OMB
Number
3235-0145
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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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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. 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. o
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b. þ
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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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Number
of
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5.
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Sole
Voting Power
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Shares
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Beneficially
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233,512
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Owned
by
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Each
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6.
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Shared
Voting Power
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Reporting
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Person
With:
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588,000
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7.
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Sole
Dispositive Power
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233,512
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8.
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Shared
Dispositive Power
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588,000
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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821,512
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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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8.4963
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12.
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Type
of Reporting Person (See Instructions)
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IN |
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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Paulson
Capital Corp.
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. o
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b. þ
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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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Number
of
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5.
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Sole
Voting Power
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Shares
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Beneficially
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0
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Owned
by
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Each
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6.
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Shared
Voting Power
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Reporting
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Person
With:
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588,000
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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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588,000
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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588,000
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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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6.1651
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12.
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Type
of Reporting Person (See Instructions)
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CO
and BD
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a.
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Name
of Issuer
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Quantum
Group Inc.
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b.
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Address
of Issuer's Principal Executive Offices
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3420
Fairlane Farms Road, Suite C
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Wllington,
FL
33414
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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 Corp.
("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.
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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 signatures 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
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The
Paulsons, PLCC's, and PICI's principal business address
is:
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811
SW Naito Parkway, Suite 200
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Portland,
OR 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 Quantum Group Inc.
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e.
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CUSIP
Number
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74765L202
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a.
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þ
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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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o
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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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o
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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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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.
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o
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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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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.
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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.
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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.
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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.
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o
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Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
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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 821,512
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. Chester Paulson
directly owns 101,920 shares of Issuer Common Stock and Issuer Warrants
exercisable into 131,592 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 588,000 shares of Issuer Common Stock through
PICI. Pursuant to SEC rule 13d-4, the Paulsons expressly disclaim
beneficial ownership of the 0 shares of Issuer Common Stock and
Underwriter Warrants exercisable into 588,000 shares of Issuer Common
Stock of which PICI is record owner.
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b.
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Percent
of class:
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As
of September 18, 2008, the Issuer had 8,949,501 shares of Issuer Common
Stock issued and outstanding, as reported in their 10Q filed September 22,
2008 (the "Issuer Outstanding Shares"). The Paulsons actual and deemed
beneficial ownership of Issuer Common Stock represented approximately
8.4963% of the Issuer Outstanding Shares. PLCC's indirect beneficial
ownership of Issuer Common Stock represented approximately 6.1651% 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 233,512 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 588,000 shares.
PLCC has shared power to vote or direct the vote of 588,000
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 233,512
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 588,000
shares. PLCC has shared power to dispose or direct the disposition of
588,000
shares.
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February 11, 2009
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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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/s/
Chester L.F. Paulson
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Signature
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Chester L.F. Paulson |
Chairman
of the Board
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Name
/ Title
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Paulson
Capital Corp
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Company
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