VFINANCE COM, SB-2/A, 2000-07-27

VFINANCE COM
SB-2/A, 2000-07-27
MANAGEMENT CONSULTING SERVICES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 27, 2000

REGISTRATION NO. 333-37092
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO

FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------

VFINANCE.COM, INC.
(Name of small business issuer in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 5084 58-1974423
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>

3300 PGA BOULEVARD, SUITE 810
PALM BEACH GARDENS, FLORIDA 33410
(305) 374-0282

(Address and telephone number of registrant's principal executive offices)

---------------------

LEONARD J. SOKOLOW
3300 PGA BOULEVARD, SUITE 810
PALM BEACH GARDENS, FLORIDA 33410
(305) 374-0282

(Name address and telephone number of agent for service)

---------------------

COPIES TO:

LESLIE J. CROLAND, P.A.
STEEL HECTOR & DAVIS LLP
200 SOUTH BISCAYNE BOULEVARD, 40TH FLOOR
MIAMI, FL 33131-2398
(305) 577-7000

---------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
reasonably practicable after the effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

---------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

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<PAGE> 2

SUBJECT TO COMPLETION, DATED JULY 27, 2000

PROSPECTUS

7,559,167 Shares

VFINANCE.COM, INC.

Common Stock, $.01 par value

-------------------------

We are registering 7,559,167 shares of our common stock, all of which may
be sold from time to time by the selling stockholders. We will not receive
proceeds from the shares sold by the selling stockholders. A list of the selling
stockholders can be found on page 32.

Our shares of common stock are quoted on the OTC Bulletin Board under the
symbol VFIN.

Before investing, you should review the "Risk Factors" beginning on page 4.

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.

The date of this prospectus is , 2000.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE HAVE
FILED A REGISTRATION STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION
RELATING TO THIS OFFERING. WE MAY NOT SELL THESE SECURITIES UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.
<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.......................................... 1
Risk Factors................................................ 4
Use of Proceeds............................................. 12
Dividends................................................... 13
Capitalization.............................................. 14
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 15
Business.................................................... 19
Management.................................................. 24
Selling Stockholders........................................ 31
Plan of Distribution........................................ 34
Description of Securities................................... 35
Market for Common Equity and Related Stockholder Matters.... 36
Legal Matters............................................... 37
Experts..................................................... 37
Where You Can Find More Information......................... 38
Financial Statements........................................ F-1
</TABLE>

-------------------------

You should rely only on the information contained in this Prospectus. We
have not authorized anyone to provide you with information different from that
contained in this Prospectus. The information contained in this Prospectus is
accurate only as of the date of this Prospectus, regardless of the time of
delivery of this Prospectus or of any sale of our common stock.
<PAGE> 4

PROSPECTUS SUMMARY

This Summary calls your attention to selected information in this
Prospectus, but may not contain all the information that is important to you. To
understand this Offering fully and for a more complete description of this
Offering, you should read this entire document carefully, including particularly
the "Risk Factors" section, as well as the documents we have referred you to in
the section called "Where You Can Find More Information."

OUR BUSINESS

We are a new media enterprise that provides business development tools,
information, products and services to entrepreneurs and executives of small and
medium sized companies to assist them in organizing and growing their
businesses. We currently operate an Internet business development and venture
capital portal (vFinance.com) that helps to connect entrepreneurs and business
executives with service providers who can assist with capital and advisory
services. We also provide investment banking and management and technology
consulting services to users of our portal and to other third parties.

OUR STRATEGY

Our strategy is to build one of the world's leading business development
vertical portals and thereby be positioned as a new media enterprise using the
convergence of digital information to build a brand and create customers for our
vertical business units. We intend to use our Internet presence to acquire or
partner with companies that provide business development products and services
to the same target market.

We are currently focusing on developing business units that fall within
five categories:

- research services,

- media,

- educational services,

- marketplaces for goods, and

- management consulting and investment banking services.

OUR ADDRESS AND TELEPHONE NUMBER

Our principal executive offices are located at 3300 PGA Boulevard, Suite
810, Palm Beach Gardens, Florida 33410. Our phone number is (305) 374-0282.

RECENT DEVELOPMENTS

On March 31, 2000 we completed a round of financing in which we sold to a
group of investors 1,166,667 shares of our common stock at $3.00 per share,
warrants to purchase up to 700,000 shares of our common stock at an exercise
price of $7.20 per share and rights to acquire up to an additional 1,166,667
shares at a purchase price of $3.00 per share. On March 31, 2000, the closing
price reported on the OTC Bulletin Board for our common stock was $7.0625 per
share. The rights give each investor the right to purchase one additional share
of our common stock for each share of common stock purchased on March 31, 2000
and still held by that investor six months from that date. Additionally, for
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<PAGE> 5

a period of six months from March 31, 2000, the investors have a right to
purchase on a pro-rata basis any future equity or equity-linked securities we
may offer in any subsequent private offerings. We assembled this group of
investors in the months prior to the close of the first round of financing
through the efforts of our contacts in the investment and venture capital
communities.

The warrants are exercisable for a period commencing on March 31, 2000 and
expiring on the earlier of the date that is one year from the effective date of
the Registration Statement of which this prospectus forms a part and March 31,
2004. The rights are exercisable for a period commencing on the date six months
from March 31, 2000 and expiring March 31, 2001.

The investors are committed to a second round of financing in which they
will purchase an additional 1,166,667 shares of our common stock at $3.00 per
share and rights to purchase an additional 1,166,667 shares of Common Stock at
$3.00 per share. As in the first round of financing, the rights give each
investor the right to purchase one additional share of our common stock for each
share of common stock purchased on the closing date of this second round of
financing and still held by that Investor six months later. The rights received
in this second round of financing are exercisable for a period commencing on the
date six months from the closing date of this second round of financing and
expiring one year later.

As part of this transaction, we agreed to file a registration statement
covering all of the shares of our common stock purchased or purchasable in this
transaction no later than 60 days after March 31, 2000. The investors must
complete the second round of financing within five trading days after they
receive written notice from us that the Registration Statement of which this
Prospectus forms a part has been declared effective. In accordance with the
terms of the Registration Rights Agreement entered into in connection with this
transaction, we will provide this notice to the investors no later than one
trading day after the Securities and Exchange Commission declares the
Registration Statement to be effective.

The placement agent in this transaction, Thomson Kernaghan & Co., Ltd.,
received warrants to purchase 58,333 shares of our common stock at $6.00 per
share. Thomson Kernaghan is a 50-year old Canadian investment banking firm which
introduced us to CALP II Limited Partnership, one of the investors in this
transaction. Thomson Kernaghan did not help structure this transaction, and it
did not aid in the negotiation or the preparation of the transaction documents.
Thomson Kernaghan did not play any role in introducing us to any of the other
institutions that invested in this transaction. Also in connection with this
transaction, First Level Capital, Inc., Chichester Securities, Paul T. Mannion,
Jr., Vincent Sbarra and Andrew S. Reckles received, as a finder's fee, warrants
to purchase shares of our common stock.

THE OFFERING

<TABLE>
<S> <C>
Shares of common stock registered..... 7,559,167
OTC Bulletin Board symbol............. VFIN
Common stock 52-week price range
(through June 23, 2000)............. $1.0625-$8.0000
Use of Proceeds:...................... We will receive no proceeds from sales
of the shares by the selling
stockholders.
</TABLE>

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<PAGE> 6

SUMMARY FINANCIAL INFORMATION

The following summary financial information is based on our audited
consolidated financial statements for the years ended December 31, 1998 and
1999, and our unaudited consolidated financial statements for the three months
ended March 31, 2000. The historical results are not necessarily indicative of
the operating results to be expected in the future. You should read this summary
financial information together with the more detailed financial statements and
related notes beginning on page F-1 of this prospectus.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------- THREE MONTHS ENDED
1998 1999 MARCH 31, 2000
---------- ---------- ------------------
<S> <C> <C> <C>
Consolidated Statement of Operations
Data:
Total revenue........................ $1,716,997 $1,502,427 $ 625,419
Total costs and expenses............. 920,252 852,385 2,221,355
Net income........................... 796,745 650,042 (1,594,784)
Pro forma net income................. 497,734 352,128 (1,594,784)
Pro forma net income per
share -- basic.................... $ 0.07 $ 0.05 $ (0.19)
Weighted average number of common
shares used in per share
calculation -- basic.............. 6,678,836 7,254,638 8,414,627
Pro forma net income per
share -- diluted.................. $ 0.07 $ 0.05 $ (0.16)
Weighted average number of common
shares used in per share
calculation -- diluted............ 6,678,836 7,284,026 10,189,626
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31, 1999 MARCH 31, 2000
----------------- ------------------
<S> <C> <C>
Consolidated Balance Sheet Data:
Cash and cash equivalents.................. $228,484 $ 298,921
Working capital............................ 70,423 3,150,226
Total assets............................... 520,619 3,949,148
Total shareholders' equity................. 127,102 3,223,048
</TABLE>

FORWARD LOOKING STATEMENTS

We discuss in this prospectus matters which are not historical facts, but
which are "forward-looking statements." We intend these forward looking
statements to qualify for the safe harbor from liability established by the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements include, but are not limited to, our future plans, objectives,
expectations and events, assumptions and estimates about our company and our
industry in general.

The forward-looking statements in this prospectus reflect what we currently
anticipate will happen. What actually happens could differ materially from what
we currently anticipate will happen. We are not promising to make any public
announcement when we think forward-looking statements in this prospectus are no
longer accurate whether as a result of new information, what actually happens in
the future or for any other reason.

Important matters that may affect what will actually happen include, but
are not limited to, completion of transactions for our client companies, our
inability to obtain additional financing, fluctuations in the price of our
stock, uncertainty in the equity markets, competition from established and
recently formed firms and other factors described in the "RISK FACTORS" section
below as well as elsewhere in this prospectus.
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<PAGE> 7

RISK FACTORS

We have described for you below some risks involved in investing in the
common stock offered under this Prospectus. A word of caution: This is not a
complete list of every risk. You should carefully consider each of the following
factors and all of the information both in this Prospectus and in the other
documents we refer you to in the section called "Where You Can Find More
Information."

RISKS RELATED TO OUR COMPANY

WE HAVE A LIMITED OPERATING HISTORY. AS A RESULT, YOU MAY HAVE DIFFICULTY
EVALUATING OUR BUSINESS AND PROSPECTS.

We have a limited operating history upon which you can evaluate our
business and prospects. We began our development and consulting activities in
August 1, 1996, and expect to commence our broker-dealer operations in the
middle of this year. Our website, however, has been in existence since 1995. Our
business and prospects must be considered in light of the risks, expenses, and
difficulties frequently encountered by companies in the early stages of
development. These risks are particularly severe among companies in new and
rapidly evolving markets such as online business development services and those
in regulated industries such as the securities industry. It may be difficult or
impossible to accurately forecast our operating results based on our historical
results.

WE WILL NEED TO RAISE ADDITIONAL FUNDS. THESE FUNDS MAY NOT BE AVAILABLE WHEN WE
NEED THEM.

Based on our current plans, we believe that our cash on hand and cash
generated from our operations will be sufficient to fund our operations for at
least the next 12 months. After this time, we will need to raise additional
funds to operate the business, support more rapid expansion, develop new or
enhanced services and products, respond to competitive pressures, acquire
complementary businesses or technologies, or respond to unanticipated events. We
cannot assure you that additional financing will be available when needed on
favorable terms, or at all. If these funds are not available when we need them,
we may need to change our business strategy or reduce our operations or
investment activities. In addition, any issuance of additional equity securities
will dilute the ownership interest of our existing stockholders and the issuance
of additional debt securities may increase the perceived risk of investing in
us.

THE COMPETITION WE FACE FROM BOTH ESTABLISHED AND RECENTLY FORMED FIRMS MAY
ADVERSELY AFFECT OUR REVENUE AND PROFITABILITY. WE ALSO FACE COMPETITION FROM
FIRMS THAT ARE NOT CURRENTLY IN OUR MARKET BUT COULD QUICKLY AND EASILY ENTER
OUR MARKET.

We encounter intense competition in all aspects of our business, and we
expect this competition to increase. For example, we face competition from
regionally-focused companies, both domestically and internationally, which are
trying to connect startups with venture investors using an Internet-based
market. These competitors include SeedStage Capital, Vcapital.com, Yazam.com,
Garage.com and OffRoad Capital. We also compete in the business development
portal industry with portals that provide content and services to

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<PAGE> 8

our target market including Merger Network, Vcapital and VentureOne, Venture
Highway, The Venture Capital Marketplace, Venture Capital Unlimited and VCA
Online.com.

We also face competition from Internet incubator firms such as Internet
Capital Group, divine interVentures, Bill Gross' ideaLab!, and eCompanies. These
companies offer an alternative source of capital and also provide startups with
office space, equipment, professional services and strategic guidance. More
generally, we face competition from established venture capital firms, merchant
banks, investment banks, management consulting firms and angel investor
networks. In addition, companies that have not traditionally provided investment
banking services, including commercial banks and providers of online financial
services, may elect to enter into our industry, particularly if we or our
existing competitors are successful. This competition could reduce the demand
for our services and create pricing pressures. Established professional service
and financial firms could leverage their existing and future relationships with
startups, expertise, and established reputations to quickly enter our market,
thereby reducing the demand for, or the prices of, our services.

If we are unable to compete effectively with these competitors, the quality
of the companies applying to us for assistance may be reduced. Many of our
competitors have longer operating histories and significantly greater financial,
technical, and marketing resources than us. In addition, many of these
competitors offer a wider range of services and financial products than we do.
Many current and potential competitors also have greater name recognition and
more extensive customer bases that could be used to accelerate their competitive
activity. Moreover, current and potential competitors have established and may
establish future cooperative relationships among themselves and with third
parties to enhance their products and services in this space. Consequently, new
competitors or alliances may emerge and rapidly acquire significant market
share. We cannot assure you that we will be able to compete effectively with
current or future competitors or that the competitive pressures faced by us will
not harm our business. For more information on the competition that we face, see
"Business -- Competition."

VARIATIONS IN OUR QUARTERLY OPERATING RESULTS CAUSED BY THE TIMING OF OUR CLIENT
COMPANIES' FINANCING TRANSACTIONS AND THE TIMING OF OUR EVENTS COULD CAUSE OUR
STOCK PRICE TO FLUCTUATE. THIS COULD RESULT IN SUBSTANTIAL LOSSES TO INVESTORS.

The timing of our revenue depends on a number of factors that are outside
of our control. For example, we receive success fees only when our client
companies close their transactions, the timing of which is outside our control.
To the extent that a particular transaction is delayed into a subsequent
quarter, our cash revenue from that client will also be deferred into a
subsequent quarter, which could cause us to fail to meet the quarterly
expectations of stock market analysts or investors.

PERIODS OF DECLINING SECURITIES PRICES, INACTIVITY, OR UNCERTAINTY IN THE PUBLIC
OR PRIVATE EQUITY MARKETS MAY ADVERSELY AFFECT OUR SUCCESS AND CONSULTING FEE
REVENUE DUE TO A DECLINE IN INVESTMENT ACTIVITY.

Our success fee revenue is likely to be lower during periods of declining
securities prices. To the extent potential investors incur losses on their other
securities, they may be less able or willing to invest in startup companies. In
addition, startup companies may find it more difficult to raise capital or
engage in other transactions such as mergers or acquisitions during periods of
declining securities prices. The public markets have

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historically experienced significant volatility not only in the number and size
of initial financing transactions, but also in the secondary market trading
volume and prices of newly issued securities. For example, the securities
markets for Internet companies have recently experienced significant activity
and volatility, which may not be sustained. We believe activity in the private
equity markets frequently reflects trends in the public markets. As a result,
our revenue may be adversely affected during periods of declining prices or
inactivity in the public markets to the extent that our client companies or our
prospective client companies may be unable or unwilling to seek financing or
general management consulting services.

Broker-dealers are directly affected by national and international economic
and political conditions, broad trends in business and finance, and substantial
fluctuations in volume and price levels of securities transactions. Unfavorable
financial or economic conditions would likely reduce the number and size of
transactions in which we provide services. Because our success fees are based on
a percentage of the total value of a transaction, our revenue is directly
related to the number and size of the transactions in which we participate and
would therefore be adversely affected by a sustained market downturn.

OUR DIRECTORS AND EXECUTIVE OFFICERS WILL CONTROL APPROXIMATELY 58% OF OUR
COMMON STOCK FOLLOWING THIS OFFERING AND MAY HAVE INTERESTS DIFFERING FROM THOSE
OF OTHER STOCKHOLDERS.

Following the completion of this offering, our directors and executive
officers will control approximately 58% of our outstanding common stock. These
stockholders, if acting together, would be able significantly to influence all
matters requiring approval by our stockholders, including the election of
directors and approval of significant corporate transactions, including mergers,
consolidations and the sale of substantially all of our assets. This control
could have the effect of delaying or preventing a third party from acquiring or
merging with our company, which could hinder your ability to receive a premium
for your shares.

OUR BRAND MAY NOT ACHIEVE THE BROAD RECOGNITION NECESSARY TO SUCCEED.

We believe that broader recognition and positive perception of the vFinance
brand are essential to our future success. Accordingly, we intend to continue to
pursue an aggressive brand enhancement strategy, which will include multimedia
advertising, promotional programs and public relations activities. These
initiatives will require significant expenditures. If our brand enhancement
strategy is unsuccessful, these expenses may never be recovered and we may be
unable to increase future revenues. Successful positioning of our brand will
depend in large part on:

- the success of our advertising and promotional efforts,

- an increase in the number of users and page views of our website and

- the ability to continue to provide a website and services useful to our
clients.

These expenditures may not result in sufficient increases in revenues to
offset these expenditures. In addition, even if brand recognition increases, the
number of new users or the number of page views of our websites may not
increase. Even if the number of new users increases, those users may not
regularly use our websites.

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<PAGE> 10

FAILURE TO MAINTAIN OR INCREASE THE FLOW OF TRAFFIC TO OUR WEBSITE COULD HARM
OUR BUSINESS.

Our business partially depends on our ability to maintain or increase
traffic on our website as well as our ability to have visitors to our website
use our services. It is important for our business development activities to
increase the number of daily visitors, repeat visitors and the amount of time
visitors spend on our website. Failure to do so could adversely affect our
revenue and our ability to raise additional funds.

IF WE DO NOT CONTINUE TO DEVELOP AND ENHANCE OUR SERVICES IN A TIMELY MANNER,
OUR BUSINESS MAY BE HARMED.

Our future success will depend on our ability to develop and enhance our
services. We operate in a very competitive industry in which the ability to
develop and deliver advanced services through the Internet and other channels is
a key competitive factor. There are significant risks in the development of new
or enhanced services, including the risks that we will be unable to:

- effectively use new technologies;

- adapt our services to emerging industry or regulatory standards; or

- market new or enhanced services.

If we are unable to develop and introduce new or enhanced services quickly
enough to respond to market or customer requirements or to comply with emerging
industry standards, or if these services do not achieve market acceptance, our
business could be seriously harmed.

INTERNET AND INTERNAL COMPUTER SYSTEM FAILURES COULD DAMAGE OUR REPUTATION AND
HARM OUR BUSINESS.

Although a significant portion of our business is conducted using
traditional methods of contact and communications such as face-to-face meetings,
a portion of our business is conducted through the Internet. We could experience
future system failures and degradations. We cannot assure you that we will be
able to prevent an extended systems failure if any of the following events
occurs:

- human error;

- subsystem, component, or software failure;

- a power or telecommunications failure;

- an earthquake, fire, or other natural disaster;

- hacker attacks or other intentional acts of vandalism; or

- an act of God or war.

Any such systems failure that interrupts our operations could seriously
harm our business. We currently have limited off-site data storage and disaster
recovery systems.

The Internet has experienced, and is expected to continue to experience,
significant growth in the number of users and amount of traffic. Our future
success will depend upon

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the development and maintenance of the Internet's infrastructure to cope with
this increased traffic. This will require a reliable network backbone with the
necessary speed, data capacity, and security, and the timely development of
complementary products, such as high-speed modems, for providing reliable
Internet access and services.

THERE ARE RISKS ASSOCIATED WITH OUR STOCK TRADING ON THE NASD OTC BULLETIN BOARD
RATHER THAN A NATIONAL EXCHANGE.

There are significant consequences associated with our stock trading on the
NASD OTC Bulletin Board rather than a national exchange.

The effects of not being able to list our securities on a national exchange
include:

- Limited release of the market prices of our securities;

- Limited news coverage of our company;

- Limited interest by investors in our securities;

- Volatility of our stock price due to low trading volume;

- Increased difficulty in selling our securities in certain states due to
"blue sky" restrictions; and

- Limited ability to issue additional securities or to secure additional
financing.

WE DEPEND ON A LIMITED NUMBER OF KEY EXECUTIVES WHO WOULD BE DIFFICULT TO
REPLACE.

Our success depends significantly on the continued services of our senior
management, especially Leonard J. Sokolow, our Vice Chairman of the Board and
Chief Executive Officer. Losing Leonard Sokolow or any of our other key
executives, including Timothy Mahoney, our Board Chairman and Chief Operating
Officer; D. Carr Moody, our Chief Financial Officer; Michael Sandler, one of our
Vice Presidents; and David Spector, another one of our Vice Presidents, could
also seriously harm our business. We cannot assure you that we will be able to
retain our key executives or that we would be able to replace any of our key
executives if we were to lose their services for any reason. Competition for
these executives is intense. Many of our key executives have been employed by
our company since inception. If we had to replace any of these key executives,
we would not be able to replace the significant amount of knowledge that these
key executives have about our operations. We do not maintain "key man" insurance
policies on any of our executives.

OUR GROWTH WILL BE LIMITED IF WE ARE UNABLE TO ATTRACT AND RETAIN QUALIFIED
PERSONNEL.

