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OMB
Number
3235-0145
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Quantum
Group Inc.
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(Name
of Issuer)
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Common Stock
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(Title
of Class of Securities)
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74765L202
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(CUSIP
Number)
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October 31, 2008
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(Date
of Event which Requires Filing of this
Statement)
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T
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Rule
13d-1(b)
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T
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Rule
13d-1(c)
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£
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Rule
13d-1(d)
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1
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
PAULSON
CAPITAL CORP
93-0589534
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2
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a)
£
(b)
T
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3
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SEC
Use Only
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4
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Citizenship
or Place of Organization
United
States of America
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5
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Sole
Voting Power
0
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6
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Shared
Voting Power
588,000
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7
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Sole
Dispositive Power
0
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8
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Shared
Dispositive Power
588,000
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person
588,000
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10
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Check
if the Aggregate Amount in Row 9 Excludes Certain
Shares (See
Instructions) £
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11
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Percent
of Class Represented by Amount in Row 9
6.1651
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12
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Type
of Reporting Person (See
Instructions)
CO
and
BD
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1
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Chester
L.F. Paulson and Jacqueline M. Paulson as Joint Tenants
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2
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a)
£
(b)
T
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3
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SEC
Use Only
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4
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Citizenship
or Place of Organization
United
States of America
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5
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Sole
Voting Power
233,512
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6
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Shared
Voting Power
588,000
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7
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Sole
Dispositive Power
233,512
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8
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Shared
Dispositive Power
588,000
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person
821,512
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10
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Check
if the Aggregate Amount in Row 9 Excludes Certain
Shares (See
Instructions) £
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11
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Percent
of Class Represented by Amount in Row 9
8.4963
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12
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Type
of Reporting Person (See
Instructions)
N/A
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a.
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Name
of Issuer
Quantum
Group Inc.
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b.
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Address
of Issuer's Principal Executive Offices
3420
Fairlane Farms Road, Suite C
Wellington,
FL 33414
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a.
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Name
of Person Filing
This
statement is being filed jointly by each of the following persons pursuant
to Rule 13d-1(k) promulgated by the Securities and Exchange Commission
under Section 13 of the Securities Exchange Act of 1934, as amended: (i)
Chester L.F. Paulson and Jacqueline M. Paulson, as joint tenants and each
individually (together, the “Paulsons”) who control and are the managing
partners of the Paulson Family LLC (“LLC”); and (ii) Paulson Capital
Corporation (“PLCC”), an Oregon corporation, which directly wholly owns
Paulson Investment Company, Inc. (“PICI”), an Oregon corporation. The
Paulsons and PLCC are collectively referred to as the “Reporting Persons”.
The Reporting Persons schedule 13G Joint Filing Agreement is attached as
Exhibit 1.
Information
with respect to the Reporting Persons is given solely by such Reporting
Persons, and no Reporting Person assumes responsibility for the accuracy
or completeness of the information by another Reporting Person, except as
otherwise provided in Rule 13d-1(k). By their signatures on this
statement, each of the Reporting Persons agree that this statement is
filed on behalf of such Reporting Persons.
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b.
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Address
of Principal Business Office or, if None, Residence
The
Paulsons, PLCC’s, and PICI’s principal business address is:
811
SW Naito Parkway, Suite 200
Portland,
OR 97204
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c.
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Citizenship
The
Paulsons are citizens of the United States of America, and PLCC and PICI
are organized under the laws of the United States of
America.
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d.
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Title
of Class of Securities
Common
Stock for Quantum Group Inc.
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e.
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CUSIP
Number
74765L202
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a.
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T
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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b.
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£
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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c.
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£
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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d.
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£
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8).
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e.
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£
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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f.
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£
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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g.
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£
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A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
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h.
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£
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A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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i.
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£
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A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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j.
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£
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Group,
in accordance with
§240.13d-1(b)(1)(ii)(J).
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a.
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Amount
beneficially owned:
The
Paulsons may be deemed to be the beneficial owners of a total of 821,512
shares of Issuer Common Stock. The precise owners of these shares is
described more specifically in this paragraph. The Paulsons may be deemed
to control Paulson Capital Corp. (“PLCC”), which wholly owns Paulson
Investment Company, Inc. (“PICI”). The Paulsons control and are the
managing partners of the Paulson Family LLC (“LLC”). Chester Paulson
directly owns 101,920 shares of Issuer Common Stock and 131,592 of Issuer
Warrants exercisable into 131,592 shares of Issuer Common Stock.
Jacqueline M. Paulson directly owns 0 shares of Issuer Common Stock and 0
shares of Issuer Warrants. The Paulsons may be deemed to indirectly own 0
shares of Issuer Common Stock, 0 Issuer Warrants, and Underwriter Warrants
exercisable into 588,000 shares of Issuer Common Stock through PICI.
Pursuant to SEC rule 13d-4, the Paulsons expressly disclaim beneficial
ownership of the 0 shares of Issuer Common Stock, 0 shares of Issuer
Warrants, and Underwriter Warrants exercisable into 588,000 shares of
Issuer Common Stock of which PICI is record owner.
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b.
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Percent
of class:
As
of September 18, 2008, the Issuer had 8,949,501 shares of Issuer Common
Stock issued and outstanding, as reported in their 10-Q filed September
22, 2008 (the “Issuer Outstanding Shares”). The Paulsons actual and deemed
beneficial ownership of Issuer Common Stock represented approximately
8.4963% of the Issuer Outstanding Shares. PLCC’s indirect beneficial
ownership of Issuer Common Stock represented approximately 6.1651% of the
Issuer Outstanding Shares.
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c.
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Number of shares as to which the person has: | |
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i.
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Sole
power to vote or to direct the vote:
The
Paulsons have sole power to vote or direct the vote of 233,512 shares.
PLCC has sole power to vote or direct the vote of 0
shares.
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ii.
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Shared
power to vote or to direct the vote:
The
Paulsons have shared power to vote or direct the vote of 588,000 shares.
PLCC has shared power to vote or direct the vote of 588,000
shares.
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iii.
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Sole
power to dispose or to direct the disposition of:
The
Paulsons have sole power to dispose or direct the disposition of 233,512
shares. PLCC has sole power to dispose or direct the disposition of 0
shares.
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iv.
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Shared
power to dispose or to direct the disposition of:
The
Paulsons have shared power to dispose or direct the disposition of 588,000
shares. PLCC has shared power to dispose or direct the disposition of
588,000
shares.
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N/A
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N/A
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See
Item 4(a)
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N/A
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N/A
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By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
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January 21, 2009
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Date
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/s/ Chester L.F. Paulson
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Signature
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Chester
L.F. Paulson
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Individually
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Name
/ Title
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/s/ Jacqueline M.
Paulson
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Signature
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Jacqueline
M. Paulson
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Individually
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Name
/ Title
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Paulson
Capital Corp
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/s/ Chester L.F. Paulson
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Signature
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Chester
L.F. Paulson
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Chairman of the Board
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Name
/ Title
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