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Author Topic: QTFV dropping like a stone...!?
Ming
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Any info on this?
Posts: 163 | Registered: Feb 2004  |  IP: Logged | Report this post to a Moderator
EverGreen
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I heard on another board they are asking approval vote for 1:10 RS !!!
If true - forget it

quote:
Originally posted by Ming:
Any info on this?


Posts: 1442 | From: Lugano - Switzerland | Registered: Sep 2003  |  IP: Logged | Report this post to a Moderator
Special J
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This was just filed today with the SEC:

QTFV -- QT 5, Inc.
Com (15 Cents)


Filed pursuant to Rule 424(b)(3)
Registration No. 333-113051

QT 5, INC.

184,608,958 SHARES OF COMMON STOCK
This prospectus covers the resale by selling shareholders of up to 184,608,958 shares of our common stock, $0.001 par value. The selling shareholders are offering

134,508,958 shares of common stock underlying our 6% Convertible Debentures, and

50,100,000 shares of common stock underlying warrants.

These securities are more fully described in the section of this prospectus titled "Description of Securities to be Registered".

The selling shareholders will sell in accordance with the terms described in the section of this prospectus titled "Plan of Distribution". We will not receive any of the proceeds from the sale of the shares by the selling shareholders.

Our common stock is listed on the Over-The-Counter Bulletin Board. Our trading symbol is "QTFV."

AN INVESTMENT IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE OUR SECURITIES ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SEE "RISK FACTORS" BEGINNING AT PAGE 2.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is March 2, 2004


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QT 5, INC.


TABLE OF CONTENTS

Page No.
Prospectus Summary 1

Risk Factors 2

Forward Looking Statements 5

Description of Securities to be Registered 5

Selling Shareholders 6

Plan of Distribution 7

Use of Proceeds 7

Directors, Executive Officers, Promoters and Control Persons 8

Security Ownership of Certain Beneficial Owners and Management 9

Disclosure of Commission Position on Indemnification for
Securities Act Liabilities 9

Organization 11

Our Business 11

Description of Property 13

Legal Proceedings 13

Management's Discussion and Analysis of Financial Condition
and Results of Operations 14

Financial Statements F-1 through F-42

Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 30

Certain Relationship and Related Transactions 30

Market for Common Equity and Related Shareholder Matters 20

Executive Compensation 23

Experts 26


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

PROSPECTUS SUMMARY
THIS SUMMARY HIGHLIGHTS IMPORTANT INFORMATION ABOUT OUR BUSINESS AND ABOUT THIS OFFERING. BECAUSE IT IS A SUMMARY, IT DOES NOT CONTAIN ALL THE INFORMATION YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. PLEASE READ THE ENTIRE PROSPECTUS.


QT 5, INC.
We are currently the licensee of various quick test devices and quantitative testing analyzers which we are preparing to bring to market. In October 2003 we entered into a License Agreement of Intellectual Property with VMM, LLC. Under this agreement, we licensed the exclusive right, worldwide, to sell and distribute, under our brand name, specific point of care quick-test devices and quantitative testing analyzers to the retail, professional and governmental healthcare markets. These include an FDA cleared urine specimen drug screening test and a disease testing target system platform to identify Rubella, Herpes, Roravirus, Strep Group A, Infectious Mononucleosis, Myoglobin, CK-MB, Cardiac Troponin and Pregnancy. In addition, an HIV 1&2 test is pending phase 3 clearance by the FDA. During the next 12 months, we expect to submit tests for Hepatitis, Prostate PSA count, West Nile Virus and SARS to the FDA for clearance.

On April 7, 2002 we entered into an Agreement for the Assignment of Patent Rights to U.S. Patent No. 6,268,386 relating to the formulation of nicotine water-based products. We refer to this patent throughout this prospectus as the "NICO Patent." The agreement was effective upon the execution and delivery of the assignment of patent. The assignment of patent was executed and delivered to us on June 26, 2002. Our first water-based homeopathic nicotinum (nicotine) product was NICOWater(TM), an odorless and tasteless water-based product that is designed to relieve the self-diagnosed symptoms of tobacco cravings. In May 2003 we began shipping NICOWater(TM).

In May 2003 Mr. Marshall Anluaf Thompson, owner of the NICO Patent, alleged that he was entitled to terminate the assignment of the NICO Patent based upon our failure to meet certain conditions required by the assignment agreement, including performance conditions. The dispute was heard by a panel of arbitrators who, on January 8, 2004, concluded that Mr. Thompson was entitled to terminate the assignment agreement. Immediately following the decision we stopped marketing NICOWater(TM). While we have acquired other products, NICOWater(TM) was the only product we sold.


HOW TO CONTACT US
We maintain our principal offices at 5655 Lindero Canyon Road, Suite 120, Westlake Village, California 91362. Our telephone number at that address is
(818) 338-1500 and our facsimile number is (818) 338-1551.


