VFINANCE COM, SB-2, 2000-05-15

VFINANCE COM
SB-2, 2000-05-15
INDUSTRIAL MACHINERY & EQUIPMENT

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 2000

REGISTRATION NO. 333- ________

===============================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

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

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

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

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

- --------------------------------- ---------------- ----------------------------- ------------------------ -------------------------
Title of Each Amount Proposed Maximum
Class of Securities to be to be Proposed Maximum Offering Aggregate Offering Amount of Registration
Registered Registered Price Per Share (1) Price (1) Fee
- --------------------------------- ---------------- ----------------------------- ------------------------ -------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 7,192,501 $5.5938 $40,233,412.09 $10,621.62

- --------------------------------- ---------------- ----------------------------- ------------------------ -------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended.

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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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.

SUBJECT TO COMPLETION, DATED ___________________, 2000

PROSPECTUS

7,192,501 Shares
Common Stock, $.01 par value

vFinance.com, Inc.

We are registering 7,192,501 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.

The selling stockholders may sell the shares 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.

Our shares of common stock are quoted on the OTC Bulletin Board under
the symbol VFIN. On May 10, 2000, the last reported sale price of our common
stock on the OTC Bulletin Board was $5.00 per share.

Before investing, you should review the "Risk Factors" beginning on page 7.

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.

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

TABLE OF CONTENTS

PROSPECTUS SUMMARY.......................................................2

RISK FACTORS.............................................................7

USE OF PROCEEDS.........................................................16

DIVIDENDS...............................................................16

CAPITALIZATION..........................................................17

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS....................18

BUSINESS................................................................21

MANAGEMENT..............................................................26

SELLING STOCKHOLDERS....................................................33

PLAN OF DISTRIBUTION....................................................35

DESCRIPTION OF SECURITIES...............................................36

MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS......................................38

LEGAL MATTERS...........................................................38

EXPERTS.................................................................38

WHERE YOU CAN FIND MORE INFORMATION.....................................39

FINANCIAL STATEMENTS...................................................F-1

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

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.

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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:

o research services,

o media,

o educational services,

o marketplaces for goods, and

o 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.

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RECENT DEVELOPMENTS

On March 31, 2000, we entered into a Common Stock and Warrants Purchase
Agreement with a group of investors, in which we agreed to sell to the investors
2,333,334 shares of our common stock at a price of $3.00 per share and granted
them rights to purchase an additional 2,333,334 shares of common stock as well
as warrants to purchase 700,000 shares of common stock at an exercise price of
$7.20 per share. In accordance with the terms of the Common Stock and Warrants
Purchase Agreement, the investors have already purchased 1,116,667 shares and
and are obligated to purchase the additional 1,116,667 shares following the
effectiveness of the registration statement of which this prospectus forms a
part. The placement agent in this transaction, Thomas J. Kernaghan & Co., Ltd.,
also received warrants to purchase 58,333 shares of common stock in connection
with this transaction. The investors and the placement agent received
registration rights applicable to all the shares purchased or purchasable under
the Common Stock and Warrants Purchase Agreement. For a period of six months
from the date of the Common Stock and Warrants Purchase Agreement, the investors
have a right to purchase on a pro-rata basis any future equity or equity-linked
securities offered by our company in any subsequent private offerings.

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THE OFFERING

Shares of common stock registered: 7,192,501

OTC Bulletin Board symbol VFIN

Common stock 52-week price range
(through May 5, 2000) $0.0625 - $8.0000

Use of Proceeds: We will receive no proceeds
from sales of the shares by
the selling stockholders.

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SUMMARY FINANCIAL INFORMATION

The following summary financial information is based on our audited
consolidated financial statements. 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,
-------------------------------
1998 1999
-------------------------------

<S> <C> <C>
Consolidated Statement of Operations Data:

Total revenue $1,716,997 $ 1,502,427
Total costs and expenses 920,252 852,385
Net income 796,745 650,042
Pro forma net income 497,734 352,128
Pro forma net income per share -- basic $ 0.07 $ 0.05
Weighted average number of common shares used in per share calculation --
basic 6,678,836 7,254,638
Pro forma net income per share -- diluted $ 0.07 $ 0.05
Weighted average number of common shares used in per share calculation --
diluted 6,678,836 7,284,026

</TABLE>

YEAR ENDED
DECEMBER 31, 1999
-----------------
Consolidated Balance Sheet Data:
Cash and cash equivalents $228,484
Working capital 70,423
Total assets 520,619
Total shareholders' equity 127,102

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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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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,

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Garage.com and OffRoad Capital. We also compete in the business development
portal industry with portals that provide content and services to 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.

