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 MARCH 31, 2001

[ ] 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


                           DM MORTGAGE INVESTORS, LLC
             (Exact Name of Registrant as Specified in Its Charter)


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


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


                                  702.227.0965
                         (Registrant's Telephone Number)


               Former Name, Former Address and Former Fiscal Year,
                         if Changed Since Last Report.


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 April 30, 2001, the Issuer had 8,232,412 of its Units outstanding.
<PAGE>
ITEM 1. FINANCIAL STATEMENTS

                                                                            PAGE
                                                                            ----
Balance Sheets as of March 31, 2001 (unaudited) and
  December 31, 2000.........................................................  3

Statements of Income for the Three Months Ended
  March 31, 2001 and 2000 (unaudited)......................................   4

Statements of Members' Equity (unaudited)...................................  5

Statements of Cash Flows for the Three Months ended
  March 31, 2001 and 2000 (unaudited).......................................  6

Notes to Financial Statements...............................................  7
<PAGE>
                           DM MORTGAGE INVESTORS, LLC

                                 BALANCE SHEETS


                                              March 31, 2001   December 31, 2000
                                              --------------   -----------------
                                                (unaudited)
                                     ASSETS
Cash                                            $   815,499       $   370,304
Certificates of deposit                           1,675,000         1,200,000
Due from Managing Member                            147,217           199,396
Interest and other receivables                      628,249           491,122
Investment in mortgage loans                     60,013,923        39,376,619
                                                -----------       -----------
                                                $63,279,888       $41,637,441
                                                ===========       ===========

                        LIABILITIES AND MEMBERS' EQUITY
Liabilities
  Deferred revenues                             $   169,520       $   256,230
                                                -----------       -----------
       Total liabilities                            169,520           256,230
                                                -----------       -----------
Members' equity - authorized 10,000,000 units;
 6,327,479 and 4,173,991 units issued and
 outstanding at $10 per unit at March 31, 2001
 and December 31, 2000, respectively             63,110,368        41,381,211
                                                -----------       -----------
       Total members' equity                     63,110,368        41,381,211
                                                -----------       -----------
       Total liabilities and members' equity    $63,279,888       $41,637,441
                                                ===========       ===========

The accompanying notes are an integral part of this statement.

                                       3
<PAGE>
                           DM MORTGAGE INVESTORS, LLC

                              STATEMENTS OF INCOME
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                   (UNAUDITED)

                                                               Three Months
                                                              Ended March 31,
                                                         -----------------------
                                                            2001         2000
                                                         ----------   ----------
REVENUES
  Interest income from investment in mortgage loans      $1,646,508   $        0
  Loan origination fees                                      86,711            0
  Other interest income                                      43,023            0
                                                         ----------   ----------

       Total revenues                                     1,776,242            0
                                                         ----------   ----------
OPERATING EXPENSES
  Management fees to Managing Member                         31,981            0
  Other                                                      21,125            0
                                                         ----------   ----------

       Total operating expenses                              53,106            0
                                                         ----------   ----------

NET INCOME                                               $1,723,136   $        0
                                                         ==========   ==========

Net income allocated to members                          $1,723,136   $        0
                                                         ==========   ==========
Net income allocated to members per weighted
  average membership units                               $    .3388   $        0
                                                         ==========   ==========

Weighted average membership units                         5,085,255      115,500
                                                         ==========   ==========

The accompanying notes are an integral part of this statement.

                                       4
<PAGE>
                           DM MORTGAGE INVESTORS, LLC

                          STATEMENTS OF MEMBERS' EQUITY


                                                       UNITS          AMOUNT
                                                    ------------   ------------

Members' equity at December 31, 2000 (Audited)        4,173,991    $ 41,381,211
Issuance of units (net of offering costs)             2,129,312      21,247,826
Distributions                                                --      (1,483,568)
Reinvestments of distributions                           24,176         241,763
Net income                                                   --       1,723,136
                                                     ----------    ------------

Members' equity at March 31, 2001 (unaudited)         6,327,479    $ 63,110,368
                                                     ==========    ============

The accompanying notes are an integral part of this statement.