THE OFFERING
We are registering 184,608,958 shares of our common stock for sale by the shareholders identified in the section of this prospectus titled "Selling Shareholders". The shares have not yet been, but that may be, issued to designated selling shareholders upon the conversion of our 6% Convertible Debentures, and/or the exercise of warrants. Information regarding the debentures and the warrants is included in the section of this prospectus titled "Description of Securities to be Registered".


1

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

RISK FACTORS
AN INVESTMENT IN OUR SECURITIES IS VERY SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS, ALONG WITH THE OTHER MATTERS REFERRED TO IN THIS PROSPECTUS, BEFORE YOU DECIDE TO BUY OUR SECURITIES. IF YOU DECIDE TO BUY OUR SECURITIES, YOU SHOULD BE ABLE TO AFFORD A COMPLETE LOSS OF YOUR INVESTMENT.

RISKS ASSOCIATED WITH OUR BUSINESS

WE HAVE LOST OUR RIGHTS TO THE NICO PATENT AND ARE NO LONGER ABLE TO SELL NICO WATER. THE LOSS OF THESE RIGHTS HAS MATERIALLY ADVERSELY EFFECTED OUR BUSINESS, REVENUES AND RESULTS OF OPERATIONS.

NICOWater(TM) was the only product we sold. In May 2003 we received notice from Marshall Anlauf Thompson, the inventor of the process by which we made NICOWater(TM) and the assignor of the rights to the NICO Patent, that he believed that we were in breach of the agreement by which we acquired the NICO Patent. Specifically, he alleged that we failed to meet certain performance requirements included in that agreement and that he had a right to terminate the agreement and obtain a return of the NICO Patent. We commenced an arbitration proceeding, as required by the agreement, to resolve this dispute. On January 8, 2004, the arbitrators ruled against us and we lost the NICO Patent.

Because NICOWater(TM) was the only product we sold, our loss of the NICO Patent will have a material adverse effect on our business, revenues and results of operations.

WE ARE A RECENTLY FORMED BUSINESS WITH VERY LITTLE OPERATING HISTORY, THEREFORE YOU HAVE NO BASIS ON WHICH TO DETERMINE IF WE CAN BE SUCCESSFUL.

In January 2003 we merged with Moneyzone.com, Inc. in a reverse acquisition. We have a very short history of operations. At this time we have no products that are ready to be marketed and, even if we are successful in introducing any of our products, we are not certain that they will generate significant revenues. During the year ended June 30, 2003 and the six months ended December 31, 2003, we incurred a net loss of $6,410,216 and $5,391,291, respectively, with revenues of only $9,042 and $190,404, respectively. Because of the loss of the NICO Patent, we no longer have a product that generates revenues.

Because we have a short operating history, you will have no basis upon which to accurately forecast our future operations, including sales, or to judge our ability to develop our business. If you purchase our securities, you may lose your entire investment.

BECAUSE WE HAVE EARNED VERY LITTLE IN REVENUES, THE SUCCESS OF OUR BUSINESS REQUIRES CONTINUED FUNDING. IF WE CANNOT RAISE THE MONEY WE NEED TO SUPPORT OUR OPERATIONS UNTIL WE EARN SIGNIFICANT REVENUES, WE MAY BE REQUIRED TO CURTAIL OR TO CEASE OUR OPERATIONS AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.

Our ability to develop our business depends upon our receipt of money to continue our operations while we introduce our products and a market for them develops. If this funding is not received as needed, it is unlikely that we could continue our business, in which case you would lose your entire investment.

In August 2003 we received gross proceeds of $1,000,000 in financing with a commitment for an additional $1,000,000 in gross proceeds to be received following the effective date of a registration statement, which we were required to file in conjunction with receipt of the financing. The registration statement was declared effective on November 12, 2003, and we received the remaining $1,000,000 of gross proceeds in October and November 2003. Also, in November 2003 we completed an accounts receivable financing facility with AeroFund Financial that will enable us to finance approved customer invoices to a maximum of $1,500,000 at any given time. As of the date of this filing, AeroFund has advanced approximately $21,500 against factored accounts receivable of $61,500. We are currently in default of this financing agreement caused by the loss of the NICO Patent and non-payment of certain NICO customers. We intend to cure this default and anticipate utilizing this accounts receivable financing facility, if appropriate, in connection with future sales of our new product. Without the ability to sell NICOWaterTM, which was our only current product, and given that we are just beginning to bring other products to market, we are dependent upon obtaining additional financing to fund our continued operations.


2

--------------------------------------------------------------------------------
To the extent that we need more funds, we cannot assure you that additional financing will be available to us when needed, on commercially reasonable terms, or at all. If we are unable to obtain additional financing as needed, we may be required to cease our operations. Our independent auditors have included an explanatory paragraph in their report on our financial statements set forth in this prospectus stating that because of our significant losses and our working capital deficit there is substantial doubt that we can continue as a going concern.
WE ARE SUBJECT TO THE RISKS AND UNCERTAINTIES INHERENT IN NEW BUSINESSES. IF WE FAIL TO ACCURATELY FORECAST OUR CAPITAL NEEDS OR IF OUR PRODUCT DOES NOT EARN SIGNIFICANT REVENUES OUR BUSINESS COULD FAIL AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.

