##### Table of Contents



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, 2002

[   ] 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
INCORPORATION OR ORGANIZATION) |  | (I.R.S. EMPLOYER
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, 2002:

5,523,648 Shares of Common Stock





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TABLE OF CONTENTS



|                           |                                                             |                                                 |  |  |  |  |  | 
|-------------------------- | ----------------------------------------------------------- | ----------------------------------------------- |  |  |  |  |  | 
|                           |                                                             | CONSOLIDATED BALANCE SHEET                     
|                           |                                                             | CONSOLIDATED STATEMENTS OF INCOME              
|                           |                                                             | CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
|                           |                                                             | CONSOLIDATED STATEMENTS OF CASH FLOWS          
|                           |                                                             | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS     
|                           | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS               
|PART II. OTHER INFORMATION
|                           | ITEM 1. LEGAL PROCEEDINGS                                  
|                           | ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS          
|                           | ITEM 3. DEFAULTS UPON SENIOR SECURITIES                    
|                           | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|                           | ITEM 5. OTHER INFORMATION                                  
|                           | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                   
|SIGNATURES                



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##### Table of Contents



VESTIN GROUP, INC. AND
SUBSIDIARIES

INDEX

|           |  |                                                            |  |         
|---------- |  | ---------------------------------------------------------- |  | --------
|           |  |                                                            |  | Page No.
|           |  |                                                            |  |         
|PART I     |  | FINANCIAL INFORMATION                                      |  |         
|          
|          
|          
|          
|Item 1.    |  | Financial Statements                                       |  |         
|          
|          
|          
|          
|           |  | Consolidated Balance Sheet (unaudited)                     |  | 1       
|          
|          
|          
|          
|           |  | Consolidated Statements of Operations (unaudited)          |  | 2       
|          
|          
|          
|          
|           |  | Consolidated Statement of Stockholders Equity (unaudited) |  | 3       
|          
|          
|          
|          
|           |  | Consolidated Statements of Cash Flows (unaudited)          |  | 4       
|          
|          
|          
|          
|           |  | Notes to Consolidated Financial Statements                 |  | 5       
|          
|          
|          
|          
|Item 2.    |  | Managements Discussions and Analysis                      |  | 7       
|          
|          
|          
|          
|PART II    |  | OTHER INFORMATION                                          |  |         
|          
|          
|          
|          
|Item 1.    |  | Legal Proceedings                                          |  | 15      
|          
|          
|          
|          
|Item 2.    |  | Changes in Securities and Use of Proceeds                  |  | 15      
|          
|          
|          
|          
|Item 3.    |  | Defaults Upon Senior Securities                            |  | 15      
|          
|          
|          
|          
|Item 4.    |  | Submission of Matters to a Vote of Security Holders        |  | 15      
|          
|          
|          
|          
|Item 5.    |  | Other Information                                          |  | 15      
|          
|          
|          
|          
|Item 6.    |  | Exhibits and Reports on Form 8-K                           |  | 15      
|          
|          
|          
|          
|SIGNATURES |  | 17                                                        





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##### Table of Contents






Vestin Group, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEET(Unaudited)

March 31, 2002

|                                                        |                                                                                                        |                                            |            |           |            | 
|------------------------------------------------------- | ------------------------------------------------------------------------------------------------------ | ------------------------------------------ | ---------- | --------- | ---------- | 
|ASSETS                                                 
|                                                       
|                                                       
|                                                       
|                                                       
|Cash                                                    |                                                                                                        | $                                          | 3,732,315  |          
|Accounts receivable, net                                |                                                                                                        |                                            | 3,413,335  |          
|Due from related parties                                |                                                                                                        |                                            | 1,302,188  |          
|Notes receivable                                        |                                                                                                        |                                            | 890,500    |          
|Investments in marketable securities available for sale |                                                                                                        |                                            | 150,052    |          
|Investments in real estate held for sale                |                                                                                                        |                                            | 4,594,868  |          
|Investments in mortgage loans on real estate            |                                                                                                        |                                            | 11,027,953 |          
|Other investments  related parties                     |                                                                                                        |                                            | 2,738,499  |          
|Other assets                                            |                                                                                                        |                                            | 572,315    |          
|Property and equipment, net                             |                                                                                                        |                                            | 345,553    |          
|                                                        |                                                                                                        |                                            |            |          
|                                                        |                                                                                                        | Total assets                               |            | $         | 28,767,578 | 
|                                                        |                                                                                                        |                                            |            |          
|                                                       
|                                                       
|                                                       
|                                                       
|LIABILITIES AND STOCKHOLDERS EQUITY                   
|                                                       
|                                                       
|                                                       
|                                                       
|Accounts payable and accrued expenses                   |                                                                                                        | $                                          | 1,865,379  |          
|Dividend payable                                        |                                                                                                        |                                            | 628,215    |          
|Income taxes payable                                    |                                                                                                        |                                            | 1,557,415  |          
|Line of credit                                          |                                                                                                        |                                            | 5,000,000  |          
|Note payable                                            |                                                                                                        |                                            | 3,447,232  |          
|                                                        |                                                                                                        |                                            |            |          
|                                                        |                                                                                                        | Total liabilities                          |            |           | 12,498,241 | 
|Commitments and contingencies                           |                                                                                                        |                                            |           |          
|Stockholders equity                                    |                                                                                                        |                                            |            |          
|                                                        | Preferred stock, $.0001 par value; 20 million shares
authorized; 937,800 shares issued and outstanding |                                            |            | 94        |           
|                                                        | Common stock, $.0001 par value; 100 million shares
authorized; 5,568,198 shares issued and outstanding |                                            |            | 557       |           
|                                                        | Treasury stock                                                                                         |                                            |            | (487,273  | )         
|                                                        | Additional paid-in capital                                                                             |                                            |            | 8,180,854 |           
|                                                        | Retained earnings                                                                                      |                                            |            | 8,755,990 |           
|                                                        | Accumulated other comprehensive loss                                                                   |                                            |            | (180,885  | )         
|                                                        |                                                                                                        |                                            |            |          
|                                                        |                                                                                                        | Total stockholders equity                 |            |           | 16,269,337 | 
|                                                        |                                                                                                        |                                            |            |          
|                                                        |                                                                                                        | Total liabilities and stockholders equity |            | $         | 28,767,578 | 
|                                                        |                                                                                                        |                                            |            |          