                                       5
<PAGE>
                           DM MORTGAGE INVESTORS, LLC

                            STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 and 2000
                                   (UNAUDITED)

                                                             Three Months
                                                            Ended March 31,
                                                    ----------------------------
                                                        2001            2000
                                                    ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                        $  1,723,136    $          0
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Decrease in due from Managing Member                  52,179               0
    Increase in interest and other receivables          (137,127)              0
    Decrease in deferred revenues                        (86,710)              0
                                                    ------------    ------------

       Net cash provided by operating activities       1,551,478               0
                                                    ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of investments in mortgage loans          (21,720,458)              0
  Proceeds from loan payoff                            1,083,154               0
  Investment in certificates of deposit                 (475,000)              0
                                                    ------------    ------------

       Net cash used in investing activities         (21,112,304)              0
                                                    ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of membership units          21,247,826               0
  Members' distribution reinvestments                    241,763               0
  Members' distributions                              (1,483,568)              0
                                                    ------------    ------------

       Net cash provided by financing activities      20,006,021               0
                                                    ------------    ------------

NET INCREASE IN CASH                                     445,195               0
CASH, BEGINNING                                          370,304               0
                                                    ------------    ------------

CASH, ENDING                                        $    815,499    $          0
                                                    ============    ============

The accompanying notes are an integral part of this statement.

                                       6
<PAGE>
                           DM MORTGAGE INVESTORS, LLC

                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     1.   ORGANIZATION

     DM  Mortgage  Investors,  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  on  December  14,  1999  (date of
     formation) and will continue until December 31, 2019 unless dissolved prior
     or extended thereto under the provisions of the Operating Agreement.

     Prior to September 1, 2000, the Company was a development stage company. On
     August 23, 2000,  the Company's  Form S-11/A,  as filed with the Securities
     and Exchange  Commission,  became effective for the initial public offering
     of  10,000,000  units of the  Company  at $10 per unit.  Consequently,  the
     Company  commenced  operations  on September 1, 2000. As of March 31, 2001,
     the Company sold 6,327,479 units of the total 10,000,000 units offered. The
     Company will continue to offer its remaining unsold units to the public for
     a period of two years following the effective date of its Form S-11/A.

     The Manager of the Company is Vestin Mortgage,  Inc., 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., a Delaware Corporation,  whose common stock is publicly
     held and is traded on the Nasdaq Small Cap Market under the symbol  "VSTN."
     The Company's  Operating  Agreement provides that the Manager has exclusive
     control  over the business 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.

     The financial  statements  have been prepared in accordance with Securities
     Exchange   Commission   requirements  for  interim  financial   statements.
     Therefore,  they  do  not  include  all of the  information  and  footnotes
     required by generally accepted accounting principles for complete financial
     statements. The financial statements should be read in conjunction with the
     Form 10-K for the fiscal year ended December 31, 2000 of the Company.

NOTE B - INVESTMENT IN MORTGAGE LOANS

Investment in mortgage loans as of March 31, 2001 are as follows:

     Bridge                                       $ 4,497,400            7.49%
     Commercial                                    11,451,340           19.08%
     Construction                                   8,477,040           14.13%
     Acquisition and development                   21,856,039           36.42%
     Land                                          13,732,104           22.88%
     Residential                                           --              --%
                                                  -----------          ------

                                                  $60,013,923          100.00%
                                                  ===========          ======

     First mortgages                              $59,763,923           99.58%
     Second mortgages                                 250,000             .42%
                                                  -----------          ------

                                                  $60,013,923          100.00%
                                                  ===========          ======

                                       7
<PAGE>
The following is a schedule of maturities of investment in mortgage  loans as of
March 31, 2001:

     2001                                        $46,049,133
     2002                                         13,964,790
                                                 -----------

                                                 $60,013,923
                                                 ===========

The  following is a schedule by  geographic  location of  investment in mortgage
loans as of March 31, 2001:

     Arizona                                    $ 2,650,000              4.42%
     California                                   9,458,749             15.76%
     Hawaii                                       8,534,910             14.22%
     Nevada                                      11,173,958             18.62%
     Texas                                       16,891,111             28.15%
     Utah                                         9,705,195             16.16%
     Washington                                   1,600,000              2.67%
                                                -----------            ------

                                                $60,013,923            100.00%
                                                ===========            ======

As of March 31, 2001, the majority of all mortgage loan payments are current and
the loans are  performing  in  accordance  with their  terms.  Accordingly,  the
Company's  management  estimates that an allowance for loan losses is not deemed
necessary.

