##### Table of Contents







UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2010

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission file number:
000-18188





PAULSON CAPITAL CORP.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Oregon                                                         |  | 93-0589534                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|811 SW Naito Parkway, Portland, Oregon   |  | 97204     
|(Address of principal executive offices) |  | (Zip Code)

Registrants telephone number, including area code: 503-243-6000





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.
See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.



|                           |  |                              
|-------------------------- |  | -----------------------------
|Common stock, no par value |  | 5,893,985                    
|(Class)                    |  | (Outstanding at May 12, 2010)









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##### Table of Contents

PAULSON CAPITAL CORP. AND SUBSIDIARIES

FORM 10-Q

INDEX



|                               |  |                                                                                                |  |   
|------------------------------ |  | ---------------------------------------------------------------------------------------------- |  | --
|                               |  | Page                                                                                          
|PART I - FINANCIAL INFORMATION |  |                                                                                               
|                               |  |                                                                                               
|Item 1.                        |  | Financial Statements                                                                           |  | 2 
|                               |  |                                                                                               
|                               |  | Consolidated Balance Sheets  March 31, 2010 and December 31, 2009 (unaudited)                 |  | 2 
|                               |  |                                                                                               
|                               |  | Consolidated Statements of Operations - Three Months Ended March 31, 2010 and 2009 (unaudited) |  | 3 
|                               |  |                                                                                               
|                               |  | Consolidated Statements of Cash Flows - Three Months Ended March 31, 2010 and 2009 (unaudited) |  | 4 
|                               |  |                                                                                               
|                               |  | Notes to Consolidated Financial Statements (unaudited)                                         |  | 5 
|                               |  |                                                                                               
|Item 2.                        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations          |  | 6 
|                               |  |                                                                                               
|Item 3.                        |  | Quantitative and Qualitative Disclosures About Market Risk                                     |  | 12
|                               |  |                                                                                               
|Item 4T.                       |  | Controls and Procedures                                                                        |  | 12
|                               | 
|PART II - OTHER INFORMATION    |  |                                                                                               
|                               |  |                                                                                               
|Item 6.                        |  | Exhibits                                                                                       |  | 12
|                               |  |                                                                                               
|Signatures                     |  |                                                                                                |  | 13



1



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##### Table of Contents

PART I - FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

Paulson Capital Corp. and Subsidiaries

Consolidated Balance Sheets



|                                                                                                                 |  |               |            |                  |   |           
|---------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | ---------------- | - | ----------
|                                                                                                                 |  | March 31,2010 |            | December 31,2009
|Assets                                                                                                           |  |               |            |                  |   |           
|Cash                                                                                                             |  | $             | 257,858    |                  | $ | 245,292   
|Receivable from clearing organization                                                                            |  |               | 10,524,686 |                  |   | 10,505,232
|Notes and other receivables                                                                                      |  |               | 771,949    |                  |   | 524,231   
|Income taxes receivable                                                                                          |  |               | 2,172,126  |                  |   | 2,181,895 
|Trading and investment securities owned, at fair value                                                           |  |               | 8,155,295  |                  |   | 7,848,363 
|Underwriter warrants, at fair value                                                                              |  |               | 1,405,000  |                  |   | 1,290,000 
|Prepaid and deferred expenses                                                                                    |  |               | 676,028    |                  |   | 844,211   
|Furniture and equipment, at cost, net of accumulated depreciation and amortization of $902,511 and $898,107      |  |               | 34,240     |                  |   | 41,767    
|                                                                                                                 |  |               |            |                  |   |           
|Total Assets                                                                                                     |  | $             | 23,997,182 |                  | $ | 23,480,991
|                                                                                                                 |  |               |            |                  |   |           
|                                                                                                                 |  |              
|Liabilities and Shareholders Equity                                                                             |  |               |            |                  |   |           
|Accounts payable and accrued liabilities                                                                         |  | $             | 637,318    |                  | $ | 742,641   
|Payable to clearing organization                                                                                 |  |               | 2,782,050  |                  |   | 2,288,945 
|Compensation, employee benefits and payroll taxes                                                                |  |               | 897,334    |                  |   | 767,574   
|Trading securities sold, not yet purchased, at fair value                                                        |  |               |           |                  |   | 284       
|Income taxes payable - long-term                                                                                 |  |               | 513,460    |                  |   | 508,460   
|Deferred revenue                                                                                                 |  |               | 496,511    |                  |   | 275,000   
|Underwriter warrantsemployee and independent contractor, at fair value                                          |  |               | 20,000     |                  |   | 10,000    
|                                                                                                                 |  |               |            |                  |   |           
|Total Liabilities                                                                                                |  |               | 5,346,673  |                  |   | 4,592,904 
|                                                                                                                 |  |              
|Commitments and Contingencies                                                                                    |  |               |           |                  |   |          
|                                                                                                                 |  |              
|Shareholders Equity                                                                                             |  |               |            |                  |   |           
|Preferred stock, no par value; 500,000 shares authorized; none issued                                            |  |               |           |                  |   |          
|Common stock, no par value; 20,000,000 shares authorized; shares issued and outstanding: 5,893,985 and 5,891,785 |  |               | 2,192,921  |                  |   | 2,190,435 
|Retained earnings                                                                                                |  |               | 16,457,588 |                  |   | 16,697,652
|                                                                                                                 |  |               |            |                  |   |           
|Total Shareholders Equity                                                                                       |  |               | 18,650,509 |                  |   | 18,888,087
|                                                                                                                 |  |              
|                                                                                                                 |  |               |            |                  |   |           
|Total Liabilities and Shareholders Equity                                                                       |  | $             | 23,997,182 |                  | $ | 23,480,991
|                                                                                                                 |  |               |            |                  |   |           

See accompanying Notes to Consolidated Financial
Statements.



