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U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q

(MARK ONE)

|                                                                                             |  | 
|-------------------------------------------------------------------------------------------- |  | 
|[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2003

Or

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

Transition Period From  To

COMMISSION FILE NUMBER 333-32800

VESTIN FUND I, LLC

(Exact Name of Registrant as Specified in Its Charter)


|                                                                      |  |                                                
|--------------------------------------------------------------------- |  | -----------------------------------------------
|NEVADA
(State or Other Jurisdiction of
Incorporation or Organization) |  | 88-0446244
(I.R.S. Employer
Identification No.)

2901 EL CAMINO AVENUE, SUITE 206, LAS VEGAS, NEVADA 89102
(Address of Principal Executive Offices) (Zip Code)

Registrants Telephone Number: 702.227.0965

Indicate by check whether the registrant: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 [  ]

As of January 31, 2004, the Issuer had 8,390,301 of its Units outstanding.

Indicate by check whether the registrant is an accelerated filer (as defined in
Rule 12b-2 of the Exchange Act.)

Yes [  ] No [X]





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TABLE OF CONTENTS



|                          |                                                                                               |                               |  |  |  |  |  | 
|------------------------- | --------------------------------------------------------------------------------------------- | ----------------------------- |  |  |  |  |  | 
|                          |                                                                                               | BALANCE SHEETS               
|                          |                                                                                               | STATEMENTS OF INCOME         
|                          |                                                                                               | STATEMENTS OF MEMBERS EQUITY
|                          |                                                                                               | STATEMENTS OF CASH FLOWS     
|                          |                                                                                               | NOTES TO FINANCIAL STATEMENTS
|                          | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                          | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|                          | ITEM 4. CONTROLS AND PROCEDURES                                                              
|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 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES               
|EXHIBIT 31.1             
|EXHIBIT 31.2             
|EXHIBIT 32               



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TABLE OF CONTENTS

|           |  |                                                                                            |  |     
|---------- |  | ------------------------------------------------------------------------------------------ |  | ----
|           |  |                                                                                            |  | PAGE
|           |  |                                                                                            |  |     
|PART I     |  | FINANCIAL INFORMATION                                                                      |  |     
|Item 1.    |  | Financial Statements                                                                       |  |     
|           |  | Balance sheets as of December 31, 2003 (unaudited), and September 30, 2003                 |  | 3   
|           |  | Statements of income for the three months ended December 31, 2003 and 2002 (unaudited)     |  | 4   
|           |  | Statement of members equity for the three months ended December 31, 2003 (unaudited)      |  | 5   
|           |  | Statements of cash flows for the three months ended December 31, 2003 and 2002 (unaudited) |  | 6   
|           |  | Notes to financial statements (unaudited)                                                  |  | 7   
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations      |  | 14  
|Item 3.    |  | Quantitative and Qualitative Disclosures about Market Risk                                 |  | 21  
|Item 4.    |  | Controls and Procedures                                                                    |  | 21  
|PART II    |  | OTHER INFORMATION                                                                          |  |     
|Item 1.    |  | Legal Proceedings                                                                          |  | 22  
|Item 2.    |  | Changes in Securities and Use of Proceeds                                                  |  | 22  
|Item 3.    |  | Defaults Upon Senior Securities                                                            |  | 22  
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                        |  | 22  
|Item 6.    |  | Exhibits and Reports on Form 8-K                                                           |  | 22  
|SIGNATURES |  | 23                                                                                        

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Vestin Fund I, LLC




BALANCE SHEETS

|                                                                                                                                                                                                                                            |                         |                                       |             |            |             |                   |             |                    |             |  |  | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------- | ------------------------------------- | ----------- | ---------- | ----------- | ----------------- | ----------- | ------------------ | ----------- |  |  | 
|                                                                                                                                                                                                                                            |                         |                                       |             |            |             | DECEMBER 31, 2003 |             | SEPTEMBER 30, 2003
|                                                                                                                                                                                                                                            |                         |                                       |             |            |             |                   |             |                   
|                                                                                                                                                                                                                                            |                         |                                       |             |            |             | (UNAUDITED)       |             |                    |             | 
|ASSETS                                                                                                                                                                                                                                     
|Cash                                                                                                                                                                                                                                        |                         | $                                     | 13,367,149  |            |             | $                 | 13,707,547  |                   
|Certificates of deposit                                                                                                                                                                                                                     |                         |                                       | 1,184,711   |            |             |                   | 1,175,000   |                   
|Interest and other receivables                                                                                                                                                                                                              |                         |                                       | 1,507,779   |            |             |                   | 1,632,327   |                   
|Real estate held for sale                                                                                                                                                                                                                   |                         |                                       | 26,366,475  |            |             |                   | 26,523,340  |                   
|Investment in mortgage loans, net of allowance for loan losses
of $600,000 and $500,000 at December 31, 2003, and
September 30, 2003, respectively                                                                                          |                         |                                       | 50,763,555  |            |             |                   | 51,694,617  |                   
|Assets under secured borrowings                                                                                                                                                                                                             |                         |                                       | 16,301,286  |            |             |                   | 20,323,719  |                   
|Prepaid expenses                                                                                                                                                                                                                            |                         |                                       | 7,650       |            |             |                   | 7,650       |                   
|                                                                                                                                                                                                                                            |                         |                                       |             |            |             |                   |             |                   
|                                                                                                                                                                                                                                            |                         | $                                     | 109,498,605 |            |             | $                 | 115,064,200 |                   
|                                                                                                                                                                                                                                            |                         |                                       |             |            |             |                   |             |                   
|LIABILITIES AND MEMBERS EQUITY                                                                                                                                                                                                            
|Liabilities                                                                                                                                                                                                                                 |                         |                                       |             |            |             |                   |             |                   
|                                                                                                                                                                                                                                            | Accounts payable        |                                       | $           | 1,221      |             |                   | $           | 22,955             |            
|                                                                                                                                                                                                                                            | Due to Manager          |                                       |             | 250,145    |             |                   |             | 361,607            |            
|                                                                                                                                                                                                                                            | Due to related parties  |                                       |             | 669,949    |             |                   |             | 1,079,423          |            
|                                                                                                                                                                                                                                            | Note payable            |                                       |             | 2,000,000  |             |                   |             | 2,000,000          |            
|                                                                                                                                                                                                                                            | Note
payable to Fund II |                                       |             | 4,733,311  |             |                   |             | 4,733,311          |            
|                                                                                                                                                                                                                                            | Secured borrowings      |                                       |             | 16,301,286 |             |                   |             | 20,323,719         |            
|                                                                                                                                                                                                                                            | Deferred income         |                                       |             | 99,749     |             |                   |             | 28,117             |            
|                                                                                                                                                                                                                                            |                         |                                       |             |            |             |                   |             |                   
|                                                                                                                                                                                                                                            |                         | Total liabilities                     |             |            | 24,055,661  |                   |             |                    | 28,549,132  | 
|                                                                                                                                                                                                                                            |                         |                                       |             |            |             |                   |             |                   
|Members
equity - authorized 10,000,000 units,
9,062,266 units and 9,124,566 units at $10 per unit issued
and outstanding at December 31, 2003 and September 30, 2003,
respectively, and outstanding at $9.43 per unit at December 31, 2003 |                         |                                       | 85,442,944  |            |             |                   | 86,515,068  |                   
|                                                                                                                                                                                                                                            |                         |                                       |             |            |             |                   |             |                   
|                                                                                                                                                                                                                                            |                         | Total members equity                 |             |            | 85,442,944  |                   |             |                    | 86,515,068  | 
|                                                                                                                                                                                                                                            |                         |                                       |             |            |             |                   |             |                   
|                                                                                                                                                                                                                                            |                         | Total liabilities and members equity |             | $          | 109,498,605 |                   |             | $                  | 115,064,200 | 
|                                                                                                                                                                                                                                            |                         |                                       |             |            |             |                   |             |                   

The accompanying notes are an
integral part of these statements.

