OMB
Number
|
3235-0145
|
Quantum
Group Inc.
|
(Name
of Issuer)
|
Common
Stock
|
(Title
of Class of Securities)
|
74765L202
|
(CUSIP
Number)
|
October
31, 2008
|
(Date
of Event which Requires Filing of this
Statement)
|
R
|
Rule
13d-1(b)
|
£
|
Rule
13d-1(c)
|
£
|
Rule
13d-1(d)
|
1.
|
Names
of Reporting Persons.
|
I.R.S.
Identification Nos. of above persons (entities only).
|
|
PAULSON
CAPITAL CORP
|
|
93-0589534
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
a.
£
|
|
b.
R
|
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
|
United
States of America
|
5.
|
Sole
Voting Power
|
|
Number
of
|
0
|
|
Shares
|
||
Beneficially
|
6.
|
Shared
Voting Power
|
Owned
by
|
840,000
|
|
Each
|
||
Reporting
|
7.
|
Sole
Dispositive Power
|
Person
With:
|
0
|
|
8.
|
Shared
Dispositive Power
|
|
840,000
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
840,000
|
|
10.
|
Check
if the Aggregate Amount in Row 9 Excludes Certain
Shares (See Instructions) o
|
11.
|
Percent
of Class Represented by Amount in Row
9
|
8.58
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
BD
and CO
|
1.
|
Names
of Reporting Persons.
|
I.R.S.
Identification Nos. of above persons (entities only).
|
|
Chester L.F.
and Jacqueline M. Paulson as Joint Tenants
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
a.
£
|
|
b.
R
|
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
|
United
States of America
|
5.
|
Sole
Voting Power
|
|
Number
of
|
233,512
|
|
Shares
|
||
Beneficially
|
6.
|
Shared
Voting Power
|
Owned
by
|
840,000
|
|
Each
|
||
Reporting
|
7.
|
Sole
Dispositive Power
|
Person
With:
|
233,512
|
|
8.
|
Shared
Dispositive Power
|
|
840,000
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
1,073,512
|
|
10.
|
Check
if the Aggregate Amount in Row 9 Excludes Certain
Shares (See Instructions) o
|
11.
|
Percent
of Class Represented by Amount in Row
9
|
10.8205
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
IN
|
a.
|
Name
of Issuer
|
b.
|
Address
of Issuer's Principal Executive
Offices
|
a.
|
Name
of Person Filing
|
b.
|
Address
of Principal Business Office or, if None,
Residence
|
c.
|
Citizenship
|
d.
|
Title
of Class of Securities
|
e.
|
CUSIP
Number
|
a.
|
R
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
|
|
b.
|
£
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
c.
|
£
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
|
d.
|
£
|
Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8).
|
e.
|
£
|
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
f.
|
£
|
An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
|
g.
|
£
|
A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
|
h.
|
£
|
A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
|
i.
|
£
|
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);
|
j.
|
£
|
Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
|
a.
|
Amount
beneficially owned:
|
b.
|
Percent
of class:
|
c.
|
Number
of shares as to which the person
has:
|
i.
|
Sole
power to vote or to direct the
vote:
|
ii.
|
Shared
power to vote or to direct the
vote:
|
iii.
|
Sole
power to dispose or to direct the disposition
of:
|
iv.
|
Shared
power to dispose or to direct the disposition
of:
|
November
03, 2008
|
Date
|
/s/ Chester
L.F. Paulson
|
Signature
|
Chester
L.F. Paulson
Individually
|
Name
/ Title
|
/s/ Jacqueline
M. Paulson
|
Signature
|
Jacqueline
M. Paulson
Individually
|
Name
/ Title
|
/s/
Chester L.F. Paulson
|
Signature
|
Chester
L.F. Paulson
Chairman
of the Board
|
Name
/ Title
|
Paulson
Capital Corp
|
Company
Name
|