Our future success depends in significant part on our ability to retain our
key technical staff, business development managers, and management and marketing
personnel. In addition, we must continue to attract and retain qualified
professionals to perform services for our existing and future clients.

Competition for highly qualified technical, business development, and
management and marketing personnel is intense. We have in the past experienced
difficulty in attracting new personnel. We may not be able to hire the necessary
personnel to implement our

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business strategy, or we may need to pay higher compensation for employees than
we currently expect. We cannot assure you that we will succeed in attracting and
retaining the personnel we need to grow.

IF WE CANNOT ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY, OUR COMPETITIVENESS
MAY BE HARMED.

Our success and ability to compete depend to a significant degree on our
intellectual property. We rely on copyright and trademark law, as well as
confidentiality arrangements, to protect our intellectual property. We currently
do not have any patents. The concepts and technologies we use may not be
patentable. Effective protection may not be available for our marks. Although we
have applied to register our marks, including the marks "VFINANCE.COM", "UNION
ATLANTIC LC" and "ANGELSEARCH", in the United States, we cannot assure you that
we will be able to secure significant protection for these marks. Our
competitors or others may adopt product or service names similar to
"VFINANCE.COM", thereby impeding our ability to build brand identity and
possibly leading to client confusion. Our inability to adequately protect the
name "VFINANCE.COM" would seriously harm our business. Policing unauthorized use
of our intellectual property is made especially difficult by the global nature
of the Internet and difficulty in controlling the ultimate destination or
security of software or other data transmitted on it. The laws of other
countries may afford us little or no effective protection for our intellectual
property. We cannot assure you that the steps we take will prevent
misappropriation of our intellectual property or that agreements entered into
for that purpose will be enforceable. In addition, litigation may be necessary
in the future to:

- enforce our intellectual property rights;

- determine the validity and scope of the proprietary rights of others; or

- defend against claims of infringement or invalidity.

Such litigation, whether successful or unsuccessful, could result in
substantial costs and diversions of resources, either of which could seriously
harm our business.

OUR BOARD OF DIRECTORS CAN ISSUE SHARES OF "BLANK CHECK" PREFERRED STOCK WITHOUT
FURTHER ACTION BY OUR STOCKHOLDERS.

Our Board of Directors has the authority, without further action by the
stockholders, to issue up to 2,500,000 shares of preferred stock in one or more
series and to fix the rights, preferences, privileges and restrictions of the
preferred stock, including:

- dividend rights;

- conversion rights;

- voting rights, which may be greater or lesser than the voting rights of
the common stock;

- rights and terms of redemption;

- liquidation preferences; and

- sinking fund terms.

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<PAGE> 13

The issuance of shares of preferred stock could adversely affect the voting
power of holders of common stock and the likelihood that these holders will
receive dividends and payments upon liquidation of our company and could have
the effect of delaying, deferring or preventing a change in control of our
company.

RISKS RELATED TO OUR INDUSTRY

THE MARKET FOR ONLINE BUSINESS DEVELOPMENT SERVICES IS NEW AND UNPROVEN. IF THE
MARKET FOR THESE SERVICES FAILS TO GROW, OUR BUSINESS WILL SUFFER.

The market for online business development services is at an early stage of
development and is rapidly evolving. Consequently, demand and market acceptance
for these recently introduced services are subject to a high level of
uncertainty. Traditional means of investing and raising capital generally
involve numerous face-to-face meetings. Our business requires entrepreneurs and
venture capital investors, who have relied in the past upon traditional means of
investing and raising capital, to submit information through our website.
Accordingly, we must conduct marketing and sales efforts to educate these
prospective clients about the uses and benefits of investing and raising capital
online. For example, we must persuade our prospective startup clients that the
services we offer, such as facilitating venture capital transactions, and
business model review and counseling, provide value in relation to the services
that our competitors offer, principally providing capital. If our online and our
traditional consulting and investment banking services are not accepted by these
prospective clients, our business will be seriously harmed.

GOVERNMENTAL REGULATION OF THE INTERNET MAY NEGATIVELY AFFECT OUR BUSINESS AND
REDUCE DEMAND FOR OUR SERVICES.

Laws directly applicable to communications or commerce over the Internet
are becoming more prevalent. The manner in which new and existing laws will be
applied to the Internet, however, remains largely unsettled. It may take years
to determine whether and to what extent existing laws will apply to Internet
transactions. The uncertainty relating to how these laws will be applied may
increase our cost of doing business and increase the risk associated with doing
business.

WHEN WE COMPLETE THE ACQUISITION OF OUR BROKER-DEALER UNIT, WE WILL BE SUBJECT
TO REGULATION BY THE SEC, STATE REGULATORS, AND THE NASD.

The securities industry in the United States is subject to regulation under
both federal and state laws. The SEC, the NASD, other self-regulatory
organizations and state securities commissions can censure, fine, issue
cease-and-desist orders, or suspend or expel a broker-dealer or any of its
officers or employees. If any of these events occur to us after we complete the
acquisition of our broker-dealer unit, our business and reputation could be
seriously harmed.

Broker-dealers are subject to regulations covering many aspects of the
securities business, including:

- sales methods;

- trade practices among broker-dealers;

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<PAGE> 14

- use and safekeeping of customers' funds and securities;

- capital structure;

- record keeping;

- conduct of directors, officers, and employees; and

- supervision of employees, particularly those in branch offices.

Our mode of operation and profitability may be directly affected by:

- additional legislation;

- net capital requirements;

- changes in rules promulgated by the SEC, state regulators, the NASD, and
other self-regulatory organizations; and

- changes in the interpretation or enforcement of existing laws and rules.

Our ability to comply with applicable laws and rules will depend on our
establishment and maintenance of an effective compliance system, as well as our
ability to attract and retain qualified compliance personnel. The principal
purpose of regulation and discipline of broker-dealers is the protection of
customers and the securities markets, rather than protection of creditors and
stockholders of broker-dealers. If we are unable to comply with applicable laws
and rules, our business could be seriously harmed.

WE MAY BE LIABLE FOR INFORMATION RETRIEVED FROM OUR WEBSITE, THE WEBSITES OF OUR
SPONSORS, AND THE WEBSITES OF OTHER THIRD PARTIES.

Users of our website may access content on our website and on the websites
of our sponsors or other third parties through website links, and they may
download content and subsequently transmit this content to others over the
Internet or other means. This could result in claims against us based on a
variety of theories, including defamation, obscenity, negligence, copyright,
trademark infringement, or the wrongful actions of third parties. Other actions
may be brought based on the nature, publication, and distribution of our content
or based on errors or false or misleading information provided on our website.
Claims have been brought against online services in the past, sometimes
successfully, based on the content of material contained on their sites.

We are not aware of any such claims threatened against us. However, claims
brought by users of our website could be material. Even if these claims do not
result in liability, we could incur significant costs in investigating and
defending against these claims. The imposition of potential liability for
information carried on or disseminated through our systems could require us to
implement measures to reduce our exposure to liability. Those measures may
require the expenditure of substantial resources and limit the attractiveness of
our services. Additionally, we have limited insurance coverage, which may not
cover all such claims to which we are exposed.

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<PAGE> 15

RISKS RELATING TO THE OFFERING

THE EXERCISE OF OUTSTANDING WARRANTS, RIGHTS AND OPTIONS COULD HAVE A DILUTIVE
EFFECT.

As of June 26, 2000, there were outstanding options, warrants and rights to
purchase approximately 5,048,333 shares of our common stock. The exercise of
warrants, options or rights and the sale of the underlying shares of common
stock (or even the potential of such exercise or sale) could have a negative
effect on the market price of our common stock, and will have a dilutive impact
on other stockholders.

For example, if the investors in the March 31, 2000 private placement
transaction described in the "Recent Developments" section at the beginning of
this prospectus were to retain all the shares they have already purchased as
well as all of the shares they are required to purchase in accordance with the
terms of the private placement transaction, and if they were to fully exercise
the maximum number of warrants and rights available to them in accordance with
the terms of that transaction, they would hold, in the aggregate, 5,366,668
shares of our common stock. If none of the other holders of warrants or options
to purchase our common stock were to exercise their warrants, and if we do not
issue any further shares of our common stock, then those investors could, in the
aggregate, control up to 35.36% of our company and would thus be able to
significantly influence all matters requiring approval by our stockholders.

Additionally, the price at which the investors may exercise their rights
and warrants is fixed and not designed to give the investors any particular
discount on the value of the common stock; however, if our common stock is
trading at a price above the exercise price for the rights and warrants, they
are more likely to exercise those rights and warrants. They could then sell the
stock acquired through such exercise in order to realize their gains
immediately; a large sell-off of our stock could flood the market and drive down
the price of our stock considerably.

THIRD PARTIES MAY TAKE SIGNIFICANT SHORT POSITIONS IN OUR STOCK.

It is possible that third parties may take significant short positions in
our common stock. This is due in part to the fact that the investors in our
March 31, 2000 private placement have warrants and rights to purchase up to
3,033,334 shares of our common stock at a fixed price. As discussed above, the
investors are more likely to exercise their rights and warrants if our common
stock is trading at a price above the exercise price for the rights and warrants
and could then sell the stock acquired through such exercise in order to realize
their gains immediately, which could substantially drop the price of our stock.
Additionally, significant short positions may aggravate stock price declines,
which could result in additional dilutive issuances of our common stock.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares of
common stock by the selling stockholders.

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<PAGE> 16

DIVIDENDS

We have not paid any cash dividends since inception, and we currently do
not anticipate paying any cash dividends in the foreseeable future. Any future
determination to pay dividends will be at the discretion of our Board of
Directors and will depend upon then existing conditions, including our financial
condition, results of operations, contractual restrictions, capital
requirements, business prospects, and such other factors as the Board may deem
relevant.

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<PAGE> 17

CAPITALIZATION

The following table sets forth our capitalization as of March 31, 2000 on
an actual basis. Shares of common stock outstanding does not include 2,674,999
shares reserved for issuance related to stock options and stock purchase
warrants outstanding as of March 31, 2000. You should read this table in
conjunction with our consolidated financial statements and the notes to the
consolidated financial statements appearing elsewhere in this prospectus.

<TABLE>
<S> <C>
Stockholders' Equity:
Common stock, $.01 par value; 25,000,000 shares
authorized; 10,447,300 shares issued and outstanding at
March 31, 2000......................................... $ 104,473
Additional paid-in capital................................ 10,539,164
Deferred compensation..................................... (5,524,955)
Accumulated deficit....................................... (1,895,634)
------------
Total stockholders' equity and total capitalization.... $ 3,223,048
============
</TABLE>

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<PAGE> 18

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

STATEMENTS OF OPERATIONS

We earn our revenue from consulting fees and success fees related to
providing corporations and high net worth individuals with management and access
to capital resources for the purpose of expediting corporate development. The
consulting fees we bill to our clients are based primarily on agreed-upon
monthly fees. Success fees are agreed-upon amounts based on the percentage of
the total value of a transaction and depend on the successful completion of such
transaction. For accounting purposes, our consulting fees are deferred when we
receive them and are recognized when services are rendered, which is generally
over the life of an agreement. Success fees are recognized when earned, in
accordance with the terms of the contracts.

We also generate revenue from the sale of two types of memberships to our
website, vFinance.com:

- one-year memberships to venture capital vendors who are interested in
providing services to other companies or individuals; and

- three-month memberships to entrepreneurs who have new business ideas to
sell.

We record the sale of each type of membership as deferred revenue and
amortize it over the life of the membership. Fees related to such memberships
aggregated $20,174 and $8,057 for the years ended December 31, 1999 and 1998,
respectively, and are included in other fees in the consolidated statements of
income. Fees related to such memberships aggregated $38,346 and $9,219 for the
quarters ended March 31, 1999 and 2000, respectively, and are included in other
fees in the consolidated statements of income.

Operating revenues were $1,502,427 for the year ended December 31, 1999
compared to $1,716,997 for the year ended December 31, 1998, a decrease of
$214,570 or 12%. The decrease was primarily a result of our lower success fee
revenue of $326,500 offset by increased consulting revenue of $99,813. Success
fees were lower than the prior year due to fewer completed transactions with
success fee arrangements. We expect to close more business transactions which
will generate higher success fees in the future.

Operating revenues were $625,419 for the quarter ended March 31, 2000, as
compared to $226,928 for the quarter ended March 31, 1999, an increase of
$398,491, or 176%. The increase was primarily a result of success fee revenue of
$211,200 and an increase in consulting fee revenue of $127,057. We did not
generate success fees in the first quarter of 1999. Consulting fees were higher
than the prior quarter due to a greater number of consulting contracts and
greater monthly billing per contract.

Cost of revenues was $187,540 for the year ended December 31, 1999,
compared to $536,669 for the year ended December 31, 1998, a decrease of
$349,129. Cost of revenues decreased as a result of the decrease in success fees
earned during the year ended December 31, 1999.

Cost of revenues was $272,754 for the quarter ended March 31, 2000, as
compared to $39,703 for the quarter ended March 31, 1999, an increase of
$233,051. The increase in cost of revenues is attributable to allocating payroll
and incentive based pay associated with

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<PAGE> 19

consulting and success fee revenue to cost of revenues during the quarter ended
March 31, 2000.

General and administrative expenses were $346,260 for the year ended
December 31, 1999, compared to $148,090 for the year ended December 31, 1998, an
increase of $198,170. The increase was primarily due to an increase in payroll
of approximately $63,700 and an increase in legal and accounting fees.

General and administrative expenses were $114,183 for the quarter ended
March 31, 2000, as compared to $19,599 for the quarter ended March 31, 1999, an
increase of $94,584. The increase was primarily due to an increase in telephone
expenses of $16,956, an increase in rent expense of $12,493, an increase in
advertising and promotions of $11,564 and an increase in filing fees of $11,313.

Payroll and related benefits were $112,460 for the quarter ended March 31,
2000, as compared to none for the quarter ended March 31, 1999. The increase was
primarily a result of salaries paid to employees for consulting and web
development services. For the quarter ended March 31, 1999, we did not pay
salaries or bonuses to our employees, because of our limited liability company
status.

Professional fees were $125,614 for the quarter ended March 31, 2000, as
compared to $1,850 for the quarter ended March 31, 1999, an increase of
$123,764. The increase was primarily due to an increase in legal and accounting
fees in association with the preparation of various regulatory filings.

Our provision for bad debts was $283,110 for the year ended December 31,
1999, compared to $231,568 for the year ended December 31, 1998, an increase of
$51,542. Our provision for bad debts was none for the quarter ended March 31,
2000, as compared to a provision for bad debts of $77,076 for the quarter ended
March 31, 1999. We provide for credit losses at the time we believe accounts
receivable may not be collectible. We make this evaluation and record an
adjustment, if necessary, on a monthly basis. Credit losses have not exceeded
our expectations.

Amortization of non-cash deferred compensation aggregating $36,633 for the
year ended December 31, 1999, relates to the deferred compensation recorded in
connection with stock options granted to employees at prices less than fair
value and common stock grants. We are recognizing compensation expense over the
vesting period of the related stock options.

Amortization of non-cash deferred compensation aggregating $1,596,344 for
the quarter ended March 31, 2000 relates to deferred compensation recorded in
connection with 1) shares of stock issued to employees as part of a restricted
stock performance plan, 2) shares of stock issued to a contracted consultant for
acquisition and advisory services, 3) stock options granted to employees at
prices less than fair value, 4) warrants issued at prices less than fair value
for the asset purchase in connection with the acquisition of Union Atlantic
Capital, L.C. (formerly Pinnacle Capital Group LC) and 5) common stock grants.
We are recognizing compensation expense over the vesting periods of the related
stock options or the terms of the applicable agreements.

Interest expense aggregating $2,000 for the year ended December 31, 1998
relates to debt that was outstanding during the year ended December 31, 1998.
Interest income aggregating $1,158 for the year ended December 31, 1999 relates
to amounts earned with respect to our cash and cash equivalents.

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<PAGE> 20

Interest income aggregating $1,152 for the quarter ended March 31, 2000
relates to amounts earned with respect to our cash and cash equivalents.

We account for income taxes under the liability method in accordance with
Statement of Financial Accounting Standards No. 109, "ACCOUNTING FOR INCOME
TAXES." Under this method, deferred income tax assets and liabilities are
determined based on differences between the financial reporting and tax bases of
assets and liabilities and are measured using the enacted tax rates and laws
that will be in effect when the differences are expected to reverse.

Prior to our acquisition of vFinance Holdings, Inc. and Union Atlantic, LC,
Union Atlantic was a Florida limited liability company and reported income for
federal income tax purposes as a partnership under the Internal Revenue Code. As
a result, the individual partners of Union Atlantic were taxed on our income for
federal and state income tax purposes. Prior to 1998, the State of Florida did
not recognize limited liability company status, and we recorded a state income
tax provision, including providing for deferred income taxes based on the
differences between the tax bases and the financial reporting basis of certain
assets and liabilities. During 1998, the State of Florida retroactively changed
its laws to recognize limited liability company status. In response to this
change, we eliminated our deferred income taxes and recognized such amounts in
the statements of income.

The accompanying financial statements reflect an additional provision for
federal income taxes on a pro forma basis as if Union Atlantic were liable for
federal income taxes as a taxable entity for the year ended December 31, 1998
and for the period from January 1, 1999 through November 8, 1999 (the date of
the Union Atlantic acquisition).

LIQUIDITY AND CAPITAL RESOURCES

We had $228,484 of cash and cash equivalents at December 31, 1999. For the
year ended December 31, 1999, cash provided by operating activities was $837,630
compared to cash provided by operating activities of $724,838 for the year ended
December 31, 1998. Cash provided from operations related primarily to net income
in each year. Net cash provided by investing activities was $226,735 for the
year ended December 31, 1999 compared to net cash used in investing activities
of $108,354 for the year ended December 31, 1998. On November 8, 1999, to
complete the acquisition of Union Atlantic and vFinance Holdings, we (under our
former name of Peachtree FiberOptics, Inc.) entered into a Share Exchange
Agreement providing for the acquisition of vFinance Holdings, Inc. and Union
Atlantic, LC. In connection with this transaction, we obtained $224,121 of cash.
In 1998, we acquired internal use software for approximately $104,700. Net cash
used in financing activities was $845,366 for the year ended December 31, 1999
compared to $647,932 for the year ended December 31, 1998. These uses primarily
related to cash distributions aggregating $870,000 and $797,932 during the years
ended December 31, 1999 and 1998 to the former partners of Union Atlantic prior
to the acquisition on November 8, 1999.

We had $298,921 of cash and cash equivalents at March 31, 2000. For the
quarter ended March 31, 2000, net cash provided by operating activities was
$252,087 as compared to net cash provided by operating activities of $139,695
for the quarter ended March 31, 1999. Net cash provided by operating activities
for the quarter ended March 31, 2000 primarily resulted from an increase in
accrued expenses of $255,675, most of which related to an increase in accrued
payroll, whereas net cash provided by operating activities for the

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<PAGE> 21

quarter ended March 31, 1999 related primarily to net income. Net cash used in
investing activities was $21,650 for the quarter ended March 31, 2000, and
primarily related to the purchase of equipment. Net cash used in financing
activities was $160,000 for the quarter ended March 31, 2000, as compared to
$92,033 for the quarter ended March 31, 1999. Such uses primarily related to
cash distributions aggregating $160,000 and $130,000 during the quarters ended
March 31, 2000 and 1999, respectively.

On March 31, 2000, we closed on a $7 million round of private financing.
This transaction provides for two tranches of funding; the first tranche of
approximately $3.5 million was received in escrow at closing and the second
tranche of a similar amount is scheduled for infusion after the effectiveness of
the Registration Statement of which this Prospectus forms a part. We will use
the proceeds from this private placement transaction primarily to acquire or
partner with companies that provide business development products and services
to the same target market. In addition, the funding will be used to develop
fully integrated business units in the areas of research services, multimedia,
education, marketplaces for goods, management and "e-commerce" consulting and
financial services.

We anticipate that we will need additional debt or equity financing in
order to carry out our business strategy. This strategy may be financed by a
combination of bank borrowings, public offerings, or private placements of
equity or debt securities.

We do not have any material commitments for capital expenditures.

Our operations are not affected by seasonal fluctuations; however, they
rely on the continuation of mergers and acquisitions and related financings in
the entrepreneurial marketplace, which varies throughout the year.

We do not believe our operations have been materially affected by inflation
or the recent volatility of the stock market.

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BUSINESS

OUR SERVICES

Our business development vertical portal provides the small business
executive or entrepreneur with access to financing sources, ancillary service
providers and information about the venture capital industry in general. This
activity is conducted through vFinance Holdings, Inc., one of our wholly-owned
subsidiaries. Our website is typically listed by search engines in the top five
hits for relevant content. Unlike most of our competitors, we do not charge a
commission or take a transaction fee for deals that are completed through the
use of our site. Most of our site provides valuable information to the small
business executive or entrepreneur free of charge.

However, we do charge nominal fees for the use of proprietary search
engines and premium services such as financial service listings and business
plan listings. The combination of relevant content and ease of use has resulted
in our site having over 150,000 user sessions each month. This rate is growing
at approximately 12% per month, with the average user session lasting over four
minutes. Our business development vertical portal is located at
www.vfinance.com. We are not incorporating by reference any information on our
website and information on our website should not be considered part of this
prospectus.

We also provide management consulting and investment banking services
through our subsidiary Union Atlantic, LC. Union Atlantic's management
consulting business has been in operation for four years. Union Atlantic works
with senior management in assessing market conditions, and evaluating the
client's assets (tangible and intangible) and its operational capabilities.
Union Atlantic then identifies alternative strategies, establishes a process to
build consensus and creates a strategy for effectively implementing change. All
of this is formalized in a report that serves as a tactical tool to ensure
communication and consistency in planning and coordination of efforts.

