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, 2006 OR

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to ________

           Commission file number          000-51252
                                           ----------
                        NATIONAL INVESTMENT MANAGERS INC.
             (Exact name of registrant as specified in its charter)

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                            Yes |X|         No |_|
                               ----           ----

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act)

                            Yes |_|         No |X|
                               ----           ----

As of November 14, 2006, 24,627,045 shares of $.001 par value common stock of
the registrant were outstanding.

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

<PAGE>

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

                                      INDEX
                                      -----

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

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

Condensed Consolidated Balance Sheets - September 30, 2006 (unaudited)
and December 31, 2005 (audited)                                              3-4
Condensed Consolidated Statements of Operations - Nine Months ended
September 30, 2006 and 2005 (unaudited)                                        5
Condensed Consolidated Statements of Operations - Three Months ended
September 30, 2006 and 2005 (unaudited)                                        6
Condensed Consolidated Statements of Cash Flows - Nine Months ended
September 30, 2006 and 2005 (unaudited)                                      7-9
Notes to Condensed Consolidated Financial Statements                        9-19

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations                                                      20-26

Item 3. Quantitative and Qualitative Disclosures about Market Risks           26

Item 4. Controls and Procedures                                               27

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

Item  1. Legal Proceedings                                                    27

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds        27-28

Item 3. Defaults upon Senior Securities                                       28

Item 4. Submission of Matters to a Vote of Security Holders                   28

Item 5. Other Information                                                     29

Item 6. Exhibits                                                           29-30

SIGNATURES                                                                    30

                                       2
<PAGE>

Item 1. Financial Statements

               National Investment Managers Inc. and Subsidiaries
                      Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>

                                                                                     September 30,       December 31,
                                                                                         2006                2005
                                                                                   ----------------    ----------------
                                                                                      (Unaudited)          (Audited)
<S>                                                                                <C>                 <C>
CURRENT ASSETS:
   Cash                                                                             $     1,114,033     $     5,964,192
   Accounts receivable, net                                                               2,721,164           1,678,797
   Non trade receivable                                                                          --             150,000
   Prepaid financing costs                                                                  273,792             142,375
   Prepaid directors and officers liability insurance                                        77,852              12,222
   Prepaid expenses and other current assets                                                289,389             272,326
                                                                                   ----------------    ----------------

       Total current assets                                                               4,476,230           8,219,912
                                                                                   ----------------    ----------------

PROPERTY AND EQUIPMENT, net                                                                 798,044             701,433
                                                                                   ----------------    ----------------

OTHER ASSETS
Goodwill                                                                                 13,753,792           9,818,274
Customer lists/relationships                                                             15,899,738          13,984,332
Other intangibles                                                                         2,602,919           3,114,565
Deferred financing costs                                                                    575,923             301,996
Restricted cash                                                                           6,738,466
                                                                                   ----------------    ----------------
                                                                                         39,570,838          27,219,167
                                                                                   ----------------    ----------------

                                                                                    $    44,845,112     $    36,140,512
                                                                                   ================    ================

CURRENT LIABILITIES:
   Long-term debt, current portion                                                  $     4,134,418     $     4,965,019
   Accounts payable                                                                         579,536             623,124
   Unearned revenues                                                                      1,971,840           2,309,084
   Accrued expenses and other current liabilities                                         2,446,151           2,336,244
                                                                                   ----------------    ----------------

       Total current liabilities                                                          9,131,945          10,233,471
                                                                                   ----------------    ----------------

LONG-TERM LIABILITIES:
   Long-term debt, less current portion                                                  15,081,354           9,731,448
   Preferred dividends payable                                                            1,398,352             413,101
   Derivative financial instruments                                                         787,417           1,296,422
   Deferred tax liability                                                                 3,921,496           2,676,788
                                                                                   ----------------    ----------------

       Total long-term liabilities                                                       21,188,619          14,117,759
                                                                                   ----------------    ----------------

                 Total liabilities                                                       30,320,564          24,351,230
                                                                                   ----------------    ----------------

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 3,620,000 and 3,820,000 shares issued
   and outstanding (liquidation preference
   $3,620,000 and $3,820,000), respectively; 4,000,000 designated as Series B
   shares of which 3,715,000 and 3,815,000 shares issued and outstanding
   (liquidation preference $3,715,000 and $3,815,000), respectively; 1,000,000
   designated as Series C shares of which 883,334 shares issued and outstanding
   respectively, (liquidation preference $10,600,008); 500,000 designated as
   Series D shares of which 226,500 and 0 shares issued and outstanding
   respectively, (liquidation preference $4,530,000)                                          8,445               8,518

   Common Stock, $.001 par value 100,000,000 shares authorized, 21,627,045                   21,627              15,452
   and 15,452,110 shares issued and outstanding, respectively
   Additional paid-in capital                                                            21,541,353          15,058,742
   Accumulated deficit                                                                   (7,046,877)         (3,293,430)
                                                                                   ----------------    ----------------
       Total stockholders' equity                                                        14,524,548          11,789,282
                                                                                   ----------------    ----------------

                                                                                    $    44,845,112     $    36,140,512
                                                                                   ================    ================

</TABLE>

See accompanying notes to condensed consolidated financial statements

                                       3
<PAGE>

               National Investment Managers Inc. and Subsidiaries
                 Condensed Consolidated Statements of Operations
                           For the nine months ended,
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                   September 30,       September 30,
                                                                       2006                2005

<S>                                                              <C>                 <C>
Revenues:                                                         $    16,828,746     $     1,952,999
                                                                 ----------------    ----------------

Operating expenses
      Selling, general and administrative                              14,567,279           2,369,169
      Depreciation and amortization                                     2,539,210             368,729
      Stock based compensation                                            708,654              11,810
                                                                 ----------------    ----------------

                                                                       17,815,143           2,749,708
                                                                 ----------------    ----------------

Operating loss                                                           (986,397)           (796,709)
                                                                 ----------------    ----------------

