SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:

/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Under Rule 14a-12

QT 5, INC.
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):

/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

QT 5, INC.

5655 LINDERO CANYON ROAD, SUITE 120
WEST LAKE VILLAGE, CALIFORNIA 91362

March __, 2004

DEAR QT 5, INC. STOCKHOLDER:

You are cordially invited to attend the Special Meeting of Stockholders of Qt 5,
Inc., a Delaware Corporation ("QT 5"), to be held on March _, 2004, at 10:00
a.m., local time, at ____________, for the following purpose:

o to effect a one-for-ten reverse stock split (the "Reverse Stock
Split") of the Company's common stock.

BECAUSE OF THE SIGNIFICANCE OF THIS PROPOSAL TO THE COMPANY AND ITS
SHAREHOLDERS, IT IS VITAL THAT EVERY SHAREHOLDER VOTES AT THE SPECIAL MEETING IN
PERSON OR BY PROXY.

The foregoing items of business are more fully described in the Proxy Statement
that is attached and made a part of this Notice.

The Board of Directors has fixed the close of business on March __, 2004 as the
record date for determining the stockholders entitled to notice of and to vote
at the Special Meeting and any adjournment or postponement thereof.

All stockholders are cordially invited to attend the Special Meeting in person.
Your vote is important regardless of the number of shares you own. Whether or
not you plan to attend the meeting, please take the time to vote by mail - fill
in, sign and date the enclosed proxy card and return it promptly in the
postage-paid envelope.

You may attend the meeting and vote in person even if you have previously voted
by proxy. Your proxy is revocable in accordance with the procedures set forth in
the Proxy Statement.

By Order of the Board of Directors,

Timothy J. Owens, Chairman of the Board

IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PREPAID
ENVELOPE. IF A QUORUM IS NOT REACHED, THE COMPANY WILL HAVE THE ADDED EXPENSE OF
RE-ISSUING THESE PROXY MATERIALS. IF YOU ATTEND THE MEETING AND SO DESIRE, YOU
MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.

THANK YOU FOR ACTING PROMPTLY

QT 5, INC.

5655 LINDERO CANYON ROAD, SUITE 120
WEST LAKE VILLAGE, CALIFORNIA 91362

NOTICE OF SPECIAL MEETING

March _, 2004

The Special Meeting of Stockholders of QT 5, Inc. will be held at
_______________ on March __, 2004 at 10:00 a.m., local time, for the following
purpose:

o to effect a one-for-ten Reverse Stock Split of the Company's common
stock.

Holders of record of common stock at the close of business on March __, 2004 are
the only stockholders entitled to notice of and to vote at the Special Meeting
of Stockholders.

Timothy J. Owens, Chairman of the Board

QT 5, INC.

5655 LINDERO CANYON ROAD, SUITE 120
WEST LAKE VILLAGE, CALIFORNIA 91362

PROXY STATEMENT

March __, 2004

This Proxy Statement and the accompanying Proxy card are furnished in connection
with the solicitation by the Board of Directors of QT 5, Inc. (the "Company") of
proxies to be voted at the Special Meeting of Stockholders (the "Meeting"). The
approximate mailing date of this Proxy Statement is March __, 2004. A Proxy may
be revoked at any time before it is voted at the meeting by submitting a
later-dated Proxy or by giving written notice of such revocation to the
Secretary of the Company. If you do attend the Meeting, you may vote by ballot
at the meeting and cancel any Proxy previously given.

VOTING SECURITIES

All holders of record of the Company's common stock at the close of business on
March __, 2004 are entitled to vote at the Meeting. Each share entitles the
holder to one vote. The persons appointed by the enclosed Proxy card have
advised the Board of Directors that it is their intention to vote at the meeting
and comply with the instructions on the Proxy cards received from stockholders
and, if no contrary instruction is indicated on the Proxy card, in accordance
with the recommendations of the Board of Directors on matters brought before the
meeting.

