Vfinance, Inc - Also as previously reported, on August 14, 2002,...

Vfinance, Inc - Recent Material Event

Item 1.01 of this Form 8-K is incorporated herein by reference.

Also as previously reported, on August 14, 2002, Henry S. Snow and Sandra L. Snow filed a complaint against Colonial Direct Financial Group, Inc., a former subsidiary of the Company, and the Company in the Circuit Court of the 15th Judicial Circuit in Palm Beach County, Florida. The claim alleged breach of contract and unjust enrichment and sought damages of $250,000 plus interest and court costs. It alleged that Colonial Direct Financial Group, Inc., while a subsidiary of the Company, defaulted on a promissory note in the principal amount of $250,000.

On October 16, 2006, the Company entered into a settlement agreement (the “Snow Settlement Agreement”) with Henry S. Snow, Sandra L. Snow, Michael Golden and Ben Lichtenberg. Pursuant to the terms of the Snow Settlement Agreement, the Company has agreed to issue 1,000,000 shares (“Snow Shares”) of its common stock to Henry S. Snow and Sandra L. Snow by November 16, 2006. The Company guaranteed that any public sale of any of the Snow Shares after October 16, 2007, would result in a sale price of not less than $0.175 per share. In the event that such sale price is less than $0.175 per share, the Company agreed to pay Henry S. and Sandra L. Snow the difference between $0.175 per share and the actual net sale price of any of the Snow Shares to any bona fide third party for value. The closing price of the Company’s common stock on October 16, 2006 was $0.20 per share. The transaction is exempt from registration under Section 4(2) of the Securities Act of 1933, as amended.

The foregoing description of the Global Settlement Agreement, the Snow Settlement Agreement and the Replacement Warrants does not purport to be complete and is qualified in its entirety by reference to Exhibits 10.1, 10.2, 10.3 and 10.4 and incorporated herein by reference.

Item 9.01 Financial Statements And Exhibits.

10.1	Settlement and Escrow Release Agreement dated as of November 7, 2006 by and among vFinance, Inc., vFinance Investments, Inc., Global Partners Securities, Inc., Level2.com, Inc. and Edwards Angell Palmer & Dodge LLP.

10.2	Warrant to Purchase Common Stock dated November 7, 2006 issued to Global Partners Securities, Inc.

10.3	Warrant to Purchase Common Stock dated November 7, 2006 issued to Level2.com, Inc.

10.4	Settlement Agreement dated as of October 16, 2006 by and among vFinance, Inc., Henry S. Snow, Sandra L. Snow, Michael Golden and Ben Lichtenberg.

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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: November 13, 2006

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Exhibit Index

Exhibit No.		Description

10.1		Settlement and Escrow Release Agreement dated as of November 7, 2006 by and among vFinance, Inc., vFinance Investments, Inc., Global Partners Securities, Inc., Level2.com, Inc. and Edwards Angell Palmer & Dodge LLP.

10.2		Warrant to Purchase Common Stock dated November 7, 2006 issued to Global Partners Securities, Inc.

10.3		Warrant to Purchase Common Stock dated November 7, 2006 issued to Level2.com, Inc.

10.4		Settlement Agreement dated as of October 16, 2006 by and among vFinance, Inc., Henry S. Snow, Sandra L. Snow, Michael Golden and Ben Lichtenberg.