Commission UNITED STATES
File Number SECURITIES AND EXCHANGE COMMISSION
0-23812 Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
X Form 10-K Form 20-F Form 11-K Form 10-Q Form N-SAR
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For Period Ended: December 31, 1996
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( ) Transition Report on 10-K
( ) Transition Report on 20-F
( ) Transition Report on 11-K
( ) Transition Report on 10-Q
( ) Transition Report on N-SAR
For the Transition Period Ended : --------------------------------------
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates.
____________________________________________________________________
____________________________________________________________________
PART I - REGISTRANT INFORMATION
The Quantum Group, Inc.
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Full Name of Registrant
Not Applicable
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Former Name if Applicable
Park Irvine Business Center, 14771 Myford Road, Building B
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Address of Principal Executive Office (Street and Number)
Tustin, California 92780
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could be filed without unreasonable effort or expense and
the registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate).
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort of expense;
X (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K, Form N-SAR, of portion therof, will be
- ---- filed on or before the fifteenth calendar day following the prescribed
(Check) due date; or the subject quarterly report of transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statements or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
The Registrant has an inactive Canadian Subsidiary. In the late audit stages it
was disclosed to the Accountant that there was a bank account in Canada with
funds from sources unknown. Additional audit procedure will be necessary to
complete the consolidated report. <PAGE>
PART IV- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Keith Fryer 714 508-1470
_____________________________ ___________ ______________________
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(b) of
the Securities and Exchange Act of 1934 or Section 30 or the Investments
Company Act of 1940 during the preceding 12 months (or for such shorter)
period that the Registrant was required to file such reports) been filed?
If answer is no, identify report(s).
X Yes No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof?
X Yes No
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If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
In prior years the Company had major losses from accounts receivable write
off. These will no repeat in the current report.
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The Quantum Group, Inc.
__________________________________________________________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
March 31, 1997 /s/ Keith Fryer
Date:_______________ By: ___________________________________
Keith Fryer Vice-President<PAGE>
