- Statement of Ownership (SC 13G)
13 February 2009 - 8:55AM
Edgar (US Regulatory)
Securities
and Exchange Commission
Under
the Securities Exchange Act of 1934
(Title of
Class of Securities)
(Date of
Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
R
|
Rule
13d-1(b)
|
R
|
Rule
13d-1(c)
|
£
|
Rule
13d-1(d)
|
* The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
1.
|
Names
of Reporting Persons.
|
|
I.R.S.
Identification Nos. of above persons (entities only).
|
|
|
|
Chester
L.F. and Jacqueline M. Paulson as Joint Tenants
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
a.
£
|
|
b.
R
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of Organization
|
|
|
|
United
States of
America
|
|
5.
|
Sole
Voting Power
|
|
|
|
|
|
0
|
Number
of Shares
|
|
|
Beneficially
|
6.
|
Shared
Voting Power
|
Owned
by Each
|
|
|
Reporting
Person
|
|
875,500
|
With:
|
|
|
|
7.
|
Sole
Dispositive Power
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
Shared
Dispositive Power
|
|
|
|
|
|
857,500
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
857,500
|
|
|
10.
|
Check
if the Aggregate Amount in
Row 9
Excludes Certain
Shares (See Instructions)
£
|
|
|
11.
|
Percent
of Class Represented by Amount in
Row
9
|
|
|
|
5.1226
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
|
|
IN
|
Chester
L.F. and Jacqueline M. Paulson (together, the "Paulsons") may be deemed to
control Paulson Capital Corp. ("PLCC"), which wholly owns Paulson Investment
Company, Inc. ("PICI"). The Paulsons control and are the managing partners of
the Paulson Family LLC ("LLC") which is a controlling shareholder of PLCC, which
is the parent company for PICI.
1.
|
Names
of Reporting Persons.
|
|
I.R.S.
Identification Nos. of above persons (entities only).
|
|
|
|
Paulson
Capital Corp.
|
|
93-0589534
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
a.
£
|
|
b.
R
|
|
|
3.
|
SEC
Use Only
|
|
|
|
|
4.
|
Citizenship
or Place of Organization
|
|
|
|
United
States of America
|
|
|
|
5.
|
Sole
Voting Power
|
|
|
|
|
|
0
|
Number
of Shares
|
|
|
Beneficially
|
6.
|
Shared
Voting Power
|
Owned
by Each
|
|
|
Reporting
Person
|
|
875,500
|
With:
|
|
|
|
7.
|
Sole
Dispositive Power
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
Shared
Dispositive Power
|
|
|
|
|
|
875,500
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
875,500
|
|
|
10.
|
Check
if the Aggregate Amount in
Row 9
Excludes Certain
Shares (See Instructions)
o
|
|
|
|
|
11.
|
Percent
of Class Represented by Amount in
Row
9
|
|
|
|
5.1226
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
|
|
CO
and
BD
|
Paulson
Capital Corp. ("PLCC") wholly owns Paulson Investment Company, Inc. ("PICI").
PLCC is a corporation and PICI is a broker-dealer.
|
a.
|
Name
of Issuer
|
|
|
|
|
|
Nuvim
Inc.
|
|
b.
|
Address
of Issuer's Principal Executive Offices
|
|
|
|
|
|
12
Route 17 North, Suite 210
Paramus, NJ
07652
|
This
statement is being filed jointly by each of the following persons pursuant to
Rule 13d-1(k) promulgated by the Securities and Exchange Commission under
Section 13 of the Securities Exchange Act of 1934, as amended: (i) Chester L.F.
Paulson and Jacqueline M. Paulson, as joint tenants and each individually
(together, the "Paulsons") who control and are the managing partners of the
Paulson Family LLC ("LLC"); and (ii) Paulson Capital Corp. ("PLCC"), an Oregon
corporation, which directly wholly owns Paulson Investment Company, Inc.
("PICI"), an Oregon corporation. The Paulsons and PLCC are collectively referred
to as the "Reporting Persons". The Reporting Persons schedule 13G Joint Filing
Agreement is attached as Exhibit 1.
Information
with respect to the Reporting Persons is given solely by such Reporting Persons,
and no Reporting Persons assumes responsibility for the accuracy or completeness
of the information by another Reporting Person, except as otherwise provided in
Rule 13d-1(k). By their signature on this statement, each of the Reporting
Persons agree that this statement is filed on behalf of such Reporting
Persons.
|
b.
|
Address
of Principal Business Office or, if None,
Residence
|
The
Paulsons, PLCC's, and PICI's principal business address is:
811 SW
Naito Parkway, Suite 200
The
Paulsons are citizens of the United States of America, and PLCC and PICI are
organized under the laws of the United States of America.
|
d.
|
Title
of Class of Securities
|
Common
Stock for Nuvim Inc.
