##### Table of Contents



U.S. SECURITIES AND EXCHANGE COMMISSION  FORM 10-KSB/A AMENDMENT NO. 2
 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2003 o 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.  Delaware
    
    52-2102142(State or other jurisdiction of
incorporation of organization)
    
    (I.R.S. Employer
Identification No.)
 2901 El Camino Avenue, Suite 206, Las Vegas, Nevada 89102 
  (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 the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will
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.
o State issuers revenues for its most recent fiscal year. $23,080,565 As of March 1, 2004, there were 5,328,340 shares of the issuers common
stock, $.0001 par value, issued and outstanding. The aggregate market value
of the common stock held by non-affiliates on March 1, 2004 was
approximately $9.32 million.




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TABLE OF CONTENTS  PART IIIITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT.ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTITEM 13. EXHIBITS AND REPORTS ON FORM 8-KSIGNATURESEXHIBIT INDEXEmployment Agreement - Peggy ShustekTotally Restated Employment Agmt - Lance BradfordAmended Intercreditor AgreementOffice Lease AgreementOffice LeaseOffice Lease AgreementCertification of Michael V. Shustek Pursuant to Section 302Certification of Lance K. Bradford Pursuant to Section 302Certification Pursuant to U.S.C. 18 Section 1350    Table of Contents  DOCUMENTS INCORPORATED BY REFERENCE None. Transitional Small Business Disclosure Format (check one): Yes o No x




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EXPLANATORY NOTE This Amendment No. 2 on
Form 10-KSB/A amends and restates in its entirety Item 9
Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act, Item 11 Security
Ownership of Certain Beneficial Owners and Management and
Item 13 Exhibits and Reports on Form 8-K of the Annual Report on Form 10-KSB/A of Vestin Group, Inc. (the Company)
for the fiscal year ended December 31, 2003. Item 9 has
been amended and restated for the sole purpose of adding information
regarding the late filing of a Form 3 and Form 4. Item 11 has been amended and
restated for the purpose of adding information concerning an additional
beneficial owner in the table appearing following the caption Share
Ownership and amending the security ownership of
Michael J. Whiteaker. Item 13 has been amended and restated
for the purpose of adding an additional material agreement and
renumbering certain exhibits. Pursuant to the Securities and Exchange Act (Exchange Act) Rule 12b-15, the Companys principal
executive officer and principal financial officer are providing new
certifications required by Exchange Act Rule 13a-14 and 18 U.S.C. Section 1350. 2




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PART III 
 ITEM 9. DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT. The following sets forth certain information regarding the directors and
executive officers of Vestin Group as of March 15, 2004: Name
    
    Age
    
    TitleMichael V. Shustek
    
    
    45
    
    
    Chairman of the Board, Chief Executive Officer, President and DirectorLance K. Bradford
    
    
    37
    
    
    Treasurer, Chief Financial Officer and DirectorIra S. Levine
    
    
    43
    
    
    SecretaryMichael J. Whiteaker
    
    
    54
    
    
    Vice President of Regulatory AffairsPeggy
Shustek
    
    
    34
    
    
    Vice President of Vestin Mortgage, a subsidiary of Vestin GroupDaniel B. Stubbs
    
    
    42
    
    
    Senior Vice President, Underwriting of Vestin Mortgage, a subsidiary
of Vestin GroupRobert J. Aalberts
    