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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 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 61% 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 61% 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

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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:

o the success of our advertising and promotional efforts,

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

o 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.

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:

o effectively use new technologies;

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

o 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.

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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:

o human error;

o subsystem, component, or software failure;

o a power or telecommunications failure;

o an earthquake, fire, or other natural disaster;

o hacker attacks or other intentional acts of vandalism; or

o 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 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:

o Limited release of the market prices of our securities;

o Limited news coverage of our company;

o Limited interest by investors in our securities;

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

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

o 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 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

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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:

o enforce our intellectual property rights;

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

o 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:

o dividend rights;

o conversion rights;

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

o rights and terms of redemption;

o liquidation preferences; and

o sinking fund terms.

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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:

14
<PAGE> 17

o sales methods;

o trade practices among broker-dealers;

o use and safekeeping of customers' funds and securities;

o capital structure;

o record keeping;

o conduct of directors, officers, and employees; and

o supervision of employees, particularly those in branch offices.

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

o additional legislation;

o net capital requirements;

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

o 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.

15
<PAGE> 18

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.

RISKS RELATING TO THE OFFERING

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

As of May 10, 2000, there were outstanding options, warrants and rights
to purchase approximately 5,028,333 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.

USE OF PROCEEDS

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

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> 19

CAPITALIZATION

The following table sets forth our capitalization as of December 31,
1999 on an actual basis. Shares of common stock outstanding does not include
1,075,000 shares reserved for issuance related to stock options and stock
purchase warrants outstanding as of December 31, 1999. 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.

<S> <C>
Stockholders' Equity:
Common stock, $.01 par value; 25,000,000 shares authorized;
9,099,400 shares issued and outstanding at December 31, 1999 $ 90,994

Additional paid-in capital 5,097,410

Deferred compensation (4,760,452)

Accumulated deficit (300,850)
---------------
Total stockholders' equity and total capitalization 127,102
===============
</TABLE>

17
<PAGE> 20

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:

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

o 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.

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.

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.

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.

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<PAGE> 21

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. 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.

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.

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

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<PAGE> 22

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 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.

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<PAGE> 23

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

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<PAGE> 24

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.

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:

o research services,

o media,

o educational services,

o marketplaces for goods, and

o 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.

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<PAGE> 25

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.

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

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<PAGE> 26

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 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

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<PAGE> 27

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 April 29, 2000, we employed thirteen persons, all of whom 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 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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<PAGE> 28

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 Catalina Lighting, Inc., a
designer, manufacturer and distributor of lighting fixtures and lamps traded on
the New York Stock Exchange. Mr. Sokolow also 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

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<PAGE> 29

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. 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.

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<PAGE> 30

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>

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> <C>
Leonard Sokolow -- -- -- --
Timothy Mahoney -- -- -- --
Michael Sandler -- -- -- --
David Spector 75,000 8.99% $2.50 10/29/04
</TABLE>

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<PAGE> 31

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:

o 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);

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

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

o 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.

The agreements also contain severance and change of control provisions.

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.

29
<PAGE> 32

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth common stock ownership information as of
May 10, 2000 with respect to:

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

o each of our officers and directors; and

o 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 10,421,067 issued
and outstanding shares of common stock as of May 10, 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 May 10, 2000.

NAME OF BENEFICIAL OWNER AMOUNT OF SHARES BENEFICIALLY OWNED PERCENT OF CLASS
- ------------------------ ----------------------------------- ----------------
<S> <C> <C>
Genesis Partners, Inc. 3,106,518 29.81%
Highlands Group Holdings, Inc. 2,175,000 20.87%
Insinger Venture Capital Limited 933,334 8.96%
River Rapids Limited 730,000 6.61%
CALP II Limited Partnership 933,333 8.67%
Leonard Sokolow 3,108,333 29.83%
Timothy Mahoney 3,108,333 29.83%
D. Carr Moody 12,500 *
Michael Sandler 100,000 *
David Spector 27,000 *

All executive officers and directors as a
group (five persons) 6,356,166 60.76%
</TABLE>

- ------------
*Denotes less than 1% ownership.

