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):  October 15, 2009

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The Quantum Group, Inc.

(Exact name of registrant as specified in its charter)

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Nevada	000-31727	20-0774748
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

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

(Address of Principal Executive Office) (Zip Code)

(561) 798-9800

(Registrant’s telephone number, including area code)

N/A

(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:

¨ 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 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard: Transfer of Listing.

On October 21, 2009, The Quantum Group, Inc. (the “Company”) notified the NYSE Amex LLC (the “Exchange”) of its intent to voluntarily delist its common stock, Class A warrants and Class B warrants (collectively, “Securities”) from the Exchange by filing a Form 25 with the Securities and Exchange Commission on or about November 2, 2009.  The Company anticipates that the delisting will be effective 10 days after the date of filing of the Form 25, on or about November 12, 2009.  The Board of Directors of the Company approved the voluntary delisting of the Securities on October 19, 2009.  Upon delisting from the Exchange, the Company intends to have the Securities quoted on the OTC Bulletin Board (“OTCBB”).

The Company received a deficiency letter from the Exchange dated March 17, 2009, advising that the Company was not in compliance with Section 1003(a)(iv) (“Section 1003(a)(iv)”) of the NYSE Amex LLC Company Guide (the “Company Guide”).  Specifically, the Exchange staff noted that the Company had sustained losses that were so substantial in relation to its overall operations or its existing financial resources, or its financial condition had become so impaired that it appeared questionable, in the opinion of the Exchange, whether the Company would be able to continue operations and/or meet its obligations as they matured.  On April 16, 2009, the Company submitted a plan of compliance outlining its strategy to regain compliance with the continued listing requirements set forth in Section 1003(a)(iv) by September 17, 2009 (the “Plan Period”), which was accepted by the Exchange on May 28, 2 009.

By letter dated October 15, 2009, the Exchange staff notified the Company that the Company was unable to regain compliance with the requirements of Section 1003(a)(iv) during the Plan Period and that the Staff intended to strike the Securities from the Exchange (the “Staff Determination”).  In addition, the letter cited the failure by the Company to comply with the listing standard contained in Section 301 of the Company Guide (“Section 301”) during the Plan Period.  Section 301 states that a listed company is not permitted to issue, or to authorize its transfer agent or registrar to issue or register, additional securities of a listed class until it has filed an application for the listing of such additional securities and received notification from the Exchange that the securities have been approved for listing.  As set forth in the Amex letter, the Staff Determination and the additional deficiency under Section 301 constituted notice of a failure to satisfy one or more continued listing standards of the Exchange.  The letter also informed the Company that it had the right to appeal the Staff Determination.

On October 16, 2009, the Board of Directors of the Company, having determined that it was not in the best interests of the Company and its shareholders to appeal the delisting, directed the Company to take the appropriate steps to have the Securities quoted on the OTCBB for several reasons:

(a)

The Company has incurred significant expense from Exchange listing fees, additional listing application fees, legal, accounting and transaction structuring expenses, each of which it will not be required to incur if its securities are quoted on the OTCBB.

(b)

The Company may be in a more favorable position to raise the funds that it requires to continue to grow its business by not being subject to the requirements imposed on such activities by the Exchange.

(c)

Management believes that the price of the Company securities will be determined by investors based primarily on financial performance without regard to the Exchange listing of the Company and that its uncertain listing status may have contributed to the low price of its traded securities.

(d)

Management anticipates that although quotation of Company securities on the OTCBB may result in a less liquid market for the securities, public trading of Company securities would continue without interruption by holders desiring to trade.

A market maker in the Company securities has agreed to file a Form 211 application with the Financial Industry Regulatory Authority on behalf of the Company to seek the quotation of the Securities on the OTCBB.    

On October 21, 2009, the Company issued a press release reporting its receipt of the Amex Letter, and its election not to appeal the Staff Determination, to voluntarily delist the Securities from the Exchange and to seek quotation of the Securities on the OTCBB, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

99.1

Press release dated October 21, 2009.

SIGNATURES

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

	The Quantum Group, Inc.
Date: October 21, 2009	By:	/s/ Noel J. Guillama
		Noel J. Guillama Chairman, President and Chief Executive Officer

EX-99.1

EXHIBIT 99.1

healthcare solutions for a new generation^TM

3420 Fairlane Farms Road, Suite C ¨  Wellington, Florida  33414  ¨   561.798.9800 (office)  ¨   561.296.3456 (fax)

The Quantum Group Receives Delisting Notice from Amex and Initiates Process to Voluntarily Delist its Securities from Amex and Commence Quotation on OTC Bulletin Board

WELLINGTON, Fla. (October 21, 2009) – On October 21, 2009, The Quantum Group, Inc. (the “Company”) (NYSE Amex: QGP) notified the NYSE Amex LLC (“Amex”) of its intent to file a Form 25 with the Securities and Exchange Commission on or about November 2, 2009, and voluntarily delist its common stock, Class A warrants and Class B warrants from Amex.  The Company anticipates that the delisting will be effective on or about November 12, 2009, 10 days after the date of its filing of the Form 25.  Upon delisting from Amex, the Company intends to have its publicly traded securities quoted on the OTC Bulletin Board following clearance by the Financial Industry Regulatory Authority (FINRA) of a Form 211 application filed by a market maker in Company securities.    

