Vfinance, Inc - As previously disclosed, on November 7, 2007,...

Vfinance, Inc - Recent Material Event

Item 8.01. Other Events.

As previously disclosed, on November 7, 2007, vFinance, Inc. (“vFinance”) entered into an Agreement and Plan of Merger, as amended (the “Merger Agreement”), with National Holdings Corporation (“National”) and vFin Acquisition Corporation, a wholly owned subsidiary of National (“Merger Sub”), pursuant to which Merger Sub will be merged with and into vFinance, the separate corporate existence of Merger Sub will cease and vFinance will continue as the surviving corporation and as a wholly-owned subsidiary of National (the “Merger”).

On June 17, 2008, vFinance and National issued a joint press release announcing that, at a special meeting of stockholders held on June 13, 2008, vFinance’s stockholders voted to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger. A copy of the press release is incorporated by reference and is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements And Exhibits.

(d)

Exhibits.

99.1

Press release issued by vFinance, Inc. on June 17, 2008.

SIGNATURES

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.