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

                                    FORM 8-K

                                 CURRENT REPORT

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

       Date of Report (date of earliest event reported): November 30, 2005

                        NATIONAL INVESTMENT MANAGERS INC.
               (Exact Name of Registrant as Specified in Charter)

        Florida                       000-51252                 59-2091510
(State of Incorporation)       (Commission File Number)       (IRS Employer
                                                            Identification No.)

                          830 Third Avenue, 14th Floor
                               New York, NY 10022
               (Address of principal executive offices) (Zip Code)

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

          (Former name or former address, if changed since last report)

                                   Copies to:
                             Gregory Sichenzia, Esq.
                            Stephen M. Fleming, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))


                                       1
<PAGE>

Item 1.01         Entry into a Material Definitive Agreement
Item 2.01         Completion of Acquisition or Disposition of Assets;
Item 2.03         Creation of a Direct Financial Obligation; and
Item 3.02         Unregistered Sales of Equity Securities.

ABR Acquisition

On November 1, 2005, National Investment Managers Inc. (the "Company") entered
into an Asset Purchase Agreement (the "Agreement") with American Benefit
Resources, Inc., a Connecticut corporation ("ABR"). Pursuant to the Agreement,
the Company agreed to acquire and, ABR agreed to sell, substantially all of the
assets of ABR. The acquisition of ABR by the Company closed on November 30,
2005. In consideration for the assets, the Company paid ABR $8,000,000 in cash,
issued to IBF Fund Liquidating, LLC, ABR's parent company, 671,141 shares of
common stock (the "ABR Shares") and assumed various liabilities. Upon execution
of the Agreement, the Company transferred $1,000,000 in cash to an escrow agent
as a deposit (the "Escrow Amount"). On or prior to closing, the following
amounts were disbursed:

            o     the Escrow Amount plus interest in the amount of $1,909 was
                  transferred by the escrow agent to ABR;
            o     $5,940,900 was paid by the Company to ABR or its designees;
            o     $257,191 was deposited in an A/R escrow account to cover
                  account receivables collected by the Company after the closing
                  that are payable to ABR;
            o     $800,000 was deposited in an indemnification escrow account
                  pursuant to which, (i) if the final net liabilities of ABR is
                  greater than $3,660,000, but less than or equal to $3,760,000,
                  the escrow agent shall disburse to the Company the amount by
                  which the final net liabilities of ABR exceeded $3,660,000 and
                  (ii) to cover losses for which ABR has agreed to indemnify the
                  Company. In the event that final net liabilities exceed
                  $3,760,000, then ABR is required to pay the Company the amount
                  by which the final net liabilities exceeds $3,660,000; and
            o     payoff of all amounts due ($953,000) pursuant to that certain
                  Loan and Security Agreement entered between ABR and
                  EuroAmerican Investment Corp. in September 2004 and the payoff
                  of other various liabilities in the aggregate amount of
                  $1,032,125.

The Company utilized funds generated from the sale of its securities in private
placement transactions and a secured term loan in the amount of $9,200,000
obtained simultaneously with the closing of the ABR acquisition from Laurus
Master Fund, Ltd. ("Laurus"), as more fully described below, to finance the cash
component of the purchase price. No material relationship exists between the
Company and ABR and/or its affiliates, directors, officers or any associate of
an officer or director.

In connection with the transactions described above, the Company entered into a
Restated Registration Rights Agreement with ABR and IBF Fund Liquidating, LLC
pursuant to which it agreed to file a registration statement registering the ABR
Shares. The Company must file such registration statement within 90 days of the
closing of the ABR asset acquisition. The Company also granted piggyback
registration rights with respect to the ABR Shares. The ABR Shares were offered
and sold in a private placement transaction made in reliance upon exemptions
from registration pursuant to Section 4(2) under the Securities Act of 1933 and
Rule 506 promulgated thereunder. IBF Fund Liquidating, LLC, ABR's parent
company, is an accredited investor as defined in Rule 501 of Regulation D
promulgated under the Securities Act of 1933.

ABR currently serves 5,000 plans and 50,000 plan participants through its
offices located in North Attleboro, Massachusetts, Marina del Rey, California,
White Plains, New York, Houston, Texas, Seattle, Washington and Portland,
Oregon.

