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

                                  FORM 10-QSB/A

(MARK ONE)

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

    FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
    EXCHANGE ACT OF 1934

    FOR THE TRANSITION PERIOD FROM __________ TO __________

                        COMMISSION FILE NUMBER 000-24803


                               VESTIN GROUP, INC.
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)


           DELAWARE                                              52-2102142
(STATE OR OTHER JURISDICTION OF                               (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                              IDENTIFICATION NO.)


            2901 EL CAMINO AVENUE, SUITE 206, LAS VEGAS, NEVADA 89102
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)


                                 (702) 227-0965
                           (ISSUER'S TELEPHONE NUMBER)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No[ ]

Number of shares  outstanding of each of the issuer's  classes of common equity,
as of August 13, 2001: [6,131,870] Shares of Common Stock
<PAGE>
                               VESTIN GROUP, INC.

                                      INDEX

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

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

Item 2.  Management's Discussions and Analysis                             6

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                16

Item 2.  Changes in Securities and Use of Proceeds                        16

Item 3.  Defaults Upon Senior Securities                                  16

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

Item 5.  Other Information                                                16

Item 6.  Exhibits and Reports on Form 8-K                                 16

SIGNATURES                                                                16
<PAGE>
                         PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                      VESTIN GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 JUNE 30, 2001
                                  (UNAUDITED)


                               ASSETS

Cash                                                               $    629,349
Accounts receivable                                                   3,218,630
Due from related parties                                                517,808
Distributions receivable from related parties                            58,891
Investments in marketable securities available for sale                  45,683
Investments in mortgage loans on real estate                          6,061,247
Other investments                                                     2,221,526
Prepaid expenses                                                        250,000
Other assets                                                            163,274
Property and equipment                                                  276,659
Deferred tax assets                                                     335,718
                                                                   ------------

       Total assets                                                $ 13,778,785
                                                                   ============
                      LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued expenses                              $  1,445,161
Income taxes payable                                                  1,740,618
Due to related parties                                                  155,442
Line of credit                                                        2,000,000
Note payable                                                            950,000
                                                                   ------------
       Total liabilities                                              6,291,221
                                                                   ------------

Commitments and contingencies                                                --

Stockholders' equity
  Preferred stock, $.0001 par value; 20 million shares
   authorized; no shares issued                                              --
  Common stock, $.0001 par value; 100 million shares authorized;
   6,989,270 shares issued, 6,131,870 shares outstanding                    699
  Treasury stock, at cost                                              (707,482)
  Additional paid-in capital                                          2,204,269
  Retained earnings                                                   7,079,473
  Note receivable from related party                                   (940,710)
  Accumulated other comprehensive loss                                 (148,685)
                                                                   ------------
       Total stockholders' equity                                     7,487,564
                                                                   ------------

       Total liabilities and stockholders' equity                  $ 13,778,785
                                                                   ============

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
                                                                       For the three months             For the six months
                                                                          ended June 30,                 ended June 30,
                                                                  -----------------------------    ----------------------------
                                                                     2001              2000           2001             2000
                                                                  -----------       -----------    -----------      -----------
                                                                  (Restated)                       (Restated)
<S>                                                               <C>               <C>            <C>              <C>
Revenues
  Loan placement and related fees                                 $ 4,535,539       $ 3,592,309    $ 8,253,646      $ 6,234,576
  Interest income                                                     119,937           164,065        329,359          281,813
  Other income                                                         60,131             6,725         87,994               --
                                                                  -----------       -----------    -----------      -----------
       Total revenues                                               4,715,607         3,763,099      8,670,999        6,516,389

Expenses
  Sales and marketing expenses                                      1,962,262           470,875      4,435,173          927,574
  General and administrative expenses                               2,357,996         1,187,857      4,401,385        2,393,559
  Interest expenses                                                    96,647            47,533        227,370           73,590
                                                                  -----------       -----------    -----------      -----------
       Total expenses                                               4,416,905         1,706,265      9,063,928        3,394,723

Income (loss) from continuing operations before
 provision for income taxes                                           298,702         2,056,834       (392,929)       3,121,666

Provision for income taxes                                            109,870           699,324       (125,285)       1,061,366
                                                                  -----------       -----------    -----------      -----------

       Net income (loss) from continuing operations                   188,832         1,357,510       (267,644)       2,060,300