2



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Paulson Capital Corp. and Subsidiaries

Consolidated Statements of Operations

(Unaudited)



|                                                        |  |                                     |           |   |      |   |           |  
|------------------------------------------------------- |  | ----------------------------------- | --------- | - | ---- | - | --------- | -
|                                                        |  | For the Three Months EndedMarch 31, |          
|                                                        |  | 2010                                |           |   | 2009 |  
|Revenues                                                |  |                                     |           |   |      |   |           |  
|Commissions                                             |  | $                                   | 4,141,589 |   |      | $ | 2,699,037 |  
|Corporate finance                                       |  |                                     | 1,193,879 |   |      |   | 4,634     |  
|Investment loss                                         |  |                                     | (614,822  | ) |      |   | (426,876  | )
|Trading income                                          |  |                                     | 10,921    |   |      |   | 393,621   |  
|Interest and dividends                                  |  |                                     | 4,648     |   |      |   | 40,103    |  
|Other                                                   |  |                                     | 35,640    |   |      |   | 25,250    |  
|                                                        |  |                                     |           |   |      |   |           |  
|                                                        |  |                                     | 4,771,855 |   |      |   | 2,735,769 |  
|                                                        |  |                                    
|Expenses                                                |  |                                     |           |   |      |   |           |  
|Commissions and salaries                                |  |                                     | 3,911,509 |   |      |   | 2,686,269 |  
|Underwriting expenses                                   |  |                                     | 113,653   |   |      |   | 11,653    |  
|Rent, telephone and quotation services                  |  |                                     | 281,294   |   |      |   | 302,476   |  
|Professional fees                                       |  |                                     | 362,402   |   |      |   | 269,958   |  
|Travel and entertainment                                |  |                                     | 29,662    |   |      |   | 29,361    |  
|Advertising and promotion                               |  |                                     | 47,699    |   |      |   | 42,101    |  
|Settlement expense                                      |  |                                     |          |   |      |   | 95,000    |  
|Bad debt expense                                        |  |                                     | 337       |   |      |   | 1,592     |  
|Depreciation and amortization                           |  |                                     | 8,311     |   |      |   | 19,059    |  
|Other                                                   |  |                                     | 252,052   |   |      |   | 261,051   |  
|                                                        |  |                                     |           |   |      |   |           |  
|                                                        |  |                                     | 5,006,919 |   |      |   | 3,718,520 |  
|                                                        |  |                                     |           |   |      |   |           |  
|                                                        |  |                                    
|Loss before income taxes                                |  |                                     | (235,064  | ) |      |   | (982,751  | )
|                                                        |  |                                    
|Income tax expense (benefit)                            |  |                                     | 5,000     |   |      |   | (160,996  | )
|                                                        |  |                                     |           |   |      |   |           |  
|                                                        |  |                                     | 5,000     |   |      |   | (160,996  | )
|                                                        |  |                                     |           |   |      |   |           |  
|                                                        |  |                                    
|Net loss                                                |  | $                                   | (240,064  | ) |      | $ | (821,755  | )
|                                                        |  |                                     |           |   |      |   |           |  
|                                                        |  |                                    
|Basic and diluted net loss per share                    |  | $                                   | (0.04     | ) |      | $ | (0.14     | )
|                                                        |  |                                     |           |   |      |   |           |  
|                                                        |  |                                    
|Shares used in basic and diluted per share calculations |  |                                     | 5,892,078 |   |      |   | 5,928,285 |  
|                                                        |  |                                     |           |   |      |   |           |  

See accompanying Notes to Consolidated Financial Statements.



3



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Paulson Capital Corp. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)