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Vestin Fund I, LLC




STATEMENTS OF INCOME

(unaudited)

|                                                                      |                                                   |                          |           |                   |           |                   |           |           |           | 
|--------------------------------------------------------------------- | ------------------------------------------------- | ------------------------ | --------- | ----------------- | --------- | ----------------- | --------- | --------- | --------- | 
|                                                                      |                                                   |                          |           | FOR THE           |           | FOR THE          
|                                                                      |                                                   |                          |           | THREE MONTHS      |           | THREE MONTHS     
|                                                                      |                                                   |                          |           | ENDED             |           | ENDED            
|                                                                      |                                                   |                          |           | DECEMBER 31, 2003 |           | DECEMBER 31, 2002
|                                                                      |                                                   |                          |           |                   |           |                  
|Revenues                                                              |                                                   |                          |           |                   |           |                   |           |          
|                                                                      | Interest income from investment in
mortgage loans |                          | $         | 1,818,890         |           |                   | $         | 2,516,526 |          
|                                                                      | Loan fees                                         |                          |           | 72,233            |           |                   |           | 104,788   |          
|                                                                      | Other income                                      |                          |           | 157,025           |           |                   |           | 34,932    |          
|                                                                      |                                                   |                          |           |                   |           |                   |           |          
|                                                                      |                                                   | Total revenues           |           |                   | 2,048,148 |                   |           |           | 2,656,246 | 
|                                                                      |                                                   |                          |           |                   |           |                   |           |          
|Operating expenses                                                    |                                                   |                          |           |                   |           |                   |           |          
|                                                                      | Management fees to Manager                        |                          |           | 63,796            |           |                   |           | 62,655    |          
|                                                                      | Provision for loan losses                         |                          |           | 100,000           |           |                   |           | 100,000   |          
|                                                                      | Interest expense                                  |                          |           | 495,072           |           |                   |           | 176,303   |          
|                                                                      | Valuation allowances on real estate held for sale |                          |           | 521,378           |           |                   |           |          |          
|                                                                      | Expenses related to real estate held for sale     |                          |           | 57,725            |           |                   |           |          |          
|                                                                      | Legal expenses                                    |                          |           | 21,215            |           |                   |           |          |          
|                                                                      | Other                                             |                          |           | 1,355             |           |                   |           | 30,085    |          
|                                                                      |                                                   |                          |           |                   |           |                   |           |          
|                                                                      |                                                   | Total operating expenses |           |                   | 1,260,541 |                   |           |           | 369,043   | 
|                                                                      |                                                   |                          |           |                   |           |                   |           |          
|                                                                      |                                                   | NET INCOME               |           | $                 | 787,607   |                   |           | $         | 2,287,203 | 
|                                                                      |                                                   |                          |           |                   |           |                   |           |          
|Net income allocated to members                                       |                                                   | $                        | 787,607   |                   |           | $                 | 2,287,203 |          
|                                                                      |                                                   |                          |           |                   |           |                   |           |          
|Net income allocated to members per
weighted average membership units |                                                   | $                        | 0.09      |                   |           | $                 | 0.23      |          
|                                                                      |                                                   |                          |           |                   |           |                   |           |          
|Weighted average membership units                                     |                                                   |                          | 9,110,711 |                   |           |                   | 9,920,256 |          
|                                                                      |                                                   |                          |           |                   |           |                   |           |          

The accompanying notes are an
integral part of these statements.

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Vestin Fund I, LLC




STATEMENTS OF MEMBERS EQUITY

FOR THE THREE MONTHS ENDED DECEMBER 31, 2003

(unaudited)

|                                      |  |       |           |        |  |   |            |  
|------------------------------------- |  | ----- | --------- | ------ |  | - | ---------- | -
|                                      |  | Units |           | Amount
|                                      |  |       |           |       
|Members equity at September 30, 2003 |  |       | 9,124,565 |        |  | $ | 86,515,068 |  
|Distributions                         |  |       |          |        |  |   | (1,272,645 | )
|Reinvestments of distributions        |  |       | 25,288    |        |  |   | 252,878    |  
|Members withdrawals                  |  |       | (87,587   | )      |  |   | (839,964   | )
|Net income                            |  |       |          |        |  |   | 787,607    |  
|                                      |  |       |           |        |  |   |            |  
|Members equity at December 31, 2003  |  |       | 9,062,266 |        |  | $ | 85,442,944 |  
|                                      |  |       |           |        |  |   |            |  

The accompanying notes are an
integral part of these statements.

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Vestin Fund I, LLC




STATEMENTS OF CASH FLOWS

(unaudited)

|                                                    |                                                                                   |                                                        |                                                     |            |                   |            |                   |             |             |            |  
|--------------------------------------------------- | --------------------------------------------------------------------------------- | ------------------------------------------------------ | --------------------------------------------------- | ---------- | ----------------- | ---------- | ----------------- | ----------- | ----------- | ---------- | -
|                                                    |                                                                                   |                                                        |                                                     |            | FOR THE THREE     |            | FOR THE THREE    
|                                                    |                                                                                   |                                                        |                                                     |            | MONTHS ENDED      |            | MONTHS ENDED     
|                                                    |                                                                                   |                                                        |                                                     |            | DECEMBER 31, 2003 |            | DECEMBER 31, 2002
|                                                    |                                                                                   |                                                        |                                                     |            |                   |            |                  
|Cash flows from operating activities:               |                                                                                   |                                                        |                                                     |            |                   |            |                   |            
|                                                    | Net income                                                                        |                                                        | $                                                   | 787,607    |                   |            | $                 | 2,287,203   |            
|                                                    | Adjustments to reconcile net income to net
cash provided by operating activities: |                                                        |                                                     |            |                   |            |                   |             |            
|                                                    |                                                                                   | Valuation allowances on real estate held for sale      |                                                     |            | 521,378           |            |                   |             |            |           
|                                                    |                                                                                   | Provision for loan losses                              |                                                     |            | 100,000           |            |                   |             | 100,000     |           
|                                                    |                                                                                   | Change in operating assets and liabilities:            |                                                     |            |                   |            |                   |             |             |           
|                                                    |                                                                                   |                                                        | Interest and other receivables                      |            |                   | 124,548    |                   |             |             | (116,747   | )
|                                                    |                                                                                   |                                                        | Other assets                                        |            |                   |           |                   |             |             | (8,753     | )
|                                                    |                                                                                   |                                                        | Due to Manager                                      |            |                   | (111,462   | )                 |             |             | 100,697    |  
|                                                    |                                                                                   |                                                        | Due to related parties                              |            |                   | (409,474   | )                 |             |             |           |  
|                                                    |                                                                                   |                                                        | Accounts payable                                    |            |                   | (21,734    | )                 |             |             |           |  
|                                                    |                                                                                   |                                                        | Deferred income                                     |            |                   | 71,632     |                   |             |             |           |  
|                                                    |                                                                                   |                                                        |                                                     |            |                   |            |                   |            
|                                                    |                                                                                   |                                                        | Net cash provided by operating activities           |            |                   | 1,062,495  |                   |             |             | 2,362,400  |  
|                                                    |                                                                                   |                                                        |                                                     |            |                   |            |                   |            
|Cash flows from investing activities:               |                                                                                   |                                                        |                                                     |            |                   |            |                   |            
|                                                    | Purchase of investments in mortgage loans                                         |                                                        |                                                     | (9,129,020 | )                 |            |                   | (17,000,967 | )          
|                                                    | Purchase of investments in mortgage loans from:                                   |                                                        |                                                     |            |                   |            |                   |             |            
|                                                    |                                                                                   | Vestin Fund II, LLC                                    |                                                     |            |                  |            |                   |             | (12,575,000 | )         
|                                                    |                                                                                   | Other related party                                    |                                                     |            | (350,000          | )          |                   |             | (3,870,000  | )         
|                                                    |                                                                                   | Private investor                                       |                                                     |            | (1,498,465        | )          |                   |             |            |           
|                                                    | Repayment of secured borrowing                                                    |                                                        |                                                     | (58,254    | )                 |            |                   |            |            
|                                                    | Proceeds received from sale of mortgage loans to:                                 |                                                        |                                                     |            |                   |            |                   |             |            
|                                                    |                                                                                   | Vestin Fund II, LLC                                    |                                                     |            |                  |            |                   |             | 12,520,000  |           
|                                                    |                                                                                   | Other related party                                    |                                                     |            |                  |            |                   |             | 4,665,938   |           
|                                                    | Payments related to real estate held for sale                                     |                                                        |                                                     | (306,259   | )                 |            |                   |            |            
|                                                    | Proceeds from loan payoff                                                         |                                                        |                                                     | 11,808,547 |                   |            |                   | 14,725,208  |            
|                                                    | Purchase
of certificates of deposit                                               |                                                        |                                                     | (9,711     | )                 |            |                   |            |            
|                                                    | Proceeds from certificates of deposit                                             |                                                        |                                                     |           |                   |            |                   | 575,000     |            
|                                                    |                                                                                   |                                                        |                                                     |            |                   |            |                   |            
|                                                    |                                                                                   |                                                        | Net cash provided by (used in) investing activities |            |                   | 456,838    |                   |             |             | (959,821   | )
|                                                    |                                                                                   |                                                        |                                                     |            |                   |            |                   |            
|Cash flows from financing activities:               |                                                                                   |                                                        |                                                     |            |                   |            |                   |            
|                                                    | Members distributions, net of reinvestments                                      |                                                        |                                                     | (1,019,767 | )                 |            |                   | (2,283,004  | )          
|                                                    | Members withdrawals                                                              |                                                        |                                                     | (839,964   | )                 |            |                   | (1,476,294  | )          
|                                                    |                                                                                   |                                                        |                                                     |            |                   |            |                   |            
|                                                    |                                                                                   |                                                        | Net cash used in financing activities               |            |                   | (1,859,731 | )                 |             |             | (3,759,298 | )
|                                                    |                                                                                   |                                                        |                                                     |            |                   |            |                   |            
|                                                    |                                                                                   |                                                        | NET DECREASE IN CASH                                |            |                   | (340,398   | )                 |             |             | (2,356,719 | )
|Cash, beginning of period                           |                                                                                   |                                                        | 13,707,547                                          |            |                   |            | 2,762,334         |            
|                                                    |                                                                                   |                                                        |                                                     |            |                   |            |                   |            
|Cash, ending of period                              |                                                                                   | $                                                      | 13,367,149                                          |            |                   | $          | 405,615           |            
|                                                    |                                                                                   |                                                        |                                                     |            |                   |            |                   |            
|Supplemental disclosures of cash flows information: |                                                                                   |                                                        |                                                     |            |                   |            |                   |            
|                                                    | Non-cash financing activities:                                                    |                                                        |                                                     |            |                   |            |                   |             |            
|                                                    |                                                                                   | Distributions payable to Manager                       |                                                     | $          | 13,125            |            |                   | $           | 29,017      |           
|                                                    |                                                                                   |                                                        |                                                     |            |                   |            |                   |            
|                                                    |                                                                                   | Change in loans funded through secured borrowing       |                                                     | $          | (4,080,687        | )          |                   | $           | 51,316      |           
|                                                    |                                                                                   |                                                        |                                                     |            |                   |            |                   |            
|                                                    |                                                                                   | Real estate held for sale acquired through foreclosure |                                                     | $          |                  |            |                   | $           | 7,655,520   |           
|                                                    |                                                                                   |                                                        |                                                     |            |                   |            |                   |            