VOTING OF PROXIES

When you sign, date and return the enclosed Proxy, the shares represented by the
Proxy will be voted in accordance with your directions. You can specify your
voting instructions by marking the appropriate boxes on the Proxy card. If your
Proxy card is signed and returned without specific voting instructions, your
shares of the common stock will be voted as recommended by the directors:

"FOR" THE APPROVAL TO EFFECT A ONE-FOR-TEN REVERSE STOCK SPLIT OF THE COMPANY'S
COMMON STOCK.

You may revoke your Proxy at any time before it is voted at the Meeting by
submitting a later-dated proxy or by giving written notice of revocation to the
Secretary of the Company. If you do attend the Meeting, you may vote by ballot
at the Meeting and cancel any Proxy previously given.

Abstentions and broker non-votes are counted as shares present for determination
of a quorum, but are not counted as "For" or "Against" votes on any item to be
voted on and are not counted in determining the amount of shares voted on an
item.

The holders of a majority of the stock issued and outstanding and entitled to
vote, present in person or represented by proxy, shall constitute a quorum. The
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy at the meeting is necessary to approve the
Reverse Stock Split.

The cost of all solicitation will be borne by the Company.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the ________2004, information regarding
the beneficial ownership of our common stock with respect to each of our
executive officers, each of our directors, each person known by us to own
beneficially more than 5% of our common stock, and all of our directors and
executive officers as a group. The term "executive officer" is defined as the
Chief Executive Officer, President and the Chief Financial Officer. Each
individual or entity named has sole investment and voting power with respect to
shares of common stock indicated as beneficially owned by them, subject to
community property laws, where applicable, except where otherwise noted.

- ------------------- ----------------------------------------- ----------------- --------------
Number of Percentage
Shares Ownership
Title of Class of Beneficially
Security Name and Address(1) Owned(2)
- ------------------- ----------------------------------------- ----------------- --------------

Common Stock Timothy J. Owens(1)(2)(3)(4)(5) 6,749,520(6) 5.8%
Common Stock Steven H. Reder(1)(2)(3)(4)(5) 5,096,780(7) 4.4%
Common Stock Norman Kunin(1)(2)(3) 1,045,000 0.9%

All Officers and Directors (3 persons) 12,891,300 11.2%
- ------------------- ----------------------------------------- ----------------- --------------

(1) The address for Mr. Owens, Mr. Reder, and Mr. Kunin is c/o QT 5, Inc., 5655
Lindero Canyon Road, Suite 120, Westlake Village, California 91362.

(2) As required by Rule 13d-3 of the Securities Exchange Act of 1934, included
in this calculation are 1,280,000 shares deemed beneficially owned by Timothy J.
Owens, 1,280,000 shares deemed beneficially owned by Steven H. Reder and 750,000
shares deemed beneficially owned by Norman A. Kunin by virtue of their right to
acquire them within 60 days of the date of this prospectus. These shares
represent warrants granted to Messrs. Owens, Reder and Kunin in conjunction with
their employment.

(3) Executive Officer.

(4) Director.

(5) 5% Shareholder.

(6) Includes 52,750 shares of common stock registered to Melissa Owens, 171,250
shares of common stock registered to Zach Owens and 2,399,320 shares of common
stock registered to TMZ Group LLC.

(7) Includes 59,530 shares owned by Bill Reder, 99,750 shares owned by Geoffrey
Reder, 86,450 shares owned by Michael Reder and 66,500 shares owned by Anne
Reder.

