##### Table of Contents



U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-KSB/A

Amendment No. 1 to Form 10-KSB


(MARK ONE)

|    |  |                                                                               
|--- |  | ------------------------------------------------------------------------------
|[X] |  | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

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

FOR THE TRANSITION PERIOD FROM ______ TO ______.

COMMISSION FILE NUMBER 000-24803

VESTIN GROUP, INC.

(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

|                                                                        |  |                                                
|----------------------------------------------------------------------- |  | -----------------------------------------------
|DELAWARE
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION) |  | 52-2102142
(I.R.S. EMPLOYER
IDENTIFICATION NO.)

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

ISSUERS TELEPHONE NUMBER: 702.227.0965

SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:
NONE

SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:
COMMON STOCK, $.0001 PAR VALUE

Check whether issuer (1) 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 [   ]

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
is not contained in this form, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]

State issuers revenues for its most recent fiscal year. $21,441,638.

As of March 15, 2002, there were 5,502,148 shares of the registrants common
stock, $.0001 par value, issued and outstanding.

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and ask price of such common equity, as of
a specified date within the past 60 days. As of March 15, 2002: Approximately
$13,737,896.

Transitional Small Business Disclosure Format (check one). Yes [   ] No [X]





---

TABLE OF CONTENTS



|         |                                                                                                                         |  |  |  |  |  |  | 
|-------- | ----------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART II 
|         | ITEM 7. FINANCIAL STATEMENTS  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                              
|PART III
|         | ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
|         | ITEM 10. EXECUTIVE COMPENSATION                                                                                        
|         | ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                                                
|         | ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                                



---



##### Table of Contents



The registrant hereby corrects an error in the stock option activity summary
table in Note Q (Stockholders Equity) of Notes to Consolidated Financial
Statements contained in Part II, Item 7 (Financial Statements) of its Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2001, which was
filed with the Commission on April 1, 2002:




PART II




ITEM 7. FINANCIAL STATEMENTS  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE Q  STOCKHOLDERS EQUITY

STOCK OPTION AND WARRANT ACTIVITY

The following table summarizes the Companys stock option activity:

|                           |  |           |           |          |  |          |      | 
|-------------------------- |  | --------- | --------- | -------- |  | -------- | ---- | 
|                           |  |           |           |          |  | Weighted
|                           |  |           |           |          |  | Average 
|                           |  | Number    |           | Exercise
|                           |  | of Shares |           | Price   
|                           |  |           |           |         
|Balance, January 1, 2000   |  |           |          |          |  | $        |     | 
|Options granted            |  |           | 961,800   |          |  |          | 4.00 | 
|Options exercised          |  |           |          |          |  |          |     | 
|Options forfeited/expired  |  |           |          |          |  |          |     | 
|                           |  |           |           |          |  |          |      | 
|Balance, January 1, 2001   |  |           | 961,800   |          |  |          | 4.00 | 
|Options granted            |  |           | 645,000   |          |  |          | 5.05 | 
|Options exercised          |  |           |          |          |  |          |     | 
|Options forfeited/expired  |  |           | 9,500     |          |  |          | 4.00 | 
|                           |  |           |           |          |  |          |      | 
|Balance, December 31, 2001 |  |           | 1,597,300 |          |  | $        | 4.45 | 
|                           |  |           |           |          |  |          |      | 



---



##### Table of Contents



Also, the registrant hereby amends Items 9
through 12 of Part III of its Annual Report on
Form 10-KSB for the fiscal year ended December 31, 2001, which was filed with
the Commission on April 1, 2002:







PART III







ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY AND VESTIN MORTGAGE

The directors and officers of the Company are as follows:

|                     |  |     |    |       |  |                                                                      
|-------------------- |  | --- | -- | ----- |  | ---------------------------------------------------------------------
|Name                 |  | Age |    | Title
|                     |  |     |    |      
|Michael V. Shustek   |  |     | 43 |       |  | Chairman of the Board, Chief Executive Officer and Director          
|Lance K. Bradford    |  |     | 35 |       |  | President, Chief Financial Officer, Treasurer and Director           
|Ira S. Levine        |  |     | 41 |       |  | Executive Vice President of Legal and Corporate Affairs and
Secretary
|Stephen J. Byrne     |  |     | 45 |       |  | Chief Operations Officer and Director                                
|Michael J. Whiteaker |  |     | 52 |       |  | Vice President of Regulatory Affairs                                 
|Robert J. Aalberts   |  |     | 51 |       |  | Director                                                             
|John E. Dawson       |  |     | 44 |       |  | Director                                                             
|Robert L. Forbuss    |  |     | 53 |       |  | Director                                                             
|Robert A. Groesbeck  |  |     | 41 |       |  | Director                                                             
|James C. Walsh       |  |     | 61 |       |  | Director                                                             
|Steven Ducharme      |  |     | 54 |       |  | Director                                                             
|Jan Jones            |  |     | 54 |       |  | Director                                                             

The directors and executive officers of Vestin Mortgage are listed below:

|                     |  |     |    |       |  |                                     
|-------------------- |  | --- | -- | ----- |  | ------------------------------------
|Name                 |  | Age |    | Title
|                     |  |     |    |      
|Stephen J. Byrne     |  |     | 45 |       |  | Chief Executive Officer and Director
|Peggy S. May         |  |     | 33 |       |  | President                           
|Stephen A. Schneider |  |     | 55 |       |  | Vice President                      
|Michael V. Shustek   |  |     | 43 |       |  | Director and Chairman of the Board  
|Lance K. Bradford    |  |     | 35 |       |  | Treasurer,
Secretary and Director   

