<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                                   (MARK ONE)

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

                         FOR THE QUARTERLY PERIOD ENDED
                               SEPTEMBER 30, 2000

              [ ] 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. AND SUBSIDIARIES
               (FORMERLY SUNDERLAND CORPORATION AND SUBSIDIARIES)
-------------------------------------------------------------------------------
        (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, 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 October 31, 2000:

Common      7,240,681


<PAGE>


                               VESTIN GROUP, INC.
                                AND SUBSIDIARIES
               (FORMERLY SUNDERLAND CORPORATION AND SUBSIDIARIES)

                                      INDEX



PART I        FINANCIAL INFORMATION
<TABLE>
<CAPTION>
                                                                                                         PAGE NO.
                                                                                                         --------
<S>           <C>                                                                                         <C>
Item 1.       Financial Statements
              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                                                         6

PART II       OTHER INFORMATION

Item 1.       Legal Proceedings                                                                            10

Item 2.       Changes in Securities and Use of Proceeds                                                    10

Item 3.       Defaults Upon Senior Securities                                                              10

Item 4.       Submission of Matters to a Vote of Security Holders                                          10

Item 5.       Other Information                                                                            10

Item 6.       Exhibits and Reports on Form 8-K                                                             10

SIGNATURES                                                                                                 10
</TABLE>


<PAGE>


PART I  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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


                                     ASSETS
<TABLE>
<CAPTION>

                                                                                       September 30,
                                                                                           2000
                                                                                       -------------
<S>                                                                                 <C>
Assets
   Cash                                                                             $         945,461
   Accounts receivable                                                                      2,085,006
   Due from stockholder                                                                       508,569
   Due from affiliate                                                                         173,799
   Notes receivable-related party                                                             629,900
   Notes receivable                                                                         1,753,626
   Investments in marketable securities                                                       149,382
   Investment in real estate held for sale                                                  1,306,901
   Investments in mortgage loans on real estate                                             5,176,400
   Other investments                                                                        1,094,520
   Deferred tax asset                                                                          27,540
   Property and equipment, net                                                                276,671
   Other assets, net                                                                           93,539
                                                                                    -----------------

     Total assets                                                                   $      14,221,314
                                                                                    =================


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
   Accounts payable                                                                 $         380,063
   Accrued expenses                                                                           177,988
   Income taxes payable                                                                     1,742,069
   Due to related party                                                                        46,845
   Note payable                                                                             1,294,624
   Lines of credit                                                                          2,016,511
                                                                                    -----------------
     Total liabilities                                                                      5,658,100

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;
     7,240,681 shares issued and outstanding                                                      724
   Additional paid-in capital                                                               2,344,379
   Retained earnings                                                                        6,218,111
                                                                                    -----------------
     Total stockholders' equity                                                             8,563,214

Total liabilities and stockholders' equity                                          $      14,221,314
                                                                                    =================
</TABLE>

                 SEE ACCOMMPANYING NOTES TO FINANCIAL STATEMENTS
                                       1

<PAGE>


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

<TABLE>
<CAPTION>
                                                                    Three Months Ended                  Nine Months Ended
                                                                        September 30,                      September 30,
                                                              ---------------------------------  ---------------------------------
                                                                    2000              1999            2000               1999
                                                              ---------------  ----------------  ---------------  ----------------
<S>                                                            <C>               <C>              <C>               <C>
Revenues
  Revenues from lending services and income investments        $  3,938,530      $  3,291,390     $  10,966,289     $  8,921,952
  Revenue from financial services                                   397,915           222,537        1,486,499         1,014,051
  Interest income                                                   258,857           127,098          537,602           298,571
  Other income                                                       21,709                --           13,514                --
                                                              ---------------  ----------------  ---------------  ----------------
    Total revenues                                                4,617,011         3,641,025       13,003,904        10,234,574

Operating expenses
  Sales and marketing                                               239,535           528,018        1,253,675         2,106,020
  General and administrative                                      2,699,959         1,740,557        6,440,835         4,338,668
                                                              ---------------  ----------------  ---------------  ----------------
    Total operating expenses                                      2,939,494         2,268,575        7,694,510         6,444,688

Income before provision for income taxes                          1,677,517         1,372,450        5,309,394         3,789,886

Provision for income taxes                                          570,356           466,633        1,805,194         1,288,561
                                                              ---------------  ----------------  ---------------  ----------------

