<PAGE>

                          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
                                     March 31, 1999
                           -------------------------------

   OR

[ ]                  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

                                SUNDERLAND CORPORATION
                (Exact name of registrant 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, Las Vegas, Nevada 89102
                 ----------------------------------------------------
                 (Address of principal executive offices  (zip code))

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


Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the last 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 the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.


             Class                                Outstanding at March 31, 1999
--------------------------------                  ------------------------------

Common Stock, par value $0.0001                             5,000,000

<PAGE>


ITEM 1.  FINANCIAL STATEMENTS

             SUNDERLAND ACQUISITION CORPORATION
               (A DEVELOPMENT STAGE COMPANY)
                        Balance Sheet
                       March 31, 1999
                        (Unaudited)


<TABLE>
<S>                                                       <C>
Cash                                                      $  380
                                                          ------
TOTAL ASSETS                                              $  380
                                                          ------
                                                          ------

                 LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES                                               $
                                                          ------
STOCKHOLDERS' EQUITY

   Preferred Stock, $.0001 par value, 20 million shares
     authorized, zero issued and outstanding Common 
     Stock, $.0001 par value, 100 million shares
     authorized 5,000,000 issued and outstanding             500
   Capital in excess of par                                   75
   Accumulated deficit during developmental stage           (195)
                                                          ------
      Total Stockholders' Equity                             380
                                                          ------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $  380
                                                          ------
                                                          ------
</TABLE>

NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          A.  ORGANIZATION AND BUSINESS OPERATIONS

          Sunderland Acquisition Corporation (a development stage company)
          (the "Company") was incorporated in Delaware on June 2, 1998 to
          serve as a vehicle to effect a merger, exchange of capital stock,
          asset acquisition or other business combination with a domestic
          or foreign private business. As of March 31, 1999 the Company had
          not yet commenced any formal business operations, and all activity
          to date relates to the Company's formation and proposed fund raising.
          The Company's fiscal year end is December 31.

          The Company's ability to commence operations is contingent upon its
          ability to indentify a prospective target business and raise the
          capital it will require through the issuance of equity securities,
          debt securities, bank borrowings or a combination thereof.

          The unaudited financial statements and notes are presented as
          permitted by Form 10-QSB. Accordingly, certain information and
          footnote disclosures normally included to financial statements
          prepared in accordance with generally accepted accounting
          principles may be have been omitted.

          B. USE OF ESTIMATES

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

NOTE 2 -  STOCKHOLDERS' EQUITY

          A.  PREFERRED STOCK

          The Company is authorized to issue 20,000,000 shares of preferred
          stock at $.0001 par value, with such designations, voting and other
          rights and preferences as may be determined from time to time by the
          Board of Directors.

          B.  COMMON STOCK

          The Company is authorized to issue 100,000,000 shares of common stock
          at $.0001 par value. The Company issued 4,250,000 and 750,000 shares
          to Pierce Mill Associates, Inc. and Cassidy & Associates,
          respectively.

NOTE 3 -  RELATED PARTIES

          Legal counsel to the Company is a firm owned by a director of the
          Company who also owns 100% of the outstanding stock of Pierce Mill
          Associates, Inc. The same party is also the controlling owner of
          Cassidy & Associates.

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

          The Company has registered its common stock on a Form 10-SB
registration statement filed pursuant to the Securities Exchange Act of 1934
(the "Exchange Act") and Rule 12(g) thereof.  The Company files with the
Securities and Exchange Commission periodic and episodic reports under Rule
13(a) of the Exchange Act, including quarterly reports on Form 10-QSB and annual
reports Form 10-KSB.  As a reporting company under the Exchange Act, the Company
may register additional securities on Form S-8 (provided that it is then in
compliance with the reporting requirements of the Exchange Act) Form S-1, S-4 or
on Form S-3 (provided that is has during the prior 12 month period timely filed
all reports required under the Exchange Act), and its class of common stock
registered under the Exchange Act may be traded in the United States securities
markets provided that the Company is then in compliance with applicable laws,
rules and regulations, including compliance with its reporting requirements
under the Exchange Act.