    
    53
    
    
    DirectorDavid Chavez
    
    
    39
    
    
    DirectorRoland M. Sansone
    
    
    49
    
    
    Director
 All the directors of Vestin Group hold office until the next annual meeting of
stockholders. The last annual meeting of Vestin Group stockholders was November
24, 2003. Michael Shustek can cause a change in the Board of Directors of
Vestin Group by virtue of his controlling ownership interest in Vestin Group.
The By-laws of Vestin Group provide for up to five directors and permit the
Board of Directors to fill any vacancy on the Board of Directors. Officers of
the company 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 Vestin Group since April 1999. Since
1991, Professor Aalberts has held the Ernst Lied Professor of Legal Studies
professorship at the University of Nevada, Las Vegas. From 1984 to 1991,
Professor 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. Professor 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. Professor Aalberts received his Juris
Doctor degree from Loyola University, in New Orleans, Louisiana,
received his Masters of Arts from the University of Missouri in
Columbia, Missouri and received a
Bachelor of Arts degree in Social Sciences, Geography from the Bemidji State
University in Bemidji, Minnesota. He is admitted to the State Bar of
Louisiana but is presently on inactive status. Lance K. Bradfordhas served as Chief Financial Officer, Treasurer and
Secretary and a director of Vestin Mortgage and Treasurer and a director of
Vestin Group since April 1999. In addition, Mr. Bradford was appointed as Chief
Financial Officer of Vestin Group in February 2004 and serves on the Companys
loan committee. Mr. Bradford also served as President of Vestin Group from
January 2001 until February 2004. Mr. Bradford previously held the office of
Chief Financial Officer of Vestin Group from 1999 to September 2002. Mr.
Bradford also acts as the functional equivalent of a Chief Financial Officer
for both Vestin Fund I and Vestin Fund II. Mr. Bradford was also the Corporate
Secretary of Vestin Group from 1999 to 2000. 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. David Chavezwas
elected as a director in November 2003. Mr. Chavez has served as the chief executive officer of Chavez & Koch, a
business consulting and certified public accounting firm since 1996. Prior to
1996, Mr. Chavez served in both the tax and audit practices of Arthur Andersen.
Mr. Chavez serves as the chairman of the Henderson Chamber of Commerces
Business Action Committee. Mr. Chavez received his Bachelor of Science in Business
Administration from the University of Nevada, Las Vegas with a concentration in
Accounting. Mr. Chavez is a certified public accountant. 3




