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

                                   FORM 10-QSB

(Mark One)

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

                  For the quarterly period ended June 30, 2005

                                       OR

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

For the transition period from _______ to ________

                        Commission file number 2-97360-A

                        NATIONAL INVESTMENT MANAGERS INC.
             (Exact name of registrant as specified in its charter)

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

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

                                 (212) 355-1547
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                 Yes |_| No |X|

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act)

                                 Yes |_| No |X|

As of August 4, 2005, 13,320,413 shares of $.001 par value Common Stock of the
registrant were outstanding.
<PAGE>

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

                                      INDEX
                                      -----

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

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

Condensed Consolidated Balance Sheet - June 30, 2005 (unaudited)           3-4
Condensed Consolidated Statement of Operations - Three Months ended
June 30, 2005 (unaudited)                                                   5
Condensed Consolidated Statement of Operations - Six Months ended
June 30, 2005 (unaudited)                                                   6
Condensed Consolidated Statement of Cash Flows - Six Months ended
June 30, 2005 (unaudited)                                                   7
Notes to Condensed Consolidated Financial Statements                       8-16

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations                                                 16-24

Item 3. Quantitative and Qualitative Disclosures about Market Risks       24-25

Item 4. Controls and Procedures                                            25

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

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

Item 4.  Submission of Matters to a Vote of Security Holders               30

Item 6.  Exhibits and Reports on Form 8-K                                  31

SIGNATURES                                                                 31


                                       2
<PAGE>

               National Investment Managers Inc. and Subsidiaries
                      Condensed Consolidated Balance Sheet
                                  June 30, 2005
                                   (Unaudited)

<TABLE>
<S>                                                                   <C>
CURRENT ASSETS:
  Cash                                                                $   204,565
  Accounts receivable, net                                                155,927
  Accrued interest receivable                                              23,954
  Prepaid directors and officers liability insurance                       67,222
  Prepaid expenses and other current assets                                28,066
                                                                      -----------

      Total current assets                                                479,734
                                                                      -----------

PROPERTY AND EQUIPMENT, net                                                75,694
                                                                      -----------

OTHER ASSETS
Restricted cash                                                         2,500,000
Goodwill                                                                1,416,040
Customer lists/relationships                                            2,996,667
Other intangibles                                                         191,667
Deferred financing costs                                                  162,323
Deferred tax asset                                                        100,393
                                                                      -----------
                                                                        7,367,090
                                                                      -----------

                                                                      $ 7,922,518
                                                                      ===========
CURRENT LIABILITIES:
  Short-term debt                                                     $    57,446
  Long-term debt, current portion                                         225,212
  Accounts payable                                                         14,323
  Accrued expenses and other current liabilities                           75,452
                                                                      -----------

      Total current liabilities                                           372,433
                                                                      -----------

LONG-TERM LIABILITIES:
  Long-term debt, less current portion                                  2,340,843
  Preferred dividends payable                                             125,903
  Accrued interest payable                                                 83,697
  Deferred tax liability                                                1,364,139
                                                                      -----------

      Total long-term liabilities                                       3,914,582
                                                                      -----------

                Total liabilities                                       4,287,015
                                                                      -----------

COMMITMENTS  AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
   Preferred Stock, $.001 par value, 10,000,000 shares authorized;
  4,000,000 designated as Series A shares of which 3,820,000
  shares issued and outstanding (liquidation preference $3,820,000)         3,820
  Common Stock, $.001 par value 100,000,000 shares authorized,
  13,320,413 shares issued                                                 13,320
  Additional paid-in capital                                            4,562,648
  Accumulated deficit                                                    (944,285)
                                                                      -----------
      Total stockholders' equity                                        3,635,503
                                                                      -----------

                                                                      $ 7,922,518
                                                                      ===========
</TABLE>

See accompanying notes to condensed consolidated financial statements


                                       3
<PAGE>

               National Investment Managers Inc. and Subsidiaries
                 Condensed Consolidated Statement of Operations
                        Three Months Ended June 30, 2005
                                   (Unaudited)

                                                                           2005
                                                                   ------------

Revenues                                                           $    613,489
                                                                   ------------

Operating expenses:
 Selling expenses                                                       126,296
 General and administrative expenses                                    647,155
 Depreciation and amortization                                           97,869
 Stock based compensation                                                 1,477
                                                                   ------------
                                                                        872,797
                                                                   ------------

Loss from operations                                                   (259,308)
                                                                   ------------

Other income (expense)
 Reverse acquisition costs                                                    0
 Interest expense                                                      (191,906)
 Interest and dividend income                                            21,362
                                                                   ------------

                                                                       (170,544)
                                                                   ------------

Loss before deferred income tax benefit                                (429,852)
                                                                   ------------

Deferred income tax benefit                                              69,421
                                                                   ------------

Net loss available to common shareholders                              (360,431)
                                                                   ------------

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

Net loss                                                           $   (417,731)
                                                                   ============

Basic and diluted loss per common share                            $      (0.03)
                                                                   ============

Weighted average number of common shares outstanding
                                                                     13,319,000
                                                                   ============

See accompanying notes to condensed consolidated financial statements


                                       4
<PAGE>

               National Investment Managers Inc. and Subsidiaries
                 Condensed Consolidated Statement of Operations
                         Six Months Ended June 30, 2005
                                   (Unaudited)

Revenues                                                           $  1,169,153
                                                                   ------------

Operating expenses:
 Selling expenses                                                       199,630
 General and administrative expenses                                  1,191,232
 Depreciation and amortization                                          185,408
 Stock based compensation                                                 4,429
                                                                   ------------
                                                                      1,580,699
                                                                   ------------

Loss from operations                                                   (411,546)
                                                                   ------------

Other income (expense)
 Reverse acquisition costs                                             (215,000)
 Interest expense                                                      (229,426)
 Interest and dividend income                                            24,445
                                                                   ------------

                                                                       (419,981)
                                                                   ------------

Loss before deferred income tax benefit                                (831,527)
                                                                   ------------

Deferred income tax benefit                                              91,393
                                                                   ------------

Net loss available to common shareholders                              (740,134)
                                                                   ------------

Preferred dividends                                                    (125,903)
                                                                   ------------

Net loss                                                           $   (866,037)
                                                                   ============

Basic and diluted loss per common share                            $      (0.07)
                                                                   ============

Weighted average number of common shares outstanding
                                                                     12,860,000
                                                                   ============

See accompanying notes to condensed consolidated financial statements


                                       5
<PAGE>

               National Investment Managers Inc. and Subsidiaries
                 Condensed Consolidated Statement of Cash Flows
                         Six Months Ended June 30, 2005
                                   (Unaudited)