The accompanying notes are an integral part of these statements.

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VESTIN FUND I, LLC




NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2003

(Unaudited)

NOTE A  ORGANIZATION

Vestin Fund I, LLC, a Nevada limited liability company, (the Company) is
primarily engaged in the business of mortgage lending. The Company invests in
loans secured by real estate through deeds of trust and mortgages. The Company
was organized in December 1999 and will continue until December 31, 2019 unless
dissolved prior thereto or extended by vote of the members under the provisions
of the Companys operating agreement.

The Manager of the Company is Vestin Mortgage, Inc. (the Manager), a Nevada
corporation engaged in the business of brokerage, placement and servicing of
commercial loans secured by real property. The Manager is a wholly owned
subsidiary of Vestin Group, Inc. (Vestin Group), a Delaware corporation,
whose common stock is publicly held and traded on the Nasdaq National Market
under the symbol VSTN. Through its subsidiaries, Vestin Group is engaged in
asset management, real estate lending and other financial services and has
originated over $1.5 billion in real estate loans. The operating agreement
provides that the Manager controls the daily operating activities of the
Company; including the power to assign duties, to determine how to invest the
Companys assets, to sign bills of sale, title documents, leases, notes,
security agreements, mortgage investments and contracts, and to assume
direction of the business operations. As a result, the operating results of
the Fund are dependent on the Managers ability and intent to
continue to service the Funds assets. The operating agreement also provides
that the members have certain rights, including the right to terminate the
Manager subject to a majority vote of the members.

Vestin Mortgage, Inc. is also the Manager of Vestin Fund II, LLC, (Fund II),
Vestin Fund III, LLC (Fund III) and inVestin Nevada, Inc., entities in the
same business as the Company.

The financial statements have been prepared in accordance with Securities and
Exchange Commission requirements for interim financial statements. Therefore,
they do not include all of the information and footnotes required by accounting
principles generally accepted in the United States for complete financial
statements. The financial statements should be read in conjunction with the
financial statements and notes thereto contained in the Companys annual report
on Form 10-K for the year ended September 30, 2003.
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.

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NOTE B  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.     MANAGEMENT ESTIMATES

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States (GAAP) 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.

2.     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 amortized cost. Loans sold to or purchased from affiliates are
accounted for at the principal balance and no gain or loss is recognized by the
Company or any affiliate. Loan-to-value ratios are based on appraisals
obtained at the time of loan origination and may not reflect subsequent changes
in value estimates. Such appraisals, which may be commissioned by the
borrower, are generally dated within 12 months of the date of loan origination.
The appraisals may be for the current estimate of the as-if developed value
of the property, which approximates the post-construction value of the
collateralized property assuming that such property is developed. As-if
developed values on raw land loans or acquisition and development loans often
dramatically exceed the immediate sales value and may include anticipated
zoning changes and timely successful development by the purchaser. As most of
the appraisals will be prepared on an as-if developed basis, if a loan goes
into default prior to any development of a project, the market value of the
property may be substantially less than the appraised value. As a result,
there may be less security than anticipated at the time the loan was originally
made. If there is less security and a default occurs, the Company may not
recover the full amount of the loan.

3.     ALLOWANCE FOR LOAN LOSSES

The Company maintains an allowance for loan losses on its investment in
mortgage loans for estimated credit losses in the Companys investment in
mortgage loans portfolio. The Managers estimate of losses is based on a number
of factors including the types and dollar amounts of loans in the portfolio,
adverse situations that may affect the borrowers ability to repay, prevailing
economic conditions and the underlying collateral securing the loan. Additions
to the allowance are provided through a charge to earnings and are based on an
assessment of certain factors which may indicate estimated losses on the loans.
Actual losses on loans are recorded as a charge-off or a reduction to the
allowance for loan losses. Subsequent recoveries of amounts previously charged
off are added back to the allowance.

4.     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.

5.     SECURED BORROWING
As of December 31, 2003, the Company had secured borrowings of $16.3 million
related to intercreditor and participation agreements. Pursuant to the
intercreditor agreement, the Investor may participate in certain loans with
Vestin Mortgage, Vestin Fund II, and the Company (collectively, the Lead
Lenders). In the event of borrower non-performance, the intercreditor
agreements gives the Lead Lenders the right to either (i) continue to remit to
the investor the interest due on the participation amount; (ii) substitute an
alternative loan acceptable to the investor; or (iii) repurchase the
participation from the investor for the outstanding balance of the
participation plus accrued interest. Consequently, mortgage loan financing
under the intercreditor agreements are accounted for as a secured borrowing in
accordance with SFAS No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities.

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Pursuant to the participation agreements, the Investor may participate in
certain loans with Vestin Fund II and the Company (collectively, the Lead
Lenders). In the event of borrower non-performance, the participation
agreements gives the participant the right to require substitution of its
interest with another loan, or, if the right of substitution is not exercised
and the participant holds more than 50% of the loan, the participant may
request that the Lead Lender purchase a portion so that the Lead Lender has at
least a 50% pro rata share of the non-performing loan. Consequently, mortgage
loan financing under the participation arrangement is accounted for as a
secured borrowing in accordance with SFAS No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities.

NOTE C  INVESTMENTS IN MORTGAGE LOANS

Investments in mortgage loans are as follows:

Investment in mortgage loans as of December 31, 2003 are as follows:

|                            |  |        |    |         |  |               |            |            |  |           |       |      |  |  |        |   |  |  |       |  
|--------------------------- |  | ------ | -- | ------- |  | ------------- | ---------- | ---------- |  | --------- | ----- | ---- |  |  | ------ | - |  |  | ----- | -
|                            |  | Number |    |         |  |               |            | Weighted   |  |           |       |      |  |  |        |  
|Loan                        |  | Of     |    |         |  |               |            | Average    |  | Portfolio |       | Loan
|Type                        |  | Loans  |    | Balance |  | Interest Rate |            | Percentage |  | To Value*
|                            |  |        |    |         |  |               |            |            |  |          
|Acquisition and development |  |        | 6  |         |  | $             | 10,077,893 |            |  |           | 13.83 | %    |  |  | 19.62  | % |  |  | 44.57 | %
|Bridge                      |  |        | 33 |         |  |               | 20,344,008 |            |  |           | 11.47 | %    |  |  | 39.61  | % |  |  | 68.26 | %
|Commercial                  |  |        | 13 |         |  |               | 10,632,412 |            |  |           | 12.20 | %    |  |  | 20.70  | % |  |  | 51.29 | %
|Construction                |  |        | 4  |         |  |               | 8,531,355  |            |  |           | 13.77 | %    |  |  | 16.61  | % |  |  | 45.12 | %
|Land                        |  |        | 4  |         |  |               | 1,777,887  |            |  |           | 11.92 | %    |  |  | 3.46   | % |  |  | 56.82 | %
|                            |  |        |    |         |  |               |            |            |  |           |       |      |  |  |        |   |  |  |       |  
|                            |  |        | 60 |         |  | $             | 51,363,555 |            |  |           | 12.48 | %    |  |  | 100.00 | % |  |  | 61.36 | %
|                            |  |        |    |         |  |               |            |            |  |           |       |      |  |  |        |   |  |  |       |  