In order to help expand Union Atlantic's consulting and investment banking
services, on December 24, 1999, we entered into an agreement to acquire the
membership interests in Union Atlantic Capital, LC (formerly known as Pinnacle
Capital Group, LC). The completion of this acquisition is subject to approval of
the change of ownership by the National Association of Securities Dealers, Inc.
This approval is currently pending. Union Atlantic Capital, LC is a one-year old
investment banking firm and a licensed broker/dealer. The acquisition extends
Union Atlantic's consulting practice into the healthcare field. Union Atlantic
Capital, LC also provides a range of investment banking services with an
emphasis on private placements and merger and acquisition advisory services. It
also performs market research, valuations and fairness opinions.

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BUSINESS STRATEGY

We believe that many of these businesses do not have the resources to
effectively grow their business and therefore may be willing to be acquired by
us at an attractive earnings multiple or to partner with us.

We believe that the development of a vertical network of service providers
for the small business executive and the entrepreneur market will attract
additional customers to, and provide content for, our website. Our website is
also intended to generate business leads for each of our business units.

We are currently focusing on developing business units that fall within
five categories:

- research services,

- media,

- educational services,

- marketplaces for goods, and

- management consulting and investment banking services.

COMPETITION

We experience competition with respect to each of our business units. The
market for our services is highly competitive. We face competition from a number
of sources, including venture capital firms, investment banks, online markets
and portals for start-up companies and venture investors, Internet incubator
firms, Internet venture capital sites, international accounting firms,
international and regional systems consulting and implementation firms, business
development software firms, media outlets and marketing and communication firms.
Many of our competitors have longer operating histories and significantly
greater financial, technical and marketing resources and name recognition than
ours. In addition, many of our competitors offer a wider range of services and
financial products than we do.

The business development portal industry consists of two categories:
websites that only provide links and articles about small business issues and
websites that provide their own content. Portals that primarily contain links,
rather than content, include: BizVillage, Business Week, EntrepreneurMag.com,
MoneyHunter and Star-A-Business.com. Portals that provide content and services
to our target market include: Merger Network, Vcapital and VentureOne, Venture
Highway, The Venture Capital Marketplace, Venture Capital Unlimited, Garage.com
and VCA Online.com. However, unlike us, these portals typically charge
membership or transaction fees. We compete with these portals by providing
content and links without significant charges to the website user. By developing
our vertical business units, we hope to derive revenue from website users who
utilize the services of our business units.

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GOVERNMENT REGULATION

REGULATION OF THE SECURITIES INDUSTRY AND BROKER-DEALERS. Our business is
subject to extensive regulation applicable to the securities industry in the
United States and elsewhere. As a matter of public policy, regulatory bodies in
the United States and rest of the world are charged with safeguarding the
integrity of the securities and other financial markets and with protecting the
interests of customers participating in those markets. In the U.S., the SEC is
the federal agency responsible for the administration of the federal securities
laws. Upon completion of the Union Atlantic Capital, LC acquisition, we will
have a broker-dealer unit that is registered as a broker-dealer with the SEC and
in the states of California, Colorado, Connecticut, District of Columbia,
Florida, Georgia, Illinois, Massachusetts, New Jersey, New Mexico, New York,
North Carolina, Pennsylvania, Tennessee and Texas. This unit will also be a
member of the NASD, a self-regulatory body to which all broker-dealers belong.
The SEC, self-regulatory organizations, and state securities commissions may
conduct administrative proceedings which can result in censure, fine, the
issuance of cease-and-desist orders, or the suspension or expulsion of a
broker-dealer, its officers, or employees. The SEC and self-regulatory
organization rules cover many aspects of a broker-dealer's business, including
capital structure and withdrawals, sales methods, trade practices among
broker-dealers, use and safekeeping of customers' funds and securities,
record-keeping, the financing of customers' purchases, broker-dealer and
employee registration, and the conduct of directors, officers, and employees.

EFFECT OF NET CAPITAL REQUIREMENTS. As a registered broker-dealer and
member of the NASD, the broker-dealer business unit that we are acquiring is
subject to the Uniform Net Capital Rule under the Securities Exchange Act of
1934, as amended. The Uniform Net Capital Rule specifies the minimum level of
net capital a broker-dealer must maintain and also requires that a minimum
amount of its assets be kept in relatively liquid form. If a broker-dealer
engages in underwriting, its net capital requirements will significantly
increase. As of December 31, 1999, Union Atlantic Capital, LC was required to
maintain minimum net capital of $5,000 and had total net capital of
approximately $5,700. The SEC and the NASD impose rules that require
notification when net capital falls below certain predefined criteria, dictate
the ratio of debt to equity in the regulatory capital composition of a
broker-dealer, and constrain the ability of a broker-dealer to expand its
business under certain circumstances. Additionally, the Uniform Net Capital Rule
and NASD rules impose certain requirements that prohibit a broker-dealer from
distributing or withdrawing capital and require prior notice to the SEC and the
NASD for certain withdrawals of capital.

APPLICATION OF SECURITIES ACT AND EXCHANGE ACT TO INTERNET BUSINESS. The
Securities Act of 1933, as amended, governs the offer and sale of securities.
The Exchange Act governs, among other things, the operation of the securities
markets and broker-dealers. When enacted, the Securities Act and the Exchange
Act did not contemplate the conduct of a securities business through the
Internet. Although the SEC, in releases and no-action letters, has provided
guidance on various issues related to the offer and sale of securities and the
conduct of a securities business through the Internet, the application of the
laws to the conduct of a securities business through the Internet continues to
evolve. Uncertainty regarding these issues may adversely affect the viability
and profitability of our business.

CHANGES IN EXISTING LAWS AND RULES. Additional legislation or regulation,
changes in existing laws and rules or changes in the interpretation or
enforcement of existing laws and

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rules, either in the United States or elsewhere, may directly affect our mode of
operation and profitability.

INTELLECTUAL PROPERTY

We have applied for federal registration of the following marks:
vFinance.com, Union Atlantic LC, and AngelSearch.

COMPANY HISTORY

We were incorporated in the state of Delaware in February 1992 under the
name Peachtree FiberOptics, Inc., primarily to engage in the production and sale
of plastic optical fiber. On October 27, 1993, we ceased all operations and
subsequently sold certain assets relating to our machinery and optical fiber
operations. On November 8, 1999, we acquired vFinance Holdings, Inc., a Florida
corporation, and Union Atlantic, LC, a Florida limited liability company,
through a Share Exchange Agreement. We received all of the capital stock of
vFinance Holdings and Union Atlantic in exchange for a total of 6,955,000 shares
(2,800,000 shares related to vFinance Holdings and 4,155,000 related to Union
Atlantic) of our common stock. For accounting purposes, the acquisitions have
been treated as a recapitalization (reverse acquisition) with vFinance Holdings
and Union Atlantic as the acquirors, as the acquirors were considered entities
under common control. This transaction qualified as a tax-free exchange under
section 351 of the Internal Revenue Code of 1986.

On December 24, 1999, we entered into an agreement to acquire all of the
outstanding membership interests of Union Atlantic Capital, LC, a registered
broker/ dealer based in Miami, Florida. This acquisition has been substantially
completed. On March 13, 2000, we amended our Certificate of Incorporation to
change our name to vFinance.com, Inc., which we believe more accurately reflects
the Company's current business.

EMPLOYEES

At June 26, 2000, we employed sixteen persons, all but one of which were
full-time employees. Any future increase in the number of employees will depend
upon growth of our business.

RESEARCH AND DEVELOPMENT AND ENVIRONMENTAL MATTERS

We have not incurred any research and development expenses. We do not incur
any significant costs or experience any significant effects as a result of
compliance with federal, state and local environmental laws.

PROPERTIES

Beginning in January 2000, we leased approximately 1400 square feet of
office space at 1401 Brickell Avenue, Miami, Florida 33131, at a monthly rate of
$3,300, which lease expires in October 2003. In addition, beginning January
2000, we leased approximately 1600 square feet of office space at 1215 Hightower
Trail, Building B, Suite 220, Atlanta, Georgia 30350, at a monthly rate of
$2,317.66, which lease expires in February 2003. We

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<PAGE> 26

pay no rent for our principal executive offices, which are located at 3300 PGA
Blvd., Suite 810, Palm Beach Gardens, Florida.

We consider our facilities to be reasonably insured and adequate for our
foreseeable needs and believe that similar facilities are available in the
Atlanta, Georgia and South Florida metropolitan areas at comparable rental
rates.

LEGAL PROCEEDINGS

There are no outstanding legal proceedings, claims or litigation against
our company.

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MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names, ages and positions of our
executive officers and directors as of April 28, 2000. Under our bylaws, each
director holds office until the election and qualification of his successor or
until his earlier resignation or removal.

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Leonard J. Sokolow.................. 43 Chief Executive Officer, Vice Chairman
of the Board of Directors
Timothy Mahoney..................... 43 Chairman of the Board of Directors,
Chief Operating Officer
D. Carr Moody....................... 28 Chief Financial Officer
Michael Sandler..................... 31 Vice President, Secretary, Treasurer
David Spector....................... 34 Vice President
</TABLE>

LEONARD J. SOKOLOW. Mr. Sokolow has been one of our directors since
November 8, 1997. Since November 8, 1999, Mr. Sokolow has been the Chief
Executive Officer and Vice Chairman of the Board of Directors. Since September
1996, Mr. Sokolow has been President of Union Atlantic, LC, a merchant, banking
and strategic consulting firm specializing domestically and internationally in
technology industries. Union Atlantic is a wholly-owned subsidiary of our
company. Since August 1993, Mr. Sokolow has been President of Genesis Partners,
Inc., a private financial business consulting firm. From August 1994 through
December 1998, Mr. Sokolow was the Chairman and Chief Executive Officer of the
Americas Growth Fund, Inc., a public closed-end management investment company.
Mr. Sokolow presently serves as a director of Advanced Electronics Support
Products, Inc., a worldwide distributor and manufacturer of active and passive
networking components traded on Nasdaq. In addition, Mr. Sokolow serves as a
director of Ezcony Interamerica, Inc., a distributor of major brand name
consumer electronics to Latin America traded on the OTC Bulletin Board. Mr.
Sokolow received a B.A. degree with majors in Economics and Accounting from the
University of Florida in 1977, a J.D. degree from The University of Florida
School of Law in 1980 and an L.L.M. (Taxation) degree from The New York
University Graduate School of Law in 1982. Mr. Sokolow is a Certified Public
Accountant.

TIMOTHY MAHONEY. Timothy E. Mahoney has been one of our directors since
November 8, 1999. Since November 8, 1999, Mr. Mahoney has also been the Chairman
of the Board and our Chief Operating Officer. Since September 1996, Mr. Mahoney
has been a partner of Union Atlantic. From 1994 through 1995, Mr. Mahoney was
President of the Highlands Group. Mr. Mahoney was a founder of the consumer
products business for SyQuest Technology. In 1986, Mr. Mahoney founded and was
the President of Rodime Systems, a computer disk drive sub-system manufacturer.
Mr. Mahoney was the Vice President of Marketing and Sales for Tecmar, the first
PC add-in board company. Mr. Mahoney spent eight years in marketing and sales
management in the computer timesharing business with Computer Sciences
Corporation, Automatic Data Processing and General Electric Information
Services. Mr. Mahoney received a B.A. degree with majors in Computer Science and
Business from the West Virginia University in 1978.

24
<PAGE> 28

Mr. Mahoney received a Masters of Business Administration from George Washington
University in 1983.

D. CARR MOODY. Since April 24, 2000, Mr. Moody has been Chief Financial
Officer of our company. Prior to joining our company, Mr. Moody was a manager
for mergers, acquisitions and divestitures at AutoNation, Inc. since 1996. From
1994 to 1996, Mr. Moody was an in-charge auditor at Arthur Andersen, LLP. Mr.
Moody received a B.S. degree, MAGNA CUM LAUDE, with a major in finance and a
concentration in accounting, from the Carroll School of Management at Boston
College in 1994.

MICHAEL SANDLER. Since November 8, 1999, Mr. Sandler has been a Vice
President, Secretary and Treasurer of our company. Since March of 1998, Mr.
Sandler has worked as an independent consultant for Union Atlantic. From 1995
through 1998, Mr. Sandler was a partner in R.B.R. Premium Finance Company and a
partner in A Plus Discount Insurance. Mr. Sandler received a B.A. degree with a
major in Economics from the University of Rochester in 1990 and a Masters in
Business Administration from the University of North Carolina in 1994.

DAVID SPECTOR. Since November 8, 1999, Mr. Spector has been a Vice
President of our company. From 1995 through 1999, Mr. Spector served as
Vice-President and regional creative director of Green Advertising, a division
of London-based WPP Group plc. Mr. Spector managed the creative efforts of the
agency. Prior to that, Mr. Spector was a copywriter with Greenstone Roberts
Advertising, with conceptual responsibilities for Royal Caribbean Cruise Lines
and Radisson Hotels.

SUMMARY COMPENSATION TABLE

From October 1993 through November 1999, Leonard J. Sokolow rendered
supervisory and management services to us on behalf of our Managing Agent,
Genesis Partners, Inc. In this capacity, Mr. Sokolow did not receive any cash
compensation as noted in the table below. However, Genesis Partners, Inc. was
issued a total of 348,185 shares of common stock in consideration for serving as
our managing agent. Mr. Sokolow is President and CEO and a controlling
shareholder of Genesis Partners, Inc.

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------------------- LONG TERM COMPENSATION
OTHER ----------------------
ANNUAL SECURITIES UNDERLYING
NAME/POSITION YEAR SALARY BONUS COMPENSATION OPTIONS
------------- ---- ------- ------ ------------ ----------------------
<S> <C> <C> <C> <C> <C>
Leonard J. Sokolow..... 1999 $24,200 $5,600 $2,000 --
CEO, Vice Chairman 1998 -- -- -- --
1997 -- -- -- --
Timothy Mahoney........ 1999 $26,200 $5,600 $2,000 --
COO, Chairman 1998 -- -- -- --
1997 -- -- -- --
Michael Sandler........ 1999 -- -- -- --
Vice President 1998 -- -- -- --
Secretary, Treasurer 1997 -- -- -- --
David Spector.......... 1999 -- -- -- 75,000
Vice President 1998 -- -- -- --
1997 -- -- -- --
</TABLE>

25
<PAGE> 29

OPTIONS/SAR GRANTS IN LAST FISCAL YEAR

As reflected in the table below, David Spector was granted options to
purchase up to 75,000 shares of common stock on October 29, 1999. Mr. Spector's
options vest as follows: 3,000 shares underlying the option vest on a monthly
basis, with the first 3,000 vested on the grant date. The fair market value of
the shares underlying the options on the grant date was $187,500.

INDIVIDUAL GRANTS

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SARS GRANTED EXERCISE OR
OPTIONS/SARS TO EMPLOYEES IN BASE PRICE
NAME GRANTED FISCAL YEAR ($/SHARE) EXPIRATION DATE
---- ------------ -------------------- ----------- ---------------
<S> <C> <C> <C> <C>
Leonard Sokolow...... -- -- -- --
Timothy Mahoney...... -- -- -- --
Michael Sandler...... -- -- -- --
David Spector........ 75,000 8.99% $2.50 10/29/04
</TABLE>

COMPENSATION OF DIRECTORS

Directors do not receive any compensation for serving on our Board of
Directors.

EMPLOYMENT AGREEMENTS

On November 8, 1999, we entered into a three-year employment agreement with
each of Leonard J. Sokolow, our Chief Executive Officer and Vice Chairman, and
Timothy Mahoney, our President and Chairman. Messrs. Sokolow and Mahoney each
beneficially own 29.83% of our total outstanding common stock as of May 10,
2000. Under the terms of these agreements, which are renewable as directed by a
majority vote of the board of directors, each individual shall receive:

- an initial base salary of $150,000 per annum for the first year with a 5%
increase per annum beginning one year from the date of the agreements
(our board of directors may increase such salaries at their discretion);

- discretionary bonuses as determined by the board of directors primarily
based on each individual's performance;

- incentive compensation paid monthly equal to "Available Cash" as such
term is defined in the agreements, primarily based on our company's
performance; and

- if our company does not put into place by June 1, 2000 an issuance of
Class B voting common stock, each individual will receive 500,000 stock
options with grant prices equal to 120% of fair value and with vesting
provisions detailed in the stock agreements. As this issuance did not
occur on June 1, 2000, each individual is now entitled to receive these
stock options and each is deemed the beneficial owner of 125,000 shares
which relate to those options which vest immediately.

The agreements also contain severance and change of control provisions.

26
<PAGE> 30

On October 29, 1999, we entered into a letter agreement with David Spector.
In this agreement, we agreed to pay Mr. Spector an annual base salary of $75,000
and granted to him options to acquire up to 75,000 shares of common stock at an
exercise price of $2.50 per share. The options vest over a two-year period,
subject to Mr. Spector's continued employment with our company, and expire on
October 28, 2004. Mr. Spector is also entitled to receive a bonus and incentives
pursuant to any incentive programs we establish for our employees.

On March 28, 2000, we entered into a letter agreement with D. Carr Moody.
In this agreement, we agreed to pay Mr. Moody an annual base salary of $70,000
and to grant him options to acquire up to 50,000 shares of common stock at an
exercise price of $5.625 per share. The options vest over a three year period,
subject to Mr. Moody's continued employment with our company, and expire on
March 28, 2005. Mr. Moody is also entitled to receive a bonus and incentives
pursuant to any incentive programs we establish for our employees.

27
<PAGE> 31

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth common stock ownership information as of
June 26, 2000 with respect to:

- each person known to us to be the beneficial owner of more than 5% of our
common stock;

- each of our officers and directors; and

- all directors and officers as a group.

This information as to beneficial ownership was furnished to us by or on
behalf of the persons named. Unless otherwise indicated, the business address of
each person listed is 3300 PGA Blvd., Suite 810, Palm Beach Gardens, Florida.
Information with respect to the percent of class is based on 10,976,125 issued
and outstanding shares of common stock as of June 26, 2000.

Except as otherwise indicated, to our knowledge, each stockholder has sole
power to vote and dispose of all the shares of common stock listed opposite his
name.

For purposes of this table, each person is deemed to have beneficial
ownership of any shares of common stock which that person has the right to
acquire on or within 60 days after June 26, 2000.

<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER AMOUNT OF SHARES BENEFICIALLY OWNED PERCENT OF CLASS
------------------------ ----------------------------------- ----------------
<S> <C> <C>
Genesis Partners, Inc............. 3,106,518 28.30%
Highlands Group Holdings, Inc..... 2,175,000 19.82
Insinger Venture Capital
Limited......................... 948,334 8.64
River Rapids Limited.............. 730,000 6.29
CALP II Limited Partnership....... 1,516,666 12.73
Leonard Sokolow................... 3,233,333 29.13
Timothy Mahoney................... 3,233,333 29.13
D. Carr Moody..................... 12,500 *
Michael Sandler................... 100,000 *
David Spector..................... 30,000 *
All executive officers and
directors as a group (five
persons)........................ 6,609,166 58.65
</TABLE>

-------------------------

* Denotes less than 1% ownership.

Genesis Partners, Inc., whose address is 2458 Provence Court, Weston,
Florida 33327, is a corporation controlled by Mr. Leonard Sokolow, our Chief
Executive Officer and Vice Chairman. Mr. Sokolow is deemed the beneficial owner
of the 3,106,518 shares held by Genesis Partners, Inc. In accordance with the
terms of Mr. Sokolow's employment agreement with our company, since an issuance
of Class B voting common stock did not occur by June 1, 2000, he is entitled to
receive options to purchase 500,000 shares of common stock, 125,000 of which
vest immediately.

Highlands Group Holdings, Inc., whose address is 68 Cayman Place, Palm
Beach Gardens, Florida 33418, is wholly-owned by Mr. Timothy Mahoney, our
Chairman and Chief Operating Officer. Mr. Mahoney, as the owner of Highlands
Group Holdings, Inc., is deemed to beneficially own the 2,175,000 shares held by
Highlands Group Holdings, Inc.
28
<PAGE> 32

In accordance with the terms of Mr. Mahoney's employment agreement with our
company, since an issuance of Class B voting common stock did not occur by June
1, 2000, he is entitled to receive options to purchase 500,000 shares of common
stock, 125,000 of which vest immediately.

Insinger Venture Capital Limited is a wholly owned subsidiary of Insinger
Bank and formerly known as Insinger Venture Capital Fund, Limited. Its address
is P.O. Box 438, Tropic Isle Building, Wickhams Cay Road, Tortola, Virgin
Islands.

In accordance with the terms of a Stock Purchase Agreement between River
Rapids Limited and our company, River Rapids has options to purchase an
aggregate of 630,000 shares of our common stock. River Rapid's address is P.O.
Box 175, 12-14 Finch Road, Douglas, Isle of Man IM99 1TT.

In accordance with the terms of a Common Stock and Warrants Purchase
Agreement among our company, CALP II Limited Partnership, a Bermuda limited
partnership, and other investors, CALP II Limited Partnership has contracted to
purchase 583,333 shares of our common stock and has a warrant to purchase an
aggregate of 350,000 shares of our common stock. CALP II Limited Partnership's
address is c/o Thomson Kernaghan & Co. Limited, 365 Bay Street, Tenth Floor,
Toronto, Ontario, Canada. Two officers and directors of CALP II Limited
Partnership are also officers and directors of Thomson Kernaghan & Co., Ltd.
CALP II Limited Partnership disclaims any beneficial interest in any shares
beneficially owned by Thomson Kernaghan & Co. Ltd.

Mr. Michael Sandler is a Vice President, Secretary and Treasurer of our
company. His shares are owned by both Mr. Sandler and Sarah Sandler, his wife,
as tenants by the entirety.

Mr. David Spector, a Vice President of our company, has been granted
options to purchase up to 75,000 shares of common stock, an aggregate of 30,000
which have vested or will vest within 60 days after June 26, 2000.