Cash flows from operating activities:
Net loss available to common shareholders                           $  (740,134)
Adjustments to reconcile net loss to net
        cash used in operating activities:
              Depreciation and amortization                             185,529
              Noncash interest                                          114,858
              Stock based compensation                                    4,429
              Stock issued for services                                  25,000
              Deferred income tax benefit                               (91,393)
Increase (decrease) in cash attributable to changes
        in operating assets and liabilities
              Accounts receivable                                       (39,557)
              Accrued interest receivable                               (23,954)
              Prepaid and other current
              assets                                                    (90,928)
              Accounts payable                                            3,406
              Accrued expenses and other current
              liabilities                                               (20,348)
              Accrued interest payable                                   77,792

                                                                    -----------
Net cash used in operating activities                                  (595,300)
                                                                    -----------

Cash flows from investing activities:
Purchases of property and equipment                                     (32,879)
Acquisition costs (PAS transaction)                                     (69,054)
Cash acquired (reverse merger transaction)                               10,618
Increase in restricted cash (for acquisition purposes)               (2,500,000)

                                                                    -----------
Net cash used in investing activities                                (2,591,315)
                                                                    -----------

Cash flows from financing activities:
Proceeds from convertible notes                                       3,500,000
Proceeds from short-term debt                                           110,000
Payments on short-term debt and notes                                   (71,357)
Costs of 2004 common and preferred stock sales, net                     (58,242)
        of $17,102 collected from the escrow agent
Payment of deferred financing costs                                    (179,000)

                                                                    -----------
Net cash provided by financing activities                             3,301,401
                                                                    -----------


                                       6
<PAGE>

Increase in cash                                                        114,786

Cash, beginning of period                                                89,779

                                                                    -----------
Cash, end of period                                                 $   204,565
                                                                    ===========

Supplemental disclosure of cash flow information:
Interest paid                                                       $   144,568
                                                                    ===========

Supplemental disclosures of noncash investing and
financing activities:
Accrued preferred dividends                                         $   125,903
                                                                    ===========

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

Warrants and options issued and embedded
        conversion feature associated with
        convertible
        debt financings                                             $ 1,180,000
                                                                    ===========

See accompanying notes to condensed consolidated financial statements


                                       7
<PAGE>

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

Note 1. Unaudited Statements

The accompanying unaudited condensed consolidated financial statements included
herein have been prepared in accordance with generally accepted accounting
principles for interim period reporting in conjunction with the instructions to
Form 10-QSB. Accordingly, these statements do not include all of the information
required by generally accepted accounting principles for annual financial
statements. In the opinion of management, all known adjustments (consisting of
normal recurring accruals and reserves) necessary to present fairly the
financial position, results of operations and cash flows for the three month and
six month periods ended June 30, 2005 have been included. It is suggested that
these interim condensed consolidated financial statements be read in conjunction
with the financial statements and related notes included in the Company's Form
SB-2 as amended, which was filed on July 22nd, 2005.

The operating results for the three month and six month periods ended June 30,
2005 are not necessarily indicative of the results to be expected for the
December 31, 2005 year end.

Note 2. Background, Basis of Presentation and Reverse Acquisition Transaction

On February 18, 2005, Fast Eddie Racing Stables, Inc. ("FEST") entered into an
Agreement and Plan of Reorganization (the "Acquisition") with Duncan Capital
Financial Group, Inc. ("DCFG"). On March 9, 2005, FEST completed the acquisition
of DCFG. On March 15, 2005, FEST changed its name to National Investment
Managers Inc. ("NIVM"). The Acquisition was effected through the exchange of
12,040,000 shares of common stock of FEST for 12,040,000 shares of common stock
of DCFG and DCFG effectively became a wholly-owned subsidiary of FEST. Under the
terms of the agreement, the former shareholders of DCFG hold approximately 94%
of the outstanding common shares of FEST immediately after the effective time of
the merger. In addition, each outstanding option and warrant to purchase DCFG
common stock was converted into an option or warrant to purchase the number of
shares of FEST common stock equal to the number of DCFG common shares underlying
the option or warrant immediately prior to the closing of the transaction.
Subsequent to the Acquisition, 3,820,000 shares of Series A Preferred stock of
DCFG was surrendered in exchange for an equivalent number of preferred shares of
NIVM containing identical terms. As the former shareholders of DCFG control FEST
after the transaction, the merger was accounted for as a reverse acquisition
under which, for accounting purposes, DCFG is deemed to be the acquirer and
FEST, the legal acquirer, is deemed to be the acquired entity. No goodwill was
recognized since FEST was a "Shell Company".

On December 13, 2004, DCFG, a recently incorporated company with no operations,
acquired 100% of the capital stock of its wholly-owned subsidiaries, Pension
Administration Services, Inc., Complete Investment Management Inc. of
Philadelphia and MD Bluestein, Inc. ("PAS Group"). The PAS Group acquisition is
being accounted for as a purchase.


                                       8
<PAGE>

The accompanying 2005 condensed consolidated financial statements include (i)
the accounts of DCFG and its subsidiaries from January 1, 2005 to June 30, 2005
and (ii) the accounts of NIVM (formerly FEST) from March 9, 2005 (the effective
date of the reverse acquisition) to June 30, 2005. All significant intercompany
transactions and balances have been eliminated in consolidation.

Note 3. Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements as well as the reported amounts of revenues and
expenses during the reporting period. Actual amounts could differ from those
estimates.

Note 4. Accounts Receivable

We carry our accounts receivable at cost less an allowance for doubtful
accounts.

Note 5. Allowance for Doubtful Accounts

We maintain allowances for doubtful accounts for estimated losses from
customers' inability to make payments. We assess each account that is more than
60 days delinquent and other accounts when information known to us indicates
amounts may be uncollectible. In order to estimate the appropriate level of the
allowance, we consider such factors as historical bad debts, current customer
creditworthiness, changes in customer payment patterns and any correspondence
with the customer. If the financial condition of our customers were to
deteriorate and impair their ability to make payments, additional allowances
might be required in future periods.

Note 6. Goodwill

Goodwill, recognized in connection with the PAS Group acquisition, will not be
amortized; rather goodwill will be subject to at least an annual assessment for
impairment applying a fair-value based test.

