VBI VACCINES INC. - FORM 10-K

VBI VACCINES INC. - FORM 10-K - March 10, 2011

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EX-32.2 - SECTION 906 CFO CERTIFICATION - VBI VACCINES INC.	dex322.htm
EX-31.2 - SECTION 302 CFO CERTIFICATION - VBI VACCINES INC.	dex312.htm
EX-23.1 - CONSENT OF PETERSON SULLIVAN LLP - VBI VACCINES INC.	dex231.htm
EX-31.1 - SECTION 302 CEO CERTIFICATION - VBI VACCINES INC.	dex311.htm
EX-32.1 - SECTION 906 CEO CERTIFICATION - VBI VACCINES INC.	dex321.htm
EX-23.1 - CONSENT OF MCGLADREY & PULLEN, LLP - VBI VACCINES INC.	dex2311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-K

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended: December 31, 2010

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

Commission File Number: 000-18188

PAULSON CAPITAL CORP.

(Exact name of registrant as specified in its charter)

Oregon

93-0589534

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)


811 SW Naito Parkway, Suite 200, Portland, Oregon		97204
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (503) 243-6000

Securities Registered pursuant to Section 12(b) of the Act:


Title of each class		Name of each exchange on which registered
Common Stock		The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ¨ No x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: ¨

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $3,645,577, computed by reference to the last sales price ($1.38) as reported by the Nasdaq Capital Market, as of the last business day of the Registrant’s most recently completed second fiscal quarter (June 30, 2010).

The number of shares outstanding of the registrant’s common stock as of March 10, 2011 was 5,767,985 shares.

Documents Incorporated by Reference

Portions of the registrant’s definitive Proxy Statement for its 2011 Annual Meeting of Shareholders are incorporated by reference into Part III.

PAULSON CAPITAL CORP.

2010 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS


		Page
	PART I

Item 1.	Business		2

Item 1A.	Risk Factors		8

Item 1B.	Unresolved Staff Comments		8

Item 2.	Properties		8

Item 3.	Legal Proceedings		8

Item 4.	Reserved		8

	PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		9

Item 6.	Selected Financial Data		9

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		9

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		16

Item 8.	Financial Statements and Supplementary Data		16

Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		16

Item 9A.	Controls and Procedures		16

Item 9B.	Other Information		17

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance		17

Item 11.	Executive Compensation		17

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		18

Item 13.	Certain Relationships and Related Transactions, and Director Independence		18

Item 14.	Principal Accounting Fees and Services		18

	PART IV

Item 15.	Exhibits and Financial Statement Schedules		19

Signatures			20

PART I

ITEM 1.

BUSINESS

Forward-Looking Statements

This report, including, without limitation, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains or incorporates both historical and “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “anticipates,” “believes,” “expects,” “intends,” “future” and similar expressions identify forward-looking statements. Any such forward-looking statements in this report reflect our current views with respect to future events and financial performance and are subject to a variety of factors that could cause our actual results to differ materially from historical results or from anticipated results expressed or implied by such forward-looking statements. Because of such factors, we cannot assure you that the results anticipated in this report will be realized. As noted elsewhere in this report, various aspects of our business are subject to extreme volatility often as a result of factors beyond our ability to anticipate or control. In particular, factors, such as the condition of the securities markets, which are in turn based on popular perceptions of the health of the economy generally, can be expected to affect the volume of our business as well as the value of the securities maintained in our trading and investment accounts.

General

Paulson Capital Corp., established in 1970, is a holding company whose operating subsidiary, Paulson Investment Company, Inc., is a full service brokerage firm engaged in operations in four principal categories, all of them in the financial services industry. These categories are:

•

securities brokerage activities for which we earn commission revenues;

•

corporate finance revenues consisting principally of underwriting discounts and underwriter warrants;

•

securities trading from which we record profit or loss, depending on trading results; and

•

investment income resulting from earnings on, and increases or decreases in the value of, our investment portfolio.

In addition, Paulson Capital Properties, LLC, a 100% owned subsidiary, was established for the purpose of purchasing, improving and remarketing underappreciated real estate. Through December 31, 2010, we had not purchased any real estate.

Overview

Because we operate in the financial services industry, our revenues and earnings are substantially affected by general conditions in financial markets. Further, past performance is not necessarily indicative of results to be expected in future periods. In our securities brokerage business, the amount of our revenues depends on levels of market activity requiring the services we provide. Our corporate finance activity, which consists of acting as the managing underwriter of initial and follow-on public offerings, private investments in public equity (“PIPEs”) and private placements for smaller companies, is similarly affected by the strength of the market for new equity offerings, which has historically experienced substantial cyclical fluctuation. Global IPO volume increased significantly in 2010 compared to 2009 with China and the U.S. being the most active markets. During 2010, there were 154 IPOs in the U.S., with proceeds totaling $38.7 billion, and the outlook for 2011 is strong. This compares to 63 IPOs in the U.S. during 2009 with proceeds totaling $21.9 billion. Although we attempt to match operating costs with activity levels, many of our expenses are either fixed or difficult to change on short notice. Accordingly, fluctuations in brokerage and corporate finance revenues tend to result in sharper fluctuations, on a percentage basis, in net income or loss.

Our investment and trading income or loss is affected by changes in market valuation of securities generally and, in particular, by changes in valuation of the equity securities of microcap companies in which our investments and trading activities tend to be concentrated. Equity markets in general, and microcap equity markets in particular, have always experienced significant volatility and this volatility has, in recent years, been extreme. As a result, the value of our investment portfolio and securities held in connection with our trading and investment activities has experienced large quarterly fluctuations in income or loss, and our net worth has substantially increased or decreased as our securities holdings are marked to market.

A substantial portion of our corporate finance business consists of acting as managing underwriter of initial and follow-on public offerings for microcap and smallcap companies. As a part of our compensation for these activities, we typically receive warrants exercisable to purchase securities similar to those that we offer and sell to the public. The warrants generally have a five-year expiration date and are subject to a restricted period of six months to one-year during which we cannot exercise. The exercise price is typically 120% of the price at which the securities were initially sold to the public. Accordingly, unless there is at least a 20% increase in the price of these securities at some time more than six months and less than five years after the offering, the warrants will remain “under water” and will ultimately expire unexercised. We also receive warrants in connection with PIPEs, which have varying terms and conditions.

The following table shows the portion of our revenues that was attributable to each revenue category for the last two fiscal years (in thousands):


Year Ended December 31,	2010			2009
Commissions	$	16,211		$	13,475
Corporate finance		2,999			564
Investment loss		(1,672	)		(313	)
Trading income		327			1,236
Interest and dividends		18			179
Other		211			104

	$	18,094		$	15,245

In 2010 and 2009, none of our revenue was from foreign sources and no customer represented 10% or more of our total revenue. In addition, all of our long-lived assets were located within the U.S.

Clearing Firm

Pursuant to our agreement with RBC Correspondent Services, a division of RBC Capital Markets Corporation (“RBC CS”), RBC CS carries all of our customer securities accounts and performs the following services: (1) preparation and mailing of monthly statements to our customers; (2) settlement of contracts and transactions in securities between us and other broker-dealers and between us and our customers; (3) custody and safe-keeping of securities and cash, the handling of margin accounts, dividends, exchanges, rights offerings and tender offers; and (4) the execution of customer orders placed on an exchange. We determine the amount of commission to be charged to our customers on principal and agency transactions, as well as the price of securities purchased or sold in principal transactions. RBC CS receives compensation based on the number of transactions and revenue sharing arrangements. In the event of a liability arising from a bad debt from a customer, we are required to indemnify RBC CS against any loss. This potential liability is uninsured.

Commissions

As a securities broker, we act as agent for our customers in the purchase and sale of common and preferred stocks, options, warrants and debt securities traded on securities exchanges or in the over-the-counter (“OTC”) market. A portion of our revenue is derived from commissions from customers on these transactions. In the OTC market, transactions with customers in securities may be effected as principal, rather than agent, primarily in securities for which we are a market maker. Customer transactions in securities are effected either on a cash or margin basis.

We also enter into dealer agreements with mutual fund management companies and publicly registered limited partnerships. Commissions on the sale of these securities are derived from the standard dealer discounts, which range from approximately 1% to 8.5% of the purchase price of the securities, depending on the terms of the dealer agreement and the amount of the purchase. We do not generally sell interests in limited partnerships that are not publicly registered.

In the case of corporate finance transactions, described below, a portion of the discount applicable to securities placed by our retail brokerage group is credited to securities brokerage commissions and the commission payable to the broker is recorded as securities brokerage commission expense.

Corporate Finance

While a substantial portion of our corporate finance business consists of acting as managing underwriter of initial and follow-on public offerings for microcap and smallcap companies, we also act as a placement agent for PIPEs and private placements for smaller companies. We underwrite the public offerings on a “firm commitment” basis, which means that we agree to purchase a specific amount of securities from the issuer at a discount and resell the securities to the public at a specified price after the registration statement for the offering is declared effective by the Securities and Exchange Commission (the “SEC”). Managing these public offerings involves the risk of loss if we are unable to resell at a profit the securities we are committed to purchase. This risk is usually reduced by including other stock brokerage firms as a part of an underwriting syndicate in which each member commits to purchase a specified amount of the offering. We, and the other underwriters, may also sell a portion of our respective commitments through a “selling group” of other stock brokerage firms that participate in selling the offering but are not subject to an underwriter’s commitment. As an underwriter, we are also subject to potential liability under federal and state securities laws if the registration statement or prospectus contains a material misstatement or omission. We do not have insurance to cover our potential liabilities as an underwriter.

The commitment of our capital between the time a firm commitment underwriting agreement becomes effective and the time we resell the securities constitutes a charge against our net capital. Accordingly, our participation in, or initiation of, underwritings may be limited by the financial requirements of the SEC and the Financial Industry Regulatory Authority (“FINRA”). See “Net Capital Requirements” below.

Between June 1, 1978 and December 31, 2010, we acted as the managing underwriter or co-managing underwriter for 164 public securities offerings, raising approximately $1.2 billion for corporate finance clients. Of these, 93 were initial public offerings. We typically receive 2% to 3% of the aggregate amount of money raised in an offering to cover nonaccountable expenses and between 7% and 9% as compensation to underwriters, selling group members and registered representatives, although these percentages may be lower for larger transactions.

