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

                                    FORM 10-K

                                   (MARK ONE)

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

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

      FOR THE TRANSITION PERIOD FROM JANUARY 1, 2002 TO SEPTEMBER 30, 2002.

                        COMMISSION FILE NUMBER 333-32800

                               VESTIN FUND I, LLC

                    (NAME OF BUSINESS ISSUER IN ITS CHARTER)

             NEVADA                                              88-0446244
(STATE OR OTHER JURISDICTION OF                               (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                              IDENTIFICATION NO.)

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

                     ISSUER'S TELEPHONE NUMBER: 702.227.0965

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

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

Indicate by check mark whether the registrant (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 [ ]

Indicate by check mark 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-K or any
amendment to this Form 10-K. [X]

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 asked  price of such  common  equity,  as of a
specified date within the past 60 days. Not applicable.
<PAGE>
                                TABLE OF CONTENTS

PART I
  ITEM 1. BUSINESS
  ITEM 2. PROPERTIES
  ITEM 3. LEGAL PROCEEDINGS
  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
  ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
  ITEM 6. SELECTED FINANCIAL DATA
  ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS
  ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
               BALANCE SHEETS
               STATEMENTS OF INCOME
               STATEMENTS OF MEMBERS' EQUITY
               STATEMENTS OF CASH FLOWS
               NOTES TO FINANCIAL STATEMENTS
  ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
            AND FINANCIAL DISCLOSURE
PART III
  ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
  ITEM 11. EXECUTIVE COMPENSATION
  ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PART IV
  ITEM 14. CONTROLS AND PROCEDURES
  ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
EXHIBIT INDEX
SIGNATURES

                                       2
<PAGE>
                                     PART I

NOTE REGARDING FORWARD LOOKING STATEMENTS

This  transition  report and other written reports and oral statements made from
time to time by us may contain forward looking statements.  Such forward looking
statements  may be identified  by the use of such words as  "expects,"  "plans,"
"estimates,"  "forecasts,"  "projects,"  "anticipates,"  "believes" and words of
similar meaning.  Forward looking  statements are likely to address such matters
as our business strategy,  future operating  results,  future sources of funding
for  mortgage  loans  brokered by us,  future  economic  conditions  and pending
litigation  involving us. Some of the factors which could affect future  results
are set forth in the discussion under  "Management's  Discussion and Analysis of
Financial Condition and Results of Operations -- Factors Affecting Our Operating
Results."

ITEM 1. BUSINESS

GENERAL

     We are  primarily  engaged in the business of funding  mortgage  loans.  We
invest in loans secured by real estate through deeds of trust and mortgages.  We
were  organized on December 14, 1999 and will continue  until  December 31, 2019
unless dissolved prior thereto or extended by vote of members in accordance with
the provisions of our Operating Agreement.  On July 9, 2001, we changed our name
from DM Mortgage Investors, LLC to Vestin Fund I, LLC (the "Company"). We do not
operate as an "investment  company" within the meaning of the Investment Company
Act of 1940.  On June 24, 2002,  we changed our fiscal year end from December 31
to September 30.

     Prior to September 1, 2000, we were a development stage company.  On August
23, 2000,  our Form S-11/A  filed with the  Securities  and Exchange  Commission
became  effective for the initial public offering of 10,000,000 Units at $10 per
Unit  ("Unit").  We commenced  operations on September 1, 2000. By June 2001, we
had  sold all of the  10,000,000  Units  offered  pursuant  to our  registration
statement.  No  additional  Units will be sold,  however,  current  members  may
continue  to  participate  in our  Distribution  Reinvestment  Plan  whereby the
members'  distributions  may be used to purchase  additional Units at $10.00 per
Unit. As of September 30, 2002, an additional  547,605 Units have been purchased
under this plan.

     The manager of our  Company is Vestin  Mortgage,  Inc.  (the  "Manager"  or
"Vestin  Mortgage"),  a Nevada corporation engaged in the business of brokerage,
placement  and  servicing of  commercial  loans  secured by real  property.  Our
Manager  is  a  wholly-owned  subsidiary  of  Vestin  Group,  Inc.,  a  Delaware
Corporation,  whose  common  stock is publicly  held and is traded on the Nasdaq
National Market under the ticker symbol "VSTN." The Operating Agreement provides
that our Manager has exclusive control over our Company;  including the power to
assign duties, to determine how to invest the Company's assets, to sign bills of
sale, title documents, leases, notes, security agreements,  mortgage investments
and contracts, and to assume direction of the business operations.

     We invest in mortgage loans  throughout the areas in which Vestin  Mortgage
and its correspondents have experience,  primarily Arizona, California,  Hawaii,
Nevada and Texas.  The loans we invest in are selected for us by Vestin Mortgage
from among  loans  originated  by Vestin  Mortgage  or  non-affiliated  mortgage
brokers.  When Vestin Mortgage or a non-affiliated  mortgage broker originates a
loan  for  us,  that  entity   identifies  the  borrower,   processes  the  loan
application,  makes or invests in the loan, and brokers or sells the loan to us.
We believe that our loans are attractive to borrowers  because of the expediency
of Vestin Mortgage's loan approval process, which takes about 10 to 20 days.

     As a  non-conventional  lender,  we are more  willing to invest in mortgage
loans to borrowers that conventional  lenders might not deem to be creditworthy.
Because  of our  increased  willingness  to fund  riskier  loans and  borrowers,
borrowers are willing to pay us an interest rate that is two to five  percentage
points above the rates charged by conventional  lenders. We invest a significant
amount of our funds in loans in which the real property  being  developed is not
generating  any income to the borrower.  The "balloon  payment" loans and bridge
loans in which we invest are riskier because the borrower's repayment depends on
its ability to refinance  the loan or develop the  property so it can  refinance
the loan.

     Our principal investment objectives are to:

     *    Produce revenues from the interest income on our mortgage loans;
     *    Provide monthly cash  distributions  from the net income earned on our
          mortgage loans;
     *    Preserve capital contributions; and
     *    Reinvest,  to the extent permissible,  payments of principal and sales
          (net of expenses).

                                       3
<PAGE>
ACQUISITION AND INVESTMENT POLICIES

     We seek to invest about 97% of our assets in mortgage loans.  Approximately
3%  will  be held  as a  working  capital  cash  reserve.  The  majority  of the
collateral  on our  mortgage  loans is the real  property  that the  borrower is
purchasing, refinancing, or developing with the funds that we make available. We
sometimes  refer to these real properties as the security  properties.  While we
may invest in other  types of loans,  most of the loans in which we invest  have
been made to real estate  developers with a lesser proportion of loans involving
land loans and bridge financing.

     Our mortgage  investments  are not insured or guaranteed by any  government
agency.

     Vestin Mortgage continuously evaluates prospective investments, selects the
mortgages in which we invest and makes all investment decisions on our behalf in
its sole discretion. In evaluating prospective mortgage loan investments, Vestin
Mortgage considers such factors as the following:

     *    the ratio of the amount of the  investment to the  estimated  value of
          the property by which it is secured (loan-to-value ratio);
     *    the potential for capital appreciation or depreciation of the property
          securing the investment;
     *    expected levels of rental and occupancy rates (if applicable);
     *    potential for rental increases (if applicable);
     *    current and projected revenues from the property (if applicable);
     *    the  status  and  condition  of the  recorded  title  of the  property
          securing the investment;
     *    geographic location of the property securing the investment; and
     *    the financial condition of the borrowers and their principals, if any,
          who guarantee the loan.

     Vestin Mortgage may obtain our loans from non-affiliated  mortgage brokers,
previous  borrowers,  and by solicitation of new borrowers in those states where
permissible.  We may purchase existing loans that were originated by third party
lenders and acquired by Vestin Mortgage to facilitate our purchase of the loans.
Vestin Mortgage will sell the loans to us for no greater than Vestin  Mortgage's
cost,  not  including its service fees and  compensation.  There are no specific
requirements or guidelines governing Vestin Mortgage's discretion in determining
which  mortgage  loans it will  place with us and which it will place with other
funding sources.

     When selecting  mortgage  loans for us, Vestin  Mortgage uses the following
guidelines,  which are intended to control the quality of the  collateral  given
for our loans:

     1.  PRIORITY  OF  MORTGAGES.  Generally,  our assets  are  secured by first
mortgages.  First mortgages are mortgages  secured by a full or divided interest
in a first deed of trust secured by the property. Other mortgages that we invest
in on the security  property will not be junior to more than one other mortgage.
As of  September  30,  2002,  more  than  99% of  the  principal  amount  of our
outstanding interest in loans was secured by first mortgages.

     2. LOAN-TO-VALUE RATIO. We generally use the following  loan-to-value ratio
guidelines when originating loans:

<TABLE>
<CAPTION>
     TYPE OF SECURED PROPERTY             LOAN-TO-VALUE RATIO
     ------------------------             -------------------
     <S>                                  <C>
     Residential.......................   75%
     Raw and Unimproved Land...........   60% (of the anticipated as-if developed value)
     Acquisition and Development.......   60% (of the anticipated as-if developed value)
     Commercial Property...............   75% (of the anticipated as-if developed value)
     Construction......................   75% (of the anticipated as-if developed value)
     Bridge............................   75%
     Leasehold Interest................   75% (of value of leasehold interest)
</TABLE>

     We may deviate  from these  guidelines  under  certain  circumstances.  For
example,  Vestin  Mortgage,  in its  discretion,  may  increase any of the above
loan-to-value  ratios if, in its  opinion,  a given loan is  supported by credit
adequate to justify a higher loan-to-value ratio, including personal guarantees.
Occasionally,  our  collateral  may  include  personal  property as well as real
property.  We do not have  specific  requirements  with respect to the projected
income or occupancy levels of a property securing our investment in a particular
loan. These increased  loan-to-value  ratios will not apply to financing offered
by us to the purchaser of any real estate acquired  through  foreclosure,  or to
refinance an existing  loan that is in default when it matures.  In those cases,
Vestin Mortgage, in its sole discretion,  shall be free to accept any reasonable
financing terms it deems to be in our best interest.

                                       4
<PAGE>
     The  target  loan-to-value  ratio  for our  loan  portfolio  as a whole  is
approximately 70%. As of September 30, 2002, our average loan-to-value ratio was
54% based upon as-if performed at loan  origination.  Such appraised  values may
have   deteriorated   based  on  numerous  factors,   including   delinquencies,
extensions, incomplete developments or construction, etc.

     Our Manager receives an appraisal at the time of loan  underwriting,  which
may  precede  the  placement  of the loan  with the  Company.  Generally,  these
appraisals  are  completed  within  twelve  months prior to funding of the loan.
Also,  the appraisal may have been  previously  performed for the borrower.  The
appraisal  may  be  for  the  current  estimated  "as-if  developed"  or  "as-if
completed"  value of the property or, in the case of acquisition and development
loans or  construction  loans,  for the  estimated  value of the  property  upon
completion of the project. As-if completed or as-if developed values on raw land
loans or  acquisition  and  development  loans  often  dramatically  exceed  the
immediate sales value and may include anticipated zoning changes, selection by a
purchaser  against  multiple  alternatives,  and  successful  development by the
purchaser;  upon which  development is dependent on  availability  of financing.
Outstanding  balances of loans made against  appraisals based on as-if completed
values approximated $29.4 million as of September 30, 2002. We retain appraisers
who are licensed or qualified as independent appraisers and certified by or hold
designations  from  one or  more of the  following  organizations:  the  Federal
National Mortgage Association,  the Federal Home Loan Mortgage Corporation,  the
National Association of Review Appraisers,  the Appraisal Institute, the Society
of Real Estate Appraisers,  M.A.I., Class IV Savings and Loan appraisers or from
among  appraisers  with  other  qualifications  acceptable  to Vestin  Mortgage.
However,  appraisals  are only  estimates  of value  and  cannot be relied on as
measures of realizable  value. An employee or agent of Vestin  Mortgage  reviews
each appraisal  report and conducts a physical  inspection for each property.  A
physical inspection includes an assessment of the subject property, the adjacent
properties  and the  neighborhood  but generally  does not include  entering any
structures on the property.

     3. CONSTRUCTION  MORTGAGE LOANS. We invest in construction loans other than
home  improvement  loans  on  residential  property,  subject  to the  following
guidelines:

     We do not anticipate that the loan-to-value  ratio on construction loans in
which we invest will exceed 75% of the independently appraised,  completed value
of the security property.

     4. TERMS OF MORTGAGE  LOANS.  As of September  30,  2002,  the terms of our
loans  ranged  from six months to two years,  although  most of our loans have a
term of 12 months. Our original loan agreements,  however,  permit extensions to
the term of the loan by mutual consent.  Such extensions are generally  provided
on loans  where the  original  term was 12  months or less and where a  borrower
requires  additional  time to complete a construction  project or negotiate take
out financing.

     Generally  all of our loans  provide for  payments of interest  only with a
"balloon"  payment  of  principal  payable  in full at the end of the  term.  In
addition,  we invest in  mortgage  loans  which  require  borrowers  to maintain
interest  reserves funded from the principal  amount of the loan for a period of
time. At September 30, 2002, we had $91.2 million invested in loans with a total
principal   balance  of  $387.7   million,   which  had  interest   reserves  of
approximately $4.4 million.

     5.  ESCROW  CONDITIONS.  Our loans  will  often be funded by us  through an
escrow  account  held by a title  insurance  company,  subject to the  following
conditions:

     *    Borrowers will obtain title insurance coverage for all loans, with the
          title  insurance  policy naming us as the insured and providing  title
          insurance in an amount at least equal to the  principal  amount of the
          loan.  Title  insurance  insures only the validity and priority of our
          deed of trust,  and does not insure us against  loss by other  causes,
          such as diminution in the value of the security property.
     *    Borrowers  will  obtain  fire and  casualty  insurance  for all  loans
          secured  by  improved  real  property,  naming us as loss  payee in an
          amount sufficient to cover the replacement cost of improvements.
     *    All insurance  policies,  notes,  deeds of trust or mortgages,  escrow
          agreements,  and any other loan documents for a particular transaction
          will  name us as payee and  beneficiary.  Mortgage  loans  will not be
          written in the name of Vestin Mortgage or any other nominee.

     6.  PURCHASE  OF  MORTGAGE  INVESTMENTS  FROM  AFFILIATES.  We may  acquire
mortgage loans from our affiliates,  including Vestin Mortgage,  for a price not
in excess of the par value of the note or its fair market  value,  whichever  is
lower,  plus allowable fees and expenses.  Except for the  compensation  paid to
Vestin Mortgage described elsewhere herein, any affiliate from which we purchase
mortgage loans will remit to us all income it earns from the mortgage loan while
the loan is in its portfolio.

     7. NOTE  HYPOTHECATION.  We may also  acquire  mortgage  loans  secured  by
assignments of secured  promissory notes.  These mortgage loans must satisfy our
stated investment  standards,  including our loan-to-value  ratios, and also may
not exceed 80% of the principal amount of the assigned note. For example, if the
property securing a note we acquire is commercial property,  the total amount of
outstanding  debts secured by the property would generally not exceed 75% of the
appraised or as-if developed value of the property,  and the mortgage loan would
not exceed 80% of the principal  amount of the assigned note. For mortgage loans
secured  by  promissory  notes,  we will  rely  on the  appraised  value  of the
underlying property,  as determined by a written appraisal,  which was conducted
within the then-preceding  twelve months at the time of loan origination.  If an
appraisal was not conducted  within that period,  then we will arrange for a new
appraisal to be prepared for the property.

