**UNITED      STATES**

**SECURITIES      AND EXCHANGE COMMISSION**

**WASHINGTON,      D.C. 20549**

**FORM      10-Q**

**x**
** QUARTERLY      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES      EXCHANGE**

**ACT      OF 1934**

** ̈**
** TRANSITION      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES**

**EXCHANGE      ACT OF 1934**

*Commission      file number 000-51252*

**NATIONAL      INVESTMENT MANAGERS INC.**

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

**485      Metro Place South, Suite 275, Dublin, Ohio 43017**
** **

**(614)      923-8822**

**Yes**
**x**
**No**
** ̈**

**Large      accelerated filer **
** ̈**
**Accelerated      filer **
** ̈**
**Non-accelerated      filer**
** ̈**
**Smaller      Reporting Company **
**x**

**Yes**
** ̈**
**No**
**x**

----

**NATIONAL      INVESTMENT MANAGERS INC. AND SUBSIDIARIES**

**INDEX**

|                                                                                                                                                     |         | **Page No.** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------|--------------|-------------------|
| **PART                I. FINANCIAL INFORMATION**                                                                                                         |         |              |
|                                                                                                                                                     |         |              |
| Item                1. Financial Statements                                                                                                              |         |              |
|                                                                                                                                                     |         |              |
| Condensed                Consolidated Balance Sheets - September 30, 2008 (unaudited) and                December                31, 2007 (audited)      |         | 3                 |
|                                                                                                                                                     |         |              |
| Condensed                Consolidated Statements of Operations - Nine months ended September                30,                2008 and 2007 (unaudited) |         | 4                 |
|                                                                                                                                                     |         |              |
| Condensed                Consolidated Statements of Operations – Three months ended September                30, 2008 and 2007 (unaudited)    |         | 5                 |
|                                                                                                                                                     |         |              |
| Condensed                Consolidated Statements of Cash Flows - Nine months ended September                30,                2008 and 2007 (unaudited) |         | 6-7               |
|                                                                                                                                                     |         |              |
| Notes                to Condensed Consolidated Interim Financial Statements                                                                              |         | 8-21              |
|                                                                                                                                                     |         |              |
| Item                2. Management's Discussion and Analysis or Plan of                Operations                                                         |         | 22-31             |
|                                                                                                                                                     |         |              |
| Item                3. Quantitative and Qualitative Disclosures about Market                Risks                                                        |         | 31                |
|                                                                                                                                                     |         |              |
| Item                4. Controls and Procedures                                                                                                           |         | 32                |
|                                                                                                                                                     |         |              |
| Item                4T. Controls and Procedures                                                                                                          |         | 32                |
|                                                                                                                                                     |         |              |
| **PART                II. OTHER INFORMATION**                                                                                                            |         |              |
|                                                                                                                                                     |         |              |
| Item                1. Legal Proceedings                                                                                                                 |         | 33                |
|                                                                                                                                                     |         |              |
| Item                1A. Risk Factors                                                                                                                     |         | 33                |
|                                                                                                                                                     |         |              |
| Item                2. Unregistered Sales of Equity Securities and Use of                Proceeds                                                        |         | 33                |
|                                                                                                                                                     |         |              |
| Item                3. Defaults upon Senior Securities                                                                                                   |         | 34                |
|                                                                                                                                                     |         |              |
| Item                4. Submission of Matters to a Vote of Security Holders                                                                               |         | 34                |
|                                                                                                                                                     |         |              |
| Item                5. Other Information                                                                                                                 |         | 34                |
|                                                                                                                                                     |         |              |
| Item                6. Exhibits                                                                                                                          |         | 35                |
|                                                                                                                                                     |         |              |
| **SIGNATURES**                                                                                                                                           |    | 48                |

----

**National      Investment Managers Inc. and Subsidiaries**

**Condensed      Consolidated Balance Sheets**

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   | **(Unaudited)**                  |           | **(Audited)**                   |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------|----------------|---------------------------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   | **September 30, 2008** |           | **December 31, 2007** |   |
| **ASSETS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                             |           |                            |   |   |   |
| **Current                assets:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |                             |           |                            |   |   |   |
| Cash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   | $                                | 1,682,543      |                            | $      | 3,254,759 |   |
| Accounts                receivable, net                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                             | 5,712,288      |                            |   | 3,383,396 |   |
| Prepaid                expenses and other current assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |                             | 934,101        |                            |   | 797,605 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                             |           |                            |   |   |   |
| **Total                current assets**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                             | **8,328,932**  |                            |   | **7,435,760** |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                             |           |                            |   |   |   |
| Property                and equipment, net                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                             | 1,005,584      |                            |   | 1,078,523 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                             |           |                            |   |   |   |
| Other                assets:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                             |           |                            |   |   |   |
| Goodwill                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |                             | 24,930,270     |                            |   | 20,705,032 |   |
| Customer                lists/relationships, net                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                             | 23,552,536     |                            |   | 23,515,497 |   |
| Other                intangibles, net                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                             | 5,699,181      |                            |   | 5,796,615 |   |
| Deferred                financing costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                             | 1,108,176      |                            |   | 1,424,413 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                             |           |                            |   |   |   |
| **Total                other assets**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                             | **55,290,163** |                            |   | **51,441,557** |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                             |           |                            |   |   |   |
| **Total                assets**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | **$**                            | **64,624,679** |                            | **$**  | **59,955,840** |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                             |           |                            |   |   |   |
| **LIABILITIES                AND STOCKHOLDERS' EQUITY**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                             |           |                            |   |   |   |
| **Current                liabilities:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                             |           |                            |   |   |   |
| Revolving                Line of Credit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | $                                | 1,000,000      |                            | $      | 1,000,000 |   |
| Long-term                debt, current portion                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                             | 3,925,359      |                            |   | 809,813 |   |
| Accounts                payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                             | 616,543        |                            |   | 632,109 |   |
| Unearned                revenue                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                             | 4,572,922      |                            |   | 5,012,156 |   |
| Accrued                expenses and other current liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                             | 4,076,688      |                            |   | 3,976,498 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                             |           |                            |   |   |   |
| **Total                current liabilities**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                             | **14,191,512** |                            |   | **11,430,576** |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                             |           |                            |   |   |   |
| **Long-term                liabilities:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |                             |           |                            |   |   |   |
| Long-term                debt, less current portion                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |                             | 19,509,646     |                            |   | 18,916,147 |   |
| Preferred                dividends payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                             | 5,377,919      |                            |   | 3,892,419 |   |
| Derivative                financial instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                             | 4,164,606      |                            |   | 5,375,897 |   |
| Deferred                tax liability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                             | 6,055,195      |                            |   | 6,293,805 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                             |           |                            |   |   |   |
| **Total                long-term liabilities**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                             | **35,107,366** |                            |   | **34,478,268** |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                             |           |                            |   |   |   |
| **Total                liabilities**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                             | **49,298,878** |                            |   | **45,908,844** |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                             |           |                            |   |   |   |
| **Commitments                and contingencies**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                             |           |                            |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                             |           |                            |   |   |   |
| **Stockholders'                equity:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |                             |           |                            |   |   |   |
| Preferred                stock, $.001 par value, 10,000,000 shares authorized; 4,000,000 designated                as Series A shares - 2,420,000 shares issued and outstanding as of                September 30, 2008 and December 31, 2007 (liquidation preference                $2,420,000 as of September 30, 2008 and December 31, 2007); 4,000,000                designated as Series B shares - 3,615,000 and 3,715,000 shares issued                outstanding as of September 30, 2008 and December 31, 2007, respectively                (liquidation preference $7,230,000 and $7,430,000 as of September                30, 2008                and December 31, 2007, respectively); 1,000,000 designated as Series                C                shares - 770, 834 shares issued and outstanding as of September 30,                2008                and December 31, 2007 (liquidation preference $9,250,008 as of September                30, 2008 and December 31, 2007); 500,000 designated as Series D shares                -                409,500 shares issued and outstanding as of September 30, 2008 and                December 31, 2007 (liquidation preference $8,190,000 as of September                30,                2008 and December 31, 2007); and 60,000 designated as Series E shares                -                29,350 shares issued and outstanding as of September 30, 2008 and                December                31, 2007 (liquidation preference $5,870,000 as of September 30, 2008                and                December 31, 2007) |   |                             | 7,245          |                            |   | 7,345 |   |
| Common                stock, $.001 par value, 100,000,000 shares authorized, 37,208,748                and                35,539,620 shares issued and outstanding as of September 30, 2008                and                December 31, 2007, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                             | 37,209         |                            |   | 35,540 |   |
| Additional                paid-in capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |                             | 34,127,709     |                            |   | 33,004,741 |   |
| Accumulated                deficit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |                             | (18,846,362    | )                               |   | (19,000,630 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                             |           |                            |   |   |   |
| **Total                stockholders' equity**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                             | **15,325,801** |                            |   | **14,046,996** |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                             |           |                            |   |   |   |
| **Total                liabilities and stockholders' equity**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | **$**                            | **64,624,679** |                            | **$**  | **59,955,840** |   |

----

**National      Investment Managers Inc. and Subsidiaries**

**Condensed      Consolidated Statements of Operations**

**(Unaudited)**

|                                                                    |   | **Nine Months Ended**  |           | **Nine Months Ended**  |   |
|-------------------------------------------------------------------------|--------|----------------------------------|----------------|----------------------------------|--------|
|                                                                    |   | **September 30, 2008** |           | **September 30, 2007** |   |
|                                                                    |   |                             |           |                             |   |
| **Revenues**                                                            |   | **$**                            | **31,853,174** |                             | **$**  | **27,299,601** |   |
|                                                                    |   |                             |           |                             |   |   |   |
| **Operating                expenses:**                                  |   |                             |           |                             |   |   |   |
| Selling,                general and administrative expenses             |   |                             | 24,229,310     |                             |   | 21,982,748 |   |
| Depreciation                and amortization                            |   |                             | 5,698,198      |                             |   | 5,043,801 |   |
| Stock-based                compensation                                 |   |                             | 904,538        |                             |   | 325,400 |   |
|                                                                    |   |                             |           |                             |   |   |   |
| Total                operating expenses                                 |   |                             | 30,832,046     |                             |   | 27,351,949 |   |
|                                                                    |   |                             |           |                             |   |   |   |
| **Net                operating income (loss)**                          |   |                             | **1,021,128**  |                             |   | **(52,348** | **)** |
|                                                                    |   |                             |           |                             |   |   |   |
| **Other                income (expenses):**                             |   |                             |           |                             |   |   |   |
| Change                in fair value of derivative financial instruments |   |                             | 1,211,291      |                             |   | (576,131 | ) |
| Interest                expense                                         |   |                             | (2,030,337     | )                                |   | (3,755,827 | ) |
| Interest,                dividend and rental income                     |   |                             | 34,915         |                             |   | 81,900 |   |
|                                                                    |   |                             |           |                             |   |   |   |
| Total                other expense, net                                 |   |                             | (784,131       | )                                |   | (4,250,058 | ) |
|                                                                    |   |                             |           |                             |   |   |   |
| **Net                income (loss) before deferred income tax benefit** |   |                             | **236,997**    |                             |   | **(4,302,406** | **)** |
|                                                                    |   |                             |           |                             |   |   |   |
| Deferred                income tax benefit                              |   |                             | 1,402,771      |                             |   | 1,089,408 |   |
|                                                                    |   |                             |           |                             |   |   |   |
| **Net                income (loss) before preferred stock dividends**   |   |                             | **1,639,768**  |                             |   | **(3,212,998** | **)** |
|                                                                    |   |                             |           |                             |   |   |   |
| Less:                preferred stock dividends                          |   |                             | (1,485,500     | )                                |   | (1,589,350 | ) |
|                                                                    |   |                             |           |                             |   |   |   |
| **Net                income (loss) available to common stockholders**   |   | **$**                            | **154,268**    |                             | **$**  | **(4,802,348** | **)** |
|                                                                    |   |                             |           |                             |   |   |   |
| **Net                income (loss) per common share - basic**           |   | **$**                            | **0.00**       |                             | **$**  | **(0.18** | **)** |
|                                                                    |   |                             |           |                             |   |   |   |
| **Net                income (loss) per common share - diluted**         |   | **$**                            | **0.00**       |                             | **$**  | **(0.18** | **)** |
|                                                                    |   |                             |           |                             |   |   |   |
| **Weighted                average common shares outstanding - basic**   |   |                             | **36,760,000** |                             |   | **27,070,000** |   |
|                                                                    |   |                             |           |                             |   |   |   |
| **Weighted                average common shares outstanding - diluted** |   |                             | **41,311,000** |                             |   | **27,070,000** |   |

