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

                                   FORM 10-QSB

                                   (MARK ONE)

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

                         FOR THE QUARTERLY PERIOD ENDED
                                 MARCH 31, 2003

              [ ] 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 April 30, 2003:

5,328,340 Shares of Common Stock
<PAGE>
                             VESTIN GROUP, INC. AND
                                  SUBSIDIARIES

                                      INDEX

                                                                        PAGE NO.
PART I  FINANCIAL INFORMATION
Item 1. Financial Statements............................................
        Consolidated Balance Sheet (unaudited)..........................       3
        Consolidated Statements of Income (unaudited)...................       4
        Consolidated Statement of Stockholders' Equity (unaudited)......       5
        Consolidated Statements of Cash Flows (unaudited)...............       6
        Notes to Consolidated Financial Statements (unaudited)..........       8
Item 2. Management's Discussion and Analysis............................      13
PART II OTHER INFORMATION
Item 1. Legal Proceedings...............................................      20
Item 2. Changes in Securities and Use of Proceeds.......................      20
Item 3. Defaults Upon Senior Securities.................................      20
Item 4. Submission of Matters to a Vote of Security Holders.............      21
Item 5. Other Information...............................................      21
Item 6. Exhibits and Reports on Form 8-K................................      21
SIGNATURES..............................................................      22

                                       2
<PAGE>
                      VESTIN GROUP, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                 MARCH 31, 2003

                                  (UNAUDITED)

                                     ASSETS

Cash                                                                $ 1,413,725
Accounts receivable                                                   6,850,602
Interest receivable                                                      45,875
Due from related parties                                              1,789,006
Notes receivable                                                        700,000
Note receivable - related party                                         117,964
Investments in real estate held for sale                              8,654,452
Investments in mortgage loans on real estate,
  net of allowance of $130,000                                        5,859,020
Other investments - related parties                                   2,100,000
Other assets                                                            650,771
Property and equipment, net                                             739,872
                                                                    -----------

      Total assets                                                  $28,921,287
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued expenses                               $ 3,503,608
Dividend payable                                                         75,650
Income taxes payable                                                    816,636
Lines of credit                                                       5,000,000
Notes payable - related party                                         3,427,554
Notes payable                                                         1,495,657
                                                                    -----------
      Total liabilities                                              14,319,105
                                                                    -----------

Commitments and contingencies                                                --

Stockholders' equity
  Preferred stock, $.0001 par value; 20 million shares
    authorized; 907,800 shares issued and outstanding                        91
  Common stock, $.0001 par value; 100 million shares
    authorized 5,328,340 shares issued and outstanding                      533
  Additional paid-in capital                                          9,170,960
  Retained earnings                                                   5,430,598
                                                                    -----------
      Total stockholders' equity                                     14,602,182
                                                                    -----------

      Total liabilities and stockholders' equity                    $28,921,287
                                                                    ===========

The accompanying notes are an integral part of this statement.

                                       3
<PAGE>
                 VESTIN GROUP, INC. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF INCOME (LOSS)

                             (UNAUDITED)

                                                     FOR THE THREE MONTHS ENDED
                                                     --------------------------
                                                      MARCH 31,      MARCH 31,
                                                        2003           2002
                                                     -----------    -----------
REVENUES
  Loan placement and related fees                    $ 7,142,996    $ 4,607,598
  Interest income                                        183,862        178,778
  Other income                                           426,119        234,528
                                                     -----------    -----------
      Total revenues                                   7,752,977      5,020,904
                                                     -----------    -----------
EXPENSES
  Sales and marketing expenses                         4,202,789      1,534,487
  General and administrative expenses                  5,157,484      2,368,786
  Interest expenses                                       95,358        269,882
                                                     -----------    -----------
      Total expenses                                   9,455,631      4,173,155
                                                     -----------    -----------
      Income (loss) from continuing operations
        before provision (benefit) for
        income taxes                                  (1,702,654)       847,749

PROVISION (BENEFIT) FOR INCOME TAXES                    (578,902)       291,527
                                                     -----------    -----------

      NET INCOME (LOSS)                               (1,123,752)       556,222

PREFERRED STOCK DIVIDEND                                (226,950)      (234,450)
                                                     -----------    -----------

NET INCOME (LOSS) APPLICABLE TO
  COMMON SHAREHOLDERS                                $(1,350,702)   $   321,772
                                                     ===========    ===========
EARNINGS (LOSS) PER COMMON SHARE - BASIC
    Net income (loss)                                $     (0.25)   $      0.06
                                                     ===========    ===========
EARNINGS (LOSS) PER COMMON SHARE - DILUTED
    Net income (loss)                                $     (0.25)   $      0.04
                                                     ===========    ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
  OUTSTANDING - BASIC                                  5,327,718      5,521,444
                                                     ===========    ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
  OUTSTANDING - DILUTED                                5,327,718      8,560,173
                                                     ===========    ===========

The accompanying notes are an integral part of this statement.

                                       4
<PAGE>
                       VESTIN GROUP, INC. AND SUBSIDIARIES

            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                    FOR THE THREE MONTHS ENDED MARCH 31, 2003

                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                       PREFERRED STOCK          COMMON STOCK        ADDITIONAL
                                     -------------------   ----------------------     PAID-IN      RETAINED
                                      SHARES     AMOUNT       SHARES      AMOUNT      CAPITAL      EARNINGS         TOTAL
                                     --------   --------   -----------   --------   -----------   -----------    -----------
<S>                                  <C>        <C>        <C>           <C>        <C>           <C>            <C>
Balance at January 1, 2003            907,800   $     91     5,324,340   $    532   $ 8,922,885   $ 7,420,672    $16,344,180

Dividends paid on preferred stock          --         --            --         --            --      (226,950)      (226,950)

Dividends paid on common stock             --         --            --         --            --      (639,372)      (639,372)

Expenses related to the
  issuance of warrants                     --         --            --         --       232,076            --        232,076

Common stock options exercised             --         --         4,000          1        15,999            --         16,000

Net loss                                   --         --            --         --            --    (1,123,752)    (1,123,752)
                                     --------   --------   -----------   --------   -----------   -----------    -----------
BALANCE AT MARCH 31, 2003             907,800   $     91     5,328,340   $    533   $ 9,170,960   $ 5,430,598    $14,602,182
                                     ========   ========   ===========   ========   ===========   ===========    ===========
</TABLE>

The accompanying notes are integral part of these statements.