Investment in mortgage loans as of September 30, 2003 are as follows:

|                            |  |        |    |         |  |               |            |            |  |           |       |      |  |  |        |   |  |  |       |  
|--------------------------- |  | ------ | -- | ------- |  | ------------- | ---------- | ---------- |  | --------- | ----- | ---- |  |  | ------ | - |  |  | ----- | -
|                            |  | Number |    |         |  |               |            | Weighted   |  |           |       |      |  |  |        |  
|Loan                        |  | of     |    |         |  |               |            | Average    |  | Portfolio |       | Loan
|Type                        |  | Loans  |    | Balance |  | Interest Rate |            | Percentage |  | To Value*
|                            |  |        |    |         |  |               |            |            |  |          
|Acquisition and development |  |        | 4  |         |  | $             | 7,430,353  |            |  |           | 13.70 | %    |  |  | 14.24  | % |  |  | 46.46 | %
|Bridge                      |  |        | 7  |         |  |               | 8,035,547  |            |  |           | 12.14 | %    |  |  | 15.40  | % |  |  | 60.50 | %
|Commercial                  |  |        | 22 |         |  |               | 23,210,297 |            |  |           | 11.82 | %    |  |  | 44.47  | % |  |  | 67.52 | %
|Construction                |  |        | 6  |         |  |               | 11,510,498 |            |  |           | 12.66 | %    |  |  | 22.05  | % |  |  | 56.77 | %
|Land                        |  |        | 5  |         |  |               | 1,839,922  |            |  |           | 11.84 | %    |  |  | 3.52   | % |  |  | 53.62 | %
|Residential                 |  |        | 1  |         |  |               | 168,000    |            |  |           | 12.50 | %    |  |  | 0.32   | % |  |  | 70.00 | %
|                            |  |        |    |         |  |               |            |            |  |           |       |      |  |  |        |   |  |  |       |  
|                            |  |        | 45 |         |  | $             | 52,194,617 |            |  |           | 12.32 | %    |  |  | 100.00 | % |  |  | 60.59 | %
|                            |  |        |    |         |  |               |            |            |  |           |       |      |  |  |        |   |  |  |       |  

*     Loan to value ratios are based on appraisals obtained at the time of loan
origination and may not reflect subsequent changes in value estimates. Such
appraisals, which may be commissioned by the borrower, are generally dated no
greater than 12 months prior to the date of loan origination. The appraisals
may be for the current estimate of the as-if developed value of the property,
which approximates the post-construction value of the collateralized property
assuming that such property is developed. As-if developed values on raw land
loans or acquisition and development loans often dramatically exceed the
immediate sales value and may include anticipated zoning changes, selection by
a purchaser against multiple alternatives, and successful development by the
purchaser; upon which development is dependent on availability of financing.
As most of the appraisals will be prepared on an as-if developed basis, if a
loan goes into default prior to any development of a project, the market value
of the property may be substantially less than the appraised value. As a
result, there may be less security than anticipated at the time the loan was
originally made. If there is less security and a default occurs, the Company
may not recover the full amount of the loan.

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|                |  |                   |            |            |  |                    |        |            |  |   |            |  |  |  |        |  
|--------------- |  | ----------------- | ---------- | ---------- |  | ------------------ | ------ | ---------- |  | - | ---------- |  |  |  | ------ | -
|                |  | December 31, 2003 |            | Portfolio  |  | September 30, 2003 |        | Portfolio 
|Loan Type       |  | Balance           |            | Percentage |  | Balance            |        | Percentage
|                |  |                   |            |            |  |                    |        |           
|First mortgages |  | $                 | 51,363,555 |            |  |                    | 100.00 | %          |  | $ | 52,194,617 |  |  |  | 100.00 | %
|                |  |                   |            |            |  |                    |        |            |  |   |            |  |  |  |        |  
|                |  | $                 | 51,363,555 |            |  |                    | 100.00 | %          |  | $ | 52,194,617 |  |  |  | 100.00 | %
|                |  |                   |            |            |  |                    |        |            |  |   |            |  |  |  |        |  

The following is a schedule of contractual maturities of investments in
mortgage loans as of December 31, 2003:

|     |  |   |            | 
|---- |  | - | ---------- | 
|2003 |  | $ | 15,416,464 | 
|2004 |  |   | 26,956,603 | 
|2005 |  |   | 8,990,488  | 
|     |  |   |            | 
|     |  | $ | 51,363,555 | 
|     |  |   |            | 

This does not necessarily indicate when the investments in mortgage loans will
be realized in cash.

The following is a schedule by geographic location of investments in mortgage
loans as of:

|               |  |                   |            |            |  |                    |        |            |  |   |            |  |  |  |        |  
|-------------- |  | ----------------- | ---------- | ---------- |  | ------------------ | ------ | ---------- |  | - | ---------- |  |  |  | ------ | -
|               |  | December 31, 2003 |            | Portfolio  |  | September 30, 2003 |        | Portfolio 
|               |  | Balance           |            | Percentage |  | Balance            |        | Percentage
|               |  |                   |            |            |  |                    |        |           
|Arizona        |  | $                 | 3,579,152  |            |  |                    | 6.97   | %          |  | $ | 4,887,202  |  |  |  | 9.36   | %
|California     |  |                   | 7,098,155  |            |  |                    | 13.82  | %          |  |   | 5,751,298  |  |  |  | 11.02  | %
|Colorado       |  |                   |           |            |  |                    |       | %          |  |   | 163,333    |  |  |  | 0.31   | %
|Florida        |  |                   | 115,450    |            |  |                    | 0.22   | %          |  |   | 115,450    |  |  |  | 0.22   | %
|Hawaii         |  |                   | 9,214,441  |            |  |                    | 17.94  | %          |  |   | 10,992,254 |  |  |  | 21.06  | %
|Nevada         |  |                   | 19,609,389 |            |  |                    | 38.18  | %          |  |   | 17,691,975 |  |  |  | 33.90  | %
|New Mexico     |  |                   |           |            |  |                    |       | %          |  |   | 168,000    |  |  |  | 0.32   | %
|New York       |  |                   | 3,320,000  |            |  |                    | 6.46   | %          |  |   | 2,000,000  |  |  |  | 3.83   | %
|North Carolina |  |                   | 89,942     |            |  |                    | 0.18   | %          |  |   |           |  |  |  |       | %
|Ohio           |  |                   |           |            |  |                    |       | %          |  |   | 400,000    |  |  |  | 0.77   | %
|Texas          |  |                   | 4,392,016  |            |  |                    | 8.55   | %          |  |   | 6,080,095  |  |  |  | 11.65  | %
|Utah           |  |                   | 3,369,010  |            |  |                    | 6.56   | %          |  |   | 3,369,010  |  |  |  | 6.46   | %
|Washington     |  |                   | 576,000    |            |  |                    | 1.12   | %          |  |   | 576,000    |  |  |  | 1.10   | %
|               |  |                   |            |            |  |                    |        |            |  |   |            |  |  |  |        |  
|               |  | $                 | 51,363,555 |            |  |                    | 100.00 | %          |  | $ | 52,194,617 |  |  |  | 100.00 | %
|               |  |                   |            |            |  |                    |        |            |  |   |            |  |  |  |        |  

The Company has six mortgage loan products consisting of bridge, commercial,
construction, acquisition and development, land, and residential loans. The
effective interest rates on all product categories range from 5.5% to 14.5%.
Revenue by product will fluctuate based upon relative balances during the
period.

At December 31, 2003, seven of the Companys loans totaling $15.4 million were
non-performing (more than 90 days past due on interest payments) or past due on
principal. These loans have been placed on non-accrual of interest status. The
Company has commenced foreclosure proceedings on these loans. The Companys
Manager evaluated all of these loans and concluded that the underlying
collateral is sufficient to protect the Company against a loss of principal or
interest. Accordingly, no specific allowance for loan losses was deemed
necessary for these loans except as noted below.

As of December 31, 2003, the Companys Manager had granted extensions on 11
loans pursuant to the terms of the original loan agreements, which permit
extensions by mutual consent. Such extensions are generally provided on loans
where the original term was 12 months or less and where a borrower requires
additional time to complete a construction project or negotiate take out
financing. The aggregate amount due to the Company from borrowers whose loans
had been extended as of December 31, 2003 was approximately $13.6 million. The
Companys Manager concluded that no allowance for loan loss was necessary with
respect to these loans as of that date.

The Companys Manager has evaluated the collectibility of the loans in light of
the types and dollar amounts of loans in the portfolio, adverse situations that
may affect the borrowers ability to repay, prevailing
economic conditions and the underlying collateral securing the loan. The
Companys Manager believes that the allowance for

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loan losses totaling $600,000 included in the accompanying balance sheet as of
December 31, 2003 is adequate to address estimated credit losses in the
Companys investment in mortgage loan portfolio as of that date.

