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premiere28
03.02.04 16:30
25.02.04 13:02 Seitennavigation: 0#1#2#3#4# 0 1 2 |
#821 von urseline 24.02.04 20:34:35 Beitrag Nr.: 12.247.771 12247771
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@ nichtnormal
yeappa, so wars schon richtig und ich denke die antwort passt entsprechend, warten wir es ab -gut gemacht-
also ab freitag früh täglich mehrmals alle websites checken auf neue nachrichten von qt5
freu mich wenns absolut positive news sind
dann, dannnnn, aba dannnnn gibts für die guten an sangria hehe
gruß urseline
Tagesausblick NDX, Mittwoch 25. Februar
25.02.2004 | 09:26 @ Mathias Onischka (1.736 Zugriffe)
Das nächste Aufwärtsziel befindet sich bei 1.475 und später bei 1.489 Punkte. Die Intraday-Muster sind in der Summe positiv zu be...
#822 von nichtnormal 24.02.04 20:38:25 Beitrag Nr.: 12.247.805 12247805
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@ll keine sache - war ja auch im eigenen interesse
danke aber für die netten worte
bin etwas angeschlagen (mit erkältung bei der freundin angesteckt - hätten wir doch bloß einen test gemacht!)
mache heute mal feierabend. werde aber morgen ab und an wieder dabei sein, wenn´s was gibt...
gute N8
...und am aschermittwoch ist nicht alles vorbei !!!
#823 von urseline 24.02.04 20:44:07 Beitrag Nr.: 12.247.835 12247835
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warum hat yahoo andere kurse als walstreetcity ?
yahoo
finance.yahoo.com/q?s=qtfv.ob&d=v1w-city
host.wallstreetcity.com/wsc2/...Symbol=QTFV&DB=SQL&Timespan=10 #824 von urseline 24.02.04 20:49:25 Beitrag Nr.: 12.247.872 12247872
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premiere - machmal die mio voll, läßt sich leichter rechnen, 1 $ x 1 mio shares = 1 mio §
jetzt gehts in die heiße phase, dann schmilzt der schnee
und ...... wir treffen uns dann alle beim sangria in spanien
#825 von premiere28 24.02.04 20:51:06 Beitrag Nr.: 12.247.881 12247881
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@urseline dann machen wir eine party, die sich gewaschen hat! go qt5 go!
#826 von premiere28 24.02.04 20:51:38 Beitrag Nr.: 12.247.886 12247886
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shareholder meeting auf malle!
#827 von premiere28 24.02.04 20:54:08 Beitrag Nr.: 12.247.901 12247901
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aber bis dahin haben wir noch einiges vor uns
#828 von Biokonom 24.02.04 21:34:14 Beitrag Nr.: 12.248.340 12248340
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Eure Euphorie in Ehren,aber wir haben es hier immer noch mit fallenden Kursen zu tun und sollten die 0,02 nach unten durchbrechen,dann gehts nochmal richtig in den Keller,
schön für euch Ihr könnt ja dann " günstig" nachkaufen.
Bei guten Produkten sollte sich der Kurs wenigstens stabilisieren,kann ich aber hier nicht erkennen.
Bashen brauch ich hier übrigens nicht,bin wahrscheinlich schon länger als Ihr investiert mit den entsprechenden Konsequenzen.
Mfg Biokonom
#829 von Fred.knows 24.02.04 21:47:10 Beitrag Nr.: 12.248.505 12248505
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Da hat jemand sich schonmal für 21 Cents eingedeckt
51000 Stück für 10710 Dollar
15:42:28 0.020 14100 OTCBB
15:31:23 0.021 51000 OTCBB
15:27:00 0.020 79000 OTCBB
15:26:31 0.021 50000 OTCBB
15:23:21 0.021 14300 OTCBB
15:20:09 0.021 50000 OTCBB
15:20:08 0.210 51000 OTCBB
Der weiß, dass er sie bald für 1 Dollar verkaufen kann
#830 von luckyluke67 24.02.04 22:42:24 Beitrag Nr.: 12.248.846 12248846
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Nachbörslich sind aber 3.200.000 für 0,021 gekauft worden
Das war kein versehen.
#831 von urseline 24.02.04 22:45:11 Beitrag Nr.: 12.248.865 12248865
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biokom, ich weis zu schätzen was du sagen möchtest.
fall du wirklich in qt5 schon länger investiert bist und verlust genmacht hast tut es mir aufrichtig leid, denn ich wünsche jeder person so viel kohle zu machen wie diese will. Für diesen fall wünsche ich auch dir daß der kurs nach oben geht und du in die gewinnzone kommst.
sehe grade diese kurse und umsätze bei wallstreetcity :
Last: 0.021
Close: 0.021
High: 0.024
Low: 0.020
Open: 0.024
Change: -0.001
Volume: 12,263,300
Bid: 0.020
Ask: 0.027
umstzt zieht an scheint mir
last 10 trades :
16:04:59 0.021 3200000 OTCBB
15:55:08 0.021 250000 OTCBB
15:47:03 0.021 27000 OTCBB
15:46:39 0.021 70000 OTCBB
15:42:28 0.020 14100 OTCBB
15:31:23 0.021 51000 OTCBB
15:27:00 0.020 79000 OTCBB
15:26:31 0.021 50000 OTCBB
15:23:21 0.021 14300 OTCBB
15:20:10 0.021 50000 OTCBB
mal sehn wie der US händler morgen vor eröffnung taxt
fredknows - who knows ? show me the $$$s
muss dazu sagen daß ich auch immer hin + hergerissen bin, ist auch normal wenn mann immer klickt, und wie positiv das ganze ist wissen wir vielleicht nexte woche sofern eine nachricht kommt. es hieß ja bis ende febraur, ich stell mich auf die erste märzwoche ein. trotzdem, ab donnerstag wird auf allen verfügbaren knöppe für news geklickt, ma will ja dabei sein.
