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