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 September 30, 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.)


              545 Metro Place South, Suite 100, Dublin, Ohio 43017
              ----------------------------------------------------
                    (Address of principal executive offices)


                                 (614) 760-3708
                                 --------------
              (Registrant's telephone number, including area code)


           420 Lexington Avenue, Suite 2420, New York, New York 10170
           ----------------------------------------------------------
                 (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 November  13, 2007,  28,189,620  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

                                                                        Page No.


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheet - September 30, 2007 (unaudited)          3

Condensed Consolidated Statements of Operations -
Nine months ended September 30, 2007 and 2006 (unaudited)                      4

Condensed Consolidated Statements of Operations -
Three Months ended September 30, 2007 and 2006 (unaudited)                     5

Condensed Consolidated Statements of Cash Flows -
Nine months ended September 30, 2007 and 2006 (unaudited)                    6-7

Notes to Condensed Consolidated Interim Financial Statements                8-14

Item 2. Management's Discussion and Analysis or Plan of Operations         15-21

Item 3. Quantitative and Qualitative Disclosures about Market Risks           22

Item 4. Controls and Procedures                                               22

PART II.  OTHER INFORMATION

Item 1. Legal Proceedings                                                     23

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds        23-24

Item 3. Defaults upon Senior Securities                                       25

Item 4. Submission of Matters to a Vote of Security Holders                   25

Item 5. Other Information                                                     25

Item 6. Exhibits                                                           26-33


SIGNATURES                                                                 34-37


                                       2
<PAGE>

               National Investment Managers Inc. and Subsidiaries
                      Condensed Consolidated Balance Sheet
                                   (Unaudited)

                                                                  September 30,
                                                                      2007
                                                                 --------------
ASSETS
Current assets:
    Cash                                                         $    1,027,799
    Accounts receivable, net                                          4,118,020
    Prepaid expenses and other current assets                           732,933
                                                                 --------------
        Total current assets                                          5,878,752
                                                                 --------------

Property and equipment, net                                           1,075,500

Other assets:
    Goodwill                                                         22,594,813
    Customer lists/relationships, net                                24,195,512
    Other intangibles, net                                            6,559,530
    Deferred financing costs                                            575,924
                                                                 --------------
        Total other assets                                           53,925,779
                                                                 --------------

        Total assets                                             $   60,880,031
                                                                 ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Long-term debt, current portion                              $    9,797,302
    Accounts payable                                                    327,472
    Unearned revenue                                                  4,608,966
    Accrued expenses and other current liabilities                    3,913,951
                                                                 --------------
        Total current liabilities                                    18,647,691
                                                                 --------------

Long-term liabilities:
   Long-term debt, less current portion                              13,235,452
   Preferred dividends payable                                        3,420,826
   Derivative financial instruments                                   1,658,338
   Deferred tax liability                                             9,522,201
                                                                 --------------
        Total long-term liabilities                                  27,836,817
                                                                 --------------

        Total liabilities                                            46,484,508
                                                                 --------------

Commitments and contingencies

Stockholders'  equity:
Preferred Stock, $.001 par value, 10,000,000 shares
  authorized; 4,000,000 designated as Series A shares
  of which 2,420,000 shares issued and outstanding
  (liquidation preference $2,420,000); 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
  $8,190,000); and 60,000 designated as Series E shares
  of which 29,350 shares issued and outstanding
  (liquidation preference $5,870,000)                                     7,457
Common stock, $.001 par value, 100,000,000 shares
  authorized, 28,189,620 shares issued and outstanding                   28,189
Additional paid-in capital                                           29,077,529
Accumulated deficit                                                 (14,717,652)
                                                                 --------------

        Total stockholders' equity                                   14,395,523
                                                                 --------------

        Total liabilities and stockholders' equity               $   60,880,031
                                                                 ==============

 See accompanying notes to condensed consolidated interim financial statements.


                                       3
<PAGE>

               National Investment Managers Inc. and Subsidiaries
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                   Nine Months       Nine Months
                                                                      Ended            Ended
                                                                  September 30,     September 30,
                                                                      2007              2006
                                                                 --------------    --------------
<S>                                                              <C>               <C>
Revenues:                                                        $   27,299,601    $   16,828,746
                                                                 --------------    --------------

Operating Expenses
    Selling, General and Administrative Expenses                     21,982,748        14,567,279
    Depreciation and Amortization                                     5,043,801         2,539,210
    Stock-Based Compensation                                            325,400           708,654
                                                                 --------------    --------------

Total Operating Expenses                                             27,351,949        17,815,143
                                                                 --------------    --------------
Operating Loss                                                          (52,348)         (986,397)
                                                                 --------------    --------------
Other Income (Expenses):
    Gain on sale of subsidiary                                               --           166,568
    Change in Fair Value of Derivative Financial Instruments           (576,131)        1,039,994
    Interest Expense                                                 (3,755,827)       (3,403,341)
    Interest, Dividend and Rental Income                                 81,900           137,907
                                                                 --------------    --------------

Total Other Expense, net                                             (4,250,058)       (2,058,872)
                                                                 --------------    --------------

Loss before deferred income tax benefit                              (4,302,406)       (3,045,269)

    Deferred income tax benefit                                       1,089,408           277,072
                                                                 --------------    --------------

Net loss before preferred stock dividends                            (3,212,998)       (2,768,197)

    Less: Preferred stock dividends                                  (1,589,350)         (985,250)
                                                                 --------------    --------------

Net loss available to common stockholders                        $   (4,802,348)   $   (3,753,447)
                                                                 ==============    ==============

Loss per common share - basic  and diluted                       $        (0.18)   $        (0.19)
                                                                 ==============    ==============

Weighted average common shares outstanding - basic and diluted       27,070,000        20,084,000
                                                                 ==============    ==============
</TABLE>

 See accompanying notes to condensed consolidated interim financial statements.