The accompanying notes are an integral part of this
statement.

1



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##### Table of Contents






Vestin Group, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF
OPERATIONS
(Unaudited)

For the three months ended March 31,

|                                                               |                                     |                                                                     |           |           |           |      |           |           |           |   |  | 
|-------------------------------------------------------------- | ----------------------------------- | ------------------------------------------------------------------- | --------- | --------- | --------- | ---- | --------- | --------- | --------- | - |  | 
|                                                               |                                     |                                                                     |           |           |           | 2002 |           | 2001     
|                                                               |                                     |                                                                     |           |           |           |      |           |          
|Revenues                                                       |                                     |                                                                     |           |           |           |      |           |          
|                                                               | Loan placement and related fees     |                                                                     | $         | 4,607,598 |           |      | $         | 3,716,068 |          
|                                                               | Interest income                     |                                                                     |           | 178,778   |           |      |           | 209,422   |          
|                                                               | Other income                        |                                                                     |           | 234,528   |           |      |           | 88,298    |          
|                                                               |                                     |                                                                     |           |           |           |      |           |          
|                                                               |                                     | Total revenues                                                      |           |           | 5,020,904 |      |           |           | 4,013,788 |  
|                                                               |                                     |                                                                     |           |           |           |      |           |          
|Expenses                                                       |                                     |                                                                     |           |           |           |      |           |          
|                                                               | Sales and marketing expenses        |                                                                     |           | 1,534,487 |           |      |           | 1,817,588 |          
|                                                               | General and administrative expenses |                                                                     |           | 2,368,786 |           |      |           | 2,757,094 |          
|                                                               | Interest expenses                   |                                                                     |           | 269,882   |           |      |           | 130,723   |          
|                                                               |                                     |                                                                     |           |           |           |      |           |          
|                                                               |                                     | Total expenses                                                      |           |           | 4,173,155 |      |           |           | 4,705,405 |  
|                                                               |                                     |                                                                     |           |           |           |      |           |          
|                                                               |                                     | Income from continuing operations before
provision for income taxes |           |           | 847,749   |      |           |           | (691,617  | )
|Provision for income taxes                                     |                                     |                                                                     | 291,527   |           |           |      | (235,150  | )        
|                                                               |                                     |                                                                     |           |           |           |      |           |          
|                                                               |                                     | NET
INCOME (LOSS)                                                   |           | $         | 556,222   |      |           | $         | (456,467  | )
|                                                               |                                     |                                                                     |           |           |           |      |           |          
|Earnings per common share  Basic                              |                                     |                                                                     |           |           |           |      |           |          
|                                                               | Net income (loss)                   |                                                                     | $         | 0.06      |           |      | $         | (0.07     | )        
|                                                               |                                     |                                                                     |           |           |           |      |           |          
|Earnings per common share  Diluted                            |                                     |                                                                     |           |           |           |      |           |          
|                                                               | Net income (loss)                   |                                                                     | $         | 0.04      |           |      | $         | (0.07     | )        
|                                                               |                                     |                                                                     |           |           |           |      |           |          
|Weighted average number of common shares
outstanding  Basic   |                                     |                                                                     | 5,521,444 |           |           |      | 6,943,103 |          
|                                                               |                                     |                                                                     |           |           |           |      |           |          
|Weighted average number of common shares
outstanding  Diluted |                                     |                                                                     | 8,560,173 |           |           |      | 8,971,570 |          
|                                                               |                                     |                                                                     |           |           |           |      |           |          

The accompanying notes are an integral part of these statements.

