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

                                   FORM 10-QSB

(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, 2007 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          000-51252
                                           ----------
                     NATIONAL INVESTMENT MANAGERS INC.
             (Exact name of registrant as specified in its charter)

        Florida                         59-2091510
(State or other jurisdiction of       (I.R.S.Employer
incorporation or organization)       identification No.)

                420 Lexington Ave., Suite 2420 New York, New York 10170
                -------------------------------------------------------
                  (Address of principal executive offices)

                                 (212) 389-7832
                                 --------------
              (Registrant's telephone number, including area code)

                830 Third Ave., 14th Floor, New York, New York 10022
                ----------------------------------------------------
                  (Former address of principal executive offices)

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 is a shell company (as defined in
Rule 12b-2 of the Exchange Act)

                           Yes            No   X
                               -----         -----

As of May 14, 2007, 27,368,980 shares of $.001 par value common stock of the
registrant were outstanding.

Transitional Small Business Disclosure Format (Check One): Yes      No  X
                                                              -----   -----

<PAGE>

              NATIONAL INVESTMENT MANAGERS INC. AND SUBSIDIARIES
              --------------------------------------------------

                                      INDEX
                                      -----

PART I. FINANCIAL INFORMATION
-----------------------------

Item 1. Financial Statements                                            Page No.
                                                                        --------

Condensed Consolidated Balance Sheet - March 31, 2007 (unaudited)           3-4

Condensed Consolidated Statements of Operations - Three Months ended
March 31, 2007 and 2006 (unaudited)                                           5

Condensed Consolidated Statements of Cash Flows - Three Months ended
March 31, 2007 and 2006 (unaudited)                                           6

Notes to Condensed Consolidated Financial Statements                       7-19

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations                                                 20-25

Item 3. Quantitative and Qualitative Disclosures about Market Risks          25

Item 4. Controls and Procedures                                              26

PART II.  OTHER INFORMATION
---------------------------

Item 1. Legal Proceedings                                                    26

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds       26-29

Item 3. Defaults upon Senior Securities                                      29

Item 4. Submission of Matters to a Vote of Security Holders                  29

Item 5. Other Information                                                    29

Item 6. Exhibits                                                          30-40

SIGNATURES                                                                   41


                                       2
<PAGE>

Item 1. Financial Statements

               National Investment Managers Inc. and Subsidiaries
                 Unaudited Condensed Consolidated Balance Sheet
                           For The Three Months Ended,

                                                                  March 31, 2007
                                                                  --------------

CURRENT ASSETS:
     Cash                                                         $    2,655,396
     Accounts receivable, net                                          2,697,287
     Prepaid expenses and other current assets                           780,130
                                                                  --------------
          Total current assets                                         6,132,813
                                                                  --------------

PROPERTY AND EQUIPMENT, net                                            1,077,244
                                                                  --------------

OTHER ASSETS
     Goodwill                                                         21,119,410
     Customer lists/relationships                                     25,555,543
     Other intangibles                                                 8,168,027
     Deferred financing costs                                            712,819
                                                                  --------------
          Total other assets                                          55,555,799
                                                                  --------------
                                                                  $   62,765,856
                                                                  ==============

CURRENT LIABILITIES:
     Long-term debt, current portion                              $    7,315,329
     Accounts payable                                                    650,558
     Unearned revenue                                                  5,962,671
     Accrued expenses and other current liabilities                    3,282,963
                                                                  --------------
          Total current liabilities                                   17,211,521

LONG-TERM LIABILITIES:
     Long-term debt, less current portion                             15,867,048
     Preferred dividends payable                                       2,349,525
     Derivative financial instruments                                  1,796,151
     Deferred tax liability                                           10,394,850
                                                                  --------------
          Total long-term liabilities                                 30,407,574
                                                                  --------------
                                 Total liabilities                    47,619,095
                                                                  --------------


                                       3
<PAGE>

STOCKHOLDERS' EQUITY

Preferred Stock, $.001 par value, 10,000,000
    shares authorized; 4,000,000 designated
    as Series A shares of which 2,620,000
    shares issued and outstanding (liquidation
    preference $2,620,000), 4,000,000 designated
    as Series B shares of which 3,715,000
    shares issued and outstanding (liquidation
    preference $7,430,000); 1,000,000 designated
    as Series C shares of which 883,334 shares
    issued and outstanding (liquidation preference
    $10,600,008); 500,000 designated as Series D
    shares of which 409,500 shares issued and
    outstanding (liquidation preference $4,095,000);
    60,000 designated as Series E shares of which
    29,350 shares issued and outstanding (liquidation
    preference $5,870,000)                                                7,657
Common Stock, $.001 par value 100,000,000 shares
    authorized, 27,368,980 shares issued and
    outstanding                                                          27,369
Additional paid-in capital                                           28,702,678
Accumulated deficit                                                 (13,590,944)
                                                                 --------------
     Total stockholders' equity                                      15,146,760

                                                                 $   62,765,856
                                                                 ==============

See accompanying notes to unaudited condensed consolidated financial statements


                                       4
<PAGE>

               National Investment Managers Inc. and Subsidiaries
                 Condensed Consolidated Statements of Operations
                           For The Three Months Ended,
                                    Unaudited

<TABLE>
<CAPTION>
                                                               March 31, 2007    March 31, 2006
                                                               --------------    --------------

<S>                                                            <C>               <C>
Revenues                                                       $    6,660,961    $    4,634,307
                                                               --------------    --------------

Operating expenses
    Selling, general and administrative expenses                    6,770,043         5,598,942
    Stock based compensation                                          170,655           453,376
    Depreciation and amortization                                   1,402,137           835,902
                                                               --------------    --------------

                                                                    8,342,835         6,888,220
                                                               --------------    --------------

Operating loss                                                     (1,681,874)       (2,253,913)
                                                               --------------    --------------

Other income (expense):
    Interest expense                                               (1,181,953)         (788,274)
    Change in fair value of derivative financial instruments         (495,905)               --
    Gain on disposal of subsidiary                                         --           166,568
    Interest, dividend and rental income                               44,191            10,957
                                                               --------------    --------------

                                                                   (1,633,667)         (610,749)
                                                               --------------    --------------

Loss before deferred income tax benefit                            (3,315,541)       (2,864,662)

Deferred income tax benefit                                           157,950                --
                                                               --------------    --------------

Net loss                                                           (3,157,591)       (2,864,662)

Preferred dividends                                                  (518,050)         (330,750)
                                                               --------------    --------------

Net loss available to common shareholders                      $   (3,675,641)   $   (3,195,412)
                                                               ==============    ==============

Basic and Diluted Loss per Common Share                        $        (0.12)   $        (0.15)
                                                               ==============    ==============

Weighted Average Number of Common Shares                           25,879,000        19,504,000
                                                               ==============    ==============
Outstanding
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements


                                       5
<PAGE>

               National Investment Managers Inc. and Subsidiaries
            Unaudited Condensed Consolidated Statements of Cash Flows
                           For The Three Months Ended,

<TABLE>
<CAPTION>
                                                         March 31,         March 31,
                                                           2007              2006
                                                      --------------    --------------
<S>                                                   <C>               <C>
Net cash provided by (used in) operating activities   $      965,530    $      (43,167)
                                                      --------------    --------------

Cash flows from investing activities:
Purchases of property and equipment                          (46,157)          (61,147)
Acquisition of Valley Forge                                                 (3,387,500)
Acquisition of ABR                                                             (10,000)
Acquisition of Benefit Dynamics                             (340,000)
Acquisition of Pentec and Pentec Capital Management       (1,864,925)
Acquisiton of Pension Alliance                            (3,380,000)
Proceeds from sale of MLK Group                                                900,000
Decrease in receivable from ABR trustee                                         26,408
                                                      --------------    --------------
Net cash used in investing activities                     (5,631,082)       (2,532,239)
                                                      --------------    --------------

Cash flows from financing activities:
Payments on long term debt and notes                         (20,573)       (1,192,943)
Proceeds from common and preferred stock
     sales and option exercises, net                       1,150,219             6,667
                                                      --------------    --------------
Net cash provided by (used in) financing activities        1,129,646        (1,186,276)
                                                      --------------    --------------

Decrease in cash                                          (3,535,906)       (3,761,682)

Cash, beginning of period                                  6,191,301         5,964,192
                                                      --------------    --------------
Cash, end of period                                   $    2,655,396    $    2,202,510
                                                      ==============    ==============

Supplemental disclosure of cash flow information:
Interest paid                                         $    1,935,044    $      313,844
                                                      ==============    ==============

Supplemental disclosures of noncash investing and
financing activities:

Accrued preferred dividends                           $      518,050    $      330,750
                                                      ==============    ==============

Non-cash component of proceeds from sale of
     MLK Group                                        $           --    $      290,000
                                                      ==============    ==============
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements

In conjunction with the Company's acquisitions, notes and
common stock were issued and liabilities were assumed as follows:

<TABLE>
<CAPTION>
                                   BDI           Pentec          TPA         Valley Forge
                                   2007           2007           2007            2006
                                -----------    -----------    -----------    -----------
<S>                             <C>            <C>            <C>            <C>
Fair value of assets acquired   $   756,000    $ 6,857,493    $ 6,622,000    $ 8,532,000
Cash paid                          (340,000)    (1,691,376)    (3,380,000)    (3,387,500)
Notes issued                       (200,000)    (1,450,000)      (675,000)            --
Common stock issued                      --       (250,000)      (675,000)    (3,444,500)
                                -----------    -----------    -----------    -----------
   Total liabilitites assumed   $   216,000    $ 3,466,117    $ 1,892,000    $ 1,700,000
</TABLE>


                                       6
<PAGE>

               National Investment Managers Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Note 1.  Unaudited Statements

The accompanying unaudited condensed consolidated financial statements included
herein have been prepared in accordance with generally accepted accounting
principles for interim period reporting in conjunction with the instructions to
Form 10-QSB. Accordingly, these statements do not include all of the information
required by generally accepted accounting principles for annual financial
statements. In the opinion of management, all known adjustments (consisting of
normal recurring accruals and reserves) necessary to present fairly the
financial position, results of operations and cash flows as of and for the
interim periods have been included. It is suggested that these interim condensed
consolidated financial statements be read in conjunction with the consolidated
financial statements and related notes included in National Investment Managers
Inc. Form 10-KSB for the year ended December 31, 2006.

The operating results for the three months ended March 31, 2007 are not
necessarily indicative of the results to be expected for the December 31, 2007
year end.

All significant intercompany transactions and balances have been eliminated in
consolidation.

Note 2.  Background

National Investment Managers Inc. ("NIVM" or the "Company") is in the principal
business of acquiring and managing operating entities that offer third party
administration primarily of retirement plans, financial and investment advisory
services and insurance products to small and medium sized businesses in the
United States and to high-net worth individuals. As of March 31, 2007, the
Company owned 18 operating units in 12 states.

At March 31, 2007, the Company had a working capital deficit of approximately
$11.1 million, of which approximately $6 million is unearned revenue which will
be recognized over the next twelve months. For the three months ended March 31,
2007, the Company had a net loss of approximately $3.2 million. In order to
pursue its strategy of purchasing small to medium-sized pension advisory,
investment management and insurance organizations, the company is actively
seeking strategic financing opportunities and is confident in its ability to
secure additional capital based on its history and strategic partnerships. To
the extent we are unsuccessful in securing additional financing, our ability to
execute our acquisition strategy will be hindered. However, the company's
management believes that its positive cash flows and organic growth associated
with the recurring revenue nature of the business will allow it to meet its debt
and interest obligations.

Note 3.   New Accounting Pronouncement

Effective January 1, 2007, the Company adopted the provisions of the Financial
Accounting Standards Board ("FASB") Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109" ("FIN
48"). There were no unrecognized tax benefits as of January 1, 2007 and as of
March 31, 2007. FIN 48 prescribes a recognition threshold and a measurement
attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to
be recognized, a tax position must be more-likely-than-not to be sustained upon
examination by taxing authorities. The Company recognizes accrued interest and
penalties related to unrecognized tax benefits as income tax expense. No amounts
were accrued for the payment of interest and penalties at January 1, 2007. There
was no change to this balance at March 31, 2007. Management is currently unaware
of any issues under review that could result in significant payments, accruals
or material deviations from its position. The adoption of the provisions of FIN
48 did not have a material impact on the Company's consolidated financial
position, results of operations and cash flows.