|                                                                                                |  |                                      |          |   |      |   |          |  
|----------------------------------------------------------------------------------------------- |  | ------------------------------------ | -------- | - | ---- | - | -------- | -
|                                                                                                |  | For the Three Months Ended March 31, |         
|                                                                                                |  | 2010                                 |          |   | 2009 |  
|Cash flows from operating activities:                                                           |  |                                      |          |   |      |   |          |  
|Net loss                                                                                        |  | $                                    | (240,064 | ) |      | $ | (821,755 | )
|Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities: |  |                                      |          |   |      |   |          |  
|Receipt of underwriter warrants                                                                 |  |                                      | (709,000 | ) |      |   |         |  
|Unrealized (appreciation) depreciation/expiration of underwriter warrants                       |  |                                      | 594,000  |   |      |   | 619,000  |  
|Unrealized depreciation of underwriter warrants - employee and independent contractor           |  |                                      | 10,000   |   |      |   | (94,000  | )
|Depreciation and amortization                                                                   |  |                                      | 8,311    |   |      |   | 19,059   |  
|Valuation allowance on deferred tax assets                                                      |  |                                      |          |   |      |   |          |  
|Deferred revenue                                                                                |  |                                      | 221,511  |   |      |   | (25,000  | )
|Loss on asset disposition                                                                       |  |                                      | 433      |   |      |   | 134      |  
|Change in assets and liabilities:                                                               |  |                                      |          |   |      |   |          |  
|Receivable from/payable to clearing organization                                                |  |                                      | 473,651  |   |      |   | 556,080  |  
|Notes and other receivables                                                                     |  |                                      | (247,718 | ) |      |   | (199,721 | )
|Income taxes receivable                                                                         |  |                                      | 9,769    |   |      |   | 518,177  |  
|Trading and investment securities owned                                                         |  |                                      | (306,932 | ) |      |   | (997,722 | )
|Prepaid and deferred expenses                                                                   |  |                                      | 168,183  |   |      |   | 209,179  |  
|Accounts payable, accrued liabilities and compensation payables                                 |  |                                      | 24,437   |   |      |   | 123,915  |  
|Trading securities sold, not yet purchased                                                      |  |                                      | (284     | ) |      |   | 8,640    |  
|Income taxes payable - long-term                                                                |  |                                      | 5,000    |   |      |   | 4,000    |  
|                                                                                                |  |                                      |          |   |      |   |          |  
|Net cash provided by (used in) operating activities                                             |  |                                      | 11,297   |   |      |   | (80,014  | )
|                                                                                                |  |                                     
|Cash flows from investing activities:                                                           |  |                                      |          |   |      |   |          |  
|Additions to furniture and equipment                                                            |  |                                      | (1,217   | ) |      |   | (1,346   | )
|                                                                                                |  |                                      |          |   |      |   |          |  
|Net cash used in investing activities                                                           |  |                                      | (1,217   | ) |      |   | (1,346   | )
|                                                                                                |  |                                     
|Cash flows from financing activities:                                                           |  |                                      |          |   |      |   |          |  
|Proceeds from stock option exercise                                                             |  |                                      | 2,486    |   |      |   |         |  
|                                                                                                |  |                                      |          |   |      |   |          |  
|Net cash provided by financing activities                                                       |  |                                      | 2,486    |   |      |   |         |  
|                                                                                                |  |                                      |          |   |      |   |          |  
|                                                                                                |  |                                     
|Increase (decrease) in cash and cash equivalents                                                |  |                                      | 12,566   |   |      |   | (81,360  | )
|                                                                                                |  |                                     
|Cash and cash equivalents:                                                                      |  |                                      |          |   |      |   |          |  
|Beginning of period                                                                             |  |                                      | 245,292  |   |      |   | 318,810  |  
|                                                                                                |  |                                      |          |   |      |   |          |  
|                                                                                                |  |                                     
|End of period                                                                                   |  | $                                    | 257,858  |   |      | $ | 237,450  |  
|                                                                                                |  |                                      |          |   |      |   |          |  
|                                                                                                |  |                                     
|Supplemental cash flow information:                                                             |  |                                      |          |   |      |   |          |  
|Cash received during the period for income taxes, net                                           |  | $                                    | 12,731   |   |      | $ | 683,174  |  
|                                                                                                |  |                                     
|Supplemental non-cash information:                                                              |  |                                      |          |   |      |   |          |  
|Conversion of corporate finance client note receivable to equity investment                     |  | $                                    |         |   |      | $ | 404,959  |  

See accompanying Notes
to Consolidated Financial Statements.



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PAULSON CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note
1. Basis of Presentation

The financial information for Paulson Capital Corp. and its wholly-owned subsidiaries, Paulson Investment
Company and Paulson Capital Properties, LLC, included herein as of March 31, 2010 and December 31, 2009 and for the three-month periods ended March 31, 2010 and 2009 is unaudited; however, such information reflects all adjustments,
consisting only of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The financial information as of
December 31, 2009 is derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2009. The interim consolidated financial statements should be read in conjunction
with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2009. The results of operations for the interim periods presented are not necessarily indicative of the
results to be expected for the full year.

Note 2. Earnings Per Share

Since we were in a loss position, the number of shares used for our basic net loss per share and diluted net loss per share was the same for both periods
presented. For the three-month period ended March 31, 2010, we had 473,800 anti-dilutive stock options outstanding and, for the three-month period ended March 31, 2009, we did not have any common stock equivalents outstanding.

Note 3. Fair Value Measurements

Various inputs are used in determining the fair value of our financial assets and liabilities and are summarized into three broad categories:



| |  |  | Level 1  unadjusted quoted prices in active markets for identical securities;
| | - |  | ------------------------------------------------------------------------------



| |  |  | Level 2  other significant observable inputs, including quoted prices for similar securities, interest rates, prepayment speeds, credit risk,
etc.; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 3  significant unobservable inputs, including our own assumptions in determining fair value.
| | - |  | ---------------------------------------------------------------------------------------------------