Other income (expense):
      Reverse acquisition costs                                                --            (215,000)
      Gain on sale of subsidiary                                          166,568                  --
      Change in fair value of derivative financial instruments          1,039,994                  --
      Interest expense                                                 (3,403,341)           (531,636)
      Interest, dividend and rental income                                137,907              34,871
                                                                 ----------------    ----------------
                                                                       (2,058,872)           (711,764)
                                                                 ----------------    ----------------

Loss before deferred income tax benefit                                (3,045,269)         (1,508,474)

Deferred income tax benefit                                               277,072             186,204
                                                                 ----------------    ----------------

Net loss                                                               (2,768,197)         (1,322,270)

Preferred dividends                                                      (985,250)           (183,203)
                                                                 ----------------    ----------------

Net loss available to common shareholders                         $    (3,753,447)    $    (1,505,473)
                                                                 ================    ================

Basic and diluted loss per common share                           $         (0.19)    $         (0.12)
                                                                 ================    ================

Weighted average number of commons shares outstanding                  20,084,000          13,088,000
                                                                 ================    ================

</TABLE>

See accompanying notes to condensed consolidated financial statements


                                       4
<PAGE>

               National Investment Managers Inc. and Subsidiaries
                 Condensed Consolidated Statements of Operations
                           For the three months ended,
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                   September 30,       September 30,
                                                                       2006                2005
                                                                 ----------------    ----------------
<S>                                                              <C>                 <C>
Revenues:                                                         $     6,138,429     $       783,845
                                                                 ----------------    ----------------

Operating expenses
      Selling, general and administrative                               4,290,636             978,307
      Depreciation and amortization                                       857,824             183,321
      Stock based compensation                                            112,920               7,381
                                                                 ----------------    ----------------
                                                                        5,261,380           1,169,009
                                                                 ----------------    ----------------

Operating income (loss)                                                   877,050            (385,164)
                                                                 ----------------    ----------------

Other income (expense):
      Change in fair value of derivative financial instruments           (424,277)
      Interest expense                                                 (1,500,763)           (302,210)
      Interest, dividend and rental income                                121,600              10,428
                                                                 ----------------    ----------------
                                                                       (1,803,440)           (291,782)
                                                                 ----------------    ----------------

Loss before deferred  income tax benefit                                 (926,390)           (676,946)

Deferred income tax benefit                                                95,084              94,810
                                                                 ----------------    ----------------

Net loss                                                                 (831,306)           (582,136)

Preferred dividends                                                      (324,750)            (57,300)
                                                                 ----------------    ----------------

Net loss available to common shareholders                         $    (1,156,056)    $      (639,436)
                                                                 ================    ================

Basic and diluted loss per common share                           $         (0.06)    $         (0.05)
                                                                 ================    ================

Weighted average number of common shares outstanding                   20,712,000          13,534,000
                                                                 ================    ================

</TABLE>

See accompanying notes to condensed consolidated financial statements


                                       5
<PAGE>

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

<TABLE>
<CAPTION>

                                                       September 30,      September 30,
                                                           2006                2005
                                                      ---------------    ---------------
<S>                                                   <C>                <C>
Net cash used in operating activities                 $      (988,005)   $      (523,595)
                                                      ---------------    ---------------

Cash flows from investing activities:
Purchases of property and equipment                          (156,875)           (43,235)
Acquisition of SHRA Group                                  (2,452,352)
Acquisition of Valley Forge                                (3,482,500)
Proceeds from sale of MLK Group                               900,000
Decrease in receivable from ABR trustee                       150,000
Cash acquired (reverse merger transaction)                                        10,618
Increase in restricted cash (for acquisition
 purposes)                                                 (6,738,466)
                                                      ---------------    ---------------

Net cash provided by used in investing activities          (9,327,841)        (2,484,969)
                                                      ---------------    ---------------

Cash flows from financing activities:
Proceeds from convertible notes                                                3,500,000
Proceeds from short-term debt                                                    110,000
Proceeds from long-term debt (Laurus)                       7,000,000
Payments on short-term debt and notes                      (3,208,841)          (163,001)
Proceeds from common and preferred                          2,231,529          1,906,758
 stock sales, net
Payment of deferred financing costs                          (557,000)          (179,000)
                                                      ---------------    ---------------

Net cash provided by financing activities                   5,465,688          5,174,757
                                                      ---------------    ---------------

Increase (decrease) in cash                                (4,850,159)         2,166,194

Cash, beginning of period                                   5,964,192             89,779

                                                      ---------------    ---------------
Cash, end of period                                   $     1,114,033    $     2,255,973
                                                      ===============    ===============

Supplemental disclosure of cash flow information:
Interest paid                                         $     1,435,130    $       165,728
                                                      ===============    ===============

Supplemental disclosures of noncash investing and
 financing activities:

Accrued preferred dividends                           $       985,250    $       183,203
                                                      ===============    ===============

Conversion of debt and accrued interest into
 common stock                                         $            --    $       221,109
                                                      ===============    ===============

Conversion of accrued interest into debt              $       543,689    $            --
                                                      ===============    ===============

Non-cash component of proceeds from sale of MLK
 Group                                                $       290,000    $            --
                                                      ===============    ===============


Warrants and embedded conversion feature associated
 with debt financing                                  $       405,471    $     1,180,000
                                                      ===============    ===============

</TABLE>

See accompanying notes to condensed consolidated financial statements


                                       6
<PAGE>

In conjunction with the Company's 2006 acquisition of Valley Forge, common stock
was issued and liabilities were assumed as follows:

Fair value of assets acquired                                       $ 8,542,000
Cash paid                                                            (3,397,500)
Common stock issued                                                  (3,444,500)
                                                                    -----------
Liabilities assumed                                                 $ 1,700,000
                                                                    ===========

In conjunction with the Company's 2005 acquisition of the SHRA Group for
consideration of $3,500,000, notes and common stock were issued, as follows:

Fair value of assets acquired                                       $ 4,863,638
Cash paid                                                            (2,100,000)
Common stock issued                                                    (500,000)
Notes issued                                                           (900,000)
Acquisition costs                                                      (116,884)
                                                                    -----------

Liabilities assumed                                                 $ 1,246,754
                                                                    ===========


                                       7
<PAGE>

               NATIONAL INVESTMENT MANAGERS INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1.  Unaudited Statements

The accompanying unaudited condensed consolidated financial statements included
herein have been prepared in accordance with generally accepted accounting
principles for interim period reporting in conjunction with the instructions to
Form 10-QSB. Accordingly, these statements do not include all of the information
required by generally accepted accounting principles for annual financial
statements. In the opinion of management, all known adjustments (consisting of
normal recurring accruals and reserves) necessary to present fairly the
financial position, results of operations and cash flows as of and for the
interim periods have been included. It is suggested that these interim condensed
consolidated financial statements be read in conjunction with the consolidated
financial statements and related notes included in National Investment Managers
Inc. Form 10-KSB for the year ended December 31, 2005.