                                       7
<PAGE>

Note 4.    Notes Payable - Laurus Master Fund, Ltd.

Convertible Notes Payable

On March 9, 2005, we entered into a Securities Purchase Agreement with Laurus
Master Fund, Ltd. ("Laurus"), under which we issued and delivered to Laurus (i)
a secured convertible term note in the principal amount of $3,000,000 (the
"Note"), (ii) a Common Stock Purchase Warrant (the "Warrant"), entitling Laurus
to purchase up to 1,084,338 shares of our Common Stock at a per share exercise
price of $1.00, which exercise price was reduced to $.50 in connection with the
May 30, 2006 financing (see below), and (iii) an option ("Option") entitling
Laurus to purchase up to 643,700 shares of Common Stock at a per share purchase
price of $0.01. The issuance and sale of the Note, the Warrant and the Option
were made pursuant to the exemption from registration under Section 4(2) under
the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated
under the Act. Laurus has represented to the Company that Laurus is an
accredited investor under the Act and the rules promulgated thereunder. Laurus
has a lien on substantially all the assets of the Company.

At closing, $500,000 of Note proceeds were disbursed to the Company for working
capital purposes. The Company paid fees to Laurus of $134,000 out of these gross
proceeds and also paid $200,000 to settle outstanding liabilities of the
registrant in connection with the acquisition of Duncan Capital Financial Group,
Inc. We retained $166,000 of the proceeds for working capital purposes. The
remaining $2,500,000 of Note proceeds were deposited by us at a bank in a
restricted cash account under the control of Laurus ("Restricted Account"). The
remaining funds were released by Laurus to the Company on August 2, 2005 in
connection with an acquisition.

Laurus may, at any time, convert the outstanding indebtedness of the Note into
shares of Common Stock at a price of $0.83 per share ("Fixed Conversion Price"),
subject to adjustment for subsequent lower price issuances by the Company
(subject to certain exceptions), as well as customary adjustment provisions for
stock splits, combinations, dividends and the like. Subject to the restrictions
on conversion by Laurus described below, Laurus is required to convert the
monthly payment due on account of principal and interest, plus any other amounts
under the Note that are due and unpaid ("Monthly Amount"), into shares of Common
Stock if the following criteria ("Conversion Criteria") are met:(i) the average
closing price of the Common Stock for the five consecutive trading days
preceding such due date is greater than 120% of the Fixed Conversion Price, and
(ii) the amount of such conversion does not exceed 25% of the aggregate dollar
trading volume of the Common Stock for the 22-day trading period immediately
preceding the due date of the applicable Monthly Amount. If the Conversion
Criteria are not met, Laurus must convert only such part of the Monthly Amount
that meets the Conversion Criteria. Any part of the Monthly Amount due on a
Repayment Date that Laurus has not been able to convert into shares of Common
Stock due to failure to meet the Conversion Criteria must be paid by the Company
in cash within three business days of the applicable monthly payment date.

The Warrant grants Laurus the right to purchase up to 1,084,338 shares of Common
Stock at an exercise price of $.50 per share. The Warrant expires at the close
of business on March 9, 2012. The exercise price of the Warrant is subject to
adjustment for stock splits, combinations, dividends and the like.


                                       8
<PAGE>

The Option grants Laurus the right to purchase for cash up to 643,700 shares of
Common Stock at an exercise price of $0.01 per share on or after the 75th day
after Laurus delivers a notice to the Company stating that Laurus wishes to
exercise all or a portion of the underlying Common Stock. The Option expires at
the close of business on March 9, 2013. The exercise price of the Warrant is
subject to adjustment for stock splits, combinations, dividends and the like.

The Company may pay amounts due under the Note in shares of Common Stock only so
long as there is an effective registration statement under the Act covering the
resale of such shares or an exemption from such registration is available under
Rule 144 of the Act. In addition, Laurus is not entitled to receive shares of
Common Stock upon exercise of the Warrant or the Option, upon payment of
principal or interest on the Note, or upon conversion of the Note if such
receipt would cause Laurus to be deemed to beneficially own in excess of 4.99%
of the outstanding shares of Common Stock on the date of issuance of such
shares.

Under the terms of a Registration Rights Agreement between Laurus and the
Company, the Company is obligated to register the resale of the shares of Common
Stock issuable upon payment or conversion of the Note and exercise of the
Warrant and Option and have the registration statement declared effective by the
Securities and Exchange Commission on or prior to July 7, 2005, which date was
extended to August 15, 2006 and then again to September 15, 2006. If the
registration statement is not declared effective within the time frame
described, or if the registration is suspended other than as permitted in the
registration rights agreement, the Company will be obligated to pay Laurus a fee
equal to 1.5% of the outstanding principal amount of the Note for each 30-day
period (pro-rated for partial periods) that such registration obligations are
not satisfied. Laurus has subsequently agreed to waive this provision. The
Registration Rights Agreement was amended in connection with our entering into
the November 30, 2005 term loan described below.

Pursuant to Paragraph 14 of EITF No. 00-19, "Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company's Own Stock", the
Warrant and option issued in connection with the convertible notes payable meet
the requirements of and are accounted for as a liability since the option and
warrant contain registration rights where significant liquidated damages would
be required to be paid to the holder in the event the Company failed to receive
an effective registration. The embedded conversion option is also accounted for
as a liability since the convertible notes payable are not considered
"conventional convertible debt" under EITF 00-19 because of the anti-dilutive
conversion price reset provision. The initial value of the option, warrant and
embedded conversion option (collectively, "derivative financial instruments")
was treated as a discount to the convertible notes payable and recorded as a
liability. The Company calculated the initial value of the derivative financial
instruments on the closing date of the transaction as being $1,172,688 as
determined using a Black-Scholes option pricing model with the following
assumptions: expected term - 3-8 years, volatility - 25%, risk free rate - 4%,
and zero dividend yield. Using the Black-Scholes option-pricing method, the
value of the derivative financial instruments are reassessed at each balance
sheet date and marked to market as a derivative gain or loss until exercised or
expiration. Upon exercise or conversion of the derivative financial instruments,
the related liability is removed by recording an adjustment to additional
paid-in-capital. The derivative financial instruments have a value of $844,098
at March 31, 2007.


                                       9
<PAGE>

Secured Term Loan - November 30, 2005

On November 30, 2005, the Company entered into a Securities Purchase Agreement
for the sale of (i) $9,200,000 in a secured term note (the "Term Note") and (ii)
1,108,338 shares of the Company's common stock (the "November 2005 Shares"). The
closing of this financing occurred on November 30, 2005. The Term Note matures
on November 30, 2009. The term Note bears interest at an aggregate rate of 17.5%
per annum, which is payable in two tranches. The first tranche bears interest at
the rate of 10% and is payable on a monthly basis commencing December 1, 2005.
The second tranche bears interest at the rate of 7.5% and is payable on a
monthly basis commencing December 1, 2005, provided, however, the Company may
elect to add the second tranche to the principal of the Term Note. Commencing
June 1, 2006, which date was subsequently extended to April 1, 2007, the Company
is required to commence making monthly amortizing payments in the amount of
$219,047.62. The Company may prepay at anytime the Term Note together with the
secured convertible term note that the Company previously issued to Laurus in
March 2005.

In addition, the Company also entered into an Amended and Restated Registration
Rights Agreement (the "Amended Agreement") with Laurus pursuant to which it
agreed to file a registration statement registering the November 2005 Shares and
the shares of common stock issuable upon conversion or exercise of the secured
convertible term note (the "March 2005 Term Note"), stock option and common
stock purchase warrant issued to Laurus in March 2005. The Company must file
such registration statement within 15 days of filing its Form 10-KSB for the
year ended December 31, 2005 (which registration statement was filed in February
2006) and have the registration statement declared effective by August 15, 2006,
which date was extended to September 15, 2006. Since a registration statement
has not been declared effective, the Company as begun to accrue liquidated
damages equal to 1.5% of the March 2005 Term Note on a monthly basis. The
Amended Agreement extended the required filing and effective dates initially set
forth in the registration rights agreement entered between the Company and
Laurus in March 2005 that required the registration of the shares of common
stock issuable upon conversion or exercise of the March 2005 Term Note, stock
option and common stock purchase warrant issued to Laurus in March 2005.

The securities purchased by Laurus were offered and sold in a private placement
transaction made in reliance upon exemptions from registration pursuant to
Section 4(2) under the Securities Act of 1933 and Rule 506 promulgated
thereunder. Laurus is an accredited investor as defined in Rule 501 of
Regulation D promulgated under the Securities Act of 1933.

Of the $9,200,000 principal amount of the Term Note and November 2005 Shares,
the Company has allocated $554,217 as the estimated value of the November 2005
Shares issued with the Term Note. This amount is being amortized as additional
interest expense with a corresponding increase to notes payable over the life of
the Term Note using the effective interest method until the Term Note is repaid.
At March 31, 2007, $179,168 has been amortized and the remaining balance of
$375,049 at March 31, 2007 is reflected as a reduction of notes payable.

Secured Term Loan - May 30, 2006

On May 30, 2006, the Company entered into agreements with Laurus, pursuant to
which the Company sold debt and a warrant to purchase common stock of the
Company to Laurus in a private offering pursuant to exemption from registration
under Section 4(2) of the Securities Act of 1933, as amended. The securities
being sold to Laurus include the following:


                                       10
<PAGE>

      o     A secured term note with a principal amount of $7,000,000 (the "May
            2006 Secured Note"); and
      o     A common stock purchase warrant to purchase 700,000 shares of common
            stock of the Company, at a purchase price of $0.01 per share,
            exercisable until May 30, 2011 (the "May 2006 Warrant").

On June 12, 2006, the Company and Laurus entered into an agreement pursuant to
which the May 2006 Warrant was rescinded and a new common stock purchase warrant
(the "New Warrant") was issued to Laurus. The New Warrant, dated May 30, 2006,
is exercisable to purchase up to 700,000 shares of common stock of the Company,
at an exercise price of $0.1667 per share, exercisable until May 30, 2011.

The $6.6 million proceeds from the May 2006 Secured Term Note, net of deferred
financing costs, was placed into a restricted account with North Fork Bank. Such
funds will be held in the restricted account and only released to the Company
upon the Company (i) delivering audited financial statements for the most recent
ended fiscal year and unaudited financial statements for all months that have
elapsed since the end of such year for acquisition targets the Company intends
to acquire (the "Financials") and (ii) the consummation of an equity financing
in the amount of $3,500,000 by the Company (the "Equity Financing"). Upon
delivery of the Financials and definitive documentation relating to the Equity
Financing, Laurus shall authorize North Fork Bank to release an amount of funds
solely within its discretion.

The May 2006 Secured Note is secured by a lien on substantially all of the
Company's assets, the assets of the Company's subsidiaries and the cash held in
the restricted account at North Fork Bank. Each of the Company's subsidiaries
delivered to Laurus a guarantee of the Company's obligations to Laurus and the
Company pledged its ownership interests in its subsidiaries to Laurus in
connection with the March 2005 financing, which such guarantees and pledges also
cover the May 2006 Secured Note. In the event of a default, Laurus has the right
to accelerate payments under the May 2006 Secured Note and, in addition to any
other remedies available to it, to foreclose upon the assets securing the May
2006 Secured Note.

The May 2006 Secured Note matures on May 30, 2010 and bears interest at a rate
of up to 17.5% per annum, which is payable in two tranches. The first tranche
bears interest at the rate of 10% and is payable on a monthly basis commencing
July 1, 2006. Any amounts due under the first tranche shall be reduced by the
dollar amount of interest earned on funds on deposit with North Fork Bank. The
second tranche bears interest at the rate of 7.5% and is payable on a monthly
basis commencing on the date the funds are released to the Company from the
restricted account, provided, that the Company may elect to add the second
tranche to the principal of the May 2006 Secured Note. Commencing April 1, 2007,
the Company is required to commence making monthly amortizing payments equal to
1/60th of amounts outstanding under the May 2006 Secured Note that are not
contained in the restricted account. If the funds have not been released from
the restricted account by March 31, 2007, then the funds may be returned to
Laurus. The Company may prepay the May 2006 Secured Note at any time without
penalty.