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Following are the disclosures related to our financial assets and (liabilities) (in thousands):



|                                                           |  |                |       |                   |             |         |            |   |       |             |  |        
|---------------------------------------------------------- |  | -------------- | ----- | ----------------- | ----------- | ------- | ---------- | - | ----- | ----------- |  | -------
|                                                           |  | March 31, 2010 |       | December 31, 2009
|                                                           |  | Fair Value     |       |                   | Input Level |         | Fair Value |   |       | Input Level
|Trading and investment securities owned:                   |  |                |       |                   |             |         |            |   |       |             |  |        
|Corporate equities, marketable                             |  | $              | 4,931 |                   |             | Level 1 |            | $ | 4,693 |             |  | Level 1
|Corporate equities, not readily marketable                 |  |                | 2,776 |                   |             | Level 3 |            |   | 2,776 |             |  | Level 3
|Corporate options/warrants, marketable                     |  |                | 448   |                   |             | Level 1 |            |   | 379   |             |  | Level 1
|Underwriter warrants                                       |  |                | 1,405 |                   |             | Level 3 |            |   | 1,290 |             |  | Level 3
|Underwriter warrants  employee and independent contractor |  |                | (20   | )                 |             | Level 3 |            |   | (10   | )           |  | Level 3



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Following is a summary of activity related to our Level 3 financial assets and liabilities (in thousands):



|                                                                                                                                |  |                     |       |   |                                                        |   |     |                                           |  |   |      
|------------------------------------------------------------------------------------------------------------------------------- |  | ------------------- | ----- | - | ------------------------------------------------------ | - | --- | ----------------------------------------- |  | - | -----
|                                                                                                                                |  | UnderwriterWarrants |       |   | UnderwriterWarrants Employee andIndependentContractor |   |     | Not ReadilyMarketableInvestmentSecurities
|Balance, December 31, 2009                                                                                                      |  | $                   | 1,290 |   |                                                        | $ | (10 | )                                         |  | $ | 2,776
|Fair value of underwriter warrants received included as a component of corporate finance income                                 |  |                     | 709   |   |                                                        |   |    |                                           |  |   |     
|Net unrealized gain (loss), included as a component of investment income (loss) related to securities held at December 31,
2009 |  |                     | (594  | ) |                                                        |   | (10 | )                                         |  |   |     
|                                                                                                                                |  |                     |       |   |                                                        |   |     |                                           |  |   |      
|Balance, March 31, 2010                                                                                                         |  | $                   | 1,405 |   |                                                        | $ | (20 | )                                         |  | $ | 2,776
|                                                                                                                                |  |                     |       |   |                                                        |   |     |                                           |  |   |      

Valuation ofMarketableTrading andInvestment SecuritiesOwned

The
fair value of marketable trading and investment securities owned is determined based on quoted market prices. Securities traded on a national exchange are stated at the last reported sales price on the day of valuation; other securities traded in
the over-the-counter market and listed securities for which no sale was reported on that date are stated at the last quoted bid price.

Valuation of Not Readily Marketable Investment Securities

Securities not readily marketable include investment securities (a) for which there is no market on a securities exchange or no independent publicly
quoted market, (b) that cannot be publicly offered or sold unless registration has been effected under the Securities Act of 1933, or (c) that cannot be offered or sold because of other arrangements, restrictions or conditions applicable to the
securities or to us. The fair value of not readily marketable securities is estimated by management using available information including the following: quoted market prices of similar securities (i.e., unrestricted shares of the same company);
price of recent known trades of the same or similar securities; the cost of the security, if recently purchased, adjusted for changes in the financial condition of the issuer; all other information available from review of available documents
related to the issuer or discussions with management of the issuer.

Valuation of Underwriter Warrants

We estimate the fair value of our underwriter warrants using the Black-Scholes Option Pricing Model. The warrants generally have a five-year expiration
date and vest immediately. The warrants are generally subject to a restriction period of six months to one-year in which we cannot exercise the warrants. The Black-Scholes model requires us to use five inputs including: stock price, risk free rate,
exercise price, time remaining on the warrant and price volatility. After stock price, the most influential factor in this model is price volatility, which we calculate for each companys warrants based on each companys own historical
closing stock prices as well as an index of historical prices for comparable companies. When we initially receive a new underwriter warrant from an initial public offering, its calculated volatility factor is entirely based on the volatility of an
index of comparable companies, since there is no price history for a new publicly traded company. As each underwriter warrant approaches its expiration date, its volatility factor is derived primarily from the historical prices of its underlying
common stock. We cannot assure you that we will ultimately be able to exercise any of our warrants in a way that will realize the value that we attribute to them in our financial statements based on this model.

Note 4. New Accounting Guidance

ASU 2010-06

Accounting Standards Update
(ASU) 2010-06, Improving Disclosures about Fair Value Measurements, requires new disclosures about recurring or nonrecurring fair-value measurements including significant transfers into or out of Level 1 and Level 2
fair-value classifications. These disclosures are required for fiscal years beginning on or after December 15, 2009. We adopted this guidance in the first quarter of 2010 and any required disclosures are included in Note 4 above. The ASU also
clarifies existing fair-value measurement disclosure guidance about the level of disaggregation, inputs and valuation techniques, which are required to be implemented in fiscal years beginning on or after December 15, 2010. These disclosures
will require disaggregation of purchases, sales, issuances and settlements in the reconciliation of Level 3 fair value assets and liabilities. Since these requirements only relate to disclosure, the adoption of the guidance will not have any effect
on our financial position, results of operations or cash flows.

