<PAGE>   1

                    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
                                 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>   2

                               VESTIN GROUP, INC.

                                      INDEX


PART I     FINANCIAL INFORMATION

<TABLE>
<CAPTION>
Item 1.    Financial Statements                                         Page No.
                                                                        --------
<S>        <C>                                                          <C>
           Consolidated Balance Sheet                                       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                            5

PART II    OTHER INFORMATION

Item 1.    Legal Proceedings                                               12

Item 2.    Changes in Securities and Use of Proceeds                       12

Item 3.    Defaults Upon Senior Securities                                 12

Item 4.    Submission of Matters to a Vote of Security Holders             12

Item 5.    Other Information                                               12

Item 6.    Exhibits and Reports on Form 8-K                                12

SIGNATURES                                                                 13
</TABLE>

<PAGE>   3

PART I  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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


                                     ASSETS

<TABLE>
<CAPTION>
                                                                          March 31,
                                                                            2001
                                                                        ------------
<S>                                                                     <C>
Assets
  Cash                                                                  $    601,213
  Accounts receivable                                                      3,087,883
  Due from stockholder                                                       333,203
  Due from affiliate                                                          21,570
  Notes receivable                                                         1,063,464
  Investments in marketable securities, available for sale                    31,297
  Investments in mortgage loans on real estate                             5,853,651
  Other investments                                                        2,019,648
  Deferred tax asset                                                         455,005
  Property and equipment, net                                                240,374
  Other assets, net                                                           87,724
                                                                        ------------

    Total assets                                                        $ 13,795,032
                                                                        ============


                      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
  Notes 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                                                        6,332,361
  Accumulated other comprehensive loss                                      (160,033)
                                                                        ------------
    Total stockholders' equity                                             7,793,204
                                                                        ------------

Total liabilities and stockholders' equity                              $ 13,795,032
                                                                        ============
</TABLE>


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS



                                       1
<PAGE>   4

                               VESTIN GROUP, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                                         March 31,
                                                              -----------------------------
                                                                 2001              2000
                                                              -----------       -----------
<S>                                                           <C>               <C>
Revenues
 Loan placement and related fees                              $ 3,716,068       $ 2,558,454
 Interest income                                                  209,422           233,333
 Other income                                                      60,587            13,781
                                                              -----------       -----------
 Total revenues                                                 3,986,077         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                                      (719,328)        1,064,842

Provision for income taxes                                       (244,572)          362,046
                                                              -----------       -----------

Net income (loss) from continuing operations                     (474,756)          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)                                             $  (474,756)      $   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
                                                              ===========       ===========
</TABLE>


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS



                                       2
<PAGE>   5

                               VESTIN GROUP, INC.
                                AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                                     March 31,
                                                          -----------------------------
                                                             2001              2000
                                                          -----------       -----------
<S>                                                       <C>               <C>
Cash flows from operating activities:
 Net income (loss)                                        $  (474,756)      $   838,330
 Less net income from discontinued operations                      --           135,534
                                                          -----------       -----------
 Income (loss) from continuing operations                    (474,756)          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 deferred tax assets                           (244,572)               --
   Increase in other assets                                   (52,159)         (205,397)
   Increase in due from stockholder 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 CASH FLOW INFORMATION:

<TABLE>
<CAPTION>
                                                             2001              2000
                                                          -----------       -----------
<S>                                                       <C>               <C>
     Cash paid for federal income taxes                       500,000                --
     Cash paid for interest                                   130,723                --
</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.

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS



                                       3
<PAGE>   6

                               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 -- OTHER INVESTMENTS

In August 2000, the Securities Exchange Commissions (SEC), declared effective
the registration statement of DM Mortgage Investors, LLC ("DM" or "the Fund")
under which it will offer up to 10,000,000 units at $10 per unit. The Fund will
invest in mortgage loans secured by real property. Vestin Mortgage, Inc. a
subsidiary of the Company is the managing member of the Fund. As of March 31,
2001, Vestin's investment in the Fund approximated $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 the Fund which will be paid by the Fund. Vestin
Mortgage, Inc. has received management fees approximating $32,000 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 DM 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 3 -- DUE FROM STOCKHOLDER

As of March 31, 2001, due from stockholder of approximately $333,000 consists of
advances made to an officer and director of the Company. Amount due from
stockholder is non-interest bearing and due on demand.

NOTE 4 -- 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 800,000 warrants 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 5 -- 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 6 -- 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.

                                       4
<PAGE>   7

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 DM Mortgage Investors, LLC, a Nevada
limited liability company ("DM"), which was organized to invest in mortgage
loans. As of March 31, 2001, DM 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.



                                       5
<PAGE>   8

Management of DM

Vestin Mortgage is the Manager of DM. As manager, Vestin Mortgage evaluates
prospective investments, selects the mortgages in which DM will invest and makes
all investment decisions for DM. Additionally, Vestin Mortgage is responsible
for all administrative matters such as accounting, tax and legal requirements
for DM. Vestin Mortgage may receive an annual management fee from DM of up to
0.25% of the aggregate capital contributions to DM. Vestin Mortgage may, in its
sole discretion, waive its management fee. For the quarter ended March 31, 2001,
Vestin Mortgage received management fees of approximately $32,000 from DM. As of
the same date, Vestin Mortgage received approximately 84,000 units in DM for
cash and expenses paid by Vestin Mortgage to unaffiliated third parties in
connection with the offering of units in DM. Vestin Mortgage's ownership in DM
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 $3,986,077 for the
three month period ended March 31, 2001, an increase from $2,805,568 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.

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

<TABLE>
<CAPTION>
                                         % of                       % of
                                         Total                      Total
Type of Revenue            3/31/01       Loans       3/31/00        Loans
                         ----------      -----      ----------      -----
<S>                      <C>             <C>        <C>             <C>
Loan placement fees      $1,640,000        3.6      $1,267,000        4.4

Loan servicing fees      $1,423,000        3.2      $  944,000        3.2

Loan extension fees      $  653,000        1.5      $  347,000        1.2
-------------------------------------------------------------------------

Total                    $3,716,000                 $2,558,000
</TABLE>



                                       6
<PAGE>   9

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 of 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 during the three month periods ended March
31, 2001 and 2000 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 periods 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,
principally on behalf of DM. The increase is a result of the Company's intensive
efforts to attract new investors in states 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
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 engaging Joe Namath
as a spokesperson for the



                                       7
<PAGE>   10
Company resulting in $250,000 in additional public relations expenses 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 consulting on various business matters.
The Company also donated approximately $68,000 to charities in the first quarter
of 2001.

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 $0.5 million for the
three month period ended March 31, 2001 as compared to income of $1.1 million
for the first quarter of 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 the first fiscal quarter of 2001, compared to cash provided by
investing activities approximating $0.8 million or 27% of total revenues during
the first quarter of 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 engaging Joe Namath as a spokesperson
which resulted in a cash outlay of $250,000.

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
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



                                       8
<PAGE>   11

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 DM. The company anticipates that the
majority of its loans placed in the second quarter of 2001 will be funded by DM.
In addition, 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 of 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 DM, a limited liability company
organized to invest in mortgage loans. DM is seeking to raise up to $100,000,000
through a public offering of its units; as of March 31, 2001, DM 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
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.



                                       9
<PAGE>   12

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.

- 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 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



                                       10
<PAGE>   13

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.



                                       11
<PAGE>   14

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
</TABLE>



                                       12
<PAGE>   15

<TABLE>
<S>              <C>                                                  <C>
     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
</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.


                                   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: May 15, 2001



                                       13