                                       5
<PAGE>
                       VESTIN GROUP, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                  FOR THE THREE MONTHS ENDED
                                                                -------------------------------
                                                                MARCH 31, 2003   MARCH 31, 2002
                                                                --------------   --------------
<S>                                                             <C>              <C>
Cash flow from operating activities:
  Net income (loss)                                               $(1,123,752)     $   556,222
  Adjustments to reconcile net income (loss) from continuing
    operations to net cash provided by (used in)
    operating activities:
      Depreciation                                                     40,866           23,700
      Stock based compensation                                        232,076          232,076
      Loss related to capital contribution to Fund I                1,600,000               --
      Provision for loan losses                                        50,000               --
      Changes in operating assets and liabilities:
        Accounts receivable                                        (1,626,936)          64,356
        Interest receivable                                            67,477               --
        Other assets                                                   20,028          (30,304)
        Due from related parties                                     (855,931)         156,884
        Accounts payable and accrued expenses                       1,534,229          308,440
        Income taxes payable                                         (578,902)          94,172
                                                                  -----------      -----------
          Net cash provided by (used in) operating activities        (640,845)       1,405,546
                                                                  -----------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                                  (61,625)         (64,536)
  Cash advanced on notes receivable                                        --         (110,000)
  Principal payments received on notes receivable                          --          601,035
  Purchase of investment in real estate held for sale              (1,100,000)         (77,478)
  Purchase of investment in marketable securities                          --         (138,652)
  Purchases of other investments                                           --          (35,000)
  Proceeds from sale of investments in mortgage loans
    on real estate to Fund II                                       2,297,925               --
  Purchase of investments in mortgage loans on real estate           (394,170)      (5,724,035)
  Proceeds from sale of investments in mortgage loans
    on real estate                                                    539,745          770,476
                                                                  -----------      -----------

          Net cash provided by (used in) investing activities       1,281,875       (4,778,190)
                                                                  -----------      -----------
</TABLE>

The accompanying notes are integral part of these statements.

                                       6
<PAGE>
                       VESTIN GROUP, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

                                   (UNAUDITED)
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                FOR THE THREE MONTHS ENDED
                                                              -------------------------------
                                                              MARCH 31, 2003   MARCH 31, 2002
                                                              --------------   --------------
<S>                                                           <C>              <C>
Cash flows from financing activities:
  Advances on line of credit                                             --        5,000,000
  Payments on lines of credit                                    (2,000,000)              --
  Proceeds from notes payable                                     1,100,000
  Payments on notes payable                                              --         (950,000)
  Common stock options exercised                                     16,000               --
  Payment of dividend on preferred stock                           (226,950)        (234,450)
  Payment of dividend on common stock                              (639,372)              --
  Purchase of treasury stock                                             --         (487,273)
                                                                -----------      -----------

          Net cash provided by (used in)
            financing activities                                 (1,750,322)       3,328,277
                                                                -----------      -----------

          NET DECREASE IN CASH                                   (1,109,292)         (44,367)

CASH AT BEGINNING OF PERIOD                                       2,523,017        3,776,682
                                                                -----------      -----------

CASH AT END OF PERIOD                                           $ 1,413,725      $ 3,732,315
                                                                ===========      ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for federal income taxes                            $        --      $   285,091
                                                                ===========      ===========
  Cash paid for interest                                        $    95,358      $   269,882
                                                                ===========      ===========
NONCASH INVESTING AND FINANCING ACTIVITIES:
  Dividends declared on preferred stock                         $    75,650      $    78,150
                                                                ===========      ===========
  Dividends declared on common stock                            $        --      $   550,065
                                                                ===========      ===========
  Notes payable assumed through foreclosure                     $   244,654      $        --
                                                                ===========      ===========
  Notes payable - related parties assumed through foreclosure   $   802,363      $        --
                                                                ===========      ===========
  Note payable related to capital contribution to Fund I        $   723,763      $        --
                                                                ===========      ===========
  In substance receipt of amounts due from Fund I related
    to capital contribution in Fund I                           $   876,237      $        --
                                                                ===========      ===========
  Investments in real estate held for sale acquired
    through foreclosure                                         $ 1,094,914      $        --
                                                                ===========      ===========
  Investment in real estate held for sale acquired for
    investments in mortgage loans on real estate                $   478,829      $        --
                                                                ===========      ===========
</TABLE>

The accompanying notes are an integral part of these statements.

                                       7
<PAGE>
                               VESTIN GROUP, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1 -- BASIS OF PRESENTATION

Vestin Group, Inc. ("Vestin" or "the Company") conducts its operations primarily
through Vestin Mortgage,  Inc., a wholly owned subsidiary  ("Vestin  Mortgage").
Vestin  Mortgage  operates as a mortgage broker licensed in the state of Nevada.
Vestin  Mortgage is engaged in the brokerage  and placement of commercial  loans
secured by real property.  Vestin Mortgage's  primary  operations consist of the
brokerage   and  placement  of   commercial,   construction,   acquisition   and
development,  land, and  residential  mortgage loans secured by real property as
well as managing  two  publicly  held  funds,  Vestin Fund I, LLC ("Fund I") and
Vestin Fund II, LLC ("Fund  II"),  and an entity  owned by the  Company's  Chief
Executive Officer,  inVestin Nevada, Inc. (",inVestin") which invest in mortgage
loans.  Vestin  Mortgage  as  manager  of Fund I, Fund II and  inVestin  will be
referred to as "Manager".

The  interim  consolidated  financial  statements  present  the  balance  sheet,
statements of income,  stockholders' equity and cash flows of Vestin Group, Inc.
and its subsidiaries. All significant intercompany balances have been eliminated
in consolidation.

The interim consolidated  financial information is unaudited.  In the opinion of
management,  all adjustments  necessary to present fairly the financial position
as of March 31,  2003 and the  results of  operations  and cash flows  presented
herein have been  included in the  consolidated  financial  statements.  Interim
results are not  necessarily  indicative of results of  operations  for the full
year.

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 accounting  principles  generally  accepted in the United
States for complete  financial  statements.  The financial  statements should be
read in conjunction  with the Form 10-KSB/A for the year ended December 31, 2002
of the Company.

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

Certain  reclassifications  have  been  made to the  prior  year's  consolidated
financial statements to conform with the current year presentation.

NOTE 2 -- STOCK-BASED COMPENSATION

The Company has  stock-based  compensation  plans  covering  the majority of its
employees,  a plan covering the Company's Board of Directors,  and plans related
to employment  contracts  with certain  Executive  Officers of the Company.  The
Company  accounts for  stock-based  compensation  utilizing the intrinsic  value
method in accordance with the provisions of Accounting  Principles Board Opinion
No. 25 ("APB  25"),  "Accounting  for Stock  Issued to  Employees"  and  related
Interpretations.  Accordingly,  no compensation  expense is recognized for fixed
option plans  because the exercise  prices of Employee  stock  options  equal or
exceed the market prices of the underlying stock on the dates of grant.

The Company  applies APB 25 in accounting for stock options issued to employees.
Under APB 25, employee compensation cost is recognized when estimated fair value
of the underlying stock on date of the grant exceeds exercise price of the stock
option.  For stock  options and warrants  issued to  non-employees,  the Company
applies Statement of Financial  Accounting Standards (SFAS) 123, "Accounting for
Stock-Based  Compensation"  ("SFAS  123"),  which  requires the  recognition  of
compensation  cost based upon the fair value of stock  options at the grant date
using the Black-Scholes option pricing model.

