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

                                  FORM 10-QSB/A

                                   (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, 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 May 4, 2001: [6,989,270] Shares of Common Stock
<PAGE>
                               VESTIN GROUP, INC.

                                      INDEX

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

Item 1.  Financial Statements
         Consolidated Balance Sheets                                        1
         Consolidated Statements of Operations                              2
         Consolidated Statements of Cash Flows                              3
         Notes to Consolidated Financial Statements                         4

Item 2.  Management's Discussions and Analysis                              6

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                 13

Item 2.  Changes in Securities and Use of Proceeds                         13

Item 3.  Defaults Upon Senior Securities                                   13

Item 4.  Submission of Matters to a Vote of Security Holders               13

Item 5.  Other Information                                                 13

Item 6.  Exhibits and Reports on Form 8-K                                  13

SIGNATURES                                                                 15
<PAGE>
                         PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                               VESTIN GROUP, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                                   (RESTATED)


                                                                     March 31,
                                                                       2001
                                                                   ------------
                                     ASSETS
Assets
  Cash                                                             $    601,213
  Accounts receivable                                                 3,087,883
  Due from related parties                                              605,737
  Distribution receivable from related party                             27,711
  Investments in marketable securities                                   31,297
  Investments in mortgage loans on real estate                        6,666,151
  Other investments                                                   2,019,648
  Deferred tax asset                                                    445,583
  Property and equipment, net                                           240,374
  Other assets, net                                                      87,724
                                                                   ------------

       Total assets                                                $ 13,813,321
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
  Accounts payable                                                 $    721,905
  Accrued expenses                                                      145,454
  Income taxes payable                                                1,680,012
  Due to related party                                                  154,457
  Note payable                                                        2,450,000
  Lines of credit                                                       850,000
                                                                   ------------
       Total liabilities                                              6,001,828

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 and outstanding                                  699
  Treasury stock, at cost, 892,016 shares                              (352,016)
  Additional paid-in capital                                          1,972,193
  Retained earnings                                                   6,350,650
  Accumulated other comprehensive loss                                 (160,033)
                                                                   ------------
       Total stockholders' equity                                     7,811,493
                                                                   ------------

       Total liabilities and stockholders' equity                  $ 13,813,321
                                                                   ============

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

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

                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                       2001              2000
                                                    -----------      -----------
                                                    (Restated)
Revenues
  Loan placement and related fees                   $ 3,716,068      $ 2,676,039
  Interest income                                       209,422          115,748
  Other income                                           88,298           13,781
                                                    -----------      -----------
       Total revenues                                 4,013,788        2,805,568

Operating expenses
  Sales and marketing                                 1,817,588          650,608
  General and administrative                          2,757,094        1,064,061
  Interest expenses                                     130,723           26,057
                                                    -----------      -----------
       Total operating expenses                       4,705,405        1,740,726

Income (loss) from continuing operations
  before provision for income taxes                    (691,617)       1,064,842

Provision for income taxes                             (235,150)         362,046
                                                    -----------      -----------

Net income (loss) from continuing operations           (456,467)         702,796
                                                    -----------      -----------
Discontinued Operations
Income from discontinued operations - Financial
 Service Division, net of income taxes of $-0-
 and $69,821                                                 --          135,534
                                                    -----------      -----------

Net income (loss)                                   $  (456,467)     $   838,330
                                                    ===========      ===========
Earnings (loss) per common share - basic and
 diluted:
 Income from continuing operations                  $      (.07)     $       .10
                                                    ===========      ===========
 Income from discontinued operations                $        --      $       .02
                                                    ===========      ===========

Net income                                          $      (.07)     $       .12
                                                    ===========      ===========
Weighted average number of common shares used in
 per share calculation - basic                        6,943,103        6,989,270
                                                    ===========      ===========
Weighted average number of common shares used in
 per share calculation - diluted                      8,971,570        6,989,270
                                                    ===========      ===========