Note 7. Other Intangible Assets

Other intangibles assets recognized in connection with the PAS Group acquisition
include the following:

<TABLE>
<CAPTION>
                                                                                     Estimated
                                      Cost         Amortization          Net           Life
                                      ----         ------------          ---           ----
<S>                                <C>             <C>              <C>             <C>
Customer lists/ relationships      $3,100,000      $ (103,333)      $2,996,667      15 years
Covenants not to compete              200,000         (33,333)         166,667      3 years
Employment agreements                  50,000         (25,000)          25,000      1 year
</TABLE>


                                       9
<PAGE>

These other intangible assets will be amortized by use of the straight-line
method over the estimated lives of the assets. During the three and six month
periods ended June 30, 2005, amortization expense related to customer
lists/relationships and other intangible assets acquired in connection with the
PAS Group acquisition was approximately $81,000 and $162,000, respectively. We
will periodically evaluate the recoverability of intangible assets, taking into
account events or circumstances that may warrant a revision to estimated useful
lives or impairment conditions.

Note 8. Debt

Convertible Notes Payable -

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

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

As a result of the Company's allocations above, $350,000 of the principal amount
of the Note was allocated to the Five Year Warrant and embedded conversion
option. This amount will be amortized as additional (non-cash) interest expense
with a corresponding increase to the Note over the life of the Note until such
Note is repaid or converted to common stock. During the six months ended June
30, 2005, the Company amortized approximately $30,000 of non-cash interest
expense.


                                       10
<PAGE>

Insurance Premium Financing -

In February 2005, we entered into an agreement to finance a $110,000 annual
premium for directors' and officers' liability insurance with an unrelated third
party. The notes are payable monthly, with a payment stream of $16,500 in
February 2005 and payments of $9,574 from March through December, 2005.

Note 9. Note Payable - Laurus Master Fund, Ltd.

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

At closing, $500,000 of Note proceeds were disbursed to the Company for working
capital purposes. The Company paid fees to Laurus of $134,000 out of these gross
proceeds and also paid $200,000 to settle outstanding liabilities of the
registrant in connection with the acquisition of Duncan Capital Financial Group,
Inc. We retained $166,000 of the proceeds for working capital purposes. The
remaining $2,500,000 of Note proceeds were deposited by us at a bank in a
restricted cash account under the control of Laurus ("Restricted Account").
Funds will be released by Laurus to the Company from the Restricted Account as
follows: In connection with certain business acquisitions to be made by the
Company, Laurus will direct the bank to release to the Company an amount of
funds equal to the product of three times the "Acquired Entity Consolidated
EBITDA" of the acquired entities. "Acquired Entity Consolidated EBITDA" is
defined as net income before giving effect to interest, taxes, depreciation and
amortization. Laurus has agreed that any funds remaining in the Restricted
Account on December 15, 2005 will be returned to Laurus without premium or
penalty.

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


                                       11
<PAGE>

The Warrant grants Laurus the right to purchase up to 1,084,338 shares of Common
Stock at an exercise price of $1.00 per share commencing March 9, 2005. The
Warrant expires at the close of business on March 9, 2012. The exercise price of
the Warrant is subject to adjustment for stock splits, combinations, dividends
and the like.

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

The Company may pay amounts due under the Note in shares of Common Stock only so
long as there is an effective registration statement under the Act covering the
resale of such shares or an exemption from such registration is available under
Rule 144 of the Act. In addition, Laurus is not entitled to receive shares of
Common Stock upon exercise of the Warrant or the Option, upon payment of
principal or interest on the Note, or upon conversion of the Note if such
receipt would cause Laurus to be deemed to beneficially own in excess of 4.99%
of the outstanding shares of Common Stock on the date of issuance of such
shares. Such provision may be waived by Laurus upon 75 days prior written notice
to the Company.

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

The Company determined the initial carrying value of the March 9, 2005 Note by a
two-step allocation process: first to the associated Warrant and Option and
second, to an embedded conversion option. First, the Company allocated the
proceeds from the sale of the Note between the Note and the Warrant and Option
based upon their relative fair values, which resulted in recording a discount on
the Note. The values of the Warrant and Option were computed using the
Black-Scholes option pricing model. Second, in accordance with Emerging Issues
Task Force No. 00-27, "Application of Issue 98-5 to Certain Convertible
Instruments", after allocating the Note proceeds as described above, the Company
calculated the embedded conversion price and used it to measure the intrinsic
value of the embedded conversion option. Since the conversion price was less
than the fair value of the Company's stock at the closing date, an embedded
conversion option was recorded as paid in capital.


                                       12
<PAGE>

As a result of the Company's allocations above, $830,000 of the principal amount
of the Note was allocated to the Warrant, Option and embedded conversion option.
This amount will be amortized as additional (non-cash) interest expense with a
corresponding increase to the Note over the life of the Note until such Note is
repaid or converted to common stock. During the six months ended June 30, 2005,
the Company amortized approximately $85,000 of non-cash interest expense related
to this Note.

Note 10 - Stockholders' equity

The consolidated statement of stockholders' equity (not presented herein) has
been retroactively restated to reflect the number of shares received by the
stockholders of DCFG in the reverse acquisition (see Note 2 - Background, Basis
of Presentation and Reverse Acquisition Transaction). The 834,000 shares issued
in connection with the reverse acquisition transaction represent the outstanding
shares of FEST, whose net assets consisted solely of cash of approximately
$11,000, prior to the effectuation of the reverse acquisition transaction.

During the six months ended June 30, 2005, stockholders' equity was also
increased as a result of (i) the recognition of approximately $830,000 of value
associated with options, warrants and an embedded conversion option associated
with the Laurus Note (see Note 9) (ii) the recognition of approximately $350,000
of value associated with the warrant and an embedded conversion option
associated with convertible notes payable (see Note 8) (iii) the conversion of
approximately $221,000 of notes payable (initially recorded in connection with
the PAS Group acquisition) and accrued interest into approximately 295,000
shares of common stock, (iv) the issuance of approximately 150,000 shares of
common stock for services and (v) stock based compensation of approximately
$4,000.

During the six months ended June 30, 2005, stockholders' equity was decreased as
a result of preferred dividends of approximately $126,000 and private placement
costs of approximately $25,000.

Note 11. Fair Value of Financial Instruments

The fair value of the Company's assets and liabilities, which qualify as
financial instruments under SFAS No. 107, "Disclosures About Fair Value of
Financial Instruments," approximate the carrying amounts presented in the
condensed consolidated balance sheet.


