<PAGE>   1

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

                                 FORM 10-KSB/A

(Mark One)

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

                   For the fiscal year ended December 31, 2000

[ ]  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)

<TABLE>
<S>                                                  <C>
              Delaware                                      522102142
         -------------------------------                 --------------
         (State or other jurisdiction of                (I.R.S. Employer
         incorporation of organization)                Identification No.)
</TABLE>

            2901 El Camino Avenue, Suite 206, Las Vegas, Nevada 89102
           ----------------------------------------------------------
                    (Address of principal executive offices)

                                 (702) 227-0965
              ---------------------------------------------------
                           (Issuer's telephone number)

       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____

        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. [ ]

        State issuer's revenues for its most recent fiscal year. $15,352,667

        As of March 14, 2001, there were 6,189,270 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 14, 2001 was approximately
$12,032,812.

                       DOCUMENTS INCORPORATED BY REFERENCE

        None

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


<PAGE>   2
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

        Not applicable.

PART III

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

The directors and officers of the Company are as follows:

<TABLE>
<CAPTION>

NAME                           AGE                       TITLE
----                           ---                       -----
<S>                            <C>     <C>
Michael V. Shustek .........   42      Chairman of the Board, Chief Executive Officer and
                                       Director
Lance K. Bradford...........   34      President, Chief Financial Officer, Treasurer and
                                       Director
Ira S. Levine ..............   40      Executive Vice President of Legal and Corporate
                                       Affairs and Secretary
Stephen J. Byrne ...........   44      Chief Operations Officer and Director
Michael J. Whiteaker .......   51      Vice President of Regulatory Affairs
Robert J. Aalberts .........   50      Director
John E. Dawson .............   43      Director
Robert L. Forbuss ..........   52      Director
Robert A. Groesbeck ........   40      Director
James C. Walsh .............   60      Director
</TABLE>


The directors of the Company hold office until the next annual meeting of
shareholders or period of one year. The last annual meeting of the Company's
stockholders was June 23, 2000.

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

Michael V. Shustek has 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 Inc. ("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
founded 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, 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


                                       2
<PAGE>   3




loans. Vestin Mortgage and the Company, 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.

Stephen J. Byrne has 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 1999-2000, 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 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.

Ira S. Levine has been the Executive Vice President of Legal and Corporate
Affairs 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 time, he was a shareholder in the law
firm of Levine, McBride & Garfinkel, LLP. From 1995 to 1997, Mr. Levine
practiced law with Streich Lang, LLP. Prior to 1995, 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. May, age 32, has been with the Company since September 1995, and has
been the President of Vestin Mortgage since January 2001. From 1997 to 2000, Ms.
May served as the Senior Vice President of Vestin Mortgage. She is responsible
for all new and existing clients and loan packages, 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.

Lance K. Bradford has served as 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.



                                       3
<PAGE>   4




Stephen A. Schneider, age 54, has 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 J. Whiteaker has been Vice President of Regulatory Affairs since May 14,
1999 and is experienced in the banking and finance regulatory fields, having
most recently served with the 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.

Paul R. Connaghan, age 40, has been the general counsel of Vestin Mortgage since
May 1999. Mr. Connaghan handles collections, litigation, due diligence,
transactional and underwriting matters as well as general company management.
From 1998 to 1999, Mr. Connaghan worked as in-house counsel for Allstate
Insurance. In 1992, Mr. Connaghan started his own law practice, focusing on real
estate law. Prior to that, Mr. Connaghan worked in the law firm of Beckley,
Singleton, DeLanoy, Jemison & List. Mr. Connaghan began his legal career at
Wright, Stewart & Judd in Las Vegas, Nevada. Mr. Connaghan graduated cum laude
from Boston College in 1983 and received his Juris Doctor from the University of
Wyoming College of Law in 1987. Mr. Connaghan is licensed to practice law in
both Nevada and Colorado.

Robert J. Aalberts has 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 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.