                                       4
<PAGE>

               National Investment Managers Inc. and Subsidiaries
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                  Three Months      Three Months
                                                                      Ended            Ended
                                                                  September 30,     September 30,
                                                                      2007              2006
                                                                 --------------    --------------
<S>                                                              <C>               <C>

Revenues:                                                        $   10,312,482    $    6,138,429
                                                                 --------------    --------------

Operating Expenses
    Selling, General and Administrative Expenses                      7,340,175         4,290,636
    Depreciation and Amortization                                     1,772,750           857,824
    Stock-Based Compensation                                             39,894           112,920
                                                                 --------------    --------------

Total Operating Expenses                                              9,152,819         5,261,380
                                                                 --------------    --------------
Operating Income                                                      1,159,663           877,049
                                                                 --------------    --------------
Other Income (Expenses):
    Change in Fair Value of Derivative Financial Instruments            128,119          (424,277)
    Interest Expense                                                 (1,409,818)       (1,500,763)
    Interest, Dividend and Rental Income                                 21,633           121,600
                                                                 --------------    --------------

Total Other Expense, net                                             (1,260,066)       (1,803,440)
                                                                 --------------    --------------

Loss before deferred income tax benefit                                (100,403)         (926,391)

    Deferred income tax benefit                                         412,083            95,084
                                                                 --------------    --------------

Net income (loss) before preferred stock dividends                      311,680          (831,307)

    Less: Preferred stock dividends                                    (535,650)         (324,750)
                                                                 --------------    --------------

Net loss available to common stockholders                        $     (223,970)   $   (1,156,057)
                                                                 ==============    ==============

Loss per common share - basic  and diluted                       $        (0.01)   $        (0.06)
                                                                 ==============    ==============

Weighted average common shares outstanding - basic and diluted       27,889,000        20,712,000
                                                                 ==============    ==============
</TABLE>

 See accompanying notes to condensed consolidated interim financial statements.


                                       5
<PAGE>

               National Investment Managers Inc. and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             Nine Months       Nine Months
                                                                Ended            Ended
                                                            September 30,     September 30,
                                                                2007              2006
                                                           --------------    --------------
<S>                                                        <C>               <C>
Net cash provided by (used in) operating activities        $    1,017,380    $     (756,005)
                                                           --------------    --------------

Cash flows from investing activities:
Purchases of property and equipment                              (246,726)         (156,875)
Acquisition of Valley Forge                                            --        (3,714,500)
Acquisition of Benefit Dynamics                                  (340,000)               --
Acquisition of Pentec and Pentec Capital Management            (1,691,376)               --
Acquisiton of Pension Alliance                                 (3,380,000)               --
Proceeds from sale of MLK Group                                        --           900,000
Decrease in receivable from ABR trustee                                --           150,000
Increase in restricted cash (for acquisition purposes)                 --        (6,738,466)
                                                           --------------    --------------
Net cash used in investing activities                          (5,658,102)       (9,559,841)
                                                           --------------    --------------

Cash flows from financing activities:
Proceeds from (payments on) long-term debt and notes           (1,717,688)        7,000,000
Payments on short-term debt and notes                                  --        (3,208,841)
Proceeds from sale of common and preferred shares, net          1,194,908         2,231,529
Payment of deferred financing costs                                    --          (557,000)
                                                           --------------    --------------
Net cash provided by (used in) financing activities              (522,780)        5,465,688
                                                           --------------    --------------

Net decrease in cash                                           (5,163,502)       (4,850,158)

Cash, beginning of period                                       6,191,301         5,964,192
                                                           --------------    --------------
Cash, end of period                                        $    1,027,799    $    1,114,034
                                                           ==============    ==============

Supplemental disclosure of cash flows information:
Cash paid during the period for interest                   $    1,412,764    $    1,435,130
                                                           ==============    ==============

Supplemental schedule of noncash investing and
financing activities:

Accrued preferred dividends                                $    1,589,350    $      985,250
                                                           ==============    ==============

Noncash component of proceeds from MLK sale                $           --    $      290,000
                                                           ==============    ==============

Warrants and embedded conversion feature associated with
  debt financing                                           $      218,039    $      405,471
                                                           ==============    ==============

Capitalization of accrued interest on secured term notes   $    1,132,613    $      543,689
                                                           ==============    ==============

Capitalization of accrued interest on the convertible
  notes payable                                            $       20,415    $           --
                                                           ==============    ==============
</TABLE>

 See accompanying notes to condensed consolidated interim financial statements.


                                       6
<PAGE>

In conjunction with the Company's acquisitions (see Notes 9, 10 and 11 ), notes
and common stock were issued and liabilities were assumed as follows:


(Audited)        2006         Valley Forge
                            ---------------

Fair value of assets
  acquired                  $     8,859,000
Cash paid                        (3,714,500)
Common stock issued              (3,444,500)
                            ---------------
Total liabilities assumed   $     1,700,000
                            ===============

                                Benefit                           The Pension
(Unaudited)      2007        Dynamics Inc.      Pentec Inc.      Alliance Inc.
                            ---------------   ---------------   ---------------

Fair value of assets
  acquired                  $       929,548   $     6,679,856   $     7,636,294
Cash paid                          (340,000)       (1,691,376)       (3,380,000)
Notes issued                       (200,000)       (1,450,000)         (675,000)
Common stock issued                                  (250,000)         (675,000)
                            ---------------   ---------------   ---------------
Total liabilities assumed   $       389,548   $     3,391,376   $     2,906,294
                            ===============   ===============   ===============


                                       7
<PAGE>

               National Investment Managers Inc. and Subsidiaries

          Notes to Condensed Consolidated Interim Financial Statements

                                   (Unaudited)

Note 1. Basis of Presentation and Consolidation

The accompanying  unaudited condensed  consolidated interim 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 and Item  310(b) of  Regulation  S-B.  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 condensed  consolidated  interim 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 nine and three months ended September 30, 2007 are
not  necessarily  indicative  of the  results to be  expected  for the full year
ending December 31, 2007.

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


Note 2. Background and Liquidity

National  Investment  Managers Inc. (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 September 30, 2007, the
Company  owned 18  operating  units in 12  states.  In June  2007,  the  Company
completed  a move of its  corporate  headquarters  from New York City to Dublin,
Ohio.

