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
                                  JUNE 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 June 30, 2000:

Common 6,989,270


<PAGE>

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

                                      INDEX

PART I FINANCIAL INFORMATION

Item 1. Financial Statements                                      Page No.
                                                                  --------

        Consolidated  Balance  Sheets as of June 30, 2000
          and December 31, 1999 (unaudited)                           1
        Consolidated Statements of Operations for the
          three months and six months ended June 30, 2000
          and 1999 (unaudited)                                        2
        Consolidated Statements of Cash Flows for the
          three months and six months ended June 30, 2000
          and 1999 (unaudited)                                        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                              10

SIGNATURES                                                            10

<PAGE>

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

                                     ASSETS

<TABLE>
<CAPTION>
                                                                June 30,             December 31,
                                                                  2000                  1999
                                                               (Unaudited)            (Audited)
                                                               -----------           ------------
<S>                                                             <C>                   <C>
Assets
   Cash                                                         $ 1,415,942           $ 1,109,454
   Accounts receivable                                            1,484,828             1,157,047
   Due from stockholder                                             207,915                    --
   Notes receivable                                               1,249,210               323,000
   Investments in marketable securities                             621,043               114,949
   Investment in real estate held for sale                        1,306,901             1,293,194
   Investments in mortgage loans on real estate                   3,893,579             5,516,244
   Deferred tax asset                                                27,542                27,542
   Property and equipment, net                                      133,293               107,988
   Other assets, net                                                403,062               134,089
                                                                -----------           -----------
     Total assets                                               $10,743,315           $ 9,783,507
                                                                ===========           ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
   Accounts payable                                             $   190,002           $  250,765
   Accrued expenses                                                 164,580              205,477
   Income taxes payable                                           1,743,472              736,875
   Due to related party                                                  --              269,641
   Note payable                                                   1,284,339            1,290,000
   Lines of credit                                                   57,684            1,985,564
   Obligations under capital leases                                      --               24,127
                                                                -----------           ----------
     Total liabilities                                            3,440,077            4,762,449

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                  699
  Additional paid-in capital                                      2,206,879            1,739,427
  Retained earnings                                               5,095,660            3,280,932
                                                                -----------           ----------
   Total stockholders' equity                                     7,303,238            5,021,058
                                                                -----------           ----------
   Total liabilities and stockholders' equity                   $10,743,315           $9,783,507
                                                                ===========           ==========
</TABLE>


                 See Accompanying Notes to Financial Statements


                                       1
<PAGE>


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

<TABLE>
<CAPTION>

                                                          Three Months Ended                     Six Months Ended
                                                               June 30,                              June 30,
                                                     ---------------------------            ---------------------------
                                                        2000             1999                 2000              1999
                                                     ----------       ----------            ----------       ----------
<S>                                                  <C>              <C>                   <C>              <C>
Revenues
  Revenues from lending services and
    income investments                               $3,643,151       $3,336,267            $6,368,454       $4,941,094
  Revenue from financial services                       586,968          365,888             1,084,403          794,243
  Interest income                                       164,386          143,504               282,218          171,149
  Other income                                               --               --                 4,182               --
                                                     ----------       ----------            ----------       ----------

    Total revenues                                    4,394,505        3,845,659             7,739,257        5,906,486

Operating expenses
  Sales and marketing                                    282,262       1,080,740               853,028        1,309,638
  General and administrative                           1,835,306       1,025,537             3,337,414        2,173,356
                                                      ----------      ----------            ----------       ----------
    Total operating expenses                           2,117,568       2,106,277             4,190,442        3,482,994

Income Before Provision for Income Taxes               2,276,937       1,739,382             3,548,815        2,423,492

Provision for Income Taxes                               774,159         591,390             1,206,597          823,987
                                                      ----------      ----------            ----------       ----------
Net income                                            $1,502,778      $1,147,992            $2,342,218       $1,599,505
                                                      ==========      ==========            ==========       ==========

Basic and fully diluted earnings per
  common share                                        $     0.22      $     0.16            $     0.34       $     0.23
                                                      ==========      ==========            ==========       ==========