2



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##### Table of Contents






Vestin Group, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

(Unaudited)


For the three months ended March 31, 2002



|                                         |                                                                             |                            |         |                 |   |              |    |                |   |        |           |        |   |        |     |   |   |  |         |   |   |  |          |   |   | 
|---------------------------------------- | --------------------------------------------------------------------------- | -------------------------- | ------- | --------------- | - | ------------ | -- | -------------- | - | ------ | --------- | ------ | - | ------ | --- | - | - |  | ------- | - | - |  | -------- | - | - | 
|                                         |                                                                             |                            |         | Preferred Stock |   | Common Stock |    | Treasury Stock
|                                         |                                                                             |                            |         |                 |   |              |    |               
|                                         |                                                                             |                            |         | Shares          |   | Amount       |    | Shares         |   | Amount |           | Shares |   | Amount
|                                         |                                                                             |                            |         |                 |   |              |    |                |   |        |           |        |   |       
|Balance
at December 31, 2001             |                                                                             |                            | 937,800 |                 |   |              | 94 |                |   |        | 5,568,198 |        |   |        | 557 |   |   |  |        |   |   |  |         |  
|Comprehensive income:                    |                                                                             |                            |         |                 |   |              |    |                |   |        |           |        |   |        |     |   |   |  |         |   |   |  |          |  
|                                         | Net income                                                                  |                            |         |                |   |              |    |               |   |        |           |       |   |        |     |  |   |  |         |  |   |  |          |  |  
|                                         | Net unrealized loss on investments
available-for-sale, net of tax of $8,944 |                            |         |                |   |              |    |               |   |        |           |       |   |        |     |  |   |  |         |  |   |  |          |  |  
|                                         |                                                                             |                            |         |                 |   |              |    |                |   |        |           |        |   |        |     |   |   |  |         |   |   |  |          |  
|                                         |                                                                             | Total comprehensive income |         |                 |  |              |    |                |  |        |           |        |  |        |     |   |  |  |         |   |  |  |          |   |  | 
|Declaration of preferred stock dividend  |                                                                             |                            |        |                 |   |              |   |                |   |        |          |        |   |        |    |   |   |  |        |   |   |  |         |  
|Declaration of common stock dividend     |                                                                             |                            |        |                 |   |              |   |                |   |        |          |        |   |        |    |   |   |  |        |   |   |  |         |  
|Expenses related to issuance of warrants |                                                                             |                            |        |                 |   |              |   |                |   |        |          |        |   |        |    |   |   |  |        |   |   |  |         |  
|Treasury stock acquired                  |                                                                             |                            |        |                 |   |              |   |                |   |        |          |        |   |        |    |   |   |  | (70,350 | ) |   |  | (487,273 | )
|                                         |                                                                             |                            |         |                 |   |              |    |                |   |        |           |        |   |        |     |   |   |  |         |   |   |  |          |  
|Balance at March 31, 2002                |                                                                             |                            | 937,800 |                 |   |              | 94 |                |   |        | 5,568,198 |        |   |        | 557 |   |   |  | (70,350 | ) |   |  | (487,273 | )
|                                         |                                                                             |                            |         |                 |   |              |    |                |   |        |           |        |   |        |     |   |   |  |         |   |   |  |          |  

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                         |                                                                             |                            |           |            |   |          |           |               |   |       |          |             |          |   |            |         |            | 
|---------------------------------------- | --------------------------------------------------------------------------- | -------------------------- | --------- | ---------- | - | -------- | --------- | ------------- | - | ----- | -------- | ----------- | -------- | - | ---------- | ------- | ---------- | 
|                                         |                                                                             |                            |           |            |   |          |           |               |   |       |          | Accumulated |          |   |            |        
|                                         |                                                                             |                            |           | Additional |   |          |           |               |   | Other |          |             |          |  
|                                         |                                                                             |                            |           | Paid-in    |   | Retained |           | Comprehensive |   |       |          |            
|                                         |                                                                             |                            |           | Capital    |   | Earnings |           | Income        |   | Total
|                                         |                                                                             |                            |           |            |   |          |           |               |   |      
|Balance
at December 31, 2001             |                                                                             |                            | 7,948,778 |            |   |          | 8,984,283 |               |   |       | (163,523 | )           |          |   | 16,770,189 |        
|Comprehensive income:                    |                                                                             |                            |           |            |   |          |           |               |   |       |          |             |          |   |            |        
|                                         | Net income                                                                  |                            |           |           |   |          |           | 556,222       |   |       |          |            |          |   |            | 556,222 |           
|                                         | Net unrealized loss on investments
available-for-sale, net of tax of $8,944 |                            |           |           |   |          |           |              |   |       |          | (17,362     | )        |   |            | (17,362 | )         
|                                         |                                                                             |                            |           |            |   |          |           |               |   |       |          |             |          |   |            |        
|                                         |                                                                             | Total comprehensive income |           |            |  |          |           |               |  |       |          |             | (180,885 | ) |            |         | 17,309,049 | 
|Declaration of preferred stock dividend  |                                                                             |                            |          |            |   |          | (234,450  | )             |   |       |         |             |          |   | (234,450   | )      
|Declaration of common stock dividend     |                                                                             |                            |          |            |   |          | (550,065  | )             |   |       |         |             |          |   | (550,065   | )      
|Expenses related to issuance of warrants |                                                                             |                            | 232,076   |            |   |          |          |               |   |       |         |             |          |   | 232,076    |        
|Treasury stock acquired                  |                                                                             |                            |          |            |   |          |          |               |   |       |         |             |          |   | (487,273   | )      
|                                         |                                                                             |                            |           |            |   |          |           |               |   |       |          |             |          |   |            |        
|Balance at March 31, 2002                |                                                                             |                            | 8,180,854 |            |   |          | 8,755,990 |               |   |       | (180,885 | )           |          |   | 16,269,337 |        
|                                         |                                                                             |                            |           |            |   |          |           |               |   |       |          |             |          |   |            |        