                                       5
<PAGE>
     8.  PARTICIPATION.  We participate  in loans with other lenders,  including
affiliates  as  permitted  by  the  North  American  Securities   Administrators
Association   guidelines  ("NASAA  Guidelines"),   by  providing  funds  for  or
purchasing  an undivided  interest in a loan meeting our  investment  guidelines
described above. Typically, we participate in loans if:

     *    we did not have sufficient funds to invest in an entire loan;
     *    we are seeking to increase the  diversification of our loan portfolio;
          or
     *    Vestin  Mortgage  originated  a loan that fit  within  our  investment
          guidelines but it would  constitute  more than 20% of our  anticipated
          capital  contribution or otherwise be  disproportionately  large given
          our then existing portfolio.

     As of  September  30,  2002,  95% of our  loans  were  loans  in  which  we
participated with other lenders.

     9. DIVERSIFICATION.  The NASAA Guidelines provide that we neither invest in
nor  make  mortgage  loans  on any  one  property  which  would  exceed,  in the
aggregate,  an amount  equal to 20% of our  capital nor may we invest in or make
mortgage loans to or from any one borrower which would exceed, in the aggregate,
an amount greater than 20% of our capital.  As of September 30, 2002, we did not
have any mortgages that were out of compliance with these guidelines.

     10. RESERVE FUND. We have established  contingency working capital reserves
of approximately 3% of our capital to cover our unexpected cash needs.

     11. CREDIT  EVALUATIONS.  Before making a loan,  Vestin Mortgage must first
determine that a borrower has sufficient equity in the security property to meet
the loan-to-value  ratios described above. Vestin Mortgage may also consider the
income  level and  creditworthiness  of a borrower to  determine  its ability to
repay the mortgage loan.

     12. SALE OF MORTGAGE  INVESTMENTS.  Although Vestin Mortgage has no plan to
do so, Vestin  Mortgage may sell our mortgage loans or interests in our loans to
either affiliates or  non-affiliated  parties when Vestin Mortgage believes that
it is advantageous to us to do so. However, we do not expect that the loans will
be marketable or that a secondary market will ever develop for them.

MORTGAGE LOANS TO AFFILIATES

     We will not invest in mortgage loans made to Vestin Mortgage,  Vestin Group
or any of our  affiliates.  However,  we may acquire an investment in a mortgage
loan payable by Vestin Mortgage when Vestin Mortgage has assumed the obligations
of the borrower under that loan, through a foreclosure on the property.

PURCHASE OF LOANS FROM VESTIN MORTGAGE AND ITS AFFILIATES

     In  addition  to those loans  Vestin  Mortgage  selects for us, we purchase
loans that were originated by Vestin Mortgage or other parties and first held in
Vestin  Mortgage's  own  portfolio,  as long as the loan is not in  default  and
otherwise  satisfies all of our lending criteria.  This requirement also applies
to any loan originated by an affiliate of Vestin Mortgage, such as Vestin Group;
Michael Shustek,  Chief Executive  officer of Vestin Group; or another principal
of Vestin Mortgage. However, we will not acquire a loan from or sell a loan to a
mortgage  program in which Vestin  Mortgage has an interest unless in compliance
with NASAA Guidelines.

TYPES OF LOANS WE INVEST IN

     We primarily invest in loans which are secured by first or second mortgages
on real  property.  Such  loans  fall  into the  following  categories:  raw and
unimproved land, acquisition and development, construction, commercial property,
residential and bridge loans.

RAW AND UNIMPROVED LAND LOANS

     Approximately  15-25% of the loans  invested in by us may be loans made for
the purchase,  refinance or development of raw, unimproved land.  Generally,  we
determine whether to invest in these loans based upon the appraised value of the
property and the borrower's actual capital  investment in the property.  We will
generally  invest in loans for up to 60% of the as-if developed  appraised value
of the  property  and we usually  require  that the borrower has invested in the
property actual capital  expenditures  of at least 25% of the property's  value.
As-if  developed  values on raw and  unimproved  land loans  often  dramatically
exceed the immediate  sales value and may include  anticipated  zoning  changes,
selection  of  a  purchaser  against  multiple   alternatives,   and  successful
development   by  the  purchaser;   upon  which   development  is  dependent  on
availability of financing. As of September 30, 2002, approximately 11.25% of our
loans were in this category.

                                       6
<PAGE>
ACQUISITION AND DEVELOPMENT LOANS

     Approximately  10-25% of the loans invested in by us may be acquisition and
development   loans.   These  loans  enable  borrowers  to  complete  the  basic
infrastructure  and  development of their property prior to the  construction of
buildings or structures.  Such  development  may include  installing  utilities,
sewers,  water pipes,  and/or streets.  We will generally invest in loans with a
face value of up to 60% of the appraised  as-if developed value of the property.
As-if developed values on acquisition and development  loans often  dramatically
exceed the immediate  sales value and may include  anticipated  zoning  changes,
selection  of  a  purchaser  against  multiple   alternatives,   and  successful
development   by  the  purchaser;   upon  which   development  is  dependent  on
availability of financing. As of September 30, 2002, approximately 19.06% of our
loans were in this category.

CONSTRUCTION LOANS

     Approximately 10-70% of our loans may be construction loans. A construction
loan provides funds for the  construction of one or more structures on developed
land.  Funds  under this type of loan will  generally  not be  forwarded  to the
borrower  until work in the previous phase of the project has been completed and
an independent  inspector has verified  certain aspects of the  construction and
its costs.  We will  typically  require  material and labor lien releases by the
borrower for each completed  phase of the project.  We will review the appraisal
of the value of the  property  and  proposed  improvements,  and will  generally
invest  in loans for up to 75% of the  appraised  as-if  developed  value of the
property and proposed  improvements.  As of  September  30, 2002,  approximately
28.78% of our loans were in this category.

COMMERCIAL PROPERTY LOANS

     Approximately  20-50%  of the  loans  invested  in by us may be  commercial
property  loans.  Commercial  property  loans provide funds to allow  commercial
borrowers  to make  improvements  or  renovations  to the  property  in order to
increase  the net  operating  income of the  property so that it may qualify for
institutional  refinancing.  We will  review the  appraisal  of the value of the
property and will generally invest in loans for up to 75% of the appraised as-if
developed value of the property.  As of September 30, 2002,  approximately 30.9%
of our loans were in this category.

RESIDENTIAL LOANS

     A small percentage of the loans invested in by us may be residential loans.
Such  loans  facilitate  the  purchase  or  refinance  of  one  to  four  family
residential  property  Units  provided the borrower uses one of the Units on the
property as such borrower's  principal  residence.  We will generally  invest in
loans for up to 75% of the appraised value of the property.  As of September 30,
2002, there were no loans in this category.

BRIDGE LOANS

     Up to 15% of our loans may be bridge  loans.  Such  loans  provide  interim
financing  (twelve to  twenty-four  months) to enable  commercial  borrowers  to
qualify for permanent refinancing.  We will review the appraisal of the value of
the property and will  generally  invest in loans for up to 75% of the appraised
value of the  property.  As of September 30, 2002,  approximately  10.01% of our
loans were in this category.

COLLATERAL

     The types of collateral  that will secure the loans include a first deed of
trust, a second deed of trust or a leasehold interest.

FIRST DEED OF TRUST

     Most of our loans are  secured by a first deed of trust.  Thus as a lender,
we will have rights as a first mortgage lender of the  collateralized  property.
As of  September  30,  2002,  more than 99% of our loans were secured by a first
deed of trust.

SECOND DEED OF TRUST

     In the  future,  up to 10% of our loans may be secured  by second  deeds of
trust. In a second mortgage loan, the rights of the lender (such as the right to
receive  payment  on  foreclosure)  will be  subject  to the rights of the first
mortgage  lender.  In a wraparound  loan, the lender's rights will be comparably
subject to the rights of a first mortgage lender, but the aggregate indebtedness
evidenced by the loan documentation will be the first mortgage loan plus the new
funds the lender  invests.  The  lender  would  receive  all  payments  from the
borrower and forward to the senior lender its portion of the payments the lender
receives.  As of September 30, 2002, less than 1% of our loans were secured by a
second deed of trust.

                                       7
<PAGE>
LEASEHOLD INTEREST

     Up to  20% of the  loans  invested  in by us  may  be in  loans  where  the
collateral is an interest in a lease.  As of September 30, 2002, we did not have
any loans secured by a leasehold interest.

PREPAYMENT PENALTIES AND EXIT FEES

     Generally,  the loans we invest in will not contain prepayment penalties or
exit fees.  If our loans are at a high rate of  interest  in a market of falling
interest rates, the failure to have a prepayment  penalty  provision or exit fee
in the loan  allows  the  borrower  to  refinance  the  loan at a lower  rate of
interest,  thus  providing  a  lower  yield  to us on  the  reinvestment  of the
prepayment  proceeds.   However,  these  loans  will  usually  be  written  with
relatively  high interest  rates,  which we would expect to minimize the risk of
lower yields.

EXTENSIONS TO TERM OF LOAN

     Our original loan agreements  permit  extensions to the term of the loan by
mutual  consent.  Such  extensions  are  generally  provided  on loans where the
original  term was 12 months or less and where a  borrower  requires  additional
time to  complete  a  construction  project  or  negotiate  take out  financing.
However, we only grant extensions when a borrower is in full compliance with the
terms of the loan,  including,  but not limited to, the borrower's obligation to
make interest payments on the loan.

BALLOON PAYMENT

     Substantially  all of the loans we invest in or purchase  will  require the
borrower to make a "balloon  payment" on the  principal  amount upon maturity of
the loan.  There are no specific  criteria used in evaluating the credit quality
of borrowers for mortgage  loans  requiring  balloon  payments.  Furthermore,  a
substantial  period of time may  elapse  between  the  review  of the  financial
statements  of the borrower  and the date when the balloon  payment is due. As a
result,  there is no assurance that a borrower will have sufficient resources to
make a balloon payment when due. To the extent that a borrower has an obligation
to pay mortgage loan principal in a large lump sum payment, its ability to repay
the loan may be dependent upon its ability to sell the property, obtain suitable
refinancing or otherwise raise a substantial amount of cash. As a result,  these
loans can involve a higher risk of default  than loans  where the  principal  is
paid at the same time as the interest payments.

REPAYMENT OF MORTGAGES ON SALE OF PROPERTIES

     We may  require a borrower  to repay a  mortgage  loan upon the sale of the
mortgaged  property  rather than allow the buyer to assume the existing loan. We
will require repayment if we determine that repayment appears to be advantageous
to us based upon  then-current  interest rates, the length of time that the loan
has been held by us, the  creditworthiness  of the buyer and our objectives.  We
will either invest our net proceeds from any capital transaction in new mortgage
loans,  hold the net proceeds as cash or distribute  them to our members.  These
net proceeds  will also include the  principal of a loan deemed to be repaid for
tax purposes as a result of the nature of a loan modification or loan extension.
Our  Operating  Agreement  provides  that  whether we choose to  distribute  the
proceeds  or  reinvest  them,  our  members  will be deemed to have  received  a
distribution  of  capital  and  recontributed  the same  amount  to us.  Capital
transactions  include  payments of principal,  foreclosures  and  prepayments of
mortgages,  to the extent  classified  as a return of capital under the Internal
Revenue Code, and any other disposition of a mortgage or property.

VARIABLE RATE LOANS

     To date,  all of the loans we invest in are fixed rate loans.  Occasionally
we may acquire  variable rate loans.  Variable  rate loans  originated by Vestin
Mortgage  may use as indices the one and five year  Treasury  Constant  Maturity
Index, the Prime Rate Index and the Monthly Weighted Average Cost of Funds Index
for  Eleventh  District  Savings  Institutions  (Federal  Home Loan Bank Board).
Vestin  Mortgage  may  negotiate  spreads  over  these  indices of 2.5% to 5.5%,
depending upon market conditions when the loan is made.

     It is possible  that the interest  rate index used in a variable  rate loan
will rise (or fall) more slowly than the interest rate of other loan investments
available  to us.  Vestin  Mortgage  attempts to  minimize  this  interest  rate
differential  by tying  variable  rate loans to indices  that are  sensitive  to
fluctuations in market rates. Additionally,  most variable rate loans originated
by Vestin Mortgage contain  provisions under which the interest rate cannot fall
below the initial rate.

     Variable rate loans  generally have interest rate caps. We anticipate  that
the interest  rate cap will be a ceiling  that is 2-4% above the  starting  rate
with a floor rate equal to the starting  rate. For these loans there is the risk
that the market rate may exceed the interest cap rate.

     Variable  rate  loans  of five to ten  year  maturities  are not  assumable
without the prior consent of Vestin  Mortgage.  We do not expect to invest in or
purchase a significant  amount of other  assumable  loans. To minimize our risk,
any  borrower  assuming  an existing  mortgage  loan will be subject to the same
underwriting criteria as the original borrower.

                                       8
<PAGE>
BORROWING

     We may incur indebtedness:

     *    to finance our investments in mortgage loans;
     *    to  prevent a default  under  mortgage  loans  that are  senior to our
          mortgage loans;
     *    to  discharge  senior  mortgage  loans if this  becomes  necessary  to
          protect our investment in mortgage loans; or
     *    to operate or develop a property  that we  acquired  under a defaulted
          loan.

     Our  indebtedness  will  not  exceed  70% of the fair  market  value of our
mortgage loans. This indebtedness may be with recourse to our assets.

     In addition,  we may enter into structured  arrangements with other lenders
in order to provide them with a senior position in mortgage loans which we might
jointly fund. For example,  we might  establish a wholly-owned  special  purpose
corporation  which would  borrow  funds from an  institutional  lender  under an
arrangement where the resulting mortgage loans would be assigned to a trust, and
the trust would issue a senior  certificate  to the  institutional  lender and a
junior  certificate to the special  purpose  corporation.  This would assure the
institutional  lender of repayment in full prior to our receipt of any repayment
on the jointly funded mortgage loans.

COMPETITION

     There are  hundreds of  commercial  banks,  insurance  companies,  mortgage
brokers,  pension funds and other  institutional  lenders  competing to make the
type of loans in which we invest. No particular competitor dominates the market.
We anticipate  substantial  competition for investments in mortgages  secured by
commercial  properties,  which  creates  pressure  on lenders to lower  interest
rates.  Consequently,  we may not be able to  obtain as high  interest  rates on
mortgage  investments  as we would  otherwise  obtain,  which  would  affect our
revenues and the distributions made to our investors.

REGULATION

     Our  operations  are  conducted  by  Vestin  Mortgage.   Vestin  Mortgage's
operations as a mortgage company are subject to extensive regulation by federal,
state and local laws and governmental authorities.  Vestin Mortgage conducts its
real  estate  mortgage  business  under a license  issued by the State of Nevada
Financial Institutions  Division.  Under applicable Nevada law, the division has
broad discretionary  authority over Vestin Mortgage's activities,  including the
authority  to  conduct  periodic  regulatory  audits  of all  aspects  of Vestin
Mortgage's operations.

     We and Vestin Mortgage are also subject to the Equal Credit Opportunity Act
of 1974, which prohibits creditors from  discriminating  against loan applicants
on the basis of race,  color,  sex, age or marital  status,  and the Fair Credit
Reporting Act of 1970, which requires lenders to supply applicants with the name
and address of the reporting  agency if the applicant is denied  credit.  We are
also subject to various other federal and state  securities  laws regulating the
issuance  and sale of  securities,  as well as the  Employee  Retirement  Income
Security Act of 1974.