Net income                                                     $  1,107,161       $   905,817     $  3,504,200       $ 2,501,325
                                                              ===============  ================  ===============  ================

Basic and fully diluted earnings per
  common share                                                 $       0.15       $      0.13     $       0.48       $      0.35
                                                              ===============  ================  ===============  ================

Weighted average number of common
   shares used in per share calculation                           7,240,681         7,240,681        7,240,681         7,240,681
                                                              ===============  ================  ===============  ================
</TABLE>


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                          2

<PAGE>


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

<TABLE>
<CAPTION>
                                                                              Nine Months Ended
                                                                                 September 30,
                                                                                 -------------
                                                                          2000                  1999
                                                                        --------              --------
<S>                                                                   <C>                   <C>
Cash flows from operating activities:
  Net income                                                          $ 3,504,200           $ 2,501,325
  Adjustments to reconcile net income to
   net cash provided by operating activities:
      Depreciation and amortization                                        58,432                25,777
      UNREALIZED LOSS ON INVESTMENT IN
       MARKETABLE SECURITIES                                               85,567                    --
  Changes in operating assets and liabilities:
      Increase in accounts receivable                                    (900,377)             (372,598)
      Increase in other assets                                            (73,105)             (308,096)
      Increase in due from shareholder and affiliate                     (682,368)             (307,699)
      Increase (decrease) in accounts payable and
        accrued expenses                                                   67,892               (70,124)
      Decrease in due to related party                                   (222,796)                   --
      Increase in income taxes payable                                  1,005,194             1,302,814
                                                                     ------------          ------------
        Net cash provided by operating activities                       2,842,639             2,771,399
                                                                     ------------          ------------

Cash flows from investing activities:
   Cash outlay for property and equipment                                 (79,663)             (59,273)
   Increase in notes receivable                                          (767,968)                  --
   Net purchase of investments                                           (773,283)          (1,500,813)
                                                                     ------------          ------------
     Net cash used by investing activities                             (1,620,914)          (1,560,086)
                                                                     ------------          ------------

Cash flows from financing activities:
   Distribution to the stockholders                                      (178,435)          (2,152,737)
   Stockholder contributions                                                   --              347,666
   Payments received on stockholder loan                                       --              535,646
   Payments on capital lease obligations                                       --              (17,821)
   Net advances (payments) on notes payable
     and lines of credit                                               (1,282,889)              11,808
                                                                     ------------         ------------
       Net cash used by financing activities                          (1,461,324)           (1,275,438)
                                                                     ------------         ------------

  Net decrease in cash                                                  (239,599)              (64,125)
  Cash-beginning balance                                               1,185,060               590,441
                                                                    ------------          ------------

  Cash-ending balance                                                 $  945,461          $    526,316
                                                                    ============          ============
</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 DM Financial Services, 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 DM Mortgage Advisors, Inc.

On August 31, 2000, 251,000 shares of common stock were issued to acquire all of
the outstanding shares of Mortgage Source, Inc.

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
                                         3
<PAGE>


                               VESTIN GROUP, INC.
                                AND SUBSIDIARIES
               (FORMERLY SUNDERLAND CORPORATION 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 Form 10-KSB/A for the year ended December 31, 1999 of Vestin Group,
Inc. ("Vestin" or "the Company").

Financial data for all periods presented have been retroactively adjusted to
reflect the effect of the recent mergers with L.L. Bradford & Company, Vestin
Capital, Inc., DM Mortgage Advisors, Inc., and Mortgage Source, Inc.
each of which was accounted for as a pooling of interest transaction.

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 - ACQUISITION

On August 31, 2000, the Company acquired all the outstanding capital stock of
Mortgage Source, Inc. (MSI), in exchange for approximately 251,000 shares of the
Company's common stock pursuant to a tax-free reorganization. MSI is a Las Vegas
based mortgage company currently licensed in 13 states. The acquisition of MSI
has been accounted for as a pooling of interests, and accordingly, the
accompanying consolidated financial statements of the Company have been restated
to include the accounts and operations of MSI for all periods presented.

NOTE 3 - DM MORTGAGE INVESTORS, LLC

In August 2000, the Securities Exchange Commissions (SEC), declared effective
the registration statement of DM Mortgage Investors, LLC (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 September
30, 2000, Vestin's investment in the fund totaled $788,370 which is included
as other investments totaling $1,094,520. 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 elected to waive such fee for the three months
ended September 30, 2000.