All the directors of the Company and Vestin Mortgage hold office until the next
annual meeting of shareholders or period of one year. The last annual meeting
of the Companys stockholders was September 4, 2001. The Company, as the only
shareholder of Vestin Mortgage, can change the composition of Vestin Mortgages
Board of Directors at its sole discretion. Similarly, Michael Shustek can cause
a change in the Board of Directors of the Company by virtue of his controlling
ownership interest in the Company. The Company, which is a reporting company
under the Securities Exchange Act of 1934, as amended, has established an audit
committee consisting of three independent directors and requires that its audit
committee be comprised of independent directors. Vestin Mortgage, which is
privately held and has only three directors, has no audit committee and no
requirement of independence at this time. The By-laws of the Company and Vestin
Mortgage provide for up to 10 directors and permit the Board of Directors to
fill any vacancy on the Board of Directors. Officers of both companies serve
at the discretion of the Board of Directors.

The principal occupation and business experience for each of our officers and
directors and key employees, for at least the last five years, are as follows:

Robert J. Aalbertshas been a director of the Company since April 1999. Since
1991, Mr. Aalberts has held the Ernst Lied Professor of Legal Studies
professorship at the University of Nevada, Las Vegas. From 1984 to 1991, Mr.
Aalberts was an Associate Professor of Business Law at Louisiana State
University in Shreveport, Louisiana. From 1982 through 1984, he served as an
attorney for Gulf Oil Company. Mr. Aalberts has co-authored a book relating to
the regulatory environment, law and business of real estate; and he is the
author of numerous legal articles, dealing with various aspects of real estate,
business and the practice of law. Mr. Aalberts received his Juris Doctor degree
from Loyola University, in New Orleans, Louisiana and received a Master of Arts
from the University of Missouri. He is a member of the State Bar of Louisiana.

2



---



##### Table of Contents



Lance K. Bradfordhas been the President of the Company since January 2001. In
addition, Mr. Bradford has been a director, Treasurer and Secretary of Vestin
Mortgage and the Chief Financial Officer, Treasurer, and a director of the
Company since April 1999. From 1999 to 2000, Mr. Bradford was also the
Corporate Secretary of the Company. Since 1992, Mr. Bradford has been a partner
in L.L. Bradford & Company, Las Vegas, Nevada, a Certified Public Accounting
firm that he founded. From 1988 to 1991, Mr. Bradford served as an accountant
with Ernst & Young International. Mr. Bradford received a Bachelor of Science
degree in Accounting from the University of Nevada, in Reno, Nevada.

Stephen J. Byrnehas been the Chief Executive Officer of Vestin Mortgage and
the Chief Operations Officer of the Company since January 2001. Mr. Byrne has
also been a director of Vestin Mortgage since 1997 and of The Company since
April 1999. From its inception in 1997 to 2000, Mr. Byrne was the President of
Vestin Mortgage. From 1999 to 2000, Mr. Byrne also served as the President of
the Company. Mr. Byrne joined Del Mar Mortgage in June 1998 as its Senior
Lending Officer. In 1997, Mr. Byrne founded Capsource, Inc., a predecessor of
Vestin Mortgage, which he owned and operated before joining Del Mar Mortgage.
From 1991 to 1997, Mr. Byrne served as Vice President of Wells Fargo Bank and
of its predecessor First Interstate Bank of Nevada. Mr. Byrne served in various
capacities with First Interstate Bank, including Manager of the Diversified
Asset Group based in Las Vegas and the commercial Diversified Asset Group in
Houston, Texas. Mr. Byrne received a Bachelor of Science degree in Business
Administration from Hastings College, Hastings, Nebraska.

John E. Dawsonhas been a director of the Company since March 2000. Since
1995, Mr. Dawson has been a partner at the law firm of Marquis & Aurbach.
Before joining Marquis & Aurbach, Mr. Dawson was affiliated with the law firm
of Jeffrey L. Burr & Associates. Mr. Dawson co-authored the Asset Protection
Guidebook for Attorneys and Accountants and has presented seminars on asset
protection. Mr. Dawson received his Bachelors Degree from Weber State and his
Juris Doctor from Brigham Young University. Mr. Dawson received his Masters of
Law (L.L.M.) in Taxation from the University of San Diego in 1993. Mr. Dawson
was admitted to the Nevada Bar in 1988 and the Utah Bar in 1989.

