UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Check One: [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form NSAR
For the period ended: October 31, 2005
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form NSAR
For the transition period ended: Not Applicable
--------------------------------------------------------------------------------
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION
HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
--------------------------------------------------------------------------------
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: Not Applicable
________________________________________________________________________________
PART I - REGISTRANT INFORMATION
The Quantum Group, Inc.
________________________________________________________________________________
Full Name of Registrant:
Transform Pack International, Inc.
________________________________________________________________________________
Former Name if Applicable:
3460 Fairlane Farms Road, Suite 4
________________________________________________________________________________
Address of Principal Executive Office (Street and Number):
Wellington, Florida 33414
________________________________________________________________________________
City, State and Zip Code
PART II - RULES 12B-25(B) AND (C)
If the subject report could not 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 reason described in reasonable detail in Part III of this
| form could not be eliminated without unreasonable effort or
| expense.
| (b) The subject annual report, semi-annual report, transition report
| on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
[X] | portion thereof, will be filed on or before the fifteenth
| calendar day following the prescribed due date; or the subject
| quarterly report or transition report on Form 10-Q or subject
| distribution report on Form 10-D, or portion thereof, will be
| filed on or before the fifth calendar day following the
| prescribed due date; and
|
| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 1O-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof could not be filed
within the prescribed time period. [Amended in Release No. 34-26589 (Paragraph
72,435), effective April 12, 1989, 54 F.R. 10306.]
The Company was unable to complete and obtain required financial and
other information without unreasonable effort and expense
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Noel Guillama (561) 798-9800
-------------------- ------------ -------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 for Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed?
Yes [X] No [ ]
If answer is no, identify report(s): Not Applicable
________________________________________________________________________________
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal years will be reflected by the
earning statements to be included in the subject report or portion thereof?
Yes [ ] No [X]
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. (See attachment).
================================================================================
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.
/s/ Donald B. Cohen
-----------------------------
Date: January 27, 2006 By: Donald B. Cohen
Vice President and CFO