================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                 ---------------


                                 AMENDMENT NO. 2
                                       TO
                                   FORM 10-KSB


                                 ---------------
(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     FOR THE TWELVE MONTH PERIOD ENDED OCTOBER 31, 2005

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
     OF 1934

                        COMMISSION FILE NUMBER 000-31727

                                 ---------------

                             THE QUANTUM GROUP, INC.
                (Name of registrant as specified in its charter)

                                 ---------------

         NEVADA                                               20-0774748
(State or other jurisdiction of                           (I.R.S. Employer
Incorporation or organization)                           Identification No)

                        3460 FAIRLANE FARMS ROAD, SUITE 4
                            WELLINGTON, FLORIDA 33414
               (Address of principal executive offices) (Zip Code)

                  REGISTRANT'S TELEPHONE NUMBER: (561) 798-9800


      SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT: NONE

         SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT:

                               TITLE OF EACH CLASS
                          COMMON STOCK, $.001 PAR VALUE
                       SERIES A PREFERRED, $.001 PAR VALUE

         Check whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes [X]
No [ ]

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-K contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in the definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]

Revenues for the most recent fiscal year: $1,119

         The aggregate market value of the Registrant's voting Common Stock held
by non-affiliates of the registrant was approximately $8,406,809 (computed using
the closing price of $.80 per share of Common Stock on January 31, 2006 as
reported by OTCBB, based on the assumption that directors and officers and more
than 5% stockholders are affiliates).

         There were 22,803,511 shares of the registrant's Common Stock, par
value $.001 per share, outstanding on January 31, 2006.

================================================================================

<PAGE>

                                EXPLANATORY NOTE

This Form 10-KSB/A is being filed solely to correct the dates on the Exhibit
31.1 and 31.2 Certifications which were filed pursuant to the Sarbanes-Oxley Act
of 2002. No other changes have been made.