NOTE 4 - DUE FROM STOCKHOLDER

As of September 30, 2000, due from stockholder of approximately $509,000 consist
of advances made to an officer and director of the Company. Due from stockholder
is non-interest bearing and due on demand.

NOTE 5 - NOTE RECEIVABLE-RELATED PARTY

In September of 2000, Mortgage Source, Inc., a subsidiary of Vestin Group, Inc.,
extended a loan to the Chief Financial Officer of the Company in the amount of
$629,900 for the purchase of a personal residence. The loan was extended at an
interest rate of 7.25% with normal and usual closing costs. On October 2, 2000,
Mortgage Source sold the loan to a third party lender for the original principal
balance and interest rate.


                                       4

<PAGE>


                               VESTIN GROUP, INC.
                                AND SUBSIDIARIES
               (FORMERLY SUNDERLAND CORPORATION AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 6 - RECENT ACCOUNTING PRONOUNCEMENTS

In December 1999, the Securities and Exchange Commission (the "commission")
issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" ("SAB 101"). SAB 101 summarizes certain of the Commission's views in
applying generally accepted accounting principles to revenue recognition. The
Company has applied the provisions for SAB 101 in the financial information
presented herein.

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." The new standard
establishes accounting and reporting standards for derivative instrument,
including certain derivative instruments embedded in other contracts, and for
hedging activities. SFAS No. 133 is effective for all quarters of the fiscal
years beginning after June 15, 2000. We do not expect SFAS No. 133 to have a
material effect on our financial conditions or results of operations.


                                   5

<PAGE>


PART I  FINANCIAL INFORMATION (CONTINUED)

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

The following information should be read in conjunction with the consolidated
financial statements and the accompanying notes thereto included in Item 1 of
this Quarterly Report, the Form 8-K/A filed on June 13, 2000, and the form
10-KSB/A for the year ended December 31, 1999 of Vestin Group, Inc.

FORWARD LOOKING STATEMENTS

When used in this Quarterly Report on Form 10-QSB the words or phrases "will
likely result," "are expected to," "will continue," "is anticipated," or similar
expressions are intended to identify "forward looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such statements
are subject to certain risks and uncertainties, including but not limited to
changes in interest rates, the Company's dependence on debt financing and
securitizations to fund operations, and fluctuations in operating results. Such
factors, which are discussed in Management's Discussion and Analysis of
Financial Condition and Results of Operations, could affect the Company's
financial performance and could cause the Company's actual results for future
periods to differ materially from any opinion or statements expressed herein
with respect to future periods. As a result, the Company wishes to caution
readers not to place undue reliance on any such forward looking statements,
which speak only as of the date made.

The following financial review and analysis is intended to assist in
understanding and evaluating the financial condition and results of operations
of the Company for the three and nine months ended September 30, 2000 and 1999.
This information should be read in conjunction with the financial statements and
accompanying notes included in this quarterly report.

COMPANY OVERVIEW

Vestin Group, Inc., formerly known as Sunderland Corporation, provides
financial services primarily within the Southwestern United States. In the
past, the Company's sole business activity had been offering income
investment to private investors using short-term loans secured by real
estate, primarily for commercial and residential developers. The Company is
currently diversifying its operations to provide an array of financial
services, including income-producing investments, financial consulting,
corporate finance, Internet financial services, insurance and investment
services as more fully described below. As a result, the Company's past
performance is not an indication of future operating results.

Since January 1, 2000, the Company has significantly expanded the range of its
financial products and services and its geographical reach and has reorganized
into three divisions: Lending/Income Investments, Financial Services, and
Internet Services.

     LENDING/INCOME INVESTMENTS

     Vestin, through the Company's Lending/Income Investment Division, is one of
     the nation's largest lenders of private funds. Its largest subsidiary,
     Vestin Mortgage, Inc. (formerly Capsource, Inc., doing business as Del Mar
     Mortgage), has facilitated more than $700 million in lending transactions
     for the last three years without the loss of principal or interest to any
     of its 4,500 investors.

     The division's primary operation involves real estate collateralized income
     investments. Vestin uses its own resources along with funds from private
     investors to originate loans to real estate developers and owners for land
     acquisitions, development, residential construction, commercial
     constructions and "mezzanine" loans. The average term of the loans
     originated by the Company is one year.

