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Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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1.
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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.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) £ (b) T
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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
United
States of America
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5.
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Sole
Voting Power
200,000
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6.
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Shared
Voting Power
1,204,755
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7.
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Sole
Dispositive Power
200,000
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8.
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Shared
Dispositive Power
1,204,755
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,404,755
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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)
16.7789
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12.
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Type
of Reporting Person
IN
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1.
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Names
of Reporting Persons.
Paulson
Capital Corp.
I.R.S.
Identification Nos. of above persons (entities only).
93-0589534
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) £ (b) T
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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
United
States of America
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5.
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Sole
Voting Power
0
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6.
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Shared
Voting Power
1,182,455
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7.
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Sole
Dispositive Power
0
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8.
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Shared
Dispositive Power
1,182,455
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,182,455
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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)
14.2944
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12.
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Type
of Reporting Person
BD
CO
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Item
1.
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(a)
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Name
of Issuer
ICOP
Digital, Inc.
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(b)
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Address
of Issuer's Principal Executive Offices
16801
West 116th Street
Lenexa,
Kansas 66219
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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 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.
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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 ICOP Digital, Inc.
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(e)
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CUSIP
Number
44930M203
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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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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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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
1,404,755
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 100,000
shares
of Issuer Warrants. 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 265,380
shares
of Issuer Common Stock, 332,725 shares of Issuer Warrants, and Underwriter
Warrants exercisable into 396,600 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
265,380 shares of Issuer Common Stock, 332,725 Shares of Issuer Warrants,
and the Underwriter Warrants exercisable into 396,600 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 October 31, 2007 the Issuer had 7,455,054 shares of Issuer Common
Stock
issued and outstanding, as reported in their 10QSB filed November
9, 2007
(the "Issuer Outstanding Shares"). The Paulsons actual and deemed
beneficial ownership of Issuer Common Stock represented approximately
16.7789% of the Issuer Outstanding Shares. PLCC's indirect beneficial
ownership of Issuer Common Stock represented approximately 14.2944%
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 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
The
Paulsons have shared power to vote or direct the vote of 1,204,755
shares.
PLCC has shared power to vote or direct the vote of 1,182,455
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
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
The
Paulsons have shared power to dispose or direct the disposition of
1,204,755 shares. PLCC has shared power to dispose or direct the
disposition of 1,182,455 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 o.
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Instruction:
Dissolution of a group requires a response to this item.
N/A
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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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N/A
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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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N/A
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Item
9.
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Notice
of Dissolution of Group
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Item
10.
|
Certifications
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Date:
January 30, 2008
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Chester
L.F. Paulson
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| By: | /s/ Chester L.F. Paulson | |
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Chester
L.F. Paulson
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Title:
Individually
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Jacqueline
M. Paulson
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| By: | /s/ Jacqueline M. Paulson | |
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Jacqueline
M. Paulson
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Title:
Individually
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Paulson
Capital Corp.
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| By: | /s/ Chester L.F. Paulson | |
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Chester
L.F. Paulson
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Title:
Chairman
of the Board
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