Secured Term Loan

On November 30, 2005, the Company entered into a Securities Purchase Agreement
for the sale of (i) $9,200,000 in a secured term note (the "Term Note") and (ii)
1,108,434 shares of the Company's common stock (the "November 2005 Shares"). The
closing of this financing occurred on November 30, 2005. The Term Note matures
on November 30, 2009. The term Note bears interest at an aggregate rate of 17.5%
per annum, which is payable in two tranches. The first tranche bears interest at
the rate of 10% and is payable on a monthly basis commencing December 1, 2005.
The second tranche bears interest at the rate of 7.5% and is payable on a
monthly basis commencing December 1, 2005, provided, however, the Company may
elect to add the second tranche to the principal of the Term Note. Commencing
June 1, 2006, the Company is required to commence making monthly amortizing
payments in the amount of $219,047.62. The Company may prepay at anytime the
Term Note together with the secured convertible term note that the Company
previously issued to Laurus in March 2005.

In addition, the Company also entered into an Amended and Restated Registration
Rights Agreement (the "Amended Agreement") with Laurus pursuant to which it
agreed to file a registration statement registering the November 2005 Shares and
the shares of common stock issuable upon conversion or exercise of the secured
convertible term note (the "March 2005 Term Note"), stock option and common
stock purchase warrant issued to Laurus in March 2005. The Company must file
such registration statement within 15 days of filing its Form 10-KSB for the
year ended December 31, 2005 and have the registration statement declared
effective by August 15, 2006. The Company will be required to pay liquidated
damages equal to 1.5% of the March 2005 Term Note on a monthly basis. The
Amended Agreement extended the required filing and effective dates initially set
forth in the registration rights agreement entered between the Company and
Laurus in March 2005 that required the registration of the shares of common
stock issuable upon conversion or exercise of the March 2005 Term Note, stock
option and common stock purchase warrant issued to Laurus in March 2005.

The securities purchased by Laurus were offered and sold in a private placement
transaction made in reliance upon exemptions from registration pursuant to
Section 4(2) under the Securities Act of 1933 and Rule 506 promulgated
thereunder. Laurus is an accredited investor as defined in Rule 501 of
Regulation D promulgated under the Securities Act of 1933.


                                       2
<PAGE>

Item 9.01 Financial Statements and Exhibits.

(a)   Financial Statements of businesses acquired.

      Audited Financial Statements of ABR for the years ended December 31, 2004
      and 2003 (to be filed by amendment).


      Unaudited Financial Statements of ABR for the nine months ended September
      30, 2005 (to be filed by amendment).


(b)   Proforma Financial Information

      Proforma Financial Information (to be filed by amendment)

(c)   Index of Exhibits.

Exhibit
Number                     Description
------                     -----------

4.1         Securities Purchase Agreement dated November 30, 2005 entered by and
            between National Investment Mangers Inc. and Laurus Master Fund,
            Ltd.

4.2         Amended and Restated Registration Rights Agreement dated November
            30, 2005 entered by and between National Investment Mangers Inc. and
            Laurus Master Fund, Ltd.

4.3         Secured Term Note dated November 30, 2005 issued to Laurus Master
            Fund, Ltd.

10.1        Asset Purchase Agreement between National Investment Mangers Inc.
            and American Benefit Resources, Inc. dated November 1, 2005 (1)

10.2        Deposit Escrow Agreement by and among National Investment Mangers
            Inc., JP Morgan Chase Bank, N.A. and American Benefit Resources,
            Inc. dated November 1, 2005 (1)

10.3        A/R Escrow Agreement by and among National Investment Mangers Inc.,
            JP Morgan Chase Bank, N.A. and American Benefit Resources, Inc.
            dated November 30, 2005

10.4        Indemnification Escrow Agreement by and among National Investment
            Mangers Inc., JP Morgan Chase Bank, N.A. and American Benefit
            Resources, Inc. dated November 30, 2005

10.5        Registration Rights Agreement between National Investment Mangers
            Inc., American Benefit Resources, Inc. and Arthur J. Steinberg as
            manager of IBF Fund Liquidating LLC dated November 30, 2005

----------------------------------

(1) Incorporated by reference to the Form 8K- Current Report filing by the
Company with the Securities and Exchange Commission on November 4, 2005.


                                       3
<PAGE>

                                   SIGNATURES

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


NATIONAL INVESTMENT MANAGERS INC.