                                       13
<PAGE>

Note 12. Arrangements with Off-Balance Sheet Risk - Guarantees

FASB Interpretation No. 45 (FIN 45), Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of the Indebtedness
of Others, clarified the requirements of SFAS No. 5, Accounting for
Contingencies, relating to a guarantor's accounting for and disclosures of
certain guarantees issued. FIN 45 requires enhanced disclosures for certain
guarantees. It also requires certain guarantees that are issued or modified
after December 31, 2002, including certain third-party guarantees, to be
initially recorded on the balance sheet at fair value. For guarantees issued on
or before December 31, 2002, liabilities are recorded when and if payments
become probable and estimable. FIN 45 has the general effect of delaying
recognition for a portion of the revenue for product sales that are accompanied
by certain third-party guarantees. The financial statement recognition
provisions became effective prospectively beginning January 1, 2003. The Company
has not entered into any guarantees.

Note 13. Revenue Recognition

We generate revenue primarily from the following sources:

      o     Third party administration. We earn fees for the development and
            implementation of corporate and executive benefit programs as well
            as fees for the duration that these programs are administered.

      o     Financial planning and investment advisory fees and securities
            commissions. We receive commissions related to the sale of
            securities and certain investment-related insurance products as well
            as fees for offering financial advice through financial
            intermediaries and related services. These fees are based on a
            percentage of assets under management and are generally paid
            quarterly. We also charge fees for evaluations of the performance of
            portfolios.

      o     Insurance commissions. Insurance and annuity commissions paid by
            insurance companies are based on a percentage of the premium that
            the insurance company charges to the policyholder. First-year
            commissions are calculated as a percentage of the first twelve
            months premium on the policy and are earned in the year that the
            policy is originated. In many cases, we receive renewal commissions
            for a period following the first year, if the policy remains in
            force.

We recognize revenue from these sources, as follows:

      Third party administration.

      o     Persuasive evidence of an arrangement between us and our client
            exists

      o     Delivery of a completed product to the customer has occurred or the
            service has been provided to the customer

      o     The price to the customer is fixed and determinable

      o     Collectibility of the sales price is reasonably assured


                                       14
<PAGE>

      Financial planning and investment advisory fees and securities
      commissions.

      o     As services are rendered

      o     Contingent commissions are recorded as revenue when received

      Insurance commissions.

      o     The policy application is substantially complete

      o     The premium is paid

      o     The insured party is contractually committed to the purchase of the
            insurance policy

Note 14. Stock-Based Compensation

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

There was no cash flow effect resulting from these arrangements.

Note 15. Income Taxes

The Company complies with SFAS No. 109, "Accounting for Income Taxes," which
requires an asset and liability approach to financial accounting and reporting
for income taxes. Deferred income tax assets and liabilities are computed for
differences between the financial statement and tax bases of assets and
liabilities that will result in future taxable or deductible amounts, based on
enacted tax laws and rates applicable to the periods in which the differences
are expected to affect taxable income. Valuation allowances are established,
when necessary, to reduce deferred income tax assets to the amount expected to
be realized.

Note 16. Net Loss Per Share

Basic net loss per share includes no dilution and is computed by dividing net
loss by the weighted average number of shares of common stock outstanding for
the period.


                                       15
<PAGE>

Unexercised stock options and warrants to purchase common stock and Notes
convertible into common stock as of June 30, 2005 are as follows:

            Options                                        1,007,295
            Warrants                                       5,301,985

            Convertible Notes                              4,332,034
                                                          ----------

                                                          10,641,314
                                                          ==========

The foregoing common stock equivalents were excluded from the calculation of net
loss available to common shareholders since their inclusion would be
anti-dilutive.

PROPERTIES

We currently lease approximately 5,738 square feet of office space in Horsham,
Pennsylvania under a lease agreement which expires on April 30, 2006. We also
lease two offices and shared conference, reception and information technology
services in Manhattan on a month-to-month basis from an entity controlled by a
shareholder at the rate of $3,000 per month per office, which we believe to be a
fair market rate based upon our study of executive office suite rates in the
midtown Manhattan area. In the opinion of our management, the leased properties
are adequately insured. Our existing properties are in good condition and
suitable for the conduct of our business.

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

Three Month Period ended June 30, 2005 Compared to June 30, 2004

Results of operations for the three months ended June 30, 2005 compared to June
30, 2004 are as follows:

<TABLE>
<CAPTION>
                                                         % of                      % of        $ Change      % Change
                                                                                                2004 to       2004 to
For the three months ended June 30,        2005        Revenues       2004       Revenues        2005          2005
<S>                                       <C>           <C>         <C>           <C>             <C>           <C>
Revenues:                                 $613,489      100.00%     $613,806      100.00%         ($317)        -0.05%
                                         ----------    ---------    ---------    ---------    -----------   -----------

Operating expenses:
      Selling                              126,296       20.59%      284,700       46.38%       (158,404)      -55.64%
      General and administrative           647,155      105.49%      338,300       55.12%        308,855        91.30%
      Depreciation and amortization         97,869       15.95%        1,979        0.32%         95,890        NM

      Stock based compensation               1,477        0.24%     -               0.00%          1,477        NM
                                         ----------    ---------    ---------    ---------    -----------   -----------

                                           872,797      142.27%      624,979      101.82%        247,818        39.65%
                                         ----------    ---------    ---------    ---------    -----------   -----------

Operating income (loss)                   (259,308)     -42.27%      (11,173)       -1.82%      (248,135)       NM
                                         ----------    ---------    ---------    ---------    -----------   -----------
</TABLE>


                                       16
<PAGE>
<TABLE>
<S>                                       <C>            <C>             <C>        <C>        <C>          <C>
Other income (expense):

      Reverse acquisition costs                  0        0.00%            -        0.00%              0        NM

      Interest expense                    (191,906)      -31.28%           -        0.00%      (191,906)        NM
      Interest and dividend income          21,362        3.48%          401        0.07%        20,962         NM
                                         ----------    ---------    ---------    ---------    -----------   -----------
                                          (170,544)     -27.80%          401        0.07%      (170,944)        NM
                                         ----------    ---------    ---------    ---------    -----------   -----------

  Loss before deferred income tax
              benefit                    (429,852)      -70.07%     (10,772)       -1.75%      (419,079)        NM
                                                                                                            -----------

Deferred income tax
benefit                                     69,421       11.32%            -        0.00%         69,421        NM
                                         ----------    ---------    ---------    ---------    -----------   -----------

Net loss available to common
shareholders                             (360,431)      -58.75%     (10,772)       -1.75%     ($349,659)        NM
                                                       =========                 =========    ===========   ===========

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

                                         ($417,731)                 ($10,772)
                                         ==========                 =========
</TABLE>

NM - Not meaningful

Revenues for the three months ended June 30, 2005 decreased $317 to $613,489
compared to the three months ended June 30, 2004 as shown on the table above.

