- Quarterly Report (10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

100 F Street, NE

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 June 30, 2009

¨ 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: 1-31292

JESUP & LAMONT, INC.

(Exact name of registrant as specified in its charter)

FLORIDA		59-3627212
(State or Other Jurisdiction		(I.R.S. Employer
of Incorporation or Organization)		Identification No.)

650 Fifth Avenue, Third Floor New York, New York 10019

(Address of Principal Executive Offices)

800-356-2092

(Registrant's Telephone Number, Including Area Code)

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

(Do not check if a smaller reporting company)

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

As of July 31, 2009 there were 22,328,956 shares of common stock, par value $.01 per share, outstanding.

JESUP & LAMONT, INC. AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2009

TABLE OF CONTENTS

PART I

FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Condensed Consolidated Statements of Financial Condition at June 30, 2009 and December 31, 2008	3

	Condensed Consolidated Statements of Operations for the Three Months ended June 30, 2009 and 2008	4

	Condensed Consolidated Statements of Operations for the Six Months ended June 30, 2009 and 2008	5

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2009 and 2008	6-7

	Notes to Condensed Consolidated Financial Statements	8-19

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20-27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28

Item 4T.	Controls and Procedures	28

PART II

OTHER INFORMATION

Item 1.	Legal Proceedings	29

Item 1A.	Risk Factors	29

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

Item 3.	Defaults Upon Senior Securities	29

Item 4.	Submission of Matters to a Vote of Security Holders	29

Item 5.	Other Information	30

Item 6.	Exhibits	30

Signatures		31

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

JESUP & LAMONT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

	June 30,			December 31,
	2009			2008
	(Unaudited)			(Audited)
Assets

Cash and cash equivalents	$	122,201		$	410,840
Bank certificate of deposit		2,102,543			-
Marketable securities owned, at market value		216,478			37,027
Securities not readily marketable, at estimated fair value		620,994			531,265
Commissions and other receivables from clearing organization		2,269,286			1,033,520
Other receivables		1,701,615			1,849,816
Deposits at clearing organization		3,040,523			655,359
Prepaid expenses and other assets		539,323			513,393
Notes receivable		1,688,901			1,310,889
Deferred tax asset		2,117,000			2,117,000
Furniture and equipment, net		516,924			527,692
Goodwill		13,272,165			13,272,165
Intangible assets – customer lists and trademarks		4,130,738			4,143,601

Total assets	$	32,338,691		$	26,402,567

Liabilities and stockholders' equity

Accounts payable, accrued expenses and other liabilities		7,437,971			5,685,934
Due to clearing organization		1,264,546			1,180,108
Securities sold, but not yet purchased, at market value		249,320			170,603
Notes payable		16,420,708			12,552,317

Total liabilities		25,372,545			19,588,962

Stockholders' equity

Convertible preferred stock, series C, F, and G, $.01 par value 1,000,000 shares authorized 728,739 issued and outstanding	$	7,287		$	7,903
Common stock, $.01 par value 100,000,000 shares authorized 22,647,522 shares issued and outstanding		226,475			223,977
Less: Treasury Stock		(733,765	)		(733,765	)
Capital stock subscribed		5,084,996			2,894,996
Additional paid-in capital		37,918,347			37,328,573
Accumulated deficit		(35,537,194	)		(32,908,079	)

Total stockholders' equity		6,966,146			6,813,605

Total liabilities and stockholders' equity	$	32,338,691		$	26,402,567

See accompanying notes to the condensed consolidated financial statements.

JESUP & LAMONT, INC. AND SUBSIDIARIES (UNAUDITED)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended
	June 30,
	2009			2008

Revenues
Commissions and fees	$	7,353,816		$	7,406,599
Equity market making trading revenues, net		732,559			1,848,455
Investment banking income		327,480			839,662
Net gain (loss) on securities received for banking services		1,523,704			(470,148	)


		9,937,559			9,624,568

Expenses
Employee compensation and benefits		3,983,168			5,207,603
Commissions, clearing and execution costs		3,771,009			5,782,462
General and administrative		1,240,183			2,502,933
Communications and data processing		143,082			268,784

		9,137,442			13,761,782

Income (loss) from operations		800,117			(4,137,214	)

Other income (expenses)
Other income		2,576			806,744
Interest income					23,353
Interest expense		(369,600	)		(781,925	)

		(367,024	)		48,172
Net income (loss)		433,093			(4,089,042	)

Accrued preferred stock dividends		(43,060	)		(43,234	)

Net income (loss) applicable to common shareholders	$	390,033		$	(4,132,276	)

Basic and diluted earnings per share applicable to common shareholders:

Earnings (loss) per share-basic	$	0.01		$	(0.26	)

Earnings (loss) per share diluted	$	0.01		$	(0.26	)

Weighted average shares outstanding:
Basic		28,849,754			15,875,835

Diluted		28,849,754			15,875,835

See accompanying notes to the condensed consolidated financial statements.

JESUP & LAMONT, INC. AND SUBSIDIARIES (UNAUDITED)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Six Months Ended
	June 30,
	2009			2008

Revenues
Commissions and fees	$	12,132,645		$	15,052,896
Equity market making trading revenues, net		1,878,508			4,551,845
Investment banking income		741,391			2,244,449
Net gain (loss) on securities received for banking services		1,692,134			(233,963	)


		16,444,678			21,615,227

Expenses
Employee compensation and benefits		8,574,346			10,841,405
Commissions, clearing and execution costs		6,444,242			10,811,607
General and administrative		3,029,586			4,183,380
Communications and data processing		287,623			520,850

		18,335,797			26,357,242

Loss from operations		(1,891,119	)		(4,742,015	)

Other income (expenses)
Other income					806,744
Interest income		2,936			35,061
Interest expense		(606,389	)		(1,097,612	)

		(603,453	)		(255,807	)
Net loss		(2,494,572	)		(4,997,822	)

Accrued preferred stock dividends		(134,544	)		(89,967	)

Net loss applicable to common shareholders	$	(2,629,116	)	$	(5,087,789	)

Basic and diluted earnings per share applicable to common shareholders:

Earnings (loss) per share-basic	$	(0.09	)	$	(0.35	)

Earnings (loss) per share diluted	$	(0.09	)	$	(0.35	)

Weighted average shares outstanding:
Basic		28,592,712			14,557,494

Diluted		28,592,712			14,557,494

See accompanying notes to the condensed consolidated financial statements.

JESUP & LAMONT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	SIX MONTHS ENDED
	JUNE 30,
	2009			2008
Cash flows from operating activities
Net Loss	$	(2,494,572	)	$	(4,997,822	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization		156,373			195,188
Amortization of customer lists		12,864			80,363
Amortization of note discount		31,422			160,763
Unrealized (gain) loss on marketable securities		19,731			(205,589	)
Stock compensation expense		141,657			450,681
Amortization of notes receivable		73,056			115,541
Allowance for notes receivable		211,000			-
Deferred rent		5,849			-
Unrealized gain on non-marketable securities		(89,729	)		(319,876	)
Gain on settlement with former officer		-			(806,744	)
Forgiveness of note payable and interest		(148,030	)		-

(Increase) decrease in operating assets:
Commissions receivable from clearing organizations		(1,235,766	)		(855,776	)
Deposits at clearing organizations		(2,385,164	)		1,077,747
Other receivables		148,201			(429,264	)
Marketable trading account securities, net		(199,182	)		4,822,378
Prepaid expenses and other assets		(25,930	)		94,672

Increase (decrease) in operating liabilities:
Accounts payable, accrued expenses and other liabilities		1,711,643			(309,105	)
Payable to clearing organizations		84,438			(5,906,084	)
Securities sold, not yet purchased		78,717			(212,256	)

Total adjustments		(1,408,850	)		(2,047,361	)

Cash used by operating activities		(3,903,422	)		(7,045,183	)

Continued on next page

See accompanying notes to the condensed consolidated financial statements.