The operating results for the three months and nine months ended September 30,
2006 are not necessarily indicative of the results to be expected for the
December 31, 2006 year end.

The condensed consolidated balance sheet as of December 31, 2005, as presented
herein was derived from audited consolidated financial statements but does not
include all disclosures required by generally accepted accounting principles.

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

Note 2.  Background

National Investment Managers Inc. ("NIM" or the "Company") is in the principal
business of acquiring and managing operating entities that offer third party
administration primarily of retirement plans, financial and investment advisory
services and insurance products to small and medium sized businesses in the
United States and to high-net worth individuals. As of September 30, 2006, the
Company owned 14 operating units in seven states.

At September 30, 2006, the Company had a working capital deficit of
approximately $4.7 million. For the nine months ended September 30, 2006, the
Company had a net loss and net cash used in operations of approximately $2.8
million and $1.0 million, respectively. 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.


                                       8
<PAGE>

Note 3.  Debt

Convertible Notes Payable -

In January 2005, we entered into an agreement to borrow up to $500,000 in senior
secured notes (the "2005 Notes") from a principal stockholder. In January 2005,
we borrowed $350,000 pursuant to this agreement. In May 2005, we borrowed an
additional $150,000 under this facility. The 2005 Notes bore interest at the
rate of 12% per annum and interest was payable quarterly in arrears on the last
day of each quarter. Effective June 30, 2005, the lender elected to convert the
2005 Notes into convertible notes (the "2005 Convertible Notes"). The 2005
Convertible Notes had a term of three years and were convertible into common
stock at $.68 per share. The 2005 Convertible Notes bore interest only for the
first six months and amortized 1/30th per month thereafter, commencing October
10, 2005. The 2005 Convertible Notes were secured by a second lien on all of the
Company's assets and guaranteed by each of the subsidiaries, subordinate in
right of payment to the Laurus Master Fund, Ltd. convertible term note issued by
the Company. The 2005 Convertible Notes were pre-payable in cash, at 115% of the
principal amount thereof. The 2005 Convertible Notes were issued with a five
year warrant (the "Five Year Warrant") to purchase 367,647 shares of common
stock of the Company at $.1667 per share.

The Company determined the initial carrying value of the 2005 Convertible Notes
by a two-step allocation process: first to the associated Five Year Warrant and
second, to an embedded conversion option. First, the Company allocated the
proceeds from the sale of the Note between the Note and the Five Year Warrant
based upon their relative fair values, which resulted in recording a discount on
the Note. The value of the Five Year Warrant was computed using the
Black-Scholes option pricing model. Second, in accordance with Emerging Issues
Task Force (EITF) No. 00-27, "Application of Issue 98-5 to Certain Convertible
Instruments", after allocating the Note proceeds as described above, the Company
calculated the embedded conversion price and used it to measure the intrinsic
value of the embedded conversion option. Since the conversion price was less
than the fair value of the Company's stock at the closing date, an embedded
conversion option was recorded as paid in capital.

As a result of the Company's allocations above, $350,000 of the principal amount
of the Note was allocated to the Five Year Warrant and embedded conversion
option. This amount was amortized as additional (non-cash) interest expense with
a corresponding increase to the Note over the life of the Note until the Note
was repaid.

On June 9, 2006, the Company prepaid the 2005 Convertible Notes in full by
payment in the amount of $430,500.25, which represented 115% of the then
outstanding principal amount of the Note and all accrued interest thereon.

During the nine months ended September 30, 2006 and 2005, the Company amortized
approximately $270,000 and $90,000, respectively, of non-cash interest expense
related to this Note. During the three months ended September 30, 2006 and 2005,
the Company amortized approximately $0 and $30,000, respectively, of non-cash
interest expense related to this Note.


                                       9
<PAGE>

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

Convertible Notes Payable

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

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

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

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

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


                                       10
<PAGE>

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

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

Pursuant to Paragraph 14 of EITF No. 00-19, "Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company's Own Stock", the
Warrant and option issued in connection with the convertible notes payable meet
the requirements of and are accounted for as a liability since the option and
warrant contain registration rights where significant liquidated damages would
be required to be paid to the holder in the event the Company failed to receive
an effective registration. The embedded conversion option is also accounted for
as a liability since the convertible notes payable are not considered
"conventional convertible debt" under EITF 00-19 because of the anti-dilutive
conversion price reset provision. The initial value of the option, warrant and
embedded conversion option (collectively, "derivative financial instruments")
was treated as a discount to the convertible notes payable and recorded as a
liability. The Company calculated the initial value of the derivative financial
instruments on the closing date of the transaction as being $1,172,688 as
determined using a Black-Scholes option pricing model with the following
assumptions: expected term - 3-8 years, volatility - 25%, risk free rate - 4%,
and zero dividend yield. Using the Black-Scholes option-pricing method, the
value of the derivative financial instruments are reassessed at each balance
sheet date and marked to market as a derivative gain or loss until exercised or
expiration. Upon exercise or conversion of the derivative financial instruments,
the related liability is removed by recording an adjustment to additional
paid-in-capital. The derivative financial instruments have a value of $531,731
at September 30, 2006.

Secured Term Loan - November 30, 2005

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


                                       11
<PAGE>

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

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

Of the $9,200,000 principal amount of the Term Note and November 2005 Shares,
the Company has allocated $554,217 as the estimated value of the November 2005
Shares issued with the Term Note. This amount is being amortized as additional
interest expense with a corresponding increase to notes payable over the life of
the Term Note using the effective interest method until the Term Note is repaid.
At September 30, 2006, approximately $112,000 has been amortized and the
remaining balance of approximately $442,000 at September 30, 2006 is reflected
as a reduction of notes payable.