By:      /s/ Richard Stierwalt
         ---------------------
Name:    Richard Stierwalt
Title:   President and Chief Executive Officer

Date:    December 5, 2005






                                       4
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

       Date of Report (date of earliest event reported): November 30, 2005

                        NATIONAL INVESTMENT MANAGERS INC.
               (Exact Name of Registrant as Specified in Charter)

        Florida                       000-51252                 59-2091510
(State of Incorporation)       (Commission File Number)       (IRS Employer
                                                            Identification No.)

                          830 Third Avenue, 14th Floor
                               New York, NY 10022
               (Address of principal executive offices) (Zip Code)

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

          (Former name or former address, if changed since last report)

                                   Copies to:
                             Gregory Sichenzia, Esq.
                            Stephen M. Fleming, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

                                       1
Item 1.01         Entry into a Material Definitive Agreement
Item 2.01         Completion of Acquisition or Disposition of Assets;
Item 2.03         Creation of a Direct Financial Obligation; and
Item 3.02         Unregistered Sales of Equity Securities.

ABR Acquisition

On November 1, 2005, National Investment Managers Inc. (the "Company") entered
into an Asset Purchase Agreement (the "Agreement") with American Benefit
Resources, Inc., a Connecticut corporation ("ABR"). Pursuant to the Agreement,
the Company agreed to acquire and, ABR agreed to sell, substantially all of the
assets of ABR. The acquisition of ABR by the Company closed on November 30,
2005. In consideration for the assets, the Company paid ABR $8,000,000 in cash,
issued to IBF Fund Liquidating, LLC, ABR's parent company, 671,141 shares of
common stock (the "ABR Shares") and assumed various liabilities. Upon execution
of the Agreement, the Company transferred $1,000,000 in cash to an escrow agent
as a deposit (the "Escrow Amount"). On or prior to closing, the following
amounts were disbursed:

            o     the Escrow Amount plus interest in the amount of $1,909 was
                  transferred by the escrow agent to ABR;
            o     $5,940,900 was paid by the Company to ABR or its designees;
            o     $257,191 was deposited in an A/R escrow account to cover
                  account receivables collected by the Company after the closing
                  that are payable to ABR;
            o     $800,000 was deposited in an indemnification escrow account
                  pursuant to which, (i) if the final net liabilities of ABR is
                  greater than $3,660,000, but less than or equal to $3,760,000,
                  the escrow agent shall disburse to the Company the amount by
                  which the final net liabilities of ABR exceeded $3,660,000 and
                  (ii) to cover losses for which ABR has agreed to indemnify the
                  Company. In the event that final net liabilities exceed
                  $3,760,000, then ABR is required to pay the Company the amount
                  by which the final net liabilities exceeds $3,660,000; and
            o     payoff of all amounts due ($953,000) pursuant to that certain
                  Loan and Security Agreement entered between ABR and
                  EuroAmerican Investment Corp. in September 2004 and the payoff
                  of other various liabilities in the aggregate amount of
                  $1,032,125.

The Company utilized funds generated from the sale of its securities in private
placement transactions and a secured term loan in the amount of $9,200,000
obtained simultaneously with the closing of the ABR acquisition from Laurus
Master Fund, Ltd. ("Laurus"), as more fully described below, to finance the cash
component of the purchase price. No material relationship exists between the
Company and ABR and/or its affiliates, directors, officers or any associate of
an officer or director.

In connection with the transactions described above, the Company entered into a
Restated Registration Rights Agreement with ABR and IBF Fund Liquidating, LLC
pursuant to which it agreed to file a registration statement registering the ABR
Shares. The Company must file such registration statement within 90 days of the
closing of the ABR asset acquisition. The Company also granted piggyback
registration rights with respect to the ABR Shares. The ABR Shares were offered
and sold in a private placement transaction made in reliance upon exemptions
from registration pursuant to Section 4(2) under the Securities Act of 1933 and
Rule 506 promulgated thereunder. IBF Fund Liquidating, LLC, ABR's parent
company, is an accredited investor as defined in Rule 501 of Regulation D
promulgated under the Securities Act of 1933.

ABR currently serves 5,000 plans and 50,000 plan participants through its
offices located in North Attleboro, Massachusetts, Marina del Rey, California,
White Plains, New York, Houston, Texas, Seattle, Washington and Portland,
Oregon.