John E. Dawson has 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



                                       4
<PAGE>   5




(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.

Robert L. Forbuss has 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. Groesbeck has 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.

James C. Walsh has 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.



                                       5
<PAGE>   6



SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCES

     Section 16(a) of the Exchange Act requires the Company's directors,
officers and persons beneficially owning 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
stockholders are also required to furnish the Company with copies of all
Section 16(a) forms they file.

     Based solely on its review of such forms received by it, or written
representations from certain reporting persons, the Company believes that all
Section 16(a) filing requirements applicable to its officers, directors and 10%
stockholders were complied with during the fiscal year ended December 31, 2000,
except that Ira S. Levine failed to file a Form 3 within the required timeframe
and none of the officers or directors have disclosed their receipt on October
31, 2000 of options to purchase the Company's Common Stock. Mr. Levine has not
purchased or sold any of his shares of the Company's Common Stock since becoming
an executive officer and none of the optionees has purchased or sold any of
their shares since the date of their option grants.



                                       6
<PAGE>   7
ITEM 10. EXECUTIVE COMPENSATION

The following Summary Compensation Table sets forth the compensation paid or
awarded for the fiscal year ended December 31, 2000 to the Company and Vestin
Mortgage's Chief Executive Officers and the next most highly compensated
executive officers whose compensation for the fiscal year ended December 31,
2000 exceeded $100,000. No other executive officer received compensation in
excess of $100,000 for fiscal year ended December 31, 2000 from either the
Company or Vestin Mortgage.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                                                    LONG TERM
                                                                                                  COMPENSATION
                                                            ANNUAL                            ----------------------
                                                         COMPENSATION                               ALL OTHER
                                         ---------------------------------------------        ----------------------
NAME AND POSITION                        YEAR     SALARY($)     BONUS($)         OTHER        AWARDS    COMPENSATION
-----------------                        ----     ---------     --------         -----        ------    ------------
<S>                                      <C>      <C>           <C>              <C>          <C>       <C>
Michael V. Shustek ................      2000      844,500       40,000            0            0            0
 Chief Executive Officer of
  the Company
Stephen J. Byrne ..................      2000      223,535      142,081            0            0            0
 Chief Executive Officer of
  Vestin Mortgage
Lance K. Bradford .................      2000      228,994            0            0            0            0
 President of the Company
Peggy S. May ......................      2000      118,800       13,500            0            0            0
 President of Vestin Mortgage
</TABLE>

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 $360,000 of
his total compensation for services rendered to Vestin Mortgage, and Mr. Byrne
received $286,515 of his total compensation for services rendered to Vestin
Mortgage. Ms. May provided services to and received her compensation directly
from Vestin Mortgage.

The following Option/SAR Grants Table sets forth the individual grants of stock
options made in fiscal 2000 to the Company and Vestin Mortgage's Chief Executive
Officers and the next most highly compensated executive officers named in the
Summary Compensation Chart above.

                    Option/SAR Grants in the Last Fiscal Year
                               (Individual Grants)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
                          NUMBER OF      PERCENT OF TOTAL
                         SECURITIES        OPTIONS/SARS
                         UNDERLYING         GRANTED TO
                        OPTIONS/SARS       EMPLOYEES IN     EXERCISE OR BASE      EXPIRATION
        NAME             GRANTED (#)       FISCAL 2000        PRICE ($/SH)           DATE
-------------------------------------------------------------------------------------------------
<S>                     <C>              <C>                <C>                   <C>
Michael V. Shustek         500,000            51.9%                $4              10/31/10
-------------------------------------------------------------------------------------------------
Stephen J. Byrne           100,000            10.4%                $4              10/31/10
-------------------------------------------------------------------------------------------------
Lance K. Bradford             0                  0                  0                  0
-------------------------------------------------------------------------------------------------
Peggy S. May               10,000              1.0%                $4              10/31/10
-------------------------------------------------------------------------------------------------
</TABLE>



