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):  October 15, 2003

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


Delaware                            000-25022                  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) 338-1500







ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.

         On August 22, 2003 QT 5, Inc. (the "Company")  completed a private sale
of 6% convertible debentures having an aggregate face value of $2 million to six
investors (the  "Investors").  In conjunction  with the sale of the  convertible
debentures,  the Company issued  warrants having an exercise price of $0.075 per
share. At the closing, the Company received $1 million in gross proceeds.

         According to the terms of the financing agreement, a second closing, at
which  the  remaining  $1  million  in  gross   proceeds  was  scheduled  to  be
transferred,  was to  occur  following  the  effective  date  of a  registration
statement  that was to be filed by the Company with the  Securities and Exchange
Commission for the purpose of registering the common stock to be issued upon the
conversion of the debentures and the exercise of the warrants. The Company filed
the registration statement on October 1, 2003.

         On October  15,  2003 the  Company  and the  Investors  agreed that the
Investors  would advance  $200,000 of the remaining $1 million in gross proceeds
prior to the effective date of the registration  statement.  In exchange for the
advance,  the  Company  agreed  to reduce  the  exercise  price of the  warrants
(including the warrant issued to the placement  agent,  HPC Capital  Management)
from $0.075 to $0.01 and, for a period of 12 months,  to refrain from issuing to
employees,  officers  or  directors,  from any  stock  option  plan or  employee
incentive  plan or  agreement,  stock or options in excess of 50,000  shares per
month without the prior written consent of the Investors.

         By October 28, 2003, the Company had received the entire advance.

         Also on October 15, 2003, in conjunction with the advance,  the Company
executed a Security Agreement in favor of the Investors.  The Security Agreement
grants to the Investors a continuing security interest in all property belonging
to the Company.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         10.1     Letter to Investors regarding advance.
         10.2     Security Agreement

                                   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.

By:/S/STEVEN H. REDER
   ---------------------------------
      Steven H. Reder, President
Dated:  October 31, 2003