UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                     --------------------------------------
                                   FORM 10-KSB
                     --------------------------------------

 |X|  ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934

                   For the fiscal year ended December 31, 2002
                                       OR

 |_|  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
      OF 1934

                     ---------------------------------------
                        Commission file number 000-25022

                                   QT 5, INC.
                 (Name of small business issuer in its charter)
                     ---------------------------------------

            DELAWARE                                     72-7148906
  (State or other jurisdiction                 (IRS Employer Identification No.)
        of incorporation)

             5655 LINDERO CANYON ROAD, SUITE 120
               WEST LAKE VILLAGE, CALIFORNIA                       91362
          (Address of principal executive offices)              (Zip Code)

                                 (818) 338-1510
                 Issuer's telephone number, including area code

                                  MONEYZONE.COM
          (Former name or former address, if changed since last report

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

         SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:
                                      None

         SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT:
                          Common Stock, $.001 par value
        The Common Stock is quoted on the Over-the Counter Bulletin Board

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing  requirements  for the past 90 days. Yes |X| No |_|

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. |_|

State issuer's revenues for its most recent fiscal year: $0.

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates  computed by  reference  to the closing sale price of such common
equity on April 10, 2003 was approximately $ 2,415,774.

The total  number  of shares of the  issuer's  common  stock,  $.001 par  value,
outstanding on April 10, 2003 was 30,962,864.

Transitional Small Business Disclosure Format: Yes |_| No |X|

--------------------------------------------------------------------------------
<PAGE>
                                   QT 5, INC.

                              INDEX TO FORM 10-KSB

<TABLE>
<CAPTION>

                                     PART I

<S>                                                                                                             <C>
Item   1.  Description of Business.............................................................................. 3
Item   2.  Description of Property..............................................................................11
Item   3.  Legal Proceedings....................................................................................11
Item   4.  Submission of Matters to a Vote of Security Holders..................................................11


                                     PART II

Item   5.  Market for Common Equity and Related Stockholder Matters.............................................12
Item   6.  Management's Discussion and Analysis or Plan of Operation............................................13
Item   7.  Financial Statements.................................................................................17
              Historical Financial Statements
                 Independent Auditors' Report...................................................................18
                 Statements of Financial Condition..............................................................19
                 Statements of Operations.......................................................................20
                 Statements of Changes in Shareholders' Deficit.................................................21
                 Statements of Cash Flows.......................................................................25
                 Notes to Financial Statements..................................................................27
Item   8.  Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.................35


                                    PART III

Item   9.  Directors and Executive Officers, Promoters and Control Persons; Compliance with Section
              16(a) of the Exchange Act.........................................................................36
Item 10.   Executive Compensation...............................................................................37
Item 11.   Security Ownership of Certain Beneficial Owners and Management.......................................38
Item 12.   Certain Relationships and Related Transactions.......................................................38
Item 13.   Exhibits, List and Reports on Form 8-K...............................................................39
Item 14.   Controls and Procedures..............................................................................42

Signatures and Certifications...................................................................................43
</TABLE>















                                      -2-
<PAGE>
                                     PART I

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

          The  federal  securities  laws  provide  for 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,  as  amended,  for  forward-looking  statements  that are
identified as such and accompanied by meaningful cautionary  statements,  or are
immaterial.

          This Annual Report on Form 10-KSB 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  technology.  These  statements  involve
estimates, assumptions, known and unknown risks, uncertainties and other factors
that could cause 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 ability to compete with other  products in
our space;  the risk of unfavorable  federal  regulation;  and the fact that our
status as a development  stage company makes our future  unclear.  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 section entitled, "Risk Factors That May Affect Future Result" in Item 1 and
elsewhere in this Annual Report on Form 10-KSB.

          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.

ITEM 1.     DESCRIPTION OF BUSINESS

BUSINESS

         QT 5, Inc. (the "Company" or "QT5") intends to develop,  distribute and
market In Vitro diagnostic tools and pharmaceutical products for the individual,
home, and work  environments.  In April 2002, QT5 acquired Patent No.  6,268,386
relating to nicotine beverages (the "Nico Patent"). The Company's first nicotine
beverage  product is  anticipated  to be  NicoWater(TM),  a water based nicotine
product.

         While QT5 plans to continue its small device and pharmaceutical product
development,  since acquisition of the Nico Patent,  the Company has focused its
efforts on developing and marketing nicotine beverage  products.  Other than its
nicotine  beverage  line of products,  the Company has not developed nor does it
have the  right to  market  any  other  products;  however,  the  Company  is in
negotiations  to  acquire  certain   intellectual   property  rights  and  their
associated  research and development efforts and FDA approvals on an H.I.V. test
kit,  In Vitro drug test kit and a cardiac  pulmonary  test kit.  In addition to
Nico  Water,  to  date,  the  Company  has  been  engaged  in the  research  and
development of  proprietary  programs for business and government use to educate
and limit  liability  of employee  drug use,  sexual  harassment  and work place
discrimination. The Company is in negotiations to acquire products in this area.

                                      -3-
<PAGE>
ORGANIZATION, HISTORY AND DEVELOPMENT

         The  Company  was  formed  on April 4,  1989,  under  the name  Chelsea
Atwater,  Inc.  On March 19,  1997,  we changed  our name to Cerx  Entertainment
Corporation,   and  on  March  23,  1998,  changed  our  name  to  Cerx  Venture
Corporation.  Prior to 1996, we had limited operations,  while we were seeking a
business   to   acquire.   On  July  15,   1999,   we  effected  a  merger  with
EBonlineinc.com,   Inc.,  a  Delaware  corporation,  and  changed  our  name  to
MoneyZone.com,  Inc.  ("MoneyZone").  On July 18, 2002, we announced that we had
entered into a Merger Agreement with QuickTest 5, Inc., a Delaware corporation.

         Effective January 9, 2003, pursuant to the terms of the Merger and Plan
of  Reorganization  (the  "Merger  Agreement")   between   MoneyZone.com,   Inc.
("MoneyZone"),  and QuickTest 5, Inc.  ("Quicktest")  (the "Merger"),  Quicktest
merged with and into MoneyZone,  the separate  corporate  existence of Quicktest
ceased, and MoneyZone  continued as the surviving entity and changed its name to
"QT 5, Inc." and its  symbol on the Over the  Counter  Bulletin  Board to "QTFV"
(the  surviving  entity  shall  hereinafter  be  referred  to as  "QT5"  or  the
"Company").

         The Company had 3,000,000 shares of Common Stock issued and outstanding
as of the year ended  December  31, 2002.  In  connection  with the Merger,  the
Company issued an aggregate of 25,000,000  shares of its Common Stock (on a post
forward split basis, see discussion below) to Quicktest  shareholders  resulting
in the Company having  28,000,000  shares of Common Stock issued and immediately
following  the Merger and after taking into effect a five for one forward  stock
split.

         As a result of the  Merger,  the  shareholders  of  Quicktest  acquired
control  of QT 5.  The  source  of  consideration  used by the  shareholders  of
Quicktest for the Merger were shares of common stock of Quicktest  owned or held
beneficially  prior  to the  Merger  that  were  acquired  by the  Company  upon
consummation of the Merger in exchange for the same number of similar securities
issued by the Company.

         Effective  January 9, 2003,  the Company  effectuated a 5 for 1 forward
split of its outstanding  shares of Common Stock (the "Forward Stock Split") and
all share  amounts  set forth  herein  reflect the  Forward  Stock Split  unless
otherwise  noted.  The  forward  stock  split  was  effectuated   prior  to  the
effectiveness of the Merger.

         The Board of  Directors  and holders of a majority  of the  outstanding
Common  Stock of the  Company  authorized  and  approved  by written  consent an
amendment of the  Certificate  of  Incorporation  of the Company to increase the
total amount of the Company's authorized Common Stock, from 25,000,000 shares to
100,000,000  shares.  This increase was effectuated  pursuant to an amendment to
the Company's  Certificate of  Incorporation  prior to the  effectiveness of the
Merger.

         On February 7, 2003, the Company formed Nico Water International, Inc.,
as a wholly owned subsidiary, which is the Company's sole subsidiary.







                                      -4-
<PAGE>
PRODUCTS

         NICO WATER.  The  Company's  first  nicotine  beverage  product is Nico
Water.  Nico Water is an odorless  and  tasteless  liquid based  nicotine  adult
beverage  to be  consumed  "when  you want to smoke  but  can't or can smoke but
shouldn't." The Company intends to sell and distribute Nico Water to adults over
the age of 18,  wherever  cigarettes  are  sold to  provide  an  alternative  to
smoking.  Unlike other  nicotine  products,  Nico Water is suitable for sale and
consumption  in a wide  venue of retail  outlets  (i.e.  drug  stores,  markets,
restaurants,  airlines,  and  convenience  stores).  Nico Water is not currently
available for sale. The Company is working with regulatory  counsel to determine
what  requirements,  if any, must be satisfied  prior to marketing Nico Water in
the U.S. and  worldwide.  See  "Regulatory  Matters" and "Risk  Factors That May
Affect Future Results and Market Price of Stock-Government Regulation."

         MARKET FOR  NICOTINE  BEVERAGES.  While there is no current  market for
Nicotine  beverage  products,  there are approximately 47 million smokers in the
U.S.  alone  who  spend  approximately  $200  billion  annually  on  cigarettes.
Management  believes there is a significant  worldwide  market  opportunity  for
products that contain  nicotine in a convenient and inexpensive  vehicle such as
Nico Water.

