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 of Report (Date of earliest event reported) February 2, 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)

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):


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


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


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


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

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

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

On February 2, 2005, Vestin Group, Inc. (the “Company”) was notified that the NASD’s OTC Compliance Unit has requested further information regarding the application to include the Company’s common stock for quotation on the OTC Bulletin Board (“OTCBB”). Accordingly, the Company’s common stock will not be quoted on the OTCBB on February 2, 2005, and the Company can give no assurance as to if and when the application to the OTCBB will be approved.

As previously disclosed, the Company’s common stock will be delisted from The Nasdaq SmallCap Market effective at the opening of business on February 3, 2005.

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: February 3, 2005	By:	/s/ MICHAEL V. SHUSTEK
		Michael V. Shustek
		Chief Executive Officer

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VESTIN GROUP INC 8-K