JESUP & LAMONT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Continued

	SIX MONTHS ENDED
	JUNE 30,
	2009			2008
Cash flows from investing activities
Bank certificate of deposits		(2,102,543	)		-
Purchases of furniture and equipment		(145,605	)		(288,674	)
Issuance of notes receivable		(662,068	)		(431,500	)

Total cash used by investing activities		(2,910,216	)		(720,174	)

Cash flows from financing activities
Payments of notes payable		(340,001	)		(470,000	)
Proceeds from 9% Convertible debenture		2,000,000			-
Proceeds from new Loans		2,600,000			-
Proceeds from sale of preferred stock		-			1,997,495
Proceeds from common stock subscribed		2,190,000			7,038,105
Proceeds from Clearing firm advance		75,000			-
Fees and commissions paid for sale of stock		-			(85,678	)
Total cash provided by financing activities		6,524,999			8,479,922

Net increase (decrease) in cash and cash equivalents		(288,639	)		714,565

Cash and cash equivalents at beginning of period		410,840			535,536

Cash and cash equivalents at end of period	$	122,201		$	1,250,101

Supplemental cash flow information:

Interest paid	$	131,172		$	284,301

Supplemental disclosures of non-cash investing and financing activities:

Converted debenture note to common stock	$	450,000			-

Accrued preferred stock dividends, net of payments	$	134,544		$	89,967

Line of Credit converted to note payable		-		$	1,999,450

Notes payable canceled		-		$	861,105

Other assets offset against notes payable		-		$	675,297

Issuance of note to pay liability		-		$	50,640

Acquisition of treasury stock		-		$	733,765

Conversion of Series F preferred stock to common	$	615			-

See accompanying notes to the condensed consolidated financial statements.

JESUP & LAMONT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

1. NATURE OF BUSINESS

ORGANIZATION AND OPERATIONS - The accompanying financial statements include the accounts of Jesup & Lamont, Inc. ("JLI"), a Florida corporation, and its consolidated subsidiaries, Empire Financial Group, Inc. ("EFG"), Empire Investment Advisors, Inc. ("EIA"), and Jesup & Lamont Securities Corporation ("JLSC"), collectively “the Company”. All intercompany transactions and accounts have been eliminated in consolidation.

JLSC is an introducing securities broker-dealer which provides brokerage and advisory services to retail and institutional customers and a trading platform, order execution services and market making services for domestic and international securities to its customers and network of independent registered representatives. EIA and JLSC provide fee-based investment advisory services to their customers. EFG ceased brokerage operations in November 2008.

The Company's executive offices are located in New York, New York with independent registered representatives throughout the United States. JLSC's main office is also in New York City.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SECURITIES TRANSACTIONS - Securities transactions and the related revenues and expenses are recorded on a trade date basis.

TRADING INCOME - Consists of net realized and net unrealized gains and losses on securities traded for the Company's own account. Trading revenues are generated from the difference between the price paid to buy securities and the amount received from the sale of securities. Volatility of stock prices, which can result in significant price fluctuations in short periods of time, may result in trading gains or losses. Gains or losses are recorded on a trade date basis.

MARKET-MAKING ACTIVITIES - Securities owned and securities sold, but not yet purchased, which primarily consist of listed, over-the-counter, American Depository Receipts and foreign ordinary stocks, are carried at market value and are recorded on a trade date basis. Market value is estimated daily using market quotations available from major securities exchanges and dealers.

CLEARING ARRANGEMENTS - We do not carry accounts for customers or perform custodial functions related to customers' securities. We introduce all of our customer transactions to our clearing brokers, who maintain our customers' accounts and clear such transactions. Additionally, the clearing brokers provide the clearing and depository operations for our proprietary securities transactions. These activities may expose us to off-balance-sheet risk in the event that customers do not fulfill their obligations with the primary clearing brokers, as we have agreed to indemnify our clearing brokers for any resulting losses. We continually assess risk associated with each customer who is on margin credit and record an estimated loss when we believe collection from the customer is unlikely.

JESUP & LAMONT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

SHARE-BASED COMPENSATION is accounted for under the fair value method. Share-based payments to employees, including grants of stock options, are charged to expense over the requisite service period based on the grant-date fair value of the awards. The Company uses the Black-Scholes valuation method to determine the fair value of stock options.

CASH AND CASH EQUIVALENTS consist of highly liquid investments that are readily convertible into cash. We consider securities with maturities of three months or less, when purchased, to be cash equivalents. The carrying amount of these securities approximates fair value because of the short-term maturity of these instruments.

MARKETABLE SECURITIES AND SECURITIES SOLD, BUT NOT YET PURCHASED are carried at market value, with related unrealized gains and losses reported in our results of operations.

SECURITIES that are not readily marketable are carried at fair value, with related unrealized gains and losses reported in our results of operations. The determination of fair value is fundamental to our financial condition and results of operations and requires management to make complex judgments.

Fair values are based on listed market prices, where possible. If listed market prices are not available or if the liquidation of our positions would reasonably be expected to impact market prices, fair value is determined based on other relevant factors, including dealer price quotations, and marketability. Warrants received from investment banking engagements are generally valued using the Black-Scholes option valuation model and management may reduce the value if there is a restriction as to when the warrants may be exercised. The Black-Scholes method uses assumptions such as volatility, interest rates, and dividend yields to determine the value.

COMMISSIONS RECEIVABLE FROM CLEARING ORGANIZATIONS - Receivables from broker dealers and clearing organizations represent monies due to the Company from its clearing agents for transactions processed.

FURNITURE AND EQUIPMENT, NET - Property and equipment are recorded at cost. Depreciation on property and equipment is provided utilizing the straight-line method over the estimated useful lives of the related assets, which range from five to seven years. Upon the sale or retirement of an asset, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is recognized in our results of operations.

GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill represents the excess of acquisition costs over the fair value of net assets of businesses purchased. The reported amounts of goodwill are reviewed for impairment on an annual basis and more frequently when negative conditions such as significant current or projected operating losses exist. The annual impairment test for Goodwill and Other Intangible Assets is a two-step process and involves comparing the estimated fair value of each reporting unit to the reporting unit's carrying value, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired, and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test would be performed to measure the amount of impairment loss to be recorded, if any. Our annual impairment test resulted in no goodwill impairment.

JESUP & LAMONT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

INCOME TAXES - The Company accounts for income taxes using an asset and liability approach. Deferred income tax assets and liabilities represent the tax effects differences between the financial and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the future tax benefits of deferred tax assets will not be realized.

The Company evaluates tax positions to determine whether the benefits of tax positions are more likely than not of being sustained upon audit based on the technical merits of the tax position. For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50% likely of being realized upon ultimate settlement in the financial statements. For tax positions that are not more likely than not of being sustained upon audit, the Company does not recognize any portion of the benefit in the financial statements.

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

EARNINGS (LOSS) PER SHARE - Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings (loss) per share considers the potential dilution that could occur if securities or other contracts to issue common stock were exercised or resulted in issuance of common stock. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as options, convertible notes and convertible preferred stock, were exercised or converted into common stock or resulted in the issuance of common stock that then shared in earnings (loss). Such potential additional common shares are included in the computation of diluted earnings per share. Diluted loss per share is not computed because any potential additional common shares would reduce the reported loss per share and therefore have an antidilutive effect.

