-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UGiHr05Gy7IolIib5tm4o+Mjn0XhbIe7rsJeXKGODuBqhiWqbJ16NSqOBmcx3fgr 340mlgFt7PBPEhSbGqdehw== 0001144204-03-003003.txt : 20030605 0001144204-03-003003.hdr.sgml : 20030605 20030605144936 ACCESSION NUMBER: 0001144204-03-003003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030602 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QT 5 INC CENTRAL INDEX KEY: 0000932127 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 721148906 STATE OF INCORPORATION: DE FISCAL YEAR END: 0603 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25022 FILM NUMBER: 03733983 BUSINESS ADDRESS: STREET 1: 5655 LINDERO CANYON ROAD STREET 2: SUITE 120 CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362 BUSINESS PHONE: (866) 508-8378 MAIL ADDRESS: STREET 1: 5655 LINDERO CANYON ROAD STREET 2: SUITE 120 CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362 FORMER COMPANY: FORMER CONFORMED NAME: MONEYZONE COM DATE OF NAME CHANGE: 20000120 FORMER COMPANY: FORMER CONFORMED NAME: EBONLINEINC COM DATE OF NAME CHANGE: 19990715 FORMER COMPANY: FORMER CONFORMED NAME: CERX VENTURE CORP DATE OF NAME CHANGE: 19981116 8-K 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 2, 2003 QT 5, INC (Exact name of Registrant as specified in charter) DELAWARE 0-25022 72-7148906 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 5655 LINDERO CANYON ROAD, SUITE 120 WESTLAKE VILLAGE, CALIFORNIA 91362 (Address of principal executive offices) Registrant's telephone number, including area code: (818) 338-1510 NOT APPLICABLE (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. TRANSCRIPT OF CONFERENCE CALL On June 2, 2003 at 10:00 a.m. CT, QT 5, Inc. held a webcast and conference call to discuss the launch of its product NICOWater(TM) as well as provide revenue and earnings guidance for fiscal 2004. The full transcript of the conference call is set forth in Exhibit 99.1 attached hereto and is incorporated in this Report as if fully set forth herein. REVENUE AND EARNINGS GUIDANCE FOR FISCAL 2004 On June 2, 2003, QT 5, Inc. issued a press release providing revenue and earnings guidance for fiscal 2004. The full text of the press release is set forth in Exhibit 99.2 attached hereto and is incorporated in this Report as if fully set forth herein. DETAIL TO GUIDANCE FOR FISCAL 2004 On June 3, 2003, QT 5, Inc. issued a press release providing additional detail to its previously released revenue and earnings guidance for fiscal 2004. The full text of the press release is set forth in Exhibit 99.3 attached hereto and is incorporated in this Report as if fully set forth herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. Not applicable. (b) PRO FORMA FINANCIAL INFORMATION NOT APPLICABLE. (c) EXHIBITS EXH. NO. DESCRIPTION 99.1 Conference Call Transcript dated June 2, 2003 99.2 Press Release dated June 2, 2003 99.3 Press Release dated June 3, 2003 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. Date: June 5, 2003 QT 5, INC. By: /s/ Steve Reder --------------------- Steve Reder President EXHIBITS FILED WITH THIS REPORT EXH. NO. DESCRIPTION - -------- ----------- 99.1 Conference Call Transcript dated June 2, 2003 99.2 Press Release dated June 2, 2003 99.3 Press Release dated June 3, 2003 EX-99.1 3 doc2.txt Exhibit 99.1 QT5, INCORPORATED Moderator: Steven Reder June 2, 2003 10:00 a.m. CT Operator: Good day and welcome, everyone, to the QT5, Inc. conference call. This call is being recorded. With us today from the company is the President, Mr. Steven Reder, and Interim Chief Financial Officer, Mr. Norman Kunin. At this time, I'd like to turn the call over to Mr. Steven Reder. Please go ahead, sir. Steven Reder: Good morning, ladies and gentlemen. I'm Steve Reder, President of QT5, Inc. I would like to welcome you to the QT5 conference call. Joining me on this call is Norman Kunin, our Acting Chief Financial Officer. We have some exciting things to discuss today, but before we get started, I'd like to read a cautionary statement. This conference may contain forward-looking statements made by senior management of QT5 that involve risks and uncertainties such as statements about our plans, objectives, expectations, assumptions, or future events. These statements involve estimates, assumptions, known and unknown risks, uncertainties, and performances or achievements expressed or implied by the forward-looking statements. Actual future results and trends may differ materially from those made in or suggested by this call due to a variety of factors including, for example, our ability to compete with other products in our space, the risk of unfavorable federal regulations, and the fact that our status as a development-stage company makes our future unclear. Consequently, you should not place undue reliance on any forward-looking statements made on this call. We discuss many of these and other risks that are uncertainties in greater