Laurus has contractually agreed to restrict its ability to exercise its warrant
and receive shares of the Company's common stock such that the number of shares
of the Company common stock held by it after such exercise does not exceed 4.99%
of the Company's then issued and outstanding shares of common stock.

The Company is obligated to file a registration statement registering the resale
of shares of the Company's common stock issuable upon exercise of the Warrant.
If the registration statement is not filed within 60 days of closing, or
declared effective within 160 days of closing, or if the registration is
suspended other than as permitted, in the registration rights agreement between
the Company and Laurus, the Company is obligated to pay Laurus certain fees and
the obligations may be deemed to be in default.


                                       11
<PAGE>

The Company paid a cash fee to Laurus Capital Management LLC, the manager of the
Laurus Master Funds, Ltd., of $382,000. The Company also paid a cash fee of
$175,000 to Duncan Capital, a shareholder of the Company in connection with this
loan.

Of the $7,000,000 principal amount of the May 2006 Secured Note and the May 2006
Warrant, the Company has allocated $405,471 as the estimated value of the
November 2005 Shares issued with the Term Note. This amount is being amortized
as additional interest expense with a corresponding increase to notes payable
over the life of the Term Note using the effective interest method until the
Term Note is repaid.

Pursuant to Paragraph 14 of EITF No. 00-19, the May 2006 Warrant issued in
connection with the note payable meets the requirements of and are accounted for
as a liability since the May 2006 Warrant contains registration rights where
significant liquidated damages would be required to be paid to the holder in the
event the Company failed to receive an effective registration. The initial value
of the May 2006 Warrant was treated as a discount to the convertible notes
payable and recorded as a liability. The Company calculated the initial value of
the derivative financial instrument on the closing date of the transaction as
being $405,471 as determined using a Black-Scholes option pricing model with the
following assumptions: expected term - 5 years, volatility - 25%, risk free rate
- 4%, and zero dividend yield. Using the Black-Scholes option-pricing method,
the value of the derivative financial instruments are reassessed at each balance
sheet date and marked to market as a derivative gain or loss until exercised or
expiration. Upon exercise or conversion of the derivative financial instruments,
the related liability is removed by recording an adjustment to additional
paid-in-capital. The derivative financial instruments have a value of $381,430
at March 31, 2007.

Amendments to Previous Laurus Financings

March 2005 Loan

On March 9, 2005, the Company issued to Laurus (i) a secured convertible term
note in the principal amount of $3,000,000 (the "March 2005 Convertible Note"),
(ii) warrants entitling Laurus to purchase up to 1,084,338 shares of our common
stock at a per share exercise price of $1.00 (the "March 2005 Warrant")and (iii)
an option to purchase up to 643,700 shares of our common stock at a per share
purchase price of $0.01.

Amortizing payments of the outstanding principal amount of the March 2005
Convertible Note contained in the restricted account, referred to as the
"Amortizing Principal Amount", began on July 1, 2005, in monthly installments of
$14,706, which was increased to $100,913 following the release of funds from the
restricted account, on the first day of each succeeding calendar month until
paid, together with accrued and unpaid interest (whether by the payment of cash
or by the conversion of such principal into common stock). In connection with
the May 2006 financing, Laurus and the Company agreed that the Company will not
be required to make its Amortizing Principal Amount payments commencing on June
1, 2006 through March 31, 2007. Such payments shall resume on April 1, 2007. In
addition, the exercise price of the March 2005 Warrant was reduced from $1.00 to
$0.50.


                                       12
<PAGE>

November 2005 Loan

On November 30, 2005, we issued to Laurus (i) a $9,200,000 in a secured term
note (the "November 2005 Term Note") and (ii) 1,108,434 shares of our common
stock. Commencing June 1, 2006, the Company was required to commence making
monthly amortizing payments in the amount of $219,048. In connection with the
May 2006 financing, Laurus and the Company agreed that the Company will not be
required to make its monthly amortizing payments commencing on June 1, 2006
through March 31, 2007. Such payments shall resume on April 1, 2007.

August 10, 2006 Amendment

On August 10, 2006, the Company entered into an Amendment Agreement with Laurus
pursuant to which Laurus agreed to remove its contractual ability to waive its
ownership limitation of 4.99% of the Company's issued and outstanding shares of
common stock as provided under the March 2005 Note, the March 2005 Warrant and
the March 2005 Option and the May 2006 Warrant. Further, the effectiveness date
as set forth in the Amended and Restated Registration Rights Agreement entered
with Laurus pursuant to which it agreed to file a registration statement
registering the November 2005 Shares and the shares of common stock issuable
upon conversion or exercise of the March 2005 Term Note, March 2005 Option and
the March 2005 Warrant was extended to September 15, 2006. As of the date
hereof, a registration statement has not been declared effective.

May 2, 2007 Amendment

On May 2, 2007, the Company and Laurus entered into the Second Omnibus Amendment
and Waiver (the "Omnibus Agreement") to amend certain terms of the secured
convertible term note issued in March 2005 (the "March Note"), the secured term
note issued in November 2005 (the "November Note") and the secured term note
issued in May 2006 (the "May Note"). Pursuant to the Omnibus Agreement, Laurus
and the Company agreed that the Company shall make the April 2007 payment for
the March note, the November note, and the May note, but shall not be required
to pay the principal portion of any monthly principal amount due in May, June
and July 2007 under the March Note, the November Note and the May Note. As
consideration for the extensions to the respective term notes, the Company made
a cash payment to Laurus on May 2, 2007 in the amount of $130,988.

Note 5.  Stockholders' equity

During the three months ended March 31, 2007, stockholders' equity was primarily
increased as a result of:

      o     stock-based compensation in the amount of approximately $170,000;
      o     issuance of 1,491,935 shares of common stock valued at $0.62 in
            connection with the Pentec, PCM and TPA acquisitions;
      o     a private placement of 12,600 shares of Series E Convertible
            Preferred securities at $100 per share (with each share convertible
            into 200 shares of common stock) generating net proceeds of
            $1,150,219;

During the three months ended March 31, 2007, stockholders' equity was decreased
as a result of preferred dividends of approximately $518,000 and the net loss.
Other stockholders' equity activity during the three months ended March 31, 2007
included the conversion of 500,000 shares of Series A Convertible Preferred
securities to 500,000 shares of common stock.


                                       13
<PAGE>

Note 6.    Stock-Based Compensation

The Company complies with the fair value recognition provisions of Statement of
Financial Accounting Standards ("SFAS") No. 123 (2004 Revised), "Share Based
Payment". SFAS No. 123(R) requires that compensation cost for all stock awards
be calculated and recognized over the service period (generally equal to the
vesting period). This compensation cost is determined using option pricing
models intended to estimate the fair value of the awards at the grant date. An
offsetting increase to stockholders' equity is recorded equal to the amount of
the compensation expense charge. The fair value of issued stock options and
warrants are estimated on the date of grant using the Black-Scholes
option-pricing model including the following assumptions: expected volatility of
25.0%, expected dividend yield rate of 0%, expected life over the term,
generally, 5 or 10 years, and a risk-free interest rate of 4.2%.

There was no cash flow effect resulting from these arrangements.

Note 7.    Net Income (Loss) Per Common Share

The Company complies with the accounting and reporting requirements of SFAS No.
128, "Earnings Per Share". Basic net income (loss) per common share includes no
dilution and is computed by dividing net loss by the weighted average number of
shares of common stock outstanding for the period. Diluted net income per common
share reflects, in the periods in which they have a dilutive effect, the
dilution which would occur upon the exercise of stock options and warrants, and
the conversion of convertible preferred stock and notes.

Unexercised stock options and warrants to purchase common stock, and Preferred
Stock and Notes convertible into common stock as of March 31, 2007 and 2006, are
as follows:

                                                  March 31,           March 31,
                                                    2007                2006
                                                  ----------          ----------
Options and warrants                              14,763,848           9,738,126
Preferred Stock                                   34,710,008          21,450,008
Convertible notes                                  3,885,088           3,533,940
                                                  ----------          ----------
                                                  53,358,944          34,722,074
                                                  ==========          ==========

The foregoing common stock equivalents were excluded from the calculation of
diluted net loss per common share for the three months ended March 31, 2007 and
2006 since their inclusion would be anti-dilutive.


                                       14
<PAGE>

Note 8.  Acquisition of Benefit Dynamics, Inc.

On January 2, 2007, NIVM entered into and closed a Stock Purchase Agreement (the
"BDI Agreement") with Jo Ann Massanova and Carmen LaVerghetta ("Sellers") and
Benefit Dynamics, Inc. ("BDI"). Pursuant to the BDI Agreement, the Company
acquired and, the Sellers sold, 100% of the outstanding securities in BDI. In
consideration for 100% of the outstanding securities in BDI, the Company paid
the Sellers $300,000 in cash, issued the Sellers promissory notes for an
aggregate of $200,000 with the first promissory notes in the amount of $100,000
payable March 2, 2008 and the second promissory notes in the amount of $100,000
payable March 2, 2009 The total consideration paid was $500,000.

The Company's strategy in purchasing BDI was to acquire a pension advisory
organization with recurring revenue streams, and consolidate this business to
take advantage of economies of scale, efficiencies, and cross-selling
opportunities. BDI had demonstrated stable revenue growth and cash flow with low
client attrition rates. The Company plans to enhance revenues in BDI through
cross-selling within a more diversified service and product base, the
introduction of higher-margin, non-traditional investment management services
and products and higher client retention through improved service.

As part of the consideration received for the sale of BDI to us, Jo Ann
Massanova and Carmen LaVerghetta were awarded two year employment agreements,
and agreed to be bound by non-compete and non-solicit agreements.

The acquisition of BDI is accounted for under the purchase method of accounting
in accordance with SFAS No. 141, "Business Combinations." Under the purchase
method, assets acquired and liabilities assumed are recorded at their estimated
fair values. Goodwill is recorded to the extent the purchase price, including
certain acquisition and closing costs, exceeds the fair value of the net
identifiable tangible and intangible assets acquired at the date of the
acquisition.

The total purchase price for the acquisition of BDI of $540,000 (including
$40,000 of acquisition costs) is being allocated as follows:

Customer lists/relationships                                        $    540,000
Goodwill                                                                 216,000
                                                                    ------------
                                                                         756,000

Liabilities assumed:
              Deferred tax liability                                     216,000
                                                                    ------------

Net purchase price                                                  $    540,000
                                                                    ============

The identifiable intangible assets listed above will be amortized for book
purposes over the estimated useful lives of the assets. The amortization of the
identifiable intangible assets and goodwill are not deductible for tax purposes.
Additional consideration or adjustments will be recorded in the consolidated
financial statements as goodwill.


                                       15
<PAGE>

In connection with the BDI acquisition, the Company became obligated to make
annual payments of $165,000 under a two-year employment agreement with Jo Ann
Massanova and to make annual payments of $90,000 under a two-year employment
agreement with Carmen LaVerghetta.

Note 9.  Acquisition of Pentec, Inc. and Pentec Capital Management, Inc.

On February 28, 2007, NIVM entered into and closed a Stock Purchase Agreement
(the "Pentec Agreement") with Michael E. Callahan ("Callahan"), Pentec , Inc.
("Pentec ") and Pentec Capital Management, Inc. ("PCM"). Pursuant to the
Agreement, the Company acquired and, Callahan sold, 100% of the outstanding
securities in Pentec and PCM. In consideration for 100% of the outstanding
securities in Pentec and PCM, the Company paid Callahan $1,517,000 in cash,
issued Callahan promissory notes for an aggregate of $1,450,000 with payments to
be made in accordance with the following schedule: (i) $300,000 payable on
November 1, 2007, (ii) $300,000 payable on May 1, 2008, (iii) $250,000 payable
on November 1, 2008, (iv) $300,000 payable on May 1, 2009 and (v) $300,000
payable on November 1, 2009, and issued Callahan an aggregate of 403,225 shares
of common stock of the Company valued at $0.62 per share for a total value of
$250,000. The total consideration paid was $3,217,000.

