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) December 3, 2004~~1934

Date of Report (Date of earliest event reported) December 28, 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



8379 West Sunset Boulevard
Las Vegas, Nevada		89113

(Address of principal executive offices)		(Zip Code)

(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))

TABLE OF CONTENTS

	ITEMS 1.01 and 3.01. Entry Into a Material Definitive Agreement; Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
	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
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3

ITEMS 1.01 and 3.01. Entry Into a Material Definitive Agreement; Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Vestin Group, Inc. (the “Company”) has entered into an agreement with Planned Licensing, Inc, a Nevada corporation (“PLI”), Joseph Namath (“Namath”) and James Walsh (“Walsh”) whereby the parties have agreed as follows: (i) the Company will purchase the 400,000 shares (800,000 shares pre split) of the Company’s common stock, par value .0001 per share (the “Shares”) currently held by Namath and Walsh and originally issued to PLI on July 12, 2004 upon the exercise by PLI of the warrant issued on January 10, 2001, (ii) PLI’s warrant dated January 10, 2001 to purchase 200,000 shares (400,000 shares pre split) of the Company’s common stock at $9.20 per share ($4.60 per share pre split) will be terminated, (iii) the license agreement dated January 10, 2001 (the “License Agreement”) by and between the Company and PLI will be terminated, subject to the continuation of certain insurance obligations and indemnification obligations and (iv) the parties will mutually release each other from liability in connection with the License Agreement. In consideration for the foregoing, the Company has agreed to pay the sum of One Million Six Hundred Thousand Dollars ($1,600,000.00). The transaction is scheduled to close on January 5, 2005.

The cash consideration is being borrowed by the Company from Shustek Investments, Inc., a Nevada corporation wholly owned by the Company’s Chairman, Chief Executive Officer, President and majority stockholder, Michael Shustek. The terms of the loan are monthly payment of interest only at the rate of eight percent (8%) per annum with the entire principal balance due one year from the execution of the promissory note. The loan is secured by a stock pledge of the Shares.

Following the purchase of the Shares the Company will have less than 500,000 shares of common stock outstanding held by non-affiliates. This will result in the Company no longer meeting the public float requirement of the NASDAQ SmallCap Market. The Company plans to apply for listing on the OTC Bulletin Board.

The Company believes the transaction and the purchase of the Shares is beneficial to the Company’s stockholders because (i) it eliminates the threat of a lawsuit from PLI, Namath and Walsh related to the termination of Namath’s services under the License Agreement and (ii) due to the thinly traded nature of the Company’s common stock, there is a substantial risk that any effort by Namath or Walsh to sell their Shares would depress the Company’s stock price.

ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On December 328, 2004, ~~Vestin~~David ~~Group,~~Chavez ~~Inc.~~resigned (from the ~~“Registrant”)~~Board ~~announced~~of ~~that~~Directors of the Company and ~~John~~from ~~Alderfer~~the ~~will~~Company’s ~~assume~~Audit Committee. Mr. Chavez indicated that due to the ~~responsibilities~~time demands of ~~chief~~his accounting ~~financial~~practice ~~officer~~he ~~and~~does not have sufficient time to devote to the Company’s business. Fredrick ~~treasurer~~J. Zaffarese Leavitt, a certified public accountant and a current member of the ~~Registrant~~Board of Directors and the Audit Committee, ~~succeeding~~will ~~Lance~~replace ~~Bradford~~Mr. Chavez ~~effective~~as ~~January~~Chairman of the Audit Committee. There were no disagreements between the Company and Mr. 1,Chavez on any matter relating to the Company’s ~~2005~~operations, policies or practices.

Mr. Alderfer,Table 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. Contents

There is no family relationship between Mr. 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.

A copy of the press release issued by the Registrant on December 3, 2004 concerning the foregoing matter is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits.

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

Exhibit
Exhibit Number		Description of Exhibit
Number		Description of Exhibit
10.1		Agreement, dated January 3, 2005, by and among Vestin Group, Inc., James Walsh, Joseph Namath and Planned Licensing, Inc.
99.1		Press Release of Registrant, dated December 3, 2004, reporting the Registrant’s appointment of its new chief financial officer.
10.2		Promissory Note, dated December 29, 2004, issued by Vestin Group, Inc. in favor of Shustek Investments, Inc. in the amount of $1.6 million.
10.3		Stock Pledge Agreement, dated December 29, 2004, by and between Vestin Group, Inc. and Shustek Investments, Inc.

SIGNATURE

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

	Vestin Group, Inc.
		Vestin Group, Inc., a Delaware corporation
	By:	/s/ Michael V. Shustek
Date: January 3, 2005		By:	/s/ MICHAEL V. SHUSTEK
Date: December 7, 2004		Michael V. Shustek
			Michael V. Shustek Chief Executive Officer
		Chief Executive Officer

Exhibit Index

Exhibit
ExhibitNumber		Description of Exhibit
Number		Description of Exhibit
10.1		Agreement, dated January 3, 2005, by and among Vestin Group, Inc., James Walsh, Joseph Namath and Planned Licensing, Inc.
99.1		Press Release of Registrant, dated December 3, 2004, reporting the Registrant’s appointment of its new chief financial officer.
10.2		Promissory Note, dated December 29, 2004, issued by Vestin Group, Inc. in favor of Shustek Investments, Inc. in the amount of $1.6 million.
10.3		Stock Pledge Agreement, dated December 29, 2004, by and between Vestin Group, Inc. and Shustek Investments, Inc.

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