##### Table of Contents



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

FORM 10-KSB/A
Amendment No. 2 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 f 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 5,501,048 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 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                                                                
|SIGNATURES



---



##### Table of Contents



The registrant previously filed an amendment on April 30, 2002 to amend 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. The registrant hereby further amends Items 9 through 12 of Part III of
its 2001 Annual Report on Form 10-KSB to reflect certain minor changes and
corrections.




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. 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

2



---



##### Table of Contents



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.

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. Mr.
DuCharme served as a member of the Nevada Gaming Control Board (the 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 Board in January 2001, he concluded more than 30 years of
public service in Nevada. Mr. DuCharme 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 (the LVMPD). During 20
years with the 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 the LVMPD to accept the Governors appointment to the
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.

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

3



---



##### Table of Contents



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.

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 assisted
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 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.

4



---



##### Table of Contents



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 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.

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 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.

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 S. 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 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 |         | Awards                        |  | Payouts                      
|                                                                                                   |  |      |      |            |  |                     |         |                               |  |                              
|Name and Principal Position                                                                        |  | Year |      | Salary
($) |  | Bonus
($)           |         | Other
Annual
Compensation
($) |  | Restricted
Stock
Award(s)
($) |        | Securities
Underlying
Options/SARs
(#) |  | LTIP
Payouts
($) |   | All Other
Compensation
($)
|                                                                                                   |  |      |      |            |  |                     |         |                               |  |                               |        |                                        |  |                  |   |                           
|Michael V. Shustek
Chief Executive Officer of the Company                                          |  |      | 2001 |            |  |                     | 852,000 |                               |  |                               | 20,529 |                                        |  |                  | 0 |                            |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|Stephen J. Byrne
Chief Executive Officer of Vestin Mortgage                                        |  |      | 2001 |            |  |                     | 332,908 |                               |  |                               | 22,406 |                                        |  |                  | 0 |                            |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|Lance K. Bradford
President of the Company                                                         |  |      | 2001 |            |  |                     | 296,500 |                               |  |                               | 2,597  |                                        |  |                  | 0 |                            |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|Peggy S. May
President of Vestin Mortgage                                                          |  |      | 2001 |            |  |                     | 132,667 |                               |  |                               | 29,000 |                                        |  |                  | 0 |                            |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|Ira S. Levine
Executive Vice President of Legal and
Corporate Affairs and Secretary of the Company |  |      | 2001 |            |  |                     | 262,500 |                               |  |                               | 0      |                                        |  |                  | 0 |                            |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 

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. Mr. Levine received 25,000 shares of the Companys Common Stock
pursuant to his original arrangement with the Company.

OPTION AND WARRANT GRANTS

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

Option & Warrant/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 S. Levine      |  |              | 0       |                  |  |                  | 0    |            |  |   | 0    |  |  |  | 0        | 
|                   |  |              |         |                  |  |                  |      |            |  |   |      |  |  |  |          | 

6



---



##### Table of Contents



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 (except for James C. Walsh)
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-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 of the
Company
    2901 El Camino Avenue
    Las Vegas, Nevada 89102                                               |  |                    | 4,314,200(2) |              |  |               | 66.4 | %
|Stephen J. Byrne, Chief Operations Officer and Director of
the Company
and Chief Executive Officer of Vestin Mortgage
    2901 El Camino Avenue
    Las Vegas, Nevada 89102 |  |                    | 130,200(3)   |              |  |               | 2.3  | %
|Ira S. Levine, Executive Vice President of Legal and Corporate
Affairs and Corporate Secretary of the Company
    2901 El Camino Avenue
    Las Vegas, Nevada 89102         |  |                    | 175,100(4)   |              |  |               | 3.1  | %
|Peggy S. May, President of Vestin Mortgage
    2901 El Camino Avenue
    Las Vegas, Nevada 89102                                                                            |  |                    | 88,200(5)    |              |  |               | 1.6  | %