     The Lending/Income Division generates revenue from several sources
including:

          (i)  Loan origination fees ranging from 2-4% of the loan

          (ii) Administrative fees on the loans it originates, and

                                        6
<PAGE>

         (iii) Loan progress fees equal to the difference between the interest
               rate collected from borrowers and the interest rate paid to
               investors/institutional sources.

     Because of the expediency of the Company's loan approval and funding
     process (typically 10-20 days) compared to other conventional lenders
     (typically 30-120 days), borrowers have been willing to pay a higher
     interest rate. Accordingly, this high rate of interest on a secured
     investment attracts investors willing to fund such loans.

     Following the Company's strategic growth plan, DM Mortgage Advisors, Inc.
     was acquired in January 2000. DM Mortgage Advisors, Inc. is an Arizona
     based mortgage company that provides access to that state's fast growing
     real estate markets.

     On August 31, 2000, the Company completed its acquisition of all the
     outstanding capital stock of Mortgage Source, Inc. (MSI) in exchange for
     approximately 251,000 shares of the Company's common stock. MSI is a Las
     Vegas based mortgage company that performs conventional residential lending
     and is licensed in 13 states. The acquisition will significantly increase
     the Company's range of products and services. MSI completed more than $63
     million in residential home loans in 1999. It intends to be licensed in all
     50 states and is seeking to open offices in Utah, Idaho and two additional
     locations in Nevada by year-end. In addition to their conforming home
     loans, MSI specializes in zero-down mortgages and second chance loans for
     consumers with average credit. MSI generates 10 percent of its loans
     through its website, www.ezlend.com.

     FINANCIAL SERVICES

     The Company is rapidly expanding its financial services division to
     provide clients with multiple products through various resources
     available to the Company. Collectively, the products and services are
     intended to allow clients to integrate a wide variety of financial
     planning products through the Vestin Group.

     In the first quarter of Fiscal Year 2000, the Company completed a merger
     with L.L. Bradford and Company, one of the largest accounting and
     consulting firms in Las Vegas, Nevada. The merger significantly expands the
     range of financial products and services offered by the Financial Services
     Division, including consulting, accounting, tax, estate planning and other
     financial services.

     The Company began building a national financial services network with the
     acquisition in the early part of 2000 of Vestin Capital, Inc., formerly DM
     Financial Services, Inc. Vestin Capital is registered as a broker-dealer in
     49 states. Vestin Capital, Inc. will provide various insurance and mutual
     fund products to the Company's clients. In addition, Vestin Mortgage, Inc.,
     formerly Capsource Inc. dba Del Mar Mortgage, is the manager of DM Mortgage
     Investors, LLC, ("the Fund") which invests in mortgage loans secured by
     commercial and residential real property, primarily in Nevada, Arizona and
     California (including properties under construction). In August 2000, the
     Securities and Exchange Commission declared effective the Form S-11
     registration statement of the Fund for the offer and sale of 10,000,000
     units for $10.00 per unit. As of September 30, 2000, approximately
     2,000,000 units of the Fund's units were sold.

     INTERNET SERVICES

     The Company is implementing plans to offer financial services on the
     Internet. To date, such operations have not generated any revenues.


                                        7

<PAGE>

RESULTS OF OPERATIONS

Summary Financial Results
(dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                       Three Months Ended               Nine Months Ended
                                          September 30,                   September 30,
                                    --------------------  Percentage ---------------------   Percentage
                                      2000       1999      Increases      2000       1999     Increases
                                    --------------------  ---------- ----------------------- ----------
<S>                                <C>         <C>             <C>   <C>        <C>             <C>
Total revenues                     $   4,617   $  3,641        27%   $ 13,004   $ 10,235        27%
Total expenses                     $   2,939   $  2,269        30%   $  7,695   $  6,445        19%
Net income                         $   1,107   $    906        22%   $  3,504   $  2,501        40%

Earnings per share:
      Basic and diluted            $    0.15   $   0.13        15%   $   0.48   $   0.35        37%
      Weighted average number of
       common shares               7,240,681  7,240,681        --   7,240,681 7,240,681          --
</TABLE>

Net Income. For the third quarter of 2000, net income increased $0.2 million, or
22%, to $1.1 million from $.9 million for the third quarter of 1999. Basic and
fully diluted earnings per common share increased to $.15 compared to $.13 per
share for the third quarter of 1999 on average common shares of 7,240,681 for
both periods.

For the nine months ended September 30, 2000, net income increased $1.0 million,
or 40%, to $3.5 million from $2.5 million for the nine months ended September
30, 1999. Basic and fully diluted earnings per common share increased to $.48
compared to $.35 for the nine months ended September 30, 1999.