----

**National      Investment Managers Inc. and Subsidiaries**

**Condensed      Consolidated Statements of Operations**

**(Unaudited)**

|                                                                    |   | **Three Months Ended** |           | **Three Months Ended** |   |
|-------------------------------------------------------------------------|--------|----------------------------------|----------------|----------------------------------|--------|
|                                                                    |   | **September 30, 2008** |           | **September 30, 2007** |   |
|                                                                    |   |                             |           |                             |   |
| **Revenues**                                                            |   | **$**                            | **11,151,645** |                             | **$**  | **10,312,482** |   |
|                                                                    |   |                             |           |                             |   |   |   |
| **Operating                expenses**                                   |   |                             |           |                             |   |   |   |
| Selling,                general and administrative expenses             |   |                             | 8,321,053      |                             |   | 7,340,175 |   |
| Depreciation                and amortization                            |   |                             | 2,069,433      |                             |   | 1,772,750 |   |
| Stock-based                compensation                                 |   |                             | 97,474         |                             |   | 39,894 |   |
|                                                                    |   |                             |           |                             |   |   |   |
| Total                operating expenses                                 |   |                             | 10,487,960     |                             |   | 9,152,819 |   |
|                                                                    |   |                             |           |                             |   |   |   |
| **Net                operating income**                                 |   |                             | **663,685**    |                             |   | **1,159,663** |   |
|                                                                    |   |                             |           |                             |   |   |   |
| **Other                income (expenses):**                             |   |                             |           |                             |   |   |   |
| Change                in fair value of derivative financial instruments |   |                             | 1,469,952      |                             |   | 128,119 |   |
| Interest                expense                                         |   |                             | (704,450       | )                                |   | (1,409,818 | ) |
| Interest,                dividend and rental income                     |   |                             | 3,852          |                             |   | 21,633 |   |
|                                                                    |   |                             |           |                             |   |   |   |
| Total                other income (expense), net                        |   |                             | 769,354        |                             |   | (1,260,066 | ) |
|                                                                    |   |                             |           |                             |   |   |   |
| **Net                income (loss) before deferred income tax benefit** |   |                             | **1,433,039**  |                             |   | **(100,403** | **)** |
|                                                                    |   |                             |           |                             |   |   |   |
| Deferred                income tax benefit                              |   |                             | 543,392        |                             |   | 412,083 |   |
|                                                                    |   |                             |           |                             |   |   |   |
| **Net                income before preferred stock dividends**          |   |                             | **1,976,431**  |                             |   | **311,680** |   |
|                                                                    |   |                             |           |                             |   |   |   |
| Less:                preferred stock dividends                          |   |                             | (494,400       | )                                |   | (535,650 | ) |
|                                                                    |   |                             |           |                             |   |   |   |
| **Net                income (loss) available to common stockholders**   |   | **$**                            | **1,482,031**  |                             | **$**  | **(223,970** | **)** |
|                                                                    |   |                             |           |                             |   |   |   |
| **Net                income (loss) per common share - basic**           |   | **$**                            | **0.04**       |                             | **$**  | **(0.01** | **)** |
|                                                                    |   |                             |           |                             |   |   |   |
| **Net                income (loss) per common share - diluted**         |   | **$**                            | **0.03**       |                             | **$**  | **(0.01** | **)** |
|                                                                    |   |                             |           |                             |   |   |   |
| **Weighted                average common shares outstanding - basic**   |   |                             | **37,201,000** |                             |   | **27,889,000** |   |
|                                                                    |   |                             |           |                             |   |   |   |
| **Weighted                average common shares outstanding - diluted** |   |                             | **73,554,000** |                             |   | **27,889,000** |   |

----

**National      Investment Managers Inc. and Subsidiaries**

**Condensed      Consolidated Statements of Cash Flows**

**(Unaudited)**

|                                                                                                  |   |  **Nine Months Ended**  |       |  **Nine Months Ended**  |   |
|-------------------------------------------------------------------------------------------------------|--------|----------------------------------------|------------|----------------------------------------|--------|
|                                                                                                  |   |  **September 30, 2008** |       |  **September 30, 2007** |   |
| **Cash                flows from operating activities:**                                              |   |                                   |       |                                   |   |   |   |
| Net                income (loss) before preferred stock dividends                                     |   | $                                      | 1,639,768  |                                   | $      | (3,212,998 | ) |
| Adjustments                to reconcile net income (loss) before preferred stock                      |   |                                   |       |                                   |   |   |   |
| dividends                to net cash provided by operating activities:                                |   |                                   |       |                                   |   |   |   |
|  Depreciation                and amortization                                                    |   |                                   | 5,697,671  |                                   |   | 5,043,802 |   |
|  Noncash                interest                                                                 |   |                                   | 521,193    |                                   |   | 1,153,028 |   |
|  Stock-based                compensation                                                         |   |                                   | 904,538    |                                   |   | 325,400 |   |
|  Deferred                income tax benefit                                                      |   |                                   | (1,402,771 | )                                      |   | (1,089,408 | ) |
|  Change                in fair value of derivative financial instruments                         |   |                                   | (1,211,291 | )                                      |   | 576,131 |   |
| Increase                (decrease) in cash attributable to changes                                    |   |                                   |       |                                   |   |   |   |
| in                operating assets and liabilities                                                    |   |                                   |       |                                   |   |   |   |
|  Accounts                receivable, net                                                         |   |                                   | (1,991,545 | )                                      |   | (1,514,192 | ) |
|  Prepaid                expenses and other current assets                                        |   |                                   | (66,286    | )                                      |   | (86,527 | ) |
|  Accounts                payable                                                                 |   |                                   | (40,099    | )                                      |   | (484,251 | ) |
|  Unearned                revenues                                                                |   |                                   | (439,234   | )                                      |   | (347,718 | ) |
|  Accrued                expenses and other current liabilities                                   |   |                                   | (395,555   | )                                      |   | 654,113 |   |
| **Net                cash provided by operating activities**                                          |   |                                   | 3,216,389  |                                   |   | 1,017,380 |   |
|                                                                                                  |   |                                   |       |                                   |   |   |   |
| **Cash                flows from investing activities:**                                              |   |                                   |       |                                   |   |   |   |
| Purchases                of property and equipment                                                    |   |                                   | (238,345   | )                                      |   | (246,726 | ) |
| Acquisition                of Alaska Pension Services, Ltd.                                           |   |                                   | (730,561   | )                                      |   | - |   |
| Acquisition                of National Actuarial Pension Services, Inc.                               |   |                                   | (21,623    | )                                      |   | - |   |
| Acquisition                of Alan N. Kanter & Associates, Inc.                                   |   |                                   | (1,837,851 | )                                      |   | - |   |
| Acquisition                of Benefit Dynamics, Inc.                                                  |   |                                   | (8,770     | )                                      |   | (340,000 | ) |
| Acquisition                of Pentec, Inc. and Pentec Capital Management, Inc.                        |   |                                   | (40,246    | )                                      |   | (1,691,376 | ) |
| Acquisition                of The Pension Alliance, Inc.                                              |   |                                   | (146,299   | )                                      |   | (3,380,000 | ) |
| Acquisition                of California Investment and Annuity Services, Inc.                        |   |                                   | (1,535,929 | )                                      |   | - |   |
| Acquisition                of the assets of Retirement Employee Benefit Services,                Inc. |   |                                   | (177,258   | )                                      |   | - |   |
| **Net                cash used in investing activities**                                              |   |                                   | (4,736,882 | )                                      |   | (5,658,102 | ) |
|                                                                                                  |   |                                   |       |                                   |   |   |   |
| **Cash                flows from financing activities:**                                              |   |                                   |       |                                   |   |   |   |
| Proceeds                from long-term debt                                                           |   |                                   | 2,400,375  |                                   |   | - |   |
| Payments                on long-term debt and notes                                                   |   |                                   | (2,392,390 | )                                      |   | (1,717,688 | ) |
| Proceeds                from sale of common and preferred shares, net                                 |   |                                   | -          |                                   |   | 1,194,908 |   |
| Payment                of deferred financing costs                                                    |   |                                   | (59,708    | )                                      |   | - |   |
| **Net                cash used in financing activities**                                              |   |                                   | (51,723    | )                                      |   | (522,780 | ) |
|                                                                                                  |   |                                   |       |                                   |   |   |   |
| Net                decrease in cash                                                                   |   |                                   | (1,572,216 | )                                      |   | (5,163,502 | ) |
|                                                                                                  |   |                                   |       |                                   |   |   |   |
| Cash,                beginning of period                                                              |   |                                   | 3,254,759  |                                   |   | 6,191,301 |   |
|                                                                                                  |   |                                   |       |                                   |   |   |   |
| Cash,                end of period                                                                    |   | $                                      | 1,682,543  |                                   | $      | 1,027,799 |   |
|                                                                                                  |   |                                   |       |                                   |   |   |   |
| **Supplemental                disclosure of cash flows information:**                                 |   |                                   |       |                                   |   |   |   |
| Cash                paid during the period for interest                                               |   | $                                      | 1,709,822  |                                   | $      | 1,412,764 |   |
|                                                                                                  |   |                                   |       |                                   |   |   |   |
| Cash                paid during the period for taxes                                                  |   | $                                      | 76,342     |                                   | $      | 54,707 |   |
|                                                                                                  |   |                                   |       |                                   |   |   |   |
| **Supplemental                schedules of noncash investing and**                                    |   |                                   |       |                                   |   |   |   |
| **financing                activities:**                                                              |   |                                   |       |                                   |   |   |   |
| Accrued                preferred dividends                                                            |   | $                                      | 1,485,500  |                                   | $      | 1,589,350 |   |
|                                                                                                  |   |                                   |       |                                   |   |   |   |
| Noncash                component of acquisition of The Pension Alliance                               |   | $                                      | 1,750,000  |                                   | $      | - |   |
|                                                                                                  |   |                                   |       |                                   |   |   |   |
| Noncash                component of acquisition of Alaska Pension Services, Ltd.                      |   | $                                      | 605,000    |                                   | $      | - |   |
|                                                                                                  |   |                                   |       |                                   |   |   |   |
| Noncash                component of acquisition of California Investment and                          |   |                                   |       |                                   |   |   |   |
| Annuity                Services                                                                       |   | $                                      | 950,000    |                                   | $      | - |   |
|                                                                                                  |   |                                   |       |                                   |   |   |   |
| Warrants                and embedded conversion feature associated with debt                          |   |                                   |       |                                   |   |   |   |
| financing                                                                                             |   | $                                      | -          |                                   | $      | 218,039 |   |
|                                                                                                  |   |                                   |       |                                   |   |   |   |
| Capitalization                of accrued interest on secured term notes                               |   | $                                      | 277,535    |                                   | $      | 1,132,613 |   |
|                                                                                                  |   |                                   |       |                                   |   |   |   |
| Capitalization                of accrued interest on the convertible notes payable                    |   | $                                      | -          |                                   | $      | 20,415 |   |

----

|                                         |   |                             |     | Pentec Inc. and Pentec |   |                                     |   |
|----------------------------------------------|--------|----------------------------------|----------|---------------------------------------|--------|------------------------------------------|--------|
| 2007:                                        |   | Benefit Dynamics, Inc. |     | Capital Management, Inc.    |   | The Pension Alliance Inc. |   |
|                                         |   |                             |     |                                  |   |                                     |   |
| Fair                value of assets acquired |   | $                                | 938,318  |                                  | $      | 6,027,702                                |   | $ | 8,847,393 |   |
| Cash                paid                     |   |                             | (348,770 | )                                     |   | (1,731,622                               | )      |   | (3,526,299 | ) |
| Due                to sellers                |   |                             | -        |                                  |   | -                                        |   |   | (1,250,000 | ) |
| Notes                issued                  |   |                             | (200,000 | )                                     |   | (1,450,000                               | )      |   | (1,175,000 | ) |
| Common                stock issued           |   |                             | -        |                                  |   | (250,000                                 | )      |   | (675,000 | ) |
| Total                liabilities assumed     |   | $                                | 389,548  |                                  | $      | 2,596,080                                |   | $ | 2,221,094 |   |

|                                         |   | California Investment    |       | Alaska Pension |   | Alan N. Kanter         |   |
|----------------------------------------------|--------|-------------------------------|------------|---------------------|--------|----------------------------------|--------|
| 2008:                                        |   | Annuity Sales, Inc. |       | Services, Ltd. |   | & Associates, Inc. |   |
|                                         |   |                          |       |                |   |                             |   |
| Fair                value of assets acquired |   | $                             | 2,949,929  |                | $      | 1,654,311                        |   | $ | 2,330,882 |   |
| Cash                paid                     |   |                          | (1,535,929 | )                   |   | (730,561                         | )      |   | (1,837,851 | ) |
| Due                to sellers                |   |                          | -          |                |   | (165,000                         | )      |   | (17,000 | ) |
| Notes                issued                  |   |                          | (950,000   | )                   |   | (220,000                         | )      |   | - |   |
| Common                stock issued           |   |                          | -          |                |   | (220,000                         | )      |   | - |   |
| Total                liabilities assumed     |   | $                             | 464,000    |                | $      | 318,750                          |   | $ | 476,031 |   |

|                                         |   | Retirement & Employee |     |     |   |          |   |
|----------------------------------------------|--------|-------------------------------------|----------|--------------------|--------|--------------------|--------|
| 2008:                                        |   | Benefit Services, Inc.    |     |          |   |          |   |
|                                         |   |                                |     |               |   |               |   |
| Fair                value of assets acquired |   | $                                   | 177,258  |               |   |               |   |   |    |   |
| Cash                paid                     |   |                                | (177,258 | )                  |   |     |   |   |    |   |
| Total                liabilities assumed     |   | $                                   | -        |               |   |          |   |   |    |   |