Mr. D. Carr Moody, the Chief Financial Officer of our company, has been
granted options to purchase up to 50,000 shares of common stock, an aggregate of
12,500 which have vested or will vest within 60 days after June 26, 2000.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

From October 1993 through November 8, 1999, Mr. Sokolow rendered
supervisory and management services to us on behalf of our Managing Agent,
Genesis Partners, Inc. In such capacity, neither Mr. Sokolow nor Genesis
Partners, Inc. received any cash compensation. Mr. Sokolow and Genesis Partners,
Inc. of which Mr. Sokolow is President, CEO and a controlling shareholder, were
issued a total of 1,815 and 348,185 shares of our common stock, respectively, in
consideration for serving as our Managing Agent since October 1993 without cash
compensation and upon conversion of $775,000 in unpaid fees due and owed by us
to the Managing Agent.

On October 15, 1999, we issued to Sidney Levine, a former director, 343,666
shares of our common stock in consideration for Mr. Levine's prior services as a
director of our company.

On August 16, 1999, we entered into a one year Consulting Agreement with
Stephen Krause and Timothy Mahoney to assist us in identifying viable merger or
acquisition target

29
<PAGE> 33

candidates. At our request, they agreed to assist in the management of any of
the candidates. In consideration for their services, in August 1999, we issued
40,000 unregistered shares of our common stock to Stephen Krause and 40,000
unregistered shares of our common stock to Timothy Mahoney. Subsequent to this
issuance, on November 8, 1999, Mr. Mahoney became the Chairman, Chief Operating
Officer and a principal shareholder of our company.

Union Atlantic, LC manages, through a subsidiary, an offshore venture
capital fund. The fund's investors include Messrs. Sokolow and Mahoney, whose
aggregate ownership in the fund represents less than 10% of the fund. In April
1998, the fund loaned us $25,000 through a verbal agreement. The note did not
bear interest and did not have a specified due date. On December 31, 1999, we
converted the outstanding balance of $25,000 into 8,400 shares of our common
stock at an effective per share price of $2.98, in accordance with the terms of
a conversion agreement. The market value of the stock on the date of issuance
was $4.19 per share. Messrs. Sokolow and Mahoney disclaim any beneficial
interest in such 8,400 shares of common stock received by the fund. The fund is
currently inactive.

INDEMNIFICATION PROVISION

We have agreed to indemnify our directors and officers, as well as the
investors in our March 31, 2000 private placement, from and against all actions,
proceedings, costs, charges, losses, damages and expenses incurred in connection
with their service as a director or officer. We have not agreed to indemnify our
officers or directors for actions, proceedings, costs, charges, losses, damages
and expenses incurred by these officers or directors as a result of their
willful neglect or default of their obligations to us.

To the extent that indemnification for liabilities arising under the
Securities Act of 1933 may be available under the above provisions, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission this indemnification is against public policy as expressed
in the Securities Act of 1933 and is unenforceable.

30
<PAGE> 34

SELLING STOCKHOLDERS

Some of our stockholders may sell, from time to time, up to 7,559,167
shares of our common stock by means of this prospectus. The table below
identifies each of the selling stockholders. The first column indicates the
number of shares beneficially held by each selling stockholder as of June 26,
2000. For those selling stockholders that acquired shares in our company in the
March 31, 2000 private placement transaction described in the "Recent
Developments" section at the beginning of this prospectus, this number includes
the shares already purchased by that selling stockholder in the first round of
financing, the shares the selling stockholder is obligated to purchase in the
second round of financing, and the shares underlying the warrants acquired by
that selling stockholder in connection with the private placement transaction.
The second column indicates the percent of our total outstanding common stock as
of June 26, 2000 currently held beneficially by the selling stockholder. The
third column indicates the total number of shares that each stockholder will
potentially be able to sell by means of this prospectus. This number includes
shares currently held by that stockholder as well as shares underlying options,
rights or warrants exercisable by that stockholder, and thus may include shares
that the stockholder may not yet beneficially own. In the case of the investors
in the March 31, 2000 private placement transaction mentioned above, this number
includes the shares purchased or to be purchased in both rounds of financing as
well as the shares underlying the rights and warrants acquired by that
stockholder in accordance with the terms of this private placement transaction.
The fourth column indicates the percent of total shares outstanding that the
selling stockholder would hold if it currently held all of the shares it may
potentially sell by means of this prospectus (that is, the number of shares
indicated for that stockholder in the third column).

For purposes of this table, each person is deemed to have beneficial
ownership of any shares of common stock which that person has the right to
acquire on or within 60 days after June 26, 2000. If a selling stockholder
transfers any of the securities shown in the table, the transferee will be
considered a selling stockholder for purposes of this prospectus, provided that
the transfer was a private placement and that the transferee is identified in a
supplement to this prospectus. Any material relationship that any of the selling
stockholders may have with our company is indicated in the paragraphs following
the table set forth below. All of the shares registered hereunder for AMRO
International, S.A., CALP II Limited Partnership, a Bermuda limited partnership,
Celeste Trust Reg, Balmore SA, Sallee Investments, worldVentures Fund I, LLC,
RBB Bank Aktiengesellschaft and Thomas Kernaghan & Co., Ltd. were obtained or
will be obtained in accordance with the terms of the March 31, 2000 private
placement transaction described in the "Recent Developments" section at the
beginning of this prospectus. For those investors, this transaction represents
the only material relationship those investors have with our company.

31
<PAGE> 35

<TABLE>
<CAPTION>
NUMBER OF PERCENT OF POTENTIAL
SHARES TOTAL PERCENT
BENEFICIALLY SHARES POTENTIAL TOTAL OF TOTAL SHARES
NAME HELD OUTSTANDING NUMBER OF SHARES OUTSTANDING
---- ------------ ----------- ---------------- ---------------
<S> <C> <C> <C> <C>
AMRO International, S.A.... 433,334 3.85% 766,668 6.58%
CALP II Limited
Partnership, a Bermuda
limited partnership...... 1,516,666 12.73 2,683,332 20.52
Celeste Trust Reg.......... 151,666 1.37 268,332 2.40
Balmore SA................. 151,666 1.37 268,332 2.40
Sallee Investments LLLP.... 108,334 * 191,668 1.72
worldVentures Fund I,
LLC...................... 108,334 * 191,668 1.72
RBB Bank
Aktiengesellschaft....... 563,334 4.98 996,668 8.47
Thomson Kernaghan & Co.,
Ltd...................... 58,333 * 58,333 *
River Rapids, Ltd.......... 730,000 6.29 630,000 6.29
David Spector.............. 30,000 * 75,000 *
Paul T. Mannion Jr......... 19,833 * 139,833 1.26
Andrew S. Reckles.......... 19,833 * 139,833 1.26
Vincent S. Sbarra.......... 7,000 * 67,000 *
Steve Jacobs............... 105,000 * 300,000 2.66
Mauricio Borgonovo......... 105,000 * 300,000 2.66
Gonzalo Paternoster........ 0 * 30,000 *
Stuart Fishman............. 0 * 20,000 *
Bill Schwarz............... 0 * 10,000 *
Equis Capital Corp......... 31,110 * 30,000 *
D. Carr Moody.............. 12,500 * 50,000 *
Stephen J. Haupt........... 2,500 * 2,500 *
Tucy Caster................ 0 * 20,000 *
First Level Capital,
Inc...................... 25,000 * 25,000 *
Chichester Securities...... 100,000 * 100,000 *
Phillip W. Johnston........ 145,000 1.30 145,000 1.30
Steven Krause.............. 50,000 * 50,000 *
</TABLE>

-------------------------

* Denotes less than 1% ownership

AMRO International, S.A. has purchased 166,667 shares, has contracted to
buy an additional 166,667 shares, and has warrants to purchase 100,000 shares
and rights to purchase 333,334 shares. H.U. Bachofen exercises voting and
dispositve power over the shares attributed to this stockholder.

CALP II Limited Partnership, a Bermuda limited partnership, has purchased
583,333 shares, has contracted to buy an additional 583,333 shares, and has
warrants to purchase 350,000 shares and rights to purchase 1,166,666 shares.
Mark E. Valentine and Ian McKinnon each have the authority to exercise voting
and dispositive power over the shares attributed to this stockholder. Two
officers and directors of CALP II Limited Partnership are also officers and
directors of Thomson Kernaghan & Co., Ltd. CALP II Limited Partnership disclaims
any beneficial interest in any shares beneficially owned by Thomson Kernaghan &
Co., Ltd.

Celeste Trust Reg has purchased 58,333 shares, has contracted to buy an
additional 58,333 shares, and has warrants to purchase 35,000 shares and rights
to purchase 116,666

32
<PAGE> 36

shares. Thomas Hackl exercises voting and dispositive power over the shares
attributed to this stockholder.

Balmore SA has purchased 58,333 shares, has contracted to buy an additional
58,333 shares, and has warrants to purchase 35,000 shares and rights to purchase
116,666 shares. Gisela Kindle exercises voting and dispositive power over the
shares attributed to this stockholder.

Sallee Investments LLLP has purchased 41,667 shares, has contracted to buy
an additional 41,667 shares, and has warrants to purchase 25,000 shares and
rights to purchase 83,334 shares. Donald Sallee exercises voting and dispositive
power over the shares attributed to this stockholder.

worldVentures Fund I, LLC has purchased 41,667 shares, has contracted to
buy an additional 41,667 shares, and has warrants to purchase 25,000 shares and
rights to purchase 83,334 shares. Gregory A. Bitz exercises voting and
dispositive power over the shares attributed to this stockholder.

RBB Bank Aktiengesellschaft has purchased 216,667 shares, has contracted to
buy an additional 216,667 shares, and has warrants to purchase 130,000 shares
and rights to purchase 433,334 shares. RBB Bank has advised our company that it
does not hold any of the shares itself but only acts as agent for 39
independent, accredited investors, who are the beneficial owners of the shares
but whose identity cannot be disclosed by RBB Bank due to Austrian bank secrecy
laws. RBB Bank has further advised our company that it does not have voting
control or power of disposition over securities owned by the investors it
represents and no investor is an affiliate of another investor.

All of the shares listed as the potential total number of shares for River
Rapids Limited are shares underlying warrants issued to that entity. Gordon
Mundy exercises voting and dispositive power over the shares attributed to this
stockholder.

All of the shares listed as the potential total number of shares for Thomas
Kernaghan & Co. Ltd. are shares underlying warrants issued to that entity. There
are a number of officers, directors and employees of Thomson Kernaghan & Co.,
Ltd. that have the authority to vote or dispose of the securities attributed to
this stockholder.

All of the shares listed as the potential total number of shares for Equis
Capital Corp., Chichester Securities and First Level Capital, Inc. are shares
underlying warrants issued to those entities.

All of the shares listed as the potential total number of shares for David
Spector, Gonzalo Paternoster, Stuart Fishman, Bill Schwarz, D. Carr Moody and
Tucy Caster are shares underlying stock options granted to those individuals.
Mr. Spector has been a Vice President of our company since November 8, 1999. Mr.
Moody has been our company's Chief Financial Officer since April 24, 2000. Mr.
Paternoster is Director of Technology for the Web Development Division of Union
Atlantic, LC, a subsidiary of our company. For a complete description of the
activities of Union Atlantic, LC, please see the "Business" section of this
prospectus, under the sub-heading "Our Services." Mr. Fishman is an associate in
the Investment Banking Division of Union Atlantic Capital, LC, a subsidiary of
our company. For a complete description of the activities of Union Atlantic
Capital, LC, please see the "Business" section of this prospectus, under the
sub-heading "Our Services.". Mr. Schwarz is a Junior Financial Analyst in the
Investment Banking Division

33
<PAGE> 37

of Union Atlantic Capital, LC. Ms. Caster works part-time as an administrative
assistant for our company.

Of the shares listed as the potential total number of shares for Paul T.
Mannion, Jr., 19,833 are shares underlying warrants and the remaining 120,000
are shares underlying options. Mr. Mannion is a Managing Director of the Capital
Markets Division of Union Atlantic Capital, LC.

Of the shares listed as the potential total number of shares for Andrew S.
Reckles, 19,833 are shares underlying warrants and the remaining 120,000 are
shares underlying options. Mr. Reckles is a Managing Director of the Capital
Markets Division of Union Atlantic Capital, LC.

Of the shares listed as the potential total number of shares for Vincent S.
Sbarra, 7,000 are shares underlying warrants and the remaining 60,000 are shares
underlying options. Mr. Sbarra is the Senior Vice President of the Capital
Markets Division of Union Atlantic Capital, LC.

Of the shares listed as the potential total number of shares for Steve
Jacobs, 100,000 are shares underlying warrants and the remaining 200,000 are
shares underlying options. Mr. Jacobs is a Managing Director of the Investment
Banking Division of Union Atlantic Capital, LC.

Of the shares listed as the potential total number of shares for Mauricio
Borgonovo, 100,000 are shares underlying warrants and the remaining 200,000 are
shares underlying options. Mr. Borgonovo is a Managing Director of the
Investment Banking Division of Union Atlantic Capital, LC.

All of the shares listed as the potential total number of shares for
Phillip W. Johnston and Steven Krause are shares issued to those individuals in
accordance with the terms of consulting agreements between our company and those
individuals.

PLAN OF DISTRIBUTION

The sale of the shares offered in this prospectus may be made from time to
time directly by the selling stockholders, or by one or more broker-dealers or
agents. Thomson Kernaghan & Co. Ltd. is an underwriter for purposes of this
offering. All of the other selling stockholders may be deemed underwriters for
purposes of this offering.

Stockholders selling their shares will act independently from our company
in making decisions with respect to the timing, manner and size of each sale.
The shares may be sold in one or more transactions on the OTC Bulletin Board, in
negotiated transactions, or through a combination of such methods of
distribution, at prices related to prevailing market prices or at negotiated
prices.

In the event one or more broker-dealers or agents agree to sell the shares,
they may do so by purchasing the shares as principals or by selling the shares
as agent for the stockholders selling their shares. These broker-dealers may be
compensated in the form of discounts, concessions, or commissions from these
shareholders or the purchasers of the shares. A particular broker-dealer's
compensation may be in excess of customary compensation.

Under applicable Exchange Act rules and regulations, any person engaged in
a distribution of the shares may not simultaneously engage in market-making
activities with respect to our common stock for the applicable period under
Regulation M of the

34
<PAGE> 38

Exchange Act prior to the commencement of such distribution. In addition,
stockholders selling their shares are subject to applicable provisions, rules
and regulations of the Exchange Act, including Regulation M, which may limit the
timing of purchases and sales of the shares by these stockholders. All of the
foregoing may affect the marketability of the shares.

To comply with applicable states' securities laws, the selling stockholders
will sell shares in these jurisdictions only through registered or licensed
brokers or dealers. Additionally, the shares may not be sold in some states
unless the shares have been registered or qualified for sale in those states, or
an exemption from registration or qualification is available and is complied
with.

DESCRIPTION OF SECURITIES

GENERAL

Our authorized capital stock consists of 25,000,000 shares of common stock,
par value $.01 per share, and 2,500,000 shares of preferred stock, par value
$.01 per share. We currently have no preferred stock outstanding.

COMMON STOCK

The holders of our common stock are entitled to one vote per share on all
matters to be voted on by stockholders and do not have cumulative voting rights.
They are also entitled to receive any dividends that may be declared from time
to time by our Board of Directors out of legally available funds. If our company
is liquidated, dissolved or wound up, the holders of our common stock are
entitled to share ratably in all assets remaining after payment of liabilities
outstanding at that time. Our common stock has no preemptive or conversion
rights or other subscription rights. All outstanding shares of our common stock
are fully paid and nonassessable. We may designate and issue preferred stock in
the future. The rights and privileges of the holders of our common stock may be
adversely affected by any issuance of preferred stock.

PREFERRED STOCK

The Board of Directors has the authority, without further action by the
stockholders, to issue up to 2,500,000 shares of preferred stock in one or more
series and to fix the rights, preferences, privileges and restrictions of the
preferred stock, including:

- dividend rights;

- conversion rights;

- voting rights, which may be greater or lesser than the voting rights of
the common stock;

- rights and terms of redemption;

- liquidation preferences; and

- sinking fund terms.

35
<PAGE> 39

CERTAIN CHARTER AND BY-LAW PROVISIONS

Our certificate of incorporation and bylaws contain provisions that may
make it more difficult for a third party to acquire control of our company.
These provisions could limit the price investors might be willing to pay in the
future for shares of our common stock. For example, we are allowed to issue
preferred stock without stockholder approval and special meetings of our
stockholders may be called only by the Chairman of the Board of Directors or by
the Board of Directors. These provisions may make it more difficult for
stockholders to force our company to take action and could have the effect of
delaying or preventing a change in control of our company.

STOCK TRANSFER AGENT

The transfer agent for our common stock is North American Transfer Co.,
Freeport, New York 11520.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock, is traded on the OTC Bulletin Board of the National
Association of Securities Dealers, Inc. under the symbol "VFIN."

From October 8, 1992 through December 31, 1993, our common stock and
warrants were trading on the NASDAQ SmallCap Market under the symbols PFII and
PFIIW, respectively, and on The Boston Stock Exchange under the symbols PFI and
PFIW, respectively. In January 1994, our common stock and warrants were
de-listed from both exchanges. These warrants expired in October 1995. From
January 1994 until November 18, 1998, there was no public trading market for our
common stock.

As of June 26, 2000, there were 13 market makers for our common stock.

The following table sets forth the high and low bid information for our
common stock for the periods indicated below, as reported by the National
Quotation Bureau during such periods:

<TABLE>
<CAPTION>
1999 HIGH LOW
---- ------ -----
<S> <C> <C>
1st Quarter................................... $17.78 $1.97
2nd Quarter................................... 9.88 0.02
3rd Quarter................................... 5.56 0.63
4th Quarter................................... 5.38 3.88
</TABLE>

<TABLE>
<CAPTION>
2000
----
<S> <C> <C>
1st Quarter................................... 8.00 4.19
</TABLE>

36
<PAGE> 40

The foregoing quotations supplied by the National Quotations Bureau reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.

We are authorized to issue 25,000,000 shares of common stock, of which
10,976,125 shares were issued and outstanding as of June 26, 2000. We are
authorized to issue up to 2,500,000 shares of preferred stock, none of which is
currently issued and outstanding. The number of stockholders of record for the
common stock as of June 26, 2000 was 210.

We have not paid any cash dividends since inception, and we do not
anticipate paying any cash dividend in the foreseeable future.

LEGAL MATTERS

The validity of the securities offered by this prospectus will be passed
upon by Steel Hector & Davis LLP, Miami, Florida.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements at December 31, 1999 and 1998, and for each of the three
years in the period ended December 31, 1999, as set forth in their report. We
have included our financial statements in this prospectus and elsewhere in the
registration statement in reliance on Ernst & Young LLP's report, given on their
authority as experts in accounting and auditing.

37
<PAGE> 41

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration
statement under the Securities Act of 1933 on Form SB-2 covering the debt
securities being sold in this offering. We have not included in this prospectus
all of the information contained in the registration statement, and you should
refer to the registration statement and its exhibits for further information.

You may review a copy of the registration statement, including exhibits and
schedules filed with it, at the Securities and Exchange Commission's public
reference facilities in Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at their regional offices located at 7 World Trade
Center, 13th Floor, New York, New York 10048 and at the Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. You may
also obtain copies of these materials from the Public Reference Section of the
Securities and Exchange Commission, Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549. You may also find the registration
statement with exhibits, other than confidential filings, at the Securities and
Exchange Commission's website at http://www.sec.gov.

We furnish our stockholders an annual report before each of our annual
meetings of stockholders. Our annual reports include financial statements
prepared in accordance with generally accepted accounting principles, except as
disclosed therein. These annual financial statements are examined by our
independent auditors.

The Securities and Exchange Commission's rules let us "incorporate by
reference" the information which we file with the Securities and Exchange
Commission, which means we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus.

We will provide a copy of this filing to you upon request. You should
direct your oral or written request for a copy of this filing to vFinance.com,
Inc. 1401 Brickell Avenue, Suite 660, Miami, Florida, 33131, Attention: D. Carr
Moody, Chief Financial Officer (telephone: 954-630-2190). You will not be
charged for copies unless you request exhibits, for which we will charge you a
minimal fee. However, you will not be charged for exhibits in any case where the
exhibit you request is specifically incorporated by reference into another
document which is incorporated by this prospectus.

38
<PAGE> 42

VFINANCE.COM, INC.
(FORMERLY PEACHTREE FIBEROPTICS, INC.)

INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Auditors.............................. F-2
Audited Financial Statements
Consolidated Balance Sheet at December 31, 1999........... F-3
Consolidated Statements of Income for the years ended
December 31, 1998 and 1999............................. F-4
Consolidated Statements of Shareholders' Equity for the
years ended December 31, 1998 and 1999................. F-5
Consolidated Statements of Cash Flows for the years ended
December 31, 1998 and 1999............................. F-6
Notes to Consolidated Financial Statements................ F-7
Unaudited Financial Statements
Consolidated Balance Sheets at December 31, 1999 and March
31, 2000 (unaudited)................................... F-21
Consolidated Statements of Income for the three month
periods ended March 31, 1999 and 2000 (unaudited)...... F-22
Consolidated Statements of Cash Flows for the three month
periods ended March 31, 1999 and 2000 (unaudited)...... F-23
Notes to Consolidated Financial Statements (unaudited).... F-24
</TABLE>

F-1
<PAGE> 43

REPORT OF INDEPENDENT AUDITORS

Board of Directors
vFinance.com, Inc.

We have audited the accompanying consolidated balance sheet of
vFinance.com, Inc. (formerly Peachtree FiberOptics, Inc.) as of December 31,
1999 and the related consolidated statements of income, shareholders' equity,
and cash flows for the years ended December 31, 1999 and 1998. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
vFinance.com, Inc. at December 31, 1999, and the results of its operations and
its cash flows for the years ended December 31, 1999 and 1998, in conformity
with accounting principles generally accepted in the United States.

