8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 19, 2007

THE QUANTUM GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada	0-31727	20-0774748
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3420 Fairlane Farms Road, Suite C Wellington, Florida	33414
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (561) 798-9800

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02

Unregistered Sales of Equity Securities

On March 19, 2007 The Quantum Group, Inc. (the “Company”) closed a private placement of 60 units for gross proceeds of $3,000,000. The units were sold to 64 accredited investors. Each unit included $50,000 8% secured convertible debenture and 151,515 shares of unregistered shares of common stock. The Company has issued an aggregate 9,090,900 shares of restricted common stock in relation to the sale of these units. Each convertible debenture matures on June 30, 2007, but can be extended by 60 days by the placement agent. Principal and interest on the convertible debentures may be converted into Company securities offered in the future at a conversion price equal to 70% of the offering price of such securities. In the event the principal and/or interest is not paid on the convertible debenture by the maturity date, the interest rate shall be increased to 1.5% per month until payment in full of all principal, interest and fees or expenses.

Repayment of the convertible debentures is secured by a lien on all tangible and intangible assets of the Company evidenced by a security agreement.

In connection with the private placement a placement agent received: (1) 10% commission on the gross proceeds, (2) 3% of gross proceeds for unaccountable expenses, (3) one warrant for each unit sold to purchase 15,151 shares of common stock at $0.33 per share, and (4) repayment of expenses of $25,000.

The Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission for the purposes of registering the resale of the shares of common stock (including shares underlying the convertible debentures) issued in the private placement.

The securities were issued to the investors without registration under the Securities Act of 1933 based upon exemptions from registration provided under Section 4(2) of the Act and Regulation D promulgated thereunder. The issuances did not involve any public offering, and no general solicitation or general advertising was used in connection with the offering.

Item 7.01

Regulation FD Disclosure

A copy of the press release regarding the foregoing transaction is furnished herewith as an exhibit.

Item 9.01

Financial Statement and Exhibits

(d)

Exhibits

Number

Exhibit

99.1

Press Release dated March 19, 2007

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 22, 2007     

THE QUANTUM GROUP, INC.
BY:	/s/ Noel Guillama
	Noel Guillama
	Chief Executive Officer

EX-99.1

The Quantum Group, Inc.          healthcare solutions for a new generation ^SM



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3420 fairlane farms road, suite c   ¨   wellington, florida  33414   ¨   561.798.9800 (office)   ¨   561.296.3456 (fax)

FOR IMMEDIATE RELEASE 03/19/2007:

The Quantum Group, Inc. Announces the Closing of $3 Million
Convertible Debt Financing

WELLINGTON, Fla. (March 19, 2007) - The Quantum Group, Inc. (OTCBB: QTUM) (www.QTUM.com) announced today that it has closed on $3 million of convertible debt financing.  The terms of the financing will be disclosed in a Current Report on Form 8-K shortly to be filed with the Securities and Exchange Commission.

The offer and sale of the Company's securities was made pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended. All of the offers and sales of the Company's securities were made exclusively to accredited investors in offers and sales not involving a public offering insofar as the purchasers in the private placement were accredited investors purchasing the securities for their own account and not with a view towards or for resale in connection with their distribution. The private placement was conducted without general solicitation or advertising. This filing shall not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any offer or sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

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The Quantum Group, based in Wellington, Florida, is one of Florida’s largest community based healthcare provider systems. In conjunction with its subsidiary companies, Renaissance Health System of Florida, Inc. (RHS) (www.RHSFL.com) and QMed BILLING, Inc. (www.QMEDBILLING.com), Quantum provides administrative and support services to the Florida managed care industry as well as to the physicians of Florida. Through our growing number of nearly 1,300 contracted physicians and multiple managed care relationships in the state of Florida, we are strategically positioned to bring increased efficiencies to the over $1OO billion Florida healthcare industry.  According to an article published in the August 22, 2006 edition of the New York Times (By Gina Kolata), “By 2030, predicts Robert W. Fogel, a Nobel laureate at the University of Chicago Graduate School of Business, about 25 percent of the G.D.P.

will be spent on health care, making it “the driving force in the economy,” just as railroads drove the economy at the start of the 20th century.”

Certain statements contained in this news release, which are not based on historical facts, are forward-looking statements as the term is defined in the Private Securities Litigation Reform Act of 1995, and are subject to substantial uncertainties and risks in part detailed in the respective Company's Securities and Exchange Commission 10-KSB, 10-QSB, S-8 and 8-K filings, that may cause actual results to materially differ from projections. Although the company believes that its expectations are reasonable assumptions within the bounds of its knowledge of its businesses, expectations, representations and operations, there can be no assurance that actual results will not differ materially from their expectations. Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include the company's ability to execute properly its n ew business model, to raise substantial and immediate additional capital to implement its continuing business model, the ability to attract and retain personnel – including highly qualified executives, management and operational personnel, ability to negotiate favorable current debt and future capital raises, ability to manage the care of its patients with reasonable medical loss ration, ability to negotiate beneficial managed care agreements with a diversified and expanding provider base, continue to supply the services needed by the HMO clients as well as the growing list of physician clients and the inherent risk associated with a diversified business to achieve positive cash flow. In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained in this press release will, in fact, occur.

Media Contact : 

Danielle Amodio

Vice President, Corporate Communications

The Quantum Group, Inc.

561.798.9800