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OMB
Number
3235-0145
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ICOP
Digital, Inc.
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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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44930M203
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(CUSIP
Number)
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Calendar
Year 2008
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(Date
of Event which Requires Filing of this
Statement)
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R
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Rule
13d-1(b)
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R
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Rule
13d-1(c)
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£
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Rule
13d-1(d)
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CUSIP
No. 44930M203
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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.
£
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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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200,000
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Number
of Shares
Beneficially
Owned
by Each
Reporting
Person
With:
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6.
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Shared
Voting Power
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1,009,155
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7.
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Sole
Dispositive Power
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200,000
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8.
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Shared
Dispositive Power
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1,009,155
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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1,209,155
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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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14.3888
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12.
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Type
of Reporting Person (See Instructions)
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IN
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CUSIP
No. 44930M203
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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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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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0
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Number
of Shares
Beneficially
Owned
by Each
Reporting
Person
With:
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6.
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Shared
Voting Power
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986,855
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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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986,855
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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986,855
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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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11.8849
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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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Item
1.
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a.
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Name
of Issuer
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ICOP
Digital Inc.
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b.
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Address
of Issuer's Principal Executive Offices
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16801
West 116th Street
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Lenexa,
KS 66219
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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 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
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
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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 ICOP Digital Inc.
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e. |
CUSIP
Number
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44930M203
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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
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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 1,209,155
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 22,300 shares of Issuer Common Stock. The Paulsons
collectively own 100,000 shares of Issuer Common Stock and Issuer Warrants
exercisable into 100,000 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 169,780 shares of Issuer Common Stock, Issuer Warrants
exercisable into 332,725 shares of Issuer Common Stock, and Underwriter
Warrants exercisable into 484,350 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
169,780 shares of Issuer Common Stock, Issuer Warrants exercisable into
332,725 shares of Issuer Common Stock, and Underwriter Warrants
exercisable into 484,350 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 October 31, 2008 the Issuer had 7,486,385 shares of Issuer Common Stock
issued and outstanding, as reported in their 10-Q filed November 14, 2008
(the "Issuer Outstanding Shares"). The Paulsons actual and deemed
beneficial ownership of Issuer Common Stock represented approximately
14.3888% of the Issuer Outstanding Shares. PLCC's indirect beneficial
ownership of Issuer Common Stock represented approximately 11.8849% 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 200,000 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 1,009,155 shares.
PLCC has shared power to vote or direct the vote of 986,855
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 200,000
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
1,009,155 shares. PLCC has shared power to dispose or direct the
disposition of 986,855 shares.
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Item
5. 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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N/A
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Item
6. Ownership of More than Five Percent on Behalf of Another
Person.
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N/A
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Item
7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding
Company
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See
Item 4(a)
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Item
8. Identification and Classification of Members of the
Group
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N/A
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Item
9. Notice of Dissolution of Group
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N/A
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Item
10. Certification
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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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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. |
| Company |