The Company has six mortgage  loan products  consisting  of bridge,  commercial,
construction,  acquisition and development, land, and residential. Substantially
all mortgage  loans have similar  effective  interest  rates ranging from 12% to
15%.  Revenue by product will fluctuate based upon relative  balances during the
period.  Due to the similar nature of the effective  interest rates, the Company
does not report revenues by product type.

NOTE C - SUBSEQUENT EVENT

Subsequent to March 31,2001, the Company raised  approximately  $18,684,000 from
the sale of its units through April 30, 2001.

                                       8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

BACKGROUND

DM Mortgage  Investors,  LLC (the "Company") was organized in December 1999 as a
Nevada limited liability company for the purpose of investing in mortgage loans.
The Company  invests in loans secured by real estate  through deeds of trust and
mortgages.  Prior to  September  1, 2000,  the Company was a  development  stage
company.

The Company's  manager is Vestin Mortgage,  Inc., a licensed mortgage company in
the State of Nevada (the "Manager"). The Manager is a wholly-owned subsidiary of
Vestin Group, Inc., a Delaware corporation,  whose common stock is publicly held
and traded on the Nasdaq Small Cap Market under the ticker symbol "VSTN."

The following  financial review and analysis  discusses the Company's  financial
condition and results of operations for the  three-month  period ended March 31,
2001.  Prior to September 1, 2000,  the Company was a development  stage company
with no operational  activities.  This information 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.

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 of the Company's units at $10 per unit. The Company
commenced  operations  on September 1, 2000.  As of March 31, 2001,  the Company
sold  approximately  6,205,000  units of the  total  10,000,000  units  offered.
Additionally,  the Company issued  approximately 84,000 units to its Manager for
offering costs paid by them on the Company's behalf,  and  approximately  38,000
units for members'  distribution  reinvested with the Company.  The Company will
continue  to offer  unsold  units to the  public for a period of up to two years
following the effective date of the Registration Statement.

SUMMARY OF FINANCIAL RESULTS

                                                           FOR THE QUARTER ENDED
                                                               MARCH 31, 2001
                                                               --------------
Total revenues                                                   $1,776,000
Total expenses                                                   $   53,000
Net income                                                       $1,723,000
Earnings per unit:
  Net income allocated to members per weighted
   average membership units                                      $    .3388
  Annualized net interest yield to members (a)                        13.55%
  Weighted average membership units                               5,085,255

(a) The annualized  net interest yield to unit holders is calculated  based upon
the net income  allocated to unit holders per weighted average units as of March
31, 2001 divided by 3 (number of months from  January  2001 through  March 2001)
and  multiplied  by twelve (12)  months,  then  divided by ten (the $10 cost per
unit).

Net income for the  quarter  ended March 31,  2001 was  derived  primarily  from
interest income on mortgage loans approximating $1.6 million, interest income of
approximately  $43  thousand  earned on cash and cash  equivalents  held at bank
institutions and $87 thousand from mortgage origination fees earned.

The weighted  average yield for the three-month  period ended March 31, 2001 for
the Company's mortgage loans was 13.25%.