Note 5. Subsequent Events

We have evaluated subsequent events for potential recognition and/or disclosure through the date the financial statements were issued.





|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

FORWARD LOOKING STATEMENTS AND RISK FACTORS

This report, including, without limitation, Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations, contains or incorporates both historical and forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Words such as anticipates, believes, expects, intends, future and similar expressions identify forward-looking statements. Any such forward-looking statements in this report
reflect our current views with respect to future events and financial performance and are subject to a variety of factors that could cause our actual results to differ materially from historical results or from anticipated results expressed or
implied by such forward-looking statements. Because of such factors, we cannot assure you that the results anticipated in this report will be realized. As noted elsewhere in this report, various aspects of our business are subject to extreme
volatility, often as a result of factors beyond our ability to anticipate or control. In particular, factors, such as the condition of the securities markets, which are in turn based on popular perceptions of the health of the economy generally, can
be expected to affect the volume of our business as well as the value of the securities maintained in our trading and investment accounts. Other factors that may affect our future financial condition or results of operations include the following:



| |  |  | Aspects of our business are volatile and affected by factors beyond our control.
| | - |  | --------------------------------------------------------------------------------



| |  |  | Our ability to attract and retain customers may be affected by our reputation.
| | - |  | ------------------------------------------------------------------------------



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| |  |  | We are subject to extensive regulation that could result in investigations, fines or other penalties.
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | We face intense competition in our industry.
| | - |  | --------------------------------------------



| |  |  | Our future success depends on retaining existing management and hiring and assimilating new key employees, and our inability to attract or retain key
personnel would materially harm our business and results of operations.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We are subject to an increased risk of legal proceedings, which may result in significant losses to us that we cannot recover. Claimants in these
proceedings may be customers, employees, investors or regulatory agencies, among others, seeking damages for mistakes, errors, negligence or acts of fraud by our employees.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | As a public company, we are subject to complex legal and accounting requirements that require us to incur substantial expense and expose us to risk of
non-compliance.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our directors control approximately 60% of our common stock and may have interests differing from those of other stockholders.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------

OVERVIEW

Substantially all of our business consists of the securities brokerage and corporate finance activities of our wholly-owned subsidiary, Paulson Investment
Company, Inc., which has operations in four principal categories, all of them in the financial services industry. These categories are:



| |  |  | securities brokerage activities for which we earn commission revenues;
| | - |  | ----------------------------------------------------------------------



| |  |  | corporate finance revenues consisting principally of underwriting discounts and underwriter warrants;
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | securities trading from which we record profit or loss, depending on trading results; and
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | investment income resulting from earnings on, and increases or decreases in the value of, our investment portfolio.
| | - |  | -------------------------------------------------------------------------------------------------------------------

In addition, Paulson Capital Properties, LLC, a 100% owned subsidiary, was established for the purpose of purchasing, improving and remarketing
underappreciated real estate. Through March 31, 2010, we had not purchased any real estate.

Because we operate in the financial services
industry, our revenues and earnings are substantially affected by general conditions in financial markets. Further, past performance is not necessarily indicative of results to be expected in future periods. In our securities brokerage business, the
amount of our revenues depends on levels of market activity requiring the services we provide. Our corporate finance activity, which consists of acting as the managing underwriter of initial and follow-on public offerings, private investments in
public equity (PIPEs) and private placements for smaller companies, is similarly affected by the strength of the market for new equity offerings, which has historically experienced substantial cyclical fluctuation. Global IPO volume
has increased significantly with China and the U.S. being the most active markets. During the first quarter of 2010, there were 27 IPOs in the U.S., with proceeds totaling $4.1 billion and the outlook is strong. However, U.S. IPO investors
are demanding lower valuations. This compares to 1 IPO in the U.S. during the first quarter of 2009 with proceeds totaling $0.7 billion. During 2009, there were 62 U.S. IPOs with gross proceeds totaling $22.8 billion. Although we attempt
to match operating costs with activity levels, many of our expenses are either fixed or difficult to change on short notice. Accordingly, fluctuations in brokerage and corporate finance revenues tend to result in sharper fluctuations, on a
percentage basis, in net income or loss.

Our investment and trading income or loss is affected by changes in market valuation of securities
generally and, in particular, by changes in valuation of the equity securities of microcap companies in which our investments and trading activities tend to be concentrated. Equity markets in general, and microcap equity markets in particular, have
always experienced significant volatility and this volatility has, in recent years, been extreme. The result of this volatility on the value of our investment portfolio and securities held in connection with our trading and investment activities
include large quarterly fluctuations in income or loss from these operations and substantial increases or decreases in our net worth as our securities holdings are marked to market.



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A substantial portion of our corporate finance business consists of acting as managing underwriter of
initial and follow-on public offerings for microcap and smallcap companies. As a part of our compensation for these activities, we typically receive warrants exercisable to purchase securities similar to those that we offer and sell to the
public. The warrants generally have a five-year expiration date and vest immediately. The warrants are generally subject to a restricted period of six months to one-year during which we cannot exercise. The exercise price is typically 120% of the
price at which the securities were initially sold to the public. Accordingly, unless there is at least a 20% increase in the price of these securities at some time more than six months and less than five years after the offering, the warrants will
remain under water and will ultimately expire unexercised. We also receive warrants in connection with PIPEs, which have varying terms and conditions.