At  September  30,  2007,  the  Company  had  a  working   capital   deficit  of
approximately  $12.8 million,  of which  approximately  $4.6 million is unearned
revenue which  management  anticipates  will be recognized  over the next twelve
months. For the nine months ended September 30, 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. Adoption of 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
September 30, 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  sustainable  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 September  30,  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.


                                       8
<PAGE>

Note 4. New Accounting Pronouncements

In September 2006, the FASB issued  Statement of Financial  Accounting  Standard
("SFAS")  No.  157,  "Fair  Value   Measurements"   which  defines  fair  value,
establishes a framework for measuring  fair value in accordance  with  generally
accepted  accounting  principles  ("GAAP"),  and expands  disclosures about fair
value measurements. SFAS No. 157 simplifies and codifies related guidance within
GAAP, but does not require any new fair value measurements. The guidance in SFAS
No. 157  applies to  derivatives  and other  financial  instruments  measured at
estimated fair value under SFAS No. 133 and related pronouncements. SFAS No. 157
is effective for financial  statements  issued for fiscal years  beginning after
November 15, 2007,  and interim  periods  within those fiscal years.  Management
does not expect the adoption of SFAS No. 157 to have a significant effect on the
Company's financial position or results of operations.

In February  2007,  the FASB issued  SFAS No.  159,  "The Fair Value  Option for
Financial Assets and Financial  Liabilities." This Statement permits entities to
choose to measure many financial instruments at fair value. Unrealized gains and
losses on items for which the fair value option has been elected are reported in
earnings.  SFAS No. 159 is effective for fiscal years  beginning  after November
15, 2007. The Company is currently  evaluating the potential  impact, if any, of
SFAS No.  159 on its  condensed  consolidated  interim  financial  position  and
results of operations.

On November  5, 2007,  the  Securities  and  Exchange  Commission  issued  Staff
Accounting  Bulletin No. 109,  "Written Loan Commitments  Recorded at Fair Value
Through  Earnings" ("SAB 109"). SAB 109 provides  guidance on the accounting for
written  loan  commitments  recorded  at fair  value  under  generally  accepted
accounting principles (GAAP). Specifically, the SAB revises the Staff's views on
incorporating   expected  net  future  cash  flows  related  to  loan  servicing
activities in the fair value measurement of a written loan commitment.  SAB 109,
which  supersedes  SAB  105,  "Application  of  Accounting  Principles  to  Loan
Commitments",  requires  the  expected  net  future  cash  flows  related to the
associated  servicing of the loan be included in the  measurement of all written
loan commitments that are accounting for at fair value through earnings. SAB 109
is effective in fiscal  quarters  beginning  after December 15, 2007. SAB 109 is
not expected to have any impact on the condensed  consolidated interim financial
statements of the Company.


Note 5. Long-term Debt

Long-term debt activity for the nine months ended September 30, 2007 consisted
of the following:

<TABLE>
<CAPTION>
                                    (Audited)                                                               (Unaudited)
                                   Balances at                                                              Balances at
                                   December 31,          Add:              Less:             Add:          September 30,
                                       2006          New Debt (a)      Payments (b)      Amortization          2007
                                  --------------    --------------    --------------    --------------    --------------
<S>                               <C>               <C>               <C>               <C>               <C>
Convertible notes payable         $    2,320,992    $       20,415    $     (100,913)                     $    2,240,494
Secured term loans                    17,089,702         1,132,613          (302,359)                         17,919,956
Seller notes                           1,998,928         2,786,110        (1,284,240)                          3,500,798
Capitalized leases                       136,204                             (30,176)                            106,028
                                  --------------                                                          --------------
                                      21,545,826                                                              23,767,276
Less: unamortized debt discount       (1,186,515)                                              451,993          (734,522)
                                  --------------                                                          --------------
                                      20,359,311                                                              23,032,754
Less: current portion                 (5,621,921)                                                             (9,797,302)
                                  --------------                                                          --------------
                                  $   14,737,390                                                          $   13,235,452
                                  ==============                                                          ==============
</TABLE>

(a)   Incurred in connection  with the Company's  acquisitions  (see Notes 9, 10
      and 11) and  capitalized  interest  in  conjunction  with the terms of the
      March 2005  Convertible  notes  payable and the November 2005 and May 2006
      Secured term loans.
(b)   See May 2, 2007 and July 31, 2007 amendments below.

May 2, 2007 Amendment
On May 2, 2007, the Company and Laurus  entered into a Second Omnibus  Amendment
and Waiver (the  "Omnibus  Agreement")  to amend certain terms of the March 2005
Convertible Note Payable (the "March 2005 Convertible  Note"), the November 2005
Secured Term Loan (the  "November 2005 Note") and the May 2006 Secured Term Loan
(the "May 2006 Note"). Pursuant to the Omnibus Agreement, the Company and Laurus
agreed to defer the  payment of  principal  for these  notes that are due on the
first business day of May, June and July until August 1, 2007. As  consideration
for the extension to the  respective  notes,  the Company made a cash payment to
Laurus on May 2, 2007 in the amount of $130,988.

July 31, 2007 Amendment
On July 31, 2007, the Company and Laurus entered into a Third Omnibus  Amendment
and Waiver (the "Third  Omnibus  Agreement") to amend certain terms of the March
2005  Convertible  Note, the November 2005 Note and the May 2006 Note. Under the
terms of the Third  Omnibus  Agreement,  the Company and Laurus  agreed that the
Company  shall not be  required  to pay the  principal  portion  of any  monthly
principal  amount due in May,  June,  July,  August and September 2007 under the
March 2005 Convertible  Note, the November 2005 Note and the May 2006 Note until
October 1, 2007. As  consideration  for the extensions to the respective  notes,
the  Company  made a cash  payment  to Laurus on August 1, 2007 in the amount of
$86,609.