As a part of our compensation for the underwriting activities, we also typically receive warrants exercisable to purchase securities similar to those that we offer and sell to the public. The warrants generally have a five-year expiration date and vest immediately. The warrants are generally subject to a restricted period of six months to one-year in which we cannot exercise the warrants. The exercise price is typically 120% of the price at which the securities are initially sold to the public. Accordingly, unless there is at least a 20% increase in the price of these securities at some time more than six months and less than five years after the offering, the warrants will remain “under water” and will ultimately expire unexercised. We also receive warrants in connection with our PIPEs, which have varying terms and conditions. A portion of these underwriter warrants are typically transferred to other co-managing underwriters in the public offering.

In 2010, we completed one initial public offering in which we, together with a co-underwriter, raised $15.4 million for S&W Seed Company. In addition, we completed two follow-on public offerings in which we raised $6.0 million for BioCurex, Inc. and $0.7 million for Healthy Fast Food, Inc.

Investment Income

We hold securities for investment, which are maintained in investment accounts that are segregated from our trading accounts. Our investment portfolio principally consists of securities purchased for investment and underwriter warrants.

From time to time, we make investments as a principal in companies that are, or are expected to be, corporate finance clients. The investment may be as convertible debt in anticipation of a public offering, in which case, if the offering is successful, the principal and interest are either converted to equity or repayable from the offering proceeds. If the offering is not successful, the debt is typically converted to equity. We also make investments in companies that are not anticipating an immediate public offering. In such cases, the investment is typically made in the form of the purchase of restricted equity securities. Typically, these type of investments have ranged from $50,000 to $1.0 million. At December 31, 2010, we held securities of 4 privately-held companies in our investment accounts with a fair value of $2.9 million.

Trading Income and Market Making

In addition to executing trades as an agent, we regularly act as a principal in executing trades in equity securities, corporate debt securities and municipal bonds. At December 31, 2010, we made a market in 33 securities of 22 issuers. Of these, 11 were issuers for which we had acted as managing or co-managing underwriter of public financings.

Our market making activities are conducted both with other dealers in the “wholesale market” and with our customers. Transactions with customers are effected as principal at a net price equal to the current interdealer price plus or minus the approximate equivalent of a brokerage commission. In such transactions, the commission is recorded as securities brokerage commissions revenue while any profit or loss attributable to a change in value of the security in our trading account is recorded as trading profit or loss. Our transactions as principal expose us to risk because securities positions are subject to fluctuations in fair value and liquidity. Profits or losses on trading and investment positions depend upon the skills of the employees in our trading department and employees responsible for taking investment positions. The trading department is headquartered in our Portland, Oregon office.

Limitations on Investment and Trading Securities

The size of our investment and trading securities positions at any date may not be representative of our exposure on any other date, because the securities positions vary substantially depending upon economic and market conditions, the allocation of capital among types of inventories, underwriting commitments, customer demands and trading volume. The aggregate value of inventories that we may carry are limited by certain requirements under the SEC’s net capital rules. See “Net Capital Requirements” below.

Branch Offices

Our branch offices are generally run by independent contractors who assume liability for all the operating expenses of the branch. We typically receive between 10% and 15% of the gross commission earned by the branch, with the balance retained by the branch to pay its expenses and staff. Persons in these branches are registered with us, and we assume the same compliance and regulatory obligations as would be the case if we were fully responsible for the branch’s expenses. As of December 31, 2010, we had 39 branch offices in California, Colorado, Connecticut, Florida, Georgia, New Jersey, New York,

Oregon, Utah and Washington. All of these branches, except our offices in Portland and Salem, Oregon and Manhattan, New York, operate as independent contractor offices. We continue to be responsible for all expenses of the Portland, Salem and Manhattan offices.

Regulation

We are registered with the SEC as a broker-dealer under the Securities Exchange Act of 1934 and are a member of FINRA. We are also registered as a broker-dealer and investment advisor under the laws of all 50 states, Washington, D.C. and Puerto Rico.

We are a member of the Securities Investor Protection Corporation (“SIPC”), which provides, in the event of the liquidation of a broker-dealer, protection for customers’ accounts (including the customer accounts of other securities firms when it acts on their behalf as a clearing broker) held by the firm of up to $500,000 for each customer, subject to a limitation of $100,000 for claims for cash balances. SIPC is funded through assessments on registered broker-dealers.

The securities business is subject to extensive regulation under federal and state laws. The principal purpose of regulation and discipline of broker-dealers is the protection of customers and the securities markets rather than protection of creditors and stockholders of broker-dealers. The SEC is the federal agency charged with administration of the federal securities laws. Much of the regulation of broker-dealers, however, has been delegated to self-regulatory organizations, principally FINRA. These self-regulatory organizations adopt rules (subject to approval by the SEC) that govern the industry and conduct periodic examinations of member broker-dealers. Securities firms are also subject to regulation and examination by state securities commissions in the states in which they are registered.

The regulations to which broker-dealers are subject cover all aspects of the securities business, including sales methods, trading practices among broker-dealers, capital structure of securities firms, record keeping and the conduct of directors, officers and employees. Additional legislation, changes in rules promulgated by the SEC and by self-regulatory bodies or changes in the interpretation or enforcement of existing laws and rules often directly affect the method of operation and profitability of broker-dealers. The SEC, FINRA and state regulatory authorities may conduct administrative proceedings that can result in censure, fine, suspension or expulsion of a broker-dealer, its officers or employees.

Net Capital Requirements

We are required to maintain minimum “net capital” under the SEC’s net capital rule of not less than 6.67% of our “aggregate indebtedness” or $100,000, whichever is greater. In general, net capital consists of the broker-dealer’s net worth, adjusted by numerous factors specified in the applicable regulations. In particular, the value of securities that can be included in net capital is subject to reduction in fair value or principal amount. The amount of the required reduction, or “haircut,” depends on the nature of the security. As of December 31, 2010, we had net capital of $9.4 million, which exceeded our minimum requirement of $0.1 million by $9.3 million. The ratio of aggregate indebtedness of $1.7 million to net capital of $9.4 million at December 31, 2010, was 0.18 to 1.

In a public offering in which we act as an underwriter, we must have sufficient net capital to cover the amount of securities underwritten, applying the applicable formula mandated by the SEC, during the period between effectiveness and the closing of the transaction, usually 3 business days. This results in a significant temporary increase in our required net capital. Although this has never happened, in some cases, the amount of securities underwritten by us could be limited by our net capital. Any significant reduction in our net capital, even if we were still in compliance with the SEC’s net capital rule for its retail and trading activities, could have a material adverse effect on our ability to continue our investment banking activities.

Industry and Competition

All aspects of our business are highly competitive. In our general brokerage activities, we compete directly with numerous other broker-dealers, some of which are large well-known firms. Many of our competitors employ extensive advertising and actively solicit potential clients in order to increase business. In addition, brokerage firms compete by furnishing investment research publications to existing clients, the quality and breadth of which are considered important in the development of new business and the retention of existing clients. We also compete with a number of smaller regional brokerage firms.

Some commercial banks and thrift institutions offer securities brokerage services. Many commercial banks offer a variety of investment banking services. Competition among financial services firms also exists for investment representatives and other personnel.

The securities industry has become more concentrated and more competitive since we were founded, as numerous securities firms have either ceased operations or have been acquired by or merged into other firms. In addition, the 2008 financial crisis made an unprecedented impact on the financial services industry. Most of the biggest investment banks, including Bear Stearns, Lehman Bros. and Merrill Lynch, no longer exist, and Goldman Sachs and Morgan Stanley have become bank holding companies. These developments resulted in uncertainty in the securities industry that abated in late 2009. The surviving investment banks reported strong earnings in 2009 and 2010, which was driven by fixed income activity and the reduction of competition.

The securities industry has experienced substantial commission discounting by broker-dealers competing for brokerage business. In addition, specialized firms offer “discount” services to individual customers. These firms generally effect transactions for their customers on an “execution only” basis without offering other services such as portfolio valuation, investment recommendations and research. Discount brokerage firms may offer their services over the Internet, further decreasing offered commission rates and increasing ease of use for customers. Competition within the discount brokerage segment is fierce. Weaker online trading volumes and falling commission rates have prompted the discount brokers to merge in order to expand their client base, achieve operating synergies, and diversify their business away from heavy reliance on trading commissions. In addition, rapid growth in the mutual fund industry is presenting potential customers of ours with an increasing number of alternatives to traditional stock brokerage accounts.

In our investment banking activities, we compete with other brokerage firms, venture capital firms, banks and all other sources of capital for small, growing companies. Since we generally manage offerings smaller than $45 million, we do not typically compete with the investment banking departments of large, well-known national brokerage firms. Nevertheless, we have, in the past, occasionally managed larger offerings. In addition, large national and regional investment banking firms occasionally manage offerings of a size that is competitive with us, typically for fees and compensation less than that charged by us. When the market for initial public offerings is active, many small regional firms that do not typically engage in investment banking activities also begin to compete with us.

Employees

At December 31, 2010, we had 65 employees (of which 63 were full-time). Of these, 38 were executives and support staff and 27 were involved in brokerage activities and compensated primarily on a commission basis. We also had independent contractor arrangements with 68 independent contractors, all of whom are compensated solely on a commission basis.

ITEM 1A.

RISK FACTORS

As a Smaller Reporting Company, this information is not required.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

Not applicable as there are no outstanding comment letters.

ITEM 2.

PROPERTIES

We lease 17,100 square feet of office space in Portland, Oregon under a lease expiring July 31, 2012. The base monthly rental rate on this lease is currently $29,560. Our Salem, Oregon office leases 3,759 square feet of space under a lease that expires in October 2011 at a monthly rent of $4,502, with rent subject to increases based upon inflation. We also lease 2,500 square feet of space for our office in Manhattan, New York under a lease expiring September 30, 2011. The base monthly rental rate on this lease is currently $13,316. Our operating leases are accounted for on a straight-line basis. Based on the upcoming expiration of the leases in Portland and Manhattan, we are currently evaluating our office space needs and options in these markets. We are currently evaluating an expansion of our leased space in our existing Salem location. The other branch offices lease space but, under the terms of the relationship between us and these offices, we are not responsible for these leasing costs.

ITEM 3.