         THE KNOW NOW(TM) SYSTEM.  The Company has been conducting  research and
development  efforts  in the Know  Now(TM)  system of  products  and has been in
negotiations  to acquire  rights to use  certain  products in this  system.  The
Company intends to market the Know Now system to businesses and professionals to
assist these  entities with their human  resource  compliance as outlined by the
Department of Transportation.  When developed,  the Company intends the Know Now
system to include the following products:

         1.   QuickTest for drugs is a rapid immunochromatographic assay for the
              simultaneous   qualitative   detection   of  Cocaine,   Marijuana,
              Morphine, P.C.P., Amphetamines and/ or their metabolites in urine.
              The Drug Cup assay  provides  only the first step. A more specific
              alternate  chemical  method  must be used in  order  to  obtain  a
              confirmed analytical result. Gas chromatography/mass  spectrometry
              (GC/MC) is the preferred confirmatory method.

         2.   On Site, 10 minute H.I.V. type I and type II Test Kit for the U.S.
              professional and international over the counter market.

COMPETITION

         While  the  Company  is not  aware  of any  direct  competing  nicotine
beverage sold in the U.S., the Company's  nicotine  beverage products compete in
the adult nutrasutical market which includes such products as Gatorade, Red Bull
and  Propel.  All of the  companies  that market  these  products  have  greater
resources than the Company. In addition, the Company competes with cigarettes as
an  alternative  source  of  nicotine.  Most of the  companies  that  distribute
cigarettes have much greater financial  resources than the Company. In addition,
these   companies  may  exert  indirect  or  political   pressure   against  the
introduction of nicotine water.

REGULATORY MATTERS

         The manufacture, sale, promotion and marketing of the Company's current
product,  Nico  Water(TM)  and future  products are subject to regulation by the
U.S.  Food and Drug  Administration  ("FDA") and similar  government  regulatory
bodies in other  countries.  The Company is in the process of  determining  what
regulatory requirements, if any, are required for it to market and sell the Nico
Water  product in the U.S. and  worldwide,  including  possible drug listing and
obtaining  FDA  approval  prior to

                                      -5-
<PAGE>
going to market;  such listing and the FDA approval process could take years and
be very costly if approval could even be obtained at all. Failure of the Company
to comply with such a requirement could lead to an FDA enforcement action, which
could include a warning letter, injunction and possible seizure of the Company's
assets. On December 18, 2001,  Tobacco Free Kids, The American Heart Association
and ten other  entities  filed a petition  with the FDA to  regulate or stop the
sale of Nico Water as a dietary  supplement  by a previous  owner of the patent.
The Petition asserted that nicotine water should be classified as a "drug" or in
the alternative a food containing an unapproved additive under the federal Food,
Drug and Cosmetic Act (the "Act").  The FDA determined  that nicotine  water, as
marketed,  was a "drug" under the Act and a "new drug" under  Section  201(p) of
the Act,  because no person had shown that the product was generally  recognized
among  qualified  experts as safe and effective for its  suggested  uses.  Under
Section  505(a)  and  301(d)  of the Act,  a new drug may not be  introduced  or
delivered for introduction  into interstate  commerce unless an FDA approved New
Drug  Application is in effect for that drug. The Company  believes that, as the
Company  intends to label and market Nico Water,  it is not a new drug under the
Act and the Company is currently  conducting tests to determine that the product
is safe and effective for its intended use;  however,  there can be no certainty
that  the FDA  will  not  deem  the  product  a new  drug or that it is safe and
effective for its intended use. See Risk Factors That May Affect Future  Results
and Market Price of Stock - Government Regulation.

INTELLECTUAL PROPERTY

         We protect our  intellectual  property  rights through a combination of
trademark,  copyright  and trade secret laws and through the domain name dispute
resolution system. In order to limit access to and disclosure of our proprietary
information,  all of our  employees  have signed  confidentiality  and invention
assignment  arrangements,  and we enter into nondisclosure agreements with third
parties. We cannot provide assurance that the steps we have taken to protect our
intellectual  property rights,  however,  will deter adequately  infringement or
misappropriation of those rights. Particularly given the international nature of
the Internet, the rate of growth of the Internet and the ease of registering new
domain names, we may not be able to detect  unauthorized use of our intellectual
property or take enforcement action.

         The  Company  has  registered  the "Nico"  service  mark in the U.S. In
addition,  the Company has  registered the domain name  "www.nicowater.com"  and
various   related  domain  names.   The  Company's   website  can  be  found  at
www.qt-5.com.

         In April 2002, the Company  acquired Patent No.  6,268,386,  dated July
31, 2001, for nicotine beverages (the "Nico Patent") from the inventor, Marshall
Anlauf  Thompson,  pursuant  to the  terms  of that  certain  Agreement  for the
Assignment  of Patent Rights dated April 7, 2002 (the "Patent  Agreement").  The
Nico  Patent,  abstract  states,  among other  things,  that it covers "a liquid
composition  including  a Nicotine  or  alkaloid  having the same  direction  of
activity,   content  between  0.0001%  and  0.1%."  In  consideration   for  the
acquisition of the Nico Patent,  the Company issued 133,000 shares of its Common
Stock.  In  addition,  Quicktest  agreed to pay the original  patent  holder and
related third  parties  royalties of $1.20 per case,  quarterly,  for every case
sold (consisting of 24 bottles per case) of the Company's products which utilize
the Nico Patent,  for the remaining life of the patent. The royalty payments are
due beginning on the first day of the calendar  quarter  commencing at such time
as the Company makes a First  Distribution,  as defined in the Patent Agreement,
of any product to  third-parties  for  consideration in which the Nico Patent is
utilized,  and every quarter  thereafter  during the term of the Nico  Agreement
(the life of the Nico Patent).  If any payment due under the Patent Agreement is
not received within sixty (60) days after the due date, the assignment  shall be
cancelled and terminated.

         As a condition to the continuance of the Patent Agreement,  the Company
also agreed to the following  performance  goals: (1) during the first year, the
Company must sell a minimum of 500,000  cases of the patented  product,  and (2)
during any year thereafter for the duration of this agreement,  the

                                      -6-
<PAGE>
Company must sell a minimum of 1,000,000 cases of the patented product each year
(the  "Performance  Goals").  In  addition,  the Company  agreed,  as a material
condition of assignment,  to provide  sufficient funds and adequate personnel to
market the product line of the Company in order to meet the  Performance  Goals.
Failure  of the  Company  to make  the  required  royalty  payments  or meet the
Performance  Goals could  result in the loss of the Nico  Patent and  materially
harm the Company's prospects. In June 2002, the Company and Thompson agreed to a
prepayment  of  royalties  in the amount of  $150,000  through  the  issuance of
399,000 shares of the Company's Common Stock.

         Third  parties may claim that we have  infringed  upon their patents or
misappropriated or infringed on other proprietary  rights.  These claims and any
resultant  litigation could subject us to significant  liability for damages. In
addition,  even if we  prevail,  the  litigation  could  be time  consuming  and
expensive to defend and could affect our business materially and adversely.  Any
claims or litigation  from third parties may also result in  limitations  on our
ability  to use  the  service  marks,  trademarks,  copyrights,  trade  secrets,
patents, and other intellectual  property subject to these claims or litigation,
unless we enter into license agreements with the third parties.  However,  these
agreements may be unavailable on commercially reasonable terms, or not available
at all. In addition,  these same costs and  constraints  apply to enforcing  the
Nico Patent,  which may not be possible or practical.  Further,  the Nico Patent
will not  protect  the  Company's  interests  in foreign  countries  that do not
recognize U.S. Patents.

EMPLOYEES

         As of December 31, 2002, the Company had five full time employees. None
of the employees are covered by collective bargaining agreements.

RISK FACTORS THAT MAY AFFECT FUTURE RESULTS AND MARKET PRICE OF STOCK

         Set forth below and  elsewhere in this Annual Report on Form 10-KSB and
in other  documents we file with the  Securities  and Exchange  Commission,  are
risks and  uncertainties  that could cause actual  results to differ  materially
from the results  contemplated by the  forward-looking  statements  contained in
this report.

DEVELOPMENT STAGE COMPANY; LIMITED OPERATING HISTORY; SIGNIFICANT AND CONTINUING
OPERATING LOSSES; ACCUMULATED DEFICIT. Since its inception, the Company has been
engaged  primarily in research and  development and has had no revenues to date.
Accordingly,  the Company has a limited operating history and its operations are
subject to all the risks inherent in a business  enterprise  with such a limited
operating history, including limited capital, possible delays in the development
and implementation of our business plan,  uncertain markets,  and the absence of
an  operating  history.  The  likelihood  that the Company  will succeed must be
considered in light of the problems, expenses, and delays frequently encountered
in connection  with the  development  of new  businesses,  as well as many other
factors.  The Company has not developed any customers to date and must rely upon
potential  customers  that the Company's  management may identify for generating
revenues.  There  is no  assurance  that  the  Company  will be able to  develop
successfully the business it intends to pursue,  as described  herein. We cannot
be  certain  that  our  business  will be  successful  or that we will  generate
significant revenues. Specifically,  companies such as ours typically experience
significant difficulties.