und biokonim - ich schenke dir jetzt mal nen doppelzentner positive euphorie des guten gelingens.
gruß urseline
#832 von urseline 24.02.04 22:54:39 Beitrag Nr.: 12.248.942 12248942
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richtig luckyluke, kein versehen ! War es der makler ?
urseline
#833 von Michiko 24.02.04 23:33:20 Beitrag Nr.: 12.249.221 12249221
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Weee aare the Champions, my friend:
Rec. Time Action Price Volume
3:55:06 PM Trade 0.021 250000
3:47:02 PM Bid 0.0205 5000
3:47:02 PM Trade 0.021 27000
3:46:38 PM Trade 0.021 70000
3:42:26 PM Trade 0.02 14190
3:27:00 PM Trade 0.02 79000
3:26:30 PM Trade 0.021 50000
Weee aare the losers all time!
Wee aare the champions, WEE AARE THE CHAMPIONS!
OOH YEAHH!!
Didelidumm!
#834 von Biokonom 25.02.04 00:55:16 Beitrag Nr.: 12.249.665 12249665
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Danke für deinen Zuspruch Urseline,ich drück Euch(mir natürlich auch)fest die Daumen,daß die 0,02 halten.
Mfg Biokonom
#835 von Dollar Mann 25.02.04 09:32:28 Beitrag Nr.: 12.251.146 12251146
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Kann Mir einer das mal übersetzen oder erklären danke im vorraus
As filed with the Securities and Exchange Commission on February 24, 2004
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
QT 5, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 72-7148906
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
Incorporation or Organization) Classification Code Number)
5655 LINDERO CANYON ROAD, SUITE 120
WESTLAKE VILLAGE, CALIFORNIA 91362
TELEPHONE: (818) 338-1500
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant`s Principal Executive Offices)
STEVEN REDER, PRESIDENT
QT 5, INC.
5655 LINDERO CANYON ROAD, SUITE 120
WESTLAKE VILLAGE, CALIFORNIA 91362
TELEPHONE: (818) 338-1500
(Name, Address, Including Zip Code, and 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 Americas
New York, New York 10018
Telephone: (212) 930-9700
Telecopier: (212) 930-9725
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. |X|
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. |_|
--------------------------------------------------
#836 von urseline 25.02.04 12:13:04 Beitrag Nr.: 12.253.051 12253051
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Dollar Mann - poste mal den kompletten Link hier, und welches Datum trägt dieser Antrag ?
Dürfte möglicherweise die bekanntmachung sein wegen Insiderverkauf - kann alt sein,, deswegen Datum !!!
urseline
#837 von nichtnormal 25.02.04 12:47:23 Beitrag Nr.: 12.253.422 12253422
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so, eben noch mal auf
www.targetsystemdiagnostics.com gewesen.... jetzt fehlt nur noch Hiv1&2 (phase 3 noch diese woche erledigt?), hepatitis und prostate(?) ebenfalls (sind noch in der entwicklung.)
dann sind wohl alle komplett!
#838 von Dollar Mann 25.02.04 13:02:24 Beitrag Nr.: 12.253.611 12253611
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Urseline hier ist der ganze bericht kannst mir in ja grob eklären
As filed with the Securities and Exchange Commission on February 24, 2004
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
QT 5, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 72-7148906
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
Incorporation or Organization) Classification Code Number)
5655 LINDERO CANYON ROAD, SUITE 120
WESTLAKE VILLAGE, CALIFORNIA 91362
TELEPHONE: (818) 338-1500
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant`s Principal Executive Offices)
STEVEN REDER, PRESIDENT
QT 5, INC.
5655 LINDERO CANYON ROAD, SUITE 120
WESTLAKE VILLAGE, CALIFORNIA 91362
TELEPHONE: (818) 338-1500
(Name, Address, Including Zip Code, and 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 Americas
New York, New York 10018
Telephone: (212) 930-9700
Telecopier: (212) 930-9725
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. |X|
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. |_|
--------------------------------------------------
CALCULATION OF REGISTRATION FEE
==================================================
PROPOSED MAXIMUM PROPOSED
OFFERING PRICE MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE PER UNIT AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE REGISTRATION FEE
(1)
--------------------------------------------------
Common stock, $0.001 par value, issuable
upon conversion of debentures at $0.01 134,508,958 $0.025 $3,242,729.95 $410.85
per share(1)
--------------------------------------------------
Common stock, $0.001 par value, issuable
upon conversion of warrants(1) 50,100,000 $0.025 $1,252,500.00 $158.69
--------------------------------------------------
TOTAL 184,608,958 $4,495,229.95 $569.54
==================================================
(1) Calculated pursuant to Rule 457(g) under the Securities Act of 1933, as amended.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
--------------------------------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS MAY BE USED ONLY WHERE IT IS LEGAL TO SELL THESE SECURITIES. INFORMATION MAY HAVE CHANGED SINCE THAT DATE.
QT 5, INC.
184,608,958 SHARES OF COMMON STOCK
This prospectus covers the resale by selling shareholders of up to 184,608,958 shares of our common stock, $0.001 par value. The selling shareholders are offering
134,508,958 shares of common stock underlying our 6% Convertible Debentures, and
50,100,000 shares of common stock underlying warrants.