----

**National      Investment Managers Inc. and Subsidiaries**

**Notes      to Condensed Consolidated Interim Financial Statements**

**(Unaudited)**

**Note      1. Basis of Presentation and Consolidation**

**Note      2. Background and Liquidity**

**Note      3. Adoption of New Accounting Pronouncements**

----

**Note      4. New Accounting Pronouncements**

**Note      5. Long-term Debt and Derivative Liabilities**

|                                           |   | (Audited)                   |       |          |   |      |   |         |       | (Unaudited)                  |   |
|------------------------------------------------|--------|-----------------------------|------------|---------------|--------|-----------|--------|--------------|------------|------------------------------|--------|
|                                           |   | Balances at            |       | Add:          |   | Less:     |   | Add:         |       | Balances at             |   |
|                                           |   | December 31, 2007 |       | New Debt |   | Payments  |   | Amortization |       | September 30, 2008 |   |
| Senior                Term Note                |   | $                           | 8,000,000  |          |   | 2,358,375 |   |         |       |                         |   |   |   |   | 10,358,375 |   |
| Subordinated                Sr Note            |   |                        | 12,032,000 |          |   | 277,535   |   |         |       |                         |   |   |   |   | 12,309,535 |   |
| Seller                notes                    |   |                        | 2,725,000  |          |   | 2,920,000 |   |         | (2,337,500 | )                            |   |   |   |   | 3,307,500 |   |
| Capitalized                leases              |   |                        | 95,191     |          |   | 42,000    |   |         | (54,890    | )                            |   |   |   |   | 82,301 |   |
|                                           |   |                        | 22,852,191 |          |   |      |   |         |       |                         |   |   |   |   | 26,057,711 |   |
| Less:                unamortized debt discount |   |                        | (3,126,231 | )             |   |      |   |         |       |                         |   | 503,525 |   |   | (2,622,706 | ) |
|                                           |   |                        | 19,725,960 |          |   |      |   |         |       |                         |   |   |   |   | 23,435,005 |   |
| Less:                current portion           |   |                        | (809,813   | )             |   |      |   |         |       |                         |   |   |   |   | (3,925,359 | ) |
|                                           |   | $                           | 18,916,147 |          |   |      |   |         |       |                         |   |   |   | $ | 19,509,646 |   |

**Seller      Financing**

----

**Revolving      Line of Credit, Senior Term Note and Subordinated Senior Term      Note**

----

**Derivative      Liabilities**

**Note      6. Stockholders’ Equity**

**Series      B Preferred Stock Conversion**

**Common      Stock and Stock Options**

----

**Note      7. Stock-Based Compensation**

|                                           |   |               |      |                |   | **Weighted**        |   |           |   |
|------------------------------------------------|--------|--------------------|-----------|---------------------|--------|---------------------|--------|----------------|--------|
|                                           |   |               |      |                |   | **Average**         |   |           |   |
|                                           |   | **Number of** |      |                |   | **Remaining**       |   | **Aggregate**  |   |
|                                           |   | **Shares**         |      | **Weighted**        |   | **Term**            |   | **Instrinsic** |   |
|                                           |   | **Outstanding**    |      | **Avg. Price** |   | **(in years)** |   | **Value**      |   |
|                                           |   |               |      |                |   |                |   |           |   |
| Outstanding,                December 31, 2007  |   |               | 4,054,963 |                | $      | 0.83                |   |           | 3.91   |   | $ | 222,800 |   |
| Granted                                        |   |               | 235,000   |                | $      | 0.61                |   |           |   |   |   |   |   |
| Exercised                                      |   |               | -         |                | $      | -                   |   |           |   |   |   |   |   |
| Forfeited                                      |   |               | (1,000    | )                   | $      | 1.25                |   |           |   |   |   |   |   |
| Outstanding,                September 30, 2008 |   |               | 4,288,963 |                | $      | 0.81                |   |           | 3.23   |   | $ | - |   |
|                                           |   |               |      |                |   |                |   |           |   |   |   |   |   |
| Exercisable,                September 30, 2008 |   |               | 3,073,546 |                | $      | 0.89                |   |           | 2.87   |   | $ | - |   |

**Note      8. Earnings (Loss) Per Common Share**

|                                |   | September 30, 2008 |       | September 30, 2007 |   |
|-------------------------------------|--------|------------------------------|------------|------------------------------|--------|
|                                |   |                         |       |                         |   |
| Options                and warrants |   |                         | 26,961,519 |                         |   | 14,677,941 |   |
| Preferred                stock      |   |                         | 32,960,008 |                         |   | 34,510,008 |   |
| Convertible                notes    |   |                         | 544,355    |                         |   | 3,788,100 |   |
|                                |   |                         | 60,465,882 |                         |   | 52,976,049 |   |

----

**Note      9. Income Taxes**

**Note      10. Fair Value Measurements**

|                                            |   | Fair Value at Reporting Date Using     |      |
|-------------------------------------------------|--------|-------------------------------------------------------------------------------------|-----------|
|                                            |   |                                                                                |      | **Quoted Price in** |   |   |   |   |   |
|                                            |   |                                                                                |      | **Active Markets** |   | **Significant Other** |   | **Significant** |   |
|                                            |   |                                                                                |      | **for Indentical** |   | **Observable** |   | **Unobservable** |   |
|                                            |   |                                                                                |      | **Assets** |   | **Inputs** |   | **Inputs** |   |
| **Description**                                 |   | **September 30, 2008**                                                    |      | **(Level 1)** |   | **(Level 2)** |   | **(Level 3)** |   |
|                                            |   |                                                                                |      |   |   |   |   |   |   |
| Derivative                financial instruments |   | $                                                                                   | 4,164,606 |   | $ | - |   | $ | - |   | $ | 4,164,606 |   |

|                                                                                                                                                                                                                                                                                          |   | **Fair                Value**        |       |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------|------------|
|                                                                                                                                                                                                                                                                                          |   | **Measurments**                      |       |
|                                                                                                                                                                                                                                                                                          |   | **Using                Significant** |       |
|                                                                                                                                                                                                                                                                                          |   | **Unobservable**                     |       |
|                                                                                                                                                                                                                                                                                          |   | **Inputs**                           |       |
|                                                                                                                                                                                                                                                                                          |   | **(Level                3)**         |       |
|                                                                                                                                                                                                                                                                                          |   |                                 |       |
| Beginning                balance - 12/31/2007                                                                                                                                                                                                                                                 |   | $                                    | 5,375,897  |   |
| Total                (gains) losses (realized/unrealized)                                                                                                                                                                                                                                     |   |                                 |       |   |
| Included                in earnings (or changes in net liabilities)                                                                                                                                                                                                                           |   |                                 | (1,211,291 | ) |
|                                                                                                                                                                                                                                                                                          |   |                                 |       |   |
| Ending                balance - 09/30/2008                                                                                                                                                                                                                                                    |   | $                                    | 4,164,606  |   |
|                                                                                                                                                                                                                                                                                          |   |                                 |       |   |
| The                amount of total (gains) losses for the period included in earnings                (or                changes in net liabilities) attributable to the change in unrealized                (gains) losses relating to assets still held at the reporting                date |   | $                                    | (1,211,291 | ) |

----

**Note      11. Acquisition of Benefit Dynamics, Inc.**

| Assets                acquired:             |   |   |    |
|---------------------------------------------|--------|--------|---------|
| Customer                lists/relationships |   | $      | 540,000 |   |
| Goodwill                                    |   |   | 398,318 |   |
|                                        |   |   | 938,318 |   |
|                                        |   |   |    |   |
| Liabilities                assumed:         |   |   |    |   |
| Other                liabilities            |   |   | 173,548 |   |
| Deferred                tax liabilities     |   |   | 216,000 |   |
|                                        |   |   |    |   |
| Net                purchase price           |   | $      | 548,770 |   |

----

**Note      12. Acquisition of Pentec, Inc. and Pentec Capital Management,      Inc.**

| Assets                acquired:             |   |   |      |   |
|---------------------------------------------|--------|--------|-----------|--------|
| Property                and equipment       |   | $      | 289,364   |   |
| Customer                lists/relationships |   |   | 2,351,000 |   |
| Covenant                not to compete      |   |   | 1,731,000 |   |
| Trade                name                   |   |   | 187,000   |   |
| Employment                contracts         |   |   | 287,000   |   |
| Goodwill                                    |   |   | 1,182,338 |   |
|                                        |   |   | 6,027,702 |   |
|                                        |   |   |      |   |
| Liabilities                assumed:         |   |   |      |   |
| Unearned                revenue             |   |   | 1,184,854 |   |
| Deferred                tax liability       |   |   | 1,142,092 |   |
| Other                liabilities            |   |   | 269,134   |   |
|                                        |   |   |      |   |
| Net                purchase price           |   | $      | 3,431,622 |   |

----

**Note      13. Acquisition of The Pension Alliance, Inc.**

| Assets                acquired:             |   |   |      |   |
|---------------------------------------------|--------|--------|-----------|--------|
| Customer                lists/relationships |   | $      | 2,470,000 |   |
| Covenant                not to compete      |   |   | 1,713,000 |   |
| Trade                name                   |   |   | 291,000   |   |
| Employment                contracts         |   |   | 256,000   |   |
| Goodwill                                    |   |   | 4,117,393 |   |
|                                        |   |   | 8,847,393 |   |
|                                        |   |   |      |   |
| Liabilities                assumed:         |   |   |      |   |
| Unearned                revenue             |   |   | 1,014,294 |   |
| Deferred                tax liability       |   |   | 1,206,800 |   |
|                                        |   |   |      |   |
| Net                purchase price           |   | $      | 6,626,299 |   |

----

**Note      14. Acquisition of California Investment and Annuity Sales**

| Assets                acquired:             |   |   |      |   |
|---------------------------------------------|--------|--------|-----------|--------|
| Customer                lists/relationships |   | $      | 880,000   |   |
| Covenant                not to compete      |   |   | 550,000   |   |
| Employment                contracts         |   |   | 280,000   |   |
| Goodwill                                    |   |   | 1,239,929 |   |
|                                        |   |   | 2,949,929 |   |
|                                        |   |   |      |   |
| Liabilities                assumed:         |   |   |      |   |
| Deferred                tax liability       |   |   | 464,000   |   |
|                                        |   |   |      |   |
| Net                purchase price           |   | $      | 2,485,929 |   |

----

**Note      15. Acquisition of Alaska Pension Services, Ltd.**

| Assets                acquired:             |   |   |      |   |
|---------------------------------------------|--------|--------|-----------|--------|
| Property                and equipment       |   | $      | 23,616    |   |
| Accounts                receivable          |   |   | 198,634   |   |
| Customer                lists/relationships |   |   | 440,000   |   |
| Covenant                not to compete      |   |   | 300,000   |   |
| Trade                name                   |   |   | 70,000    |   |
| Employment                contracts         |   |   | 125,000   |   |
| Goodwill                                    |   |   | 453,227   |   |
| Other                assets                 |   |   | 43,834    |   |
|                                        |   |   | 1,654,311 |   |
|                                        |   |   |      |   |
| Liabilities                assumed:         |   |   |      |   |
| Deferred                tax liability       |   |   | 254,000   |   |
| Other                liabilities            |   |   | 64,750    |   |
|                                        |   |   |      |   |
| Net                purchase price           |   | $      | 1,335,561 |   |

The      identifiable intangible assets listed above will be amortized for book purposes      over the estimated useful lives of the assets. The amortization of most of      the      identifiable intangible assets and goodwill are not deductible for tax purposes.      The total initial purchase price will be adjusted for actual acquisition and      closing costs. Additional consideration or adjustments are recorded in the      condensed consolidated financial statements as goodwill.

----

**Note      16. Acquisition of Alan N. Kanter & Associates,      Inc.**

| Assets                acquired:             |   |   |      |   |
|---------------------------------------------|--------|--------|-----------|--------|
| Property                and equipment       |   | $      | 13,006    |   |
| Accounts                receivable          |   |   | 113,769   |   |
| Customer                lists/relationships |   |   | 710,000   |   |
| Covenant                not to compete      |   |   | 497,185   |   |
| Trade                name                   |   |   | 110,000   |   |
| Employment                contracts         |   |   | 270,000   |   |
| Plan                life documents          |   |   | 25,403    |   |
| Goodwill                                    |   |   | 565,143   |   |
| Other                assets                 |   |   | 26,376    |   |
|                                        |   |   | 2,330,882 |   |
|                                        |   |   |      |   |
| Liabilities                assumed:         |   |   |      |   |
| Deferred                tax liability       |   |   | 446,161   |   |
| Other                liabilities            |   |   | 29,870    |   |
|                                        |   |   |      |   |
| Net                purchase price           |   | $      | 1,854,851 |   |

----

**Note      17. Acquisition of the Assets of Retirement & Employee Benefit Services,      Inc. **

| Assets                acquired:             |   |   |    |   |
|---------------------------------------------|--------|--------|---------|--------|
| Customer                lists/relationships |   | $      | 97,917  |   |
| Covenant                not to compete      |   |   | 54,398  |   |
| Accounts                receivable          |   |   | 24,943  |   |
|                                        |   |   |    |   |
| Net                purchase price           |   | $      | 177,258 |   |

