AFFECTING THE COMPANY'S OPERATING RESULTS

This quarterly  report and other written  reports and oral  statements made from
time to time by the Company may contain forward looking statements. Such forward
looking  statements  may be  identified  by the use of such words as  "expects,"
"plans," "estimates,"  "forecasts,"  "projects,"  "anticipates,"  "believes" and
words of similar meaning.  Forward looking statements are likely to address such
matters as the Company's  business strategy,  future operating  results,  future
sources of funding for mortgage loans brokered by the Company,  future  economic
conditions and pending litigation involving the Company. As a result,  investors
should carefully consider any forward looking statements in light of the various
factors which could affect future  results.  Some of these factors are discussed
below.

The Company's  business is subject to numerous  factors  affecting its operating
results.  In addition to the factors  discussed above,  the Company's  operating
results may be affected by:

                                       13
<PAGE>
LIMITED EXPERIENCE IN CERTAIN REAL ESTATE MARKETS.

Currently, the Company brokers mortgage loans primarily in areas in which Vestin
Mortgage has  substantial  experience  such as Arizona,  California  and Nevada.
Depending on the market and on the Company's performance, it plans to expand the
Company's operations throughout the United States.  However, Vestin Mortgage has
limited experience  outside of certain western states.  Real estate markets vary
greatly from location to location.  Vestin Mortgage's limited experience in most
U.S.  real  estate  markets may impact its  ability to make  prudent  investment
decisions  and may delay the loan  approval  process.  This  delay  could have a
material  impact on the Company's  competitive  advantage of providing fast loan
approvals. Accordingly, Vestin Mortgage plans to utilize independent real estate
advisors   located  in  markets  where  Vestin  Mortgage  lacks  experience  for
consultation  prior to making  investment  decisions.  No assurance can be given
such advisors will provide effective assistance to the Company.

DEPENDENCE ON KEY PERSONNEL.

The Company's  success depends upon the continued  contributions  of certain key
personnel,  including  Michael V. Shustek,  Stephen J. Byrne and Lance Bradford,
each of whom would be difficult to replace  because of his extensive  experience
in his field,  extensive  market  contacts and  familiarity  with the  Company's
activities.  If any of  these  key  employees  were  to  cease  employment,  the
Company's  operating  results could suffer.  The Company's  future  success also
depends in large part upon its  ability  to hire and  retain  additional  highly
skilled managerial,  operational and marketing personnel.  Should the Company be
unable to attract and retain skilled  personnel,  the Company's  performance may
suffer.

RISKS OF UNDERWRITING STANDARDS AND PROCEDURES.

     -    The Company's  underwriting  standards and procedures are more lenient
          than conventional  lenders in that the Company will invest in loans to
          borrowers  who will not be  required to meet the credit  standards  of
          conventional mortgage lenders.

     -    The Company  approves  mortgage loans more quickly than other mortgage
          lenders. Due to the nature of loan approvals, there may be a risk that
          the credit  inquiry the Company  performs  may not reveal all material
          facts pertaining to the borrower and the security.

The Company's results of operations will vary with changes in interest rates and
with the performance of the relevant real estate markets.

     -    If the economy is healthy,  the Company  expects that more people will
          be  borrowing  money to acquire,  develop or renovate  real  property.
          However,  if the economy grows too fast,  interest  rates may increase
          too much and the cost of  borrowing  may  become too  expensive.  This
          could result in a slowdown in real estate  lending  which may mean the
          Company will have fewer loans to acquire,  thus  reducing its revenues
          and the distributions to stockholders.

     -    One of the results of interest rate fluctuations is that borrowers may
          seek to extend  their  low-interest-rate  mortgage  loans after market
          interest rates have increased. Generally, the Company's loan documents
          permit the Company to raise the  interest  rate it charges on extended
          loans anywhere from between 3/4% to 3% from the  then-current  rate on
          the loan. This creates three risks for the Company:

          (i)  There can be no assurance  that this permitted rate increase will
               be  adequate if interest  rates have  increased  beyond the range
               contemplated by the Company's loan documents.

          (ii) If interest  rates rise,  borrowers  under loans with  monthly or
               quarterly  principal  payments  may be  compelled to extend their
               loans to decrease the  principal  paid with each payment  because
               the interest component has increased. If this happens, there is a
               higher risk that the borrower  may default on the extended  loan,
               and the  increase  in the  interest  rate on the  loan may not be
               adequate  compensation  for the increased risk.  Distributions on
               mortgage  loans  placed by the Company may decline if lenders are
               unable to reinvest at higher rates or if an increasing  number of
               borrowers default on their loans.

                                       14
<PAGE>
         (iii) If,  at a time of  relatively  low  interest  rates,  a  borrower
               prepays  obligations  that  have a higher  interest  rate from an
               earlier period, investors will likely not be able to reinvest the
               funds in mortgage loans earning that higher rate of interest.  In
               the absence of a  prepayment  fee,  the  investors  will  receive
               neither  the  anticipated  revenue  stream at the higher rate nor
               compensation  for  their  loss.  This  in  turn  could  harm  the
               Company's  reputation  and may  make it  more  difficult  for the
               Company to attract  investors  willing  to acquire  interests  in
               mortgage loans.