ITEM 2. PROPERTIES

Our Manager,  Vestin  Mortgage,  operates from its executive  offices at 2901 El
Camino Avenue, Las Vegas, Nevada 89102. We do not have any separate offices.

ITEM 3. LEGAL PROCEEDINGS

We are not parties to any pending  litigation  and, to the best of our Manager's
knowledge, no legal proceedings have been threatened against us.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

                                       9
<PAGE>
                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

     a.   There is no  established  public  trading  market  for the  trading of
          Units.
     b.   As of  September  30,  2002,  approximately  1,605 Unit  holders  held
          10,547,605 Units of interest in the Company.
     c.   We generally  distribute  substantially all net income generated by us
          to Unit  holders  on a monthly  basis.  We made  distributions  of net
          income  to our  Unit  holders  of  approximately  $246,016  (prior  to
          reinvested distributions) during the transition period ended September
          30, 2002. It is our intention to continue to distribute  substantially
          all net income earned by us to the Unit holders.

ITEM 6. SELECTED FINANCIAL DATA

VESTIN FUND I, LLC

AS OF SEPTEMBER 30, 2002 AND DECEMBER 31, 2001,  AND FOR THE  TRANSITION  PERIOD
ENDED SEPTEMBER 30, 2002 AND YEAR END DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                                                               SEPTEMBER 30,    DECEMBER 31,
                                                                                   2002             2001
                                                                               ------------     ------------
<S>                                                                            <C>              <C>
BALANCE SHEET DATA:
Investments in mortgage loans, net of allowance for loan losses                $ 91,091,308     $ 97,228,156
Cash, cash equivalents, certificates of deposits and short-term investments    $  5,537,334     $  4,256,750
Interest and other receivables                                                 $  1,175,972     $  1,037,218
Receivables under secured borrowing                                            $  6,637,370     $          -
Real estate held for sale                                                      $  1,541,258     $          -
Other assets                                                                   $     83,631     $          -
Total assets                                                                   $106,066,873     $102,522,124
Secured borrowing                                                              $  6,637,370     $          -
Other liabilities                                                              $    430,447     $     66,525
Total liabilities                                                              $  7,067,817     $     66,525
Members' capital                                                               $ 98,999,056     $102,455,599
Total liabilities and members' capital                                         $106,066,873     $102,522,124

INCOME STATEMENT DATA:
Revenues                                                                       $  9,726,881     $ 11,564,761
Expenses                                                                       $    442,559     $    176,906
Net income                                                                     $  9,284,322     $ 11,387,855
Net income allocated to members                                                $  9,284,322     $ 11,387,855
Net income allocated to members per weighted average membership Units          $        .92     $       1.34
Weighted average membership Units                                                10,142,982        8,519,804
</TABLE>

The  information  in  this  table  should  be  read  in  conjunction   with  the
accompanying  audited  financial  statements  and notes to financial  statements
included elsewhere in this document.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Prior  to  September  1,  2000,  we were a  development  stage  company  with no
operational  activities.  We  commenced  the  offering of our Units in September
2000; by June 2001,  the Company had sold all of the  10,000,000  Units offered.
Our  financial  results  reflect  the  amount of capital  we had  available  for
investment  in mortgage  loans.  Our past  performance  may not be indicative of
future results. This discussion should be read in conjunction with our financial
statements and accompanying notes and other detailed  information  regarding the
Company appearing elsewhere in this Form 10-K.

OVERVIEW

Our primary  business  objective is to generate  monthly  income by investing in
mortgage  loans.  We believe there is a significant  market  opportunity to make
mortgage loans to owners and developers of real property whose  financing  needs
are not met by traditional mortgage lenders. The loan underwriting standards our
Manager utilizes are less strict than traditional mortgage lenders. In addition,
one of our  competitive  advantages is our ability to approve loan  applications
more quickly than  traditional  lenders.  As a result,  in certain cases, we may
make  mortgage  loans which are riskier than  mortgage  loans made by commercial
banks.  However,  in return we seek a higher interest rate and our Manager takes
steps to  mitigate  the  lending  risks  such as  imposing a lower loan to value
ratio.  While we may assume  more risk than  traditional  mortgage  lenders,  in
return, we seek to generate higher yields from our mortgage loans.

                                       10
<PAGE>
Our  operating  results are affected  primarily by: (i) the amount of capital we
have to invest in mortgage loans, (ii) the level of real estate lending activity
in the markets we service,  (iii) our ability to identify and work with suitable
borrowers,  (iv) the  interest  rates we are able to charge on our loans and (v)
the level of foreclosures and related loan losses which we may experience. These
funds,  subject to a 3% reserve,  will  constitute the bulk of the funds we have
available for investment in mortgage loans.  We do not have any  arrangements in
place to increase materially the funds we will have available to invest from any
other sources. See the discussion below under "Capital and Liquidity."

The US economy is currently suffering from a mild recession which began in 2001.
However,  we have not experienced a material  slowdown in commercial real estate
lending  in the  principal  markets  which  we  service.  To some  extent,  more
conservative lending practices  implemented by some traditional mortgage lenders
to cope  with  the  recession  have had the  result  of  increasing  the pool of
potential  borrowers willing to pay the higher rates which we charge. This trend
has also enabled us to continue to earn yields of  approximately  12% per annum,
notwithstanding  the decline in interest rates in the general economy.  However,
this trend has begun to be off-set by the  continuing  decline in interest rates
which is putting downward pressure on the yields we can generate for members. As
a result, our annualized net interest yield to members for the transition period
ended September 30, 2002 was 12.2%, compared to 13.4% at December 31, 2001.

While our business has not been significantly impacted by the current recession,
if the recession  deepens or is  prolonged,  we would face a number of potential
risks.  A  prolonged  recession  will  likely  dampen  real  estate  development
activity, thereby diminishing the market for our loans. In addition, if interest
rates remain low for an extended  period,  it will be more  difficult  for us to
continue  to generate  yields of 12% or better.  Moreover,  a  deepening  of the
recession,  or poor credit  decisions by our  Manager,  may increase the default
rate on our loans.  To the extent that the efforts of our  borrowers  to develop
and sell commercial real estate projects are adversely impacted by the status of
the economy,  we may experience an increase in loan  defaults,  which may reduce
the amount of funds we have for distribution to our members.  In this regard, it
should be noted that the weighted average  maturity of our outstanding  loans as
of September 30, 2002 was 11.96 months,  compared to 8.94 months at December 31,
2001.

Accordingly,  adverse  economic  conditions  during  the next year  could have a
material impact on the  collectibility  of our loans.  Recognizing this risk, we
seek to maintain low loan to value ratios which are often calculated using as-if
developed values, which as of September 30, 2002, were 54% on a weighted average
basis based on appraised values available as of the loan origination  dates. For
a few loans we have  subsequently  received  updated as-is  appraisals or offers
from  prospective  buyers.  Based on the lower of original  appraisals,  updated
as-is  appraisals or offers to purchase from  prospective  buyers,  the weighted
loan to value ratio at  September  30, 2002 was  approximately  56%. The average
loan to  value  ratio  for  those  loans  reappraised  or  revalued  since  loan
origination  approximated 95% at September 30, 2002. In this manner,  we hope to
retain sufficient cushion in the underlying equity position to protect the value
of our loan in the event of a default.  Nevertheless, no assurances can be given
that a marked  increase in loan defaults  accompanied by a rapid decline in real
estate  values  will not  have a  material  adverse  effect  upon our  financial
condition and operating results.

Historically,  our  Manager has  focused  its  operations  on Nevada and certain
Western states.  Because our Manager has a significant  degree of knowledge with
respect to the real  estate  markets in such  states,  it is likely  most of our
loans will be concentrated in such states.  As of September 30, 2002,  47.47% of
the principal  amount of our loans were secured by real estate in Nevada,  while
17.79%,  12.88% and 12.69% were secured by real estate in Arizona,  Hawaii,  and
Texas respectively.  Such geographical  concentration  creates greater risk that
any downturn in such local real estate markets could have a significant  adverse
effect upon our results of operations.  Commercial real estate markets in Nevada
have continued to prosper, with significant  borrowing activity,  throughout the
current  recession.  However,  the rate of growth  appears  to be  slowing.  The
commercial real estate markets in Texas and Arizona also appear to be relatively
unaffected by the recession.  Hawaii has been adversely affected by the downturn
in tourism after  September 11, 2001.  Continued  weakness in the tourism market
may have significant  adverse effects on real estate lending in Hawaii. As noted
above,   if  the  recession   continues  for  an  extended  period  or  deepens,
particularly  in any of the identified  states,  our operating  results could be
adversely affected.

CRITICAL ACCOUNTING POLICIES

REVENUE RECOGNITION

Interest  income on loans is  accrued  by the  effective  interest  method.  The
Company does not recognize  interest  income from loans once they are determined
to be  impaired.  A loan is  impaired  when,  based on current  information  and
events,  it is probable  that the Company  will be unable to collect all amounts
due according to the contractual terms of the loan agreement or when the payment
of interest is 90 days past due.

INVESTMENTS IN MORTGAGE LOANS

Investments  in  mortgage  loans  are  secured  by trust  deeds  and  mortgages.
Generally,  all of the Company's  mortgage loans require  interest only payments
with a balloon  payment of the  principal at maturity.  The Company has both the
intent and ability to hold mortgage loans until maturity and therefore, mortgage
loans are classified and accounted for as held for investment and are carried at
cost. Loan to value ratios are based on appraisals  obtained at the time of loan
origination  and may not reflect  subsequent  changes in value  estimates.  Such
appraisals  are  generally  dated no greater than 12 months prior to the date of
loan  origination.  Appraisals  are also based on either an "as is basis" or "as
completed  basis".  These appraised values do not reflect immediate sales values
which may be substantially less.

                                       11
<PAGE>
REAL ESTATE HELD FOR SALE

Real estate held for sale includes real estate acquired through  foreclosure and
is  carried  at the  lower  of the  recorded  amount,  inclusive  of any  senior
indebtedness,  or the property's  estimated fair value,  less estimated costs to
sell.

ALLOWANCE FOR LOAN LOSSES

When deemed  necessary,  the Company will provide for possible  credit losses on
mortgage loans through an allowance for loan losses.  Additions to the allowance
are based on an  assessment  of certain  factors  including,  but not limited to
estimated future losses on the loans and general economic conditions.  Additions
to the  allowance  are provided  through a charge to earnings.  Actual losses on
loans are recorded as a charge-off or a reduction to the  allowance.  Subsequent
recoveries of amounts previously charged-off are added back to the allowance.

RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                              FOR THE
                            TRANSITION     FOR THE NINE    FOR THE YEAR   FOR THE YEAR
                           PERIOD ENDED    MONTHS ENDED       ENDED          ENDED
                           SEPTEMBER 30,   SEPTEMBER 30,   DECEMBER 31,    DECEMBER 31,
                               2002            2001           2001           2000
                            -----------     -----------    -----------    -----------
                                            (UNAUDITED)
<S>                         <C>             <C>            <C>            <C>
Total revenues              $ 9,726,881     $ 8,140,242    $11,564,761    $ 1,266,685
Total expenses              $   442,559     $    53,272    $   176,906    $    25,117
                            -----------     -----------    -----------    -----------
Net income                  $ 9,284,322     $ 8,086,970    $11,387,855    $ 1,241,568
                            ===========     ===========    ===========    ===========
Net income allocated to
members per weighted
average membership Units    $       .92     $      1.02    $      1.34    $      0.45
                            ===========     ===========    ===========    ===========
Annualized net interest
yield to members(b)                12.2            13.6           13.4           13.5
                            ===========     ===========    ===========    ===========
Weighted average
membership Units(a)          10,142,982       7,942,536      8,519,804      2,754,854
                            ===========     ===========    ===========    ===========
</TABLE>

(a) The weighted average number of outstanding  Units for the transition  period
ended  September  30,  2002  is  calculated  based  upon  the  daily  number  of
outstanding  Units beginning on January 1, 2002. The weighted  average number of
outstanding  Units for the year ended December 31, 2001 is calculated based upon
the daily number of outstanding Units beginning on January 1, 2001. The weighted
average  number of  outstanding  Units for the  period  from  September  1, 2000
through  December  31,  2000 is  calculated  based  upon  the  daily  number  of
outstanding Units beginning on September 1, 2000.

(b) The annualized  net interest yield to Unit holders is calculated  based upon
the net income allocated to Unit holders per weighted average Units then divided
by number of months during each period and multiplied by 12 months, then divided
by ten (the $10 cost per Unit).

NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2001

Total Revenues.  For the nine months ended September 30, 2002,  revenues totaled
$9.7 million  compared to $8.1 million for the same period in 2001,  an increase
of $1.6 million or 19%. The increase in revenue was primarily due to an increase
in our  average  daily  investments  in  mortgage  loans of  approximately  26%.
Additionally,  during the nine months ended September 30, 2002, we did not share
in loan origination fees with our manager as we did for the same period in 2001.
Overall, our average interest yields on our investments in mortgage loans during
2002 have not changed significantly compared to 2001.

Total Expenses.  For the nine months ended September 30, 2002,  expenses totaled
$442,559  compared  to  $53,272  for the same  period in 2001,  an  increase  of
$389,287.   Increase  in  total  expenses  for  2002  primarily  related  to  an
approximate $180,000 increase in managements fees, the provision for loan losses
totaling  $100,000,  and  interest  expense  approximating  $114,000  related to
secured  borrowings  as  further  discussed  in Note E in the  footnotes  to the
attached financial statements.  We are continually evaluating the quality of our
investments  in mortgage loan portfolio and based upon future  evaluations,  may
require  additional  charges to our allowance for loan losses.  Management  fees
will be an  annual  recurring  expense  based  upon an  amount  up to  0.25%  of
aggregate outstanding capital annually.

Net Income.  Overall,  net income for the nine months ended  September  30, 2002
totaled  $9.3 million  compared to $8.1 million for the same period in 2001,  an
increase of $1.2 million or 15%.

Annualized  Net Interest Yield To members.  For the nine months ended  September
30, 2002,  annualized  net interest  yield to members  totaled 12.2% compared to
13.6% for the same period in 2001. The decrease in annualized net interest yield
to members was  primarily  related to an allowance  for loan losses of $100,000,
which our  Manager  decided to  establish  during the  transition  period  ended
September 30, 2002. To date, no specific  loans have been written off or written
down. See discussion below under "Asset Quality and Loan Reserves."

                                       12
<PAGE>
INVESTMENT IN MORTGAGE LOANS SECURED BY REAL ESTATE PORTFOLIO

The following is a summary of our  investment in mortgage  loans as of September
30, 2002:

     Commercial                                  $28,181,705       30.90%
     Construction                                 26,241,223       28.78%
     Acquisition and development                  17,379,074       19.06%
     Bridge                                        9,129,025       10.01%
     Land                                         10,260,281       11.25%
                                                 -----------     -------
                                                 $91,191,308      100.00%
                                                 ===========     =======

     First mortgages                             $91,180,814       99.99%
     Second mortgages                                 10,494         .01%
                                                 -----------     -------
                                                 $91,191,308      100.00%
                                                 ===========     =======

The  following is a schedule of the  contractual  maturities  of  investment  in
mortgage loans as of September 30, 2002 for the calendar  years ending  December
31 and should not be regarded as the Company's  projection of cash flows. Actual
cash flows are likely to be materially different.