The primary factors contributing to the revenue decrease were:

      o     An increase of approximately $12,000 in revenues from our third
            party administration business

      o     An increase of approximately $25,000 in revenues from our investment
            management business

      o     A decrease of approximately $37,000 in premiums collected in our
            insurance business

Operating expenses increased $247,818 to $872,797 from the prior year's second
quarter. As a percentage of sales, operating expenses increased by 39.65% when
compared to the three months ended June 30, 2004.

Selling expenses decreased $158,404 to $126,296 from the prior year's second
quarter. As a percentage of sales, selling expenses decreased by 55.64% when
compared to the three months ended June 30, 2004.

General and administrative expenses increased $308,855 to $647,155 from the
prior year's second quarter. As a percentage of sales, general and
administrative expenses increased by 91.30% when compared to the three months
ended June 30, 2004.

Depreciation and amortization increased $95,890 to $97,869 from the prior year's
second quarter.


                                       17
<PAGE>

Stock based compensation increased $1,477 to $1,477 from the prior year's second
quarter.

The decrease in selling expenses was primarily attributable to lower
compensation costs for sales personnel.

The increase in general and administrative expense of approximately $309,000,
which accounted for approximately 100% of the total increase in general and
administrative expenses, was mainly due to:

      o     Salaries and payroll fringe of approximately $130,000 for the
            Chairman of the Board, Chief Executive Officer and Chief Financial
            Officer of the registrant

      o     Professional fees of approximately $103,000

      o     Rent expense for the registrant of $18,000

      o     Directors and officers liability insurance of approximately $27,000

      o     Investor relations costs of approximately $31,000

The increase in depreciation and amortization was primarily attributable to
amortization of intangible and other assets of approximately $87,000.

Other income (expense)

Net other expense increased $170,944 to $170,544 for the three months ended June
30, 2005 as compared to net other income of $401 for the three months ended June
30, 2004. The change was mainly due to:

      o     Interest expense of approximately $192,000 from our secured
            convertible note (including non-cash interest of approximately
            $70,000 due to accretion of our secured convertible note), a secured
            convertible loan(including non-cash interest of approximately
            $30,000 due to accretion of our secured convertible loan), loans to
            former owners of certain subsidiaries and interest on the financing
            of our directors and officers liability insurance policy

      o     Interest and dividend income of approximately $21,000 primarily due
            from interest earned on our restricted cash balance


                                       18
<PAGE>

Six Month Period ended June 30, 2005 Compared to June 30, 2004

Results of operations for the six months ended June 30, 2005 compared to June
30, 2004 are as follows:

<TABLE>
<CAPTION>
                                                         % of                        % of       $ Change      % Change
                                                                                                2004 to       2004 to
For the six months ended June 30,          2005        Revenues        2004        Revenues       2005          2005
<S>                                      <C>             <C>         <C>            <C>            <C>            <C>
Revenues:                                $1,169,153      100.00%     $1,161,305     100.00%        $7,848         0.68%
                                         ----------    ----------    ----------    ---------    ----------    ----------

Operating expenses:
      Selling                              199,630        17.07%       412,673       35.54%     (213,043)       -51.63%
      General and administrative         1,191,232       101.89%       630,641       54.30%       560,591        88.89%
      Depreciation and amortization        185,408        15.86%         3,957        0.34%       181,451        NM

      Stock based compensation               4,429         0.38%     -                0.00%         4,429        NM
                                         ----------    ----------    ----------    ---------    ----------    ----------

                                         1,580,699       135.20%     1,047,271       90.18%       533,428        50.94%
                                         ----------    ----------    ----------    ---------    ----------    ----------

Operating income (loss)                  (411,546)       -35.20%       114,034        9.82%     (525,580)      -460.90%
                                         ----------    ----------    ----------    ---------    ----------    ----------

Other income (expense):

      Reverse acquisition costs          (215,000)       -18.39%     -                0.00%     (215,000)        NM

      Interest expense                   (229,426)       -19.62%     -                0.00%     (229,426)        NM
      Interest and dividend income          24,445         2.09%           540        0.05%        23,905        NM
                                         ----------
                                                       ----------    ----------    ---------    ----------    ----------
                                         (419,981)       -35.92%           540        0.05%     (420,521)        NM
                                         ----------    ----------    ----------    ---------    ----------    ----------

  Loss before deferred income tax
              benefit                    (831,527)       -71.12%       114,574        9.87%     (946,101)        NM
                                                                                                              ----------

Deferred income tax
benefit                                     91,393         7.82%     -                0.00%        91,393        NM
                                         ----------    ----------    ----------    ---------    ----------    ----------

Net loss available to common
shareholders                             (740,134)       -63.31%       114,574        9.87%     ($854,708)       NM
                                                       ==========                  =========    ==========    ==========

Preferred dividends                      (125,903)                   -
                                         ----------                  ----------

                                         ($866,037)                   $114,574
                                         ==========                  ==========
</TABLE>

NM - Not meaningful

Revenues for the six months ended June 30, 2005 increased $7,848 to $1,169,153
compared to the six months ended June 30, 2004 as shown on the table above.

The primary factors contributing to the revenue increase were:

      o     An increase of approximately $70,000 in revenues from our third
            party administration business

      o     An increase of approximately $54,000 in revenues from our investment
            management business

      o     A decrease of approximately $116,000 in premiums collected in our
            insurance business

Operating expenses increased $533,428 to $1,580,699 from the prior year's first
six months. As a percentage of sales, operating expenses increased by 50.94%
when compared to the six months ended June 30, 2004.


                                       19
<PAGE>

Selling expenses decreased $213,043 to $199,630 from the prior year's first six
months. As a percentage of sales, selling expenses decreased by 51.63% when
compared to the six months ended June 30, 2004.

General and administrative expenses increased $560,591 to $1,191,232 from the
prior year's first six months. As a percentage of sales, general and
administrative expenses increased by 88.89% when compared to the six months
ended June 30, 2004.

Depreciation and amortization increased $181,451 to $185,408 from the prior
year's first six months.

Stock based compensation increased $4,429 to $4,429 from the prior year's first
six months.

The decrease in selling expenses was primarily attributable to lower
compensation costs for sales personnel.

The increase in general and administrative expense of approximately $513,000,
which accounted for approximately 91% of the total increase in general and
administrative expenses, was mainly due to:

      o     Salaries and payroll fringe of approximately $250,000 for the
            Chairman of the Board, Chief Executive Officer and Chief Financial
            Officer of the registrant

      o     Professional fees of approximately $178,000

      o     Rent expense for the registrant of $42,000

      o     Directors and officers liability insurance of approximately $43,000

The increase in depreciation and amortization was primarily attributable to
amortization of intangible and other assets in connection with the PAS Group
acquisition of approximately $161,000.

