SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

NS Advisors, LLC

(Last)

(First)

(Middle)

274 RIVERSIDE AVENUE

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/18/2007

3. Issuer Name and Ticker or Trading Symbol
Paramount Acquisition Corp [ PMQC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,868,950	I	See Foonote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants	10/21/2007	10/20/2009	Common Stock	102,000	$0.01	I	See Foonote⁽²⁾
Warrants	10/21/2007	10/20/2009	Common Stock	98,000	$0.01	I	See Foonote⁽³⁾

Explanation of Responses:

1. As of the date hereof, NS Advisors, LLC, (the "Reporting Person") indirectly beneficially owns each of the following shares of Common Stock: (i) 25,000 shares of Common Stock which are directly beneficially owned by Circle T Explorer Master Limited, by virtue of the fact that the Reporting Person is the Portfolio Manager of Circle T Explorer Master Limited, (ii) 436,136 shares of Common Stock which are directly beneficially owned by North Star Partners, L.P., by virtue of the fact that the Reporting Person is the General Partner of North Star Partners, L.P., (iii) 3,000,000 shares of Common Stock which are directly beneficially owned by NSP Holdings LLC, by virtue of the fact that the Reporting Person is the Manager of NSP Holdings LLC, and (iv) 407,814 shares of Common Stock which are directly beneficially owned by North Star Partners II, L.P., by virtue of the fact that the Reporting Person is the General Partner of North Star Partners II, L.P.

2. As of the date hereof, the Reporting Person indirectly beneficially owns warrants convertible into 102,000 shares of Common Stock by virtue of the fact that the Reporting Person is the General Partner of North Star Partners, L.P.

3. As of the date hereof, the Reporting Person indirectly beneficially owns warrants convertible into 98,000 shares of Common Stock by virtue of the fact that the Reporting Person is the General Partner of North Star Partners II, L.P.

	/s/ Andrew R. Jones, NS Advisors, LLC	10/29/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.