The accompanying notes are an integral part of this statement.

3



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##### Table of Contents






Vestin Group, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH
FLOWS(Unaudited)

For the three months ended March 31,

|                                      |                                                                                                                               |                                              |                                       |                                                     |         |         |            |          |         |          |            |  
|------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------- | ------------------------------------- | --------------------------------------------------- | ------- | ------- | ---------- | -------- | ------- | -------- | ---------- | -
|                                      |                                                                                                                               |                                              |                                       |                                                     |         | 2002    |            | 2001    
|                                      |                                                                                                                               |                                              |                                       |                                                     |         |         |            |         
|Cash flow from operating activities:  |                                                                                                                               |                                              |                                       |                                                     |         |         |            |         
|                                      | Net
income (loss)                                                                                                             |                                              | $                                     | 556,222                                             |         |         | $          | (456,467 | )      
|                                      | Adjustments
to reconcile net income (loss) from continuing
operations to net cash provided by (used in) operating activities: |                                              |                                       |                                                     |         |         |            |          |        
|                                      |                                                                                                                               | Depreciation and amortization                |                                       |                                                     | 23,700  |         |            |          | 11,820  |         
|                                      |                                                                                                                               | Stock based compensation                     |                                       |                                                     | 232,076 |         |            |          | 232,074 |         
|                                      |                                                                                                                               | Changes in operating assets and liabilities: |                                       |                                                     |         |         |            |          |         |         
|                                      |                                                                                                                               |                                              | Accounts receivable                   |                                                     |         | 64,356  |            |          |         | (676,563 | )         
|                                      |                                                                                                                               |                                              | Other assets                          |                                                     |         | (30,304 | )          |          |         | (287,309 | )         
|                                      |                                                                                                                               |                                              | Due from related parties              |                                                     |         | 128,395 |            |          |         | (7,378   | )         
|                                      |                                                                                                                               |                                              | Accounts payable and accrued expenses |                                                     |         | 308,440 |            |          |         | 105,798  |           
|                                      |                                                                                                                               |                                              | Due to related parties                |                                                     |         | 28,489  |            |          |         | (49,542  | )         
|                                      |                                                                                                                               |                                              | Income taxes payable                  |                                                     |         | 94,172  |            |          |         | (500,000 | )         
|                                      |                                                                                                                               |                                              |                                       |                                                     |         |         |            |         
|                                      |                                                                                                                               |                                              |                                       | Net
cash provided by (used in) operating activities |         |         | 1,405,546  |          |         |          | (1,627,567 | )
|                                      |                                                                                                                               |                                              |                                       |                                                     |         |         |            |         
|Cash flows from investing activities: |                                                                                                                               |                                              |                                       |                                                     |         |         |            |         
|                                      | Purchase of property and equipment                                                                                            |                                              |                                       | (64,536                                             | )       |         |            | (67,511  | )      
|                                      | Cash advanced on notes receivable                                                                                             |                                              |                                       | (110,000                                            | )       |         |            |         |        
|                                      | Principal payments received on notes receivable                                                                               |                                              |                                       | 601,035                                             |         |         |            | 236,500  |        
|                                      | Purchase of investment in real estate held for sale                                                                           |                                              |                                       | (77,478                                             | )       |         |            |         |        
|                                      | Purchase of investment in marketable securities                                                                               |                                              |                                       | (138,652                                            | )       |         |            | (16,030  | )      
|                                      | Purchase
of other investments  related parties                                                                               |                                              |                                       | (35,000                                             | )       |         |            | (477,411 | )      
|                                      | Purchase of investments in mortgage loans on real
estate, net of sales                                                        |                                              |                                       | (4,953,559                                          | )       |         |            | (364,913 | )      
|                                      |                                                                                                                               |                                              |                                       |                                                     |         |         |            |         
|                                      |                                                                                                                               |                                              |                                       | Net cash used in investing activities               |         |         | (4,778,190 | )        |         |          | (689,365   | )
|                                      |                                                                                                                               |                                              |                                       |                                                     |         |         |            |         