The Company has previously reported its receipt of a deficiency letter from Amex dated March 17, 2009, advising that the Company was not in compliance with Section 1003(a)(iv) of the NYSE Company Guide.  Specifically, the Company had sustained losses that were so substantial in relation to its overall operations or its existing financial resources, or its financial condition had become so impaired that it appeared questionable, in the opinion of Amex, whether the Company would be able to continue operations and/or meet its obligations as they matured.  The Company submitted a plan of compliance, accepted by Amex on May 28, 2009, outlining its strategy to regain compliance with the continued listing requirements by September 17, 2009.  By letter dated October 15, 2009, Amex informed the Company of its determination that the Company was unable to regain compliance with these lis ting requirements and that it intended to strike the Securities from Amex.  In addition, the letter cited the failure of the Company to comply with Section 301 of the Company Guide.  Section 301 states that a listed company is not permitted to issue, or to authorize its transfer agent or registrar to issue or register, additional securities of a listed class until it has filed an application for the listing of such additional securities and received notification from the Exchange that the securities have been approved for listing.  The letter also informed the Company that it had the right to appeal the staff determination to delist the Securities.

After considering the costs to the Company of compliance with the continued listing requirements of Amex and other factors, the Board determined that it was not in the best interests of the Company and its shareholders to appeal the delisting of the Company securities from Amex and approved the voluntary delisting of the securities on October 19, 2009.

About The Quantum Group, Inc.

The Quantum Group is an innovation‐driven Healthcare Services Organization (HSO) that provides Technology Solutions through PWeR, a 21st Century Electronic Medical Records (EMR) platform; Provider Systems and services through Renaissance Health Systems, a Medical Services Organization (MSO) with more than 2,000 affiliated providers; and Business Services for healthcare providers and facilities through Quantum Global Professional Services.

For more information, please visit www.QuantumMD.com.

About PWeR™

PWeR stands for Personal Wellness electronic Record™. This 21st Century EMR solution is a new breed, intelligent healthcare information platform that hosts medical records and permits interactive use. Medical records will follow the patient, giving every healthcare provider that sees a particular patient access to all the information needed to assist in their diagnosis and treatment plan. Providers can access a patientʹs entire medical record at one glance. Patients can look back over physician instructions or track their wellness progress. In critical situations or in providing treatment to PWeR patients, hospitals are enabled to access full medical histories and make educated treatment decisions based on accurate data. One patient… one record™.

That’s PWeR. For more information, please visit www.myPWeR.com.

Certain statements contained in this news release that 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 risks and uncertainties. These risks and uncertainties are in part detailed in the Annual Report of the Company on Form 10‐K for the fiscal year ended October 31, 2008, and its Quarterly Reports on Form 10‐Q (“Quarterly Reports”) for the periods ended January 31, April 30 and July 31, 2009, which were filed with the Securities and Exchange Commission. Forward‐looking statements can be identified by the use of words such as ʺexpects,ʺ ʺplans,ʺ ʺwill,ʺ ʺmay,ʺ ʺanticipates,ʺ ʺbelieves,ʺ ʺshould,ʺ ʺintends,ʺ ʺestimatesʺ and “could,” other words of s imilar meaning and the negative form of such words. These statements are subject to risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by these forward‐looking statements. Such risks and uncertainties include, without limitation, the ability of the Company to obtain the clearance it seeks from FINRA for the quotation of its securities on the OTCBB, the continued market liquidity of its securities after they are delisted from Amex, the ability of the Company to properly execute its business model, to raise substantial and immediate additional capital in the current credit markets, to implement its business model, to continue its upward revenue growth trend through the end of the current fiscal year and into fiscal 2010, to control patient medical costs relative to income received, to attract and retain qualified executive, management and operational personnel, to continue growing its patient base, to nego tiate or renegotiate favorable terms for its current debt and future financings, to negotiate favorable agreements with a diversified provider base and HMO payers and to continue to supply the services required by these HMO payers and provider clients. There can also be no assurance that the deployment by the Company of its PWeR™ technology platform will be commercially successful or that the continuing infrastructure development, hosting, security, sales and servicing will be accomplished in a timely manner or at all or be accepted by clients. The PWeR platform may also experience further potential complications during utilization by clients, technical and software setbacks and any unexpected costs of development, as well as pricing and completive pressures, and the capital necessary to deploy it may not be available on time or at all. The Company is also subject to changes in federal and state government regulations dealing with its provider system and technology solutions that could have a material adverse effect on its financial condition and result in interruptions of services, and to contractual risk, expenses and compliance with its alliance partner(s) agreements. The Company does not undertake any obligation to release any revisions to these forward‐looking statements publicly to reflect events occurring after the date of this report or to reflect the occurrence of unanticipated events. As a result, investors should not place undue reliance on these forward‐looking statements.

FOR MORE INFORMATION, PLEASE CONTACT:

RedChip Companies

Dave Gentry:  407.644.4256 x104

dave@redchip.com

or

PR Financial Marketing

Jim Blackman: 713.256.0369

jim@prfmonline.com

or

The Quantum Group, Inc.

Danielle Amodio:  561.798.9800

DAmodio@QuantumMD.com