SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ADDISON-DAVIS DIAGNOSTICS, INC.
(Formerly QT 5, INC.)
(Exact name of registrant as specified in its charter)
Delaware 80-0103134
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5655 Lindero Canyon Road, Suite 106
Westlake Village, California 91362
(Address of principal executive offices) (Zip Code)
QT 5, Inc. 2003 Incentive Equity Plan
(Full title of the plan)
Edward W. Withrow III
5655 Lindero Canyon Road, Suite 106
Westlake Village, California 91362
(Name and address of agent for service)
(818) 338-1510
(Telephone number, including area code, of
agent for service)
Copies of communications to:
DARRIN M. OCASIO, ESQ.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas, 21st Fl.
New York, New York 10018
Telephone: (212) 930-9700
Telecopier: (212) 930-9725
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of Securities Amount to be offering price per aggregate offering Amount of
to be registered registered (1) share (2) price(2) registration fee
(3)
- ----------------------------------------------------------------------------------------------------------
Common Stock 1,000,000 $0.045 $45,000.00 $5.30
- ----------------------------------------------------------------------------------------------------------
(1) Includes an indeterminate number of additional shares that may
be issued to adjust the number of shares issued pursuant to the stock option
plan described herein as the result of any future stock split, stock dividend or
similar adjustment of the Registrant's outstanding common stock.
(2) Estimated pursuant to Rule 457(c) solely for purposes of calculating amount
of registration fee, based upon the average of the high and low prices reported
on December 15, 2004, as reported on the OTC Electronic Bulletin Board.
(3) Calculated pursuant to General Instruction E on Form S-8.
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GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purpose of increasing the
number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
incentive equity plan is effective.
The contents of the Registrant's Registration Statement on Form S-8 filed with
the Securities and Exchange Commission on April 25, 2003 (File No. 333-104740)
is hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference into this
Registration Statement:
(a) Our Form 10-KSB for the year ended June 30, 2004, filed with the SEC
on October 8, 2004 under file no. 000-25022.
(b) Our quarterly report on Form 10-QSB for the period ended September 30,
2004, filed with the SEC on November 22, 2004 under file no. 000-25022.
(c) The Registrant's Definitive Information Statement filed with the
Commission on October 22, 2004
(d) The description of the common stock, par value $0.001 per share
("Common Stock"), of the Registrant contained in the Registrant's registration
statement filed under Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of updating such description and the Registrant's
Definitive Information Statement filed with the Commission on July 12, 2001,
under Section 14(c) of the Exchange Act.
(h) In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 5. Interests of Named Experts and Counsel.
Sichenzia Ross Friedman Ference, LLP, has given an opinion on the validity
of the securities being registered hereunder.
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Item 8. Exhibits.
4.1 2004 Stock Incentive Plan
5.0 Opinion regarding legality
23.1 Consent of Sichenzia Ross Friedman Ference, LLP (included in Exhibit 5)
23.2 Consent of Corbin & Company, LLP
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Westlake, State of California, on this 15th day of
December 2004.
Addison-Davis Diagnostics, Inc.
By: /s/ Edward W. Withrow III
-------------------------------------------
Edward W. Withrow III, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Edward W. Withrow III his or her
attorney-in-fact, for him or her in any and all capacities, to sign any
amendments to this registration statement, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact, or his substitute, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:
Dated: December 15, 2004 /s/ Edward W. Withrow III
-----------------------------------------
Edward W. Withrow III, Director
and Chief Executive Officer
Dated: December 15, 2004 /s/ Fred DeLuca
-----------------------------------------
Fred DeLuca, Director and Secretary
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