Decisions regarding an allowance for loan losses require managements judgment.
As a result, there is an inherent risk that such judgment will prove incorrect.
In such event, actual losses may exceed (or be less than) the amount of any
allowance. To the extent that the Company experiences losses greater than the
amount of its allowance, the Company may incur a charge to its earnings that
will adversely affect its operating results and the amount of any distributions
payable to its members.

On June 25, 2003, the Company restructured a $15.2 million note due on August
19, 2003 as a new note with the interest rate reduced from 11.0% to 5.5%. No
specific reserve has been provided for this loan based on the underlying
collateral value. The new loan has a term of 24 months. Interest income not
recognized during the period as a result of the restructure was $20,430.

On July 22, 2003, the Company entered into a stipulation with a borrower which
among other things reduced the interest rate to 7.0% from 12.5% on the
principal balance of $2 million (which represents a 10% pari passu interest in
a first trust deed of $20.0 million), deferred interest payments through
October 31, 2003, and extended the maturity date from June 14, 2003 to June 14,
2005. The borrower filed Chapter 11 Bankruptcy on June 26, 2003. The United
States Bankruptcy Court approved the stipulation. The borrower has defaulted
on the stipulation and the bankruptcy stay has been lifted. The borrower paid
interest payments due on November 15, 2003 and December 15, 2003. As approved
by the United States Bankruptcy Court, the Company, Fund II and a third-party
participant have advanced an additional $2.2 million of post-petition
financing. As of January 28, 2004, the borrower had violated the stipulation
order and the bankruptcy court allowed the Company to remove its cash
collateral, which totaled approximately $700,000. The Company foreclosed on
the property at a sale on February 2, 2004 and took title to the property. No
specific reserve was provided upon foreclosure based on the estimated
underlying collateral value.

NOTE D  RELATED PARTY TRANSACTIONS

For the three months ended December 31, 2003, the Company recorded management
fees to the Companys Manager of approximately $64,000, compared to $63,000 for
the same period in 2002. Additionally, for the three months ended December 31,
2003, the Company recorded pro rata distributions owed to the Companys Manager
of approximately $13,000 based upon the total of 100,000 units owned by the
Companys Manager. The Company also owes the Companys Manager and Vestin
Group for expenses of approximately $86,000 related to the securitization of
loans that was abandoned.

During the three months ended December 31, 2003, the Company purchased $350,000
in investments in mortgage loans from other related parties. During the three
months ended December 31, 2002, the Company purchased $12,575,000 in
investments in mortgage loans from Vestin Fund II, LLC and $3,870,000 from
other related parties. For the same period, the Company sold $12,520,000 in
investments in mortgage loans to Vestin Fund II, LLC and approximately
$4,666,000 to other related parties.

NOTE E  REAL ESTATE HELD FOR SALE

At December 31, 2003, the Company held eight properties with a total carrying
value of $26.4 million, which were acquired through foreclosure and recorded as
investments in real estate held for sale. During the three months ended
December 31, 2003, the Company recorded valuation losses of $0.5 million
related to these properties. The Company may share ownership of such
properties with Fund II, the Manager, or other unrelated parties. The summary
below includes the Companys percentage ownership in each property. These
investments in real estate held for sale are accounted for at the lower of cost
or fair value less costs to sell with fair value based on appraisals and
knowledge of local market conditions. It is not the Companys intent to invest
in or own real estate as a long-term investment. The Company seeks to sell
properties acquired through foreclosure as quickly as circumstances permit. The
following is a summary of real estate held for sale as of December 31, 2003:

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|                                                                       |  |                |     |                |  |   |            | 
|---------------------------------------------------------------------- |  | -------------- | --- | -------------- |  | - | ---------- | 
|Description                                                            |  | % of ownership |     | Carrying Value
|                                                                       |  |                |     |               
|Custom residential property located in Santa Fe, New Mexico            |  |                | 93  | %              |  | $ | 1,052,263  | 
|40 acres of land containing 354 residential lots in Henderson, Nevada  |  |                | 66  | %              |  |   | 6,917,600  | 
|An approximate 200-unit apartment complex located in Las Vegas,
Nevada |  |                | 2   | %              |  |   | 170,566    | 
|An uncompleted 162-bed assisted living facility in Las Vegas, Nevada   |  |                | 100 | %              |  |   | 11,700,403 | 
|A 30-unit apartment complex in Las Vegas, Nevada                       |  |                | 17  | %              |  |   | 215,431    | 
|An uncompleted golf course in Mesquite, Nevada                         |  |                | 64  | %              |  |   | 2,171,812  | 
|65 acres of raw land in Mesquite, Nevada                               |  |                | 58  | %              |  |   | 2,796,137  | 
|Raw land in Mesquite, Nevada                                           |  |                | 59  | %              |  |   | 1,342,263  | 
|                                                                       |  |                |     |                |  |   |            | 
|Total                                                                  |  |                |     |                |  | $ | 26,366,475 | 
|                                                                       |  |                |     |                |  |   |            | 

In July 2003, the Company entered into an agreement for the sale of a portion
of the Companys interest in 40 acres of land containing 354 residential lots
in Henderson, Nevada. The agreement required the buyer to purchase 138 lots
for cash and gives the buyer an option to purchase the remaining 216 lots over
the next three years at a predetermined price, which may be adjusted for
potential value increases. The buyer completed the purchase of the 138 lots on
July 14, 2003. The Company recorded a valuation adjustment as of June 30, 2003
of approximately $1.7 million to write down the carrying value of the Companys
interest in the parcel to the amount corresponding to the negotiated sale and
option price.

The Company sold an uncompleted golf course, 65 acres of raw land and an
additional parcel of raw land in Mesquite, Nevada in August 2003. However, the
Company financed 100% of the sale. GAAP requires 20% of the sales price to be
funded by the buyer to record a sale. Once the sale is recorded, the Company
will have remaining a 58% interest in 28 acres of commercial land in Mesquite,
Nevada valued at approximately $2.3 million.

Through foreclosure proceedings in the first calendar quarter of 2003, the
Company assumed an approximate 2% ownership of a 200-unit apartment complex as
described above. The other 98% is owned by Fund II. The Company had engaged an
outside management company to manage the apartment complex, pending its sale.
On October 20, 2003, the Company sold the property to a third party. However,
the Company financed 100% of the sale. GAAP requires 20% of the sales price to
be funded by the buyer to record a sale.

NOTE F  SECURED BORROWINGS

As of December 31, 2003, the Company had $16.3 million in secured borrowings
pursuant to intercreditor and certain participation agreements with the related
amounts included in assets under secured borrowings. For the three-month
periods ended December 31, 2003 and 2002, the Company recorded interest expense
of approximately $495,000 and $176,000, respectively, related to the secured
borrowings.

NOTE G  NOTE RECEIVABLE

The Company received a note receivable from an unaffiliated borrower in the
amount of $4.7 million in connection with the sale of real estate. The note
requires monthly interest payments at a rate of 8.5% per annum and is payable
in full on June 13, 2005. The note is personally guaranteed by the owner of
the borrower and is secured by a second deed of trust on 756 acres purchased by
the borrower. The note is also related to the Companys
financing of a $0.9 million mortgage
note due June 13, 2004, from the borrower for the sale of real estate located
in the City of Mesquite, Nevada. The Company is using the cost recovery method
of accounting for the financing. Accordingly, the Company will not recognize
any income or the $4.7 million note receivable related to this transaction until the
principal balance of both notes are paid in full. Payments received
by the Company in excess of the principal balance will be recorded as income
when, and if, received. Payments totaling $218,095 had been recorded as
principal payments on the $0.9 million note through December 31, 2003.

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NOTE H  NEW ACCOUNTING PRONOUNCEMENTS

In December 2003, the FASB revised Interpretation No. 46, Consolidation of
Variable Interest Entities (FIN 46). The Company has evaluated its
relationships and interest in entities that might be considered VIEs and
concluded that no prerequisite conditions exist. Accordingly, the adoption of FIN 46 did not have an effect on the Companys
financial statements.

NOTE I  LITIGATION INVOLVING THE MANAGER

Vestin Group, Vestin Mortgage, and Del Mar Mortgage, Inc., a company wholly
owned by Michael Shustek, the largest shareholder and CEO of Vestin Group are
defendants in a civil action entitled Desert Land, L.L.C. et al. v. Owens
Financial Group, Inc. et al (the Action). The Action was initiated by Desert
Land, L.L.C. (Desert Land) on various loans arranged by Del Mar Mortgage,
Inc. and/or Vestin Mortgage. On April 10, 2003, the United States District
Court for the District of Nevada (the Court) entered judgment jointly and
severally in favor of Desert Land against Vestin Group, Vestin Mortgage and Del
Mar Mortgage, Inc. Judgment was predicated upon the Courts finding that Del
Mar Mortgage, Inc. received an unlawful penalty fee from the plaintiffs.