**Note      18. Unaudited Proforma interim Financial Information - Nine and three      months ended September 30, 2008 and 2007**

|                                                               |   | (Unaudited)                  |       | (Unaudited)                  |   |
|--------------------------------------------------------------------|--------|------------------------------|------------|------------------------------|--------|
|                                                               |   | Nine Months Ended  |       | Nine Months Ended  |   |
|                                                               |   | September 30, 2008 |       | September 30, 2007 |   |
|                                                               |   |                         |       |                         |   |
| Revenues                                                           |   | $                            | 33,311,692 |                         | $      | 30,580,494 |   |
|                                                               |   |                         |       |                         |   |   |   |
| Net                income (loss) available to common shareholders  |   | $                            | 146,588    |                         | $      | (4,571,175 | ) |
|                                                               |   |                         |       |                         |   |   |   |
| Net                income (loss) per common share - basic          |   | $                            | 0.00       |                         | $      | (0.16 | ) |
|                                                               |   |                         |       |                         |   |   |   |
| Income                (loss) per common share – diluted |   | $                            | 0.00       |                         | $      | (0.16 | ) |

|                                                              |   | (Unaudited)                  |       | (Unaudited)                  |   |
|-------------------------------------------------------------------|--------|------------------------------|------------|------------------------------|--------|
|                                                              |   | Three Months Ended |       | Three Months Ended |   |
|                                                              |   | September 30, 2008 |       | September 30, 2007 |   |
|                                                              |   |                         |       |                         |   |
| Revenues                                                          |   | $                            | 11,211,057 |                         | $      | 11,082,487 |   |
|                                                              |   |                         |       |                         |   |   |   |
| Net                income (loss) available to common shareholders |   | $                            | 1,561,575  |                         | $      | (263,044 | ) |
|                                                              |   |                         |       |                         |   |   |   |
| Net                income (loss) per common share - basic         |   | $                            | 0.04       |                         | $      | (0.01 | ) |
|                                                              |   |                         |       |                         |   |   |   |
| Net                income (loss) per common share - diluted       |   | $                            | 0.03       |                         | $      | (0.01 | ) |

----

**Note      19. Subsequent Events**

**Acquisition      of Pension Technical Services, Inc.**

**Advances      **

**Related      Party Transactions**

----

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

**Results      of Operations:**

**Nine      Month Period Ended September 30, 2008 Compared to September 30,      2007**

|                                                                    |   |  (Unaudited)                  |       |      |   | (Unaudited)                  |   |      |       |                   |   |                   |   |
|-------------------------------------------------------------------------|--------|------------------------------------|------------|-----------|--------|------------------------------|--------|-----------|------------|------------------------|--------|------------------------|--------|
|                                                                    |   |  Nine Months Ended  |       | % of |   | Nine Months Ended  |   | % of |       | $  Change    |   | %  Change    |   |
|                                                                    |   |  September 30, 2008 |       | Revenues  |   | September 30, 2007 |   | Revenues  |       | 2008 to 2007 |   | 2008 to 2007 |   |
|                                                                    |   |                          |       |      |   |                         |   |      |       |                   |   |                   |   |
| Revenues                                                                |   | $                                  | 31,853,174 |      |   | 100.0                        | %      | $         | 27,299,601 |                   |   | 100.0                  | %      | $ | 4,553,573 |   |   | 16.7 | % |
|                                                                    |   |                               |       |      |   |                         |   |      |       |                   |   |                   |   |   |   |   |   |   |   |
| Operating                expenses:                                      |   |                               |       |      |   |                         |   |      |       |                   |   |                   |   |   |   |   |   |   |   |
| Selling,                general and administrative expenses             |   |                               | 24,229,310 |      |   | 76.1                         | %      |      | 21,982,748 |                   |   | 80.5                   | %      |   | 2,246,562 |   |   | 10.2 | % |
| Depreciation                and amortization                            |   |                               | 5,698,198  |      |   | 17.9                         | %      |      | 5,043,801  |                   |   | 18.5                   | %      |   | 654,397 |   |   | 13.0 | % |
| Stock-based                compensation                                 |   |                               | 904,538    |      |   | 2.8                          | %      |      | 325,400    |                   |   | 1.2                    | %      |   | 579,138 |   |   | 178.0 | % |
|                                                                    |   |                               |       |      |   |                         |   |      |       |                   |   |                   |   |   |   |   |   |   |   |
| Total                operating expenses                                 |   |                               | 30,832,046 |      |   | 96.8                         | %      |      | 27,351,949 |                   |   | 100.2                  | %      |   | 3,480,097 |   |   | 12.7 | % |
|                                                                    |   |                               |       |      |   |                         |   |      |       |                   |   |                   |   |   |   |   |   |   |   |
| Net                operating income (loss)                              |   |                               | 1,021,128  |      |   | 3.2                          | %      |      | (52,348    | )                      |   | -0.2                   | %      |   | 1,073,476 |   |   | -2050.7 | % |
|                                                                    |   |                               |       |      |   |                         |   |      |       |                   |   |                   |   |   |   |   |   |   |   |
| Other                income (expenses):                                 |   |                               |       |      |   |                         |   |      |       |                   |   |                   |   |   |   |   |   |   |   |
| Change                in fair value of derivative financial instruments |   |                               | 1,211,291  |      |   | 3.8                          | %      |      | (576,131   | )                      |   | -2.1                   | %      |   | 1,787,422 |   |   | -310.2 | % |
| Interest                expense                                         |   |                               | (2,030,337 | )         |   | -6.4                         | %      |      | (3,755,827 | )                      |   | -13.8                  | %      |   | 1,725,490 |   |   | -45.9 | % |
| Interest,                dividend and rental income                     |   |                               | 34,915     |      |   | 0.1                          | %      |      | 81,900     |                   |   | 0.3                    | %      |   | (46,985 | ) |   | -57.4 | % |
|                                                                    |   |                               |       |      |   |                         |   |      |       |                   |   |                   |   |   |   |   |   |   |   |
| Total                other expense, net                                 |   |                               | (784,131   | )         |   | -2.5                         | %      |      | (4,250,058 | )                      |   | -15.6                  | %      |   | 3,465,927 |   |   | -81.6 | % |
|                                                                    |   |                               |       |      |   |                         |   |      |       |                   |   |                   |   |   |   |   |   |   |   |
| Net                income (loss) before deferred income tax benefit     |   |                               | 236,997    |      |   | 0.7                          | %      |      | (4,302,406 | )                      |   | -15.8                  | %      |   | 4,539,403 |   |   | -105.5 | % |
|                                                                    |   |                               |       |      |   |                         |   |      |       |                   |   |                   |   |   |   |   |   |   |   |
| Deferred                income tax benefit                              |   |                               | 1,402,771  |      |   | 4.4                          | %      |      | 1,089,408  |                   |   | 4.0                    | %      |   | 313,363 |   |   | 28.8 | % |
|                                                                    |   |                               |       |      |   |                         |   |      |       |                   |   |                   |   |   |   |   |   |   |   |
| Net                income (loss) before preferred stock dividends       |   |                               | 1,639,768  |      |   | 5.1                          | %      |      | (3,212,998 | )                      |   | -11.8                  | %      | $ | 4,852,766 |   |   | -151.0 | % |
|                                                                    |   |                               |       |      |   |                         |   |      |       |                   |   |                   |   |   |   |   |   |   |   |
| Less:                preferred stock dividends                          |   |                               | (1,485,500 | )         |   |                         |   |      | (1,589,350 | )                      |   |                   |   |   |   |   |   |   |   |
|                                                                    |   |                               |       |      |   |                         |   |      |       |                   |   |                   |   |   |   |   |   |   |   |
| Net                income (loss) available to common stockholders       |   | $                                  | 154,268    |      |   |                         |   | $         | (4,802,348 | )                      |   |                   |   |   |   |   |   |   |   |
|                                                                    |   |                               |       |      |   |                         |   |      |       |                   |   |                   |   |   |   |   |   |   |   |
| Net                income (loss) per common share - basic               |   | $                                  | 0.00       |      |   |                         |   | $         | (0.18      | )                      |   |                   |   |   |   |   |   |   |   |
|                                                                    |   |                               |       |      |   |                         |   |      |       |                   |   |                   |   |   |   |   |   |   |   |
| Net                income (loss) per common share - diluted             |   | $                                  | 0.00       |      |   |                         |   | $         | (0.18      | )                      |   |                   |   |   |   |   |   |   |   |
|                                                                    |   |                               |       |      |   |                         |   |      |       |                   |   |                   |   |   |   |   |   |   |   |
| Weighted                average common shares outstanding - basic       |   |                               | 36,760,000 |      |   |                         |   |      | 27,070,000 |                   |   |                   |   |   |   |   |   |   |   |
|                                                                    |   |                               |       |      |   |                         |   |      |       |                   |   |                   |   |   |   |   |   |   |   |
| Weighted                average common shares outstanding - diluted     |   |                               | 41,311,000 |      |   |                         |   |      | 27,070,000 |                   |   |                   |   |   |   |   |   |   |   |

----

**Operating      Income (Loss)**

**Other      Income (Expenses)**

**Preferred      Stock Dividends**

----

**Three      Month Period Ended September 30, 2008 Compared to September 30,      2007**

|                                                                    |   |  (Unaudited)                  |       |            |   | (Unaudited)                  |   |            |       |                   |   |                   |   |
|-------------------------------------------------------------------------|--------|------------------------------------|------------|-----------------|--------|------------------------------|--------|-----------------|------------|------------------------|--------|------------------------|--------|
|                                                                    |   |  Three Months Ended |       | % of  |   | Three Months Ended |   | % of  |       | $  Change    |   | %  Change    |   |
|                                                                    |   |  September 30, 2008 |       | Revenues        |   | September 30, 2007 |   | Revenues        |       | 2008 to 2007 |   | 2008 to 2007 |   |
|                                                                    |   |                          |       |            |   |                         |   |            |       |                   |   |                   |   |
| Revenues                                                                |   | $                                  | 11,151,645 |            |   | 100.0                        | %      | $               | 10,312,482 |                   |   | 100.0                  | %      | $ | 839,163 |   |   | 8.1 | % |
|                                                                    |   |                               |       |            |   |                         |   |            |       |                   |   |                   |   |   |   |   |   |   |   |
| Operating                expenses:                                      |   |                               |       |            |   |                         |   |            |       |                   |   |                   |   |   |   |   |   |   |   |
| Selling,                general and administrative expenses             |   |                               | 8,321,053  |            |   | 74.6                         | %      |            | 7,340,175  |                   |   | 71.2                   | %      |   | 980,878 |   |   | 13.4 | % |
| Depreciation                and amortization                            |   |                               | 2,069,433  |            |   | 18.6                         | %      |            | 1,772,750  |                   |   | 17.2                   | %      |   | 296,683 |   |   | 16.7 | % |
| Stock-based                compensation                                 |   |                               | 97,474     |            |   | 0.9                          | %      |            | 39,894     |                   |   | 0.4                    | %      |   | 57,580 |   |   | 144.3 | % |
|                                                                    |   |                               |       |            |   |                         |   |            |       |                   |   |                   |   |   |   |   |   |   |   |
| Total                operating expenses                                 |   |                               | 10,487,960 |            |   | 94.0                         | %      |            | 9,152,819  |                   |   | 88.8                   | %      |   | 1,335,141 |   |   | 14.6 | % |
|                                                                    |   |                               |       |            |   |                         |   |            |       |                   |   |                   |   |   |   |   |   |   |   |
| Net                operating income                                     |   |                               | 663,685    |            |   | 6.0                          | %      |            | 1,159,663  |                   |   | 11.2                   | %      |   | (495,978 | ) |   | -42.8 | % |
|                                                                    |   |                               |       |            |   |                         |   |            |       |                   |   |                   |   |   |   |   |   |   |   |
| Other                income (expenses):                                 |   |                               |       |            |   |                         |   |            |       |                   |   |                   |   |   |   |   |   |   |   |
| Change                in fair value of derivative financial instruments |   |                               | 1,469,952  |            |   | 13.2                         | %      |            | 128,119    |                   |   | 1.2                    | %      |   | 1,341,833 |   |   | 1047.3 | % |
| Interest                expense                                         |   |                               | (704,450   | )               |   | -6.3                         | %      |            | (1,409,818 | )                      |   | -13.7                  | %      |   | 705,368 |   |   | -50.0 | % |
| Interest,                dividend and rental income                     |   |                               | 3,852      |            |   | 0.0                          | %      |            | 21,633     |                   |   | 0.2                    | %      |   | (17,781 | ) |   | -82.2 | % |
|                                                                    |   |                               |       |            |   |                         |   |            |       |                   |   |                   |   |   |   |   |   |   |   |
| Total                other income (expense), net                        |   |                               | 769,354    |            |   | 6.9                          | %      |            | (1,260,066 | )                      |   | -12.2                  | %      |   | 2,029,420 |   |   | -161.1 | % |
|                                                                    |   |                               |       |            |   |                         |   |            |       |                   |   |                   |   |   |   |   |   |   |   |
| Net                income (loss) before deferred income tax benefit     |   |                               | 1,433,039  |            |   | 12.9                         | %      |            | (100,403   | )                      |   | -1.0                   | %      |   | 1,533,442 |   |   | -1527.3 | % |
|                                                                    |   |                               |       |            |   |                         |   |            |       |                   |   |                   |   |   |   |   |   |   |   |
| Deferred                income tax benefit                              |   |                               | 543,392    |            |   | 4.9                          | %      |            | 412,083    |                   |   | 4.0                    | %      |   | 131,309 |   |   | 31.9 | % |
|                                                                    |   |                               |       |            |   |                         |   |            |       |                   |   |                   |   |   |   |   |   |   |   |
| Net                income before preferred stock dividends              |   |                               | 1,976,431  |            |   | 17.7                         | %      |            | 311,680    |                   |   | 3.0                    | %      | $ | 1,664,751 |   |   | 534.1 | % |
|                                                                    |   |                               |       |            |   |                         |   |            |       |                   |   |                   |   |   |   |   |   |   |   |
| Less:                preferred stock dividends                          |   |                               | (494,400   | )               |   |                         |   |            | (535,650   | )                      |   |                   |   |   |   |   |   |   |   |
|                                                                    |   |                               |       |            |   |                         |   |            |       |                   |   |                   |   |   |   |   |   |   |   |
| Net                income (loss) available to common stockholders       |   | $                                  | 1,482,031  |            |   |                         |   | $               | (223,970   | )                      |   |                   |   |   |   |   |   |   |   |
|                                                                    |   |                               |       |            |   |                         |   |            |       |                   |   |                   |   |   |   |   |   |   |   |
| Net                income (loss) per common share - basic               |   | $                                  | 0.04       |            |   |                         |   | $               | (0.01      | )                      |   |                   |   |   |   |   |   |   |   |
|                                                                    |   |                               |       |            |   |                         |   |            |       |                   |   |                   |   |   |   |   |   |   |   |
| Net                income (loss) per common share - diluted             |   | $                                  | 0.03       |            |   |                         |   | $               | (0.01      | )                      |   |                   |   |   |   |   |   |   |   |
|                                                                    |   |                               |       |            |   |                         |   |            |       |                   |   |                   |   |   |   |   |   |   |   |
| Weighted                average common shares outstanding - basic       |   |                               | 37,201,000 |            |   |                         |   |            | 27,889,000 |                   |   |                   |   |   |   |   |   |   |   |
|                                                                    |   |                               |       |            |   |                         |   |            |       |                   |   |                   |   |   |   |   |   |   |   |
| Weighted                average common shares outstanding - diluted     |   |                               | 73,554,000 |            |   |                         |   |            | 27,889,000 |                   |   |                   |   |   |   |   |   |   |   |