Item
3. If this statement is filed pursuant to Sec.Sec.240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is
a:
|
a.
|
R
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
b.
|
£
Bank as
defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
c.
|
£
I
nsurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
|
|
d.
|
£
Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C
80a-8).
|
|
e.
|
£
An
investment adviser in accordance with Sec.240.13d-1(b)(1)(ii)(E);
|
|
f.
|
£
An
employee benefit plan or endowment fund in accordance with
Sec.240.13d-1(b)(1)(ii)(F);
|
|
g.
|
£
A parent
holding company or control person in accordance with
Sec.240.13d-1(b)(1)(ii)(G);
|
|
h.
|
£
A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C.
1813);
|
|
i.
|
£
A church
plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
|
|
j.
|
£
Group,
in accordance with Sec.240.13d-1(b)(1)(ii)(J).
|
|
a.
|
Amount
beneficially owned:
|
The
Paulsons may be deemed to be the beneficial owners of a total of 875,500 shares
of Issuer Common Stock. The precise owners of these shares is described more
specifically in this paragraph. The Paulsons may be deemed to control Paulson
Capital Corp. ("PLCC"), which wholly owns Paulson Investment Company, Inc.
("PICI"). The Paulsons control and are the managing partners of the Paulson
Family LLC ("LLC"). Through the LLC, the Paulsons indirectly own 0 shares of
Issuer Common Stock. The Paulsons collectively own 0 shares of Issuer Common
Stock. Chester Paulson directly owns 0 shares of Issuer Common Stock. Jacqueline
M. Paulson directly owns 0 shares of Issuer Common Stock. The Paulsons may be
deemed to indirectly own 146,500 shares of Issuer Common Stock and Underwriter
Warrants exercisable into 729,000 shares of Issuer Common Stock through PICI.
PLCC directly owns 0 shares of Issuer Common Stock. Pursuant to SEC Rule 13d-4,
the Paulsons expressly disclaim beneficial ownership of the 146,500 shares of
Issuer Common Stock and the Underwriter Warrants exercisable into 729,000 shares
of Issuer Common Stock of which PICI is record owner.
As of
November 1, 2008 the Issuer had 16,361,959 shares of Issuer Common Stock issued
and outstanding, as reported in their 10-Q filed November 13, 2008 (the "Issuer
Outstanding Shares"). The Paulsons actual and deemed beneficial ownership of
Issuer Common Stock represented approximately 5.1226% of the Issuer Outstanding
Shares. PLCC's indirect beneficial ownership of Issuer Common Stock represented
approximately 5.1226% of the Issuer Outstanding Shares.
|
c.
|
Number
of shares as to which the person
has:
|
i.
|
Sole
power to vote or to direct the
vote:
|
The
Paulsons have sole power to vote or direct the vote of 0 shares. PLCC has sole
power to vote or direct the vote of 0 shares.
|
ii.
|
Shared
power to vote or to direct the
vote:
|
The
Paulsons have shared power to vote or direct the vote of 875,500 shares. PLCC
has shared power to vote or direct the vote of 875,500 shares.
|
iii.
|
Sole
power to dispose or to direct the disposition
of:
|
The
Paulsons have sole power to dispose or direct the disposition of 0 shares. PLCC
has sole power to dispose or direct the disposition of 0 shares.
|
iv.
|
Shared
power to dispose or to direct the disposition
of:
|
The
Paulsons have shared power to dispose or direct the disposition of 875,500
shares. PLCC has shared power to dispose or direct the disposition of 875,500
shares.
Item
5. Ownership of Five Percent or Less of a
Class
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following
o
Item
6. Ownership of More than Five Percent on Behalf of Another
Person.
Item
7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
Item
8. Identification and Classification of Members of the
Group
Item
9. Notice of Dissolution of Group
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
/s/ Jacqueline
M. Paulson
/s/ Chester
L.F. Paulson
Signature
Chester L.F.
Paulson
NOTE
: Schedules filed in
paper format shall include a signed original and five copies of the schedule,
including all exhibits.
See
Sec.240.13d-7 for
other parties for whom copies are to be sent.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)
NuVim (PK) (USOTC:NUVM)
Historical Stock Chart
From Jun 2024 to Jul 2024
NuVim (PK) (USOTC:NUVM)
Historical Stock Chart
From Jul 2023 to Jul 2024