                                       7
<PAGE>   8
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
options to acquire up to 15,000 shares of 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 and a living 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 a minimum of
200,000 shares pursuant to the Company's 2000 Stock Option Plan and warrants to
purchase 50,000 shares of the Company's Common Stock. 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
Del Mar Mortgage 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 $60,000 and such additional salary as the Board of
Directors deems appropriate. The agreement also provides for a
commission/incentive plan whereby Mr. Byrne shall receive monthly payments of
three eighths of one percent (0.375%) in the event the monthly Nevada loan
volume equals or exceeds $3,000,000. The agreement is terminable by either
Vestin Group (formerly known as Del Mar Mortgage) 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 such
additional salary as the Board of Directors deems appropriate. Mr. Bradford
shall also receive an automobile and a living 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.



                                       8
<PAGE>   9


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table indicates the beneficial ownership of the Company's voting
securities by each person known by the Company to be the beneficial owner of
more than 5% of such securities, as well as the securities of the Company
beneficially owned by all officers and directors of the Company as of March 31,
2001. Unless otherwise indicated, the stockholders listed possess sole voting
and investment power with respect to the shares shown.


<TABLE>
<CAPTION>

                                                                                                                PERCENT OF
                                                                                                               COMMON STOCK
                                                                               COMMON STOCK                    BENEFICIALLY
         NAME                                                                BENEFICIALLY OWNED                  OWNED(1)
         ----                                                                ------------------                  --------
         <S>                                                                 <C>                               <C>
         Michael V. Shustek, Chairman and Chief Executive
         Officer and Director                                                    3,770,000(2)                       56.4%
         2901 El Camino Avenue, Suite 206
         Las Vegas, Nevada 89102

         Stephen J. Byrne, Chief Operations Officer and
         Director; Chief Executive Officer of Vestin Mortgage                      130,200(3)                        2.0%
         2901 El Camino Avenue, Suite 206
         Las Vegas, Nevada 89102

         Ira S. Levine, Executive Vice President of Legal and                       75,100(4)                        1.2%
         Corporate Affairs and Corporate Secretary
         2901 El Camino Avenue, Suite 206
         Las Vegas, Nevada 89102

         Peggy S. May, President of Vestin Mortgage                                 50,200(5)                          *
         2901 El Camino Avenue, Suite 206
         Las Vegas, Nevada 89102

         Lance K. Bradford, President, Chief Financial                              30,000(6)                          *
         Officer, Treasurer and
         Director
         2901 El Camino Avenue, Suite 206
         Las Vegas, Nevada 89102

         Stephen A. Schneider, Vice President of Vestin Mortgage                        --                             *
         2901 El Camino Avenue, Suite 206
         Las Vegas, Nevada 89102

         Michael J. Whiteaker, Vice President of Regulatory                         16,867(7)                          *
         Affairs
         2901 El Camino Avenue, Suite 206
         Las Vegas, Nevada 89102

         Robert J. Aalberts, Director                                                6,000(8)                          *
         2901 El Camino Avenue, Suite 206
         Las Vegas, Nevada 89102

         Robert W. Fine                                                            400,000                           6.5%
         28880 Trenton Court
</TABLE>



                                       9
<PAGE>   10
<TABLE>
<CAPTION>

                                                                                                                PERCENT OF
                                                                                                               COMMON STOCK
                                                                               COMMON STOCK                    BENEFICIALLY
         NAME                                                                BENEFICIALLY OWNED                  OWNED(1)
         ----                                                                ------------------                  --------
         <S>                                                                 <C>                               <C>
         Bonita Springs, Florida 34134

         John E. Dawson, Esq., Director                                             13,200(9)                          *
         2901 El Camino Avenue, Suite 206
         Las Vegas, Nevada 89102

         Robert L. Forbuss, Director                                                 5,000(10)                         *
         2901 El Camino Avenue, Suite 206
         Las Vegas, Nevada 89102

         Robert A. Groesbeck, Director                                               5,000(11)                         *
         2901 El Camino Avenue, Suite 206
         Las Vegas, Nevada 89102

         James C. Walsh, Director                                                1,200,000(12)                      16.2%
         2901 El Camino Avenue, Suite 206
         Las Vegas, Nevada 89102

         All directors and executive officers as a group (12 persons)            5,301,567(13)                      65.3%
</TABLE>



* Less than 1%

(1)  Based upon 6,189,270 shares outstanding on March 31, 2001.

