Paulson Capital Corp. SC 13G 4-30-2005

0001015402-05-002248.txt : 20050505 0001015402-05-002248.hdr.sgml : 20050505 20050505161308 ACCESSION NUMBER: 0001015402-05-002248 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050505 DATE AS OF CHANGE: 20050505 GROUP MEMBERS: CHESTER L.F. PAULSON GROUP MEMBERS: JACQUELINE M. PAULSON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SmartPros Ltd. CENTRAL INDEX KEY: 0001289863 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 134100476 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80707 FILM NUMBER: 05803839 BUSINESS ADDRESS: STREET 1: 12 SKYLINE DRIVE CITY: HAWTHORNE STATE: NY ZIP: 10532 BUSINESS PHONE: 9143452620 MAIL ADDRESS: STREET 1: 12 SKYLINE DRIVE CITY: HAWTHORNE STATE: NY ZIP: 10532 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PAULSON CAPITAL CORP CENTRAL INDEX KEY: 0000704159 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 930589534 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 811 SW NAITO PARKWAY STREET 2: SUITE 200 CITY: PORTLAND STATE: OR ZIP: 97204 BUSINESS PHONE: 5032436000 MAIL ADDRESS: STREET 1: 811 SW NAITO PARKWAY STREET 2: SUITE 200 CITY: PORTLAND STATE: OR ZIP: 97204 SC 13G 1 body.htm PAULSON CAPITAL CORP. SC 13G 4-30-2005 Paulson Capital Corp. SC 13G 4-30-2005

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

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

SmartPros Ltd.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

00083171G103

(CUSIP Number)

April 30, 2005

(Date of Event which Requires Filing of this Statement)

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


[	X	] 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 on 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).

SCHEDULE 13G
CUSIP No. 00083171G103

	1.	Names of Reporting Persons. Chester L.F. and Jacqueline M. Paulson, as Joint Tenants I.R.S. Identification Nos. of above persons (entities only).

	2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ X ]

	3.	SEC USE ONLY

	4.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 12,757

		6.	Shared Voting Power 398,365

		7.	Sole Dispositive Power 12,757

		8.	Shared Dispositive Power 398,365

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 411,122

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

	11.	Percent of Class Represented by Amount in Row (9) 7.66

	12.	Type of Reporting Person IN
Chester L.F. and Jacqueline M. Paulson (together the "Paulsons") may be deemed to control Paulson Capital Corp. ("PLCC"), which wholly owns Paulson Investement Company, Inc. ("PICI"). The Paulsons control and are the sole and equal members of the Paulson Family, LLC ("LLC") which is a controlling shareholder of PLCC, which is the parent company for PICI.

SCHEDULE 13G
CUSIP No. 00083171G103

	1.	Names of Reporting Persons. Paulson Capital Corp. I.R.S. Identification Nos. of above persons (entities only). 93-0589534

	2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ X ]

	3.	SEC USE ONLY

	4.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0

		6.	Shared Voting Power 398,365

		7.	Sole Dispositive Power 0

		8.	Shared Dispositive Power 398,365

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 398,365

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

	11.	Percent of Class Represented by Amount in Row (9) 7.44

	12.	Type of Reporting Person BD, CO
Paulson Capital Corp. ("PLCC") wholly owns Paulson Investment Company, Inc. ("PICI"). PLCC is a corporation and PICI is a broker-dealer.

Item 1.
	(a)	Name of Issuer SmartPros Ltd.
	(b)	Address of Issuer's Principal Executive Offices 12 Skyline Drive Hawthorne, NY 10532

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 ameded: (i) Chester L.F. Paulson and Jacqueline M. Paulson, as joint tenants and each individually (together, the "Paulsons") who are each 50% members 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 stement, 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 S.W. Naito Parkway, Suite 200 Portland, OR 97204
	(c)	Citizenship 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 SmartPros Ltd.
	(e)	CUSIP Number 00083171G103

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)	[ X ]	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).

Item 4.		Ownership.
	(a)	Amount beneficially owned: The Paulsons may be deemed to be the beneficial owners of a total of 411,122 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 sole and equal members 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 and Underwriter Warrants exercisable into 12,757 shares of issuer Common Stock. Jacqueline Paulson directly owns 0 shares of Issuer Common Stock. The Paulsons may be deemed to indirectly own 125,000 shares of Issuer Common Stock and Underwriter Warrants exercisable into 273,365 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 125,000 shares of Issuer Common Stock and Underwriter Warrants exercisable into 273,365 shares of Issuer Common Stock of which PICI is record owner.

(b)	Percent of class: As of March 24, 2005 the Issuer had 5,082,539 shares of Issuer Common Stock issued and outstanding, as reported in their 10KSB filed march 25, 2005 (the "Issuer Outstanding Shares"). The Paulsons actual and deemed beneficial ownership of Issuer Common Stock represented approximately 7.66% of the issuer Outstanding Shares. PLCC's indirect beneficial ownership of issuer Common Stock represented approximately 7.44% 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 of 12,757 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 398,365 shares. PLCC has shared power to vote or direct the vote of 398,365 shares.
	(iii)	Sole power to dispose or to direct the disposition of The Paulsons have sole power to dispose or direct the disposition of 12,757 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 398,365 shres. PLCC has shared power to dispose or direct the disposition of 398,365 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.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person


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


Item 9.	Notice of Dissolution of Group


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.

Date: May 04, 2005
	Chester L.F. Paulson
	By:	/s/ Chester L.F. Paulson Chester L.F. Paulson
			Title: individually

	Jacqueline M. Paulson
	By:	/s/ Jacqueline M. Paulson Jacqueline M. Paulson
			Title: individually

	Paulson Capital Corp.
	By:	/s/ Chester L.F. Paulson Chester L.F. Paulson
			Title: Chairman of the Board

EX-1 2 ex_1.htm EXHIBIT 1 Exhibit 1

Exhibit 1

JOINT FILING AGREEMENT

The undersigned and each other person executing this joint filing agreement (this "Agreement") agree as follows:

(i)

The undersigned and each other person executing this Agreement are individually eligible to use the Schedule 13D or 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

(ii)

The undersigned and each other person executing this Agreement are responsible for the timely filing of such Schedule 13D or 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.

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.

DATED: April 8, 2005	PAULSON CAPITAL CORPORATION


	/S/ CHESTER L.F. PAULSON
	By: Chester L.F. Paulson
	Its: Chairman of the Board


	PAULSON INVESTMENT COMPANY, INC.

	/S/ CHESTER L.F. PAULSON
	By: Chester L.F. Paulson
	Its: Chairman of the Board


	/S/ CHESTER L.F. PAULSON
	By: Chester L.F. Paulson, an individual


	/S/ JACQUELINE M. PAULSON
	By: Jacqueline M. Paulson, an individual