Defendants subsequently filed a motion for reconsideration. The Court denied
the motion and, on August 13, 2003, held that Vestin Group, Vestin Mortgage,
and Del Mar Mortgage, Inc. are jointly and severally liable for the judgment in
the amount of $5,683,312.19 (which amount includes prejudgment interest and
attorneys fees). On August 27, 2003, the Court stayed execution of the
judgment against Vestin Group and Vestin Mortgage based upon the posting of a
bond in the amount of $5,830,000. The bond was arranged by Michael Shustek and
was posted without any cost or obligation to Vestin Group and Vestin Mortgage.
Additionally, Del Mar Mortgage, Inc. has indemnified Vestin Group and Vestin
Mortgage for any losses and expenses in connection with the Action, and Mr.
Shustek has guaranteed the indemnification. On September 30, 2003, all of the
defendants held liable to Desert Land appealed the judgment to the Ninth
Circuit United States Court of Appeals. The Company is not a party to the
Action.

NOTE J  LITIGATION INVOLVING THE COMPANY

The Company is involved in a number of legal proceedings concerning matters
arising in connection with the conduct of their business activities. The
Company believes it has meritorious defenses to each of these actions and
intends to defend them vigorously. The Company believes that it is not a party
to any pending legal or arbitration proceedings that would have a material
adverse effect on the Companys financial condition or results of operations or
cash flows, although it is possible that the outcome of any such proceedings
could have a material impact on the Companys net income in any particular
period.

NOTE K  REDEMPTION LIMITATION

In order to comply with the Companys operating agreement and Internal Revenue
Service tax code, the Company may redeem no more than 10% of the members
capital in any calendar year. Beginning capital as of January 1, 2003 was
$97.5 million, which would limit redemptions to $9.7 million for calendar 2003.
As of December 31, 2003, the total of redemptions made was $9.7 million.
Beginning capital as of January 1, 2004 was $85.4 million, which would limit
redemptions to $8.5 million for calendar 2004. As of December 31, 2003,
requests to redeem approximately 775,000 Units in 2004, 551,000
Units in 2005, 639,000 Units in 2006 and 443,000 Units in 2007 had been logged.
Between January 1, 2004 and February 10, 2004, the Company has fulfilled $4.6
million of requests for redemption related to 2004.

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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

BACKGROUND

Vestin Fund I, LLC (the Company) was organized in December 1999 as a Nevada
limited liability company, for the purpose of investing in mortgage loans
originated by the Companys Manager, Vestin Mortgage, Inc. a licensed mortgage
company in the State of Nevada (the Manager). Vestin Mortgage is a
wholly-owned subsidiary of Vestin Group, Inc., a Delaware corporation, whose
common stock is traded on the Nasdaq National Market under the ticker symbol
VSTN. Vestin Mortgage, Inc. is also the manager of Vestin Fund II, LLC,
Vestin Fund III, LLC and inVestin Nevada, Inc. which are entities similar to
Vestin Fund I, LLC. The loans are secured by real estate through deeds of
trust and mortgages.

The following is a financial review and analysis of the Companys financial
condition and results of operations for the three-month periods ended December
31, 2003 and 2002. This discussion should be read in conjunction with the
Companys financial statements and accompanying notes and other detailed
information regarding the Company appearing elsewhere in this Form 10-Q and the
Companys report on Form 10-K for the year ended September 30, 2003.

OVERVIEW

On August 23, 2000, the Companys Registration Statement as filed with the
Securities and Exchange Commission became effective for the initial public
offering of up to 10,000,000 units at $10 per unit (Unit). The Company
commenced operations on September 1, 2000. By June 2001, the Company had sold
all of the 10,000,000 Units offered pursuant to the registration statement.
Members may also participate in the Companys Distribution Reinvestment plan
whereby the members distribution may be used to purchase additional units at
$10.00 per unit. As of December 31, 2003, an additional 804,380 units have
been purchased under this plan. Additionally, in connection with the Companys
organization, the Company issued 100,000 units to its Manager for offering
costs paid by them to unrelated third parties on the Companys behalf.

SUMMARY OF FINANCIAL RESULTS

|                                                                      |  |                                 |           |      |  |   |           |  
|--------------------------------------------------------------------- |  | ------------------------------- | --------- | ---- |  | - | --------- | -
|                                                                      |  | Three months ended December 31,
|                                                                      |  |                                
|                                                                      |  | 2003                            |           | 2002
|                                                                      |  |                                 |           |     
|Total revenues                                                        |  | $                               | 2,048,148 |      |  | $ | 2,656,246 |  
|Total expenses                                                        |  |                                 | 1,260,541 |      |  |   | 369,043   |  
|                                                                      |  |                                 |           |      |  |   |           |  
|Net income                                                            |  | $                               | 787,607   |      |  | $ | 2,287,203 |  
|                                                                      |  |                                 |           |      |  |   |           |  
|Net income allocated to members per
weighted average membership units |  | $                               | 0.09      |      |  | $ | 0.23      |  
|                                                                      |  |                                 |           |      |  |   |           |  
|Annualized rate of return to members (a)                              |  |                                 | 3.5       | %    |  |   | 9.2       | %
|                                                                      |  |                                 |           |      |  |   |           |  
|Weighted average membership units                                     |  |                                 | 9,110,711 |      |  |   | 9,920,256 |  
|                                                                      |  |                                 |           |      |  |   |           |  



|(a) |  | The annualized rate of return to members is calculated based upon the net
income allocated to members per weighted average units as of December 31,
2003 and 2002 divided by the number of months during the period and
multiplied by twelve (12) months, then divided by ten (the $10 cost per
unit).
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Three Months Ended December 31, 2003 Compared To Three Months Ended December
31, 2002

Total Revenues.For the three months ended December 31, 2003, revenues totaled
$2.0 million compared to $2.7 million for the same period in 2002, a decrease
of $0.7 million or 26%. The decrease in revenue for the three months ended
December 31, 2003 compared to the same periods in the prior year was primarily
due to an increase in non-earning assets in the form of real estate held for
sale of approximately $17 million.

Our Manager believes that the increase
in non-performing assets is primarily the result of the individual
circumstances of the borrowers involved. The increase in
non-performing assets may also reflect the continuing weakness in the
economy and the risks inherent in our business strategy which entails
more lenient underwriting standards and expedited loan approval
procedures. Our revenues will continue to suffer until we are able to
convert these non-performing assets into interest paying mortgage
loans. We will attempt to accomplish this by working with the
borrower where possible and by foreclosing on the underlying property
where necessary. We intend to sell properties acquired through
foreclosure as soon as practicable, consistent with our objective of
avoiding a loss of principal on our loans. However, we cannot predict
how quickly we will be able to sell foreclosed properties.

Total Expenses.For the three months ended December 31, 2003, expenses totaled
$1.3 million compared to $0.4 million for the same periods in 2002, an increase
of $0.9 million. The increase in total expenses for the three months ended
December 31, 2003 primarily related to valuation losses on real estate held for
sale of approximately $0.5 million, higher interest expense for assets under
secured borrowing, additional legal bills related to legal actions involving
certain loans, and expenses incurred in connection with the maintenance of real
estate held for investment.

Net Income.Overall, the net income for the three months ended December 31,
2003 totaled $0.8 million compared to $2.3 million for the same period in 2002,
a decrease of $1.5 million or 65%.

Annualized Rate of Return to Members.For the three months ended December 31,
2003, annualized rate of return to members totaled 3.5% as compared to 9.2% for
the same period in 2002. The decrease in annualized rate of return to members
was the result of an increase in the total dollar amounts of non-performing
loans and a lower level of invested assets for the three months ended December
31, 2003 compared to the three months ended December 31, 2002.

Our operating results are affected primarily by (i) the amount of capital we
have to invest in mortgage loans, (ii) the level of real estate lending
activity in the markets we service, (iii) our ability to identify and work with
suitable borrowers, (iv) the interest rates we are able to charge on our loans
and (v) the level of non-performing assets and loan losses which we experience.
The Company discontinued the redemption of units for the 2003 calendar year as
of June 17, 2003. Redemptions made for 2003 totaled approximately $9.7
million. All redemption requests received after June 17, 2003 had been logged
and scheduled for distribution beginning in 2004. Beginning capital
as of January 1, 2004 was $85.4 million, which would limit
redemptions to $8.5 million for calendar 2004. As of December 31, 2003,
requests to redeem approximately 775,000 Units in 2004, 551,000 Units in 2005,
639,000 Units in 2006 and 443,000 Units in 2007 had been logged. Between
January 1, 2004 and February 10, 2004, the Company has fulfilled $4.6 million
of request for redemption related to 2004.