3. NOTES RECEIVABLE

The Company has made advances to certain registered representatives in its Company owned offices. The notes receivable, by location, at June 30, 2009 and December 31, 2008, were as follows:

Office	June 30, 2009			December 31, 2008
New York	$	266,500		$	266,500
San Francisco		122,500			157,500
Boston		706,333			673,833
Chicago		25,000			25,000
Boca Raton		779,568			150,000
Longwood		-			38,056
Less: allowance for uncollectibles		(211,000	)		-

Total notes receivable	$	1,688,901		$	1,310,889

JESUP & LAMONT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

4. INTANGIBLE ASSETS

Intangible assets consisted of the following:

	June 30,			December 31,
	2009			2008

Goodwill	$	13,272,165		$	13,272,165

Other Intangible Assets
Trademarks	$	3,282,077		$	3,282,077
Customer List		1,157,266			1,157,266
		4,439,343			4,439,343
Less: accumulated amortization		(308,605	)		(295,742	)

	$	4,130,738		$	4,143,601

Amortization expense for intangible assets totaled $12,864 and $47,337 for the six months ended June 30, 2009 and 2008, respectively.

The estimated annual aggregate amortization expense related to other intangible assets for the five succeeding fiscal years is as follows:

Year Ending
December 31
2009	$	115,727
2010		115,727
2011		115,727
2012		115,727
2013		115,727

The value of the Company’s intangible assets is based on whether they make useful contributions toward the generation of future earnings. We performed an impairment test of our intangible assets as of December 31, 2008 and determined we had no impairment of intangible assets at that date. However, because of the Company’s history of operating losses, management continually evaluates the realization of future economic benefits.

JESUP & LAMONT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

5. NOTES PAYABLE

Notes payable at June 30, 2009 and December 31, 2008, consisted of the following:

	2009			2008
· Convertible notes payable to investors, interest payable quarterly at an annual rate of 6.5%. The notes mature March 28, 2012 and are convertible into common stock at $2.39 per share.	$	5,757,158		$	6,207,158
· Unsecured note payable to bank, interest payable monthly at an annual rate of 3.8%, with a maturity of May 28, 2010.		2,100,000			-
· Unsecured note payable to Legent Clearing LLC, interest at a base annual rate of 4.25% plus prime, with a maturity of November 3, 2018.		2,026,970			2,000,000
· Convertible debenture payable to Legent Clearing, LLC at an annual rate of 9.0%. The note matures February 26, 2014, and is convertible into common stock at $.50 per share.		2,000,000			-
· Unsecured note payable to the stockholders of Jesup & Lamont Holding Corporation (former parent of JLSC). The note accrues interest at an annual rate of 4.0%. Interest is payable annually, and the principal is payable at maturity on October 1, 2011.		1,638,895			1,638,895
· Note payable to bank at LIBOR rate plus 10% (currently 10.29%) due on demand with monthly principal payments of $30,000. Converted from a line of credit as explained in Note 6 below.		959,450			1,149,450
· Short term note payable to shareholder, with interest of 8%, originally due on April 2, 2009 but extended to December 31, 2009.		850,000			1,000,000
· Unsecured note payable to investor, interest is payable quarterly at 10% per year, with a maturity of June 7, 2010.		500,000			-
· Unsecured note payable to A. Aysseh, a Company shareholder, principal and interest at 15% per annum, due at maturity date of January 16, 2009; has since become payable on demand.		400,000			400,000
· Subordinated note payable to EFH Partners, interest an annual rate of 20.0%, originally payable at maturity on February 17, 2007. The note was extended to April 1, 2009 at a 4.0% annual interest rate and then modified to become due on demand.		222,500			222,500
· Unsecured note payable which accrues interest at an annual rate of 5.0%. Principal and interest payable on demand.		66,534			66,534
· Unsecured note payable to the Financial Industry Regulatory Authority (“FINRA”), interest at 8.25% per annum, payable monthly thru April 2012.		45,863			45,863

Total principal payable		16,567,369			12,730,400
Less: unamortized discount on note to stockholders of Jesup & Lamont Holding Corporation		(146,661	)		(178,083	)

Total notes payable net of discount	$	16,420,708		$	12,552,317

JESUP & LAMONT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

The annual maturities of principal on the notes payable are as follows:

Year ending December 31
2009 – remaining balance	$	2,505,047
2010		2,613,125
2011		1,652,020
2012		5,770,207
2013		-
Thereafter		4,026,970
	$	16,567,369

Interest on these notes totaled $606,389 and $522,454 for the six months ended June 30, 2009 and 2008, respectively.

6. NOTE PAYABLE TO BANK

On January 31, 2007, we obtained a $2 million credit line from Fifth Third Bank. As part of that credit line agreement, we pledged 100% of EFG's and JLSC's stock as collateral. At December 31, 2007 we had drawn $1,999,450 of the line. The line expired on February 1, 2008 and was converted to a note payable due January 31, 2009 and then extended to April 2, 2009. The note was further extended and converted to a demand note on July 2, 2009, and principal is payable at $30,000 per month. All prior requirements of the original note still exist including the collateral. See Note 5.

7. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES

Accounts payable, accrued expenses and other liabilities consisted of the following:

	June 30,		December 31,
	2009		2008

Accounts payable	$	624,360	$	1,101,365
Accrued payroll		1,893,857		1,282,491
Accrued payroll taxes		1,012,084		112,298
Short term loans		40,000		40,000
EKN settlement accrual		686,517		872,000
Accrued legal		428,685		564,135
Accrued preferred stock dividends		580,112		445,568
Accrued interest on notes		563,169		356,899
Other accrued expenses and liabilities		1,609,187		911,179

TOTAL	$	7,437,971	$	5,685,934

JESUP & LAMONT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

8. DUE TO CLEARING ORGANIZATIONS

The amount due to clearing organizations of $1,264,546 at June 30, 2009 includes a balance of $1,226,537 owed to EFG's former clearing firm, under a promissory note to the clearing broker. A total of $500,000 of this balance relates to a fee charged to enter into the promissory note agreement. This promissory note documents JLI's previous agreement which precludes this clearing broker from collecting this note from EFG. The note bears interest at the Broker's Call Rate plus 2.45%. The note may be paid at anytime but has no defined maturity. The note is personally guaranteed by JLI's Chairman and JLI's President. The note, as had been previously agreed with the clearing broker, is collateralized by warrants held by the Company and is further cross collateralized by all of the shares of JLI held by EFH Partners, Inc.

9. TRADING INCOME

Trading income includes market making revenues which consist of net realized and net unrealized gains and losses on securities traded for the Company's own account. Trading revenues are generated from the difference between the price paid to buy securities and the amount received from the sale of securities. Volatility of stock prices, can result in significant price fluctuations in short periods of time and may result in trading gains or losses. Gains or losses are recorded on a trade date basis. Trading revenues consisted of the following.

	Six months ended June 30,						Three months ended June 30,
	2009			2008			2009			2008
Net realized gains and losses	$	1,898,239		$	4,346,256		$	746,593		$	1,749,158

Unrealized gains		-			744,186			-			186,175
Unrealized losses		(19,731	)		(538,597	)		(14,034	)		(86,878	)

Trading income, net	$	1,878,508		$	4,551,845		$	732,559		$	1,848,455

10. INVESTMENT BANKING INCOME

Investment banking income consists of cash fees and warrants or other securities received as payment for our investment banking services. The Black-Scholes valuation model is used to estimate the fair value of the warrants received. The volatility of stock prices underlying these warrants can result in significant price fluctuations in short periods of time. These fluctuations in the value of the warrants results in warrant gains or losses. Investment banking revenues consisted of the following:

	Six months ended June 30,					Three months ended June 30,
	2009		2008			2009			2008
Investment banking fees cash	$	741,391	$	2,244,449		$	327,480		$	839,662
Gains/(losses) from warrants		1,692,134		(233,963	)		1,523,704			(470,148	)
Investment banking income, net	$	2,433,525	$	2,010,486		$	1,851,184		$	369,514

Warrant gains and losses:

Realized gains	$	1,604,903	$	230,224		$	1,604,903		$	37,159
Unrealized Gains (losses)		87,231		(464,187	)		(81,199	)		(507,307	)

Total Gains/(losses)	$	1,692,134	$	(233,963	)	$	1,523,704		$	(470,148	)