                                       9
<PAGE>


Note. 6 Stockholders' Equity

Series A Preferred Stock Conversion
During the nine months ended September 30, 2007,  holders of 500,000 and 200,000
shares of Series A  Convertible  Preferred  Stock  converted  those shares to an
equal number of shares of common stock

Series E Preferred Stock Sold
In  December  2006,  the  Company  sold  16,750  shares of  Series E  Cumulative
Convertible  Preferred  Stock (the  "Series E  Preferred  Stock") to  accredited
investors at $100.00 per share for an aggregate purchase price of $1,675,000. On
January 31,  2007,  the Company  sold 7,600  shares of Series E Preferred  Stock
accredited  investors  at $100.00 per share for an aggregate  purchase  price of
$760,000.  On  February  27,  2007,  the  Chairman  of the Board of the  Company
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  received a common stock  purchase
warrant to purchase 100 shares of common stock of the Company (the  "Warrants").
The Warrants are exercisable for a period of seven years at an exercise price of
$0.50 per share. In connection with the second closing, the Company paid $50,800
on January 31, 2007 to Westminster  Securities  Corporation  for its services as
Placement  Agent.  The Company did not pay a placement  agent fee in  connection
with the third closing.

Common Stock Issued
On February 28, 2007,  the Company  completed  the  acquisition  of Pentec Inc.,
Pentec  Capital  Management  and  The  Pension  Alliance,  Inc.  As  part of the
consideration given in these  acquisitions,  the Company issued 1,491,935 shares
of Common Stock valued at $0.62 per share. (See Notes 10 and 11.)

Stock Options Exercised
During the nine months ended  September  30,  2007,  one  shareholder  exercised
268,707 stock  options for an equal number of shares of common  stock.  A second
shareholder exercised 317,200 stock options in a cashless conversion for 251,933
shares of common stock.

Preferred Stock Dividends
During  the nine  months  ended  September  30,  2007,  the  Company  recorded a
liability of approximately $1,589,350 for preferred stock dividends.


Note 7. 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%. During the nine
and  three  month  periods  ended  September  30,  2007,  the  Company  recorded
stock-based compensation of $325,400 and $39,894, respectively.  During the nine
and  three  month  periods  ended  September  30,  2006,  the  Company  recorded
stock-based  compensation  of $708,654 and $112,920  respectively.  There was no
cash flow effect resulting from these arrangements.


Note 8. Earnings (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  available to common  stockholders
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.


                                       10
<PAGE>

Unexercised  stock options and warrants to purchase common stock,  and preferred
stock and notes convertible into common stock as of September 30, 2007 and 2006,
are as follows:

                                     September 30,    September 30,
                                         2007             2006
                                    --------------   --------------

             Options and warrants       14,677,941        9,148,848
             Preferred stock            34,510,008       26,180,008
             Convertible notes           3,788,100        2,796,379
                                    --------------   --------------
                                        52,976,049       38,125,235
                                    ==============   ==============

The foregoing  common stock  equivalents  were excluded from the  calculation of
diluted net loss per common share for the nine and three months ended  September
30, 2007 and September 30, 2006,  respectively,  since their  inclusion would be
anti-dilutive.


Note 9. Acquisition of Benefit Dynamics, Inc.

On  January 2,  2007,  the  Company  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  economics  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, 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:

             Assets aquired:
                 Customer lists/relationships        $      540,000
                 Goodwill                                   389,548
                                                     --------------
                                                            929,548
             Liabilities assumed:
                 Deferred tax liability                     216,000
                 Other liabilities assumed                  173,548
                                                     --------------
             Net purchase price                      $      540,000
                                                     ==============


                                       11
<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.


Note 10. Acquisition of Pentec, Inc. and Pentec Capital Management, Inc.

On February  28,  2007,  the Company  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 a pension
advisory  organization  with  recurring  revenue  streams and  consolidate  this
business  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                                 1,834,492
                                                     --------------
                                                          6,679,856
             Liabilities assumed:
                 Unearned revenue                         1,184,854
                 Deferred tax liability                   1,834,492
                 Other liabilities assumed                  269,134
                                                     --------------
             Net purchase price                      $    3,391,376
                                                     ==============


                                       12
<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.


Note 11. Acquisition of The Pension Alliance, Inc.

On February  28,  2007,  we entered into a Stock  Purchase  Agreement  (the "TPA
Agreement") to purchase 100% of the Common Stock of The Pension  Alliance,  Inc.
("TPA").  The Company paid  $3,250,000 in cash,  issued  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
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. 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.

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 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.

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                                 2,906,294
                                                     --------------
                                                          7,636,294
             Liabilities assumed:
                 Unearned Revenue                         1,014,294
                 Deferred tax liability                   1,892,000
                                                     --------------
             Net purchase price                      $    4,730,000
                                                     ==============


                                       13
<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.


Note 12: Unaudited Proforma Financial  Information - Nine months ended September
         30, 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, 2007.  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

                                              (Unaudited)       (Unaudited)
                                              Nine Months       Nine Months
                                                 Ended             Ended
                                             September 30,     September 30,
                                                 2007              2006

Revenues                                    $   28,251,749    $   25,902,968

Net loss available to common shareholders   $   (4,015,068)   $   (1,583,195)

Loss per common share - basic and diluted   $        (0.15)   $        (0.06)


                                                                (Unaudited)
                                                               Three Months
                                                                   Ended
                                                               September 30,
                                                                   2006

Revenues                                                      $    9,491,799

Net loss available to common shareholders                     $     (353,306)

Loss per common share - basic and diluted                     $        (0.01)


Note 13. Separation and Consulting Agreement

On May 16, 2007, the Company executed a Separation and Consulting Agreement (the
"Neuhaus  Agreement")  with Len Neuhaus,  the Company's Chief Operating  Officer
("the Former Executive").  Under the terms of the Neuhaus Agreement,  the Former
Executive will receive  compensation  through March 31, 2008 and existing health
and insurance benefits through May 31, 2008. In the event of a change in control
of ownership or upon the Company raising at least an aggregate of $10.0 million,
the Company's  obligation to the Former  Executive is accelerated.  In addition,
the Former  Executive  received  100,000  shares of common  stock.  The  Company
recorded $80,000 of stock-based  compensation during this second quarter for his
share.  The Company  recorded  compensation  expenses of $230,671 related to the
separation of the Former Executive during the second quarter. Under the terms of
the  Neuhaus  Agreement,   the  Former  Executive  made  himself  available  for
consulting  services through July 31, 2007 and received $180,000 in compensation
for those services.