Discontinued operations
  Income from discontinued operations - Financial Services
   Division, net of income taxes of $0, $74,835, $0, and
   $145,230                                                                --           145,268             --          281,918
                                                                  -----------       -----------    -----------      -----------

       Net income (loss)                                          $   188,832       $ 1,502,778    $  (267,644)     $ 2,342,218
                                                                  ===========       ===========    ===========      ===========
Earnings per common share - Basic
  Income (loss) from continuing operations                        $      0.03       $      0.19    $     (0.04)     $      0.29
                                                                  ===========       ===========    ===========      ===========
  Income from discontinued operations                             $        --       $      0.02    $        --      $      0.04
                                                                  ===========       ===========    ===========      ===========
       Net income (loss)                                          $      0.03       $      0.22    $     (0.04)     $      0.34
                                                                  ===========       ===========    ===========      ===========
Earnings per common share - Diluted
  Income (loss) from continuing operations                        $      0.03       $      0.19    $     (0.04)     $      0.29
                                                                  ===========       ===========    ===========      ===========
  Income from discontinued operations                             $        --       $      0.02    $        --      $      0.04
                                                                  ===========       ===========    ===========      ===========
       Net income (loss)                                          $      0.03       $      0.22    $     (0.04)     $      0.34
                                                                  ===========       ===========    ===========      ===========
Weighted average number of common shares outstanding - Basic        6,161,809         6,989,270      6,169,363        6,989,270
                                                                  ===========       ===========    ===========      ===========
Weighted average number of common shares outstanding - Diluted      6,958,449         6,989,270      6,169,363        6,989,270
                                                                  ===========       ===========    ===========      ===========
</TABLE>

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
                                       Preferred Stock            Common Stock           Treasury Stock
                                       -----------------      --------------------    ---------------------
                                       Shares     Amount       Shares       Amount     Shares       Amount
                                       ------     ------       ------       ------     ------       ------
<S>                                    <C>       <C>         <C>           <C>        <C>         <C>
Balance at January 1, 2001               --       $  --       6,989,270     $ 699       2,400     $ (11,306)

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

Treasury stock acquired                  --          --              --        --      55,000      (156,176)

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

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

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

Net loss                                 --          --              --        --          --            --
                                       ----       -----       ---------     -----     -------     ---------

Balance at June 30, 2001                 --       $  --       6,989,270     $ 699     857,400     $(707,482)
                                       ====       =====       =========     =====     =======     =========


                                      Additional     Note Receivable      Other
                                        Paid-in       From Related    Comprehensive    Retained
                                        Capital          Party            Loss         Earnings       Total
                                        -------          -----            ----         --------       -----
Balance at January 1, 2001            $1,739,427       $      --       $(115,790)    $7,347,117    $8,960,147

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

Treasury stock acquired                       --              --              --             --      (156,176)

Expenses related to issuance
 of common stock warrants                464,842              --              --             --       464,842

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

Unrealized loss on investments in
 marketable securities                        --              --         (32,895)            --       (32,895)

Net loss                                      --              --              --       (267,644)     (267,644)
                                      ----------       ---------       ---------     ----------    ----------

Balance at June 30, 2001              $2,204,269       $(940,710)      $(148,685)    $7,079,473    $7,487,564
                                      ==========       =========       =========     ==========    ==========
</TABLE>

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       3
<PAGE>
                       VESTIN GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                For the six months ended June 30,
                                                                                ---------------------------------
                                                                                   2001                   2000
                                                                                -----------           -----------
<S>                                                                             <C>                   <C>
Cash flows from operating activities:
  Net income (loss)                                                             $  (267,644)          $ 2,342,218
  Less net income from discontinued operations                                           --               281,918
                                                                                -----------           -----------
  Income (loss) from continuing operations                                         (267,644)            2,060,300
  Adjustments to reconcile net income (loss) from continuing
   operations to net cash provided (used) by operating activities:
    Depreciation and amortization                                                    26,754                 5,853
    Expenses related to warrants granted                                            464,842                    --
  Changes in operating assets and liabilities:                                           --                    --
    Accounts receivable                                                            (779,599)              (22,782)
    Distributions receivable from related parties                                   (58,891)                   --
    Other assets                                                                   (127,709)             (390,305)
    Due from stockholder                                                             87,289                    --
    Due from related parties                                                         (6,738)             (257,127)
    Prepaid expenses                                                               (250,000)                   --
    Deferred tax asset                                                             (125,285)                   --
    Accounts payable and accrued expenses                                           683,600               (83,336)
    Due to related parties                                                          (49,249)             (244,641)
    Income taxes payable                                                           (439,394)              861,366
                                                                                -----------           -----------
        Net cash provided (used) by operating activities of continuing
         operations                                                                (842,024)            1,929,328