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Ira S. Levinehas been the Corporate Secretary of Vestin Group since January
2001. Mr. Levine also served as the Executive Vice President of Legal and
Corporate Affairs from September 2000 to December 2003. Mr. Levine received
his Bachelor of Science 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 July 2003, Mr. Levine has been a partner of
Levine, Garfinkel & Katz, LLP. From 1997 to 2003, Mr. Levine was 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 Quartes &
Brady LLP, formerly known as 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 Long & Aldridge LLP formerly known as McKenna, Conner & Cuneo in Los
Angeles, California. Peggy Shustekhas been with Vestin Group since September 1995, and is currently
Vice President of Vestin Mortgage. Ms. Shustek was the President of Vestin
Mortgage from January 2001 to February 2004. From 1997 to 2000, Ms. Shustek was the
Senior Vice President of Vestin Mortgage. Ms. Shustek is responsible for all new
and existing clients, loan packages and manages investor relationships and
serves as the administrator of the corporate offices. Ms. Shustek has over ten
years of experience in title, escrow and private lending.
Ms. Shustek is the former wife of Mr. Shustek, the
Companys Chief Executive Officer, President and Chairman. Roland M. Sansonewas
elected as a director in November 2003. Mr. Sansone has served as President of Sansone Development, Inc. since
2002. Sansone Development, Inc. is a real estate development company. Mr.
Sansone has been self-employed as a manager and developer of real estate since
1980. Mr. Sansone is currently the president of several companies that develop,
own and manage commercial and residential property. Mr. Sansone attended Mt.
San Antonio College. Michael V. Shustekhas been a director of Vestin Mortgage, a subsidiary of
Vestin Group, and Chairman of the Board of Directors, Chief Executive Officer
and a director of Vestin Group since April 1999. In February 2004, Mr. Shustek
became the President of Vestin Group. Mr. Shustek also serves on the Companys
loan committee. In 2003, Mr. Shustek became the Chief Executive Officer of
Vestin Mortgage. 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. Mr. Shustek has co-authored
two books, entitled Trust Deed Investments, on the topic of private mortgage
lending, and If I Can Do It, So Can You. Mr. Shustek is a guest lecturer at
the University of Nevada, Las Vegas, where he also has taught 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. Mr. Shustek is
the former husband of Ms. Shustek, the Vice President of Vestin
Mortgage. Daniel B. Stubbshas been the Executive Vice President, Underwriting of Vestin
Mortgage since January 2000. Mr. Stubbs is responsible for analyzing the risks
of each loan as well as prescribing Title Insurance coverage for each
individual transaction. In addition, Mr. Stubbs serves on the loan committee
and acts as a liaison between Vestin Mortgage and the various banks that carry
its lines of credit. Mr. Stubbs has over 13 years experience in the Title
Insurance industry. Mr. Stubbs received his Bachelor of Arts in Communications
Studies from the University of Nevada, in Las Vegas, Nevada. Michael J. Whiteakerhas been Vice President of Regulatory Affairs of Vestin
Group since May 14, 1999 and is experienced in the banking and finance
regulatory fields, having most recently served with the State of Nevada,
Financial Institution Division 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. Audit Committee Vestin Group has established an Audit Committee currently comprised of
Robert Aalberts, David Chavez, and Roland Sansone. The Board of Directors
of the Company believes that Mr. Chavez is an audit committee financial
expert as defined in Item 401(e) of Regulation S-B and meets the
definition of independent director as defined in Rule 4200 of the
Marketplace Rules of the National Association of Securities Dealers, Inc. Director Compensation We pay our non-employee directors a retainer of $1,500 for each Board meeting
attended in person, $750 per Board meeting attended by telephone conference and
$500 for each committee meeting attended, whether in person or by telephone.
Non-employee directors are reimbursed for reasonable travel time and other
out-of-pocket expenses incurred in connection with attendance at meetings of
the Board of Directors and committees of the Board of Directors. Each outside
director typically receives 15,000 options to acquire the Companys common
stock at the then fair market value on the date the non-employee director is
elected to the Board. Employee directors do not receive any additional compensation for serving as
members of our Board of Directors or any committee of our Board of Directors.
Employee directors are eligible to participate in our compensation and benefit
plans that are generally available to our other employees, including the
receipt of stock options under our 2000 Stock Option Plan and 401(k) Plan. SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Companys executive officers
and directors, and persons who own more than 10% of a registered class of its equity securities, to file an initial report of securities
ownership on Form 3 and reports of changes in securities ownership on Form 4 or 5 with the Securities and Exchange
Commission. Such executive officers, directors and 10% stockholders are also required by SEC rules to furnish the Company
with copies of all Section 16(a) forms that they file. Based solely on the Companys review of the copies of such forms
received by the Company, or written representations from certain
reporting persons that no Forms 4 or 5 were required for
such persons, the Company believes that, for the 2003 fiscal year, the Companys executive officers and directors timely filed
all reports required under Section 16(a) for such fiscal year except
that Michael V. Shustek failed to file a Form 4 for
warrants granted in connection with his compensation and Daniel Stubbs failed to file a Form 3 to report his securities ownership as an executive officer of the Company. CODE OF ETHICS The Company has adopted a code of ethics that applies to the executive officers
and senior financial and accounting officers of the Company. The Companys
code of ethics has been filed as Exhibit 14.1 to the Companys
Form 10-KSB filed on March 30, 2004. If we make any
substantive amendments to the code of ethics or grant any waiver, including any
implicit waiver, from a provision of the code of ethics to our chief executive
officer, chief financial officer or chief accounting officer, we will disclose
the nature of such amendment or waiver on our website or in a Report
on Form 8-K or quarterly or annual report under the Securities and Exchange Act of
1934. 4




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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Share Ownership The following table indicates the beneficial ownership of Vestin Groups voting
securities by each person known by Vestin Group to be the beneficial owner of
more than 5% of such securities, as well as the securities of Vestin Group
beneficially owned by all officers and directors of Vestin Group as of April
15, 2004. Beneficial ownership is determined in accordance with the rules of
the Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of common stock subject to options and warrants held by that person that
are currently exercisable or that will become exercisable within 60 days of
April 15, 2004, are deemed outstanding even if they have not actually been
exercised. Those shares, however, are not deemed outstanding for purpose of
computing the percentage ownership of any other person. Unless otherwise
indicated, the stockholders listed possess sole voting and investment power
with respect to the shares shown. Percentage ofCommon Stock
    