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       2
<PAGE>
                               VESTIN GROUP, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                    Three Months Ended March 31,
                                                                    ----------------------------
                                                                        2001             2000
                                                                    -----------      -----------
                                                                     (Restated)
<S>                                                                 <C>              <C>
Cash flows from operating activities:
  Net income (loss)                                                 $  (456,467)     $   838,330
  Less net income from discontinued operations                               --          135,534
                                                                    -----------      -----------
  Income (loss) from continuing operations                             (456,467)         702,796
  Adjustments to reconcile net income (loss) to net cash used
   by operating activities:
    Depreciation and amortization                                        11,820            2,558
    Expenses related to warrants granted                                232,074               --
    Changes in operating assets and liabilities:
    Increase in accounts receivable                                    (648,852)        (265,058)
    Increase in distribution receivable                                 (27,711)              --
    Increase in deferred tax assets                                    (235,150)              --
    Increase in other assets                                            (52,159)        (205,397)
    Increase in due from shareholder and affiliate                       (7,378)        (168,844)
    Increase (decrease) in accounts payable and accrued expenses        105,798         (255,297)
    Decrease in due to related party                                    (49,542)        (189,966)
    Increase (decrease) in income taxes payable                        (500,000)         162,046
                                                                    -----------      -----------
          Net cash used by operating activities                      (1,627,567)        (217,162)
                                                                    -----------      -----------
Cash flows from investing activities:
  Cash outlay for property and equipment                                (67,511)         (10,728)
  Payments received on notes receivable                                 236,500           30,903
  Cash outlay for other investments                                    (477,411)         118,815
  Purchase of mortgage loans on real estate                          (4,168,887)      (9,111,972)
  Sale of mortgage loans on real estate                               3,803,974        9,829,664
  Purchase of investments in marketable securities                      (16,030)         (92,907)
  Increase in real estate held for sale                                      --          (13,707)
                                                                    -----------      -----------
          Net cash provided (used) by investing activities             (689,365)         750,068
                                                                    -----------      -----------
Cash flows from financing activities:
  Distribution to the stockholders                                           --          (60,034)
  Purchase of Treasury Stock                                           (340,710)              --
  Net advances (payments) on notes payable and lines of credit        2,210,000         (960,161)
                                                                    -----------      -----------
          Net cash provided (used) by financing activities            1,869,290       (1,020,195)
                                                                    -----------      -----------

Net cash used in continuing operations                                 (447,642)        (487,289)
Net cash provided by discontinued operations                                 --           60,834
Cash-beginning balance                                                1,048,855        1,093,045
                                                                    -----------      -----------
Cash-ending balance                                                 $   601,213      $   666,590
                                                                    ===========      ===========
</TABLE>

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING 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.

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       3
<PAGE>
                               VESTIN GROUP, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001
                                   (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 - RESTATEMENT

The Company  determined that an entry was not made during the three months ended
March 31, 2001 to record income earned on the  Company's  investments  in Vestin
Fund I, LLC ("Fund I"). As of March 31, 2001, the Managing Member had a weighted
average  membership  units  in  the  Company  of  approximately   83,000  units.
Therefore,  the Company has  restated  the  financial  statements  for the three
months ended March 31, 2001 to reflect approximately $27,700 of additional other
income related to income earned from Fund I and  approximately  $9,400 reduction
in  income  tax  benefit.  For the  three  months  ended  March  31,  2001,  the
restatement net effect of the Company's earnings per share for basic and diluted
resulted in no changes.

NOTE 3 - OTHER INVESTMENTS

In August 2000, the Securities  Exchange  Commissions (SEC),  declared effective
the registration  statement of Fund I under which it will offer up to 10,000,000
units at $10 per unit.  Fund I will  invest in  mortgage  loans  secured by real
property.  Vestin  Mortgage,  Inc. a  subsidiary  of the Company is the Managing
Member of Fund I. As of March 31, 2001,  Vestin's  investment  in Fund I totaled
$1,163,000 which is included as other investments  totaling  $2,019,648.  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 which will be
paid by Fund I. Vestin Mortgage,  Inc. has management fees approximating  $7,200
for the three months ended March 31, 2001.

In addition,  as of March 31, 2001, other  investments  consisted of $277,939 in
another  fund  which is in  organization  and  which  intends  to have  business
objectives similar to Vestin and which will be managed by the Company;  $328,500
in  prepaidadvisors.com  (a  company  in which  the  Company's  president  is an
officer);  and $150,000 in creditmart.com  (the president of creditmart.com is a
shareholder and former director of the Company).

NOTE 4 - DUE FROM RELATED PARTIES

Due from related parties as of March 31, 2001 is comprised of the following:

     Advances   made   to  an   officer/director/shareholder   of  the   Company
     approximating a total of $333,000 bearing no interest and due on demand.

