UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
AMENDMENT NO. 1 TO FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period _____________ to _________________
Commission File Number 1-11454-03
VFINANCE, INC.
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(Exact name of small business issuer as specified in its charter)
Delaware 58-1974423
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3010 North Military Trail, Suite 300, Boca Raton, FL 33431
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(Address of principal executive offices)
(561) 981-1000
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(Issuer's telephone number)
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of June 30, 2002:
23,187,097 - shares of Common Stock $0.01 par value
Transitional Small Business Disclosure Format (Check one): Yes [X]; No [ ]
INDEX
VFINANCE, INC.
PART II. OTHER INFORMATION
Item 5 Other Information ....................................................3
Item 6. Exhibits and Reports on Form 8-K .....................................3
Signatures
2
Part II. OTHER INFORMATION
ITEM 5. OTHER
On May 10, 2002, the Company engaged the firm of Feldman, Sherb & Co.,
P.C. ("Feldman") as its new independent auditors. At the time of such
engagement, the Company was aware of Feldman's planned merger into
Grassi & Co., CPA's, P.C. as well as the planned departure of certain
of the principal accountants at Feldman who subsequently formed their
own firm, Sherb & Co., LLP ("Sherb").
The Company dismissed Feldman, on August 9, 2002. The decision to
dismiss Feldman was recommended and approved by the Board of Directors.
During the interim period preceding the dismissal, there were no
disagreements with Feldman on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to the satisfaction of Feldman, would
have caused Feldman to make reference to the subject matter of the
disagreements in connection with its reports. Feldman was not required
to issue any reports on the Company's financial statements during the
period prior to Feldman's dismissal.
On August 10, 2002, the Company engaged the firm Sherb as its new
independent auditors. The Company has authorized Feldman to respond
fully to the inquiries of Sherb with regard to any accounting or
financial matters relating to the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS
Exhibit 10.1 Selected Asset Purchase Agreement dated as May 29, 2002 among
vFinance Investments, Inc., Somerset Financial Partners, Inc,
Somerset Financial Group, Inc, Douglas Toth and Nicholas Thompson
(the "Select Asset Purchase Agreement").(1)
Exhibit 10.2 Amendment to Select Asset Purchase Agreement dated June 17, 2002
(the "Amendment").(1)
Exhibit 10.3 Escrow Agreement executed in conjunction with the Amendment.(1)
Exhibit 16.0 Letter from Feldman Sherb & Co., P.C. to the Securities and
Exchange Commission dated August 14, 2002.
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(1) Previously filed with the Company's Form 10-QSB dated August 14, 2002.
(b) REPORTS ON FORM 8-K
None.
3
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Signature Title Date
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By: /s/ Leonard J. Sokolow Chief Executive Officer August 21, 2002
---------------------- and President
Leonard J. Sokolow (Principal Executive Officer)
By: /s/ William E. Schloth. Chief Financial Officer August 21, 2002
----------------------- (Principal Financial and
William E. Schloth Chief Accounting Officer)