United States Securities and Exchange Commission EDGAR Filing

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON December 6, 2007

 

 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549


FORM 8-A


FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934


The Quantum Group, Inc.

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(Exact Name of Registrant as Specified in Its Charter)


Nevada

20-0774748

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(State of Incorporation or Organization)

(I.R.S. Employer Identification No.)


3420 Fairlane Farms Road, Suite C, Wellington, Florida 33414

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(Address of Principal Executive Offices)(Zip Code)


If this form relates to the registration

If this form relates to the

of a securities pursuant to Section

registration of a class of securities

12(b) of the Exchange Act and is

pursuant to Section 12(g) of the

effective upon filing pursuant to

Exchange Act and is effective pursuant

General Instruction A.(c), please check

to General Instruction A.(d), please

check the following box. /X/

check the following box. /_/


Securities Act registration statement file number to which this form relates: 333-142990


Securities to be Registered Pursuant to Section 12(b) of the Act:


Title of each class

Name of each exchange on which

to be so registered

each class is to be registered

 

 

Units, each consisting of three shares of

American Stock Exchange

Common Stock, two Class A Warrants

 

and two Class B Warrants

 

Common Stock, par value $0.001 per share

American Stock Exchange

Class A Warrants

American Stock Exchange

Class B Warrants

American Stock Exchange


Securities to be Registered Pursuant to Section 12(g) of the Act:    None


 

 



Item 1.   Description of Registrant’s Securities to be Registered.


The description of securities required by this Item is contained in the Registration Statement of the Registrant on Form SB-2, File No. 333-142990, filed with the U.S. Securities and Exchange Commission on May 15, 2007, and subsequently amended on May 17, July 5, July 6, September 25, September 26, October 25, November 20 and December 6 2007 and as further amended from time to time thereafter (the “Registration Statement”) and is incorporated herein by reference to such filing. See "Description of Securities."


Item 2.   Exhibits


The following exhibits required to be filed by this item are either filed herewith or, pursuant to Rule 12b-32 of the Act, incorporated herein by reference to the exhibits filed by the registrant with the Registration Statement:


1.

Specimen copy of the Common Stock Certificate (Exhibit 4.6 to the Registration Statement).

2.

Specimen copy of the Unit Certificate (Exhibit 4.3 to the Registration Statement).

3.

Specimen copy of the Class A Warrant and Class B Warrant (Exhibit 4.4 and 4.5 to the Registration Statement, respectively).

4.

Form of Warrant Agreement (Exhibit 4.1 to the Registration Statement).

5.

Articles of Incorporation, as amended (Exhibit 3.1(i) to the Registration Statement).

6.

Bylaws, as amended (Exhibit 3.1(ii) to the Registration Statement).


Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.


Dated:   December 6, 2007


 

The Quantum Group, Inc.

 

 

 

 

By:

/s/ Noel J. Guillama

 

 

Noel J. Guillama

 

 

President and Chief Executive Officer





EXHIBIT INDEX


No.

DESCRIPTION


1.

Specimen copy of the Common Stock Certificate (Exhibit 4.6 to the Registration Statement).

2.

Specimen copy of the Unit Certificate (Exhibit 4.3 to the Registration Statement).

3.

Specimen copy of the Class A Warrant and Class B Warrant (Exhibit 4.4 and 4.5 to the Registration Statement, respectively).

4.

Form of Warrant Agreement (Exhibit 4.1 to the Registration Statement).

5.

Articles of Incorporation, as amended (Exhibit 3.1(i) to the Registration Statement).

6.

Bylaws, as amended (Exhibit 3.1(ii) to the Registration Statement).