                                       9
<PAGE>
INVESTMENT IN MORTGAGE LOANS SECURED BY REAL ESTATE PORTFOLIO

As of March 31, 2001, the Company invested approximately $60,014,000 in mortgage
loans secured by real estate. Such loans consisted of twenty-seven (27) loans of
which twenty-six (26) loans are secured through first deeds of trust and one (1)
loan is secured through second deeds of trust. The following is a summary of the
Company's investment in mortgage loans as of March 31, 2001:

<TABLE>
<CAPTION>
                                            LOAN AMOUNT
                             LOAN AMOUNT    COMMITTED/
                               FUNDED        FUNDED BY       LOAN TO
                                BY DM          OTHER        APPRAISED     VALUE  INTEREST    LOAN
     BORROWER                 MORTGAGE       INVESTORS        VALUE       RATIO    RATE     LENGTH    LOAN TYPE     COLLATERAL
     --------                 --------       ---------        -----       -----    ----     ------    ---------     ----------
<S>                         <C>            <C>            <C>             <C>      <C>      <C>       <C>            <C>
Car Spa Norco, LLC          $ 3,345,000    $    355,000   $  6,400,000    57.8%    14.0%    12 mos.    Commercial    Land and
                                                                                                                     Building
The Ranches, LLC            $ 3,115,000    $      5,000   $  5,673,000    55.0%    15.0%    12 mos.          Land    Land
Mesquite 643, LLC           $ 2,847,300    $  4,652,700   $ 14,000,000    53.6%    14.0%    12 mos.           A&D    Land
Q Summerlin, LLC            $    54,500    $  8,695,500   $ 12,600,000    69.4%    14.0%    12 mos.  Construction    Land and
                                                                                                                     Building
Enchantment Condos          $   421,600    $  1,338,400   $  2,610,000    67.4%    13.5%    12 mos.  Construction    Land
Donald Zeiter               $   411,100    $  1,251,900   $  2,450,000    67.9%    13.0%    12 mos.  Construction    Residential
                                                                                                                      Prop.
Emerald Suites              $ 3,672,400    $ 11,377,600   $ 24,625,000    61.1%    13.5%    12 mos.  Construction    Land and
                                                                                                                     Building
Arvada Ranch                $ 2,650,000    $    850,000   $ 16,200,000    21.6%    12.0%    12 mos.    Commercial    Land and
                                                                                                                     Building
Bridge Aina Le'a            $ 5,300,000    $         --   $ 21,750,000    24.4%    13.0%    24 mos.           A&D    Land and
                                                                                                                     Building
Golden Nugget Holdings      $ 1,600,000    $         --   $  7,400,000    21.6%    14.0%    12 mos.    Commercial    Land and
                                                                                                                     Building
South Mountain, LLC         $ 6,590,200    $    409,800   $ 19,690,000    35.6%    14.0%    12 mos.          Land    Land
Art Collections, Inc.       $11,000,000    $  1,500,000   $ 24,790,000    50.4%    14.0%    12 mos.           A&D    Land
Peace Plaza                 $   219,100    $  3,480,900   $  6,425,000    57.6%    14.0%    12 mos.    Commercial    Land and
                                                                                                                     Building
Malibu Development          $   250,000    $         --   $ 18,000,000    73.6%    15.0%    12 mos.    Commercial    Land and
                                                                                                                     Building
Lakeside Village LLC        $ 1,616,300    $  1,233,700   $  5,500,000    51.8%    14.0%    12 mos.           A&D    Land and
                                                                                                                     Building
Brugnara Properties V, LLC  $    11,200    $ 19,988,800   $ 60,000,000    33.3%    14.0%    12 mos.    Commercial    Land and
                                                                                                                     Building
Intercapital of Texas, Inc. $ 1,346,100    $    249,900   $  2,300,000    69.4%    14.5%    12 mos.    Commercial    Land and
                                                                                                                     Building
Art Collection              $ 2,500,000    $         --   $ 15,645,000    53.7%    14.0%    12 mos.          Land    Land
LV RV Resort LLC            $ 1,583,300    $ 15,916,700   $ 33,900,000    51.6%    14.0%    12 mos.  Construction    Land
Corona Partnership          $   289,200    $  3,990,800   $  6,850,000    62.5%    14.0%    12 mos.  Construction    Land and
                                                                                                                     Building
Sunset-Pecos Limited        $   322,000    $    678,000   $  3,750,000    26.7%    14.0%    12 mos.          Land    Land
RTA Desert, Inc.            $   997,400    $  1,702,600   $  6,000,000    45.0%    15.0%    12 mos.        Bridge    Land and
                                                                                                                     Building
HHG Partners                $ 2,045,000    $ 11,955,000   $ 20,900,000    67.0%    14.0%    12 mos.  Construction    Land
Red Hills Oasis             $ 1,092,400    $  1,957,600   $  4,690,000    65.0%    14.0%    12 mos.           A&D    Land
Bridge Aina Le'a            $ 1,204,900    $    795,100   $ 20,000,000    36.5%    14.0%    12 mos.          Land    Land
California Property Inv.    $ 3,500,000    $  5,500,000   $ 21,000,000    42.9%    14.0%    12 mos.        Bridge    Land and
                                                                                                                     Building
Andre Tatibouet             $ 2,030,000    $  4,470,000   $ 12,000,000    54.1%    14.0%    12 mos.    Commercial    Land and
                            -----------    ------------   ------------    ----     ----     --                       Building

