10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2009

OR

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

For the transition period from              to             

Commission file number: 000-18188

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, Portland, Oregon	97204
(Address of principal executive offices)	(Zip Code)

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

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	x

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common stock, no par value	5,886,785
(Class)	(Outstanding at November 11, 2009)

PAULSON CAPITAL CORP. AND SUBSIDIARY

FORM 10-Q

INDEX

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets - September 30, 2009 and December 31, 2008 (unaudited)	2
	Consolidated Statements of Operations - Three and Nine Months Ended September 30, 2009 and 2008 (unaudited)	3
	Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2009 and 2008 (unaudited)	4
	Notes to Consolidated Financial Statements (unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4T.	Controls and Procedures	16
PART II - OTHER INFORMATION
Item 6.	Exhibits	16
Signatures		17

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Paulson Capital Corp. and Subsidiaries

Consolidated Balance Sheets

	September 30, 2009		December 31, 2008
Assets
Cash	$	219,972	$	318,810
Receivable from clearing organization		11,379,693		7,469,811
Notes and other receivables		1,330,946		635,027
Income taxes receivable		570,273		6,480,699
Deferred income taxes		568,000		1,409,000
Trading and investment securities, at fair value		8,826,837		6,611,097
Underwriter warrants, at fair value		2,477,000		1,675,000
Prepaid and deferred expenses		652,395		885,136
Furniture and equipment, at cost, net of accumulated depreciation and amortization of $917,892 and $881,621		51,755		94,991
Total Assets	$	26,076,871	$	25,579,571
Liabilities and Shareholders’ Equity
Accounts payable and accrued liabilities	$	1,135,664	$	675,491
Payable to clearing organization		1,347,256		2,490,075
Compensation, employee benefits and payroll taxes		767,842		497,791
Securities sold, not yet purchased, at fair value		550		—
Income taxes payable - long-term		326,000		315,000
Deferred revenue		300,000		375,000
Underwriter warrants - employee and independent contractor, at fair value		49,000		124,000
Total Liabilities		3,926,312		4,477,357
Commitments and Contingencies		—		—
Shareholders’ Equity
Preferred stock, no par value; 500,000 shares authorized; none issued		—		—
Common stock, no par value; 20,000,000 shares authorized; shares issued and outstanding: 5,885,285 and 5,928,285		2,182,890		1,947,280
Retained earnings		19,967,669		19,154,934
Total Shareholders’ Equity		22,150,559		21,102,214
Total Liabilities and Shareholders’ Equity	$	26,076,871	$	25,579,571

See accompanying Notes to Consolidated Financial Statements.

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Paulson Capital Corp. and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2009			2008			2009			2008
Revenues
Commissions	$	3,690,445		$	3,239,163		$	9,906,201		$	11,251,895
Corporate finance		38,714			—			526,224			395,389
Investment income (loss)		266,512			(4,262,800	)		847,669			(16,337,021	)
Trading income (loss)		805,858			(5,273,518	)		2,713,300			(2,721,476	)
Interest and dividends		55,410			13,112			155,989			40,583
Other		25,333			25,771			75,659			82,667
		4,882,272			(6,258,272	)		14,225,042			(7,287,963	)
Expenses
Commissions and salaries		3,570,015			3,022,404			9,533,860			10,550,804
Underwriting expenses		31,896			4,755			157,525			318,761
Rent, telephone and quotation services		290,976			305,565			884,591			894,182
Professional fees		143,978			154,046			559,024			627,604
Travel and entertainment		45,640			55,869			96,345			257,096
Advertising and promotion		62,700			50,653			140,150			165,239
Settlement expense		342,128			44,800			503,144			76,800
Bad debt expense		223,961			9,113			227,847			14,289
Depreciation and amortization		11,090			27,603			45,583			84,787
Other		250,274			372,139			758,511			1,147,316
		4,972,658			4,046,947			12,906,580			14,136,878
Income (loss) before income taxes		(90,386	)		(10,305,219	)		1,318,462			(21,424,841	)
Income tax expense (benefit):
Current		(509,363	)		(2,344,366	)		(367,433	)		(1,819,568	)
Deferred		616,000			(1,612,634	)		841,000			(6,298,432	)
		106,637			(3,957,000	)		473,567			(8,118,000	)
Net income (loss)	$	(197,023	)	$	(6,348,219	)	$	844,895		$	(13,306,841	)
Basic net income (loss) per share	$	(0.03	)	$	(1.07	)	$	0.14		$	(2.23	)
Diluted net income (loss) per share	$	(0.03	)	$	(1.07	)	$	0.14		$	(2.23	)
Shares used in per share calculations:
Basic		5,921,569			5,942,150			5,910,226			5,975,581
Diluted		5,921,569			5,942,150			5,958,503			5,975,581

See accompanying Notes to Consolidated Financial Statements.