                                       14
<PAGE>

ITEM 2. Management's Discussion and Analysis or Plan of Operations

Results of Operations:

Nine Month Period Ended September 30, 2007 Compared to September 30, 2006

<TABLE>
<CAPTION>
                           (Unaudited)                          (Unaudited)
                           Nine Months                          Nine Months
                               Ended                              Ended
                           September 30,         % of          September 30,         % of            $ Change          % Change
                               2007            Revenues            2006            Revenues        2007 to 2006      2007 to 2006
                           ------------     --------------     ------------     --------------     ------------     --------------
<S>                        <C>              <C>                <C>              <C>                <C>              <C>
Revenues                   $ 27,299,601              100.0%    $ 16,828,746              100.0%    $ 10,470,855               62.2%
                           ------------     --------------     ------------     --------------     ------------     --------------

Operating expenses
  Selling, general and
    administrative
    expenses                 21,982,748               80.5%      14,567,279               86.6%       7,415,469               50.9%
  Depreciation and
    amortization              5,043,801               18.5%       2,539,210               15.1%       2,504,591               98.6%
  Stock-based
    compensation                325,400                1.2%         708,654                4.2%        (383,254)             -54.1%
                           ------------     --------------     ------------     --------------     ------------     --------------

                             27,351,949              100.2%      17,815,143              105.9%       9,536,806               53.5%
                           ------------     --------------     ------------     --------------     ------------     --------------

Operating loss                  (52,348)              -0.2%        (986,397)              -5.9%         934,049              -94.7%
                           ------------     --------------     ------------     --------------     ------------     --------------

Other income (expenses):
  Gain on disposal of
    subsidiary                       --                 --          166,568                1.0%        (166,568)            -100.0%
  Change in fair value
    of derivative
    financial
    instruments                (576,131)              -2.1%       1,039,994                6.2%      (1,616,125)            -155.4%
  Interest expense           (3,755,827)             -13.8%      (3,403,341)             -20.2%        (352,486)              10.4%
  Interest, dividend
    and rental income            81,900                0.3%         137,907                0.8%         (56,007)             -40.6%
                           ------------     --------------     ------------     --------------     ------------     --------------

                             (4,250,058)             -15.6%      (2,058,872)             -12.2%      (2,191,186)             106.4%
                           ------------     --------------     ------------     --------------     ------------     --------------

Loss before deferred
  income tax benefit         (4,302,406)             -15.8%      (3,045,269)             -18.1%      (1,257,137)              41.3%

Deferred income tax
  benefit                     1,089,408                4.0%         277,072                1.6%         812,336              293.2%
                           ------------     --------------     ------------     --------------     ------------     --------------

Net loss before
  preferred
  stock dividends            (3,212,998)             -11.8%      (2,768,197)             -16.4%    $   (444,801)              16.1%
                                            ==============                      ==============     ============     ==============

Less preferred stock
  dividends                  (1,589,350)                           (985,250)
                           ------------                        ------------

Net loss available to
  common stockholders      $ (4,802,348)                       $ (3,753,447)
                           ============                        ============

Loss per common shares -
  basic and diluted        $      (0.18)                       $      (0.19)
                           ============                        ============

Weighted average common
  shares outstanding -
  basic and diluted          27,070,000                          20,084,000
                           ============                        ============
</TABLE>

Operating Loss
Revenues for the nine months ended  September 30, 2007 increased  $10,470,855 to
$27,299,601 compared to the nine months ended September 30, 2006 as shown on the
table above.  The increase in revenue and operating  expenses were due primarily
to business  generated and costs incurred by firms that were acquired during the
last six months of 2006 and the first quarter of 2007.

Operating expenses increased  $9,536,806 to $27,351,949 in the nine months ended
September 30, 2007 from the prior year's  comparable  period. As a percentage of
revenue,  operating  expenses  decreased  to 100.2% for the first nine months of
2007 compared to 105.9% during the same period last year.

Selling, general and administrative expenses increased $7,415,469 to $21,982,748
during the nine month period ended September 30, 2007 over the prior year's nine
month  comparable  period.  As a  percentage  of revenue,  selling,  general and
administrative  expenses  decreased  to 80.5% during the nine month period ended
September 30, 2007 as compared to 86.6% in the same period last year.

Depreciation and amortization increased $2,504,591 to $5,043,801 during the nine
month period ended  September 30, 2007 over the prior year's  comparable  period
primarily due to an increase in intangible  assets  recorded in connection  with
acquisitions  since October 2006. As a percentage of revenue,  depreciation  and
amortization increased to 18.5% during the nine month period ended September 30,
2007 as compared to 15.1% in the same period last year.

Stock-based  compensation  decreased  $383,254 to $325,400 from the prior year's
comparable  nine month  period due  primarily  to less  issuances  of options to
executives and employees.  As a percentage of revenue,  stock based compensation
decreased  to 1.2% in the period as  compared  to 4.2% in the same  period  last
year.

Other Income (Expenses)
Net other income (expenses) was ($4,250,058) for the nine months ended September
30, 2007 as compared to  ($2,058,872)  for the nine months ended  September  30,
2006.  The  change was due  primarily  to an  increase  in  interest  expense of
($352,486),  a change  in fair  value of  derivative  financial  instruments  of
($1,616,125)  and a decrease  in interest  and rental  income of  ($56,007).  In
addition the increase in 2007 is  attributed to a one-time gain on the sale of a
subsidiary of $166,568 that was recognized in the first nine months of 2006.

Preferred Stock Dividends
Preferred  stock  dividends were  $1,589,350 for the nine months ended September
30, 2007 as compared to $985,250  for the nine months ended  September  30, 2006
due  primarily  to the  issuance of Series D and Series E  Cumulative  Preferred
Stock Private Placements in the fourth quarter 2006 and first quarter 2007.