/s/ Ernst & Young LLP

Atlanta, Georgia
March 10, 2000

F-2
<PAGE> 44

VFINANCE.COM, INC.
(FORMERLY PEACHTREE FIBEROPTICS, INC.)

CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31,
1999
------------
<S> <C>
ASSETS

CURRENT ASSETS:
Cash and cash equivalents................................... $ 228,484
Accounts receivable......................................... 233,306
Other assets................................................ 2,150
-----------
Total current assets...................................... 463,940

EQUIPMENT, AT COST:
Computer equipment.......................................... 6,576
Internal use software....................................... 104,164
-----------
110,740
Less accumulated depreciation............................... (89,061)
-----------
Net equipment............................................... 21,679
Goodwill.................................................... 35,000
-----------
Total assets.............................................. $ 520,619
===========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable............................................ $ 103,445
Accrued expenses............................................ 75,061
Deferred revenue............................................ 7,063
Distribution payable to Primary Shareholders................ 172,586
Advanced client costs due to Primary Shareholders........... 18,261
Advanced client costs....................................... 17,101
-----------
Total current liabilities................................. 393,517

SHAREHOLDERS' EQUITY:
Common stock, $0.01 par value, 20,000,000 shares authorized;
9,099,400 shares issued and outstanding................... 90,994
Additional paid-in capital.................................. 5,097,410
Deferred compensation....................................... (4,760,452)
Accumulated deficit......................................... (300,850)
-----------
Total shareholders' equity................................ 127,102
-----------
Total liabilities and shareholders' equity................ $ 520,619
===========
</TABLE>

See accompanying notes.

F-3
<PAGE> 45

VFINANCE.COM, INC.
(FORMERLY PEACHTREE FIBEROPTICS, INC.)

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------
1998 1999
----------- -----------
<S> <C> <C>
REVENUES:
Success fees............................................ $ 333,500 $ 7,000
Consulting fees......................................... 1,375,440 1,475,253
Other fees.............................................. 8,057 20,174
---------- ----------
Total revenues........................................ 1,716,997 1,502,427
Cost of revenues........................................ 536,669 187,540
---------- ----------
Gross profit............................................ 1,180,328 1,314,887
General and administrative expenses..................... 148,090 346,260
Provision for bad debts................................. 231,568 283,110
Amortization of non-cash deferred compensation.......... -- 36,633
---------- ----------
Operating income........................................ 800,670 648,884
Interest (expense) income............................... (2,000) 1,158
Provision for state income taxes........................ 1,925 --
---------- ----------
Net income............................................ $ 796,745 $ 650,042
========== ==========
Pro forma provision for federal income taxes............ 299,011 297,914
---------- ----------
Pro forma net income.................................. $ 497,734 $ 352,128
========== ==========

PRO FORMA EARNINGS PER SHARE:
Basic................................................... $ 0.07 $ 0.05
========== ==========
Weighted average number of common shares used in
computing basic earnings per share.................... 6,678,836 7,254,638
========== ==========
Diluted................................................. $ 0.07 $ 0.05
========== ==========
Weighted average number of common shares used in
computing diluted earnings per share.................. 6,678,836 7,284,026
========== ==========
</TABLE>

See accompanying notes.

F-4
<PAGE> 46

VFINANCE.COM, INC.
(FORMERLY PEACHTREE FIBEROPTICS, INC.)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
RETAINED
COMMON STOCK ADDITIONAL EARNINGS TOTAL
------------------- PAID-IN DEFERRED (ACCUMULATED SHAREHOLDERS'
SHARES AMOUNT CAPITAL COMPENSATION DEFICIT) EQUITY
--------- ------- ---------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Balances at January 1,
1998..................... 4,155,000 $41,550 $ (35,550) $ -- $ 92,881 $ 98,881
Issuance of 1,500,000
shares of common stock
in connection with
asset purchase......... 1,500,000 15,000 59,634 -- -- 74,634
Capital contribution to
VFinance Holdings,
Inc.................... -- -- 75,000 -- -- 75,000
Retroactive
recapitalization of
VFinance Holdings, Inc.
in connection with
reverse acquisition.... 1,300,000 13,000 (13,000) -- -- --
Distributions to UAL
Partners............... -- -- -- -- (797,932) (797,932)
Net income............... -- -- -- -- 796,745 796,745
--------- ------- ---------- ----------- ----------- -----------
Balances at December 31,
1998..................... 6,955,000 69,550 86,084 -- 91,694 247,328
Merger with Peachtree
FiberOptics, Inc....... 1,362,500 13,625 210,496 (63,600) -- 160,521
Distributions to UAL
Partners............... -- -- -- -- (1,042,586) (1,042,586)
Conversion of related
party debt............. 8,400 84 35,080 -- -- 35,164
Issuance of common shares
under the restricted
stock performance
plan................... 773,500 7,735 3,821,090 (3,828,825) -- --
Warrants issued in
connection with
acquisition of Pinnacle
Capital Group, LC...... -- -- 40,000 -- -- 40,000
Change in per share fair
value of common shares
under restricted stock
performance plan....... -- -- 587,860 (587,860) -- --
Issuance of stock options
and stock purchase
warrants............... -- -- 316,800 (316,800) -- --
Amortization of deferred
compensation........... -- -- -- 36,633 -- 36,633
Net income............... -- -- -- -- 650,042 650,042
--------- ------- ---------- ----------- ----------- -----------
Balances at December 31,
1999..................... 9,099,400 $90,994 $5,097,410 $(4,760,452) $ (300,850) $ 127,102
========= ======= ========== =========== =========== ===========
</TABLE>

See accompanying notes.

F-5
<PAGE> 47

VFINANCE.COM, INC.
(FORMERLY PEACHTREE FIBEROPTICS, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31,
---------------------
1998 1999
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income............................................... $ 796,745 $ 650,042
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 35,303 63,424
Amortization of deferred compensation.................. -- (36,633)
Non-cash stock compensation expense.................... -- 10,164
Deferred income taxes.................................. 1,925 --
Changes in assets and liabilities:
Accounts receivable................................. (95,671) 10,871
Income taxes receivable............................. (2,325) 7,312
Other assets........................................ -- (2,150)
Accounts payable.................................... 6,925 70,070
Accrued expenses.................................... -- 75,061
Advanced client costs............................... 13,141 (13,799)
Deferred revenue.................................... (31,205) 3,268
--------- ---------
Net cash provided by operating activities......... 724,838 837,630

INVESTING ACTIVITIES:
Purchases of equipment................................... (108,354) (2,386)
Cash acquired in connection with purchase of a
business............................................... -- 5,000
Cash acquired in reverse acquisition of Peachtree
FiberOptics, Inc....................................... -- 224,121
--------- ---------
Net cash (used in) provided by investing
activities........................................ (108,354) 226,735

FINANCING ACTIVITIES:
Issuance of note payable................................. 50,000 --
Repayment of note payable................................ -- (25,000)
Proceeds from issuance of common stock................... 25,000 49,634
Capital contribution..................................... 75,000 --
Distributions to partners................................ (797,932) (870,000)
--------- ---------
Net cash used in financing activities.................. (647,932) (845,366)
Increase (decrease) in cash and cash equivalents......... (31,448) 218,999
Cash and cash equivalents at beginning of year........... 40,933 9,485
--------- ---------
Cash and cash equivalents at end of year................. $ 9,485 $ 228,484
========= =========
Interest paid............................................ $ 2,000 $ --
========= =========
</TABLE>

See accompanying notes.

F-6
<PAGE> 48

VFINANCE.COM, INC.
(FORMERLY PEACHTREE FIBEROPTICS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1999

1. SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS

DESCRIPTION OF BUSINESS

vFinance.com, Inc. ("the Company") (formerly Peachtree FiberOptics, Inc.),
through its wholly owned subsidiaries VFinance Holdings, Inc. and Union Atlantic
LC, is a "new-media" enterprise focused on providing business development tools
and information, primarily to companies throughout the United States.

vFinance Holdings, Inc. ("VFin") consists of a venture capital vertical
portal website focused on providing business development tools, information,
products and services to assist entrepreneurs and executives of small and medium
sized enterprises to organize and grow their businesses.

Union Atlantic LC ("Union Atlantic" or "UAL") is a management consulting
firm which provides corporations and high net worth individuals with management
and access to capital resources for the purpose of expediting corporate
development. UAL specializes in the technology industry. UAL had managed an
offshore venture capital fund which was partially owned by certain members of
the Company's senior management team. Such fund is inactive.

On November 8, 1999, Peachtree FiberOptics entered into a Share Exchange
Agreement providing for the acquisition of VFin and UAL (the "Merger").
Peachtree FiberOptics, Inc. exchanged 2,800,000 shares of its common stock for
all of the outstanding shares of VFin and 4,155,000 shares of its common stock
for all outstanding membership interests in UAL. For accounting purposes, the
acquisitions have been treated as a recapitalization (reverse acquisition) with
VFin and UAL as the acquirors. VFin and UAL were considered entities under
common control prior to the Merger. The Merger qualified as a tax-free exchange
under section 351 of the Internal Revenue Code of 1986.

F-7
<PAGE> 49
VFINANCE.COM, INC.
(FORMERLY PEACHTREE FIBEROPTICS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998 AND 1999

1. SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS (CONTINUED)

DESCRIPTION OF BUSINESS (CONTINUED)
The historical financial statements prior to November 8, 1999, are the
combined statements of VFin and UAL. Unaudited pro forma information giving
effect to the Merger as if it occurred on January 1, 1998 is as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------
1998 1999
----------- -----------
<S> <C> <C>
Revenues........................................ $1,716,997 $1,502,427
Net income (loss)............................... 435,226 (462,000)
Basic earnings (loss) per share................. $ 0.07 $ (0.06)
Weighted average shares outstanding used in
computing basic earnings (loss) per share..... 6,678,836 7,254,638
Diluted earnings (loss) per share............... $ 0.07 $ (0.06)
Weighted average shares outstanding used in
computing diluted earnings (loss) per share... 6,678,836 7,254,638
</TABLE>

-------------------------
(1) Includes approximately $809,000 of non-cash compensation expense related to
amounts recorded on Peachtree FiberOptics, Inc.'s statement of operations
prior to November 8, 1999.

REVENUE RECOGNITION

UAL earns revenue from consulting fees and success fees. Consulting fees
are deferred when received and recognized when services are rendered, generally
over the life of an agreement. Success fees are agreed upon amounts based on the
percentage of the total value of a transaction and are contingent on the
successful completion of a specified transaction. These fees are recognized when
earned, per the terms of the contracts. UAL does not require collateral from its
customers. UAL's revenues are not concentrated in any particular region of the
country or with any individual or group.

UAL periodically receives equity instruments and warrants from companies
for which it performs services, in addition to the cash paid for such services.
Primarily all of the equity instruments are in private companies with no readily
available market value. Equity interests and warrants for which there is not a
public market are valued based on factors such as significant equity financing
by sophisticated, unrelated new investors, a history of positive cash flow from
operations, the market value of comparable publicly traded companies (discounted
for illiquidity) and other pertinent factors. Management also considers recent
offers to purchase a portfolio company's securities and the filings of
registration statements in connection with a portfolio company's initial public
offering when valuing warrants. During the years ended December 31, 1998 and
1999, the Company received equity investments from three and one companies,
respectively. Due to the factors indicated above, no revenue was recognized in
connection with the receipt of equity instruments in the years ended December
31, 1998 and 1999. Prior to the Merger, upon

F-8
<PAGE> 50
VFINANCE.COM, INC.
(FORMERLY PEACHTREE FIBEROPTICS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998 AND 1999

1. SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS (CONTINUED)

REVENUE RECOGNITION (CONTINUED)
receipt of such equity instruments all such instruments were immediately
distributed to the UAL partners, in accordance with the distribution terms of
the UAL Operating Agreement. Subsequent to the Merger no such equity instruments
were received.

For equity instruments and warrants received in public companies, the
Company recognizes revenue equal to the fair value on the date of receipt,
discounted for any defined restrictions on the equity instruments or warrants.
During 1999, but prior to the Merger, $17,312 of revenue was recognized by UAL
in connection with equity instruments received from public companies. Such
instruments were distributed to UAL's shareholders upon receipt.

At December 31, 1999, certain transactions in process may result in UAL
receiving equity instruments as discussed above. In such event, the Company will
record revenues related to the receipt of such equity instruments at fair value.
In addition, the Company would also record compensation expense at fair value
related to the distribution of some or all of such equity instruments to
employees or independent contractors involved with the related transaction.

VFin sells two types of memberships to its website: (i) one year
memberships to venture capital vendors, who are interested in providing services
to other companies or individuals; and (ii) three-month memberships to
entrepreneurs who have new business ideas to sell. The sale of each type of
membership is recorded as deferred revenue and amortized over the life of the
membership. VFin's revenues are not concentrated in any particular region of the
country or with any individual or group. Fees related to such memberships are
included in "other fees" in the statements of income for the years ended
December 31, 1998 and 1999.

Primarily all membership sales are consummated using an on-line credit card
processing service, which performs routine credit verification. VFin does not
require collateral and receives payment directly from the credit card company.
Thus, there is potential for credit losses. Credit losses aggregated $4,465 for
the year ended December 31, 1998. There were no credit losses for the year ended
December 31, 1999.

HTM Logic was the original owner and designer of the vFinance.com website
prior to VFin's acquisition of such website and maintains a legend on the
website indicating as such. The terms of the purchase agreement related to
VFin's acquisition of the website provided that VFin would receive a referral
fee equal to 25% of all income earned by HTM Logic from business generated as a
result of the website legend. No such revenue was earned by VFin for the years
ended December 31, 1998 and 1999.

F-9
<PAGE> 51
VFINANCE.COM, INC.
(FORMERLY PEACHTREE FIBEROPTICS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998 AND 1999

1. SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS (CONTINUED)
BASIS OF PRESENTATION

The consolidated balance sheet includes the accounts of the Company and its
wholly-owned subsidiaries. All intercompany accounts have been eliminated in
consolidation. References to the statement of income for the year ended December
31, 1998 in the financial statements and the notes thereto include the results
of operations of UAL for the year ended December 31, 1998 and the results of
operations of VFin for the period from inception (February 5, 1998) through
December 31, 1998. The statement of income for the year ended December 31, 1999
includes the results of operations of UAL and VFin for the year ended December
31, 1999 and the results of operations of Peachtree FiberOptics, Inc. for the
period from November 8, 1999 (date of Merger) through December 31, 1999.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the accompanying financial
statements. Actual results may differ from those estimates, and such differences
may be material to the financial statements.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include all highly liquid investments with a
maturity of three months or less when purchased.

ADVERTISING COSTS

Advertising costs are expensed as incurred. Total advertising expense
amounted to $11,736 and $3,539 for the years ended December 31, 1998 and 1999,
respectively.

STOCK BASED COMPENSATION

The Company has elected to follow Accounting Principles Board Opinion No.
25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES ("APB 25"), and related
interpretations in accounting for its employee stock options and stock purchase
warrants because the alternative fair value accounting provided for under
Statement of Financial Accounting Standards No. 123, ACCOUNTING FOR STOCK BASED
COMPENSATION ("SFAS 123"), requires the use of option valuation models that were
not developed for use in valuing employee stock options. Under APB 25, if the
exercise price of the Company's employee stock options equals or exceeds the
market price of the underlying stock on the date of grant no compensation
expense is recognized.

F-10
<PAGE> 52
VFINANCE.COM, INC.
(FORMERLY PEACHTREE FIBEROPTICS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998 AND 1999

1. SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS (CONTINUED)
FINANCIAL INSTRUMENTS

The fair value of the Company's financial instruments, which includes cash
and cash equivalents, accounts receivable, accrued expenses, notes payable and
advanced client costs approximates their carrying values.

The Company's financial instruments that are exposed to concentrations of
credit risk consist primarily of cash and cash equivalents and accounts
receivable. The Company places its cash with high quality financial
institutions.

EQUIPMENT AND INTANGIBLE ASSETS

Equipment is stated on the basis of cost less accumulated depreciation and
consists primarily of computer equipment and internal use software. Depreciation
is computed using the straight-line method over the estimated useful lives of
the assets, 2-3 years, for financial reporting purposes.

The carrying values of intangible assets as well as other long-lived assets
are reviewed if the facts and circumstances suggest that they may be impaired.
If this review indicates that the assets will not be recoverable, as determined
based on the undiscounted estimated cash flows of the Company over the remaining
amortization period, the Company's carrying values of the assets would be
reduced to their estimated fair values.

INCOME TAXES

The Company accounts for income taxes under the liability method in
accordance with Statement of Financial Accounting Standards No. 109, "ACCOUNTING
FOR INCOME TAXES". Under this method, deferred income tax assets and liabilities
are determined based on differences between the financial reporting and tax
bases of assets and liabilities and are measured using the enacted tax rates and
laws that will be in effect when the differences are expected to reverse.

Prior to the Merger, UAL was a Florida limited liability company and
reported income for federal income tax purposes as a partnership under the
Internal Revenue Code. As a result, the individual partners were taxed on the
income of the Company for federal and state income tax purposes. Prior to 1998,
the State of Florida did not recognize limited liability company status, and the
Company recorded a state income tax provision, including providing for deferred
income taxes based on the differences between the tax basis and the financial
reporting basis of certain assets and liabilities. During 1998, the State of
Florida retroactively changed its laws to recognize limited liability company
status. Thus, the Company eliminated its deferred income taxes and recognized
such amounts in the statements of income.

The accompanying financial statements reflect an additional provision for
federal income taxes on a pro forma basis as if UAL were liable for federal
income taxes as a

F-11
<PAGE> 53
VFINANCE.COM, INC.
(FORMERLY PEACHTREE FIBEROPTICS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998 AND 1999

1. SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS (CONTINUED)

INCOME TAXES (CONTINUED)
taxable entity for the year ended December 31, 1998 and for the period from
January 1, 1999 through November 8, 1999 (date of Merger).

DISTRIBUTIONS TO UAL PARTNERS

Prior to the Merger, UAL made frequent cash distributions to its partners
based on cash flow availability. These distributions were occasionally in the
form of accounts receivable collected by the partners. In order to maintain
equity balances approximately equal to the original percentages set forth in the
UAL Operating Agreement, UAL periodically made non-cash adjustments to the
equity accounts, upon the consent of the partners. Prior to the Merger, UAL
declared distributions payable to two of its three partners equal to
substantially all of UAL's retained earnings. At December 31, 1999,
distributions payable aggregating $172,586 were owed to the former UAL partners.

STATEMENT OF CASH FLOWS

Non cash items affecting the Statement of Cash Flows are as follows:

<TABLE>
<CAPTION>
1998 1999
------- ----------
<S> <C> <C>
Retroactive recapitalization of VFinance Holdings,
Inc. due to reverse acquisition.................. $13,000 $ --
Deferred compensation recorded in connection with
common stock issued related to restricted stock
performance plan................................. -- 3,828,825
Change in fair market value of stock issued in
connection with restricted stock performance
plan............................................. -- 587,860
Issuance of stock options and stock purchase
warrants......................................... -- 316,800
Conversion of related party debt to common stock... -- 25,000
</TABLE>

EARNINGS PER SHARE

The Company calculates earnings per share in accordance with Statement of
Financial Accounting Standards No. 128, EARNINGS PER SHARE ("SFAS No. 128"). In
accordance with SFAS No. 128, basic earnings per share is computed using the
weighted average number of shares of common stock outstanding and diluted
earnings per share is computed using the weighted average number of shares of
common stock and the dilutive effect of options and warrants outstanding, using
the "treasury stock" method.

F-12
<PAGE> 54
VFINANCE.COM, INC.
(FORMERLY PEACHTREE FIBEROPTICS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998 AND 1999

2. ACQUISITIONS

On December 24, 1999, the Company acquired the membership interests of
Pinnacle Capital Group, LC ("Pinnacle") for $40,000 and subsequently entered
into employment agreements with the former Pinnacle partners (See Note 9). The
acquisition was accounted for under the purchase method of accounting. Pinnacle
holds a broker/dealer license and is located in Miami, Florida. The
consideration consisted of the issuance of stock purchase warrants giving the
holders the right to purchase 10,000 shares of the Company's common stock at an
exercise price of $2.50 per warrant. The warrants had a fair value, based on the
Black Scholes model, of $4.00 per warrant. The warrants vest immediately and are
exercisable for a period of five years, at the discretion of the holders. The
Company allocated the purchase price based on the fair value of the assets
acquired (cash aggregating $5,000) with the remainder of such purchase price
allocated to goodwill. Goodwill related to this acquisition is being amortized
over two years concurrent with the terms of the employment agreements.

3. RELATED PARTY TRANSACTIONS

UAL had managed, through a subsidiary, an offshore venture capital fund
(the "Fund"). The Fund is no longer active. The Fund's investors include the
Primary Shareholders of the Company. In April 1998, the Fund loaned the Company
$25,000 through a verbal agreement. The note did not bear interest and did not
have a specified due date. On December 31, 1999, the Company converted the
outstanding balance of $25,000 into 8,400 shares of the Company's common stock
at an effective per share price of $2.98, in accordance with the terms of the
conversion agreement. The fair market value of the stock on the date of issuance
was $4.19 per share. Accordingly, the Company recognized $10,164 as non-cash
compensation expense, equal to the difference between the contractually agreed
price per share and the market price per share at the date of conversion.

VFin executed a management agreement (the "Management Agreement") with a
former shareholder of MD Information Systems (the "Managing Agent"), the
previous owner of the vFinance.com website. Under the terms of the Management
Agreement, the Managing Agent was appointed President and Chief Executive
Officer of VFin with the authority to manage its operations. Under the terms of
the Management Agreement, the Managing Agent received $33,000 and $36,000 of
fees for the years ended December 31, 1998 and 1999. On December 31, 1999, the
Management Agreement and the Managing Agent were terminated.

The former shareholder of MD Information System was granted 100,000 stock
options in VFin. In connection with the Merger such stock options were converted
into 20,000 shares of the Company's common stock at fair value, accordingly, no
compensation expense was recorded in connection with such conversion.