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Paulson Capital Corp. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

	For the Nine Months Ended September 30,
	2009			2008
Cash flows from operating activities:
Net income (loss)	$	844,895		$	(13,306,841	)
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
Receipt of underwriter warrants		(217,000	)		(462,320	)
Unrealized (appreciation) depreciation/expiration of underwriter warrants		(585,000	)		14,476,320
Unrealized depreciation of underwriter warrants - employee and independent contractor		(75,000	)		(520,000	)
Stock-based compensation		241,000			—
Depreciation and amortization		45,583			84,787
Deferred income taxes		841,000			(6,298,432	)
Deferred revenue		(75,000	)		(75,000	)
Bad debt expense		227,847			14,289
Loss on asset disposition		134			—
Change in assets and liabilities:
Receivables from/payable to clearing organization		(5,052,701	)		3,182,620
Notes and other receivables		(923,766	)		891,197
Income taxes receivable		5,910,426			(2,647,279	)
Trading and investment securities		(2,215,740	)		10,104,090
Prepaid and deferred expenses		232,741			293,097
Accounts payable, accrued liabilities and compensation payables		730,224			(3,710,798	)
Securities sold, not yet purchased		550			5,606
Income taxes payable - current		—			(1,369,710	)
Income taxes payable - long-term		11,000			14,000
Net cash provided by (used in) operating activities		(58,807	)		675,626
Cash flows from investing activities:
Additions to furniture and equipment		(2,481	)		(5,863	)
Net cash used in investing activities		(2,481	)		(5,863	)
Cash flows from financing activities:
Proceeds from exercise of stock options		5,650			—
Payments to retire common stock		(43,200	)		(482,205	)
Net cash used in financing activities		(37,550	)		(482,205	)
Increase (decrease) in cash and cash equivalents		(98,838	)		187,558
Cash:
Beginning of period		318,810			43,619
End of period	$	219,972		$	231,177
Supplemental cash flow information:
Cash (paid) received during the period for income taxes, net	$	6,288,859		$	(2,183,421	)
Supplemental non-cash information:
Conversion of corporate finance client note receivable to equity investment	$	404,959		$	—

See accompanying Notes to Consolidated Financial Statements.

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PAULSON CAPITAL CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Basis of Presentation

The financial information for Paulson Capital Corp. and its wholly-owned subsidiaries, Paulson Investment Company and Paulson Capital Properties, LLC, included herein as of September 30, 2009 and December 31, 2008 and for the three and nine-month periods ended September 30, 2009 and 2008 is unaudited; however, such information reflects all adjustments, consisting only of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The financial information as of December 31, 2008 is derived from our 2008 Annual Report on Form 10-K. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our 2008 Annual Report on Form 10-K. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.

Note 2. Earnings Per Share

Following is a reconciliation of our shares used for our basic net income (loss) per share and our diluted net income (loss) per share:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2009	2008	2009	2008
Shares used for basic net income (loss) per share	5,921,569	5,942,150	5,910,226	5,975,581
Effect of dilutive stock options	—	—	48,277	—
Shares used for diluted net income (loss) per share	5,921,569	5,942,150	5,958,503	5,975,581
Stock options not included in diluted net income (loss) per share because their effect would have been antidilutive	482,500	95,000	—	95,000

Note 3. Unrecognized Tax Benefits and Deferred Taxes

During the three and nine-month periods ended September 30, 2009, accrued interest on unrecognized tax benefits increased $3,000 and $11,000, respectively, as a result of tax positions taken in prior periods.