JESUP & LAMONT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

11. EARNINGS (LOSS) PER SHARE

The calculation of earnings (loss) per share is as follows:

	Six months Ended June 30,						Three months Ended June 30,
	2009			2008			2009			2008
Numerator for earnings (loss) per share:
Net earnings (loss)	$	(2,494,572	)	$	(4,997,822	)	$	433,093		$	(4,089,042	)
Preferred stock dividends		(134,544	)		(89,967	)		(43,060	)		(43,234	)

Earnings (loss) attributable to common stockholders	$	(2,629,116	)	$	(5,087,789	)	$	390,033		$	(4,132,276	)

Denominator for earnings (loss) per share:
Basic and diluted weighted-average shares:		28,592,712			14,557,494			28,849,754			15,875,835

Basic and diluted earnings (loss) per share:
Basic earnings (loss) per share	$	(0.09	)	$	(0.35	)	$	0.01		$	(0.26	)

Diluted earnings (loss) per share	$	(0.09	)	$	(0.35	)	$	0.01		$	(0.26	)

The Company’s loss attributable to common stockholders, along with the dilutive effect of potentially issuable common stock due to outstanding options, warrants, and convertible securities causes the normal computation of diluted loss per share to be smaller than the basic loss per share; thereby yielding a result that is counterintuitive. Consequently, the diluted loss per share amount presented does not differ from basic loss per share due to this “anti-dilutive” effect.

At June 30, 2009 and 2008, the Company had potentially dilutive common shares attributable to the following:

	Six months Ended June 30,				Three months Ended June 30,
	2009		2008		2009		2008
Warrants		6,974,242		7,579,964		6,974,242		7,579,964
Stock options		2,033,022		3,431,522		2,033,022		3,431,522
Convertible preferred stock Series C,F and G		3,554,449		3,654,447		3,554,449		3,654,447
Convertible notes		6,408,840		2,672,437		6,408,840		2,672,437
Warrants subscribed		2,015,075		547,265		2,015,075		547,265

		20,985,628		17,885,635		20,985,628		17,885,635

JESUP & LAMONT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

12. EQUITY

During the six months ended June 30, 2009 the Company received and recorded stock subscriptions totaling $2,190,000 for stock offerings to be completed during the third quarter of 2009.

The table below outlines the conversion price of all outstanding convertible preferred stock issues:

Convertible Issue	Outstanding Shares		Preferred Dividend Rate			Convertible to Common Shares		Conversion Price
Series C participating, cumulative convertible preferred stock, 8000 shares authorized, liquidation preference at the $100 per share stated value.		7,062		7.5	%		353,100	$	2.00

Series F participating, cumulative convertible preferred stock, 877,000 shares authorized, liquidation preference at the $3.25 per share stated value.		719,989		4.0	%		719,989	$	3.25

Series G participating, cumulative convertible preferred stock, 4000 shares authorized, liquidation preference at the $1000 per share stated value.		1,688		10.0	%		2,481,360	$	0.68

Totals		728,739					3,554,449

13. INCOME TAXES

The current loss for the six months ended June 30, 2009 results in an increase in the Company’s net operating loss carryforward and causes the net deferred tax assets to increase by $153,000 to $12,635,000 at June 30, 2009 from $12,482,000 at December 31, 2008. Management increased the valuation allowance to $10,518,000 or a net of $2,117,000, resulting in no deferred taxes for the six months ended June 30, 2009.

The Company has net operating loss carry forwards for federal tax purposes of approximately $29,000,000 which expire in years 2022 through 2029. The amount deductible per year is limited to $576,000 on loss carryforwards of $4,376,000 and unlimited on the remaining loss carryforwards under current tax regulations. The realization of future tax benefits from its deferred tax assets depends on the Company’s ability to produce earnings sufficient to use its operating loss carry forwards. The need to provide an additional valuation allowance is being evaluated by management.

14. COMMITMENTS AND CONTINGENCIES

Regulatory and Legal Matters

A competing brokerage firm commenced arbitration by filing a Statement of Claim on October 14, 2005 before FINRA alleging, among other things, that EFG improperly solicited Claimant's brokers for employment with EFG. To that end, Claimant asserted claims against EFG for tortuous interference with contractual relationships and aiding and abetting breach of fiduciary duty. Claimant sought $10,000,000 in damages from EFG. This claim was settled in 2009 with no damages to EFG.

JESUP & LAMONT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

There is a claim pending against the Company in the amount of $4,000,000 for breach of non-solicitation contract. Final hearing is scheduled for October 2009. In the opinion of management and Company councel the outcome of this claim will not have a material adverse affect on the Company’s financial position.

A former employee has filed a claim against the Company in the amount of $5 million alleging employee discrimination. Another former employee has filed a claim against the Company in the amount $500,000 alleging breach of contract and wrongful termination. A former broker has filed a claim against the Company in the amount of $1 million alleging excessive charges. The Company intends to defend these claims vigorously and in the opinion of management, based on its discussions with legal counsel, the outcome of these claims will not result in a material adverse affect on the financial position or results of operations of the Company or its subsidiaries.

Customer Complaints and Arbitration

The Company's subsidiaries' business involves substantial risks of liability, including exposure to liability under federal and state securities laws in connection with the underwriting or distribution of securities and claims by dissatisfied clients for fraud, unauthorized trading, churning, mismanagement and breach of fiduciary duty. In recent years there has been an increasing incidence of litigation involving the securities industry, including class actions which generally seek rescission and substantial damages. In the ordinary course of business, the Company operating through its subsidiaries and its principals is, and may become a party to additional legal or regulatory proceedings or arbitrations. The Company is not currently involved in any additional legal or regulatory proceeding or arbitrations, the outcome of which is expected to have a material adverse impact on the Company's business.

On January 15, 2009, the Company announced that EFG had filed a $25 million arbitration claim against one of its clearing brokers, Penson Financial Services, Inc., a NASDAQ listed company, its CEO, Phil Pendergraft, its President, Daniel Son and its Chairman, Roger Engemoen. EFG’s causes of action include extortion, civil theft, conspiracy, tortuous interference with contractual relationships and aiding and abetting breach of fiduciary duty. The claims relate to the assistance Penson provided in connection with a fraud perpetrated upon EFG, Penson’s collusion with a “raid” of EFG’s global execution services business, and Penson’s inappropriate demands for payments in connection with EFG’s closure by FINRA in April 2008.

EFG further alleges that Penson sought to profit by making false statements to FINRA, EFG’s primary regulator, in the interest of closing the firm. Thereafter, Penson demanded payments of over $1 million before EFG could reopen. Penson has also seized a $1.6 million clearing deposit of EFG’s as well as commission revenue. As a result of these acts, the brokerage firm has sustained significant harm. It is management’s opinion, based on the advice of counsel that the Company will prevail in this matter.

NYSE AMEX Listing

On February 11, 2008, the Company received notice from the NYSE Amex (formerly, the American Stock Exchange) that it is not in compliance with certain standards for continued listing contained in Section 121(B)(2)(c) of the NYSE AMEX Company Guide, which require that the Company must (1) maintain a board of directors comprised of at least 50% independent directors, and an audit committee of at least two members, comprised solely of independent directors who also meet the requirements of Rule 10A-3 under the Securities Exchange Act of 1934 and (2) hold a 2008 annual meeting of shareholders. The Company has complied with the first of these requirements and believes it resolved the second deficiency when it held its annual meeting of stockholders on June 23, 2009. However, the NYSE AMEX is reviewing the Company’s satisfaction of its plan of compliance, and will ascertain whether the Company meets all other applicable NYSE AMEX standards.

JESUP & LAMONT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

15. OFF BALANCE SHEET RISKS

Clearing Arrangements.