Secured Term Loan - May 30, 2006

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

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

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


                                       12
<PAGE>

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

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

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

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

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

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


                                       13
<PAGE>

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

Pursuant to Paragraph 14 of EITF No. 00-19, the May 2006 Warrant issued in
connection with the note payable meets the requirements of and are accounted for
as a liability since the May 2006 Warrant contains registration rights where
significant liquidated damages would be required to be paid to the holder in the
event the Company failed to receive an effective registration. The initial value
of the May 2006 Warrant was treated as a discount to the convertible notes
payable and recorded as a liability. The Company calculated the initial value of
the derivative financial instrument on the closing date of the transaction as
being $405,471 as determined using a Black-Scholes option pricing model with the
following assumptions: expected term - 5 years, volatility - 25%, risk free rate
- 4%, and zero dividend yield. Using the Black-Scholes option-pricing method,
the value of the derivative financial instruments are reassessed at each balance
sheet date and marked to market as a derivative gain or loss until exercised or
expiration. Upon exercise or conversion of the derivative financial instruments,
the related liability is removed by recording an adjustment to additional
paid-in-capital. The derivative financial instruments have a value of $255,687
at September 30, 2006.

Amendment to Previous Laurus Financings in Connection with May 2006 Loan

March 2005 Loan

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

      Amortizing payments of the outstanding principal amount of the March 2005
Convertible Note contained in the restricted account, referred to as the
"Amortizing Principal Amount", began on July 1, 2005, in monthly installments of
 $14,705.88, which was increased to $100,912.78 following the release of funds
from the restricted account, on the first day of each succeeding calendar month
until paid, together with accrued and unpaid interest (whether by the payment of
cash or by the conversion of such principal into common stock). In connection
with the May 2006 financing, Laurus and the Company agreed that the Company will
not be required to make its Amortizing Principal Amount payments commencing on
June 1, 2006 through March 31, 2007. Such payments shall resume on April 1,
2007. In addition, the exercise price of the March 2005 Warrant was reduced from
$1.00 to $0.50.

November 2005 Loan

      On November 30, 2005, we issued to Laurus (i) a $9,200,000 in a secured
term note (the "November 2005 Term Note") and (ii) 1,108,434 shares of our
common stock. Commencing June 1, 2006, the Company was required to commence
making monthly amortizing payments in the amount of $219,047.62. In connection
with the May 2006 financing, Laurus and the Company agreed that the Company will
not be required to make its monthly amortizing payments commencing on June 1,
2006 through March 31, 2007. Such payments shall resume on April 1, 2007.


                                       14
<PAGE>

August 10, 2006 Amendment

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

Note 5.  Stockholders' equity

During the nine months ended September 30, 2006, stockholders' equity was
primarily increased as a result of

      o     stock-based compensation in the amount of approximately $709,000
      o     issuance of 4,150,000 shares of common stock valued at $3,444,500 in
            connection with the VFE acquisition
      o     a private placement of Series D Convertible Preferred securities at
            $10 per share (with each share convertible into 20 shares of common
            stock ) generating gross proceeds of $2,265,000 (subsequent to
            September 30, 2006, the Company received additional gross proceeds
            of approximately $1,350,000)
      o     the exercise of stock options in the amount of $6,667.

During the nine months ended September 30, 2006, stockholders' equity was
decreased as a result of preferred dividends of approximately $985,000 and the
net loss.

Note 6.    Stock-Based Compensation

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

There was no cash flow effect resulting from these arrangements.

Note 7.  Net Income (Loss) Per Common Share

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


                                       15
<PAGE>

Unexercised stock options and warrants to purchase common stock, and Preferred
Stock and Notes convertible into common stock as of September 30, 2006 and 2005,
are as follows:

                                                September 30,     September 30,
                                                     2006              2005
                                               ---------------   ---------------

Options and warrants                                 9,148,848         1,007,296
Preferred stock                                     26,180,008         5,004,738
Convertible notes                                    2,796,379         4,332,034
                                               ---------------   ---------------
                                                    38,125,235        10,344,068
                                               ===============   ===============

The foregoing common stock equivalents were excluded from the calculation of
diluted net loss per common share for the nine months and three months ended
September 30, 2006 and 2005 since their inclusion would be anti-dilutive.

Note 8.  Acquisition of Valley Forge Enterprises, Ltd.

On January 4, 2006 (effective January 1, 2006), NIM and its wholly-owned
subsidiary, VFE Merger Corp. ("Merger Company"), a Pennsylvania corporation,
entered into an Agreement and Plan of Merger (the "Agreement") with Valley Forge
Enterprises, Ltd., a Pennsylvania corporation ("Valley Forge"), Jack C. Holland
("Holland") and Steven R. Eyer ("Eyer"). Holland and Eyer collectively owned
100% of the issued and outstanding capital stock of Valley Forge and are
hereinafter sometimes referred to as the "Valley Forge Shareholders". Concurrent
with the execution of the Agreement, Valley Forge merged into Merger Company
resulting in the separate existence of Valley Forge ceasing and all rights,
liabilities and assets being transferred to Merger Company (the "Merger") and
the name of Merger Company being changed to "Valley Forge Enterprises, Ltd." In
consideration for the Valley Forge Shareholders entering into the Merger, the
Company issued an aggregate of 4,150,000 shares valued at $.83 per share of
common stock of the Company to the Valley Forge Shareholders and made an
aggregate payment in the amount of $3,155,500 to the Valley Forge Shareholders,
for total consideration of $6,600,000.

The Company's strategy in purchasing Valley Forge was to acquire a pension
advisory, investment management and general insurance agency organization with
recurring revenue streams, and consolidate these businesses to take advantage of
economies of scale, efficiencies, and cross-selling opportunities. Valley Forge
had demonstrated stable revenue growth and cash flow with low client attrition
rates. The Company plans to enhance revenues in Valley Forge 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 Valley Forge to us,
Holland and Eyer were each awarded a one year employment agreement, and agreed
to be bound by three year non-compete and non-solicit agreements.