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Vestin Group, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH
FLOWS  CONTINUED
(Unaudited)

For the three months ended March 31,

|                                            |                                                       |                                           |           |           |           |      |           |           |           |  
|------------------------------------------- | ----------------------------------------------------- | ----------------------------------------- | --------- | --------- | --------- | ---- | --------- | --------- | --------- | -
|                                            |                                                       |                                           |           | 2002      |           | 2001
|                                            |                                                       |                                           |           |           |           |     
|Cash flows from financing activities:       |                                                       |                                           |           |           |           |      |           |          
|                                            | Advances on line of credit, net                       |                                           | $         | 5,000,000 |           |      | $         | 850,000   |          
|                                            | Proceeds from notes payable                           |                                           |           |          |           |      |           | 1,360,000 |          
|                                            | Payments on notes payable                             |                                           |           | (950,000  | )         |      |           |          |          
|                                            | Issuance of preferred stock dividend                  |                                           |           | (234,450  | )         |      |           |          |          
|                                            | Purchase of treasury stock                            |                                           |           | (487,273  | )         |      |           | (340,710  | )        
|                                            |                                                       |                                           |           |           |           |      |           |          
|                                            |                                                       | Net cash provided by financing activities |           |           | 3,328,277 |      |           |           | 1,869,290 |  
|                                            |                                                       |                                           |           |           |           |      |           |          
|                                            |                                                       | NET DECREASE IN CASH                      |           |           | (44,367   | )    |           |           | (447,642  | )
|Cash
at beginning of period                 |                                                       |                                           | 3,776,682 |           |           |      | 1,048,855 |          
|                                            |                                                       |                                           |           |           |           |      |           |          
|Cash
at end of period                       |                                                       | $                                         | 3,732,315 |           |           | $    | 601,213   |          
|                                            |                                                       |                                           |           |           |           |      |           |          
|Supplemental cash flow information:         |                                                       |                                           |           |           |           |      |           |          
|                                            | Cash paid for federal income taxes                    |                                           | $         | 285,091   |           |      | $         | 500,000   |          
|                                            |                                                       |                                           |           |           |           |      |           |          
|                                            | Cash paid for interest                                |                                           | $         | 269,882   |           |      | $         | 130,723   |          
|                                            |                                                       |                                           |           |           |           |      |           |          
|Noncash investing and financing activities: |                                                       |                                           |           |           |           |      |           |          
|                                            | $0.02 per share of preferred stock dividends declared |                                           | $         | 78,150    |           |      | $         |          |          
|                                            |                                                       |                                           |           |           |           |      |           |          
|                                            | $0.10 per share of common stock dividends declared    |                                           | $         | 550,065   |           |      | $         |          |          
|                                            |                                                       |                                           |           |           |           |      |           |          

The accompanying notes are an integral part of these statements.

5



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VESTIN GROUP, INC.
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 Forms 10-KSB and 10-KSB/A for the year ended December 31, 2001 of
Vestin Group, Inc. (Vestin or the Company).

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.
The Companys primary operations consist of arranging for investor funding of
commercial, construction, acquisition and development, land and residential
mortgage loans in Southern Nevada.

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.

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.

NOTE 2  RELATED PARTY TRANSACTIONS

Due from related parties as of March 31, 2002 is comprised of the following:



| |  |  | Advances made to an officer/director/shareholder of the Company
approximating a total of $225,000 bearing no interest and due on demand.                                                                                                                                                                                        
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Note receivable of approximately $246,000 from an employee of the Company
dated April 19, 2000. The note is unsecured, matures on April 19, 2004 and
bears interest at 10%. Interest only payments are made on a semi-annual
basis with the principal along with any accrued interest due as a lump sum
on the date of maturity.
|
| |  |  | Amounts due from Vestin Fund I, LLC
(Fund I) approximating a total of $210,000 relate to
management fees, earnings on units invested in Fund I, and reimbursable
expenses. Amounts due from Fund I bear no interest and are due on
demand.                                                                                    
|
| |  |  | Amounts due from Vestin Fund II,
LLC (Fund II) approximating a total of $621,000 relate to
management fees, earnings on units invested in Fund II, and reimbursable
expenses. Amounts due from Fund II bear no interest and are due on
demand.                                                                                

During the three months ended March 31, 2002, the Company paid approximately
$58,900 for legal fees to a law firm in which the Executive Vice President of
Legal and Corporate Affairs of the Company has an equity ownership.

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

For the three months ended March 31, 2002 and 2001, the Company recorded
revenues of approximately $33,000 and $0, respectively, from its investment in
Fund I as a result of distributions declared during those periods. Vestin
Mortgage, Inc., as the Managing Member, is entitled to an annual management fee
of up to 0.25% of the aggregate capital contributions to Fund I. During the
three months ended March 31, 2002 and 2001, Vestin Mortgage recorded management
fees from Fund I of approximately $62,000 and $32,000, respectively.

