As filed with the Securities and Exchange Commission on September 15, 2004

                                                      Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
             ------------------------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
             ------------------------------------------------------

                                 VFINANCE, INC.
             (Exact name of registrant as specified in its charter)
             ------------------------------------------------------
         Delaware                                         58-1974423
    (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                   Identification No.)

                      3010 North Military Trail, Suite 300
                            Boca Raton, Florida 33431
                                 (561) 981-1000

                        (Address, including zip code, and
                    telephone number, including area code, of
                    registrant's principal executive offices)

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

                Individual Employee and Consultant Stock Options

                              (Full Title of Plan)
             ------------------------------------------------------


                               Leonard J. Sokolow
                      President and Chief Executive Officer
                                  vFinance, Inc
                      3010 North Military Trail, Suite 300
                            Boca Raton, Florida 33431
                                 (561) 981-1000

                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                                 with a copy to:
                             Leslie J. Croland, Esq.
                              Edwards & Angell, LLP
                         600 Corporate Drive, Suite 514
                       Fort Lauderdale, Florida 33334-3607
                              (954) 491-8050 (tel.)
                              (954) 351-7175 (fax)
             ------------------------------------------------------

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=======================================================================================================================
        Title of Each Class             Amount to be        Proposed maximum       Proposed maximum       Amount of
  of Securities to be Registered         registered        offering price per     aggregate offering     registration
                                                               share (1)               price (1)             fee
-----------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                      <C>                  <C>                  <C>
    Common Stock,                       8,848,212(2)             $0.19                $1,681,160           $213.00
    $.01 par value per  share.....
=======================================================================================================================
</TABLE>

(1)   These figures are estimates made solely for the purpose of calculating the
      registration fee pursuant to Rule 457 under the Securities Act of 1933, as
      amended.  The registration fee has been calculated in accordance with Rule
      457(h)(1)  based  upon  the  average  of the high  and low  prices  of the
      Registrant's  Common Stock reported on the OTC Bulletin Board on September
      10, 2004.

(2)   In addition,  pursuant to Rule 416 under the  Securities  Act of 1933,  as
      amended, this Registration  Statement also covers an indeterminable number
      of shares that may be offered and issued  pursuant to stock splits,  stock
      dividends or similar transactions.


This  Registration  Statement  shall  become  effective  upon  filing  with  the
Commission in accordance  with Section 8(a) of the Securities Act, and Rules 456
and 462 promulgated thereunder.



<PAGE>


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        (not required to be filed as part of this Registration Statement)


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.
           ---------------------------------------

There are hereby  incorporated by reference in this  Registration  Statement the
following documents and information  heretofore filed by the Registrant with the
Commission:

          (1)  The Registrant's Annual Report on Form 10-KSB for the fiscal year
               ended December 31, 2003;

          (2)  The Registrant's  Quarterly Reports on Form 10-QSB for the fiscal
               quarters  ended March 31, 2004 and June 30,  2004,  respectively;
               and

          (3)  The description of the Registrant's Common Stock, par value $0.01
               per share,  contained in the Registrant's  Registration Statement
               on Form SB-2/A filed with the Commission on July 27, 2000.

In addition to the foregoing, all documents subsequently filed by the Registrant
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended,  prior to the filing of a post-effective  amendment to this
Registration  Statement  indicating that all of the securities offered hereunder
have been sold or deregistering all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
part hereof  from the date of filing of such  documents  (excluding  information
furnished in filings made under Items 2.02 or 7.01 of Form 8-K).  Any  statement
contained in a document  incorporated  or deemed to be incorporated by reference
in this Registration  Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any  subsequently  filed  document  that is or is deemed to be also
incorporated by reference  herein  modified or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.    Description of Securities.
           -------------------------

Not applicable.

Item 5.    Interests of Named Experts and Counsel.
           --------------------------------------

Not applicable.

Item 6.    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), judgments,  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, 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  has   obtained   directors   and  officers   insurance   providing
indemnification for certain of the Company's  directors,  officers and employees
for certain liabilities.

Item 7.    Exemption from Registration Claimed.
           -----------------------------------

Not applicable.


Item 8.    Exhibits.
           --------

A list of the exhibits  included as part of this  Registration  Statement is set
forth in the Exhibit  Index which  immediately  precedes  such  exhibits  and is
hereby incorporated by reference herein.