Cash flows from investing activities:
  Purchase of property and equipment                                               (118,730)              (33,118)
  Cash advanced on notes receivable                                                (812,500)             (926,210)
  Principal payments received on notes receivable                                   153,000                    --
  Sale of real estate held for sale                                                 896,000                    --
  Purchase of investment in marketable securities                                   (19,068)              (66,979)
  Purchase of other investments                                                    (679,289)             (295,192)
  Purchase of investments in mortgage loans on real estate, net of sales           (700,719)                   --
  Sale of investments in mortgage loans on real estate, net of purchases                 --             1,622,665
                                                                                -----------           -----------
        Net cash provided (used) by investing activities of continuing
         operations                                                              (1,281,306)              301,166

Cash flows from financing activities:
  Advances (payments) on line of credit, net                                      2,000,000            (1,980,000)
  Payments on notes payable                                                        (140,000)               (5,661)
  Distributions to stockholders                                                          --               (60,035)
  Purchase of treasury stock                                                       (156,176)                   --
                                                                                -----------           -----------
        Net cash provided (used) by financing activities of continuing
         operations                                                               1,703,824            (2,045,696)
                                                                                -----------           -----------
Net cash provided (used) by continuing operations                                  (419,506)              184,798
Net cash provided by discontinued operations                                             --                60,035
                                                                                -----------           -----------
Net change in cash                                                                 (419,506)              244,833
Cash, beginning of period                                                         1,048,855             1,093,044
                                                                                -----------           -----------

Cash, end of period                                                             $   629,349           $ 1,337,877
                                                                                ===========           ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
    Cash paid for interest                                                      $   191,007           $    73,590
                                                                                ===========           ===========
    Cash paid for income taxes                                                  $   500,000           $        --
                                                                                ===========           ===========
</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 CONSOLIDATED FINANCIAL STATEMENTS

                                       4
<PAGE>
                               VESTIN GROUP, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2001
                                   (UNAUDITED)


NOTE 1 - BASIS OF PRESENTATION

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

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

NOTE 2 - RESTATEMENT

The Company  determined  that certain  entries were not made in during the three
and six months ended June 30, 2001 to record  penalties and interest  related to
federal income tax obligations and income earned on the Company's investments in
Vestin Fund I, LLC ("Fund I"). As of June 30, 2001,  the  Managing  Member had a
weighted average membership units in the Company of approximately  89,000 units.
Therefore,  the Company has restated the income  statements for the three months
ended June 30, 2001 to reflect  approximately $31,000 of additional other income
related  to income  earned  from Fund I;  approximately  $24,000  of  additional
general and administrative,  and $36,000 of additional interest expenses related
to federal tax  obligations;  and  approximately  $1,700 reduction in income tax
expense. The Company has restated the income statements for the six months ended
June 30,  2001 to reflect  approximately  $59,000  of  additional  other  income
related  to income  earned  from Fund I;  approximately  $24,000  of  additional
general and administrative,  and $36,000 of additional interest expenses related
to federal tax  obligations;  and  approximately  $7,700 reduction in income tax
benefits.  For the three months ended June 30, 2001, the  restatement net effect
of the Company's  earnings per share for basic and diluted resulted in decreases
of $0.01 and $0.00,  respectively.  For the six months ended June 30, 2001,  the
restatement net effect of the Company's earnings per share for basic and diluted
resulted in no changes.