During the three and nine-month periods ended September 30, 2009, our valuation allowance against our deferred tax assets decreased by $0.1 million and $0.3 million, respectively. At September 30, 2009, our valuation allowance totaled $0.5 million and our net deferred tax assets totaled $0.6 million.

Deferred tax assets relating to unrealized capital losses totaled $0.6 million at September 30, 2009. The realization of these deferred tax assets is almost entirely dependent on our ability to trigger such losses and obtain refunds from carryback years. Accordingly, if such losses are not triggered by December 31, 2009, then a significant portion of these deferred tax assets may need to be subjected to a valuation allowance and additional tax expense would be incurred.

Additionally, the corollary tax benefits recorded within our reserve for uncertain tax positions is dependent upon our ability to obtain refunds from carryback years. If the liabilities associated with the uncertain tax positions are not incurred in the year ended December 31, 2009, and if we are unable to generate a sufficient amount of taxable income for the year ended December 31, 2009, then the corollary income tax benefits associated with the reserve for uncertain tax positions may require a valuation allowance against such assets and additional tax expense would be incurred.

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Note 4. Fair Value Measurements

We provide information related to the fair value measurements of our assets and liabilities in accordance with the provisions of ASC 820-10, “Fair Value Measurements and Disclosures – Overall,” and ASC 320-10, “Investments – Debt and Equity Securities – Overall.”

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

• Level 1 – 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):

	September 30, 2009
	Fair Value			Input Level
Trading and investment securities, marketable	$	6,142		Level 1
Trading securities sold, not yet purchased		(1	)	Level 1
Investment securities, not readily marketable		2,685		Level 3
Underwriter warrants		2,477		Level 3
Underwriter warrants - employee and independent contractor		(49	)	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)		592			75			(94	)
Underwriter warrants exercised or expired included as a component of investment income		(7	)		—			—
Conversion of corporate finance client note receivable to equity investment		—			—			503
Balance, September 30, 2009	$	2,477		$	(49	)	$	2,685

Valuation of Trading Securities and Marketable Investment Securities

The fair value of our trading and our marketable investment securities 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

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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 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 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.

Note 5. Conversion of Note Receivable to Equity

In February 2009, our $0.4 million note receivable from Shiftwise was converted to 966,598 shares of Series A2 Preferred Stock of Shiftwise with a 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 6. Stock Option Grants

On July 1, 2009, we granted options exercisable for a total of 487,500 shares of our common stock with an exercise price of $1.13 per share, which was equal to the closing price of our common stock on that day. The fair value of the stock options was determined using the Black-Scholes valuation method and totaled $241,000. The options are immediately exercisable and, accordingly, the $241,000 was recognized as a component of commissions and salaries in the third quarter of 2009.

Note 7. Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.

Note 8. New Accounting Pronouncements

Codification

Effective July 1, 2009, the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) became the single official source of authoritative, nongovernmental generally accepted accounting principles (“GAAP”) in the United States. The historical GAAP hierarchy was eliminated and the ASC became the only level of authoritative GAAP, other than guidance issued by the Securities and Exchange Commission. Our accounting policies were not affected by the conversion to ASC. However, references to specific accounting standards in the footnotes to our consolidated financial statements have been changed to refer to the appropriate section of ASC.

Recently Adopted Accounting Guidance

Amendment to ASC 855

ASC 855, “Subsequent Events,” was amended and defines subsequent events as transactions that occur after the balance sheet date but before financial statements are issued or are available to be issued. The amendment defines two types of subsequent events: (i) events or transactions that provide additional

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evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements (that is, recognized subsequent events); and (ii) events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date (that is, nonrecognized subsequent events). In addition, the amendment requires an entity to disclose the date through which subsequent events have been evaluated, as well as whether that date is the date the financial statements were issued or the date the financial statements were available to be issued. The amendment was effective for periods ending after June 15, 2009. The adoption of the amendment, effective June 30, 2009, did not have any effect on our financial position, results of operations or cash flows.

Amendment to ASC 825

ASC 825, “Financial Instruments,” was amended to require disclosures about fair value of financial instruments for interim reporting periods as well as in annual financial statements. This amendment also requires those disclosures in summarized financial information at interim reporting periods. The adoption of this amendment, effective June 30, 2009, did not have any effect on our financial position, results of operations or cash flows.