The Company's strategy in purchasing Pentec and PCM was to acquire pension and
investment advisory organizations with recurring revenue streams, and
consolidate these businesses to take advantage of economies of scale,
efficiencies, and cross-selling opportunities. Pentec and PCM had demonstrated
stable revenue growth and cash flow with low client attrition rates. The Company
plans to enhance revenues in Pentec and PCM through cross-selling within a more
diversified service and product base, the introduction of higher-margin,
non-traditional investment management services and products and higher client
retention through improved service.

As part of the consideration received for the sale of Pentec and PCM to us,
Michael E. Callahan was awarded a two year employment agreement, and agreed to
be bound by non-compete and non-solicit agreements.

The acquisition of Pentec and PCM is accounted for under the purchase method of
accounting in accordance with SFAS No. 141, "Business Combinations." Under the
purchase method, assets acquired and liabilities assumed are recorded at their
estimated fair values. Goodwill is recorded to the extent the purchase price,
including certain acquisition and closing costs, exceeds the fair value of the
net identifiable tangible and intangible assets acquired at the date of the
acquisition.

The total purchase price for the acquisition of Pentec and PCM of $3,391,376
(including $174,376 of acquisition costs) is being allocated as follows:

Assets acquired:

Property and equipment                                                $  289,364
Customer lists/relationships                                           2,351,000
Covenant not to compete                                                1,731,000
Trade name                                                               187,000
Employment agreements                                                    287,000
Goodwill                                                               2,012,129
                                                                      ----------
                                                                       6,857,493

Liabilities assumed:
             Unearned revenue                                          1,184,854
             Deferred tax liability                                    1,834,492
             Other liabilities assumed                                   446,771
                                                                      ----------
                                                                       3,466,117

Net purchase price                                                    $3,391,376
                                                                      ==========


                                       16
<PAGE>

The identifiable intangible assets listed above will be amortized for book
purposes over the estimated useful lives of the assets. The amortization of the
identifiable intangible assets and goodwill are not deductible for tax purposes.
Additional consideration or adjustments will be recorded in the consolidated
financial statements as goodwill.

In connection with the Pentec and PCM acquisition, the Company became obligated
to make annual payments of $100,000 under a two-year employment agreement with
Michael E. Callahan.

Note 10.          Acquisition of The Pension Alliance, Inc.

On February 28, 2007, NIVM entered into and closed a Stock Purchase Agreement
(the TPA "Agreement") with Renee J. Conner and William Renninger ("TPA Sellers")
and The Pension Alliance, Inc. ("TPA"). Pursuant to the TPA Agreement, the
Company acquired and, the TPA Sellers sold, 100% of the outstanding securities
in TPA. In consideration for 100% of the outstanding securities in TPA, the
Company paid the TPA Sellers $3,250,000 in cash, issued the TPA Sellers
convertible promissory notes for an aggregate of $675,000 with the first
convertible promissory note in the amount of $337,500 payable April 28, 2008 and
the second convertible promissory note in the amount of $337,500 payable April
28, 2009, and issued the TPA Sellers an aggregate of 1,088,710 shares of common
stock of the Company valued at $675,000. The convertible promissory notes are
convertible into shares of common stock of the Company at a conversion price of
$0.62 per share. In the event that certain EBITDA targets are not achieved by
TPA during the 24 months following the closing date, then the convertible
promissory notes and shares of common stock will be reduced by the amount of
such shortfall; provided, however, in the event that Renee J. Conner is
terminated without cause, then the convertible promissory notes and purchase
price shares may not be reduced. Further, in the event that certain EBITDA
targets are achieved, then the Company is obligated to pay to the Sellers an
additional purchase price in the form of cash, convertible promissory notes and
shares of common stock not to exceed an overall value of $750,000. The total
consideration paid was $4,600,000.

The Company's strategy in purchasing TPA was to acquire a pension advisory
organization with recurring revenue streams, and consolidate this business to
take advantage of economies of scale, efficiencies, and cross-selling
opportunities. TPA had demonstrated stable revenue growth and cash flow with low
client attrition rates. The Company plans to enhance revenues in TPA through
cross-selling within a more diversified service and product base, the
introduction of higher-margin, non-traditional investment management services
and products and higher client retention through improved service.


                                       17
<PAGE>

As part of the consideration received for the sale of TPA to us, Renee J. Conner
was awarded a two year employment agreement, and agreed to be bound by
non-compete and non-solicit agreements.

The acquisition of TPA is accounted for under the purchase method of accounting
in accordance with SFAS No. 141, "Business Combinations." Under the purchase
method, assets acquired and liabilities assumed are recorded at their estimated
fair values. Goodwill is recorded to the extent the purchase price, including
certain acquisition and closing costs, exceeds the fair value of the net
identifiable tangible and intangible assets acquired at the date of the
acquisition.

The total purchase price for the acquisition of TPA of $4,730,000 (including
$130,000 of acquisition costs) is being allocated as follows:


Assets acquired:
Customer lists/relationships                                 $2,470,000
Covenant not to compete                                       1,713,000
Trade name                                                      291,000
Employment agreements                                           256,000
Goodwill                                                      1,892,000
                                                             ----------
                                                              6,622,000

Liabilities assumed:
        Deferred tax liability                                1,892,000
                                                             ----------

Net purchase price                                           $4,730,000
                                                             ----------

The identifiable intangible assets listed above will be amortized for book
purposes over the estimated useful lives of the assets. The amortization of the
identifiable intangible assets and goodwill are not deductible for tax purposes.
Additional consideration or adjustments will be recorded in the consolidated
financial statements as goodwill.

In connection with the TPA acquisition, the Company became obligated to make
annual payments of $75,000 and $175,000 under a two-year employment agreement
with Renee J. Conner. The Company also issued an option to purchase 100,000
shares of common stock at an exercise price of $0.62 per share to Renee J.
Conner.


                                       18
<PAGE>

Note 11. Unaudited Proforma Financial Information - Three months Ended March 31,
2007 and 2006

The results of operations of the Company's various acquisitions have been
included in the accompanying unaudited condensed consolidated statements of
operations since the respective acquisition dates.

The following unaudited proforma information gives effect to the BDI, Pentec,
PCM, TPA, Lamco, and NAPS acquisitions as if the acquisitions all took place on
January 1, 2006. The proforma information does not necessarily reflect the
results of operations that would have occurred had the entities been a single
company during the periods presented.

                                                    March 31,        March 31,
                                                      2007             2006
                                                   -----------      -----------

Revenues                                           $ 7,733,108      $ 7,136,407

Loss available to common shareholders              $(2,853,361)     $(2,159,162)

Basic and diluted loss
   per common share                                $     (0.10)     $     (0.09)



                                       19
<PAGE>

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Three Month Period Ended March 31, 2007 Compared to March 31, 2006 (Unaudited)


<TABLE>
<CAPTION>

                                           March 31,        % of             March 31,      % of         $ Change        % Change
                                              2007        Revenues             2006       Revenues      2007 to 2006   2007 to 2006

Revenues                                   $  6,660,961          100.0%     $  4,634,307     100.0%     $  2,026,654        43.7%
                                           ------------  --------------     ------------  ---------     ------------   ----------
<S>                                           <C>                <C>           <C>           <C>           <C>              <C>
Operating expenses
  Selling, general and administrative
     expenses                                 6,770,043          101.6%        5,598,942     120.8%        1,171,101        20.9%
  Stock based compensation                      170,655            2.6%          453,376       9.8%         (282,721)      -62.4%
  Depreciation and amortization               1,402,137           21.1%          835,902      18.0%          566,235        67.7%
                                           ------------  --------------     ------------  ---------     ------------   ----------

                                              8,342,835          125.2%        6,888,220     148.6%        1,454,615        21.1%
                                           ------------  --------------     ------------  ---------     ------------   ----------

Operating loss                               (1,681,874)         -25.2%       (2,253,913)    -48.6%          572,039       -25.4%
                                           ------------  --------------     ------------  ---------     ------------   ----------

Other income (expense):
  Interest expense                           (1,181,953)         -17.7%         (788,274)    -17.0%         (393,679)       49.9%
  Change in fair value of derivative
     financial instruments                     (495,905)          -7.4%               --       0.0%         (495,905)         --
  Gain on disposal of subsidiary                                                 166,568       3.6%
  Interest, dividend and rental income           44,191            0.7%           10,957       0.2%           33,234       303.3%
                                           ------------  --------------     ------------  ---------     ------------   ----------

                                             (1,633,667)         -24.5%         (610,749)    -13.2%       (1,022,918)      167.5%
                                           ------------  --------------     ------------  ---------     ------------   ----------

Loss before deferred income tax benefit      (3,315,541)         -49.8%       (2,864,662)    -61.8%         (450,879)       15.7%

Deferred income tax benefit                     157,950            2.4%               --       0.0%          157,950           --
                                           ------------  --------------     ------------  ---------     ------------   ----------

Net loss                                     (3,157,591)         -47.4%       (2,864,662)    -61.8%     $   (292,929)       10.2%
                                                         ==============                   =========     ============   ==========

Preferred dividends                            (518,050)       (330,750)
                                           ------------  --------------

Net loss available to common shareholders  $ (3,675,641) $   (3,195,412)
                                           ============  ==============

Basic and Diluted Loss per Common Share    $      (0.12) $        (0.15)
                                           ============  ==============

Weighted Average Number of Common Shares     25,879,000      19,504,000
Outstanding                                 ============  ==============


</TABLE>

Revenues for the three months ended March 31, 2007 increased $2,026,654 to
$6,660,961 compared to the three months ended March 31, 2006 as shown on the
table above. The increase in revenue and corresponding increases in operating
expenses was due to business generated and costs incurred by firms that were
acquired during the last nine months of 2006, as well as firms acquired during
the first quarter of 2007, which are being consolidated for the first time.

Operating expenses increased $1,454,615 to $8,342,835 from the prior year's
comparable period. As a percentage of sales, operating expenses decreased to
125.2% in the 2007 period as compared to 148.6% in the same period last year.

                                       20
<PAGE>

Selling, general and administrative expenses increased $1,171,101 to $6,770,043
from the prior year's comparable period. As a percentage of sales, selling,
general and administrative expenses decreased to 101.6% in the period as
compared to 120.8% in the same period last year.

Depreciation and amortization increased $566,235 to $1,402,137 from the prior
year's comparable period primarily due to amortization of intangible assets
acquired in connection with acquisitions. As a percentage of sales, depreciation
and amortization increased to 21.1% in the 2007 period as compared to 18.0% in
the same period last year.

Stock based compensation decreased $282,721 to $170,655 from the prior year's
comparable period due primarily to less issuances of options to executives and
employees. As a percentage of sales, stock based compensation decreased to 2.6%
in the period as compared to 9.8% in the same period last year.

Other income (expense)

Net other income (expense) increased to ($1,633,667) for the three months ended
March 31, 2007 from ($610,749) for the three months ended March 31, 2006. The
change was mainly due to an increase in interest expense of ($393,769) and a
change in fair value of derivative financial instruments of ($495,905),
partially offset by interest income of $37,187 and rental income of $7,004.

Liquidity and Capital Resources

Our cash, working capital (deficit) and stockholders' equity position is
disclosed below:

                           March 31, 2007
                             (Unaudited)              December 31, 2006
                          ------------------         ------------------
Unrestricted Cash            $ 2,655,396                   $6,191,301
Working Capital (deficit)   ($11,078,708)                 ($2,566,799)
Stockholders' Equity         $15,146,760                  $16,534,526

The Company had unrestricted cash as of March 31, 2007 of $2,655,396, a decrease
of $3,535,906 from December 31, 2006.