    Common StockName
    
    Beneficially Owned
    
    Beneficially Owned(1)Michael V. Shustek, Chairman, Chief Executive Officer and President of
Vestin Group and Chief Executive Officer and President of Vestin Mortgage
2901 El Camino Avenue
Las Vegas, Nevada 89102
    
    
    5,164,199
    (2)
    
    
    70.5
    %Ira S. Levine, Corporate Secretary of Vestin Group
2901 El Camino Avenue
Las Vegas, Nevada 89102
    
    
    175,100
    (3)
    
    
    3.2
    %Peggy Shustek, Vice President of Vestin Mortgage
    
    
    110,984
    (4)
    
    
    1.8
    %2901 El Camino Avenue
Las Vegas, Nevada 89102Lance K. Bradford, Treasurer, Chief Financial Officer and Director of
Vestin Group and Chief Financial Officer, Treasurer, Secretary and
Director of Vestin Mortgage
    
    
    97,160
    (5)
    
    
    *2901 El Camino Avenue
Las Vegas, Nevada 89102Daniel Stubbs, Senior Vice President, Underwriting of Vestin Mortgage
    
    
    34,325
    (6)
    
    
    *2901 El Camino Avenue
Las Vegas, Nevada 89102Michael J. Whiteaker, Vice President of Regulatory Affairs of Vestin Group
    
    
    50,300
    (7)
    
    
    *2901 El Camino Avenue
Las Vegas, Nevada 89102
 5




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Percentage ofCommon Stock
    
    Common StockName
    
    Beneficially Owned
    
    Beneficially Owned(1)Robert J. Aalberts, Director of Vestin Group
    
    
    16,700
    (8)
    
    
    *2901 El Camino Avenue
Las Vegas, Nevada 8910David Chavez, Director of Vestin Group
    
    
    0
    
    
    
    *2901 El Camino Avenue
Las Vegas, Nevada 89102Roland M. Sansone, Director of Vestin Group
    
    
    0
    
    
    
    *2901 El Camino Avenue
Las Vegas, Nevada 89102Bernard Greenblatt Trust U/A/D 7/15/96, Bernard Greenblatt, Trustee
880 Buffwood Avenue
Las Vegas, Nevada 89123
    
    
    373,355
    (9)
    
    
    7.0
    %The Redd 1996 Trust, William Si Redd, Trustee
2340 Camero Avenue
Las Vegas, Nevada 89123
    
    
    834,704
    (10)(11)
    
    
    15.7
    %Planned Licensing, Inc.
300 East 51st Street
New York, New York 10022
    
    
    1,200,000
    (13)
    
    
    18.4
    %All directors and executive officers as a group (9 persons)(12)
    
    
    5,648,768
    
    
    
    73.3
    %
   *
    
    Less than 1%(1)
    
    Based upon 5,328,340 shares outstanding on April 15, 2004.(2)
    
    Includes warrants to purchase up to 2,000,000 shares of Common Stock within 60 days of April 15, 2004.(3)
    
    Includes options to purchase up to 150,000 shares of Common Stock exercisable within 60 days of April 15, 2004.(4)
    
    Includes options to purchase up to 66,109 shares of Common Stock exercisable within 60 days of April 15, 2004.(5)
    
    Includes warrants to purchase up to 66,660 shares of Common Stock exercisable within 60 days of April 15, 2004.(6)
    
    Includes options to purchase up to 31,665 shares of Common Stock exercisable within 60 days of April 15, 2004.(7)
    
    Includes options to purchase up to 50,000 shares of Common Stock exercisable within 60 days of April 15, 2004.(8)
    
    Includes options to purchase up to 15,000 shares of Common Stock exercisable within 60 days of April 15, 2004.(9)
    