SIGNIFICANT  CAPITAL  REQUIREMENTS;  NEED FOR  ADDITIONAL  CAPITAL;  EXPLANATORY
PARAGRAPH IN ACCOUNTANT'S  REPORT. The Company's capital  requirements have been
and will continue to be significant. The Company has been dependent primarily on
private  placements  of equity  securities  and  indebtedness.  Over the next 12
months,  the Company  intends to focus on increasing  its marketing  efforts and
research and development  for new proposed  products.  The Company  anticipates,
based on its  current  proposed  growth  plans and  assumptions  relating to its
growth and operations, that the proceeds from the private

                                      -7-
<PAGE>
placements,  borrowings  and planned  revenues will not be sufficient to satisfy
the Company's contemplated cash requirements for the next 12 months and that the
Company will be required to raise additional funds immediately.  In addition, in
the  event  that the  Company's  plans  change  or its  assumptions  prove to be
inaccurate (due to unanticipated expenses,  delays, problems, or otherwise), the
Company would be required to seek  additional  funding sooner than  anticipated.
Any such additional  funding could be in the form of additional  equity capital,
debt or a combination thereof. Further, in the event that the Company receives a
larger than  anticipated  number of  purchase  orders for its  products,  it may
require resources  substantially greater than those that are currently available
to the  Company.  In such event the Company may be required to raise  additional
capital or to engage third  parties (as to which there can be no  assurance)  to
assist the Company in meeting  such orders.  The Company is  currently  pursuing
several potential  funding  opportunities;  however,  the Company has no current
commitments for additional  funding.  There can be no assurance that any of such
opportunities will result in actual funding or that additional financing will be
available to the Company when needed,  on commercially  reasonable  terms, or at
all. If the Company is unable to obtain additional  financing if needed, it will
likely be required to curtail its marketing and manufacturing plans and possibly
cease its operations.  Any additional  equity financing may involve  substantial
dilution to the Company's then-existing shareholders.  The Company's independent
accountants  have  included  an  explanatory  paragraph  in their  report on the
Company's  financial  statements  set forth in this Form  10-KSB,  stating  that
because of the  Company's  significant  losses and its working  capital  deficit
there is substantial doubt that the Company can continue as a going concern.

GOVERNMENT  REGULATION.  The manufacture,  sale,  promotion and marketing of the
Company's  current  product,  Nico Water(TM) and future  products are subject to
regulation  by the  U.S.  Food  and  Drug  administration  ("FDA")  and  similar
government  regulatory bodies in other countries.  The Company is in the process
of  determining  what  regulatory  requirements,  if any, are required for it to
market and sell the Nico  Water  product in the U.S.  and  worldwide,  including
possible drug listing and obtaining FDA approval prior to going to market;  such
listing and the FDA approval  process  could take years and be very  costly,  if
approval  could even be obtained  at all.  Failure of the Company to comply with
such a requirement could lead to an FDA enforcement action which could include a
Warning  Letter,  injunction and possible  seizure of the Company's  assets.  On
December 18, 2001,  Tobacco Free Kids,  The American Heart  Association  and ten
other entities filed a petition with the FDA to stop the sale of Nico Water by a
previous owner of the patent.  The Petition  asserted that nicotine water should
be classified as a "drug" or in the  alternative a food containing an unapproved
additive  under the federal  Food,  Drug and Cosmetic  Act (the "Act").  The FDA
determined that nicotine  water,  as marketed,  was a "drug" under the Act and a
"new drug" under Section 201(p) of the Act, because no person had shown that the
product was generally  recognized among qualified  experts as safe and effective
for its suggested  uses.  Under Section 505(a) and 301(d) of the Act, a new drug
may not be introduced or delivered for  introduction  into  interstate  commerce
unless an FDA  approved  New Drug  Application  is in effect for that drug.  The
Company believes that, as the Company intends to label and market Nico Water, it
is not a new drug under the Act and the Company is currently conducting tests to
determine that the product is safe and effective for its intended use;  however,
there can be no  certainty  that the FDA will not deem the  product  to be a new
drug or that it is safe and  effective  for its intended  use. In addition,  the
Over the Counter In Vitro Rapid Drug Testing Products are relatively new and may
be subject to  extensive  future  regulation,  F.D.A.,  and/or state and federal
government policy changes.  Any one of these events may have a negative material
impact on our business.

WE MAY NEVER BECOME PROFITABLE. The Company has incurred net operating losses in
each fiscal  quarter  since we have been in  business.  We expect to continue to
experience  losses until the time,  if ever,  when we are able to sell  products
sufficient to generate revenues adequate to support our operations.

                                      -8-
<PAGE>
INTELLECTUAL PROPERTY; LOSS OF PATENT. Our success is dependent, in part, on the
ability to protect the  intellectual  property  rights  associated with the Nico
Patent. In order to retain the rights to the Nico Patent,  the Company must make
certain  royalty  payments and meet certain  performance  standards as set forth
above.  See  "Intellectual  Property."  Should  the  Company  fail to make these
payments or meet the performance  standards it could lose the rights to the Nico
Patent and, therefore,  its business could be materially adversely affected. See
also "Need for Additional  Capital" above.  The inability to adequately  protect
such rights could have a material  adverse effect on operations.  The failure to
adequately protect its proprietary products could have a material adverse effect
on our business and results of operations.

NO  ASSURANCE  OF  SUCCESSFUL  PRODUCT  DEVELOPMENT.  The  Company's  ability to
successfully  develop  any  additional  products  is  uncertain.  The  Company's
research  and  development  programs  with  respect to certain of its  potential
products are at an early stage.  Potential new products will require  additional
research,  development,  testing,  regulatory approval and additional investment
prior to their commercialization,  which may not be successful.  There can be no
assurance  that  the  Company's  approach  will  result  in the  development  of
commercially successful products.

WE MAY HAVE PROBLEMS HIRING SUFFICIENT STAFF TO OPERATE OUR BUSINESS.  If we are
able to expand our  operations,  we may need to hire additional  staff.  Finding
quality and  competent  staff could be  difficult.  We will  compete  with other
companies for qualified staff. In order to hire and retain staff, we will likely
need to offer certain benefits,  such as, medical benefits, 401K plans and other
retirement  benefits.  We have  not made  specific  arrangements  to offer  such
benefits and have not yet  investigated the costs associated with providing such
benefits.  If we are not able to expand  our  operations,  our  ability  to earn
additional revenue will be harmed.

RISKS ASSOCIATED WITH DEPENDENCE ON THIRD PARTY  MANUFACTURING  AND GOVERNMENTAL
REGULATIONS.  The Company intends to be engaged in the wholesale distribution of
private  labeled  proprietary  (patented) In Vitro  products  (regulated) to the
general  public  via the  retail  over the  counter  market,  the  Internet,  to
government  agencies  and to the  business and  professional  community  through
national  distributors.  As with  any  government-regulated  products,  there is
substantial  risk that the  marketplace  may not be receptive  to the  Company's
products or services.  Governmental  regulations  may change creating an adverse
affect on one or more of our products, and the manufacturing  processes that are
governed by the government may become too restrictive to produce the product. We
expect to incur  substantial  expenses as we continue to build out our automated
national marketing infrastructure,  our future product development and marketing
activities and, if we are successful,  to penetrate the national markets for our
products.  There  can be no  assurance  that we will  be  able to  market  these
services and products  successfully or that any of the Company's future services
and  products  based upon the  consumer or business  compliance  with federal or
state laws will be accepted in the  marketplace.  The costs of building  out the
Company's  distribution  channels,  development  and  marketing  efforts will be
substantial   and  will  be  recorded  and   expensed  as  they  are   incurred,
notwithstanding that the benefits,  if any, from those marketing efforts (in the
form of revenues) may not be reflected, if at all, until subsequent periods.

COMPETITION.  The Company's first product expected to go into the retail markets
is the Company's  nicotine beverage  product,  Nico Water. As of the date hereof
the Company is unaware of any competitive nicotine beverage products marketed in
the United States or  internationally.  We also compete in the large and rapidly
growing and extremely  competitive market place against other companies involved
in an In Vitro On Site Drug Testing,  traditional  Clinical  Drug  Testing,  and
other services,  many of which have resources,  both financial and other, far in
excess of those the Company  may  possess or ever  obtain.  Many  entities  have
exerted and continue to exert extensive research and development efforts,  which
have resulted in the introduction of a multitude of sophisticated,  commercially
marketable  products and services.  In view of the rapid changes taking place in
our business,  there is no assurance that its products

                                      -9-
<PAGE>
or services will gain or retain commercial acceptance for a sufficient period to
yield a profit  commensurate  with its cost of  developing a national  automated
distribution system.

NO INDEPENDENT MARKET SURVEY FOR THE SERVICES. The Company has not undertaken an
independent  analysis  or survey of the market for its  products  and  services;
although  information  gathered and  forecasts  produced by various trade groups
indicate the existence of a sizable  potential market.  Individuals,  businesses
and government  organizations  are believed willing to expend large sums for the
purchase of our products and services;  however,  there can be no assurance that
the Company's products and services have the commercial  potential to succeed in
these target markets.

RISKS OF INVESTING IN THE DRUG TESTING  INDUSTRY,  MARKETS  UNCERTAIN.  The Drug
Testing  industry is speculative and involves a high degree of risk. The success
of the Company will depend on a number of factors over which we will have little
or no control.  Even if any of the Company's concepts are sound, there can be no
assurance that it will succeed financially. Success in the Company's business is
unpredictable and susceptible to change.  The success of the Company may also be
materially  affected by the popularity of other products and companies  offering
similar  goods and  services as well as the state of the national  economy.  The
Company  operates in a rapidly  evolving  field that is likely to be affected by
future product and service  developments.  Our ability to anticipate  changes in
products, markets, industry trends and to develop and introduce new and enhanced
services on a timely basis will be a critical  factor in its ability to grow and
remain  competitive.  There  can be no  assurance  that  new  services  will  be
completed or that any new services  can be marketed  successfully.  In addition,
the  anticipated   development  schedules  for  new  or  improved  products  are
inherently  difficult  to  predict  and are  subject  to  change  as a result of
shifting  priorities in response to customer's  requirements and competitors new
product  introductions.  Moreover,  we expect  that it will  devote  substantial
resources to the build out of the Company's  infrastructure.  The costs of those
efforts  will be  expensed  as  they  are  incurred,  notwithstanding  that  the
benefits, if any, from the Company's product development efforts (in the form of
increased revenues or decreased product costs) may not be reflected,  if at all,
until subsequent periods.