LEGAL PROCEEDINGS

We are named in and subject to various proceedings and claims arising primarily from our securities business activities, including lawsuits, arbitration claims, class actions and regulatory matters. Some of these claims seek substantial compensatory, punitive or indeterminate damages. We are also involved in other reviews, investigations and proceedings by governmental and self-regulatory agencies regarding our business, certain of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief. Because litigation is inherently unpredictable, particularly in cases where claimants seek substantial or indeterminate damages or when investigations and proceedings are in the early stages, we cannot predict with certainty the losses or range of losses related to such matters, how such matters will be resolved, when they will ultimately be resolved, or what the eventual settlement, fine, penalty or other relief might be. Consequently, we cannot estimate losses or ranges of losses for matters where there is only a reasonable possibility that a loss may have been incurred. Although the ultimate outcome of these matters cannot be ascertained at this time, it is the opinion of management, after consultation with counsel, that the resolution of the foregoing matters will not have a material adverse effect on our consolidated financial statements, taken as a whole; such resolution may, however, have a material effect on the operating results in any future period, and, depending on the outcome and timing of any particular matter, may be material to the operating results for any period depending on the operating results for that period. We have provided loss allowances for such matters when the likelihood of them occurring is probable and the amount can be reasonably estimated. The ultimate resolution may differ materially from the amounts provided. Settlement expense totaled $116,000 and $565,000 in 2010 and 2009, respectively, and, at December 31, 2010, we had $29,000 accrued for pending legal matters.

ITEM 4.

RESERVED

PART II

ITEM 5.

MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Stock Prices and Dividends

Our common stock trades on the NASDAQ Capital Market under the symbol “PLCC,” but it is not actively traded. The following table sets forth the high and low closing sale prices of our common stock for each quarter in the two years ended December 31, 2010.


Year Ended December 31, 2009	High		Low
Quarter 1	$	1.60	$	0.88
Quarter 2		1.25		0.80
Quarter 3		2.51		1.11
Quarter 4		1.88		1.34

Year Ended December 31, 2010	High		Low
Quarter 1	$	1.62	$	1.26
Quarter 2		1.53		1.20
Quarter 3		1.35		1.19
Quarter 4		1.24		0.88

As of December 31, 2010, we had 432 shareholders of record and 376 beneficial shareholders.

No dividends were declared or paid in 2009 or 2010. Net capital requirements may limit our ability to pay future dividends to our shareholders.

Equity Compensation Plan Information

See Item 12. for Equity Compensation Plan Information.

ITEM 6.

SELECTED FINANCIAL DATA

As a Smaller Reporting Company, this information is not required.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Substantially all of our business consists of the securities brokerage and corporate finance activities of our wholly-owned subsidiary, Paulson Investment Company, Inc., which has operations in four principal categories, all of them in the financial services industry. These categories are:

•

securities brokerage activities for which we earn commission revenues;

•

corporate finance revenues consisting principally of underwriting discounts and underwriter warrants;

•

securities trading from which we record profit or loss, depending on trading results; and

•

investment income resulting from earnings on, and increases or decreases in the value of, our investment portfolio.

private investments in public equity (“PIPEs”) and private placements for smaller companies, is similarly affected by the strength of the market for new equity offerings, which has historically experienced substantial cyclical fluctuation. Global IPO volume increased significantly in 2010 compared to 2009 with China and the U.S. being the most active markets. During 2010, there were 154 IPOs in the U.S., with proceeds totaling $38.7 billion and the outlook for 2011 is strong. This compares to 63 IPOs in the U.S. during 2009 with proceeds totaling $21.9 billion. Although we attempt to match operating costs with activity levels, many of our expenses are either fixed or difficult to change on short notice. Accordingly, fluctuations in brokerage and corporate finance revenues tend to result in sharper fluctuations, on a percentage basis, in net income or loss.

Our investment and trading income or loss is affected by changes in market valuation of securities generally and, in particular, by changes in valuation of the equity securities of microcap companies in which our investments and trading activities tend to be concentrated. Equity markets in general, and microcap equity markets in particular, have always experienced significant volatility and this volatility has, in recent years, been extreme. As a result, the value of our investment portfolio and securities held in connection with our trading and investment activities has experienced large quarterly fluctuations in income or loss and our net worth has substantially increased or decreased as our securities holdings are marked to market.

CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES

The following discussion and analysis of our financial condition and results of operations is based, in part, upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. In preparing our consolidated financial statements, we must make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results are likely to differ from these estimates under different assumptions and conditions.

As a result of the factors described below, our revenues and earnings are subject to substantial fluctuation from period to period based on a variety of circumstances, many of which are beyond our control. An increase in financial market activity, and/or an increase in equity valuations, will generally result in increases in our revenues, earnings and net worth as our activity levels and the value of our investment portfolio increase. Conversely, a general market retrenchment will typically lead to decreased revenues, earnings and net worth as a result of both decreased activity and the need to adjust high investment portfolio values to lower levels. Accordingly, results for any historical period are not necessarily indicative of similar results for any future period.

The critical accounting policies described below include those that reflect significant judgments and uncertainties, which potentially could produce materially different results under different assumptions and conditions. We believe our critical accounting policies are limited to those described below.

Revenue Recognition

Securities transactions and related commissions revenue, including the sale of investment company shares, are recorded on a trade date basis. Underwriter’s fees and other underwriting revenues are recognized at the time the underwriting is completed. Revenue from sales of other securities including tax deferred units and insurance products is recorded when the units are sold. Revenue from the receipt of underwriter warrants is recognized when the underwriting is completed and the warrants are received based on the estimated fair value of the securities received as estimated using the Black-Scholes option-pricing model taking into account the exercise price, remaining life of the warrant, the current price of the underlying stock and its expected volatility, expected dividends on the stock and the risk-free interest rate for the remaining term of the warrant.

Value of Underwriter Warrants

We are required to estimate the value of all securities that we hold at the date of any financial statements and to include that value, and changes in such value, in those financial statements. Accordingly, the aggregate fair value of our underwriter warrants is recorded as an asset on our balance sheet. When a new warrant is received, its fair value is included in corporate finance revenue on the date on which it is earned. Subsequently, any change in fair value is recorded as investment income or loss. When a warrant is exercised, the fair value is adjusted to reflect the value of the securities purchased, net of the exercise price, and the adjustment amount is recorded as income or loss for the relevant period. If a warrant expires unexercised, the fair value is adjusted to zero and the decrease is recorded as a loss in the relevant period. In addition, we have recorded a liability related to underwriter warrants that were previously held by certain employees. We are obligated to pay a bonus to these employees equal to the gain recognized by us when the warrants are exercised and the related stock is sold.

We estimate the value of our underwriter warrants using the Black-Scholes Option Pricing Model. The Black-Scholes model requires us to use five inputs including: price, risk free rate, exercise price, time remaining on the warrant and price volatility. After stock price, the most influential factor in this model is price volatility, which we calculate for each company’s warrants based on each company’s own historical stock closing prices as well as an index of historical prices for comparable companies. When we initially receive a new underwriter warrant from an initial public offering, its calculated volatility factor is entirely based on the volatility of an index of comparable companies, since there is no price history for a new publicly traded company. As each underwriter warrant approaches its expiration date, its volatility factor is derived primarily from the historical prices of its underlying common stock. We cannot assure you that we will ultimately be able to exercise any of our warrants in a way that will realize the value that we attribute to them in our financial statements based on this model. At December 31, 2010, the value of underwriter warrants was $1.1 million, which is included as a separate line item on our consolidated balance sheet.

Fair Value of Investments

In addition to our underwriter warrants, we hold other securities, some of which have very limited liquidity and some of which do not have a readily ascertainable fair value. We are required to carry these securities at fair value. The fair value of not readily marketable securities is estimated by management using available information including the following: quoted market prices of similar securities (i.e., unrestricted shares of the same company); price of recent known trades of the same or similar securities; the cost of the security, if recently purchased, adjusted for changes in the financial condition of the issuer; all other information available from review of available documents related to the issuer or discussions with management of the issuer. Changes in the value of these securities are reflected currently in our results of operations as a component of investment income. Our estimates regarding the fair value of securities that are not readily marketable are significant estimates and these estimates could change in the near term. At December 31, 2010, the fair value of investments which do not have a readily ascertainable fair value was $2.9 million and was included as a component of trading and investment securities owned on our consolidated balance sheet.

Legal Reserves

We record reserves related to legal proceedings resulting from lawsuits and arbitrations, which arise from our business activities. Some of these lawsuits and arbitrations claim substantial amounts, including punitive damage claims. Management has determined that it is likely that ultimate resolution in favor of the claimant will result in losses to us on certain of these claims. We have, after consultation with outside legal counsel and consideration of facts currently known by management, recorded estimated losses to the extent we believe certain claims are probable of loss and the amount of the loss can be reasonably

estimated. Factors considered by management in estimating our liability are the loss and damages sought by the claimant/plaintiff, the merits of the claim, the amount of loss in the client’s account, the possibility of wrongdoing on the part of our employee and/or independent contractor, the total cost of defending the litigation, the likelihood of a successful defense against the claim, and the potential for fines and penalties from regulatory agencies. Results of litigation and arbitration are inherently uncertain, and management’s assessment of risk associated therewith is subject to change as the proceedings evolve. After discussion with legal counsel, management, based on its understanding of the facts, accrues what they consider appropriate to reserve against probable loss for certain claims, which is included in the consolidated balance sheets under the caption “accounts payable and accrued expenses.” At December 31, 2010, we had $29,000 accrued for pending legal matters.

Income Taxes

Benefits for uncertain tax positions are recognized when they are considered “more-likely-than-not” to be sustained by the taxing authority. At December 31, 2010, we had unrecognized tax benefits of $123,000, all of which would have an impact on the effective tax rate if recognized. Interest and penalties accrued on unrecognized tax benefits were $21,000. We believe it is reasonably possible that the total amount of unrecognized tax benefits, including interest, may decrease by approximately $144,000 within the next 12 months due to the closure of certain statutes of limitations.

Stock-Based Compensation

Stock-based compensation for equity awards is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity award). Our awards typically vest on the date of grant and, accordingly, the expense would be recognized on the date of grant. We utilize the Black-Scholes option pricing model for determining the fair value of stock option awards.

RESULTS OF OPERATIONS

Our revenues and operating results are influenced by fluctuations in the equity markets as well as general economic and market conditions, particularly conditions in the NASDAQ and over-the-counter markets, where our investment and trading positions and the underlying stock for the underwriter warrants are heavily concentrated. Significant fluctuations can occur in our revenues and operating results from one period to another. Our results of operations depend upon many factors, such as the number of companies that are seeking financing, the quality and financial condition of those companies, market conditions in general, the performance of our previous underwritings and interest in certain industries by investors. As a result, revenues and income derived from these activities may vary significantly from period to period. Our revenues include the following:

•

Commissions, which represent amounts earned from our retail securities brokerage activities;

•

Corporate finance revenues, which are a function of total proceeds from offerings done during the period, compensation per offering and the fair value of underwriter warrants received;

•

Investment income (loss), which includes (i) the unrealized appreciation and depreciation of securities held based on quoted market prices, (ii) the unrealized appreciation and depreciation of securities held that are not readily marketable, based upon our estimate of their fair value, (iii) realized gains and losses on the sale of securities with quoted market prices and securities that are not readily marketable, (iv) income on the exercise of underwriter warrants, and (v) the unrealized appreciation and depreciation of underwriter warrants held; and

•

Trading income (loss), which is the gain or loss from trading positions before commissions paid to the representatives in the trading department.