     2002                                        $46,937,350
     2003                                         32,579,923
     2004                                         11,674,035
                                                 -----------
     Total                                       $91,191,308
                                                 ===========

The  following is a schedule by  geographic  location of  investment in mortgage
loans as of September 30, 2002:

     Arizona                                     $16,225,981       17.79%
     California                                    1,247,876        1.37%
     Colorado                                        983,217        1.08%
     Hawaii                                       11,750,000       12.88%
     Nevada                                       43,288,748       47.47%
     New Mexico                                    1,157,505        1.27%
     Texas                                        11,568,971       12.69%
     Utah                                          3,369,010        3.69%
     Washington                                    1,600,000        1.76%
                                                 -----------     -------
     Total                                       $91,191,308      100.00%
                                                 ===========     =======

ASSET QUALITY AND LOAN RESERVES

Some losses may be expected when lending money and the amounts of losses vary as
the loan portfolio is affected by changing economic conditions and the financial
position of borrowers.  There is no precise method of predicting specific losses
or amounts that ultimately may be charged off on particular segments of the loan
portfolio.

The conclusion that a mortgage loan is uncollectible or that  collectibility  is
doubtful is a matter of judgment.  Our Manager, in connection with the quarterly
closing  of  our  accounting  records  and  the  preparation  of  our  financial
statements,   evaluates  our  mortgage  loan   portfolio  to  determine  if  any
outstanding  loans are  uncollectible or impaired and, in such event,  whether a
loss is  probable.  The fact that a loan is past due does not  necessarily  mean
that the loan is uncollectible or impaired.  Rather, all relevant  circumstances
are considered by our Manager to determine the probability of loan losses.  Such
evaluation,  which  includes a review of all loans on which full  collectibility
may not be reasonably assured, considers among other matters:

     *    prevailing economic conditions;
     *    historical experience;
     *    the nature and volume of the loan portfolio;
     *    the borrowers'  financial  condition and adverse  situations  that may
          affect the borrowers' ability to pay;
     *    evaluation of industry trends;
     *    review and  evaluation of loans  identified as having loss  potential;
          and
     *    estimated  net  realizable  value  of  any  underlying  collateral  in
          relation to the loan amount.

                                       13
<PAGE>
When deemed necessary,  the Company will provide credit losses on mortgage loans
through an allowance for loan losses. Additions to the allowance are based on an
assessment of certain  factors  including,  but not limited to estimated  future
loan  losses on the loans and  general  economic  conditions.  Additions  to the
allowance are provided through a charge to earnings.  Actual losses on loans are
recorded as a charge-off or a reduction to the allowance.  Subsequent recoveries
of amounts previously charged-off are added back to the allowance. There were no
actual  losses  incurred  on loans by us  during  the  transition  period  ended
September  30,  2002.  At  September  30,  2002,  we  had  four  loans  totaling
$11,666,621  that were both past due on principal and more than 90 days past due
on interest. As of September 30, 2002, foreclosure  proceedings had commenced on
these loans.  Subsequent  to September  30, 2002,  we foreclosed on three of the
four loans and took title to the collateral  which consists of a golf course and
raw land in  Mesquite,  Nevada.  Our  principal  investment  in these  loans was
$10,509,117. In December 2002, we acquired $3,084,000 in investments in mortgage
loans from our Manager in exchange for an assignment of any judgment  related to
the personal guarantee associated with the golf course loan. No gain or loss was
realized on the transaction,  and all loans assigned to the Company were current
and performing in accordance with all contractual  terms.  Based on the value of
the  underlying  collateral,  we do not  expect  to  incur  any  losses  on this
property.

At December 31, 2001, the Company did not have any loans with payments that were
delinquent over 90 days in regards to interest. As of the same date, the Company
had two loans past the  scheduled  maturities,  both of which  have been  repaid
during 2002.

At September 30, 2002, we also had one loan totaling $3,369,010,  which was past
due on  principal  but  current  on  interest.  We  have  commenced  foreclosure
proceedings  on this loan.  Our Manager has evaluated  this loan with regards to
the underlying collateral and financial strength of the personal guarantors, and
believes  that  this  borrower  and its  guarantors  have the  ability  to repay
principal and interest on this loan. Accordingly, our Manager does not believe a
specific  allowance  for loan losses is necessary  for this loan as of September
30, 2002.

In addition to the above-mentioned loans, at September 30, 2002, our Manager had
granted  extensions  on nine loans  pursuant to the terms of the  original  loan
agreements,  which permit  extensions by mutual  consent.  Such  extensions  are
generally  provided on loans where the  original  term was 12 months or less and
where a borrower requires additional time to complete a construction  project or
negotiate take out financing.  However, we only grant extensions when a borrower
is in full compliance with the terms of the loan, including, but not limited to,
the borrower's  obligation to make interest  payments on the loan. The aggregate
amount due to us from  borrowers  whose loans had been  extended as of September
30, 2002 was approximately $30,278,639.  The average loan to value ratio on such
loans is 54% based on the lower of  appraised  values  available  as of the loan
origination  dates,  updated  as-is  appraisals,  or  offers  to  purchase  from
prospective  buyers.  Loan  to  value  ratios  on  loans  in  foreclosure  or on
extensions  are generally  dramatically  increased from the loan to value ratios
computed based on appraisals  conducted at the time of loan  origination.  As of
September  30,  2002,  all loans,  except for the loans  mentioned  above,  were
current and  performing  according to their terms.  As of December 31, 2001, the
Company's Manager had granted extensions on 10 loans totaling $34,396,000.

Our Manager has evaluated the  collectibility of the loans in light of the types
and dollar amounts of loans in the portfolio, adverse situations that may affect
the  borrowers'  ability  to  repay,  prevailing  economic  conditions  and  the
underlying collateral securing the loans. Based on this evaluation,  our Manager
believes that the allowance for loan losses  totaling  $100,000  included in the
accompanying  balance  sheet as of  September  30,  2002 is  adequate to address
estimated and expected  credit  impairment  which is considered  inherent in the
Company's investment in mortgage loans as of that date.

Because  of the fact  that  any  decision  regarding  reserves  for loan  losses
reflects a judgment about the probability of future events, there is an inherent
risk that such judgments will prove incorrect.  In such event, actual losses may
exceed  (or be less  than) the  amount of any  reserve.  To the  extent  that we
experience losses greater than the amount of our reserves, we may incur a charge
to our earnings that will adversely affect our operating  results and the amount
of any distributions payable to our members.

CAPITAL AND LIQUIDITY

Liquidity  is  a  measure  of  a  company's   ability  to  meet  potential  cash
requirements,  including ongoing  commitments to fund lending activities and for
general operation purposes. Subject to a 3% reserve, we use all of our available
funds to invest in mortgage loans.  Income generated from such loans is paid out
to  our  members  unless  they  have  elected  to  reinvest   their   dividends.
Approximately 480 of our 1,629 members currently reinvest their dividends. We do
not anticipate the need for hiring any employees, acquiring fixed assets such as
office equipment or furniture,  or incurring material office expenses during the
next twelve months because Vestin  Mortgage will manage our affairs.  We may pay
Vestin Mortgage an annual management fee of up to 0.25% of our aggregate capital
contributions.  Pursuant  to our  Operating  Agreement,  the  maximum  amount of
management  fees Vestin  Mortgage was entitled to receive  during the transition
period ended September 30, 2002 was $186,781.

During the transition  period ended  September 30, 2002,  cash flows provided by
our operating  activities totaled $9,525,859.  Our investing  activities for the
transition  period ended September 30, 2002 consisted of proceeds from the sale,
or  payoffs,  of  investment  in loans  secured by real  estate in the amount of
$4,495,590  (net of  purchases of mortgage  loans),  sale of and  investment  in
certificates  of  deposits  of  $325,000.  Our  financing  activities  primarily
consisted of members'  distributions,  net of  reinvestments,  of $7,554,132 and
member withdrawals of $5,186,733.

As the offering of our Units was completed in June 2001 and 93% of our funds are
currently invested in mortgage loans, we currently rely upon loan repayments and
dividend  reinvestments  to provide the cash necessary to carry on our business.
Any  significant  level of defaults  on  outstanding  loans could  significantly
impact our liquidity,  hurting or eliminating our ability to make distributions,
invest in new loans, or return invested capital. This would diminish our capital

                                       14
<PAGE>
resources  and  would  impair  our  ability  to  invest  in new  loans.  See the
discussion   above  under  "Asset  Quality  and  Loan  Reserves."  In  addition,
withdrawals  by our  members  would  reduce the  capital we have  available  for
investment. Such withdrawals are limited by the terms of our Operating Agreement
to not more than 10% per year and are subject to other conditions.

As of September 30, 2002, we have one  revolving  line of credit,  which is from
First  Hawaiian  Bank in the  amount of  $2,000,000.  There  was no  outstanding
balance as of September  30, 2002 for this line of credit.  As of September  30,
2002, we were in compliance with all applicable covenants related to the line of
credit.

We  may  seek  to  expand  our  capital   resources   through   borrowings  from
institutional lenders or through securitization of our loan portfolio or similar
arrangements. Other than the line of credit mentioned above, we currently do not
have in place any  commitments  to borrow any funds.  No assurance  can be given
that, if we should seek to borrow funds or to securitize  our assets we would be
able to do so on  commercially  attractive  terms.  Our  ability  to expand  our
capital  resources in this manner is subject to many factors,  some of which are
beyond our control, including the state of the economy, the state of the capital
markets and the perceived quality of our loan portfolio.

We do not currently have any interest in any special purpose  entities nor do we
have any  commitments  or  obligations  which are not  reflected  on our balance
sheet. We do not have any interest in derivative contracts.

As of  September  30, 2002,  we recorded  liabilities  totaling  $6.6 million as
secured  borrowings  related  to  an  intercreditor  agreement.   Certain  loans
outstanding  as of September  30, 2002 have been  participated  to third parties
("the   Investors")  under  the   intercreditor   agreement.   Pursuant  to  the
intercreditor  agreement,  the Investors may  participate  in certain loans with
Vestin Mortgage, Fund II, and the Company (collectively, the "Lead Lenders"). In
the event of borrower  non-performance,  the  intercreditor  agreement gives the
Lead  Lenders  the right to either (i)  continue  to remit to the  investor  the
interest due on the  participation  amount;  (ii) substitute an alternative loan
acceptable to the  Investors;  or (iii)  repurchase the  participation  from the
Investors  for  the  outstanding  balance  of  the  participation  plus  accrued
interest.  Consequently,  the Investors are in a priority lien position  against
the  collateralized  loans and mortgage loan financing  under the  participation
arrangement is accounted for as secured borrowings.

We maintain working capital  reserves of approximately 3% of aggregate  members'
capital  accounts in cash and cash  equivalents,  certificates  of deposits  and
short-term  investments.  This reserve is available to pay expenses in excess of
revenues, satisfy obligations of underlying security properties, expend money to
satisfy our unforeseen  obligations  and for other permitted uses of the working
capital.

FACTORS AFFECTING OUR OPERATING RESULTS

Our business is subject to numerous factors affecting our operating results.  In
addition to the factors  discussed above, our operating  results may be affected
by:

RISKS OF INVESTING IN MORTGAGE LOANS

     *    Our  underwriting  standards  and  procedures  are more  lenient  than
          conventional  lenders in that we will invest in loans to borrowers who
          will not be  required  to meet the credit  standards  of  conventional
          mortgage lenders.

     *    Our Manager  approves  mortgage loans more quickly then other mortgage
          lenders. Due to the nature of loan approvals, there is a risk that the
          credit inquiry that our Manager  performs will not reveal all material
          facts pertaining to the borrower and the security.

     *    Appraisals  may  be  performed  on  an  "as-if  completed"  or  "as-if
          developed"  basis.  As-if completed or as-if  developed  values on raw
          land loans or acquisition  and  development  loans often  dramatically
          exceed the immediate  sales value and may include  anticipated  zoning
          changes,  selection of a purchaser against multiple alternatives,  and
          successful  development  by the purchaser;  upon which  development is
          dependent on availability of financing. Therefore there is a risk that
          the borrower  will not complete  development  of the project which may
          affect the expected value of the property and the loan to value ratio.

     *    Our results of operations will vary with changes in interest rates and
          with the performance of the relevant real estate markets.

     *    If the  economy  is  healthy,  we  expect  that  more  people  will be
          borrowing  money  to  acquire,  develop  or  renovate  real  property.
          However,  if the economy grows too fast,  interest  rates may increase
          too much and the cost of  borrowing  may  become too  expensive.  This
          could  result in a slowdown in real estate  lending  which may mean we
          will have fewer loans to acquire,  thus  reducing our revenues and the
          distributions to members.

     *    If, at a time of  relatively  low interest  rates,  a borrower  should
          prepay  obligations  that have a higher  interest rate from an earlier
          period,  investors  will likely not be able to  reinvest  the funds in
          mortgage loans earning that higher rate of interest. In the absence of
          a prepayment  fee, the investors will receive  neither the anticipated
          revenue stream at the higher rate nor any compensation for their loss.
          This in turn could harm our  reputation and make it more difficult for
          us to  attract  investors  who are  willing to  acquire  interests  in
          mortgage loans.

                                       15
<PAGE>
RISK OF DEFAULTS

Our  performance  will be directly  impacted by any defaults on the loans in the
portfolio.  As noted above,  we may  experience  a higher rate of defaults  than
conventional  mortgage  lenders.  We seek to mitigate the risk by estimating the
value of the  underlying  collateral  and insisting on low loan to value ratios.
However,  no assurance  can be given that these  efforts  will fully  protect us
against losses on defaulted  loans.  Moreover,  during the period of time when a
defaulted loan is the subject of foreclosure  proceedings,  it is likely that we
will earn less (if any) income from such loans, thereby reducing our earnings.

COMPETITION FOR BORROWERS

We  consider   our   competitors   for   borrowers   to  be  the   providers  of
non-conventional   mortgage  loans,  that  is,  lenders  who  offer  short-term,
equity-based  loans on an  expedited  basis for higher fees and rates than those
charged by conventional lenders and mortgage loan investors,  such as commercial
banks, thrifts, conduit lenders, insurance companies,  mortgage brokers, pension
funds and other financial  institutions that offer conventional  mortgage loans.
Many of the  companies  against  which we  compete  have  substantially  greater
financial,  technical and other resources than we do.  Competition in our market
niche depends upon a number of factors including price and interest rates of the
loan, speed of loan processing, cost of capital, reliability, quality of service
and support services.

EFFECT OF FLUCTUATIONS IN THE ECONOMY

Our  sole  business,  making  loans  secured  by real  estate,  is  particularly
vulnerable to changes in macroeconomic  conditions.  Any significant  decline in
economic  activity,  particularly  in  the  geographical  markets  in  which  we
concentrate  our loans,  could result in a decline in the demand for real estate
development  loans. In order to stay fully invested during a period of declining
demand for real  estate  loans,  we may be  required to make loans on terms less
favorable  to us or to make loans  involving  greater  risk to us.  Declines  in
economic  activity are often  accompanied  by a decline in  prevailing  interest
rates.  Although our lending rates are not directly tied to the Federal  Reserve
Board's discount rate, a sustained and widespread decline in interest rates will
impact the interest we are able to earn on our loans.  Since our loans generally
do not have prepayment  penalties,  declining  interest rates may also cause our
borrowers  to prepay  their loans and we may not be able to reinvest the amounts
prepaid in loans  generating  a  comparable  yield.  Moreover,  any  significant
decline in economic activity could adversely impact the ability of our borrowers
to complete  their  projects and obtain take out  financing.  This in turn could
increase the level of defaults we may experience.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk, primarily from changes in interest rates.
The  Company  does not have any  assets or  liabilities  denominated  in foreign
currencies nor does it own any options, futures or other derivative instruments.