                                       4
<PAGE>
                               VESTIN GROUP, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001
                                   (UNAUDITED)

     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 two entities  controlled by shareholders and/or officers of the
     Company  approximating  a total of $22,000  bearing no interest  and due on
     demand.

During the three  months  ended March 31,  2001,  the Company  paid  $37,500 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.

NOTE 5 - CONSULTING AGREEEMENT

In January 2001, the Company consummated a Consulting Agreement with Joe Namath,
a National  Football  League Hall of Fame inductee,  to act as a spokesperson on
behalf of the Company  for five  years.  In  consideration,  Mr.  Namath will be
compensated in the amount of $1,000,000  cash annually and received  warrants to
purchase  800,000  shares of the Company's  common stock at an exercise price of
$0.01 and warrants to purchase  400,000 shares of the Company's  common stock at
an  exercise  price of $4.60.  The  800,000warrants  vest  immediately,  and the
400,000  warrants vest within one year. The outstanding  warrants granted have a
term of ten years  from the date of grant.  The fair value of the  warrants  was
estimated as of the  measurement  date using the  Black-Scholes  option  pricing
model  with  the  following  assumptions:   Dividend  yield  of  0.0%,  expected
volatility of 54.51%,  risk-free  interest rate of 5.77% and an expected holding
period of 5 years. Based on these assumptions, total compensation expense of the
warrants granted was  approximately  $4,650,000 and will be recognized over five
years, the length of the consulting agreement.

For the three  months ended March 31,  2001,  the Company has expensed  $483,000
related to the Consulting Agreement,  including $233,000 related to the warrants
granted.

NOTE 6 -- NOTES PAYABLE

As of March 31, 2001,  notes  payable  consist of a short-term  promissory  note
totaling $1,500,000 due April 2, 2001, interest at 14% annually;  and promissory
notes totaling $950,000 to various private investors, due on demand, interest of
12.75% annually. On April 2, 2001, the $1,500,000 note was repaid in full.

NOTE 7 -- DIVESTITURES OF L.L. BRADFORD & COMPANY

On March 31, 2000, the Company consummated a merger with L.L. Bradford & Company
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
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.

                                       5
<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, a Nevada  limited
liability  company ("Fund I"), which was organized to invest in mortgage  loans.
As of March 31, 2001, Fund I had raised  approximately $62 million from the sale
of units registered under a registration  statement on Form S-11. The Company is
also organizing a second limited  liability company to invest in mortgage loans.
The second  company  has filed a  registration  statement  on Form S-11 with the
Securities  Exchange  Commission with respect to the proposed  issuance of up to
$500,000,000  of its units.  The  registration  statement  has not been declared
effective by the Securities  Exchange  Commission and the second company has not
commenced operations.

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.

                                       6
<PAGE>
MANAGEMENT OF FUND I

Vestin Mortgage is the Manager of Fund I. As manager,  Vestin Mortgage evaluates
prospective  investments,  selects the mortgages in which Fund I will invest and
makes all  investment  decisions for Fund I.  Additionally,  Vestin  Mortgage is
responsible  for all  administrative  matters such as accounting,  tax and legal
requirements for Fund I. Vestin Mortgage  receives an annual management fee from
Fund I of up to  0.25% of the  aggregate  capital  contributions  to Fund I. The
Company may, in its sole  discretion,  waive its management fee. For the quarter
ended March 31, 2001,  the Company  received  management  fees of  approximately
$7,200  from Fund I. As of the same date,  the  Company  received  approximately
84,000 units in Fund I for cash and expenses paid by the Company to unaffiliated
third parties in connection  with the offering of units in Fund I. The Company's
ownership in Fund I represents  approximately  1.3% of the outstanding amount of
units as of March 31, 2001.

FINANCIAL REVIEW

The following financial review and analysis concerns the financial condition and
results of operations  of the Company for the quarters  ended March 31, 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 QUARTERS ENDED MARCH 31, 2001 AND MARCH 31, 2000

The historical  operations of the Company for the quarters ended March 31, 2001,
and March 31, 2000 are analyzed as follows:

REVENUE

The Company reported total revenues of approximately  $4.0 million for the three
month period ended March 31, 2001,  an increase  from $2.8 million for the three
month period ended March 31, 2000. The Company derived approximately 93% and 95%
of its revenue in the quarters ended March 31, 2001 and 2000,  respectively from
its mortgage  brokerage  operations.  Approximately  5% and 4% of the  Company's
total revenue was generated by  investments  in mortgage  loans for the quarters
ended March 31, 2001 and 2000, respectively.