The following table sets forth the changes in our operating results in 2010 compared to 2009 (dollars in thousands):


	Year Ended December 31,						Favorable (Unfavorable)			Percentage
	2010			2009			Change			Change
Revenues:
Commissions	$	16,211		$	13,475		$	2,736			20.3	%
Corporate finance		2,999			564			2,435			431.7
Investment loss		(1,672	)		(313	)		(1,359	)		(434.2	)
Trading income (loss)		327			1,236			(909	)		(73.5	)
Interest and dividends		18			179			(161	)		(89.9	)
Other		211			104			107			102.9

Total revenues		18,094			15,245			2,849			18.7
Expenses:
Commissions and salaries		15,773			12,848			(2,925	)		(22.8	)
Underwriting expenses		361			209			(152	)		(72.7	)
Rent and utilities		549			545			(4	)		(0.7	)
Communication and quotation services		544			624			80			12.8
Professional fees		778			730			(48	)		(6.6	)
Travel and entertainment		147			143			(4	)		(2.8	)
Advertising and promotion		119			185			66			35.7
Settlement expense		117			565			448			79.3
Bad debt expense		182			1,214			1,032			85.0
Depreciation and amortization		25			55			30			54.5
Licenses, taxes and insurance		376			374			(2	)		(0.5	)
Other		710			648			(62	)		(9.6	)

Total expenses		19,681			18,140			(1,541	)		(8.5	)

Loss before income taxes	$	(1,587	)	$	(2,895	)	$	1,308			45.2	%

Revenues

The continued improvement in the global economy and increases in the major market indices had a positive effect on our corporate finance and retail commissions revenues in 2010. For the period from December 31, 2009 to December 31, 2010, the Dow Jones Industrial average (the “Dow”) and the NASDAQ composite indices increased 11.0% and 16.9%, respectively.

Commissions increased 20.3% in 2010 compared to 2009, primarily due to the improved economy and an increase in the number of registered representatives. We had 95 registered representatives at December 31, 2010 compared to 92 at December 31, 2009.

Corporate finance revenue in 2010 included:

•

underwriting fees earned from a follow-on public offering in the first quarter of 2010, in which we raised $6.0 million for BioCurex, Inc., as well as the Black-Scholes value of the underwriter warrants received in connection with that offering;

•

underwriting fees earned from an initial public offering in the second quarter of 2010, in which we, together with a co-underwriter, raised $15.4 million for S&W Seed Company, as well as the Black-Scholes value of the underwriter warrants received in connection with that offering;

•

underwriting fees earned from a follow-on public offering in the fourth quarter of 2010, in which we raised $0.7 million for Healthy Fast Food, Inc., as well as the Black-Scholes value of the underwriter warrants received in connection with that offering; and

•

revenue related to our participation in closed-end mutual funds.

Corporate finance revenue in 2009 included underwriting commissions earned from the following:

•

a bridge offering in which we raised $450,000;

•

a follow-on public offering in which we raised $3.4 million for ICOP Digital, Inc., as well as the Black-Scholes value of the underwriter warrants received in connection with that offering; and

•

revenue related to our participation in closed-end mutual funds.

Investment loss included the following (in thousands):


	Year Ended December 31,
	2010			2009
Net unrealized depreciation related to underwriter warrants	$	(1,871	)	$	(602	)
Net unrealized depreciation of underwriter warrants – employee and independent contractor		10			114
Net unrealized appreciation of securities held based on quoted market prices or, for securities that are not readily marketable, our estimate of their fair value		193			3,922
Net realized losses on the sale of securities with quoted market prices and securities that are not readily marketable		(4	)		(3,747	)

	$	(1,672	)	$	(313	)

We did not exercise any underwriter warrants in 2010 or 2009. Generally, when we exercise a warrant to obtain the underlying common stock, the common stock is subsequently sold in the near term and the related gain is reflected as a component of investment income.

Investment income (loss) is volatile from period to period due to the fact that it is driven by the fair value of the securities and underwriter warrants held. In addition, the performance of the securities in which we have a concentration can significantly affect our investment income from period to period.

Trading income decreased $0.9 million in 2010 compared to 2009. In 2010, trading income was negatively affected by the market value of certain securities in which we make a market. Our focus is on very small capitalization issues, especially those tied to our corporate finance clients.

Expenses

Total expenses increased $1.5 million in 2010 compared to 2009, as described in more detail below.

Commissions and salaries increased $2.9 million in 2010 compared to 2009. The increase was primarily due to higher commissions earned on higher commission revenue and increased compensation earned as a result of increased investment banking activity in 2010.

Underwriting expenses increased $152,000 in 2010 compared to 2009 as a result of the timing and level of investment banking activity in the respective periods.

Settlement expense decreased $448,000 in 2010 compared to 2009. 2009 settlement expense of $565,000 was primarily related to a failed corporate finance transaction.

Bad debt expense is recorded for specific amounts when collection is determined by management to be doubtful. Bad debt expense totaled $182,000 in 2010 and primarily related to the write-off of receivables from independent brokers. Bad debt expense totaled $1.2 million in 2009 and was related to the write-offs of notes receivable from two corporate finance clients.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity include our cash and receivables from our clearing organization, offset by payables to our clearing organization.

In addition, our sources of liquidity include, to a certain extent, our trading positions, borrowings on those positions and profits realized upon the sale of the securities underlying underwriter warrants exercised. The liquidity of the market for many of our securities holdings, however, varies with trends in the stock market. Since many of the securities we hold are thinly traded, and we are, in many cases, a primary market maker in the issues held, any significant sales of our positions could adversely affect the liquidity of the issues held. In general, falling prices in NASDAQ and over-the-counter securities (which make up most of our trading positions) lead to decreased liquidity in the market for these issues, while rising prices in NASDAQ and over-the-counter issues tend to increase the liquidity of the market for these securities.

We believe our cash and receivables from our clearing organization at December 31, 2010 are sufficient to meet our cash and regulatory net capital needs for at least the next twelve-month period from December 31, 2010. Our liquidity could be negatively affected by protracted unfavorable market conditions.

As a securities broker-dealer, we are required by SEC regulations to meet certain liquidity and capital standards. We believe we were in compliance with these standards at December 31, 2010.

Following the lapse of restrictions upon issuance, capital available from the sale of the underlying securities of underwriter warrants exercised can fluctuate significantly from period to period as the value of the underlying securities fluctuates with overall market and individual company financial condition or performance. There is no public market for the underwriter warrants. The securities receivable upon exercise of the underwriter warrants cannot be resold unless the issuer has registered these securities with the SEC and with the states in which the securities will be sold unless exemptions are available. Any delay or other problem in the registration of these securities would have an adverse impact upon our ability to obtain funds from the exercise of the underwriter warrants and the resale of the underlying securities.

At December 31, 2010, we owned 10 underwriter warrants from 9 issuers, all but 3 of which were exercisable. None of the warrants had an exercise price below the December 31, 2010 market price of the securities receivable upon exercise. There is little or no direct relationship between the intrinsic value of our underwriter warrants at the end of any given period and the fair value calculated using the Black-Scholes option pricing model. The prices of the securities underlying the underwriter warrants are very volatile, and substantial fluctuations in their fair value can be expected in the future.

Cash provided by operating activities totaled $315,000 in 2010, primarily due to our net loss of $1.2 million offset by net non-cash expense items of $365,000 and changes in our operating assets and liabilities as discussed in more detail below.

Our net receivable from our clearing organization totaled $7.8 million at December 31, 2010 and $8.2 million at December 31, 2009. Our net receivable from our clearing organization is affected by the results of the activity in our trading and investment accounts, as well as the timing of general corporate expenditures and cash flow requirements.

Notes and other receivables increased $0.3 million to $0.8 million at December 31, 2010 from $0.5 million at December 31, 2009, primarily due to loans to our registered representatives.

Income taxes receivable decreased $2.1 million to $0.1 million at December 31, 2010 from $2.2 million at December 31, 2009, primarily due to the $2.0 million of net cash received for income tax refunds.

Changes in our trading and investment securities owned are dependent on the purchase and sale of securities during the period, as well as changes in their fair values during the period.

A summary of activity related to the fair value of our underwriter warrants was as follows (in thousands):


Balance, December 31, 2009	$	1,290
Receipt of underwriter warrants		1,703
Net unrealized loss on value of warrants		(1,865	)
Warrants exercised or expired		(6	)

Balance, December 31, 2010	$	1,122

Prepaid and deferred expenses decreased $0.3 million to $0.5 million at December 31, 2010 from $0.8 million at December 31, 2009, primarily due to the timing of insurance payments.

Deferred revenue of $0.4 million at December 31, 2010 was related to amounts received from our clearing firm pursuant to a five-year agreement with two, one-year extensions, and is being amortized at the rate of $12,755 per month through June 2013.

In September 2001, our Board of Directors approved a stock repurchase program pursuant to which we are authorized to repurchase up to 600,000 shares of our common stock. In June 2008, our Board of Directors approved the repurchase of up to a total of an additional 200,000 shares of our common stock. We repurchased a total of 124,000 shares of our common stock during 2010 at an average price of $1.44 per share for a total of $179,000. Through December 31, 2010, 728,989 shares had been repurchased and, as of December 31, 2010, 71,011 shares remained available for repurchase. These repurchase programs do not have an expiration date.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

NEW ACCOUNTING PRONOUNCEMENTS

See Note 19. of Notes to Consolidated Financial Statements included under Part II, Item 8 of this Annual Report on Form 10-K.

CONTRACTUAL PAYMENT OBLIGATIONS

Tabular disclosure of contractual payment obligations is not required for Smaller Reporting Companies.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a Smaller Reporting Company, this information is not required.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and notes thereto required by this item begin on page F-1 of this document, as listed in Item 15 of Part IV. The Supplementary Data is not included as it is not required for a Smaller Reporting Company.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our President and Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on that evaluation, our President and Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our President and Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a –15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2010.