30
<PAGE> 33

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.

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.

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 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.

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 27,000
which have vested or will vest within 60 days after May 10, 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 May 10, 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 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

31
<PAGE> 34

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.

32
<PAGE> 35

SELLING STOCKHOLDERS

Some of our stockholders may sell, from time to time, up to 7,192,501
shares of our common stock by means of this prospectus. The table below
identifies the selling stockholders and indicates the number of shares
beneficially held by each selling stockholder as of May 10, 2000, the percent of
our total outstanding common stock as of May 10, 2000 currently held
beneficially by the selling stockholder and the total number of shares that each
stockholder will potentially be able to sell by means of this prospectus. 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 May 10, 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.

The potential total number of shares listed for each selling
stockholder in this table includes shares currently held by the selling
stockholder that are being registered by means of the registration statement of
which this prospectus forms a part, shares to be purchased by the selling
stockholder in accordance with the terms of a prior agreement and shares
underlying warrants, stock options and other rights to purchase shares.
<TABLE>
<CAPTION>

NUMBER OF SHARES PERCENT OF TOTAL POTENTIAL TOTAL
NAME BENEFICIALLY HELD SHARES OUTSTANDING NUMBER OF SHARES
- --------- ------------------------- ---------------------------- -----------------------------
<S> <C> <C> <C>
AMRO International, S.A. 266,667 2.53% 766,668

CALP II Limited Partnership,
a Bermuda limited partnership 933,333 8.67% 2,683,332

Celeste Trust Reg 93,333 * 268,332

Balmore SA 93,333 * 268,332

Sallee Investments LLLP 66,667 * 191,668

WorldVentures Fund I, LLC 66,667 * 191,668

RBB Bank Aktiengesellschaft 346,667 3.29% 996,668

Thomson Kernaghan & Co., Ltd. 58,333 * 58,333

River Rapids Limited 730,000 6.61% 630,000

David Spector 27,000 * 75,000

Paul T. Mannion Jr. 0 * 120,000

Andrew S. Reckles 0 * 120,000

Vincent S. Sbarra 0 * 60,000

Steve Jacobs 105,000 * 300,000

Mauricio Borgonovo 105,000 * 300,000

Gonzalo Paternoster 0 * 30,000

Stuart Fishman 0 * 20,000

Bill Schwarz 0 * 10,000

Equis Capital Corp. 31,100 * 30,000

D. Carr Moody 12,500 * 50,000

Stephen J. Haupt 2,500 * 2,500

Tucy Caster 0 * 20,000
</TABLE>

- ----------------------
* Denotes less than 1% ownership

33
<PAGE> 36

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.

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.

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 shares.

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.

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.

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.

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.

All of the shares listed as the potential total number of shares for
River Rapids Limited, Equis Capital Corp., and Thomas Kernaghan & Co., Ltd. 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, an affiliate of our company. Mr. Fishman is an
associate in the Investment Banking Division of Union Atlantic LC, an affiliate
of our company. Mr. Schwarz is a Junior Financial Analyst in the Investment
Banking Division of Union Atlantic LC, an affiliate of our company. Ms. Caster
works part-time as an administrative assistant for our company.

All of the shares listed as the potential total number of shares for
Paul T. Mannion, Jr. are shares underlying stock options granted to Mr. Mannion.
Mr. Mannion is a Managing Director of the Capital Markets Division of Union
Atlantic LC, an affiliate of our company.

34
<PAGE> 37

All of the shares listed as the potential total number of shares for
Andrew S. Reckles are shares underlying stock options granted to Mr. Reckles.
Mr. Reckles is a Managing Director of the Capital Markets Division of Union
Atlantic LC, an affiliate of our company.