These securities are more fully described in the section of this prospectus titled " Description of Securities to be Registered" .
The selling shareholders will sell in accordance with the terms described in the section of this prospectus titled " Plan of Distribution" . We will not receive any of the proceeds from the sale of the shares by the selling shareholders.
Our common stock is listed on the Over-The-Counter Bulletin Board. Our trading symbol is " QTFV."
AN INVESTMENT IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE OUR SECURITIES ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SEE " RISK FACTORS" BEGINNING AT PAGE 2.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is February 24, 2004
--------------------------------------------------
QT 5, INC.
TABLE OF CONTENTS
Page No.
Prospectus Summary 1
Risk Factors 2
Forward Looking Statements 5
Description of Securities to be Registered 5
Selling Shareholders 6
Plan of Distribution 7
Use of Proceeds 7
Directors, Executive Officers, Promoters and Control Persons 8
Security Ownership of Certain Beneficial Owners and Management 9
Disclosure of Commission Position on Indemnification for
Securities Act Liabilities 9
Organization 11
Our Business 11
Description of Property 13
Legal Proceedings 13
Management`s Discussion and Analysis of Financial Condition
and Results of Operations 14
Financial Statements F-1 through F-42
Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 30
Certain Relationship and Related Transactions 30
Market for Common Equity and Related Shareholder Matters 20
Executive Compensation 23
Experts 26
--------------------------------------------------
PROSPECTUS SUMMARY
THIS SUMMARY HIGHLIGHTS IMPORTANT INFORMATION ABOUT OUR BUSINESS AND ABOUT THIS OFFERING. BECAUSE IT IS A SUMMARY, IT DOES NOT CONTAIN ALL THE INFORMATION YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. PLEASE READ THE ENTIRE PROSPECTUS.
QT 5, INC.
We are currently the licensee of various quick test devices and quantitative testing analyzers which we are preparing to bring to market. In October 2003 we entered into a License Agreement of Intellectual Property with VMM, LLC. Under this agreement, we licensed the exclusive right, worldwide, to sell and distribute, under our brand name, specific point of care quick-test devices and quantitative testing analyzers to the retail, professional and governmental healthcare markets. These include an FDA cleared urine specimen drug screening test and a disease testing target system platform to identify Rubella, Herpes, Roravirus, Strep Group A, Infectious Mononucleosis, Myoglobin, CK-MB, Cardiac Troponin and Pregnancy. In addition, an HIV 1&2 test is pending phase 3 clearance by the FDA. During the next 12 months, we expect to submit tests for Hepatitis, Prostate PSA count, West Nile Virus and SARS to the FDA for clearance.
On April 7, 2002 we entered into an Agreement for the Assignment of Patent Rights to U.S. Patent No. 6,268,386 relating to the formulation of nicotine water-based products. We refer to this patent throughout this prospectus as the " NICO Patent." The agreement was effective upon the execution and delivery of the assignment of patent. The assignment of patent was executed and delivered to us on June 26, 2002. Our first water-based homeopathic nicotinum (nicotine) product was NICOWater(TM), an odorless and tasteless water-based product that is designed to relieve the self-diagnosed symptoms of tobacco cravings. In May 2003 we began shipping NICOWater(TM).
In May 2003 Mr. Marshall Anluaf Thompson, owner of the NICO Patent, alleged that he was entitled to terminate the assignment of the NICO Patent based upon our failure to meet certain conditions required by the assignment agreement, including performance conditions. The dispute was heard by a panel of arbitrators who, on January 8, 2004, concluded that Mr. Thompson was entitled to terminate the assignment agreement. Immediately following the decision we stopped marketing NICOWater(TM). While we have acquired other products, NICOWater(TM) was the only product we sold.
HOW TO CONTACT US
We maintain our principal offices at 5655 Lindero Canyon Road, Suite 120, Westlake Village, California 91362. Our telephone number at that address is
(818) 338-1500 and our facsimile number is (818) 338-1551.
THE OFFERING
We are registering 184,608,958 shares of our common stock for sale by the shareholders identified in the section of this prospectus titled " Selling Shareholders" . The shares have not yet been, but that may be, issued to designated selling shareholders upon the conversion of our 6% Convertible Debentures, and/or the exercise of warrants. Information regarding the debentures and the warrants is included in the section of this prospectus titled " Description of Securities to be Registered" .
1
--------------------------------------------------
RISK FACTORS
AN INVESTMENT IN OUR SECURITIES IS VERY SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS, ALONG WITH THE OTHER MATTERS REFERRED TO IN THIS PROSPECTUS, BEFORE YOU DECIDE TO BUY OUR SECURITIES. IF YOU DECIDE TO BUY OUR SECURITIES, YOU SHOULD BE ABLE TO AFFORD A COMPLETE LOSS OF YOUR INVESTMENT.
RISKS ASSOCIATED WITH OUR BUSINESS
WE HAVE LOST OUR RIGHTS TO THE NICO PATENT AND ARE NO LONGER ABLE TO SELL NICO WATER. THE LOSS OF THESE RIGHTS HAS MATERIALLY ADVERSELY EFFECTED OUR BUSINESS, REVENUES AND RESULTS OF OPERATIONS.
NICOWater(TM) was the only product we sold. In May 2003 we received notice from Marshall Anlauf Thompson, the inventor of the process by which we made NICOWater(TM) and the assignor of the rights to the NICO Patent, that he believed that we were in breach of the agreement by which we acquired the NICO Patent. Specifically, he alleged that we failed to meet certain performance requirements included in that agreement and that he had a right to terminate the agreement and obtain a return of the NICO Patent. We commenced an arbitration proceeding, as required by the agreement, to resolve this dispute. On January 8, 2004, the arbitrators ruled against us and we lost the NICO Patent.
