The Quantum Group, Inc.
3420 Fairlane Farms Road, Suite C
Wellington, FL 33414
Tel: 561 798-9800 Fax: 561 296-3456
August 21, 2006
FOR SALE OF BRIDGE SECURITIES
The Quantum Group Inc. (“ QTUM” or the “ Company” ).
High Capital Funding, LLC (" Lead Investor ") and other persons (collectively
“ Purchasers ”). All Purchasers shall be “accredited investors” as defined in
Regulation D under the Securities Act of 1933, as amended.
Newbridge Securities Corporation (" Newbridge " or " Placement Agent ")
1451 West Cypress Creek Road, Suite 204
Fort Lauderdale, FL 33309
60 Units consisting of a convertible note (" Bridge Note " ) with a face value
of $50,000 and shares of the Company (" Bridge Shares "), with an over-
allotment option to offer up to an additional 10 Units. The Bridge Notes and
Bridge Shares are herein called the Bridge Securities .
Each Purchaser shall receive the number of Bridge Shares equal to the
principal amount of Bridge Notes purchased divided by $0.33, as set forth in
Column B of the Bridge Share Schedule attached as Exhibit A hereto.
Up to $3,000,000 ($3,500,000 with the over-allotment option).
All proceeds will be deposited in a non-interest bearing escrow account and
shall be released in multiple closings upon the consent of the Company and
the Placement Agent .
Use of Proceeds:
Retirement of the Interim Bridge (approximately $1,000,000 in principal
amount) to this Bridge Securities Offering , general corporate purposes and
Page 1 of 8
Newbridge Bridge Loan
$3 0M Bridge - Financing Agreement 08-
expansion. Sixty percent (60%) of the first $500,000 invested in this Bridge
Securities Offering will be used to repay $300,000 of principal amount of the
outstanding Interim Bridge to this Bridge Securities Offering , and fifty