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

                               SEPTEMBER 30, 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                               (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                               IDENTIFICATION NO.)

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

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

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

Yes [X]   No [ ]

Number of shares  outstanding of each of the issuer's  classes of common equity,
as of October 31, 2002:

5,275,198 Shares of Common Stock
<PAGE>
                             VESTIN GROUP, INC. AND
                                  SUBSIDIARIES

                                      INDEX

                                                                        PAGE NO.
                                                                        --------
PART I     FINANCIAL INFORMATION
Item 1.    Financial Statements........................................
           Consolidated Balance Sheet (unaudited)......................    3
           Consolidated Statements of Income (unaudited)...............    4
           Consolidated Statement of Stockholders' Equity (unaudited)..    5
           Consolidated Statements of Cash Flows (unaudited)...........    6
           Notes to Consolidated Financial Statements (unaudited)......    8
Item 2.    Management's Discussions and Analysis.......................   11
PART II    OTHER INFORMATION
Item 1.    Legal Proceedings...........................................   18
Item 2.    Changes in Securities and Use of Proceeds...................   18
Item 3.    Defaults Upon Senior Securities.............................   18
Item 4.    Submission of Matters to a Vote of Security Holders.........   18
Item 5.    Other Information...........................................   18
Item 6.    Exhibits and Reports on Form 8-K............................   19
SIGNATURES.............................................................   20
<PAGE>
                      VESTIN GROUP, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                               September 30, 2002

                                  (Unaudited)

                                     ASSETS

<TABLE>
<S>                                                                         <C>
Cash                                                                        $  1,441,312
Accounts receivable, net of allowance of $181,400                              4,384,783
Interest receivable                                                                9,351
Due from related parties                                                       1,415,179
Notes receivable                                                                 711,500
Notes receivable - related party                                                 180,964
Investments in marketable trading securities                                     119,409
Investments in real estate held for sale                                       6,550,702
Investments in mortgage loans on real estate, net of allowance of $80,000     11,450,752
Other investments - related parties                                            2,100,000
Other assets                                                                     710,024
Property and equipment, net                                                      368,186
                                                                            ------------

            Total assets                                                    $ 29,442,162
                                                                            ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued expenses                                       $  1,580,989
Dividend payable                                                                  78,150
Income taxes payable                                                           2,237,459
Line of credit                                                                 4,700,000
Notes payable - related party                                                  2,641,428
Notes payable                                                                    151,003
                                                                            ------------
            Total liabilities                                                 11,389,029
                                                                            ------------

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
       5,570,198 shares issued and 5,275,198 shares outstanding                      557
      Treasury stock, 295,000 shares                                          (2,478,227)
      Additional paid-in capital                                               8,690,811
      Retained earnings                                                       11,839,898
                                                                            ------------
            Total stockholders' equity                                        18,053,133
                                                                            ------------

            Total liabilities and stockholders' equity                      $ 29,442,162
                                                                            ============
</TABLE>

The accompanying notes are an integral part of this statements.

                                       3
<PAGE>
                       VESTIN GROUP, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        FOR THE THREE MONTHS ENDED         FOR THE NINE MONTHS ENDED
                                                      ------------------------------    ------------------------------
                                                      SEPTEMBER 30,    SEPTEMBER 30,    SEPTEMBER 30,    SEPTEMBER 30,
                                                          2002             2001             2002             2001
                                                      ------------     ------------     ------------     ------------
<S>                                                   <C>              <C>              <C>              <C>
Revenues
  Loan placement and related fees                     $  8,602,981     $  4,779,856     $ 21,950,782     $ 13,022,809
  Interest income                                          149,156          111,326          391,656          440,685
  Other income                                              72,442           84,311          370,067          183,611
                                                      ------------     ------------     ------------     ------------
    Total revenues                                       8,824,579        4,975,493       22,712,505       13,647,105
                                                      ------------     ------------     ------------     ------------

EXPENSES
  Sales and marketing expenses                           2,192,694        1,981,067        6,260,396        6,410,138
  General and administrative expenses                    3,344,235        2,455,876        8,621,927        6,890,555
  Interest expenses                                         20,479          170,891          461,070          398,261
                                                      ------------     ------------     ------------     ------------
    Total expenses                                       5,557,408        4,607,834       15,343,393       13,698,954
                                                      ------------     ------------     ------------     ------------

    Income (loss) from continuing operations
      before provision for income taxes                  3,267,171          367,659        7,369,112          (51,849)

PROVISION (BENEFIT) FOR INCOME TAXES                     1,110,838          133,247        2,505,498           (1,143)
                                                      ------------     ------------     ------------     ------------

    NET INCOME (LOSS)                                 $  2,156,333     $    234,412     $  4,863,614     $    (50,706)
                                                      ============     ============     ============     ============
EARNINGS PER COMMON SHARE - BASIC
  Net income (loss)                                   $       0.36     $       0.04     $       0.77     $      (0.01)
                                                      ============     ============     ============     ============
EARNINGS PER COMMON SHARE - DILUTED
  Net income (loss)                                   $       0.23     $       0.03     $       0.48     $      (0.01)
                                                      ============     ============     ============     ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
 OUTSTANDING - BASIC                                     5,342,816        6,116,670        5,427,291        6,151,447
                                                      ============     ============     ============     ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
 OUTSTANDING - DILUTED                                   8,519,148        6,913,508        8,601,452        6,151,447
                                                      ============     ============     ============     ============
</TABLE>

The accompanying notes are an integral part of this statements.