DEPENDENCE ON TRADEMARKS FOR CURRENT AND FUTURE MARKETS.  The market for certain
of the  Company's  products and services  will be, in part,  dependent  upon the
goodwill engendered by our trademarks and trade names. Trademark protection will
therefore be material to a portion of The  Company's  business.  The Company has
applied for federal  trademark and trade name  protection,  relying on trademark
law to protect  brand names.  The Company has applied for  federally  registered
trademarks or trade names,  and the failure to obtain trademark  protection,  or
illegal use of any trademarks the Company may obtain, may have an adverse effect
on the Company's business, financial condition and operating results.

WE MAY FACE PRODUCT LIABILITY.  Liability might result from claims made directly
by consumers or by others  selling our  products.  We  presently  carry  product
liability  insurance in amounts that we believe to be adequate,  but we can give
no assurance that such insurance will remain  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. We can give no assurance that we will be able to
obtain or maintain adequate  insurance on reasonable terms or that, if obtained,
such insurance will be sufficient to protect us against such potential liability
or at a reasonable cost. The obligation to pay any product  liability claim or a
recall  of a product  could  have a  material  adverse  affect on our  business,
financial condition and future prospects.

OUR STOCK IS QUOTED ON THE OTC  BULLETIN  BOARD AND COULD BE  SUBJECT TO EXTREME
VOLATILITY.  Our common stock is  currently  quoted under the symbol QTFV on the
OTC Bulletin Board,  which is characterized  by low trading volume,  high common
stock  coming on the market at any one time could  cause the stock to decline in
price. In addition,  we must comply with ongoing eligibility rules to ensure our
common stock is not removed from the OTC Bulletin Board,  which would materially
adversely  affect

                                      -10-
<PAGE>
the liquidity and volatility of our common stock. The Company intends to use its
best efforts to meet the eligibility requirement.

ITEM 2.    DESCRIPTION OF PROPERTY

         The Company  currently  leases a 7,200 square foot facility  located at
5655 Lindero Canyon Road Suite 120, Westlake Village,  CA 91362, in a commercial
business  park in Westlake  Village,  California at the rate of $7,669 per month
(subject  to a $.05 per square foot  increase  per year).  The lease  expires on
April  30,  2005,  and the  Company  has an  option  to renew  the  lease for an
additional 3 year term.  The Company  believes that this space is sufficient for
its needs for the foreseeable future.

ITEM 3.    LEGAL PROCEEDINGS

         On November 15, 2002,  Fidelity  Mortgage,  Inc.  ("Fidelity")  filed a
lawsuit  against  the  Company  in the  Supreme  Court of the  State of New York
alleging that the Company breached a sublease with Fidelity. Fidelity is seeking
$156,400 in damages plus interest,  costs and attorneys' fees. The Company is in
the process defending this litigation.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         On July 18, 2002, the Company sought  approval by written  consent from
its shareholders for the following actions:

-        The Merger with QuickTest, 5, Inc.;
-        Increase in the number of authorized shares from 25,000,000 to
         100,000,000;
-        A 5 for 1 forward stock split;
-        The Company's name be changed from MoneyZone.com, Inc. to QT 5, Inc.;
         and
-        That upon the closing of the Merger with  QuickTest 5, Inc.  that the
         Board of Directors be Timothy J. Owens,  Steven H. Reder and Michael
         Kessler.

         The  Company  received  the  consent  of 100% of the  then  outstanding
Preferred  Stock and 2,335,260  shares of Common Stock voted in favor of each of
the proposals  with 664,740  shares not voting and no shares voting  against the
proposals.


















                                      -11-
<PAGE>
                                     PART II

ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The Company's  Common Stock trades on the OTC Bulletin  Board under the
symbol "QTFV," though trading volume is low and sporadic.  At December 31, 2002,
there  were 367 common  stockholders  of record  (there was a greater  number of
beneficial  owners) The Closing Price on December 31, 2002, of a share of Common
Stock was $0.90.  Following is the range of the high and low bid information for
the Years 2002 and 2001. This  information is based on  over-the-counter  market
quotations,  which reflect inter-dealer prices, without retail markup,  markdown
or commission and may not represent actual transactions.

<TABLE>
<CAPTION>
                                                                       Common Stock
                                                   ------------------------------------------------------
                                                           High                             Low
                                                   ---------------------            ---------------------
         Fiscal 2001
<S>                                                 <C>                              <C>
               First Quarter                        $      11.1400                   $       3.7500
               Second Quarter                               2.4000                            .6000
               Third Quarter                                 .6000                            .4000
               Fourth Quarter                               1.0000                            .2020

         Fiscal 2002
               First Quarter                                1.3000                            .3300
               Second Quarter                               7.0625                           2.8750
               Third Quarter                                1.3000                            .3300
               Fourth Quarter                               1.2000                            .4000

         Fiscal 2003
               First Quarter                                1.6000                            .1800
                 (through April 10, 2003)
</TABLE>

DIVIDEND POLICY

            The Company has never paid any dividends on our common stock. In the
future, and based on Company profit  performance,  the Board of Directors of the
Company will evaluate and determine  whether to issue  dividends or retain funds
for research and  development  and  expansion of the Company's  business.  It is
unlikely  that we will pay any  dividends to  stockholders  for the  foreseeable
future.

STOCK OPTION PLAN

            As of December 31, 2002, there were 2,533,330 shares  authorized for
issuance  pursuant to the Company's 2000 Stock Option Plan, of which the Company
has issued 2,533,330 shares.

RECENT SALES OF UNREGISTERED SECURITIES

            On January 9, 2003,  the Company  consummated a reverse  merger with
MoneyZone.com,  Inc.,  wherein the Company issued  stockholders  of Quicktest 5,
Inc.  ("Quicktest")  25,000,000  shares of Common  Stock in exchange for all the
issued and outstanding shares of Quicktest. The merger was in connection with an
Information  Statement  filed on Schedule 14C as filed with the  Commission  and
which became definitive on December 11, 2002. The Company relied on Section 4(2)
of the Securities Act relating to the Merger.

                                      -12-
<PAGE>
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OPERATIONS

         On  December  31,  2002,  we were  completing  the  necessary  steps to
consummate the merger with  Quicktest 5, Inc. which became  effective on January
9, 2003.

RESULTS OF OPERATIONS

         During the twelve  months ended  December 31, 2002,  we had no revenues
and $3,010,116 of costs and expenses  associated  with the merger with Quicktest
5, Inc. Expenses of $100,767 were primarily related to the costs associated with
the maintenance of the entity and other expenses associated with the merger with
Quicktest  5, Inc.  $3,000,312  of the net loss during this twelve  month period
represents  consulting fees incurred pursuant to consulting  agreements  through
the issuance of our common stock.

         We also negotiated  settlements  with several of our creditors for less
than the  face  amount  of the  original  liabilities.  We have  reflected  this
negotiated  reduction in liabilities of $90,963 as a gain on debt forgiveness in
the accompanying statement of operations.

         Also during the twelve months ended  December  2002 and in  conjunction
with the sale of its  preferred  stock to an  independent  third  party,  Global
Capital  Partners Inc. agreed to forgive its  outstanding  advances to us in the
amount of $298,354.  This  transaction  has been  reflected in the  accompanying
financial statements as an increase to additional paid in capital.

         During the twelve  months ended  December 31, 2001,  we had no revenues
and  $242,917 of costs and  expenses  related to the  disposal  of the  business
within QT5.

LIQUIDITY AND CAPITAL RESOURCES

         We had $915 in cash at December 31, 2002,  and had $200,554 in accounts
payable and accrued liabilities from discontinued operations.

SUBSEQUENT EVENTS

      MERGER

         Upon  completion of the merger in January 2003,  our operations are now
those of Quicktest 5, Inc. Quicktest 5, Inc. is a development stage company.  It
has not  generated  any  revenues  from  operations  and has no assurance of any
future revenues.  All losses accumulated since inception have been considered as
part of its development stage activities. We will require substantial additional
financing for continuing research and development, obtaining regulatory approval
and for the  commercialization of our products.  There can be no assurances that
our operations  will be profitable or that we will be able to obtain  sufficient
additional  financings  when they are needed,  or that such  financings  will be
obtainable on terms satisfactory to us. Our products,  to the extent they may be
deemed medical devices or biologics,  are governed by the Federal Food, Drug and
Cosmetics Act and by the  regulations of various state and foreign  governmental
agencies.  There  can be no  assurance  that  we will  maintain  or  obtain  the
appropriate regulatory approvals required to market our products.

                                      -13-
<PAGE>
      GOING CONCERN

         We recognize that we must generate additional resources in order for us
to eventually reach a level of sustained profitable operations. We are dependent
on the  development  of  effective  marketing  strategies  for our  products  to
customers in a competitive market coupled with the timeliness of the delivery of
our  products.  We have  indicated  that there will be a number of new  products
entering  the market  within  the next  several  months  which  should  generate
revenues  for us. In  addition,  we  believe  that  these  products  will have a
significant  effect on future  profitability.  Our plans also include  obtaining
additional  working  capital  through  equity  or debt  financing.  However,  no
assurances can be made that this  additional  working  capital will be available
when needed or on terms acceptable to us.