We do not carry accounts for customers or perform custodial functions related to customers' securities. We introduce all of our customer transactions to our clearing brokers, who maintain our customers' accounts and clear such transactions. Additionally, the clearing brokers provide the clearing and depository operations for our proprietary securities transactions. These activities may expose the Company to off-balance-sheet risk in the event that customers do not fulfill their obligations with the primary clearing brokers, as we have agreed to indemnify our clearing brokers for any resulting losses. We continually assess risk associated with each customer who is on margin credit and record an estimated loss when we believe collection from the customer is unlikely.

Customer Claims, Litigation and Regulatory Matters.

In the normal course of business, we have been and continue to be the subject of civil actions and arbitrations arising out of customer complaints relating to our broker dealer activities, as an employer and as a result of other business activities.

We have sold securities which we do not currently own and therefore will be obligated to purchase the securities at a future date. We have recorded these obligations in our financial statements at June 30, 2009 at the market values of the securities and will incur a loss if the market value increases subsequent to June 30, 2009. The occurrence of these off-balance sheet losses could impair our liquidity and force us to reduce or curtail operations.

16. CONCENTRATION OF CREDIT RISKS

Our cash in bank accounts at times exceeds the Federal Deposit Insurance Corporation ("FDIC") insurable limits however, management believes that the risk of loss is negligible. We have not experienced any previous losses, and don’t anticipate any future losses due to this condition.

17. NET CAPITAL REQUIREMENTS AND VIOLATIONS OF BROKER DEALER SUBSIDIARIES

JLSC, is subject to the requirements of the Net Capital Rule (Rule 15c3-1) under the Securities Exchange Act of 1934, which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, does not exceed 15 to 1. Net capital and related ratio of aggregate indebtedness to net capital, as defined, may fluctuate on a daily basis.

At June 30, 2009, JLSC had net capital of $1,819,415, which was $1,581,869 above the required net capital of $237,546. JLSC ratio of aggregate indebtedness to net capital was 1.96 to 1 as of June 30, 2009. JLSC is exempt from Rule 15c3-3 because all customer transactions are cleared through other broker-dealers on a fully-disclosed basis.

In November 2008, EFG was out of compliance with the above Net Capital Rule and, accordingly, EFG immediately ceased conducting a securities business, other than liquidating transactions. In March 2009 EFG filed a Broker Dealer withdrawal with FINRA.

JESUP & LAMONT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

18. LIQUIDITY MATTERS/GOING CONCERN CONSIDERATION

The Company incurred losses for the past two years and through the first quarter ended March 31, 2009. In addition, the Company has an accumulated deficit at June 30, 2009 of $35,537,194, and negative cash flows from operating activities for the six months ended June 30, 2009.

The results of our operations have been adversely impacted due to the general downturn of the market and economic conditions; the ceasing of business of EFG in November 2008 due to an adverse litigation settlement; the slowdown in activity due to the conversion to a new clearing firm; the startup of a fixed income division which incurred substantial costs but has had slower revenue growth than expected due to the economy and costs of building an equity research platform.

Our plan for future operations has several different aspects. We have reduced our overhead costs by combining tasks which helped eliminate positions, restructured various contracts with vendors to lower general and administrative expenses and reworked payout percentages to improve profit margin in our retail unit. In addition, to lower costs we have taken several steps to increase revenues as outlined below:

Increase our trading revenues by adding additional stocks in which we make a market;

Expand our trading capabilities by establishing fixed income trading desks that serve both institutional and retail clients;

Expand our institutional trading activities by continuing to add quality trading personnel with existing institutional clients;

Continue to recruit quality registered representatives;

Expand our offering of proprietary financial products to our retail and institutional customers;

Continue to look for and close acquisitions of similar businesses.

If our plans change, or our assumptions change or prove to be inaccurate, or if our available cash otherwise proves to be insufficient to implement our business plans, we may require additional financing through subsequent equity or debt financings. The Company cannot predict whether additional funds will be available in adequate amounts or on acceptable terms. If funds are needed but not available, the Company's business would be jeopardized.

Given the uncertain economic environment and the pressure that the financial sector has been under, the Company plans to raise additional equity capital or financing in 2009 for working capital. By doing so, the Company believes that it will protect itself against any future negative consequences that may arise if the economy continues to decline. During the six months ended June 30, 2009, we have been able to raise $6,865,000 through a combination of equity and financing. The Company also has an acquisition plan which contemplates raising debt and equity capital to finance the acquisitions.

ITEM 2.

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

The following discussion of our financial condition and results of operations should be read in conjunction with the Selected Consolidated Financial Data and the Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2008, as previously filed with the Securities and Exchange Commission. Our significant accounting policies are disclosed in the Notes to Consolidated Financial Statements found in our Annual Report on Form 10-K for the year ended December 31, 2008.

This Form 10-Q contains statements about future events and expectations which are "forward looking statements". Any statement in this Form 10-Q that is not a statement of historical fact may be deemed to be a forward looking statement. Forward-looking statements represent our judgment about the future and are not based on historical facts. These statements include: forecasts for growth in the number of customers using our service, statements regarding our anticipated revenues, expense levels, liquidity and capital resources and other statements including statements containing such words as "may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate," "continue" or "plan" and similar expressions or variations. These statements reflect the current risks, uncertainties and assumptions related to various factors including, without limitation, fluctuations in market prices, competition, changes in securities regulations or other applicable governmental regulations, technological changes, management disagreements and other factors described under the heading "Factors affecting our operating results, business prospects, and market price of stock" contained in our Annual Report on Form 10-K for the year ended December 31, 2008, as previously filed with the SEC. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described in this report as anticipated, believed, estimated or intended. We undertake no obligation to update, and we do not have a policy of updating or revising, these forward-looking statements. Except where the context otherwise requires, the terms "we," "us," or "our" refer to the business of Jesup & Lamont, Inc. and its wholly-owned subsidiaries.

COMPANY OVERVIEW

We were incorporated in Florida in February 2000. Most of our business is conducted through our wholly owned subsidiary Jesup & Lamont Securities Corporation (JLSC). Empire Financial Group, Inc. (EFG) was founded in 1992 and merged into Empire Financial Holding Company in 2000. On November 12, 2008, EFG was out of compliance with the SEC's Net Capital Rule 15c3-1 and, accordingly, ceased conducting a securities business, other than liquidating transactions, while remaining out of compliance with this rule. EFG's out of compliance condition was caused by an arbitration award against it for $772,000 plus costs and fees of approximately $100,000, notice of which was received by EFG on November 12, 2008. See Note 14 to the financial statements for further details. On November 10, 2006, effective as of November 1, 2006, we acquired Jesup & Lamont Securities Corporation. Effective January 2, 2008, we changed the name of Empire Financial Holding Company to Jesup & Lamont, Inc. Accordingly, the following discussion and analysis of our financial condition and results of operations is based on the combined results of these businesses.

JLSC is our financial brokerage services subsidiary providing brokerage services to full service retail and institutional customers. We provide our employee and independent registered representatives and advisors back office compliance and administrative services over the telephone at 1-800-569-3337 or through their designated registered representative. We provide our retail customers access to useful financial products and services through our website and by telephone. Our customers may, upon request, also receive advice from our brokers regarding stock, bonds, mutual funds and insurance products. We also provide securities execution and market making services, providing execution services involving filling orders to purchase or sell securities received from unaffiliated broker dealers on behalf of their retail customers. We typically act as principal in these transactions and derive our net trading revenues from the difference between the price paid when a security is bought and the price received when that security is sold. We typically do not receive a fee or commission for providing retail order execution services.

Additionally through EIA and JLSC, we offer fee-based investment advisory services to our customers, independent registered investment advisors and unaffiliated broker dealers. These services are web-based and are delivered through a platform that combines a variety of independent third party providers.

Services include access to separate account money managers, managed mutual fund portfolios, asset allocation tools, separate account manager and mutual fund research, due diligence and quarterly performance review. We charge our customers an all-inclusive fee for these services, which is based on assets under management. As of December 31, 2008, the annual fee was equal to approximately 140 basis points times the assets under management.