----

**Operating      Income**

**Other      Income (Expenses)**

**Preferred      Stock Dividends**

----

**Liquidity      and Capital Resources:**

|                                     |   | (Unaudited)                  |       | (Audited)                   |   |
|------------------------------------------|--------|------------------------------|------------|-----------------------------|--------|
|                                     |   | September 30, 2008 |       | December 31, 2007 |   |
| Unrestricted                Cash         |   | $                            | 1,682,543  |                        | $      | 3,254,759 |   |
| Working                Capital (deficit) |   | $                            | (5,862,580 | )                           | $      | (3,994,816 | ) |
| Stockholders'                Equity      |   | $                            | 15,325,801 |                        | $      | 14,046,996 |   |

|                                                                     |   |  **(Unaudited)**                  |       |  (Unaudited)                      |   |
|--------------------------------------------------------------------------|--------|----------------------------------------|------------|----------------------------------------|--------|
|                                                                     |   |  **Nine Months Ended**  |       |  **Nine Months Ended**  |   |
|                                                                     |   |  **September 30, 2008** |       |  **September 30, 2007** |   |
| **Net                cash provided by operating activities**             |   | $                                      | 3,216,389  |                                   | $      | 1,017,380 |   |
|                                                                     |   |                                   |       |                                   |   |   |   |
| **Cash                flows from investing activities:**                 |   |                                   |       |                                   |   |   |   |
| Purchases                of property and equipment                       |   |                                   | (238,345   | )                                      |   | (246,726 | ) |
| Acquisition                of Alaska Pension Services                    |   |                                   | (730,561   | )                                      |   | - |   |
| Acquisition                of National Actuarial Pension Services, Inc.  |   |                                   | (21,623    | )                                      |   | - |   |
| Acquisition                of Alan N. Kanter & Associates            |   |                                   | (1,837,851 | )                                      |   | - |   |
| Acquisition                of Benefit Dynamics                           |   |                                   | (8,770     | )                                      |   | (340,000 | ) |
| Acquisition                of Pentec and Pentec Capital Management       |   |                                   | (40,246    | )                                      |   | (1,691,376 | ) |
| Acquisition                of The Pension Alliance                       |   |                                   | (146,299   | )                                      |   | (3,380,000 | ) |
| Acquisition                of California Investment and Annuity Services |   |                                   | (1,535,929 | )                                      |   | - |   |
| Acquisition                of the assets of REBS                         |   |                                   | (177,258   | )                                      |   | - |   |
| **Net                cash used in investing activities**                 |   |                                   | (4,736,882 | )                                      |   | (5,658,102 | ) |
|                                                                     |   |                                   |       |                                   |   |   |   |
| **Cash                flows from financing activities:**                 |   |                                   |       |                                   |   |   |   |
| Proceeds                from long-term debt                              |   |                                   | 2,400,375  |                                   |   | - |   |
| Payments                on long-term debt and notes                      |   |                                   | (2,392,390 | )                                      |   | (1,717,688 | ) |
| Proceeds                from sale of common and preferred shares, net    |   |                                   | -          |                                   |   | 1,194,908 |   |
| Payment                of deferred financing costs                       |   |                                   | (59,708    | )                                      |   | - |   |
| **Net                cash used in financing activities**                 |   |                                   | (51,723    | )                                      |   | (522,780 | ) |
|                                                                     |   |                                   |       |                                   |   |   |   |
| Net                decrease in cash                                      |   |                                   | (1,572,216 | )                                      |   | (5,163,502 | ) |
|                                                                     |   |                                   |       |                                   |   |   |   |
| Cash,                beginning of period                                 |   |                                   | 3,254,759  |                                   |   | 6,191,301 |   |
|                                                                     |   |                                   |       |                                   |   |   |   |
| Cash,                end of period                                       |   | $                                      | 1,682,543  |                                   | $      | 1,027,799 |   |

----

**Revolving      Line of Credit, Senior Term Note and Subordinated Senior Term      Note**

----

**Seller      Financing**

**Future      Contractual Obligations**

|                                              |   | (Unaudited)                           |       |                            |   |                     |   |                     |       |
|---------------------------------------------------|--------|---------------------------------------|------------|---------------------------------|--------|--------------------------|--------|--------------------------|------------|
|                                              |   | September 30, 2008          |       |                            |   |                     |   |                     |       |
|                                              |   | Payments due by period |       |
|                                              |   | Total                                 |       | Less than 1 year |   | 1-3                years |   | 3-5                years |       |
|                                              |   |                                  |       |                            |   |                     |   |                     |       |
| Operating                Lease Obligations        |   | $                                     | 6,145,410  |                            | $      | 1,942,598                |   | $                        | 3,176,035  |   | $ | 1,026,777 |   |
|                                              |   |                                  |       |                            |   |                     |   |                     |       |   |   |   |   |
| Employment                Contracts               |   | $                                     | 1,362,918  |                            | $      | 1,098,334                |   | $                        | 264,584    |   | $ | - |   |
|                                              |   |                                  |       |                            |   |                     |   |                     |       |   |   |   |   |
| Revolving                Line of Credit           |   | $                                     | 1,000,000  |                            | $      | 1,000,000                |   | $                        | -          |   | $ | - |   |
|                                              |   |                                  |       |                            |   |                     |   |                     |       |   |   |   |   |
| Short                and Long Term Debt           |   | $                                     | 26,057,711 |                            | $      | 3,925,359                |   | $                        | 22,111,838 |   | $ | 20,514 |   |
|                                              |   |                                  |       |                            |   |                     |   |                     |       |   |   |   |   |
| Total                Contractual Cash Obligations |   | $                                     | 34,566,040 |                            | $      | 7,966,291                |   | $                        | 25,552,457 |   | $ | 1,047,291 |   |

----

**Critical      Accounting Policies and Estimates**

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

**Revenue      Recognition**

|   | · | Third                party administration;                                                                |
|--------|--------|-----------------------------------------------------------------------------------------------------------|
|   | · | Financial                planning and investment advisory fees and securities                commissions; |
|   | · | Insurance                commissions.*** ***                                                         |

|   | · | Persuasive                evidence of an arrangement between the Company and its clients                exists;                  |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------|
|   | · | Delivery                of the product to the customer has occurred or service has been provided                to the customer; |
|   | · | The                price to the customer is fixed and determinable;                                                              |
|   | · | Collectability                of the sales price is reasonably                assured.                                           |

|   | · | As                services are rendered;                                                |
|--------|--------|-----------------------------------------------------------------------------------------|
|   | · | Contingent                commissions are recorded as revenue is                earned. |

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

----

**Management's      Estimates**

**Inflation**

**Special      Note Regarding Forward Looking Statements**

**Adoption      of New Accounting Pronouncements**

**New      Accounting Pronouncements**

----

**ITEM      3. Quantitative and Qualitative Disclosures about Market      Risks**

----

**ITEM      4. Controls and Procedures**

**ITEM      4T. Controls and Procedures**

*Evaluation          of disclosure controls and procedures *

*Changes        in internal controls over financial reporting *

----

**PART      II. OTHER INFORMATION**

**ITEM      1.**       **Legal      Proceedings**

**ITEM      1A. Risk Factors**

**ITEM      2. Unregistered Sales of Equity Securities and Use of      Proceeds**

**Unregistered      Sales of Equity Securities**

**January      2, 2008**

**March      10, 2008**

**April      17, 2008**

**April      18, 2008**

**June      30, 2008**

**July      16, 2008**

**October      2, 2008**

----

**ITEM      3. Defaults Upon Senior Securities**

**ITEM      4. Submission of Matters to a Vote of Security Holders**

**ITEM      5. Other Information**

----

**ITEM      6. Exhibits** 

| **Exhibit****Number** |   |  **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|-----------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1                   |   | Articles                of Incorporation of the Company, as amended (Incorporated by reference                to                Form S-18 filed with the Securities and Exchange Commission on October                7,                1985))                                                                                                                                                                                                                                                                                                    |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.2                   |   | Amended                and Restated Bylaws of the Company (Incorporated by reference to                Form                8-K_filed with the Securities and Exchange Commission on April 19,                2005.                (File No.333-124161))                                                                                                                                                                                                                                                                                           |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.3                   |   | Certificate                of Designation of Preferences, Rights and Limitations of Series B                Cumulative Convertible Preferred Stock (Incorporated by reference                to Form                8-K filed with the Securities and Exchange Commission on October                19, 2005.                (File No.000-51252))                                                                                                                                                                                                 |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.4                   |   | Certificate                of Designation of Preferences, Rights and Limitations of Series C                Cumulative Convertible Preferred Stock (Incorporated by reference                to Form                8-K filed with the Securities and Exchange Commission on November                14,                2005. (File No.000-51252))                                                                                                                                                                                                |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.5                   |   | Articles                of Amendment to the Articles of Incorporation dated August19, 2004                (Incorporated by reference to Form SB-2 filed with the Securities                and                Exchange Commission on November 21, 2006 (File No.                333-136790))                                                                                                                                                                                                                                                      |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.6                   |   | Articles                of Amendment to the Articles of Incorporation dated March 2, 2005                (Incorporated by reference to Form SB-2 filed with the Securities                and                Exchange Commission on November 21, 2006 (File No.                333-136790))                                                                                                                                                                                                                                                       |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.7                   |   | Articles                of Amendment to the Articles of Incorporation dated March 15, 2005                (Incorporated by reference to Form SB-2 filed with the Securities                and                Exchange Commission on November 21, 2006 (File No.                333-136790))                                                                                                                                                                                                                                                      |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.8                   |   | Articles                of Amendment to the Articles of Incorporation dated March 21, 2005                (Incorporated by reference to Form SB-2 filed with the Securities                and                Exchange Commission on November 21, 2006 (File No.                333-136790))                                                                                                                                                                                                                                                      |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.9                   |   | Certificate                of Designation of Preferences, Rights and Limitations of Series D                Cumulative Convertible Preferred Stock (Incorporated by reference                to Form                8-K filed with the Securities and Exchange Commission on March 27,                2006.                (File No. 002-98138-A))                                                                                                                                                                                                |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.10                  |   | Certificate                of Designation of Preferences, Rights and Limitations of Series E                Cumulative Convertible Preferred Stock (Incorporated by reference                to Form                8-K filed with the Securities and Exchange Commission on December                26,                2006. (File No. 002-98138-A))                                                                                                                                                                                             |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.1                   |   | Securities                Purchase Agreement dated March 9, 2005 by and between the Company                and                Laurus Master Fund, Ltd. (Incorporated by reference to Form 8-K filed                with                the Securities and Exchange Commission on March 15, 2005. (File No.                002-98138-A))                                                                                                                                                                                                           |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.2                   |   | Secured                Convertible Term Note dated March 9, 2005 issued by the Company to                Laurus                Master Fund, Ltd. (Incorporated by reference to Form 8-K filed with                the                Securities and Exchange Commission on March 15, 2005. (File No.                002-98138-A))                                                                                                                                                                                                                 |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.3                   |   | Secured                Convertible Term Note dated March 9, 2005 issued by the Company to                Laurus                Master Fund, Ltd. (Incorporated by reference to Form 8-K filed with                the                Securities and Exchange Commission on March 15, 2005. (File No.                002-98138-A))                                                                                                                                                                                                                 |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.4                   |   | Common                Stock Option dated March 9, 2005 issued by the Company to Laurus                Master                Fund, Ltd. (Incorporated by reference to Form 8-K filed with the                Securities and Exchange Commission on March 15, 2005. (File No.                002-98138-A))                                                                                                                                                                                                                                          |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.5                   |   | Master                Security Agreement dated March 9, 2005 among Fast Eddie Racing Stables,                Inc., Duncan Capital Financial Group, Inc., Pension Administration                Services, Inc., Complete Investment Management Inc. of Philadelphia,                MD                Bluestein, Inc. and Laurus Master Fund, Ltd .(Incorporated by reference                to                Form 8-K filed with the Securities and Exchange Commission on March                15,                2005. (File No. 002-98138-A)) |