    The primary beneficiaries of the Greenblatt Trust are three hospitals and Leona Ledbedder.(10)
    
    Includes warrants to purchase 12,336 shares of Common Stock of the Company held by Millennium 2001 Trust, which has common
beneficiaries as the Redd 1996 Trust. The Redd 1996 Trust and the Millennium 2001 Trust are hereinafter referred to
collectively as the Redd 1996 Trust. The beneficiary of the Redd 1996 Trust is Tammy Redd. 6




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(11)
    
    The holders of the Companys preferred stock are entitled to convert their preferred stock into common stock at a ratio of
$6.08 for one share of common stock. If all of the preferred stockholders were to convert into common stock, the Redd 1996
Trust would own approximately 12.3% of the total issued and outstanding shares and the Bernard Greenblatt Trust would own
approximately 5.5%. In addition, the beneficial ownership of the following stockholders would be reduced as follows:
Michael Shustek 58.7%, Ira Levine 2.5%, Peggy Shustek 1.6%, Lance Bradford 1.4%, and all directors and executive officers as
a group 61.5%.(12)
    
    Includes options and warrants to purchase up to 2,379,434 shares of Common Stock exercisable within 60 days of April 15, 2004.(13)
    
    Consists of warrants to purchase up to 1,200,000 shares of Common Stock exercisable within 60 days of April 15, 2004. EQUITY COMPENSATION PLAN INFORMATION The following table provides information as of December 31, 2003 with respect
to the shares of our common stock that may be issued under our existing equity
compensation plans. Number of SecuritiesRemaining Available forFuture Issuance UnderNumber of Securities to be
    
    
    
    
    
    Equity CompensationIssued Upon Exercise of
    
    Weighted-average Exercise
    
    PlansOutstanding Options,
    
    Price of Outstanding Options,
    
    (Excluding SecuritiesPlan Category
    
    Warrants and Rights
    
    Warrants and Rights
    
    Reflected in Column (a))(a)
    
    (b)
    
    (c)Equity Compensation
Plans Approved by
Stockholders (1)
    
    
    1,129,330
    
    
    $
    5.57
    
    
    
    370,670
    (2)Equity Compensation
Plans Not Approved
by Stockholders
    
    
    2,000,000
    (3)
    
    $
    4.53
    
    
    
    Total
    
    
    3,129,330
    
    
    
    
    
    
    
    370,670
    (2) Consists of shares available for future issuance under the 2000 Stock Option Plan. As of December 31, 2003, an
aggregate of 370,670 shares of our common stock were available for issuance under the 2000 Stock Option Plan. (3) Consists of 2,000,000 warrants of which 500,000 has been granted each year for the past four years to Mr.
Shustek pursuant to his employment agreement. 
 ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit
    
    
    
    Page Number/Number
    
    Description
    
    Filing Method2.1
    
    Agreement and Plan of Reorganization among the Company, Capsource, Inc.
and Stephen J. Byrne, dated as of April 9, 1999
    
    
    (1
    )2.2
    
    Asset Acquisition Agreement between the Company and Del Mar Holdings,
Inc., dated as of April 9, 1999
    
    
    (1
    )2.3
    
    Asset Acquisition Agreement between the Company and Del Mar Mortgage,
Inc., dated as of April 9, 1999
    
    
    (1
    )2.4
    
    Agreement and Plan of Reorganization among the Company, L. L. Bradford
& Company and the Shareholders of L. L. Bradford & Company, dated June
30, 2000
    
    
    (2
    )3.1
    
    Certificate of Incorporation
    
    
    (3
    )3.2
    
    By-laws
    
    
    (3
    )10.1
    
    Employment Agreement between Del Mar Mortgage, Inc. and Steve Byrne,
dated November 3, 1998
    
    
    (4
    )10.2
    
    Transition Agreement between Del Mar Mortgage, Inc. and Capsource,
Inc., dated April 27, 1999 and First Amendment thereto, dated April 27,
1999
    
    
    (4
    )10.3
    
    Employment Agreement between Del Mar Mortgage and Mike Whiteaker, dated
May 3, 1999
    