detail under the section entitled "Risk Factors That May Affect Future Results" in item one of the company's current report on Form 8-K filed with the SEC on January 24, 2003 (the "Merger Form 8-K"). We have a number of positive developments which I would like to discuss with you today in our first official conference call and the first of many to come. I should note that Management and Board of Directors of QT5 are very committed to the maximum transparency, and you as shareholders or potential shareholders will find an extraordinarily high level of disclosure with the company as we move forward. For those of you that are new to QT5, an overview - we are a Delaware corporation formed in April of 1999 as a manufacturer, distributor, and marketer of Bio-Med testing and homeopathic products. While we are highly focused on the successful rollout of NICOWater, we are continuing our clinical research and development of future products for lifestyle enhancements. We are headquartered in Westlake Village, California, and for more information, please visit our Web site at www.qt5inc.com. And now for our newest developments, as many are aware, we have worked for over a year and invested over several million dollars in hard and soft costs to bring a great new homeopathic product to market. This is a product which is designed to appeal to 40 million Americans when they can't or shouldn't smoke. As large as the market of smokers is, the market of non-smokers, of course, is another 200 million Americans and includes, needless to say, children that our product helps to protect for the known hazards of secondhand smoke. So we have a great homeopathic product which assists smokers and non-smokers alike. One of the questions we get regularly is, "What makes a product homeopathic, anyway?" Well, as you undoubtedly know, homeopathic products are those of which are part of everyday American life. One of the hallmarks of anything homeopathic, of course, is that homeopathic products are considerably more diluted and the key ingredients are natural or organic. The active ingredient in NICOWater is nicotinum, which has been in the homeopathic pharmacopeia since 1933. It is also extremely important to note that homeopathic products operate under certain FDA regulations. Homeopathy, of course, has been scientifically validated and used worldwide because of the - its effectiveness. Homeopathy is an effective and gentle way to assist the body. Homeopathic products are recommended for adults, the aged, babies, children, and even pregnant woman. But more specifically, you should also be aware that NICOWater is defined as "homeopathic product that is sold under the FDA's compliance policy guide conditions under which homeopathic drugs may be marketed." NICOWater is designed to relieve the symptoms of tobacco cravings as is indicated in all product packaging and usage instructions. We are quite specific about who our market is - adult smokers who suffer from the symptoms of tobacco cravings and find themselves in situations or environments where smoking is prohibited or discouraged. The United States has led the world in identifying the dangers of secondhand smoke. As a result, smoking restrictions are widespread and increasingly rapidly. While these steps have eliminated many of the secondhand smoke exposure problems and greatly improved numerous building environments, there remain over 40 million active smokers who must obey these growing restrictions and (succumb to) these inconveniences simply to relieve the symptoms of their tobacco cravings. So that's what NICOWater is. What is it not? NICOWater is not a cessation product. NICOWater is not a magical (bullet) for smokers. And NICOWater is not to be used by anyone under the age of 18. So what do we, as management of QT5, believe about NICOWater? We believe that NICOWater is a breakthrough product whose time has come. We believe that NICOWater is effective to relieve the symptoms of tobacco cravings. We believe NICOWater taps directly into a $200 billion tobacco and tobacco products market. We believe, most importantly, this great homeopathic product can have broad commercial acceptance through all consumer channels. And what is broad consumer - commercial acceptance? Our strategic plan calls for sales to everything from national pharmacies, convenience chain, grocery stores, airlines, and sport events. One thing about the original consumer resistance to our new products that subsequently became household words whether they were beverages like Snapple or Red Bull or ((inaudible)) nationally accepted weight-loss products such as Atkins or Weight Watchers. So where does that leave us financially? As with any public company, the proof is in the pudding, or more importantly, in the numbers. I'd like Norman Kunin, our Acting Chief Financial Officer, to provide guidance for this coming year. Norman? Norman Kunin: Thank you, Steve. As