RESULTS OF OPERATIONS:

New senior management joined the firm at various times over the last 12 months. The focus of management was to increase the firm’s profitability by focusing on more profitable businesses sectors while exiting units that were marginal. A significant strategy was to establish a fixed income division. In addition to having higher margins that those in retail brokerage and institutional equities, fixed income also allowed the company to enhance its retail brokerage business through fixed income transactions and generated potential banking fees through debt issuances.

The plan was hurt by the downturn in the economy and the negative impact that the economy had in the financial markets. Additionally, our Empire Financial Group (EFG) had certain legacy issues that eventually led to the shut down of that unit’s brokerage activities. In response to those issues, management refocused its business strategy. The two main objectives were a renewed focus on recruitment with an emphasis in retail brokerage and expense reductions to have the firm’s expense structure better coincide with the downturn in the financial markets. Most of those cost changes were implemented at the tail end of the March 31, 2009, quarter and the results of those reductions are first appearing in the quarter that just ended on June 30, 2009. As well, the firm’s recruitment has led to the rebuilding of our retail brokerage unit and revenues from that sector have had strong growth during the past quarter. Our recruitment on the fixed income and institutional equities platform has been accelerated in the past month and we expect that those business’ will start to see improved growth during the next quarter.

The results of our operations for the six months ended June 30, 2009 as compared to the same period in 2008 were adversely impacted by general market and economic conditions. In addition, EFG was required by FINRA to cease doing business as a broker dealer in November 2008, due to an adverse litigation settlement. This has significantly reduced our Retail business line as we could not move those retail customers to JLSC due to regulatory and operational limitations. To offset the loss of EFG’s retail business we are in the process of expanding the retail business in JLSC, and are seeing improvements therein.

In the six months ended June 30, 2009, commissions generated from retail were $12,132,645. During the same period of 2008, commissions from retail were $15,052,896. The reduction was caused by the following reasons: 1) loss of brokers due to the closing of the EFG broker dealer, 2) the economic downturn and related uncertainty in the financial markets and 3) slowdown in activity due to the conversion to a new clearing firm. In March 2009, the Company began a new relationship with a new clearing firm. We anticipated that all accounts would have been moved by the beginning of March 2009. However, due to some operational issues at our old clearing firm, the conversion was not completed until the end of the month. Starting in April 2009 all significant retail accounts were moved.

Equity trading revenues for the six months ended June 30, 2009 were $1,878,508 as compared to the same period in 2008 of $4,551,845. The reduction resulted from EFG ceasing business as noted above and our reduction of this business as market opportunities have declined with the economic downturn.

During May 2008 we added a fixed income trading business to our product group and recruited a well known individual with a proven history to build this business. Although we believe that adding fixed income trading to our business model will strengthen the foundation of our business for the future, we have incurred substantial start up costs. Due to economic uncertainty, the revenue growth has been slower than expected.

In addition, we have also built a quality equity research department that focuses on institutional sales. The building of this department also resulted in increased compensation and other overhead expenses. However, due to the downturn in the economy and the uncertainty of the financial markets, the anticipated revenue from this initiative has been slower than originally anticipated. In March 2009, management decided to do a thorough review of its expense structure and as a result, decided to cut costs through employee dismissals and renegotiations of various contracts. As part of that cost cutting effort, senior management has taken significant reductions in their compensation. Those cost reductions were completed in March 2009 and we started seeing the benefit of these reductions in the second quarter of 2009.

Our investment banking business has improved to prior year levels for the first six month period. During the second quarter of 2009 we benefited from the sale of warrants earned from prior investment banking transactions. We earned $1,604,903 on the sale of these warrants.

Further discussions of the results of our operations are provided below.

Three months ended June 30, 2009 compared to three months ended June 30, 2008:

Revenues:

Total revenues for the three months ended June 30, 2009 were $9,937,559, an increase of $312,991, or 3% of total revenues for the same period in 2008. This increase is primarily attributable to the reasons described below:

Commissions and fees revenues for the three months ended June 30, 2009 were $7,353,816, a decrease of $52,783 or approximately 1%, from our commissions and fees revenues of $7,406,599 for the comparable period in 2008. The negligible decrease reflects our successful efforts in transitioning our retail business from EFG, which was closed in November 2008, to JLSC as noted above. Commissions and fees revenues accounted for approximately 74% and 77%, of our total revenues for the three month periods ended June 30, 2009 and 2008, respectively.

For the three months ended June 30, 2009 trading income was $732,559, a decrease of $1,115,896, or approximately 60%, from our trading income of $1,848,455 for the comparable period in 2008. This decrease is attributable to EFG ceasing operations in November 2008 and the uncertainty in the financial markets. Trading income accounted for approximately 8% and 19% of our total revenues for the three month periods ended June 30, 2009 and 2008, respectively.

For the three months ended June 30, 2009, our investment banking revenues were $327,480, a decrease of $512,182, or 61%, from our investment banking revenues of $839,662 for the comparable period in 2008. The decrease was primarily due to general market conditions confronting the financial services industries. Investment banking revenues accounted for approximately 3% and 9% of our revenues for the three month periods ended June 30, 2009 and 2008, respectively.

For the three months ended June 30, 2009 gains on securities received from investment banking services were $1,523,704, an increase of $1,993,852, or approximately 424%, from a loss of ($470,148) for the comparable period in 2008. The increase was primarily due to sale of warrants we had earned from previous activities. Gains and losses on securities received for investment banking services accounted for approximately 15% and (5%) of our total revenues for the three month periods ended June 30, 2009 and 2008, respectively.

Expenses:

Employee compensation and benefits were $3,983,168 and $5,207,603 for the three months ending June 30, 2009 and 2008, respectively. Employee compensation decreased $1,224,435, or 24%. The reduction was due to reduced employee commissions, as total commissionable revenues have decreased 17%, and from the benefit of our cost and expense restructuring efforts started earlier this year.

Commissions, clearing and execution costs were $3,771,009 and $5,782,462 for the three months ending June 30, 2009 and 2008, respectively. The decrease of $2,011,453, or 35%, was primarily a result of Commissionable revenue decline of 17%, and our restructuring of the commission payouts of 18%.

General and administrative expenses were $1,240,183 and $2,502,933 for the three months ending June 30, 2009 and 2008, respectively. The decrease of $1,262,750, or 50%, results from expense restructuring taken during the first quarter of 2009. Professional fees, travel and entertainment, and conference expenses were significant components of this reduction.

Interest expense was $369,600 and $781,925 for the three months ending June 30, 2009 and 2008, respectively. The decrease of $412,325, or 53%, was attributable to a payment of a one time financing fee of $500,000 to one of our clearing firms in 2008. See Note 8 to the Consolidated Financial Statements for details.

In May 2008, the Company entered into settlement agreements with two former officers. The agreements included offsetting receivables owed to JLI totaling $675,297 against the note payable by JLI to the former officers totaling $861,105. As part of his settlement agreement one of the former officers also received the rights to certain investment banking engagements and transferred 524,118 shares of JLI's common stock to JLI. We recorded the stock received as $733,765 of treasury stock valued at the closing market price ($1.40 per share) on the date we entered into the settlement agreement. The gain recognized on these transactions totaled $806,744 after deduction of $112,829 of accelerated discount amortization related to the canceled notes payable. This gain is included in other income for 2008.

As a result of the prior income tax valuation allowances and tax loss carryforwards, the provision for income taxes was zero for the three months ended June 30, 2009.

As a result of the items discussed in the preceding paragraphs, the Company had net income of $433,093 for the three months ended June 30, 2009 as compared to a net loss of $4,089,042 for the three months ended June 30, 2008.