NOTE 3 - OTHER INVESTMENTS

In June 2001,  Vestin Fund I, LLC ("Fund I"),  completed  the sale of 10,000,000
units  at $10 per  unit.  Fund I  invests  in  mortgage  loans  secured  by real
property.  Vestin  Mortgage,  Inc. a  subsidiary  of the Company is the Managing
Member of the Fund I. As of June 30, 2001,  Vestin's investment in Fund I totals
$1,000,000 which is included as part of Other Investments  totaling  $2,221,526.
For the six  months  ended June 30,  2001,  the  Company  recorded  revenues  of
approximately $59,000 from its investment in Fund I as a result of distributions
declared during the months of January 2001 through June 2001 and is reflected as
distributions  receivable  as of June 30, 2001.  Vestin  Mortgage,  Inc., as the
Managing Member,  is entitled to an annual  management fee of up to 0.25% of the
aggregate capital contributions to Fund I. During the three and six months ended
September 30, 2001,  Vestin Mortgage  received to management fees from Fund I of
approximately $-- and $7,200, respectively.

Total  management  fees waived by Vestin  Mortgage  for the three and six months
ended June 30, 2001 approximated $58,000 and $91,000,  respectively.  As of June
30, 2001, the Company owed Fund I approximately  $148,000 related to shared loan
placement  fees during  fiscal year 2000.  This balance bears no interest and is
due on demand.

                                       5
<PAGE>
                               VESTIN GROUP, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2001
                                   (UNAUDITED)

In June 2001, the SEC declared  effective the  registration  statement of Vestin
Fund II, LLC ("Fund II") under which it will offer up to 50,000,000 units at $10
per unit.  Fund II is  similar  to Fund I as it will  invest in  mortgage  loans
secured by real property.  As of June 30, 2001,  Vestin's  investment in Fund II
approximated  $593,000 which is included as part of Other  Investments  totaling
$2,221,526.  Vestin  Mortgage,  Inc.  is also  the  managing  member  of Fund II
entitling it to receive annual management fees of 0.25% of the aggregate capital
contributions  to Fund II.  During the three and six months ended June 30, 2001,
Vestin  Mortgage  elected  to waive all  management  fees  from  Fund II.  Total
management  fees waived by Vestin  Mortgage  for the three and six months  ended
June 30, 2001 approximated $2,200 and $2,200, respectively.

Total  management  fees  waived  from Fund I and II for the three and six months
ended June 30,  2001  approximated  $39,700  and  $61,500  (net of tax  effect),
respectively,  or $0.01 and $0.01 basic and fully  diluted  earnings  per common
share, respectively.

NOTE 3 - NOTE RECEIVABLE FROM RELATED PARTY

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

NOTE 4 - RELATED PARTY TRANSACTIONS

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

     Advances   made   to  an   officer/director/shareholder   of  the   Company
     approximating a total of $245,000 bearing no interest and due on demand.

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

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

During the three and six months  ended June 30,  2001,  the Company paid $37,500
and $75,000,  respectively,  for outsourced  financial  reporting and accounting
services (i.e.,  SEC and financial  reporting,  taxation,  and other  consulting
matters) to an accounting  firm  majority  owned by the President and CFO of the
Company.

NOTE 5 - TREASURY STOCK

During the second  quarter  ended June 30,  2001,  the Company  acquired  55,000
shares of treasury stock for a total value of approximately $156,000. As of June
30, 2001, the Company has a total of 857,400 shares held in treasury.

                                       6
<PAGE>
                               VESTIN GROUP, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2001
                                   (UNAUDITED)


NOTE 6 - LINES OF CREDIT

In June 2001, a line of credit with a financial institution was extended for one
year and increased by $1 million for a total of $4 million.  The $4 million line
of credit has a new  expiration  date of June  2002.  As of June 30,  2001,  the
outstanding principal balance on this line of credit is zero

In  addition,  the Company was extended a $2 million line of credit with another
financial  institution  which is payable in installments of interest only at the
prime lending rate plus 2% and has an expiration  date of June 2002. The line of
credit is guaranteed by the Company's majority stockholder. As of June 30, 2001,
the entire principal balance on this line of credit is outstanding.

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

BACKGROUND

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

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

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

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

Vestin  Mortgage  serves as the  manager  of  Vestin  Fund I, LLC  (formerly  DM
Mortgage  Investors,  LLC), a Nevada limited  liability  company ("the Fund I"),
which was organized to invest in mortgage loans. As of June 30, 2001, the Fund I
had sold all of the 10 million units registered  under a registration  statement
on Form S-11.  The  Company  has also  organized  Vestin Fund II, LLC ("the Fund
II"), a second limited liability company to invest in mortgage loans. The second
company filed a registration statement on Form S-11 with the Securities Exchange
Commission which was declared effective on June 13, 2001. The Fund II will issue
of up to $500 million of its 50 million units.  As of June 30, 2001, the Fund II
has raised approximately $10.5 million from issuance of units.