Amendment to ASC 820 and ASC 320

ASC 820, “Fair Value Measurements and Disclosures,” and ASC 320, “Investments – Debt and Equity Securities,” were amended to provide additional guidance for estimating fair value and emphasize that, even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation techniques used, the fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. The amendments also require disclosure in interim and annual periods regarding the inputs and valuation techniques used to measure fair value and a discussion of changes in valuation techniques and related inputs, if any, during the period. It also requires that entities define major categories for equity and debt securities. The adoption of these amendments, effective June 30, 2009, did not have any effect on our financial position, results of operations or cash flows.

Recent Accounting Guidance Not Yet Adopted

ASU 2009-05

Accounting Standards Update (“ASU”) 2009-05, “Fair Value Measurements and Disclosures (Topic 820) – Measuring Liabilities at Fair Value,” amends ASC Topic 820, “Fair Value Measurements,” to allow companies determining the fair value of a liability to use the perspective of an investor that holds the related obligation as an asset. The new guidance is effective for interim and annual periods beginning after August 27, 2009, and applies to all fair-value measurements of liabilities required by GAAP. No new fair-value measurements are required by the update. We do not believe that the adoption of this ASU will have a material effect on our financial position, results of operations or cash flows.

Amendment to ASC 860

ASC 860, “Transfers and Servicing,” was amended to improve the relevance, representational faithfulness and comparability of the information that a reporting entity provides in its financial reports about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement in transferred financial assets. The amendments to ASC 860 are effective as of the beginning of an entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. The amendments must be applied to transfers occurring on or after the effective date. While we are still analyzing the effects of the adoption of the amendments, we do not believe that the adoption will have a material effect on our financial position, results of operations or cash flows.

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Note 9. Subsequent Events

We have considered all events that have occurred subsequent to September 30, 2009 and through November 13, 2009, the date the financial statements as of and for the periods ended September 30, 2009 were available to be issued.

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

FORWARD LOOKING STATEMENTS AND RISK FACTORS

This report, including, without limitation, Item 2. “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. Other factors that may affect our future financial condition or results of operations include the following:

• Aspects of our business are volatile and affected by factors beyond our control.

• Our ability to attract and retain customers may be affected by our reputation.

• We are subject to extensive regulation that could result in investigations, fines or other penalties.

• We face intense competition in our industry.

• Our future success depends on retaining existing management and hiring and assimilating new key employees, and our inability to attract or retain key personnel would materially harm our business and results of operations.

• We are subject to an increased risk of legal proceedings, which may result in significant losses to us that we cannot recover. Claimants in these proceedings may be customers, employees, investors or regulatory agencies, among others, seeking damages for mistakes, errors, negligence or acts of fraud by our employees.

• As a public company, we are subject to complex legal and accounting requirements that require us to incur substantial expense and expose us to risk of non-compliance.

• Our directors control approximately 60% of our common stock and may have interests differing from those of other stockholders.

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 from 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.

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In addition, our wholly-owned subsidiary Paulson Capital Properties, LLC was established in 2008 for the purpose of purchasing, improving and remarketing undervalued real estate. Through September 30, 2009, we had not purchased any real estate.

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. The number of initial public offerings (“IPOs”) in the U.S. has declined as volatility in the U.S. economy continues. According to Renaissance Capital LLC, during the first nine months of 2009, there were 30 U.S. IPOs with gross proceeds totaling $8.9 billion. During 2008, 43 companies completed IPOs in the U.S., with proceeds totaling $28 billion. This compares to 272 IPOs in 2007, with proceeds totaling $59.7 billion. With the VISA IPO excluded from the 2008 results, the IPOs in 2008 raised $10 billion. 2008 was the slowest year for U.S. IPOs since 1978. The low demand for IPOs in 2008 was also evidenced by the 101 companies that filed with the SEC to withdraw proposed offerings, almost double the 51 that did so in 2007. 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. The result of this volatility on the value of our investment portfolio and securities held in connection with our trading and investment activities include large quarterly fluctuations in income or loss from these operations and substantial increases or decreases in our net worth 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 vest immediately. The warrants are generally 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.

