Item
1.
Nuvim,
Inc.
|
(b)
|
Address
of Issuer's Principal Executive
Offices
|
12
Route
17 North, Suite 210
Paramus,
New Jersey 07652
Item
2.
|
(a)
|
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, 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 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
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.
67071X100
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:
|
|
(a)
|
S
|
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)
|
£
|
Insurance
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
§240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
£
|
An
employee benefit plan or
endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
£
|
A
parent holding company or
control person in accordance with §
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
§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 1,020,500
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 291,500 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 291,500 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 8, 2007 the Issuer had 14,670,782 shares of Issuer Common Stock
issued
and outstanding, as reported in their 10QSB filed November 14, 2007 (the
"Issuer
Outstanding Shares"). The Paulsons actual and deemed beneficial ownership
of
Issuer Common Stock represented approximately 6.6267% of the Issuer Outstanding
Shares. PLCC's indirect beneficial ownership of Issuer Common Stock represented
approximately 6.6267% 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 1,020,500 shares.
PLCC
has shared power to vote or direct the vote of 1,020,500 shares.
|
(iii)
|
Sole
power to dispose or to direct the disposition
of
|
The
Paulson 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 1,020,500
shares. PLCC has shared power to dispose or direct the disposition of 1,020,500
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
£
.
Instruction:
Dissolution of a
group requires a response to this item.
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 or Control
Person
|
See
Item
4(a)
Item
8.
|
Identification
and Classification
of Members of the Group
|
N/A
Item
9.
|
Notice
of Dissolution of
Group
|