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting as it is not required for Non-Accelerated Filers, which include Smaller Reporting Companies.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is incorporated by reference to the information under the captions “Election of Directors,” “Executive Officers,” “Meetings and Committees of the Board of Directors,” “Audit Committee Financial Expert” and “Section 16(a) Beneficial Ownership Reporting Compliance” in our Proxy Statement for our 2011 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year.

We have adopted a code of ethics that applies to our officers (including our principal executive, financial and accounting officers), directors, employees and consultants. The text of our code of ethics is posted at our Internet website, located at www.paulsoninvestment.com. Furthermore, if disclosure of an amendment or waiver to our code of ethics is required by Item 5.05 of Form 8-K, we intend to satisfy such disclosure either by timely filing a Form 8-K or by posting such information at the same Internet website.

ITEM 11.

EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference to the information under the captions “Director Compensation” and “Executive Compensation” in our Proxy Statement for our 2011 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Equity Compensation Plan Information

The following table summarizes equity securities authorized for issuance pursuant to compensation plans as of December 31, 2010.


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by shareholders⁽¹⁾		423,800	$	1.13		—

Equity compensation plans not approved by shareholders		—		—		—

Total		423,800	$	1.13		—

(1)	Includes our 1999 Stock Option Plan, which expired in September 2009.

Additional information required by this item is incorporated by reference to the information under the caption “Stock Ownership of Principal Owners and Management” in our Proxy Statement for our 2011 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required by this item is incorporated by reference to the information under the caption “Director Independence” in our Proxy Statement for our 2011 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item is incorporated by reference to the information under the caption “Independent Registered Public Accountants” in our Proxy Statement for our 2011 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year.

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements and Schedules

The Consolidated Financial Statements and Schedules, together with the reports thereon of Peterson Sullivan LLP and McGladrey & Pullen, LLP, are included on the pages indicated below:


	Page
Report of Peterson Sullivan LLP, Independent Registered Public Accounting Firm		F-1
Report of McGladrey & Pullen, LLP, Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2010 and 2009		F-3
Consolidated Statements of Operations for the years ended December 31, 2010 and 2009		F-4
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2010 and 2009		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2010 and 2009		F-6
Notes to Consolidated Financial Statements		F-7
Supplementary Schedule of Warrants Owned		F-19
Schedule II – Valuation and Qualifying Accounts		F-20

Exhibits

The following exhibits are filed herewith and this list is intended to constitute the exhibit index. Exhibit numbers marked with an asterisk (*) represent management or compensatory arrangements.


Number		Description

3.1		Articles of Incorporation (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form 10 filed with the Securities and Exchange Commission on December 18, 1989 ).

3.2		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to Form 8-K filed December 18, 2007).

10.1		Office Lease renewal for the period from June 1, 1997 to May 31, 2001, dated as of May 6, 1997 (incorporated by reference to Exhibit 10.4 to Form 10-QSB for the quarter ended June 30, 1997).

10.2		Amendment 1 to Office Lease dated as of May 6, 1997 (incorporated by reference to Exhibit 10.5 to Form 10-KSB for the year ended December 31, 2001).

10.3		Amendment 2 to Office Lease dated as of May 6, 1997 (incorporated by reference to Exhibit 10.3 to Form 10-K for the year ended December 31, 2008).

10.4		Amendment 3, dated September 21, 2010, to Office Lease dated as of May 6, 1997 (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2010).

10.5		Lease between Teachers Insurance and Annuity Association of America and Paulson Investment Company, Inc. dated July 28, 2010 (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2010).

10.6*		1999 Stock Option Plan (incorporated by reference to Exhibit 10.5 to Form 10-KSB for the year ended December 31, 1999).

10.7*		Form of Incentive Stock Option Agreement for July 2009 stock option grants pursuant to the Paulson Capital Corporation 1999 Stock Option Plan. (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2009).

10.8*		Form of Non-Qualified Stock Option Agreement for July 2009 stock option grants pursuant to the Paulson Capital Corporation 1999 Stock Option Plan. (incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended September 30, 2009).

10.9		Fully Disclosed Clearing Agreement between RBC Dain Correspondent Services and Paulson Investment Company, Inc. (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2006).

10.10		Amendment, dated October 3, 2008, to Fully Disclosed Clearing Agreement between RBC Dain Correspondent Services and Paulson Investment Company, Inc. (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2010).

10.11		Amendment, dated February 12, 2010, to Fully Disclosed Clearing Agreement between RBC Dain Correspondent Services and Paulson Investment Company, Inc. (incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2010).

16		Letter from McGladrey & Pullen, LLP regarding change in certifying accountant (incorporated by reference to Exhibit 16.1 to Form 8-K filed August 31, 2010).

21		Subsidiaries of Paulson Capital Corp. (incorporated by reference to Exhibit 21 to Form 10-K for the year ended December 31, 2008).

23.1		Consent of Peterson Sullivan LLP

23.2		Consent of McGladrey & Pullen, LLP

31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.

31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.

32.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.

32.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Paulson Capital Corp. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 10, 2011:


PAULSON CAPITAL CORP.
(Registrant)

By		/s/ CHESTER L. F. PAULSON
Chester L. F. Paulson President and Chief Executive Officer (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 10, 2011.


SIGNATURE		TITLE

/s/ CHESTER L. F. PAULSON		Chairman of the Board, President
Chester L. F. Paulson		and Chief Executive Officer
		(Principal Executive Officer)

/s/ MURRAY G. SMITH		Chief Financial Officer
Murray G. Smith		(Principal Financial Officer)

/s/ STEVE H. KLEEMANN		Director
Steve H. Kleemann

/s/CHARLES L. F. PAULSON		Director
Charles L.F. Paulson

/s/ SHANNON P. PRATT		Director
Shannon P. Pratt

/s/ PAUL F. SHOEN		Director
Paul F. Shoen

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

Paulson Capital Corp.

Portland, Oregon

We have audited the accompanying consolidated balance sheet of Paulson Capital Corp. and Subsidiaries (“the Company”) as of December 31, 2010, and the related consolidated statements of operations, shareholders’ equity, and cash flows for the year then ended. Our audit also included the financial statement schedules of Paulson Capital Corp. and Subsidiaries listed in Item 15. These financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Paulson Capital Corp. and Subsidiaries as of December 31, 2010, and the results of their operations and their cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.

/S/ PETERSON SULLIVAN LLP

Seattle, Washington

March 10, 2011

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders

Paulson Capital Corp.

We have audited the accompanying consolidated balance sheet of Paulson Capital Corp. and Subsidiaries as of December 31, 2009, and the related consolidated statements of operations, shareholders’ equity and cash flows for the year then ended. Our audit also included Schedule II, Valuation and Qualifying Accounts of Paulson Capital Corp. and Subsidiaries for the year ended December 31, 2009 as listed in Item 15. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Paulson Capital Corp. and Subsidiaries as of December 31, 2009, and the results of their operations and their cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ McGladrey & Pullen, LLP

Chicago, Illinois

March 30, 2010

F-2

Paulson Capital Corp. and Subsidiaries

Consolidated Balance Sheets


	December 31,
	2010		2009
Assets
Cash	$	375,649	$	245,292
Receivable from clearing organization		8,076,637		10,505,232
Notes and other receivables, net of allowances for doubtful accounts of $100,000 and $0		767,842		524,231
Income taxes receivable		126,451		2,181,895
Trading and investment securities owned, at fair value		8,648,123		7,848,363
Underwriter warrants, at fair value		1,122,000		1,290,000
Prepaid and deferred expenses		539,181		844,211
Furniture and equipment, at cost, net of accumulated depreciation and amortization of $918,443 and $898,107		25,398		41,767

Total Assets	$	19,681,281	$	23,480,991

Liabilities and Shareholders’ Equity
Accounts payable and accrued liabilities	$	319,433	$	742,641
Payable to clearing organization		318,782		2,288,945
Compensation, employee benefits and payroll taxes		1,014,579		767,574
Trading securities sold, not yet purchased, at fair value		5,565		284
Income taxes payable—uncertain tax positions		144,075		508,460
Deferred revenue		382,650		275,000
Underwriter warrants—employee and independent contractor, at fair value		—		10,000

Total Liabilities		2,185,084		4,592,904

Commitments and Contingencies		—		—

Shareholders’ Equity
Preferred stock, no par value; 500,000 shares authorized; none issued		—		—
Common stock, no par value; 10,000,000 shares authorized; shares issued and outstanding:
5,769,985 and 5,891,785		2,164,401		2,190,435
Retained earnings		15,331,796		16,697,652

Total Shareholders’ Equity		17,496,197		18,888,087

Total Liabilities and Shareholders’ Equity	$	19,681,281	$	23,480,991

See accompanying Notes to Consolidated Financial Statements.

F-3

Paulson Capital Corp. and Subsidiaries

Consolidated Statements of Operations


	For the Year Ended December 31,
	2010			2009
Revenues
Commissions	$	16,211,483		$	13,475,302
Corporate finance		2,998,988			563,605
Investment loss		(1,672,380	)		(312,969	)
Trading income		326,740			1,236,406
Interest and dividends		18,080			179,183
Other		211,561			103,416

		18,094,472			15,244,943
Expenses
Commissions and salaries		15,773,443			12,848,250
Underwriting expenses		361,179			208,815
Rent and utilities		549,419			545,109
Communication and quotation services		543,761			623,764
Professional fees		777,653			729,673
Travel and entertainment		146,995			143,112
Advertising and promotion		119,443			184,788
Settlement expense		116,479			565,384
Bad debt expense		182,038			1,214,268
Depreciation and amortization		24,636			55,425
Licenses, taxes and insurance		375,939			373,797
Other		710,093			647,680

		19,681,078			18,140,065


Loss before income taxes		(1,586,606	)		(2,895,122	)

Income tax expense (benefit)
Current		(370,791	)		(1,879,000	)
Deferred		—			1,409,000

		(370,791	)		(470,000	)


Net loss	$	(1,215,815	)	$	(2,425,122	)


Basic and diluted net loss per share	$	(0.21	)	$	(0.41	)


Shares used in basic and diluted per share calculations		5,823,871			5,904,484

See accompanying Notes to Consolidated Financial Statements.