    
    (4
    )10.4
    
    The 2000 Stock Option Plan of Sunderland Corporation
    
    
    (4
    )10.5
    
    Employment Agreement between the Company and Michael V. Shustek, dated
December 1, 1999
    
    
    (4
    )10.6
    
    Employment Agreement by and between the Company and Peggy May (now
known as Peggy Shustek), dated September 1, 2001.10.7
    
    Totally Restated and Amended Employment Agreement by and between the
Company and Lance Bradford, dated as of January 1, 2003.10.8
    
    Third Amended and Restated Operating Agreement of Vestin Fund I, LLC
(formerly known as DM Mortgage Investors, LLC), dated as of November 2,
2000
    
    
    (5
    )10.9
    
    Certificate of Designations authorizing the issuance of Series A
Convertible Preferred Stock
    
    
    (6
    )10.10
    
    Operating Agreement of Vestin Fund II, LLC, dated as of December 7, 2001
    
    
    (7
    )10.11
    
    License Agreement by and between the Company and Planned Licensing,
Inc., dated as of January 2001
    
    
    (8
    )10.12
    
    Amended and Restated Intercreditor Agreement by and between Vestin
Mortgage, Inc., Vestin Fund I, LLC, Vestin Fund II, LLC and Owens
Financial Group, Inc., dated as of September 25, 200210.13
    
    Amended and Restated Operating Agreement of Vestin Fund III, LLC, dated
as of May 2, 2003
    
    
    (13
    )10.14
    
    Office Lease Agreement between the Company and The Wildwood Hills
Development, Corporation, dated January 5, 200110.15
    
    Employment Agreement by and between the Company and Daniel Stubbs,
dated January 1, 2003
    
    
    (11
    )10.16
    
    Office Lease by and between Luke Properties, LLC and the Company, dated
March 200410.17
    
    Separation Agreement and Release of All Claims by and between Steve
Byrne and the Company, dated as of October 14, 2003
    
    
    (11
    )10.18
    
    Amended and Restated Intercreditor Agreement by and among Vestin
Mortgage, Inc., Vestin Fund I, LLC, Vestin Fund II, LLC, Owens
Financial Group, Inc., and Owens Mortgage Investment Fund, dated
April 18, 2003
    
    
    (9
    )10.19
    
    Aircraft Usage Agreement by and between the Company and C5, LLC, dated
September 1, 2002
    
    
    (9
    )10.20
    
    Indemnity Agreement by and between the Company and Del Mar Mortgage,
Inc., dated April 15, 2003
    
    
    (10
    )10.21
    
    Guaranty by and among the Company, Michael V. Shustek, and Del Mar
Mortgage, Inc., dated April 15, 2003
    
    
    (10
    )10.22
    
    Office Lease Agreement by and between The Wildwood Hills Development,
Corporation and the Company, dated January 5, 2001
    
    
    (12
    )10.23
    
    Office Lease Agreement by and between 2901 El Camino, Las Vegas, NV, LLC and the
Company, dated August 1, 2002
    
    
    (12
    )10.24
    
    Office Lease Agreement by and between The Wildwood Hills Development,
Corporation and the Company, dated January 5, 2001
    
    
    (12
    )10.25
    
    Office Lease Agreement by and between 2901 El Camino, Las Vegas, NV,
LLC and the Company, dated August 1, 200214.1
    
    Code of Ethics
    
    
    (11
    )21.1
    
    List of Subsidiaries of the Company
    
    
    (11
    )31.1
    
    Section 302 Certification of Michael V. Shustek31.2
    
    Section 302 Certification of Lance K. Bradford32
    
    Certification Pursuant to U.S.C. 18 Section 1350
   (1)
    
    Previously filed on Form 8-K (File No. 000-24803) on May 4, 1999.(2)
    
    Previously filed on Form 8-K (File No. 000-24803) on April 14, 2000.(3)
    
    Previously filed on Form 10-SB/A (File No. 000-24803) on August 13,
1998.(4)
    