CURRENT EVENTS

As a result of the continuing global economic turmoil and our poor operating results, in February 2009, we terminated 15% of our back office staff, discontinued the 401(k) matching contribution and implemented 10% pay cuts for all salaried employees effective April 1, 2009. In addition, we suspended the summer 2009 investment banking conference and the November 2009 Westergaard Conference, as well as eliminated other non-essential business expenditures. We anticipate that these actions will result in annualized cost savings of approximately $1.5 million. Costs associated with these actions were primarily for severance and related costs and were immaterial.

In September 2009, half of the 10% pay cuts for the salaried employees was restored.

10

CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES

We reaffirm the critical accounting policies and estimates as reported in our Annual Report on Form 10-K for the year ended December 31, 2008, which was filed with the Securities and Exchange Commission on March 31, 2009.

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 over-the-counter market, 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 tables set forth the changes in our operating results in the three and nine-month periods ended September 30, 2009 compared to the three and nine-month periods ended September 30, 2008 (dollars in thousands):

	Three Months Ended September 30,						Increase (Decrease)			% Increase (Decrease)
	2009			2008
Revenues:
Commissions	$	3,690		$	3,239		$	451		13.9	%
Corporate finance		39			—			39		*
Investment income (loss)		267			(4,263	)		4,530		106.3
Trading income (loss)		806			(5,273	)		6,079		115.3
Interest and dividends		55			13			42		323.1
Other		25			26			(1	)	(3.8	)
Total revenues (loss)		4,882			(6,258	)		11,140		178.0
Expenses:
Commissions and salaries		3,570			3,022			548		18.1
Underwriting expenses		32			5			27		*
Rent, telephone and quotation services		291			305			(14	)	(4.6	)
Professional fees		144			154			(10	)	(6.5	)
Travel and entertainment		46			56			(10	)	(17.9	)
Advertising and promotion		63			51			12		23.5
Settlement expense		342			45			297		*
Bad debt expense		224			9			215		*
Depreciation and amortization		11			28			(17	)	(60.7	)
Other		250			372			(122	)	(32.8	)
Total expenses		4,973			4,047			926		22.9
Loss before income taxes	$	(91	)	$	(10,305	)	$	10,214		99.1	%

11

	Nine Months Ended September 30,					Increase (Decrease)			% Increase (Decrease)
	2009		2008
Revenues:
Commissions	$	9,906	$	11,252		$	(1,346	)	(12.0	)%
Corporate finance		526		395			131		33.2
Investment income (loss)		848		(16,337	)		17,185		105.2
Trading income (loss)		2,713		(2,722	)		5,435		199.7
Interest and dividends		156		41			115		280.5
Other		76		83			(7	)	(8.4	)
Total revenues		14,225		(7,288	)		21,513		295.2
Expenses:
Commissions and salaries		9,534		10,551			(1,017	)	(9.6	)
Underwriting expenses		158		319			(161	)	(50.5	)
Rent, telephone and quotation services		885		894			(9	)	(1.0	)
Professional fees		559		628			(69	)	(11.0	)
Travel and entertainment		96		257			(161	)	(62.6	)
Advertising and promotion		140		165			(25	)	(15.2	)
Settlement expense		503		77			426		*
Bad debt expense		228		14			214		*
Depreciation and amortization		46		85			(39	)	45.9
Other		758		1,147			(389	)	(33.9	)
Total expenses		12,907		14,137			(1,230	)	(8.7	)
Income (loss) before income taxes	$	1,318	$	(21,425	)	$	22,743		106.2	%

* Not meaningful.

Revenues

The global economic turmoil that started in the fall of 2008 eased during the second and third quarters of 2009. For the period from December 31, 2008 to September 30, 2009, the Dow Jones Industrial average increased 10.7% and the NASDAQ composite increased 34.6%. In the third quarter of 2009, the Dow Jones Industrial average increased 15.0% and the NASDAQ composite increased 15.7%.

Commissions increased 13.9% and decreased 12.0%, respectively, in the three and nine-month periods ended September 30, 2009 compared to the same periods of 2008, primarily as a result of market uncertainty beginning in the third quarter of 2008, with improvement in the third quarter of 2009. We had 92 registered representatives at September 30, 2009 compared to 96 at December 31, 2008.