All of the shares listed as the potential total number of shares for
Vincent S. Sbarra are shares underlying stock options granted to Mr. Sbarra. Mr.
Sbarra is the Senior Vice President of the Capital Markets Division of Union
Atlantic LC, an affiliate of our company.

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 LC, an affiliate of our company.

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. Jacobs is a Managing Director of the
Investment Banking Division of Union Atlantic LC, an affiliate of our company.

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.

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 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

35
<PAGE> 38

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:

o dividend rights;

o conversion rights;

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

o rights and terms of redemption;

o liquidation preferences; and

o sinking fund terms.

36
<PAGE> 39

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. We have no present plans to issue any shares of preferred stock.

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.

37
<PAGE> 40

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 May 1, 2000, there were eleven 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:

1999 HIGH LOW
---- ---- ---

1st Quarter $ 17.78 $1.97
2nd Quarter 9.88 0.02
3rd Quarter 5.56 0.63
4th Quarter 5.38 3.88

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
10,421,067 shares were issued and outstanding as of May 10, 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 May 10, 2000 was 202.

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.

38
<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.

39
<PAGE> 42

Consolidated Financial Statements

vFinance.com, Inc.
(formerly Peachtree FiberOptics, Inc.)

AS OF DECEMBER 31, 1999 AND FOR THE YEARS ENDED
DECEMBER 31, 1998 AND 1999
WITH REPORT OF INDEPENDENT AUDITORS

<PAGE> 43

vFinance.com, Inc.
(formerly Peachtree FiberOptics, Inc.)

Consolidated Financial Statements

As of December 31, 1999 and for the Years ended
December 31, 1998 and 1999

CONTENTS

<TABLE>
<S> <C>
Report of Independent Auditors........................................................................F-2

Audited Financial Statements

Consolidated Balance Sheet............................................................................F-3
Consolidated Statements of Income ....................................................................F-4
Consolidated Statements of Shareholders' Equity.......................................................F-5
Consolidated Statements of Cash Flows.................................................................F-6
Notes to Consolidated Financial Statements............................................................F-7

</TABLE>

F-1
<PAGE> 44

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> 45

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> 46

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> 47

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> 48

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> 49

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> 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)

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.

F-8
<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)

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 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 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.

F-9

<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)

REVENUE RECOGNITION (CONTINUED)

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-10
<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)

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.

F-11

<PAGE> 54

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)

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.

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.

F-12

<PAGE> 55
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)

EQUIPMENT AND INTANGIBLE ASSETS (continued)

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

F-13

<PAGE> 56
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)

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>

F-14
<PAGE> 57
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)

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.

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

F-15
<PAGE> 58
vFinance.com, Inc.
(formerly Peachtree FiberOptics, Inc.)
Notes to Consolidated Financial Statements (continued)

December 31, 1998 and 1999

3. RELATED PARTY TRANSACTIONS (continued)

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 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

F-16

<PAGE> 59
vFinance.com, Inc.
(formerly Peachtree FiberOptics, Inc.)
Notes to Consolidated Financial Statements (continued)

December 31, 1998 and 1999

3. RELATED PARTY TRANSACTIONS (continued)

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-17

<PAGE> 60
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.

F-18
<PAGE> 61
vFinance.com, Inc.
(formerly Peachtree FiberOptics, Inc.)
Notes to Consolidated Financial Statements (continued)

December 31, 1998 and 1999

5. INCOME TAXES (continued)

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

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.

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

F-19

<PAGE> 62
vFinance.com, Inc.
(formerly Peachtree FiberOptics, Inc.)
Notes to Consolidated Financial Statements (continued)

December 31, 1998 and 1999

6. EMPLOYMENT AGREEMENTS (continued)

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.

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> <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>

F-20

<PAGE> 63
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)

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.

F-21

<PAGE> 64
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)

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 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-22

<PAGE> 65
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.

F-23
<PAGE> 66
vFinance.com, Inc.
(formerly Peachtree FiberOptics, Inc.)
Notes to Consolidated Financial Statements (continued)

December 31, 1998 and 1999

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.

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-24

<PAGE> 67

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.