Other income (expense)

Net other expense increased $420,521 to $419,981 for the six months ended June
30, 2005 as compared to net other income of $540 for the six months ended June
30, 2004. The change was mainly due to:

      o     Interest expense of approximately $200,000 from our secured
            convertible note (including non-cash interest of approximately
            $85,000 due to accretion of our secured convertible note), a secured
            convertible loan (including non-cash interest of approximately
            $30,000 due to accretion of our secured convertible loan), loans to
            former owners of certain subsidiaries and interest on the financing
            of our directors and officers liability insurance policy

      o     Cash costs due to the reverse acquisition transaction of $215,000

      o     Interest and dividend income of approximately $24,000 primarily due
            from interest earned on our restricted cash balance


                                       20
<PAGE>

Liquidity and Capital Resources

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

                                         June 30, 2005       December 31, 2004
                                         -------------       -----------------
Unrestricted Cash                         $   204,565          $    89,779
Working Capital (deficit)                 $   107,301          ($   83,959)
Stockholders' Equity                      $ 3,635,503          $ 3,091,632

The Company had cash as of June 30, 2005 of $204,565, an increase of $114,786
from December 31, 2004.

The increase in cash was due to:

Cash flows from operating activities:
Net loss available to common shareholders                           $  (740,134)
Adjustments to reconcile net loss to net
        cash used in operating activities:
              Depreciation and amortization                             185,529
              Noncash interest                                          114,858
              Stock-based compensation                                    4,429
              Stock issued for services                                  25,000
              Deferred income tax benefit                               (91,393)
Increase (decrease) in cash attributable to changes
        in operating assets and liabilities
              Accounts receivable                                       (39,557)
              Accrued interest receivable                               (23,954)
              Prepaid and other current
              assets                                                    (90,928)
              Accounts payable                                            3,406
              Accrued expenses and other current
              liabilities                                               (20,348)
              Accrued interest payable                                   77,793

                                                                    -----------
Net cash used in operating activities                                  (595,300)
                                                                    -----------

Cash flows from investing activities:
Purchases of property and equipment                                     (32,879)
Acquisition costs (PAS transaction)                                     (69,054)


                                       21
<PAGE>

Cash acquired (reverse merger transaction)                               10,618
Increase in restricted cash (for acquisition purposes)               (2,500,000)

                                                                    -----------
Net cash used in investing activities                                (2,591,315)
                                                                    -----------

Cash flows from financing activities:
Proceeds from convertible notes                                       3,500,000
Proceeds from short-term debt                                           110,000
Payments on short-term debt and notes                                   (71,357)
Costs of 2004 common and preferred stock sales, net                     (58,242)
        of $17,102 collected from the escrow agent
Payment of deferred financing costs                                    (179,000)

                                                                    -----------
Net cash provided by financing activities                             3,301,401
                                                                    -----------

Increase in cash                                                    $   114,786
                                                                    ===========


                                       21
<PAGE>

Net cash of $595,300 used in operating activities was primarily due to a net
loss available to common shareholders, increases in receivables and prepaid
expenses of $63,511 and $90,928 respectively, and reflect a six month loss and
increases required to support the growth of our receivables. These uses of cash
were offset by non cash items of $238,423 and an increase in our accrued
interest payable of $77,793.

Net cash of $2,591,315 used in investing activities was primarily due to an
increase of cash restricted for acquisition purposes of $2,500,000 and
acquisition costs of $69,054.

Net cash of $3,301,401 provided by financing activities was primarily due to the
proceeds of three loans (two of which are secured) of $3,610,000 less issuance
costs of the two secured notes of $179,000.

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

Future Contractual Obligations

The following table shows the Company's contractual obligations related to lease
obligations as of June 30, 2005:

                                                          Payments due by period
Contractual obligations                         Total     Less than 1 year
                                               $51,020          $51,020
                                               =======          =======


                                       22
<PAGE>

Critical Accounting Policies and Estimates

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

      o     Revenue Recognition

      o     Management's estimates

Revenue Recognition

We generate revenue primarily from the following three sources:

      o     Third party administration.

      o     Financial planning and investment advisory fees and securities
            commissions.

      o     Insurance commissions

We recognize revenue from these sources, as follows:

      Third party administration.

      o     Persuasive evidence of an arrangement between the us and our client
            exists

      o     Delivery of the product to the customer has occurred or service has
            been provided to the customer

      o     The price to the customer is fixed and determinable

      o     Collectibility of the sales price is reasonably assured

      Financial planning and investment advisory fees and securities
      commissions.

      o     As services are rendered

      o     Contingent commissions are recorded as revenue when received

      Insurance commissions.

      o     The policy application is substantially complete

      o     The premium is paid

      o     The insured party is contractually committed to the purchase of the
            insurance policy

Management's Estimates

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


                                       23
<PAGE>

Inflation

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

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

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


                                       24
<PAGE>

Legislation enacted in the spring of 2001 under the Economic Growth and Tax
Relief Reconciliation Act of 2001 ("EGTRRA") increased the size of estates
exempt from the federal estate tax and phases in additional increases between
2002 and 2009. EGTRRA also phases in reductions in the federal estate tax rate
between 2002 and 2009 and repeals the federal estate tax entirely in 2010. Under
EGTRRA, the federal estate tax will be reinstated, without the increased
exemption or reduced rate, in 2011 and thereafter. However, President Bush and
members of Congress have expressed a desire to modify the current legislation,
which could result in additional increases in the size of estates exempt from
the federal estate tax, further reductions in the federal estate tax rate or a
permanent repeal of the federal estate tax. As enacted, EGTRRA has had a modest
negative impact on our revenue from the sale of estate planning services and
products including certain life insurance products that are often used to fund
estate tax obligations and could have a further negative impact on our insurance
business in the future. The pending bill, if enacted in its current form, or any
additional increases in the size of estates exempt from the federal estate tax,
further reductions in the federal estate tax rate or other legislation to
permanently repeal the federal estate tax, could have a material adverse effect
on our revenue. There can be no assurance that the pending bill will not be
enacted in its current form or, alternatively, that other legislation will not
be enacted that would have a further negative impact on our revenue.

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

Our Chief Executive Officer and Chief Financial Officer conducted an evaluation
of the effectiveness of our disclosure controls and procedures. Based on this
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures were effective as of June 30, 2005
in alerting them in a timely manner to material information required to be
included in our SEC reports. In addition, no change in our internal control over
financial reporting occurred during the fiscal quarter ended June 30, 2005 that
has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.