ONE FOR TEN REVERSE SPLIT

At the Special Meeting, the Company's stockholders are being asked to
approve a Reverse Stock Split pursuant to which each ten currently outstanding
shares of Common Stock (the "Old Shares") would be automatically converted into
one share of Common Stock (the "New Shares"). The reason for the Reverse Stock
Split is to increase the per share stock price. The Company believes that if it
is successful in maintaining a higher stock price, the stock will generate
greater interest among professional investors and institutions. If the Company
is successful in generating interest among such entities, it is anticipated that
the shares of its Common Stock would have greater liquidity and a stronger
investor base. No assurance can be given, however, that the market price of the
New Shares will rise in proportion to the reduction in the number of outstanding
shares resulting from the Reverse Stock Split. The New Shares issued pursuant to
the Reverse Stock Split will be fully paid and non-assessable. All New Shares
will have the same par value, voting rights and other rights as Old Shares.
Stockholders of the Company do not have preemptive rights to acquire additional
shares of Common Stock, which may be issued.

The one for ten reverse Stock Split is being effectuated by reducing
the number of issued and outstanding shares at the ratio of 10 to 1.
Accordingly, as a result of the Reverse Stock Split, the Company will have
approximately 288,464,482 authorized unissued shares, which shares may be issued
in connection with acquisitions or subsequent financings. There can be no
assurance that the Company will be successful in making any such acquisitions or
obtaining any such financings. In addition, the Reverse Stock Split has
potentially dilutive effects on each of the shareholders. Each of the
shareholders may be diluted to the extent that any of the authorized but
unissued shares are subsequently issued.

The Reverse Stock Split will not alter any shareholder's percentage
interest in the Company's equity, except to the extent that the Reverse Stock
Split results in any of the Company's shareholders owning a fractional share. In
lieu of issuing fractional shares, the Company will issue to any shareholder who
otherwise would have been entitled to receive a fractional share as a result of
the Reverse Split an additional full share of its common stock. The principal
effects of the Reverse Stock Split will be that the number of shares of Common
Stock issued and outstanding will be reduced from 11,535,518 to approximately
115,355,183.

In addition, commencing with the effective date of the Reverse Stock
Split, all outstanding options entitling the holders thereof to purchase shares
of the Company's common stock will entitle such holders to receive, upon
exercise of their options, 1/10 of the number of shares of the Company's common
stock which such holders may purchase upon exercise of their options. In
addition, commencing on the effective date of the Reverse Stock Split, the
exercise price of all outstanding options will be increased by a multiple of
ten.

The Company believes that the Federal income tax consequences of the
reverse stock split to holders of Common Stock will be as follows:

(i) Except as explained in (v) below, no income gain or loss will be recognized
by a shareholder on the surrender of the current shares or receipt of the
certificate representing new post-split shares.

(ii) Except as explained in (v) below, the tax basis of the New Shares will
equal the tax basis of the Old Shares exchanged therefore.

(iii) Except as explained in (v) below, the holding period of the New Shares
will include the holding period of the Old Shares if such Old Shares were held
as capital assets.

(iv) The conversion of the Old Shares into the new shares will produce no
taxable income or gain or loss to the Company.

(v) The Federal income tax treatment of the receipt of the additional fractional
interest by a shareholder is not clear and may result in tax liability not
material in amount in view of the low value of such fractional interest.

The Company's opinion is not binding upon the Internal Revenue Service or the
courts, and there can be no assurance that the Internal Revenue Service or the
courts will accept the positions expressed above.

THE ABOVE REFRENCED IS A BRIEF SUMMARY OF THE EFFECT OF FEDERAL INCOME TAXATION
UPON THE PARTICIPANTS AND THE COMPANY WITH RESPECT TO THE REVERSE STOCK SPLIT.
THIS SUMMARY DOES NOT PURPORT TO BE COMPLETE AND DOES NOT ADDRESS THE FEDERAL
INCOME TAX CONSEQUENCES TO TAXPAYERS WITH SPECIAL TAX STATUS. IN ADDITION, THIS
SUMMARY DOES NOT DISCUSS THE PROVISIONS OF THE INCOME TAX LAWS OF ANY
MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE, AND
DOES NOT DISCUSS ESTATE, GIFT OR OTHER TAX CONSEQUENCES OTHER THAN INCOME TAX
CONSEQUENCES. THE COMPANY ADVISES EACH PARTICIPANT TO CONSULT HIS OR HER OWN TAX
ADVISOR REGARDING THE TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT AND FOR
REFERENCE TO APPLICABLE PROVISIONS OF THE CODE.