CURRENT EVENTS

For 2010, we are
suspending the Summer 2010 investment banking conference and the November 2010 Westergaard Conference and we plan to continue only essential business expenditures.

CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES

We reaffirm the critical accounting policies and estimates as reported in our Annual Report on Form 10-K for the year ended December 31, 2009, which
was filed with the Securities and Exchange Commission on March 31, 2010.

RESULTS OF OPERATIONS

Our revenues and operating results are influenced by fluctuations in the equity markets as well as general economic and market conditions, particularly
conditions in the over-the-counter market, where our investment and trading positions and the underlying stock for the underwriter warrants are heavily concentrated. Significant fluctuations can occur in our revenues and operating results from one
period to another. Our results of operations depend upon many factors, such as the number of companies that are seeking financing, the quality and financial condition of those companies, market conditions in general, the performance of our previous
underwritings and interest in certain industries by investors. As a result, revenues and income derived from these activities may vary significantly from period to period. Our revenues include the following:



| |  |  | Commissions, which represent amounts earned from our retail securities brokerage activities;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | Corporate finance revenues, which are a function of total proceeds from offerings done during the period, compensation per offering and the fair value
of underwriter warrants received;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Investment income (loss), which includes (i) the unrealized appreciation and depreciation of securities held based on quoted market prices,
(ii) the unrealized appreciation and depreciation of securities held that are not readily marketable, based upon our estimate of their fair value, (iii) realized gains and losses on the sale of securities with quoted market prices and
securities that are not readily marketable, (iv) income on the exercise of underwriter warrants, and (v) the unrealized appreciation and depreciation of underwriter warrants held; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Trading income (loss), which is the gain or loss from trading positions before commissions paid to the representatives in the trading department.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



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The following table sets forth the changes in our operating results in the first quarter of 2010 compared to
the first quarter of 2009 (dollars in thousands):



|                                       |  |                             |       |   |                      |   |       |                       |  |   |        |   |  |       |  
|-------------------------------------- |  | --------------------------- | ----- | - | -------------------- | - | ----- | --------------------- |  | - | ------ | - |  | ----- | -
|                                       |  | Three Months EndedMarch 31, |       |   | Improvement(Decline) |   |       | %Improvement(Decline) | 
|                                       |  | 2010                        |       |   | 2009                 |   |       |                      
|Revenues:                              |  |                             |       |   |                      |   |       |                       |  |   |        |   |  |       |  
|Commissions                            |  | $                           | 4,142 |   |                      | $ | 2,699 |                       |  | $ | 1,443  |   |  | 53.5  | %
|Corporate finance                      |  |                             | 1,194 |   |                      |   | 5     |                       |  |   | 1,189  |   |  | *     |  
|Investment loss                        |  |                             | (615  | ) |                      |   | (427  | )                     |  |   | (188   | ) |  | (44.0 | )
|Trading income                         |  |                             | 11    |   |                      |   | 394   |                       |  |   | (383   | ) |  | (97.2 | )
|Interest and dividends                 |  |                             | 5     |   |                      |   | 40    |                       |  |   | (35    | ) |  | (87.5 | )
|Other                                  |  |                             | 35    |   |                      |   | 25    |                       |  |   | 10     |   |  | 40    |  
|                                       |  |                             |       |   |                      |   |       |                       |  |   |        |   |  |       |  
|Total revenues                         |  |                             | 4,772 |   |                      |   | 2,736 |                       |  |   | 2,036  |   |  | 74.4  |  
|Expenses:                              |  |                             |       |   |                      |   |       |                       |  |   |        |   |  |       |  
|Commissions and salaries               |  |                             | 3,912 |   |                      |   | 2,686 |                       |  |   | (1,226 | ) |  | 45.6  |  
|Underwriting expenses                  |  |                             | 114   |   |                      |   | 12    |                       |  |   | (102   | ) |  | *     |  
|Rent, telephone and quotation services |  |                             | 281   |   |                      |   | 303   |                       |  |   | 22     |   |  | 7.3   |  
|Professional fees                      |  |                             | 362   |   |                      |   | 270   |                       |  |   | (92    | ) |  | (34.1 | )
|Travel and entertainment               |  |                             | 30    |   |                      |   | 29    |                       |  |   | (1     | ) |  | (3.4  | )
|Advertising and promotion              |  |                             | 48    |   |                      |   | 42    |                       |  |   | (6     | ) |  | (14.3 | )
|Settlement expense                     |  |                             |      |   |                      |   | 95    |                       |  |   | 95     |   |  | *     |  
|Bad debt expense                       |  |                             |      |   |                      |   | 2     |                       |  |   | 2      |   |  | *     |  
|Depreciation and amortization          |  |                             | 8     |   |                      |   | 19    |                       |  |   | 11     |   |  | 57.9  |  
|Other                                  |  |                             | 252   |   |                      |   | 261   |                       |  |   | 9      |   |  | 3.4   |  
|                                       |  |                             |       |   |                      |   |       |                       |  |   |        |   |  |       |  
|Total expenses                         |  |                             | 5,007 |   |                      |   | 3,719 |                       |  |   | (1,288 | ) |  | (34.6 | )
|                                       |  |                             |       |   |                      |   |       |                       |  |   |        |   |  |       |  
|Loss before income taxes               |  | $                           | (235  | ) |                      | $ | (983  | )                     |  | $ | 748    |   |  | 76.1  | %
|                                       |  |                             |       |   |                      |   |       |                       |  |   |        |   |  |       |  



|* | Not meaningful.
|- | ---------------

Revenues

The continued improvement in the global economy had a positive effect on our results of operations in the first quarter of 2010. For
the period from December 31, 2009 to March 31, 2010, the Dow Jones Industrial average and the NASDAQ composite indices increased 4.1% and 5.7%, respectively.