(2)  Includes warrants to purchase up to 500,000 shares of Common Stock.

(3)  Includes options to purchase up to 100,000 shares of Common Stock.

(4)  Includes options to purchase up 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.

(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 1,921,667 shares of Common
     Stock.



                                       10
<PAGE>   11


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, a company wholly owned by Mr. Shustek.
The Agreement required the Company to pay Del Mar Mortgage 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 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
and $2,597,641 in fees related to the Agreement for the years ended December 31,
2000 and 1999.

The Company has entered into loan agreements with Mr. Shustek and affiliated
companies. As of December 31, 2000, the Company was due $331,862 from Mr.
Shustek and $13,243 from his affiliates. These balances bear no interest and are
due on demand.

Kevin Bradford, an employee of the Company, issued the Company a promissory note
for $250,964 on April 19, 2000. The note is unsecured, matures on April 19, 2004
and bears interest at the rate of 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.

On December 31, 2000, the Company owed $196,614 to Del Mar Mortgage Investors,
LLC in placement fees. This balance bears no interest and is due on demand.

In February 2000, the Company acquired L.L. Bradford & Company ("LLB"), an
entity majority owned by Mr. Bradford. In December 2000, the Company divested
itself of LLB. Pursuant to this divestiture, the Company was due $2,290 from LLB
and owed LLB $40,224, as of December 31, 2000. The Company also paid $150,000 in
fees for accounting services performed by LLB for each of the two fiscal years
ending December 31, 2000 and 1999.

The Company is the manager of DM, a company primarily engaged in the business of
mortgage lending. The Company's investment in DM is approximately $1,030,000 and
is less than 5% of DM's equity. Under the management agreement, the Company is
entitled to receive a management fee of up to 0.25% of the aggregate capital
contributions, paid monthly in arrears and up to 3.0% of the selling proceeds
for reselling properties foreclosed upon. During the year ended December 31,
2000, the Company received approximately $25,000 in management fees. The Company
will also receive from the borrowers of DM in the form of loan evaluation and
processing fees, loan placement fees, servicing fees and extension fees. Total
fees received by the Company from the borrowers were approximately $4,700,000
for the year ended December 31, 2000.

The Company has an investment in Creditmart.com of $150,000. The President of
Creditmart.com is a stockholder and former Director of the Company. The Company
also guarantees a sub-lease of office space for Creditmart.com. The President of
Creditmart.com has pledged the Company 50,000 shares of his common stock in the
Company as collateral for the guarantee. The sub-lease agreement calls for
monthly payments of approximately $14,400 and continues until June 2002.

The Company's Executive Vice President of Legal and Corporate Affairs and
Corporate Secretary, Ira Levine, is a partner in the law firm of Berkley,
Gordon, Levine, Goldstein &



                                       11
<PAGE>   12


Garfinkel, LLP. For fiscal 2000, the Company paid Berkley, Gordon, Levine,
Goldstein & Garfinkel, LLP approximately $97,000 for legal services rendered to
the Company.

The President, Chief Financial Officer and Treasurer of the Company, Lance
Bradford, is a majority owner of L.L. Bradford & Company. In fiscal 2000, the
Company paid L.L. Bradford & Company about $150,000 for accounting services
rendered to the Company.



                                       12
<PAGE>   13


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits. The exhibits as indexed below are included as part of this annual
report on Form 10-KSB.

(b) Reports on Form 8-K.