                                       15
<PAGE>

Three Month Period Ended September 30, 2007 Compared to September 30, 2006

<TABLE>
<CAPTION>
                           (Unaudited)                          (Unaudited)
                           Three Months                        Three Months
                               Ended                              Ended
                           September 30,         % of          September 30,         % of            $ Change          % Change
                               2007            Revenues            2006            Revenues        2007 to 2006      2007 to 2006
                           ------------     --------------     ------------     --------------     ------------     --------------
<S>                        <C>              <C>                <C>              <C>                <C>              <C>
Revenues                   $ 10,312,482              100.0%    $  6,138,429              100.0%    $  4,174,053               68.0%
                           ------------     --------------     ------------     --------------     ------------     --------------

Operating expenses
  Selling, general and
    administrative
    expenses                  7,340,175               71.2%       4,290,636               69.9%       3,049,539               71.1%
  Depreciation and
    amortization              1,772,750               17.2%         857,824               14.0%         914,926              106.7%
  Stock-based
    compensation                 39,894                0.4%         112,920                1.8%         (73,026)             -64.7%
                           ------------     --------------     ------------     --------------     ------------     --------------

                              9,152,819               88.8%       5,261,380               85.7%       3,891,439               74.0%
                           ------------     --------------     ------------     --------------     ------------     --------------

Operating income              1,159,663               11.2%         877,049               14.3%         282,614               32.2%
                           ------------     --------------     ------------     --------------     ------------     --------------

Other income (expenses):
  Change in fair value
    of derivative
    financial
    instruments                 128,119                1.2%        (424,277)              -6.9%         552,396             -130.2%
  Interest expense           (1,409,818)             -13.7%      (1,500,763)             -24.4%          90,945               -6.1%
  Interest, dividend
    and rental income            21,633                0.2%         121,600                2.0%         (99,967)             -82.2%
                           ------------     --------------     ------------     --------------     ------------     --------------

                             (1,260,066)             -12.2%      (1,803,440)             -29.4%         543,374              -30.1%
                           ------------     --------------     ------------     --------------     ------------     --------------

Loss before deferred
  income tax benefit           (100,403)              -1.0%        (926,391)             -15.1%         825,988              -89.2%

Deferred income tax
  benefit                       412,083                4.0%          95,084                1.5%         316,999              333.4%
                           ------------     --------------     ------------     --------------     ------------     --------------

Net income (loss)
  before preferred
  stock dividends               311,680                3.0%        (831,307)             -13.5%    $  1,142,987             -137.5%
                                            ==============                      ==============     ============     ==============

Less preferred stock
  dividends                    (535,650)                           (324,750)
                           ------------                        ------------

Net loss available to
  common stockholders      $   (223,970)                       $ (1,156,057)
                           ============                        ============

Loss per common shares -
  basic and diluted        $      (0.01)                       $      (0.06)
                           ============                        ============

Weighted average common
  shares outstanding -
  basic and diluted          27,889,000                          20,712,000
                           ============                        ============
</TABLE>


                                       16
<PAGE>

Operating Loss
Revenues for the three months ended  September 30, 2007 increased  $4,174,053 to
$10,312,482  compared to the three months ended  September  30, 2006 as shown on
the table  above.  The increase in revenue and in  operating  expenses  were due
primarily to business  generated and costs  incurred by firms that were acquired
during the last six months of 2006 and the first quarter of 2007.

Operating  expenses  for the three  months ended  September  30, 2007  increased
$3,891,439 to $9,152,819 over the prior year's comparable three month period. As
a  percentage  of revenue,  operating  expenses  increased  to 88.8% in the 2007
period as compared to 85.7% in the same period last year.

Selling,  general  and  administrative  expenses  for  the  three  months  ended
September 30, 2007  increased  $3,049,539  to  $7,340,175  over the prior year's
comparable three month period. As a percentage of revenue,  selling, general and
administrative expenses increased to 71.2% in the period as compared to 69.9% in
the same period last year.

Depreciation  and  amortization  for the three months ended  September  30, 2007
increased  $914,926 to $1,772,750 over the prior year's  comparable  three month
period primarily due to amortization of intangible assets acquired in connection
with  acquisitions.  As a percentage of revenue,  depreciation  and amortization
increased  to 17.2% in the 2007  period as  compared to 14.0% in the same period
last year.

Stock-based compensation for the three months ended September 30, 2007 decreased
$73,026 to $39,894  over the prior  year's  comparable  three  month  period due
primarily  to less  issuances  of  options to  executives  and  employees.  As a
percentage of revenue,  stock based compensation decreased to 0.4% in the period
as compared to 1.8% in the same period last year.

Other Income (Expenses)
Net  other  income  (expenses)  was  ($1,260,066)  for the  three  months  ended
September  30, 2007 as  compared  to  ($1,803,440)  for the three  months  ended
September  30, 2006.  The change was due  primarily to a change in fair value of
derivative financial  instruments of $552,396 and a decrease in interest expense
of $90,945, offset by a decrease in interest and rental income of ($99,967).

Preferred Stock Dividends
Preferred stock dividends were $535,650 for the three months ended September 30,
2007 as compared to $324,750 for the three months ended  September  30, 2006 due
primarily to the issuance of Series D and Series E  Cumulative  Preferred  Stock
Private Placements in the fourth quarter 2006 and first quarter 2007.

Liquidity and Capital Resources:

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

                              (Unaudited)       (Audited)
                             September 30,     December 31,
                                 2007              2006
                            --------------    --------------
Unrestricted Cash           $    1,027,799    $    6,191,301
Working Capital (deficit)   $  (12,768,939)   $   (2,566,799)
Stockholders' Equity        $   14,395,523    $   16,534,526

The Company had  unrestricted  cash as of September  30, 2007 of  $1,027,799,  a
decrease of $5,163,502 from December 31, 2006.