THE COMPANY

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

                                       8
<PAGE>
MANAGEMENT OF FUND I AND FUND II

Vestin  Mortgage is the  Manager of both Fund I and Fund II. As manager,  Vestin
Mortgage evaluates prospective investments, selects the mortgages in which these
Funds  will  invest  and  makes  all  investment   decisions  for  these  Funds.
Additionally, Vestin Mortgage is responsible for all administrative matters such
as  accounting,  tax and legal  requirements  for these Funds.  Vestin  Mortgage
receives an annual management fee from each Fund of up to 0.25% of the aggregate
capital  contributions  to each Fund.  The Company may, in its sole  discretion,
waive its  management  fee. For the quarter ended June 30, 2001, the Company did
not  receive any  management  fees from either Fund I or Fund II. As of the same
date, the Company  received  approximately  100,000 units in Fund I for expenses
paid by the  Company  to  unaffiliated  third  parties  in  connection  with the
offering  of units in Fund I, and 59,000  units for the same in the Fund II. The
Company's  ownership in Funds I and II represent  approximately 1% and 5% of the
outstanding amount of units, respectively, as of June 30, 2001.

FINANCIAL REVIEW

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

RESULTS OF OPERATIONS

COMPARISON OF THE QUARTERS ENDED JUNE 30, 2001 AND JUNE 30, 2000 AND FOR THE SIX
MONTHS ENDED JUNE 30, 2001 AND 2000

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

REVENUE

The Company reported total revenues of approximately  $4.7 million for the three
month period  ended June 30, 2001,  an increase of 25% from $3.8 million for the
three month period ended June 30, 2000. The Company  derived  approximately  96%
and  95% of  its  revenue  in  the  quarters  ended  June  30,  2001  and  2000,
respectively from its mortgage brokerage  operations.  The remaining revenue was
principally  generated by interest earned from investments in mortgage loans and
bank depository accounts for the quarters ended June 30, 2001 and 2000.

For the six months ended June 30, 2001,  the Company  reported a 32% increase in
revenues of approximately  $8.6 million as compared to $6.5 million for the same
period of the previous year.

The Company  placed  approximately  $54.8  million and $72.8 million in mortgage
loans in the three month  periods ended June 30, 2001,  and 2000,  respectively.
The Company uses funds from individual  investors,  Fund I, Fund II, and its own
resources  to fund  loans to real  estate  developers  and  owners for raw land,
acquisition and development,  construction,  commercial,  residential and bridge
loans.

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

      Type of Revenue               6/30/01              6/30/00
      ---------------               -------              -------
      Loan placement fees        $  2,554,000         $  2,481,000

      Loan servicing fees        $  1,297,000         $  1,002,000

      Loan extension fees        $    685,000         $    109,000
                                 ------------         ------------

      Total                      $  4,536,000         $  3,592,000
                                 ============         ============

Typically,  loan  placement  fees are  directly  related to the size and type of
loan.  Although the overall amount loaned decreased  approximately 25% in second
quarter of 2001,  as  compared  to the  second  quarter  in 2000,  average  loan
placement  fees  increased from 3.4% of the loan amount to 4.7%. The increase in
average points charged is primarily  related to the placement of two large loans
in the amount of $10 million each upon which an average of 6.5% loan origination
fees were charged.

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  2% of revenues in the three month periods ended June 30, 2001 and
2000 were derived from  investment in mortgage  loans.  As of June 30, 2001, the
Company had  approximately  $5.2 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 has commenced  expansion of its  operations  throughout the
U.S. The Company has developed a significant degree of knowledge with respect to
the real estate markets in the Western states. Such knowledge is critical to the
Company's  business as it enables the Company to process loan  applications more
quickly than many conventional  lenders.  The Company is able to rapidly process
loan  applications  in large part because the Company's  underwriting  standards
focus  heavily  on  the  value  of  the  underlying  property  rather  than  the
creditworthiness  of the borrower.  The Company's  ability to quickly assess the
underlying value of real estate when it arranges the terms of a mortgage loan is
therefore  essential  to its  strategy of  providing  fast  turnaround  for loan
applications.