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>


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


<TABLE>
<CAPTION>
                                                       Three Months Ended                  Six Months Ended
                                                            June 30,                           June 30,
                                                 -------------------------------     -----------------------------
                                                     2000                1999           2000               1999
                                                 ----------           ----------     ----------         ----------
<S>                                              <C>                  <C>             <C>               <C>
Cash flows from operating activities:
  Net income                                     $1,502,778           $1,147,992      $2,342,218        $1,599,505
  Adjustments to reconcile net income to
    net cash provided by operating activities:
     Depreciation and amortization                   10,460                5,707         19,163             11,378
  Changes in operating assets and liabilities:
     Decrease (increase) in accounts receivable     255,785             (498,153)      (327,781)          (537,435)
     Decrease (increase) in other assets           (192,959)               6,541       (272,507)                21
     Increase in due from stockholder              (239,749)            (176,631)      (207,915)          (176,631)
     Increase (decrease) in accounts payable and
       accrued expenses                             160,191             (228,521)      (101,666)          (389,260)
     Decrease in due to related party               (54,675)                  --       (269,641)                --
     Increase in income taxes payable               774,730              591,437      1,006,597            823,987
                                                 ----------           ----------     ----------         ----------

     Net cash provided by operating activities    2,216,561              848,372      2,188,468          1,331,565
                                                 ----------           ----------     ----------         ----------

Cash flows from investing activities:
    Cash outlay for property and equipment          (26,096)              (9,333)       (40,934)           (23,727)
    Increase in notes receivable                   (957,113)                  --       (926,210)                --
    Net proceeds (purchases) from investments       534,316             (571,225)     1,102,864           (142,875)
                                                 ----------           ----------     ----------         ----------
    Net cash provided (used) by
      investing activities                         (448,893)            (580,558)       135,720           (166,602)
                                                 ----------           ----------     ----------         ----------

Cash flows from financing activities:
  Distribution to the stockholders                       --           (1,193,304)       (60,032)       (1,891,998)
  Stockholder contributions                              --               12,000             --            12,000
  Payments received on stockholder loan                  --              535,646             --           535,646
  Payments on capital lease obligations                  --              (16,824)            --           (17,821)
  Advances (payments) on notes payable
    and lines of credit                          (1,018,557)              23,520     (1,957,668)           22,558
                                                 ----------           ----------     ----------         ----------

  Net cash used by financing activities          (1,018,557)            (638,962)    (2,017,700)       (1,339,615)
                                                 ----------           ----------     ----------         ----------

  Net change in cash                                749,111             (371,148)       306,488          (174,652)

  Cash-beginning balance                            666,831              699,303      1,109,454           502,807
                                                 ----------           ----------     ----------         ----------

  Cash-ending balance                            $1,415,942           $  328,155     $1,415,942         $  328,155
                                                 ==========           ==========     ==========         ===========
</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>


                               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").

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 - COMPANY NAME CHANGE

On  June  23,  2000,  shareholders  approved  the  Company's  name  change  from
Sunderland  Corporation to Vestin Group, Inc. to become effective immediately on
that date.

NOTE 3 - DUE FROM STOCKHOLDER

As of June 30, 2000, due from  stockholder of $207,915  consist of advances made
to an officer and director of the Company.  Due from stockholder is non-interest
bearing and due on demand.

NOTE 4 - LINE OF CREDIT

In June 2000, the Company secured an additional $3,000,000 line of credit with a
financial  institution.  As of June 30, 2000, no amounts have been drawn on this
additional  line of  credit.  The line of  credit,  which is  guaranteed  by the
Company's majority shareholder and secured by various promissory notes and deeds
of trust,  is payable  in monthly  installments  of  interest  only at the prime
lending rate plus 1.0% (9.5% at June 30, 2000) and expires on June 12, 2001.

NOTE 5 - LETTER OF INTENT

In June 2000, the Company entered into a letter of intent for the acquisition of
Mortgage  Source,  Inc.  (MSI),  a Las Vegas based  mortgage  company  currently
licensed in 13 states.  The Company is currently in  negotiations  for shares of
its common stock to be issued in exchange for one hundred  percent (100%) of the
issued and outstanding shares of MSI.

The purchase  price of MSI will be based on the MSI  stockholder's  equity as at
the  closing  date of the  proposed  transaction  plus a  multiple  of  adjusted
earnings before taxes.

NOTE 6 - STOCK OPTION PLAN

The Company's stockholders have approved the adoption of a stock option plan for
the benefit of its eligible employees,  consultants, officers and directors. The
plan, effective August 1, 2000, allows for the 600,000 shares of common stock to
be issued upon exercise of stock options.