                                       17
<PAGE>

The decrease in cash was due to:

                                                             (Unaudited)
                                                            September 30,
                                                                2007
                                                           --------------
Net cash provided by operating activities                  $    1,017,380

Cash flows from investing activities:
  Purchases of property and equipment                            (246,726)
  Acquisition of Benefit Dynamics                                (340,000)
  Acquisition of Pentec and Pentec Capital Management          (1,691,376)
  Acquisiton of Pension Alliance                               (3,380,000)

                                                           --------------
Net cash used in investing activities                          (5,658,102)
                                                           --------------

Cash flows from financing activities:
  Payments on long-term debt and notes                         (1,717,688)
  Proceeds from sale of common and preferred shares, net        1,194,908

                                                           --------------
Net cash used in financing activities                            (522,780)
                                                           --------------

Net decrease in cash                                       $   (5,163,502)
                                                           ==============

Net cash provided by operating  activities  of  $1,017,380  was primarily due to
non-cash  expenses  of  $6,008,953,  and a  decrease  in  accrued  expenses  and
liabilities  of  $654,113,  offset by a net loss of  $3,212,998,  an increase in
receivables  and  prepaid  expenses of  $1,600,719,  and  decreases  in accounts
payable of $484,251 and unearned revenue of $347,718.

The non-cash items were primarily  composed of depreciation  and amortization of
$5,043,801,   noncash  interest  of  $1,153,028,  stock  based  compensation  of
$325,400, and change in the fair value of derivative securities of $576,131. The
non-cash  items  were  offset by a change in  deferred  income  tax  benefit  of
$1,089,408.

Net cash of $5,658,102 used in investing activities was due to funds expended in
the  acquisitions  of BDI,  Pentec and PCM, and TPA and the purchase of property
and equipment.

Net  cash  of  $522,780  used  in  financing  activities  was  primarily  due to
$1,717,688 in payments of long-term debt, offset by the receipt of $1,194,908 of
net proceeds from our Series E Preferred Stock offering.

Sale of Equity Securities
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  received 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.

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.  In
connection with such purchase,  our Chairman received 500,000 Series E Warrants.
The Series E 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.


                                       18
<PAGE>

The Company has agreed to file a registration  statement  registering the shares
of common stock  issuable upon  conversion or exercise of the shares of Series E
Preferred  Stock,  Series E  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.


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 of which there is no
guarantee we will be able to obtain on acceptable terms or at all.

Future Contractual Obligations

The  following  table  shows  the  Company's  present  and  future   contractual
obligations as of September 30, 2007:

<TABLE>
<CAPTION>
                                                                (Unaudited)
                                                            September 30, 2007
                                                          Payments due by period
                                     -----------------------------------------------------------------
                                                        Less than
                                          Total           1 year          1-3 years        3-5 years
                                     --------------   --------------   --------------   --------------
<S>                                  <C>              <C>              <C>              <C>
Operating Lease Obligations          $    3,979,555   $    1,429,469   $    2,232,835   $      317,251
                                     ==============   ==============   ==============   ==============

Employment Contracts                 $    1,103,333   $      925,000   $      178,333   $           --
                                     ==============   ==============   ==============   ==============

Short and Long Term Debt             $   23,032,754   $    9,797,302   $    5,386,924   $    7,848,528
                                     ==============   ==============   ==============   ==============

Total Contractual Cash Obligations   $   28,115,642   $   12,151,771   $    7,798,092   $    8,165,779
                                     ==============   ==============   ==============   ==============
</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.


                                       19
<PAGE>

The Company recognizes revenue from these sources, as follows:

Third party administration:

      o     Persuasive  evidence of an  arrangement  between the Company and its
            clients 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.

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  interim  financial  statements which
have been prepared in accordance with accounting  principles  generally accepted
in the United States.  The preparation of these condensed  consolidated  interim
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
interim 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  approximating 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 effect 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-KSB),  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.


                                       20
<PAGE>

Adoption of 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
September 30, 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  sustainable  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 September  30,  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.

New Accounting Pronouncements
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" which
defines  fair  value,  establishes  a  framework  for  measuring  fair  value in
accordance with generally accepted accounting  principles ("GAAP"),  and expands
disclosures about fair value measurements.  SFAS No. 157 simplifies and codifies
related  guidance  within  GAAP,  but  does  not  require  any  new  fair  value
measurements.  The  guidance  in SFAS No. 157 applies to  derivatives  and other
financial  instruments  measured at estimated  fair value under SFAS No. 133 and
related  pronouncements.  SFAS No. 157 is  effective  for  financial  statements
issued for fiscal years  beginning  after November 15, 2007, and interim periods
within those fiscal years.  Management  does not expect the adoption of SFAS No.
157 to have a significant effect on the Company's  financial position or results
of operations.

In February  2007,  the FASB issued  SFAS No.  159,  "The Fair Value  Option for
Financial Assets and Financial  Liabilities." This Statement permits entities to
choose to measure many financial instruments at fair value. Unrealized gains and
losses on items for which the fair value option has been elected are reported in
earnings.  SFAS No. 159 is effective for fiscal years  beginning  after November
15, 2007. The Company is currently  evaluating the potential  impact, if any, of
SFAS No.  159 on its  condensed  consolidated  interim  financial  position  and
results of operations.

On November  5, 2007,  the  Securities  and  Exchange  Commission  issued  Staff
Accounting  Bulletin No. 109,  "Written Loan Commitments  Recorded at Fair Value
Through  Earnings" ("SAB 109"). SAB 109 provides  guidance on the accounting for
written  loan  commitments  recorded  at fair  value  under  generally  accepted
accounting principles (GAAP). Specifically, the SAB revises the Staff's views on
incorporating   expected  net  future  cash  flows  related  to  loan  servicing
activities in the fair value measurement of a written loan commitment.  SAB 109,
which  supersedes  SAB  105,  "Application  of  Accounting  Principles  to  Loan
Commitments",  requires  the  expected  net  future  cash  flows  related to the
associated  servicing of the loan be included in the  measurement of all written
loan commitments that are accounting for at fair value through earnings. SAB 109
is effective in fiscal  quarters  beginning  after December 15, 2007. SAB 109 is
not expected to have any impact on the condensed  consolidated interim financial
statements of the Company.