For the three months ended March 31, 2002 and 2001, the Company recorded
revenues of approximately $35,000 and $0, respectively, from its investment in
Fund II as a result of distributions declared during those periods. Vestin
Mortgage, Inc. is also the managing member of Fund II entitling it to receive
annual management fees of 0.25% of the aggregate capital contributions to Fund
II. During the three months ended March 31, 2002 and 2001, Vestin Mortgage
recorded management fees from Fund II approximating $103,000 and $0,
respectively.

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

NOTE 3  INVESTMENT IN MORTGAGE LOANS ON REAL ESTATE

At March 31, 2002, the Companys investments in mortgage loans had maturity
dates ranging through June 2006. The Company had
approximately $4,035,147 in loans that were greater than 90 days past maturity at
March 31, 2002.

In addition, the Company had approximately
$3,558,867 in loans that were
delinquent greater than 90 days in regards to interest at March 31, 2002, which
the Company was in the process of foreclosure. As of March 31, 2002, all other
mortgage loans payments were current and performing according to their terms.
Management has evaluated the collectibility of the loans in light of the types
and dollar amounts of loans in the portfolio, adverse situations that may
effect the borrowers ability to repay, prevailing economic conditions and the
underlying collateral securing the loan. Accordingly, the Companys management
estimates that an allowance for loan losses is not necessary.

NOTE 4  LINE OF CREDIT

The Company maintains a total of $6,000,000 in revolving lines of credit with
two financial institutions specifically for interim funding of mortgage loans
placed. As March 31, 2002, the Companys outstanding balance on one line of
credit totaled $5,000,000. Proceeds on advances from the line of credit were
used towards an investment in mortgage loans on real estate during the three
months ended March 31, 2002. These lines of credit are 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 4.75% at March 31, 2002) and
expire in June 2002. These lines of credit are guaranteed by the Companys
Chief Executive Officer and majority stockholder and are secured by the deeds
of trust on the property being advanced against. These lines of credit contain
certain covenants, which the Company has complied with as of March 31, 2002.

NOTE 5  TREASURY STOCK

During the three months ended March 31, 2002, the Company acquired 70,350
shares of treasury stock for a total value of $487,273.

NOTE 5  DIVIDENDS PAYABLE

In March 2002, the Company declared cash dividends on common and preferred
stock holders of $0.10 and $0.02 per share, respectively, to be paid in April
2002.

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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS

Background

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

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

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

In April 2000, Vestin Group acquired Vestin Capital, Inc., formerly DM
Financial Services, Inc., a registered broker-dealer in 43 states (Vestin
Capital). Vestin Group also acquired DM Mortgage Advisors, Inc., an Arizona
based mortgage funding business which has changed its name to Vestin Mortgage
Advisers (VM Advisers), in exchange for Vestin Groups Common Stock in
December 1999. Both Vestin Capital and VM Advisers were wholly owned by
Michael Shustek, who received 10,300 shares of Vestin Groups Common Stock for
Vestin Capital, and 17,700 shares of Vestin Groups Common Stock for VM
Advisors in connection with the acquisitions.

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,
2002, Fund II had raised approximately $185 million from the
sale of units. Fund II intends to continue the offering of its units
until the earlier of June 2003 or such time as it raises an aggregate
of $500 million.

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Fund I and Fund II 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 these Funds will invest and makes all investment decisions
for these Funds. Additionally, Vestin Mortgage is responsible for all
administrative matters such as accounting, tax and legal requirements for these
Funds. Vestin Mortgage 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
received management fees for the three months ended March 31, 2002 of $62,100
and $103,260 for Fund I and II, respectively. As of the same date, the Company
had received approximately 100,000 units in Fund I and 110,000 units in Fund II
for expenses paid by the Company to unaffiliated third parties in connection
with the offering of such units. The Companys ownership in Funds I and II
represent approximately 1.0% and 0.6% of the outstanding amount of units,
respectively, as of March 31, 2002.

FINANCIAL REVIEW

The following financial review and analysis concerns the financial condition
and results of operations of the Company for the quarters ended March 31, 2002
and 2001. 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 for the
year ended December 31, 2001.

RESULTS OF OPERATIONS

COMPARISON OF THE QUARTERS ENDED MARCH 31, 2002 AND MARCH 31, 2001

The historical operations of the Company for the quarters ended March 31, 2002,
and March 31, 2001 are analyzed as follows:

Revenue

The Company reported total revenues of approximately $5 million for the three
month period ended March 31, 2002, an increase of 25% from approximately $4
million for the three month period ended March 31, 2001. The Company derived
approximately 92% of its revenue in the quarter ended March 31, 2002 from its
mortgage brokerage operations compared with 93% in 2001. The remaining revenue
was principally generated by interest earned from investments in mortgage
loans, distributions from its investments in Fund I and II, and interest earned
from bank depository accounts for the quarters ended March 31, 2002 and 2001.