                                       4
<PAGE>
                       VESTIN GROUP, INC. AND SUBSIDIARIES

            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                  For the nine months ended September 30, 2002

                                   (Unaudited)

<TABLE>
<CAPTION>

                                       PREFERRED STOCK       COMMON STOCK             TREASURY STOCK
                                      -----------------   -------------------    -------------------------
                                      SHARES     AMOUNT     SHARES     AMOUNT     SHARES         AMOUNT
                                      -------     ---     ---------     ----     --------      -----------
<S>                                   <C>         <C>     <C>           <C>      <C>           <C>
Balance at January 1, 2002            937,800     $94     5,568,198     $557           --      $        --

Declaration of dividend on
  preferred stock                          --      --            --       --           --               --

Declaration of dividend on
  common stock                             --      --            --       --           --               --

Expenses related to issuance
  of warrants                              --      --            --       --           --               --

Realization of loss on marketable
  securities                               --      --            --       --           --               --

Treasury stock acquired                    --      --            --       --     (295,000)      (2,478,227)

Common stock warrants excercised           --      --         2,000       --           --               --

Warrants to purchase common
  stock for consulting services            --      --            --       --           --               --

Net income                                 --      --            --       --           --               --
                                      -------     ---     ---------     ----     --------      -----------
BALANCE AT SEPTEMBER 30, 2002         937,800     $94     5,570,198     $557     (295,000)     $(2,478,227)
                                      =======     ===     =========     ====     ========      ===========

                                                                      ACCUMULATED
                                      ADDITIONAL                         OTHER
                                        PAID-IN        RETAINED      COMPREHENSIVE
                                        CAPITAL        EARNINGS          INCOME           TOTAL
                                      ----------     ------------      ---------      ------------

Balance at January 1, 2002            $7,948,778     $  8,984,283      $(163,523)     $ 16,770,189

Declaration of dividend on
  preferred stock                             --         (703,350)            --          (703,350)

Declaration of dividend on
  common stock                                --       (1,304,649)            --        (1,304,649)

Expenses related to issuance
  of warrants                            696,226               --             --           696,226

Realization of loss on marketable
  securities                                  --               --        163,523           163,523

Treasury stock acquired                       --               --             --        (2,478,227)

Common stock warrants excercised           8,000               --             --             8,000

Warrants to purchase common
  stock for consulting services           37,807               --             --            37,807

Net income                                    --        4,863,614             --         4,863,614
                                      ----------     ------------      ---------      ------------
BALANCE AT SEPTEMBER 30, 2002         $8,690,811     $ 11,839,898      $      --      $ 18,053,133
                                      ==========     ============      =========      ============
</TABLE>

The accompanying notes are an integral part of this statements.

                                       5
<PAGE>
                       VESTIN GROUP, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     FOR THE NINE MONTHS ENDED SEPTEMBER 30,

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                              2002             2001
                                                                          ------------      -----------
<S>                                                                       <C>               <C>
Cash flow from operating activities:
  Net income (loss)                                                       $  4,863,614      $   (50,706)
  Adjustments to reconcile net income (loss) from continuing
   operations to net cash provided by (used in) operating activities:
     Depreciation and amortization                                              77,420           47,645
     Stock based compensation                                                  742,033          696,917
     Net gain from sales of investment in real estate held for sale           (168,889)              --
     Loss on investment in marketable securities                               253,427               --
     Loss on other investments                                                 403,500               --
     Changes in operating assets and liabilities:
       Accounts receivable                                                    (839,386)      (1,179,007)
       Distributions receivable from related party                                  --         (114,258)
       Interest receivable                                                      (9,351)              --
       Shareholder receivable                                                  351,899          (14,927)
       Other assets                                                             31,987          (46,695)
       Due from related parties                                             (1,038,312)        (109,594)
       Deferred tax asset                                                           --          (17,629)
       Accounts payable and accrued expenses                                    58,224          517,070
       Dividend payable                                                        (34,174)              --
       Income taxes payable                                                    774,216         (550,856)
                                                                          ------------      -----------

           Net cash provided by (used in) operating activities               5,466,208         (822,040)
                                                                          ------------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                                          (140,889)        (174,689)
  Advances to related parties                                                       --          (80,000)
  Cash advanced on notes receivable                                           (144,500)        (400,000)
  Principal payments received on notes receivable                            1,060,499          153,000
  Principal payments received on notes receivable - related party               69,999               --
  Purchase of investment in real estate held for sale                         (111,371)        (336,952)
  Proceeds from sale of investment in real estate held for sale              4,717,000               --
  Net purchase of investment in marketable securities                         (180,551)         (41,576)
  Net purchase of other investments                                                 --         (738,820)
  Purchase of investments in mortgage loans on real
    estate from Fund II                                                     (4,700,855)              --
  Proceeds from sale of investments in mortgage loans
    on real estate to Fund II                                               10,000,000               --
  Purchase of investments in mortgage loans on real
   estate, net of sales                                                    (13,525,702)      (1,899,458)
                                                                          ------------      -----------