Steven Ducharmehas been a director of the Company since August 2001. Steve
DuCharme served as a member of the Nevada Gaming Control Board for 10 years
including two years as Chairman. First appointed to the Board on January 2,
1991 by Nevada Governor Bob Miller, he was reappointed to a second term in
January 1995. He served as the law enforcement representative on the
three-member Board. Mr. DuCharme was named Chairman of the Board on September
19, 1998 by Governor Miller and served two years as Chairman. With his
retirement from the Gaming Control Board in January 2001, he concluded more
than 30 years of public service in Nevada. A 41 year resident of Las Vegas,
Mr. DuCharme, 54, began his career in law enforcement in 1970 as a Deputy
Sheriff with the Clark County Sheriffs Office, which later became the Las
Vegas Metropolitan Police Department. During 20 years with LVMPD, he spent 12
years working undercover investigating vice and narcotic activities. As a
Sergeant, he was the supervising detective in the Fraud Unit and later the
Sexual Assault Unit. Mr. DuCharmes last assignment with the LVMPD was as the
departments spokesman through the Office of Public Information as well as
being the Commander of the Crime Prevention Bureau. He retired from Metro to
accept the Governors appointment to the Gaming Control Board. Mr. DuCharme
holds a B.A. degree in Criminal Justice from the University of Nevada, Las
Vegas and an associates degree in Law Enforcement from Clark County Community
College. He is also a graduate of the Southern Police Institute at the
University of Louisville in Kentucky. Mr. DuCharme is currently an advisor to
the faculty of the National Judicial College and also serves as an instructor.
He is the past Chairman of the International Association of Gaming Regulators
and past President of the Board of Trustees for the Nevada Treatment Center, a
non-profit service for substance abuse. He has been a member of that board
since 1990.

Robert L. Forbusshas been a director of the Company since March 2000. Since
February 1999, Mr. Forbuss has been the President of Strategic Alliances, a
business and government affairs consulting organization. From March 1998
through February 1999, he was the President of Medical Transportation of
America. From February 1997 to March 1998, Mr. Forbuss was the Chief Executive
Officer of the Southwest Division of American Medical Response. From March 1994
to February 1997, he was Senior Vice President of Laidlaw Medical
Transportation, which had acquired Mercy Medical Services, Inc., a company that
Mr. Forbuss founded, owned and managed for 22 years. The latter four companies
are all in the business of providing emergency ambulance and transportation
services. Mr. Forbuss received  his Bachelor of Arts in Public Administration and Political Science from the
University of California at Long Beach, California.

Robert A. Groesbeckhas been a director of the Company since August 2000. Mr.
Groesbeck received his Bachelor of Arts in Criminal Justice from the University
of Nevada in 1985, his Juris Doctor from Thomas S. Cooley School of Law in 1990
and his Masters of Business Administration from National University in 1993.
Mr. Groesbeck is the founder of Home Works, a full service home services
company. From 1994 to June 2000, Mr. Groesbeck was the General Counsel of
Republic Silver State Disposal, Inc. From 1993 to 1997, Mr. Groesbeck was the
Mayor of Henderson, Nevada. Mr. Groesbeck currently serves on numerous
charitable boards.

3



---



##### Table of Contents



Jan Joneshas been a director of the Company since January 2002. Jones
currently serves as Senior Vice President of Communications and Government
Relations for Harrahs Entertainment, Inc., a $3 billion company, publicly
traded on the New York Stock Exchange. In her capacity, Jones oversees
government relations, public relations, community relations, employee
communications and financial communications for 25 casinos across the country
under the Harrahs, Showboat, Rio and Harveys brand names. She is responsible
for communicating the companys position on critical issues facing both
Harrahs and the gaming industry. Prior to joining the company in November
1999, Jones held the elected public office of Mayor of the City of Las Vegas
from 1991 until 1999. During her tenure as Mayor, Las Vegas was the fastest
growing city in America. Jones is a graduate of Stanford University with a
bachelor of arts degree in English. She has an extensive background in
business administration, marketing, and business development.

Ira S. Levinehas been the Executive Vice President of Legal and Corporate
Affairs of the Company since September 2000. Mr. Levine has also been the
Corporate Secretary of the Company since January 2001. Mr. Levine received his
BS in Business Administration specializing in accounting from the University of
Nevada in 1982, his Juris Doctor from Pepperdine University School of Law in
1985 and his Masters of Legal Letters in Taxation from New York University in
1986. Mr. Levine is a member of the state bars of both Nevada and California.
Since 1997, Mr. Levine has been a partner in the law firm of Berkley, Gordon,
Levine, Goldstein & Garfinkel, LLP. Prior to that he was a shareholder in the
law firm of Levine, McBride & Garfinkel, LLP. From 1995 to 1997, Mr. Levine was
a shareholder in the law firm of Streich Lang. Prior to that, Mr. Levine was
senior vice president, secretary and general counsel of United Gaming, Inc. now
known as Alliance Gaming, Inc. Mr. Levine started his legal career with the law
firm of McKenna, Conner & Cuneo in Los Angeles, CA.

Peggy S. Mayhas been with the Company since September 1995, and has been the
President of Vestin Mortgage since January 2001. From 1997 to 2000, Ms. May was
the Senior Vice President of Vestin Mortgage. She is responsible for all new
and existing clients, loan packages and manages investor relationships and
serves as the administrator of the corporate offices. Ms. May has over ten
years of experience in title, escrow and private lending.

Stephen A. Schneiderhas been Vice President of Vestin Mortgage since January
2001. From July 2000 to December 2000, Mr. Schneider was the Chief Operation
Officer of the Company. Mr. Schneider is responsible for the maintenance of all
banking and financial relationships. Mr. Schneider has over 26 years experience
in the financial services industry. He worked at US Bank where he managed the banks business banking department
and underwrote loans for companies with sales of $1 million to $10 million and
maintained relationships with the banks business customers. Mr. Schneider sits
on the boards of Focus Las Vegas and Leadership Las Vegas Youth as well as
several other organizations. He will assist in the creation of the Vestin
Foundation, a non-profit organization aimed at funding local charitable
organizations.

