UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 12b-25

                                                                    SEC File No.
                                                                    001-11454-03


                                                                    CUSIP NUMBER
                                                                       92553t104

                           NOTIFICATION OF LATE FILING

(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ X ] Form 10-Q
[ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR

For Period Ended:  September 30, 2005
                   ------------------

[  ] Transition Report on Form 10-K
[  ] Transition Report on Form 20-F
[  ] Transition Report on Form 11-K
[  ] Transition Report on Form 10-Q
[  ] Transition Report on Form N-SAR
For the Transition Period Ended: ___________________

    Nothing in this form shall be construed to imply that the Commission has
                   verified any information contained herein.

If the notification  relates to a portion of the filing checked above,  identify
the item(s) to which the  notification  relates:  

The entire Form 10-QSB for the quarterly period ended September 30, 2005
------------------------------------------------------------------------

PART I -- REGISTRANT INFORMATION

vFinance, Inc.
-----------------------
Full Name of Registrant


---------------------------------
Former Name if Applicable


3010 N. Military Trail, Suite 300
---------------------------------------------------------
Address of Principal Executive Office (Street and Number)


Boca Raton, Florida 33431
-------------------------
City, State and Zip Code



PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed.

     [X]  (a) The reasons  described  in  reasonable  detail in Part III of this
          form could not be eliminated without unreasonable effort or expense.
     [X]  (b) The subject annual report,  semi-annual report,  transition report
          on Form 10-K,  Form 20-F,  Form 11-K or Form N-SAR or Form  N-CSR,  or
          portion thereof, will be filed on or before the fifteenth calendar day
          following the prescribed due date; or the subject  quarterly report or
          transition report on Form 10-Q or subject  distribution report on Form
          10-D, or portion thereof will be filed on or before the fifth calendar
          day following the prescribed due date
     [ ]  (c) The  accountant's  statement or other  exhibit  required by Rule
          12b-25(c) has been attached if applicable.



PART III -- NARRATIVE

State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR or the transition report portion thereof,  could not be filed
within the prescribed time period.

As a result of  disruptions  caused by the  impact of  Hurricane  Wilma in south
Florida, and the effects of the hurricane on the Registrant's  principal offices
and the offices of the Registrant's  accountants,  Registrant is unable, without
unreasonable effort or expense, to file its Form 10-QSB for the quarterly period
ended  September 30, 2005 within the  prescribed  period.  The  additional  time
required to file the Form 10-QSB is necessary to ensure the filing of a complete
and accurate Form 10-QSB.  The Registrant  believes that the Form 10-QSB will be
filed on or before the fifth calendar day following the due date.

PART IV-- OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification

         Sheila Reinken             (561)            981-1083
        ----------------         -----------     ------------------
            (Name)               (Area Code)     (Telephone Number)

(2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter  period that the
     registrant was required to file such report(s) been filed? If answer is no,
     identify report(s). [X] Yes [ ] No

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings  statements  to be  included  in the  subject  report  or  portion
     thereof? [ ]Yes [X] No

                                 vFinance, Inc.
                  --------------------------------------------
                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.

Date: November 15, 2005              By: /s/ Sheila C. Reinken
                                         -----------------------------------
                                         Sheila  C. Reinken
                                         Chief Financial Officer