The following table  represents the effect on net loss and loss per share if the
Company had applied the fair value based method and recognition  provisions SFAS
123 to stock-based employee compensation:

                                       8
<PAGE>
                                                         2003           2002
                                                     -----------    -----------
     Net income (loss), as reported                  $(1,123,752)   $   556,222
     Add: Stock-based employee compensation
       expense included in reported income (loss),
       net of related tax effects                             --             --
     Deduct: Total stock-based employee
       compensation expense determined under
       fair value based methods for all awards,
       net of related tax effects                       (324,845)      (475,183)
                                                     -----------    -----------
     Pro forma net income (loss)                     $(1,448,597)   $    81,039
                                                     ===========    ===========

     Net loss per common share
       Basic income (loss), as reported              $     (0.25)   $      0.06
                                                     ===========    ===========
       Basic income (loss) loss, pro forma           $     (0.31)   $     (0.03)
                                                     ===========    ===========

       Diluted income (loss), as reported            $     (0.25)   $      0.04
                                                     ===========    ===========
       Diluted income (loss), pro forma              $     (0.31)   $     (0.03)
                                                     ===========    ===========

As required,  the pro forma  disclosures  above  include  options  granted since
January 1, 1995.  Consequently,  the effects of applying  SFAS 123 for providing
pro forma  disclosures may not be  representative of the effects on reported net
income for future  years until all options  outstanding  are included in the pro
forma  disclosures.  For purposes of pro forma  disclosures,  the estimated fair
value of  stock-based  compensation  plans and other  options  is  amortized  to
expense primarily over the vesting period.

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation-Transition  and Disclosure." SFAS No. 148 amends the transition and
disclosure  provisions of SFAS No. 123. The Company is currently evaluating SFAS
No. 148 to determine if it will adopt SFAS No. 123 to account for employee stock
options using the fair value method and, if so, when to begin transition to that
method.

NOTE 3 -- RELATED PARTY TRANSACTIONS

Notes receivable - In 2000, we loaned a junior officer approximately $251,000 to
enable him to operate,  develop and grow a California  real estate loan fund. We
do not have any affiliations with the California real estate loan fund. The loan
is unsecured but is backed by a personal  guaranty.  The interest rate of 10% is
payable on a semi-annual  basis and the principal is due on the maturity date of
April  19,  2004.  As of  December  31,  2002,  the  balance  on this  note  was
approximately $118,000.

Due from  related  parties  approximating  $1,789,000  as of March 31,  2003 are
comprised of the following:

    Amounts  due from Fund II totaling  $1,723,301  relate to  management  fees,
    earnings on units in Fund II, and  reimbursable  expenses.  Amounts due from
    Fund II bear no interest and are due on demand.

    Amounts due from the Company's Chief Executive  Officer or Companies  wholly
    owned by him totaling $61,000 relate to various advances made. Such advances
    bear no interest and are repaid monthly.

Other  investments - related  parties  consists of the Company's  investments in
units  of  Fund  I  and  Fund  II  totaling   $1.0  million  and  $1.1  million,
respectively, as of March 31, 2003.

During the three months ended March 31, 2003, the Company  incurred  expenses of
$245,761 for legal fees to Berkley, Gordon, Levine, Goldstein & Garfinkel,  LLP,
a law firm in which the Executive Vice President of Legal and Corporate  Affairs
of the Company has an equity ownership interest.

The Company's  President and Tax Manager are equity owners in a L.L.  Bradford &
Company, LLC, Certified Public Accounting firm ("L.L. Bradford").  For the three
months  ended March 31,  2003,  $37,500 was paid to L.L.  Bradford  for services

                                       9
<PAGE>
provided to the Company.  During the three  months  ended March 31,  2003,  L.L.
Bradford also assisted in the preparation of the Company's financial reports and
provided bookkeeping services at no charge to the Company.

For the three month periods ended March 31, 2003 and 2002, the Company  recorded
revenues of approximately $27,000 and $33,000, respectively, from its investment
in Fund I as a result of  distributions  declared  during those periods.  Vestin
Mortgage,  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
month periods ended March 31, 2003 and 2002, Vestin Mortgage recorded management
fees from Fund I of approximately $63,000 and $62,000, respectively.

For the three month periods ended March 31, 2003 and 2002, the Company  recorded
revenues of approximately $31,000 and $35,000, respectively, from its investment
in Fund II as a result of  distributions  declared during those periods.  Vestin
Mortgage as the Managing Member is entitled to an annual management fee of up to
0.25% of the aggregate capital  contributions to Fund II. During the three month
periods ended March 31, 2003 and 2002, Vestin Mortgage recorded  management fees
from Fund II approximating $209,000 and $103,000, respectively.

During the three month period ended March 31,  2003,  the Company sold  $478,829
and $2,297,925 in loans to Funds I and II, respectively pursuant to the terms of
the  Operating  Agreements of the Funds which permits the Funds to acquire loans
from the Company if the loans were acquired to facilitate  their  acquisition by
the Funds and  provided  that the price paid by the Funds is no greater than the
Company's cost.

During the three months ended March 31, 2003, the Company  purchased real estate
held for sale of $1.6  million  from Vestin Fund I. No gain or loss was recorded
on this sale.

The  Company  relies  primarily  on Fund I and Fund II as  funding  sources  for
mortgage loans originated.  The Company placed  approximately  $55.4 million and
$84.1 million in mortgage loans in the three month periods ended March 31, 2003,
and  2002,  respectively.  Since the Funds  are the  Company's  primary  funding
source,  it is  expected  that the Funds will  provide  nearly all of the future
disbursements as may be required by the borrowers.

During the three months ended March 31, 2003,  the Company paid  $253,250 to C5,
LLC, a company wholly owned by the Company's Chief Executive Officer pursuant to
an Aircraft  Usage  Agreement.  The  agreement is to allow the Company to use an
airplane  on a  preferred  basis over any other  proposed  user.  The Company is
required to pay a monthly fee based on an hourly rate of $3,000 per hour for the
first 10 hours and  $2,500  per hour for each hour  thereafter.  The  Company is
required  to make a  minimum  monthly  payment  equivalent  to 16 hours of usage
($45,000).

NOTE 4 -- INVESTMENTS IN MORTGAGE LOANS ON REAL ESTATE

Approximately  $495,000  in loans  were  past due with  respect  to  payment  of
interest at March 31, 2003.  The Company has commenced  foreclosure  proceedings
with  respect to such loans.  As of March 31,  2003,  all other  mortgage  loans
payments were current and  performing  according to their terms.  Management has
evaluated  the  collectibility  of the  loans  in  foreclosure  in  light of the
category and dollar amounts of such loans,  adverse  situations  that may affect
the  borrower's  ability  to  repay,  prevailing  economic  conditions  and  the
underlying collateral securing the loan.  Accordingly,  the Company's management
has established a reserve for inherent losses in the portfolio totaling $130,000
based on the Company's  policies and  procedures  regarding the valuation of its
investments in mortgage loans on real estate as a long-term investment.