The Company  placed  approximately  $45.0 million and $29.1 million loans in the
three month periods ended March 31, 2001,  and 2000,  respectively.  The Company
uses funds from individual investors, Fund I 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.

The revenues generated by the Company's  mortgage  brokerage  operations for the
three month periods ended March 31, 2001 and 2000 are as follows:

      Type of Revenue              3/31/01          3/31/00
      ---------------              -------          -------
      Loan placement fees        $1,640,000       $1,267,000

      Loan servicing fees        $1,423,000       $1,062,000

      Loan extension fees        $  653,000       $  347,000
                                 ----------       ----------
      Total                      $3,716,000       $2,676,000
                                 ==========       ==========

                                       7
<PAGE>
Loan  placement fees are directly  related to the size of a particular  loan and
the  creditworthiness  of the  borrower.  Although  the  overall  amount  loaned
increased  approximately  55% in first quarter of 2001, as compared to the first
quarter in 2000,  average loan  placement fees increased only 29% as the quality
of borrowers has improved. Average loan placement fees approximated 3.6% for the
first quarter 2001 as compared to 4.4% for the same period in 2000. In addition,
the Company made fewer loans with a higher average loan amount.  Generally,  the
Company charges lower placement fees for higher quality, less complicated loans.
The  Company  believes  this trend may  continue as it does more  business  with
better qualified borrowers.

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.

DIRECT INVESTMENT

Approximately  5% and 4% of revenues in the three month  periods ended March 31,
2001 and 2000, respectively,  were derived from investment in mortgage loans. As
of March 31,  2001,  the  Company had  approximately  $5.9  million  invested in
mortgage  loans.  The Company earns  additional  income from interest  earned on
monies in its bank deposits.

GEOGRAPHICAL EXPANSION

Although the Company has historically  focused its operations in certain Western
states, the Company anticipates expanding 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
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  and
commissions.  Sales and marketing expenses amounted to approximately 46% and 23%
of the Company's  total revenues for the three month period ended March 31, 2001
and 2000,  respectively.  The  increase is  primarily  related to an increase in
advertising  costs  approximating  $1.5 million for the first quarter of 2001 as
compared to the first quarter of 2000. The increase is a result of the Company's
aggressive  efforts  to  enter  new  markets  such  as  Florida,  Ohio,  Oregon,
Pennsylvania,  Texas,  and Arizona.  The Company  anticipates that its sales and
marketing expenses will be substantially lower in future quarters as the initial
costs of  establishing  a presence  in certain  markets  will not be a recurring
expense.

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 69% of the total revenues

                                       8
<PAGE>
for the first  quarter of 2001,  an increase  from 38% for the first  quarter of
2000.  The  increase is a result of several  factors  including  bringing on Joe
Namath as a  spokesperson  for the Company  resulting in $250,000 in  additional
public  relations  expense as well as a $233,000  expense related to issuance of
warrants  to Joe  Namath.  The  Company  has also  entered  into  several  other
contracts including a consulting  agreement for approximately  $37,000 per month
for  general  consulting.  The Company  also  donated  approximately  $68,000 to
charities

INCOME BEFORE INCOME TAXES

As a result of the foregoing factors,  results from continuing operations before
provision for income taxes equaled a loss of approximately  $0.7 million for the
three month  period  ended March 31, 2001 as compared to income of $1.1  million
for the first quarter 2000.

DISCONTINUED OPERATIONS

On March 31, 2000, the Company consummated a merger with L.L. Bradford & Company
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
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 first 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 first  quarter of
2000. For the first quarter of 2000, discontinued operations generated income of
approximately $136,000.

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.

At March 31, 2001,  the cash flows used by operating  activities  of the Company
approximated  $1.6 million or 41% of the Company's  total  revenue,  compared to
$0.2 million or 8% during the three month period ended March 31, 2000. Cash used
in  investing  activities  approximated  $0.7  million  or 17% of the  Company's
revenues  during  first  fiscal  quarter  2001,  compared  to cash  provided  by
investing  activities  approximating  $0.8  million or 27% of total  revenues in
first  quarter  2000.  The  decrease  in cash in the  first  quarter  of 2001 is
primarily due to the increased advertising efforts approximating $1.5 million in
order  to  penetrate  new  markets  as  well  as  bringing  on Joe  Namath  as a
spokesperson which resulted in more that $0.2 million in expenses.