     Net cash used in investing activities                                  (2,956,370)      (3,518,495)
                                                                          ------------      -----------
</TABLE>

                                       6
<PAGE>
                       VESTIN GROUP, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

                     FOR THE NINE MONTHS ENDED SEPTEMBER 30,

                                   (UNAUDITED)

                                   (Continued)

<TABLE>
<CAPTION>
                                                                              2002             2001
                                                                          ------------      -----------
<S>                                                                       <C>               <C>
Cash flows from financing activities:
  Advances on line of credit                                                 4,700,000               --
  Payments on notes payable                                                 (5,058,982)        (802,412)
  Proceeds from note payable - related party                                        --        5,000,000
  Payment of dividend on preferred stock                                      (703,350)              --
  Payment of dividend on common stock                                       (1,304,649)              --
  Purchase of treasury stock                                                (2,478,227)        (274,269)
                                                                          ------------      -----------

    Net cash provided by (used in) financing activities                     (4,845,208)       3,923,319
                                                                          ------------      -----------

    NET DECREASE IN CASH                                                    (2,335,370)        (417,216)

CASH AT BEGINNING OF PERIOD                                                  3,776,682        1,048,855
                                                                          ------------      -----------

CASH AT END OF PERIOD                                                     $  1,441,312      $   631,639
                                                                          ============      ===========

SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for federal income taxes                                      $  2,221,360      $   567,342
                                                                          ============      ===========

  Cash paid for interest                                                  $    738,728      $   325,535
                                                                          ============      ===========

NONCASH INVESTING AND FINANCING ACTIVITIES:
  Dividends declared on preferred stock                                   $     78,150      $        --
                                                                          ============      ===========
  Notes payable assumed through foreclosure                               $  2,641,428      $        --
                                                                          ============      ===========
  Investments in real estate held for sale
    acquired through foreclosure                                          $  6,470,052      $        --
                                                                          ============      ===========
</TABLE>

The accompanying notes are an integral part of these statements.

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

NOTE 1 -- BASIS OF PRESENTATION

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. Vestin
Mortgage's  primary  operations  consist  of  the  brokerage  and  placement  of
commercial,  construction,  acquisition and  development,  land, and residential
mortgage  loans  secured by real  property as well as managing two publicly held
funds,  Vestin Fund I, LLC ("Fund I") and Vestin Fund II, LLC ("Fund II"), which
invest in mortgage loans.  Vestin Mortgage as manager of Fund I and Fund II will
be referred to as "Managing Member".

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

The interim consolidated  financial information is unaudited.  In the opinion of
management,  all adjustments  necessary to present fairly the financial position
as of September 30, 2002 and the results of operations and cash flows  presented
herein have been  included in the  consolidated  financial  statements.  Interim
results are not  necessarily  indicative of results of  operations  for the full
year.

The 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

Notes  receivable - related party consists of a note receivable of approximately
$181,000  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  and any accrued
interest due as a lump sum at maturity.

Due from related parties  approximating  $1,415,000 as of September 30, 2002 are
comprised of the following:

    Amounts  due from  Fund I  totaling  $430,000  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  Fund II  totaling  $985,000  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.

Other  investments - related  parties  consists of the Company's  investments in
units  of  Fund  I  and  Fund  II  totaling   $1.0  million  and  $1.1  million,
respectively, as of September 30, 2002.

During the three and nine months  ended  September  30,  2002,  the Company paid
$244,771 and $890,823,  respectively,  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 interest.

The Company's President, Financial Advisor, and Tax Manager are equity owners in
a Certified  Public  Accounting  ("CPA") firm.  During the three and nine months
ended  September 30, 2002, the CPA firm's staff  assisted in the  preparation of
the Company's financial reports and provided  bookkeeping  services at no charge
to the Company.

                                       8
<PAGE>
For the three month  periods  ended  September  30,  2002 and 2001,  the Company
recorded revenues of approximately $30,000 and $33,000,  respectively,  from its
investment in Fund I as a result of distributions declared during those periods.
For the nine month  periods  ended  September  30,  2002 and 2001,  the  Company
recorded revenues of $94,000 and $92,000,  respectively,  from its investment in
Fund I.  Vestin  Mortgage,  as the  Managing  Member,  is  entitled to an annual
management fee of up to 0.25% of the aggregate capital  contributions to Fund I.
During  the three  month  periods  ended  September  30,  2002 and 2001,  Vestin
Mortgage recorded management fees from Fund I of approximately $62,000 and $-0-,
respectively.  For the nine month  periods  ended  September  30, 2002 and 2001,
Vestin Mortgage recorded  management fees from Fund I of approximately  $187,000
and $0, respectively.

For the three month  periods  ended  September  30,  2002 and 2001,  the Company
recorded revenues of approximately $33,000 and $22,000,  respectively,  from its
investment  in  Fund II as a  result  of  distributions  declared  during  those
periods.  For the nine month  periods  ended  September  30, 2002 and 2001,  the
Company  recorded  revenues  of $102,000  and  $22,000,  respectively,  from its
investment in Fund II. Vestin  Mortgage as the Managing Member is entitled to an
annual management fee of up to 0.25% of the aggregate  capital  contributions to
Fund II.  During the three  month  periods  ended  September  30, 2002 and 2001,
Vestin Mortgage recorded management fees from Fund II approximating $162,000 and
$-0-,  respectively.  For the nine month  periods  ended  September 30, 2002 and
2001,  Vestin Mortgage  recorded  management fees from Fund II of  approximately
$399,000 and $-0-, respectively.

