United
States
Securities
and Exchange Commission
Washington,
D.C. 20549
Schedule
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. n/a )*
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OMB
Number
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3235-0145
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Charles
& Colvard Ltd.
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(Name
of Issuer)
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Common
Stock
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(Title
of Class of Securities)
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159765106
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(CUSIP
Number)
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November
05, 2008
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(Date
of Event which Requires Filing of this
Statement)
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Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
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þ
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Rule
13d-1(b)
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þ
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Rule
13d-1(c)
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o
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Rule
13d-1(d)
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* 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).
CUSIP No.
703797100
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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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93-0589534
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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.
£
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b.
R
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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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5.
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Sole
Voting Power
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Number
of
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0
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Shares
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Beneficially
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6.
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Shared
Voting Power
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Owned
by
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127,155
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Each
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Reporting
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7.
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Sole
Dispositive Power
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Person
With:
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0
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8.
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Shared
Dispositive Power
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127,155
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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127,155
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10.
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Check
if the Aggregate Amount in Row 9 Excludes Certain
Shares (See Instructions) £
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11.
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Percent
of Class Represented by Amount in Row
9
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0.6935
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12.
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Type
of Reporting Person (See Instructions)
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BD
AND CO
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Footnotes:
Paulson
Capital Corp. ("PLCC") wholly owns Paulson Investment Company, Inc. ("PICI").
PLCC is a corporation and PICI is a broker-dealer.
CUSIP No.
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1.
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Names
of Reporting Persons.
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I.R.S.
Identification Nos. of above persons (entities only).
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Chester L.F. Paulson
and Jacqueline M. Paulson as Joint Tenants
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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.
£
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b.
R
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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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5.
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Sole
Voting Power
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Number
of
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32,500
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Shares
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Beneficially
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6.
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Shared
Voting Power
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Owned
by
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346,655
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Each
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Reporting
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7.
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Sole
Dispositive Power
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Person
With:
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32,500
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8.
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Shared
Dispositive Power
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346,655
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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379,155
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10.
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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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2.068
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12.
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Type
of Reporting Person (See Instructions)
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IN
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Footnotes:
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.
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a.
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Name
of Issuer
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Charles
& Colvard, LTD.
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b.
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Address
of Issuer's Principal Executive
Offices
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300
Perimeter Park Drive, Suite A
Morrisville,
NC 27560
Item
2.
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a.
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Name
of Person Filing
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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, an Oregon
corporation ("PLCC"), which directly wholly owns Paulson Investment Company,
Inc., an Oregon corporation ("PICI"). 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 of 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 if 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
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The
Paulsons, PLCC's, and PICI's principal business address is:
811 S.W.
Naito Parkway, Suite 200
Portland,
Oregon 97204
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c.
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Citizenship
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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.
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d.
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Title
of Class of Securities
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Common
Stock for Charles & Colvard, LTD.
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e.
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CUSIP
Number
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159765106
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.
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R
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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b.
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£
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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c.
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£
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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d.
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£
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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.
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£
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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f.
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£
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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.
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£
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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.
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£
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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.
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£
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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.
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£
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Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
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Item
4. Ownership
Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
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a.
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Amount
beneficially owned:
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The
Paulsons may be deemed to be the beneficial owners of a total of 379,155 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 219,500 shares
of Issuer Common Stock. The Paulsons directly own 32,500 shares of Issuer Common
Stock. Chester Paulson owns 0 shares of Issuer Common Stock.
Jacqueline Paulson directly owns 0 shares of Issuer Common Stock. The
Paulsons may be deemed to indirectly own 127,155 shares of Issuer Common Stock
through PICI. Pursuant to SEC rule 13d-4, the Paulsons expressly disclaim
beneficial ownership of the 127,155 shares of Issuer Common Stock of which PICI
is the record owner.
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b.
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Percent
of class:
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As of
July 31, 2008, the Issuer had 18,334,136 shares of Issuer Common Stock issued
and outstanding, as reported in the Issuer's Form 10-Q filed with the SEC on
August 8, 2008 (the "issuer Outstanding Shares"). The Paulsons actual and deemed
beneficial ownership of Issuer Common Stock represented approximately 2.068% of
the Issuer Outstanding Shares. PLCC's indirect beneficial ownership of Issuer
Common Stock represented approximately 0.6935% of the Issuer Outstanding Shares.
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c.
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Number
of shares as to which the person
has:
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i.
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Sole
power to vote or to direct the
vote:
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The
Paulsons have sole power to vote or direct the vote of 32,500 shares. PLCC has
sole power to vote or direct the vote of 0 shares.