Item 9.    Undertakings.
           ------------

       (a) The Registrant hereby undertakes:

                (1) To file,  during  any  period  in which  offers or sales are
being made, a post-effective amendment to this Registration Statement:

                      (i) To include any prospectus required by Section 10(a)(3)
                of the  Securities  Act of 1933,  as  amended  (the  "Securities
                Act");

                      (ii) To  reflect  in the  prospectus  any  facts or events
                arising after the effective date of this Registration  Statement
                (or the most recent  post-effective  amendment  thereof)  which,
                individually or in the aggregate, represent a fundamental change
                in the information set forth in this Registration Statement; and

                      (iii) To include any material  information with respect to
                the  plan  of  distribution  not  previously  disclosed  in this
                Registration   Statement   or  any   material   change  to  such
                information in this Registration Statement;

                provided,  however, that paragraphs (i) and (ii) shall not apply
if the  information  required to be included in a  post-effective  amendment  by
those  paragraphs  is  contained  in periodic  reports  filed by the  Registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in this Registration Statement;

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

                (3) To remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

       (b) The  Registrant  hereby  further  undertakes  that,  for  purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  Annual  Report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

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

                  [remainder of page intentionally left blank]




<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, vFinance, Inc.
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Boca Raton, Florida, on this 14th day of September, 2004.

                                 VFINANCE, INC.

                                 By:  /s/  Leonard J. Sokolow
                                      ------------------------------------------
                                      Leonard J. Sokolow
                                      President and Chief Executive Officer



                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below  constitutes and appoints  Leonard J. Sokolow and Mark Kacer,  and each of
them,  his true and  lawful  attorneys-in-fact  and  agents,  with full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all capacities, to sign any or all amendments to this Registration Statement
on Form S-8 (including  post-effective  amendments),  and to file the same, with
all exhibits  thereto,  and other  documents in  connection  therewith  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents full power and  authority  to do and perform each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully and to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming  that said  attorneys-in-fact  and  agents,  or their  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
      Signature                            Title                             Date
      ---------                            -----                             ----

<S>                             <C>                                                 <C>
/s/ Leonard J. Sokolow         Director, President and Chief          September 14, 2004
---------------------------    Executive Officer
Leonard J. Sokolow             (Principal Executive Officer)

/s/ Mark Kacer                 Chief Financial Officer                September 14, 2004
---------------------------    (Principal Financial and Accounting
Mark Kacer                     Officer)

/s/ Timothy E. Mahoney         Director                               September 14, 2004
---------------------------
Timothy E. Mahoney

</TABLE>

<PAGE>




                                  EXHIBIT INDEX


4.1    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).

4.2    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 Exhibit 3.2 to the Company's Annual Report
       on Form 10-KSB filed with the SEC on March 30, 2000).

4.3    Certificate  of Amendment to the  Certificate of  Incorporation  as filed
       with the Delaware  Secretary of State on April 28, 1999  (incorporated by
       reference to Exhibit 3.3 to the  Company's  Annual  Report on Form 10-KSB
       filed with the SEC on March 30, 2000).

4.4    Certificate of Amendment to Certificate  of  Incorporation  as filed with
       the  Delaware  Secretary  of State on March  13,  2000  (incorporated  by
       reference to Exhibit 3.4 to the  Company's  Annual  Report on Form 10-KSB
       filed with the SEC on March 30, 2000).

4.5    Certificate of Amendment to Certificate  of  Incorporation  as filed with
       the Delaware  Secretary of State on November  28, 2001  (incorporated  by
       reference to Exhibit 3.5 to the  Company's  Annual  Report on Form 10-KSB
       filed with the SEC on April 16, 2002).

4.6    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).

4.7    Unanimous  Written  Consents of the Company's  Board of  Directors,  each
       dated January 24, 1994, amending the Bylaws (incorporated by reference to
       Exhibits 3.6 and 3.7 to the Company's  Annual Report on Form 10-KSB filed
       with the SEC on March 30, 2000).