During the three and nine month  periods ended  September 30, 2002,  the Company
sold $-0- and  $10,000,000,  respectively  in loans to Fund II  pursuant  to the
terms of the  Operating  Agreement  of Fund II which  permits Fund II to acquire
loans  from  the  Company  if  the  loans  were  acquired  to  facilitate  their
acquisition by Fund II and provided that the price paid by Fund II is no greater
than the Company's  cost.  During the three and nine months ended  September 30,
2002, the Company purchased $4,700,000 in loans from Fund II.

The  Company  relies  primarily  on Fund I and Fund II as  funding  sources  for
mortgage loans  originated.  The Company placed  approximately  $135 million and
$50.2 million in mortgage  loans in the three month periods ended  September 30,
2002, and 2001, respectively.  Since the Funds are the Company's primary funding
source,  it is  expected  that the Funds will  provide  nearly all of the future
disbursements as may be required by the borrowers.

During the three months ended  September 30, 2002,  the Company  entered into an
Aircraft  Usage  Agreement with C5, LLC, a company wholly owned by the Company's
Chief  Executive  Officer.  The  agreement  is to allow  the  Company  to use an
airplane  on a  preferred  basis over any other  proposed  user.  The Company is
required to pay a monthly fee based on an hourly rate of $3,000 per hour for the
first 10 hours and  $2,500  per hour for each hour  thereafter.  The  Company is
required  to make a  minimum  monthly  payment  equivalent  to 16 hours of usage
($45,000).

NOTE 3 -- INVESTMENTS IN MORTGAGE LOANS ON REAL ESTATE

Approximately  $4.3  million in loans  were past due with  respect to payment of
interest  at  September  30,  2002.   The  Company  has  commenced   foreclosure
proceedings  with  respect to such loans.  As of September  30, 2002,  all other
mortgage loans  payments were current and  performing  according to their terms.
Management has evaluated the collectibility of the loans in foreclosure in light
of the category and dollar amounts of such loans,  adverse  situations  that may
affect the borrower's ability to repay,  prevailing  economic conditions and the
underlying collateral securing the loan.  Accordingly,  the Company's management
has elected to establish a reserve for inherent losses in the portfolio totaling
$80,000 based on the Company's  policies and procedures  regarding the valuation
of its investments in mortgage loans on real estate.

NOTE 4 -- INVESTMENTS IN REAL ESTATE HELD FOR SALE

The Company  acquired  the  following  properties  totaling  $6,551,000  through
foreclosure and took title to the properties during the three month period ended
September 30, 2002:

     A residential  property located in Las Vegas,  Nevada with a carrying value
     of $797,000.

     Two  developed  parcels of land  located in Las Vegas,  Nevada with a total
     carrying value of $596,000.

     Vacant land  located in Las Vegas,  Nevada with a total  carrying  value of
     $594,000.

     Vacant land located in Eagle Mountain,  Utah with a total carrying value of
     $4,564,000.

                                       9
<PAGE>
During the nine month period ended  September  30,  2002,  the Company  acquired
through  foreclosure a commercial  property located in Las Vegas,  Nevada with a
value of approximately $3,183,000. The Company subsequently sold the property to
a third party for $3,550,000 resulting in a gain to the Company of approximately
$367,000 for the three month period ending  September 30, 2002. The buyer of the
property  received  funding  from  Funds  I and II in the  aggregate  amount  of
$3,130,000.  The loans from Funds I and II are interest only, payable monthly at
an annual rate of 10% with the principal due in June 2003.

NOTE 5 -- LINES OF CREDIT

The Company  maintains a total of $7,000,000  in revolving  lines of credit with
two financial  institutions  specifically  for interim funding of mortgage loans
placed.  As of September  30, 2002,  the Company had an  outstanding  balance of
$4,700,000  on one of the lines of credit.  The  proceeds  from the advance were
used to purchase a mortgage loan  investment from Fund II. These lines of credit
are payable in monthly  installments  of interest only at the prime lending rate
plus an additional amount ranging from 1.0% to 2.0% (prime lending rate of 4.75%
at  September  30,  2002) and  expire in June  2003.  These  lines of credit are
guaranteed by the Company's Chief Executive Officer and majority stockholder and
any  balances  will be  secured by deed of trust on the  property  which will be
pledged as  collateral  under the terms of the lines of credit.  As of September
30, 2002, the Company was in compliance with all applicable covenants related to
the lines of credit.

NOTE 6 -- NOTES PAYABLE

Notes payable totaling $151,000 as of September 30, 2002,  consist of promissory
notes to various parties related to foreclosed real estate properties (developed
parcels of land) during the nine months ended  September 30, 2002. The notes are
collateralized  by the foreclosed real estate  property,  at an interest rate of
13%, and are due on demand.

NOTE 7 -- NOTES PAYABLE - RELATED PARTY

Notes payable - related party approximating $2,641,000 as of September 30, 2002,
consisted of the following:

    Note payable to a company  solely  owned by the  Company's  Chief  Executive
    Officer totaling  $158,000 related to developed parcels of land. The note is
    collateralized by the real estate property, bears interest at a rate of 13%,
    and is due on demand.