Because NICOWater(TM) was the only product we sold, our loss of the NICO Patent will have a material adverse effect on our business, revenues and results of operations.
WE ARE A RECENTLY FORMED BUSINESS WITH VERY LITTLE OPERATING HISTORY, THEREFORE YOU HAVE NO BASIS ON WHICH TO DETERMINE IF WE CAN BE SUCCESSFUL.
In January 2003 we merged with Moneyzone.com, Inc. in a reverse acquisition. We have a very short history of operations. At this time we have no products that are ready to be marketed and, even if we are successful in introducing any of our products, we are not certain that they will generate significant revenues. During the year ended June 30, 2003 and the six months ended December 31, 2003, we incurred a net loss of $6,410,216 and $5,391,291, respectively, with revenues of only $9,042 and $190,404, respectively. Because of the loss of the NICO Patent, we no longer have a product that generates revenues.
Because we have a short operating history, you will have no basis upon which to accurately forecast our future operations, including sales, or to judge our ability to develop our business. If you purchase our securities, you may lose your entire investment.
BECAUSE WE HAVE EARNED VERY LITTLE IN REVENUES, THE SUCCESS OF OUR BUSINESS REQUIRES CONTINUED FUNDING. IF WE CANNOT RAISE THE MONEY WE NEED TO SUPPORT OUR OPERATIONS UNTIL WE EARN SIGNIFICANT REVENUES, WE MAY BE REQUIRED TO CURTAIL OR TO CEASE OUR OPERATIONS AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.
Our ability to develop our business depends upon our receipt of money to continue our operations while we introduce our products and a market for them develops. If this funding is not received as needed, it is unlikely that we could continue our business, in which case you would lose your entire investment.
In August 2003 we received gross proceeds of $1,000,000 in financing with a commitment for an additional $1,000,000 in gross proceeds to be received following the effective date of a registration statement, which we were required to file in conjunction with receipt of the financing. The registration statement was declared effective on November 12, 2003, and we received the remaining $1,000,000 of gross proceeds in October and November 2003. Also, in November 2003 we completed an accounts receivable financing facility with AeroFund Financial that will enable us to finance approved customer invoices to a maximum of $1,500,000 at any given time. As of the date of this filing, AeroFund has advanced approximately $21,500 against factored accounts receivable of $61,500. We are currently in default of this financing agreement caused by the loss of the NICO Patent and non-payment of certain NICO customers. We intend to cure this default and anticipate utilizing this accounts receivable financing facility, if appropriate, in connection with future sales of our new product. Without the ability to sell NICOWaterTM, which was our only current product, and given that we are just beginning to bring other products to market, we are dependent upon obtaining additional financing to fund our continued operations.
2
--------------------------------------------------
To the extent that we need more funds, we cannot assure you that additional financing will be available to us when needed, on commercially reasonable terms, or at all. If we are unable to obtain additional financing as needed, we may be required to cease our operations. Our independent auditors have included an explanatory paragraph in their report on our financial statements set forth in this prospectus stating that because of our significant losses and our working capital deficit there is substantial doubt that we can continue as a going concern.
WE ARE SUBJECT TO THE RISKS AND UNCERTAINTIES INHERENT IN NEW BUSINESSES. IF WE FAIL TO ACCURATELY FORECAST OUR CAPITAL NEEDS OR IF OUR PRODUCT DOES NOT EARN SIGNIFICANT REVENUES OUR BUSINESS COULD FAIL AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.
We are subject to the risks and uncertainties inherent in new businesses, including the following:
o Our projected capital needs may be inaccurate, and we may not have enough money to develop our business and bring our products to market as we planned;
o We may experience unanticipated development or marketing expenses, which may make it more difficult to develop our business and bring our products to market;
o Even if we are able to develop our products and bring them to market, we may not earn enough revenues from the sales of our products to cover the costs of operating our business.
If we are unsuccessful in our efforts to develop our business and if the product we provide does not produce revenues as we project, we are not likely to ever become profitable and we may be required to curtail some or all of our operations. If that happened you could lose your entire investment.
WE ARE DEPENDENT FOR OUR SUCCESS ON A FEW EMPLOYEES. THE LOSS OF ONE OR MORE OF THESE EMPLOYEES COULD HAVE AN ADVERSE EFFECT ON OUR OPERATIONS.
Our future success will depend, to a significant degree, on the continued services of our Chief Executive Officer, Timothy J. Owens, our President, Steven Reder, and our Chief Financial Officer, Norman A. Kunin. Loss of the services of Messrs. Owens, Reder and Kunin would have a material adverse effect on our business and operations.
WE CANNOT ASSURE YOU THAT WE WILL BE SUCCESSFUL IN COMMERCIALIZING OUR PRODUCTS. IF WE DO NOT DEVELOP AND COMMERCIALIZE OUR PRODUCTS, YOU MAY LOSE YOUR ENTIRE INVESTMENT.
Our ability to successfully commercialize any of the products we have acquired is uncertain. Although some of the products we are currently licensed to sell need no further regulatory clearance, some will require additional research, development, testing, regulatory clearance or investment prior to their commercialization. We cannot assure you that we can develop commercially successful products. If we do not develop commercially successful products, you could lose your entire investment.