Special Note Regarding Forward Looking Statements

This Quarterly Report contains forward-looking statements as that term is
defined in the federal securities laws. The events described in forward-looking
statements contained in this Quarterly Report may not occur. Generally these
statements relate to business plans or strategies, projected or anticipated
benefits or other consequences of our plans or strategies, projected or
anticipated benefits from acquisitions to be made by us, or projections
involving anticipated revenues, earnings or other aspects of our operating
results. The words "may," "will," "expect," "believe," "anticipate," "project,"
"plan," "intend," "estimate," and "continue," and their opposites and similar
expressions are intended to identify forward-looking statements. We caution you
that these statements are not guarantees of future performance or events and are
subject to a number of uncertainties, risks and other influences (including, but
not limited to, those set forth in our Form SB-2, as amended filed on July 22nd,
2005), many of which are beyond our control, that may influence the accuracy of
the statements and the projections upon which the statements are based. Any one
or more of these uncertainties, risks and other influences could materially
affect our results of operations and whether forward looking statements made by
us ultimately prove to be accurate. Our actual results, performance and
achievements could differ materially from those expressed or implied in these
forward-looking statements. We undertake no obligation to publicly update or
revise any forward-looking statements, whether from new information, future
events or otherwise.


                                       25
<PAGE>

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

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

On January 27, 2005, we issued a secured note to CAMOFI Master LDC (formerly
known as DCOFI Master LDC) for $350,000, and on May 4, 2005, we issued a similar
secured note to CAMOFI Master LDC for an additional $150,000. Effective June 30,
2005, in accordance with the original terms of the notes, the lender elected to
convert those notes into notes convertible into common stock at a conversion
price of $0.68 per share, and we agreed to issue five-year warrants to the note
holders to purchase 367,647 shares of common stock at $0.1667 per share. Each
convertible note bears interest at the rate of 12% per annum and interest is
payable quarterly in arrears on the last day of each quarter. The principal
amortizes in equal monthly payments commencing October 2005 and is due March 10,
2008. The notes are secured by substantially all of the assets of the Company,
are guaranteed by the Company's subsidiaries and are subordinate to the
convertible term note issued by the Company to Laurus Master Fund. In the event
that the loan is not repaid within two trading days of maturity, we are required
to issue to the lender 500,000 shares of common stock. This issuance was made to
CAMOFI Master LDC, an accredited investor within the meaning of the Act, in
reliance on Section 4(2) of the Act. These securities are restricted securities
under the Act and will not be eligible for resale unless we file a registration
covering such securities or another exemption from the registration requirements
under the Act is available.

On February 21, 2005, we sold 473,994 shares of Common Stock for gross proceeds
of $13,320 to Glenn A. Little. This issuance was made to Mr. Little, an
accredited investor, in reliance on Section 4(2) of the Act. On that date, we
also sold a total of 110,000 shares of Common Stock to ten other persons who
represented to us that they were accredited investors, in reliance on Section
4(2) of the Act. These shares are restricted securities under the Act and will
not be eligible for resale unless we file a registration covering such
securities or another exemption from the registration requirements under the Act
is available.

Effective February 28, 2005, we issued 200,082 shares of Common Stock to Michael
Bluestein, one of our directors, with respect to the conversion of a total of
$150,061.31 of principal and interest under two convertible promissory notes at
the conversion price of $0.75 per share. The promissory notes had been issued in
connection with the acquisition from Mr. Bluestein of his interests in PAS, MDB
and CIM in December 2004. This issuance was made to Mr. Bluestein, an accredited
investor, in reliance on Section 4(2) of the Act. These shares are restricted
securities under the Act and will not be eligible for resale unless we file a
registration covering such securities or another exemption from the registration
requirements under the Act is available.


                                       26
<PAGE>

Effective February 28, 2005, we issued 94,731 shares of Common Stock to Irene
Feeley with respect to the conversion of a total of $71,048.06 of principal and
interest under a convertible promissory note at the conversion price of $0.75
per share. The promissory note had been issued in connection with the
acquisition from Ms. Feeley of her interest in CIM in December 2004. This
issuance was made to Ms. Feeley, an accredited investor, in reliance on Section
4(2) of the Act. These shares are restricted securities under the Act and will
not be eligible for resale unless we file a registration covering such
securities or another exemption from the registration requirements under the Act
is available.

In consideration for $25,000 due to John Rice for services rendered and
completed on March 9, 2005, on April 14, 2005 we issued to Mr. Rice 149,700
shares of Common Stock. This issuance was made to Mr. Rice, an accredited
investor, in reliance on Section 4(2) of the Act. These shares are restricted
securities under the Act and will not be eligible for resale unless we file a
registration covering such securities or another exemption from the registration
requirements under the Act is available.

On June 28, 2005, we issued a total of 1,900 shares of Common Stock for no
consideration to 19 employees of PAS, CIM and MDB, with each employee receiving
100 shares. These issuances were made in reliance on Section 4(2) of the Act, as
a private offering. These shares are restricted securities under the Act and
will not be eligible for resale unless we file a registration covering such
securities or another exemption from the registration requirements under the Act
is available.

As previously reported in our Form 8-K filed with the Securities and Exchange
Commission on March 15, 2005, we completed our acquisition of Duncan Capital
Financial Group, Inc. ("Duncan") on March 9, 2005. The acquisition was made
pursuant to the Agreement and Plan of Reorganization, dated February 18, 2005
(the "Acquisition Agreement"), among us, Glenn A. Little and Duncan. Under the
terms of the Acquisition Agreement, each share of Duncan common stock
outstanding immediately prior to the Effective Date was exchanged for one share
of our Common Stock. As a result of the Acquisition, we issued 12,040,000 shares
of common stock to the former stockholders of Duncan. In addition to the Common
Stock issued to the former stockholders of Duncan, under the Acquisition
Agreement each outstanding option or warrant to purchase Duncan common stock was
converted into an option to purchase the number of shares of our Common Stock
equal to the number of Duncan common shares underlying the option or warrant
immediately prior to the closing date. The issuance of our Common Stock and of
options and warrants to acquire Common Stock were made pursuant to an exemption
from the registration requirements under the Securities Act of 1933. Each of the
stockholders of Duncan to whom we issued common stock, options or warrants was
an accredited investor within the meaning of the Act, and the Acquisition was
conducted as a private placement in accordance with Rule 506 of Regulation D
under the Act. The Common Stock, warrants and options we issued in the
Acquisition, and the shares of our Common Stock underlying the options and
warrants, are restricted securities under the Act and will not be eligible for
resale unless we file a registration statement covering such securities or
another exemption from the registration requirements under the Securities Act of
1933 is available to a particular selling stockholder.