    Note payable to an entity  controlled  by a company  owned by the  Company's
    Chief Executive  Officer totaling  $569,000 related to vacant land. The note
    is collateralized  by the real estate property,  bears interest at a rate of
    6%, and is due on demand.

    Note payable to an entity  controlled  by a company  owned by the  Company's
    Chief Executive  Officer totaling  $174,000 related to vacant land. The note
    is collateralized  by the real estate property,  bears interest at a rate of
    13%, and is due on demand.

    Note payable to a company  solely  owned by the  Company's  Chief  Executive
    Officer   totaling   $1,740,000   related  to  vacant  land.   The  note  is
    collateralized by the real estate property,  at an interest rate of 13%, and
    is due on demand.

NOTE 8 -- TREASURY STOCK

During the nine months ended  September 30, 2002, the Company  acquired  295,000
shares of the Company's  common stock for a total value of $2,478,000  which was
held in treasury as of September 30, 2002.

NOTE 9 -- DIVIDENDS PAYABLE

In  September   2002,  the  Company   declared  a  cash  dividend  to  preferred
stockholders of $0.08 per share that was paid in October 2002.

NOTE 10 -- EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share exclude the effects of dilution and are computed
by dividing  net income  (loss)  available to common  shareholders  adjusted for
dividends to preferred  shareholders  by the weighted  average  amount of common
stock outstanding for the periods. Diluted earnings (loss) per share reflect the
potential  dilution that may occur if options,  convertible  preferred  stock or
other  contracts to issue stock were  exercised or converted  into common stock.
During the three and nine months ended  September  30,  2002,  basic and diluted
earnings per share included adjustments for dividends to preferred  shareholders
of $234,450  and  $703,350,  respectively.  There were no dividends to preferred
shareholders during the same periods in 2001.

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NOTE 11 -- COMMITMENT AND CONTINGENCIES

The  Company  entered  into an  intercreditor  agreement  whereby a third  party
investor (the  "Investor")  may  participate in certain  mortgage loans with the
Company, Fund I, and Fund II (collectively the "Lead Lenders").  In the event of
borrower non-performance, the intercreditor agreement gives the Lead Lenders the
right to either (i)  continue to remit to the  Investor  the interest due on the
participated loan amount;  (ii) substitute an alternative loan acceptable to the
Investor; or (iii) repurchase the participated loan amount from the Investor for
the outstanding balance plus accrued interest.  Consequently,  the mortgage loan
financing  under the  participation  arrangement is subject to the provisions of
SFAS No. 140,  Accounting  for Transfers  and Servicing of Financial  Assets and
Extinguishments of Liabilities.

As of September 30, 2002, the Investor  participated  in mortgage loans totaling
$32,000,000,  of which the Lead  Lenders  bear the risk in the event of borrower
non-performance. At September 30, 2002, the Company did not have any outstanding
loans in which the Investor was a participant.  All loans that were participated
under the intercreditor agreement at September 30, 2002 were participated by and
between the Funds and the Investor.

NOTE 12 -- NEW ACCOUNTING PRONOUNCEMENT

In April 2002, the FASB issued SFAS No. 145,  "RESCISSION OF FASB STATEMENTS NO.
4, 44, AND 64, AMENDMENT OF FASB STATEMENT NO. 13, AND TECHNICAL  CORRECTIONS AS
OF APRIL 2002 ." This standard  rescinds SFAS No. 4, "REPORTING GAINS AND LOSSES
FROM EXTINGUISHMENT OF DEBT," and an amendment of that Statement, SFAS No. 64, "
EXTINGUISHMENTS OF DEBT MADE TO SATISFY SINKING-FUND REQUIREMENTS " and excludes
extraordinary   item  treatment  for  gains  and  losses   associated  with  the
extinguishment  of debt that do not meet the APB Opinion No. 30, " REPORTING THE
RESULTS OF  OPERATIONS  --  REPORTING  THE EFFECTS OF DISPOSAL OF A SEGMENT OF A
BUSINESS,  AND  EXTRAORDINARY,  UNUSUAL AND  INFREQUENTLY  OCCURRING  EVENTS AND
TRANSACTIONS " ("APB 30") criteria.  Any gain or loss on  extinguishment of debt
that was  classified as an  extraordinary  item in prior periods  presented that
does not meet the criteria in APB 30 for classification as an extraordinary item
shall be  reclassified.  SFAS No. 145 also amends SFAS No. 13, " ACCOUNTING  FOR
LEASES, " as well as other existing authoritative pronouncements to make various
technical  corrections,  clarify meanings, or describe their applicability under
changed  conditions.  The Company is  required  to adopt SFAS No. 145  effective
January 1, 2003 and does not expect  that it will have a material  impact on its
financial condition or results of operations.