*5.1   Opinion of Edwards & Angell,  LLP regarding  legality of securities being
       registered. *

23.1   Consent of Sherb & Co., LLP.

23.2   Consent  of  Edwards &  Angell,  LLP  (included  in  Exhibit  5.1 to this
       Registration Statement).

24.1   Power of  Attorney  (included  on  signature  pages of this  Registration
       Statement).

*Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "form_s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18583}]
{"company-data": {"conformed-name": "VFINANCE INC", "cik": "0000890285", "assigned-sic": "6200", "irs-number": "581974423", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-118989", "film-number": "041031021"}, "business-address": {"street1": "3010 NORTH MILITARY TRAIL", "street2": "SUITE 300", "city": "BOCA RATON", "state": "FL", "zip": "33431", "phone": "3053740282"}, "former-company": [{"former-conformed-name": "VFINANCE COM", "date-changed": "20000330"}, {"former-conformed-name": "PEACHTREE FIBEROPTICS INC /DE/", "date-changed": "19950201"}]}
As filed with the Securities and Exchange Commission on September 15, 2004

                                                      Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
             ------------------------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
             ------------------------------------------------------

                                 VFINANCE, INC.
             (Exact name of registrant as specified in its charter)
             ------------------------------------------------------
         Delaware                                         58-1974423
    (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                   Identification No.)

                      3010 North Military Trail, Suite 300
                            Boca Raton, Florida 33431
                                 (561) 981-1000

                        (Address, including zip code, and
                    telephone number, including area code, of
                    registrant's principal executive offices)

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

                Individual Employee and Consultant Stock Options

                              (Full Title of Plan)
             ------------------------------------------------------

                               Leonard J. Sokolow
                      President and Chief Executive Officer
                                  vFinance, Inc
                      3010 North Military Trail, Suite 300
                            Boca Raton, Florida 33431
                                 (561) 981-1000

                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                                 with a copy to:
                             Leslie J. Croland, Esq.
                              Edwards & Angell, LLP
                         600 Corporate Drive, Suite 514
                       Fort Lauderdale, Florida 33334-3607
                              (954) 491-8050 (tel.)
                              (954) 351-7175 (fax)
             ------------------------------------------------------
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
        Title of Each Class             Amount to be        Proposed maximum       Proposed maximum       Amount of
  of Securities to be Registered         registered        offering price per     aggregate offering     registration
                                                               share (1)               price (1)             fee
-----------------------------------------------------------------------------------------------------------------------
Common Stock,                       8,848,212(2)             $0.19                $1,681,160           $213.00
    $.01 par value per  share.....
=======================================================================================================================
(1)   These figures are estimates made solely for the purpose of calculating the
      registration fee pursuant to Rule 457 under the Securities Act of 1933, as
      amended.  The registration fee has been calculated in accordance with Rule
      457(h)(1)  based  upon  the  average  of the high  and low  prices  of the
      Registrant's  Common Stock reported on the OTC Bulletin Board on September
      10, 2004.

(2)   In addition,  pursuant to Rule 416 under the  Securities  Act of 1933,  as
      amended, this Registration  Statement also covers an indeterminable number
      of shares that may be offered and issued  pursuant to stock splits,  stock
      dividends or similar transactions.

This  Registration  Statement  shall  become  effective  upon  filing  with  the
Commission in accordance  with Section 8(a) of the Securities Act, and Rules 456
and 462 promulgated thereunder.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        (not required to be filed as part of this Registration Statement)

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.
           ---------------------------------------

There are hereby  incorporated by reference in this  Registration  Statement the
following documents and information  heretofore filed by the Registrant with the
Commission:

          (1)  The Registrant's Annual Report on Form 10-KSB for the fiscal year
               ended December 31, 2003;

          (2)  The Registrant's  Quarterly Reports on Form 10-QSB for the fiscal
               quarters  ended March 31, 2004 and June 30,  2004,  respectively;
               and

          (3)  The description of the Registrant's Common Stock, par value $0.01
               per share,  contained in the Registrant's  Registration Statement
               on Form SB-2/A filed with the Commission on July 27, 2000.

In addition to the foregoing, all documents subsequently filed by the Registrant
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended,  prior to the filing of a post-effective  amendment to this
Registration  Statement  indicating that all of the securities offered hereunder
have been sold or deregistering all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
part hereof  from the date of filing of such  documents  (excluding  information
furnished in filings made under Items 2.02 or 7.01 of Form 8-K).  Any  statement
contained in a document  incorporated  or deemed to be incorporated by reference
in this Registration  Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any  subsequently  filed  document  that is or is deemed to be also
incorporated by reference  herein  modified or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.    Description of Securities.
           -------------------------

Not applicable.

Item 5.    Interests of Named Experts and Counsel.
           --------------------------------------

Not applicable.

Item 6.    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), judgments,  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, 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  has   obtained   directors   and  officers   insurance   providing
indemnification for certain of the Company's  directors,  officers and employees
for certain liabilities.

Item 7.    Exemption from Registration Claimed.
           -----------------------------------

Not applicable.