Six months ended June 30, 2009 compared to six months ended June 30, 2008:

Revenues:

Total revenues for the six months ended June 30, 2009 were $16,444,678, a decrease of $5,170,549, or 24% of total revenues for the same period in 2008. This decrease is primarily due to the reasons described below:

Commissions and fees revenues for the six months ended June 30, 2009 were $12,132,645, a decrease of $2,920,251 or approximately 19%, from our commissions and fees revenues of $15,052,896 for the comparable period in 2008. The decrease was primarily due to EFG ceasing operations in November 2008. We are in the process of rebuilding the retail business line since we could not consolidate the EFG retail business with JLSC. Commissions and fees revenues accounted for approximately 74% and 70%, of our total revenues for the six month periods ended June 30, 2009 and 2008, respectively. As stated previously, the Company exited low margined businesses and entered into higher margin units. However, due to the difficult economic environment, the revenue from new units has been slower to develop than originally estimated.

For the six months ended June 30, 2009 trading income was $1,878,508, a decrease of $2,673,337, or approximately 59%, from our trading income of $4,551,845 for the comparable period in 2008. This decrease is primarily due to EFG ceasing operations in November 2008 and the uncertainty in the financial markets. Trading income accounted for approximately 11% and 21% of our total revenues for the six month periods ended June 30, 2009 and 2008, respectively.

For the six months ended June 30, 2009, our investment banking revenues were $741,391, a decrease of $1,503,058, or 67%, from our investment banking revenues of $2,244,449 for the comparable period in 2008. The decrease was primarily due to general market conditions confronting the financial services industries. Investment banking revenues accounted for approximately 5% and 10% of our revenues for the six month periods ended June 30, 2009 and 2008, respectively.

For the six months ended June 30, 2009 gains on securities received from investment banking services were $1,692,134, an increase of $1,926,097, or approximately 823%, from our losses of $233,963 for the comparable period in 2008. The increase was primarily due to sale of warrants we had earned from previous activities. Gains and losses on securities received for investment banking services accounted for approximately 10% and (1%), of our total revenues for the six month period ended June 30, 2009 and 2008, respectively.

Expenses:

Employee compensation and benefits were $8,574,346 and $10,841,405 for the six months ending June 30, 2009 and 2008, respectively. Employee compensation decreased $2,267,059, or 21%. The reduction was due to reduced employee commissions, as total commissionable revenues have decreased 32%, and from the benefit of our cost and expense restructuring efforts started earlier this year.

Commissions, clearing and execution costs were $6,444,242 and $10,811,607 for the six months ending June 30, 2009 and 2008, respectively. The decrease of $4,367,365, or 40%, was due primarily to a decrease in commissionable revenues of 32%, plus our restructuring of commission payouts which occurred in the first quarter.

General and administrative expenses were $3,029,586 and $4,183,380 for the six months ending June 30, 2009 and 2008, respectively. The decrease of $1,153,794, or 28%, was due primarily to decreases in travel and entertainment, professional fees, and occupancy costs resulting from our cost cutting efforts.

Interest expense was $606,389 and $1,097,612 for the six months ending June 30, 2009 and 2008, respectively. The decrease of $491,223, or 45%, was due primarily to a payment of a one time financing fee of $500,000 to one of our clearing firms in 2008. See Note 8 to the Consolidated Financial Statements for details.

As a result of the prior income tax valuation allowances and tax loss carryforwards, the provision for income taxes was zero for the six months ended June 30, 2009.

As a result of the items discussed in the preceding paragraphs, the Company incurred a net loss of $2,494,572 for the six months ended June 30, 2009 as compared to a net loss of $4,997,822 for the six months ended June 30, 2008.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2009, we had $32,449,691 in total assets, of which, $4,710,508 or approximately 14% consisted of cash or assets readily convertible into cash, principally securities owned and receivables from clearing brokers, which include interest bearing cash balances held with our clearing organization. At June 30, 2009, we had liabilities due within one year totaling $11,496,183. Historically, we have financed our operating cash deficits from private placements of stock and debt offerings.

Stockholders' equity increased $152,541 to $6,966,146 at June 30, 2009, compared to $6,813,605 at December 31, 2008. This increase is attributable to additional stock subscriptions, offset by net losses incurred for the period.

Net cash used by operations for the six months ended June 30, 2009 was $3,903,422 as opposed to net cash used by operations for the same period in 2008 of $7,045,183. The principal uses of cash in 2009 were an increase in deposits at the clearing brokers of $2,385,164 mainly from the proceeds of a note of $2,000,000 from one of the clearing brokers, the net loss, net of non-cash adjustments, of $2,080,579 and the increase in the amounts due from the clearing brokers of $1,235,766. These amounts were partially offset by the increase in accounts payable, accrued expenses and other liabilities of $1,711,643.

Cash used in investing activities for the six months ended June 30, 2009 was $2,910,216. The Company invested $2,102,543 in a bank certificate of deposit, and invested $662,068 in notes receivable from registered sales representatives primarily to expand its Boca Raton and Ft. Lauderdale offices. The Company also used $145,605 and $288,674 to purchase furniture and equipment during the six months ended June 30, 2009 and 2008, respectively.

Cash provided from financing activities for the six months ending June 30, 2009 was $6,524,999. The Company raised $2,190,000 and $4,600,000 from the sale of common stock subscriptions and new loans, respectively, and made payments of $340,031 against notes payable. An additional $75,000 was raised by increasing the loan from the clearing firm.

Our plan for future operations has several different aspects. We have cut our overhead costs by combining tasks which helped eliminate positions, restructured various contracts with vendors to lower general and administrative expenses and reworked payout percentages to improve profit margin in our retail unit. In addition, to lower costs we have taken several steps to increase revenues as outlined below:

Increase our trading revenues by adding additional stocks in which we make a market;

Expand our trading capabilities by establishing fixed income trading desks that serve both institutional and retail clients;

Expand our institutional trading activities by continuing to add quality trading personnel with existing institutional clients;

Continue to recruit quality registered representatives;

Expand our offering of proprietary financial products to our retail and institutional customers;

Continue to look for and close acquisitions of similar businesses.

If our plans change, or our assumptions change or prove to be inaccurate, or if our available cash otherwise proves to be insufficient to implement our business plans, we may require additional financing through subsequent equity or debt financings. During the six months ended June 30, 2009, we have raised a total of $6,865,000 from equity and debt financings. The Company cannot predict whether additional funds will be available in adequate amounts or on acceptable terms. If funds are needed but not available, the Company's business would be jeopardized.

Given the uncertain economic environment and the pressure that the financial sector has been under, the Company plans to raise additional equity capital in 2009 for working capital. By doing so, the Company believes that it will protect itself against any future negative consequences that may arise if the economy continues to decline. The Company also has an acquisition plan which contemplates raising debt and equity capital to finance the acquisitions.

The Company has implemented many operating changes which are expected to benefit operations in the future. The more notable of these changes have been to eliminate our proprietary trading and begin consolidating operations of our broker dealers.

The Company anticipates raising additional capital in 2009 to finance the operations of the Company and provide sufficient liquidity through at least December 31, 2009.

MARKET RISK

Market risk generally represents the risk of loss that may result from the potential change in the value of a financial instrument as a result of fluctuations in interest and currency exchange rates, equity and commodity prices, changes in the implied volatility of interest rates, foreign exchange rates, equity and commodity prices and also changes in the credit ratings of either the issuer or its related country of origin. Market risk is inherent to both derivative and non-derivative financial instruments, and accordingly, the scope of our market risk management procedures extends beyond derivatives to include all market risk sensitive financial instruments.