In June 2002,  the FASB issued SFAS No. 146, " ACCOUNTING  FOR COSTS  ASSOCIATED
WITH EXIT OR DISPOSAL  ACTIVITIES." This standard addresses financial accounting
and reporting for costs associated with exit or disposal activities and replaces
Emerging  Issues Task Force Issue No. 94-3, " LIABILITY  RECOGNITION FOR CERTAIN
EMPLOYEE  TERMINATION  BENEFITS  AND OTHER COSTS TO EXIT AN ACTIVITY  (INCLUDING
CERTAIN COSTS INCURRED IN A RESTRUCTURING)" ("EITF 94-3"). SFAS No. 146 requires
that a  liability  for costs  associated  with an exit or  disposal  activity be
recognized when the liability is incurred. Under EITF 94-3, a liability for exit
costs,  as defined  in EITF  94-3,  was  recognized  at the date of an  entity's
commitment  to an exit plan.  The  provisions  of SFAS No. 146 are effective for
exit or disposal activities that are initiated by the Company after December 31,
2002.  It is not expected that the adoption of SFAS No. 146 will have a material
impact on the Company's financial position or results of operations.

NOTE 13--SUBSEQUENT EVENT

On November 1, 2002 the Company declared a dividend of $0.12 per common share of
stock,  payable on November 26, 2002, to  shareholders of record as of the close
of business on November 19, 2002.

In October 2002, Vestin Mortgage entered into an agreement to provide management
services to inVestin  Nevada,  Inc.,  a  corporation  wholly  owned by the Chief
Executive  Officer of the Company that will seek to raise  $100,000,000  through
the sale of subordinated notes to Nevada residents.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

BACKGROUND

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

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<PAGE>
In April 2000, Vestin Group acquired Vestin Capital, Inc., formerly DM Financial
Services,  Inc., a registered  broker-dealer in 43 states ("Vestin Capital"). In
December 1999, 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").  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.

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  September  30, 2002,  Fund II had
raised  approximately  $282 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.

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

Fund I and  Fund II  (collectively  referred  to as the  "Funds")  are the  main
funding sources for Vestin Mortgage's  commercial mortgage brokerage activities.
As manager of the Funds,  Vestin  Mortgage  evaluates  prospective  investments,
selects  the  mortgages  in which  they will  invest  and  makes all  investment
decisions for the Funds.  Additionally,  Vestin  Mortgage is responsible for all
administrative  matters such as accounting,  tax and legal  requirements for the
Funds. Vestin Mortgage is entitled to receive an annual management fee from each
fund of up to 0.25% of the aggregate  capital  contributions  to each fund.  The
Company  may, in its sole  discretion,  waive its  management  fee.  The Company
earned management fees for the three and nine months ended September 30, 2002 of
$62,000  and  $187,000  for  Fund I and  $162,000  and  $399,000  for  Fund  II,
respectively.  As of September 30, 2002, the Company owns approximately  100,000
units in Fund I and 110,000 units in Fund II as consideration  for expenses paid
by the Company to unaffiliated  third parties in connection with the offering of
such  units.  The  Company's  ownership  interest  in  Funds I and II  represent
approximately 0.6% and 0.7% of the outstanding amount of units, respectively, as
of September 30, 2002.

FINANCIAL REVIEW

The following financial review and analysis concerns the financial condition and
results  of  operations  of the  Company  for the  three and nine  months  ended
September 30, 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 and form 10-KSB/A
for the year ended December 31, 2001.

RESULTS OF OPERATIONS

COMPARISON OF THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

REVENUE

The Company reported total revenues of approximately  $8.8 million for the three
month period ended  September  30, 2002,  an increase of 77% from  approximately
$5.0 million for the three month period ended September 30, 2001.  Approximately
98% of the  Company's  revenue for both  periods was derived  from its  mortgage
brokerage  operations.  The  remaining  revenue  was  principally  generated  by

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<PAGE>
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 September 30, 2002 and 2001.

For the nine  months  ended  September  30,  2002,  the  Company  reported a 68%
increase in revenue of approximately  $22.7 million as compared to $13.6 million
for the same period the previous year.

Loan  placement fees increased from $2.3 million in the third quarter of 2001 to
$6.2 million for the third quarter of 2002, an increase of  approximately  170%.
The  increase  in  loan  placement  fee  revenues   resulted  largely  from  the
significant increase in the dollar amount of loans arranged by the Company. Loan
placement  fees as a percentage  of loans made  decreased  marginally  from 4.6%
during  the third  quarter  of 2001 to 4.5%  during  the third  quarter of 2002.
Servicing  and  extension  fees also  decreased  from $2.5  million in the third
quarter  of 2001 to $1.5  million in the third  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
$149  thousand and $111  thousand of revenues in the three month  periods  ended
September  30, 2002 and 2001,  respectively,  were derived from  investments  in
mortgage loans,  and investments in Fund I and II. As of September 30, 2002, the
Company had  approximately  $11.5 million  invested in mortgage loans,  and $2.1
million  invested in Funds I and II. The Company  earns  additional  income from
interest earned on its bank deposits.

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

Real estate markets are significantly  influenced by local conditions as well as
by national  economic  conditions.  Thus,  real estate markets vary greatly from
place to place and local  knowledge  of a real  estate  market is  essential  to
prudent lending. In order to obtain such local knowledge, the Company intends to
engage the services of local real estate brokers and real estate lawyers who are
believed to be familiar  with the markets into which the Company may expand.  No
assurances can be given that the Company will be successful in any  geographical
expansion of its operations or that it will be able to mitigate the risk of such
expansion  by  working  with  local  brokers  and  lawyers.   Any   difficulties
encountered by the Company in this regard could  adversely  affect the Company's
results of operations, slow down its expansion plans or result in a reduction of
loan placement fees.

