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

                                November 13, 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)

                                 Not Applicable
          (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:



[ ]   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 the Company's Annual Report on Form 10-K for the
year ended  December 31, 2006, the Company  recorded  adjustments as a result of
comments from the staff of the  Securities  and Exchange  Commission  ("SEC") to
reclassify marketable securities received as compensation for investment banking
services from "trading securities" to "available-for-sale" securities, effective
January 1, 2002 as part of a restatement.  As a result of this reclassification,
non-cash  unrealized  gains and losses related to the  securities  classified as
available-for-sale were reclassified from the determination of net income (loss)
to accumulated other  comprehensive  income (loss), a component of stockholders'
equity.

     On November 12, 2007, after  reconsidering the adjustments to the financial
statements described in the previous paragraph,  management  determined that the
reclassification  originally  suggested  by the staff of the SEC should not have
been  made  and,  as a result,  the  Company  revised  the  previously  restated
financial statements as of and for the years ended December 31, 2006, 2005, 2004
and 2003. The Chief Financial  Officer of the Company  discussed the restatement
with the Company's  independent  auditors.  As a consequence of reverting to the
financial  statement  presentation used by the Company prior to the restatement,
securities  received as compensation  for investment  banking services have been
classified as "marketable securities" or "not readily marketable securities," as
appropriate,  with  realized and  unrealized  gains and losses  related to these
securities   included  in  the   determination  of  net  income  (loss)  in  the
consolidated statements of operations.

     As a result  of the  foregoing,  we intend to file our  December  31,  2007
Annual  Report on Form 10-K  with  restated  financial  statements  and  revised
disclosures for the fiscal periods covered by that report.

                                      -2-


     The specific effect of this revision on our annual consolidated statements
of operations for the years ended December 31, 2006, 2005, 2004 and 2003 will be
as follows:



Net Effect of Restatement Revision on Statements of Operations
(In thousands, except per share amounts)                   2006             2005             2004            2003
                                                      ---------------- ---------------- --------------- ---------------

                                                                                                
Net income (loss), as reported                             $ (2,133.5)      $   (999.6)      $ 2,414.8      $    320.4
Net effect of adjustments - decrease in Success
  fee revenue                                                   (56.8)          (244.5)         (170.7)         (123.6)
                                                      ---------------- ---------------- --------------- ---------------

Net income (loss), as restated                             $ (2,190.3)      $ (1,244.1)      $ 2,244.1      $    196.8
                                                      ================ ================ =============== ===============

Net income (loss) per share - basic, as reported           $    (0.04)      $    (0.02)      $    0.07      $     0.01
Net effect of adjustments                                  $        -       $    (0.01)      $       -      $        -
                                                      ---------------- ---------------- --------------- ---------------

Net income (loss) per share - basic, as restated           $    (0.04)      $    (0.03)      $    0.07      $     0.01
                                                      ================ ================ =============== ===============
Wt. avg. shares outstanding - basic                          48,714.8         40,049.7        33,773.3        26,609.1
                                                      ================ ================ =============== ===============

Net income (loss) per share - diluted, as reported         $    (0.04)      $    (0.02)      $    0.07      $     0.01
Net effect of adjustments                                  $        -       $    (0.01)      $   (0.01)     $        -
                                                      ---------------- ---------------- --------------- ---------------

Net income (loss) per share - diluted, as restated         $    (0.04)      $    (0.03)      $    0.06      $     0.01
                                                      ================ ================ =============== ===============
Wt. avg. shares outstanding - diluted                        48,714.8         40,049.7        35,840.2        29,963.4
                                                      ================ ================ =============== ===============


     The specific effect of this revision on our unaudited condensed
consolidated statements of operations for the quarterly periods ended March 31,
2007 and June 30, 2007 will be as follows:




Net Effect of Restatement Revision on Statements of Operations
(In thousands, except per share amounts)
                                                         3 mos. ended     3 mos. ended    6 mos. ended
                                                         March 31, 2007   June 30, 2007   June 30, 2007
                                                         (Unaudited)      (Unaudited)     (Unaudited)
                                                         --------------------------------------------

                                                                               
Net income (loss), as reported                               $     37.8     $  (129.9)  $      (92.1)
Net effect of adjustments - increase (decrease)
  in Success fee revenue                                            1.7         (97.1)         (95.4)
                                                         --------------- ------------- --------------