II-1
<PAGE> 68

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:

SEC Registration Fee $
Blue Sky Qualification Fees and Expenses $
Legal Fees $
Printing Fees and Expenses $
Accounting Fees and Expenses $
Miscellaneous Fees and Expenses $

TOTAL: $_______

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 "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

II-2
<PAGE> 69

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 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.

II-3
<PAGE> 70

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 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

II-4
<PAGE> 71

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 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.

As of May 10, 2000, there are options and warrants to purchase up to
2,694,999 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

II-5
<PAGE> 72

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.

EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
- -------------- ----------------------

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).

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

II-6
<PAGE> 73

(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 (to be filed
by Amendment).

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).

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

II-7
<PAGE> 74

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).

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).

II-8
<PAGE> 75

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).

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-10)

27 Financial Data Schedule

II-9
<PAGE> 76

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 15th day of May, 2000.

vFinance.com, Inc.

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

POWER OF ATTORNEY AND SIGNATURES

We the undersigned officers and directors of vFinance.com, Inc., hereby
severally constitute and appoint Leonard J. Sokolow and Timothy Mahoney or any
one of them, our true and lawful attorneys and agents, to do any and all acts
and things and to execute any and all instruments which said attorneys and
agents may deem necessary and advisable to enable vFinance.com, Inc. to comply
with the Securities Act of 1933, and any rules, regulations and requirements of
the Securities and Exchange Commission in connection with this registration
statement, including, specifically, but without limitation, to sign for us in
our names in the capacities indicated below, this registration statement, any
and all amendments and exhibits to this registration statement, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to the registration of the securities covered hereby.

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:

Signature

Date Title
- -------------------------------------------------------------------------------

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

May 15, 2000

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

May 15, 2000

/s/ D. CARR MOODY Chief Financial Officer
- ---------------------------- (Principal Accounting and Financial
D. Carr Moody Officer)

May 15, 2000

II-10

<PAGE> 1
VFINANCE.COM, INC.

VIA E-MAIL AND TELECOPY

March 24, 2000

D. Carr Moody
1881 Middle River Drive, #601
Fort Lauderdale, FL 33305

RE: Chief Financial Officer Position

Dear Carr:

It is my pleasure to offer you employment at vFinance.com, Inc. ("VFIN" or the
"Company") pursuant to the following terms and conditions:

1. $70,000 (U.S.) annual base salary to be paid bi-weekly that will begin
upon your commencement of full-time employment.

2. As part of your employment, you will enter into a mutually agreeable
severance agreement with the Company. The severance agreement will
provide for severance pay equal to three months of your annual base
salary, in the event that you are terminated without cause. In
addition, it will stipulate that you shall maintain all standard
employee benefits available to employees of VFIN until the end of the
severance period (the "Period"), which shall be three months from the
notice of your termination by the Company. The severance agreement will
be executed within 30 days of your hire date.

3. An initial grant of 50,000 options (the "Options") to purchase 50,000
shares of VFIN Common Stock, which vest at a rate of 12,500 shares per
year beginning after the first anniversary of your hire date at a per
share exercise price of $5.625 (U.S.). Except as provided herein below,
the Options shall expire five years from the grant date, which shall
correspond to the hire date. The Company shall register the Common
Stock underlying the Options as soon as reasonably practicable. Once
the Common Stock is registered with the Securities and Exchange
Commission, all vested Options may be exercised to purchase
unrestricted, freely tradable shares of VFIN Common Stock.

4. The options shall vest and be exercisable pursuant to the following
terms and conditions:

a. In the event that you resign or are terminated with cause,
then all non-vested

<PAGE> 2

VFINANCE.COM, INC.

Options shall expire and shall be deemed null and void. You
shall have 30 days from the date of such resignation or
termination to exercise Options which have vested after which
time any such vested Options which remain unexercised shall
expire and shall be null and void;

b. In the event that you are terminated without cause, then all
non-vested options shall expire and shall be deemed null and
void at the end of the Period. You shall have 30 days from the
end of the Period to exercise Options which have vested after
which time any such vested Options which remain unexercised
shall expire and shall be null and void;