Commissions increased 53.5% in the first quarter of 2010 compared to the first quarter of 2009, primarily due to improving market conditions and an
increase in the number of registered representatives. We had 104 registered representatives at March 31, 2010 compared to 92 at December 31, 2009.

Corporate finance income in the first quarter of 2010 included underwriting discounts earned from a follow-on public offering in which we, together with
a co-underwriter, raised $6.5 million for our client, as well as the Black-Scholes value of the underwriter warrants received in connection with that offering.

Corporate finance income in the first quarter of 2009 included revenue related to our participation in a closed-end mutual fund.

Investment loss included the following (in thousands):



|                                                                                                                                                                                 |  |                             |      |   |      |   |      |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ---- | - | ---- | - | ---- | -
|                                                                                                                                                                                 |  | Three Months EndedMarch 31, |     
|                                                                                                                                                                                 |  | 2010                        |      |   | 2009 |  
|Net unrealized depreciation related to underwriter warrants                                                                                                                      |  | $                           | (594 | ) |      | $ | (619 | )
|Net unrealized (appreciation) depreciation of underwriter warrants  employee and independent contractor                                                                         |  |                             | (10  | ) |      |   | 94   |  
|Net unrealized appreciation (depreciation) of securities held based on quoted market prices or, for securities that are not
readily marketable, our estimate of their fair value |  |                             | (38  | ) |      |   | 119  |  
|Net realized gains (losses) on the sale of securities with quoted market prices, securities that are not readily marketable and
gains from the exercise of underwriter warrants  |  |                             | 27   |   |      |   | (21  | )
|                                                                                                                                                                                 |  |                             |      |   |      |   |      |  
|                                                                                                                                                                                 |  | $                           | (615 | ) |      | $ | (427 | )
|                                                                                                                                                                                 |  |                             |      |   |      |   |      |  



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We did not exercise any underwriter warrants in the first quarter of 2010 or 2009. Generally, when we
exercise a warrant to obtain the underlying common stock, the common stock is subsequently sold in the near term and the related gain is reflected as a component of investment income.

Investment income (loss) is volatile from period to period due to the fact that it is driven by the fair value of the securities and underwriter warrants
held. In addition, the performance of the securities in which we have a concentration can significantly affect our investment income from period to period.

Trading income decreased $0.4 million to $11,000 in the first quarter of 2010 compared to $0.4 million in the first quarter of 2009. In the first quarter
of 2010, trading income was negatively affected by the market value of certain securities in which we make a market. Our focus is on very small capitalization issues, especially those tied to our corporate finance clients.

Expenses

Total expenses
increased $1.3 million in the first quarter of 2010 compared to the first quarter of 2009 primarily due to increased retail and corporate finance activity as described in more detail below.

Commissions and salaries increased $1.2 million in the first quarter of 2010 compared to the first quarter of 2009. The increase was primarily due to
higher commissions earned on higher commission revenue, compensation earned as a result of investment banking activity in the first quarter of 2010 and the reinstatement of salary cuts that were in effect from February 2009 through November 2009. We
did not have any investment banking activity in the first quarter of 2009.

Underwriting expenses increased $102,000 in the first quarter of
2010 compared to the first quarter of 2009 as a result of one investment banking transaction in the first quarter of 2010 compared to none in the first quarter of 2009.

We did not incur any settlement expense in the first quarter of 2010. Settlement expense of $95,000 in the first quarter of 2009 was related to an
accrual for a legal matter that was settled in the second quarter of 2009.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity include our cash and receivables from our clearing organization, offset by payables to our clearing organization.

In addition, our sources of liquidity include, to a certain extent, our trading positions, borrowings on those positions and profits realized
upon the sale of the securities underlying underwriter warrants exercised. The liquidity of the market for many of our securities holdings, however, varies with trends in the stock market. Since many of the securities we hold are thinly traded, and
we are, in many cases, a primary market maker in the issues held, any significant sales of our positions could adversely affect the liquidity of the issues held. In general, falling prices in NASDAQ securities (which make up most of our trading
positions) lead to decreased liquidity in the market for these issues, while rising prices in NASDAQ issues tend to increase the liquidity of the market for these securities.

We believe our cash and receivables from our clearing organization at March 31, 2010 are sufficient to meet our cash and regulatory net capital
needs for at least the next twelve-month period from March 31, 2010. Our liquidity could be negatively affected by protracted unfavorable market conditions. The major market indices showed improvements in the later part of 2009, which continued
in the first quarter of 2010.

