<PAGE>   1

                    U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A
                                 Amendment No. 1

                                   (MARK ONE)

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

                         FOR THE QUARTERLY PERIOD ENDED
                               SEPTEMBER 30, 2000

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

          FOR THE TRANSITION PERIOD FROM _____________ TO _____________

                        COMMISSION FILE NUMBER 000-24803

                       VESTIN GROUP, INC. AND SUBSIDIARIES
               (FORMERLY SUNDERLAND CORPORATION AND SUBSIDIARIES)
--------------------------------------------------------------------------------
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

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

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

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes [X]  No [ ]

Number of shares outstanding of each of the issuer's classes of common equity,
as of October 31, 2000:

Common      6,989,270

<PAGE>   2

Introductory Note

This amendment on the Form 10-QSB for the quarterly period ended September 30,
2000 is filed to reflect the rescission of the acquisition of Mortgage Source
Inc., a Nevada corporation ("Mortgage Source"), and the removal of Mortgage
Source assets and results of operations from the financial statements of Vestin
Group, Inc.

<PAGE>   3


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

                                      INDEX



PART I        FINANCIAL INFORMATION

<TABLE>
<CAPTION>
Item 1.       Financial Statements                                      Page No.
                                                                        --------
<S>                                                                     <C>
              Consolidated Balance Sheet                                   1
              Consolidated Statements of Operations                        2
              Consolidated Statements of Cash Flows                        3
              Notes to Consolidated Financial Statements                   4

Item 2.       Management's Discussions and Analysis                        5

PART II       OTHER INFORMATION

Item 1.       Legal Proceedings                                            9

Item 2.       Changes in Securities and Use of Proceeds                    9

Item 3.       Defaults Upon Senior Securities                              9

Item 4.       Submission of Matters to a Vote of Security Holders          9

Item 5.       Other Information                                            9

Item 6.       Exhibits and Reports on Form 8-K                             9

SIGNATURES                                                                 9
</TABLE>

<PAGE>   4

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

                                     ASSETS

<TABLE>
<CAPTION>
                                                                        September 30,
                                                                             2000
                                                                        -------------
<S>                                                                     <C>
Assets
   Cash                                                                  $   886,206
   Accounts receivable                                                     2,000,722
   Due from stockholder                                                      508,569
   Due from affiliate                                                        173,799
   Notes receivable-related party                                            101,770
   Notes receivable                                                          411,150
   Investments in marketable securities                                      149,382
   Investment in real estate held for sale                                 1,306,901
   Investments in mortgage loans on real estate                            5,176,400
   Other investments                                                         992,750
   Deferred tax asset                                                         27,540
   Property and equipment, net                                               161,290
   Other assets, net                                                          79,904
                                                                         -----------
     Total assets                                                        $11,976,383
                                                                         ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
   Accounts payable                                                      $   374,734
   Accrued expenses                                                          134,577
   Income taxes payable                                                    1,699,968
   Due to related party                                                       46,845
   Note payable                                                            1,293,411
   Lines of credit                                                            44,135
                                                                         -----------
     Total liabilities                                                     3,593,670

Commitments and contingencies                                                     --

Stockholders' equity
   Preferred stock, $.0001 par value; 20 million shares authorized;
      no shares issued                                                            --
   Common stock, $.0001 par value; 100 million shares authorized;
     6,989,270 shares issued and outstanding                                     699
   Additional paid-in capital                                              2,146,066
   Retained earnings                                                       6,235,948
                                                                         -----------
     Total stockholders' equity                                            8,382,713
                                                                         -----------
Total liabilities and stockholders' equity                               $11,976,383
                                                                         ===========
</TABLE>


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                       1
<PAGE>   5

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

<TABLE>
<CAPTION>
                                                               Three Months Ended                 Nine Months Ended
                                                                  September 30,                     September 30,
                                                           ----------------------------      ----------------------------
                                                              2000             1999             2000             1999
                                                           -----------      -----------      -----------      -----------
<S>                                                        <C>              <C>              <C>              <C>
Revenues
   Revenues from lending services and income investments   $ 3,650,141      $ 2,959,871      $10,028,790      $ 7,903,693
   Revenue from financial services                             397,915          222,537        1,486,499        1,014,051
   Interest income                                             253,106          126,952          533,325          298,102
   Other income                                                 21,709               --           13,514               --
                                                           -----------      -----------      -----------      -----------
      Total revenues                                         4,322,871        3,309,360       12,062,128        9,215,846

Operating expenses
   Sales and marketing                                         159,426          501,204        1,016,138        1,814,905
   General and administrative                                2,517,408        1,488,587        5,860,423        3,557,881
                                                           -----------      -----------      -----------      -----------
      Total operating expenses                               2,676,834        1,989,791        6,876,561        5,372,786