F-4

Paulson Capital Corp. and Subsidiaries

Consolidated Statements of Shareholders’ Equity

For the Years Ended December 31, 2010 and 2009


										Total
	Common Stock						Retained			Shareholders’
	Shares			Amount			Earnings			Equity
Balance at December 31, 2008		5,928,285		$	1,947,280		$	19,154,934		$	21,102,214

Stock option grant		—			241,000			—			241,000
Stock options exercised and related income tax benefit		11,500			13,195			—			13,195
Redemption of common stock		(48,000	)		(11,040	)		(32,160	)		(43,200	)
Net loss		—			—			(2,425,122	)		(2,425,122	)

Balance at December 31, 2009		5,891,785			2,190,435			16,697,652			18,888,087

Stock options exercised and related income tax benefit		2,200			2,486			—			2,486
Redemption of common stock		(124,000	)		(28,520	)		(150,041	)		(178,561	)
Net loss		—			—			(1,215,815	)		(1,215,815	)

Balance at December 31, 2010		5,769,985		$	2,164,401		$	15,331,796		$	17,496,197

See accompanying Notes to Consolidated Financial Statements.

F-5

Paulson Capital Corp. and Subsidiaries

Consolidated Statements of Cash Flows


	For the Year Ended December 31,
	2010			2009
Cash flows from operating activities:
Net loss	$	(1,215,815	)	$	(2,425,122	)
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities:
Receipt of underwriter warrants		(1,703,000	)		(217,000	)
Unrealized depreciation/expiration of underwriter warrants		1,871,000			602,000
Unrealized depreciation/expiration of underwriter warrants - employee and independent contractor		(10,000	)		(114,000	)
Stock-based compensation		—			241,000
Depreciation and amortization		24,636			55,425
Deferred income taxes		—			1,094,654
Valuation allowance on deferred tax assets		—			314,346
Bad debt expense		182,038			1,214,268
Loss on asset disposition		432			280
Change in assets and liabilities:
Receivable from/payable to clearing organization		458,432			(3,236,551	)
Notes and other receivables		(425,649	)		(698,513	)
Income taxes receivable		2,055,444			4,298,804
Trading and investment securities owned		(799,760	)		(1,642,225	)
Prepaid and deferred expenses		305,030			40,925
Deferred revenue		107,650			(100,000	)
Accounts payable, accrued liabilities and compensation payables		(176,203	)		336,933
Trading securities sold, not yet purchased		5,281			284
Income taxes payable—uncertain tax positions		(364,385	)		193,460

Net cash provided by (used in) operating activities		315,131			(41,032	)
Cash flows from investing activities:
Additions to furniture and equipment		(8,699	)		(2,481	)

Net cash used in investing activities		(8,699	)		(2,481	)
Cash flows from financing activities:
Proceeds from stock option exercise and related tax benefit		2,486			13,195
Redemption of common stock		(178,561	)		(43,200	)

Net cash used in financing activities		(176,075	)		(30,005	)

Increase (decrease) in cash		130,357			(73,518	)

Cash:
Beginning of year		245,292			318,810

End of year	$	375,649		$	245,292


Supplemental cash flow information:
Cash received during the period for income tax refunds, net	$	1,998,599		$	6,371,464

Supplemental non-cash information:
Conversion of corporate finance client note receivable to equity investment	$	—		$	404,959

See accompanying Notes to Consolidated Financial Statements.

F-6

PAULSON CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Paulson Capital Corp. is a holding company whose wholly-owned subsidiary, Paulson Investment Company, Inc., is a registered broker-dealer in securities under the Securities Exchange Act of 1934, as amended, and is a member of the Financial Industry Regulatory Authority (“FINRA”). We provide broker-dealer services in securities on both an agency and a principal basis to our customers who are introduced to RBC Correspondent Services, a division of RBC Capital Markets Corporation (“RBC CS”), our clearing organization, on a fully-disclosed basis. We also act as lead underwriter or participating selling group member for securities offerings. We conduct business throughout the United States.

We operate under the provision of paragraph (k)(2)(ii) of rule 15c3-3 of the Securities and Exchange Act of 1934 and, accordingly, are exempt from the remaining provisions of that rule. Essentially, the requirements of paragraph (k)(2)(ii) provide that we clear all transactions on behalf of our customers on a fully disclosed basis with a clearing broker-dealer and promptly transmit all customer funds and securities to the clearing broker-dealer. The clearing broker-dealer carries all of the accounts of the customers and maintains and preserves all related books and records as are customarily kept by a clearing broker-dealer.

We also have a 100% owned subsidiary, Paulson Capital Properties, LLC, for the purpose of purchasing, improving and remarketing undervalued real estate. Through December 31, 2010, we had not purchased any real estate.

Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Paulson Capital Corp. and its wholly-owned subsidiaries, Paulson Investment Company, Inc. and Paulson Capital Properties, LLC. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our estimates regarding the fair value of underwriter warrants, not readily marketable securities and legal reserves are significant estimates and these estimates could change in the near term. Actual results could differ from those estimates.

Revenue Recognition

F-7

Cash

Cash includes cash on hand and cash on deposit with banks.

Balances maintained within accounts on deposit with banks, at times, may exceed federally insured limits. We have not experienced any losses in such accounts.

Fair Value of Trading and Investment Securities Owned

Our trading and investment securities owned consist of both marketable securities and not readily marketable securities and are recorded at fair value. Changes in the value of these securities are reflected currently in our results of operations as a component of investment income. See also Notes 4 and 5.

Fair Value of Underwriter Warrants

We are required to estimate the value of all securities that we hold at the date of the financial statements and to include that value, and changes in such value, in the financial statements. Accordingly, the aggregate fair value of our underwriter warrants is recorded as an asset on our balance sheet. When a new warrant is received, its fair value is included in corporate finance revenue on the date on which it is earned. Subsequently, any change in fair value is recorded as investment income or loss in the period incurred. When a warrant is exercised, the fair value is adjusted to reflect the value of the securities purchased, net of the exercise price, and the adjustment amount is recorded as income or loss for the relevant period. If a warrant expires unexercised, the fair value is adjusted to zero and the decrease is recorded as a loss in the relevant period.

In addition, at December 31, 2009, we had recorded a liability related to underwriter warrants that were previously held by certain employees. We are obligated to pay a bonus to these employees equal to the gain recognized by us if the warrants are exercised and the related stock is sold. There was no value related to these warrants at December 31, 2010. See also Note 4.

Fair Value of Financial Instruments

Substantially all of our financial instruments are carried at fair value or amounts that approximate fair value. The carrying amounts reflected in the financial statements for cash, receivables and payables approximate their respective fair values due to the short-term nature of these items. The fair values of securities owned and trading securities sold, not yet purchased are equal to the carrying value. Changes in the fair value of these securities are reflected currently in our results of operations. Other than those separately disclosed in Note 4, our remaining financial instruments are generally short-term in nature and their carrying values approximate fair value.

Furniture and Equipment

Depreciation of furniture and equipment is generally computed using the straight-line method over their estimated useful lives (5 years). Leasehold improvements are amortized over the lesser of their estimated useful life or the remaining lives of their related leases.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in results of operations in the period that includes the enactment date.

We recognize benefits for uncertain tax positions if we determine that they are “more-likely-than-not” to be sustained by the taxing authority. Interest and penalties accrued on unrecognized tax benefits are recognized as tax expense.

F-8

Earnings Per Share

Basic earnings per share is computed based on the weighted average number of common shares outstanding during the year. Diluted earnings per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the year. Common equivalent shares from stock options are excluded from the computation when their effect is antidilutive. Basic earnings per share is the same as diluted earnings per share for the years ended December 31, 2010 and 2009 since we were in a loss position in both years.

Advertising

Advertising costs are charged to expense when incurred.

Stock-Based Compensation

Stock-based compensation cost for equity classified awards is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity award). We utilize the Black-Scholes option pricing model for determining the fair value of awards. See also Note 9.

Comprehensive Income (Loss)

We had no comprehensive income (loss) items; accordingly, net income (loss) and comprehensive income (loss) are the same.

NOTE 2 - RECEIVABLE FROM AND PAYABLE TO CLEARING ORGANIZATION

We introduce all customer transactions in securities traded on U.S. securities markets to RBC CS on a fully-disclosed basis. The agreement with our clearing broker provides that we are obligated to assume any exposure related to nonperformance by customers or counterparties. We monitor clearance and settlement of all customer transactions on a daily basis. The exposure to credit risk associated with the nonperformance of customers and counterparties in fulfilling their contractual obligations pursuant to these securities transactions can be directly impacted by volatile trading markets which may impair the customer’s or counterparty’s ability to satisfy their obligations. In the event of nonperformance, we may be required to purchase or sell financial instruments at unfavorable market prices, resulting in a loss. We have not experienced in the past, and we do not anticipate experiencing in the future, significant nonperformance by our customers and counterparties.

At December 31, 2010 and 2009, the receivable from RBC CS was comprised of $0.6 million and $0.7 million, respectively, in commissions receivable and $7.5 million and $9.8 million, respectively, in deposits to facilitate principal trading activity.

At December 31, 2010 and 2009, the payable to RBC CS was comprised entirely of amounts used to finance principal trading activity.

NOTE 3 - NOTES AND OTHER RECEIVABLES

Notes and other receivables consisted of the following (in thousands):


	December 31,
	2010		2009
Officers	$	59	$	61
Employees		159		35
Independent brokers, net		320		279
Other		230		149

	$	768	$	524

Employees and independent brokers receivables relate principally to advances and expenses in excess of commission earnings and inventory losses charged to our employees and registered representatives.

F-9

Other receivables are primarily related to advances to underwriting clients, as well as to commissions receivable and amounts receivable from insurance companies as reimbursement for insured losses. An allowance is recorded for specific amounts when collection is determined by management to be doubtful. For the year ended December 31, 2010, a $100,000 allowance for doubtful accounts was established against receivables from and advances to noncustomers (independent brokers). The December 31, 2009 allowance for doubtful accounts was $0.