                                       4
<PAGE>


PART I FINANCIAL INFORMATION (continued)

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

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

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 six months  ended June 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 throughout United States. In the past, the Company's principal business
activity has been  offering an Income  Investment to private  investors  arising
from the origination of 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.

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

     Lending/Income Investments

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

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

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

        (i)   Loan origination fees ranging from 2-4% of the loan
        (ii)  Administrative fees on the loans it originates, and


                                       5
<PAGE>


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

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

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

The Company is in the process of acquiring 100% of the stock of Mortgage Source,
Inc.  (MSI) in exchange for a  to-be-determined  amount of the Company's  common
stock.  MSI is a Las Vegas based  mortgage  company that  performs  conventional
residential lending and is licensed in 13 states. The proposed  acquisition will
significantly  increase  the  Company's  range of  products  and  services.  MSI
completed more than $65 million in residential home loans in 1999. It intends to
be licensed in all 50 states and is seeking to open  offices in Utah,  Idaho and
two additional locations in Nevada by year-end.  In addition to their conforming
home loans,  MSI specializes in zero-down  mortgages and second chance loans for
consumers with average credit. MSI generates 10 percent of its loans through its
website, www.ezlend.com.

Financial Services

The Company is rapidly  expanding  its  financial  services  division to provide
clients  with  multiple  products  through  various  resources  available to the
Company. Collectively, the products and services will 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 to 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 40
states,  and is currently in the process of being registered in the remaining 10
states,  which  process  is likely to be  completed  by the end of 2000.  Vestin
Capital,  Inc.  will provide  various  insurance and mutual fund products to the
Company's  clients.  In addition,  Vestin Mortgage is the manager of DM Mortgage
Investors,  LLC,  which will invest in mortgage  loans secured by commercial and
residential  real  property,   primarily  in  Nevada,   Arizona  and  California
(including properties under construction). In March 2000, DM Mortgage Investors,
LLC filed a form S-11 with the Securities  and Exchange  Commission for an offer
and sale of 100,000,000 units for $1.00 per unit.

Internet services

The Company has recently established a new subsidiary, Vestinet, to serve as its
Internet  Financial  Services  Group.  The Company is currently  negotiating two
Internet-related  agreements to provide  financial related type services via the
internet.


                                       6
<PAGE>


RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                       Three Months Ended                            Six Months Ended
                                           June 30,                                      June 30,
                                  -------------------------      Percentage     -------------------------      Percentage
                                      2000           1999        Increases          2000         1999           Increases
                                  -------------------------      ----------     -------------------------      ----------
<S>                               <C>            <C>                 <C>        <C>           <C>                  <C>
Total revenues                    $    4,395     $    3,846          14%        $    7,739    $     5,906          31%
Total expenses                    $    2,117     $    2,106          --%        $    4,190    $     3,483          20%
Net income                        $    1,503     $    1,148          31%        $    2,342    $     1,600          46%

Earnings per share:
  Basic and diluted               $     0.22     $     0.16          38%        $     0.34     $     0.23          48%
  Weighted average number
    of common shares               6,989,270      6,989,270          --          6,989,270      6,989,270           --
</TABLE>

Net Income.  For the second quarter of 2000, net income  increased $0.4 million,
or 31%, to $1.5 million from $1.1 million for the second quarter of 1999.  Basic
and fully diluted  earnings per common share  increased to $.22 compared to $.16
per share for the second  quarter of 1999 on average  common shares of 6,989,270
for both periods.

For the six months ended June 30, 2000, net income  increased  $0.7 million,  or
46%, to $2.3  million  from $1.6 million for the six months ended June 30, 1999.
Basic and fully diluted  earnings per common share increased to $.34 compared to
$.23 for the six months ended June 30, 1999.

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 second quarter of 2000,  total revenues  increased $0.5
million,  or 14%, to $4.4 million  from $3.8  million for the second  quarter of
1999.  Growth  in  total  revenues   primarily   resulted  from  increased  loan
origination  fees from the  Company's  lending  services  division in the second
quarter of 2000, as a result of increased  origination  rates and loan volume by
approximately $29.2 million, or 67%, to $72.8 million from $43.6 million for the
second quarter of 1999.

