UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Cell Robotics International, Inc.
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(Name of Issuer)
Issuer Common Stock
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(Title of Class of Securities)
457-961-100
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(CUSIP Number)
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] 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 in 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).
Page 1 of 6 pages
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CUSIP No. 457-961-100
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1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Paulson Capital Corp.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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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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5. Sole Voting Power
NUMBER 737,635
OF --------------------------------------------------------
SHARES 6. Shared Voting Power
BENEFICIALLY
OWNED
BY --------------------------------------------------------
EACH 7. Sole Dispositive Power
REPORTING
PERSON 737,635
WITH --------------------------------------------------------
8. Shared Dispositive Power
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
737,635
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10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
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11. Percent of Class Represented by Amount in Row (11)
8.4%
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12. Type of Reporting Person (See Instructions)
CO
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Page 2 of 6 pages
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Item 1. Issuer
(a) The name of the Issuer is Cell Robotics International, Inc.
(b) The Issuer's Principal Executive Offices are located at 2715 Broadbent
Parkway NE, Albuquerque, New Mexico 87107.
Item 2. Reporting Person and Security
(a) This Statement is filed by Paulson Capital Corp. ("PCC"), a
Corporation.
(b) PCC's Principal Business Office is located at 811 SW Naito Parkway,
Ste. 200, Portland, OR 97204.
(c) PCC is organized in the United States of America.
(d) This Statement relates to shares of Common Stock of Cell Robotics
International, Inc.
(e) The CUSIP Number assigned to the Common Stock of the issuer is
457-961-100
Item 3. If this statement is filed pursuant to Rule 13d-l(b), or 13d-2(b), check
whether the person filing is a: (Not applicable.)
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the act
(d) [ ] Investment Company registered under section 8 of the Investment
Company Act
(e) [ ] Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see ss.240.13d-l(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with ss.240.13d-l(b)(ii)(G)
(Note: See Item 7)
(h) [ ] Group, in accordance with ss.240.13d-l(b)(1)(ii)(H)
Item 4. Ownership
(a) Under the rules and regulations of the Securities and Exchange
Commission, PCC may be deemed to be the beneficial owner of a total of 737,635
shares of Issuer Common Stock.
(b) Of the 8,221,091 shares of the Issuer's Common Stock outstanding as of
September 30, 1999, PCC's beneficial ownership represented approximately 8.4%.
(c) Paulson Investment Company, Inc. ("PIC") is the wholly owned
subsidiary of PCC. PIC is the record holder of the common stock, warrants and
units over which PCC has the power to vote
Page 3 of 6
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or direct the vote and to dispose or to direct the disposition of the total
amount of shares that it beneficially owns. The shares beneficially owned by PCC
include 737,635 shares of common stock owned by PIC comprised of the following
(for purposes of the discussion of beneficial ownership, "Warrant" shall refer
to a warrant entitling the holder to purchase one share of the issuer's common
stock): a warrant to purchase 9.3725 units, each of which is convertible into
20,000 shares of common stock and 10,000 Warrants; a warrant to purchase 29,800
units each of which is convertible into one share Convertible Preferred Stock
and two Warrants (each Convertible Preferred is convertible into four shares
Common Stock); 210,000 shares Common Stock; 45,000 Warrants and; 22,660 Warrants
held in PIC's trading account.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
PCC has filed this schedule pursuant to Rule 13d-1(c). See attached Exhibit
A identifying the relevant subsidiary.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
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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.
Dated January 12, 2000
PAULSON CAPITAL CORP.
CHESTER L.F. PAULSON
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Signature
Chester L.F. Paulson,
Chairman of the Board
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[Name/Title]
Page 5 of 6
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EXHIBIT A
Exhibit to Item 7
Paulson Investment Company, Inc. is the subsidiary of Paulson Capital Corp.
which acquired the security being reported on by the parent holding company.
Paulson Investment Company, Inc. is located at 811 SW Naito Parkway, Ste. 200,
Portland, OR 97204.
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