Most of our assets consist of investments  in mortgage  loans.  At September 30,
2002, our aggregate investment in mortgage loans was approximately $91.2 million
with a weighted average effective interest rate of 13.58%.  Most of the mortgage
loans have a term of 12 months;  the weighted average term of outstanding  loans
at September 30, 2002 was 11.96 months. All of the outstanding mortgage loans at
September 30, 2002 were fixed rate loans.  Currently,  all of the mortgage loans
are held for investment purposes; none are held for sale. We intend to hold such
mortgage  loans to  maturity.  However,  our Manager may at times sell  mortgage
loans in order take  advantage of new loans with higher  yields.  Mortgage loans
identified for future sale will be  reclassified  as held for sale  investments.
All of the mortgage loans do not have prepayment penalties.

At September 30, 2002, we also had approximately $5,537,334 invested in cash and
cash  equivalents,  and certificates of deposit.  Approximately 3% of our assets
will be held in such  accounts as a cash  reserve;  additional  deposits in such
accounts  will be made as funds are received from new investors and repayment of
loans  pending the  deployment of such funds in new mortgage  loans.  We believe
that these financial  assets do not give rise to significant  interest rate risk
due to their short term nature.

                                       16
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                 C O N T E N T S

                                                                            PAGE

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS..........................

FINANCIAL STATEMENTS

     Balance Sheets.........................................................

     Statements of Income...................................................

     Statements of Members' Equity..........................................

     Statements of Cash Flows...............................................

     Notes to Financial Statements..........................................

SUPPLEMENTARY INFORMATION

     Report of Independent Certified Public Accountants on
     Supplementary Information..............................................

     Mortgage Loans on Real Estate:

          Mortgage Loan Rollforward.........................................

          Mortgage Loans by Type of Property................................

          Mortgage Loans by Lien Position...................................

          Mortgage Loans that Exceed Three Percent of the Portfolio.........

                                       F-1
<PAGE>
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

MEMBERS OF VESTIN FUND I, LLC

We have  audited  the  accompanying  balance  sheets of Vestin  Fund I, LLC (the
"Company")  as of September  30, 2002 and  December  31,  2001,  and the related
statements of income,  members' equity, and cash flows for the nine-month period
and two years,  respectively,  then ended.  These  financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of Vestin  Fund I, LLC as of
September 30, 2002 and December 31, 2001,  and the results of its operations and
its cash flows for the nine-month period and two years, respectively, then ended
in  conformity  with  accounting  principles  generally  accepted  in the United
States.

Our audits were conducted for the purpose of forming an opinion on the financial
statements  taken as a whole.  The  accompanying  supplementary  information  is
presented for purposes of additional  analysis and is not a required part of the
financial  statements.  Such  information  has been  subjected  to the  auditing
procedures  applied  in our  audits  of the  financial  statements  and,  in our
opinion,  is fairly stated in all material respects in relation to the financial
statements taken as a whole.


/s/ Ernst & Young, LLP
Los Angeles, California
December 27, 2002

                                       F-2
<PAGE>
                               VESTIN FUND I, LLC

                                 BALANCE SHEETS


                                     ASSETS

<TABLE>
<CAPTION>
                                                          SEPTEMBER 30,   DECEMBER 31,
                                                              2002            2001
                                                          ------------    ------------
<S>                                                       <C>             <C>
Cash and cash equivalents                                 $  2,762,334    $  1,256,750
Short-term investment - related party                               --         550,000
                                                          ------------    ------------
     Total cash and cash equivalents                         2,762,334       1,806,750
Certificates of deposit                                      2,775,000       2,450,000
Due from Managing Member                                            --              --
Interest and other receivables                               1,175,972       1,008,728
Real estate held for sale                                    1,541,258              --
Investment in mortgage loans, net of allowance for loan
  losses of $100,000 and $0 at September 30, 2002
  and December 31, 2001, respectively                       91,091,308      97,228,156
Receivables under secured borrowing                          6,637,370              --
Deferred bond offering costs                                    83,631          28,490
                                                          ------------    ------------

     Total assets                                         $106,066,873    $102,522,124
                                                          ============    ============

                         LIABILITIES AND MEMBERS' EQUITY

Liabilities
  Due to Managing Member                                  $    430,447    $     66,525
  Secured borrowing                                          6,637,370              --
                                                          ------------    ------------
     Total liabilities                                       7,067,817          66,525
                                                          ------------    ------------

Members' equity - authorized 10,000,000 units
  10,547,605, 10,238,488 and 4,173,991 units issued and
  outstanding at $10 per unit at September 30, 2002,
  December 31, 2001 and December 31, 2000, respectively     98,999,056     102,455,599
                                                          ------------    ------------
     Total members' equity                                  98,999,056     102,455,599
                                                          ------------    ------------

     Total liabilities and members' equity                $106,066,873    $102,522,124
                                                          ============    ============
</TABLE>

The accompanying notes are an integral part of these statements.

                                       F-3
<PAGE>
                               VESTIN FUND I, LLC

                              STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                     FOR THE TRANSITION  FOR THE NINE     FOR THE YEAR     FOR THE YEAR
                                        PERIOD ENDED     MONTHS ENDED        ENDED            ENDED
                                        SEPTEMBER 30,    SEPTEMBER 30,    DECEMBER 31,     DECEMBER 31,
                                            2002             2001             2001             2000
                                        ------------     ------------     ------------     ------------
                                                         (UNAUDITED)
<S>                                     <C>              <C>              <C>              <C>
REVENUES
  Interest income from investment in
    mortgage loans                      $  9,612,827     $  7,759,725     $ 11,051,141     $  1,076,435
  Loan origination fees                           --          256,230          256,230           90,615
  Other income                               114,054          124,287          257,390           99,635
                                        ------------     ------------     ------------     ------------
       Total revenues                      9,726,881        8,140,242       11,564,761        1,266,685
                                        ------------     ------------     ------------     ------------

OPERATING EXPENSES
  Interest expense                           113,689               --               --               --
  Management fees to Managing Member         186,781            7,184          130,851           25,013
  Provision for loan losses                  100,000               --               --               --
  Other                                       42,089           46,088           46,055              104
                                        ------------     ------------     ------------     ------------
       Total operating expenses              442,559           53,272          176,906           25,117
                                        ------------     ------------     ------------     ------------

       NET INCOME                       $  9,284,322     $  8,086,970     $ 11,387,855     $  1,241,568
                                        ============     ============     ============     ============

Net income allocated to members         $  9,284,322     $  8,086,970     $ 11,387,855     $  1,241,568
                                        ============     ============     ============     ============

Net income allocated to members per
  weighted average membership units     $       0.92     $       1.02     $       1.34     $       0.45
                                        ============     ============     ============     ============

Weighted average membership units         10,142,982        7,942,536        8,519,804        2,754,854
                                        ============     ============     ============     ============
</TABLE>

The accompanying notes are an integral part of these statements.

                                       F-4
<PAGE>
                               VESTIN FUND I, LLC

                          STATEMENTS OF MEMBERS' EQUITY

             FOR THE TRANSITION PERIOD ENDED SEPTEMBER 30, 2002 AND
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


                                                    UNITS            AMOUNT
                                                 -------------    -------------
Member's equity at December 31, 1999                    11,510    $     115,100

Issuance of units (net of offering costs)            4,148,294       40,684,710

Distributions                                               --         (802,037)

Reinvestments of distributions                          14,187          141,870

Net income                                                  --        1,241,568
                                                 -------------    -------------

Members' equity at December 31, 2000                 4,173,991       41,381,211

Issuance of units (net of offering costs)            5,923,233       59,030,659

Distributions                                               --      (10,756,770)

Reinvestments of distributions                         211,553        2,115,528

Members' withdrawals                                   (70,288)        (702,884)

Net income                                                  --       11,387,855
                                                 -------------    -------------

Members' equity at December 31, 2001                10,238,488      102,455,599

Distributions                                               --       (9,636,502)

Reinvestments of distributions                         208,237        2,082,370

Members' withdrawals                                  (518,673)      (5,186,733)

Net income                                                  --        9,284,322
                                                 -------------    -------------
Members' equity at September 30, 2002                9,928,052    $  98,999,056
                                                 =============    =============

The accompanying notes are an integral part of these statements.

                                       F-5
<PAGE>
                               VESTIN FUND I, LLC

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                              FOR THE TRANSITION  FOR THE NINE     FOR THE YEAR     FOR THE YEAR
                                                                 PERIOD ENDED     MONTHS ENDED        ENDED            ENDED
                                                                 SEPTEMBER 30,    SEPTEMBER 30,    DECEMBER 31,     DECEMBER 31,
                                                                     2002             2001             2001             2000
                                                                 -------------    -------------    -------------    -------------
                                                                                   (UNAUDITED)
<S>                                                              <C>              <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                     $   9,284,322    $   8,086,970    $  11,387,855    $   1,241,668
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Change in operating assets and liabilities:
        Due from/to Managing Member                                    280,291          106,630          265,921         (199,396)
        Interest and other receivables                                (138,754)        (589,763)        (546,096)        (491,122)
        Allowance for loan losses                                      100,000               --               --               --
        Deferred revenues                                                   --         (256,230)        (256,230)         256,230
                                                                 -------------    -------------    -------------    -------------
        Net cash provided by operating activities                    9,525,859        7,347,607       10,851,450          807,380
                                                                 -------------    -------------    -------------    -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of investments in mortgage loans                        (40,070,662)     (92,791,846)    (136,896,686)     (45,619,914)
  Purchase of investments in mortgage loans from related party         (60,000)              --               --               --
  Proceeds received from sale of mortgage loans to:
    Vestin Fund II, LLC                                              1,815,000               --       21,289,763               --
    the Manager                                                             --               --        2,925,000               --
    other related party                                                914,973               --               --               --
  Proceeds from the sale of mortgage loans                           8,457,865               --       29,160,894        5,483,295
  Proceeds from loan payoff                                         33,438,414       34,719,664       25,669,492          760,000
  Investment in certificates of deposit                               (325,000)      (1,800,000)      (1,250,000)      (1,200,000)
                                                                 -------------    -------------    -------------    -------------
        Net cash provided by (used in) investing activities          4,170,590      (59,872,182)     (59,101,537)     (40,576,619)
                                                                 -------------    -------------    -------------    -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of membership units                                --       59,176,786       59,030,659       40,799,710
  Members' withdrawals                                              (5,186,733)        (758,033)        (702,884)              --
  Members' distributions, net of reinvestments                      (7,554,132)      (5,866,220)      (8,641,242)        (660,167)
                                                                 -------------    -------------    -------------    -------------
        Net cash provided by (used in) financing activities        (12,740,865)      52,552,533       49,686,533       40,139,543
                                                                 -------------    -------------    -------------    -------------

        NET INCREASE IN CASH                                           955,584           27,958        1,436,446          370,304

CASH, BEGINNING                                                      1,806,750          370,304          370,304               --
                                                                 -------------    -------------    -------------    -------------

CASH, ENDING                                                     $   2,762,334    $     398,262    $   1,806,750    $     370,304
                                                                 =============    =============    =============    =============

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
  Non-cash financing activities:
    Conversion of deferred offering costs to
      membership units                                           $          --    $     201,666    $     201,666    $     798,334
                                                                 =============    =============    =============    =============
    Reinvestment of members' distributions                       $   2,082,370    $   1,396,086    $   2,115,528    $     141,870
                                                                 =============    =============    =============    =============
    Deferred debt offering costs paid by Manager                 $      83,631    $          --    $          --    $          --
                                                                 =============    =============    =============    =============
    Distributions payable to Manager                             $      93,500    $      92,316    $          --    $          --
                                                                 =============    =============    =============    =============
    Real estate held for sale acquired through foreclosure       $   1,541,258    $          --    $          --    $          --
                                                                 =============    =============    =============    =============
    Loans funded through secured borrowing                       $   6,637,370    $          --    $          --    $          --
                                                                 =============    =============    =============    =============
</TABLE>

The accompanying notes are an integral part of these statements.

                                       F-6
<PAGE>
                               VESTIN FUND I, LLC

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002


NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     1. ORGANIZATION

     Vestin Fund I, LLC, a Nevada Limited Liability Company,  (the "Company") is
     primarily engaged in the business of mortgage lending.  The Company invests
     in loans secured by real estate through deeds of trust and  mortgages.  The
     Company was organized on December 14, 1999 and will continue until December
     31, 2019 unless dissolved prior or extended thereto under the provisions of
     its Operating  Agreement.  On July 19, 2001,  the Company  changed its name
     from DM Mortgage Investors, LLC to Vestin Fund I, LLC. The Company does not
     operate as an  "investment  company"  within the meaning of the  Investment
     Company Act of 1940.

     Prior to September 1, 2000, the Company was a development stage company. On
     August 23, 2000,  the Company's  Form S-11/A filed with the  Securities and
     Exchange  Commission  became  effective for the initial public  offering of
     10,000,000  units at $10 per unit.  The  Company  commenced  operations  on
     September 1, 2000. By June 2001, the Company had sold all of the 10,000,000
     units  offered  pursuant  to  the  Company's  registration   statement.  No
     additional  units will be sold,  however,  current  members may continue to
     participate  in the Company's  Distribution  Reinvestment  Plan whereby the
     member's  distribution  may be used to purchase  additional units at $10.00
     per unit. As of September  30, 2002, an additional  547,605 units have been
     purchased under this plan.

     The Manager of the Company is Vestin Mortgage,  Inc., a Nevada  corporation
     engaged in the business of brokerage, placement and servicing of commercial
     loans secured by real property. The Manager is a wholly owned subsidiary of
     Vestin Group, Inc., a Delaware Corporation,  whose common stock is publicly
     held and  traded on the Nasdaq  National  Market  under the symbol  "VSTN."
     Through  its   subsidiaries,   Vestin  Group,  Inc.  is  engaged  in  asset
     management, real estate lending and other financial services. The Operating
     Agreement  provides  that the Manager has control  over the business of the
     Company;  including the power to assign duties,  to determine how to invest
     the  Company's  assets,  to sign bills of sale,  title  documents,  leases,
     notes,  security  agreements,  mortgage  investments and contracts,  and to
     assume direction of the business operations.

     Vestin  Mortgage,  Inc. is also the Manager of Vestin Fund II, LLC,  ("Fund
     II")an entity in the same business as the Company.

     In June 2002,  the Company  changed its fiscal year end from December 31 to
     September 30. The transition  period ended September 30, 2002 reflects nine
     months of  operating  activities  as a result of the change in fiscal  year
     end.

     2. MANAGEMENT ESTIMATES

     The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally accepted in the United States requires  management to
     make estimates and assumptions  that affect the reported  amounts of assets
     and liabilities and disclosure of contingent  assets and liabilities at the
     date of the financial  statements and the reported  amounts of revenues and
     expenses  during the  reporting  period.  Actual  results could differ from
     those estimates.