         These factors,  among others,  raise  substantial  doubt  regarding our
ability to continue as a going concern. The accompanying financial statements do
not include any adjustments relating to the recoverability and classification of
asset carrying  amounts or the amount and  classification  of  liabilities  that
might result from the outcome of these uncertainties.

     CONVERSION OF NOTES PAYABLE

         On January 9, 2003,  three  consultants  forgave their loan receivables
and converted their loans totaling $309,666 including accrued interest of $9,666
into additional paid in capital upon the completion of our merger with Quicktest
5, Inc.

     CONSULTING AGREEMENTS

         During  February and March 2003, we issued  2,755,366  shares of common
stock as compensation for services  rendered to date and for arrangements  where
the common stock is to be earned ratably over a 6-month period. Certain of these
shares of common  stock are subject to various  restrictions  on their resale as
provided by the terms of the  consulting  agreements.  These  shares were issued
under the  various  agreements  and were  recorded  to expense at a value  which
represents the per share closing price as of the nearest trade date.

     2000 STOCK OPTION PLAN

         On February 10, 2003, we filed a Registration  Statement on Form S-8 to
register an additional  1,700,000  shares under our 2000 Stock Option Plan.  The
total number of shares of our common  stock  available  for issuance  under this
plan in connection  with  offerings  that commence on or after February 7, 2003,
will be 4,233,330 shares.

     AMENDMENT TO PROMISSORY NOTE

         On February 28,  2003,  we entered into an agreement to amend the terms
of a promissory note  originally  issued by Quicktest 5, Inc. Under the terms of
the Amendment, the due date has been amended to the earlier of April 30, 2003 or
a financing in which we receive net proceeds of at least  $1,000,000.  Under the
terms of the  amendment,  the  principal  amount was amended to $152,000 and the
conversion  price shall be adjusted to $.10 per share of our common stock in the
event we are unable to pay the note in full by the maturity date.

     RESCISSION OF PREFERRED STOCK

         Upon the  consummation of our merger with Quicktest 5, Inc., the owners
of all of the Series A Preferred  Stock  rescinded their rights and returned the
Preferred  Stock to us. There are currently no  outstanding  shares of Preferred
Stock.

                                      -14-
<PAGE>
NEW ACCOUNTING STANDARDS

         In August  2001,  the FASB  issued SFAS No.  144,  "Accounting  for the
Impairment or Disposal of Long-Lived  Assets".  SFAS No. 144 addresses financial
accounting  and  reporting  for the  impairment  of  long-lived  assets  and for
long-lived  assets  to be  disposed  of.  The  provisions  of SFAS  No.  144 are
effective  for  financial  statements  issued for fiscal years  beginning  after
December 15, 2001,  and interim  periods  within these fiscal years,  with early
adoption encouraged. The adoption of SFAS No. 144 did not have a material effect
on the Company's financial statements.

          In April 2002,  the FASB issued SFAS No. 145,  "Rescission of FASB No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections",
to update, clarify and simplify existing accounting pronouncements.  SFAS No. 4,
which  required all gains and losses from debt  extinguishment  to be aggregated
and,  if  material,  classified  as an  extraordinary  item,  net of related tax
effect, was rescinded.  Consequently, SFAS No. 64, which amended SFAS No. 4, was
rescinded  because  it was no longer  necessary.  The  adoption  of SFAS No. 145
resulted in the Company  recording  current gains on debt  forgiveness  as other
income.

         In June 2002,  the FASB  issued  SFAS No.  146,  "Accounting  for Costs
Associated with Exit or Disposal Activities".  SFAS 146 addresses accounting and
reporting for costs  associated  with exit or disposal  activities and nullifies
Emerging  Issues Task Force Issue No. 94-3,  "Liability  Recognition for Certain
Employee  Termination  Benefits  and Other Costs to Exit an Activity  (Including
Certain  Costs  Incurred  in a  Restructuring)".  SFAS No. 146  requires  that a
liability for a cost associated with an exit or disposal  activity be recognized
and measured  initially at fair value when the  liability is incurred.  SFAS No.
146 is  effective  for exit or  disposal  activities  that are  initiated  after
December 31, 2002, with early application  encouraged.  The adoption of SFAS No.
146 did not have a material effect on the Company's financial statements.


         In November  2002,  the  Financial  Accounting  Standards  Board issued
Interpretation No. 45, "Guarantor's  Accounting and Disclosure  Requirements for
Guarantees,  Including Guarantees of Indebtedness of Others," ("FIN 45"). FIN 45
requires the Company to recognize,  at the inception of a guarantee, a liability
for  the  fair  value  of  the  obligation  undertaken  in the  issuance  of the
guarantee.  FIN 45 is effective for guarantees issued or modified after December
31, 2002. The disclosure requirements effective for the year ending December 31,
2002 expand the disclosures  required by a guarantor about its obligations under
a guarantee.  The adoption of the disclosure  requirements of this statement did
not impact the  Company's  financial  position,  results of  operations  or cash
flows.

         In December 2002,  Statement of Financial Accounting Standards No. 148,
"Accounting for Stock-Based  Compensation  -Transition and  Disclosure,"  ("SFAS
148") was issued.  SFAS 148 amends Statement of Financial  Accounting  Standards
No. 123,  "Accounting  for  Stock-Based  Compensation,"  ("SFAS 123") to provide
alternative  methods  of  transition  for a  voluntary  change to the fair value
method of accounting for stock-based employee  compensation.  In addition,  SFAS
148  amends  the  disclosure  requirements  of  SFAS  123 to  require  prominent
disclosures in both annual and interim financial  statements about the method of
accounting for stock-based  employee  compensation  and the effect of the method
used on the reported  results.  The  provisions  of SFAS 148 are  effective  for
financial statements for fiscal years ending after December 15, 2002 and interim
periods  beginning  after  December  15, 2002.  The  adoption of the  disclosure
requirements of this statement did not impact the Company's  financial position,
results of operations or cash flows.

                                      -15-
<PAGE>
SELECTED FINANCIAL DATA

         The  historical  selected  financial  data  set  forth  below  for  the
respective periods are derived from our financial  statements included elsewhere
in this Form  10-KSB and  should be read in  conjunction  with  those  financial
statements and notes thereto.  Those  financial  statements have been audited by
Spicer,  Jeffries  & Co.,  independent  certified  public  accountants.  Spicer,
Jeffries & Co.'s  report with  respect  thereto  appears  elsewhere in this Form
10-KSB.

<TABLE>
<CAPTION>
                                                                                      APRIL 4, 1989
                                                                                     (INCEPTION) TO
                                          DECEMBER 31,          DECEMBER 31,           DECEMBER 31,
                                              2002                  2001                   2002
                                        ----------------       -----------------       ----------------
BALANCE SHEET DATA
<S>                                      <C>                    <C>                     <C>
   Assets                                $      300,915         $        14,098
   Liabilities                                  548,783                 550,516
   Stockholders' deficit                       (247,868)               (536,418)
STATEMENT OF OPERATIONS DATA
REVENUES
  Operating revenues, net                $           --         $            --         $       70,453
EXPENSES
  Operating expenses                                 --                      --              8,294,806
  Loss from disposal of business                     --                (242,917)              (774,688)
  Net loss                                   (3,010,116)               (242,917)            (8,962,689)
  Net loss per share                              (1.82)                  (0.53)
</TABLE>




























                                      -16-
<PAGE>
ITEM 7.    FINANCIAL STATEMENTS



                          INDEX TO FINANCIAL STATEMENTS


Independent Auditors' Reports..............................................   18
Balance Sheets.............................................................   19
Statements of Operations...................................................   20
Statements of Changes in Shareholders' Equity (Deficit)....................   21
Statements of Cash Flows...................................................   25
Notes to Financial Statements..............................................   27













































                                      -17-
<PAGE>
                          INDEPENDENT AUDITORS' REPORT


To The Shareholders of QT 5, Inc.
(formerly MoneyZone.com)
(a development stage company)

West Lake Village, California


We have audited the accompanying balance sheets of QT 5 (formerly MoneyZone.com)
(a development  stage company) as of December 31, 2002 and 2001, and the related
statements of operations,  shareholders'  deficit,  and cash flows for the years
then ended, and the 2002, 2001, 2000 and 1999 amounts included in the cumulative
amounts from April 4, 1989  (inception)  to December 31, 2002.  These  financial
statements  are  the  responsibility  of  the  management  of  QT  5,  Inc.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatements. An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  financial  position  of  QT  5,  Inc.  (formerly
MoneyZone.com)  (a development  stage company) as of December 31, 2002 and 2001,
and the  results of its  operations  and its cash flows for the years then ended
and the 2002,  2001,  2000 and 1999 amounts  included in the cumulative  amounts
from  April 4, 1989  (inception)  to  December  31,  2002,  in  conformity  with
accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial   statements,   the  Company  has  suffered  significant  losses  from
operations and has a working  capital  deficiency that raise  substantial  doubt
about its ability to continue as a going concern.  Management's  plans in regard
to these matters are also described in Note 1. These financial statements do not
include any adjustments that might result from the outcome of this uncertainty.



                           /s/ SPICER, JEFFRIES & CO.