On November 8, 1999, the Company entered into three year employment
agreements (the "Agreements") with the Company's Chief Executive Officer and
Vice Chairman, who

F-13
<PAGE> 55
VFINANCE.COM, INC.
(FORMERLY PEACHTREE FIBEROPTICS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998 AND 1999

3. RELATED PARTY TRANSACTIONS (CONTINUED)
holds 34% of the total outstanding common shares of the Company and the
Company's President and Chairman, who holds 34% of the total outstanding common
shares of the Company (collectively the "Primary Shareholders"). Under the terms
of the Agreements, which are renewable as directed by a majority vote of the
board of directors, each individual shall receive (i) an initial base salary of
$150,000 per annum for the first year with a 5% increase per annum beginning one
year from the date of the Agreements (the Company's board of directors may
increase such salaries at their discretion); (ii) discretionary bonuses as
determined by the Company's board of directors primarily based on each
individuals performance; (iii) incentive compensation paid monthly equal to
Available Cash, as defined, primarily based on performance of the Company; and
(iv) in the event the Company does not put into place by June 1, 2000 the
issuance of Class A Common Stock, each individual will receive 500,000 stock
options with grant prices equal to 120% of fair value with vesting provisions as
defined in the Agreements. The Agreements also contain provisions related to
severance and change of control upon the occurrence of certain events.

4. ADVANCED CLIENT COSTS

As part of its operations, UAL's employees incur expenses that are
reimbursable by its clients. These expenses are recorded when incurred and
submitted for reimbursement by the employees, as an account receivable from the
client and a liability to the employee. At such point payment is received, the
employee is reimbursed for the expenses. The amounts expected to be collected
from the client are recorded as a reduction of accounts receivable. Amounts
deemed uncollectible by management are recorded as liabilities.

5. INCOME TAXES

Deferred income taxes reflect the effect of temporary differences between
the carrying amounts of the assets and liabilities for financial reporting
purposes and amounts used for income taxes. As discussed in Note 1, the Florida
law changed regarding limited liability companies and all state income taxes
became the responsibility of the UAL partners, individually until the Merger
date. Thus, the Company's provision for income taxes consists of income taxes
based on the results of operations of VFin from January 1, 1999 through the
Merger date and the results of operations of the Company from the Merger date
through December 31, 1999.

F-14
<PAGE> 56
VFINANCE.COM, INC.
(FORMERLY PEACHTREE FIBEROPTICS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998 AND 1999

5. INCOME TAXES (CONTINUED)
The provision for income taxes consisted of the following:

<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31,
---------------
1998 1999
------ ------
<S> <C> <C>
State:
Current.............................................. $ -- $ --
Deferred............................................. 1,925 --
------ ------
Total............................................. $1,925 $ --
====== ======
</TABLE>

Deferred income taxes reflect the net tax effect of temporary differences
between the carrying amounts of the assets and liabilities for financial
reporting purposes and amounts used for income taxes. The Company's deferred
income tax assets consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1998 1999
-------- --------
<S> <C> <C>
Unearned revenue................................... $ -- $ 2,472
Depreciation....................................... -- 11,943
Net operating loss carryforward.................... -- 27,130
Deferred income tax asset valuation allowance...... -- (41,545)
-------- --------
Net deferred income tax asset...................... $ -- $ --
======== ========
</TABLE>

Net operating loss carryforwards totaled $77,515 at December 31, 1999. The
net operating loss carryforwards will begin to expire in the year 2019 if not
utilized. After consideration of all the evidence, both positive and negative,
management has recorded a valuation allowance at December 31, 1999 due to the
uncertainty of realizing the deferred income tax assets.

Net operating losses aggregating approximately $3,514,000 generated by
Peachtree FiberOptics, Inc., prior to the Merger, will not be utilized for book
purposes due to the Merger and in connection with Internal Revenue Code Section
382 have limited use for income tax purposes.

6. EMPLOYMENT AGREEMENTS

F-15
<PAGE> 57
VFINANCE.COM, INC.
(FORMERLY PEACHTREE FIBEROPTICS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998 AND 1999

6. EMPLOYMENT AGREEMENT (CONTINUED)
immediately returnable to the Company or (ii) the employee fails to meet certain
cash revenue goals by February 15, 2001, as defined by the employment
agreements, in which event the shares, or a percentage of such shares, would be
immediately returnable to the Company, based on a formula contained in each
employment agreement.

The employment agreements have been accounted for as restricted stock
performance plans. In a restricted stock performance plan, the nature of the
restriction results in the compensation cost being measured at the date when the
number of shares to be awarded is known. Consequently, the measurement of
compensation at the date the performance criteria are met, measures the ultimate
compensation to be recognized by the Company. These employment agreements are
variable plans, therefore, interim estimates of compensation will be required
based on the combination of the fair market value of the common stock as of the
end of the reporting period and the extent or degree of compliance with the
performance criteria. Accordingly, in connection with the employment agreements
the Company recorded deferred compensation aggregating $3,828,825, based on the
fair market value of the Company's common stock at December 17, 1999. At
December 31, 1999, the Company recorded an additional $587,860 of deferred
compensation based on the fair market value of the Company's common stock at
December 31, 1999. No compensation expense was recognized for the year ended
December 31, 1999, because the measurement period related to the performance
criteria does not begin until February 15, 2000. Due to the contingency related
to the issuance of such shares, none of these shares are indicated in the
computation of basic or diluted earnings per share.

7. STOCK OPTIONS AND STOCK PURCHASE WARRANTS

The Company has elected to follow Accounting Principle Board Opinion No.
25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES ("APB 25"), and related
interpretations in accounting for its employee stock options because the
alternative fair value accounting provided under FASB Statement No. 123,
ACCOUNTING FOR STOCK-BASED COMPENSATION, ("SFAS 123") requires the use of option
valuation models that were not developed for use in valuing employee stock
options. As permitted by the Standard, the Company adopted the disclosure
alternative of SFAS 123. Under APB 25, when the exercise price of the Company's
stock options equals or exceeds the fair value of the underlying stock on the
date of grant, no compensation expense is recorded.

F-16
<PAGE> 58
VFINANCE.COM, INC.
(FORMERLY PEACHTREE FIBEROPTICS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998 AND 1999

7. STOCK OPTIONS AND STOCK PURCHASE WARRANTS (CONTINUED)
A summary of the stock option activity is as follows:

<TABLE>
<CAPTION>
WEIGHTED
NUMBER EXERCISE AVERAGE
OF PRICE PER EXERCISE
SHARES OPTION PRICE
--------- ------------- --------
<S> <C> <C> <C>
Outstanding options at January 1,
1999................................ -- -- --
Granted.......................... 1,065,000 $2.50 - $6.00 $4.19
---------
Outstanding options at December 31,
1999................................ 1,065,000
=========
</TABLE>

The following table summarizes information concerning stock options
outstanding at December 31, 1999:

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE REMAINING
EXERCISE NUMBER CONTRACTUAL
PRICE OUTSTANDING LIFE (IN YEARS)
-------- ----------- -----------------
<S> <C> <C>
$2.50............................ 75,000 4.8
3.00............................ 210,000 5.0
4.00............................ 220,000 5.0
4.13............................ 30,000 5.0
4.95............................ 300,000 5.0
5.00............................ 220,000 5.0
6.00............................ 10,000 5.0
---------
1,065,000
=========
</TABLE>

Options granted to employees are exercisable according to the terms of each
agreement, ranging from one month to four years. At December 31, 1999, 9,000
options outstanding were exercisable. At December 31, 1999, 1,075,000 shares of
the Company's common shares are reserved for issuance related to stock options
and stock purchase warrants which were outstanding at December 31, 1999.

Pro forma information regarding net income is required by SFAS 123, which
also requires that the information be determined as if the Company has accounted
for its employee stock options under the fair value method. The fair value for
options granted was estimated at the date of grant using the Black Scholes
option pricing model with the following weighted-average assumptions: risk-free
interest rates ranging from 5.93% to 6.18%; no dividend yields; volatility
factor of the expected market price of the Company's common stock of 6.552 for
options issued prior to the Merger and 1.194 for options issued subsequent to
the Merger; and an expected life of the options of 5 years.

At December 31, 1999, the weighted average fair value of the options
granted during 1999 equaled $4.19 per share. For purposes of pro forma
disclosures, the estimated fair

F-17
<PAGE> 59
VFINANCE.COM, INC.
(FORMERLY PEACHTREE FIBEROPTICS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998 AND 1999

7. STOCK OPTIONS AND STOCK PURCHASE WARRANTS (CONTINUED)
value of the options is amortized to expense over the options' vesting periods.
The Company's pro forma net income for 1998 and 1999 was $796,745 and $560,334,
respectively. The Company's pro forma basic and diluted earnings per share for
1998 and 1999 was $0.12 and $0.08, respectively.

The Company recorded deferred compensation of $187,500 during 1999 in
connection with the grants of employee stock options with exercise prices lower
than the deemed fair value per share of the Company's common stock on the date
of the grant. Such amounts are being amortized over the vesting period, and
accordingly, $22,500 of compensation expense was recognized in 1999 relative to
employee options.

On December 1, 1999, the Company entered into an agreement with a company
providing financial consulting services, (the "Financial Services Agreement").
The Financial Services Agreement is for a term of six months with six month
renewals based upon mutual consent. The Financial Services Agreement provides
for a monthly retainer and the grant of 30,000 stock options which vest at a
rate of 5,000 shares per month beginning one month from the date of grant. The
options have exercise prices ranging from $4.00 to $6.00 and are exercisable for
a period of five years. The Company recorded deferred compensation of $129,300
at December 31, 1999, which will be amortized over the term of the agreement.

On September 27, 1999, the Company (formerly, Peachtree FiberOptics, Inc.)
entered into a Stock Purchase Agreement with River Rapids LTD which was amended
on December 22, 1999, whereby the Company sold to River Rapids LTD 100,000
shares of the Company's common stock at $2.50 per share and granted River Rapids
an option to acquire 210,000 shares of common stock at $3.00 per share, 210,000
shares of common stock at $4.00 per share, and 210,000 shares of common stock at
$5.00 per share. Such options expire September 27, 2002.

F-18
<PAGE> 60
VFINANCE.COM, INC.
(FORMERLY PEACHTREE FIBEROPTICS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998 AND 1999

8. EARNINGS PER SHARE

The following table sets forth the computation of pro forma basic and
diluted earnings per share (in thousands except per share amounts) for the years
ended December 31, 1998 and 1999:

<TABLE>
<CAPTION>
1998 1999
---------- ----------
<S> <C> <C>
Numerator:
Pro forma net income.................................. $ 497,734 $ 352,128
========== ==========
Denominator:
Denominator for basic earnings per share-weighted
average shares........................................ 6,678,836 7,254,638
Effect of dilutive securities:
Options............................................... -- 5,955
Warrants.............................................. -- 23,433
---------- ----------
Dilutive potential common shares(1)..................... -- 29,388
---------- ----------
Denominator for diluted earnings per share-adjusted
weighted average shares............................... 6,678,836 7,284,026
========== ==========
Pro forma basic earnings per share...................... $ 0.07 $ 0.05
========== ==========
Pro forma diluted earnings per share.................... $ 0.07 $ 0.05
========== ==========
</TABLE>

------------------------

(1) Stock options aggregating 530,000 shares of common stock at December 31,
1999, were outstanding but were not included in the computation of pro forma
diluted earnings per share at December 31, 1999 because the exercise price
was greater than the average market price of the common shares, and
therefore, the effect would be antidilutive.

9. SUBSEQUENT EVENTS

On January 3, 2000, the Company entered into an asset purchase agreement
and employment agreements with two individuals, who were former partners in
Pinnacle, for the term of three years. The assets purchased were furniture and
fixtures owned individually by the key personnel. The consideration consisted of
the issuance of stock purchase warrants giving the holders the right to purchase
190,000 shares of the Company's common stock at an exercise price of $2.50 per
warrant. The fair value of the stock purchase warrants, based on the Black
Scholes model, is $4.00 per warrant. The Company recognized deferred
compensation of $285,000 which will be amortized over the term of the employment
agreements. The warrants are exercisable for a period of five years, at the
discretion of the holders. In addition, the Company granted each individual
100,000 stock options at $5.00 per share and 100,000 stock options at $7.50 per
share. Such options vest according to the terms of the employment agreement.

F-19
<PAGE> 61
VFINANCE.COM, INC.
(FORMERLY PEACHTREE FIBEROPTICS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998 AND 1999

9. SUBSEQUENT EVENTS (CONTINUED)
On January 6, 2000, the Company entered into an employment agreement,
granting the employee options to purchase 30,000 shares of its common stock,
after a three month probationary period at a per share exercise price of $5.00.
The options vest at a rate of 7,500 shares per year beginning after the first
anniversary of the employee's employment. As the grant price of the options
equaled fair value no compensation expense was recorded.

Effective March 13, 2000, the Company increased the authorized common
shares from 20,000,000 to 25,000,000. In addition, the Company established Blank
Check preferred stock, authorizing 2,500,000 preferred shares.

Subsequent to December 31, 1999, the Company's Board of Directors
authorized management to pursue the issuance of approximately 2.3 million shares
of the Company's common stock for an aggregate purchase price of approximately
$7.0 million in connection with a private placement.

On March 13, 2000, Peachtree FiberOptics, Inc. changed its name to
vFinance.com, Inc.

F-20
<PAGE> 62

VFINANCE.COM, INC.

CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1999 2000
------------ ----------
<S> <C> <C>
ASSETS
Cash and cash equivalents.............................. $ 228,484 $ 298,921
Accounts receivable.................................... 233,306 292,839
Stock subscriptions receivable......................... -- 3,270,500
Other assets........................................... 2,150 14,066
----------- ----------
Total current assets................................. 463,940 3,876,326

FURNITURE AND EQUIPMENT, AT COST:
Furniture and equipment................................ 6,576 26,713
Internal use software.................................. 104,164 113,081
----------- ----------
110,740 139,794
Less accumulated depreciation.......................... (89,061) (95,539)
----------- ----------
Net furniture and equipment............................ 21,679 44,255
Goodwill, net of accumulated amortization.............. 35,000 28,567
----------- ----------
Total assets......................................... $ 520,619 $3,949,148
=========== ==========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable....................................... $ 103,445 $ 331,915
Accrued expenses....................................... 75,061 330,736
Deferred revenue....................................... 7,063 --
Distributions payable to Primary Shareholders.......... 172,586 12,586
Advanced client costs.................................. 35,362 50,863
----------- ----------
Total current liabilities............................ 393,517 726,100

SHAREHOLDERS' EQUITY:
Preferred stock, $.01 par value, 2,500,000 shares
authorized, no shares issued and outstanding......... -- --
Common stock, $0.01 par value, 20,000,000 and
25,000,000 shares authorized, 9,099,400 and
10,447,300 shares issued and outstanding as of
December 31, 1999 and March 31, 2000, respectively... 90,994 104,473
Additional paid in capital............................. 3,921,690 10,539,164
Deferred compensation.................................. (3,584,732) (5,524,955)
Accumulated deficit.................................... (300,850) (1,895,634)
Total shareholders' equity........................... 127,102 3,223,048
----------- ----------
Total liabilities and shareholders' equity........... $ 520,619 $3,949,148
=========== ==========
</TABLE>

See accompanying notes.

F-21
<PAGE> 63

VFINANCE.COM, INC.

CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------------
1999 2000
---------- -----------
<S> <C> <C>
REVENUES:
Success fees......................................... $ -- $ 211,200
Consulting fees...................................... 217,709 344,766
Other fees........................................... 9,219 69,453
---------- -----------
Total revenues..................................... 226,928 625,419

COST OF REVENUES:
Success.............................................. -- 185,943
Consulting........................................... 39,703 86,811
---------- -----------
Income from operations............................... 187,225 352,665
General and administrative expenses.................. 19,599 114,183
Payroll and related benefits......................... -- 112,460
Professional fees.................................... 1,850 125,614
Provision for bad debts.............................. 77,076 --
Amortization of non-cash deferred compensation....... -- 1,596,344
---------- -----------
Operating income (loss).............................. 88,700 (1,595,936)
Interest income...................................... -- 1,152
---------- -----------
Net income (loss).................................. $ 88,700 $(1,594,784)
========== ===========
Pro forma provision for federal income taxes......... 31,045 --
---------- -----------
Pro forma net income (loss)........................ $ 57,655 $(1,594,784)
========== ===========

PRO FORMA EARNINGS PER SHARE:
Basic................................................ $ 0.01 $ (0.19)
========== ===========
Weighted average number of common shares used in
computing basic earnings per share................. 6,955,000 8,414,627
========== ===========
Diluted.............................................. $ 0.01 $ (0.16)
========== ===========
Weighted average number of common shares used in
computing diluted earnings per share............... 6,955,000 10,189,626
========== ===========
</TABLE>

See the accompanying notes.

F-22
<PAGE> 64

VFINANCE.COM, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-----------------------
1999 2000
--------- -----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss)..................................... $ 88,700 $(1,594,784)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization....................... 1,895 10,507
Amortization of deferred compensation............... -- 1,596,344
Changes in assets and liabilities:
Accounts receivable................................. 90,081 (59,533)
Other assets........................................ (150) (11,916)
Accounts payable.................................... -- 47,356
Accrued expenses.................................... (33,375) 255,675
Advanced client costs............................... (3,661) 15,501
Deferred revenues................................... (3,795) (7,063)
--------- -----------
Net cash provided by operating activities...... 139,695 252,087

INVESTING ACTIVITIES:
Purchase of equipment................................. -- (21,650)
--------- -----------
Net cash used in investing activities............ -- (21,650)

FINANCING ACTIVITIES:
Repayment of note payable............................. (11,667) --
Proceeds from issuance of common stock................ 49,634 --
Distributions to former partners...................... (130,000) (160,000)
--------- -----------
Net cash used in financing activities............... (92,033) (160,000)
Increase in cash and cash equivalents................. 47,662 70,437
Cash and cash equivalents at beginning of year........ 9,485 228,484
--------- -----------
Cash and cash equivalents at end of period............ $ 57,147 $ 298,921
========= ===========
</TABLE>

See accompanying notes.

F-23
<PAGE> 65

VFINANCE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999 AND 2000
(UNAUDITED)

1. SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS

DESCRIPTION OF BUSINESS

vFinance.com, Inc. ("the Company") through its wholly owned subsidiaries
vFinance Holdings, Inc., Union Atlantic LC and Union Atlantic Capital, L.C., is
a "new-media" enterprise focused on providing business development tools and
information, primarily to companies throughout the United States.

Union Atlantic, LC ("Union Atlantic" or "UAL") is a management consulting
firm which provides corporations and high net worth individuals with management
and access to capital resources for the purpose of expediting corporate
development. UAL specializes in the technology industry. UAL had managed an
offshore venture capital fund, which was partially owned by certain members of
the Company's senior management team. Such fund is inactive.

Union Atlantic Capital, L.C. ("UAC") is a broker-dealer registered with the
Securities and Exchange Commission and is a member of the National Association
of Security Dealers (NASD). UAC provides the placement of both debt and equity
securities with institutional investors. The completion of this acquisition
transferring the broker/dealer license is subject to approval of the change of
ownership by the National Association of Securities Dealers, Inc. This approval
is currently pending (see Note 2--Acquisitions).

On November 8, 1999, Peachtree FiberOptics entered into a Share Exchange
Agreement providing for the acquisition of VFin and UAL (the "Merger").
Peachtree FiberOptics, Inc. exchanged 2,800,000 shares of its common stock for
all of the outstanding shares of VFin and 4,155,000 shares of its common stock
for all outstanding membership interests in UAL. For accounting purposes, the
acquisitions have been treated as a recapitalization (reverse acquisition) with
VFin and UAL as the acquirers. VFin and UAL were considered entities under
common control prior to the Merger. The Merger qualified as a tax-free exchange
under section 351 of the Internal Revenue Code of 1986.

REVENUE RECOGNITION

UAL earns revenue from consulting fees and success fees. Consulting fees
are deferred when received and recognized when services are rendered, generally
over the life of the agreement. Success fees are agreed upon amounts based on
the percentage of the total value of a transaction and are contingent on the
successful completion of a specified transaction. These fees are recognized when
earned, per the terms of the contracts. UAL does not require collateral from its
customers. UAL's revenues are not concentrated in any particular region of the
county or with any individual or group.

F-24
<PAGE> 66
VFINANCE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1999 AND 2000
(UNAUDITED)

1. SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS (CONTINUED)

REVENUE RECOGNITION (CONTINUED)
UAL periodically receives equity instruments and warrants from companies
for which it performs services, in addition to the cash paid for such services.
Primarily all of the equity instruments are in private companies with no readily
available market value. Equity interests and warrants for which there is not a
public market are valued based on factors such as significant equity financing
by sophisticated, unrelated new investors, a history of positive cash flow from
operations, the market value of comparable publicly traded companies (discounted
for illiquidity) and other pertinent factors. Management also considers recent
offers to purchase a portfolio company's securities and the filings of
registration statements in connection with a portfolio company's initial public
offering when valuing warrants. During the quarters ended March 31, 1999 and
2000, the Company received equity investments from one company and two
companies, respectively. Due to the factors indicated above, no revenue was
recognized in connection with the receipt of equity instruments in the quarters
ended March 31, 1999 and 2000. Prior to the merger, upon receipt of such equity
instruments all such instruments were immediately distributed to the UAL
partners, in accordance with the distribution terms of the UAL Operating
Agreement.

At March 31, 2000, certain transactions in process may result in UAL
receiving equity instruments as discussed above. In such event, the Company will
record revenue related to the receipt of such equity instruments at fair value.
In addition, the Company would also record compensation expense for the fair
value related to the distribution of some or all of such equity instruments to
employees or independent contractors involved with the related transaction.