Loan to value  ratios  are  based  on  appraisals  obtained  at the time of loan
origination  and may not reflect  subsequent  changes in value  estimates.  Such
appraisals are generally dated within 12 months of the date of loan origination.
The appraisals may be for the current estimate of the "as-if developed" value of
the  property,  and  which  approximates  the  post-construction  value  of  the
collateralized  property  assuming  that  such  property  is  developed.   As-if
developed  values on raw land loans or acquisition and  development  loans often
dramatically exceed the immediate sales value and may include anticipated zoning
changes, selection by a purchaser against multiple alternatives,  and successful
development   by  the  purchaser;   upon  which   development  is  dependent  on
availability  of  financing.  As most of the  appraisals  will be prepared on an
as-if developed basis, if a loan goes into default prior to any development of a
project,  the market value of the property  may be  substantially  less than the
appraised value. As a result, there may be less security than anticipated at the
time the loan was  originally  made.  If there is less  security  and a  default
occurs, the Company may not recover the full amount of the loan.

                                       10
<PAGE>
NOTE 5 -- INVESTMENTS IN REAL ESTATE HELD FOR SALE

At March 31, 2003,  the Company had 10 properties  totaling $8.7 million,  which
were acquired  through  foreclosure  and recorded as  investments in real estate
held for  sale  and  secure  specific  payables  as  discussed  in Note 6.  Such
investments  in real estate held for sale are accounted for at the lower of cost
or fair value less costs to sell,  based on  appraisals  and  knowledge of local
market  conditions.  It is not the  Company's  intent  to  invest in or own real
estate  acquired  through  foreclosure.  The  Company  seeks to sell  properties
acquired through foreclosure as quickly as circumstances permit.

<TABLE>
<CAPTION>
                DESCRIPTION                       % OF OWNERSHIP      CARRYING VALUE
                -----------                       --------------      --------------
<S>                                               <C>                 <C>
Raw land in Utah                                        100%            $ 3,824,402
Raw land in Las Vegas, Nevada                           100%                595,860
Raw land in Las Vegas, Nevada                           100%                593,840
72-unit condominium project in Las Vegas, Nevada         87%              1,094,914
Residence in Las Vegas, Nevada                          100%              2,375,429
Other                                                                       170,007
                                                                        -----------
Total                                                                   $ 8,654,452
                                                                        ===========
</TABLE>

NOTE 6 -- LINES OF CREDIT

The Company  maintains a total of $7,000,000  in revolving  lines of credit with
two financial  institutions  specifically  for interim funding of mortgage loans
placed.  As of  March  31,  2003,  the  balance  on one line of  credit  totaled
$5,000,000  which was payable in monthly  installments  of interest  only at the
prime  lending  rate plus an  additional  rate  ranging from 1.0% to 2.0% (prime
lending  rate of 4.25% at March 31,  2003).  The other  line of credit  totaling
$2,000,000  has a floor  interest  rate of 7.5% and a balance of $0 at March 31,
2003.  Both lines of credit expire in June 2003. The Company is in  negotiations
with these  institutions  to renew these  agreements.  These lines of credit are
guaranteed by the Company's Chief Executive Officer and are secured by the deeds
of trust on the property being advanced  against.  The Company complied with all
covenants on these lines of credit as of March 31, 2003.

NOTE 7 -- NOTES PAYABLE

Notes  payable  totaling  $1,495,657  as of  March  31,  2003,  consist  of  the
following:

    Promissory notes totaling  $151,003 to various parties related to foreclosed
    real  estate  properties   (developed   parcels  of  land).  The  notes  are
    collateralized  by the foreclosed  real estate  property.  Since the Company
    acquired the properties through foreclosure, it is not required and does not
    intend to accrue or pay interest on these notes.

    Promissory  notes  totaling   $244,654  to  various  parties  related  to  a
    foreclosed  real  estate  property  (apartment   complex).   The  notes  are
    collateralized  by the foreclosed  real estate  property.  Since the Company
    acquired the properties through foreclosure, it is not required and does not
    intend to accrue or pay interest on these notes.

    Promissory note to a financial  institution totaling $1,100,000 related to a
    residential  real estate property the Company had purchased from Fund I. The
    note is collateralized by the property, at an interest rate of 1.5% over the
    prime  interest rate (4.25% at March 31, 2003)  payable in monthly  interest
    installments and is due on February 1, 2004.

NOTE 8 -- NOTES PAYABLE - RELATED PARTY

Notes payable - related party totaling $3,427,554 as of March 31, 2003, consists
of the following:

    Note payable to a company  solely  owned by the  Company's  Chief  Executive
    Officer totaling  $158,000 related to developed parcels of land. The note is
    collateralized  by the real estate property.  Since the Company acquired the
    properties  through  foreclosure,  it is not required and does not intend to
    accrue or pay interest on this note.

    Note  payable  to an entity  controlled  by the  Company's  Chief  Executive
    Officer totaling $569,061 related to vacant land. The note is collateralized
    by the real estate  property.  Since the  Company  acquired  the  properties
    through foreclosure, it is not required and does not intend to accrue or pay
    interest on this note.

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<PAGE>
    Note payable to entities controlled by the Company's Chief Executive Officer
    totaling  $1,174,367  related to vacant land. The note is  collateralized by
    the real estate property.  Since the Company acquired the properties through
    foreclosure,  it is not  required  and  does not  intend  to  accrue  or pay
    interest on this note.

    Notes  payable to  entities  controlled  by the  Company's  Chief  Executive
    Officer  totaling  $541,901  related to an  apartment  complex.  The note is
    collateralized  by the real estate property.  Since the Company acquired the
    properties  through  foreclosure,  it is not required and does not intend to
    accrue or pay interest on this note.

    Notes payable to entities  controlled by the  Company's  President  totaling
    $260,462 related to an apartment complex.  The note is collateralized by the
    real estate  property.  Since the Company  acquired the  properties  through
    foreclosure,  it is not  required  and  does not  intend  to  accrue  or pay
    interest on this note.

    Note  payable to Fund I totaling  $723,763 as further  discussed in Note 10.
    The note is unsecured,  bears interest at 6%, matures on September 30, 2003,
    and requires five equal monthly payments totaling $147,668  beginning on May
    31, 2003.

NOTE 9 -- DIVIDENDS PAYABLE

In March 2003, the Company declared a cash dividend to preferred stockholders of
approximately $0.08 per share that was paid in April 2003.

NOTE 10 -- EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share exclude the effects of dilution and are computed
by dividing  net income  (loss)  available to common  shareholders  adjusted for
dividends to preferred  shareholders  by the weighted  average  amount of common
stock outstanding for the periods. Diluted earnings (loss) per share reflect the
potential  dilution that may occur if options,  convertible  preferred  stock or
other  contracts to issue stock were  exercised or converted  into common stock.
During the three  months ended March 31,  2003,  basic and diluted  earnings per
share included adjustments for dividends to preferred  shareholders of $226,950.
For the three  months  ended March 31,  2003,  options and  warrants to purchase
2,841,672  shares of common stock were excluded from the  computation of diluted
earnings per share because their effect would be antidilutive.