WE COULD BE SUBJECT TO PRODUCT LIABILITY CLAIMS. OUR INSURANCE MAY NOT BE ADEQUATE TO PAY SUCH CLAIMS. IF WE WERE REQUIRED TO PAY A CLAIM, OUR BUSINESS AND FINANCIAL CONDITION COULD BE ADVERSELY EFFECTED AND YOUR INVESTMENT MAY DECLINE IN VALUE.
We have obtained the rights to sell specific point of care quick-test devices and quantitative testing analyzers to the retail, professional and governmental healthcare markets. These include an FDA cleared urine specimen drug screening test and a disease testing target system platform to identify Rubella, Herpes, Roravirus, Strep Group A, Infectious Mononucleosis, Myoglobin, CK-MB, Cardiac Troponin and Pregnancy. When we begin marketing these products, liability might result from claims made by consumers or professionals who purchase them. Our product liability insurance policy was cancelled in January 2004 as a result of our loss of the NICO Patent and our inability to sell NICOWater. We anticipate obtaining new product liability insurance covering the sale of our new products. We can give no assurance that such insurance will be available at a reasonable cost or that any insurance policy would offer coverage sufficient to meet any liability arising as a result of a claim. The obligation to pay any product liability claim could have a material adverse effect on our business and financial condition and could cause the value of your investment to decline.
WE MAY NOT BE ABLE TO ADEQUATELY PROTECT OUR PATENTS OR OTHER INTELLECTUAL PROPERTY OR WE COULD BECOME INVOLVED IN LITIGATION WITH OTHERS REGARDING OUR INTELLECTUAL PROPERTY. EITHER OF THESE EVENTS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.
We rely on a combination of patent laws, nondisclosure, trade secret and other contractual and technical measures to protect our proprietary rights in our products. However, we cannot assure you that these provisions will be adequate to protect our proprietary rights. In addition, the laws of certain foreign countries do not protect intellectual property rights to the same extent as the laws of the United States.
Although we believe that our intellectual property does not infringe upon the proprietary rights of third parties, others may claim that we have infringed on their products. If we were to become involved in disputes regarding the use or ownership of intellectual property rights, we could incur substantial costs in defending or prosecuting any such action and the defense or prosecution of the action would likely result in a diversion of management resources. In addition, in order to settle such an action we could be required to acquire licenses from others or to give licenses to others on terms that are not beneficial to us. Any dispute relating to our intellectual property could have a material adverse effect on our business.
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OUR PRODUCTS ARE REGULATED BY THE FDA AND, IN THE WORLDWIDE MARKET, GOVERNMENT AGENCIES LIKE THE FDA. WE MAY BE UNSUCCESSFUL IN OBTAINING REGULATORY APPROVALS FOR OUR PRODUCTS, EVEN THOUGH WE MAY INVEST A SIGNIFICANT AMOUNT OF TIME AND MONEY INTO SEEKING SUCH APPROVALS. IF OUR PRODUCTS DO NOT RECEIVE THE REGULATORY APPROVALS WE NEED TO SELL THEM, OUR REVENUES AND OPERATING RESULTS COULD BE ADVERSELY AFFECTED AND THE VALUE OF YOUR INVESTMENT MAY DECLINE.
The manufacture, sale, promotion and marketing of some of our future products are subject to regulation by the FDA and similar government regulatory bodies in other countries.
As we develop or obtain new products, we will be required to determine what regulatory requirements, if any, are required to market and sell our products in the United States and worldwide. Although we have not yet been required to spend significant sums of money to obtain FDA or other clearances or approvals for our products, the expense relating to obtaining such approvals could grow. Furthermore, we cannot predict the time frame for any clearance or approval because all required approvals are subject to independent governmental agencies over which we have no control. Delays in obtaining government clearances or approvals of our products, or failure to obtain required government clearances or approvals, will prevent us from marketing them, which, in turn, will prevent us from recouping their acquisition costs.
We intend to work diligently to assure compliance with all applicable regulations that impact our business. We cannot assure you, however, that we will be able to obtain regulatory clearance or approval for all of our products or that, in the future, additional regulations will not be enacted which might adversely impact our operations. In either case, our revenues and operating results could be adversely affected and the value of your investment may decline.
RISKS ASSOCIATED WITH OWNERSHIP OF OUR SECURITIES
WE HAVE NOT PAID CASH DIVIDENDS AND IT IS UNLIKELY THAT WE WILL PAY CASH DIVIDENDS IN THE FORESEEABLE FUTURE.
We plan to use all of our earnings, to the extent we have earnings, to fund our operations. We do not plan to pay any cash dividends in the foreseeable future. We cannot guarantee that we will, at any time, generate sufficient surplus cash that would be available for distribution as a dividend to the holders of our common stock. You should not expect to receive cash dividends on our common stock.
WE HAVE THE ABILITY TO ISSUE ADDITIONAL SHARES OF OUR COMMON STOCK WITHOUT ASKING FOR SHAREHOLDER APPROVAL, WHICH COULD CAUSE YOUR INVESTMENT TO BE DILUTED.
Our Certificate of Incorporation currently authorizes the Board of Directors to issue up to 300,000,000 shares of common stock. The Board of Directors may generally issue shares of common stock or warrants or options to purchase shares of common stock without further approval by our shareholders. Accordingly, any additional issuance of our common stock may have the effect of further diluting your investment.
WE MAY RAISE ADDITIONAL CAPITAL THROUGH A SECURITIES OFFERING THAT COULD DILUTE YOUR OWNERSHIP INTEREST.
We require substantial working capital to fund our business. If we raise additional money through the issuance of equity, equity-related or convertible debt securities, those securities may have rights, preferences or privileges senior to those of the holders of our common stock. The issuance of additional common stock or securities convertible into common stock by our management will also have the effect of further diluting the proportionate equity interest and voting power of holders of our common stock.
