- Statement of Ownership (SC 13G)
09 February 2010 - 9:15AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. n/a )*
(Name of
Issuer)
(Title of
Class of Securities)
(CUSIP
Number)
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
x
Rule
13d-1(b)
x
Rule
13d-1(c)
o
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
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|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
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PAULSON
CAPITAL CORP
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|
|
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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|
(a)
o
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(b)
x
|
|
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3
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SEC
USE ONLY
|
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States of America
|
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|
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
5
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SOLE
VOTING POWER
|
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0
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6
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SHARED
VOTING POWER
|
|
|
|
|
|
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7
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SOLE
DISPOSITIVE POWER
|
|
|
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0
|
|
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8
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|
SHARED
DISPOSITIVE POWER
|
|
|
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
|
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10
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
|
o
|
|
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
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|
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12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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BD
CO
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FOOTNOTES
|
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Paulson
Capital Corp. ("PLCC") wholly owns Paulson Investment Company, Inc.
("PICI"). PLCC is a corporation and PICI is a
broker-dealer.
|
1
|
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
Chester
L.F. Paulson and Jacqueline M. Paulson as Joint Tenants
|
|
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2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
x
|
|
|
|
3
|
|
SEC
USE ONLY
|
|
|
|
|
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4
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|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
United
States of America
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
5
|
|
SOLE
VOTING POWER
|
|
|
|
0
|
|
|
|
6
|
|
SHARED
VOTING POWER
|
|
|
|
|
|
|
|
7
|
|
SOLE
DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
8
|
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
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)
|
|
|
|
|
|
|
|
12
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|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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|
IN
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FOOTNOTES
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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.
|
Item
1.
|
(b)
|
Address
of Issuer’s Principal Executive
Offices
|
12 Route
17 North, Suite 210
Paramus,
NJ 07652
Item
2.
|
(a)
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Name
of Person Filing
|
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 Corporation ("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 Person 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.
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(b)
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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
Portland,
OR 97204
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 §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is
a:
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(a)
x
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
|
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(b)
o
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
|
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(c)
o
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
o
78c).
|
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(d)
o
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8).
|
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(e)
o
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
o
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
|
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(g)
o
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A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
o
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A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
o
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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);
|
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(j)
o
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Group,
in accordance with
§240.13d-1(b)(1)(ii)(J).
|
Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
|
(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 Underwriter Warrants exercisable into 729,000
shares of Issuer Common Stock of which PICI is record
owner.
|
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(b)
|
Percent
of class: 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.
|
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(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
.
N/A
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
N/A
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company
|
See Item
4(a)
Item
8.
|
Identification
and Classification of Members of the
Group
|
N/A
Item
9.
|
Notice
of Dissolution of Group
|
N/A
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.
SIGNATURE
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.
Date:
February 07, 2010
|
By:
|
/s/
Chester L.F. Paulson
|
|
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Name:
Chester L.F. Paulson
|
|
|
Title:
Individually
|
Date:
February 07, 2010
|
By:
|
/s/
Jacqueline M. Paulson
|
|
|
Name:
Jacqueline M. Paulson
|
|
|
Title:
Individually
|
Date:
February 07, 2010
|
By:
|
/s/
Chester L.F. Paulson
|
|
|
Name:
Paulson Capital Corp.
|
|
|
Title:
Chairman of the Board
|
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