    Previously filed on Form 10-KSB (File No. 000-24803) on March 31,
2000.(5)
    
    Previously filed on Form 424B5 (File No. 333-32800) on November 15,
2000.(6)
    
    Previously filed on Form 8-K (File No. 000-24803) on December 7,
2001.(7)
    
    Previously filed on Form S-11 (File No. 793646) on December 21, 2000.(8)
    
    Previously filed on Form 8-K (File No. 000-24803) on January 25,
2001.(9)
    
    Previously filed by Form SB-2/A (File No. 333-104109) on June 4,
2003.(10)
    
    Previously filed on Form SB-2/A (File No. 333-104109) on October 15,
2003.(11)
    
    Previously filed on Form 10-KSB (File No. 000-24803) on March 30,
2004.(12)
    
    Previously filed on Form 10-KSB/A (File No. 000-24803) on April 14,
2004.(13)
    
    Previously filed on Form S-11/A (File No. 333-105017) on April 29,
2004. (b) Reports on Form 8-K. Current Reports on Form 8-K filed with the Commission on November 19, 2003 and
December 24, 2003, which report the following items: (i) Item 5  Other Events and Regulation FD Disclosure; (ii) Item 7  Financial Statements and Exhibits; (iii) Item 9  Regulation FD Disclosure; and (iv) Item 12  Results of Operations and Financial Condition, including
Consolidated Statements of Income (Unaudited) for the three and nine months
ended September 30, 2003 and 2002. 7




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##### Table of Contents



SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized. VESTIN GROUP, INC./s/ Lance K. BradfordLance K. Bradford, Chief Financial OfficerDated: August 4, 2004 8




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##### Table of Contents



EXHIBIT INDEX Exhibit
    
    
    
    Page Number/Number
    
    Description
    
    Filing Method2.1
    
    Agreement and Plan of Reorganization among the Company, Capsource, Inc.
and Stephen J. Byrne, dated as of April 9, 1999
    
    
    (1
    )2.2
    
    Asset Acquisition Agreement between the Company and Del Mar Holdings,
Inc., dated as of April 9, 1999
    
    
    (1
    )2.3
    
    Asset Acquisition Agreement between the Company and Del Mar Mortgage,
Inc., dated as of April 9, 1999
    
    
    (1
    )2.4
    
    Agreement and Plan of Reorganization among the Company, L. L. Bradford
& Company and the Shareholders of L. L. Bradford & Company, dated June
30, 2000
    
    
    (2
    )3.1
    
    Certificate of Incorporation
    
    
    (3
    )3.2
    
    By-laws
    
    
    (3
    )10.1
    
    Employment Agreement between Del Mar Mortgage, Inc. and Steve Byrne,
dated November 3, 1998
    
    
    (4
    )10.2
    
    Transition Agreement between Del Mar Mortgage, Inc. and Capsource,
Inc., dated April 27, 1999 and First Amendment thereto, dated April 27,
1999
    
    
    (4
    )10.3
    
    Employment Agreement between Del Mar Mortgage and Mike Whiteaker, dated
May 3, 1999
    
    
    (4
    )10.4
    
    The 2000 Stock Option Plan of Sunderland Corporation
    
    
    (4
    )10.5
    
    Employment Agreement between the Company and Michael V. Shustek, dated
December 1, 1999
    
    
    (4
    )10.6
    
    Employment Agreement by and between the Company and Peggy May (now
known as Peggy Shustek), dated September 1, 2001.10.7
    
    Totally Restated and Amended Employment Agreement by and between the
Company and Lance Bradford, dated as of January 1, 2003.10.8
    
    Third Amended and Restated Operating Agreement of Vestin Fund I, LLC
(formerly known as DM Mortgage Investors, LLC), dated as of November 2,
2000
    
    
    (5
    )10.9
    
    Certificate of Designations authorizing the issuance of Series A
Convertible Preferred Stock
    