The acquisition of Valley Forge 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.


                                       16
<PAGE>

The total purchase price for the acquisition of Valley Forge of $8,627,000
(including $327,000 of acquisition costs) is being allocated as follows:

Assets acquired:

     Property and equipment                                           $  100,000
     Customer lists/relationships                                      3,680,000
     Covenant not to compete                                             384,000
     Employment agreements                                               200,000
     Goodwill                                                          4,263,000
                                                                      ----------
                                                                       8,627,000

Liabilities assumed:
     Deferred tax liability                                            1,700,000
                                                                      ----------

Net purchase price                                                    $6,927,000
                                                                      ==========

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

In connection with the Valley Forge acquisition, the Company became obligated to
make an aggregate annual payment of $75,000 under a one-year employment
agreement with each of Holland and Eyer. The Company also became obligated to
issue options to purchase 50,000 shares of common stock at an exercise price of
$1.00 per share and 50,000 shares of common stock at an exercise price of $.83
per share to Holland, 50,000 shares of common stock at an exercise price of
$1.00 per share to Eyer and 21,500 shares of common stock at an exercise price
of $1.00 per share to the employees of Valley Forge.

Note 9.  Subsequent Events

Acquisition

On October 3, 2006, the Company entered into and closed a Stock Purchase
Agreement (the "Agreement") with THE LAMCO Group, Inc., a Florida corporation
("Lamco"), Lamoriello & Co., Inc., a Rhode Island corporation ("LCI"), Circle
Pension, Inc., a New York corporation ("CPI"), Southeastern Pension Services,
Inc., a Florida corporation ("SPSI") and Nicholas J. Lamoriello ("Lamoriello").
Pursuant to the Agreement, the Company acquired and, Lamco sold, 100% of the
outstanding securities in LCI, CPI and SPSI (collectively, the "Lamco Acquired
Companies"). In consideration for the Lamco Acquired Companies, the Company paid
Lamco $1,450,000 in cash, paid Lamoriello $1,374,907 representing debt owed by
the Lamco Acquired Companies to Lamoriello and paid $362,424 to the Bank of
America, N.A. representing debt owned by the Lamco Acquired Companies to the
Bank of America, N.A. In addition, as additional consideration, the Company
issued 3,000,000 shares of common stock to Lamco at a price of $0.50 per share
representing an additional purchase price of $1,500,000 (the "Lamco Shares") and
an option to purchase 300,000 shares of common stock of the Company at $0.50 per
share for a period of five years to Lamoriello (the "Lamoriello Option").
1,700,000 of the Lamco Shares (the "Lamco Escrow Shares") were placed into
escrow as further described below. The Company granted Lamco piggyback
registration rights and demand registration rights subsequent to June 30, 2007
with respect to the Lamco Shares.


                                       17
<PAGE>

Employment agreement with Steven Ross

On October 24, 2006, the Company entered into an employment agreement with
Steven Ross, the Company's Chief Executive Officer through March 31, 2008. Mr.
Ross is entitled to the following compensation pursuant to the employment
agreement:

      o     annual compensation in the amount of $350,000;
      o     upon the Company reaching quarterly earnings before interest, taxes,
            depreciation, amortization and stock based compensation ("EBITDA
            SBC") in excess of $2,250,000, the annual compensation shall
            increase to $400,000;
      o     upon signing the agreement, Mr. Ross received a bonus of $100,000;
      o     in the event that the annual EBITDA SBC for the year ended December
            31, 2007 exceeds $10,000,000, then Mr. Ross may be eligible for a
            bonus equal to 50% of his then base salary;
      o     800,000 restricted shares of common stock of which 100,000 are
            issuable immediately, 100,000 are issuable on the earlier of March
            28, 2007 or termination of the employment agreement, 100,000 in the
            event that the Company reaches a cumulative EBITDA SBC for the
            quarters ended June 30, 2006 through December 31, 2006 exceeding
            $4,000,000 and 500,000 in the event that the Company reaches a
            cumulative EBITDA SBC for the year ended December 31, 2007 exceeding
            $10,000,000;
      o     a housing and office allowance of $5,000 per month; and
      o     participation in standard benefit plans.

Unregistered sale of equity securities

On September 21, 2006, six accredited investors purchased 226,500 shares of
Series D Cumulative Convertible Preferred Stock (the "Series D Preferred Stock")
from the Company at $10.00 per share for a purchase price of $2,265,000. On
November 8, 2006, seven additional investors purchased 135,000 shares of Series
D Preferred Stock from the Company at $10.00 per share for a purchase price of
$1,350,000. As a result of the two aforementioned closings, the Company has sold
an aggregate of 361,500 shares of Series D Preferred Stock to the investors for
an aggregate purchase price of $3,615,000.

For each share of Series D Preferred Stock purchased, each investor received a
common stock purchase warrant to purchase ten shares of common stock of the
Company (the "D Warrants"). The D Warrants shall be exercisable for a period of
seven years at an exercise price of $0.50 per share. The funds raised in the
first closing were utilized by the Company for working capital, future
acquisitions and the payment of debt in connection with previous acquisitions.
The Company intends to utilize the funds raised in the second closing for
working capital and acquisitions.

Each share of Series D Preferred Stock is convertible, at any time at the option
of the holder, into 20 shares of common stock of the Company ("Common Stock").
Holders of the Series D Preferred Stock are entitled to receive, when declared
by the Company's board of directors, annual dividends of $1.20 per share of
Series D 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
D 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
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 is required 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 within 60 days of closing.
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 Preferred Stock
will have the right to vote together with holders of Common Stock and the Series
A, Series B and Series C 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 D Preferred Stock will
have the number of votes corresponding to the number of shares of Common Stock
into which the 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 D 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 and Series C Convertible Preferred Stock, an amount equal to two times
the original purchase price per share, plus any previously declared and unpaid
dividends.