Corporate finance revenue in the third quarter of 2009 included underwriting discounts earned from a bridge offering in which we raised $450,000. Corporate finance revenue in the nine-month period ended September 30, 2009 also included revenue related to 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.

We did not have any corporate finance revenue during the third quarter of 2008. The nine-month period ended September 30, 2008 included underwriting discounts earned from an initial public offering in which we raised $5.1 million for Healthy Fast Foods, Inc., as well as the Black-Scholes value of the underwriter warrants received in connection with that offering.

12

Investment income (loss) included the following (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2009			2008			2009			2008
Net unrealized appreciation (depreciation) related to underwriter warrants	$	198		$	(2,869	)	$	585		$	(14,476	)
Net unrealized (appreciation) depreciation of underwriter warrants - employee and independent contractor		(26	)		77			75			520
Net unrealized appreciation (depreciation) of securities held based on quoted market prices or, for securities that are not readily marketable, our estimate of their fair value		1,616			(1,420	)		1,959			(2,956	)
Net realized gains (losses) on the sale of securities with quoted market prices, securities that are not readily marketable and gains from the exercise of underwriter warrants		(1,521	)		(51	)		(1,771	)		575
	$	267		$	(4,263	)	$	848		$	(16,337	)

We did not exercise any underwriter warrants during the three or nine-month periods ended September 30, 2009 or the three-month period ended September 30, 2008. We exercised two warrants during the nine-month period ended September 30, 2008. 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. In order to successfully complete a follow-on offering in the second quarter of 2009, we returned 75,750 ICOP Digital, Inc. (units) underwriter warrants and 17,875 ICOP Digital, Inc. (common and warrant) underwriter warrants to ICOP Digital, Inc.

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 increased $6.1 million and $5.4 million, respectively, in the three and nine-month periods ended September 30, 2009 compared to the same periods of 2008. In the three and nine-month periods ended September 30, 2009, trading income was positively affected by favorable results for certain securities that we were holding in our trading inventories. In the three and nine-month periods ended September 30, 2008, trading income was negatively affected by difficult conditions in the market, especially the significant downturn in the third quarter of 2008. Our focus is on very small capitalization issues, especially those tied to our corporate finance clients. Trading income (loss) can be volatile from period to period because it is driven by the market value of the securities in which we make a market.

Expenses

Total expenses increased $0.9 million and decreased $1.2 million, respectively, in the three and nine-month periods ended September 30, 2009 compared to the same periods of 2008, as described in more detail below.

Commissions and salaries increased $0.5 million and decreased $1.0 million, respectively, in the three and nine-month periods ended September 30, 2009 compared to the same periods of 2008. The increase in the three-month period was primarily due to increased commission expense on higher commission revenue, as well as $0.2 million of non-cash, stock-based compensation related to stock option grants in the third quarter of 2009. The decrease in the nine-month period was primarily due to lower commissions earned on lower commission revenue, partially offset by $0.2 of non-cash, stock-based compensation. The 2009 periods were also positively affected by our staff reductions and salary decreases as discussed above. Retail commissions as a percentage of retail sales was comparable period over period.

Travel and entertainment expenses decreased $10,000 and $161,000, respectively, in the three and nine-month periods ended September 30, 2009 compared to the same periods of 2008 primarily as a result of an investment banking conference in June 2008 with no comparable conference in 2009.

13

Bad debt expense is recorded when amounts are determined to be uncollectible. Bad debt expense totaled $224,000 and $228,000, respectively, in the three and nine-month periods ended September 30, 2009 and was related to the write-off of a note receivable from a corporate finance client. Bad debt expense was $9,000 and $14,000 in the three and nine-month periods ended September 30, 2008, respectively.

Settlement expense of $342,000 and $503,000, respectively, in the three and nine-month periods ended September 30, 2009 was primarily related to a failed corporate finance transaction, partially offset by insurance recoveries.

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, during the fourth quarter of 2008, we sold certain securities at a loss. The sale of these securities increased our income taxes receivable as we are able to carry back the losses to prior years. We received $0.7 million of the income tax receivable during the first quarter of 2009 and $5.6 million in the second quarter of 2009.

In addition, our sources of liquidity include our trading positions, investment 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 securities (which make up most of our trading positions) lead to decreased liquidity in the market for these issues, while rising prices in NASDAQ issues tend to increase the liquidity of the market for these securities.