Denver, Colorado
March 28, 2003



                                      -18-
<PAGE>
                                   QT 5, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                                    (NOTE 1)
<TABLE>
<CAPTION>
                                                                 DECEMBER 31,          DECEMBER 31,
                                                                     2002                  2001
                                                               --------------        --------------
ASSETS
  Current Assets
<S>                                                            <C>                     <C>
      Cash .................................................   $       915             $        98
      Related party receivable (Note 5) ....................       300,000                    --
      Prepaid expenses and other ...........................          --                      --
         Total Current Assets ..............................       300,915                      98
                                                               --------------        --------------
  Property & equipment, net of accumulated
     depreciation of $ 0 and $ 0 ...........................          --                    14,000
                                                               --------------        --------------

            Total Assets ...................................   $   300,915             $    14,098
                                                               --------------        --------------

LIABILITIES AND SHAREHOLDERS'
    EQUITY (DEFICIT)
  Current liabilities
      Accounts payable .....................................   $    44,154             $    38,114
      Accrued liabilities from discontinued operations .....       156,400                 227,847
         (Notes 1 and 7)
      Advances from related parties (Note 5) ...............        38,563                 284,555
      Notes payable (Note 6) ...............................       300,000                    --
      Accrued interest                                               9,666                    --
                                                               --------------        --------------
          Total liabilities ................................       548,783                 550,516
                                                               --------------        --------------

    Commitments and contingencies (Notes 1 and 4)

    Shareholders' deficit (Note 3)

        Preferred stock; $.001 par value; authorized
        10,000,000 shares; 0 and 100,000 shares issued and
        outstanding at December 31, 2002 and 2001 ..........          --                       100
       Common stock; $.001 par value; authorized
        100,000,000 shares; 3,000,000 and 500,000 shares
        issued and outstanding at December 31, 2002 and 2001         3,000                     500
      Additional paid in capital ...........................     8,711,821               5,415,555
      Deficit accumulated during development stage .........    (8,962,689)             (5,952,573)
                                                               --------------        --------------
          Total shareholders' deficit ......................      (247,868)               (536,418)
                                                               --------------        --------------


            Total Liabilities and Shareholders' Deficit ....   $   300,915             $    14,098
                                                               --------------        --------------
</TABLE>
                See accompanying notes to financial statements.

                                      -19-
<PAGE>
                                   QT 5, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                                    (NOTE 1)

<TABLE>
<CAPTION>
                                                                 FOR THE YEARS ENDED                   APRIL 4, 1989
                                                                     DECEMBER 31,                     (INCEPTION) TO
                                                     ------------------------------------------        DECEMBER 31,
                                                                2002                   2001                2002
                                                     --------------------   -------------------   -------------------
<S>                                                  <C>                    <C>                   <C>
Service Income                                       $             -        $             -       $         70,453
Interest Income                                                    -                      -                 36,352
                                                     ----------------       ----------------      -----------------
     Total Income                                                  -                      -                106,805
                                                     ----------------       ----------------      -----------------

Costs and expenses
   Costs related to attempted
     business acquisitions                                         -                      -                192,020
   Web site and related costs                                      -                      -                795,640
   Sales and marketing costs                                       -                      -                616,203
   General and administrative                                 82,851                      -              1,500,775
   Interest and financing costs                                9,666                      -              1,101,023
   Consulting fees                                         3,008,562                      -              3,510,753
   Loss on sale of marketable securities                           -                      -                602,891
   Gain on debt forgiveness                                  (90,963)                     -                (90,963)
   Offering costs                                                  -                      -                 66,464
                                                     ----------------       ----------------      -----------------

     Total costs and expenses                              3,010,116                      -              8,294,806
                                                     ----------------       ----------------      -----------------
     Loss prior to disposal of business                   (3,010,116)                     -             (8,188,001)


   Loss from disposal of business including a
    change in the estimate for costs associated
    with the disposal of the business                              -               (242,917)              (774,688)
                                                     ----------------       ----------------      -----------------

  Net loss                                           $    (3,010,116)       $      (242,917)      $     (8,962,689)
                                                     ================       ================      =================

  Weighted average common shares
   Outstanding                                             1,657,535                459,320
                                                     ----------------       ----------------
  Basic and diluted net loss
     per common share                                $         (1.82)       $         (0.53)
                                                     ----------------       ----------------
</TABLE>





                See accompanying notes to financial statements.
                                      -20-
<PAGE>
                                   QT 5, INC.
                 STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
                          (A DEVELOPMENT STAGE COMPANY)
                 APRIL 4, 1989 (INCEPTION) TO DECEMBER 31, 2002


<TABLE>
<CAPTION>
                                             PREFERRED STOCK           COMMON STOCK       ADDITIONAL     ACCUMULATED
                                         --------------------  ------------------------    PAID-IN         DEFICIT
                                         SHARES    PAR VALUE      SHARES     PAR VALUE     CAPITAL     FROM INCEPTION      TOTAL
                                         -------- ------------ ------------ ------------- ------------ --------------- -------------
<S>                                      <C>      <C>          <C>          <C>           <C>          <C>             <C>
   Balances at April 4, 1989                    - $         -            -  $          -  $         -  $            -  $         -
  (Inception)
       Common stock issued for cash,
        March 29, 1989 at $.51 per share        -           -        4,405             4        2,246               -        2,250
       Common stock issued for cash,
        March 29, 1989 at $1.05 per share       -           -        9,915            10       10,740               -       10,750
       Common stock issued for cash,
        April 3, 1989 at $1.05 per share        -           -        2,305             2        2,498               -        2,500
       Common stock issued for cash,
        April 7, 1989 at $.51 per share         -           -          980             1          499               -          500
       Common stock issued for cash,
        April 7, 1989 at $1.05 per share        -           -        1,385             1        1,499               -        1,500
       Common stock issued for cash,
        May 23, 1989 at $0.18 per share         -           -        1,905             2          348               -          350
       Common stock issued for cash,
        May 23, 1989 at $.34 per share          -           -        3,375             3        1,147               -        1,150
       Common stock issued for cash,
        May 31, 1989 at $0.18 per share         -           -          215             1           39               -           40
       Net loss                                 -           -            -             -            -           (825)         (825)
                                         --------- ----------- ------------ ------------- ------------ --------------- -------------
   Balance at December 31, 1989                 -  $        -       24,485  $         24  $    19,016  $        (825)  $    18,215
       Net loss                                 -           -            -             -            -        (18,014)      (18,014)
                                         --------- ----------- ------------ ------------- ------------ --------------- -------------
   Balance at December 31, 1990                 -  $        -       24,485  $         24  $    19,016  $     (18,839)  $       201
       Net loss                                 -           -            -             -            -            (59)          (59)
                                         --------- ----------- ------------ ------------- ------------ --------------- -------------
   Balance at December 31, 1991                 -  $        -       24,485  $         24  $    19,016  $     (18,898)  $       142
       Net loss                                 -           -            -             -            -           (142)         (142)
                                         --------- ----------- ------------ ------------- ------------ --------------- -------------
   Balance at December 31, 1992                 -  $        -       24,485  $         24  $    19,016  $     (19,040)  $         -
       Net loss                                 -           -            -             -            -               -            -
                                         --------- ----------- ------------ ------------- ------------ --------------- -------------
   Balance at December 31, 1993                 -  $        -       24,485  $         24  $    19,016  $     (19,040)  $         -
       Common stock issued for out of
        pocket expenses incurred, valued
        at $0.18 per share                      -           -        8,050             8        1,472               -        1,480
       Net loss                                 -           -            -             -            -         (1,787)       (1,787)
                                         --------- ----------- ------------ ------------- ------------ --------------- -------------
   Balance at December 31, 1994                 -  $        -       32,535  $         32  $    20,488  $     (20,827)  $      (307)




                See accompanying notes to financial statements.
                                      -21-
<PAGE>
                                         --------- ----------- ------------ ------------- ------------ --------------- -------------
       Net loss                                 -           -            -             -            -        (12,773)      (12,773)
                                         --------- ----------- ------------ ------------- ------------ --------------- -------------
   Balance at December 31, 1995                 -  $        -       32,535  $         32  $    20,488  $     (33,600)  $   (13,080)
       Common stock issued for out of
         pocket expenses incurred, valued
         at $1.84 per share                     -           -        1,340             1        2,464               -        2,465
       Common stock issued pursuant to
         an asset purchase agreement,
         valued at $.52 per share               -           -       13,005            13            -               -          390
       Rescission of common stock
         issued pursuant to an asset
         purchase agreement, valued
         at $.52 per share                      -           -     (13,005)          (13)            -               -         (390)
       Common stock issued for out of
         pocket expenses and legal fees
         Incurred, valued at $7.35 per share    -           -       20,020            20      147,147               -      147,167
       Net loss                                 -           -            -             -            -       (233,902)     (233,902)
                                         --------- ----------- ------------ ------------- ------------ --------------- -------------
   Balance at December 31, 1996                 -  $        -  $    53,895  $         53  $   170,099  $    (267,502)  $   (97,350)
</TABLE>




