                                       21
<PAGE>

The decrease in cash was due to:

Net cash provided by (used in) operating activities            $   965,530

Cash flows from investing activities:
         Purchases of property and equipment                       (46,157)
         Acquisition of Benefit Dynamics                          (340,000)
         Acquisition of Pentec and Pentec Capital Management    (1,864,925)
         Acquisiton of Pension Alliance                         (3,380,000)
                                                               -----------

Net cash used in investing activities                           (5,631,082)
                                                               -----------

Cash flows from financing activities:
         Payments on long term debt and notes                      (20,573)
         Proceeds from common and preferred stock sales, net     1,150,219
                                                               -----------

Net cash provided by (used in) financing activities              1,129,646
                                                               -----------

Decrease in cash                                               $(3,535,906)
                                                               ===========

Net cash provided by operating activities of $965,530 was primarily due to
non-cash items of approximately $2,295,000, unearned revenues of approximately
$2,020,000, and accrued expenses and liabilities of approximately $197,000,
offset by a net loss of $3,157,591, decreases in receivables and prepaid
expenses of approximately $227,000, and decreases in accounts payable of
approximately $161,000.

The non-cash items were primarily composed of:
   o  Depreciation and amortization of approximately $1,402,000;
   o  Noncash interest of $400,570;
   o  Stock based compensation of $170,655;
   o  Stock issued for services of $42,002;
   o  Change in the fair value of derivative securities of $495,905.

The above non-cash items were offset by a change in deferred income tax benefit
of $216,759.

Net cash of $5,631,082 used in investing activities was primarily due to
approximately $5.6 million of funds expended in the acquisitions and the
purchase of fixed assets.

Net cash of $1,129,646 provided by financing activities was primarily due to the
receipt of approximately $1.15 million of net proceeds from our Series E
Preferred Stock Offering.

In order to pursue our strategy of purchasing small to medium-sized pension
advisory, investment management and insurance organizations, we will need to
seek additional equity or debt financing in the near future.

                                       22
<PAGE>

Future Contractual Obligations

The following table shows the Company's present and future contractual
obligations as of March 31, 2007:

<TABLE>
<CAPTION>
                                                          Payments due by period
                                       -----------------------------------------------------------
                                                       Less than
                                          Total          1 year         1-3 years       3-5 years
                                       -----------     -----------     -----------     -----------
<S>                                    <C>             <C>             <C>             <C>
Operating Lease Obligations            $ 3,717,286     $ 1,174,664     $ 2,148,018     $   394,603

Employment Contracts                   $   865,000     $   865,000     $        --     $        --

LongTerm Debt                          $23,182,376     $ 7,315,329     $10,853,883     $ 5,013,164
                                       -----------     -----------     -----------     -----------

Total Contractual Cash Obligations     $27,764,661     $ 9,354,994     $13,001,901     $ 5,407,767
                                       ===========     ===========     ===========     ===========
</TABLE>


Critical Accounting Policies and Estimates

We believe the following critical accounting policies affect the significant
judgments and estimates used in the preparation of our financial statements:

Revenue Recognition
Management's Estimates
Goodwill / Intangible Assets
Share-based Payments

Revenue Recognition

We generate revenue primarily from the following three sources:
---------------------------------------------------------------
   o  Third party administration;
   o  Financial planning and investment advisory fees and securities
      commissions;
   o  Insurance commissions.

We recognize revenue from these sources, as follows:

Third party administration:
---------------------------
   o  Persuasive evidence of an arrangement between us and our client exists;
   o  Delivery of the product to the customer has occurred or service has been
      provided to the customer;
   o  The price to the customer is fixed and determinable;
   o  Collectability of the sales price is reasonably assured.


                                       23
<PAGE>

Financial planning and investment advisory fees and securities:
---------------------------------------------------------------
   o  As services are rendered;
   o  Contingent commissions are recorded as revenue when received.


Insurance:
----------
   o  The policy application is substantially complete;
   o  The premium is paid;
   o  The insured party is contractually committed to the purchase of the
      insurance policy.

Management's Estimates

The discussion and analysis of our financial condition and results of operations
are based upon our condensed consolidated financial statements which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires management
to make estimates and judgments that affect the reported amounts of assets,
liabilities and related disclosure of contingent assets and liabilities at the
date of the condensed consolidated financial statements and the reported amounts
for revenues and expenses during the reporting period. On an ongoing basis,
management evaluates estimates, including those related to allowances for
doubtful accounts, as described above, income taxes, bad debts, and
contingencies. We base our estimates on historical data, when available,
experience, and on various other assumptions that are believed to be reasonable
under the circumstances, the combined results of which form the basis for making
judgments approximately the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates.

Inflation

While inflation has not had a material effect on our operations in the past,
there can be no assurance that we will be able to continue to offset the effects
of inflation on the costs of our services through price increases to our clients
without experiencing a reduction in the demand for our services; or that
inflation will not have an overall effect on the retirement market that would
have a material affect on us.

Special Note Regarding Forward Looking Statements

This Quarterly Report contains forward-looking statements as that term is
defined in the federal securities laws. The events described in forward-looking
statements contained in this Quarterly Report may not occur. Generally these
statements relate to business plans or strategies, projected or anticipated
benefits or other consequences of our plans or strategies, projected or
anticipated benefits from acquisitions to be made by us, or projections
involving anticipated revenues, earnings or other aspects of our operating
results. The words "may," "will," "expect," "believe," "anticipate," "project,"
"plan," "intend," "estimate," and "continue," and their opposites and similar
expressions are intended to identify forward-looking statements. We caution you
that these statements are not guarantees of future performance or events and are
subject to a number of uncertainties, risks and other influences (including, but
not limited to, those set forth in our Form 10-K), many of which are beyond our
control, that may influence the accuracy of the statements and the projections
upon which the statements are based. Any one or more of these uncertainties,
risks and other influences could materially affect our results of operations and
whether forward looking statements made by us ultimately prove to be accurate.
Our actual results, performance and achievements could differ materially from
those expressed or implied in these forward-looking statements. We undertake no
obligation to publicly update or revise any forward-looking statements, whether
from new information, future events or otherwise.

                                       24
<PAGE>

New Accounting Pronouncements

Effective January 1, 2007, the Company adopted the provisions of the Financial
Accounting Standards Board ("FASB") Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109" ("FIN
48"). There were no unrecognized tax benefits as of January 1, 2007 and as of
March 31, 2007. FIN 48 prescribes a recognition threshold and a measurement
attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to
be recognized, a tax position must be more-likely-than-not to be sustained upon
examination by taxing authorities. The Company recognizes accrued interest and
penalties related to unrecognized tax benefits as income tax expense. No amounts
were accrued for the payment of interest and penalties at January 1, 2007. There
was no change to this balance at March 31, 2007. Management is currently unaware
of any issues under review that could result in significant payments, accruals
or material deviations from its position. The adoption of the provisions of FIN
48 did not have a material impact on the Company's financial position, results
of operations and cash flows.

Item 3. Quantitative and Qualitative Disclosures about Market Risks
-------------------------------------------------------------------

General economic and market factors, such as changes in interest rates or
declines or significant volatility in the securities markets, will affect our
commission and fee income. These factors can affect the volume of new investment
sales and the extent to which clients keep their investments and maintain funds
in accounts we manage. Equity returns and interest rates can have a significant
effect on the sale of many employee benefit programs whether they are financed
by life insurance or other financial instruments. For example, if interest rates
increase, competing products offering higher returns could become more
attractive to potential purchasers than the programs and policies we market and
distribute. Further, a decrease in stock prices can have a significant effect on
the sale of financial services products that are linked to the stock market,
such as variable life insurance, variable annuities, mutual funds and managed
accounts. In addition, a portion of our earnings will be derived from fees,
typically based on a percentage of assets under management, for offering
financial advice and related services to clients, and a decrease in stock prices
would reduces fees that are based on a percentage of assets under management.
Further, we will earn recurring commission revenue on certain products over a
period after the initial sale, provided the customer retains the product. These
factors may lead customers to surrender or terminate their products, ending
these recurring revenues. A portion of our earnings will be derived from
commissions and override payments from manufacturers of financial services
products that are based on the volume and profitability of business generated by
us. If investors were to seek alternatives to our investment advice and services
or to our insurance products and services, it could have a negative impact on
our revenue. We cannot guarantee that we will be able to compete with
alternative products if these market forces make our products and services
unattractive to clients. Finally, adverse general economic conditions may cause
potential customers to defer or forgo the purchase of products that we sell, for
example to invest more defensively or to surrender products to increase personal
cash flow.

                                       25
<PAGE>

Item 4. Controls and Procedures
-------------------------------

As of the end of the period covered by this report, our Chief Executive Officer
and Chief Financial Officer conducted an evaluation of the effectiveness of our
disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule
15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")). Based upon this evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act are recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms.

In addition, no change in our internal control over financial reporting occurred
during the fiscal quarter ended March 31, 2007 that has materially affected, or
is reasonably likely to materially affect, our internal control over financial
reporting.


PART II.  OTHER INFORMATION
----------------------------

Item 1.     Legal Proceedings

From time to time, the Company may become a party to litigation or other legal
proceedings that it considers to be a part of the ordinary course of its
business. The Company is not involved currently in legal proceedings that could
reasonably be expected to have a material adverse effect on its business,
prospects, financial condition or results of operations. The Company may become
involved in material legal proceedings in the future.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities -

January 2, 2007

In connection with the acquisition of 100% of the outstanding securities of BDI,
the Company issued a Stock Option Agreement with Jo Ann Massanova pursuant to
which the Company granted Ms. Massanova the option to purchase 100,000 shares of
common stock at $0.50 per share.

January 31, 2007

As previously reported on our Form 8-K dated February 2, 2007, on January 31,
2007, accredited investors purchased an aggregate of 7,600 shares of Series E
Preferred Stock at $100.00 per share for an aggregate purchase price of $760,000
from the Company. For each share of Series E Preferred Stock purchased, each
investor will receive a common stock purchase warrant to purchase 100 shares of
common stock of the Company (the "Warrants"). The Warrants shall be exercisable
for a period of seven years at an exercise price of $0.50 per share. The funds
raised will be utilized by the Company for working capital and acquisitions.

                                       26
<PAGE>

Each share of Series E Preferred Stock is convertible, at any time at the option
of the holder, into 200 shares of common stock of the Company ("Common Stock").
Holders of the Series E Preferred Stock are entitled to receive, when declared
by the Company's board of directors, annual dividends of $12.00 per share of
Series E Preferred Stock paid quarterly. Such dividends may be paid, at the
election of the Company, either (i) in cash, (ii) in registered common stock of
the Company or (iii) in restricted shares of common stock of the Company with
piggyback registration rights. In the event that the Company elects to issue
registered shares of common stock in connection with the dividend on the Series
E Preferred Stock, such dividend shares shall be determined by dividing the
dividend amount by 95% of the average closing sale price of the common stock for
the 20 trading days immediately preceding the record date for payment of such
dividend (the "Average Closing Price"). In the event that the Company elects to
issue restricted shares of common stock in connection with the dividend on the
Series E Preferred Stock, such dividend shares shall be determined by dividing
the dividend amount by 80% of the Average Closing Price. If the Company and the
investors are unable to determine the Average Closing Price, then such dividend
shall be determined by dividing the dividend amount by the average of the three
highest closing bid prices during the 20 trading days immediately preceding the
record date for payment of such dividend.

The Company has agreed to file a registration statement registering the shares
of common stock issuable upon conversion or exercise of the shares of Preferred
Stock, Warrants and upon declaration of the dividend. Further, the Company is
required to use its best efforts to have such registration statement declared
effective within 180 days of the first closing.

In addition to any voting rights provided by law, holders of the Series E
Preferred Stock will have the right to vote together with holders of Common
Stock and the Series A, Series B, Series C and Series D Preferred Stock as a
single class on all matters upon which stockholders are entitled to vote,
including election of the members of the Company's Board of Directors. Each
share of Series E Preferred Stock will have the number of votes corresponding to
the number of shares of Common Stock into which the Series E Preferred Stock may
be converted on the record date for determining stockholders entitled to vote.

In the event of any liquidation or winding up of the Company, the holders of
Series E Preferred Stock will be entitled to receive, in preference to holders
of Common Stock but subject to preferential liquidation rights of Series A,
Series B, Series C and Series D Convertible Preferred Stock and any amount of
secured convertible debt, an amount equal to two times the original purchase
price per share, plus any previously declared and unpaid dividends.

