SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 5, 2004
Commission File No. 000-31727
THE QUANTUM GROUP, INC.
(Exact name of small business issuer as specified in its charter)
NEVADA APPLIED FOR
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
12230 Forest Hill Boulevard
Suite 157
Wellington, Florida 33414
(Address of principal executive offices)
(561) 227-1597
(Issuer's telephone number)
Transform Pack International, Inc.
(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS
Transform Pack International, Inc. (Registrant) held a Special
Shareholder meeting on January 30, 2004.
The result of the voting was as follows.
(1) The change of the state of incorporation of Transform Pack
from Minnesota to Nevada through a merger with and into The
Quantum Group, Inc., a Nevada company formed for that purpose,
so that The Quantum Group becomes the surviving corporation;
For: 27,000,000 Against: 0
(2) A 1-for-10 reverse split in the outstanding common stock
of Transform Pack, which will be effected in the merger with
The Quantum Group by exchanging one share of The Quantum Group
for every ten shares of Transform Pack;
For: 27,000,000 Against: 0
(3) An amendment to the Articles of Incorporation of Transform
Pack to change the name of the corporation to The Quantum
Group, Inc., which will be effected in the merger as a result
of the Articles of Incorporation of The Quantum Group becoming
the Articles of Incorporation of the surviving corporation;
For: 27,000,000 Against: 0
(4) An amendment to the Articles of Incorporation of Transform
Pack to increase the number of authorized shares of common
stock from 40,000,000 to 170,000,000 and increase the number
of authorized shares of preferred stock from 5,000,000 to
30,000,000, which will be effected in the merger as a result
of the Articles of Incorporation of The Quantum Group becoming
the Articles of Incorporation of the surviving corporation;
For: 27,000,000 Against: 0
(5) An amendment to the Articles of Incorporation of Transform
Pack to opt out of the application of business combination and
control share acquisition restrictions imposed under state
law, which will be effected in the merger as a result of the
Articles of Incorporation of The Quantum Group becoming the
Articles of Incorporation of the surviving corporation;
For: 27,000,000 Against: 0
(6) An amendment to the Articles of Incorporation of Transform
Pack to allow the Board of Directors to remove a Director for
cause, which will be effected in the merger as a result of the
Articles of Incorporation of The Quantum Group becoming the
Articles of Incorporation of the surviving corporation; and
For: 27,000,000 Against: 0
(7) The 2003 Incentive Equity & Option Plan adopted by the
Board of Directors of Transform Pack on October 2, 2003.
For: 27,000,000 Against: 0
All the items having passed individually and collectively; effective
February 2, 2004 the Registrant Transform Pack International, Inc. merged into
The Quantum Group, Inc. a Nevada corporation. The Quantum Group, Inc. will be
the surviving entity and the surviving Registrant. Effective with the market
opening on February 6, 2004, the Company's stock will begin to trade under the
name The Quantum Group, Inc. and under the stock symbol QTUM in the OTCBB.
Attached is a copy of the press release made by the Company.
In addition, the Company expects to receive a new IRS Employer
Identification Number for the Nevada corporation.
ITEM 7.(C) EXHIBITS.
99.1 Press Release dated February 5, 2004.
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
f/k/a Transform Pack International, Inc.
Date: February 6, 2004 /s/ Noel J, Guillama
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Noel J. Guillama, President