SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 12 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 23, 1998
THE QUANTUM GROUP, INC.
_______________________________
(Exact Name of Registrant as Specified in its Charter)
NEVADA 0-23812 95-4255962
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(State or Other (Commission (Employer
Jurisdiction) File Number) Identification
Number
Park Irvine Center, 14771 Myford Road, Building B, Tustin, CA 90744
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(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (714) 508-1470
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ITEM 9. Sales of Equity Securities Pursuant to Regulation S.
(a) SECURITIES SOLD.
Date Title Price Per Share Amount
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January 5, 1998 Common $1.50 1,000,000
The Company has also granted an offer to purchase the following securities
pursuant to Regulation S on or before April 30, 1998.
Title Price Per Share Amount
------ ------------------ ----------
Common $1.50 300,000
Common $2.00 300,000
Common $2.25 1,000,000
(b) UNDERWRITERS AND OTHER PURCHASERS.
All securities were sold to non U.S. persons. The 1,000,000 shares of
common stock were sold in Germany to Beteiligungs Fonds, GBR.
(c) CONSIDERATION.
The aggregate offering price was $1,500,000 and the Company paid a 10%
commission in the amount of $150,000.
(d) EXEMPTION FROM REGISTRATION CLAIMED.
The securities were sold pursuant to Regulation S as promulgated by the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
The Company did not offer the securities to any person in the United States, any
identifiable groups of U.S. citizens abroad, or to any U.S. Person as that term
is defined in Regulation S. At the time the buy order was originated, the
Company reasonably believed the Buyer was outside of the United States and
was not a U.S. Person. The Company reasonably believed that the transaction
had not been pre-arranged with a buyer in the United States. The Company has
not nor will engage in any "Directed Selling Efforts" and reasonably believes
the Buyer has not nor will engage in any "Directed Selling Efforts." The
Company reasonably believed the Buyer purchased the securities for its own
account and for investment purposes and not with the view towards distribution
or for the account of a U.S. Person.
(e) TERMS OF CONVERSION OR EXERCISE.
Not applicable.
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(f) USE OF PROCEEDS.
The use of proceeds (other than commission paid) are estimated. No proceeds
resulted in payments either directly or indirectly to directors, officers or
persons owning 10% or more of any class of equity securities; or to affiliates
of the issuer.
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<C> <S>
Gross proceeds $ 1,500,000
Commission (150,000)
Net proceeds 1,350,000
Payoff existing debt $ 700,000
Pay Rothbury agreement 400,000
Working capital 250,000
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Total Proceeds 1,350,000
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned hereunto duly authorized.
THE QUANTUM GROUP, INC..
Date: February 23, 1998 /S/ Ehrenfried Liebich
By:------------------------
Ehrenfried Liebich
President and Director