The Company placed approximately $84.1 million and $48.3 million in mortgage
loans in the three month periods ended March 31, 2002, and 2001, respectively.
The Company uses funds from individual investors, Fund I, Fund II, and its own
resources to fund loans to real estate developers and owners for raw land,
acquisition and development, construction, commercial, residential and bridge
loans.

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Loan placement fees increased from $1,640,000 in
the first quarter of 2001 to $2,989,000 for the first quarter of
2002, an increase of approximately 74%. The increase in loan
placement fee revenues resulted largely from the significant increase
in the number of loans arranged by the Company. This is a direct
result of the additional funds available to the Company from
Fund II which was not conducting business during the first
quarter of 2001. Loan placement fees as a percentage of loans made
increased from 3.4% during the first quarter of 2001 to 3.6% during
the first quarter of 2002. The increase in loan placement fees as a
percentage of loans made primarily relates to loans in markets
outside of Nevada where the Company has encountered a high demand for
its loans. The Company believes that the overall quality of its loans
has not materially changed and the higher loan placement fees are not
necessarily indicative of additional loan risk. The increase in loan
placement fees was offset by a moderate reduction in servicing and
extension fees from $2,076,000 in the first quarter of 2001 to
$1,619,000 in the first quarter of 2002. Such fees will fluctuate
from quarter to quarter depending upon the nature of the loan
portfolio and the level of requests for extensions from borrowers.

Approximately 3.2% and 5.0% of revenues in the three month periods ended March
31, 2002 and 2001 were derived from investments in mortgage loans, and
investments in Fund I and II. As of March 31, 2002, the Company had
approximately $11 million invested in mortgage loans, and $2.1 million invested
in Funds I and II. The Company earns additional income from interest earned on
monies in its bank deposits and trust accounts.

Although the Company has historically focused its operations in certain Western
states, the Company has commenced expansion of its operations throughout the
U.S. The Company has developed a significant degree of knowledge with respect
to the real estate markets in the Western states. Such knowledge is critical
to the Companys business as it enables the Company to process loan
applications more quickly than many conventional lenders. The Company is able
to rapidly process loan applications in large part because the Companys
underwriting standards focus heavily on the value of the underlying property
rather than the creditworthiness of the borrower. The Companys ability to
quickly assess the underlying value of real estate when it arranges the terms
of a mortgage loan is therefore essential to its strategy of providing fast
turnaround for loan applications.

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

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ALLOWANCE FOR LOAN LOSSES

When deemed necessary, the Company will set an
allowance for possible credit losses on mortgage loans. Additions to
the reserve are based on an assessment of certain factors including,
but not limited to, estimated future losses on the loans, and general
economic conditions. Additions to the reserve are provided through a
charge to earnings. Actual losses on loans are recorded as a
charge-off or a reduction to the loan loss reserve. Subsequent
recoveries of amounts previously charged off are added back to the
reserve.

SALES AND MARKETING EXPENSES

Sales and marketing expenses primarily consist of
advertising costs, public relations expenses, commissions and travel
expenses. Sales and marketing expenses amounted to approximately 28%
and 46% of the Company's total revenues for the three-month periods
ended March 31, 2002 and 2001, respectively. The decrease for the
first quarter 2002 is primarily related to lower advertising
costs. During the first quarter of 2001, the Company engaged in an
extensive promotional campaign intended to expand public recognition
of its mortgage brokerage activities and investment programs. It was
also during the first quarter of 2001 that the Company began to
employ the services of Joe Namath as Company spokesman. Although the
Company continues to pursue various promotional efforts, its overall
advertising expenditures have been reduced from 2001.

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 amounted to $2.4 million or 42% of total revenues for
the first quarter of 2002, and $2.8 million or 69% for the first
quarter of 2002. The Company anticipates general and administrative
expenses to remain relatively level in the aggregate but decrease as
a percentage of total revenues. The Company believes that its current
management infrastructure is largely sufficient to handle the
increased 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
for income taxes generated approximately $848,000 for the three month period
ended March 31, 2002 as compared to $692,000 loss for the first quarter
of 2001.

LIQUIDITY AND CAPITAL RESOURCES

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

For the three months ended March 31, 2002, the cash flows provided by operating
activities of the Company approximated $1.4 million or 29% of the Companys
total revenue, compared to cash used in operating activities of $1.6 million or
41% during the three month period ended March 31, 2001. Cash used by investing
activities approximated $4.8 million during the three months ended March 31,
2002, compared to cash used in investing activities approximating $0.7 million
during the same period of the prior year, an increase resulting primarily from
purchases in investments on mortgage loans on real estate approximating $5.0
million.

