8-K

                                  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):  August 22, 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)







FORWARD LOOKING STATEMENTS

         This Form 8-K and other reports filed by Registrant from time to time
with the Securities and Exchange Commission (collectively the "Filings") contain
or may contain forward looking statements and information that are based upon
beliefs of, and information currently available to, Registrant's management as
well as estimates and assumptions made by Registrant's management. When used in
the Filings the words "anticipate, "believe", "estimate", "expect", "future",
"intend", "plan" or the negative of these terms and similar expressions as they
relate to Registrant or Registrant's management identify forward looking
statements. Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors relating to Registrant's industry, Registrant's operations and results
of operations and any businesses that may be acquired by Registrant. Should one
or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.

         Although Registrant believes that the expectations reflected in the
forward looking statements are reasonable, Registrant cannot guarantee future
results, levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, Registrant
does not intend to update any of the forward-looking statements to conform these
statements to actual results.



ITEM  5.          OTHER EVENTS AND REGULATION FD DISCLOSURE.

         $2.0 MILLION FINANCING
         ----------------------

On August 26, 2003, the Registrant issued a press release announcing a financing
of $2.0 million to further support the nationwide rollout of its NICOWater(TM)
product. The full text of the press release is set forth in Exhibit 99.1
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         Press Release dated August 26, 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:  August 26, 2003                               QT 5, INC.

                                                     By: /s/ Timothy J. Owens
                                                        -----------------------
                                                        Timothy J. Owens
                                                        Chief Executive Officer






                         EXHIBITS FILED WITH THIS REPORT

Exh. No.    Description
- --------    -----------

99.1        Press Release dated August 26, 2003

EX-99.1

[QT 5, Inc. LOGO]



                       QT 5 ANNOUNCES $2 MILLION FINANCING
    New Funds Provide Capital To Support Nationwide Rollout Of NICOWater(TM)

WESTLAKE VILLAGE, CALIF. AUGUST 26, 2003--QT 5, INC. (OTC BULLETIN BOARD: QTFV),
manufacturer and marketers of NICOWater(TM), the breakthrough Homeopathic
Nicotinum (nicotine) product designed to relieve the symptoms of tobacco
cravings, announced today a new equity financing of $2.0 million to further
support the nationwide rollout of its NICOWater product.

The Company received $1,000,000 in gross proceeds at the first closing on
Friday, August 22, 2003 from an aggregate $2 million sale and issuance of 6%
convertible debentures convertible into the Company's common stock. The
debentures sold at the first closing are due and payable on August 22, 2006.
Related to the financing was the issuance of warrants to purchase one share of
common stock for every two shares underlying the debentures. The second
$1,000,000 closing is scheduled to occur following the effective date of a
registration statement to be filed with the SEC covering the common stock
underlying the debentures and warrants. A number of leading investment firms
participated in the financing with HPC Capital Management acting as the
financial advisor and placement agent.

"I am very pleased to announce this new equity financing," stated Steve Reder,
President of QT 5, Inc. "The proceeds will help to fund the nationwide rollout
of our breakthrough new product, NICOWater". The Company recently launched the
nationwide rollout of NICOWater with the announcement that it is now available
at all 2,600 Eckerd retail locations. Reder concluded, "With this financing we
will continue to aggressively rollout this product offering to large and midsize
retailers nationwide."

This press release does not constitute an offer to sell or the solicitation of
an offer to buy any security. The shares have not been registered under the
Securities Act of 1933 or applicable state securities laws and may not be
offered or sold in the United States absent registration under the Securities
Act and applicable state securities laws or an applicable exemption from the
registration requirements.

Except for the historical information contained herein, the matters set forth in
this press release, such as statements as to the expected use of net proceeds,
are forward-looking statements within the meaning of the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements are subject to risks and uncertainties that may cause actual results
to differ materially, including, but not limited to, the slowing U.S. and world
economy and its effects on QT 5's markets, failure to develop marketable



products, failure of new products to meet performance expectations and other
risks detailed from time to time in QT 5's SEC reports, including its Annual
Report on Form 10-K for the year ended December 31, 2002, and its Quarterly
Report on Form 10-Q for the period ending March 31, 2003. These forward-looking
statements speak only as of the date hereof. QT 5 disclaims any intention or
obligation to update or revise any forward-looking statements.

About QT 5, Inc.

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.
currently manufactures and markets NICOWater, its breakthrough Homeopathic
Nicotinum (nicotine) product designed to relieve the symptoms of tobacco
cravings. QT 5 continues to do clinical research and development regarding
future products for lifestyle enhancements. QT 5, Inc. is headquartered in
Westlake Village, California. For more information on the Company 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.

This press release may contain forward-looking statements that involve risks and
uncertainties, as well as assumptions that, if they prove incorrect, could cause
our results to differ materially from those expressed or implied by such
forward-looking statements. All statements other than statements of historical
fact are statements that could be deemed forward-looking statements, including,
among other things, revenues (including where the underlying contract has
already been signed), or other financial items; any statements of the plans,
strategies, and objectives of management for future operations; any statements
concerning proposed new products, services, or developments; any statements
regarding future economic conditions or performance; statements of belief and
any statement of assumptions underlying any of the foregoing. The risks,
uncertainties and assumptions referred to above include, among other things,
performance of contracts by customers and partners; employee management issues;
the timely development, production and acceptance of products and services and
their feature sets; the challenge of managing asset levels, including inventory;
the flow of products into third-party distribution channels; the difficulty of
keeping expense growth at modest levels while increasing revenues. These and
other risks and factors that could cause events or our results to differ from
those expressed or implied by such forward-looking statements are described in
our most recent 10-Q filing with the Securities and Exchange Commission. We
assume no obligation and do not intend to update these forward-looking
statements.