                                       21
<PAGE>

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  are  derived  from  fees,
typically  based on a  percentage  of  assets  under  management,  for  offering
financial  advice and related  services to clients.  A decrease in stock  prices
would  reduce fees that are based on a percentage  of assets  under  management.
Furthermore,  we 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 are 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
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  investing  more
defensively or surrendering products to increase personal cash flow.


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 September 30, 2007 that has materially affected,
or is  reasonably  likely  to  materially  affect,  our  internal  control  over
financial reporting.


                                       22
<PAGE>

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  "Series E  Warrants").  The Series E 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.


                                       23
<PAGE>

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  there-under.  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 into an employment  agreement with John
Davis  pursuant to which he was 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.  On May 21,  2007,  as part of his  appointment  as  Chief  Operating
Officer, Mr. Davis' agreement was amended to change the criteria for issuing the
latter  100,000  shares and to add an additional  100,000 shares to be issued on
March 31, 2008.

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  Non-statutory  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 the March 2005
Convertible Note, the November 2005 Note and the May 2006 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 2005 Convertible Note, the November 2005
Note  and the  May  2006  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.

May 16, 2007
On May 16, 2007, the Company executed a Separation and Consulting Agreement with
Len Neuhaus,  the Company's former Chief Operating  Officer.  Under terms of the
agreement; Mr. Neuhaus received 100,000 shares of common stock.

July 31, 2007
On July 31,  2007,  the  Company  and  Laurus  entered  into the  Third  Omnibus
Amendment and Waiver (the "Third  Omnibus  Agreement") to amend certain terms of
the March 2005  Convertible  Note, the November 2005 Note and the May 2006 Note.
Pursuant to the Third 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,  July,  August and September 2007 under the
March 2005 Convertible  Note, the November 2005 Note and the May 2006 Note until
October 1, 2007. As  consideration  for the  extensions to the  respective  term
notes, the Company made a cash payment to Laurus on August 1, 2007 in the amount
of $86,609.

Series A Preferred Stock Conversion
During the nine months ended September 30, 2007,  holders of 500,000 and 200,000
shares of Series A  Convertible  Preferred  Stock  converted  those shares to an
equal number of shares of common stock

Stock Options Exercised
During the nine months ended  September  30,  2007,  one  shareholder  exercised
268,707 stock  options for an equal number of shares of common  stock.  A second
shareholder exercised 317,200 stock options in a cashless conversion for 251,933
shares of common stock.



                                       24
<PAGE>


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  stockholders,  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.

On May 16, 2007, the Company executed a Separation and Consulting Agreement (the
"Neuhaus  Agreement")  with Len Neuhaus,  the Company's  former Chief  Operating
Officer. Under the terms of the Agreement,  Mr. Neuhaus will continue to receive
compensation  through March 31, 2008 and existing health and insurance  benefits
through May 31, 2008. In addition,  he received an additional  100,000 shares of
common  stock.  The  Company  recorded  expenses  of  $230,671  related  to  the
separation.  Under the terms of the Neuhaus Agreement,  Mr. Neuhaus made himself
available for consulting services through July 31, 2007 and received $180,000 in
compensation for those services.


                                       25
<PAGE>

Item 6. Exhibits

Exhibit
Number      Description

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.(Incorporated  by  reference  to /Form SB-2 filed with the
            Securities  and  Exchange  Commission  on August 21,  2006 (File No.
            333-136790))

3.6         Articles of Amendment to the Articles of  Incorporation  dated March
            2,  2005.(Incorporated  by  reference  to /Form  SB-2 filed with the
            Securities  and  Exchange  Commission  on August 21,  2006 (File No.
            333-136790))

3.7         Articles of Amendment to the Articles of  Incorporation  dated March
            15,  2005.  (Incorporated  by reference to /Form SB-2 filed with the
            Securities  and  Exchange  Commission  on August 21,  2006 (File No.
            333-136790))

3.8         Articles of Amendment to the Articles of  Incorporation  dated March
            21,  2005.  (Incorporated  by reference to /Form SB-2 filed with the
            Securities  and  Exchange  Commission  on August 21,  2006 (File No.
            333-136790))

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))


                                       26
<PAGE>

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))

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.)


                                       27
<PAGE>

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))

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))


                                       28
<PAGE>

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)

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/Afield  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/Afield 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))


                                       29
<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))


                                       30
<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))


                                       31
<PAGE>

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))

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))


                                       32
<PAGE>

            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))

10.72       Second Omnibus Amendment and Waiver, dated as of May 2, 2007, by and
            between National Investment  Managers,  Inc. and Laurus Master Fund,
            Ltd.  (Incorporated  by  reference  to the Form 8-K  filed  with the
            Securities and Exchange Commission on May 2, 2007)

10.73       Separation  and Consulting  Agreement,  dated as of May 16, 2007, by
            and between National Investment  Managers,  Inc. and Leonard Neuhaus
            (Incorporated by reference to the Form 8-K filed with the Securities
            and Exchange Commission on May 16, 2007)

10.74       Third Omnibus  Amendment  and Waiver,  dated as of July 31, 2007, by
            and between  National  Investment  Managers,  Inc. and Laurus Master
            Fund, Ltd. (Incorporated by reference to the Form 8-K filed with the
            Securities and Exchange Commission on July 13, 2007)

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), Separation and Consulting Agreements by and between
            the Company and Leonard  Neuhaus  incorporated  by reference to Form
            8-K filed with the  Securities  and Exchange  Commission on May ___,
            2007

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


                                       33
<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: November 14, 2007                By: /s/ Steven Ross
                                           -------------------------------------
                                           STEVEN ROSS
                                           Chief Executive Officer and Director


Date: November 14, 2007                By: /s/ John M. Davis
                                           -------------------------------------
                                           JOHN M. DAVIS
                                           President and Chief Operating Officer


Date: November 14, 2007                By: /s/ John Schroepfer
                                           -------------------------------------
                                           JOHN SCHROEPFER
                                           Interim Chief Financial Officer


                                       34