February
22, 2008
Via
EDGAR
Division
of Corporation Finance
Securities
and Exchange Commission
100
F
Street, N.E.
Washington,
D.C.20549
| Re: |
vFinance,
Inc.
Withdrawal
of Registration
Statement on Form S-1
SEC
File No. 333-138658
|
Ladies
and Gentlemen:
In
accordance with Rule 477 of Regulation C promulgated under the Securities Act
of
1933, as amended (the “Securities Act”), vFinance, Inc., a Delaware corporation
(the “Company”), hereby respectfully requests the immediate withdrawal of the
Registration Statement on Form S-1 originally filed with the Securities and
Exchange Commission (the “Commission”) on November 13, 2006 (SEC File No.
333-138658), as amended (the “Registration Statement”).
The
Company is making this request because it is no longer obligated to register
the
shares covered by the Registration Statement pursuant to Section 2(a) of the
Registration Rights Agreement, dated January 10, 2006, as amended on May 11,
2006, between the Company and Sterling Financial Group of Companies, Inc.
(“Sterling”). No securities covered by the Registration Statement have been sold
by Sterling.
The
Company will appropriately address in future filings made with the Commission
the comments of the staff of the Commission (the “Staff”) set forth in the
Staff’s letter dated February 14, 2008.
We
appreciate your assistance and if the Staff has any questions regarding this
letter, please contact the undersigned at (561) 981-1007.
| |
Respectfully
submitted,
vFINANCE,
INC.
By:
/s/
Alan B. Levin
Alan
B. Levin
Chief
Financial Officer
|