Secured Term Loan

On November 30, 2005, the Company entered into a Securities Purchase Agreement
for the sale of (i) $9,200,000 in a secured term note (the "Term Note") and (ii)
1,108,434 shares of the Company's common stock (the "November 2005 Shares"). The
closing of this financing occurred on November 30, 2005. The Term Note matures
on November 30, 2009. The term Note bears interest at an aggregate rate of 17.5%
per annum, which is payable in two tranches. The first tranche bears interest at
the rate of 10% and is payable on a monthly basis commencing December 1, 2005.
The second tranche bears interest at the rate of 7.5% and is payable on a
monthly basis commencing December 1, 2005, provided, however, the Company may
elect to add the second tranche to the principal of the Term Note. Commencing
June 1, 2006, the Company is required to commence making monthly amortizing
payments in the amount of $219,047.62. The Company may prepay at anytime the
Term Note together with the secured convertible term note that the Company
previously issued to Laurus in March 2005.

In addition, the Company also entered into an Amended and Restated Registration
Rights Agreement (the "Amended Agreement") with Laurus pursuant to which it
agreed to file a registration statement registering the November 2005 Shares and
the shares of common stock issuable upon conversion or exercise of the secured
convertible term note (the "March 2005 Term Note"), stock option and common
stock purchase warrant issued to Laurus in March 2005. The Company must file
such registration statement within 15 days of filing its Form 10-KSB for the
year ended December 31, 2005 and have the registration statement declared
effective by August 15, 2006. The Company will be required to pay liquidated
damages equal to 1.5% of the March 2005 Term Note on a monthly basis. The
Amended Agreement extended the required filing and effective dates initially set
forth in the registration rights agreement entered between the Company and
Laurus in March 2005 that required the registration of the shares of common
stock issuable upon conversion or exercise of the March 2005 Term Note, stock
option and common stock purchase warrant issued to Laurus in March 2005.

The securities purchased by Laurus were offered and sold in a private placement
transaction made in reliance upon exemptions from registration pursuant to
Section 4(2) under the Securities Act of 1933 and Rule 506 promulgated
thereunder. Laurus is an accredited investor as defined in Rule 501 of
Regulation D promulgated under the Securities Act of 1933.

                                       2
Item 9.01 Financial Statements and Exhibits.

(a)   Financial Statements of businesses acquired.

      Audited Financial Statements of ABR for the years ended December 31, 2004
      and 2003 (to be filed by amendment).

      Unaudited Financial Statements of ABR for the nine months ended September
      30, 2005 (to be filed by amendment).

(b)   Proforma Financial Information

      Proforma Financial Information (to be filed by amendment)

(c)   Index of Exhibits.

Exhibit
Number                     Description
------                     -----------

4.1         Securities Purchase Agreement dated November 30, 2005 entered by and
            between National Investment Mangers Inc. and Laurus Master Fund,
            Ltd.

4.2         Amended and Restated Registration Rights Agreement dated November
            30, 2005 entered by and between National Investment Mangers Inc. and
            Laurus Master Fund, Ltd.

4.3         Secured Term Note dated November 30, 2005 issued to Laurus Master
            Fund, Ltd.

10.1        Asset Purchase Agreement between National Investment Mangers Inc.
            and American Benefit Resources, Inc. dated November 1, 2005 (1)

10.2        Deposit Escrow Agreement by and among National Investment Mangers
            Inc., JP Morgan Chase Bank, N.A. and American Benefit Resources,
            Inc. dated November 1, 2005 (1)

10.3        A/R Escrow Agreement by and among National Investment Mangers Inc.,
            JP Morgan Chase Bank, N.A. and American Benefit Resources, Inc.
            dated November 30, 2005

10.4        Indemnification Escrow Agreement by and among National Investment
            Mangers Inc., JP Morgan Chase Bank, N.A. and American Benefit
            Resources, Inc. dated November 30, 2005

10.5        Registration Rights Agreement between National Investment Mangers
            Inc., American Benefit Resources, Inc. and Arthur J. Steinberg as
            manager of IBF Fund Liquidating LLC dated November 30, 2005

----------------------------------

(1) Incorporated by reference to the Form 8K- Current Report filing by the
Company with the Securities and Exchange Commission on November 4, 2005.

                                       3
SIGNATURES

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

NATIONAL INVESTMENT MANAGERS INC.

By:      /s/ Richard Stierwalt
         ---------------------
Name:    Richard Stierwalt
Title:   President and Chief Executive Officer

Date:    December 5, 2005

                                       4