Note 10. Unaudited Proforma Financial Information - Nine months Ended September
         30, 2005

The following unaudited proforma information gives effect to the Valley Forge
acquisition (and other 2005 acquisitions) as if it happened on January 1, 2005.
The proforma information does not necessarily reflect the results of operations
that would have occurred had the entities been a single company during the
period presented.

Revenues                      $ 16,269,000

Net Loss                      $  2,955,000

Basic and diluted loss
      per common share        $      (0.17)


                                       19
<PAGE>

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

Nine Month Period ended September 30, 2006 Compared to September 30, 2005
(Unaudited)

<TABLE>
<CAPTION>

                                                               % of                        % of        $ Change        % Change
For the nine months ended September 30,         2006          Revenues       2005         Revenues    2006 to 2005    2006 to 2005

<S>                                         <C>             <C>          <C>             <C>          <C>             <C>
Revenues:                                   $ 16,828,746         100.00% $  1,952,999         100.00% $ 14,875,747          761.69%
                                            ------------    -----------  ------------    -----------  ------------    ------------

Operating expenses

   Selling, general and administrative        14,567,279          86.56%    2,369,169         121.31%   12,198,110          514.87%

   Depreciation and amortization               2,539,210          15.09%      368,729          18.88%    2,170,481          588.64%

   Stock based compensation                      708,654           4.21%       11,810           0.60%      696,844         5900.38%
                                            ------------    -----------  ------------    -----------  ------------    ------------

                                              17,815,143         105.86%    2,749,708         140.79%   15,065,435          547.89%
                                            ------------    -----------  ------------    -----------  ------------    ------------

Operating loss                                  (986,397)         -5.86%     (796,709)        -40.79%     (189,688)          23.81%
                                            ------------    -----------  ------------    -----------  ------------    ------------

Other income (expense):

   Reverse acquisition costs                          --           0.00%     (215,000)        -11.01%      215,000             NM

   Gain on sale of subsidiary                    166,568           0.99%           --           0.00%      166,568             NM

   Change in fair value of
    derivative financial instruments           1,039,994           6.18%           --          --        1,039,994             NM

   Interest expense                           (3,403,341)        -20.22%     (531,636)        -27.22%   (2,871,706)         540.16%

   Interest, dividend and rental income          137,907           0.82%       34,871           1.79%      103,036          295.48%
                                            ------------    -----------  ------------    ----------- ------------     ------------

                                              (2,058,872)        -12.23%     (711,764)        -36.44%   (1,347,108)         189.26%
                                            ------------    -----------  ------------    -----------  ------------    ------------

Loss before deferred income tax benefit       (3,045,269)        -18.10%   (1,508,474)        -77.24%   (1,536,795)         101.88%

Deferred income tax benefit                      277,072           1.65%      186,204           9.53%       90,868           48.80%
                                            ------------    -----------  ------------    -----------  ------------    ------------

Net loss                                      (2,768,197)        -16.45%   (1,322,270)        -67.70% $ (1,445,927)         109.35%
                                                            ===========                  ===========  ============    ============

Preferred dividends                             (985,250)                    (183,203)
                                            ------------                 ------------

Net loss available to common shareholders   $ (3,753,447)                $ (1,505,473)
                                            ============                 ============

</TABLE>

                                       20
<PAGE>

Revenues for the nine months ended September 30, 2006 increased $14,875,747 to
$16,828,746 compared to the nine months ended September 30, 2005 as shown on the
table above. The increase in revenue and corresponding increases in operating
expenses was due to business generated and costs incurred by firms that were
acquired in 2005 and the first quarter of 2006, which are being consolidated for
the first time.

Operating expenses increased $15,065,435 to $17,815,143 from the prior year's
comparable period. As a percentage of sales, operating expenses decreased to
105.86% in the 2006 period as compared to 140.79% in the same period last year.

Selling, general and administrative expenses increased $12,198,110 to
$14,567,279 from the prior year's comparable period. As a percentage of sales,
selling, general and administrative expenses decreased to 86.56% in the period
as compared to 121.31% in the same period last year.

Depreciation and amortization increased $2,170,481 to $2,539,210 from the prior
year's comparable period primarily due to amortization of intangible assets
acquired in connection with acquisitions. As a percentage of sales, depreciation
and amortization decreased to 15.09% in the 2006 period as compared to 18.88% in
the same period last year.

Stock based compensation increased $696,844 to $708,654 from the prior year's
comparable period due primarily to the issuances of options to executives and
employees. As a percentage of sales, stock based compensation increased to 4.21%
in the period as compared to 0.60% in the same period last year.

Other income (expense)

Net other income (expense) increased $(1,347,108) to $(2,058,872) for the nine
months ended September 30, 2006 as compared to net other income (expense) of
$(711,764) for the nine months ended September 30, 2005. The change was mainly
due to:

      o     An increase in interest expense of $2,871,706 to $3,403,341 which
            was primarily due to (i) a $9.2 million loan on November 30, 2005
            and a $7.0 million loan on May 30, 2006 from Laurus Master Fund,
            Ltd. and(ii) a prepayment penalty and recognition of non-cash
            interest on the early retirement of debt from a secured lender.

      o     These charges were offset by the following:

            o     a gain on the change in the fair value of derivative financial
                  instruments of $1,039,994, which derivative instruments were
                  components of compensation to Laurus Master Fund, Ltd. in
                  connection with certain of their loans to us.

            o     a gain of $166,568 on the sale of MLK Capital Management, Inc.

            o     An increase in interest, dividend and sub-rental income of
                  $103,036 to $137,907 due to higher restricted and general cash
                  balances collecting interest and dividends.


