UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

~~Washington,~~UNITED ~~D.C.~~STATES SECURITIES ~~20549~~AND EXCHANGE COMMISSION

~~FORM~~Washington, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K

~~Pursuant~~CURRENT ~~to Section 13 or 15(d) of the~~REPORT

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

Date of Report (Date of earliest event reported) ~~November~~December 53, 2004

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

~~Registrant’s~~(Address ~~telephone~~of ~~number,~~principal ~~including~~executive ~~area~~offices) ~~code~~ (~~702~~Zip Code) ~~227-0965~~

~~(Former~~Registrant’s ~~Name~~telephone ~~or Former Address~~number, ifincluding ~~Changed~~area ~~Since~~code ~~Last Report.~~(702) 227-0965

~~Check~~(Former ~~the~~Name ~~appropriate~~or ~~box~~Former ~~below~~Address, if ~~the~~Changed ~~Form~~Since ~~8-K~~Last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A~~Report.~~2. below~~):

oCheck ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to simultaneously ~~Rule~~satisfy ~~425~~the ~~under~~filing obligation of the ~~Securities~~registrant ~~Act~~under any of the following provisions (17see ~~CFR~~General ~~230~~Instruction A.~~425~~2. below):

o ~~Soliciting~~Written ~~material~~communications pursuant to Rule 425 ~~14a-12~~ under the Securities ~~Exchange~~ Act (17 CFR ~~240~~230.~~14a-12~~425)

o ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~14d~~ 14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

o Pre-commencement communications pursuant to Rule ~~13e~~ 14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

~~ITEM~~o ~~2.02.~~Pre-commencement ~~Results~~communications ofpursuant ~~Operations~~to ~~and~~Rule 13e-4(c) under ~~Financial~~the ~~Condition~~Exchange Act (17 CFR 240.13e-4(c))

OnTABLE ~~November 5,~~OF 2004, Vestin Group, Inc. (the “Registrant”) reported its financial results for the third quarter of 2004. A copy of the press release issued by the Registrant on November 5, 2004 concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. CONTENTS

In accordance with General Instruction B.2 of Form 8-K, the information in this Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless the Registrant specifically incorporates the foregoing information into those documents by reference.


	ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	ITEM 9.01. Financial Statements and Exhibits.
SIGNATURE
Exhibit Index
EXHIBIT 99.1

ATable copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Contents

ITEM 95.0102. ~~Financial~~Departure ~~Statements~~of ~~and~~Directors ~~Exhibits~~or Principal Officers; Election of Directors; Appointment of Principal Officers.

On December 3, 2004, Vestin Group, Inc. (athe “Registrant”) ~~Not~~ ~~applicable~~announced that John Alderfer will assume the responsibilities of chief financial officer and treasurer of the Registrant, succeeding Lance Bradford effective January 1, 2005.

~~(b)~~Mr. ~~Not~~Alderfer, ~~applicable~~who has previously served as chief financial officer of the Registrant from September 2002 until February 2004 when he retired, has remained as a consultant on special real estate projects. Mr. Alderfer received a severance package totaling $102,500 from the Registrant upon his retirement in February 2004 and has received $142,050 in consulting fees from the Registrant in 2004.

~~(c)~~There is no family relationship between Mr. ~~Exhibits~~Alderfer and any other director or executive officer of the Registrant nor are there arrangements between Mr. Alderfer and any other persons pursuant to which Mr. Alderfer was selected as chief financial officer and treasurer.

~~The~~ A ~~following~~copy ~~exhibit~~of the press release issued by the Registrant on December 3, 2004 concerning the foregoing matter is ~~furnished~~filed herewith as ~~part~~Exhibit 99.1 ofand ~~this~~is incorporated ~~report:~~herein by reference.

Exhibit
Number		Description of Exhibit
99.1		Press Release of Registrant, dated November 5, 2004, reporting the Registrant’s financial results for the third quarter of 2004 (furnished and not filed herewith solely pursuant to Item 2.02).

ITEM 9.01. Financial Statements and Exhibits.

~~SIGNATURE~~ (a) Not applicable. (b) Not applicable. (c) Exhibits. The following exhibit is furnished as part of this report:

Pursuant to the requirements 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.


Exhibit
Number		Description of Exhibit
99.1		Press Release of Registrant, dated December 3, 2004, reporting the Registrant’s appointment of its new chief financial officer.

	Vestin Group, Inc.
Date: November 5, 2004	By:	/s/ Lance Bradford
		Lance Bradford
		Chief Financial Officer

~~Exhibit Index~~SIGNATURE

Exhibit
Number		Description of Exhibit
99.1		Press Release of Registrant, dated November 5, 2004, reporting the Registrant’s financial results for the third quarter of 2004 (furnished and not filed herewith solely pursuant to Item 2.02).

Pursuant to the requirements 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 Group, Inc.
	By:	/s/ Michael V. Shustek
Date: December 7, 2004		Michael V. Shustek
		Chief Executive Officer

Exhibit Index


Exhibit
Number		Description of Exhibit
99.1		Press Release of Registrant, dated December 3, 2004, reporting the Registrant’s appointment of its new chief financial officer.

UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

ATable copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Contents

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