you are presumably aware, QT5 commences its new fiscal year on July 1, approximately four weeks from now. To date, we have been a development-stage company, but as we start to roll out our product, we're now able to generate a forecast. For fiscal 2004, we believe that the company could generate revenues in excess of $27 million. Assuming we're able to achieve that level of revenue, we believe that it could result in net income for that same period of approximately three-and-a-half million dollars. Based on our assumptions regarding shares outstanding, state and federal tax treatment, and (dilution), it's our estimate that we could generate approximate seven - eight cents earnings per share - that's eight cents earnings per share for the forthcoming fiscal year. Steven Reder: Thank you, Norman. So we believe we have a great company, a great product, and a terrific management team. But there are always questions we would like - and we would like to take your questions now. But before we get started, I did have one question online. And I'll read that now, and it was, "We received an inquiry prior to this conference call asking if the company is willing to release a quarterly breakdown." Yes, and we will release that in the next several days. We're available for questions now. Operator: Thank you. The question-and-answer session will be conducted electronically. If you'd like to ask a question, you may do so by pressing the star key, followed by the digit one on your touch-tone telephone. Once again, ladies and gentlemen, to ask a question, that's star, one on your touch-tone telephone. And we'll take our first question from Mary Warnick with West Coast Marketing. Mary Warnick: I have a question for Mr. Reder. Wouldn't a public company like yours trade at, at least 15 times this year's earnings? Norman Kunin: Steve - this is Norm Kunin - Steve has kind of transferred that answer to me. I think the multiple of price to earnings is a bit imprecise right now particularly since we're a company that's just becoming an operating company. So we'd like to defer our estimates of what that multiple could be for - until a later date. Thank you for the question, though. It's a good one. Operator: We'll go next to Gale Leetzow with - as a private investor. Gale Leetzow: Good morning, gentlemen. I'm relatively new to your company, but I have two questions because I have invested quite a few dollars in small companies similar to yours. And the questions are, number one, "Do you have any foreseeable increase in authorizing your outstanding shares of stock or doing reverse splits in the next six months to a year?" And the next question I have is, "Do you have enough cash to meet your delivery costs such as increased inventory, increased accounts receivable, and increased accounts payable?" Norman Kunin: I'll handle that question ((inaudible)), and they're good questions. This is Norm Kunin. With respect to having available cash, the company will be in a position to meet its financial responsibilities in terms of making the payments that you mentioned. As far as what our stock structure will be in the future, again, I think that's going to be dependent upon perhaps future financing, so it's a bit premature to comment on that, but thank you very much for the question. Operator: We'll go next to Brian McCarty, Stansbury Holdings. Brian McCarty: Hi. How many shares are outstanding currently in the company? Norman Kunin: There are approximately 36 million shares - approximately 36 million shares outstanding... Brian McCarty: How many - how many in the float? Norman Kunin: ...common shares. Excuse me? Brian McCarty: How many in the float? Norman Kunin: I don't think I can tell you that - not because I don't want to. It's because I'm not quite sure what's in the float, sir. Operator: We'll go next to Jerry Kirby, Spencer Edwards. Jerry Kirby: My question was just answered about the shares in the float. Thank you. Male: Thank you. Operator: Once again, ladies and gentlemen, to ask a question, that's star, one on your touch-tone telephone. And we'll go next to Jeff Farrar, private investor. Jeff Farrar: Yes, sir, have you generated any income from any of the other products you've developed? Steven Reder: No - this is Steve Reder - no, we haven't. Again, our first product to come to market is NICOWater. Thank you. Jeff Farrar: OK, thank you. Operator: Once again, that's star, one to ask a question. We'll go next to Jason Swain, private investor. Jason Swain: Hi, I just have a quick question. How much is the unit cost or per bottle? Steven Reder: Are you talking retail or wholesale? Jason Swain: Retail. Steven Reder: We have a suggested retail price of $7.99. Norman Kunin: That's not per bottle. Steven Reder: That's not per bottle. That's a four-pack - how we're selling the product. Jason Swain: Thank you. Operator: Once again, that's star, one to ask a question. And