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



                                  SCHEDULE 13G



                    Under the Securities Exchange Act of 1934

                              (Amendment No. ____)*



                             Charles & Colvard, Ltd.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                               Issuer Common Stock
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    159765106
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                                February 16, 2001
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

             |_|      Rule 13d-1(b)

             |X|      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).




Potential persons who respond to the collection of information contained in this
form are not required to respond unless the form displays a currently  valid OMB
control number.


                                  Page 1 of 6

<PAGE>
                                       13G

CUSIP No. 159765106                                          Page 2 of 6 pages
--------------------------------------------------------------------------------
1     NAME OF REPORTING PERSON(S)
      Chester L.F. and Jacqueline M. Paulson, as joint tenants
      I.R.S. IDENTIFICATION NO. OF ABOVE PERSON(S) (ENTITIES ONLY)
      N/A
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                      (a) | |
                                                                      (b) | |

--------------------------------------------------------------------------------
3     SEC USE ONLY


--------------------------------------------------------------------------------
4     CITIZENSHIP OR PLACE OF ORGANIZATION

      United States of America
--------------------------------------------------------------------------------
                       5   SOLE VOTING POWER

                           285,600
NUMBER OF              ---------------------------------------------------------
SHARES                 6   SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON      2,070,992
WITH                   ---------------------------------------------------------
                       7   SOLE DISPOSITIVE POWER

                           285,600
                       ---------------------------------------------------------
                       8   SHARED DISPOSITIVE POWER

                           2,070,992
--------------------------------------------------------------------------------
9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      2,356,592
--------------------------------------------------------------------------------
10    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
                                                                          [ ] 
      
--------------------------------------------------------------------------------
11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

      17.5%
--------------------------------------------------------------------------------
12    TYPE OF REPORTING PERSON*

      IN
--------------------------------------------------------------------------------


                               Page 2 of 6 pages


<PAGE>
Item 1.  Issuer
   (a)   The name of the Issuer is Charles & Colvard, Ltd.
   (b)   The Issuer's Principal Executive Offices are located at 3800 Gateway
         Boulevard, Suite 311, Morrisville, NC 27560

Item 2.  Reporting Person and Security
   (a)   This Statement is filed by Chester L.F. Paulson, an individual, and
         Jacqueline M. Paulson, an individual (together, the "Paulsons").

   (b)   The Paulsons' Principal Business Office is located at Paulson
         Investment Company, Inc., 811 SW Naito Parkway, Ste. 200, Portland, OR
         97204.

   (c)   The Paulsons are citizens of the United States of America.

   (d)   This Statement relates to shares of Common Stock of Charles & Colvard,
         Ltd.

   (e)   The CUSIP Number assigned to the Common Stock of the Issuer is
         159765106.


Item 3. If this statement is filed pursuant to Rule 13d-l(b), or 13d-2(b), check
whether the person filing is a: (Not applicable.)
   (a)   |_| Broker or Dealer registered under Section 15 of the Act
   (b)   |_| Bank as defined in section 3(a)(6) of the Act
   (c)   |_| Insurance Company as defined in section 3(a)(19) of the Act
   (d)   |_| Investment Company registered under section 8 of the Investment
         Company Act of 1940
   (e)   |_| Investment Adviser registered under section 203 of the Investment
         Advisers Act of 1940
   (f)   |_| Employee Benefit Plan, Pension Fund which is subject to the
         provisions of the Employee Retirement Income Security Act of 1974 or
         Endowment Fund; see ss.240.13d-l(b)(1)(ii)(F)
   (g)   |_| Parent Holding Company, in accordance with ss.240.13d-l(b)(ii)(G)
         (Note: See Item 7)
   (h)   |_| Savings Association as defined in Section 3(b) of the Federal
         Deposit Insurance Act
   (i)   |_| Church Plan that is excluded from definition of an investment
         company under Section 3(c)(14) of the Investment Company Act of 1940
   (j)   |_| Group, in accordance with ss.240.13d-l(b)(1)(ii)(J)


                               Page 3 of 6 pages

<PAGE>
Item 4.  Ownership
   (a) Under the rules and regulations of the Securities and Exchange
Commission, the Paulsons may be deemed to be the beneficial owner of a total of
2,356,592 shares of common stock. The Paulsons are the controlling shareholders
of Paulson Capital Corp. ("PCC") which is the parent company of Paulson
Investment Company, Inc. ("PIC"), a wholly owned subsidiary. The Paulsons
beneficially own 285,600 shares of common stock directly and 2,070,992 shares of
common stock indirectly through their controlling position with PCC.

         The 285,600 shares beneficially owned directly by the Paulsons are
comprised of the following (for purposes of the discussion of their beneficial
ownership, "Warrant" shall refer to a warrant entitling the holder to purchase
one share of the Issuer's Common Stock): 260,400 shares of common stock and one
warrant to purchase 25,200 shares of common stock.

         The Paulsons are the indirect beneficial owners of 2,070,992 shares of
common stock owned by PIC comprised of the following: a warrant to purchase
214,592 shares and 1,856,400 shares held in PIC's trading account.

   (b) Of the 13,447,714 shares of the Issuer's Common Stock outstanding as of
February 21, 2001, the Paulsons' beneficial ownership represented approximately
17.5%.

   (c) The Paulsons have the power to vote or direct the vote and to dispose or
to direct the disposition of the total amount of shares that they beneficially
own.

Item 5.  Ownership of Five Percent or Less of a Class
   Not applicable.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.
   Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
   Not applicable.

Item 8. Identification and Classification of Members of the Group
   Not applicable.

Item 9.  Notice of Dissolution of Group
   Not applicable.

                               Page 4 of 6 pages

<PAGE>

Item 10.  Certification
   By signing below I certify that, to the best of my knowledge and belief,  the
securities  referred to above were  acquired in the ordinary  course of business
and were not  acquired for the purpose of and do not have the effect of changing
or  influencing  the  control  of the  issuer  of such  securities  and were not
acquired in connection with or as a participant in any  transaction  having such
purposes or effect.



































                               Page 5 of 6 pages

<PAGE>




                                    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.

         Dated March 6, 2000


                                        CHESTER L.F. PAULSON
                                        ---------------------------------------
                                                        Signature

                                        Chester L.F. Paulson
                                             Chester L.F. Paulson, Individually



                                        JACQUELINE M. PAULSON
                                        ---------------------------------------
                                                        Signature

                                        Jacqueline M. Paulson
                                             Jacqueline M. Paulson, Individually




























                               Page 6 of 6 pages