----

| 4.6    | Stock                Pledge Agreement dated March 9, 2005 among Fast Eddie Racing Stables,                Inc., Duncan Capital Financial Group, Inc., Pension Administration                Services, Inc., Complete Investment Management Inc. of Philadelphia,                MD                Bluestein, Inc. and Laurus Master Fund, Ltd.(Incorporated by reference                to                Form 8-K filed with the Securities and Exchange Commission on March                15,                2005. (File No. 002-98138-A)) |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.7    | Subsidiary                Guaranty dated March 9, 2005 executed by Duncan Capital Group, Inc.,                Pension Administration Services, Inc., Complete Investment Management                Inc.                of Philadelphia, MD Bluestein, Inc. and Laurus Master Fund, Ltd.                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on March 15, 2005. (File No.                002-98138-A))                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.8    | Registration                Rights Agreement dated March 9, 2005 by and between Fast Eddie Racing                Stables, Inc. and Laurus Master Fund, Ltd. (Incorporated by reference                to                Form 8-K filed with the Securities and Exchange Commission on March                15,                2005. (File No. 002-98138-A))                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.9    | Common                Stock Purchase Warrant dated March 9, 2005 issued by Duncan Capital                Financial Group, Inc. to Richard E. Stierwalt. (Incorporated by reference                to Form 8-K filed with the Securities and Exchange Commission on                March 15,                2005. (File No. 002-98138-A))                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.10   | Common                Stock Purchase Warrant dated March 9, 2005 issued by Duncan Capital                Financial Group, Inc. to Leonard Neuhaus. (Incorporated by reference                to                Form 8-K filed with the Securities and Exchange Commission on March                15,                2005. (File No. 002-98138-A))                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.11   | Form                of Stock Option Agreement, dated March 9, 2005, between the Company                and                certain non-management directors. (Incorporated by reference to Form                8-K                filed with the Securities and Exchange Commission on April 19,                2005.))                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.12   | Securities                Purchase Agreement dated November 30, 2005 entered by and between                National                Investment Mangers Inc. and Laurus Master Fund, Ltd. (Incorporated                by                reference to Form 8-K filed with the Securities and Exchange Commission                on                December 6, 2005. (File No.000-51252))                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.13   | Securities                Purchase Agreement dated November 30, 2005 entered by and between                National                Investment Mangers Inc. and Laurus Master Fund, Ltd. (Incorporated                by                reference to Form 8-K filed with the Securities and Exchange Commission                on                December 6, 2005. (File No.000-51252))                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.14   | Securities                Purchase Agreement dated November 30, 2005 entered by and between                National                Investment Mangers Inc. and Laurus Master Fund, Ltd. (Incorporated                by                reference to Form 8-K filed with the Securities and Exchange Commission                on                December 6, 2005. (File No.000-51252))                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.15   | Convertible                Promissory Note, dated August 2, 2005, issued by the Company to Stephen                H.                Rosen. (Incorporated by reference to Form 8-K filed with the Securities                and Exchange Commission on August 5, 2005.(File                No.000-51252))                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.16   | Convertible                Promissory Note, dated August 2, 2005, issued by the Company to Elizabeth                Davies. (Incorporated by reference to Form 8-K filed with the Securities                and Exchange Commission on August 5, 2005. (File                No.000-51252))                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.17   | Common                Stock Option, dated August 2, 2005, issued by the Company to Stephen                H.                Rosen. (Incorporated by reference to Form 8-K filed with the Securities                and Exchange Commission on August 5, 2005. (File                No.000-51252))                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.18   | Common                Stock Option, dated August 2, 2005, issued by the Company to Stephen                H.                Rosen. (Incorporated by reference to Form 8-K filed with the Securities                and Exchange Commission on August 5, 2005. (File                No.000-51252))                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.19   | Form                of Subscription Agreement for Series B Cumulative Convertible Preferred                Stock (Incorporated by reference to the Form 8-K Current Report filed                with                the Securities and Exchange Commission on October 20, 2005 (File                No.000-51252))                                                                                                                                                                                                                            |

----

| 4.20   | Form                of Subscription Agreement for Series C Cumulative Convertible Preferred                Stock (Incorporated by reference to the Form 8-K Current Report filed                with                the Securities and Exchange Commission on November 14, 2005 (File                No.000-51252))                                          |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.21   | Amendment                Agreement entered by and between the Company and Laurus Master Fund                Ltd.                dated August 2006                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.22   | Securities                Purchase Agreement dated May 30, 2006 by and between National Investment                Managers Inc. and Laurus Master Fund, Ltd. (Incorporated by reference                to                the Form 8-K Current Report filed with the Securities and Exchange                Commission on June 5, 2006 (File No.000-51252))   |
|   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.23   | Secured                Non-Convertible Term Note payable to Laurus Master Fund, Ltd.                (Incorporated by reference to the Form 8-K Current Report filed with                the                Securities and Exchange Commission on June 5, 2006 (File                No.000-51252))                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.24   | Secured                Non-Convertible Term Note payable to Laurus Master Fund, Ltd.                (Incorporated by reference to the Form 8-K Current Report filed with                the                Securities and Exchange Commission on June 5, 2006 (File                No.000-51252))                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.25   | Registration                Rights Agreement dated May 30, 2006 by and between National Investment                Managers Inc. and Laurus Master Fund, Ltd. (Incorporated by reference                to                the Form 8-K Current Report filed with the Securities and Exchange                Commission on June 5, 2006 (File No.000-51252))   |
|   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.26   | Letter                Agreement dated May 30, 2006 by and between National Investment Managers                Inc. and Laurus Master Fund, Ltd. (Incorporated by reference to the                Form                8-K Current Report filed with the Securities and Exchange Commission                on                June 5, 2006 (File No.000-51252)) |
|   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.27   | Amendment                dated May 30, 2006 by and between National Investment Managers Inc.                and                Laurus Master Fund, Ltd. (Incorporated by reference to the Form 8-K                Current Report filed with the Securities and Exchange Commission                on June                5, 2006 (File No.000-51252))        |
|   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.28   | Agreement                dated June 14, 2006 by and between National Investment Managers Inc.                and                Laurus Master Fund, Ltd. (Incorporated by reference to the Form 8-K                Current Report filed with the Securities and Exchange Commission                on June                16, 2006 (File No.000-51252))      |
|   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.29   | Common                Stock Purchase Warrant dated May 30, 2006 issued to Laurus Master                Fund,                Ltd. (Incorporated by reference to the Form 8-K Current Report filed                with                the Securities and Exchange Commission on June 16, 2006 (File                No.000-51252))                              |
|   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.30   | Letter                from Laurus Master Fund, Ltd. to National Investment Managers Inc.,                dated                June 14, 2006 (Incorporated by reference to the Form 8-K Current                Report                filed with the Securities and Exchange Commission on June 16, 2006                (File                No.000-51252))    |
|   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.31   | Form                of Subscription Agreement for Series D Cumulative Convertible Preferred                Stock (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on March 27, 2006. (File No.                002-98138-A))                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.32   | Form                of Common Stock Purchase Warrant (Incorporated by reference to Form                8-K                filed with the Securities and Exchange Commission on March 27, 2006.                (File                No. 002-98138-A))                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.33   | Form                of Common Stock Purchase Warrant (Incorporated by reference to Form                8-K                filed with the Securities and Exchange Commission on March 27, 2006.                (File                No. 002-98138-A))                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.34   | Form                of Common Stock Purchase Warrant (Incorporated by reference to Form                8-K                filed with the Securities and Exchange Commission on December 26,                2006.                (File No. 002-98138-A))                                                                                                      |

----

| 4.35   | Revolving                Line of Credit and Term Loan Agreement by and between National Investment                Managers Inc. and RBS Citizens, National Association dated November                30,                2007 (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on December 4, 2007. (File No.                000-51252))                                                                                                                                    |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.36   | Revolving                Line of Credit Note issued by National Investment Managers Inc. issued                to                RBS Citizens, National Association dated November 30, 2007 (Incorporated                by reference to Form 8-K filed with the Securities and Exchange Commission                on December 4, 2007. (File No. 000-51252))                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.37   | Term                Promissory Note issued by National Investment Managers Inc. issued                to RBS                Citizens, National Association dated November 30, 2007 (Incorporated                by                reference to Form 8-K filed with the Securities and Exchange Commission                on                December 4, 2007. (File No. 000-51252))                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.38   | Stock                Pledge Agreement by and between National Investment Managers Inc.                and RBS                Citizens, National Association dated November 30, 2007 (Incorporated                by                reference to Form 8-K filed with the Securities and Exchange Commission                on                December 4, 2007. (File No. 000-51252))                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.39   | Security                Agreement by and between National Investment Managers Inc. and RBS                Citizens, National Association dated November 30, 2007 (Incorporated                by                reference to Form 8-K filed with the Securities and Exchange Commission                on                December 4, 2007. (File No. 000-51252))                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.40   | Form                of Stock Pledge Agreement by and between the subsidiaries of National                Investment Managers Inc. and RBS Citizens, National Association dated                November 30, 2007 (Incorporated by reference to Form 8-K filed with                the                Securities and Exchange Commission on December 4, 2007. (File No.                000-51252)                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.41   | Form                of Security Agreement by and between the subsidiaries of National                Investment Managers Inc. and RBS Citizens, National Association dated                November 30, 2007 (Incorporated by reference to Form 8-K filed with                the                Securities and Exchange Commission on December 4, 2007. (File No.                000-51252))                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.42   | Form                of Guaranty by and between the subsidiaries of National Investment                Managers Inc. and RBS Citizens, National Association dated November                30,                2007 (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on December 4, 2007. (File No.                000-51252))                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.43   | Securities                Purchase and Loan Agreement by and between National Investment Managers                Inc. and Woodside Capital Partners IV, LLC, Woodside Capital Partners                IV                QP, LLC, Lehman Brothers Commercial Bank and Woodside Agency Services,                LLC, as collateral agent, dated November 30, 2007 (Incorporated by                reference to Form 8-K filed with the Securities and Exchange Commission                on                December 4, 2007. (File No. 000-51252)) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.44   | Securities                Purchase and Loan Agreement by and between National Investment Managers                Inc. and Woodside Capital Partners IV, LLC, Woodside Capital Partners                IV                QP, LLC, Lehman Brothers Commercial Bank and Woodside Agency Services,                LLC, as collateral agent, dated November 30, 2007 (Incorporated by                reference to Form 8-K filed with the Securities and Exchange Commission                on                December 4, 2007. (File No. 000-51252)) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.45   | Form                of Warrant exercisable at $0.50 per share issued by National Investment                Managers Inc. to Woodside Capital Partners IV, LLC, Woodside Capital                Partners IV QP, LLC, and Lehman Brothers Commercial Bank dated November                30, 2007 (Incorporated by reference to Form 8-K filed with the Securities                and Exchange Commission on December 4, 2007. (File No.                000-51252))                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.46   | Form                of Warrant exercisable at $1.00 per share issued by National Investment                Managers Inc. to Woodside Capital Partners IV, LLC, Woodside Capital                Partners IV QP, LLC, and Lehman Brothers Commercial Bank dated November                30, 2007 (Incorporated by reference to Form 8-K filed with the Securities                and Exchange Commission on December 4, 2007. (File No.                000-51252))                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.47   | Form                of Warrant exercisable at $1.50 per share issued by National Investment                Managers Inc. to Woodside Capital Partners IV, LLC, Woodside Capital                Partners IV QP, LLC, and Lehman Brothers Commercial Bank dated November                30, 2007 (Incorporated by reference to Form 8-K filed with the Securities                and Exchange Commission on December 4, 2007. (File No.                000-51252))                                                                                 |