The U.S. economy has suffered from a mild recession over the recent past few
years, and we have experienced a slowdown in commercial real estate lending in
the markets we serve. A prolonged recession may continue to dampen real estate
development activity, thereby diminishing the market for our loans. In
addition, the overall decline in interest rates may be expected to diminish the
interest rates we can charge on our loans. The weighted average interest rate
on our loans at December 31, 2003 was 12.48%, as compared to 12.32% at September
30, 2003.

INVESTMENTS IN MORTGAGE LOANS SECURED BY REAL ESTATE PORTFOLIO

As of December 31, 2003, the Company had investments in mortgage loans secured
by real estate totaling $51,363,555, including 60 loans of which all were
secured by first deeds of trust. If the Company holds a second mortgage, it is
junior to a first trust deed position also held by the Company.

As of December 31, 2003, the weighted average contractual interest yield on the
Companys investment in mortgage loans is 12.48%. These mortgage loans have
contractual maturities within the next 24 months.

Losses may occur from investing in mortgage loans. The amount of losses will
vary as the loan portfolio is affected by changing economic conditions, the
financial position of borrowers, and changes in collateral values from time of
loan origination.

The conclusion that a mortgage loan is uncollectible or that collectibility is
doubtful is a matter of judgment. On a quarterly basis, the Manager evaluates
the Companys mortgage loan portfolio for impairment. The fact that a loan is
temporarily past due does not necessarily mean that the loan is impaired.
Rather, all relevant circumstances are

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considered by the Manager to determine impairment and the need for specific
reserves. This evaluation considers among other matters:



| |  | prevailing economic conditions;                                                                         
|- |  | --------------------------------------------------------------------------------------------------------
| 
| |  | historical experience;                                                                                  
| 
| |  | the nature and volume of the loan portfolio;                                                            
| 
| |  | the borrowers financial condition and adverse situations that may affect the borrowers ability to pay;
| 
| |  | evaluation of industry trends;                                                                          
| 
| |  | review and evaluation of loans identified as having loss potential; and                                 
| 
| |  | estimated fair value of any underlying collateral.                                                      

Based upon this evaluation the Companys Manager believes that the allowance
for loan losses totaling $600,000 included in the accompanying balance sheet as
of December 31, 2003 is adequate to meet estimated credit losses.

Decisions regarding an allowance for loan losses require judgment about the
probability of future events. As a result, there is an inherent risk that such
judgment will prove incorrect. In such event, actual losses may exceed (or be
less than) the amount of any allowance. To the extent that the Company
experiences losses greater than the amount of its allowance, the Company may
incur a charge to its earnings that will adversely affect its operating results
and the amount of any distributions payable to its members.

CRITICAL ACCOUNTING POLICIES

Revenue Recognition

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.

Real Estate Held For Sale

Real estate held for sale includes real estate acquired through foreclosure and
is carried at the lower of cost or the propertys estimated fair value, less
estimated costs to sell. The Company seeks to sell properties acquired through
foreclosure as quickly as circumstances permit. The carrying values of real
estate held for sale are assessed on a regular basis from updated appraisals,
comparable sales values or purchase offers.

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 amortized cost. Loans sold to or purchased from affiliates are
accounted for at the principal balance and no gain or loss is recognized by the
Company or any affiliate. Loan to value ratios are based on appraisals
obtained at the time of loan origination and may not reflect subsequent changes
in value estimates. Such appraisals are generally dated within 12 months of the
date of loan origination and may be commissioned by the borrower. The
appraisals may be for the current estimate of the as-if developed value of
the property, which approximates the post-construction value of the
collateralized property assuming that such property is developed. As-if
developed values on raw land loans or acquisition and development loans often
dramatically exceed the immediate sales value and may include anticipated
zoning changes and timely successful development by

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the purchaser. As most of the appraisals will be prepared on an as-if
developed basis, if a loan goes into default prior to any development of a
project, the market value of the property may be substantially less than the
appraised value. As a result, there may be less security than anticipated at
the time the loan was originally made. If there is less security and a default
occurs, the Company may not recover the full amount of the loan.

Allowance for Loan Losses

The Company maintains an allowance for loan losses on its investment in
mortgage loans for estimated credit impairment in the Companys investment in
mortgage loans portfolio. The Managers estimate of losses is based on a number
of factors including the types and dollar amounts of loans in the portfolio,
adverse situations that may affect the borrowers ability to repay, prevailing
economic conditions and the underlying collateral securing the loan. Additions
to the allowance are provided through a charge to earnings and are based on an
assessment of certain factors which may indicate estimated losses on the loans.
Actual losses on loans are recorded as a charge-off or a reduction to the
allowance for loan losses. Subsequent recoveries of amounts previously charged
off are added back to the allowance.

Secured Borrowing

Loans that have been participated to third party investors through
intercreditor agreements (Agreements) are accounted for as secured borrowings
in accordance with SFAS No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities(SFAS No. 140). Under the
Agreements, investors may participate in certain loans with Vestin Mortgage,
Fund I, and the Company (collectively, the Lead Lenders). In the event of
borrower non-performance, the intercreditor agreements gives the Lead Lenders
the right to either (i) continue to remit to the investor the interest due on
the participation amount; (ii) substitute an alternative loan acceptable to the
investor; or (iii) repurchase the participation from the investor for the
outstanding balance of the participation plus accrued interest. Consequently,
the investor is in a priority lien position against the collateralized loans
and mortgage loan financing under the participation arrangement is accounted
for as a secured borrowing in accordance with SFAS No. 140.

Pursuant to the participation agreements, the Investor may participate in
certain loans with Vestin Fund II and the Company (collectively, the Lead
Lenders). In the event of borrower non-performance, the participation
agreements gives the participant the right to require substitution of its
interest with another loan, or, if the right of substitution is not exercised
and the participant holds more than 50% of the loan, the participant may
request that the Lead Lender purchase a portion so that the Lead Lender has at
least a 50% pro rata share of the non-performing loan. Consequently, mortgage
loan financing under the participation arrangement is accounted for as a
secured borrowing in accordance with SFAS No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities.

CAPITAL AND LIQUIDITY

Liquidity is a measure of a companys ability to meet potential cash
requirements, including ongoing commitments to fund lending activities and for
general operational purposes. The Company does not have any significant capital
expenditures. Accordingly, the Company believes that cash held at bank
institutions will be sufficient to meet the Companys capital requirements in
the next twelve months. The Company does not anticipate the need for hiring any
employees, acquiring fixed assets such as office equipment or furniture, or
incurring material office expenses during the next twelve months because the
Manager will continue to manage the Companys affairs. The Company is charged
by the Manager a monthly management fee of up to 0.25% of the Companys
aggregate capital contributions. Pursuant to the Companys operating agreement,
the Company recorded management fees to the Manager during the three months
ended December 31, 2003 of approximately $64,000.

During the three months ended December 31, 2003, cash flows provided by
operating activities approximated $1.1 million. Investing activities consisted
of cash provided by loan sales and payoffs of approximately $11.8 million, cash
used in purchases of investments in mortgage loans approximating $11.0 million.
Financing activities consisted of members redemptions in the amount of $0.8
million and distributions of $1.0 million (net of reinvestments).

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As of December 31, 2003, members holding approximately 23% of our outstanding
units have elected to reinvest their dividends. The level of dividend
reinvestment will depend upon our performance as well as the number of our
members who prefer to reinvest rather than receive current distributions of
their income.

Any significant level of defaults on our outstanding loans could reduce the
funds we have available for investment in new loans. Foreclosure proceedings
may not generate full repayment of our loans and may result in significant
delays in the return of invested funds. This would diminish our capital
resources and would impair our ability to invest in new loans. In addition,
any significant level of redemptions by our Members would reduce the capital we
have available for investment. Such redemptions, which totaled approximately
$9.7 million for the calendar year ended December 31, 2003 are limited by the
terms of our operating agreement to not more than 10% per calendar year and are
subject to other conditions. Beginning capital as of January 1, 2003 was $97.5
million, which would limit redemptions to $9.7 million for calendar 2003. In
order to comply with the Companys operating agreement and Internal Revenue
Code tax statutes, the Company discontinued the redemption of units for the
2003 calendar year as of June 17, 2003. As of December 31, 2003, the total of
redemptions made was $9.7 million. All distribution requests received after
that date have been logged for distribution beginning in January 2004. As of
December 31, 2003, requests to redeem approximately 775,000 Units in 2004,
551,000 Units in 2005, 639,000 Units in 2006 and 443,000 Units in 2007 had been
logged. Between January 1, 2004 and February 10, 2004, the Company has
fulfilled $4.6 million of request for redemption related to 2004.

Non-performing assets, which include loans on non-accrual (discussed in Note C)
and real estate held for sale (discussed in Note E), totaled $41.8 million at
December 31, 2003. It is possible that no earnings will be recognized from
these assets until they are disposed of, or that no earnings will be recognized
at all, and the time it will take to dispose of these assets cannot be
predicted.