        There was one current report on Form 8-K during the fiscal quarter
ending December 31, 2000. Such current report merely amended the Company's Form
8-K dated April 14, 2000 by including financial statements audited of L.L.
Bradford.



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<PAGE>   14

                                   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. Bradford
                                 ----------------------------------------------
                                     Lance K. Bradford, President and Treasurer

Dated:  April 30, 2001



                                       14
<PAGE>   15

                                  EXHIBIT INDEX

The following documents are incorporated herein by reference:

<TABLE>
<CAPTION>
                                                                            PAGE NUMBER
EXHIBIT                                                                      AND FILING
NUMBER       DESCRIPTION                                                       METHOD
------       -----------                                                       ------
<S>          <C>                                                            <C>
2.1          Agreement and Plan of Reorganization among the Company,              *
             Capsource, Inc. and Stephen J. Byrne, dated as of April 9,
             1999

2.2          Asset Acquisition Agreement between the Company and Del Mar          *
             Holdings, Inc., dated as of April 9, 1999

2.3          Asset Acquisition Agreement between the Company and Del Mar          *
             Mortgage, Inc., dated as of April 9, 1999

2.4          Agreement and Plan of Reorganization among the Company,             **
             L. L. Bradford & Company and the shareholders of L. L.
             Bradford & Company, dated March 31, 2000

3.1          Certificate of Incorporation                                        ***

3.2          By-laws                                                             ***

10.1         Employment Agreement between Del Mar Mortgage, Inc. and            ****
             Steve Byrne, dated November 3, 1998

10.2         Transition Agreement between Del Mar Mortgage, Inc. and            ****
             Capsource, Inc., dated April 27, 1999, and First Amendment
             to said Transition Agreement, dated April 27, 1999

10.3         Employment Agreement between Del Mar Mortgage, Inc. and            ****
             Mike Whiteaker, dated May 3, 1999

10.4         The 2000 Stock Option Plan of Sunderland Corporation               ****

10.5         Employment Agreement between the Company and Michael               ****
             Shustek, dated December 1, 1999
</TABLE>



                                       15
<PAGE>   16

<TABLE>
<CAPTION>
                                                                            PAGE NUMBER
EXHIBIT                                                                      AND FILING
NUMBER       DESCRIPTION                                                       METHOD
------       -----------                                                       ------
<S>          <C>                                                            <C>
10.6         Employment Agreement between the Company and Ira S. Levine,       *******
             dated September 1, 2000

10.7         Third Amended and Restated Operating Agreement of DM              *****
             Mortgage Investors, LLC ("DM") among DM, Vestin Mortgage,
             Inc. and other members of DM, dated as of November 2, 2000

10.8         Employment Agreement between the Company and Lance K. Bradford,   filed herewith
             dated April 1, 2000                                               as Exhibit 10.8

16.1         Letter on Changes in Company's Certifying Accountant              ******

21.1         List of Subsidiaries                                              *******

24.1         Power of Attorney                                                 *******
</TABLE>

-----------------

*          Previously filed by the Company on Form 8-K, filed with the
           Commission on May 4, 1999, File No. 000-24803

**         Previously filed by the Company on Form 8-K, filed with the
           Commission on April 14, 2000, File No. 000-24803

***        Previously filed by the Company on its registration statement on Form
           10-SBA, filed with the Commission on August 13, 1998, File No.
           000-24803

****       Previously filed by the Company on its annual report for the fiscal
           year 1999 on Form 10-K, filed with the Commission on March 31, 2000,
           File No. 000-24803

*****      Previously filed by DM on DM's prospectus on Form 424B5, filed with
           the Commission on November 15, 2000, File No. 333-32800

******     Previously filed by the Company on Form 8-K, filed with the
           Commission on December 17, 1999, File No. 000-24803

*******    Previously filed by the Company on Form 10-KSB, filed with the
           Commission on April 2, 2001, File No. 000-24803




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