Michael V. Shustekhas been a director of Vestin Mortgage and Chairman of the
Board of Directors, Chief Executive Officer and a director of the Company since
April 1999. In 1995, Mr. Shustek founded Del Mar Mortgage, and has been
involved in various aspects of the real estate industry in Nevada since 1990.
In 1993, he founded Foreclosures of Nevada, Inc., a company specializing in
non-judicial foreclosures. In 1993, Mr. Shustek also started Shustek
Investments, a company that originally specialized in property valuations for
third-party lenders or investors and which continues today as the primary
vehicle for his private investment portfolio. In 1997, Mr. Shustek was involved in the
initial founding of Nevada First Bank, with the largest initial capital base of
any new state charter in Nevadas history. In 2000, Mr. Shustek co-authored a
book, Trust Deed Investments, on the topic of private mortgage lending. Mr.
Shustek is a guest lecturer at the University of Nevada, Las Vegas, where he
also teaches a course in Real Estate Law and Ethics. Mr. Shustek received a
Bachelor of Science degree in Finance at the University of Nevada, Las Vegas.

On November 9, 1998, the State of Nevada, Department of Business and Industry,
Financial Institutions Division (the Division) and Del Mar Mortgage Inc.,
which is owned by Mr. Shustek, settled allegations of noncompliance brought by
the Financial Institutions Division. Del Mar Mortgage neither admitted nor
denied the Divisions allegations. On February 11, 1999, the Division issued an
order against Del Mar Mortgage, which alleged violations of the Nevada
regulatory statutes and established a conservator to oversee Del Mar Mortgages
operations. On February 16, 1999, Del Mar Mortgage sued the Division,
contesting the order. On March 26, 1999, Del Mar Mortgage and the Division
entered into a stipulated court order that effectively superceded the November
1998 agreement. The stipulated court order also vacated the Divisions order
and removed the conservator. Without admitting any facts, and solely to settle
these matters, Del Mar Mortgage agreed to assure compliance with applicable law
in all 42 advertisements, solicitations of mortgage borrowers and in its making
and servicing of mortgage loans. The Company and Vestin Mortgage, as successors
to the mortgage company business of Del Mar Mortgage, agreed to adhere to the
terms of the stipulation. Del Mar Mortgage also paid an additional $20,000 to
the Division under the November 1998 agreement, in addition to the $30,000 Del
Mar Mortgage had paid prior to February.

4



---



##### Table of Contents



James C. Walshhas been a director of the Company since January 2001. Mr.
Walsh has practiced law in New York City since 1966, after receiving his law
degree from the University of Alabama. Mr. Walsh specializes in the
representation of professional athletes and entertainers. Mr. Walsh has been
the exclusive attorney, agent and business manager of Joe Namath since 1969.
Mr. Walsh is a member of the New York and Louisiana Bar Association.

Michael J. Whiteakerhas been Vice President of Regulatory Affairs of the
Company since May 14, 1999 and is experienced in the banking and finance
regulatory fields, having most recently served with the 43 State of Nevada from
1982 to 1999 as its Supervisory Examiner, responsible for the financial and
regulatory compliance audits of all financial institutions in Nevada. Mr.
Whiteaker has worked extensively on matters pertaining to both state and
federal statutes, examination procedures, policy determination and credit
administration for commercial and real estate loans. From 1973 to 1982 Mr.
Whiteaker was Assistant Vice President of Nevada National Bank, responsible for
a variety of matters including loan review.

CERTAIN LEGAL PROCEEDINGS

Vestin Mortgage is currently engaged in litigation in the State of Nevada.
Vestin Mortgage, the Company, Michael Shustek and various affiliates of Mr.
Shustek are defendants in a civil action entitled Desert Land, L.L.C. et al. v.
Owens Financial Group, Inc., et. al., currently pending in the United States
District Court for the District of Nevada (the Civil Action). The Civil
Action was initiated by a borrower which defaulted on various loans arranged by
Vestin Mortgage. The Civil Action alleges 18 claims for relief including
intentional interference with contractual relations and prospective economic
advantage, breach of contract, fraudulent inducement, economic duress, common
law fraud and securities fraud. The Civil Action seeks rescission of various
contracts entered into between plaintiffs and defendants, compensatory damages
in excess of $10,000,000 and punitive damages, among other remedies. The Civil
Action was filed on December 7, 2000. The Civil Action is currently in the
pleading stage; defendants intend to deny the allegations and vigorously
contest the Civil Action.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Companys
executive officers, directors and persons who own more than 10% of the
Companys outstanding Common Stock to file reports of ownership and changes in
ownership with the SEC within specified time periods. Such officers, directors
and beneficial stockholders must also furnish copies of those reports to the
Company.

Based solely on a review of the copies of reports furnished to the Company, the
Company believes that during the preceding year all filing requirements for
executive officers, directors and over 10% stockholders were met, except that
Michael V. Shustek filed the Statements of Changes in Beneficial Ownership on
Form 4 for September and October 2001 on November 16, 2001, and that Ira Levine
filed the Statement of Changes in Beneficial Ownership on Form 4 for October
2001 on November 16, 2001.