                                       21
<PAGE>

   Three Month Period ended September 30, 2006 Compared to September 30, 2005
(Unaudited)

<TABLE>
<CAPTION>

                                                               % of                         % of        $ Change       % Change
For the three months ended September 30,        2006         Revenues        2005          Revenues   2006 to 2005    2006 to 2005
                                            ------------    -----------  ------------    -----------  ------------    ------------

<S>                                         <C>             <C>          <C>             <C>          <C>             <C>
Revenues:                                   $  6,138,429         100.00% $    783,845        100.00%  $  5,354,584          683.12%
                                            ------------    -----------  ------------    -----------  ------------    ------------

Operating expenses

   Selling, general and administrative         4,290,636          69.90%      978,307         124.81%    3,312,329          338.58%

   Depreciation and amortization                 857,824          13.97%      183,321          23.39%      674,503          367.94%

   Stock based compensation                      112,920           1.84%        7,381           0.94%      105,539         1429.91%
                                            ------------    -----------  ------------    -----------  ------------    ------------

                                               5,261,380          85.71%    1,169,009         149.14%    4,092,371          350.07%
                                            ------------    -----------  ------------    -----------  ------------    ------------

Operating income (loss)                          877,049          14.29%     (385,164)        -49.14%    1,262,213         -327.71%
                                            ------------    -----------  ------------    -----------  ------------    ------------

Other income (expense):

   Change in fair value of
    derivative financial instruments            (424,277)         -6.91%           --             --      (424,277)            NM

   Interest expense                           (1,500,763)        -24.45%     (302,210)        -38.55%   (1,198,553)         396.60%

   Interest, dividend and rental income          121,600           1.98%       10,428           1.33%      111,172         1066.14%
                                            ------------    -----------  ------------    -----------  ------------    ------------

                                              (1,803,440)        -29.38%     (291,782)        -37.22%   (1,511,658)         518.08%
                                            ------------    -----------  ------------    -----------  ------------    ------------

Loss before deferred income tax benefit         (926,390)        -15.09%     (676,946)        -86.36%     (249,445)          36.85%

Deferred income tax benefit                       95,084           1.55%       94,810          12.10%          274            0.29%
                                            ------------    -----------  ------------    -----------  ------------    ------------

Net loss                                        (831,306)        -13.54%     (582,136)        -74.27% $   (249,171)          42.80%
                                                            ===========                  ===========  ============    ============

Preferred dividends                             (324,750)                     (57,300)
                                            ------------                 ------------

Net loss available to common shareholders   $ (1,156,056)               $    (639,436)
                                            ============                 ============

</TABLE>

Revenues for the three months ended September 30, 2006 increased $5,354,584 to
$6,138,429 compared to the three months ended September 30, 2005 as shown on the
table above. The increase in revenue and corresponding increases in operating
expenses was due to business generated and costs incurred by firms that were
acquired in 2005 and the first quarter of 2006, which are being consolidated for
the first time.

Operating expenses increased $4,092,371 to $5,261,380 from the prior year's
comparable quarter. As a percentage of sales, operating expenses decreased to
85.71% in the 2006 quarter as compared to 149.14% in the same period last year.

Selling, general and administrative expenses increased $3,312,329 to $4,290,636
from the prior year's comparable quarter. As a percentage of sales, selling,
general and administrative expenses decreased to 69.90% in the quarter as
compared to 124.81% in to the same period last year.

Depreciation and amortization increased $674,503 to $857,824 from the prior
year's comparable quarter primarily due to amortization of intangible assets
acquired in connection with acquisitions. As a percentage of sales, depreciation
and amortization decreased to 13.97% in the quarter as compared to 23.39% in to
the same period last year.

Stock based compensation increased $105,539 to $112,920 from the prior year's
comparable quarter due primarily to the issuances of options to executives and
employees. As a percentage of sales, stock based compensation increased to 1.84%
in the quarter as compared to 0.94% in the same period last year.

Other income (expense)

Net other income (expense) increased $(1,511,658) to $(1,803,440) for the three
months ended September 30, 2006 as compared to net other income (expense) of
$(291,782) for the three months ended September 30, 2005. The change was mainly
due to:

      o     An increase in interest expense of $1,198,553 to $1,500,763 which
            was primarily due to a $9.2 million loan on November 30, 2005 and a
            $7.0 million loan on May 30, 2006 from Laurus Master Fund, Ltd.
      o     A loss on the change in the fair value of derivative financial
            instruments of $424,277, which derivative instruments were
            components of compensation to Laurus Master Fund, Ltd. in connection
            with certain of their loans to us.

      These charges were offset by the following:
            o     An increase in interest, dividend and sub-rental income of
                  $111,175 to $121,600 due to higher restricted and general cash
                  balances collecting interest and dividends.


                                       22
<PAGE>

Liquidity and Capital Resources

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

                                          September 30,
                                              2006            December 31,
                                           (Unaudited)           2005
                                         ---------------    ---------------
Unrestricted Cash                         $    1,114,033     $    5,964,192
Working Capital (deficit)                ($    4,655,715)   ($    2,013,559)
Stockholders' Equity                      $   14,524,548     $   11,789,282

The Company had unrestricted cash as of September 30, 2006 of $1,114,033 a
decrease of $4,850,159 from December 31, 2005.

The decrease in cash was due to:

Net cash used in operating activities                               $  (988,005)
                                                                    -----------

Cash flows from investing activities:
Purchases of property and equipment                                    (156,875)
Acquisition of SHRA Group
Acquisition of Valley Forge                                          (3,482,500)
Proceeds from sale of MLK Group                                         900,000
Decrease in receivable from ABR trustee                                 150,000
Cash acquired (reverse merger transaction)
Increase in restricted cash (for acquisition purposes)               (6,738,466)

                                                                    -----------
Net cash used in investing activities                                (9,327,841)
                                                                    -----------

Cash flows from financing activities:
Proceeds from convertible notes
Proceeds from short-term debt
Proceeds from long-term debt (Laurus)                                 7,000,000
Payments on short-term debt and notes                                (3,208,841)
Proceeds from common and preferred                                    2,231,529
  stock sales, net
Payment of deferred financing costs                                    (557,000)

                                                                    -----------
Net cash provided by financing activities                             5,465,688
                                                                    -----------

Decrease in cash                                                    $(4,850,159)
                                                                    ===========


                                       23
<PAGE>

Net cash used in operating activities of $988,005 was primarily due to a net
loss of $2,768,197, offset by non-cash items of $3,723,644, decreases in
receivables and prepaid expenses of approximately $1,200,000, and decreases in
accounts payable, accrued expenses and unearned revenues of approximately
$1,100,000.