Income before provision for income taxes                     1,646,037        1,319,569        5,185,567        3,843,060

Provision for income taxes                                     559,652          448,653        1,763,093        1,306,640
                                                           -----------      -----------      -----------      -----------
Net income                                                 $ 1,086,385      $   870,916      $ 3,422,474      $ 2,536,420
                                                           ===========      ===========      ===========      ===========
Basic and fully diluted earnings per
   common share                                            $      0.16      $      0.12      $      0.49      $      0.36
                                                           ===========      ===========      ===========      ===========
Weighted average number of common
   shares used in per share calculation                      6,989,270        6,989,270        6,989,270        6,989,270
                                                           ===========      ===========      ===========      ===========
</TABLE>


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                       2
<PAGE>   6

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

<TABLE>
<CAPTION>
                                                             Nine Months Ended
                                                               September 30,
                                                       -----------------------------
                                                          2000              1999
                                                       -----------       -----------
<S>                                                 <C>               <C>
Cash flows from operating activities:
Net income                                             $ 3,422,474       $ 2,536,420
Adjustments to reconcile net income to
   net cash provided by operating activities:
   Depreciation and amortization                            37,436            12,817
   Unrealized loss on investment in
      marketable securities                                 85,567                --
   Changes in operating assets and liabilities:
   Increase in accounts receivable                        (843,675)         (324,540)
   Increase in other assets                                (72,209)         (434,543)
   Increase in due from shareholder and affiliate         (682,368)         (307,699)
   Increase (decrease) in accounts payable and
      accrued expenses                                      53,069           (86,133)
   Decrease in due to related party                       (222,796)               --
   Increase in income taxes payable                        963,093         1,306,640
                                                       -----------       -----------
         Net cash provided by operating activities       2,740,591         2,702,962
                                                       -----------       -----------

Cash flows from investing activities:
   Cash outlay for property and equipment                  (79,443)          (32,916)
   Increase in notes receivable                            (88,150)               --
   Net purchase of investments                            (773,283)       (1,500,813)
                                                       -----------       -----------
         Net cash used by investing activities            (940,876)       (1,533,729)
                                                       -----------       -----------

Cash flows from financing activities:
   Distribution to the stockholders                        (60,817)       (1,951,199)
   Stockholder contributions                                    --            62,000
   Payments received on stockholder loan                        --           535,646
   Payments on capital lease obligations                        --           (17,821)
   Net advances (payments) on notes payable
      and lines of credit                               (1,962,145)           11,808
                                                       -----------       -----------
         Net cash used by financing activities          (2,022,962)       (1,359,566)
                                                       -----------       -----------

   Net decrease in cash                                   (223,247)         (190,333)
   Cash - beginning balance                              1,109,453           502,807
                                                       -----------       -----------

   Cash - ending balance                               $   886,206       $   312,474
                                                       ===========       ===========
</TABLE>

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES:

On March 15, 2000, 10,300 shares of common stock were issued to acquire all of
the outstanding shares of DM Financial Services, Inc.

On March 31, 2000, 800,000 shares of common stock were issued to acquire all of
the outstanding shares of L.L. Bradford & Company.

On January 31, 2000, 17,700 shares of common stock were issued to acquire all of
the outstanding shares of DM Mortgage Advisors, Inc.


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                       3
<PAGE>   7

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

NOTE 1 -- BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared in
accordance with Securities and Exchange Commission requirements for interim
financial statements. Therefore, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. The financial statements should be read in conjunction
with the Form 10-KSB/A for the year ended December 31, 1999 of Vestin Group,
Inc. ("Vestin" or "the Company").

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

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

NOTE 2 -- DM MORTGAGE INVESTORS, LLC

In August 2000, the Securities Exchange Commissions (SEC), declared effective
the registration statement of DM Mortgage Investors, LLC (the "Fund") under
which it will offer up to 10,000,000 units at $10 per unit. The Fund will invest
in mortgage loans secured by real property. Vestin Mortgage, Inc. a subsidiary
of the Company is the Managing Member of the fund. As of September 30, 2000,
Vestin's investment in the fund totaled $788,370 which is included as other
investments totaling $1,094,520. Vestin Mortgage, Inc., as the Managing Member,
is entitled to an annual management fee of up to 0.25% of the aggregate capital
contributions to the Fund which will be paid by the Fund. Vestin Mortgage, Inc.
has elected to waive such fee for the three months ended September 30, 2000.