----

| 4.48   | Registration                Rights Agreement by and between National Investment Managers Inc.                and                Woodside Capital Partners IV, LLC, Woodside Capital Partners IV QP,                LLC,                and Lehman Brothers Commercial Bank dated November 30, 2007 (Incorporated                by reference to Form 8-K filed with the Securities and Exchange Commission                on December 4, 2007. (File No. 000-51252))                                                                                                       |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.49   | Contingent                Interest Payment Agreement by and between National Investment Managers                Inc. and Woodside Capital Partners IV, LLC, Woodside Capital Partners                IV                QP, LLC, and Lehman Brothers Commercial Bank dated November 30, 2007                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on December 4, 2007. (File No.                000-51252))                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.50   | Fee                Agreement by and between National Investment Managers Inc. and Woodside                Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC, and                Lehman                Brothers Commercial Bank dated November 30, 2007 (Incorporated by                reference to Form 8-K filed with the Securities and Exchange Commission                on                December 4, 2007. (File No. 000-51252))                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.51   | Fee                Agreement by and between National Investment Managers Inc. and Woodside                Capital Partners IV, LLC, Woodside Capital Partners IV QP, LLC, and                Lehman                Brothers Commercial Bank dated November 30, 2007 (Incorporated by                reference to Form 8-K filed with the Securities and Exchange Commission                on                December 4, 2007. (File No. 000-51252))                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.52   | Security                Agreement by and between National Investment Managers Inc., its                subsidiaries and Woodside Agency Services, LLC dated November 30,                2007                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on December 4, 2007. (File No.                000-51252))                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.53   | Guaranty                by and between National Investment Managers Inc., its subsidiaries                and                Woodside Agency Services, LLC dated November 30, 2007 (Incorporated                by                reference to Form 8-K filed with the Securities and Exchange Commission                on                December 4, 2007. (File No. 000-51252))                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.54   | Securities                Purchase Agreement by and between National Investment Managers Inc.                and                Valens U.S. SPV I, LLC and Valens Offshore SPV I, Ltd. (Incorporated                by                reference to Form 8-K filed with the Securities and Exchange Commission                on                December 4, 2007. (File No. 000-51252))                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.55   | Amendment                No., 1 to Revolving Line of Credit and Term Loan Agreement by and                between                Citizens RBS, National Association, and National Investment Managers                Inc.                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on April 8, 2008 (File No.                000-51252))                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.56   | Consent                and Amendment No. 1 to Securities Purchase and Loan Agreement by                and among                National Investment Managers Inc., Woodside Capital Partners IV,                LLC,                Woodside Capital Partners IV QP, LLC, Lehman Brothers Commercial                Bank and                Woodside Agency Services, LLC as collateral agent (Incorporated by                reference to Form 8-K filed with the Securities and Exchange Commission                on                April 8, 2008 (File No. 000-51252)) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.57   | Amendment                No., 4 to Revolving Line of Credit and Term Loan Agreement by and                between                Citizens RBS, National Association, and National Investment Managers                Inc.                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.58   | Amendment                No. 4 to Intercreditor and Subordination Agreement by and between                RBS                Citizens, National Association, and National Investment Managers                Inc.                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.59   | Letter                Agreement entered into by and between National Investment Managers                Inc.,                Woodside Capital Partners V, LLC, Woodside Capital Partners V QP,                LLC,                Woodside Capital Partners IV, LLC, Woodside Capital Partners IV QP,                LLC                and Woodside Agency Services LLC (Incorporated by reference to Form                8-K                filed with the Securities and Exchange Commission on November 7,                2008                (File No. 000-51252))    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.60   | Letter                Agreement entered into by and between National Investment Managers                Inc.,                Woodside Capital Partners V, LLC, Woodside Capital Partners V QP,                LLC,                Woodside Capital Partners IV, LLCc and Woodside Capital Partners                IV QP,                LLC (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on November 7, 2008 (File No.                000-51252))                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.61   | Stock                Transfer Agreement dated November 3, 2008 among IBF Fund Liquidating                LLC,                National Investment Managers Inc., DCI Master LDC and Duncan Capital                Group                LLC (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on November 7, 2008 (File No.                000-51252))                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.1   | Agreement                and Plan of Reorganization, dated as of February 18, 2005 by and                among                Fast Eddie Racing Stables, Inc, Glenn A. Little, Duncan Capital Financial                Group, Inc. and FERS Acquisition Corp. (Incorporated by reference                to Form                8-K filed with the Securities and Exchange Commission on February                23,                2005)                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.2   | Employment                Agreement, dated as of December 23, 2004, between Duncan Capital                Financial                Group, Inc. and Richard E. Stierwalt. (Incorporated by reference                to Form                8-K filed with the Securities and Exchange Commission on March 15,                2005)                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.3   | Employment                Agreement, dated as of January 1, 2005, between Duncan Capital Financial                Group, Inc. and Leonard Neuhaus. (Incorporated by reference to Form                8-K                filed with the Securities and Exchange Commission on March 15,                2005)                                                                                                                                                                                                                                                                |

----

| 10.4   | 12%                Senior Secured Note, dated January 27, 2005, in the original principal                amount of $350,000, delivered by Duncan Capital Financial Group,                Inc. to                CAMOFI Master LDC (formerly known as DCOFI Master LDC) (Incorporated                by                reference to Form SB-2 Registration Statement filed with the Securities                and Exchange Commission on April 19, 2005. (File                No.333-124161))                |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.5   | Securities                Purchase Agreement, dated as of January 27, 2005, between Duncan                Capital                Financial Group, Inc. and CAMOFI Master LDC(Incorporated by reference                to                Form SB-2 filed with the Securities and Exchange Commission on April                19,                2005. (File No.333-124161))                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.6   | Security                Agreement, dated as of January 27, 2005, among Duncan Capital Financial                Group, Inc., Pension Administration Services, Inc., Complete Investment                Management Inc. of Philadelphia, MD Bluestein Inc. and CAMOFI Master                LDC.                (Incorporated by reference to Form SB-2_filed with the Securities                and                Exchange Commission on April 19, 2005. (File                No.333-124161))               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.7   | Subsidiary                Guarantee, dated as of January 27, 2005, among Duncan Capital Financial                Group, Inc., Pension Administration Services, Inc., Complete Investment                Management Inc. of Philadelphia and MD Bluestein Inc. in favor of                CAMOFI                Master LDC. (Incorporated by reference to Form SB-2/A_filed with                the                Securities and Exchange Commission on June 17, 2005. (File                No.333-124161)) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.8   | 12%                Senior Secured Note, dated May 4, 2005, in the original principal                amount                of $150,000, delivered by Duncan Capital Financial Group, Inc. to                CAMOFI                Master LDC. (Incorporated by reference to Form SB-2/A_filed with                the                Securities and Exchange Commission on June 17, 2005. (File                No.333-124161))                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.9   | Agreement,                dated as of June 15, 2005, between the Company and Richard Berman.                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on June 17, 2005.)                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.10  | Asset                Purchase Agreement between National Investment Mangers Inc. and American                Benefit Resources, Inc. dated November 1, 2005 (Incorporated by reference                to Form 8-K filed with the Securities and Exchange Commission on                November                4, 2005. (File No.000-51252))                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.11  | A/R                Escrow Agreement by and among National Investment Mangers Inc., JP                Morgan                Chase Bank, N.A. and American Benefit Resources, Inc. dated November                30,                2005 (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on December 6, 2005. (File                No.000-51252)                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.12  | Indemnification                Escrow Agreement by and among National Investment Mangers Inc., JP                Morgan                Chase Bank, N.A. and American Benefit Resources, Inc. dated November                30,                2005 (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on December 6, 2005. (File                No.000-51252)                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.13  | Registration                Rights Agreement between National Investment Mangers Inc., American                Benefit Resources, Inc. and Arthur J. Steinberg as manager of IBF                Fund                Liquidating LLC dated November 30, 2005 (Incorporated by reference                to Form                8-K filed with the Securities and Exchange Commission on December                6, 2005.                (File No.000-51252))                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.14  | Stock                Purchase Agreement, dated August 2, 2005, among the Company, Stephen                H.                Rosen Associates, Inc., Stephen H. Rosen and Elizabeth Davies.                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on August 5, 2005. (File                No.000-51252))                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.15  | Stock                Purchase Agreement, dated August 2, 2005, among the Company, Haddon                Strategic Alliances, Inc. and John Ermilio. (Incorporated by reference                to                Form 8-K filed with the Securities and Exchange Commission on August                5,                2005. (File No.000-51252))                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.16  | Employment                Agreement, dated as of August 2, 2005, between the Company and Stephen                H.                Rosen. (Incorporated by reference to Form 8-K filed with the Securities                and Exchange Commission on August 5, 2005. (File                No.000-51252))                                                                                                                                                                                                     |

----

| 10.17  | Noncompetition                Agreement, dated as of August 2, 2005, between the Company and Stephen                H.                Rosen. (Incorporated by reference to Form 8-Kfiled with the Securities                and                Exchange Commission on August 5, 2005 (File                No.000-51252))                                                                                                                                                       |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.18  | Noncompetition                Agreement, dated as of August 2, 2005, between the Company and John                Ermilio. (Incorporated by reference to Form 8-K filed with the Securities                and Exchange Commission on August 5, 2005. (File                No.000-51252))                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.19  | Agreement                and Plan of Merger Dated as of January 4, 2006 by and among Jack                C.                Holland, Steven R. Eyer, Valley Forge Enterprises, Ltd., VFE Merger                Corp.                and National Investment Managers Inc. (Incorporated by reference                to Form                8-K filed with the Securities and Exchange Commission on January                12, 2006.                (File No.000-51252))        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.20  | Employment                Agreement dated January 1, 2006 by and between Steven R. Eyer and                Valley                Forge Enterprises, Ltd (Incorporated by reference to Form 8-K filed                with                the Securities and Exchange Commission on January 12, 2006. (File                No.000-51252))                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.21  | Employment                Agreement dated January 1, 2006 by and between Jack C. Holland and                Valley                Forge Enterprises, Ltd. (Incorporated by reference to Form 8-K filed                with                the Securities and Exchange Commission on January 12, 2006. (File                No.000-51252))                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.22  | Non-Competition,                Non-Disclosure and Non-Solicitation Agreement dated January 1, 2006                by and                between Steven R. Eyer and National Investment Managers Inc. (Incorporated                by reference to Form 8-K filed with the Securities and Exchange Commission                on January 12, 2006. (File No.000-51252))                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.23  | Non-Competition,                Non-Disclosure and Non-Solicitation Agreement dated January 1, 2006                by and                between Jack C. Holland and National Investment Managers Inc.                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on January 12, 2006. (File                No.000-51252))                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.24  | Employment                Agreement dated March 1, 2006 by and between Leonard Neuhaus and                the                Company (Incorporated by reference to Form 8-K filed with the Securities                and Exchange Commission on March 6, 2006. (File                No.000-51252)                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.25  | Consulting                Agreement dated March 1, 2006 by and between Richard Stierwalt and                the                Company (Incorporated by reference to Form 8-K filed with the Securities                and Exchange Commission on March 6, 2006. (File                No.000-51252))                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.26  | Employment                Agreement dated March 2006 by and between Steven Ross and the Company                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on March 17, 2006.)                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.27  | Consulting                Agreement dated January 1, 2006 by and between DC Associates LLC                and the                Company (Incorporated by reference to Form 10-KSB filed with the                Securities and Exchange Commission on March 31, 2006.)                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.28  | Put                Agreement entered by and among American Benefit Resources, Inc.,                IBF Fund                Liquidating LLC and Duncan Capital Group LLC                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.29  | Put                Agreement entered by and among American Benefit Resources, Inc.,                BF Fund                Liquidating LLC and Duncan Capital Group LLC                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.30  | Stock                Purchase Agreement by and between National Investment Managers Inc.,                THE                LAMCO Group, Inc., Lamoriello & Co., Inc., Circle Pension, Inc.,                Southeastern Pension Services, Inc. and Nicholas J. Lamoriello                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on October 10, 2006. (File No.                000-51252)) |

----

| 10.31  | Stock                Option issued to Nicholas J. Lamoriello (Incorporated by reference                to Form                8-K filed with the Securities and Exchange Commission on October                10, 2006.                (File No. 000-51252))                                                                                                                                 |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.32  | Escrow                Agreement entered by and between National Investment Managers Inc.                and THE                LAMCO Group, Inc. (Incorporated by reference to Form 8-K filed with                the                Securities and Exchange Commission on October 10, 2006. (File No.                000-51252))                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.33  | Cross                Sales Agreement entered between National Investment Managers Inc.                and THE                LAMCO Group, Inc. (Incorporated by reference to Form 8-K filed with                the                Securities and Exchange Commission on October 10, 2006. (File No.                000-51252))                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.34  | Technology                Agreement entered between National Investment Managers Inc. and THE                LAMCO                Group, Inc. (Incorporated by reference to Form 8-K filed with the                Securities and Exchange Commission on October 10, 2006. (File No.                000-51252))                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.35  | Management                entered between National Investment Managers Inc., Nicholas J. Lamoriello                and Stephen R. Zito (Incorporated by reference to Form 8-K filed                with the                Securities and Exchange Commission on October 10, 2006. (File No.                000-51252))                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.36  | Non-Competition,                Non-Disclosure and Non-Solicitation Agreement between National Investment                Managers Inc., Nicholas J. Lamoriello and THE LAMCO Group, Inc.                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on October 10, 2006. (File No.                000-51252))     |
|   |                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.37  | Joinder                Agreement between Laurus Master Fund, Ltd., Lamoriello & Co. Inc.,                Circle Pension, Inc., and Southeastern Pension Services, Inc.                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on October 10, 2006. (File No.                000-51252))                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.38  | Employment                Agreement dated October 24, 2006 by and between Steven Ross and the                Company. (Incorporated by reference to Form 8-K filed with the Securities                and Exchange Commission on October 26, 2006. (File No.                000-51252))                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.39  | Stock                Purchase Agreement by and between National Investment Managers Inc.,                National Actuarial Pension Services, Inc., Charles McLeod and Mary                H.                McLeod (Incorporated by reference to Form 8-K filed with the Securities                and Exchange Commission on December 4, 2006. (File No.                000-51252))        |
|   |                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.40  | Promissory                Note issued by National Investment Managers Inc. to Charles McLeod                and                Mary H. McLeod (Incorporated by reference to Form 8-K filed with                the                Securities and Exchange Commission on December 4, 2006. (File No.                000-51252))                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.41  | Promissory                Note issued by National Investment Managers Inc. to Charles McLeod                and                Mary H. McLeod (Incorporated by reference to Form 8-K filed with                the                Securities and Exchange Commission on December 4, 2006. (File No.                000-51252)                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.42  | Promissory                Note issued by National Investment Managers Inc. to Charles McLeod                and                Mary H. McLeod (Incorporated by reference to Form 8-K filed with                the                Securities and Exchange Commission on December 4, 2006. (File No.                000-51252))                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.43  | Employment                Agreement entered between National Investment Managers Inc. and Mary                McLeod (Incorporated by reference to Form 8-K filed with the Securities                and Exchange Commission on December 4, 2006. (File No.                000-51252))                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.44  | Non-Competition,                Non-Disclosure and Non-Solicitation Agreement between National Investment                Managers Inc. and Charles McLeod and Mary H. McLeod. (Incorporated                by                reference to Form 8-K filed with the Securities and Exchange Commission                on                December 4, 2006. (File No.                000-51252)) |