OUR SECURITIES ARE THINLY TRADED, SO YOU MAY BE UNABLE TO LIQUIDATE THEM IF YOU NEED MONEY.
Our common stock trades sporadically on the Over-The-Counter Bulletin Board. In the past, there have been periods of several days or more when there were no trades of our common stock. It is not likely that an active market for our common stock will develop or be sustained in the foreseeable future. If you needed to liquidate your common stock because you needed money, it may be difficult or impossible to do so.
WE ARE SUBJECT TO THE PENNY STOCK RULES AND THESE RULES MAY ADVERSELY AFFECT TRADING IN OUR COMMON STOCK.
Our common stock is considered a " low-priced" security under rules promulgated under the Securities Exchange Act of 1934. In accordance with these rules, broker-dealers participating in transactions in low-priced securities must first deliver a risk disclosure document which describes the risks associated with such stocks, the broker-dealer`s duties in selling the stock, the customer`s rights and remedies and certain market and other information. Furthermore, the broker-dealer must make a suitability determination approving the customer for low-priced stock transactions based on the customer`s financial situation, investment experience and objectives. Broker-dealers must also disclose these restrictions in writing to the customer, obtain specific written consent from the customer, and provide monthly account statements to the customer. The effect of these restrictions will likely be a decrease in the willingness of broker-dealers to make a market in our common stock, decreased liquidity of our common stock and increased transaction costs for sales and purchases of our common stock as compared to other securities.
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FORWARD LOOKING STATEMENTS
The federal securities laws provide a safe harbor for certain forward-looking statements. This safe harbor protects us from liability in a private action arising under either the Securities Act of 1933 or the Securities Exchange Act of 1934 for forward-looking statements that are identified as such and accompanied by meaningful cautionary statements, or are immaterial.
This prospectus contains forward-looking statements that involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions, or future events. In some cases, you can identify forward-looking statements by terminology such as " anticipate," " estimate," " plan," " project," " predict," " potential," " continue," " ongoing," " expect," " believe," " intend," " may," " will," " should," " could," or the negative of these terms or other comparable terminology. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from any future results, 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 any forward-looking statements due to a variety of factors, including for example, our inability to obtain financing when and if we need it and other factors, many of which may be outside our control. Consequently, you should not place undue reliance on these forward-looking statements. We discuss many of these and other risks and uncertainties in greater detail under the sections titled, " Risk Factors" and " Management`s Discussion and Analysis of Financial Condition and Results of Operations" in this prospectus.
The forward-looking statements speak only as of the date on which they are made and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
DESCRIPTION OF SECURITIES TO BE REGISTERED
COMMON STOCK AND RIGHTS OF COMMON SHAREHOLDERS
The securities being offered by the selling shareholders are shares of our common stock. We are authorized by our Articles of Incorporation, as amended, to issue 300,000,000 shares of common stock, $0.001 par value. Our common stock is traded on the over-the-counter bulletin board.
Holders of our common stock are entitled to one vote per share on all matters subject to shareholder vote. If the Board of Directors were to declare a dividend out of funds legally available therefore, all of the outstanding shares of common stock would be entitled to receive such dividend. We have never declared dividends and we do not intend to declare dividends in the foreseeable future. If we were liquidated or dissolved, holders of shares of our common stock would be entitled to share ratably in assets remaining after satisfaction of our liabilities. Holders of our common stock do not have cumulative voting rights.
6% CONVERTIBLE DEBENTURES
On August 22, 2003 we received a commitment to obtain gross proceeds of $2,000,000 upon the issuance of 6% Convertible Debentures to six investors who participated in a private offering of these securities. The funds were to be received and the debentures were to be issued in two closings. The first closing, pursuant to which we received gross proceeds of $1,000,000, took place on August 22, 2003.
On October 15, 2003 we and the investors agreed that the investors would advance $200,000 of the remaining $1,000,000 in gross proceeds prior to the date they were required to do so. In November 2003 we received the remaining $800,000 in gross proceeds due at the second closing. The debentures have a term of three years. Interest is payable quarterly. We may choose to pay the interest with shares of our common stock, so long as there is an effective registration statement covering the sale of the common stock issued for the interest payment, our common stock is listed on a Principal Market, as defined in the debenture, and we have enough authorized but unissued shares of common stock available to issue all the shares that could be issued in conjunction with the placement of the debentures. There is not an effective registration statement covering the sale of common stock to be issued for any interest payment. At any time after the original issue date, the debentures may be converted into shares of our common stock at the option of the holder. The number of shares of common stock issuable upon a conversion is determined by the quotient obtained by dividing the outstanding principal amount of the debentures to be converted by the Set Price. The Set Price is defined as $0.075 for those debentures that were issued at the first closing and the lesser of $0.075 and the average of the five closing prices of our common stock immediately prior to the second closing for those debentures that were issued at the second closing. We have registered 34,666,666 shares of our common stock to cover the conversion of the debentures. The debentures also require that, in the event that we lose our patent relating to NICOWater(TM), the conversion price shall thereafter equal the lesser of (A) the Set Price and (B) 60% of the average of the 5 Closing Prices for the 5 Trading Days immediately prior to the applicable Conversion Date. We and the investors have agreed that such price will be fixed at $0.01 per share. Additional shares of Common Stock were registered in a separate Registration Statement to cover such additional conversion shares.
In November and December 2003 and January and February 2004, a total of $1,790,667 of the convertible debentures were converted into 49,821,747 shares of our common stock. This prospectus relates to the resale of up to 29,708,958 shares of common stock underlying the above-referenced securities.