We believe our cash and receivables from our clearing organization at September 30, 2009 are sufficient to meet our cash and regulatory net capital needs for at least the next twelve-month period from September 30, 2009, which allows us to hold our investment securities for the long-term. Our liquidity could be negatively affected by protracted unfavorable market conditions. The major market indices declined significantly during 2008 and this decline continued in the first quarter of 2009, with improvements in the second and third quarters of 2009.

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 September 30, 2009.

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 September 30, 2009, we owned 10 underwriter warrants from 8 issuers, all but one of which was exercisable. One of the warrants had an exercise price below the September 30, 2009 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.

14

Cash used in operating activities totaled $0.1 million in the first nine months of 2009, primarily due to our net income of $0.8 million being offset by net non-cash income items of $0.4 million and changes in our operating assets and liabilities as discussed in more detail below.

Our net receivable from our clearing organization increased $5.0 million to $10.0 million at September 30, 2009 from $5.0 million at December 31, 2008, primarily due to the results of the activity in our trading and investment accounts and income tax refunds, as well as the timing of general corporate expenditures and cash flow requirements.

Notes and other receivables increased $0.7 million to $1.3 million at September 30, 2009 from $0.6 million at December 31, 2008, primarily due to additional amounts loaned to corporate finance clients, offset by the conversion of a $0.4 million corporate finance client note receivable to an equity investment and a $0.2 million write-off of a note receivable from one of our corporate finance clients.

Income taxes receivable, current decreased $5.9 million to $0.6 million at September 30, 2009 from $6.5 million at December 31, 2008, primarily due to refunds received.

Deferred tax assets decreased $0.8 million to $0.6 million at September 30, 2009 from $1.4 million at December 31, 2008, primarily due to sales of securities that were in a loss position.

Changes in our trading and investment securities 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, 2008	$	1,675
Receipt of underwriter warrants		217
Net unrealized gain on value of warrants		592
Warrants exercised or expired		(7	)
Balance, September 30, 2009	$	2,477

Deferred revenue of $0.3 million at September 30, 2009 related to amounts received from our clearing firm based on the execution of a five-year agreement and a one-year extension of the agreement, and is being amortized at the rate of $8,333 per month through September 2012.

Underwriter warrants – employee and independent contractor of $49,000 at September 30, 2009 represented the fair value of underwriter warrants held for which the gain from the sale of the related stock upon exercise is due to certain employees.

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. We repurchased 48,000 shares during the first nine months of 2009 and, at September 30, 2009, 195,011 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 8 of Notes to Consolidated Financial Statements.

15

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for Smaller Reporting Companies.

Item 4T. 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.

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.

PART II - OTHER INFORMATION

Item 6. Exhibits

The following exhibits are filed herewith and this list is intended to constitute the exhibit index:

10.1	Form of Incentive Stock Option Agreement for July 2009 stock option grants pursuant to the Paulson Capital Corporation 1999 Stock Option Plan.
10.2	Form of Non-Qualified Stock Option Agreement for July 2009 stock option grants pursuant to the Paulson Capital Corporation 1999 Stock Option Plan.
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.

16

SIGNATURES

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

Date: November 13, 2009	PAULSON CAPITAL CORP.
	By	/s/    CHESTER L. F. PAULSON
		Chester L. F. Paulson
		President and Chief Executive Officer
		Principal Executive Officer
	By	/s/    KAREN L. JOHANNES
		Karen L. Johannes
		Chief Financial Officer
		Principal Financial Officer

17

EX-10.1

Exhibit 10.1

July 1, 2009

PAULSON CAPITAL CORP.

FORM OF

INCENTIVE STOCK OPTION AGREEMENT

UNDER 1999 STOCK OPTION PLAN

This INCENTIVE STOCK OPTION AGREEMENT is made between PAULSON CAPITAL CORP. (the “Company”), an Oregon corporation, and                     (the “Optionee”), pursuant to the Company’s 1999 Stock Option Plan (the “Plan”). The Company and the Optionee agree as follows:

1. Option Grant: The Company hereby grants to the Optionee, on the terms and conditions of this Agreement and the Plan, the right and the option (the “Option”) to purchase all or any of              shares (the “Grant Shares”) of the Company’s Common Stock at a purchase price of $1.13 per share. The terms and conditions applicable to grants of options of the Company’s Common Stock, as set forth in the Plan, are hereby incorporated into and made part of this Agreement.

