Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On September 27, 2012, Paulson Capital Corporation (the "Company") received a deficiency letter from the NASDAQ Stock Market indicating that, based on the Company's closing bid price for the last 30 consecutive business days, the Company does not comply with the minimum bid price of $1.00 per share as set forth in NASDAQ Marketplace Rule 5550(a)(2).

In accordance with NASDAQ Marketplace Rule 5810(c)(3)(A), the Company has a grace period of 180 calendar days, or until March 26, 2013 to regain compliance with the minimum closing bid price requirement for continued listing. In order to regain compliance, the minimum closing price per share of the Company's common stock must be at least $1.00 for a minimum of ten consecutive business days. In the event the Company does not regain compliance by March 26, 2013, the Company may be afforded an additional 180 day compliance period, provided it demonstrates that it meets all other applicable standards for initial listing on the NASDAQ Capital Market (except the bid price requirement), and provides written notice of its intention to cure the minimum bid price deficiency during the second grace period. If the Company fails to regain compliance after the second grace period, the Company's stock will be subject to delisting by NASDAQ.

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