NOTE 11 -- CAPITAL CONTRIBUTION TO VESTIN FUND I

The Company has elected to  contribute  capital of $1.6 million to Fund I in the
form of an  interest-bearing  amortizing note of $723,763 and the forgiveness of
an  obligation  due from Fund I in the amount of $876,237.  The Company will not
receive  any  additional  units  in  Fund  I in  consideration  of  the  capital
contribution.  As a result, the capital  contribution will increase the existing
members'  capital accounts in Fund I. The amount of the contribution was charged
to current  operating  results  during the three months ended March 31, 2003, as
the Company will not receive additional units for the contribution.

NOTE 12 -- NEW ACCOUNTING PRONOUNCEMENTS

In January  2003,  the FASB  issued  Interpretation  No. 46,  "CONSOLIDATION  OF
VARIABLE  INTEREST  ENTITIES"  ("FIN  46"),  which  addresses  consolidation  by
business  enterprises of variable  interest  entities  ("VIEs").  The accounting
provisions  and  expanded  disclosure  requirements  for VIEs are  effective  at
inception  for VIEs  created  after  January 31,  2003,  and are  effective  for
reporting  periods  beginning  after  June 15,  2003 for VIEs  created  prior to
February  1,  2003.  An entity is  subject  to  consolidation  according  to the
provisions  of FIN 46 if, by design,  either (i) the total equity  investment at
risk is not  sufficient to permit the entity to finance its  activities  without
additional  subordinated  financial  support  from other  parties,  or (ii) as a
group, the holders of the equity investment at risk lack: (a) direct or indirect
ability to make decisions  about an entity's  activities'  (b) the obligation to
absorb  the  expected  losses of the entity if they  occur;  or (c) the right to
receive the expected  residual  returns of the entity if they occur. In general,
FIN 46 will require a VIE to be  consolidated  when an enterprise has a variable
interest that will absorb a majority of the VIE's  expected  losses or receive a
majority of the VIE's expected residual return.  Implementation had no effect on
results of operations  for the first quarter of 2003.  The Company  continues to
evaluate its relationships and interest in entities that may be considered VIEs.
The impact of adopting FIN 46 on the Consolidated  Financial Statements is still
being reviewed.

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<PAGE>
NOTE 13 -- LEGAL PROCEEDINGS

The Company, Vestin Mortgage and Del Mar Mortgage, Inc., ("Del Mar Mortgage"), a
company  wholly owned by Mike Shustek,  the largest  shareholder  and CEO of the
Company,  and various affiliates of the Company are defendants in a civil action
(the  "Action").  On April 10, 2003,  the United States  District  Court for the
District  of Nevada  (the  "Court")  entered a  judgment  in the Action for $5.0
million,  plus  interest  accruing  from March 26, 2003,  jointly and  severally
against the Company,  Vestin Mortgage and Del Mar Mortgage.  Subsequent to April
10, 2003, the Court stayed the execution of the judgment pending the hearing and
ruling on  post-trial  motions  and  accordingly,  the Court did not require the
defendants to post a bond for the judgment. Del Mar Mortgage has indemnified the
Company and Vestin  Mortgage for any losses and expenses in connection  with the
Action. Mr. Shustek has guaranteed the indemnification. If the stay of execution
is  lifted,  Mr.  Shustek  has  agreed to  provide  a bond in the  amount of the
judgment.  In management's  opinion after  consultation with legal counsel,  the
judgment  against the Company and Vestin  Mortgage will be vacated and will have
no effect on the operating results and financial  condition of the Company.  The
defendants are appealing the ruling by the District Court.

The Company and its subsidiaries  are involved in a number of legal  proceedings
concerning  matters  arising in  connection  with the conduct of their  business
activities.  The Company  believes it has meritorious  defenses to each of these
actions and intends to defend them  vigorously.  The Company believes that it is
not a party to, nor are any of its  subsidiaries  the  subject  of, any  pending
legal or arbitration  proceedings  that would have a material  adverse effect on
the  Company's  financial  condition  or results of  operations  or cash  flows,
although it is possible  that the outcome of any such  proceedings  could have a
material impact on the Company's net income in any particular period.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

BACKGROUND

Vestin Group,  Inc.  ("Vestin  Group"),  was incorporated in Delaware on June 2,
1998  under  the name  Sunderland  Acquisition  Corporation.  Vestin  Group is a
holding  company that  conducts all of its  operations  through its wholly owned
subsidiaries.

OVERVIEW

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.

Vestin  Mortgage  serves as the  manager  of  Vestin  Fund I, LLC  (formerly  DM
Mortgage  Investors,  LLC), a Nevada limited liability company ("Fund I"), which
was  organized  to invest in mortgage  loans.  In June 2001,  Fund I completed a
public offering of its units,  raising an aggregate of $100 million. The Company
has also organized  Vestin Fund II, LLC ("Fund II"), a Nevada limited  liability
company  which  invests in mortgage  loans.  Fund II is  currently  conducting a
public  offering of its units  pursuant to a  registration  statement  which was
declared  effective on June 13, 2001.  As of March 31, 2003,  Fund II had raised
approximately  $350 million from the sale of units.  Fund II intends to continue
the  offering  of its units  until the  earlier  of June 2004 or such time as it
raises an aggregate of $500 million.

Vestin  Capital serves as the lead broker dealer on the sale of units for Fund I
and Fund II and also provides administrative  services.  Vestin Capital does not
receive any  commissions  from the sale of units for Fund I and Fund II. Rather,
Vestin Capital  receives an  administrative  fee from Vestin Mortgage related to
the maintenance of investor files.

Fund I and  Fund II  (collectively  referred  to as the  "Funds")  are the  main
funding sources for Vestin Mortgage's  commercial mortgage brokerage activities.
As manager of the Funds,  Vestin  Mortgage  evaluates  prospective  investments,
selects  the  mortgages  in which  they will  invest  and  makes all  investment
decisions for the Funds.  Additionally,  Vestin  Mortgage is responsible for all
administrative  matters such as accounting,  tax and legal  requirements for the
Funds. Vestin Mortgage is entitled to receive 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.  The Company

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<PAGE>
earned management fees for the three months ended March 31, 2003, of $63,000 for
Fund I and  $209,000  for Fund II.  As of  March  31,  2003,  the  Company  owns
approximately  100,000  units  in  Fund  I  and  110,000  units  in  Fund  II as
consideration for expenses paid by the Company to unaffiliated  third parties in
connection with the offering of such units. The Company's  ownership interest in
Funds I and II represent  approximately  1.0% and 0.3% of the outstanding amount
of units, respectively, as of March 31, 2003.

FINANCIAL REVIEW

The following financial review and analysis concerns the financial condition and
results of  operations  of the Company for the three months ended March 31, 2003
and 2002.  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 and in the  Company's  annual  report on Form 10-KSB/A for the year ended
December 31, 2002.