5



---



##### Table of Contents






ITEM 10. EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

The following Summary Compensation Table sets forth the compensation paid or
awarded for the fiscal year ended December 31, 2001 to the Companys Chief
Executive Officer and the four next most highly compensated executive officers
whose compensation for the fiscal year ended December 31, 2001 exceeded
$100,000 (the Named Officers). No other executive officer received
compensation in excess of $100,000 for fiscal year ended December 31, 2001.

Summary Compensation Table

|                   |                                                                       |      |                     |           |  |          |         |       |  |        |        |              |           |  |   |  |  |  |              |  |  |  |   |  | 
|------------------ | --------------------------------------------------------------------- | ---- | ------------------- | --------- |  | -------- | ------- | ----- |  | ------ | ------ | ------------ | --------- |  | - |  |  |  | ------------ |  |  |  | - |  | 
|                   |                                                                       |      |                     |           |  |          |         |       |  |        |        |              |           |  |   |  |  |  | Long Term   
|                   |                                                                       |      |                     |           |  |          |         |       |  |        |        |              |           |  |   |  |  |  | Compensation
|                   |                                                                       |      |                     |           |  |          |         |       |  |        |        |              |           |  |   |  |  |  |             
|                   |                                                                       |      | Annual Compensation |           |  |          |         |       |  |        |        |              | All Other
|                   |                                                                       |      |                     |           |  |          |         |       |  |        |        |              |          
|Name and Position  |                                                                       | Year |                     | Salary($) |  | Bonus($) |         | Other |  | Awards |        | Compensation
|                   |                                                                       |      |                     |           |  |          |         |       |  |        |        |             
|Michael V. Shustek |                                                                       |      | 2001                |           |  |          | 852,000 |       |  |        | 20,529 |              |           |  | 0 |  |  |  | 0            |  |  |  | 0 | 
|                   | Chairman and Chief Executive Officer                                  |      |                     |           |  |          |         |       |  |        |        |              |           |  |   |  |  |  |              |  |  |  |   |  | 
|Stephen J. Byrne   |                                                                       |      | 2001                |           |  |          | 332,908 |       |  |        | 22,406 |              |           |  | 0 |  |  |  | 0            |  |  |  | 0 | 
|                   | Chief Operating Officer                                               |      |                     |           |  |          |         |       |  |        |        |              |           |  |   |  |  |  |              |  |  |  |   |  | 
|Lance K. Bradford  |                                                                       |      | 2001                |           |  |          | 296,500 |       |  |        | 2,597  |              |           |  | 0 |  |  |  | 0            |  |  |  | 0 | 
|                   | President                                                             |      |                     |           |  |          |         |       |  |        |        |              |           |  |   |  |  |  |              |  |  |  |   |  | 
|Peggy S. May       |                                                                       |      | 2001                |           |  |          | 132,667 |       |  |        | 29,000 |              |           |  | 0 |  |  |  | 0            |  |  |  | 0 | 
|                   | President, Vestin Mortgage                                            |      |                     |           |  |          |         |       |  |        |        |              |           |  |   |  |  |  |              |  |  |  |   |  | 
|Ira Levine         |                                                                       |      | 2001                |           |  |          | 262,500 |       |  |        | 0      |              |           |  | 0 |  |  |  | 0            |  |  |  | 0 | 
|                   | Executive Vice President of Legal
and Corporate Affairs and Secretary |      |                     |           |  |          |         |       |  |        |        |              |           |  |   |  |  |  |              |  |  |  |   |  | 

The compensation above for each of Messrs. Shustek and Byrne includes
compensation for services rendered to Vestin Mortgage and other affiliates of
the Company. Of the amounts set forth above, Mr. Shustek received $639,000 of
his total compensation for services rendered to Vestin Mortgage, and Mr. Byrne
received all his compensation for services rendered to Vestin Mortgage. Ms. May
provided services to and received all her compensation directly from Vestin
Mortgage. Ira Levine received 20,000 shares of the Companys Common Stock as a
performance bonus.

OPTION GRANTS

The following Option/SAR Grants Tables set forth the individual grants of stock
options made in fiscal 2001 to the Named Officers.

Option/SAR Grants in Fiscal Year 2001
(Individual Grants)

