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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* |
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Ascent
Solar Technologies, Inc.
(Name of Issuer) |
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Common
Stock
(Title of Class of Securities) |
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043635101
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May 11, 2007
(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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X
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] Rule 13d-1(b) |
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X
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] Rule 13d-1(c) |
| [ | ] 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.
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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).
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| SCHEDULE 13G | ||||
| CUSIP No. 043635101 | ||||
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| 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). |
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| 2. | Check the Appropriate
Box if a Member of a Group (See Instructions) (a) [ ] (b) [ X ] |
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| 3. | SEC USE ONLY | |||
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| 4. | Citizenship
or Place of
Organization United States of America |
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| Number
of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting
Power 57,600 |
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| 6. | Shared Voting
Power 930,000 |
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| 7. | Sole Dispositive
Power 57,600 |
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| 8. | Shared Dispositive
Power 930,000 |
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| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 987,600 |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] | |||
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| 11. | Percent of
Class
Represented by Amount in Row (9) 11.5199 |
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| 12. | Type
of
Reporting Person IN |
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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 sole and equal members of the Paulson Family LLC ("LLC") which is a controlling shareholder of PLCC, which is the parent company for PICI. |
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2
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| SCHEDULE 13G | ||||
| CUSIP No. 043635101 | ||||
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| 1. | Names of Reporting
Persons. Paulson Capital Corp. I.R.S. Identification Nos. of above persons (entities only). 93-0589534 |
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| 2. | Check the Appropriate
Box if a Member of a Group (See Instructions) (a) [ ] (b) [ X ] |
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| 3. | SEC USE ONLY | |||
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| 4. | Citizenship
or Place of
Organization United States of America |
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| Number
of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting
Power 0 |
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| 6. | Shared Voting
Power 930,000 |
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| 7. | Sole Dispositive
Power 0 |
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| 8. | Shared Dispositive
Power 930,000 |
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| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 930,000 |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] | |||
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| 11. | Percent of
Class
Represented by Amount in Row (9) 10.9214 |
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| 12. | Type
of
Reporting Person BD, CO |
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Paulson Capital Corp. ("PLCC") wholly owns Paulson Investment Company, Inc. ("PICI"). PLCC is a corporation and PICI is a broker-dealer. |
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3
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Item 1.
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(a)
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Name of Issuer
Ascent Solar Technologies, Inc. |
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(b)
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Address of Issuer's Principal
Executive
Offices
8120 Shaffer Parkway Littleton, CO 80127 |
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Item 2.
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(a)
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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 are each 50% members of the Paulson Family LLC ("LLC"); and (ii) Paulson Capital Corporation ("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. 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. |
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(b)
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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 |
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(c)
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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. |
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(d)
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Title of Class of Securities
Common Stock for Ascent Solar Technologies, Inc. |
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(e)
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CUSIP Number
043635101 |
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Item 3.
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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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[ X ]
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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.
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Ownership.
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(a)
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Amount beneficially owned:
The Paulsons may be deemed to be the beneficial owners of a total of 987,600 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"). Chester Paulson directly owns Underwriter Warrants exercisable into 57,600 shares of Issuer Common Stock. The Paulsons may be deemed to indirectly own Underwriter Warrants exercisable into 930,000 shares of Issuer Common Stock through PICI. Pursuant to SEC Rule 13d-4, the Paulsons expressly disclaim beneficial ownership of the Underwriter Warrants exercisable into 930,000 shares of Issuer Common Stock of which PICI is record owner. |
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(b)
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Percent of class:
As of April 27, 2007, the Issuer had 7,585,386 shares of Issuer Common Stock issued and outstanding, as reported in their 10-QSB filed May 10, 2007 (the "Issuer Outstanding Shares"). The Paulsons actual and deemed beneficial ownership of Issuer Common Stock represented approximately 11.5199% of the Issuer Outstanding Shares. PLCC's indirect beneficial ownership of Issuer Common Stock represented approximately 10.9214% 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
The Paulsons have sole power to vote or direct the vote of 57,600 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
The Paulsons have shared power to vote or direct the vote of 930,000 shares. PLCC has shared power to vote or direct the vote of 930,000 shares. |
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(iii)
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Sole power to dispose or to direct
the
disposition of
The Paulsons have sole power to dispose or direct the disposition of 57,600 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
The Paulsons have shared power to dispose or direct the disposition of 930,000 shares. PLCC has shared power to dispose or direct the disposition of 930,000 shares. |
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Item 5.
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Ownership of Five Percent
or Less
of a Class
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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 [ ].
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Instruction: Dissolution of a group
requires a response to this
item.
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Item 6.
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Ownership of More than
Five
Percent on Behalf of Another Person
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Not Applicable |
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Item 7.
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Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By
the
Parent Holding Company or Control Person
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See Item 4(a)
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Item 8.
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Identification and Classification
of Members of the Group
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Not Applicable |
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Item 9.
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Notice of Dissolution
of
Group
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Not Applicable |
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Item 10.
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Certifications
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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.
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| SIGNATURE | |
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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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| Date: May 15, 2007 | ||||
| Chester L.F.
Paulson |
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| By: | /s/ Chester
L.F. Paulson
Chester L.F. Paulson |
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| Title: | Individually | |||
| Jacqueline M.
Paulson |
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| By: | /s/ Jacqueline
M. Paulson
Jacqueline M. Paulson |
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| Title: | Individually | |||
| Paulson Capital
Corp. |
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| By: | /s/ Chester
L.F. Paulson
Chester L.F. Paulson |
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| Title: | Chairman of the Board | |||
4
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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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DATED: May
15, 2007
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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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