Item 601(b)(2) of Regulation S-K. Exhibit F to the Merger Agreement has been omitted from Exhibit 2.1 and is filed as Exhibit 99.1 to this Form 8-K. The Company hereby undertakes to furnish copies of any of the omitted schedules upon request by the Securities and Exchange Commission.

-5-

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 8, 2007

-6-
 

EXHIBIT INDEX
 
Exhibit No.
  
Description
2.1
  
Agreement and Plan of Merger dated November 7, 2007 by and among vFinance, Inc., National Holdings Corporation, and vFin Acquisition Corporation.
     
99.1
  
Voting Agreement dated November 7, 2007, by and among National Holdings Corporation, vFin Acquisition Corporation, Leonard J. Sokolow and Dennis De Marchena.
     
99.2
  
Press Release dated November 7, 2007.
 
-7-