    
    (6
    )10.10
    
    Operating Agreement of Vestin Fund II, LLC, dated as of December 7, 2001
    
    
    (7
    )10.11
    
    License Agreement by and between the Company and Planned Licensing,
Inc., dated as of January 2001
    
    
    (8
    )10.12
    
    Amended and Restated Intercreditor Agreement by and between Vestin
Mortgage, Inc., Vestin Fund I, LLC, Vestin Fund II, LLC and Owens
Financial Group, Inc., dated as of September 25, 200210.13
    
    Amended and Restated Operating Agreement of Vestin Fund III, LLC, dated
as of May 2, 2003
    
    
    (13
    )10.14
    
    Office Lease Agreement between the Company and The Wildwood Hills
Development, Corporation, dated January 5, 200110.15
    
    Employment Agreement by and between the Company and Daniel Stubbs,
dated January 1, 2003
    
    
    (11
    )10.16
    
    Office Lease by and between Luke Properties, LLC and the Company, dated
March 200410.17
    
    Separation Agreement and Release of All Claims by and between Steve
Byrne and the Company, dated as of October 14, 2003
    
    
    (11
    )10.18
    
    Amended and Restated Intercreditor Agreement by and among Vestin
Mortgage, Inc., Vestin Fund I, LLC, Vestin Fund II, LLC, Owens
Financial Group, Inc., and Owens Mortgage Investment Fund, dated
April 18, 2003
    
    
    (9
    )10.19
    
    Aircraft Usage Agreement by and between the Company and C5, LLC, dated
September 1, 2002
    
    
    (9
    )10.20
    
    Indemnity Agreement by and between the Company and Del Mar Mortgage,
Inc., dated April 15, 2003
    
    
    (10
    )10.21
    
    Guaranty by and among the Company, Michael V. Shustek, and Del Mar
Mortgage, Inc., dated April 15, 2003
    
    
    (10
    )10.22
    
    Office Lease Agreement by and between The Wildwood Hills Development,
Corporation and the Company, dated January 5, 2001
    
    
    (12
    )10.23
    
    Office Lease Agreement by and between 2901 El Camino, Las Vegas, NV, LLC and the
Company, dated August 1, 2002
    
    
    (12
    )10.24
    
    Office Lease Agreement by and between The Wildwood Hills Development,
Corporation and the Company, dated January 5, 2001
    
    
    (12
    )10.25
    
    Office Lease Agreement by and between 2901 El Camino, Las Vegas, NV,
LLC and the Company, dated August 1, 200214.1
    
    Code of Ethics
    
    
    (11
    )21.1
    
    List of Subsidiaries of the Company
    
    
    (11
    )31.1
    
    Section 302 Certification of Michael V. Shustek31.2
    
    Section 302 Certification of Lance K. Bradford32
    
    Certification Pursuant to U.S.C. 18 Section 1350
   (1)
    
    Previously filed on Form 8-K (File No. 000-24803) on May 4, 1999.(2)
    
    Previously filed on Form 8-K (File No. 000-24803) on April 14, 2000.(3)
    
    Previously filed on Form 10-SB/A (File No. 000-24803) on August 13,
1998.(4)
    
    Previously filed on Form 10-KSB (File No. 000-24803) on March 31,
2000.(5)
    
    Previously filed on Form 424B5 (File No. 333-32800) on November 15,
2000.(6)
    
    Previously filed on Form 8-K (File No. 000-24803) on December 7,
2001.(7)
    
    Previously filed on Form S-11 (File No. 793646) on December 21, 2000.(8)
    
    Previously filed on Form 8-K (File No. 000-24803) on January 25,
2001.(9)
    
    Previously filed by Form SB-2/A (File No. 333-104109) on June 4,
2003.(10)
    
    Previously filed on Form SB-2/A (File No. 333-104109) on October 15,
2003.(11)
    
    Previously filed on Form 10-KSB (File No. 000-24803) on March 30,
2004.(12)
    
    Previously filed on Form 10-KSB/A (File No. 000-24803) on April 14,
2004.(13)
    
    Previously filed on Form S-11/A (File No. 333-105017) on April 29,
2004.