                                       27
<PAGE>

In addition, as previously reported in our Form 8-K filed with the Securities
and Exchange Commission on March 15, 2005, on March 9, 2005, we entered into a
Securities Purchase Agreement with Laurus Master Fund, Ltd. ("Laurus"), under
which we issued and delivered to Laurus (i) a secured convertible term note in
the principal amount of $3,000,000 (the "Note"), (ii) a Common Stock Purchase
Warrant (the "Warrant"), entitling Laurus to purchase up to 1,084,338 shares of
our Common Stock at a per share exercise price of $1.00, and (iii) an option
("Option") entitling Laurus to purchase up to 643,700 shares of Common Stock at
a per share purchase price of $0.01. The issuance and sale of the Note, the
Warrant and the Option were made pursuant to the exemption from registration
under Section 4(2) under the Securities Act of 1933, as amended (the "Act"), and
Regulation D promulgated under the Act. Laurus has represented to the Company
that Laurus is an accredited investor under the Act and the rules promulgated
thereunder.

At closing, $500,000 of Note proceeds were disbursed to the Company for working
capital purposes. The Company paid fees to Laurus of $134,000 out of these gross
proceeds and also paid $200,000 to settle outstanding liabilities of the
registrant in connection with the acquisition of Duncan Capital Financial Group,
Inc. We retained $166,000 of the proceeds for working capital purposes. The
remaining $2,500,000 of Note proceeds were deposited by us at a bank in a
restricted cash account under the control of Laurus ("Restricted Account").
Funds will be released by Laurus to the Company from the Restricted Account as
follows: In connection with certain business acquisitions to be made by the
Company, Laurus will direct the bank to release to the Company an amount of
funds equal to the product of three times the "Acquired Entity Consolidated
EBITDA" of the acquired entities. "Acquired Entity Consolidated EBITDA" is
defined as net income before giving effect to interest, taxes, depreciation and
amortization.

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


                                       28
<PAGE>

The Warrant grants Laurus the right to purchase up to 1,084,338 shares of Common
Stock at an exercise price of $1.00 per share commencing March 9, 2005. The
Warrant expires at the close of business on March 9, 2012. The exercise price of
the Warrant is subject to adjustment for stock splits, combinations, dividends
and the like.

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

The Company may pay amounts due under the Note in shares of Common Stock only so
long as there is an effective registration statement under Act covering the
resale of such shares or an exemption from such registration is available under
Rule 144 of the Act. In addition, Laurus is not entitled to receive shares of
Common Stock upon exercise of the Warrant or the Option, upon payment of
principal or interest on the Note, or upon conversion of the Note if such
receipt would cause Laurus to be deemed to beneficially own in excess of 4.99%
of the outstanding shares of Common Stock on the date of issuance of such
shares. Such provision may be waived by Laurus upon 75 days prior written notice
to the Company.

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

As previously reported in our Form 8-K filed on March 22, 2005 with the
Securities and Exchange Commission, our Board of Directors authorized the
issuance of up to 4,000,000 shares of 12% Series A Convertible Preferred Stock
("Series A Preferred"), in accordance with the Agreement and Plan of
Reorganization entered into on February 18, 2005 among the company, Duncan
Capital Financial Group, Inc. and Glenn A. Little. On April 12, 2005, we
completed the issuance of 3,820,000 shares of Series A Preferred to a total of
ten holders of preferred stock of our subsidiary, Duncan Capital Financial
Group, Inc., in exchange for their surrender of an equivalent number of
preferred shares of Duncan Capital Financial Group, Inc. containing identical
terms. We received no other consideration. Each shareholder to whom Series A
Preferred shares were issued is an accredited investor within the meaning of the
Act, and the issuance of the shares of Series A Preferred was made in reliance
on Section 4(2) of the Act. There were no underwriting discounts or commissions
paid in connection with this share exchange. The shares of Series A Preferred,
and the underlying shares of common stock into which they are convertible, are
restricted securities under the Act and will not be eligible for resale unless
we file a registration statement covering such securities or another exemption
from registration requirements under the Act is available.


                                       29
<PAGE>

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

On January 18, 2005, by written consents in lieu of meeting, shareholders
representing approximately 70% of the issued and outstanding shares of the
Company's common stock approved a recommendation of the Company's Board of
Directors to effect a one share for twenty shares reverse split of the Company's
common stock, par value $.001 per share, with all fractional shares rounded up
to the nearest whole share.

As previously reported in our Form 8-K filed on March 21, 2005 with the
Securities and Exchange Commission, on March 15, 2005, we amended our Articles
of Incorporation to change the name of our company to National Investment
Managers Inc. ("Name Change Amendment"). The Name Change Amendment was filed
with the Secretary of State of the State of Florida on March 15, 2005. This
amendment to our Articles of Incorporation was authorized by our Board of
Directors and approved by written consent of shareholders without a meeting
under Section 607.0704 of the Florida Business Corporation Act (FBCA"), which
shareholders represented approximately 51% of the issued and outstanding shares
of our common stock.

As previously reported in our Form 8-K filed on March 22, 2005 with the
Securities and Exchange Commission, on March 18, 2005, we amended our Articles
of Incorporation to create a class of "blank check" preferred stock, par value
$0.001 per share, consisting of 10,000,000 shares. The Blank Check Preferred
Stock Amendment was filed with the Secretary of State of the State of Florida on
March 18, 2005. This amendment to our Articles of Incorporation was authorized
by our Board of Directors and approved by written consent of shareholders
without a meeting under Section 607.0704 of the FBCA, which shareholders
represented approximately 51% of the issued and outstanding shares of our common
stock.

We do not presently have a class of equity securities registered under Section
12 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and are
therefore not subject to the proxy solicitation requirements of the 1934 Act.


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<PAGE>

Item 6. Exhibits and Reports on Form 8-K

Exhibits

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

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

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

(b) Reports on Form 8-K

None.

                                   SIGNATURES

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

                                     NATIONAL INVESTMENT MANAGERS INC.
                                           Registrant


Date:  August 4, 2005             By    /s/ Richard Stierwalt
----------------------                  ----------------------------------
                                            RICHARD STIERWALT
                                            Chief Executive Officer
                                            and Director


Date:  August 4, 2005              By   /s/ Leonard Neuhaus
----------------------               ---------------------------------
                                            LEONARD NEUHAUS
                                             Chief Financial Officer


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