RESULTS OF OPERATIONS

COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002

REVENUE

The Company reported total revenues of approximately  $7.8 million for the three
months ended March 31, 2003, an increase of 56% from  approximately $5.0 million
for the three months ended March 31, 2002.  Approximately  92% of the  Company's
revenue for both periods was derived from its mortgage brokerage operations. The
remaining revenue was principally  generated by interest earned from investments
in  mortgage  loans,  distributions  from  its  investments  in  Fund I and  II,
management  fees earned from Fund I and Fund II, and  interest  earned from bank
depository accounts.  The increase in total revenues is primarily related to the
following:

     o    Although the total dollar  amount of loans placed for the three months
          ended  March  31,  2003  decreased  by $28.7  million  or 34% to $55.4
          million  from $84.1  million for the same period in 2002,  the average
          loan placement fee  percentage  increased to 7.6% for the three months
          ended March 31,  2003 from 3.4% for the same period in 2002  resulting
          in an increase in loan placement revenue of $2.5 million for the three
          months  ended March 31, 2003  compared to the same period in the prior
          year. The decrease in the amount of loans places is primarily  related
          to economic  conditions and a slowdown preceding and during the war in
          Iraq.  The  increase  in  placement  fees is  specific  to one  unique
          circumstance and is not indicative of a trend.
     o    Revenues  related to loan servicing  increased by $0.6 million to $1.6
          million for the three  months  ended  March 31, 2003  compared to $1.0
          million for the same period in 2002. The increase is primarily related
          to a  corresponding  increase  in  the  size  of  the  Company's  loan
          servicing portfolio.
     o    Extension  fee revenues  increased by $0.6 million to $1.1 million for
          the three months ended March 31, 2003 compared to $0.5 million for the
          same period in 2002.
     o    Management  fees earned from the Funds  increased  by $0.1  million to
          $0.3  million for the three  months  ended March 31, 2003  compared to
          $0.2 million for the same period in 2002 mainly due to the increase in
          the size of Fund II.

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.  No
assurances can be given that the Company will be successful in any  geographical
expansion of its operations or that it will be able to mitigate the risk of such
expansion  by  working  with  local  brokers  and  lawyers.   Any   difficulties
encountered by the Company in this regard could  adversely  affect the Company's
results of operations, slow down its expansion plans or result in a reduction of
loan placement fees.

                                       14
<PAGE>
SALES AND MARKETING EXPENSES

Sales and marketing  expenses  primarily  consist of advertising  costs,  public
relations  expenses,  commissions  and  travel  expenses.  Sales  and  marketing
expenses  were  approximately  $4.2  million and $1.5  million,  or 54% and 30%,
respectively,  of the Company's total revenues for the three-month periods ended
March 31, 2003 and 2002,  respectively.  The increase for the first quarter 2003
is primarily related to the following:

     o    Commissions  expense related to loans placed increased by $2.2 million
          to $2.3 million for the three months ended March 31, 2003  compared to
          $0.1 million for the same period in 2002  primarily due to commissions
          of 4% paid out on a $34.0  million loan placed during the three months
          ended March 31, 2003.
     o    Advertising expenses increased by $0.3 million to $1.0 million for the
          three  months  ended March 31, 2003  compared to $0.7  million for the
          same period in 2002 due to the Company's  continued  marketing efforts
          to expand its operations.
     o    Travel  expenses  increased  by $0.2  million to $0.3  million for the
          three  months  ended March 31, 2003  compared to $0.1  million for the
          same period in 2002 mainly due to the Company's  continued  efforts to
          gain nationwide awareness through seminars and trade shows.

GENERAL AND ADMINISTRATIVE EXPENSES

General and  administrative  expenses  included  payroll  and related  expenses,
consultation fees,  professional fees, and general corporate  expenses.  General
and  administrative  expenses of the Company  were $5.2  million or 67% of total
revenues for the first quarter of 2003,  and $2.4 million or 48% of revenues for
the first  quarter of 2002,  an  increase  of $2.8  million  which is  primarily
related to the following:

     o    The Company has elected to contribute  capital of $1.6 million to Fund
          I as  further  discussed  in Note 11 which  resulted  in a  charge  to
          current  earnings  totaling  $1.6  million for the three  months ended
          March 31, 2003. The Company made this capital  contribution to restore
          member  capital  accounts in Fund I. These  capital  accounts had been
          diminished by certain  over-distributions  to members. The Company did
          not receive any new units in Fund I in  consideration  of this capital
          contribution. Fund I is an important funding source for mortgage loans
          placed by the  Company;  accordingly,  management  believe the capital
          contribution is in the best long-term interest of the Company.
     o    Legal fees  increased  by $0.5  million to $0.6  million for the three
          months  ended  March 31, 2003  compared  to $0.1  million for the same
          period in 2002 mainly due to pending  litigation  and certain  complex
          loan placement arrangements.
     o    Payroll  expenses  increased  by $0.2  million to $1.3 million for the
          three  months  ended March 31, 2003  compared to $1.1  million for the
          same period in 2002 due to additional employees. As the Company grows,
          it may need to further increase the number of its employees.
     o    Other general and administrative expense increases generally relate to
          the overall growth of the Company.

The Company  anticipates  that, as the Company's  operations  grow,  general and
administrative  expenses  should  increase  at a more  moderate  rate and should
generally decrease as a percentage of total revenues.  The Company believes that
its  current  management  infrastructure  is  largely  sufficient  to handle the
increasing level of lending activity  resulting from the growth in the Company's
funding sources.

INCOME BEFORE INCOME TAXES

As a result of the foregoing  factors,  results from operations before provision
(benefit) for income taxes  generated a loss of $1.7 million in the three months
ended March 31,  2003 as  compared to income of $0.8  million in the same period
for the previous year.

CRITICAL ACCOUNTING POLICIES

REVENUE RECOGNITION

The  Company  recognizes  revenue  primarily  from  loan  placement  fees,  loan
servicing fees and extension  fees.  Loan placement fees are recorded as revenue
at the close of escrow and reduced by direct loan placement costs on loans which
the Company has not recorded as  investments  in mortgage loans on its financial
statements.  Typically,  deeds of trust related to loans placed are initially in
the Company's name to facilitate the loan  placement  process.  Upon arranging a
funding source for such loans, the deeds of trust are assigned to the respective

                                       15
<PAGE>
investor (i.e., individual investors,  Fund I, and Fund II). Loan servicing fees
are  recorded  as  revenue  when such  services  are  rendered.  Servicing  fees
represent the interest  spread between what is paid to the investor and what the
borrower  pays  for the use of the  money,  which  can vary  from  loan to loan.
Servicing costs  approximate  servicing fees and therefore,  the Company has not
recognized a servicing asset or liability. Extension fees are generally recorded
as revenue at the extension grant date.

Interest  income on  investments  in mortgage loans on real estate is accrued by
the effective  interest method.  The Company does not recognize  interest income
from loans once they are  determined  to be impaired.  A loan is impaired  when,
based on current information and events, it is probable that the Company will be
unable to collect all amounts due according to the contractual terms of the loan
agreement or when the payment of interest is 90 days past due.