The shares of Series E Preferred Stock were offered and sold to the investors in
a private placement transaction made in reliance upon exemptions from
registration pursuant to Section 4(2) under the Securities Act of 1933 and Rule
506 promulgated thereunder. Each of the Investors are accredited investors as
defined in Rule 501 of Regulation D promulgated under the Securities Act of
1933.

February 1, 2007

On February 1, 2007, the Company entered an employment agreement with John Davis
pursuant to which he issued 400,000 shares of stock of the Company of which
100,000 are issuable upon signing the employment agreement, 200,000 shares are
issuable upon the Company achieving the certain EBITDA benchmarks and 100,000
shares are issuable upon the Company achieving certain management objective.

                                       27
<PAGE>

February 27, 2007

As previously reported on our Form 8-K dated February 28, 2007, on February 27,
2007, the Chairman of the Board of the Company, an accredited investor,
purchased 5,000 shares of Series E Preferred Stock at $100.00 per share for an
aggregate purchase price of $500,000 from the Company. For each share of Series
E Preferred Stock purchased, each investor will receive a common stock purchase
warrant to purchase 100 shares of common stock of the Company (the "Warrants").
The Warrants shall be exercisable for a period of seven years at an exercise
price of $0.50 per share. The funds raised will be utilized by the Company for
working capital and acquisitions.

Each share of Series E Preferred Stock is convertible, at any time at the option
of the holder, into 200 shares of common stock of the Company ("Common Stock").
Holders of the Series E Preferred Stock are entitled to receive, when declared
by the Company's board of directors, annual dividends of $12.00 per share of
Series E Preferred Stock paid quarterly. Such dividends may be paid, at the
election of the Company, either (i) in cash, (ii) in registered common stock of
the Company or (iii) in restricted shares of common stock of the Company with
piggyback registration rights. In the event that the Company elects to issue
registered shares of common stock in connection with the dividend on the Series
E Preferred Stock, such dividend shares shall be determined by dividing the
dividend amount by 95% of the average closing sale price of the common stock for
the 20 trading days immediately preceding the record date for payment of such
dividend (the "Average Closing Price"). In the event that the Company elects to
issue restricted shares of common stock in connection with the dividend on the
Series E Preferred Stock, such dividend shares shall be determined by dividing
the dividend amount by 80% of the Average Closing Price. If the Company and the
investors are unable to determine the Average Closing Price, then such dividend
shall be determined by dividing the dividend amount by the average of the three
highest closing bid prices during the 20 trading days immediately preceding the
record date for payment of such dividend.

The Company has agreed to file a registration statement registering the shares
of common stock issuable upon conversion or exercise of the shares of Preferred
Stock, Warrants and upon declaration of the dividend. Further, the Company is
required to use its best efforts to have such registration statement declared
effective within 180 days of the first closing.

In addition to any voting rights provided by law, holders of the Series E
Preferred Stock will have the right to vote together with holders of Common
Stock and the Series A, Series B, Series C and Series D Preferred Stock as a
single class on all matters upon which stockholders are entitled to vote,
including election of the members of the Company's Board of Directors. Each
share of Series E Preferred Stock will have the number of votes corresponding to
the number of shares of Common Stock into which the Series E Preferred Stock may
be converted on the record date for determining stockholders entitled to vote.

In the event of any liquidation or winding up of the Company, the holders of
Series E Preferred Stock will be entitled to receive, in preference to holders
of Common Stock but subject to preferential liquidation rights of Series A,
Series B, Series C and Series D Convertible Preferred Stock and any amount of
secured convertible debt, an amount equal to two times the original purchase
price per share, plus any previously declared and unpaid dividends.

The shares of Series E Preferred Stock were offered and sold to the investors in
a private placement transaction made in reliance upon exemptions from
registration pursuant to Section 4(2) under the Securities Act of 1933 and Rule
506 promulgated thereunder. Each of the Investors are accredited investors as
defined in Rule 501 of Regulation D promulgated under the Securities Act of
1933.

                                       28
<PAGE>

February 27, 2007

In connection with the acquisition of 100% of the outstanding securities of TPA,
the Company issued the TPA Sellers the following securities:

   o  Convertible promissory notes for an aggregate of $675,000 convertible into
      shares of common stock of the Company at a conversion price of $0.62 per
      share;
   o  1,088,710 shares of common stock of the Company; and
   o  a Nonstatutory Stock Option to purchase 100,000 shares of common stock at
      an exercise price of $0.62 per share for a period of five years issued to
      Renee J. Conner

February 27, 2007

In connection with the acquisition of 100% of the outstanding securities of
Pentec and PCM, the Company issued Callahan 403,225 shares of the Company's
common stock.

May 2, 2007

On May 2, 2007, the Company and Laurus entered into the Second Omnibus Amendment
and Waiver (the "Omnibus Agreement") to amend certain terms of secured
convertible term note issued in March 2005 (the "March Note"), the secured term
note issued in November 2005 (the "November Note") and the secured term note
issued in May 2006 (the "May Note"). Pursuant to the Omnibus Agreement, Laurus
and the Company agreed that the Company shall not be required to pay the
principal portion of any monthly principal amount due in May, June and July 2007
under the March Note, the November Note and the May Note. As consideration for
the extensions to the respective term notes, the Company made a cash payment to
Laurus on May 2, 2007 in the aggregate principal amount of $130,988.

Item 3. - Defaults Upon Senior Securities

None.

Item 4. - Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

On January 1, 2006, the Company entered into an advisory agreement (the
"Advisory Agreement") with DC Associates LLC, an entity controlled by Michael
Crow, one of the Company's principal shareholders, to act as the Company's
financial consultant in arranging equity or debt financings in consideration for
a monthly fee of $10,000 and a negotiated fee in connection with the closing of
any public offering, private offering, merger or acquisition. On January 16,
2007, the Company elected to extend the Advisory Agreement, effective January 1,
2007, for a period of one year.

                                       29
<PAGE>

Item 6. Exhibits

Exhibits

Exhibit     Description
Number

3.1         Articles of Incorporation of the Company, as amended(Incorporated by
            reference to Form S-18 filed with the Securities and Exchange
            Commission on October 7, 1985)

3.2         Amended and Restated Bylaws of the Company (Incorporated by
            reference to Form 8-K_filed with the Securities and Exchange
            Commission on April 19, 2005. (File No.333-124161))

3.3         Certificate of Designation of Preferences, Rights and Limitations of
            Series B Cumulative Convertible Preferred Stock (Incorporated by
            reference to Form 8-K filed with the Securities and Exchange
            Commission on October 19, 2005. (File No.000-51252))

3.4         Certificate of Designation of Preferences, Rights and Limitations of
            Series C Cumulative Convertible Preferred Stock(Incorporated by
            reference to Form 8-K filed with the Securities and Exchange
            Commission on November 14, 2005. (File No.000-51252))

3.5         Articles of Amendment to the Articles of Incorporation dated August
            19, 2004

3.6         Articles of Amendment to the Articles of Incorporation dated March
            2, 2005

3.7         Articles of Amendment to the Articles of Incorporation dated March
            15, 2005

3.8         Articles of Amendment to the Articles of Incorporation dated March
            21, 2005

3.9         Certificate of Designation of Preferences, Rights and Limitations of
            Series D Cumulative Convertible Preferred Stock (Incorporated by
            reference to Form 8-K filed with the Securities and Exchange
            Commission on March 27, 2006. (File No. 002-98138-A))

3.10        Certificate of Designation of Preferences, Rights and Limitations of
            Series E Cumulative Convertible Preferred Stock (Incorporated by
            reference to Form 8-K filed with the Securities and Exchange
            Commission on December 26, 2006. (File No. 002-98138-A))

4.1         Securities Purchase Agreement dated March 9, 2005 by and between the
            Company and Laurus Master Fund, Ltd. (Incorporated by reference to
            Form 8-K filed with the Securities and Exchange Commission on March
            15, 2005. (File No. 002-98138-A))

4.2         Secured Convertible Term Note dated March 9, 2005 issued by the
            Company to Laurus Master Fund, Ltd. (Incorporated by reference to
            Form 8-K filed with the Securities and Exchange Commission on March
            15, 2005. (File No. 002-98138-A))


                                       30
<PAGE>

4.3         Common Stock Purchase Warrant dated March 9, 2005 issued by the
            Company to Laurus Master Fund, Ltd. (Incorporated by reference to
            Form 8-K filed with the Securities and Exchange Commission on March
            15, 2005. (File No. 002-98138-A))

4.4         Common Stock Option dated March 9, 2005 issued by the Company to
            Laurus Master Fund, Ltd. (Incorporated by reference to Form 8-K
            filed with the Securities and Exchange Commission on March 15, 2005.
            (File No. 002-98138-A))

4.5         Master Security Agreement dated March 9, 2005 among Fast Eddie
            Racing Stables, Inc., Duncan Capital Financial Group, Inc., Pension
            Administration Services, Inc., Complete Investment Management Inc.
            of Philadelphia, MD Bluestein, Inc. and Laurus Master Fund, Ltd.
            (Incorporated by reference to Form 8-K filed with the Securities and
            Exchange Commission on March 15, 2005. (File No. 002-98138-A))

4.6         Stock Pledge Agreement dated March 9, 2005 among Fast Eddie Racing
            Stables, Inc., Duncan Capital Financial Group, Inc., Pension
            Administration Services, Inc., Complete Investment Management Inc.
            of Philadelphia, MD Bluestein, Inc. and Laurus Master Fund, Ltd.
            (Incorporated by reference to Form 8-K filed with the Securities and
            Exchange Commission on March 15, 2005. (File No. 002-98138-A))

4.7         Subsidiary Guaranty dated March 9, 2005 executed by Duncan Capital
            Group, Inc., Pension Administration Services, Inc., Complete
            Investment Management Inc. of Philadelphia, MD Bluestein, Inc. and
            Laurus Master Fund, Ltd. (Incorporated by reference to Form 8-K
            filed with the Securities and Exchange Commission on March 15, 2005.
            (File No. 002-98138-A))

4.8         Registration Rights Agreement dated March 9, 2005 by and between
            Fast Eddie Racing Stables, Inc. and Laurus Master Fund, Ltd.
            (Incorporated by reference to Form 8-K filed with the Securities and
            Exchange Commission on March 15, 2005. (File No. 002-98138-A))

4.9         Common Stock Purchase Warrant dated March 9, 2005 issued by Duncan
            Capital Financial Group, Inc. to Richard E. Stierwalt. (Incorporated
            by reference to Form 8-K filed with the Securities and Exchange
            Commission on March 15, 2005. (File No. 002-98138-A))

4.10        Common Stock Purchase Warrant dated March 9, 2005 issued by Duncan
            Capital Financial Group, Inc. to Leonard Neuhaus. (Incorporated by
            reference to Form 8-K filed with the Securities and Exchange
            Commission on March 15, 2005. (File No. 002-98138-A))

4.11        Form of Stock Option Agreement, dated March 9, 2005, between the
            Company and certain non-management directors. (Incorporated by
            reference to Form 8-K filed with the Securities and Exchange
            Commission on April 19, 2005.)

4.12        Securities Purchase Agreement dated November 30, 2005 entered by and
            between National Investment Mangers Inc. and Laurus Master Fund,
            Ltd. (Incorporated by reference to Form 8-K filed with the
            Securities and Exchange Commission on December 6, 2005. (File
            No.000-51252))

4.13        Amended and Restated Registration Rights Agreement dated November
            30, 2005 entered by and between National Investment Mangers Inc. and
            Laurus Master Fund, Ltd. (Incorporated by reference to Form 8-K
            filed with the Securities and Exchange Commission on December 6,
            2005.)