          The Company was formed to engage in a merger with or acquisition of an
unidentified foreign or domestic private company which desires to become a
reporting ("public") company whose securities are qualified for trading in the
United States secondary market.  The Company meets the definition of a "blank
check" company contained in Section (7)(b)(3) of the Securities Act of 1933, as
amended.

          Management believes that there are perceived benefits to being a
reporting company with a class of publicly-traded securities which may be
attractive to foreign and domestic private companies.

          These benefits are commonly thought to include (1) the ability to use
registered securities to make acquisition of assets or businesses; (2) increased
visibility in the financial community; (3) the facilitation of borrowing from
financial institutions;  (4) improved trading efficiency; (5) shareholder
liquidity; (6) greater ease in subsequently raising capital; (7) compensation of
key employees through options for stock for which there is a public market; (8)
enhanced corporate image; and, (9) a presence in the United States capital
market.

          A private company which may be interested in a business combination
with the Company may include (1) a company for which a primary purpose of
becoming public is the use of its securities for the acquisition of assets or
businesses; (2) a company which is unable to find an underwriter of its
securities or is unable to find an underwriter of securities on terms acceptable
to it; (3) a company which wishes to become public with less dilution of its
common stock than would occur normally upon an underwriting; (4) a company which
believes that it will be able obtain investment capital on more favorable terms
after it has become public; (5) a foreign company which may wish an initial
entry into the United States securities market; (6) a special situation company,
such as a company seeking a public market to satisfy redemption requirements
under a qualified Employee Stock Option Plan; and, (7) a company seeking one or
more of the other benefits believed to attach to a public company.

          Management is actively engaged in seeking a qualified private company
as a candidate for a business combination.  The Company is authorized to enter
into a definitive agreement with a wide variety of private businesses without
limitation as to their industry or revenues.  It is not possible at this time to
predict with which private company, if any, the Company will enter into a
definitive agreement or what will be the industry, operating history, revenues,
future prospects or other characteristics of that company.

          As of the period ended March 31, 1999, management has not made any
final decision concerning or entered into any agreements for a business
combination.  When any such agreement is reached or other material fact occurs,
the Company will file notice of such agreement or fact with the Securities and
Exchange Commission on Form 8-K.  Persons reading this Form 10-QSB are advised
to see if the Company has subsequently filed a Form 8-K.  (See, "Recent
Developments," below.)

          The current shareholders of the Company have agreed not to sell or
otherwise transfer any of their common stock of the Company except in connection
with a business combination.


                                          2
<PAGE>

          The Company does not intend to trade its securities in the secondary
market until completion of a business combination.  It is anticipated that
immediately following such occurrence the Company will cause its common stock to
be listed or admitted to quotation on the NASD OTC Bulletin Board or, if it then
meets the financial and other requirements thereof, on the Nasdaq SmallCap
Market, National Market System or regional or national exchange.

SUBSEQUENT EVENTS

          On May 4, 1999 the Company filed a current report on Form 8-K (the 
"FORM 8-K"), dated April 27, 1999, reflecting a change in control in the 
Company that occurred as a result of concurrent transactions in which 
Sunderland acquired all of the outstanding capital stock of Capsource, Inc., 
a Nevada corporation  ("CAPSOURCE") (which is a licensed Nevada mortgage 
company),and consummated the related acquisitions of certain assets of Del 
Mar Mortgage, Inc.,a Nevada corporation, ("DEL MAR MORTGAGE")and Del Mar 
Holdings, Inc., a Nevada corporation ("DEL MAR HOLDINGS"), in exchange for an 
aggregate of 2,946,762 newly issued shares of common stock of Sunderland 
(collectively, the "TRANSACTIONS").  In connection with the Transactions, 
4,250,000 shares of the 5,000,000 shares of common stock of Sunderland held 
by Sunderland's previous 100% owners,  Mr. James M. Cassidy, his wholly owned 
affiliate, Pierce Mill Associates, and Cassidy & Associates, a law firm in 
which Mr. Cassidy is a principal, have been retired.  As of the effective 
date of the Transactions, the officer and director of Sunderland Acquisition 
Corporation resigned and certain other persons became the officers and 
directors of the Company, as described the Form 8-K.  Subsequent to the 
Transactions, the Company changed its name (the "Name Change") to "Sunderland 
Corporation", and effected a 5 for 3 stock split (the "STOCK SPLIT") of its 
issued and outstanding common stock. The Form 8-K is attached as an exhibit 
to this Form 10-QSB, and is incorporated by reference herein.