As a securities broker-dealer, we are required by SEC regulations to meet certain liquidity and capital
standards. We believe we were in compliance with these standards at March 31, 2010.



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Following the lapse of restrictions upon issuance, capital available from the sale of the underlying
securities of underwriter warrants exercised can fluctuate significantly from period to period as the value of the underlying securities fluctuates with overall market and individual company financial condition or performance. There is no public
market for the underwriter warrants. The securities receivable upon exercise of the underwriter warrants cannot be resold unless the issuer has registered these securities with the SEC and with the states in which the securities will be sold unless
exemptions are available. Any delay or other problem in the registration of these securities would have an adverse impact upon our ability to obtain funds from the exercise of the underwriter warrants and the resale of the underlying securities.

At March 31, 2010, we owned 11 underwriter warrants from 9 issuers, all but one of which was exercisable. None of the warrants had an
exercise price below the March 31, 2010 market price of the securities receivable upon exercise. There is little or no direct relationship between the intrinsic value of our underwriter warrants at the end of any given period and the fair value
calculated using the Black-Scholes option pricing model. The prices of the securities underlying the underwriter warrants are very volatile, and substantial fluctuations in their fair value can be expected in the future.

Cash provided by operating activities totaled $11,000 in the first quarter of 2010, primarily due to our net loss of $240,000, net non-cash expense items
of $125,000 and changes in our operating assets and liabilities as discussed in more detail below.

Our net receivable from our clearing
organization decreased $0.5 million to $7.7 million at March 31, 2010 from $8.2 million at December 31, 2009, primarily due to the results of the activity in our trading and investment accounts, as well as the timing of general corporate
expenditures and cash flow requirements.

Notes and other receivables increased $0.3 million to $0.8 million at March 31, 2010 from $0.5
million at December 31, 2009, primarily due to loans to our registered representatives.

Changes in our trading and investment securities
owned are dependent on the purchase and sale of securities during the period, as well as changes in their fair values during the period.

A
summary of activity related to the fair value of our underwriter warrants was as follows (in thousands):



|                                         |  |   |       |  
|---------------------------------------- |  | - | ----- | -
|Balance, December 31, 2009               |  | $ | 1,290 |  
|Receipt of underwriter warrants          |  |   | 709   |  
|Net unrealized loss on value of warrants |  |   | (594  | )
|Warrants exercised or expired            |  |   |      |  
|                                         |  |   |       |  
|Balance, March 31, 2010                  |  | $ | 1,405 |  
|                                         |  |   |       |  

Deferred revenue of $0.5 million at March 31, 2010 related to amounts received from our clearing firm based on the
execution of a five-year agreement and two, one-year extensions of the agreement, and is being amortized at the rate of $11,822 per month through June 2013.

Underwriter warrants  employee and independent contractor liability of $20,000 at March 31, 2010 represented the fair value of underwriter
warrants held for which the gain from the sale of the related stock upon exercise is due to certain employees.

In September 2001, our Board
of Directors approved a stock repurchase program pursuant to which we are authorized to repurchase up to 600,000 shares of our common stock. In addition, in June 2008, our Board of Directors approved the repurchase of up to a total of an additional
200,000 shares of our common stock. We did not repurchase any shares during the first quarter of 2010 and, at March 31, 2010, 195,011 shares remained available for repurchase. These repurchase programs do not have an expiration date.



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OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

NEW ACCOUNTING GUIDANCE

See Note 4 of
Notes to Consolidated Financial Statements.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

Not required for Smaller Reporting Companies.



|Item 4T. | Controls and Procedures
|-------- | -----------------------

Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, the
effectiveness of our disclosure controls and procedures as of the end of the period covered by this report as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act). Based on that
evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that information required to be
disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during our last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION



|Item 6. | Exhibits
|------- | --------

The following exhibits
are filed herewith and this list is intended to constitute the exhibit index:



|     |  |                                                                                                                                                             
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  | Amendment, dated October 3, 2008, to Fully Disclosed Clearing Agreement between RBC Dain Correspondent Services and Paulson Investment Company, Inc.        
|     | 
|10.2 |  | Amendment, dated February 12, 2010, to Fully Disclosed Clearing Agreement between RBC Dain Correspondent Services and Paulson Investment Company, Inc.      
|     | 
|31.1 |  | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.                           
|     | 
|31.2 |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.                               
|     | 
|32.1 |  | Certification of Principal Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.
|     | 
|32.2 |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.    



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



|                   |  |  |  |                                       |  |                          
|------------------ |  |  |  | ------------------------------------- |  | -------------------------
|Date: May 12, 2010 |  |  |  | PAULSON CAPITAL CORP.                
|                   |  |  | 
|                   |  |  |  | By                                    |  | /s/ CHESTER L. F. PAULSON
|                   |  |  |  | Chester L. F. Paulson                
|                   |  |  |  | President and Chief Executive Officer
|                   |  |  |  | Principal Executive Officer          
|                   |  |  | 
|                   |  |  |  | By                                    |  | /s/ KAREN L. JOHANNES    
|                   |  |  |  | Karen L. Johannes                    
|                   |  |  |  | Chief Financial Officer              
|                   |  |  |  | Principal Financial Officer          



13