4.14        Secured Term Note dated November 30, 2005 issued to Laurus Master
            Fund, Ltd. (Incorporated by reference to Form 8-K filed with the
            Securities and Exchange Commission on December 6, 2005. (File
            No.000-51252))

                                       31
<PAGE>

4.15        Convertible Promissory Note, dated August 2, 2005, issued by the
            Company to Stephen H. Rosen. (Incorporated by reference to Form 8-K
            filed with the Securities and Exchange Commission on August 5, 2005.
            (File No.000-51252))

4.16        Convertible Promissory Note, dated August 2, 2005, issued by the
            Company to Elizabeth Davies. (Incorporated by reference to Form 8-K
            filed with the Securities and Exchange Commission on August 5, 2005.
            (File No.000-51252))

4.17        Common Stock Option, dated August 2, 2005, issued by the Company to
            Stephen H. Rosen. (Incorporated by reference to Form 8-K filed with
            the Securities and Exchange Commission on August 5, 2005. (File
            No.000-51252))

4.18        Subordination Agreement, dated August 2, 2005, among Stephen H.
            Rosen, Elizabeth Davies and Laurus Master Find, Ltd., as
            acknowledged by the Company. (Incorporated by reference to Form 8-K
            filed with the Securities and Exchange Commission on August 5, 2005.
            (File No.000-51252))

4.19        Form of Subscription Agreement for Series B Cumulative Convertible
            Preferred Stock (Incorporated by reference to the Form 8-K Current
            Report filed with the Securities and Exchange Commission on October
            20, 2005 (File No.000-51252))

4.20        Form of Subscription Agreement for Series C Cumulative Convertible
            Preferred Stock (Incorporated by reference to the Form 8-K Current
            Report filed with the Securities and Exchange Commission on November
            14, 2005 (File No.000-51252))

4.21        Amendment Agreement entered by and between the Company and Laurus
            Master Fund Ltd. dated August 2006

4.22        Securities Purchase Agreement dated May 30, 2006 by and between
            National Investment Managers Inc. and Laurus Master Fund, Ltd.
            (Incorporated by reference to the Form 8-K Current Report filed with
            the Securities and Exchange Commission on June 5, 2006 (File
            No.000-51252))

4.23        Secured Non-Convertible Term Note payable to Laurus Master Fund,
            Ltd. (Incorporated by reference to the Form 8-K Current Report filed
            with the Securities and Exchange Commission on June 5, 2006 (File
            No.000-51252))

4.24        Common Stock Purchase Warrant dated May 30, 2006 issued to Laurus
            Master Fund, Ltd. (Incorporated by reference to the Form 8-K Current
            Report filed with the Securities and Exchange Commission on June 5,
            2006 (File No.000-51252))

4.25        Registration Rights Agreement dated May 30, 2006 by and between
            National Investment Managers Inc. and Laurus Master Fund, Ltd.
            (Incorporated by reference to the Form 8-K Current Report filed with
            the Securities and Exchange Commission on June 5, 2006 (File
            No.000-51252))

                                       32
<PAGE>

4.26        Letter Agreement dated May 30, 2006 by and between National
            Investment Managers Inc. and Laurus Master Fund, Ltd. (Incorporated
            by reference to the Form 8-K Current Report filed with the
            Securities and Exchange Commission on June 5, 2006 (File
            No.000-51252))

4.27        Amendment dated May 30, 2006 by and between National Investment
            Managers Inc. and Laurus Master Fund, Ltd. (Incorporated by
            reference to the Form 8-K Current Report filed with the Securities
            and Exchange Commission on June 5, 2006 (File No.000-51252))

4.28        Agreement dated June 14, 2006 by and between National Investment
            Managers Inc. and Laurus Master Fund, Ltd. (Incorporated by
            reference to the Form 8-K Current Report filed with the Securities
            and Exchange Commission on June 16, 2006 (File No.000-51252))

4.29        Common Stock Purchase Warrant dated May 30, 2006 issued to Laurus
            Master Fund, Ltd. (Incorporated by reference to the Form 8-K Current
            Report filed with the Securities and Exchange Commission on June 16,
            2006 (File No.000-51252))

4.30        Letter from Laurus Master Fund, Ltd. to National Investment Managers
            Inc., dated June 14, 2006 (Incorporated by reference to the Form 8-K
            Current Report filed with the Securities and Exchange Commission on
            June 16, 2006 (File No.000-51252))

4.31        Form of Subscription Agreement for Series D Cumulative Convertible
            Preferred Stock (Incorporated by reference to Form 8-K filed with
            the Securities and Exchange Commission on March 27, 2006. (File No.
            002-98138-A))

4.32        Form of Common Stock Purchase Warrant (Incorporated by reference to
            Form 8-K filed with the Securities and Exchange Commission on March
            27, 2006. (File No. 002-98138-A))

4.33        Form of Subscription Agreement for Series E Cumulative Convertible
            Preferred Stock (Incorporated by reference to Form 8-K filed with
            the Securities and Exchange Commission on December 26, 2006. (File
            No. 002-98138-A))

4.34        Form of Common Stock Purchase Warrant (Incorporated by reference to
            Form 8-K filed with the Securities and Exchange Commission on
            December 26, 2006. (File No. 002-98138-A))

10.1        Agreement and Plan of Reorganization, dated as of February 18, 2005,
            by and among Fast Eddie Racing Stables, Inc, Glenn A. Little, Duncan
            Capital Financial Group, Inc. and FERS Acquisition Corp.
            (Incorporated by reference to Form 8-K filed with the Securities and
            Exchange Commission on February 23, 2005)

                                       33
<PAGE>

10.2        Employment Agreement, dated as of December 23, 2004, between Duncan
            Capital Financial Group, Inc. and Richard E. Stierwalt.
            (Incorporated by reference to Form 8-K filed with the Securities and
            Exchange Commission on March 15, 2005)

10.3        Employment Agreement, dated as of January 1, 2005, between Duncan
            Capital Financial Group, Inc. and Leonard Neuhaus. (Incorporated by
            reference to Form 8-K filed with the Securities and Exchange
            Commission on March 15, 2005)

10.4        12% Senior Secured Note, dated January 27, 2005, in the original
            principal amount of $350,000, delivered by Duncan Capital Financial
            Group, Inc. to CAMOFI Master LDC (formerly known as DCOFI Master
            LDC) (Incorporated by reference to Form SB-2 Registration
            Statement_filed with the Securities and Exchange Commission on April
            19, 2005. (File No.333-124161))

10.5        Securities Purchase Agreement, dated as of January 27, 2005, between
            Duncan Capital Financial Group, Inc. and CAMOFI Master
            LDC(Incorporated by reference to Form SB-2 filed with the Securities
            and Exchange Commission on April 19, 2005. (File No.333-124161))

10.6        Security Agreement, dated as of January 27, 2005, among Duncan
            Capital Financial Group, Inc., Pension Administration Services,
            Inc., Complete Investment Management Inc. of Philadelphia, MD
            Bluestein Inc. and CAMOFI Master LDC. (Incorporated by reference to
            Form SB-2_filed with the Securities and Exchange Commission on April
            19, 2005. (File No.333-124161))

10.7        Subsidiary Guarantee, dated as of January 27, 2005, among Duncan
            Capital Financial Group, Inc., Pension Administration Services,
            Inc., Complete Investment Management Inc. of Philadelphia and MD
            Bluestein Inc. in favor of CAMOFI Master LDC. (Incorporated by
            reference to Form SB-2/A_filed with the Securities and Exchange
            Commission on June 17, 2005. (File No.333-124161))

10.8        12% Senior Secured Note, dated May 4, 2005, in the original
            principal amount of $150,000, delivered by Duncan Capital Financial
            Group, Inc. to CAMOFI Master LDC. (Incorporated by reference to Form
            SB-2/A_filed with the Securities and Exchange Commission on June 17,
            2005. (File No.333-124161))

10.9        Agreement, dated as of June 15, 2005, between the Company and
            Richard Berman. (Incorporated by reference to Form 8-K filed with
            the Securities and Exchange Commission on June 17, 2005.)

10.10       Asset Purchase Agreement between National Investment Mangers Inc.
            and American Benefit Resources, Inc. dated November 1, 2005
            (Incorporated by reference to Form 8-K filed with the Securities and
            Exchange Commission on November 4, 2005. (File No.000-51252))

                                       34
<PAGE>

10.11       A/R Escrow Agreement by and among National Investment Mangers Inc.,
            JP Morgan Chase Bank, N.A. and American Benefit Resources, Inc.
            dated November 30, 2005 (Incorporated by reference to Form 8-K filed
            with the Securities and Exchange Commission on December 6, 2005.
            (File No.000-51252)

10.12       Indemnification Escrow Agreement by and among National Investment
            Mangers Inc., JP Morgan Chase Bank, N.A. and American Benefit
            Resources, Inc. dated November 30, 2005 (Incorporated by reference
            to Form 8-K filed with the Securities and Exchange Commission on
            December 6, 2005. (File No.000-51252)

10.13       Registration Rights Agreement between National Investment Mangers
            Inc., American Benefit Resources, Inc. and Arthur J. Steinberg as
            manager of IBF Fund Liquidating LLC dated November 30, 2005
            (Incorporated by reference to Form 8-K filed with the Securities and
            Exchange Commission on December 6, 2005. (File No.000-51252)

10.14       Stock Purchase Agreement, dated August 2, 2005, among the Company,
            Stephen H. Rosen Associates, Inc., Stephen H. Rosen and Elizabeth
            Davies. (Incorporated by reference to Form 8-K filed with the
            Securities and Exchange Commission on August 5, 2005. (File
            No.000-51252))

10.15       Stock Purchase Agreement, dated August 2, 2005, among the Company,
            Haddon Strategic Alliances, Inc. and John Ermilio. (Incorporated by
            reference to Form 8-K filed with the Securities and Exchange
            Commission on August 5, 2005. (File No.000-51252))

10.16       Employment Agreement, dated as of August 2, 2005, between the
            Company and Stephen H. Rosen. (Incorporated by reference to Form 8-K
            filed with the Securities and Exchange Commission on August 5, 2005.
            (File No.000-51252))

10.17       Noncompetition Agreement, dated as of August 2, 2005, between the
            Company and Stephen H. Rosen. (Incorporated by reference to Form 8-K
            filed with the Securities and Exchange Commission on August 5, 2005.
            (File No.000-51252))

10.18       Noncompetition Agreement, dated as of August 2, 2005, between the
            Company and John Ermilio. (Incorporated by reference to Form 8-K
            filed with the Securities and Exchange Commission on August 5, 2005.
            (File No.000-51252))

10.19       Agreement and Plan of Merger Dated as of January 4, 2006 by and
            among Jack C. Holland, Steven R. Eyer, Valley Forge Enterprises,
            Ltd., VFE Merger Corp. and National Investment Managers Inc.
            (Incorporated by reference to Form 8-K filed with the Securities and
            Exchange Commission on January 12, 2006. (File No.000-51252))

10.20       Employment Agreement dated January 1, 2006 by and between Steven R.
            Eyer and Valley Forge Enterprises, Ltd(Incorporated by reference to
            Form 8-K filed with the Securities and Exchange Commission on
            January 12, 2006. (File No.000-51252))

10.21       Employment Agreement dated January 1, 2006 by and between Jack C.
            Holland and Valley Forge Enterprises, Ltd. (Incorporated by
            reference to Form 8-K filed with the Securities and Exchange
            Commission on January 12, 2006. (File No.000-51252))

                                       35
<PAGE>

10.22       Non-Competition, Non-Disclosure and Non-Solicitation Agreement dated
            January 1, 2006 by and between Steven R. Eyer and National
            Investment Managers Inc. (Incorporated by reference to Form 8-K
            filed with the Securities and Exchange Commission on January 12,
            2006. (File No.000-51252))

10.23       Non-Competition, Non-Disclosure and Non-Solicitation Agreement dated
            January 1, 2006 by and between Jack C. Holland and National o
            Investment Managers Inc. (Incorporated by reference to Form 8-K
            filed with the Securities and Exchange Commission on January 12,
            2006. (File No.000-51252))

10.24       Employment Agreement dated March 1, 2006 by and between Leonard
            Neuhaus and the Company (Incorporated by reference to Form 8-K filed
            with the Securities and Exchange Commission on March 6, 2006. (File
            No.000-51252))

10.25       Consulting Agreement dated March 1, 2006 by and between Richard
            Stierwalt and the Company (Incorporated by reference to Form 8-K
            filed with the Securities and Exchange Commission on March 6, 2006.
            (File No.000-51252))

10.26       Employment Agreement dated March 2006 by and between Steven Ross and
            the Company (Incorporated by reference to Form 8-K filed with the
            Securities and Exchange Commission on March 17, 2006.)