2. Time of Exercise of Option. The grant date of this Option is effective as of July 1, 2009(the “Grant Date”). Subject to the terms and conditions set forth herein and until the Option expires or is terminated as provided in the Plan, the Option may be exercised from time to time to purchase Grant Shares as follows:

On July 1, 2009, this Option shall become immediately exercisable to purchase all of the Grant Shares.

3. Expiration: The Option shall continue in effect until the earlier of June 30, 2016, or the date thirty days after the Optionee’s service with the Company terminates (other than by reason of death or total disability, in which case the Option shall terminate 12 months after such termination of service), unless earlier terminated as provided in the Plan.

PAULSON CAPITAL CORP.		OPTIONEE
By:
	Jacqueline M. Paulson
	Corporate Secretary

EX-10.2

Exhibit 10.2

July 1, 2009

PAULSON CAPITAL CORP.

FORM OF

NON-STATUTORY STOCK OPTION AGREEMENT

UNDER 1999 STOCK OPTION PLAN

This NON-STATUTORY STOCK OPTION AGREEMENT is made between PAULSON CAPITAL CORP. (the “Company”), an Oregon corporation, and                     (the “Optionee”), pursuant to the Company’s 1999 Stock Option Plan (the “Plan”). The Company and the Optionee agree as follows:

1. Option Grant: The Company hereby grants to the Optionee, on the terms and conditions of this Agreement and the Plan, the right and the option (the “Option”) to purchase all or any of              shares (the “Grant Shares”) of the Company’s Common Stock at a purchase price of $1.13 per share. The terms and conditions applicable to grants of options of the Company’s Common Stock, as set forth in the Plan, are hereby incorporated into and made part of this Agreement.

2. Time of Exercise of Option. The grant date of this Option is effective as of July 1, 2009(the “Grant Date”). Subject to the terms and conditions set forth herein and until the Option expires or is terminated as provided in the Plan, the Option may be exercised from time to time to purchase Grant Shares as follows:

On July 1, 2009, this Option shall become immediately exercisable to purchase all of the Grant Shares.

3. Expiration: The Option shall continue in effect until the earlier of June 30, 2016, or the date thirty days after the Optionee’s service with the Company terminates (other than by reason of death or total disability, in which case the Option shall terminate 12 months after such termination of service), unless earlier terminated as provided in the Plan.

PAULSON CAPITAL CORP.		OPTIONEE
By:
	Jacqueline M. Paulson
	Corporate Secretary

EX-31.1

Exhibit 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

I, Chester L. F. Paulson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Paulson Capital Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2009

/s/ Chester L. F. Paulson

Chester L. F. Paulson

President and Chief Executive Officer

Paulson Capital Corp.

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

I, Karen L. Johannes, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Paulson Capital Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2009

/s/ Karen L. Johannes

Karen L. Johannes

Chief Financial Officer

Paulson Capital Corp.

EX-32.1

Exhibit 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

In connection with the Quarterly Report of Paulson Capital Corp. (the “Company”) on Form 10-Q for the period ended September 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chester L. F. Paulson, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Chester L. F. Paulson

Chester L. F. Paulson

President and Chief Executive Officer

Paulson Capital Corp.

November 13, 2009

This certification is made solely for the purpose of 18 U.S.C. Section 1350, and not for any other purpose. A signed original of this written statement required by Section 906 has been provided to Paulson Capital Corp. and will be retained by Paulson Capital Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF 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

In connection with the Quarterly Report of Paulson Capital Corp. (the “Company”) on Form 10-Q for the period ended September 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Karen L. Johannes, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Karen L. Johannes

Karen L. Johannes

Chief Financial Officer

Paulson Capital Corp.

November 13, 2009

This certification is made solely for the purpose of 18 U.S.C. Section 1350, and not for any other purpose. A signed original of this written statement required by Section 906 has been provided to Paulson Capital Corp. and will be retained by Paulson Capital Corp. and furnished to the Securities and Exchange Commission or its staff upon request.