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ii.
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Shared
power to vote or to direct the
vote:
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The
Paulsons have shared power to vote or direct the vote of 346,655 shares. PLCC
has the shared power to vote or direct the vote of 127,155 shares.
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iii.
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Sole
power to dispose or to direct the disposition
of:
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The
Paulsons have sole power to dispose or direct the disposition of 32,500 shares.
PLCC has sole power to dispose or direct the disposition of 0 shares.
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iv.
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Shared
power to dispose or to direct the disposition
of:
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The
Paulsons have shared power to dispose or direct the disposition of 346,655
shares. PLCC has shared power to dispose or direct the disposition of 127,155
shares.
Instruction. For computations
regarding securities which represent a right to acquire an underlying security
see §240.13d-3(d)(1).
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 R
Instruction: Dissolution of a
group requires a response to this item.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
The
following shall be filed as exhibits: copies of written agreements relating to
the filing of joint acquisition statements as required by §240.13d-1(k) and
copies of all written agreements, contracts, arrangements, understandings, plans
or proposals relating to: (1) the borrowing of funds to finance the acquisition
as disclosed in Item 3; (2) the acquisition of issuer control, liquidation, sale
of assets, merger, or change in business or corporate structure or any other
matter as disclosed in Item 4; and (3) the transfer or voting of the securities,
finder's fees, joint ventures, options, puts, calls, guarantees of loans,
guarantees against loss or of profit, or the giving or withholding of any proxy
as disclosed in Item 6.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
If a
parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule
13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
See Item
4(a)
Item
8. Identification and Classification of Members of the Group
If a
group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate
under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A
Item
9. Notice of Dissolution of Group
Notice of
dissolution of a group may be furnished as an exhibit stating the date of the
dissolution and that all further filings with respect to transactions in the
security reported on will be filed, if required, by members of the group, in
their individual capacity. See Item 5.
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.
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.
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November
06, 2008
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Date
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/s/ Chester
L.F. Paulson
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Signature
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Chester
L.F. Paulson
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Individually
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Name
/ Title
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/s/ Jacqueline
M. Paulson
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Signature
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Jacqueline
M. Paulson
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Individually
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Name
/ Title
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Chester
L.F. Paulson
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Chairman
of the Board
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Name
/ Title
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/s/ Chester
L.F. Paulson
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Signature
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Paulson
Capital Corp.
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Company
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The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative other than an executive officer or
general partner of the filing person, evidence of the representative's authority
to sign on behalf of such person shall be filed with the statement, provided,
however, that a power of attorney for this purpose which is already on file with
the Commission may be incorporated by reference. The name and any title of each
person who signs the statement shall be typed or printed beneath his
signature.
NOTE: Schedules filed in
paper format shall include a signed original and five copies of the schedule,
including all exhibits. See §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)
Exhibit
1
SCHEDULE
13G JOINT FILING AGREEMENT
The
undersigned and each other person executing this joint filing agreement (this
“Agreement”) agree as follows:
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(i)
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The
undersigned and each other person executing this Agreement are
individually eligible to use the Schedule 13G in accordance with the
Securities Exchange Act of 1934 and the regulations promulgated thereunder
is attached and such schedule is filed on behalf of the undersigned and
each other person executing this Agreement;
and
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(ii)
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The
undersigned and each other person executing this Agreement are responsible
for the timely filing of such Schedule 13G and any amendments thereto, and
for the completeness and accuracy of the information concerning such
person contained herein; provided, however, that none of the undersigned
or any other person executing this Agreement is responsible for the
completeness or accuracy of the information statement concerning any other
persons making the filing, unless such person knows or has reason to
believe that such information is
inaccurate.
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This
Agreement may be executed, in any number of counterparts, each of which shall be
deemed to be an original, but all of which, taken together, shall constitute one
and the same instrument.
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DATED: November
5, 2008
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PAULSON
CAPITAL CORPORATION
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/S/
CHESTER L.F. PAULSON
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By: Chester
L.F. Paulson
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Its: Chairman
of the Board
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PAULSON
INVESTMENT COMPANY, INC.
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/S/
CHESTER L.F. PAULSON
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By: Chester
L.F. Paulson
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Its: Chairman
of the Board
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/S/
CHESTER L.F. PAULSON
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By: Chester
L.F. Paulson, an individual
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/S/
JACQUELINE M. PAULSON
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By: Jacqueline
M. Paulson, an
individual
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