For the six months ended June 30, 2000,  total revenues  increased $1.8 million,
or 31%, to $7.7  million  from $5.9  million for six months ended June 30, 1999.
Growth in total revenues primarily resulted from increased loan origination fees
from the Company's lending services division in the first six months of 2000, as
a result of the increased loan volume by approximately $33.5 million, or 49%, to
$101.9 million from $68.4 million for the six months ended June 30, 1999.

Total  Expenses.  For the second quarter of 2000,  total expenses  increased $11
thousand  as compared to the second  quarter of 1999.  For the six months  ended
June 30, 2000,  total expenses  increased $0.7 million,  or 20%, to $4.2 million
from $3.5  million  for the six months  ended June 30,  1999.  Increase in total
expenses  primarily  related to marketing  fees paid as a result of a transition
agreement  consummated in the second  quarter of 1999. The transition  agreement
expired in April of second quarter of 2000.


                                       7
<PAGE>


CAPITAL AND LIQUIDITY

Liquidity  is  a  measure  of  a  company's   ability  to  meet  potential  cash
requirements,  including ongoing  commitments to fund lending activities and for
general  operation  purposes.  Cash for originating  loans and general operating
expenses is  primarily  obtained  through cash flows from  operations,  lines of
credit and private investors.  As of June 30, 2000, lines of credit totaling $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 $270 million. The Company will need to seek
new  investors to support its  continued  growth in the lending  activities.  In
March 2000, DM Mortgage Investors, LLC filed a form S-11 with the Securities and
Exchange  Commission  for an offer and sale of  100,000,000  units for $1.00 per
unit in a real estate mortgage investment fund in which Vestin Mortgage, Inc. is
the manager.

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 June 30,
2000 will be sufficient to provide for its capital requirements for at least the
next 12 months. The Company, on June 22, 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 from financial institutions. The Company may
seek additional  equity  financing for working capital in the early part of 2001
through an offering of its common stock, and contemplates that offering,  before
expenses relating to the offering,  will be no less than $20 million and no more
than $50 million.  Further,  the Company will be actively seeking initial credit
line  arrangements of no less than $100 million.  There can be no assurance that
the  Company  will be able to complete a  secondary  offering  or obtain  credit
lines.

During the six months  ended June 30,  2000,  cash flows  provided by  operating
activities  approximated  $2.2  million  compared  to $1.3  million  provided by
operating  activities  during  the same  period  in 1999.  Investing  activities
consisted  primarily of proceeds from  maturities of real estate  collateralized
investments in the amount of $1.1 million and an increase in notes receivable of
approximately $0.9 million. Financing activities consisted primarily of payments
on lines of credit of approximately $2.0 million.

At June 30,  2000,  Vestin had $1.4  million of cash and $10.7  million in total
assets.  On the same date,  total  liabilities  were $3.4 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>


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no legal proceedings against the Company and the Company is unaware of
such 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

At the annual  meeting of  Shareholders  held on June 23,  2000,  the  following
proposals were adopted by the margins indicated

1. To elect a Board of Directors to hold office until the next annual meeting of
   the shareholders and until their successors are duly elected and qualified.

             Nominee                      Votes
       -------------------              ---------

       Michael V. Shustek               4,452,400
       Stephen J. Byrne                 4,452,400
       Robert J. Aalberts               4,452,400
       Robert W. Fine                   4,452,400
       Lance Bradford                   4,452,400
       John E. Dawson                   4,452,400
       Robert E. Forbuss                4,452,400

To approve the proposal to change the Company's name to Vestin Group, Inc.

       For                              4,452,400
       Against                                 --
       Abstain                                 --

To approve the adoption of the 2000 stock option plan.

       For                              4,382,400
       Against                                 --
       Abstain                             70,000

To approve the appointment of Grant Thornton LLP as the Company's auditors.

       For                              4,452,400
       Against                                 --
       Abstain                                 --

ITEM 5. OTHER INFORMATION

The Company,  on June 26, 2000,  announced that Stephen A. Schneider  joined the
Company in the newly formed position of Chief Operations Officer, effective July
3, 2000.


                                       9
<PAGE>


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Form 8-K/A dated and filed on June 13, 2000  regarding the  acquisition  of L.L.
Bradford & Company and related exhibits.

Exhibit 27 - Financial Data Schedule


                                   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: August 1, 2000