          The Company intends to continue the loan origination segment of the
various business operations formerly conducted by Del Mar Mortgage.  The company
plans to operate its loan origination business through its wholly owned
operating subsidiary, Capsource.  Certain assets of Del Mar Mortgage, as well as
the business operations resulting from such assets, will remain as assets and
business operations of Del Mar Mortgage, including: (i) all direct loans and
lending activities by Del Mar Mortgage; (ii)all capital or other assets which
secured any debt obligations of Del Mar Mortgage; and (iii) any and all rights
and obligations to make any collections upon, or take any actions with respect
to any loans of Del Mar Mortgage and/or of third-parties.  Following the
Transactions the Company will own all the rights to the name "Del Mar Mortgage."


                             PART II -- OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

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

ITEM 2.   CHANGES IN SECURITIES

          As more fully discussed in the Form 8-K, Sunderland concurrently 
consummated the following related Transactions:  (i) the acquisition of all 
of the outstanding capital stock of Capsource for 12,000 shares of common stock
of Sunderland; (ii) the acquisition of certain assets of Del Mar Mortgage for 
60,000 shares of common stock of Sunderland to be distributed to its sole 
shareholder, Michael V. Shustek; and (iii) the acquisition of certain assets 
of Del Mar Holdings for 2,874,762 shares of common stock of Sunderland to be 
distributed to its respective shareholders. In connection with the 
Transactions, 4,250,000 shares of the 5,000,000 shares of common stock of 
Sunderland held by Sunderland's previous 100% owners,  Mr. James M. Cassidy, 
his wholly owned affiliate, Pierce Mill Associates, and Cassidy & Associates, 
a law firm in which Mr. Cassidy is a principal, have been retired.  As of the 
effective date of the Transactions, the officer and director of Sunderland 
resigned and certain other persons became the officers and directors of the 
Company, as described the Form 8-K.  Subsequent to the Transactions, 
effective as of the date of consummation of the Transactions, the Company 
changed its name to "Sunderland Corporation", and effected a 5 for 3 stock 
split of its issued and outstanding common stock. The Transactions are more 
fully set forth in the agreements that were attached and filed as exhibits to 
the Form 8-K (collectively, the "TRANSACTION DOCUMENTS").

                                          3
<PAGE>

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          Not applicable.

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

          The Board of Directors of the Company submitted the Transactions, 
the Name Change and the Stock Split  to a vote of its shareholders.  The 
shareholders have approved the Transactions, the Name Change and the Stock 
Split.  The Transaction Documents have been previously filed by the Company 
as Exhibits to the Form 8-K, and the amendment to the Company's Articles of 
Incorporation to reflect the Name Change and the Stock Split is attached as 
an exhibit to this Form 10-QSB.

ITEM 5.   OTHER INFORMATION

          Not applicable.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits

          3.1  ---Certificate of Amendment of Certificate of Incorporation.

          4.1  ---Current Report on Form 8-K filed by the Company on May 5,
                  1999, and incorporated herein by reference.



          (b)  Reports on Form 8-K

There were no reports of Form 8-K filed by the Company during the quarter ended
March 31, 1999.


                                          4
<PAGE>
                                      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.

                              SUNDERLAND CORPORATION


                              By:   /s/ Stephen J. Byrne
                                   ------------------------------
                                   STEPHEN J. BYRNE, President

Dated: May 12, 1999


                                          5