NOTE 4 - FAIR VALUE MEASUREMENTS

Various inputs are used in determining the fair value of our assets and liabilities carried at fair value and are summarized into three broad categories:

•

Level 1 – unadjusted quoted prices in active markets for identical securities;

•

Level 2 – other significant observable inputs, including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.; and

•

Level 3 – significant unobservable inputs, including our own assumptions in determining fair value.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Following are the disclosures related to our financial assets and (liabilities) (in thousands):

December 31,

2010

2009

Fair Value

Input Level

Fair Value

Input Level

Trading and investment securities owned:

Corporate equities, marketable

5,471

Level 1

4,693

Level 1

Corporate equities, not readily marketable

2,945

Level 3

2,776

Level 3

Corporate options/warrants, marketable

232

Level 1

379

Level 1

Underwriter warrants

1,122

Level 3

1,290

Level 3

Trading securities sold, not yet purchased:

Corporate equities, marketable

)

Level 1

—

Level 1

Underwriter warrants – employee and independent contractor

—

Level 3

(10

)

Level 3

Following is a summary of activity related to our Level 3 financial assets and liabilities (in thousands):


	Underwriter Warrants			Underwriter Warrants – Employee and Independent Contractor			Not Readily Marketable Investment Securities
Balance, December 31, 2008	$	1,675		$	(124	)	$	2,276
Fair value of underwriter warrants received included as a component of corporate finance income		217			—			—
Net unrealized gain (loss), included as a component of investment income (loss) related to securities held at December 31, 2009		(592	)		114			95
Underwriter warrants exercised or expired included as a component of investment income		(10	)		—			—
Conversion of corporate finance client note receivable to equity investment		—			—			405

Balance, December 31, 2009		1,290			(10	)		2,776
Fair value of underwriter warrants received included as a component of corporate finance income		1,703			—			—
Net unrealized gain (loss), included as a component of investment income (loss) related to securities held at December 31, 2010		(1,865	)		9			169
Underwriter warrants exercised or expired included as a component of investment income		(6	)		1

Balance, December 31, 2010	$	1,122		$	—		$	2,945

F-10

Valuation of Marketable Trading and Investment Securities Owned

The fair value of marketable trading and investment securities owned is determined based on quoted market prices. Securities traded on a national exchange are stated at the last reported sales price on the day of valuation; other securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are stated at the last quoted bid price.

Valuation of Not Readily Marketable Investment Securities

Securities not readily marketable include investment securities (a) for which there is no market on a securities exchange or no independent publicly quoted market, (b) that cannot be publicly offered or sold unless registration has been effected under the Securities Act of 1933, or (c) that cannot be offered or sold because of other arrangements, restrictions or conditions applicable to the securities or to us. The fair value of not readily marketable securities is estimated by management using available information including the following: quoted market prices of similar securities (i.e., unrestricted shares of the same company); price of recent known trades of the same or similar securities; the cost of the security, if recently purchased, adjusted for changes in the financial condition of the issuer; all other information available from review of available documents related to the issuer or discussions with management of the issuer.

Valuation of Underwriter Warrants

We estimate the fair value of our underwriter warrants using the Black-Scholes Option Pricing Model. The warrants generally have a five-year expiration date and vest immediately. The warrants are generally subject to a restriction period of six months to one-year in which we cannot exercise the warrants. The Black-Scholes model requires us to use five inputs including: stock price, risk free rate, exercise price, time remaining on the warrant and price volatility. After stock price, the most influential factor in this model is price volatility, which we calculate for each company’s warrants based on each company’s own historical closing stock prices as well as an index of historical prices for comparable companies. When we initially receive a new underwriter warrant from an initial public offering, its calculated volatility factor is entirely based on the volatility of an index of comparable companies, since there is no price history for a new publicly traded company. As each underwriter warrant approaches its expiration date, its volatility factor is derived primarily from the historical prices of its underlying common stock. We have no assurance that we will ultimately be able to exercise any of our warrants in a way that will realize the value that we attribute to them in our financial statements based on this model.

Valuation of Trading Securities Sold, Not Yet Purchased

As a securities broker-dealer, we are engaged in various securities trading and brokerage activities as principal. In the normal course of business, we sometimes sell securities that we do not currently own and will therefore be obligated to purchase such securities at a future date. This obligation is recorded on our balance sheet at the fair value based on quoted market prices of the related securities and will result in a trading loss on the securities if the fair value increases and a trading gain if the fair value decreases between the balance sheet date and the purchase date.

There were no changes to our valuation methods or techniques during 2010 or 2009.

NOTE 5 - TRADING AND INVESTMENT SECURITIES OWNED AND TRADING SECURITIES SOLD, NOT YET PURCHASED

Certain information regarding our trading and investment securities owned and our trading securities sold, not yet purchased was as follows (in thousands):


	December 31, 2010						December 31, 2009
Fair Value:	Trading Securities		Invest- ment Securities		Sold, Not Yet Purchased		Trading Securities		Invest- ment Securities		Sold, Not Yet Purchased
Corporate equities	$	5,437	$	2,979	$	6	$	4,649	$	2,820	$	—
Corporate options/warrants		232		—		—		379		—		—

	$	5,669	$	2,979	$	6	$	5,028	$	2,820	$	—

F-11

Certain information regarding our investment securities was as follows (in thousands):


	Year Ended December 31,
	2010			2009
Net unrealized appreciation of securities held based on quoted market prices or, for securities that are not readily marketable, our estimate of their fair value	$	193		$	3,922
Net realized losses on the sale of securities with quoted market prices and securities that are not readily marketable	$	(4	)	$	(3,747	)


	December 31,
	2010		2009
Cost basis	$	3,325	$	3,359

NOTE 6 - UNDERWRITER WARRANTS

Underwriter warrant activity was as follows (in thousands):


Fair value at December 31, 2008	$	1,675
Fair value of warrants received		217
Net unrealized loss in value of warrants		(592	)
Value of warrants exercised or expired		(10	)

Fair value at December 31, 2009		1,290
Fair value of warrants received		1,703
Net unrealized loss in value of warrants		(1,865	)
Value of warrants exercised or expired		(6	)

Fair value at December 31, 2010	$	1,122

NOTE 7 - FURNITURE AND EQUIPMENT, NET

Furniture and equipment are stated at cost and consisted of the following (in thousands):


	December 31,
	2010			2009
Furniture and equipment	$	812		$	809
Leasehold improvements		131			131

		943			940
Less accumulated depreciation and amortization		(918	)		(898	)

	$	25		$	42

NOTE 8 - INCOME TAXES

Income tax expense (benefit) consisted of the following (in thousands):


	Year Ended December 31,
	2010			2009
Current tax expense (benefit):
Federal	$	—		$	(1,901	)
State and local		(371	)		22

		(371	)		(1,879	)
Deferred tax expense (benefit):
Federal		—			1,281
State and local		—			128

		—			1,409

	$	(371	)	$	(470	)

F-12

Income tax expense (benefit) for each year varies from the amount computed by applying the statutory federal income tax rate to earnings before income taxes as follows (in thousands):


	Year Ended December 31,
	2010			2009
Income tax (benefit) at statutory federal tax rate	$	(539	)	$	(984	)
State and local taxes, net of federal tax effect		(70	)		(86	)
Permanent differences – employee stock options, officer life insurance and other		42			122
Change in valuation allowance on net deferred tax asset		643			314
Change in reserve for tax contingencies		(364	)		193
Other, net		(83	)		(29	)

	$	(371	)	$	(470	)

The deferred income tax asset (liability) consisted of the following (in thousands):


	December 31,
	2010			2009
Accrued expenses	$	—		$	25
Fixed asset depreciation and amortization		54			54
Deferred revenue		148			103
Allowance for bad debts		39			—
Federal net operating loss carryforward		454			—
Federal capital loss carryforward		216			64
State net operating loss carryforwards and credits		592			483
State net capital loss carryforwards		270			251
Unrealized depreciation on securities		20			213
Compensation and benefits		36			32
Charitable contribution carryforwards and other		21			20

		1,850			1,245
Valuation allowance		(1,726	)		(1,083	)

		124			162
Prepaid expenses		(124	)		(162	)

	$	—		$	—

We recorded an increase to our valuation allowance for 2010 and 2009 of $643,000 and $314,000, respectively, based upon management’s assessment that it is more likely than not that the deferred tax assets will not be fully realized. We exhausted all opportunities to carry back current net operating and capital losses to the greatest extent allowable under current tax law. The realization of these deferred tax assets is dependent on having future taxable income. Management will continue to review the net deferred tax asset and may adjust the valuation allowance in future periods.

Federal net operating loss carryforwards of $1.3 million at December 31, 2010 expire in 2030. Federal capital loss carryforwards of $558,000 expire through 2015. State net operating loss carryforwards of approximately $11.1 million at December 31, 2010 expire from 2011 through 2030. State net capital losses of approximately $8.6 million at December 31, 2010 expire from 2013 to 2015.

Following is a roll-forward of our unrecognized tax benefits (in thousands):


Balance at December 31, 2008	$	272
Additions for tax positions taken in prior years		146

Balance at December 31, 2009		418
Additions for tax positions taken in prior years		—
Reductions for tax positions taken in prior years		(295	)
Additions for tax positions taken in the current year		—

Balance at December 31, 2010		123
Interest on unrecognized tax benefits		21

	$	144

All of our unrecognized tax benefits would have an impact on the effective tax rate if recognized. We believe it is reasonably possible that the total amount of unrecognized tax benefits relating to various state tax matters, including interest, may decrease by approximately $144,000 within the next 12 months due to the closure of certain statutes of limitations.

F-13

We are no longer subject to U.S. federal income tax examinations by tax authorities for years prior to the tax year ended December 31, 2004. Depending on the jurisdiction, we are no longer subject to state examinations by tax authorities for years prior to the December 31, 2006 tax years. The tax years which remain open to examination in the U.S., our only major taxing jurisdiction, are 2005 through 2010.

NOTE 9 - STOCK-BASED COMPENSATION PLANS

1999 Stock Option Plan

Our 1999 Stock Option Plan (the “Plan”) reserves 1.0 million shares of our common stock for issuance upon exercise of options granted under the Plan. The Plan expired in September 2009 and, accordingly, there were no options available for grant at December 31, 2010. At December 31, 2010, 423,800 shares of our common stock were reserved for issuance related to the Plan. Activity under the Plan in 2010 was as follows:


	Options Outstanding			Weighted Average Exercise Price
Outstanding at December 31, 2008		—		$	—
Granted		487,500		$	1.13
Exercised		(11,500	)	$	1.13

Outstanding at December 31, 2009		476,000		$	1.13
Exercised		(2,200	)	$	1.13
Expired/Canceled		(50,000	)	$	1.13

Outstanding at December 31, 2010		423,800		$	1.13

Certain information regarding options outstanding and exercisable as of December 31, 2010 was as follows:


	Options Outstanding and Exercisable
Number		423,800
Weighted average per share exercise price	$	1.13
Aggregate intrinsic value		—
Weighted average remaining contractual term		5.5 years

Stock-Based Compensation

We estimate the fair value of stock options using the Black-Scholes option pricing model. This valuation model takes into account the exercise price of the award, as well as a variety of significant assumptions. We believe that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of our stock options. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive equity awards. Our options are fully vested upon the date of grant. Accordingly, we recognize the related stock-based compensation expense on the grant date as a component of commissions and salaries on our consolidated statements of operations. Stock-based compensation totaled $0 and $241,000 in 2010 and 2009, respectively.