     3. INCOME TAXES

     Income tax effects resulting from the Company's  operations pass through to
     the members individually and, accordingly, no provision for income taxes is
     included in the financial statements.

     4. CASH AND CASH EQUIVALENTS

     Cash and cash equivalents include interest-bearing and non-interest-bearing
     bank deposits,  money market accounts,  short-term  certificates of deposit
     with  original   maturities  of  three  months  or  less,   and  short-term
     instruments with liquidation provision of one month or less.

                                       F-7
<PAGE>
                               VESTIN FUND I, LLC

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002


     5. INVESTMENT IN MORTGAGE LOANS

     Investments  in mortgage  loans are  secured by trust deeds and  mortgages.
     Generally,  all of the  Company's  mortgage  loans  require  interest  only
     payments with a balloon  payment of the principal at maturity.  The Company
     has both the intent and ability to hold mortgage  loans until  maturity and
     therefore,  mortgage  loans are  classified  and  accounted for as held for
     investment  and are  carried  at cost.  Loan to value  ratios  are based on
     appraisals  obtained  at the time of loan  origination  and may not reflect
     subsequent changes in value estimates.  Such appraisals are generally dated
     within 12 months of the date of loan origination. Appraisals are also based
     on either an "as is basis" or  "as-if  completed  basis".  These  appraised
     values do not reflect  immediate sales values,  which may be  substantially
     less.

     6. SECURED BORROWING

     Loans  that have been  participated  to third  party  investors  through an
     intercreditor   agreement   ("Agreement")  are  accounted  for  as  secured
     borrowing in  accordance  with SFAS No. 140,  ACCOUNTING  FOR TRANSFERS AND
     SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS OF LIABILITIES ("SFAS NO.
     140"). Under the Agreement, investors may participate in certain loans with
     Vestin  Mortgage,  Fund  II,  and  the  Company  (collectively,  "the  Lead
     Lenders").  In the event of  borrower  non-performance,  the  intercreditor
     agreement  gives the Lead Lenders the right to either (i) continue to remit
     to  the  investor  the  interest  due  on the  participation  amount;  (ii)
     substitute  an  alternative  loan  acceptable  to the  investor;  or  (iii)
     repurchase the participation from the investor for the outstanding  balance
     of the participation plus accrued interest.  Consequently,  the Investor is
     in a priority lien position against the  collateralized  loans and mortgage
     loan financing  under the  participation  arrangement is accounted for as a
     secured borrowing in accordance with SFAS No. 140.

     7. REVENUE RECOGNITION

     Interest is recognized as revenue when earned according to the terms of the
     loans,  using the effective interest method. The Company does not recognize
     interest income on loans once they are determined to be impaired. A loan is
     impaired when, based on current information and events, it is probable that
     the Company  will be unable to collect all  amounts  due  according  to the
     contractual terms of the loan agreement. Cash receipts will be allocated to
     interest income,  except when such payments are specifically  designated by
     the terms of the loan as principal  reduction or when  management  does not
     believe the Company's investment in the loan is fully recoverable.

     8. ALLOWANCE FOR LOAN LOSSES

     The Company  maintains an allowance  for loan losses on its  investment  in
     mortgage  loans  for  estimated  credit  impairment,  which  is  considered
     inherent to the  Company's  investment  in mortgage  loans  portfolio.  The
     Manager's  estimate of losses is based on a number of factors including the
     types and dollar amounts of loans in the portfolio, adverse situations that
     may effect the borrower's ability to repay,  prevailing economic conditions
     and the underlying  collateral securing the loan.  Additions to the reserve
     are provided through a charge to earnings and are based on an assessment of
     certain  factors  including,  but not limited to,  estimated  losses on the
     loans.  Actual  losses on loans are recorded as a charge-off or a reduction
     to the loan loss  reserve.  Subsequent  recoveries  of  amounts  previously
     charged off are added back to the reserve.

                                       F-8
<PAGE>
                               VESTIN FUND I, LLC

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002


     9. FAIR VALUE OF FINANCIAL INSTRUMENTS

     The Financial  Accounting  Standards Board's Statement No. 107, DISCLOSURES
     ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS,  requires the disclosure of fair
     value  of  the  Company's  financial  assets.  The  following  methods  and
     assumptions  were used to estimate the fair value of financial  instruments
     included in the following categories:

     (a)  Certificate  of  Deposits  and Short Term  Investments:  The  carrying
          amount of these  instruments are at amortized cost which  approximates
          fair value.

     (b)  Investment in Mortgage Loans: The carrying value of these instruments,
          net of the allowance for loan losses,  approximate  the fair value due
          to their  short-term  maturities.  Fair  values  for  loans  which are
          delinquent and/or in foreclosure are indeterminable at this time as no
          ready  market   exists  for  these  loans,   but  fair  value  may  be
          significantly below the current carrying value.

     (c)  Receivables  under  secured  borrowing:  The carrying  amount of these
          instruments  approximate fair value. The fair value is estimated based
          upon projected cash flows discounted at the estimated current interest
          rates at which similar loans would be made.

     10. NET INCOME ALLOCATED TO MEMBERS

     Net income  allocated  to members is computed by dividing net income by the
     weighted average number of membership units outstanding for the year.

     11. SEGMENTS

     The Company operates as one business segment.

     12. RECLASSIFICATION

     Certain prior year balances  have been  reclassified  to conform to current
     year presentation.

                                       F-9
<PAGE>
                               VESTIN FUND I, LLC

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002


NOTE B - FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK

     Financial  instruments with concentration of credit and market risk include
     cash, loans secured by trust deeds and receivables under secured borrowing.

     The Company  maintains cash deposit  accounts and  certificates of deposit,
     which at times,  may exceed federally  insured limits.  The Company has not
     experienced  any losses in such  accounts and believes it is not exposed to
     any significant  credit risk on cash. As of September 30, 2002 and December
     31, 2001,  the Company had  $6,089,461  and $4,384,678 of cash on hand with
     these  financial  institutions,  respectively,  in excess of the  federally
     insured  limits.  These amounts  represent  cash on hand without  regard to
     outstanding  checks  and  deposits  which  are  reflected  in  accompanying
     financial statements as of September 30, 2002.

     As of  September  30, 2002,  47% of the  Company's  mortgage  loans were in
     Nevada  (compared  to 38% at December  31,  2001) and 18% of the  Company's
     investment  in mortgage  loans were in Arizona  (compared to 3% at December
     31, 2001). As a result of this geographical  concentration of the Company's
     investment in mortgage  loans,  a downturn in the local real estate markets
     in Nevada  and/or  Arizona  could  have a  material  adverse  effect on the
     Company.

     At September 30, 2002, the aggregate amount of loans to the Company's three
     largest  borrowers  represented  31% of the Company's  total  investment in
     mortgage loans. These mortgage loans consist of commercial and bridge loans
     located in Arizona and Nevada with a first lien position,  earning  between
     13% and 14.5%,  outstanding  balances of $28,399,426  and  maturities  from
     November 2002 through June 2004. At December 31, 2001, the aggregate amount
     of loans to the Company's  three largest  borrowers  represented 29% of the
     Company's  total  investment  in  mortgage  loans.   These  mortgage  loans
     consisted of acquisition and  construction,  bridge,  and commercial loans,
     located in Nevada and  Hawaii,  with a first lien  position,  earning  14%,
     outstanding  balances of  $27,735,893  and  maturities  from  January  2002
     through November 2002. Because the Company has a significant  concentration
     of credit risk with its three largest borrowers,  a default by any of these
     borrowers could have a material adverse effect on the Company.

     Substantially all of the Company's mortgage loans will require the borrower
     to make a balloon  payment of the  principal at maturity.  The success of a
     borrower's  ability  to  repay  its  mortgage  loan  obligation  in a large
     lump-sum payment may be dependent upon the borrower's  ability to refinance
     the obligation or otherwise raise a substantial amount of cash. An increase
     in interest  rates over the mortgage rate  applicable at origination of the
     loan or  deterioration  in the value of the  property  may have an  adverse
     effect on the borrower's ability to refinance.

                                      F-10
<PAGE>
                               VESTIN FUND I, LLC

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002


NOTE C - INVESTMENT IN MORTGAGE LOANS

     Investments  in mortgage  loans as of  September  30, 2002 and December 31,
2001:

                                 September 30, 2002        December 31, 2001
                               ----------------------    ----------------------
Commercial                     $ 28,181,705     30.90%   $ 24,158,627     24.85%
Construction                     26,241,223     28.78%     26,184,197     26.93%
Acquisition and Development      17,379,074     19.06%     23,874,908     24.56%
Bridge                            9,129,025     10.01%     13,013,056     13.38%
Land                             10,260,281     11.25%      7,000,000      7.20%
Residential                              --        --%      2,997,368      3.08%
                               ------------   -------    ------------   -------
                               $ 91,191,308    100.00%   $ 97,228,156    100.00%
                               ============   =======    ============   =======

First Mortgages                $ 91,180,814     99.99%   $ 97,228,156    100.00%
Second Mortgages                     10,494      0.01%             --        --%
                               ------------   -------    ------------   -------
                               $ 91,191,308    100.00%   $ 97,228,156    100.00%
                               ============   =======    ============   =======

     The  following is a schedule of  contractual  maturities  of  investment in
mortgage loans as of September 30, 2002 and December 31, 2001 are as follows and
should not be regarded as the Company's  projection  of cash flows.  Actual cash
flows are likely to be materially different.

                              September 30, 2002      December 31, 2001
                              ------------------      -----------------
          2002                   $46,937,350             $92,607,836
          2003                    32,579,923               2,485,812
          2004                    11,674,035                      --
          2005                            --               1,810,258
          2006                            --                 324,250
                                 -----------             -----------
                                 $91,191,308             $97,228,156
                                 ===========             ===========

     The  following  is a schedule  by  geographic  location  of  investment  in
mortgage loans as of September 30, 2002 and December 31, 2001:

                                 September 30, 2002         December 31, 2001
                               ----------------------    ----------------------
Arizona                        $ 16,225,981     17.79%   $  2,564,381      2.64%
California                        1,247,876      1.37%     11,932,105     12.27%
Colorado                            938,217      1.08%             --        --%
Hawaii                           11,750,000     12.88%     19,113,911     19.66%
Nevada                           43,288,748     47.47%     36,659,142     37.70%
New Mexico                        1,157,505      1.27%      1,157,505      1.19%
Oregon                                   --        --%      3,938,393      4.05%
Texas                            11,568,971     12.69%     15,280,281     15.72%
Utah                              3,369,010      3.69%      4,982,438      5.12%
Washington                        1,600,000      1.76%      1,600,000      1.65%
                               ------------   -------    ------------   -------
                               $ 91,191,308    100.00%   $ 97,228,156    100.00%
                               ============   =======    ============   =======

                                      F-11
<PAGE>
                               VESTIN FUND I, LLC

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002


NOTE C - INVESTMENT IN MORTGAGE LOANS - Continued

     At September 30, 2002, the Company had four loans totaling $11,666,621 that
     were both past due on principal and more than 90 days past due on interest.
     As of September 30, 2002,  foreclosure  proceedings  had commenced on these
     loans. Subsequent to September 30, 2002, the Company foreclosed on three of
     the four loans and took title to the  collateral,  which consists of a golf
     course and raw land in Mesquite,  Nevada. The principal investment in these
     loans was  $10,509,117.  Upon  foreclosure,  the carrying value of the golf
     course loan  exceeded the  appraised  value of the property by  $3,084,000.
     Therefore, in December 2002, the Company acquired $3,084,000 in investments
     in mortgage loans, which are in default but payments currently  performing,
     from the  Company's  Manager in exchange for an  assignment of any judgment
     related to the personal guarantee  associated with the golf course loan. No
     gain or loss was realized on the transaction, and all loans assigned to the
     Company were current and  performing  in  accordance  with all  contractual
     terms. Based on the value of the underlying  collateral and the exchange of
     the personal guarantees,  management does not expect to incur any losses on
     these properties.

     At September 30, 2002,  the Company also had one loan totaling  $3,369,010,
     which was past due on principal  but current on  interest.  The Company has
     commenced  foreclosure  proceedings on this loan. The Company's Manager has
     evaluated this loan with regards to the underlying collateral and financial
     strength of the personal  guarantors,  and believes  that this borrower and
     its  guarantors  have the ability to repay  principal  and interest on this
     loan.  Accordingly,  management  does not believe a specific  allowance for
     loan losses is necessary for this loan as of September 30, 2002.

     In addition to the  above-mentioned  loans,  at  September  30,  2002,  the
     Company's  Manager had granted  extensions on 9 loans pursuant to the terms
     of the original loan agreements, which permit extensions by mutual consent.
     Such extensions are generally provided on loans where the original term was
     12 months or less and where a borrower requires additional time to complete
     a  construction  project or  negotiate  take out  financing.  However,  the
     Company only grants  extensions  when a borrower is in full compliance with
     the  terms of the loan,  including,  but not  limited  to,  the  borrower's
     obligation to make interest  payment on the loan. The aggregate  amount due
     from  borrowers  whose loans had been extended as of September 30, 2002 was
     approximately $30,278,639. The average loan to value ratio on such loans is
     54%  based  on the  lower  of  appraised  values  available  as of the loan
     origination  dates,  updated as-is  appraisals,  or offers to purchase from
     prospective  buyers.  As-if completed or as-if developed values on raw land
     loans or acquisition and development  loans often  dramatically  exceed the
     immediate sales value and may include anticipated zoning changes, selection
     of a purchaser against multiple alternatives, and successful development by
     the  purchaser;  upon which  development  is dependent on  availability  of
     financing.  As of  September  30,  2002,  all  loans,  except for the loans
     mentioned above,  were current and performing  according to their terms. As
     of December 31, 2001,  The Company's  Manager had granted  extensions on 10
     loans totaling $34,396,000.

     At December 31, 2001, the Company did not have any loans with payments that
     were delinquent  over 90 days in regards to interest.  As of the same date,
     the Company had two loans past the scheduled maturities, both of which have
     been repaid during 2002.

     The  Company  has  six  mortgage   loan   products   consisting   of  land,
     construction, commercial building, bridge, residential, and acquisition and
     development loans. Substantially all mortgage loans have effective interest
     rates  ranging  from  10% to 17% and 8% to 16% at  September  30,  2002 and
     December 31, 2001,  respectively.  Revenue by product will fluctuate  based
     upon relative balances during the period.  Due to the similar nature of the
     effective  interest rates in the majority of the Company's loan  portfolio,
     the Company does not report revenues by product type.

NOTE D - ALLOWANCE FOR LOAN LOSSES

     The  Company's  Manager has evaluated  the  collectibility  of the loans in
     light of the types and dollar  amounts of loans in the  portfolio,  adverse
     situations  that may affect  the  borrowers'  ability to repay,  prevailing
     economic conditions and the underlying collateral securing the loans. Based
     on this evaluation,  the Company's  Manager believes that the allowance for
     loan losses totaling $100,000 included in the accompanying balance sheet as
     of September 30, 2002 is adequate to address  estimated and expected credit
     impairment  which is  considered  inherent in the  Company's  investment in
     mortgage loans as of that date.