                            $60,014,000    $102,355,000   $395,148,000      47%
                            ===========    ============   ============    ====
</TABLE>

As of March 31, 2001,  investment in loans secured by real estate had a weighted
average  interest yield of 13.87% with all loans maturing within the next twelve
(12) to twenty-four (24) months.

                                       10
<PAGE>
Losses may be  expected  to occur when  funding  mortgage  loans.  The amount of
losses  will  vary as the  loan  portfolio  is  affected  by  changing  economic
conditions and the financial  position of borrowers.  There is no precise method
of predicting potential losses.

The conclusion that the Company's loans may become uncollectible, in whole or in
part,  is a  matter  of  professional  judgment.  Conventional  lenders  such as
traditional  banks and savings and loan  institutions are subject to federal and
state regulations that require such lenders to perform ongoing analyses of their
loan  portfolios,  loan to value ratios,  reserves,  etc., and to obtain current
information  regarding  their  borrowers  and  the  securing  properties.  As  a
non-conventional  lender, the Company is not subject to such regulations and has
not adopted these practices. Rather, in connection with the quarterly and annual
closing of the Company's accounting records and the preparation of the Company's
financial  statements,  the Manager evaluates  investments in mortgage loans and
determines  whether  the  allowance  for loan  losses is  adequate  to cover the
Company's potential losses. As of March 31, 2001, the Manager determined that no
allowances for loan losses was necessary.

The Manager may evaluate the  following  in using its  professional  judgment to
determine  the adequacy of allowance  for loan losses:  economic  conditions,  a
borrower's financial condition, industry trends, and the loss potential involved
with a loan. The Manager's loan committee may also conduct a quarterly review or
the adequacy of loan losses.

CAPITAL AND LIQUIDITY

Liquidity  is  a  measure  of  a  company's   ability  to  meet  potential  cash
requirements,  including ongoing  commitments to fund lending activities and for
general operation purposes.  The Company believes that interest earned from both
investment  loans and cash held at bank  institutions  in the next twelve months
will be sufficient to meet the Company's capital requirements.  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 manage the Company's  affairs.  The
Manager  may elect to  receive  an annual  management  fee of up to 0.25% of the
Company's aggregate capital  contributions.  Pursuant to the Company's Operating
Agreement  the maximum  amount of  management  fees the Manager was  entitled to
receive in the first  quarter of 2001 was  501,000.  As of March 31,  2001,  the
Manager elected to receive $32,000 in management fees.

During the  quarter  ended March 31,  2001,  cash flows  provided  by  operating
activities   approximated  $1.6  million.   Investing  activities  consisted  of
investment  in loans secured by real estate in the amount of $21 million (net of
proceeds  from payoffs of mortgage  loans),  and  investment in  certificate  of
deposits of $475 thousand.  Financing  activities consisted of proceeds from the
sale of units in the amount of $21 million, and distributions of $1.2 million to
the Company's unit holders (net of reinvestments).