we do have a follow-up question from Gale Leetzow, private investor. Gale Leetzow: Yes, on the other products that you're developing, when are you seeing any kind of a marketability on those products? Steven Reder: We have - this is Steve Reder, and we have specifically put those down the road at this - at this point in time and are truly concentrating on NICOWater. Operator: Mr. Reder, there appears to be no further questions at this time. I'd like to turn the call back over to you for any additional or closing comments. Steven Reder: Thank you very much. Ladies and gentlemen, we are greatly appreciative you joined us today. It should be self-evident we are very enthusiastic about our company and our product. And while there are no guarantees as to our long-term success, we believe that we have the right product at the right time, and we encourage you to watch our progress. Thank you very much. Operator: This does conclude today's conference. We thank you for your participation. You may now disconnect. END EX-99.2 4 doc3.txt [REPRESENTATION OF LOGO] NICO WATER (TM) Exhibit 99.2 QT 5, INC. PROVIDES REVENUE AND EARNINGS GUIDANCE FOR FISCAL 2004 --------------------- FORECASTS REVENUES OF $27.2 MILLION, EPS OF $0.08 FOR FISCAL YEAR COMMENCING JULY 1 Westlake Village, CA (PR Newswire) June 2, 2003 - QT 5, Inc. (OTC BB: QTFV) manufacturer and marketers of NICOWater(TM), the breakthrough Homeopathic nicotinum (nicotine) product designed to relieve the symptoms of tobacco cravings, today announced that it anticipates Revenues of $27.2 million for fiscal 2004 commencing July 1, 2003. The Company also announced that it anticipates Net Income for the same fiscal period of $3.5 million, resulting in $0.08 Earnings Per Share, based on fully diluted shares outstanding. The announcement was made by Steven Reder, QT 5, Inc.'s President. On May 28, 2003, the Company announced the official national launch and rollout of NICOWater(TM). "In four weeks we commence our new fiscal year - a year in which we will now begin to capitalize on the earnings and revenue power of NICOWater(TM), stated Steven Reder, QT 5's President. "We now fully expect QT 5's growth to be extraordinary this coming fiscal year as we demonstrate the commercial viability of this revolutionary product. Our seasoned management team is committed to increasing shareholder value through well-planned earnings and revenue growth, with NICOWater(TM) serving as a core driver. Our corporate mantra is growth, earnings and increasing shareholder value. QT 5, Inc. has targeted the massive $200 billion tobacco and tobacco products market -- which we believe offers exceptional opportunity for such timely product." CONFERENCE CALL AND WEBCAST Within the context of QT 5, Inc. management's commitment to maximum transparency, the Company will be hosting a webcast and conference call on Monday, June 2, 2003 at 11 am Eastern to discuss the successful launch and rollout of NICOWater(TM), as well as the Company's Revenues and Earnings Guidance for the coming fiscal year. Steven Reder, President of QT 5, Inc., and other members of the executive management team will be available to answer questions and discuss the current state of the Company. Investors may e-mail questions in advance of the call to A.J. Cervantes, President of Trilogy Capital Partners, at aj@trilogy-capital.com. Participants in the conference can call 800.406.5356 domestically, or by calling 913.981.5572 from an international location. Investors should indicate they are participating in the "QT 5 Guidance Call." To access the webcast, investors who would like to pre-register for the webcast can log on to www.qt5inc.com The webcast will also be distributed over the Shareholder.com Investor Distribution Network to both institutional and individual investors including OpenCompany.info, a corporate disclosure network providing information on over 6,000 public companies to the investment community and to participating portals and websites. ABOUT QT 5 QT 5, Inc. is a Delaware corporation formed in April 1999 as a manufacturer, distributor and marketer of Bio-Med testing and Homeopathic products. QT 5, Inc. is continuing its clinical research and development of future products for lifestyle enhancements. QT 5, Inc. is headquartered in Westlake Village, California. For more information please visit: www.qt5inc.com. NICOWater(TM) is a Homeopathic Drug product that is sold under the FDA's Compliance Policy Guide Conditions under which Homeopathic Drugs may be Marketed. For additional information on QT 5, Inc. contact Bernadette Cusack, Vice President - Investor Relations, Trilogy Capital Partners, bernadette@trilogy-capital.com. ------------------------------ CAUTIONARY STATEMENT This release contains forward-looking statements that involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. These statements involve estimates, assumptions, known and unknown