SALES AND MARKETING EXPENSES

Sales and marketing  expenses  primarily  consist of advertising  costs,  public
relations  expenses,  commissions  and  travel  expenses.  Sales  and  marketing
expenses  were  approximately  $2.2  million and $2.0  million,  or 25% and 40%,
respectively,  of the Company's total revenues for the three-month periods ended
September  30, 2002 and 2001,  respectively.  The increase for the third quarter
2002 is  primarily  related to an  increase  in  commission  expenses  due to an
overall increase in loans originated.

Sales and  marketing  expenses  for the nine months  ended  September  30, 2002,
approximated  $6.3 million versus $6.4 million for the same period in 2001. This
decrease is primarily related to a decrease in public relations expenses.

GENERAL AND ADMINISTRATIVE EXPENSES

General and  administrative  expenses  included  payroll  and related  expenses,
consultation fees,  professional fees, and general corporate  expenses.  General
and  administrative  expenses of the Company  were $3.3  million or 38% of total
revenues for the third quarter of 2002,  and $2.5 million or 49% of revenues for
the third  quarter of 2001.  The  Company  anticipates  that,  as the  Company's
operations  grow,  general and  administrative  expenses will increase at a more
moderate rate and will decrease as a percentage of total  revenues.  The Company
believes that its current  management  infrastructure  is largely  sufficient to
handle the increasing level of lending activity resulting from the growth in the
Company's funding sources.

General and administrative expenses for the nine months ended September 30, 2002
were $8.6 million versus $6.9 million for the same period in 2001. This increase
is  related  to  a  number  of  factors  including  an  increase  in  legal  and
professional  fees,  provisions  for loan losses of $80,000,  investment  losses
approximating $657,000 and a general increase related to the Company's growth.

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<PAGE>
INCOME BEFORE INCOME TAXES

As a result of the foregoing  factors,  results from operations before provision
for  income  taxes  generated  $3.3  million  in the three  month  period  ended
September 30, 2002 as compared to $0.4 million  generated in the same period for
the previous year.

For the nine months ended  September  30, 2002 results  from  operations  before
provision for income taxes  generated $7.4 million versus a loss from operations
of $50 thousand in the nine months ended September 30, 2001.

CRITICAL ACCOUNTING POLICIES

REVENUE RECOGNITION

The  Company  recognizes  revenue  primarily  from  loan  placement  fees,  loan
servicing fees and extension  fees.  Loan placement fees are recorded as revenue
at the close of escrow and reduced by direct loan placement costs on loans which
the Company has not recorded as  investments  in mortgage loans on its financial
statements.  Typically,  deeds of trust related to loans placed are initially in
the Company's name to facilitate the loan  placement  process.  Upon arranging a
funding source for such loans, the deeds of trust are assigned to the respective
investor (i.e., individual investors,  Fund I, and Fund II). Loan servicing fees
are  recorded  as  revenue  when such  services  are  rendered.  Servicing  fees
represent the interest  spread between what is paid to the investor and what the
borrower  pays  for the use of the  money.  This  can  vary  from  loan to loan.
Extension fees are generally recorded as revenue at the extension grant date.

INVESTMENTS IN REAL ESTATE HELD FOR SALE

Real estate held for sale includes real estate acquired through  foreclosure and
is  carried  at the  lower  of the  recorded  amount,  inclusive  of any  senior
indebtedness,  or the property's  estimated fair value,  less estimated costs to
sell.

INVESTMENTS IN MORTGAGE LOANS

Investments  in  mortgage  loans  are  secured  by trust  deeds  and  mortgages.
Generally,  all of the Company's  mortgage loans require  interest only payments
with a balloon  payment of the  principal at maturity.  The Company has both the
intent and ability to hold mortgage loans until maturity and therefore, mortgage
loans are classified and accounted for as held for investment and are carried at
cost.  Interest income on loans is accrued by the effective interest method. The
Company does not recognize  interest  income from loans once they are determined
to be  impaired.  A loan is  impaired  when,  based on current  information  and
events,  it is probable  that the Company  will be unable to collect all amounts
due according to the contractual terms of the loan agreement or when the payment
of interest  is 90 days past due.  As of  September  30,  2002,  the Company had
approximately  $10.8 million in loans that were greater than 90 days past due in
payment of interest in which the Company's  investment totaled $4.3 million. The
Company has  commenced  foreclosure  proceedings  with  respect to these  loans.
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
loan-to-value ratio on the underlying collateral securing the loan.

ALLOWANCE FOR LOAN LOSSES

The Company  provides for possible losses on mortgage loans through an allowance
for loan losses.  Additions to the reserve are based on an assessment of certain
factors including,  but not limited to, inherent 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.  The  Company has  evaluated  all  factors,  and
determined an allowance for loan losses  totaling  $80,000 is adequate  based on
management's  review of the Company's loan portfolio and its impairment analysis
of investments in mortgage loans.

INVESTMENTS IN FUNDS

The Company's investments in the Funds are accounted for under the equity method
in which the  Company's  share of the Funds'  earnings or losses are included in
the consolidated statements of income.