|                   |  |              |         |                  |  |                  |      |            |  |   |      |  |  |  |          | 
|------------------ |  | ------------ | ------- | ---------------- |  | ---------------- | ---- | ---------- |  | - | ---- |  |  |  | -------- | 
|                   |  | Number of    |         | Percent of Total |  |                  |      |            |  |   |      | 
|                   |  | Securities   |         | Options/SARs     |  |                  |      |            |  |   |      | 
|                   |  | Underlying   |         | Granted to       |  |                  |      |            |  |   |      | 
|                   |  | Options/SARs |         | Employees        |  | Exercise or Base |      | Expiration
|Name               |  | Granted(#)   |         | In Fiscal 2001   |  | Price($/SH)      |      | Date      
|                   |  |              |         |                  |  |                  |      |           
|Michael V. Shustek |  |              | 500,000 |                  |  |                  | 83.0 | %          |  | $ | 5.07 |  |  |  | 11/15/11 | 
|                   |  |              |         |                  |  |                  |      |            |  |   |      |  |  |  |          | 
|Stephen J. Byrne   |  |              | 0       |                  |  |                  | 0    |            |  |   | 0    |  |  |  | 0        | 
|                   |  |              |         |                  |  |                  |      |            |  |   |      |  |  |  |          | 
|Lance K. Bradford  |  |              | 0       |                  |  |                  | 0    |            |  |   | 0    |  |  |  | 0        | 
|                   |  |              |         |                  |  |                  |      |            |  |   |      |  |  |  |          | 
|Peggy S. May       |  |              | 35,000  |                  |  |                  | 6.0  | %          |  | $ | 5.07 |  |  |  | 11/15/11 | 
|                   |  |              |         |                  |  |                  |      |            |  |   |      |  |  |  |          | 
|Ira
Levine         |  |              | 0       |                  |  |                  | 0    |            |  |   | 0    |  |  |  | 0        | 
|                   |  |              |         |                  |  |                  |      |            |  |   |      |  |  |  |          | 

DIRECTORS FEES AND EMPLOYMENT AGREEMENTS

The Companys employees receive no extra pay for serving as directors. Each
non-employee director receives $1,500 per monthly meeting, which includes
personal attendance at one monthly board meeting. Each outside director
receives 15,000 options to acquire the Companys Common Stock at the then fair
market value on the later of the date the non-

6



---



##### Table of Contents



employee director is elected to the Board or the date the option is approved by
the Companys stockholders and the underlying shares of common stock are
registered. The Company provides directors and officers liability insurance
of $5,000,000 and also has agreed to indemnify each director to the fullest
extent of Delaware law.

Michael V. Shustek entered into an Employment Agreement with the Company in
December, 1999 to document his position as Chief Executive Officer of the
Company. Pursuant to the agreement, Mr. Shustek shall receive a minimum annual
salary of $720,000 and such additional salary as the Board of Directors deems
appropriate. Mr. Shustek shall also receive an automobile allowance in the
amount of $1,000 per month during the term of the agreement. The agreement
additionally provides that Mr. Shustek is to receive warrants to purchase up to
500,000 shares of the Companys Common Stock each year during the term of the
agreement. The agreement terminates on November 30, 2002, but will continue for
successive one year periods unless either the Company or Mr. Shustek provides
thirty days notice.

On November 3, 1998, Stephen J. Byrne entered into an Employment Agreement with
the Company to serve as its Chief Loan Officer for the operation of the
mortgage broker business in the State of Nevada. The terms of such employment
include an annual salary of $240,000 and performance bonuses as the Board of
Directors deems appropriate. The agreement is terminable by either the Company
or Mr. Byrne with thirty days notice.

Lance K. Bradford entered into an Employment Agreement with the Company on
April 1, 2000 to serve as Chief Financial Officer of the Company. Pursuant to
the agreement, Mr. Bradford shall receive an annual salary of $296,000 and
performance bonuses as the Board of Directors deems appropriate. Mr. Bradford
shall also receive an automobile allowance in the amount of $1,000 per month
during the term of the agreement. The agreement terminates March 31, 2003 but
will continue for successive one year periods unless either the Company or Mr.
Bradford provides thirty days notice.




ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of the Companys Common
Stock as of December 31, 2001 by all persons known by the Company to own more
than 5% of the Companys outstanding Common Stock, as well as by each director
and executive officer who owns shares of the Companys Common Stock and by all
directors and officers as a group. Unless otherwise indicated, the
stockholders listed possess sole voting and investment power with respect to
the shares shown.

|                                                                                                    |  |                    |           |              |  |               |      |  
|--------------------------------------------------------------------------------------------------- |  | ------------------ | --------- | ------------ |  | ------------- | ---- | -
|                                                                                                    |  |                    |           |              |  | Percentage of
|                                                                                                    |  |                    |           |              |  | Common Stock 
|                                                                                                    |  | Common Stock       |           | Beneficially
|Name                                                                                                |  | Beneficially Owned |           | Owned(1)    
|                                                                                                    |  |                    |           |             
|Michael V. Shustek, Chairman and Chief Executive Officer                                            |  |                    | 4,314,200 | (2)          |  |               | 53.6 | %
|2901 El Camino Avenue
Las Vegas, Nevada 89102                                                       |  |                    |           |              |  |               |      |  
|                                                                                                   
|Stephen J. Byrne, Chief Operations Officer, Director and Chief Executive
Officer of Vestin Mortgage |  |                    | 130,200   | (3)          |  |               | 1.6  | %
|2901 El Camino Avenue
Las Vegas, Nevada 89102                                                       |  |                    |           |              |  |               |      |  
|                                                                                                   
|Ira S. Levine, Executive Vice President of Legal and Corporate Affairs and
Corporate Secretary      |  |                    | 100,100   | (4)          |  |               | 1.3  | %
|2901 El Camino Avenue
Las Vegas, Nevada 89102                                                       |  |                    |           |              |  |               |      |  
|                                                                                                   
|Peggy S. May, President of Vestin Mortgage                                                          |  |                    | 53,200    | (5)          |  |               | *    |  
|2901 El Camino Avenue
Las Vegas, Nevada 89102                                                       |  |                    |           |              |  |               |      |  
|                                                                                                   
|Lance K. Bradford, President, Chief
Financial Officer, Treasurer and Director of Vestin Mortgage    |  |                    | 30,000    | (6)          |  |               | *    |  
|2901 El Camino Avenue
Las Vegas, Nevada 89102                                                       |  |                    |           |              |  |               |      |  