OTHER MATTERS

The Board of Directors of the Company does not intend to bring any
other matters before the Special Meeting and does not know of any other matter
that may be brought before the Special Meeting.

A copy of the Company's Form 10-KSB for the year ended June 30, 2003
may be obtained by written request from _________.

The above Notice and Proxy Statement are sent by order of the Board of
Directors.

By order of the Directors

Timothy J. Owens, Chairman of the Board

Dated: March __, 2004

PROXY PROXY

QT 5, INC.

PROXY FOR SPECIAL MEETING TO BE HELD ON O, 2004
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Timothy J. Owens, as proxy, with the
power to appoint his substitute, to represent and to vote all the shares of
common stock of QT 5, Inc. (the "Company"), which the undersigned would be
entitled to vote, at the Company's Special Meeting of Stockholders to be held on
o, 2004 and at any adjournments thereof, subject to the directions indicated on
the reverse side hereof.

In their discretion, the proxy is authorized to vote upon any other
matter that may properly come before the meeting or any adjournments thereof.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE,
BUT IF NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
ALL NOMINEES AND FOR THE PROPOSALS LISTED ON THE REVERSE SIDE.

IMPORTANT--This Proxy must be signed and dated on the reverse side.

- --------------------------------------------------------------------------------

THIS IS YOUR PROXY
YOUR VOTE IS IMPORTANT!

Dear Stockholder:

We cordially invite you to attend the Special Meeting of Stockholders
of QT 5, Inc. to be held at ____________ on o, 2004 at 10:00 a.m. (local time).

Please read the proxy statement which describes the proposals and
presents other important information, and complete, sign and return your proxy
promptly in the enclosed envelope.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1

FOR AGAINST ABSTAIN

1. Proposal to approve a 1for 10 reverse [_] [_] [_]
stock split

If you plan to attend the Special Meeting please mark this box [_]

Dated:________________, 2004

Signature ______________________________________________________________________

Name (printed) _________________________________________________________________

Title __________________________________________________________________________

Important: Please sign exactly as name appears on this proxy. When signing as
attorney, executor, trustee, guardian, corporate officer, etc., please indicate
full title.

- --------------------------------------------------------------------------------
FOLD AND DETACH HERE

EXHIBIT A

CERTIFICATE OF AMENDMENT
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF QT 5, INC.

o First: The Board of Directors and a majority of the stockholders of QT 5,
Inc., a Delaware corporation (the "Corporation"), duly resolved and adopted a
proposed amendment of the Certificate of Incorporation of the Corporation,
declaring said amendment to be advisable. The resolution setting forth the
proposed amendment is as follows:

1. The certificate of incorporation of the Corporation is hereby amended by
inserting the following paragraph at the end of Article Fourth:

"Upon effectiveness of a one-for-ten reverse stock split of
the Corporation's Common Stock, all issued and outstanding shares, as
of the effective date of the reverse, shall be consolidated to the
extent of the issued and outstanding shares of Common Stock. All
fractional shares shall be rounded up to the next whole number of
shares. The capital of the Corporation will not be reduced under or by
reason of any amendment herein certified."

o Second: That the foregoing resolution was adopted pursuant to a joint written
consent of the Corporation's Board of Directors and majority of stockholders,
such consent of stockholders being in accordance with Section 228 of the General
Corporation Law of the State of Delaware, and that the holders of the necessary
number of shares entitled to vote on this matter duly executed such written
consent.

o Third: That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.

o Fourth: That the capital of the Corporation shall not be reduced under or by
reason of said amendment.

IN WITNESS WHEREOF, the undersigned Corporation has caused this Certificate of
Amendment of Certificate of Incorporation to be signed by a duly authorized
officer this __th day of ________, 2004.

/s/ Steven Reder
--------------------------
By: Steven Reder
Its: President