UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K/A

                                 CURRENT REPORT
   Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

          Date of Report (Date of earliest reported): September 7, 2004

                                   QT 5, INC.
               (Exact name of registrant as specified in charter)

       Delaware                         000-25022               721148906
(State or other jurisdiction          (Commission             (IRS Employer
     of incorporation)                 File Number)          Identification No.)

                            5655 Lindero Canyon Road
                           Westlake Village, CA 91362

       Registrant's telephone number, including area code: (818) 338-1510

                                   Copies to:
                             Darrin M. Ocasio, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))




                 SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
             ITEM 5.03 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICER;
            ELECTION OF DIRECTORS; APPOINTMENT OF PRINICIPAL OFFICERS

(a) On September 7, 2004, Timothy J. Owens resigned as CEO and Chairman of the
Board and Steven H. Reder resigned as a Director. Both resignations were for
personal reasons not involving a disagreement with QT 5, Inc.

(b) On September 9, 2004, Steven H. Reder was terminated as President and Chief
Financial Officer.

(c) On September 7, 2004, Edward W. Withrow, III was appointed as the Chairman
of the Board, Chief Executive Officer, Acting Chief Financial Officer and
President. In 1991, Mr. Withrow began his fifteen year entrepreneurial career as
co-founder and principal in Box Office Partners, a foreign distribution and
acquisition fund, spearheading the capitalization of their Box Office Partners
1, 2, and 3 Funds. He then became a principal in The Withrow Group in 1993, a
Los Angeles based company developing and packaging filmed entertainment and
shortly thereafter, in 1995, co-founded Family Store Entertainment, successfully
producing educational entertainment for young children distributed through major
U.S. grocery chains. In 1999, Mr. Withrow also co-founded Simplyfamily.com, an
integrated vertical commerce community and one of the largest independent family
based communities operating on the Internet. In 2002, Mr. Withrow then became
the C.E.O. of Reward Enterprises, Inc., an international telecommunications
company specializing in the emerging growth area of Voice over Internet Protocol
(VoIP). Mr. Withrow attended the University California Santa Barbara (UCSB).

      On July 21, 2004, Fred De Luca, Secretary, was appointed to the Board of
Directors. Mr. De Luca practiced corporate law over a twenty nine year period
until retiring to serve as legal consultant and board of directors member to
various private and publicly traded companies. Mr. De Luca earned his under
graduate degree at University California Los Angeles (UCLA) and his law degree
at Southwestern University School of Law.


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Related Party Transactions

      QT 5, Inc. issued 140,448 shares of common stock to Mr. De Luca in 2003
and Mr. De Luca beneficially owns 199,500 common shares in QT 5, Inc., which
were issued to SAGS, LLC in 2003, a limited liability company of which Mr. De
Luca is the managing member. Also, in April, 2004 QT 5, Inc. issued a Secured
Promissory Note to Mr. De Luca in the amount of $68,000 in payment of accrued
compensation payable.


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                                   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.

                                                     QT 5, INC.

                                                     /s/ Fred De Luca
Date: September 22, 2004                             ---------------------------
                                                     Fred De Luca
                                                     Secretary

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