We are subject to the risks and uncertainties inherent in new businesses, including the following:

o Our projected capital needs may be inaccurate, and we may not have enough money to develop our business and bring our products to market as we planned;

o We may experience unanticipated development or marketing expenses, which may make it more difficult to develop our business and bring our products to market;

o Even if we are able to develop our products and bring them to market, we may not earn enough revenues from the sales of our products to cover the costs of operating our business.

If we are unsuccessful in our efforts to develop our business and if the product we provide does not produce revenues as we project, we are not likely to ever become profitable and we may be required to curtail some or all of our operations. If that happened you could lose your entire investment.


WE ARE DEPENDENT FOR OUR SUCCESS ON A FEW EMPLOYEES. THE LOSS OF ONE OR MORE OF THESE EMPLOYEES COULD HAVE AN ADVERSE EFFECT ON OUR OPERATIONS.

Our future success will depend, to a significant degree, on the continued services of our Chief Executive Officer, Timothy J. Owens, our President, Steven Reder, and our Chief Financial Officer, Norman A. Kunin. Loss of the services of Messrs. Owens, Reder and Kunin would have a material adverse effect on our business and operations.

WE CANNOT ASSURE YOU THAT WE WILL BE SUCCESSFUL IN COMMERCIALIZING OUR PRODUCTS. IF WE DO NOT DEVELOP AND COMMERCIALIZE OUR PRODUCTS, YOU MAY LOSE YOUR ENTIRE INVESTMENT.

Our ability to successfully commercialize any of the products we have acquired is uncertain. Although some of the products we are currently licensed to sell need no further regulatory clearance, some will require additional research, development, testing, regulatory clearance or investment prior to their commercialization. We cannot assure you that we can develop commercially successful products. If we do not develop commercially successful products, you could lose your entire investment.

WE COULD BE SUBJECT TO PRODUCT LIABILITY CLAIMS. OUR INSURANCE MAY NOT BE ADEQUATE TO PAY SUCH CLAIMS. IF WE WERE REQUIRED TO PAY A CLAIM, OUR BUSINESS AND FINANCIAL CONDITION COULD BE ADVERSELY EFFECTED AND YOUR INVESTMENT MAY DECLINE IN VALUE.

We have obtained the rights to sell specific point of care quick-test devices and quantitative testing analyzers to the retail, professional and governmental healthcare markets. These include an FDA cleared urine specimen drug screening test and a disease testing target system platform to identify Rubella, Herpes, Roravirus, Strep Group A, Infectious Mononucleosis, Myoglobin, CK-MB, Cardiac Troponin and Pregnancy. When we begin marketing these products, liability might result from claims made by consumers or professionals who purchase them. Our product liability insurance policy was cancelled in January 2004 as a result of our loss of the NICO Patent and our inability to sell NICOWater. We anticipate obtaining new product liability insurance covering the sale of our new products. We can give no assurance that such insurance will be available at a reasonable cost or that any insurance policy would offer coverage sufficient to meet any liability arising as a result of a claim. The obligation to pay any product liability claim could have a material adverse effect on our business and financial condition and could cause the value of your investment to decline.

WE MAY NOT BE ABLE TO ADEQUATELY PROTECT OUR PATENTS OR OTHER INTELLECTUAL PROPERTY OR WE COULD BECOME INVOLVED IN LITIGATION WITH OTHERS REGARDING OUR INTELLECTUAL PROPERTY. EITHER OF THESE EVENTS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.

We rely on a combination of patent laws, nondisclosure, trade secret and other contractual and technical measures to protect our proprietary rights in our products. However, we cannot assure you that these provisions will be adequate to protect our proprietary rights. In addition, the laws of certain foreign countries do not protect intellectual property rights to the same extent as the laws of the United States.

Although we believe that our intellectual property does not infringe upon the proprietary rights of third parties, others may claim that we have infringed on their products. If we were to become involved in disputes regarding the use or ownership of intellectual property rights, we could incur substantial costs in defending or prosecuting any such action and the defense or prosecution of the action would likely result in a diversion of management resources. In addition, in order to settle such an action we could be required to acquire licenses from others or to give licenses to others on terms that are not beneficial to us. Any dispute relating to our intellectual property could have a material adverse effect on our business.


****************************

The full report is about 30 pages long, this is just the first 3 pages.

Go here to look at it all: http://www.pinksheets.com/quote/filings.jsp?symbol=QTFV

It definitely does not look good at all for QTFV.


Posts: 254 | From: Indiana | Registered: Jan 2004  |  IP: Logged | Report this post to a Moderator
   

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