7



---



##### Table of Contents



|                                                                                                                                                                                   |  |                    |               |              |  |               |      |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ------------- | ------------ |  | ------------- | ---- | -
|                                                                                                                                                                                   |  |                    |               |              |  | Percentage of
|                                                                                                                                                                                   |  |                    |               |              |  | Common Stock 
|                                                                                                                                                                                   |  | Common Stock       |               | Beneficially
|Name                                                                                                                                                                               |  | Beneficially Owned |               | Owned(1)    
|                                                                                                                                                                                   |  |                    |               |             
|Lance K. Bradford, Director, President, Chief Financial Officer and
Treasurer of the Company and Director of Vestin Mortgage
    2901 El Camino Avenue
    Las Vegas, Nevada 89102 |  |                    | 30,000(6)     |              |  |               | *    |  
|Stephen A. Schneider, Vice President of Vestin Mortgage
    2901 El Camino Avenue
    Las Vegas, Nevada 89102                                                                      |  |                    | 30,000(7)     |              |  |               | *    |  
|Michael J. Whiteaker, Vice President of Regulatory Affairs of
the Company
    2901 El Camino Avenue
    Las Vegas, Nevada 89102                                                    |  |                    | 33,534(8)     |              |  |               | *    |  
|Robert J. Aalberts, Director of the Company
    2901 El Camino Avenue
    Las Vegas, Nevada 89102                                                                                  |  |                    | 11,700(9)     |              |  |               | *    |  
|John E. Dawson, Esq., Director of the Company
    2901 El Camino Avenue
    Las Vegas, Nevada 89102                                                                                |  |                    | 20,050(10)    | (11)         |  |               | *    |  
|Robert L. Forbuss, Director of the Company
    2901 El Camino Avenue
    Las Vegas, Nevada 89102                                                                                   |  |                    | 10,000(12)    |              |  |               | *    |  
|Robert A. Groesbeck, Director of the Company
    2901 El Camino Avenue
    Las Vegas, Nevada 89102                                                                                 |  |                    | 10,000(13)    |              |  |               | *    |  
|James C. Walsh, Director of the Company
    2901 El Camino Avenue
    Las Vegas, Nevada 89102                                                                                      |  |                    | 1,200,000(14) |              |  |               | 17.9 | %
|Steven Ducharme, Director of the Company
    2901 El Camino Avenue
    Las Vegas, Nevada 89102                                                                                     |  |                    | 5,000(15)     |              |  |               | *    |  
|Jan Jones, Director of the Company
    2901 El Camino Avenue
    Las Vegas, Nevada 89102                                                                                           |  |                    | 5,000(16)     |              |  |               | *    |  
|All directors and executive
officers as a group (14 persons)                                                                                                                       |  |                    | 6,069,984(17) |              |  |               | 74.9 | %



---

|*   |  | Less than 1%                                                         
|--- |  | ---------------------------------------------------------------------
|   
|   
|   
|   
|(1) |  | Based upon 5,501,048 shares outstanding on March 15, 2002.           
|   
|   
|   
|   
|(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 150,000 shares of Common Stock.   
|   
|   
|   
|   
|(5) |  | Includes options to purchase up to 45,000 shares of Common Stock.    

8



---



##### Table of Contents



|(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 30,000 shares of Common Stock.                                                                                                  
|    
|    
|    
|    
|(8)  |  | Includes options to purchase up to 33,334 shares of Common Stock.                                                                                                  
|    
|    
|    
|    
|(9)  |  | Includes options to purchase up to 10,000 shares of Common Stock.                                                                                                  
|    
|    
|    
|    
|(10) |  | Includes options to purchase up to 10,000 shares of Common Stock.                                                                                                  
|    
|    
|    
|    
|(11) |  | Includes 1,850 shares of
Common Stock owned by a family partnership indirectly controlled by
Mr. Dawson.                                                           
|    
|    
|    
|    
|(12) |  | Includes options to purchase up to 10,000 shares of Common Stock.                                                                                                  
|    
|    
|    
|    
|(13) |  | Includes options to purchase up to 10,000 shares of Common Stock.                                                                                                  
|    
|    
|    
|    
|(14) |  | 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.
|    
|    
|    
|    
|(15) |  | Includes options to purchase up to 5,000 shares of Common Stock.                                                                                                   
|    
|    
|    
|    
|(16) |  | Includes options to purchase up to 5,000 shares of Common Stock.                                                                                                   
|    
|    
|    
|    
|(17) |  | Includes warrants and options to purchase up to 2,608,334 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.

9



---



##### Table of Contents



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.

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: June 18, 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. Bradford

Lance K. Bradford
*Principal Accounting
and Financial Officer |  | Chief Financial Officer,
President, Treasurer and Director  |  | June 18, 2002
|                                                                                      
|/s/   Michael V. Shustek

Michael V. Shustek
*Principal Executive
Officer              |  | Chairman of the Board,
Chief Executive Officer and
Director |  | June 18, 2002
|                                                                                      
|/s/   Stephen J. Byrne

Stephen J. Byrne
*Chief Operating Officer                      |  | Director                                                    |  | June 18, 2002
|                                                                                      
|/s/   Robert J. Aalberts

Robert J. Aalberts                                           |  | Director                                                    |  | June 18, 2002
|                                                                                      
|/s/   John E. Dawson

John E. Dawson                                                   |  | Director                                                    |  | June 18, 2002
|                                                                                      
|/s/   Robert A. Groesbeck

Robert A. Groesbeck                                         |  | Director                                                    |  | June
18, 2002

11