INVESTMENTS IN REAL ESTATE HELD FOR SALE

Real estate held for sale includes real estate acquired through  foreclosure and
is carried at the lower of cost or the  property's  estimated  fair value,  less
estimated  costs to sell,  based on  appraisals  and  knowledge  of local market
conditions.

INVESTMENTS IN MORTGAGE LOANS

Investments  in  mortgage  loans  are  secured  by trust  deeds  and  mortgages.
Generally,  all of the Company's  mortgage loans require interest only payments,
either  through  payments or decrease  of an  interest  reserve,  with a balloon
payment  of the  principal  at  maturity.  The  Company  has both the intent and
ability to hold mortgage loans until maturity and therefore,  mortgage loans are
classified  and  accounted for as held for  investment  and are carried at cost.
Loan to value  ratios  are  based  on  appraisals  obtained  at the time of loan
origination  and may not reflect  subsequent  changes in value  estimates.  Such
appraisals are generally dated within 12 months of the date of loan origination.
The appraisals may be for the current estimate of the "as-if developed" value of
the  property,  and  which  approximates  the  post-construction  value  of  the
collateralized  property  assuming  that  such  property  is  developed.   As-if
developed  values on raw land loans or acquisition and  development  loans often
dramatically exceed the immediate sales value and may include anticipated zoning
changes, selection by a purchaser against multiple alternatives,  and successful
development   by  the  purchaser;   upon  which   development  is  dependent  on
availability  of  financing.  As most of the  appraisals  will be prepared on an
as-if developed basis, if a loan goes into default prior to any development of a
project,  the market value of the property  may be  substantially  less than the
appraised value. As a result, there may be less security than anticipated at the
time the loan was  originally  made.  If there is less  security  and a  default
occurs, the Company may not recover the full amount of the loan.

ALLOWANCE FOR LOAN LOSSES

The Company maintains an allowance for loan losses on its investment in mortgage
loans for estimated  credit  impairment in the Company's  investment in mortgage
loans  portfolio.  The  Company's  estimate  of  losses  is based on a number of
factors  including  the  types and  dollar  amounts  of loans in the  portfolio,
adverse situations that may affect the borrower's  ability to repay,  prevailing
economic conditions and the underlying  collateral securing the loan.  Additions
to the allowance  are provided  through a charge to earnings and are based on an
assessment of certain factors including, but not limited to, estimated losses on
the loans. Actual losses on loans are recorded as a charge-off or a reduction to
the  allowance  for loan losses.  Subsequent  recoveries  of amounts  previously
charged off are added back to the allowance.

INCOME TAXES

The Company  accounts for its income  taxes using the  liability  method,  which
requires  recognition of deferred tax assets and  liabilities for the future tax
consequences  attributable to differences  between  carrying amounts of existing
assets  and  liabilities   and  their   respective  tax  bases  and  tax  credit
carryforwards.  Deferred tax assets and  liabilities  are measured using enacted
tax rates  expected  to apply to  taxable  income  in the  years in which  those
temporary  differences  are expected to be  recovered or settled.  The effect on
deferred tax assets and  liabilities  of a change in tax rates is  recognized in
income in the period that includes the enactment date.

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.

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<PAGE>
For the three  months  ended March 31,  2003,  the cash flows used in  operating
activities of the Company  approximated $0.6 million,  compared to cash provided
by operating  activities of $1.4 million during the three months ended March 31,
2002. Cash provided by investing activities approximated $1.3 million during the
three months ended March 31, 2003, compared to cash used in investing activities
of $4.8 million during the same period of the prior year.

The Company has  historically  relied upon cash flow from  operations to provide
for its capital requirements.  During the three months ended March 31, 2003, the
Company generated  positive cash flow of $2.4 million from investing  activities
and believes that cash  generated from  operations,  together with cash and cash
flows from  investments  in  mortgage  loans on real estate on hand at March 31,
2003,  will be  sufficient  to provide for its capital  requirements  to sustain
currently expected loan volumes for at least the next 12 months.

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

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  had  relied  primarily  upon  individual
investors  for this  purpose.  However,  in order to expand  its  business,  the
Company  organized  Fund I and Fund II upon which the Company now depends as its
principal  funding  sources.  Fund I raised $100 million in a public offering of
its units which was  completed  in June 2001.  Fund II is  currently  seeking to
raise $500 million through a public offering of its units. As of March 31, 2003,
Fund II had raised  approximately  $350 million  through the sale of units.  The
Company's  wholly  owned  subsidiary,  Vestin  Mortgage,  is the manager of both
Funds. In addition, the Company is currently  contemplating a public offering of
subordinated notes and the establishment of a new fund which would make mortgage
loans and invest in real estate.  These efforts,  if  successful,  would further
enhance the Company's access to funding sources.

The  Company's  ability to attract  investors  to acquire  interests in mortgage
loans, either directly or through the Funds or through other means, 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 are perceived as being
risky or volatile  and if most fixed rate  investments  do not offer  comparable
yields.

Notwithstanding  the high  historical  yields  generated by its  mortgage  loans
compared to conventional  mortgage lenders,  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 place loans with 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.  The
rate of return paid to members of Fund I has declined in recent months.  If this
decline  continues or if a similar decline is experienced by members of Fund II,
then the  Company's  ability to attract  investors  may be  adversely  affected,
thereby  reducing  the funds  available  to invest  in loans  originated  by the
Company.

The Company  maintains a total of $7,000,000  in revolving  lines of credit with
two financial  institutions  specifically  for interim funding of mortgage loans
placed.  As of  March  31,  2003,  the  balance  on one line of  credit  totaled
$5,000,000  which was payable in monthly  installments  of interest  only at the
prime  lending  rate plus an  additional  rate  ranging from 1.0% to 2.0% (prime
lending  rate of 4.25% at March 31,  2003).  The other lines of credit  totaling
$2,000,000  has a floor  interest  rate of 7.5% and a balance of $0 at March 31,
2003.  Both lines of credit expire in June 2003. The Company is in  negotiations
with these  institutions  to renew these  agreements.  These lines of credit are
guaranteed by the Company's Chief Executive Officer and are secured by the deeds
of trust on the property being advanced  against.  The Company was in compliance
with all covenants on these lines of credit as of March 31, 2003.

The  Company  from time to time  considers  additional  funding  sources for its
mortgage  brokerage  operations  including new and/or expanded credit facilities
and securitization arrangements.  The Company has no current commitments in this
regard,  and there can be no  assurance  that the Company will be able to obtain
any additional financing.

                                       17
<PAGE>
An intercreditor agreement provides the Company an additional funding source for
mortgage loans whereby a third party investor (the  "Investor")  may participate
in certain  mortgage loans with the Company,  Fund I, and Fund II  (collectively
the "Lead Lenders"). In the event of borrower non-performance, the intercreditor
agreement  gives the Lead  Lenders the right to either (i)  continue to remit to
the Investor the interest due on the participated  loan amount;  (ii) substitute
an  alternative  loan  acceptable  to the  Investor;  or  (iii)  repurchase  the
participated  loan amount from the  Investor  for the  outstanding  balance plus
accrued interest.