7



---



##### Table of Contents



|                                                             |  |                    |           |              |  |               |      |  
|------------------------------------------------------------ |  | ------------------ | --------- | ------------ |  | ------------- | ---- | -
|                                                             |  |                    |           |              |  | Percentage of
|                                                             |  |                    |           |              |  | Common Stock 
|                                                             |  | Common Stock       |           | Beneficially
|Name                                                         |  | Beneficially Owned |           | Owned(1)    
|                                                             |  |                    |           |             
|Stephen A. Schneider, Vice President                         |  |                    | 30,000    | (14)         |  |               | *    |  
|2901 El Camino Avenue
Las Vegas, Nevada 89102                |  |                    |           |              |  |               |      |  
|                                                            
|Michael J. Whiteaker, Vice President of Regulatory Affairs   |  |                    | 16,867    | (7)          |  |               | *    |  
|2901 El Camino Avenue
Las Vegas, Nevada 89102                |  |                    |           |              |  |               |      |  
|                                                            
|Robert J. Aalberts, Director                                 |  |                    | 6,700     | (8)          |  |               | *    |  
|2901 El Camino Avenue
Las Vegas, Nevada 89102                |  |                    |           |              |  |               |      |  
|                                                            
|John E. Dawson, Esq., Director                               |  |                    | 13,200    | (9)          |  |               | *    |  
|2901 El Camino Avenue
Las Vegas, Nevada 89102                |  |                    |           |              |  |               |      |  
|                                                            
|Robert L. Forbuss, Director                                  |  |                    | 5,000     | (10)         |  |               | *    |  
|2901 El Camino Avenue
Las Vegas, Nevada 89102                |  |                    |           |              |  |               |      |  
|                                                            
|Robert A. Groesbeck, Director                                |  |                    | 5,000     | (11)         |  |               | *    |  
|2901 El Camino Avenue
Las Vegas, Nevada 89102                |  |                    |           |              |  |               |      |  
|                                                            
|James C. Walsh, Director                                     |  |                    | 1,200,000 | (12)         |  |               | 15.0 | %
|2901 El Camino Avenue
Las Vegas, Nevada 89102                |  |                    |           |              |  |               |      |  
|                                                            
|Steven Ducharme, Director                                    |  |                    | 15,000    | (15)         |  |               | *    |  
|2901 El Camino Avenue
Las Vegas, Nevada 89102                |  |                    |           |              |  |               |      |  
|                                                            
|Jan Jones, Director                                          |  |                    | 15,000    | (16)         |  |               | *    |  
|2901 El Camino Avenue
Las Vegas, Nevada 89102                |  |                    |           |              |  |               |      |  
|                                                            
|All directors and executive officers as a group (13 persons) |  |                    | 5,934,467 | (13)         |  |               | 73.7 | %



---

|*   |  | Less than 1%                                                                                                                                          
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(1) |  | Based upon 6,189,270 shares outstanding on March 31, 2001.                                                                                            
|   
|   
|   
|   
|(2) |  | Includes warrants to purchase up to 1,000,000 shares of Common Stock.                                                                                 
|   
|   
|   
|   
|(3) |  | Includes options to purchase up to 100,000 shares of Common Stock.                                                                                    
|   
|   
|   
|   
|(4) |  | Includes options to purchase up to 75,000 shares of Common Stock.                                                                                     
|   
|   
|   
|   
|(5) |  | Includes options to purchase up to 10,000 shares of Common Stock.                                                                                     
|   
|   
|   
|   
|(6) |  | Mr. Bradfords share ownership decreased from 350,000 (fiscal 1999) to
30,000 (fiscal 2000) as a result of the divestiture of L.L. Bradford &
Company.
|   
|   
|   
|   
|(7) |  | Includes options to purchase up to 16,667 shares of Common Stock.                                                                                     
|   
|   
|   
|   
|(8) |  | Includes options to purchase up to 5,000 shares of Common Stock.                                                                                      

8



---



##### Table of Contents



|(9)  |  | Includes options to purchase up to 5,000 shares of Common Stock.                                                                                                   
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|    
|    
|    
|(10) |  | Includes options to purchase up to 5,000 shares of Common Stock.                                                                                                   
|    
|    
|    
|    
|(11) |  | Includes options to purchase up to 5,000 shares of Common Stock.                                                                                                   
|    
|    
|    
|    
|(12) |  | Includes warrants to purchase up to 1.2 million shares of Common Stock
granted to Planned Licensing, Inc. (PLI). Mr. Walsh has a majority
equity interest in PLI.
|    
|    
|    
|    
|(13) |  | Includes warrants and options to purchase up to 2,481,667 shares of
Common Stock.                                                                                  
|    
|    
|    
|    
|(14) |  | Includes options to purchase up to 30,000 shares of Common Stock.                                                                                                  
|    
|    
|    
|    
|(15) |  | Includes options to purchase up to 15,000 shares of Common Stock.                                                                                                  
|    
|    
|    
|    
|(16) |  | Includes options to purchase up to 15,000 shares of Common Stock.                                                                                                  




ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On April 27, 1999, the Company entered into a non-renewable transition
agreement (the Agreement) with Del Mar Mortgage, Inc., a company wholly owned
by the Companys Chief Executive Officer and majority stockholder. The
Agreement required the Company to pay Del Mar Mortgage, Inc. 25% of loan
origination fees earned from April 27, 1999 through October 26, 1999 and 12.5%
of such fees from October 27, 1999 through April 26, 2000. The Agreement also
required the Company to remit to Del Mar Mortgage, Inc. all future loan
servicing and extension fees recognized on loans placed by the Company prior to
April 27, 1999. The Agreement terminated on April 26, 2000. The Company
incurred $286,580 in fees related to the Agreement for the year ended December
31, 2000, which was recorded as part of general and administrative expenses in
the consolidated financial statements.

The Company has approximately $352,000 due from the majority stockholder and
Chief Executive Officer of the Company at December 31, 2001. These balances
bear no interest and are due on demand.

The Company has a note receivable totaling $250,964 due from an employee of the
Company dated April 19, 2000. The note is unsecured, matures on April 19, 2004
and bears interest at 10%. Interest only payments are made on a semi-annual
basis with the principal along with any accrued interest due as a lump sum on
the date of maturity.

The Company has approximately $222,000 due from Vestin Fund II, LLC included as
part of due from related parties of $486,613 at December 31, 2001. This balance
bears no interest and is due on demand.

The Company has an investment in Prepaid advisors.com, a financial services
start-up company, of $453,500 recorded at cost as of December 31, 2001. The
Chairman of the Board of Directors of this start-up company is the President
and Chief Financial Officer of the Company.

The Company has an investment in an internet credit reporting start-up company
of $150,000 recorded at cost as of December 31, 2001. The President of
Creditmart.com is a stockholder and former Director of the Company.

The Company has an investment in a mortgage loan to an entity that is 100%
owned by the Companys Chief Executive Officer (CEO). The note has a face value
of $669,310, bears interest at 13.5% and matures in January 2003. At December
31, 2001, this note was delinquent more than 90 days in regards to interest
payments. The Companys investment in this mortgage loan was $69,310 at
December 31, 2001, and the remaining portion of the loan amount totaling
$600,000 was funded by another entity owned 100% by the CEO of the Company. The
note is secured by a first deed of trust on the property and has a loan to
value ratio of 31.87%. Accordingly, management estimates that an allowance for
loan loss is not necessary for this loan.

During 2001, the Company borrowed $5,000,000 in the form of a promissory note
from an investor in Fund I and II, and trust deeds placed by the Company.
During November 2001, the Company converted the promissory note of $5,000,000
into Series A Convertible Preferred Stock as full satisfaction (see Note Q).

9



---



##### Table of Contents



In 2001, two shareholders of the Company proposed to resell to the Company
155,400 shares of the Companys common stock under the stock repurchase
program. Prior to being contacted by these shareholders, a consultant of the
Company expressed interest in acquiring the Companys stock. In order to
facilitate this transaction, the Company finalized the purchase of the shares
by the consultant by transferring its interests in certain trust deeds in the
amount of $940,710 to the selling stockholders and received a recourse
promissory note from the consultant for $940,710. In December 2001, the 155,400
shares were returned to the Company in satisfaction of the promissory note, and
the shares were retired. No gain or loss was recorded on this transaction.

During 2001, the Company paid approximately $54,200 for legal fees to a law
firm in which the Executive Vice President of Legal and Corporate Affairs of
the Company has an equity ownership.

During 2001, the Company paid $150,000 for outsourced financial reporting and
accounting services (i.e., SEC and financial reporting, taxation, and other
consulting matters) to an accounting firm majority owned by the President and
CFO of the Company.

10



---



##### Table of Contents



SIGNATURES

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



| | VESTIN GROUP, INC.
| | ------------------



| | /s/ Lance K. Bradford
Lance K. Bradford, Chief Financial Officer,
President and Treasurer
| | -----------------------------------------------------------------------------------------

Dated: April 30, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

|                                                                                   |  |                                                             |  |               
|---------------------------------------------------------------------------------- |  | ----------------------------------------------------------- |  | --------------
|Signatures                                                                         |  | Title                                                       |  | Date          
|                                                                                   |  |                                                             |  |               
|/s/ Lance K. BradfordLance K. Bradford
*Principal Accounting
and Financial Officer |  | Chief Financial Officer,
President, Treasurer and Director  |  | April 30, 2002
|                                                                                  
|/s/ Michael V. ShustekMichael V. Shustek
*Principal Executive
Officer              |  | Chairman of the Board,
Chief Executive Officer and
Director |  | April 30, 2002
|                                                                                  
|/s/ Stephen J. ByrneStephen J. Byrne
*Chief Operating Officer                      |  | Director                                                    |  | April 30, 2002
|                                                                                  
|/s/ Robert J. AalbertsRobert J. Aalberts                                           |  | Director                                                    |  | April 30, 2002
|                                                                                  
|/s/ John E. DawsonJohn E. Dawson                                                   |  | Director                                                    |  | April 30, 2002
|                                                                                  
|/s/ Robert A. GroesbeckRobert A. Groesbeck                                         |  | Director                                                    |  | April 30, 2002

11