COMPETITION FOR FUNDS

The ability of the Company to access funds for mortgage  loans  depends upon the
perceived attractiveness of yields on loans placed by the Company, the safety of
the underlying investment, the Company's reputation, general economic conditions
and  real  estate  market  conditions.  The  Company's  principal  advantage  in
attracting  investors is the high historical  yields generated by loans brokered
by the  Company.  The  Company  is at a  disadvantage  compared  to  alternative
investment  vehicles to the extent that an  investment  in mortgage  loans lacks
liquidity  and is  not  guaranteed  or  insured  by a  governmental  agency.  In
addition,  the fact that the  Company is smaller  than many of the full  service
financial firms offering alternative  investment vehicles and has a more limited
operating history may be disadvantages in seeking to attract investors.

COMPETITION FOR BORROWERS

The Company  considers  its  competitors  for  borrowers to be the  providers of
non-conventional   mortgage  loans,  that  is,  lenders  who  offer  short-term,
equity-based loans on an expedited basis for slightly higher fees and rates than
those charged by  conventional  lenders.  To a lesser  extent,  the Company also
competes with conventional mortgage lenders and mortgage loan investors, such as
commercial  banks,  thrifts,  conduit  lenders,  insurance  companies,  mortgage
brokers,  pension funds and other financial institutions that offer conventional
mortgage loans.  Many of the companies  against which the Company  competes have
substantially greater financial, technical and other resources than the Company.
Competition  in the  Company's  market  niche  depends upon a number of factors,
including price and interest rates of the loan, speed of loan  processing,  cost
of capital, reliability, quality of service and support services.

                                       15
<PAGE>
                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no significant legal  proceedings  against the Company and the Company
is unaware of any significant proceedings contemplated against it.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the annual meeting of  Shareholders  held on September 4, 2001, the following
proposals were adopted by the margins indicated

1.   To elect a Board of Directors to hold office until the next annual  meeting
     of the  shareholders  and  until  their  successors  are duly  elected  and
     qualified.

                 Nominee              Votes For        Votes Against
                 -------              ---------        -------------

           Michael V. Shustek         4,855,901                   --
           Stephen J. Byrne           4,855,901                   --
           Robert J. Aalberts         4,845,901               10,000
           Lance Bradford             4,855,901                   --
           John E. Dawson             4,855,901                   --
           Steve DuCharme             4,845,901               10,000
           Robert Groesbeck           4,845,901               10,000
           Robert E. Forbuss          4,845,901               10,000
           James C. Walsh             4,845,901               10,000

To approve the appointment of Grant Thornton LLP as the Company's auditors.

           For                        4,855,901
           Against                           --

ITEM 5. OTHER INFORMATION

Not Applicable

                                       16
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

<TABLE>
<CAPTION>
                                                                                           Page Number/
         Exhibit Number                          Description                               Filing Method
         --------------                          -----------                               -------------
<S>                           <C>                                                          <C>
             2.1              Agreement  and Plan of  Reorganization  among  the
                              Company,  Capsource,  Inc.  and  Stephen J. Byrne,
                              dated as of April 9, 1999                                          *

             2.2              Asset  Acquisition  Agreement  between the Company
                              and Del Mar Holdings,  Inc.,  dated as of April 9,
                              1999                                                               *

             2.3              Asset  Acquisition  Agreement  between the Company
                              and Del Mar Mortgage,  Inc.,  dated as of April 9,
                              1999                                                               *

             2.4              Agreement  and Plan of  Reorganization  among  the
                              Company,   L.  L.   Bradford  &  Company  and  the
                              Shareholders  of L. L.  Bradford & Company,  dated
                              June 30, 2000                                                      **

             3.1              Certificate of Incorporation                                      ***

             3.2              By-laws                                                           ***

             10.1             Employment  Agreement  between  Del Mar  Mortgage,
                              Inc. and Steve Byrne, dated November 3, 1998                      ***

             10.2             Transition  Agreement  between  Del Mar  Mortgage,
                              Inc. and Capsource, Inc., dated April 27, 1999 and
                              First Amendment thereto                                          ****

             10.3             Employment  Agreement between Del Mar Mortgage and
                              Mike Whiteaker, dated May 3, 1999                                ****

             10.4             The 2000 Stock Option Plan of Sunderland Corporation             ****

             10.5             Employment   Agreement  between  the  Company  and
                              Michael V. Shustek, dated December 1, 1999                       ****

             10.6             Employment  Agreement  between the Company and Ira
                              S. Levine, dated September 1, 2000                              ******

             10.7             Employment Agreement between the Company and Lance
                              K. Bradford, dated April 1, 2000                               *******

             10.8             Third Amended and Restated Operating  Agreement of
                              DM Mortgage  Investors,  LLC, dated as of November
                              2, 2000                                                         *****

      * Previously filed on Form 8-K (File No. 000-24803) on May 4, 1999.
     ** Previously filed on Form 8-K (File No. 000-24803) on April 14, 2000.
    *** Previously filed on Form 10-SB/A (File No. 000-24803) on August 13, 1998.
   **** Previously filed on Form 10-KSB (File No. 000-24803) on June 30, 2000.
  ***** Previously filed on Form 424B5 (File No. 333-32800) on November 15, 2000.
 ****** Previously filed on Form 10-KSB (File No. 000-24803) on April 2, 2001.
******* Previously filed on Form 10-KSB/A (File No. 000-24803) on April 30, 2001.
</TABLE>

     (b) Reports on Form 8-K

          None.

                                       17
<PAGE>
                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned  there  unto duly
authorized.

                             VESTIN GROUP, INC.

                             By: /s/ Lance K. Bradford
                                 --------------------------------
                                 Lance K. Bradford, President and
                                 Chief Financial Officer
                                 (Authorized Officer and Principal
                                  Accounting Officer)

                                 Date: October 31, 2001

                                       18