                                       14
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

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

For the nine  months  ended  September  30,  2002,  the cash flows  provided  by
operating  activities  of the Company  approximated  $5.4  million or 24% of the
Company's total revenue,  compared to cash used in operating  activities of $0.8
million or 6% during the nine months period ended  September 30, 2001. Cash used
in investing  activities  approximated $3.0 million during the nine months ended
September  30,  2002,  compared  to cash used in  investing  activities  of $3.5
million  during the same period of the prior year.  During the nine month period
ended  September  30,  2002,  the Company  sold two  properties  it had acquired
through  foreclosure  totaling $4.7 million and  reinvested  $3.5 million of the
proceeds in mortgage loans.

The Company has historically  relied upon cash flow from operations and the sale
of securities to provide for its capital  requirements  . During the nine months
ended September 30, 2002, the Company generated net income of $4.9 million and a
positive  cash flow from  operating  activities  of $5.4  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 September 30, 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  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 September 30, 2002, Fund I had approximately  $98
million of capital and Fund II had  approximately  $282 million of capital.  The
Company placed approximately $135 million and $50.2 million in mortgage loans in
the three month periods ended September 30, 2002, and 2001, respectively. Of the
$135 million placed in the three months ended September 30, 2002, $25 million is
subject to future  disbursements  as may be required by the  borrowers  and $110
million was disbursed during the three month period.  Of this amount,  the Funds
provided the majority of funding required by the borrowers.  Since the Funds are
the Company's primary funding source, it is expected that the Funds will provide
the majority of the future disbursements as may be required by the borrowers.

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

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

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<PAGE>
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  will  continue to maintain its
access for 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 $7,000,000 in revolving lines of
credit with two  financial  institutions  specifically  for  interim  funding of
mortgage loans. There was a balance of $4.7 million  outstanding on the lines of
credit as of  September  30,  2002  which was used to  purchase  investments  in
mortgage  loans  from Fund II.  The  lines of  credit  are  payable  in  monthly
installments  of  interest  only at the prime  lending  rate plus an  additional
amount  ranging from 1.0% to 2.0% (prime  lending rate of 4.75% at September 30,
2002) and  expires in June 2003.  These  lines of credit are  guaranteed  by the
Company's  majority  stockholder  and will be  secured  by deeds of trust on the
property to be pledged as  collateral  for any advances  made under the lines of
credit.  As of  September  30,  2002,  the  Company  is in  compliance  with all
applicable covenants related to the lines of credit.

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

                                       16
<PAGE>
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.  As a result, loans arranged by the Company and loans
in which the  Company  may invest may suffer  from a higher  rate of defaults as
compared to loans arranged by more conventional lenders. The Company attempts to
mitigate this risk by insisting  upon lower loan to value  ratios.  Nonetheless,
the  Company's  future  results  of  operations  may be  adversely  affected  by
defaulting   borrowers  and  the  attendant  risk  and  expense  of  foreclosure
proceedings.  Additionally,  loan  to  value  ratios  on some  construction  and
development loans may be calculated using an "As Completed" appraisal.

RISKS OF INTEREST RATE CHANGES

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

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

One of the results of interest rate  fluctuations  is that borrowers may seek to
extend their  low-interest-rate  mortgage loans after market interest rates have
increased.  Generally,  the Company's loan documents permit the Company to raise
the interest rate it charges on extended  loans anywhere from between 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. Currently,
the Company does not have any loans with monthly or quarterly  principal payment
requirements.

    (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.

                                       17
<PAGE>
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.

ITEM 3.  CONTROLS AND PROCEDURES.

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

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

                                       18
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT                                                                         PAGE NUMBER/
 NUMBER                         DESCRIPTION                                     FILING METHOD
 ------                         -----------                                     -------------
<S>      <C>                                                                    <C>
  2.1    Agreement and Plan of Reorganization among the Company,
         Capsource, Inc. and Stephen J. Byrne, dated as of April 9, 1999              *

  2.2    Asset Acquisition Agreement between the Company and Del Mar
         Holdings, Inc., dated as of April 9, 1999                                    *

  2.3    Asset Acquisition Agreement between the Company and Del Mar
         Mortgage, Inc., dated as of April 9. 1999                                    *

  2.4    Agreement and Plan of Reorganization among the Company, L. L.
         Bradford & Company ** and the Shareholders of L. L. Bradford &
         Company, dated June 30, 2000                                                 **

  3.1    Certificate of Incorporation                                                ***

  3.2    By-laws                                                                     ***

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

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

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

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

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

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

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

 10.8    Third Amended and Restated Operating Agreement of DM Mortgage
         Investors, LLC, dated as of November 2, 2000                                *****

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

----------
      *   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.
</TABLE>

(b) Reports on Form 8-K

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

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

    (ii) Item 7 -- Exhibits.

                                       19
<PAGE>
                                   SIGNATURES

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

VESTIN GROUP, INC

By: /s/ Lance K. Bradford
Lance K. Bradford, President
Date: November 14, 2002


By: /s/ John Alderfer
John Alderfer, Chief Financial Officer
Date: November 14, 2002

                                       20
<PAGE>
                                 CERTIFICATIONS

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

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

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

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

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

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

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

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

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

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

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

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


Date: November 14, 2002


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

                                       21
<PAGE>
                                 CERTIFICATIONS

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

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

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

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

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

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

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

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

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

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

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

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


Date: November 14, 2002


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

                                       22