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 or works with mortgage  brokers
primarily in areas in which Vestin Mortgage has  substantial  experience such as
Arizona,  California,  Nevada, Texas, and Hawaii. Depending on the market and on
the  Company's  performance,   it  plans  to  expand  the  Company's  operations
throughout the United States.  However,  Vestin Mortgage has limited  experience
outside of certain  western  states.  Real  estate  markets  vary  greatly  from
location to location.  Vestin  Mortgage's  limited  experience in most U.S. real
estate markets may impact its ability to make prudent  investment  decisions and
may delay the loan approval process.  This delay could have a material impact on
the  Company's   competitive   advantage  of  providing  fast  loan   approvals.
Accordingly,  Vestin Mortgage plans to utilize  independent real estate advisors
located in markets where Vestin Mortgage lacks experience for consultation prior
to making  investment  decisions.  No assurance  can be given such advisors will
provide effective assistance to the Company.

DEPENDENCE ON KEY PERSONNEL

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

                                       18
<PAGE>
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.  As a result, loans arranged by the Company and loans
in which the  Company  may invest may suffer  from a higher  rate of defaults as
compared to loans arranged by more conventional lenders. The Company attempts to
mitigate this risk by insisting  upon lower loan to value  ratios.  Nonetheless,
the  Company's  future  results  of  operations  may be  adversely  affected  by
defaulting   borrowers  and  the  attendant  risk  and  expense  of  foreclosure
proceedings.  Additionally,  loan to value  ratios  may be  calculated  using an
"as-if developed" appraisal, the values of which can dramatically change.

RISKS OF INTEREST RATE CHANGES

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 0.75% to 3%
from the  then-current  rate on the  loan.  This  creates  three  risks  for the
Company:

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

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

(iii) If,  at a time of  relatively  low  interest  rates,  a  borrower  prepays
obligations  that have a higher interest rate from an earlier period,  investors
will likely not be able to reinvest  the funds in mortgage  loans  earning  that
higher rate of interest.  In the absence of a prepayment fee, the investors will
receive  neither  the  anticipated   revenue  stream  at  the  higher  rate  nor
compensation  for their loss.  This in turn could harm the Company's  reputation
and may make it more difficult for the Company to attract  investors  willing to
acquire interests in mortgage loans.

COMPETITION FOR FUNDS

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

COMPETITION FOR BORROWERS

The Company  considers  its  competitors  for  borrowers to be the  providers of
non-conventional   mortgage  loans,  that  is,  lenders  who  offer  short-term,
equity-based loans on an expedited basis for slightly higher fees and rates than
those charged by  conventional  lenders.  To a lesser  extent,  the Company also
competes with conventional mortgage lenders and mortgage loan investors, such as
commercial  banks,  thrifts,  conduit  lenders,  insurance  companies,  mortgage
brokers,  pension funds and other financial institutions that offer conventional
mortgage loans.  Many of the companies  against which the Company  competes have
substantially greater financial, technical and other resources than the Company.

                                       19
<PAGE>
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.

ITEM 3. CONTROLS AND PROCEDURES.

The Company has evaluated the  effectiveness  of the design and operation of its
disclosure  controls  and  procedures  as of a date  within 90 days prior to the
filing of this quarterly  report on Form 10-QSB (the  "Evaluation  Date").  Such
evaluation was conducted under the supervision and with the participation of the
Company's  Chief  Executive  Officer  ("CEO")  and its Chief  Financial  Officer
("CFO").  Based upon such  evaluation,  the Company's CEO and CFO have concluded
that,  as  of  the  Evaluation  Date,  the  Company's  disclosure  controls  and
procedures  were  effective.  There  have  been no  significant  changes  in the
Company's  internal  controls or other factors that could  significantly  affect
these controls subsequent to the date of their most recent evaluation.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Other  than as noted  below,  there have been no  material  changes in the legal
proceedings  reported by the Company in its Annual  Report on Form  10-KSB/A for
the year ended December 31, 2002.

The Company, Vestin Mortgage and Del Mar Mortgage, Inc., ("Del Mar Mortgage"), a
company  wholly owned by Mike Shustek,  the largest  shareholder  and CEO of the
Company,  and various affiliates of the Company are defendants in a civil action
(the  "Action").  On April 10, 2003,  the United States  District  Court for the
District  of Nevada  (the  "Court")  entered a  judgment  in the Action for $5.0
million,  plus  interest  accruing  from March 26, 2003,  jointly and  severally
against the Company,  Vestin Mortgage and Del Mar Mortgage.  Subsequent to April
10, 2003, the Court stayed the execution of the judgment pending the hearing and
ruling on  post-trial  motions  and  accordingly,  the Court did not require the
defendants to post a bond for the judgment. Del Mar Mortgage has indemnified the
Company and Vestin  Mortgage for any losses and expenses in connection  with the
Action. Mr. Shustek has guaranteed the indemnification. If the stay of execution
is  lifted,  Mr.  Shustek  has  agreed to  provide  a bond in the  amount of the
judgment.  In management's  opinion after  consultation with legal counsel,  the
judgment  against  the Company  and Vestin  Mortgage  will be vacated and is not
expected  to  have a  material  adverse  effect  on the  operating  results  and
financial  condition of the Company.  The defendants are appealing the ruling by
the District Court.

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

                                       20
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

<TABLE>
<CAPTION>
    EXHIBIT                                                                     PAGE NUMBER/
     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 DM Mortgage Investors, LLC, dated as of
                    November 2, 2000

      99.1          Certification Pursuant to U.S.C. 18 Section 1350                 21
</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.

                                       21
<PAGE>
(b) Reports on Form 8-K

Current Reports on Form 8-K filed with the Commission on April 25, 2002 and June
4, 2002, which report the following items:

(i) Item 4 -- Changes in Registrant's Certifying Accountant; and

(ii) Item 7 -- Exhibits.

Current  Report on Form 8-K filed with the  Commission on April 16, 2003,  which
report the following item:

(i) Item 5 - Other Events and Regulation FD Disclosure

                                       22
<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
Date: May 15, 2003

By: /s/ John Alderfer
John Alderfer, Chief Financial Officer
Date: May 15, 2003

                                       23
<PAGE>
                                 CERTIFICATIONS

I, Michael V. Shustek,  as the Chief  Executive  Officer of Vestin Group,  Inc.,
certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Vestin Group, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: May 15, 2003

/s/ Michael V. Shustek
---------------------------
Michael V. Shustek
Chief Executive Officer
Vestin Group, Inc.

                                       24
<PAGE>
                                 CERTIFICATIONS

I, John Alderfer,  as the Chief Financial Officer of Vestin Group, Inc., certify
that:

1.   I have reviewed this quarterly report on Form 10-QSB of Vestin Group, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: May 15, 2003

John Alderfer
---------------------------
John Alderfer
Chief Financial Officer
Vestin Group, Inc.

                                       25