VFin sells two types of memberships to its website: (i) one year
memberships to venture capital vendors, who are interested in providing services
to other companies or individuals; and (ii) three-month memberships to
entrepreneurs who have new business ideas to sell. The sale of each type of
membership is recorded as deferred revenue and amortized over the life of the
membership. VFin's revenues are concentrated primarily in the United States but
are not concentrated in any particular region of the country or with any
individual or group. Fees related to such memberships are included in "other
fees" in the financial statements of income for the three months ended March 31,
1999 and 2000.

F-25
<PAGE> 67
VFINANCE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1999 AND 2000
(UNAUDITED)

1. SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS (CONTINUED)

REVENUE RECOGNITION (CONTINUED)
potential for credit losses, there were no credit losses for the three months
ended March 31, 1999 and 2000.

BASIS OF PRESENTATION

The consolidated balance sheets include the accounts of the Company and its
wholly owned subsidiaries. All intercompany accounts have been eliminated in
consolidation.

USE OF ESTIMATES

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include all highly liquid investments with
maturity of three months or less when purchased.

ADVERTISING COSTS

Advertising costs are expensed as incurred. Total advertising expense
amounted to $2,586 and $2,150 for the three months ended March 31, 1999 and
2000, respectively.

STOCK BASED COMPENSATION

The Company has elected to follow Accounting Principles Board Opinion No.
25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES ("APB 25") and related
interpretations in accounting for its employee stock options and stock purchase
warrants because the alternative fair value accounting provided for under
Statement of Financial Accounting Standards No. 123, accounting for stock based
compensation ("SFAS 123") requires the use of option valuation models that were
not developed for use in valuing employee stock options. Under APB 25, if the
exercise price of the Company's employee

F-26
<PAGE> 68
VFINANCE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1999 AND 2000
(UNAUDITED)

1. SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS (CONTINUED)

STOCK BASED COMPENSATION (CONTINUED)
stock options equals or exceeds the market price of the underlying stock on the
date of grant no compensation expense is recognized.

FINANCIAL INSTRUMENTS

The fair value of the Company's financial instruments, which includes cash
and cash equivalents, accounts receivable, accounts payable, accrued expenses,
notes payable and advanced client costs approximates its carrying value.

FURNITURE AND EQUIPMENT AND INTANGIBLE ASSETS

Furniture and Equipment is stated on the basis of cost less accumulated
depreciation and consists primarily of computer equipment and internal use
software. Depreciation is computed using the straight-line method over the
estimated useful lives of the assets, 2-10 years, for financial reporting
purposes.

The carrying values of intangible assets as well as other long-lived assets
are reviewed if the facts and circumstances suggest that they may be impaired.
If this review indicates that the assets will not be recoverable, as determined
based on the undiscounted estimated cash flows of the Company over the remaining
amortization period, The Company's carrying values of the assets would be
reduced to their estimated fair values.

INCOME TAXES

The accompanying financial statements reflect an additional provision for
federal income taxes on a pro forma basis as if UAL were liable for federal
income taxes as a taxable entity for the three months ended March 31, 1999.

DISTRIBUTIONS TO UAL PARTNERS

Prior to the Merger, UAL made frequent cash distributions to its partners
based on cash flow availability. These distributions were occasionally in the
form of accounts

F-27
<PAGE> 69
VFINANCE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1999 AND 2000
(UNAUDITED)

1. SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS (CONTINUED)

DISTRIBUTIONS TO UAL PARTNERS (CONTINUED)
receivable collected by the partners. In order to maintain equity balances
approximately equal to the original percentages set forth in the UAL Operating
Agreement, UAL periodically made non-cash adjustments to the equity accounts,
upon the consent of the partners. Prior to the Merger, UAL declared
distributions payable to two of its three partners equal to substantially all of
UAL's retained earnings. At March 31, 2000, distributions payable aggregating
$12,586 were owed to the former UAL partners.

STATEMENT OF CASH FLOWS

Non-cash items affecting the Consolidated Statements of Cash Flows are as
follows:

<TABLE>
<CAPTION>
MARCH 31, 1999 MARCH 31, 2000
-------------- --------------
<S> <C> <C>
Purchase of equipment with stock options... -- $ 5,000
Change in fair market value of stock issued
in connection with restricted stock
performance plan......................... -- 2,221,879
Issuance of stock options and stock
purchase warrants........................ -- 850,938
</TABLE>

EARNINGS PER SHARE

The Company calculates earnings per share in accordance with Statement of
Financial Accounting Standards No. 128, EARNINGS PER SHARE ("SFAS 128"). In
accordance with SFAS 128, basic earnings per share is computed using the
weighted average number of shares of common stock outstanding and diluted
earnings per share is computed using the weighted average number of shares of
common stock and the dilutive effect of options and warrants outstanding, using
the "treasury stock" method.

2. ACQUISITIONS

On December 24, 1999, the Company acquired the membership interests of
Pinnacle Capital Group, L.C., which has changed its name to Union Atlantic
Capital, L.C., for $40,000. The acquisition was accounted for under the purchase
method of accounting. UAC holds a broker/dealer license and is located in Miami,
Florida. The completion of this acquisition transferring the broker/dealer
license is subject to approval of the change of ownership by the National
Association of Securities Dealers, Inc. This approval is currently pending. The
consideration consisted of the issuance of stock purchase warrants giving the
holders the rights to purchase 10,000 shares of the Company's common stock at an
exercise price of $2.50 per warrant. The warrants had a fair value, based on the
Black Scholes model, of $4.00 per warrant. The warrants vest immediately and are
exercisable for a period of five years, at the discretion of the holders. The
Company allocated the

F-28
<PAGE> 70
VFINANCE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1999 AND 2000
(UNAUDITED)

2. ACQUISITIONS (CONTINUED)
purchase price based on the fair value of the assets acquired (cash aggregating
$5,000) with the remainder of such purchase price allocated to goodwill.
Goodwill related to this acquisition is being amortized over two years
concurrent with the terms of the employment agreements.

3. RELATED PARTY TRANSACTIONS

UAL had managed, through a subsidiary, an offshore venture capital fund
(the "Fund"). The Fund is no longer active. The Fund's investors include the
Primary Shareholders of the Company, as defined herein below. In April 1998, the
Fund loaned the Company $25,000 through a verbal agreement. The note did not
bear interest and did not have a specified due date. On December 31, 1999, the
Company converted the outstanding balance of $25,000 into 8,400 shares of the
Company's common stock at an effective per share price of $2.98, in accordance
with the terms of the conversion agreement. The fair market value of the stock
on the date of issuance was $4.19 per share. Accordingly, the Company recognized
$10,164 as non-cash compensation expense in 1999, equal to the difference
between the contractually agreed upon price per share and the market price per
share at the date of conversion.

VFin executed a management agreement (the "Management Agreement") with a
former shareholder of MD Information Systems (the "Managing Agent") the previous
owner of the vFinance.com website. Under the terms of the Management Agreement,
the Managing Agent was appointed President and Chief Executive Officer of VFin
with the authority to manage its operations. Under the terms of the Management
Agreement, the Managing Agent received $9,000 of fees for the three months ended
March 31, 1999. On December 31, 1999, the Management Agreement and the Managing
Agent were terminated.

The former shareholder of MD Information System was granted 100,000 stock
options in vFIN. In connection with the Merger such stock options were converted
into 20,000 shares of the Company's common stock at fair value, accordingly, no
compensation expense was recorded in connection with such conversion.

On November 8, 1999, the Company entered into three year employment
agreements (the "Agreements") with the Company's Chief Executive Officer and
Vice Chairman, who is the beneficial owner of 30% of the total outstanding
common shares of the Company and the Company's Chief Operating Officer and
Chairman, who is the beneficial owner of 30% of the total outstanding common
shares of the Company (collectively the "Primary Shareholders"). Under the terms
of the Agreements, which are renewable as directed by a majority vote of the
board of directors, each individual shall receive (i) an initial base salary of
$150,000 per annum for the first year with a 5% increase per annum beginning one
year from the date of the Agreements (the Company's board of directors may
increase such salaries at their discretion); (ii) discretionary bonuses as
determined by the Company's board of directors primarily based on each
individuals performance;

F-29
<PAGE> 71
VFINANCE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1999 AND 2000
(UNAUDITED)

3. RELATED PARTY TRANSACTIONS (CONTINUED)
(iii) incentive compensation paid monthly equal to Available Cash, as defined,
primarily based on performance of the UAL and the Company; and (iv) in the event
the Company does not put into place by June 1, 2000 the Class B Voting Common
Stock, each individual will receive 500,000 stock options with grant prices
equal to 120% of fair value with vesting provisions as defined in the
Agreements. The Agreements also contain provisions related to severance and
change of control upon the occurrence of certain events.

4. ADVANCED CLIENT COSTS

5. INCOME TAXES

Net operating loss carryforwards totaled $72,536 at March 31, 2000. The net
operating loss carryforwards will begin to expire in the year 2019 if not
utilized. After consideration of all the evidence, both positive and negative,
management has recorded a valuation allowance at March 31, 2000 due to the
uncertainty of realizing the deferred income tax assets.

6. EMPLOYMENT AGREEMENTS

On December 17, 1999, the Company entered into employment agreements with
three individuals. In connection with the employment agreements the Company
issued 773,500 shares of its common stock. However, the shares are subject to
divestment and return to the Company in the event and to the extent that certain
performance criteria and/or other employment conditions are not met. The shares
issued to the employees are being held in escrow and will be held in escrow
until (i) cessation of the employee's employment with the Company prior to
December 31, 2000, in which event all of the shares would be immediately
returnable to the Company or (ii) the employee fails to meet certain cash
revenue goals by February 15, 2001, as defined by the employment agreements, in
which event the shares, or a percentage of such shares, would be immediately
returnable to the Company, based on a formula contained in each employment
agreement.

F-30
<PAGE> 72
VFINANCE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1999 AND 2000
(UNAUDITED)

6. EMPLOYMENT AGREEMENTS (CONTINUED)
The employment agreements have been accounted for as restricted stock
performance plans. In a restricted stock performance plan, the nature of the
restriction results in the compensation cost being measured at the date when the
number of shares to be awarded is known. Consequently, the measurement of
compensation at the date the performance criteria are met, measures the ultimate
compensation to be recognized by the Company. These employment agreements are
variable plans, therefore, interim estimates of compensation are required based
on the fair market value of the common stock as of the end of the reporting
period and the extent or degree of compliance with the performance criteria.
Accordingly, in connection with the employment agreements, the Company recorded
deferred compensation aggregating $3,828,825, based on the fair market value of
the Company's common stock at December 17, 1999. At March 31, 2000, the Company
recorded an additional $1,634,019 of deferred compensation based on the fair
market value of the Company's common stock at March 31, 2000. Compensation
expense for the restricted stock performance plan of $686,587 was recognized for
the three months ended March 31, 2000.

On January 3, 2000, the Company entered into employment agreements with two
individuals, who were former partners in UAC, for the term of three years. In
addition, the Company granted each individual 100,000 stock options at $5.00 per
share and 100,000 stock options at $7.50 per share. Such options vest according
to the terms of the employment agreements. As the grant price of the options
equaled fair value no compensation expense was recorded.

On January 6, 2000, the Company entered into an employment agreement,
granting the employee options to purchase 30,000 shares of its common stock,
after a three month probationary period at a per share exercise price of $5.00.
The options vest at a rate of 7,500 shares per year beginning after the first
anniversary of the employee's employment. As the grant price of the options
equaled fair value, no compensation expense was recorded.

7. STOCK OPTIONS AND STOCK PURCHASE WARRANTS

F-31
<PAGE> 73
VFINANCE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1999 AND 2000
(UNAUDITED)

7. STOCK OPTIONS AND STOCK PURCHASE WARRANTS (CONTINUED)
A summary of the stock option activity is as follows:

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE NUMBER EXERCISE
EXERCISE OF PRICE PER
PRICE SHARES OPTION
-------- --------- -----------
<S> <C> <C> <C>
Outstanding options at December 31,
1999................................... $4.19 1,065,000 $2.50-$6.00
Granted................................ $6.11 480,000 $5.00-$7.50
---------
Outstanding options at March 31, 2000.... 1,545,000
=========
</TABLE>

A summary of the stock warrants issued during the quarter ended March 31,
2000 is as follows:

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE NUMBER EXERCISE
EXERCISE OF PRICE PER
PRICE SHARES WARRANT
-------- --------- -----------
<S> <C> <C> <C>
Outstanding warrants at December 31,
1999................................... $2.50 10,000 --
Granted................................ $5.81 1,119,999 $2.50-$7.20
---------
Outstanding warrants at March 31, 2000... 1,129,999
=========
</TABLE>

The following table summarizes information concerning stock options
outstanding at March 31, 2000:

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE REMAINING
EXERCISE NUMBER CONTRACTUAL
PRICE OUTSTANDING LIFE (IN YEARS)
-------------------------------------- ----------- ---------------
<S> <C> <C>
$2.50................................. 75,000 4.8
3.00................................. 210,000 5.0
4.00................................. 220,000 5.0
4.13................................. 30,000 5.0
4.95................................. 300,000 5.0
5.00................................. 450,000 5.0
5.63................................. 50,000 5.0
6.00................................. 10,000 5.0
7.50................................. 200,000 5.0
---------
1,545,000
=========
</TABLE>

F-32
<PAGE> 74
VFINANCE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1999 AND 2000
(UNAUDITED)

7. STOCK OPTIONS AND STOCK PURCHASE WARRANTS (CONTINUED)
The following table summarizes information concerning stock warrants
outstanding at March 31, 2000:

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE REMAINING
EXERCISE NUMBER CONTRACTUAL
PRICE OUTSTANDING LIFE (IN YEARS)
-------- ----------- ---------------
<S> <C> <C>
$2.50............................... 300,000 4.0-5.0
6.00............................... 129,999 4.0-5.0
7.20............................... 700,000 4.0
---------
1,129,999
=========
</TABLE>

Options granted to employees are exercisable according to the terms of each
agreement, ranging from one month to four years. At March 31, 2000, 43,000
options outstanding were exercisable. At March 31, 2000, 200,000 warrants
outstanding were exercisable. At March 31, 2000, 2,674,999 shares of the
Company's common shares outstanding are reserved for issuance related to stock
options and stock purchase warrants.

Pro forma information regarding net income is required by SFAS 123, which
also requires that the information be determined as if the Company has accounted
for its employee stock options and stock purchase warrants under the fair value
method. The fair value for options and warrants granted was estimated at the
date of grant or issuance using the Black-Scholes option pricing model with the
following weighted-average assumptions: risk-free interest rates ranging from
5.72% to 6.18%; no dividend yields; volatility factor of the expected market
price of the Company's common stock of 6.552 for options issued prior to the
Merger and 1.194 for options and warrants issued subsequent to the Merger and an
expected life of the options and warrants of 5 years.

At March 31, 2000, the weighted average exercise price of the options
granted and warrants issued during the quarter equaled $6.11 per share and $5.81
per share, respectively. For purposes of pro forma disclosures, the estimated
fair value of the options and warrants is amortized to expense over their
respective vesting periods.

The Company recorded deferred compensation of $187,500 during 1999 in
connection with grants of employee stock options with exercise prices lower than
the deemed fair value per share of the Company's common stock on the date of the
grant. Such amounts are being amortized over the vesting period, and
accordingly, $22,500 of compensation expense was amortized in the first quarter
ended March 31, 2000 relative to employee options.

On September 27, 1999, the Company entered into a Stock Purchase Agreement
with River Rapids LTD which was amended on December 22, 1999, whereby the
Company sold to River Rapids LTD 100,000 shares of the Company's common stock at
$2.50 per share and granted River Rapids an option to acquire 210,000 shares of
common stock at

F-33
<PAGE> 75
VFINANCE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1999 AND 2000
(UNAUDITED)

7. STOCK OPTIONS AND STOCK PURCHASE WARRANTS (CONTINUED)
$3.00 per share, 210,000 shares of common stock at $4.00 per share, and 210,000
shares of common stock at $5.00 per share. The options expire on September 27,
2002.

On December 1, 1999, the Company entered into an agreement with a company
providing financial consulting services, (the "Financial Services Agreement").
The Financial Services Agreement is for a term of six months with six month
renewals based upon mutual consent. The Financial Services Agreement provides
for a monthly retainer and a grant of 30,000 stock options which vest at a rate
of 5,000 shares per month beginning one month from the date of grant. The
options have exercise prices ranging from $4.00 to $6.00 and are exercisable for
a period of five years. The Company recorded deferred compensation of $129,300
during 1999 in connection with this grant, and accordingly, $64,850 of
compensation expense was amortized in the first quarter ended March 31, 2000
relative to these options.

On December 24, 1999, the Company entered into an agreement to acquire all
of the outstanding membership interests of UAC. In conjunction with this
acquisition, the Company purchased certain assets on January 3, 2000 and in
consideration therefore issued warrants to two employees to purchase 190,000
shares of the Company's common stock at an exercise price of $2.50 per warrant.
The warrants are exercisable for a period of five years, at the discretion of
the holders. During the first quarter ended March 31, 2000, the Company recorded
deferred compensation of $280,000 in connection with the issuance of these
warrants at an exercise price that was lower than the deemed fair value per
share of the Company's common stock on the date of the issuance. This amount is
being amortized over the term of the respective employment agreements, and
accordingly, $22,737 of compensation expense was amortized in the first quarter
ended March 31, 2000 relating to these warrants.

On March 31, 1999 the Company closed on a $7 million round of private
financing (the "Private Placement"). In association with the Private Placement,
the Company issued or will issue a total of 929,999 warrants, of which 700,000
warrants were issued to investors in the Private Placement, and 71,666 warrants
will be issued and 58,333 warrants were issued to agents and employees for
placing the financing and 100,000 warrants will be were issued to a company for
a finder's fee. The warrants have exercise prices ranging from $2.50 to $7.20
and are exercisable on the earlier of a) one year from the effective date of the
registration statement to be filed by the Company covering the securities issued
and to be issued to the investors or b) three or four years, as the case may be,
as defined in the agreements from the closing date. These warrants were issued
to the aforementioned for services related to the Private Placement, and have
been accounted for as offering costs net of proceeds received.

F-34
<PAGE> 76
VFINANCE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1999 AND 2000
(UNAUDITED)

8. EARNINGS PER SHARE

The following table sets forth the computation of pro forma basic and
diluted earnings per share (in thousands except per share amounts) for the
quarters ended March 31, 1999 and 2000:

<TABLE>
<CAPTION>
THREE MONTHS ENDED,
------------------------
1999 2000
--------- -----------
<S> <C> <C>
Numerator:
Pro forma net income.............. $ 57,655 $(1,594,784)
========= ===========

Denominator:
Denominator for basic earnings per
share -- weighted average
shares............................ 6,955,000 8,414,627

Effect of dilutive securities:
Options............................. -- 1,345,000
Warrants............................ -- 429,999
--------- -----------
Dilutive potential common
shares(1)......................... -- 1,774,999
--------- -----------
Denominator for diluted earnings per
share -- adjusted weighted average
shares............................ 6,955,000 10,189,626
========= ===========
Pro forma basic earnings per
share............................. $ .01 $ (.19)
========= ===========
Pro forma diluted earnings per
share............................. $ .01 $ (.16)
========= ===========
</TABLE>

-------------------------

(1) Stock options aggregating 200,000 shares of common stock and stock purchase
warrants aggregating 700,000 shares of common stock were outstanding at
March 31, 2000 but were not included in the computation of pro forma diluted
earnings per share, because the exercise price was greater than the average
market price of the common shares, and therefore, the effect would be
antidilutive.

9. SUBSEQUENT EVENTS

None

F-35
<PAGE> 77

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgements, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with any threatened, pending or completed actions, suits or
proceedings in which such person is made a party by reason of such person being
or having been a director, officer, employee or agent to the corporation. The
Delaware General Corporation Law provides that Section 145 is not exclusive of
other rights to which those seeking indemnification may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
Article XII of the Bylaws of vFinance.com, Inc. (the "Company") provides for
indemnification by the Company of its directors, officers and employees.

Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases, redemptions or
other distributions, or (iv) for any transaction from which the director derived
an improper personal benefit. The Company's Certificate of Incorporation
provides for such limitation of liability.

The Company intends to obtain directors and officers insurance providing
indemnification for certain of the Company's directors, officers and employees
for certain liabilities.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Below is an itemized statement of all expenses in connection with the
securities to be registered hereunder:

<TABLE>
<S> <C>
SEC Registration Fee........................................ $10,783
Blue Sky Qualification Fees and Expenses.................... 15,000
Legal Fees.................................................. 50,000
Printing Fees and Expenses.................................. 6,500
Accounting Fees and Expenses................................ 12,000
Miscellaneous Fees and Expenses............................. 5,000
-------
Total..................................................... $99,283
=======
</TABLE>

All of the above expenses will be paid by the Company.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

Certain transactions discussed below relate to transactions consummated
prior to November 8, 1999, the date of the Company's acquisition of vFinance
Holdings, Inc., a Florida corporation, and Union Atlantic, LC through a Share
Exchange Agreement (the

II-1
<PAGE> 78

"Merger"). Such disclosure is included to provide information for the legal
acquirer in the Merger (Peachtree FiberOptics, Inc.). For accounting and
financial reporting purposes the Merger has been treated as a recapitalization
(reverse acquisition) with vFinance Holdings and Union Atlantic as the
accounting acquirors.