c. In the event that you are terminated and have not exercised
certain vested Options, and the shares of Common Stock
underlying such Options are still unregistered, such Options
will not expire or be deemed null and void until the shares of
Common Stock are registered with the Securities and Exchange
Commission. You shall have 30 days from the date of such
registration to exercise only those Options which had vested
as of the date of termination. All unregistered and non-
vested Options shall expire and shall be deemed null and void
at the time of termination;

d. In the event of a change in control, which will be defined and
set forth in an incentive stock option plan (the "Plan") to be
filed and registered at a future date, then all non-vested
Options will accelerate and immediately vest. In the event no
Plan is established then for purposes of this agreement,
"Change of Control" shall mean (i) the occurrence of any event
or transaction or series thereof pursuant to which any person
or group (as used in Rule 13(d)-1 of the Securities Exchange
Act of 1934) acquires beneficial ownership or control in
excess of 50% of the outstanding voting shares of the Company,
or (ii) that the directors of the Company serving on its Board
of Directors on the date immediately preceding such event or
transaction or series thereof shall, in the aggregate,
represent less than fifty percent (50%) of the Board of
Directors after such event or transaction or series thereof;

e. In the event that the outstanding shares of Common Stock of
the Company are changed by (i) any stock dividend, stock split
or combination of shares or (ii) any merger, consolidation or
reorganization of the Company with any other corporation or
corporations, the number of shares underlying the Options and
subject to the Plan shall be proportionately adjusted. In the
event of any such adjustment, the purchase price per share
shall be proportionately adjusted;

f. In the event of your death while you are an employee of VFIN,
your family shall have the right to exercise any vested
Options within 90 days after your death;

g. The Options are not assignable or transferable.

<PAGE> 3

VFINANCE.COM, INC.

5. You will be eligible to receive future stock option grants on an annual
basis in accordance with criteria established from time to time by the
Company or VFIN's Board of Directors.

6. You will be eligible to receive an annual bonus of not less than 10% of
your annual base salary as determined in the sole and absolute
discretion of the Company.

7. You shall be entitled to all standard employee benefits available to
employees of VFIN, including two weeks of vacation once you have been
employed one (1) full year by the Company.

8. During the term of employment, you shall have the position of "Chief
Financial Officer" and shall perform all duties and responsibilities
consistent with this position or as may be assigned to you periodically
by the Chief Executive Officer or Chief Operating Officer of the
Company.

9. As a condition of your employment, you shall be required to sign the
Company's Confidentiality and Inventions Agreement.

We are excited at the prospects of working with you, as we believe that you
possess skills that will assist vFinance in its efforts to be a leading Internet
financial services company. Please indicate your acceptance by signing this
letter in the space provided below.

VFinance.com, Inc.

By: /s/ LEONDARD J. SOKOLOW
- ------------------------------------
Leonard J. Sokolow, CEO

Agreed and Accepted:

By: /s/ D. CARR MOODY
- ------------------------------------
D. Carr Moody

<PAGE> 1
Exhibit 21

LIST OF SUBSIDIARIES AND PLACE OF ORGANIZATION/INCORPORATION

Union Atlantic, LC -- Florida

vFinance Holdings, Inc. -- Florida

<PAGE> 1
Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated March 10, 2000 in the Registration Statement Form
SB-2 and related Prospectus of vFinance.com, Inc. for the registration of
7,192,501 shares of its common stock.

May 15, 2000 /s/ Ernst & Young LLP

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM
10-KSB.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1
<CASH> 228,484
<SECURITIES> 0
<RECEIVABLES> 233,306
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 463,940
<PP&E> 110,740
<DEPRECIATION> 89,061
<TOTAL-ASSETS> 520,619
<CURRENT-LIABILITIES> 393,517
<BONDS> 0
0
0
<COMMON> 90,994
<OTHER-SE> 36,108
<TOTAL-LIABILITY-AND-EQUITY> 520,619
<SALES> 1,502,427
<TOTAL-REVENUES> 1,502,427
<CGS> 187,540
<TOTAL-COSTS> 187,540
<OTHER-EXPENSES> 666,003
<LOSS-PROVISION> 283,110
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 648,884
<INCOME-TAX> 0
<INCOME-CONTINUING> 650,042
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 650,042
<EPS-BASIC> .05
<EPS-DILUTED> .05

</TABLE>