Our Manager believes that total non-performing assets at December 31, 2003 have
increased since our year ended September 30, 2003, primarily as a result of
factors unique to specific borrowers. Because of the estimated value of the
underlying properties, the Company does not believe that any losses beyond
those already recognized will be incurred from these assets upon final
disposition. However, it is possible that the Company will not be able to
realize the full estimated carrying values upon disposition, particularly if
continuing economic weakness results in declining real estate values.

On June 25, 2003, the Company refinanced a $15.2 million note due on August 19,
2003 as a new note with the interest rate reduced from 11.0% to 5.5% as a debt
restructuring. The new loan has a term of 24 months. Interest income not
recognized by the Company during the period as a result of the restructuring
was $20,430.

At December 31, 2003, the Company had $13.4 million in cash, $1.2 million in
certificates of deposit, and $109.5 million in total assets. It appears the
Company has sufficient working capital to meet its operating needs in the near
term.

As of December 31, 2003, the Company had secured borrowings of $16.3 million
related to intercreditor and participation agreements. Pursuant to the
intercreditor agreements, the Investor may participate in certain loans with
Vestin Mortgage, Vestin Fund II, and the Company (collectively, the Lead
Lenders). In the event of borrower non-performance, the intercreditor
agreements gives the Lead Lenders the right to either (i) continue to remit to
the investor the interest due on the participation amount; (ii) substitute an
alternative loan acceptable to the investor; or (iii) repurchase the
participation from the investor for the outstanding balance of the
participation plus accrued interest. Consequently, mortgage loan financing
under the intercreditor agreements are accounted for as a secured borrowing in
accordance with SFAS No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities.

Pursuant to the participation agreements, the Investor may participate in
certain loans with Vestin Fund II and the Company (collectively, the Lead
Lenders). In the event of borrower non-performance, the participation
agreements gives the participant the right to require substitution of its
interest with another loan, or, if the right of substitution is not exercised
and the participant holds more than 50% of the loan, the participant may
request that the Lead Lender purchase a portion so that the Lead Lender has at
least a 50% pro rata share of the non-performing loan. Consequently, mortgage
loan financing under the participation arrangement is accounted for as a
secured

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borrowing in accordance with SFAS No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities.

The Company maintains working capital reserves of approximately 3% of aggregate
members capital accounts in cash and cash equivalents, and certificates of
deposit. This reserve is available to pay expenses in excess of revenues,
satisfy obligations of underlying security properties, expend money to satisfy
unforeseen obligations and for other permitted uses of the working capital.
Working capital reserves of up to 3% are included in the funds committed to
loan investments in determining what proportion of the offering proceeds and
reinvested distributions have been invested in mortgage loans.

FACTORS AFFECTING THE COMPANYS OPERATING RESULTS

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:

Risks of Investing in Mortgage Loans



| |  |  | 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 then other mortgage
lenders. Due to the nature of loan approvals, there is a risk that the
credit inquiry the Companys Manager performs will not reveal all
material facts pertaining to the borrower and the security.                                                                                                                                                                                                                                                                                                                  
|
| |  |  | Appraisals may be performed on an as-if developed basis, if a loan
goes into default prior to development of a project, the market value of
the property may be substantially less than the appraised value. As a
result, there may be less security than anticipated at the time the loan
was originally made. If there is less security and a default occurs,
the Company may not recover the full amount of the loan.                                                                                                                                                                 
|
| |  |  | 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 the Companys revenues
and the distributions to members.                                                                                                                         
|
| |  |  | If, at a time of relatively low interest rates, a borrower should
prepay 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 any compensation for their loss.
This in turn could harm the Companys reputation and make it more
difficult for the Company to attract investors willing to acquire
interest in mortgage loans.

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Risk of Defaults

The Companys performance will be directly impacted by any defaults on the
loans in its portfolio. As noted above, the Company may experience a higher
rate of defaults than conventional mortgage lenders. The Company seeks to
mitigate the risk by estimating the value of the underlying collateral and
insisting on low loan to value ratios. However, no assurance can be given that
these efforts will fully protect the Company against losses on defaulted loans.
Moreover, during the period of time when a defaulted loan is the subject of
foreclosure proceedings, it is likely that the Company will earn less (if any)
income from such loans, thereby reducing the Companys earnings.

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 higher fees and rates than those
charged by conventional lenders and mortgage loans 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
does. 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.

Effect of Fluctuations in the Economy

The Companys sole business, making loans secured by real estate, is
particularly vulnerable to changes in macroeconomic conditions. Any significant
decline in economic activity, particularly in the geographical markets in which
the Company concentrates its loans, could result in a decline in the demand for
real estate development loans. In order to stay fully invested during a period
of declining demand for real estate loans, the Company may be required to make
loans on terms less favorable to the Company or to make loans involving greater
risk to the Company. Declines in economic activity are often accompanied by a
decline in prevailing interest rates. Although the Companys lending rates are
not directly tied to the Federal Reserve Boards discount rate, a sustained and
widespread decline in interest rates will impact the interest the Company is
able to earn on its loans. Since the Companys loans generally do not have
prepayment penalties, declining interest rates may also cause the Companys
borrowers to prepay their loans and the Company may not be able to reinvest the
amounts prepaid in loans generating a comparable yield. Moreover, any
significant decline in economic activity could adversely impact the ability of
the Companys borrowers to complete their projects and obtain take out
financing. This in turn could increase the level of defaults the Company may
experience.

FORWARD LOOKING STATEMENTS

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

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk, primarily from changes in interest
rates. The Company does not have any assets or liabilities denominated in
foreign currencies nor does it own any options, futures or other derivative
instruments.

Most of the Companys assets consist of mortgage loans, including those that
are financed under intercreditor agreements. At December 31, 2003, the
Companys aggregate investment in mortgage loans was $51,363,555
with a weighted contractual yield of 12.48%. Loans financed under intercreditor and
participation agreements totaled $16,301,286 at December 31, 2003 and are
classified as assets under secured borrowing. Such financing is at a weighted
average contractual interest rate of 12.59%. These mortgage loans mature within
the next 24 months. All of the outstanding mortgage loans at December 31, 2003
are fixed rate loans. All of the mortgage loans are held for investment
purposes and are held to their maturity date. None of the mortgage loans have
prepayment penalties.

As of December 31, 2003, the Company had cash and investments in certificates
of deposit and other short-term deposit accounts totaling $14.5 million. The
Company anticipates that approximately 3% of its assets will be held in such
accounts as a cash reserves. Additional deposits in such accounts will be made
as funds are received by the Company from new investors and repayment of loans
pending the deployment of such funds in new mortgage loans. The Company
believes that these financial assets do not give rise to significant interest
rate risk due to their short-term nature.




ITEM 4. CONTROLS AND PROCEDURES.

The Company has evaluated the effectiveness of the design and operation of its
disclosure controls and procedures as of December 31, 2003 (the Evaluation
Date). Such evaluation was conducted under the supervision and with the
participation of the Chief Executive Officer (CEO) and the Chief Financial
Officer (CFO) of Vestin Mortgage, Inc., the Companys Manager, who function
as the equivalent of the CEO and CFO of the Company. 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 over
financial reporting that occurred during the Companys most recent fiscal
quarter, that have materially affected, or are reasonable likely to materially
affect, the Companys internal controls over financial reporting.

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PART II

OTHER INFORMATION




ITEM 1. LEGAL PROCEEDINGS

None.




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

No matter was submitted to a vote of security holders, through the solicitation
of proxies or otherwise, during the first quarter ended December 31, 2003.

ITEM 5. OTHER INFORMATION

None.




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

|       |  |                                                 
|------ |  | ------------------------------------------------
|3.1(1) |  | Articles of Organization                        
|       |  |                                                 
|10(2)  |  | Amended and Restated Operating Agreement        
|       |  |                                                 
|31.1   |  | Section 302 Certification of Michael V. Shustek 
|       |  |                                                 
|31.2   |  | Section 302 Certification of Lance K. Bradford  
|       |  |                                                 
|32     |  | Certification Pursuant to U.S.C. 18 Section 1350



| | (1) |  | Incorporated herein by reference to our S-11 Registration Statement filed on December 21, 2000.              
| | --- |  | -------------------------------------------------------------------------------------------------------------
|
| | (2) |  | Incorporated herein by reference to Amendment No. 2 to our S-11 Registration Statement filed on July
3, 2002.

(b) Reports on Form 8-K

None.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

VESTIN FUND I, LLC

By: Vestin Mortgage, Inc., its sole manager

| |     |  |                                                                                                                                                
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------
| | By: |  | /s/ Lance K. Bradford
Lance K. Bradford
Director, Secretary and Treasurer
(Chief Accounting Officer of the Manager
and Duly Authorized Officer)

Dated: February 17, 2004

23