Gold stated,"Nowhere in any of the sec filings does it EVER state that Paulson owned any shares at all."
Item 4. Ownership.
(a) Amount beneficially owned: The Paulsons may be deemed to be the beneficial owners of a total of 15,120,000 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 0 shares of Issuer Common Stock and Underwriter Warrants exercisable into 15,120,000 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 Underwriter Warrants exercisable into 15,120,000 shares of Issuer Common Stock of which PICI is record owner.
(b) Percent of class: As of December 31, 2011, the Issuer had 177,210,464 shares of Issuer Common Stock issued and outstanding, as reported in their 10-Q filed November 14, 2011 (the "Issuer Outstanding Shares"). The Paulsons actual and deemed beneficial ownership of Issuer Common Stock represented approximately 7.8615% of the Issuer Outstanding Shares. PLCC's indirect beneficial ownership of Issuer Common Stock represented approximately 7.8615% 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 15,120,000 shares. PLCC has shared power to vote or direct the vote of 15,120,000 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 15,120,000 shares. PLCC has shared power to dispose or direct the disposition of 15,120,000 shares.
Item 5. Ownership of Five Percent or Less of a Class
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
Item 10. Certification
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.
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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 9, 2012 By: /s/ Chester L.F. Paulson
Name: Chester L.F. Paulson
Title: Individually
Date: February 9, 2012 By: /s/ Jacqueline M. Paulson
Name: Jacqueline M. Paulson
Title: Individually
Date: February 9, 2012 By: /s/ Chester L.F. Paulson
Name: Paulson Capital Corp.
Title: Chairman of the Board
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