                                      F-12
<PAGE>
                               VESTIN FUND I, LLC

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002


NOTE E - REAL ESTATE HELD FOR SALE

     In June 2002, the Company  foreclosed on a mortgage loan for  approximately
     $1,541,000 and took title to the property (a residential  property  located
     in Las Vegas,  Nevada).  The asset is  included in  investment  in mortgage
     loans in the  accompanying  balance  sheet as of  December  31,  2001.  The
     Company has evaluated  this property and determined it was not necessary to
     adjust the  carrying  value of the asset upon  transfer to real estate held
     for sale.

NOTE F -- SECURED BORROWING

     As of September  30,  2002,  the Company  recorded  $6.6 million in secured
     borrowings pursuant to the intercreditor agreement with the related amounts
     included in receivables under secured borrowings. For the nine month period
     ended September 30, 2002, the Company recorded $114,000 in interest expense
     related to the secured borrowings.

NOTE G - REVOLVING LINE OF CREDIT

     The Company has a  revolving  line of credit with a financial  institution,
     which  provides for borrowing up to  $2,000,000.  There was no  outstanding
     balance as of September 30, 2002 and December 31, 2001. The line of credit,
     which is  secured  by the  Company's  certificates  of  deposit  with First
     Hawaiian Bank, is payable in monthly installments of interest only at 1.50%
     over the weighted  average  interest  rate paid on the First  Hawaiian Bank
     certificates  of deposit (2.51% at September 30, 2002 and 3.75% at December
     31, 2001),  maturing October 31, 2002. The interest rate will be reset upon
     the  occurrence of either a new drawing on the revolving  line of credit or
     at  the  maturity  of  the  certificate  of  deposit.  The  Company  was in
     compliance with all covenants within the agreement as of September 30, 2002
     and December 31, 2001.

NOTE H - MEMBERS' EQUITY

     1. MEMBERSHIP UNITS

     The Manager (in its Capacity as the Initial  Member) has contributed to the
     capital  of the  Company  $1,000,000  in  connection  with  offering  costs
     incurred.  The members  have  contributed  to the capital of the Company an
     amount equal to $10.00 for each unit subscribed for by each member,  with a
     minimum   subscription   of  200  units  per  member.   The  total  Capital
     contribution  of the members  will not exceed  $100,000,000  not  including
     reinvested distributions.

     2. ALLOCATIONS AND DISTRIBUTIONS

     In accordance with the operating  agreement,  the Company's profits,  gains
     and  losses  are to be  credited  to and  charged  against  each  member in
     proportion to their respective capital accounts as of the close of business
     on the last day of each calendar month.

     Interest received on mortgage loans is distributed monthly to members,  and
     members may elect to reinvest their distributions.

     Distributions  of proceeds  from the  repayment  of principal on a mortgage
     loan will be made to the members pro rata based on their capital accounts.

                                      F-13
<PAGE>
                               VESTIN FUND I, LLC

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002


NOTE H - MEMBERS' EQUITY - Continued

     3. WORKING CAPITAL RESERVES

     The Company is  required by the  operating  agreement  to maintain  working
     capital  reserves of at least 3% of the aggregate  capital  accounts of the
     members.  This reserve is available to pay any future expenses in excess of
     revenues,  satisfy  obligations of underlying security  properties,  expend
     money  to  satisfy  the  Company's  unforeseen  obligations  and for  other
     permitted uses of its working capital. Working capital reserves of up to 3%
     in cash or cash  equivalents,  short-term  investments and  certificates of
     deposit are excluded from the funds  committed to mortgage  investments  in
     determining  what  proportion  of  the  offering  proceeds  and  reinvested
     distributions  have been  invested in mortgage  loans.  As of September 30,
     2002 and December  31, 2001,  the Company had  $5,537,334  and  $4,256,750,
     respectively, for its working capital reserves.

NOTE I - TRANSACTIONS WITH THE MANAGER AND ITS AFFILIATES

     1. FEES PAID BY THE COMPANY

          a.   The  Company's  Manager is entitled to receive from the Company a
               management fee of up to 0.25% on an annual basis of the aggregate
               capital  contributions,  paid  monthly in  arrears.  For the nine
               months ended  September 30, 2002 and the year ended  December 31,
               2001,  management  fees earned by the Manager  were  $186,781 and
               $130,851, respectively.

          b.   The Manager may receive fees for reselling foreclosed properties.
               These fees may not be greater  than 3.00% of the  proceeds  where
               substantial  service has been  performed  by the  Manager.  As of
               September  30, 2002 and December 31, 2001,  no such services were
               performed, accordingly, no payments were paid to the Manager.

     2. FEES PAID BY BORROWERS

     The Manager  receives fees upon loan origination for acting as a broker for
     which it generally  charges loan origination fees of approximately  2-6% of
     the principal  amount of each mortgage  investment  made during the year as
     well as nominal fees for evaluating  and processing  each loan. The Manager
     also receives nominal fees in consideration  for servicing each loan during
     the loan  term as well as loan  extension  fees of 2-5% of the  outstanding
     principal  of extended  loans as  permitted  by local law and local  market
     conditions.

          a.   For the nine months ended  September  30, 2002 and the year ended
               December  31,  2001,   the  Manager  earned  loan  brokerage  and
               origination  fees  paid by  borrowers  for  loans  funded  by the
               Company  in  the  amount  of  $1.4  million  and  $3.4   million,
               respectively.

          b.   For the nine months ended  September  30, 2002 and the year ended
               December 31, 2001, the Manager earned loan extension fees paid by
               the  borrowers  for loans  funded by the Company in the amount of
               approximately $400,000 and $600,000, respectively.

     3. SHORT-TERM INSTRUMENT IN LTD, INC.

     As of  December  31,  2001,  the Company  had an amount  totaling  $550,000
     invested in  certificates  of LTD,  Inc., an  investment  fund owned by the
     Chief  Executive  Officer of Vestin Group,  Inc. LTD, Inc. is an investment
     fund offering  2001-Prime Plus One  Certificates  ("Certificate"),  earning
     5.75% at  December  31,  2001.  The terms of the  Certificates  provide the
     subscriber  repayment  of  their  funds  in full  or in part  upon a 30 day
     written  request.  In March 2002, the Company  liquidated its investment in
     these  certificates  resulting in no gain or loss.  The  Certificates  were
     recorded  on the  balance  sheet  as of  December  31,  2001 as  short-term
     investment -- related party.

     4. SALES OF LOANS TO VESTIN FUND II, LLC

     During  the  transition  period  ended  September  30,  2002 and year ended
     December 31, 2001, the Company sold at its cost $1,815,000 and $21,289,763,
     respectively, in mortgage loans to Fund II.

                                      F-14
<PAGE>
                               VESTIN FUND I, LLC

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002


NOTE I - TRANSACTIONS WITH THE MANAGER AND ITS AFFILIATES - Continued

     5. DUE TO THE MANAGER

     Due to the Manager at September 30, 2002 consisted of advances,  and unpaid
     management fees and distributions  payable totaling $430,447 on units owned
     by the  Manager.  Due to the Manager at  December  31,  2001  consisted  of
     advances by the Manager and of distributions  payable to the Manager in the
     amount of $66,525.  These  advances do not accrue  interest  and are due on
     demand.

     6. OTHER TRANSACTIONS WITH THE MANAGER/AFFILIATES

     During the transition  period ended  September 30, 2002, the Company bought
     $60,000 in mortgage  loans from an entity wholly owned by a director of the
     Manager,  and sold to the same  entity,  a total of  $914,973  in  mortgage
     loans.  The Company also sold a total of  $1,815,000  in mortgage  loans to
     Fund II.

     The  Manager may  purchase  from the Company  the  interest  receivable  or
     principal on  delinquent  loans held by the Company.  The Company shall not
     sell a  foreclosed  property to the Manager or to another  program in which
     the Manager or its affiliates has an interest. As of September 30, 2002 and
     December 31, 2001, no such transactions occurred.

     As described in Note J, in December 2002 the Company exchanged its interest
     in a  personal  guarantee  securing  a  defaulted  loan for  $3,084,000  in
     unrelated loans invested in by the Manager.

NOTE J - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

     The  following  schedule  is a selected  quarterly  financial  data for the
     transition period ended September 30, 2002:

<TABLE>
<CAPTION>
                             FIRST          SECOND         THIRD       SEPTEMBER 30,
                            QUARTER        QUARTER        QUARTER          2002
                          ------------   ------------   ------------   ------------
<S>                       <C>            <C>            <C>            <C>
     Revenues             $  3,429,547   $  3,043,778   $  3,253,556   $  9,726,881
     Expenses                   62,405         79,099        301,055        442,559
                          ------------   ------------   ------------   ------------
     Net income           $  3,367,142   $  2,964,679   $  2,952,501   $  9,284,322
                          ============   ============   ============   ============
     Net income
       allocated
       to members per
       weighted average
       membership units   $        .33   $        .29   $        .30   $        .92
                          ============   ============   ============   ============
     Weighted average
       membership units    101,460,234     10,230,168      9,978,772     10,142,982
                          ============   ============   ============   ============
</TABLE>

     The following schedule is a selected quarterly  financial data for the year
     ended December 31, 2001:

<TABLE>
<CAPTION>
                             FIRST          SECOND         THIRD          FOURTH
                            QUARTER        QUARTER        QUARTER        QUARTER          YEAR
                          ------------   ------------   ------------   ------------   ------------
<S>                       <C>            <C>            <C>            <C>            <C>
     Revenues             $  1,776,242   $  2,945,534   $  3,418,466   $  3,424,519   $ 11,564,761
     Expenses                   28,309         24,870             93        123,634        176,906
                          ------------   ------------   ------------   ------------   ------------
     Net income           $ 1,747,933    $ 2,920,664    $  3,418,373   $  3,300,885   $ 11,387,855
                          ============   ============   ============   ============   ============
     Net income
       allocated
       to members per
       weighted average
       membership units   $        .34   $        .34   $        .34   $        .32   $       1.34
                          ============   ============   ============   ============   ============
     Weighted average
       membership units      5,089,337      8,626,200     10,160,200     10,232,787      8,519,804
                          ============   ============   ============   ============   ============
</TABLE>

                                      F-15
<PAGE>
                               VESTIN FUND I, LLC

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002


NOTE K - SUBSEQUENT EVENTS

     During  November  2002,  the Company  foreclosed  on three  loans  totaling
     $10,509,117  and took  title to the  collateral  which  consists  of a golf
     course and raw land in Mesquite,  Nevada.  Upon  foreclosure,  the carrying
     value of the golf course loan exceeded the appraised  value of the property
     by $3,084,000. Therefore, in December 2002, the Company acquired $3,084,000
     in  investments  in  mortgage  loans,  which are in  default  but  payments
     currently  performing,  from  the  Company's  Manager  in  exchange  for an
     assignment  of any judgment  related to the personal  guarantee  associated
     with the golf course loan. No gain or loss was realized on the transaction,
     and all loans  assigned  to the Company  were  current  and  performing  in
     accordance  with  all  contractual  terms.  Management  has  evaluated  the
     collateral and the exchange of the personal guarantee,  and does not expect
     to incur any losses on these properties.

                                      F-16
<PAGE>




















                            SUPPLEMENTARY INFORMATION




















                                      F-17
<PAGE>
                                                                      SCHEDULE I

                               Vestin Fund I, LLC

                          MORTGAGE LOANS ON REAL ESTATE
                            MORTGAGE LOAN ROLLFORWARD


BALANCE, SEPTEMBER 1, 2000                                          $         --
     Additions during the period
          New mortgage loans                                          39,376,619
     Deductions during the period
          Collections of principal
          Mortgage loans sold                                                 --
                                                                    ------------
                                                                              --
                                                                    ------------
BALANCE, DECEMBER 31, 2000                                            39,376,619
     Additions during the period
          New mortgage loans                                         136,896,686
     Deductions during the period
          Collections of principal                                    25,669,492
          Mortgage loans sold                                         53,375,657
                                                                    ------------
                                                                      79,045,149
                                                                    ------------
BALANCE, DECEMBER 31, 2001                                            97,228,156
     Additions during the period
          New mortgage loans                                          40,070,662
          Mortgage loans bought                                           60,000
     Deductions during the period
          Collections of principal                                    33,438,414
          Mortgage loans foreclosed on                                 1,541,258
          Mortgage loans sold                                         11,187,838
                                                                    ------------
                                                                      46,167,510
                                                                    ------------

BALANCE, SEPTEMBER 30, 2002                                         $ 91,191,308
                                                                    ============

                                      F-18
<PAGE>
                                                                     SCHEDULE II

                               Vestin Fund I, LLC

                          MORTGAGE LOANS ON REAL ESTATE
                       MORTGAGE LOANS BY TYPE OF PROPERTY

As of September 30, 2002:

<TABLE>
<CAPTION>
                                                                                                    AMOUNT
                                               FACE AMOUNT OF   CARRYING AMOUNT     MATURITY      SUBJECT TO
      TYPE OF PROPERTY        INTEREST RATE       MORTGAGE        OF MORTGAGE         DATE        DELINQUENCY
      ----------------        -------------     ------------      ------------     ----------     -----------
<S>                           <C>               <C>               <C>              <C>            <C>
Commercial                         10%-17%      $151,206,092      $ 28,181,705      9/02-7/03     $        --
Construction                    12%-15.75%      $ 85,270,644      $ 26,241,223      6/02-6/04     $ 7,260,989
Acquisition and Development        12%-17%      $ 68,618,381      $ 17,379,074      2/02-9/03     $ 4,405,632
Land                            10%-14.75%      $ 21,630,500      $ 10,260,281     10-02-6/03     $        --
Bridge                           12.5%-14%      $ 20,061,996      $  9,129,025     11/02-9/03     $        --
</TABLE>

As of December 31, 2001:

<TABLE>
<CAPTION>
                                                                                                    AMOUNT
                                               FACE AMOUNT OF   CARRYING AMOUNT     MATURITY      SUBJECT TO
      TYPE OF PROPERTY        INTEREST RATE       MORTGAGE        OF MORTGAGE         DATE        DELINQUENCY
      ----------------        -------------     ------------      ------------     ----------     -----------
<S>                           <C>               <C>               <C>              <C>            <C>
Commercial                         10%-15%      $ 98,262,200      $ 24,158,627      3/02-6/06     $        --
Construction                       14%-15%      $ 53,700,000      $ 26,184,197     12/01-8/02     $        --
Acquisition and Development        13%-16%      $ 62,760,043      $ 23,874,908     2/02-12/02     $        --
Land                                   14%      $ 15,000,000      $  7,000,000           4/02     $        --
Bridge                                 14%      $ 41,700,000      $ 13,013,056      6/01-3/02     $        --
Residential                         8%-14%      $  3,640,000      $  2,997,368      5/02-6/05     $        --
</TABLE>

                                      F-19
<PAGE>
                                                                    SCHEDULE III

                               Vestin Fund I, LLC

                          MORTGAGE LOANS ON REAL ESTATE
                         MORTGAGE LOANS BY LIEN POSITION

As of September 30, 2002:

<TABLE>
<CAPTION>
                          FACE AMOUNT OF                    CARRYING AMOUNT                    AMOUNT SUBJECT
LIEN POSITION                MORTGAGE      INTEREST RATE      OF MORTGAGE     MATURITY DATE    TO DELINQUENCY
-------------              ------------    -------------     ------------     -------------    --------------
<S>                        <C>             <C>               <C>              <C>              <C>
1st                        $335,984,301         10%-17%      $ 91,180,814      10/01-10/03      $ 11,666,621
2nd                        $ 10,803,312      14%-14.75%      $     10,494        1/02-6/02      $         --
</TABLE>