                See accompanying notes to financial statements.
                                      -22-
<PAGE>
                                   QT 5, INC.
           STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (CONTINUED)
                          (A DEVELOPMENT STAGE COMPANY)
                 APRIL 4, 1989 (INCEPTION) TO DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                              PREFERRED STOCK            COMMON STOCK     ADDITIONAL      ACCUMULATED
                                         ----------------------- -----------------------   PAID-IN          DEFICIT
                                             SHARES   PAR VALUE     SHARES    PAR VALUE    CAPITAL      FROM INCEPTION      TOTAL
                                         ----------- ----------- ----------- ----------- ------------- ---------------- ------------
<S>                                         <C>      <C>            <C>        <C>       <C>             <C>            <C>
    Common stock issued for cash,
     May 8, 1997 at $4.59 per share               -           -         545           1         2,499                -        2,500
    Related party forgiveness of debt             -           -           -           -        53,343                -       53,343
    Net loss                                      -           -           -           -             -        (134,352)     (134,352)
                                         ----------- ----------- ----------- ----------- ------------- ---------------- ------------
Balance at December 31, 1997                      -  $               54,440    $     54   $   225,941     $  (401,854)  $  (175,859)
                                                              -
    Net loss                                      -           -           -           -             -         (18,410)      (18,410)
                                         ----------- ----------- ----------- ----------- ------------- ---------------- ------------
Balance at December 31, 1998                      -  $        -      54,440    $     54   $   225,941     $  (420,264)  $  (194,269)
    EBonlineinc.com, Inc acquisition              -           -     128,890         129           871                -        1,000
    Related party forgiveness of debt             -           -           -           -       205,898                -      205,898
    Issuance of common stock at $90
     per share, less offering costs of
     $654,893                                     -           -      24,445          24     1,545,088                -    1,545,112
    Issuance of common stock in
     connection with acquisition of
     property at $150 per share                   -           -         415           1        62,499                -       62,500
    Issuance of warrant for future
     consulting                                   -           -           -           -       353,334                -      353,334
    Net loss                                      -           -           -           -             -        (304,693)     (304,693)
                                         ----------- ----------- ----------- ----------- ------------- ---------------- ------------
Balance at December 31, 1999                      -  $        -     208,190    $    208  $  2,393,631     $  (724,957)  $(1,668,882)
    Issuance of common stock in
     connection with debenture offering
     at $135 per share (Note 3)                   -           -       1,000           1       134,999                -      135,000
    Issuance of warrants at $46.50 per
     Warrant (Note 3)                             -           -           -           -       387,500                -      387,500
    Common stock issued for services
     provided at $166.75 per share                -           -          75           -        12,506                -       12,506
    Common stock issued for services
     provided at $157.50 per share                -           -         100           -        15,750                -       15,750
    Net loss                                      -           -           -           -             -      (4,984,699)   (4,984,699)
                                         ----------- ----------- ----------- ----------- ------------- ---------------- ------------
Balances at December 31, 2000                     -  $        -     209,365    $    209  $  2,944,386    $ (5,709,656)  $(2,765,061)
    Common stock issued on forfeiture
     of stock options                             -           -       9,000           9           (9)                -            -
    Preferred stock and common stock
     issued in connection with the
     conversion of the 6% convertible
     debentures at $3.59 per share for
     the preferred stock and $7.50 per
     share for the common stock             100,000         100     281,635         282     2,471,178                -    2,471,560
    Net loss                                      -           -           -           -             -        (242,917)     (242,917)
                                         ----------- ----------- ----------- ----------- ------------- ---------------- ------------

Balances at December 31, 2001               100,000  $      100     500,000    $    500  $  5,415,555    $ (5,952,573)  $  (536,418)

                See accompanying notes to financial statements.
                                      -23-
<PAGE>
    Adjustment for fractional shares
     on reverse split effected in 2001            -           -       (260)           -             -                -            -
    Forgiveness of debt by related party          -           -           -           -       298,354                -      298,354
    Common stock issued as
     compensation for services in
     July 2002 at $1.20 per share                 -           -     165,000         165       197,835                -      198,000
    Common stock issued as
     compensation for services in
     July 2002 at $1.20 per share                 -           -   2,335,260       2,335     2,799,977                -    2,802,312
    Cancellation of preferred stock by
     preferred share holders              (100,000)       (100)           -           -           100                -            -
    Net loss                                      -           -           -           -             -      (3,010,116)   (3,010,116)
                                         ----------- ----------- ----------- ----------- ------------- ---------------- ------------

Balances at December 31, 2002                     -      $    -   3,000,000    $  3,000  $  8,711,821    $ (8,962,689)  $  (247,868)
                                         =========== =========== =========== =========== ============= ================ ============
</TABLE>








































                See accompanying notes to financial statements.
                                      -24-
<PAGE>
                                   QT 5, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                                    (NOTE 1)

<TABLE>
<CAPTION>
                                                                      FOR THE YEARS ENDED            APRIL 4, 1989
                                                                          DECEMBER 31,              (INCEPTION) TO
                                                            -------------------------------------    DECEMBER 31,
                                                                    2002                2001              2002
                                                            ------------------ ------------------ ------------------
<S>                                                         <C>                <C>                <C>
  Cash flows from operating activities
     Net loss                                               $     (3,010,116)  $       (242,917)  $     (8,962,689)
     Adjustments to reconcile net loss to net cash used
       in operating activities:
             Loss from disposal of business                               -                  -             531,771
         Accretion of interest and financing costs                        -             21,560           1,044,060
         Write-down to market of trading securities                       -                  -              27,398
         Depreciation and amortization                                    -                  -              69,444
         Loss on sale of marketable securities                            -                  -             602,891
         Loss on abandonment                                         14,000                  -              14,000
         Gain on debt forgiveness                                   (90,963)                 -             (90,963)
         Capital contributed by shareholder for
               legal fees                                                 -                  -              53,343
         Common stock issued for costs advanced and
            services                                              3,000,312                  -           3,179,680

     Changes in operating assets and liabilities
         Prepaid expenses and other                                       -             35,000             353,334
         Accounts payable                                            39,355           (158,661)             77,469
         Accrued liabilities                                              -            (10,501)            (23,551)
         Accrued interest                                             9,666                  -              78,407
                                                            ------------------ ------------------ ------------------
              Net cash used in operating activities                  (37,746)         (355,519)          (3,045,406)
                                                            ------------------ ------------------ ------------------
  Cash flows from investing activities
     Purchase of property and equipment                                   -                  -             (336,317)
     Proceeds from sale of property and equipment                         -                  -               35,000
      Purchase of marketable securities                                   -                  -           (1,297,433)
         Proceeds from sale of marketable securities                      -                  -              667,144
         Advance to merger candidate                               (300,000)                 -             (300,000)
      Net cash acquired on acquisition of
       EBonlineinc.com, Inc.                                             -                   -                1,000
                                                            ------------------ ------------------ ------------------
              Net cash used in investing activities                (300,000)                 -           (1,230,606)
                                                            ------------------ ------------------ ------------------
  Cash flows from financing activities
     Proceeds from issuance of convertible debenture                      -                  -            1,977,500
     Proceeds from issuance of warrants and  common
       stock, net                                                         -                  -            2,089,152
    Proceeds from notes payable                                     300,000                  -              459,372
    Advances (to) from stockholders                                  38,563            284,555             (249,097)
                                                            ------------------ ------------------ ------------------
              Net cash provided by financing activities             338,563            284,555            4,276,927
                                                            ------------------ ------------------ ------------------
  Net increase (decrease) in cash                                       817            (70,964)                 915

  Cash and cash equivalents, beginning of period                         98             71,062                    -
                                                            ------------------ ------------------ ------------------
  Cash and cash equivalents, end of period                  $           915    $            98    $             915
                                                            ================== ================== ==================
</TABLE>

                See accompanying notes to financial statements.
                                      -25-
<PAGE>
                                   QT 5, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      STATEMENTS OF CASH FLOWS (CONTINUED)
                                    (NOTE 1)
<TABLE>
<CAPTION>
                                                                      FOR THE YEARS ENDED            APRIL 4, 1989
                                                                          DECEMBER 31,              (INCEPTION) TO
                                                            -------------------------------------    DECEMBER 31,
                                                                    2002                2001              2002
                                                            ------------------ ------------------ ------------------
<S>                                                         <C>                <C>                <C>
  Supplemental disclosure of cash flow
      information
     Common stock issued under terms of convertible  debentures,  281,635 shares
        issued and 100,000 shares of preferred stock issued in conjunction  with
        the conversion of
        the convertible debentures                          $              -   $       2,471,560  $       2,471,560

     Common stock issued for property                       $              -   $               -  $          62,500
                                                            ------------------ ------------------ ------------------
     Common stock issued for services                       $              -   $               -  $         381,590
                                                            ================== ================== ==================
     Forgiveness of debt recorded as an
        equity contribution                                 $        298,354   $               -  $         504,252
                                                            ------------------ ------------------ ------------------
     Common stock issued under terms of
        consulting agreements and
        compensation for services                           $      3,000,312   $               -  $       3,000,312
                                                            ================== ================== ==================
</TABLE>


























                See accompanying notes to financial statements.
                                      -26-
<PAGE>
                                   QT 5, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1.    ORGANIZATION AND BUSINESS

         The financial  statements  presented are those of QT 5, Inc.  (formerly
MoneyZone.com),  a Delaware  corporation  and a  development  stage company (the
"Company").  The Company was incorporated on April 4, 1989 under the laws of the
State of Nevada under the name Chelsea Atwater, Inc., later changing its name to
CERX Entertainment Corporation and subsequently to CERX Venture Corporation and,
on July 8, 1999,  in  connection  with the merger of  EBonlineinc.com,  Inc.,  a
Delaware corporation, with the Company, to EBonlineinc.com. Upon consummation of
the merger,  EBonlineinc.com,  Inc. ceased to exist and the Company was the sole
surviving  entity.  On December  16, 1999,  the Board of Directors  approved the
Company  changing its name to  MoneyZone.com.  On January 9, 2003, in connection
with the completion of the merger with  Quicktest 5, Inc.,  the Company  changed
its name to QT 5, Inc.

         Until  its  decision  to  discontinue  it  operations,   the  Company's
activities had been directed toward raising  capital,  developing,  implementing
and marketing an Internet site designed to facilitate mergers, acquisitions, and
the funding of corporate finance activities.

