UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the ~~Securities Exchange Act of 1934~~

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported) January 6, 2005~~1934

Date of Report (Date of earliest event reported) January 25, 2005

VESTIN GROUP, INC.

(Exact name of registrant as specified in charter)

Delaware	000-24803	52-2102142
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
8379 West Sunset Road Las Vegas, Nevada		89113
(Address of principal executive offices)		(Zip Code)


8379 West Sunset Road
Las Vegas, Nevada		89113

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (702) 227-0965

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


ITEM 3.01	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

AsOn ~~a result of the closing on~~ January 525, 2005 ~~of the previously disclosed transaction with Planned Licensing~~, ~~Inc., Joseph Namath and James Walsh,~~ Vestin Group, Inc. (the “Company”) ~~has~~received ~~less~~a letter from Nasdaq stating ~~than~~that ~~500,000~~the Company’s common shares ~~outstanding~~will ~~held~~be bydelisted ~~non-affiliates.~~from The ~~Company~~Nasdaq ~~was~~SmallCap ~~advised~~Market byeffective ~~NASDAQ~~at onthe ~~January 7,~~opening ~~2005~~of ~~that~~business iton noFebruary 3, ~~longer~~2005. ~~meets~~The ~~the~~proposed ~~publicly~~delisting ~~held~~is ~~shares~~based ~~requirement~~upon ~~for~~the ~~continued~~Nasdaq ~~listing~~Staff’s ondetermination that the ~~NASDAQ~~Company ~~SmallCap~~does ~~Market.~~not ~~The~~meet ~~Company~~the ~~plans~~minimum topublicly ~~have~~held ~~its~~ shares ~~quoted~~requirement for continued inclusion on ~~the~~The ~~OTC~~Nasdaq ~~Bulletin Board~~SmallCap Market.

~~ITEM~~ An 8application has been filed to include the Company’s common shares for quotation on the OTC Bulletin Board (“OTCBB”).~~01.~~ ~~Other~~While ~~Events~~no assurance can be given, the application seeks to have the common shares approved for quotation on the OTCBB by February 2, 2005.

As previously disclosed, the staff of the Pacific Regional Office of the Securities and Exchange Commission (“SEC”) has been conducting an informal inquiry into certain matters related to the Company, Vestin Fund I, LLC (“Fund I”), Vestin Fund II, LLC (“Fund II”), and Vestin Fund III, LLC (together with Fund I and Fund II, the “Funds”). The Company has fully cooperated during the course of the informal inquiry. On January 6, 2005 the Company received from the SEC an “Order Directing Private Investigation and Designating Officers to Take Testimony” which appears to focus on the financial reporting of the Funds. The Company intends to continue to cooperate fully in this matter and believes that it has complied with SEC disclosure requirements. The Company cannot predict the outcome of this matter.

SIGNATURE

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

	Vestin Group, Inc., a Delaware corporation
Date: January 7, 2005	By:	/s/ MICHAEL V. SHUSTEK
	By:	/s/ JOHN W. ALDERFER
		Michael V. Shustek
Date: January 31, 2005		John W. Alderfer
		Chief Executive Officer
		Chief Financial Officer

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