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On February 12, 2004, we entered into a Securities Purchase Agreement with several accredited institutional investors for the issuance of an aggregate of $1,000,000 principal amount 6% convertible debentures with an original issue discount of 20%. As of February 12, 2004, we closed on an aggregate principal amount of $437,500 of convertible debentures and received gross proceeds of $350,000. We anticipate closing on an additional $187,500 by the end of February. The last tranche of $375,000 in principal amount of convertible debentures will be issued within 5 days of effectiveness of this registration statement underlying these securities. The debentures are due two years from the date of issuance. The debentures are convertible at the option of the holders into our shares of common stock at a fixed conversion price of $0.01 per share. Furthermore we entered into a Registration Rights Agreement in order to register the above-referenced securities. We paid a finders fee of 9% and issued 100,000 warrants to such finder. This prospectus covers the resale of up to 100,100,000 shares of common stock underlying these debentures.
WARRANTS CONVERTIBLE INTO COMMON STOCK
The Debenture Warrants issued in connection with the August 2003 debentures are exercisable at a price of $0.075 per share. These Debenture Warrants expire five years from the date of issuance. By exercising the Debenture Warrants, each holder of the 6% Convertible Debentures is entitled to purchase a number of shares of common stock equal to one-half of the number of shares of common stock into which it may convert the debenture. Including the warrant issued to HPC Capital Management, which arranged the financing, 16,000,000 shares of our common stock may be purchased through the exercise of the Debenture Warrants and we have registered 20,000,000 shares of our common stock to cover the exercise of these Debenture Warrants.
On October 15, 2003, we and the investors agreed that the investors would advance $200,000 of the remaining $1,000,000 in gross proceeds prior to the date they were required to do so under our agreement. In exchange for the advance, we agreed to reduce the exercise price of the Debenture Warrants (including the warrant issued to 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.
In November and December 2003 and January and February 2004, 13,333,333 shares of our common stock were purchased by certain holders of our 6% Convertible Debentures through the exercise of their Debenture Warrants at an exercise price of $0.01.
The Debenture Warrants issued in connection with the February 2004 debentures are exercisable at a price of $0.01 per share. These Debenture Warrants expire five years from the date of issuance. By exercising the Debenture Warrants, each holder of the 6% Convertible Debentures is entitled to purchase a number of shares of common stock equal to one-half of the number of shares of common stock into which it may convert the debenture. Including the warrant issued to HPC Capital Management, which arranged the financing, 50,100,000 shares of our common stock may be purchased through the exercise of these Debenture Warrants. This prospectus relates to the resale of up to 50,100,000 shares of common stock underlying the Debenture Warrants issued in February 2004.
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SELLING SHAREHOLDERS
The following table sets forth the names of the selling shareholders who may sell their shares using this prospectus. No selling shareholder has, or within the past three years has had, any position, office or other material relationship with us or with any of our predecessors or affiliates.
The following table also sets forth certain information as of the date of this prospectus regarding the ownership of our common stock by the selling shareholders. Because the selling shareholders can offer all, some or none of their shares of our common stock, we have no way of determining the number they will hold after this offering. Therefore, we have prepared the table below on the assumption that the selling shareholders will sell all shares covered by this prospectus.
-------------------------------- ------------------- -------------- ------------ --------------- ------------ --------------
Total Shares of Percentage
Common Stock of Common Shares of Beneficial
Issuable Upon Stock, Common Stock Beneficial Percentage of Ownership
Conversion of Assuming Included in Ownership Common Stock After the
Name Debentures Full Prospectus Before the Owned Before Offering
and/or Warrants Conversion Offering Offering (7)
-------------------------------- ------------------- -------------- ------------ --------------- ------------ --------------
Palisades Master Fund L.P(1) 37,500,000 24.5% 37,500,000 5,756,224 4.99% 0
-------------------------------- ------------------- -------------- ------------ --------------- ------------ --------------
Crescent International Ltd(2) 44,875,626 28.0% 44,875,626 5,756,224 4.99% 0
-------------------------------- ------------------- -------------- ------------ --------------- ------------ --------------
Alpha Capital AG (3) 44,933,332 28.0% 44,933,332 5,756,224 4.99% 0
-------------------------------- ------------------- -------------- ------------ --------------- ------------ --------------
Bristol Investment Fund Ltd.(4) 42,200,000 26.8% 42,200,000 5,756,224 4.99% 0
-------------------------------- ------------------- -------------- ------------ --------------- ------------ --------------
Zenny Trading Limited(5) 15,000,000 11.5% 15,000,000 5,756,224 4.99% 0
-------------------------------- ------------------- -------------- ------------ --------------- ------------ --------------
HPC Capital Management(6) 100,000 * 100,000 5,756,224 4.99% 0
-------------------------------- ------------------- -------------- ------------ --------------- ------------ --------------
Total 184,608,958
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* less than 1%
The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares as to which the selling stockholder has sole or shared voting power or investment power and also any shares, which the selling stockholder has the right to acquire within 60 days. However each of the selling stockholders has contractually agreed to restrict its ability to convert or exercise their securities and receive shares of our common stock such that the number of shares of common stock held by it and its affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock.
(1) Represents (i) 25,000,000 shares underlying the February 2004 convertible debenture financing and (ii) 12,500,000 shares underlying a common stock purchase warrant issued in connection with the February 2004 financing exercisable at $0.01 per share.