The non-cash items were primarily composed of:
      o     Depreciation and amortization of $2,539,210
      o     Noncash interest of $1,489,945
      o     Stock based compensation of $708,654
      o     Conversion of interest to debt of $543,689

The above non-cash items were offset by a gain on the sale of a subsidiary of
$166,568, a change in the fair value of derivative securities of $1,039,994 and
a change in deferred income tax benefit of $277,072.

Net cash of $9,327,841 used in investing activities was primarily due to an
increase of cash restricted for acquisition purposes of approximately $6,738,000
and $3,500,000 of funds expended in the Valley Forge acquisition and the
purchase of fixed assets, offset by proceeds received from the sale of the MLK
Group.

Net cash of $5,465,688 provided by financing activities was primarily due to the
receipt of a $7 million loan from our senior lender less payments of debt and
financing fees of $557,000 for the Laurus funding.

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.

Future Contractual Obligations

The following table shows the Company's present and future contractual
obligations as of September 30, 2006:

<TABLE>
<CAPTION>

                                               Payments due by period
                                -----------------------------------------------------
                                               Less than
                                   Total        1 year       1-3 years     3-5 years
                                -----------   -----------   -----------   -----------

<S>                             <C>           <C>           <C>           <C>
Operating Lease Obligations     $ 1,927,788   $   969,924   $   896,408   $    61,456
                                ===========   ===========   ===========   ===========

Employment Contracts            $   162,500   $   162,500   $             $
                                ===========   ===========   ===========   ===========

Long Term Debt                  $19,215,773   $ 4,134,418   $14,517,057   $   564,297
                                ===========   ===========   ===========   ===========

Total Contractual Obligations   $21,306,061   $ 5,266,842   $15,413,466   $   625,753
                                ===========   ===========   ===========   ===========

</TABLE>

                                       24
<PAGE>

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:

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

Revenue Recognition

We generate revenue primarily from the following three sources:

      o     Third party administration.

      o     Financial planning and investment advisory fees and securities
            commissions.

      o     Insurance commissions

We recognize revenue from these sources, as follows:

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

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

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

Management's Estimates

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


                                       25
<PAGE>

Inflation

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

Special Note Regarding Forward Looking Statements

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

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

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


                                       26
<PAGE>

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

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

In addition, no change in our internal control over financial reporting occurred
during the fiscal quarter ended September 30, 2006 that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.

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

Item  1. Legal Proceedings

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

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

Unregistered Sales of Equity Securities - September 21, 2006

As previously reported on our Form 8-K dated September 21, 2006, on September
21, 2006, six accredited investors (the "Investors") purchased an aggregate of
226,500 shares of Series D Cumulative Convertible Preferred Stock (the "Series D
Preferred Stock") at $10.00 per share for an aggregate purchase price of
$2,265,000 from the Company. For each share of Series D Preferred Stock
purchased, each investor will receive a common stock purchase warrant to
purchase ten shares of common stock of the Company (the "D Warrants"). The D
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, acquisitions and the payment of debt in connection with previous
acquisitions.


                                       27
<PAGE>

Each share of Series D Preferred Stock is convertible, at any time at the option
of the holder, into 20 shares of common stock of the Company ("Common Stock").
Holders of the Series D Preferred Stock are entitled to receive, when declared
by the Company's board of directors, annual dividends of $1.20 per share of
Series D 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
D 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 D 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 is required to file a registration statement registering the shares
of common stock issuable upon conversion or exercise of the shares of Series D
Preferred Stock, D Warrants and upon declaration of the dividend within 60 days
of closing. 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 D
Preferred Stock will have the right to vote together with holders of Common
Stock and the Series A, Series B and Series C 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 D
Preferred Stock will have the number of votes corresponding to the number of
shares of Common Stock into which the Series D 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 D 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 and Series C Convertible Preferred Stock, an amount equal to two times
the original purchase price per share, plus any previously declared and unpaid
dividends.

The shares of Series D 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.

Item  3. - Defaults Upon Senior Securities

None.

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

None.


                                       28
<PAGE>

Item  5. Other Information

None.

Item  6. Exhibits and Reports on Form 8-K

Exhibits

3.1            Certificate of Designation of Preferences, Rights and Limitations
               of Series D Cumulative Convertible Preferred Stock (1)

4.1            Form of Subscription Agreement for Series D Cumulative
               Convertible Preferred Stock (1)

4.2            Form of Series D Common Stock Purchase Warrant (1)

10.1           Stock  Purchase  Agreement  by and  between  National  Investment
               Managers  Inc.,  THE LAMCO Group,  Inc.,  Lamoriello & Co., Inc.,
               Circle Pension,  Inc.,  Southeastern  Pension Services,  Inc. and
               Nicholas J. Lamoriello (2)

10.2           Stock Option issued to Nicholas J. Lamoriello (2)

10.3           Escrow  Agreement  entered  by and  between  National  Investment
               Managers Inc. and THE LAMCO Group, Inc. (2)

10.4           Cross Sales Agreement   entered between  National   Investment
               Managers Inc. and THE LAMCO Group, Inc. (2)

10.5           Technology Agreement entered between National Investment Managers
               Inc. and THE LAMCO Group, Inc. (2)

10.6           Management entered between National Investment Managers Inc.,
               Nicholas J. Lamoriello and Stephen R. Zito (2)

10.7           Non-Competition, -Disclosure and  Non-Solicitation  Agreement
               between National Investment Managers Inc., Nicholas J. Lamoriello
               and THE LAMCO Group, Inc. (2)

10.8           Joinder Agreement between Laurus Master Fund, Ltd., Lamoriello &
               Co., Inc., Circle  Pension,   Inc.,  and  Southeastern  Pension
               Services, Inc. (2)

10.9           Employment Agreement dated October 24, 2006 by and between Steven
               Ross and the Company. (3)

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


                                       29
<PAGE>

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

 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, 2006             By   /s/ Steven Ross
------------------------             ----------------------------------
                                          Steven Ross
                                          Chief Executive Officer and Director

Date:  November 14, 2006             By   /s/ Leonard Neuhaus
------------------------             ----------------------------------
                                          Leonard Neuhaus
                                          Chief Operating and Financial Officer


                                       30
<PAGE>