-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mv6Lionh9T203zfEjYVv2+G1cwut7OxmyRhz2j24BuU2TD4riZw+aNY6cfj8Y3PW /lVl+crzTm43Mtprl2+Blw== 0001144204-05-001444.txt : 20050118 0001144204-05-001444.hdr.sgml : 20050117 20050118153757 ACCESSION NUMBER: 0001144204-05-001444 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050118 DATE AS OF CHANGE: 20050118 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VESTIN GROUP INC CENTRAL INDEX KEY: 0001068132 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 522102142 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-56145 FILM NUMBER: 05533708 BUSINESS ADDRESS: STREET 1: 8379 WEST SUNSET ROAD CITY: LAS VEGAS STATE: NV ZIP: 89113 BUSINESS PHONE: 7022270965 MAIL ADDRESS: STREET 1: 8379 WEST SUNSET ROAD CITY: LAS VEGAS STATE: NV ZIP: 89113 FORMER COMPANY: FORMER CONFORMED NAME: SUNDERLAND CORP DATE OF NAME CHANGE: 19990517 FORMER COMPANY: FORMER CONFORMED NAME: SUNDERLAND ACQUISITION CORP DATE OF NAME CHANGE: 19980813 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PLANNED LICENSING INC CENTRAL INDEX KEY: 0001314625 IRS NUMBER: 132747008 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: JAMES C WALSH STREET 2: 300 EAST 51ST CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-688-6310 MAIL ADDRESS: STREET 1: JAMES C WALSH STREET 2: 300 EAST 51ST CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 v11362_13d.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No.: __) VESTIN GROUP, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 867281107 (CUSIP Number) JAMES WALSH, ESQ. PLANNED LICENSING, INC. 200 EAST 51st STREET, APT 11A NEW YORK, NEW YORK 10022 (Name Address and Telephone Number of Person Authorized to Receive Notices and Communications) JANUARY 3, 2005 (Date of Event which Requires Filing of this Statement) If filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note. Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided on a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however see the Notes) SCHEDULE 13D CUSIP No.: 867281107 1 Name of Reporting Person - I.R.S. Identification No. of Above Person PLANNED LICENSING, INC. - 13-2747008 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER Number of 400,000 Shares ---------------------------------------------------- Beneficially 8 SHARED VOTING POWER Owned by None Each ---------------------------------------------------- Reporting Person 9 SOLE DISPOSITIVE POWER With 400,000 ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER None - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 400,000 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THAT AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES _ _ _ _ - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.2% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- 10 ITEM 1. SECURITY AND ISSUER The class of securities to which this statement relates in the common stock, $0.001 par value (the "Common Stock") of Vestin Group. Inc., 2901 El Camino Avenue, Las Vegas, Nevada 89102 ITEM 2. IDENTITY AND BACKGROUND (a) This statement is filed by Planned Licensing, Inc. (the "Reporting Person") with respect to shares directly owned by it. Any disclosures herein with respect to persons other than the Reporting Person is made on information and belief after making inquiry to the appropriate party. (b) The business address of Planned Licensing, Inc. is 300 East 51st Street, Apt 11a, New York, New York 10022 (c) No officer, director or shareholder of the Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (d) Neither the Reporting Person, nor, to the best of its knowledge, any of its directors, executive officers, general partners or members has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The shares of common stock are being disposed by the Reporting Person and acquired by the Issuer pursuant to an Agreement January 3, 2005, whereby the Issuer agreed to pay to the Reporting Person the sum of One Million Six Hundred Thousand Dollars ($1,600,000). Pursuant to the Promissory Note, of the same date, between the same parties, payment, including interest at the rate of 8%, shall be payable on the 29th day of each month, until December 29, 2005. ITEM 4. PURPOSE OF TRANSACTION The Reporting Person has disposed of the shares, as a part of a larger transaction whereby certain other rights and obligation are being terminated, including a License Agreement between the Issuer and Joe Namath, and the termination of certain warrants issued to the Reporting Person. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Aggregate Number and Percentage of Securities. The Reporting Person is the beneficial owner of 400,000 shares of Common Stock of the Issuer, representing approximately 15.2% of the Issuer's common stock (based upon 2,628,972 shares of common stock outstanding at September 30, 2004). (b) Power to Vote and Dispose. The Reporting Person has sole voting and dispositive power over the 400,000 shares beneficially owned by the Reporting Person. (c) Transactions Within the Past 60 Days. Except as noted herein, the Reporting Person has not effected any other transactions in the Issuer's securities, including shares of the Issuer's common stock, within sixty (60) days preceding the date hereof. (d) Certain Rights of Other Persons. Not Applicable (e) Date Ceased to be a 5% Owner. January 3, 2005 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Not Applicable ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Agreement, Dated January 3, 2005 (1) Promissory Note, dated January 3, 2005 (1) Stock Pledge Agreement, dated January 3, 2005 (1) (1) Filed as Exhibits to Form 8-K, filed by the Issuer on January 3, 2005 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated as of January 17, 2005 Planned Licensing, inc. /s/ James Walsh -------------------------- By: James Walsh, Esq. President -----END PRIVACY-ENHANCED MESSAGE-----