NOTE 3 -- DUE FROM STOCKHOLDER

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

NOTE 5 -- RECENT ACCOUNTING PRONOUNCEMENTS

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

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


                                       4
<PAGE>   8

PART I FINANCIAL INFORMATION (CONTINUED)

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

The following information should be read in conjunction with the consolidated
financial statements and the accompanying notes thereto included in Item 1 of
this Quarterly Report, the Form 8-K/A filed on June 13, 2000, and the form
10-KSB/A for the year ended December 31, 1999 of Vestin Group, Inc. This
amendment on the Form 10-QSB for the quarterly period ended September 30, 2000
is filed to reflect the rescission of the acquisition of Mortgage Source Inc., a
Nevada corporation ("Mortgage Source"), and the removal of Mortgage Source
assets and results of operations from the financial statements of Vestin Group,
Inc.


FORWARD LOOKING STATEMENTS

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

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

COMPANY OVERVIEW

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

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

        LENDING/INCOME INVESTMENTS

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


                                       5
<PAGE>   9

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

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

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

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

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

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

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

        FINANCIAL SERVICES

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

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

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

        INTERNET SERVICES

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


                                       6
<PAGE>   10

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                         Three Months Ended                             Nine Months Ended
                                            September 30,                                  September 30,
                                     ---------------------------     Percentage     ----------------------------
                                        2000              1999       Increases         2000              1999       Increases
                                     ----------        ---------     ----------     ----------        ----------    ---------
<S>                                  <C>               <C>           <C>            <C>               <C>           <C>
Total revenues                       $    4,323        $    3,309        31%        $   12,062        $    9,216        31%
Total expenses                       $    2,677        $    1,990        35%        $    6,877        $    5,373        28%
Net income                           $    1,086        $      871        25%        $    3,422        $    2,536        35%

Earnings per share:
      Basic and diluted              $     0.16        $     0.12        33%        $     0.49        $     0.36        36%
      Weighted average number
        of common shares              6,989,270         6,989,270        --          6,989,270         6,989,270        --
</TABLE>

Net Income. For the third quarter of 2000, net income increased $0.2 million, or
25%, to $1.1 million from $.9 million for the third quarter of 1999. Basic and
fully diluted earnings per common share increased to $.16 compared to $.12 per
share for the third quarter of 1999 on average common shares of 6,989,270 for
both periods.

For the nine months ended September 30, 2000, net income increased $.9 million,
or 35%, to $3.4 million from $2.5 million for the nine months ended September
30, 1999. Basic and fully diluted earnings per common share increased to $.49
compared to $.36 for the nine months ended September 30, 1999.

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

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

Total Revenues. For the third quarter of 2000, total revenues increased $1.0
million, or 31%, to $4.3 million from $3.3 million for the third quarter of
1999. Growth in total revenues primarily resulted from increased loan
origination fees from the Company's lending services division in the third
quarter of 2000, as a result of increased origination rates. The average loan
origination fee approximated 5% for the third quarter ended September 30, 2000
as compared to 3.6% for the third quarter of 1999.

For the nine months ended September 30, 2000, total revenues increased $2.8
million, or 31%, to $12.1 million from $9.2 million for nine months ended
September 30, 1999. Growth in total revenues primarily resulted from increased
loan origination fees from the Company's lending services division and increased
loan volume by approximately $13.0 million, or 10%, to $144.7 million from
$131.7 million for the nine months ended September 30, 1999.

Total Expenses. For the third quarter of 2000, total expenses increased $0.7
million or 35% as compared to the third quarter of 1999. For the nine months
ended September 30, 2000, total expenses increased $1.5 million, or 28%, to $6.9
million from $5.4 million for the nine months ended September 30, 1999. The
increase in total expenses in both periods is primarily related to advertising
costs paid in connection with DM Mortgage Investors, LLC and an increase on
general operating expenses as a result of increased revenues.


                                       7
<PAGE>   11

CAPITAL AND LIQUIDITY

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

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

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

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

During each of the nine months ended September 30, 2000 and 1999, cash flows
provided by operating activities approximated $2.7 million. Investing activities
consisted primarily of the purchase of real estate collateralized investments in
the amount of $.8 million and an increase in notes receivable of approximately
$0.1 million. Financing activities consisted primarily of payments on lines of
credit of approximately $2.0 million.

At September 30, 2000, Vestin had $.9 million of cash and $12.0 million in total
assets. On the same date, total liabilities were $3.6 million. Accordingly,
Vestin appears to have sufficient working capital to meet its operating needs in
the near term without the need for additional external financing.


                                       8
<PAGE>   12

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable

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

Not Applicable

ITEM 5. OTHER INFORMATION

Not Applicable

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

None


                                   SIGNATURES

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

                           VESTIN GROUP, INC.

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

                           Date: March 31, 2001






                                       9