We are engaged in various trading and brokerage activities in which counterparties primarily include broker-dealers, banks and other financial institutions. In the event counterparties do no fulfill their obligations, we may be exposed to risk. The risk of default depends on the creditworthiness of the counterparty or issuer of the instrument. It is our policy to review, as necessary, the credit standing of each counterparty. We have performed a Company wide analysis of our financial instruments and assessed the related risk. Based on this analysis, we believe the market risk associated with our financial instruments at June 30, 2009 will not have a material adverse effect on our consolidated financial position or results of operations.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements which have been prepared in conformity with accounting principles generally accepted in the United States of America. Because we operate in the financial services industry, we follow certain accounting guidance used by the brokerage industry. Our consolidated balance sheet is not separated into current and non-current assets and liabilities. Certain financial assets, such as trading securities are carried at fair market value on our consolidated statements of financial condition while other assets are carried at historic values.

We account for income taxes on an asset and liability approach to financial accounting and reporting. Deferred income tax assets and liabilities are computed annually for differences between the financial and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred asset will not be realized. Income tax expense is the tax payable or refundable for the period, plus or minus the change during the period in deferred tax assets and liabilities.

ACCOUNTING FOR CONTINGENCIES

We accrue for contingencies in accordance with Statement of Accounting Standards ("SFAS") No. 5, "Accounting for Contingencies," when it is probable that a liability or loss has been incurred and the amount can be reasonably estimated. Contingencies by their nature relate to uncertainties that require our exercise of judgment both in assessing whether or not a liability or loss has been incurred and estimating the amount of probable loss.

USE OF ESTIMATES

Note 2 to our consolidated financial statements contains a summary of our significant accounting policies, many of which require the use of estimates and assumptions that affect the amounts reported in the consolidated financial statements for the periods presented. We believe that certain of our significant accounting policies are based on estimates and assumptions that require complex, subjective judgments which can materially impact reported results.

GOODWILL AND OTHER INTANGIBLE ASSETS

Under SFAS 142, Goodwill and Other Intangible Assets, the fair value of an asset (or liability) is the amount at which that asset (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale. Thus, the fair value of a reporting unit refers to the amount at which the unit as a whole could be bought or sold in a current transaction between willing parties. Quoted market prices in active markets are the best evidence of fair value and shall be used as the basis for the measurement, if available. However, the market price of an individual equity security (and thus the market capitalization of a reporting unit with publicly traded equity securities) may not be representative of the fair value of the reporting unit as a whole. The quoted market price of an individual equity security, therefore, need not be the sole measurement basis of the fair value of a reporting unit. Substantial value may arise from the ability to take advantage of synergies and other benefits that flow from control over another entity. Consequently, measuring the fair value of a collection of assets and liabilities that operate together in a controlled entity is different from measuring the fair value of that entity's individual equity securities. An acquiring entity often is willing to pay more for equity securities that give it a controlling interest than an investor who would pay for a number of equity securities representing less than a controlling interest. That control premium may cause the fair value of a reporting unit to exceed its market capitalization.

Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The fair value of each reporting unit is estimated using a discounted cash flow methodology. This requires significant judgments including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth of the Company's business, the useful life over which cash flows will occur, and determination of the Company's weighted average cost of capital. Changes in these estimates and assumptions could materially affect the determination of fair value and potential goodwill impairment for each reporting unit.

If the Company subsequently determines its goodwill and other intangible assets have been impaired, the Company may have to write off a portion or all of such goodwill and other intangible assets. If all goodwill and other intangible assets were written off, the Company would record a non cash loss approximating $17.4 million to operations and stockholders' equity.

MARKET-MAKING ACTIVITIES

Securities owned and securities sold, but not yet purchased, which primarily consist of listed, over-the-counter, American Depository Receipts, foreign ordinary stocks, and domestic fixed income securities are carried at market value and are recorded on a trade date basis. Market value is estimated daily using market quotations available from major securities exchanges and dealers.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS NOT YET EFFECTIVE

There are no recently issued accounting pronouncements which are not yet effective which would have a material effect on our financial condition or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information required by this item.

ITEM 4T. CONTROLS AND PROCEDURES

The Company’s management, including the principal executive officer and principal financial officer, have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in exchange act rules 13a-15(e)) as of the end of the period covered by this report. Based upon that evaluation, the Company’s principal executive officer and principal financial officer have concluded that the disclosure controls and procedures as of June 30, 2009 are effective to ensure that information required to be disclosed in the reports the Company files or submits under the exchange act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the principal executive officer and principal financial officer, to allow timely decisions regarding disclosure.

(b) Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting which occurred during the most recent fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Footnote 14 of the Notes to Condensed Consolidated Financial Statements.

ITEM 1A. RISK FACTORS

There are no material changes from the risk factors set forth in Item 1 - "Description of Business - Risk Factors", of our Annual Report on Form 10-K for the year ended December 31, 2008. Please refer to that section for disclosures regarding the risks and uncertainties related to our business.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the six months ended June 30, 2009 JLI received stock subscriptions totaling $2,190,000 for a stock offering to be offered during the third quarter of 2009.

The above sales were made for investment by accredited investors and will be issued without registration under the Securities Act of 1933, as amended, pursuant to the exemptions provided under sections 4(6) and 4(2) thereof, and pursuant to the exemption provided by Regulation D. All the securities are restricted securities and will bear a restrictive legend and be subject to stop transfer restrictions.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company held its combined 2008 & 2009 annual meeting of stockholders on June 23, 2009. The matters voted on and approved by the stockholders were as follows:

(a)

Election of Directors. Presented below are the votes cast for each Director nominee.

Name	For		Withheld
Donald A. Wojnowski Jr.		17,649,200		362,818
Steven M. Rabinovici		17,713,199		298,819
Alan Weichselbaum		17,710,201		301,817
Benjamin J. Douek		17,726,710		285,308
John C. Rudy		17,726,710		285,308
Mark A. Wilton		17,698,927		313,091

(b)

Votes cast with respect to the approval of an amendment and restatement of the Company’s 2007 Incentive Compensation Plan to increase the maximum number of shares to be eligible for grant under the Plan by 6,000,000, up to an aggregate of 10,000,000 shares:

For		Against		Abstain		Brokers Non-Vote
12,157,053		91,500		1,140,063		4,623,322

(c)

Votes cast with respect to the approval of the proposed issuance of up to 20,000,000 shares of our Common Stock in exchange for and payment of an aggregate amount of up to $10,000,000 of our outstanding debt:

For		Against		Abstain		Brokers Non-Vote
13,281,628		85,868		21,200		4,623,322

(d)

Votes cast with respect to the approval of the proposed issuance of shares ofour Common Stock in payment of $116,164 of liquidated damages:

For		Against		Abstain		Brokers Non-Vote
13,288,570		77,926		22,200		4,623,322

(e)

Votes cast with respect to the approval of a stock purchase plan to enable us to sell and issue up to $10,000,000 of shares of our Common Stock to our directors, officers, employees or consultants:

For		Against		Abstain		Brokers Non-Vote
13,287,516		100,380		800		4,623,322

(f)

Votes cast with respect to the approval of a compensation plan to enable us to issue shares of our Common Stock to our employees or independent consultants as a portion of their compensation:

For		Against		Abstain		Brokers Non-Vote
13,282,191		105,805		700		4,623,322

(g)

Votes cast with respect to the approval of an amendment to our Articles of Incorporation to increase our number of authorized shares of Common Stock and Preferred Stock by 100,000,000 and 1,000, respectively :

For		Against		Abstain		Brokers Non-Vote
13,275,428		92,268		21,000		4,623,322

(h)

Votes cast with respect to the ratification of the selection of Rosen Seymour Shapss Martin & Company LLP, successor to Miller Ellin & Company, LLP, as Jesup’s independent auditors for the fiscal year ended December 31, 2008 and for the fiscal year ending December 31, 2009:

For		Against		Abstain
17,817,850		17,740		176,428

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Principal Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Principal Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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.

	JESUP & LAMONT, INC.
	(Registrant)

Date: Aug 12, 2009	By:	/s/	Steven M. Rabinovici
			Steven M. Rabinovici
			Principal Executive Officer

Date: Aug 12, 2009		/s/	Alan Weichselbaum
			Alan Weichselbaum
			Principal Financial Officer

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