risks, uncertainties and performances, or achievements expressed or implied by the forward-looking statement. Actual future results and trends may differ materially from those made in or suggested by any forward-looking statements due to a variety of factors, including, for example, our ability to compete with other products in our space; the risk of unfavorable federal regulation; and the fact that our status as a development sate company makes our future unclear. Consequently you should not place undue reliance on these forward-looking statements. We discuss many of these and other risks and uncertainties in greater detail under the section entitled, "Risk Factors That May Affect Future Results" in Item 1 of the Company's Current Report on Form 8-K as filed with SEC on January 24, 2003 (the "Merger Form 8-K"). CONTACT Bernadette Cusack, Vice President Trilogy Capital Partners, Inc. 800.330.6540 aj@trilogy-capital.com EX-99.3 5 doc4.txt Exhibit 99.3 [REPRESENTATION OF LOGO] NICO WATER (TM) QT 5, INC. PROVIDES DETAIL TO GUIDANCE FOR FISCAL 2004 --------------------- FOLLOWING CONFERENCE CALL COMPANY PROVIDES QUARTER BY QUARTER INFORMATION Westlake Village, CA (PR Newswire) June 3, 2003 - QT 5, Inc. (OTC BB: QTFV) manufacturer and marketers of NICOWater(TM), the breakthrough Homeopathic nicotinum (nicotine) product designed to relieve the symptoms of tobacco cravings, today provided additional detail to its previously released guidance for fiscal 2004 which stated that the Company anticipates Revenues of $27.2 million and Net Income of $3.5 million, resulting in $0.08 Earnings Per Share for the fiscal year commencing July 1, 2003. Based on inquiries in yesterdays' conference call, management is providing additional detail on a quarter-by-quarter basis. "In the financial environments in which we operate as a burgeoning public company, the importance of transparency and management responsiveness cannot be overstated," noted Steven Reder, QT 5's President. "On yesterday's conference call we were asked if management would be willing to provide additional data regarding our forecast. Quite simply, we are pleased to do so." The Company noted that the quarterly outlook for the company is as follows:
REVENUES (000'S) NET INCOME (000'S) EPS ------------------------------------------------- Q1 (ending 9-30-03) $2,520 $(113.1) $(0.01) Q2 (ending 12-31-03) $5,730 $630.7 $ 0.02 Q3 (ending 3-31-04) $7,820 $1,100 $ 0.03 Q4 (ending 6-30-04) $11,100 $1,870 $ 0.04 - ------------------------------------------------------------------------------------- FYE 6-30-04 $27,200 $3,490 $ 0.08
Note: These projections do not give effect to any future financing. SHARES OUTSTANDING AND FLOAT In yesterday's conference call, management was asked to comment on the total shares outstanding and the estimated float. Management notes that there are an estimated 7.4 million shares in the float with an approximate 35 million shares outstanding. Management encourages prospective investors to review QT 5's corporate profile at www.qt5inc.com. ABOUT QT 5 QT 5, Inc. is a Delaware corporation formed in April 1999 as a manufacturer, distributor and marketer of Bio-Med testing and Homeopathic products. QT 5, Inc. is continuing its clinical research and development of future products for lifestyle enhancements. QT 5, Inc. is headquartered in Westlake Village, California. For more information please visit: www.qt5inc.com. NICOWater(TM) is a Homeopathic Drug product that is sold under the FDA's Compliance Policy Guide Conditions Under Which Homeopathic Drugs may be Marketed. For additional information on QT 5, Inc. contact Bernadette Cusack, Vice President - Investor Relations, Trilogy Capital Partners, bernadette@trilogy-capital.com. CAUTIONARY STATEMENT This release contains forward-looking statements that involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. These statements involve estimates, assumptions, known and unknown risks, uncertainties and performances, or achievements expressed or implied by the forward-looking statement. Actual future results and trends may differ materially from those made in or suggested by any forward-looking statements due to a variety of factors, including, for example, our ability to compete with other products in our space; the risk of unfavorable federal regulation; and the fact that our status as a development sate company makes our future unclear. Consequently you should not place undue reliance on these forward-looking statements. We discuss many of these and other risks and uncertainties in greater detail under the section entitled, "Risk Factors That May Affect Future Results" in Item 1 of the Company's Current Report on Form 8-K as filed with SEC on January 24, 2003 (the "Merger Form 8-K"). CONTACT Bernadette Cusack, Vice President Trilogy Capital Partners, Inc. 800.330.6540 bernadette@trilogy-capital.com -----END PRIVACY-ENHANCED MESSAGE-----