(2) Represents (i) 20,000,000 shares underlying our February 2004 convertible debenture financing; (ii) 10,000,000 shares underlying a common stock purchase warrant issued in connection with the February 2004 financing exercisable at $0.01 per share; and (iii) 14,875,626 shares underlying our August 2003 convertible debenture financing.
(3) Represents (i) 20,000,000 shares underlying our February 2004 convertible debenture financing; (ii) 10,000,000 shares underlying a common stock purchase warrant issued in connection with the February 2004 financing exercisable at $0.01 per share; and (iii) 14,933,332 shares underlying our August 2003 convertible debenture financing.
(4) Represents (i) 25,000,000 shares underlying our February 2004 convertible debenture financing; (ii) 12,500,000 shares underlying a common stock purchase warrant issued in connection with the February 2004 financing exercisable at $0.01 per share; and (iii) 4,700,000 shares underlying our August 2003 convertible debenture financing.
(5) Represents (i) 10,000,000 shares underlying the February 2004 convertible debenture financing and (ii) 5,000,000 shares underlying a common stock purchase warrant issued in connection with the February 2004 financing exercisable at $0.01 per share.
(6) Represents 100,000 shares underlying a common stock purchase warrant issued in connection with the February 2004 financing exercisable at $0.01 per share.
(7) Assumes all securities are sold.
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PLAN OF DISTRIBUTION
We are registering a total of 184,608,958 shares of our common stock that are being offered by the selling shareholders. As used in this prospectus, " selling shareholders" includes the pledgees, donees, transferees or others who may later hold the selling shareholders` interests in the common stock. We will pay the costs and fees of registering the common shares, but the selling shareholders will pay any brokerage commissions, discounts or other expenses relating to the sale of the common shares. We will not receive the proceeds from the sale of the shares by the selling shareholders. However, some of the shares we are registering will be issued upon the exercise of warrants held by the selling shareholders. Although the selling shareholders are not required to exercise the warrants, if they do so we will receive the proceeds from the exercise.
The selling shareholders and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling shareholders may use any one or more of the following methods when selling shares:
o ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
o block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
o an exchange distribution in accordance with the rules of the applicable exchange;
o privately negotiated transactions;
o broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share;
o a combination of any such methods of sale; and
o any other method permitted pursuant to applicable law.
The selling shareholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus. Broker-dealers engaged by the selling shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling shareholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling shareholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.
The selling shareholders may from time to time pledge or grant a security interest in some or all of the shares or common stock or warrants owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.
The selling shareholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
The selling shareholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be " underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The selling shareholders have informed us that none of them have any agreement or understanding, directly or indirectly, with any person to distribute the common stock.
We are required to pay all fees and expenses incurred by us incident to the registration of the shares. We have agreed to indemnify the selling shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock offered by the selling shareholders. We will receive proceeds of $0.01 per share from the exercise of warrants by the selling shareholders.
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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The name, age and a description of the positions held by our directors, executive officers and key employees are as follows:
NAME AGE POSITION(S)
Timothy J. Owens 49 Chief Executive Officer and Director
Steven H. Reder 45 President and Director
Norman A. Kunin 66 Chief Financial Officer
There are no family relationships between any directors and executive officers.
The size of our Board of Directors is currently fixed at two members. Members of the Board serve until the next annual meeting of shareholders and until their successors are elected and qualified. Officers are appointed by and serve at the discretion of the Board.
None of our directors or executive officers has, during the past five years,
o had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time,
o been convicted in a criminal proceeding and none of our directors or executive officers is subject to a pending criminal proceeding,
o been subject to any order, judgment, or decree not subsequently reversed, suspended or vacated of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities or banking activities, or
o been found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
TIMOTHY J. OWENS. Chief Executive Officer and Director. Mr. Owens is our founder and has been Chief Executive Officer since our inception. > From March 1994 to January 1999, Mr. Owens served as Chief Executive Officer of Job Services, Inc., a privately held company. Mr. Owens received his Masters of Science Degree in Finance from LaSalle University in Louisiana. Mr. Owens also received letters of academic excellence in engineering from President Gerald R. Ford and President James Carter in 1976 and 1978.
STEVEN H. REDER. President and Director. Mr. Reder has been President and a member of our Board of Directors since January 2002. Mr. Reder also acted as our Chief Financial Officer from January 2002 until the appointment of Norman A. Kunin on August 8, 2003. From February 1994 to January 2002, Mr. Reder was President, Chief Executive Officer and majority stockholder of Friends Industry, Inc. (dba Graphix Press), a specialty printer, packaging and point of purchase display company. Prior to his employment with Graphix Press, Mr. Reder was the Chief Financial Officer for Delta Lithograph Company, a Bertelsmann company.
NORMAN A. KUNIN. Chief Financial Officer. Norman A. Kunin joined us in August 2003 as Chief Financial Officer after having been a consultant since May 2003. Mr. Kunin`s professional career encompasses over thirty years of diversified financial management expertise, beginning as a certified public accountant. Approximately 30 years ago Mr. Kunin and his partners sold their accounting firm to a predecessor to Deloitte and Touche. Thereafter, Mr. Kunin continued his career as a financial executive and consultant for a variety of private and publicly held companies. From September 1998 to August 2003, Mr. Kunin was employed by Kunin Business Consulting, a division of Ace Investors, LLC located in Santa Maria, California. His consulting engagements included financial forecasting, business planning and providing temporary services as a chief financial officer and/or financial executive. Mr. Kunin earned his Bachelor of Business degree with major in Accounting at New York`s City College and is a member of the American Institute of Certified Public Accountants.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the date of this prospectus, information regarding the beneficial ownership of our common stock before the offering 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.
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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 S
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