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PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3)
To Prospectus Dated July 31, 2000 Registration No. 333-37092
7,559,167 Shares
vFinance.com, Inc.
Common Stock, $.01 par value
This prospectus supplement relates to the registration by vFinance.com,
Inc. of 7,559,167 shares of its common stock, par value $.01 per share.
This prospectus supplement should be read in conjunction with the
prospectus dated July 31, 2000, and the prospectus supplement dated September
14, 2000, which are to be delivered with this prospectus supplement.
The information in the section entitled "Our Services" under the
heading "BUSINESS" in the prospectus is amended in part by the addition of the
following information:
On November 16, 2000, we entered into a letter of intent with Colonial
Direct Financial Group, Inc., a Delaware corporation, to acquire all of
the outstanding capital stock of Colonial. Colonial is a broker-dealer
registered with the SEC and a member of the NASD. We intend to
structure this transaction as a tax free exchange in which we propose
to exchange with the shareholders of Colonial 5,750,000 unregistered
shares of our common stock and shares of our preferred stock equivalent
in rights and preferences to the 122,500 shares of Series A Convertible
Preferred Stock of Colonial for all of the outstanding capital stock of
Colonial. As part of the letter of intent, we intend to grant to the
holders of incentive stock options granted by Colonial on or before
June 30, 2000 incentive stock options to purchase 500,000 shares of our
common stock, in exchange for the stock options granted by Colonial. In
addition, we intend to grant to investors who participated in
Colonial's private placement of securities, which closed in January
2000, stock options to purchase 575,000 shares of our common stock. The
stock options to be granted by us will have an exercise price of $2.25
per share. The vested portion of our stock options will match the
vested portion of the Colonial stock options with the unvested portion
of our stock options vesting ratably over the four (4) year period
immediately following the date of execution of the letter of intent. We
also intend to grant 625,000 stock options to purchase our common stock
at an exercise price of $5.80 per share to key employees of Colonial.
Upon the occurrence of certain events set forth in the letter of
intent, either party is required to pay the other party a break up fee
in the amount of $100,000. The consummation of the transaction is
subject to, among other things, (i) the negotiation and the execution
of definitive agreements and the approval of the transactions by the
shareholders of Colonial and (ii) the NASD's approval of the change in
control of Colonial.
We can give no assurance that the transaction with Colonial will be
consummated. If the transaction is consummated, it is also possible
that, by agreement of the parties, one or more terms and/or conditions
of the definitive agreements will differ materially from the terms and
conditions of the letter of intent.
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The fifth paragraph in the section entitled "Liquidity and Capital Resources"
under the heading "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS" in the prospectus is amended in its entirety to state
as follows:
Although we do not have any material commitments for capital
expenditures, we intend to repurchase up to one million dollars
($1,000,000) worth of our issued and outstanding common stock in the
open market or in privately negotiated transactions, or a combination
thereof, prior to the beginning of the third calendar quarter of year
2001. We can give no assurance that we will repurchase any of our
shares of common stock.
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BEFORE INVESTING, YOU SHOULD REVIEW THE "RISK FACTORS" BEGINNING ON PAGE 4.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.
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The date of this prospectus supplement is November 30, 2000.
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