Net income (loss), as restated                               $     39.5     $  (227.0)  $     (187.5)
                                                         =============== ============= ==============

Net income (loss) per share - basic, as reported             $        -     $       -   $          -
Net effect of adjustments                                    $        -     $       -   $          -
                                                         --------------- ------------- --------------

Net income (loss) per share - basic, as restated             $        -     $       -   $          -
                                                         =============== ============= ==============
Wt. avg. shares outstanding - basic                            54,579.9      54,679.9       54,630.2
                                                         =============== ============= ==============

Net income (loss) per share - diluted, as reported           $        -     $       -   $          -
Net effect of adjustments                                    $        -     $       -   $          -
                                                         --------------- ------------- --------------

Net income (loss) per share - diluted, as restated           $        -     $       -   $          -
                                                         =============== ============= ==============
Wt. avg. shares outstanding - diluted, as reported             56,125.1      54,679.9       54,630.2
                                                         =============== ============= ==============



                                      -3-

     This revision will not affect our total shareholders' equity, but will
result in a reclassification of previously reported accumulated other
comprehensive loss to accumulated deficit in our consolidated statements of
financial condition and consolidated statements of shareholders' equity as
follows (in thousands):




                      Accumulated Deficit                                          Accumulated Other Comprehensive Loss
                  ------------------------------------------------------------  ----------------------------------------------------
                                    Current                                                   Current
                                    period       Cumulative                                   period        Cumulative
                                    effect of    effect of                                    effect of     effect of
                                    restate-     restate-                                     restate-      restate-       Restated
                                    ment         ment           Restated and         As       ment          ment             and
                  As reported       revision     revision       Revised           reported    revision      revision       Revised
                  --------------- ------------ ------------  -----------------  ------------ -----------   -----------  ------------

                                                                                                        
December 31, 2003    $ (23,431.2)     $(123.6)     $(170.5)       $ (23,601.7)      $(170.5)     $123.6       $ 170.5           $ -
December 31, 2004    $ (21,016.4)     $(170.7)     $(341.2)       $ (21,357.6)      $(341.2)     $170.7       $ 341.2           $ -
December 31, 2005    $ (22,016.0)     $(244.5)     $(585.7)       $ (22,601.7)      $(585.7)     $244.5       $ 585.7           $ -
December 31, 2006    $ (24,149.5)      $(56.8)     $(642.5)       $ (24,792.0)      $(642.5)     $ 56.8       $ 642.5           $ -
   March 31, 2007    $ (24,111.7)       $ 1.7      $(640.8)       $ (24,752.5)      $(640.8)     $ (1.7)      $ 640.8           $ -
    June 30, 2007    $ (24,241.6)      $(97.1)     $(737.9)       $ (24,979.5)      $(737.9)     $ 97.1       $ 737.9           $ -



     This revision will affect neither the net change in cash nor net cash
provided by (used in) financing activities in our consolidated statements of
cash flows. However, net cash provided by (used in) operating activities will
increase and net cash provided by (used in) investing activities will decrease
in our consolidated statements of cash flows as follows (in thousands):



                                                   Cash Provided by (Used in) Operating               Cash Provided by (Used in)
                                                                Activities                              Investing Activities
                                                   ---------------------------------------------------------------------------------
                                                                  Effect of                                   Effect of
                                                                   restate-      Restated                     restate-     Restated
                                                         As          ment          and             As           ment          and
                                                     reported      revision      Revised        Reported      revision      Revised
                                                   -------------  -----------  -------------  ------------  ------------  ----------
                                                                                                     
          For the six months ended June 30, 2007        $ 998.2        $47.2      $ 1,045.4        $ (6.1)       $(47.2)     $(53.3)
       For the three months ended March 31, 2007      $ 1,116.1        $12.7      $ 1,128.8       $ (10.2)       $(12.7)     $(22.9)

            For the year ended December 31, 2006        $ (55.6)      $426.5        $ 370.9        $ 41.9       $(426.5)    $(384.6)
            For the year ended December 31, 2005        $(708.5)       $35.2        $(673.3)      $ (90.5)       $(35.2)    $(125.7)
            For the year ended December 31, 2004      $ 1,409.8       $268.6      $ 1,678.4        $ 79.0       $(268.6)    $(189.6)



                                      -4-

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:   November 13, 2007









                                      -5-