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

SALES AND MARKETING EXPENSES

Sales and marketing  expenses  primarily  consist of advertising  costs,  public
relations  expenses,  commissions  and  travel  expenses.  Sales  and  marketing
expenses  amounted to approximately  42% and 13% of the Company's total revenues
for the three  month  periods  ended June 30, 2001 and 2000,  respectively.  The

                                       10
<PAGE>
increase  for the second  quarter  2001 is  primarily  related to an increase in
advertising  costs  approximating  $0.8  million  and  the  increase  in  public
relations expenses of $0.6 million related to the Company bringing on Joe Namath
as a  spokesperson  as compared to the second quarter of 2000. The increase is a
result of the Company's aggressive efforts to enter new markets such as Florida,
Oregon, Texas, and Arizona.

Sales  and  marketing  expenses,  for  the  six  months  ended  June  30,  2001,
approximated  $4.4  million as compared  to $0.9  million for the same period in
2000.  The  increase  is  primarily  related to the  aforementioned  increase in
advertising and public relations efforts to penetrate new markets.

GENERAL AND ADMINISTRATIVE EXPENSES

General and  administrative  expenses  include  payroll  and  related  expenses,
consultation fees,  professional fees, and general corporate  expenses.  General
and  administrative  expenses of the Company  amounted to $2.4 million or 50% of
the total  revenues for the second quarter of 2001, an increase of 99% from $1.2
million  for the second  quarter of 2000.  The  increase  is a result of several
factors to include an increase in wages of $0.3 million,  legal and professional
fees  of  $0.2  million,   as  well  as  a  general   increase  in  general  and
administrative  expenses related to the Company's  growth.  The Company has also
entered into  several  other  contracts  including a  consulting  agreement  for
approximately $37,000 per month for general consulting.

General and  administrative  expenses,  for the six months  ended June 30, 2001,
approximated  $4.4  million as compared  to $2.4  million for the same period in
2000.  The  increase is related to a number of factors  including an increase in
wages approximating $1.0 million, legal and professional fees approximating $0.2
million,  and consultation fees  approximating $0.4 million as well as a general
increase in general and administrative expenses related to the Company's growth.

INCOME BEFORE INCOME TAXES

As a result of the foregoing factors,  results from continuing operations before
provision for income taxes equaled an income of  approximately  $0.3 million for
the three month  period  ended June 30, 2001 as compared to $2.1 million for the
second quarter 2000.

For the six month period ended June 30, 2001,  the Company  incurred a loss from
continuing  operations  approximating  $0.4 million as opposed to an income from
continuing operations of $3.1 million for the six months ended June 30, 2000.

DISCONTINUED OPERATIONS

On March 31, 2000, the Company consummated a merger with L.L. Bradford & Company
(LLB) acquiring all of LLB's capital stock in exchange for 800,000 shares of the
Company's  common  stock.  LLB  operates as a certified  public  accounting  and
consulting  practice  in the State of Nevada.  The  Company  accounted  for this
business  combination  as a pooling of  interests.  As a result of the Company's
change in business focus in December  2000,  the Company  consummated a Purchase
Agreement on January 1, 2001 with the former  shareholders of LLB, whereby,  the
Company  repurchased the 800,000 shares of its common stock originally issued to
the former  shareholders  of LLB and  divested  itself of LLB.  The  Company has
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 second 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 second quarter of
2000 as well as for the six months ended June 30, 2000.  For the second  quarter
of 2000,  discontinued operation generated income of approximately $145,000. For
the six months ended June 30, 2000,  discontinued operations generated income of
approximately $282,000.

                                       11
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

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

For the six  months  ended  June 30,  2001,  the cash  flows  used by  operating
activities of the Company approximated $.8 million or 10% of the Company's total
revenue,  compared cash provided by operating  activities of $1.9 million or 30%
during  the six  month  period  ended  June 30,  2000.  Cash  used in  investing
activities  approximated $0.3 million or 4% of the Company's revenues during the
six  months  ended  June  30,  2001,  compared  to cash  provided  by  investing
activities  approximating  $1.3 million or 15% of total revenues during the same
period of the prior year.  The decrease in cash in the second quarter of 2001 is
primarily due to the increased advertising efforts approximating $2.5 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 six months ended June 30, 2001,
the Company incurred an operating loss of $0.3 million and a negative  operating
cash flow of approximately $0.8 million.  These results were largely a result of
a  significant  increase in  marketing,  sales,  and general and  administrative
expenses.  Management believes that the results of the first six month period is
not  indicative  of the  results  for the  remainder  of the year.  The  Company
believes that cash generated from operations,  together with cash and cash flows
from investments in mortgage loans on real estate on hand at June 30, 2001, will
be  sufficient  to provide for its  capital  requirements  to sustain  currently
expected loan volumes for at least the next 12 months.