----

| 10.45  | Joinder                Agreement between Laurus Master Fund, Ltd. and National Actuarial                Pension                Services, Inc. (Incorporated by reference to Form 8-K filed with                the                Securities and Exchange Commission on December 4, 2006. (File No.                000-51252))                                                           |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.46  | Joinder                Agreement between Laurus Master Fund, Ltd. and National Actuarial                Pension                Services, Inc. (Incorporated by reference to Form 8-K filed with                the                Securities and Exchange Commission on December 4, 2006. (File No.                000-51252))                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.47  | Agreement                between National Investment Managers Inc. and Duncan Capital Group                LLC, a                Delaware limited liability company and DCI Master LDC. (Incorporated                by                reference to Form 8-K filed with the Securities and Exchange Commission                on                December 22, 2006. (File No. 000-51252)) |
|   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.48  | Stock                Purchase Agreement by and between National Investment Managers Inc.,                Benefit Dynamics, Inc., Jo Ann Massanova and Carmen Laverghetta                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on January 4, 2007. (File No.                000-51252))                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.49  | Form                of Promissory Note issued by National Investment Managers Inc. payable                March 2, 2008 (Incorporated by reference to Form 8-K filed with the                Securities and Exchange Commission on January 4, 2007. (File No.                000-51252))                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.50  | Form                of Promissory Note issued by National Investment Managers Inc. payable                March 2, 2009 (Incorporated by reference to Form 8-K filed with the                Securities and Exchange Commission on January 4, 2007. (File No.                000-51252))                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.51  | Employment                Agreement entered between Benefit Dynamics, Inc. and Jo Ann Massanova                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on January 4, 2007. (File No.                000-51252))                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.52  | Employment                Agreement entered between Benefit Dynamics, Inc. and Carmen Laverghetta                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on January 4, 2007. (File No.                000-51252))                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.53  | Non-Competition,                Non-Disclosure and Non-Solicitation Agreement between National Investment                Managers Inc. and Jo Ann Massanova (Incorporated by reference to                Form 8-K                filed with the Securities and Exchange Commission on January 4, 2007.                (File No. 000-51252))                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.54  | Non-Competition,                Non-Disclosure and Non-Solicitation Agreement between National Investment                Managers Inc. and Jo Ann Massanova (Incorporated by reference to                Form 8-K                filed with the Securities and Exchange Commission on January 4, 2007.                (File No. 000-51252))                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.55  | Joinder                Agreement between Laurus Master Fund, Ltd. and Benefit Dynamics,                Inc.                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on January 4, 2007. (File No.                000-51252))                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.56  | Stock                Option Agreement entered by and between the Company and Jo Ann Massanova                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on January 4, 2007. (File No.                000-51252))                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.57  | Stock                Purchase Agreement by and between National Investment Managers Inc.,                Renee                J. Conner, William Renninger and The Pension Alliance, Inc. (Incorporated                by reference to Form 8-K filed with the Securities and Exchange Commission                on March 6, 2007. (File No. 000-51252))                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.58  | Promissory                Note issued by National Investment Managers Inc. to Renee J. Conner                due                April 28, 2008 (Incorporated by reference to Form 8-K filed with                the                Securities and Exchange Commission on March 6, 2007. (File No.                000-51252))                                                             |

----

| 10.59  | Promissory                Note issued by National Investment Managers Inc. to William Renninger                due                April 28, 2008 (Incorporated by reference to Form 8-K filed with                the                Securities and Exchange Commission on March 6, 2007. (File No.                000-51252))                                              |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                        |
| 10.60  | Promissory                Note issued by National Investment Managers Inc. to Renee J. Conner                due                April 28, 2009 (Incorporated by reference to Form 8-K filed with                the                Securities and Exchange Commission on March 6, 2007. (File No.                000-51252))                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                        |
| 10.61  | Promissory                Note issued by National Investment Managers Inc. to Renee J. Conner                due                April 28, 2009 (Incorporated by reference to Form 8-K filed with                the                Securities and Exchange Commission on March 6, 2007. (File No.                000-51252))                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                        |
| 10.62  | Employment                Agreement entered between National Investment Managers Inc. and Renee                J.                Conner (Incorporated by reference to Form 8-K filed with the Securities                and Exchange Commission on March 6, 2007. (File No.                000-51252))                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                        |
| 10.63  | Non-Competition,                Non-Disclosure and Non-Solicitation Agreement between National Investment                Managers Inc. and Charles McLeod and Mary H. McLeod. (Incorporated                by                reference to Form 8-K filed with the Securities and Exchange Commission                on                March 6, 2007. (File No. 000-51252))  |
|   |                                                                                                                                                                                                                                                                                                                                                                        |
| 10.64  | Non-Competition,                Non-Disclosure and Non-Solicitation Agreement between National Investment                Managers Inc. and Charles McLeod and Mary H. McLeod. (Incorporated                by                reference to Form 8-K filed with the Securities and Exchange Commission                on                March 6, 2007. (File No.000-51252))   |
|   |                                                                                                                                                                                                                                                                                                                                                                        |
| 10.65  | Stock                Purchase Agreement by and between National Investment Managers Inc.,                Pentec, Inc., Pentec Capital Management, Inc. and Michael E. Callahan                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on March 6, 2007. (File No.                000-51252)) |
|   |                                                                                                                                                                                                                                                                                                                                                                        |
| 10.66  | Promissory                Note issued by National Investment Managers Inc. to Michael E. Callahan                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on March 6, 2007. (File No.                000-51252))                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                        |
| 10.67  | Employment                Agreement entered between Pentec, Inc., Pentec Capital Management,                Inc.                and Michael Callahan (Incorporated by reference to Form 8-K filed                with the                Securities and Exchange Commission on March 6, 2007. (File No.                000-51252))                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                        |
| 10.68  | Non-Competition,                Non-Disclosure and Non-Solicitation Agreement between National Investment                Managers Inc. and Michael Callahan (Incorporated by reference to                Form 8-K                filed with the Securities and Exchange Commission on March 6, 2007.                (File                No. 000-51252))                    |
|   |                                                                                                                                                                                                                                                                                                                                                                        |
| 10.69  | Addendum                to Employment Agreement by and between the Company and Steven J.                Ross                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on March 29, 2007. (File No.                000-51252))                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                        |
| 10.70  | Addendum                to Employment Agreement by and between the Company and Leonard Neuhaus                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on March 29, 2007. (File No.                000-51252))                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                        |
| 10.71  | Employment                Agreement by and between the Company and John Davis (Incorporated                by                reference to Form 8-K filed with the Securities and Exchange Commission                on                March 29, 2007. (File No. 000-51252))                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                        |
| 10.72  | Second                Omnibus Amendment and Waiver, dated as of May 2, 2007, by and between                National Investment Managers, Inc. and Laurus Master Fund, Ltd.                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on May 7, 2007. (File No.                000-51252))       |
|   |                                                                                                                                                                                                                                                                                                                                                                        |
| 10.73  | Second                Omnibus Amendment and Waiver, dated as of May 2, 2007, by and between                National Investment Managers, Inc. and Laurus Master Fund, Ltd.                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on May 7, 2007. (File No.                000-51252))       |

----

| 10.74  | Second                Omnibus Amendment and Waiver, dated as of May 2, 2007, by and between                National Investment Managers, Inc. and Laurus Master Fund, Ltd.                (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on May 7, 2007. (File No.                000-51252))                                                                                                                                                                                      |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.75  | Employment                Agreement by and between National Investment Managers Inc. and Steven                Ross                (to be filed by amendment) (Incorporated by reference to Form 8-K                filed                with the Securities and Exchange Commission on December 4, 2007.                (File No.                000-51252))                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.76  | Agreement                by and between National Investment Managers Inc. and DC Associates                LLC                (“DCA”), and Michael Crow (Incorporated by reference to Form 8-K filed                with the Securities and Exchange Commission on December 4, 2007.                (File No.                000-51252))                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.77  | Amendment                No. 1 to the Agreement, dated as of November 30, 2007 by and among                National Investment Managers Inc. Duncan Capital Group LLC and DCI                Master                LDC (Incorporated by reference to Form 8-K filed with the Securities                and                Exchange Commission on December 4, 2007. (File No.                000-51252))                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.78  | Stock                Purchase Agreement among National Investment Managers Inc., California                Investment Annuity Sales, Inc., Richard L. Kaplan and Hana E. Kaplan                Inter                Vivos Trust Agreement dated 1/29/97 as amended and restated 1/10/03                and                Anthony Delfino dated April 3, 2008 (Incorporated by reference to                Form 8-K                filed with the Securities and Exchange Commission on April 8, 2008.                (File                No. 000-51252)) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.79  | Employment                Agreement by and between Richard L. Kaplan and VEBA Administrators,                Inc.                dated April 3, 2008 (Incorporated by reference to Form 8-K filed                with the                Securities and Exchange Commission on April 8, 2008. (File No.                000-51252))                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.80  | Consulting                Agreement by and between Anthony S. Delfino and VEBA Administrators,                Inc.                dated April 3, 2008 (Incorporated by reference to Form 8-K filed                with the                Securities and Exchange Commission on April 8, 2008. (File No.                000-51252))                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.81  | Non-Disclosure                and Non-Solicitation Agreement by and between Anthony S. Delfino                and                National Investment Managers Inc. dated April 3, 2008 (Incorporated                by                reference to Form 8-K filed with the Securities and Exchange Commission                on                April 8, 2008. (File No. 000-51252))                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.82  | Non-Disclosure                and Non-Solicitation Agreement by and between Richard Kaplan and                National                Investment Managers Inc. dated April 3, 2008 (Incorporated by reference                to                Form 8-K filed with the Securities and Exchange Commission on April                8,                2008. (File No. 000-51252))                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.83  | Promissory                Note payable to Anthony S. Delfino (Incorporated by reference to                Form 8-K                filed with the Securities and Exchange Commission on April 8, 2008.                (File                No. 000-51252))                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.84  | Promissory                Note payable to Richard Kaplan (Incorporated by reference to Form                8-K                filed with the Securities and Exchange Commission on April 8, 2008.                (File                No. 000-51252))                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.85  | Settlement                Agreement and Release by and between Renee J. Conner, William E.                Renninger                and National Investment Managers Inc. dated May 15, 2008. (Incorporated                by                reference to the Form 10Q Quarterly Report filed with the Securities                and                Exchange Commission on May 15, 2008. (File No.                000-51252))                                                                                                                               |

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| 10.86  | Promissory                Note issued by National Investment Managers, Inc. to Renee J. Conner                and                William E. Renninger due April 30, 2009 (Incorporated by reference                to the                Form 10Q Quarterly Report filed with the Securities and Exchange                Commission on May 15, 2008. (File No. 000-51252))   |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                         |
| 10.87  | Promissory                Note issued by National Investment Managers, Inc. to Renee J. Conner                and                William E. Renninger due October 31, 2009 (Incorporated by reference                to                the Form 10Q Quarterly Report filed with the Securities and Exchange                Commission on May 15, 2008. (File No. 000-51252)) |
|   |                                                                                                                                                                                                                                                                                                                                                                         |
| 10.88  | Addendum                to the Employment Agreement by and between National Investment Managers                Inc. and John M. Davis (Incorporated by reference to the Form 10Q                Quarterly Report filed with the Securities and Exchange Commission                on                August 14, 2008. (File No. 000-51252))                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                         |
| 10.89  | Agreement                by and between National Investment Managers Inc. and Richard                Berman.                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                         |
| 10.90  | Stock                Purchase Agreement by and among National Investment Managers, Pension                Technical Services, Inc., Ralph W. Shaw and Eileen A.                Baldwin-Shaw                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                         |
| 10.91  | Promissory                Note issued to Ralph W. Shaw and Eileen A. Baldwin-Shaw due December                2009                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                         |
| 10.92  | Promissory                Note issued to Ralph W. Shaw and Eileen A. Baldwin-Shaw due December                2010                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                         |
| 10.93  | Employment                Agreement entered by and between Pension Technical Services, Inc.                and                Ralph W. Shaw                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                         |
| 10.94  | Employment                Agreement entered by and between Pension Technical Services, Inc.                and                Eileen A. Baldwin-Shaw                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                         |
| 21.1   | List                of subsidiaries of the Company                                                                                                                                                                                                                                                                                                                           |

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| 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 Interim Chief Financial Officer pursuant to Rule 13a-14(a)                or Rule                15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley                Act of                2002 |
|   |                                                                                                                                                                                                                                              |
| 32     | Certification                of Chief Executive Officer and Interim Chief Financial Officer pursuant                to                18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the                Sarbanes-Oxley Act of 2002 |

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**SIGNATURES**

**NATIONAL      INVESTMENT MANAGERS INC.**

**Registrant**

| Dated:                November 14, 2008 | /s/                Steven Ross                      |
|-----------------------------------------|-----------------------------------------------------|
|                                    | Steven                Ross                          |
|                                    | Chief                Executive Officer and Director |
|                                    |                                                |
| Dated:                November 14, 2008 | /s/                John Schroepfer                  |
|                                    | John                Schroepfer                      |
|                                    | Interim                Chief Financial Officer      |

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