On October 27, 1993 the Company agreed to pay to Genesis Partners, Inc.
("Genesis") as Managing Agent for the Company, $150,000 per year and to issue to
Leonard J. Sokolow, the controlling stockholder of Genesis, 10% of the Company's
outstanding $.01 par value common stock (the "Common Stock") on a fully diluted
basis pursuant to a Management Agreement (the "Management Agreement"). Payment
of such compensation was contingent upon the Company obtaining sufficient
capital through a private placement or a public offering and/or the completion
of a merger or acquisition. Pursuant to such agreement, on February 28, 1994,
and February 15, 1995, the Company issued to Mr. Sokolow 287,288 and 71,044
shares, respectively, of Common Stock (which shares became, following the
Company's 197.44092 to 1 reverse stock split on April 28, 1999, 1815 shares of
Common Stock). This Management Agreement, as amended, expired on October 26,
1999. As of December 31, 1998, management fees totaling $775,000 had been
accrued by the Company and were due and payable by the Company to Genesis. The
Company determined that in order to attract any viable financing and/or merger
or acquisition opportunities it would need to satisfy such outstanding fees
payable to Genesis without requiring any cash consideration. As a consequence,
on March 18, 1999 the Company entered into a Debt Conversion Agreement with
Genesis and Mr. Sokolow. The Debt Conversion Agreement provided that Genesis
could convert in whole or in part $2.23 of such accrued fees for one share of
Common Stock (the "Conversion Ratio"), up to a maximum of $775,000 in accrued
fees, which would result in a maximum of 348,185 shares of Common Stock issued
to Genesis upon full conversion of such $775,000 in accrued fees. Genesis
further agreed that, immediately preceding a merger, acquisition or financing by
or of the Company ("Reorganization Event"), any and all accrued fees not then
converted would be automatically converted ("Full Conversion") in their entirety
pursuant to the Conversion Ratio. Genesis and Mr. Sokolow also agreed to
forgive, release and forever discharge the Company for any and all other debt
that the Company incurred or may incur to Mr. Sokolow and/or Genesis with
respect to such Management Agreement including the management fee accrued
subsequent to December 31, 1998 through October 26, 1999, the expiration date of
the Management Agreement. Furthermore, immediately preceding a Reorganization
Event and after the Full Conversion, Mr. Sokolow and Genesis agreed to cancel
the Management Agreement and forever forgive, release and forever discharge the
Company from any and all obligations or fees which may be due under such
Management Agreement. Upon execution of the Debt Conversion Agreement on March
18, 1999, Genesis converted $75,000 of the accrued fees pursuant to the
Conversion Ratio into 33,696 shares of the Company's Common Stock. On July 13,
1999, Genesis converted the balance of $700,000 into 314,489 shares of the
Company's Common Stock. The securities issued to Genesis and Mr. Sokolow were
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933
(the "Securities Act").

On May 15, 1995, the Company obtained bridge financing in the aggregate
amount of $50,000 from two investors. In exchange for such financing, the
Company issued a promissory note in the principal amount of $25,000 to each of
the two investors, bearing interest at 10% per annum. On October 18, 1999, the
holders of the notes converted such debt, including all accrued and unpaid
principal and interest, into 75,000 unregistered

II-2
<PAGE> 79

shares of Common Stock. The shares issued to these investors were exempt from
registration pursuant to Section 4(2) of the Securities Act.

In October 1998 and May 1999, Mr. Sokolow and another investor each
provided $6,000 and $5,332 bridge loans to the Company. The Company used these
proceeds to pay professional fees and operating expenses. In exchange for such
financing, the Company issued promissory notes in the principal amount of $6,000
and $5,332 each to Mr. Sokolow and the investor. Such notes bear interest at the
rate of 10% per annum and are due and payable upon the merger of the Company
with, or acquisition of, another company or business. The notes to Mr. Sokolow
have been repaid. The notes to the other investor are still outstanding. The
notes issued to Mr. Sokolow and the investor were exempt from registration
pursuant to Section 4(2) of the Securities Act.

On August 16, 1999, the Company entered into a one (1) year Consulting
Agreement with Stephen Krause and Timothy Mahoney ("Consultants") to assist the
Company in identifying viable candidates with which the Company may merge and
possible acquisition candidates. At the request of the Company, the Consultants
agreed to assist in the management of any such candidates. In consideration for
their services, in August 1999, the Company issued 40,000 unregistered shares of
Common Stock to Stephen Krause and 40,000 unregistered shares of Common Stock to
Timothy Mahoney. Subsequent to such issuance, on November 8, 1999, Mr. Mahoney
became the Chairman, Chief Operating Officer and a principal stockholder of the
Company. The shares issued to the Consultants were exempt from registration
pursuant to Section 4(2) of the Securities Act.

On September 27, 1999, the Company entered into a Stock Purchase Agreement
with River Rapids LTD, which was amended on December 22, 1999, whereby the
Company sold to River Rapids LTD 100,000 shares of Common Stock at $2.50 per
share and granted River Rapids LTD an option to acquire 210,000 shares of Common
Stock at an exercise price of $3.00 per share, 210,000 shares of Common Stock at
an exercise price of $4.00 per share and 210,000 shares of Common Stock at an
exercise price of $5.00 per share. Such options expire September 27, 2002. The
Company granted River Rapids LTD certain piggyback and demand registration
rights with respect to such shares of Common Stock and the Common Stock
underlying such options. The shares and options issued to River Rapids LTD were
exempt from registration pursuant to Section 4(2) of the Securities Act.

On October 15, 1999, the Company issued to Sidney Levine, a former
director, 343,666 shares of the Company's Common Stock in consideration for Mr.
Levine's prior services as a director of the Company. The shares issued to Mr.
Levine were exempt from registration pursuant to Section 4(2) of the Securities
Act.

On October 15, 1999, the Company issued to Stephen Krause 345,000 shares of
Common Stock in consideration for certain consulting services provided by Mr.
Krause to the Company prior to August 16, 1999 and pursuant to a consulting
agreement dated August 16, 1999. The shares issued to Mr. Krause were exempt
from registration pursuant to Section 4(2) of the Securities Act.

Pursuant to an Investor Relations/Consulting Agreement between the Company
and EQUIS Capital Corp., dated December 1, 1999, the Company granted EQUIS
options to purchase up to 30,000 shares of the Common Stock, vesting over a six
(6) month period at an exercise price ranging from $4.00 to $6.00 per share. The
options were granted in consideration for certain financial consulting services
to be provided by EQUIS to the

II-3
<PAGE> 80

Company and as such, will be amortized into expense over the term of such
agreement based on the fair value of the options. The Company granted EQUIS
certain piggyback and demand registration rights with respect to the shares of
Common Stock underlying the options. The options issued to EQUIS were exempt
from registration pursuant to Section 4(2) of the Securities Act.

On December 24, 1999, the Company entered into an agreement to acquire all
of the membership interests of Union Atlantic Capital, LC (formerly known as
Pinnacle Capital Group, LC) ("UAC"), and pursuant to such agreement, also
entered into employment agreements with each of Steve Jacobs and Mauricio
Borgonovo. The completion of this transaction is subject to the NASD's approval
of the change of ownership of UAC, which is currently pending. UAC holds a
broker/dealer license and is located in Miami, Florida. The consideration
consisted of the issuance of stock purchase warrants to Messrs. Jacobs and
Borgonovo giving such holders the right to purchase 10,000 shares of Common
Stock at an exercise price of $2.50 per share. The warrants issued to Messrs.
Jacobs and Borgonovo were exempt from registration pursuant to Section 4(2) of
the Securities Act.

Union Atlantic, LC manages, through a subsidiary, an offshore venture
capital fund (the "Fund"). The Fund's investors include Messrs. Sokolow and
Mahoney, whose aggregate ownership in the Fund represents less than 10% of such
Fund. In April 1998, the Fund loaned the Company $25,000. The note did not bear
interest and did not have a specified due date. On December 31, 1999, the
Company converted the outstanding balance of $25,000 into 8,400 shares of Common
Stock at an effective per share price of $2.98, in accordance with the terms of
a conversion agreement. The market value of the stock on the date of issuance
was $4.19 per share. Messrs. Sokolow and Mahoney disclaim any beneficial
interest in such 8,400 shares of Common Stock received by the Fund. The shares
were exempt from registration under Section 4(2) of the Securities Act.

Pursuant to a Consulting Agreement between the Company and Stock Exposure,
Inc., dated January 29, 2000, on March 1, 2000, the Company issued 10,000 shares
of Common Stock to Stock Exposure, Inc. in consideration for certain consulting
services to be provided by Stock Exposure, Inc. to the Company. The Company will
recognize expense of $11,000 during the first quarter of 2000 based on the fair
value of the stock. The shares issued to Stock Exposure, Inc. were exempt from
registration pursuant to Section 4(2) of the Securities Act.

On January 3, 2000, the Company acquired certain fixed and intangible
assets from Steve Jacobs and Mauricio Borgonovo used in connection with the
business operations of two former principals of UAC. The consideration consisted
of the issuance of stock purchase warrants giving the holders the right to
purchase 190,000 shares of Common Stock at an exercise price of $2.50 per share.
The warrants issued to Messrs. Jacobs and Borgonovo were exempt from
registration pursuant to Section 4(2) of the Securities Act.

On March 31, 2000 (the "Closing Date"), the Company consummated the sale of
1,166,667 shares of its Common Stock, warrants to purchase up to 700,000 shares
of Common Stock at an exercise price of $7.20 per share and rights to acquire up
to 1,166,667 shares of its Common Stock at a purchase price of $3.00 per share
to certain institutional investors. The total gross proceeds to the Company from
this transaction were $3,500,000. The warrants are exercisable for a period
commencing on the Closing Date and expiring on the earlier to occur of: (i) one
year from the effective date of the registration statement to be filed by the
Company covering the securities issued and to be issued to the investors, or
(ii) four years from the Closing Date. The rights to acquire the

II-4
<PAGE> 81

Common Stock are exercisable for a period commencing six months from, and
expiring one year after, the Closing Date. The Company and the same
institutional investors have committed to close a second round of financing
("Second Closing") in the amount of $3,500,000. At the Second Closing, the
investors will receive an additional 1,166,667 shares of Common Stock and rights
to purchase an additional 1,166,667 shares Common Stock at a purchase price of
$3.00 per share. Such rights will be exercisable for a period commencing six
months from, and expiring one year after, the date of grant. The placement agent
for the transaction received a placement agent fee and warrants to purchase up
to 58,333 shares of Common Stock at an exercise price of $6.00 per share. The
warrants are exercisable until three years after the Closing Date. Within 60
days after the Closing Date, the Company has agreed to file a registration
statement with the Securities and Exchange Commission (the "SEC") covering the
securities issued and to be issued to the investors and the placement agent.
After the registration statement is declared effective by the SEC, the Company
and the investors will consummate the Second Closing. For a period of six months
from the Closing Date, the investors have a right to purchase on a pro-rata
basis any future equity or equity-linked securities offered by the Company in
any subsequent private offerings. The securities issued to the investors were
exempt from registration pursuant to Rule 506 and Section 4(2) of the Securities
Act.

On May 5, 2000, the Company entered into a Consulting Agreement with
Phillip W. Johnston effective as of January 3, 2000 in which the Company agreed
to issue to Mr. Johnston 145,000 shares of Common Stock in consideration for
services rendered by Mr. Johnston for the period January 3, 2000 to April 30,
2000. The shares issued to Mr. Johnston were exempt from registration pursuant
to Section 4(2) of the Securities Act.

On June 12, 2000, the Company entered into a Consulting Agreement with
Steven Krause in which the Company agreed to issue to Mr. Krause 50,000 shares
of its Common Stock in exchange for services rendered by Mr. Krause from April
1, 2000 to the date of the Consulting Agreement. The shares issued to Mr. Krause
were exempt from registration pursuant to Section 4(2) of the Securities Act.

As of June 26, 2000, there are options and warrants to purchase up to
2,714,999 shares of Common Stock held by the Company's employees, consultants
and employees and consultants of the Company's subsidiaries outstanding. Such
options and warrants vest over a 2 to 4 year period and expire between one year
from the effective date of this registration statement and May 3, 2005. The per
share exercise price ranges from $2.50 to $7.20. These options and warrants were
exempt from registration pursuant to Section 4(2) of the Securities Act.

ITEM 27. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S> <C>
2.1 -- Share Exchange Agreement among the Company, vFinance
Holdings, Inc., certain shareholders of vFinance Holdings,
Inc. and Union Atlantic LC, dated November 8, 1999
(incorporated by reference to the Company's Current Report
on Form 8-K filed with the SEC on November 8, 1999).
</TABLE>

II-5
<PAGE> 82

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S> <C>
2.2 -- Amendment to Share Exchange Agreement dated November 29,
1999 (incorporated by reference to the Company's Annual
Report on Form 10-KSB filed with the SEC on March 30, 2000).
3.1 -- Certificate of Incorporation as filed with the Delaware
Secretary of State on February 12, 1992 (incorporated by
reference to the Company's Registration Statement on Form
S-18 filed with the SEC on July 24, 1992).
3.2 -- Certificate of Renewal and Revival of Certificate of
Incorporation as filed with the Delaware Secretary of State
on March 15, 1996 (incorporated by reference to the
Company's Annual Report on Form 10-KSB filed with the SEC on
March 30, 2000).
3.3 -- Certificate of Amendment to the Certificate of Incorporation
as filed with the Delaware Secretary of State on April 28,
1999 (incorporated by reference to the Company's Annual
Report on Form 10-KSB filed with the SEC on March 30, 2000).
3.4 -- Certificate of Amendment to Certificate of Incorporation as
filed with the Delaware Secretary of State on March 13, 2000
(incorporated by reference to the Company's Annual Report on
Form 10-KSB filed with the SEC on March 30, 2000).
3.5 -- Bylaws of the Company (incorporated by reference to the
Company's Registration Statement on Form S-18 filed with the
SEC on July 24, 1992).
3.6 -- Unanimous Written Consent of the Company's Board of
Directors, dated January 24, 1994, amending the Bylaws
(incorporated by reference to the Company's Annual Report on
Form 10-KSB filed with the SEC on March 30, 2000).
3.7 -- Unanimous Written Consent of the Company's Board of
Directors, effective as of January 24, 1994, amending the
Bylaws (incorporated by reference to the Company's Annual
Report on Form 10-KSB filed with the SEC on March 30, 2000).
5.1 -- Opinion and Consent of Steel Hector & Davis LLP.**
10.1 -- Consulting Agreement between the Company and Stock Exposure
Inc., dated January 29, 2000 (incorporated by reference to
the Company's Annual Report on Form 10-KSB filed with the
SEC on March 30, 2000).
10.2 -- Investor Relations/Consulting Agreement between the Company
and EQUIS Capital Corp. dated December 1, 1999 (incorporated
by reference to the Company's Annual Report on Form 10-KSB
filed with the SEC on March 30, 2000).
10.3 -- Agreement with Sidney Levine (incorporated by reference to
the Company's registration statement on Form S-8 filed with
the SEC on November 22, 1999).
10.4 -- Consulting Agreement between the Company and Stephen Krause
dated August 27, 1999 (incorporated by reference to the
Company's registration statement on Form S-8 filed with the
SEC on November 22, 1999).
10.5 -- Employment Agreement between the Company and Leonard J.
Sokolow dated November 8, 1999 (incorporated by reference to
the Company's Annual Report on Form 10-KSB filed with the
SEC on March 30, 2000).
</TABLE>

II-6
<PAGE> 83

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S> <C>
10.6 -- Employment Agreement between the Company and Timothy Mahoney
dated November 8, 1999 (incorporated by reference to the
Company's Annual Report on Form 10-KSB filed with the SEC on
March 30, 2000).
10.7 -- Employment Offer Letter from the Company to David Spector
dated October 29, 1999 (incorporated by reference to the
Company's Annual Report on Form 10-KSB filed with the SEC on
March 30, 2000).
10.8 -- Employment Offer Letter from the Company to D. Carr Moody
dated March 28, 2000.*
10.9 -- Letter Agreement between Union Atlantic Partners I, Ltd.,
vFinance Holdings, Inc. and the Company dated December 31,
1999 (incorporated by reference to the Company's Annual
Report on Form 10-KSB filed with the SEC on March 30, 2000).
10.10 -- Purchase Agreement between the Company and Steven Jacobs and
Mauricio Borgonovo, dated December 24, 1999, for the
purchase of Pinnacle Capital Group, LLC (incorporated by
reference to the Company's Annual Report on Form 10-KSB
filed with the SEC on March 30, 2000).
10.11 -- Asset Purchase Agreement among the Company, Steven Jacobs
and Mauricio Borgonovo dated January 3, 2000 (incorporated
by reference to the Company's Annual Report on Form 10-KSB
filed with the SEC on March 30, 2000).
10.12 -- Asset Purchase Agreement among the Company, Andrew Reckles,
Paul T. Mannion and Vincent Sbarra, dated November 17, 1999
(incorporated by reference to the Company's Annual Report on
Form 10-KSB filed with the SEC on March 30, 2000).
10.13 -- Consulting Agreement between the Company and Atlas,
Pearlman, Trop & Borkson, P.A., dated July 16, 1999
(incorporated by reference to the Company's registration
statement on Form S-8 filed with the SEC on November 22,
1999).
10.14 -- Debt Conversion Agreement among the Company, Genesis
Partners, Inc. and Leonard Sokolow, dated March 18, 1999
(incorporated by reference to the Company's Annual Report on
Form 10-KSB filed with the SEC on March 25, 1999).
10.15 -- Stock Purchase Agreement between the Company and River
Rapids Ltd., dated September 27, 1999 (incorporated by
reference to the Company's Annual Report on Form 10-KSB
filed with the SEC on March 30, 2000).
10.16 -- Amendment to Stock Purchase Agreement between the Company
and River Rapids Ltd. dated December 22, 1999 (incorporated
by reference to the Company's Annual Report on Form 10-KSB
filed with the SEC on March 30, 2000).
10.17 -- Consulting Agreement among the Company, Stephen Krause and
Timothy Mahoney, dated August 16, 1999 (incorporated by
reference to the Company's registration statement on Form
S-8 filed with the SEC on August 19, 1999).
</TABLE>

II-7
<PAGE> 84

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S> <C>
10.18 -- Common Stock and Warrants Purchase Agreement among the
Company, AMRO International, S.A., CALP II Limited
Partnership, a Bermuda limited partnership, Celeste Trust
Reg, Balmore SA, Sallee Investments LLLP, worldVentures Fund
I, LLC and RBB Bank Aktiengesellschaft, dated March 31, 2000
(incorporated by reference to the Company's Current Report
on Form 8-K filed with the SEC on April 13, 2000).
10.19 -- Registration Rights Agreement among the Company, AMRO
International, S.A., CALP II Limited Partnership, a Bermuda
limited partnership, Celeste Trust Reg, Balmore SA, Sallee
Investments LLLP, worldVentures Fund I, LLC, RBB Bank
Aktiengesellschaft and Thomas Kernaghan & Co., Ltd., dated
March 31, 2000 (incorporated by reference to the Company's
Current Report on Form 8-K filed with the SEC on April 13,
2000).
10.20 -- Form of Warrant issued to AMRO International, S.A. (to
purchase 100,000 shares), CALP II Limited Partnership, a
Bermuda limited partnership (to purchase 350,000 shares),
Celeste Trust Reg (to purchase 35,000 shares), Balmore SA
(to purchase 35,000 shares), Sallee Investments LLLP (to
purchase 25,000 shares), worldVentures Fund I, LLC (to
purchase 25,000 shares), RBB Bank Aktiengesellschaft (to
purchase 130,000 shares) and Thomas Kernaghan & Co., Ltd.
(to purchase 58,333 shares) (incorporated by reference to
the Company's Current Report on Form 8-K filed with the SEC
on April 13, 2000).
10.21 -- Escrow Agreement among the Company, AMRO International,
S.A., CALP II Limited Partnership, a Bermuda limited
partnership, Celeste Trust Reg, Balmore SA, Sallee
Investments LLLP, worldVentures Fund I, LLC, RBB Bank
Aktiengesellschaft and Epstein Becker & Green, P.C., dated
March 31, 2000.**
10.22 -- Consulting Agreement between the Company and Phillip W.
Johnston dated as of January 3, 2000.**
10.23 -- Consulting Agreement between the Company and Steven M.
Krause dated as of June 12, 2000.**
21 -- List of Subsidiaries.*
23.1 -- Consent of Ernst & Young LLP
23.2 -- Consent of Steel Hector & Davis LLP (contained in Exhibit
5.1)
24 -- Power of Attorney (see page II-9)*
27 -- Financial Data Schedule (for SEC use only)**
</TABLE>

-------------------------

* Previously filed with initial filing of the Company's Registration Statement
on Form SB-2 on May 15, 2000.

** Previously filed with Amendment No. 1 to the Company's Registration Statement
on Form SB-2 on July 14, 2000.

II-8
<PAGE> 85

ITEM 28. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which it offers or sells securities,
a post-effective amendment to this registration statement to:

(i) include any prospectus required by section 10(a)(3) of the
Securities Act;

(ii) reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in the volume and price represent no more than a
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement.

(iii) include any additional or changed material information on the
plan of distribution.

(2) That, for the purposes of determining liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of the securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities that remain unsold at the end of the offering.

(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

II-9
<PAGE> 86

SIGNATURES

In accordance with the Securities Act of 1933, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
of filing on Form SB-2 and authorized this registration statement to be signed
on its behalf by the undersigned, in the city of Miami, State of Florida, on the
27th day of July, 2000.

vFinance.com, Inc.

By: /s/ LEONARD J. SOKOLOW
--------------------------------------
Leonard J. Sokolow,
Chief Executive Officer
and Vice Chairman

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ LEONARD J. SOKOLOW Chief Executive Officer July 27, 2000
------------------------------------------------ and Vice Chairman of the
Leonard J. Sokolow Board of Directors
(Principal Executive
Officer)

/s/ TIMOTHY MAHONEY Chief Operating Officer July 27, 2000
------------------------------------------------ and Chairman of the
Timothy Mahoney Board of Directors

/s/ D. CARR MOODY Chief Financial Officer July 27, 2000
------------------------------------------------ (Principal Accounting
D. Carr Moody and Financial Officer)
</TABLE>

II-10
<PAGE> 87

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S> <C>
23.1 -- Consent of Ernst & Young LLP
</TABLE>