As of December 31, 2001:

<TABLE>
<CAPTION>
                          FACE AMOUNT OF                    CARRYING AMOUNT                    AMOUNT SUBJECT
LIEN POSITION                MORTGAGE      INTEREST RATE      OF MORTGAGE     MATURITY DATE    TO DELINQUENCY
-------------              ------------    -------------     ------------     -------------    --------------
<S>                        <C>             <C>               <C>              <C>              <C>
1st                        $275,062,243          8%-16%        97,228,156        6/01-6/06      $         --
2nd                        $         --              --                --               --      $         --
</TABLE>

                                      F-20
<PAGE>
                                                                     SCHEDULE IV

                               Vestin Fund I, LLC

                          MORTGAGE LOANS ON REAL ESTATE
                    MORTGAGE LOANS THAT EXCEED THREE PERCENT
                                OF THE PORTFOLIO

As of September 30, 2002:

<TABLE>
<CAPTION>
                                                                                                    AMOUNT
                       INTEREST                      LIEN      FACE AMOUNT OF   CARRYING AMOUNT   SUBJECT TO
DESCRIPTION OF LOAN      RATE     MATURITY DATE    POSITION       MORTGAGE        OF MORTGAGE     DELINQUENCY
-------------------      ----     -------------    --------     ------------      -----------     -----------
<S>                     <C>       <C>              <C>          <C>               <C>             <C>
Acquisition and
Development             15.50%         2/02           1st       $  7,232,712      $  2,774,412    $ 2,774,412

Acquisition and
Development             14.00%         2/02           1st       $  6,999,043      $  3,369,009             --

Land                    14.00%         10/02          1st       $ 12,500,000      $  4,500,000             --

Construction            14.50%         6/04           1st       $ 17,201,520      $ 11,674,035             --

Construction            14.00%         6/02           1st       $  9,998,926      $  6,103,484    $ 6,103,484

Commercial              14.00%         11/02          1st       $ 49,379,591      $  6,650,000             --

Bridge                  14.00%         11/02          1st       $ 11,500,000      $  7,145,803             --

Acquisition and
Development             13.00%         10/02          1st       $  7,097,517      $  3,082,017             --

Commercial              12.50%         3/03           1st       $ 20,000,000      $  2,800,000             --

Commercial              13.00%         11/03          1st       $ 29,000,000      $  9,579,582             --

Construction            13.50%         5/03           1st       $ 18,129,043      $  3,050,000             --
</TABLE>

As of December 31, 2001:

<TABLE>
<CAPTION>
                                                                                                    AMOUNT
                       INTEREST                      LIEN      FACE AMOUNT OF   CARRYING AMOUNT   SUBJECT TO
DESCRIPTION OF LOAN      RATE     MATURITY DATE    POSITION       MORTGAGE        OF MORTGAGE     DELINQUENCY
-------------------      ----     -------------    --------     ------------      -----------     -----------
<S>                     <C>       <C>              <C>          <C>               <C>             <C>
Construction            14.00%         3/02           1st       $ 17,500,000      $ 10,940,085             --

Commercial              14.00%         11/02          1st       $ 45,000,000      $  9,650,000             --

Bridge                  14.00%         1/02           1st       $ 11,500,000      $  7,145,808             --

Acquisition and
Development             13.00%         9/02           1st       $ 18,000,000      $  6,963,911             --

Construction            15.00%         2/02           1st       $ 14,000,000      $  6,457,865             --

Construction            14.00%         6/02           1st       $ 10,000,000      $  6,103,484             --

Commercial              14.00%         3/02           1st       $  9,000,000      $  6,000,000             --

Acquisition and
Development             14.00%         2/02           1st       $  7,000,000      $  4,982,438             --

Land                    14.00%         4/02           1st       $ 12,500,000      $  4,500,000             --

Acquisition and
Development             14.00%         4/02           1st       $  5,325,000      $  3,938,394             --

Bridge                  14.00%         6/01           1st       $  3,700,000      $  3,345,000             --
</TABLE>

                                      F-21
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

Effective April 18, 2002, we replaced Grant Thornton LLP with Ernst and Young as
our independent  auditors.  During the period from January 1, 2002 through April
18, 2002, there were no disagreements  with Grant Thornton LLP on any matters of
accounting principles or practices,  financial statement disclosure, or auditing
scope  and  procedures  which,  if not  resolved  to the  satisfaction  of Grant
Thornton  LLP would have caused  Grant  Thornton  LLP to make  reference  to the
matter in their report.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

     The Company does not have any directors or officers. The Company is managed
by Vestin  Mortgage.  Vestin  Mortgage is a  wholly-owned  subsidiary  of Vestin
Group, Inc., a Delaware corporation,  whose common stock is publicly held and is
traded on the Nasdaq  National  Market  under the  symbol  "VSTN."  Through  its
subsidiaries,  Vestin Group,  Inc. is engaged in asset  management,  real estate
lending and other financial services.

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

             NAME               AGE                   TITLE
             ----               ---                   -----
     Stephen J. Byrne            45     Chief Executive Officer and Director
     Lance K. Bradford           36     Chief Financial Officer, Treasurer,
                                        Secretary and Director
     Peggy S. May                33     President
     Stephen A. Schneider        55     Vice President
     Michael V. Shustek          43     Director

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:

Stephen J. Byrne has been the Chief Executive Officer of Vestin Mortgage and the
Chief Operations  Officer of Vestin Group since January 2001. Mr. Byrne has also
been a director of Vestin  Mortgage  since 1997 and of Vestin  Group 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 Vestin
Group.  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.

Lance K. Bradford has been the Chief Financial Officer, Treasurer, Secretary and
a director of Vestin  Mortgage since April 1999.  Since April 1999, Mr. Bradford
has been the President,  Treasurer, and a director of Vestin Group. Mr. Bradford
was the Chief  Financial  Officer of Vestin  Group from April 1999 to  September
2002. From 1999 to 2000, Mr. Bradford was also the Corporate Secretary of Vestin
Group.  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.

Peggy S. May has been with Vestin Group 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.

                                       17
<PAGE>
Stephen A.  Schneider has been Vice  President of Vestin  Mortgage since January
2001.  From July 2000 to December  2000, Mr.  Schneider was the Chief  Operation
Officer of Vestin Group. 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.  Shustek has been a director of Vestin  Mortgage  and Chairman of the
Board of Directors, Chief Executive Officer and a director of Vestin Group 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.

On March 26,  1999,  Del Mar  Mortgage,  a company  controlled  by Mr.  Shustek,
entered into a stipulated  court order (the  "Order")  with the State of Nevada,
Department  of Business  and  Industry,  Financial  Institutions  Division  (the
"Division")   resolving  a  dispute   regarding  Del  Mar   Mortgage's   alleged
noncompliance  with various Nevada  regulatory  statutes.  Without admitting any
facts,  and solely to settle these  matters,  Del Mar Mortgage  agreed to assure
compliance  with  applicable  Nevada  law in  its  advertising  solicitation  of
mortgage  borrowers  and in its making and servicing of mortgage  loans.  Vestin
Group and Vestin Mortgage, as successors to the mortgage company business of Del
Mar Mortgage,  agreed to adhere to the terms of the Order. Del Mar Mortgage paid
the Division an aggregate of $50,000 to cover the  Division's  costs.  The Order
contained no findings of wrongful conduct by Del Mar Mortgage.

ITEM 11. EXECUTIVE COMPENSATION

Not Applicable.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

No person or entity owns beneficially more than 5% of the ownership interests in
us. Our  Manager  owns  approximately  110,000  Units or 1% of our capital as of
September 30, 2002.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

TRANSACTIONS WITH MANAGEMENT AND OTHERS

MANAGEMENT FEE

Our Manager is entitled to receive from us a management fee of up to 0.25% on an
annual basis of the aggregate capital contribution, paid monthly in arrears. The
amount of  management  fees  incurred  but not yet paid to our  Manager  for the
transition  period  ended  September  30, 2002 and year ended  December 31, 2001
approximated $186,781 and $130,851, respectively.

AMOUNT DUE TO THE MANAGER

As  of  September   30,  2002  and  December  31,  2001,  we  owed  our  Manager
approximately $430,447 and $66,525,  respectively,  for expenses advanced on our
behalf,  and unpaid management fees and distributions due related to Units owned
by our Manager.

FEES PAID BY BORROWERS

Our Manager receives fees upon loan origination for acting as a broker for which
it  generally  charges  loan  origination  fees  of  approximately  2-6%  of the
principal  amount of each  mortgage  investment  made during the year as well as
nominal fees for evaluating and processing  each loan. Our Manager also receives
nominal fees in  consideration  for servicing  each loan during the loan term as
well as loan  extension  fees of 2-5% of the  outstanding  principal of extended
loans as permitted by local law and local market conditions.

                                       18
<PAGE>
a. For the nine months ended  September 30, 2002 and the year ended December 31,
2001, our Manager earned loan brokerage and  origination  fees paid by borrowers
for  loans  funded  by us in the  amount  of  $1.4  million  and  $3.4  million,
respectively.

b. For the nine months ended  September 30, 2002 and the year ended December 31,
2001,  our Manager  earned loan  extension  fees paid by the borrowers for loans
funded by us in the amount of approximately $400,000 and $600,000, respectively.

OTHER TRANSACTIONS WITH AFFILIATES

During the  transition  period ended  September  30,  2002,  Vestin Fund I, LLC,
bought  $60,000 in mortgage  loans from a related  party,  and sold to a related
party a total of $914,973 in mortgage loans.

During the  transition  period  ended  September  30,  2002,  the  Company  sold
$1,815,000  in  mortgage  loans to Vestin  Fund II,  LLC which is managed by our
Company's  Manager at their  historical  cost  pursuant to Section  4.4.1 of the
Company's Operating Agreement.

SHORT-TERM INSTRUMENT IN LTD, INC.

As of December 31, 2001, the Company had an amount totaling $550,000 invested in
certificates  of LTD,  Inc.,  an  investment  fund owned by the Chief  Executive
Officer  of  Vestin  Group,  Inc.  LTD,  Inc.  is an  investment  fund  offering
2001-Prime Plus One Certificates ("Certificate"),  earning 5.75% at December 31,
2001. The terms of the  Certificates  provide the subscriber  repayment of their
funds in full or in part upon a thirty (30) day written request.  In March 2002,
the Company liquidated its investment in these certificates resulting in no gain
or loss. The Certificates  were recorded on the balance sheet as of December 31,
2001 as short-term investments - related party.

                                       19
<PAGE>
                                     PART IV

ITEM 14. CONTROL AND PROCEDURES

The Company has evaluated the  effectiveness  of the design and operation of its
disclosure  controls  and  procedures  as of a date  within 90 days prior to the
filing of this  transition  report on Form 10-K (the  "Evaluation  Date").  Such
evaluation was conducted under the supervision and with the participation of the
Chief  Executive  Officer  ("CEO") and the Chief  Financial  Officer  ("CFO") of
Vestin Mortgage,  Inc., the Company's Manager, who function as the equivalent of
the CEO and CFO of the Company.  Based upon such  evaluation,  the Company's CEO
and CFO have concluded that, as of the Evaluation Date, the Company's disclosure
controls and procedures were effective.  There have been no significant  changes
in the Company's  internal  controls or other  factors that could  significantly
affect these controls subsequent to the date of their most recent evaluation.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

                                  EXHIBIT INDEX

     EXHIBIT NO.             DESCRIPTION OF EXHIBITS
     -----------             -----------------------
       3.1(1)       Articles of Organization(1)
       10           Amended and Restated Operating Agreement(2)

----------
(1)  Incorporated  herein by reference to our S-11 Registration  Statement filed
     on December 21, 2000.
(2)  Incorporated   herein  by  reference  to  Amendment   No.  2  to  our  S-11
     Registration Statement filed on July 3, 2002.

                               REPORTS ON FORM 8-K

Current  Reports on Form 8-K filed  with the  Commission  on April 25,  2002 and
April 29, 2002, which report the following items:

     (i)  Item 4 -- Changes in Registrant's Certifying Accountant; and

     (ii) Item 7 -- Exhibits.

Current  Report on Form 8-K filed with the  Commission  on June 24, 2002,  which
reports the following item:

     Item 8 -- Change in Fiscal Year.

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned thereunto duly authorized.


                                     Vestin Fund I, LLC


                                     By: Vestin Mortgage, Inc., its sole Manager


                                     By: /s/ Stephen J. Byrne
                                         Stephen J. Byrne
                                         Chief Executive Officer and Director
                                         (Principal Officer of the Manager)


                                     By: /s/ Lance K. Bradford
                                         Lance K. Bradford
                                         Chief Financial Officer of the Manager

Dated: December 27, 2002

                                       20
<PAGE>
                                 CERTIFICATIONS

I, Stephen J. Byrne, certify that:

1. I have reviewed this transition report on Form 10-K of Vestin Fund I, LLC;

2. Based on my  knowledge,  this  transition  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading  with respect to the period covered by this transition
report; and

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this transition report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this transition report.

Date: December 27, 2002

/s/ Stephen J. Byrne
Stephen J. Byrne*
Chief Executive Officer
of Vestin Mortgage, Inc., Manager of the Registrant

* Stephen J. Byrne functions as the equivalent of the chief executive officer of
the Registrant for purposes of Rule 13a-14 under the Securities  Exchange Act of
1934.

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

I, Lance K. Bradford, certify that:

1. I have reviewed this transition report on Form 10-K of Vestin Fund I, LLC;

2. Based on my  knowledge,  this  transition  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading  with respect to the period covered by this transition
report; and

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this transition report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this transition report.

Date: December 27, 2002

/s/ Lance K. Bradford
Lance K. Bradford*
Chief Financial Officer
of Vestin Mortgage, Inc., Manager of the Registrant

* Lance K. Bradford  functions as the equivalent of the chief financial  officer
of the Registrant for purposes of Rule 13a-14 under the Securities  Exchange Act
of 1934.

                                       21
<PAGE>
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350

Stephen J. Byrne, as Chief Executive Officer of Vestin Mortgage,  Inc., the sole
Manager of Vestin  Fund I, LLC (the  "Registrant"),  and Lance K.  Bradford,  as
Chief Financial Officer of Vestin Mortgage, Inc., hereby certify, pursuant to 18
U.S.C.ss.1350, that

     (1)  the  Registrant's  Transition  Report on Form 10-K for the  transition
          period ended  September  30, 2002,  as filed with the  Securities  and
          Exchange Commission on the date hereof (the "Report"),  fully complies
          with the applicable  requirements of Section 13(a) or Section 15(d) of
          the Securities Exchange Act of 1934; and

     (2)  the  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Registrant.


Dated: December 27, 2002                /s/ Stephen J. Byrne
                                        ----------------------------------------
                                        Stephen J. Byrne*
                                        Chief Executive Officer
                                        of Vestin Mortgage, Inc., Manager of the
                                        Registrant

Dated: December 27, 2002                /s/ Lance K. Bradford
                                        ----------------------------------------
                                        Lance K. Bradford*
                                        Chief Financial Officer
                                        of Vestin Mortgage, Inc., Manager of the
                                        Registrant

*  Stephen  J.  Byrne  and  Lance K.  Bradford  function,  respectively,  as the
equivalent of the chief  executive  officer and chief  financial  officer of the
Registrant for purposes of 18 U.S.C. Section 1350.

                                       22