The  Company  will rely upon the cash flow from  operations  to provide  for its
capital  requirements.  The Manager believes that cash generated from operations
will be sufficient to provide for its capital requirements for at least the next
12 months. The Company will continue to offer to sell its remaining unsold units
up to a maximum of 10,000,000  units. As of March 31, 2001, the Company has sold
approximately  6.3  million  units  with  proceeds  approximating  $63  million.
Proceeds from future sale of the Company's units will be used to provide capital
for investments in loans. There can be no assurance how many units will be sold.

At March  31,  2001,  the  Company  had  about  $815  thousand  in cash and cash
equivalents,  $1.7 million in  certificates  of deposit and $63 million in total
assets.  On the same date, total  liabilities of the Company  approximated  $170
thousand.  Accordingly, it appears the Company has sufficient working capital to
meet its operating needs in the near term.

The Company  maintains  working  capital  reserves  of at least 3% of  aggregate
members'  capital  accounts in cash and cash  equivalents,  and  certificates of
deposits.  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.

                                       11
<PAGE>
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  deal in any  foreign  currencies  and  does not own any
options, futures or other derivative instruments.  The Company does not have any
debt.

Most of the Company's  assets consist of investments in mortgage loans.  For the
three month period ended March 31, 2001, the Company's  aggregate  investment in
mortgage loans was $60,014,000 with a weighted average  effective  interest rate
of  13.87.  These  mortgage  loans  have  a  term  of 1 to 2  years.  All of the
outstanding  mortgage loans at March 31, 2001 were fixed rate loans.  All of the
mortgage loans are held for investment purposes; none are held for sale. Most of
the mortgage loans do not have prepayment penalties.

Changes in  interest  rates  would not affect the asset  value of the  Company's
investment in mortgage loans.  However,  a significant  change in interest rates
could  affect  the  Company's  operating  results.  If  interest  rates  decline
significantly,  some of the borrowers could prepay their loans with the proceeds
of a  refinancing  at lower  interest  rates.  This would  reduce the  Company's
earnings and funds  available for  distribution  to unit  holders.  On the other
hand,  a  significant  increase in interest  rates could result in a slowdown in
real estate  development  activity  which would reduce the demand for commercial
mortgage loans. As a result,  the Company might encounter greater  difficulty in
identifying appropriate borrowers.  The Company is not in a position to quantify
the potential impact on its operating results from a material change in interest
rates.

For the first  fiscal  quarter  of 2001,  the  Company  invested  $1,675,000  in
certificates  of deposit  and other  short term  deposit  accounts.  The Company
anticipates  that at least 3% of its assets  will be held in such  accounts as a
cash  reserve;  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.

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<PAGE>
                                     PART II

                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Not Applicable.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

The registration  statement (Commission file number 333-32800) registering up to
10,000,000 of the Company's  units valued at  $100,000,000,  with the Securities
and Exchange Commission became effective on August 23, 2000. The offering of the
Company's  units  commenced  on September  1, 2000.  As of March 31,  2001,  the
Company  had  sold  approximately   6,205,000  of  its  units  for  a  total  of
approximately  $62,000,000.  There is no public trading market for the Company's
units.  The Company's  units are sold where  permitted by the Manager  and/or by
Vestin  Capital,  Inc., a registered  broker/dealer.  The offering will continue
until the earlier of selling 10,000,000 units,  December 31, 2001 or the Manager
determines to end the offering. Investors in the Company must satisfy applicable
state requirements in order to purchase units in the Company.

Pursuant to the Company's  Distribution  Reinvestment  Plan,  members elected to
reinvest their  distributions and receive 24,000 units in the Company,  totaling
$240,000.

In exchange for services provided by the Manager, it has received  approximately
$32,000 in management  fees during the first fiscal quarter of 2001. The Company
also  credited  the  Manager  with 4,500 units  valued at $45,000  for  offering
expenses paid by the Manager to nonaffiliates on behalf of the Company.

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 of 2001.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

         2.1      Articles of Organization*

         10.1     Operating Agreement*

----------
* Previously filed.

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<PAGE>
                                   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.

DM MORTGAGE INVESTORS, 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: May 15, 2001

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