Item 8.    Exhibits.
           --------

A list of the exhibits  included as part of this  Registration  Statement is set
forth in the Exhibit  Index which  immediately  precedes  such  exhibits  and is
hereby incorporated by reference herein.

Item 9.    Undertakings.
           ------------

       (a) The Registrant hereby undertakes:

                (1) To file,  during  any  period  in which  offers or sales are
being made, a post-effective amendment to this Registration Statement:

                      (i) To include any prospectus required by Section 10(a)(3)
                of the  Securities  Act of 1933,  as  amended  (the  "Securities
                Act");

                      (ii) To  reflect  in the  prospectus  any  facts or events
                arising after the effective date of this Registration  Statement
                (or the most recent  post-effective  amendment  thereof)  which,
                individually or in the aggregate, represent a fundamental change
                in the information set forth in this Registration Statement; and

                      (iii) To include any material  information with respect to
                the  plan  of  distribution  not  previously  disclosed  in this
                Registration   Statement   or  any   material   change  to  such
                information in this Registration Statement;

                provided,  however, that paragraphs (i) and (ii) shall not apply
if the  information  required to be included in a  post-effective  amendment  by
those  paragraphs  is  contained  in periodic  reports  filed by the  Registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in this Registration Statement;

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

                (3) To remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

       (b) The  Registrant  hereby  further  undertakes  that,  for  purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  Annual  Report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

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

                  [remainder of page intentionally left blank]
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, vFinance, Inc.
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Boca Raton, Florida, on this 14th day of September, 2004.

                                 VFINANCE, INC.

                                 By:  /s/  Leonard J. Sokolow
                                      ------------------------------------------
                                      Leonard J. Sokolow
                                      President and Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below  constitutes and appoints  Leonard J. Sokolow and Mark Kacer,  and each of
them,  his true and  lawful  attorneys-in-fact  and  agents,  with full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all capacities, to sign any or all amendments to this Registration Statement
on Form S-8 (including  post-effective  amendments),  and to file the same, with
all exhibits  thereto,  and other  documents in  connection  therewith  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents full power and  authority  to do and perform each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully and to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming  that said  attorneys-in-fact  and  agents,  or their  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                            Title                             Date
      ---------                            -----                             ----
/s/ Leonard J. Sokolow         Director, President and Chief          September 14, 2004
---------------------------    Executive Officer
Leonard J. Sokolow             (Principal Executive Officer)

/s/ Mark Kacer                 Chief Financial Officer                September 14, 2004
---------------------------    (Principal Financial and Accounting
Mark Kacer                     Officer)

/s/ Timothy E. Mahoney         Director                               September 14, 2004
---------------------------
Timothy E. Mahoney
EXHIBIT INDEX

4.1    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).

4.2    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 Exhibit 3.2 to the Company's Annual Report
       on Form 10-KSB filed with the SEC on March 30, 2000).

4.3    Certificate  of Amendment to the  Certificate of  Incorporation  as filed
       with the Delaware  Secretary of State on April 28, 1999  (incorporated by
       reference to Exhibit 3.3 to the  Company's  Annual  Report on Form 10-KSB
       filed with the SEC on March 30, 2000).

4.4    Certificate of Amendment to Certificate  of  Incorporation  as filed with
       the  Delaware  Secretary  of State on March  13,  2000  (incorporated  by
       reference to Exhibit 3.4 to the  Company's  Annual  Report on Form 10-KSB
       filed with the SEC on March 30, 2000).

4.5    Certificate of Amendment to Certificate  of  Incorporation  as filed with
       the Delaware  Secretary of State on November  28, 2001  (incorporated  by
       reference to Exhibit 3.5 to the  Company's  Annual  Report on Form 10-KSB
       filed with the SEC on April 16, 2002).

4.6    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).

4.7    Unanimous  Written  Consents of the Company's  Board of  Directors,  each
       dated January 24, 1994, amending the Bylaws (incorporated by reference to
       Exhibits 3.6 and 3.7 to the Company's  Annual Report on Form 10-KSB filed
       with the SEC on March 30, 2000).

*5.1   Opinion of Edwards & Angell,  LLP regarding  legality of securities being
       registered. *

23.1   Consent of Sherb & Co., LLP.

23.2   Consent  of  Edwards &  Angell,  LLP  (included  in  Exhibit  5.1 to this
       Registration Statement).

24.1   Power of  Attorney  (included  on  signature  pages of this  Registration
       Statement).

*Filed herewith.