10.27       Consulting Agreement dated January 1, 2006 by and between DC
            Associates LLC and the Company (Incorporated by reference to Form
            10-KSB filed with the Securities and Exchange Commission on March
            31, 2006.)

10.28       Put Agreement entered by and among American Benefit Resources, Inc.,
            IBF Fund Liquidating LLC and Duncan Capital Group LLC

10.29       Option issued by the Company to Duncan Capital Group LLC

10.30       Stock Purchase Agreement by and between National Investment Managers
            Inc., THE LAMCO Group, Inc., Lamoriello & Co., Inc., Circle Pension,
            Inc., Southeastern Pension Services, Inc. and Nicholas J. Lamoriello
            (Incorporated by reference to Form 8-K filed with the Securities and
            Exchange Commission on October 10, 2006. (File No. 000-51252))

10.31       Stock Option issued to Nicholas J. Lamoriello (Incorporated by
            reference to Form 8-K filed with the Securities and Exchange
            Commission on October 10, 2006. (File No. 000-51252))

10.32       Escrow Agreement entered by and between National Investment Managers
            Inc. and THE LAMCO Group, Inc. (Incorporated by reference to Form
            8-K filed with the Securities and Exchange Commission on October 10,
            2006. (File No. 000-51252))

10.33       Cross Sales Agreement entered between National Investment Managers
            Inc. and THE LAMCO Group, Inc. (Incorporated by reference to Form
            8-K filed with the Securities and Exchange Commission on October 10,
            2006. (File No. 000-51252))

                                       36
<PAGE>

10.34       Technology Agreement entered between National Investment Managers
            Inc. and THE LAMCO Group, Inc. (Incorporated by reference to Form
            8-K filed with the Securities and Exchange Commission on October 10,
            2006. (File No. 000-51252))

10.35       Management entered between National Investment Managers Inc.,
            Nicholas J. Lamoriello and Stephen R. Zito (Incorporated by
            reference to Form 8-K filed with the Securities and Exchange
            Commission on October 10, 2006. (File No. 000-51252))

10.36       Non-Competition, Non-Disclosure and Non-Solicitation Agreement
            between National Investment Managers Inc., Nicholas J. Lamoriello
            and THE LAMCO Group, Inc. (Incorporated by reference to Form 8-K
            filed with the Securities and Exchange Commission on October 10,
            2006. (File No. 000-51252))

10.37       Joinder Agreement between Laurus Master Fund, Ltd., Lamoriello &
            Co., Inc., Circle Pension, Inc., and Southeastern Pension Services,
            Inc. (Incorporated by reference to Form 8-K filed with the
            Securities and Exchange Commission on October 10, 2006. (File No.
            000-51252))

10.38       Employment Agreement dated October 24, 2006 by and between Steven
            Ross and the Company. (Incorporated by reference to Form 8-K filed
            with the Securities and Exchange Commission on October 26, 2006.
            (File No. 000-51252))

10.39       Stock Purchase Agreement by and between National Investment Managers
            Inc., National Actuarial Pension Services, Inc., Charles McLeod and
            Mary H. McLeod (Incorporated by reference to Form 8-K filed with the
            Securities and Exchange Commission on December 4, 2006. (File No.
            000-51252))

10.40       Promissory Note issued by National Investment Managers Inc. to
            Charles McLeod and Mary H. McLeod (Incorporated by reference to Form
            8-K filed with the Securities and Exchange Commission on December 4,
            2006. (File No. 000-51252))

10.41       Promissory Note issued by National Investment Managers Inc. to
            Charles McLeod and Mary H. McLeod (Incorporated by reference to Form
            8-K filed with the Securities and Exchange Commission on December 4,
            2006. (File No. 000-51252))

10.42       Employment Agreement entered between National Investment Managers
            Inc. and Charles McLeod (Incorporated by reference to Form 8-K filed
            with the Securities and Exchange Commission on December 4, 2006.
            (File No. 000-51252))

10.43       Employment Agreement entered between National Investment Managers
            Inc. and Mary McLeod (Incorporated by reference to Form 8-K filed
            with the Securities and Exchange Commission on December 4, 2006.
            (File No. 000-51252))

10.44       Non-Competition, Non-Disclosure and Non-Solicitation Agreement
            between National Investment Managers Inc. and Charles McLeod and
            Mary H. McLeod. (Incorporated by reference to Form 8-K filed with
            the Securities and Exchange Commission on December 4, 2006. (File
            No. 000-51252))

                                       37
<PAGE>

10.45       Joinder Agreement between Laurus Master Fund, Ltd. and National
            Actuarial Pension Services, Inc. (Incorporated by reference to Form
            8-K filed with the Securities and Exchange Commission on December 4,
            2006. (File No. 000-51252))

10.46       Employment Agreement dated December 11, 2006 by and between Leonard
            Neuhaus and the Company. (Incorporated by reference to Form 8-K
            filed with the Securities and Exchange Commission on December 13,
            2006. (File No. 000-51252))

10.47       Agreement between National Investment Managers Inc. and Duncan
            Capital Group LLC, a Delaware limited liability company and DCI
            Master LDC. (Incorporated by reference to Form 8-K filed with the
            Securities and Exchange Commission on December 22, 2006. (File No.
            000-51252))

10.48       Stock Purchase Agreement by and between National Investment Managers
            Inc., Benefit Dynamics, Inc., Jo Ann Massanova and Carmen
            Laverghetta (Incorporated by reference to Form 8-K filed with the
            Securities and Exchange Commission on January 4, 2007. (File No.
            000-51252))

10.49       Form of Promissory Note issued by National Investment Managers Inc.
            payable March 2, 2008 (Incorporated by reference to Form 8-K filed
            with the Securities and Exchange Commission on January 4, 2007.
            (File No. 000-51252))

10.50       Form of Promissory Note issued by National Investment Managers Inc.
            payable March 2, 2009 (Incorporated by reference to Form 8-K filed
            with the Securities and Exchange Commission on January 4, 2007.
            (File No. 000-51252))

10.51       Employment Agreement entered between Benefit Dynamics, Inc. and Jo
            Ann Massanova (Incorporated by reference to Form 8-K filed with the
            Securities and Exchange Commission on January 4, 2007. (File No.
            000-51252))

10.52       Employment Agreement entered between Benefit Dynamics, Inc. and
            Carmen Laverghetta (Incorporated by reference to Form 8-K filed with
            the Securities and Exchange Commission on January 4, 2007. (File No.
            000-51252))

10.53       Non-Competition, Non-Disclosure and Non-Solicitation Agreement
            between National Investment Managers Inc. and Jo Ann Massanova
            (Incorporated by reference to Form 8-K filed with the Securities and
            Exchange Commission on January 4, 2007. (File No. 000-51252))

10.54       Non-Competition, Non-Disclosure and Non-Solicitation Agreement
            between National Investment Managers Inc. and Carmen Laverghetta
            (Incorporated by reference to Form 8-K filed with the Securities and
            Exchange Commission on January 4, 2007. (File No. 000-51252))

                                       38
<PAGE>

10.55       Joinder Agreement between Laurus Master Fund, Ltd. and Benefit
            Dynamics, Inc. (Incorporated by reference to Form 8-K filed with the
            Securities and Exchange Commission on January 4, 2007. (File No.
            000-51252))

10.56       Stock Option Agreement entered by and between the Company and Jo Ann
            Massanova (Incorporated by reference to Form 8-K filed with the
            Securities and Exchange Commission on January 4, 2007. (File No.
            000-51252))

10.57       Stock Purchase Agreement by and between National Investment Managers
            Inc., Renee J. Conner, William Renninger and The Pension Alliance,
            Inc. (Incorporated by reference to Form 8-K filed with the
            Securities and Exchange Commission on March 6, 2007. (File No.
            000-51252))

10.58       Promissory Note issued by National Investment Managers Inc. to Renee
            J. Conner due April 28, 2008 (Incorporated by reference to Form 8-K
            filed with the Securities and Exchange Commission on March 6, 2007.
            (File No. 000-51252))

10.59       Promissory Note issued by National Investment Managers Inc. to
            William Renninger due April 28, 2008 (Incorporated by reference to
            Form 8-K filed with the Securities and Exchange Commission on March
            6, 2007. (File No. 000-51252))

10.60       Promissory Note issued by National Investment Managers Inc. to Renee
            J. Conner due April 28, 2009 (Incorporated by reference to Form 8-K
            filed with the Securities and Exchange Commission on March 6, 2007.
            (File No. 000-51252))

10.61       Promissory Note issued by National Investment Managers Inc. to
            William Renninger due April 28, 2009 (Incorporated by reference to
            Form 8-K filed with the Securities and Exchange Commission on March
            6, 2007. (File No. 000-51252))

10.62       Employment Agreement entered between National Investment Managers
            Inc. and Renee J. Conner (Incorporated by reference to Form 8-K
            filed with the Securities and Exchange Commission on March 6, 2007.
            (File No. 000-51252))

10.63       Non-Competition, Non-Disclosure and Non-Solicitation Agreement
            between National Investment Managers Inc. and Charles McLeod and
            Mary H. McLeod. (Incorporated by reference to Form 8-K filed with
            the Securities and Exchange Commission on March 6, 2007. (File No.
            000-51252))

10.64       Nonstatutory Stock Option Agreement in the name of Renee J. Conner
            (Incorporated by reference to Form 8-K filed with the Securities and
            Exchange Commission on March 6, 2007. (File No. 000-51252))

10.65       Stock Purchase Agreement by and between National Investment Managers
            Inc., Pentec, Inc., Pentec Capital Management, Inc. and Michael E.
            Callahan (Incorporated by reference to Form 8-K filed with the
            Securities and Exchange Commission on March 6, 2007. (File No.
            000-51252))

                                       39
<PAGE>

10.66       Promissory Note issued by National Investment Managers Inc. to
            Michael E. Callahan (Incorporated by reference to Form 8-K filed
            with the Securities and Exchange Commission on March 6, 2007. (File
            No. 000-51252))

10.67       Employment Agreement entered between Pentec, Inc., Pentec Capital
            Management, Inc. and Michael Callahan (Incorporated by reference to
            Form 8-K filed with the Securities and Exchange Commission on March
            6, 2007. (File No. 000-51252))

10.68       Non-Competition, Non-Disclosure and Non-Solicitation Agreement
            between National Investment Managers Inc. and Michael Callahan
            (Incorporated by reference to Form 8-K filed with the Securities and
            Exchange Commission on March 6, 2007. (File No. 000-51252))

10.69       Addendum to Employment Agreement by and between the Company and
            Steven J. Ross (Incorporated by reference to Form 8-K filed with the
            Securities and Exchange Commission on March 29, 2007. (File No.
            000-51252))

10.70       Addendum to Employment Agreement by and between the Company and
            Leonard Neuhaus (Incorporated by reference to Form 8-K filed with
            the Securities and Exchange Commission on March 29, 2007. (File No.
            000-51252))

10.71       Employment Agreement by and between the Company and John Davis
            (Incorporated by reference to Form 8-K filed with the Securities and
            Exchange Commission on March 29, 2007. (File No. 000-51252))

16.1        Resignation letter of S. W. Hatfield, CPA (Incorporated by reference
            to Form 8-K filed with the Securities and Exchange Commission on
            March 15, 2005)

21.1        List of Subsidiaries of the Company.



31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule
15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or
Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002

32 Certification of Chief Executive Officer and Chief Financial Officer pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002

(1) Incorporated by reference to the Form 8k Current Report filed with the
Securities and Exchange Commission on September 27, 2006

(2) Incorporated by reference to the Form 8k Current Report filed with the
Securities and Exchange Commission on October 10, 2006

(3) Incorporated by reference to the Form 8k Current Report filed with the
Securities and Exchange Commission on October 26, 2006

                                       40
<PAGE>

 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.

                                     NATIONAL INVESTMENT MANAGERS INC.
                                           Registrant


Date:  May 15, 2007                  By    /s/ Steven Ross
-------------------------             ----------------------------------
                                          STEVEN ROSS
                                          Chief Executive Officer and Director

Date:  May 15, 2007                  By   /s/ John M. Davis
-------------------------             ---------------------------------
                                          JOHN M. DAVIS
                                          President and Chief Financial Officer


                                       41