The Company has historically relied upon cash flow from operations to provide
for its capital requirements. During the three months ended March 31, 2002,
the Company generated net income of approximately $556,000 and a positive
operating cash flow of approximately $1.4 million. The Company believes that
cash generated from operations, together with cash and cash flows from
investments in mortgage loans on real estate on hand at March 31, 2002, will be
sufficient to provide for its capital requirements to sustain currently
expected loan volumes for at least the next 12 months.

However, the Company will require additional financing in order to expand its
business operations. During 2001, the Company raised $9,378,000 from the
private placement of Series A Convertible Preferred Stock (Preferred Stock).
The holders of the Preferred Stock are entitled to receive, when, as and if
declared by the Board of Directors, dividends in an amount to be determined by
the Board of Directors, but not less than 0.83% of the Original Issue Price per
annum and not more than 10% of the Original Issue Price per annum, prior and in
preference to any declaration or payment of any dividends on the Companys
Common Stock, which may be paid in cash or in Common Stock and are not
cumulative. At the option of the holder

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thereof, the Preferred Stock is convertible into Common Stock at the conversion
price of $6.08 per share. There is no liquidation preference for the holders
of Preferred Stock in the event of voluntary or involuntary liquidation;
however, the holders will participate, on an as-converted basis, ratably with
the holders of Common Stock then outstanding. The Preferred Stock is
redeemable at the option of the Company according to the terms of the Companys
Certificate of Designations, as amended.

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 has relied primarily upon individual
investors for this purpose. The Company now relies primarily on
Fund I and Fund II as funding sources. As of March 31,
2002, Fund I had approximately $100 million of capital and
Fund II had approximately $185 million of capital. Of the approximately
$84 million of mortgage loans arranged by the Company in the
three month period ended March 31, 2002, approximately $9.8 million
was placed with Fund I, approximately $63.9 million was
placed with Fund II, and the remainder was funded by the Company and private
investors.

The Companys ability to attract investors to acquire interests in mortgage
loans, either directly or through the Funds, 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.

In order to address these issues, the Company has pursued a strategy of: (i)
using great care in the selection of mortgage loans in order to maintain its
current track record, and (ii) developing additional funding sources such as
Fund I and Fund II. In this manner, the Company is seeking to maintain its
access to funding from current investors while broadening its funding sources,
thereby enabling it to expand the scope of its mortgage brokerage operations.
No assurance can be given that the Company will be successful in this effort.
If its access to funding sources deteriorates for any reason, then the scope of
the Companys operations may decline proportionately.

Additionally, the Company maintains a total of $6,000,000 in revolving lines of
credit with two financial institutions specifically for interim funding of
mortgage loans. There was a balance of $5 million outstanding on one
line of credit as of March 31, 2002 of which was used to fund a mortgage loan
placed. The line of credit is 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 4.75% at March 31, 2002) and expires in

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June 2002. These lines of credit are guaranteed by the Companys majority
stockholder and are also secured by deeds of trust on the underlying property. These lines of credit contain certain
covenants; the Company is in compliance with such covenants as of March 31, 2002.

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.

RISKS OF UNDERWRITING STANDARDS AND PROCEDURES

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

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

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

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

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

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

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

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

COMPETITION FOR FUNDS

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

COMPETITION FOR BORROWERS

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

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PART II. OTHER INFORMATION




ITEM 1. LEGAL PROCEEDINGS

There have been no material changes in the legal
proceedings reported by the Company
in its Annual Report on Form 10-KSB for the year ended
December 31, 2001.




ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Not applicable




ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable




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

Not applicable




ITEM 5. OTHER INFORMATION

Not applicable




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

|               |  |                                                                                                                                                        |  |              
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------
|               |  |                                                                                                                                                        |  | Page Number/ 
|Exhibit Number |  | Description                                                                                                                                            |  | Filing Method
|               |  |                                                                                                                                                        |  |              
|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                              |  | ****         

16



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##### Table of Contents



|               |  |                                                                                                            |  |              
|-------------- |  | ---------------------------------------------------------------------------------------------------------- |  | -------------
|               |  |                                                                                                            |  | Page Number/ 
|Exhibit Number |  | Description                                                                                                |  | Filing Method
|               |  |                                                                                                            |  |              
|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 |  | *****        



---

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



|(b) |  | Reports on Form 8-K
|--- |  | -------------------

| |                                                                                                            |                                                            
| | ---------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------
| | Current
Report on Form 8-K filed with the Commission on April 25, 2002,
which reports the following items:
| |                                                                                                            |                                                            
| | (i)                                                                                                        | Item 4  Changes in
Registrant's Certifying Accountant; and
| |                                                                                                            |                                                            
| | (ii)                                                                                                       | Item 7  Exhibits.                                         




SIGNATURES

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

| |                                                                                                               
| | --------------------------------------------------------------------------------------------------------------
| | VESTIN GROUP, INC                                                                                             
|
| | By: /s/ Lance K. Bradford                                                                                     
|
| | Lance K. Bradford, President and Chief Financial Officer
(Authorized Officer and Principal Accounting Officer)
|
| | Date: May 15, 2002                                                                                            

17