However,  the Company will require  additional  financing in order to expand its
business operations. The Company maintains a $4,000,000 revolving line of credit
with a financial  institution.  There was no balance outstanding on this line of
credit  as of  June  30,  2001.  The  line  of  credit  is  payable  in  monthly
installments of interest only at the prime lending rate plus 1.0% (6.75% at June
30, 2001) and expires on June 15, 2002.  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 June 30, 2001.

In addition,  the Company, on June 26, 2001, secured a $2,000,000 line of credit
with another  financial  institution of which the entire balance was outstanding
as of June 30, 2001. The line of credit is payable in  installments  of interest
only at the prime lending rate plus 2% and expires on June 26, 2002. The line of
credit is guaranteed by the Company's majority stockholder.

FUNDING SOURCES

In order to maintain  and expand its  business,  the Company must have access to
funding  sources that are prepared to invest in mortgage loans which the Company
brokers.   Historically,  the  Company  has  relied  primarily  upon  individual
investors for this purpose. Of the approximately $54.8 million of mortgage loans
placed by the  Company in the three  month  period  ended June 30,  2001,  $37.8
million  was  funded  by Fund I, $8.3  million  was  funded by Fund II,  and the
remainder  was  funded  by  individual  investors.  The  Company  has  generally
experienced  a high rate of investors  choosing to reinvest  through the Company
after their  mortgage loans mature.  For the second quarter 2001,  approximately
90% of the individuals who invested  through the Company have chosen to reinvest
in the loans  brokered by the  Company.  This has  provided  the Company  with a
reasonably reliable source of funding for mortgage loans.  However, no assurance
can be given  that the  Company  will  enjoy the same  reinvestment  rate in the
future.

                                       12
<PAGE>
The  Company  is  currently  acting as  manager  of Fund I and Fund II,  limited
liability  companies organized to invest in mortgage loans. As of June 30, 2001,
Fund I has  raised  the  entire  $100,000,000  as set forth in its  registration
statement   through  a  public  offering  of  its  units.  Fund  II  has  raised
approximately $10.5 million through a public offering of its units. Fund II will
offer of up to $500,000,000  of its units to the public.  The success of raising
funds by both Fund I and Fund II will  provide an  additional  source of funding
for mortgage loans placed by the Company.

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

Notwithstanding  the high historical yields generated by its mortgage loans, 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.

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

                                       13
<PAGE>
U.S.  real  estate  markets may impact its  ability to make  prudent  investment
decisions  and may delay the loan  approval  process.  This  delay  could have a
material  impact on the Company's  competitive  advantage of providing fast loan
approvals. Accordingly, Vestin Mortgage plans to utilize independent real estate
advisors   located  in  markets  where  Vestin  Mortgage  lacks  experience  for
consultation  prior to making  investment  decisions.  No assurance can be given
such advisors will provide effective assistance to the Company.

DEPENDENCE ON KEY PERSONNEL

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

RISKS OF UNDERWRITING STANDARDS AND PROCEDURES

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

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

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

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

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

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

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

(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.

                                       14
<PAGE>
COMPETITION FOR FUNDS

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

COMPETITION FOR BORROWERS

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

                                       15
<PAGE>
                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable

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

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 June 30, 2000

     3.1         Certificate of Incorporation                                            ***

     3.2         By-laws                                                                 ***

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

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

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

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

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

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

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

     10.8        Third Amended and Restated Operating  Agreement of Vestin Fund I,       *****
                 LLC, dated as of November 2, 2000
</TABLE>

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

(b) Reports on Form 8-K

    None.
                                       16
<PAGE>
                                   SIGNATURES

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

                        VESTIN GROUP, INC.


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

                        Date: December 11, 2001

                                       17