The increase in net income and earnings per share primarily resulted from higher
origination fees and growth in volume of loans originated from the Company's
lending/Income Investment division during the period.

Financial data for all periods presented have been retroactively adjusted to
reflect the effect of the recent mergers with L.L. Bradford & Company, Vestin
Capital, Inc., DM Mortgage Advisors, Inc., and Mortgage Source, Inc.
each of which was accounted for as a pooling of interest transaction.

Total Revenues. For the third quarter of 2000, total revenues increased $1.0
million, or 27%, to $4.6 million from $3.6 million for the third quarter of
1999. Growth in total revenues primarily resulted from increased loan
origination fees from the Company's lending services division in the third
quarter of 2000, as a result of increased origination rates. The average loan
origination fee approximated 5% for the third quarter ended September 30, 2000
as compared to 3.6% for the third quarter of 1999.

For the nine months ended September 30, 2000, total revenues increased $2.8
million, or 27%, to $13.0 million from $10.2 million for nine months ended
September 30, 1999. Growth in total revenues primarily resulted from increased
loan origination fees from the Company's lending services division and increased
loan volume by approximately $13.0 million, or 10%, to $144.7 million from
$131.7 million for the nine months ended September 30, 1999.

Total Expenses. For the third quarter of 2000, total expenses increased $0.6
million or 30% as compared to the third quarter of 1999. For the nine months
ended September 30, 2000, total expenses increased $1.3 million, or 19%, to $7.7
million from $6.4 million for the nine months ended September 30, 1999. The
increase in total expenses in both periods is primarily related to advertising
costs paid in connection with DM Mortgage Investors, LLC and an increase on
general operating expenses as a result of increased revenues.


                                    8


<PAGE>

CAPITAL AND LIQUIDITY

Liquidity is a measure of a company's ability to meet potential cash
requirements, including ongoing commitments to fund lending activities and for
general operation purposes. Cash for originating loans and general operating
expenses is primarily obtained through cash flows from operations, lines of
credit and private investors. As of September 30, 2000, lines of credit
exceeding $10 million were available.

The Company continues to significantly rely on access to private investors for
funding of its lending activities through real estate collateralized
investments. As a result of real estate collateralized investments, the Company
has been able to increase its cash flow from its lending activities. The Company
currently has its private investors placed in approximately 120 real estate
collateralized investments totaling $272 million. The Company will need to seek
new investors to support its continued growth in the lending activities.

In August 2000, the Securities Exchange Commissions (SEC), declared effective
the registration statement of DM Mortgage Investors, LLC (the "Fund") under
which it will offer up to 10,000,000 units at $10 per unit. The Fund will invest
in loans secured by real property originated and managed by Vestin Mortgage,
Inc. thereby providing additional investment funds for originating loans. As of
September 30, 2000, the Fund sold approximately 2 million units for an
approximate total of $20 million of which $13.3 million has been invested in
loans brokered by Vestin Mortgage

The Company has historically relied upon the cash flow from operations to
provide for its capital requirements. Management believes that cash generated
from operations, together with cash and investments in loans on hand at
September 30, 2000 will be sufficient to provide for its capital requirements
for at least the next 12 months. The Company, in June 2000, obtained a
$3,000,000 unsecured line of credit from Silver State Bank in Las Vegas,
Nevada making a total of over $10,000,000 in lines of credit available from
various financial institutions. The Company may seek additional equity
financing for additional working capital in the early part of 2001 through an
offering of its common stock. Further, the Company will be actively seeking
additional credit line arrangements. There can be no assurance that the
Company will be able to complete a secondary offering or obtain credit lines.

During each of the nine months ended September 30, 2000 and 1999, cash flows
provided by operating activities approximated $2.8 million. Investing activities
consisted primarily of the purchase of real estate collateralized investments in
the amount of $.8 million and an increase in notes receivable of approximately
$0.8 million. Financing activities consisted primarily of payments on lines of
credit of approximately $1.3 million.

At September 30, 2000, Vestin had $.9 million of cash and $14.2 million in total
assets. On the same date, total liabilities were $5.7 million. Accordingly,
Vestin appears to have sufficient working capital to meet its operating needs in
the near term without the need for additional external financing.

                                 9

<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

None


                                   SIGNATURES

Pursuant to the requirements of the Securities 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: October 26, 2000




                                        10