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
December 11, 2007
(Date of earliest event reported)
vFINANCE, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-11454-03 58-1974423
(State or Other Jurisdiction of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
3010 North Military Trail, Suite 300
Boca Raton, Florida 33431
(Address of Principal Executive Offices)
(561) 981-1000
(Registrant's telephone number, including area code)
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:
[ ] 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 4.02 Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review.
As previously described in vFinance, Inc.'s (the "Company") Annual Report
on Form 10-K for the year ended December 31, 2006, it was the Company's policy
to reduce the market value of trading securities and securities
available-for-sale, which are traded but restricted as to resale, held by the
Company by 25% to reflect this restriction.
On December 11, 2007, after discussions with the staff of the Securities
and Exchange Commission (the "SEC") with regard to the Company's Registration
Statement on Form S-1 filed with the SEC on November 13, 2006, as amended by
Amendment No. 1 to Form S-1 filed with the SEC on May 8, 2007 (as amended, the
"Registration Statement"), and after considering applicable accounting guidance
related to the valuation of restricted securities, the Chief Executive Officer
and Chief Financial Officer of the Company concluded that the 25% valuation
reduction is not consistent with generally accepted accounting principles in the
United States. As a result of this determination, the Company's financial
statements as of and for the years ended December 31, 2006, 2005, 2004 and 2003
will be restated to remove the effects of this policy and all related
disclosures.
As a result of the foregoing, the Company intends to file its Annual Report
on Form 10-K for the year ending December 31, 2007 with restated financial
statements and revised disclosures for the fiscal periods covered by that
report. The Company's Quarterly Reports on Form 10-Q for the quarterly periods
ending March 31, 2008, June 30, 2008 and September 30, 2008 will include
restated financial statements and revised disclosures for each corresponding
period in 2007. The Registration Statement will be amended to, among other
things, include restated financial statements and revised disclosures for
periods covered therein.
The Company estimates its adjustments to increase (decrease) revenues and
net (loss) income to be $81,000 for 2003, ($49,000) for 2004, $103,000 for 2005
and $15,000 for 2006. The Company estimates its 2007 quarterly adjustments to
increase (decrease) revenues and net (loss) income as $19,000 for the first
quarter, ($17,000) for the second quarter and ($24,000) for the third quarter of
2007
The Company's Chief Executive Officer and Chief Financial Officer have
discussed the foregoing with Sherb & Co., LLP, the Company's independent
auditors.
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SIGNATURE
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 hereunto duly authorized.
vFinance, Inc.
By: /s/ Leonard J. Sokolow
----------------------------
Name: Leonard J. Sokolow
Title: Chief Executive Officer
Date: December 12, 2007
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