The  Company  has  historically  relied  upon the cash flow from  operations  to
provide for its capital  requirements.  During the first quarter of fiscal 2001,
the Company incurred an operating loss of approximately  $475,000 and a negative
cash flow from continuing  operations of approximately  $477,000.  These results
were  largely a result of a  significant  increase in (i)  marketing,  sales and
general and administrative expenses incurred in connection with one time efforts
to enter certain  geographical markets and (ii) the seasonality of the Company's
funding  operations  which  tend to be slower in the first  quarter of the year.
Accordingly,  management  does not believe that results for the first quarter of
2001 are indicative of results for the balance of the year. The Company believes
that cash  generated  from  operations,  together  with cash and cash flows from

                                       9
<PAGE>
investments in mortgage loans on real estate on hand at March 31, 2001,  will be
sufficient to provide for its capital requirements to sustain currently expected
loan  volumes for at least the next 12 months.  However,  no  assurances  can be
given in this regard as continuing  liquidity will depend upon an improvement in
the Company's operating results.

However,  the Company will require  additional  financing in order to expand its
business operations. The Company maintains a $3,000,000 revolving line of credit
with a financial  institution.  There was a balance of $850,000  outstanding  on
this  line of  credit as of March 31,  2001.  The line of credit is  payable  in
monthly installments of interest only at the prime lending rate plus 1.0% (9% at
March 31, 2001) and expires on June 12, 2001.  The line of credit is  guaranteed
by the Company's  majority  stockholder  and is secured by the deeds of trust on
the  property  being  advanced  against.  The line of  credit  agreement  limits
payments of dividends  on the  Company's  stock and  transfers  between  related
parties without prior written consent from the financial  institution.  The line
of credit  contains  certain  covenants,  which the Company has complied with or
received waivers for as of March 31, 2001.

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. Of the approximately $45.0 million of mortgage loans
placed by the  Company in the three  month  period  ended  March 31,  2001,  the
majority  was  funded  by  individual  investors.   The  Company  has  generally
experienced  a high rate of investors  choosing to reinvest  through the Company
after their mortgage loans mature. For the first quarter 2001, approximately 90%
of the individuals  who invested  through the Company have chosen to reinvest in
the  loans  brokered  by the  Company.  This has  provided  the  Company  with a
reasonably reliable source of funding for mortgage loans.  However, no assurance
can be given  that the  Company  will  enjoy the same  reinvestment  rate in the
future.

The  Company  is  currently  acting as  manager  of Fund I, a limited  liability
company  organized to invest in mortgage loans. Fund I is seeking to raise up to
$100,000,000  through a public offering of its units; as of March 31, 2001, Fund
I had raised  approximately  $61.1 million The Company is also in the process of
organizing a second limited  liability company to invest in mortgage loans. That
company has filed a  registration  statement with the SEC seeking to register an
offering of up to $500,000,000.  The registration statement is not yet effective
and the company has not commenced  any  operations.  If these limited  liability
companies  are  successful  in raising  funds,  they 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, 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 generate 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 the

                                       10
<PAGE>
Company-managed limited liability companies discussed above. 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.

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

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:

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.

                                       11
<PAGE>
- 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.

(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.

CASH FLOW CONSTRAINTS

During the first fiscal quarter of 2001, the Company experienced a negative cash
flow of approximately $447,000 from continuing operations.  The Company believes
this resulted from a combination of (i) increased  marketing,  sales and general
and  administrative  expenses  incurred largely in connection with the Company's
efforts to enter new  geographical  markets,  as well as (ii) the seasonality of
the  Company's  funding  operations,  which  tend to be slower  during the first
quarter of the year. The Company  anticipates an improvement of its  performance
during the balance of the year.  However, if operating results and cash flows do
not improve,  the  Company's  liquidity  may be impaired.  In such event,  which
management  does not  anticipate,  the  Company  would  be  required  to  obtain
additional sources of liquidity and/or reduce the scope of its operations.

                                       12
<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

Not Applicable

ITEM 5. OTHER INFORMATION

Not Applicable

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
                   March 31, 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

                                       13
<PAGE>
     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 Vestin Fund I, LLC,          *****
                   dated as of November 2, 2000
</TABLE>

----------
*         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  March 31,
          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.

(b)  Reports on Form 8-K

          None.

                                       14
<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, Chief Financial Officer
                           (Authorized Officer and Principal Accounting Officer)

                           Date: December 11, 2001

                                       15