The following weighted average assumptions were utilized in determining fair value pursuant to the Black-Scholes option pricing model:


Year Ended December 31,	2009
Risk-free interest rate		1.81	%
Dividend yield		0.0	%
Expected lives		3.5 years
Volatility		59.0	%
Discount for post vesting restrictions		0.0	%

No options were granted during 2010.

F-14

The risk-free rate used is based on the U.S. Treasury yield over the expected life of the options granted. Expected lives were estimated using the simplified method, which considers the vesting term and original contract term. The expected volatility is calculated based on the historical volatility of our common stock.

Shares to be issued upon the exercise of stock options will come from newly issued shares.

Certain information regarding our stock-based compensation plan was as follows (in thousands, except per share amounts):


	Year Ended December 31,
	2010		2009
Weighted average grant-date per share fair value of share options granted	$	—	$	0.49
Total intrinsic value of share options exercised		1		6
Cash received from options exercised		2		13
Tax deduction realized related to stock options exercised		—		—

As of December 31, 2010, there was no unrecognized stock-based compensation.

NOTE 10 - LOSS PER SHARE

Shares used for our basic net loss per share and our diluted net loss per share were the same in both 2010 and 2009 since we were in a loss position.

Stock options not included in the diluted net loss per share calculations because they would be antidilutive were 423,800 and 476,000 in 2010 and 2009, respectively.

NOTE 11 - COMMITMENTS AND CONTINGENCIES

Leases

We lease office space under the terms of various non-cancellable operating leases. The future minimum payments required for leases were as follows at December 31, 2010 (in thousands):


Year Ending December 31,
2011	$	554
2012		214

	$	768

The leases are accounted for on a straight-line basis and provide for payment of taxes and other expenses by us. Rent expense for the years ended December 31, 2010 and 2009 was approximately $549,000 and $545,000, respectively.

F-15

Legal

We are named in and subject to various proceedings and claims arising primarily from our securities business activities, including lawsuits, arbitration claims, class actions and regulatory matters. Some of these claims seek substantial compensatory, punitive or indeterminate damages. We are also involved in other reviews, investigations and proceedings by governmental and self-regulatory agencies regarding our business, certain of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief. Because litigation is inherently unpredictable, particularly in cases where claimants seek substantial or indeterminate damages or when investigations and proceedings are in the early stages, we cannot predict with certainty the losses or range of losses related to such matters, how such matters will be resolved, when they will ultimately be resolved, or what the eventual settlement, fine, penalty or other relief might be. Consequently, we cannot estimate losses or ranges of losses for matters where there is only a reasonable possibility that a loss may have been incurred. Although the ultimate outcome of these matters cannot be ascertained at this time, it is the opinion of management, after consultation with counsel, that the resolution of the foregoing matters will not have a material adverse effect on our consolidated financial statements, taken as a whole; such resolution may, however, have a material effect on the operating results in any future period, and, depending on the outcome and timing of any particular matter, may be material to the operating results for any period depending on the operating results for that period. We have provided loss allowances for such matters when the likelihood of them occurring is probable and the amount can be reasonably estimated. The ultimate resolution may differ materially from the amounts provided. Settlement expense totaled $116,000 and $565,000 in 2010 and 2009, respectively and, at December 31, 2010, we had $29,000 accrued for pending legal matters. The 2009 settlement was primarily related to a failed corporate finance transaction, partially offset by insurance recoveries on customer claims.

NOTE 12 - EMPLOYEE BENEFIT PLANS

Retirement benefits for our employees who have completed certain service requirements are provided by a defined contribution profit-sharing plan. Plan contributions are determined by the Board of Directors. Contributions to the plan for the years ended December 31, 2010 and 2009 were approximately $0 and $12,000, respectively, and consisted of 401(k) matching contributions.

NOTE 13 - NET CAPITAL REQUIREMENT

We are subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule 15c3-1), which requires the maintenance of minimum net capital (as defined) of 6 2/3% of total aggregate indebtedness or $100,000, whichever is greater. At December 31, 2010, the required minimum net capital was $111,399. At December 31, 2010, we had net capital of $9,383,998, which was $9,272,599 in excess of our required net capital of $111,399. In addition, we are not allowed to have a ratio of aggregate indebtedness to net capital in excess of 15 to 1. The Rule also provides that equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed 10 to 1. Our net capital ratio was 0.18 to 1 at December 31, 2010.

NOTE 14 - SHARE REPURCHASE PLAN

In September 2001, our Board of Directors approved a stock repurchase program pursuant to which we are authorized to repurchase up to 600,000 shares of our common stock. In addition, in June 2008, our Board of Directors approved the repurchase of up to a total of an additional 200,000 shares of our common stock. During 2010 and 2009, we repurchased a total of 124,000 shares for $179,000 and 48,000 shares for $43,000, respectively, and, at December 31, 2010, 71,011 shares remained available for repurchase. These repurchase programs do not have an expiration date.

F-16

NOTE 15 - CONVERSION OF NOTE RECEIVABLE TO EQUITY

In February 2009, our $0.4 million note receivable from Shiftwise, Inc. (“Shiftwise”), a corporate finance client, was converted to 966,598 shares of Series A2 Preferred Stock of Shiftwise with a fair value of $0.5 million. When added to our previously existing shares, this resulted in our ownership of a total of 3,466,598 shares of Shiftwise Series A2 Preferred Stock.

NOTE 16 - CONCENTRATION OF RISK AND GEOGRAPHIC INFORMATION

Our trading and investment securities owned include investments in the common stock and warrants of the following companies, which represent more than 10% of trading and investment securities owned at December 31, 2010 and 2009 (dollars in thousands):


As of December 31, 2010: Company	Investment at Fair Value		Percentage of Total
Charles & Colvard, Ltd.	$	2,424		28.0	%
Shiftwise		2,000		23.1	%
BioCurex, Inc.		1,185		13.7	%

	$	5,609		64.8	%


As of December 31, 2009: Company	Investment at Fair Value		Percentage of Total
Shiftwise	$	1,770		22.5	%
Ascent Solar Technologies, Inc.		1,748		22.3	%
Charles & Colvard, Ltd.		915		11.7	%
Converted Organics, Inc.		881		11.2	%

	$	5,314		67.7	%

In 2010 and 2009, none of our revenue was from foreign sources and no customer represented 10% or more of our total revenue. In addition, all of our long-lived assets were located within the United States.

We are also exposed to concentrations of credit risk related to our cash deposits. We maintain cash at a financial institution where the total cash balance is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per depositor, per bank. At any given time, our cash balance may exceed the balance insured by the FDIC. We monitor such credit risk at the financial institution and have not experienced any losses related to such risks to date.

In addition, we are engaged in trading and brokerage activities with RBC CS. In the event RBC CS does not fulfill its obligations, we may be exposed to risk. The risk of default depends on the creditworthiness of RBC CS. It is our policy to review, as necessary, the credit standing of RBC CS.

NOTE 17 - RELATED PARTY TRANSACTIONS

During the years ended December 31, 2010 and 2009, we paid approximately $154,000 and $58,000, respectively, of legal costs on behalf of our officers, employees and independent contractors.

NOTE 18 - DEFERRED REVENUE

Deferred revenue consists of amounts received related to our clearing firm agreement. Other income in 2010 and 2009 included $142,000 and $100,000, respectively, in amortization of deferred revenue.

F-17

NOTE 19 - NEW ACCOUNTING GUIDANCE

ASU 2010-06

Accounting Standards Update (“ASU”) 2010-06, “Improving Disclosures about Fair Value Measurements,” requires new disclosures about recurring or nonrecurring fair-value measurements including significant transfers into or out of Level 1 and Level 2 fair-value classifications. These disclosures are required for fiscal years beginning on or after December 15, 2009. We adopted this guidance in the first quarter of 2010 and any required disclosures are included in Note 4 above. The ASU also clarifies existing fair-value measurement disclosure guidance about the level of disaggregation, inputs and valuation techniques, which are required to be implemented in fiscal years beginning on or after December 15, 2010. These disclosures will require disaggregation of purchases, sales, issuances and settlements in the reconciliation of Level 3 fair value assets and liabilities. We intend to adopt the remaining Level 3 disclosure requirements effective January 1, 2011. Since these requirements only relate to disclosure, the adoption of the guidance will not have any effect on our financial position, results of operations or cash flows.

NOTE 20 - SUBSEQUENT EVENT

Repurchase of Common Stock

In January 2011, we repurchased 2,000 shares of our common stock for $2,400, or $1.20 per share, pursuant to our currently approved repurchase plan. Following this repurchase, 69,011 shares remained available for repurchase.

F-18

Paulson Capital Corp. and Subsidiaries

SUPPLEMENTARY SCHEDULE OF WARRANTS OWNED

As of December 31, 2010


Description	Number of Warrants		Warrants Obligated to Employees Included in Total		Date Exercisable		Exercise Price per Warrant		Expiration Date
Ascent Solar Technologies (units)		112,500		—		07/10/07	$	6.60		07/10/11
BioCurex, Inc. (units)		108,000		—		01/19/11		6.00		01/19/15
Converted Organics, Inc. (units)		131,219		18,224		02/13/08		6.60		02/13/12
Healthy Fast Food, Inc. (units)		76,500		—		03/19/09		6.12		03/19/13
Healthy Fast Food, Inc. (units)		105,688		—		10/13/11		0.48		10/13/15
ICOP Digital (units)		6,500		—		06/01/10		55.20		06/01/14
The Quantum Group (units)		84,000		—		12/12/08		13.20		12/12/12
S&W Seed (units)		105,000		—		05/03/11		13.20		05/03/15
Vaughan Foods (units)		191,275		43,038		06/27/08		7.80		06/27/12
XELR8 Holdings, Inc. (common)		5,500		2,750		03/27/08		1.50		03/27/12

F-19

SCHEDULE II

Paulson Capital Corp. and Subsidiaries

Vaulation and Qualifying Accounts

For the Two Years in the Period Ended December 31, 2010


Column A	Column B		Column C				Column D			Column E
Description	Balance at Beginning of Period		Charged to Costs and Expenses		Charged to Other Accounts - Describe		Deductions - Describe (a)			Balance at End of Period
Year Ended December 31, 2009:
Allowance for uncollectible accounts	$	—	$	1,214,268	$	—	$	(1,214,268	)	$	—
Year Ended December 31, 2010:
Allowance for uncollectible accounts	$	—	$	100,000	$	—	$	—		$	100,000

(a)	Charges to the account included in this column are for the purpose for which the reserve was created.

F-20

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company