         The Company has suffered  significant  losses from operations and has a
working capital  deficiency that raises  substantial  doubt about its ability to
continue as a going concern.  In December 2000, the Board of Directors  approved
the  discontinuance  of its operations and its online internet related corporate
finance  activities.  Since that time,  the Company  began  exploring  strategic
alternatives, including a sale, merger or liquidation.

         Upon completion of the merger in January 2003, the Company's operations
are now those of Quicktest  5, Inc.  Quicktest  5, Inc. is a  development  stage
company  that has only  recently  started to market its  various  products.  The
Company has not generated any revenues from  operations  and has no assurance of
any future revenues. All losses accumulated since inception have been considered
as part of the Company's development stage activities.  The Company will require
substantial  additional  financing  for  continuing  research  and  development,
obtaining  regulatory  approval and for the  commercialization  of its products.
There can be no assurances  that the Company's  operations will be profitable or
that it will be able to obtain  sufficient  additional  financings when they are
needed, or that such financings will be obtainable on terms  satisfactory to the
Company.  The  Company's  products,  to the  extent  they may be deemed  medical
devices or biologics,  are governed by the Federal Food,  Drug and Cosmetics Act
and by the regulations of various state and foreign governmental agencies. There
can be no  assurance  that the Company will  maintain or obtain the  appropriate
regulatory approvals required to market its products.

      Going Concern

         Management   recognizes  that  the  Company  must  generate  additional
resources  in the  Company  in order to  eventually  reach a level of  sustained
profitable operations.  The Company is dependent on the development of effective
marketing  strategies  for its  products to customers  in a  competitive  market
coupled with the  timeliness  of the delivery of its  products.  Management  has
indicated that there will be a number of new products entering the market within
the next  several  months  which should  generate  revenues for the Company.  In
addition, management believes that these products will have a significant effect
on future  profitability.  Management's plans also include obtaining  additional
working capital through an equity financing.  However, no assurances can be made
that this  additional  working capital will be available when needed or on terms
acceptable to the Company.

         These factors,  among others,  raise  substantial  doubt  regarding the
Company's  ability to continue as a going concern.  The  accompanying  financial
statements do not include any  adjustments  relating to the  recoverability  and
classification  of asset carrying  amounts or the amount and  classification  of
liabilities that might result from the outcome of these uncertainties.

                                      -27-
<PAGE>
                                   QT 5, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Use of Estimates in the Preparation of Financial Statements

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported  amounts of revenues and expenses during the period.
Actual results could differ from those estimates.  Management  believes that the
estimates  utilized in the  preparation of financial  statements are prudent and
reasonable.

      Deferred Income Taxes

         Deferred  income  taxes  reflect  temporary  differences  in  reporting
results of operations for income tax and financial accounting purposes. Deferred
tax  assets  are  reduced  by a  valuation  allowance  when,  in the  opinion of
management,  it is more likely than not that some portion or all of the deferred
tax assets will not be realized.

      Stock-based Compensation

         In  October,  1995,  the FASB  issued  SFAS No.  123,  "Accounting  for
Stock-Based  Compensation"  SFAS No.  123  encourages,  but  does  not  require,
companies to record compensation expense for stock-based  employee  compensation
plans at fair value.  The  Company  has  elected to account for its  stock-based
compensation  plans using the  intrinsic  value method  prescribed by Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB
No. 25). Under the provisions of APB No. 25, compensation cost for stock options
is measured as the excess,  if any, of the quoted  market price of the Company's
common  stock at the  date of grant  over the  amount  an  employee  must pay to
acquire the stock.

      Loss Per Common Share

         Loss per  common  share is  computed  by  dividing  the net loss by the
weighted  average  shares  outstanding  during the period,  giving effect to the
stock  splits  noted below.  Common  stock  equivalents  are not included in the
weighted average calculation since their effect would be anti-dilutive.

      Fair Value of Financial Instruments

         SFAS 107,  "Disclosures  about  Fair Value of  Financial  Instruments,"
requires  the  Company  to report the fair value of  financial  instruments,  as
defined.  Substantially  all of the Company's assets and liabilities are carried
at fair value or contracted  amounts which approximate fair value.  Estimates of
fair  value  are made at a  specific  point in time,  based on  relative  market
information and information about the financial  instrument,  specifically,  the
value of the underlying financial instrument.

      Property and Equipment

         The Company has  reflected  its  investment  in various trade names and
domain  names at its cost  basis.  Due to the nature of these  assets,  they are
neither depreciated nor amortized.

      Cash and Cash Equivalents

         For purposes of the  financial  statements,  the Company  considers all
demand  deposits  held in banks  and  certain  highly  liquid  investments  with
maturities  of 90 days or less other  than  those held for sale in the  ordinary
course of business to be cash equivalents.

                                      -28-
<PAGE>
                                   QT 5, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Stock Splits

         On March 30, 2001,  the Company  effected a 150 for 1 reverse  split of
the Company's  common stock and  decreased the number of authorized  shares from
50,000,000 to 25,000,000.

         On January 9, 2003, the Company effected a 1 for 5 forward split of the
Company's  common  stock and  increased  the number of  authorized  shares  from
25,000,000 to 100,000,000.

         All  references  to shares  and share  amounts  have been  adjusted  to
reflect the stock splits on a retroactive basis.

      Reclassifications

         Certain  amounts in prior periods have been  reclassified to conform to
the current presentation.


NOTE 3.    SHAREHOLDERS' DEFICIT AND RELATED PARTY TRANSACTIONS

      Common Stock

         In 1989,  the  Company  sold 24,485  shares of common  stock to fifteen
persons for the  aggregate  sum of $19,040.  Of these shares 8,760 common shares
were sold to officers and directors of the Company for $3,900.

         On September 21, 1994,  the Company issued 8,050 shares of common stock
to John D. Brasher Jr., the Company's  principal  shareholder  and president for
out of pocket  expenses paid on behalf of the Company.  These shares were valued
at $.18 per share or $1,480.

         On December 31, 1996,  the Company issued 20,020 shares of common stock
to John D. Brasher  Jr.,  for Company  expenses,  advances,  and legal  services
provided  by Brasher & Company.  These  shares were valued at $7.35 per share or
$147,167.

         On May 8,  1997,  the  Company  sold 545  shares of  common  stock to a
corporation for cash of $2,500.

         On October 1, 1999 the Company sold 24,445 common shares  pursuant to a
private  placement  offering  at $90  per  share.  Costs  of the  offering  were
$654,893,  leaving net proceeds to the Company of $1,545,112. In connection with
this offering,  warrants to purchase 2,445 shares of the Company's  common stock
at $90 per share were issued to the private placement agent. These warrants will
expire five years from the date of issuance.

         On  December  15, 1999 the Company  issued  warrants to purchase  5,890
shares  of the  Company's  common  stock  at $90  per  share  under  a one  year
consulting agreement. These warrants expired on December 31, 2002.

         On September  17, 2000 the Company  entered into a debenture  financing
agreement with  Cortlandt  Investors,  LLC,  whereby an amount of $2,500,000 was
advanced to the Company in the form of  convertible  debentures.  The debentures
paid an accrued  interest  rate of 6% and were due and payable on September  15,
2002. The debenture was convertible into shares of the Company's common stock at
a conversion  price equal to the lesser of (i) $.80 per share or (ii) 80% of the
average of the lowest three  closing bid prices for the  Company's  common stock
during the preceding 30 trading  days.  The Company could have elected to prepay
the  debenture at any time prior to January 15, 2001 for an amount equal to 120%
of the outstanding principal amount. As part of the agreement,  the Company also
was required to issue 1,000 shares of common stock (valued at the current market
price) and warrants to purchase 8,335 shares of the Company's common stock at an
exercise price of $120 per share (valued using the Black-Scholes  option pricing
model). The warrants expire on September 15, 2005.

                                      -29-
<PAGE>
                                   QT 5, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 3.    SHAREHOLDERS' DEFICIT AND RELATED PARTY TRANSACTIONS (CONTINUED)

         As additional  collateral to the September 2000 issuance of convertible
debentures,  Global Capital Partners, Inc. (GCAP), at the time a 31% shareholder
of MoneyZone.com,  provided to Cortlandt Investors, LLC, a right to exchange the
MoneyZone.com  debenture for a convertible debenture, at 120% of the outstanding
amount or $3,000,000,  between January 2001 and March 2001. On January 16, 2001,
Cortlandt Investors,  LLC notified the companies of their intent to exchange the
MoneyZone.com debentures and warrants for the GCAP debentures and warrants. As a
result,  GCAP assumed the Company's  liability  with respect to the debenture in
the amount of $3,000,000.

         On March 7, 2001,  the Company  entered into an agreement  with GCAP to
convert  the  outstanding  principal  and  interest  balance on its  convertible
debenture,  net of its  receivable  from  GCAP of  $600,000  into  shares of the
Company's  common stock based on the terms of the debenture as described  above.
This  conversion  would have  entitled  GCAP to convert into  329,540  shares of
common stock. However, GCAP agreed to forego the receipt of 47,905 common shares
in return for certain assets of the Company  including  domain names,  logos and
designs and  furniture  and  equipment.  As a result of this  transaction,  GCAP
became a 69% shareholder of the Company (See Note 8).

         On April 9, 2001,  the Company  entered into an Agreement (the "Revised
Agreement")  with Global Capital  Partners Inc. which superseded in its entirety
the  March  7,  2001  Agreement   regarding  the  conversion  of  the  MoneyZone
Convertible  Debenture.  Under the terms of the MoneyZone Convertible Debenture,
Global  Capital   Partners  Inc.  was  entitled  to  receive   9,886,236  shares
(pre-reverse  split) of our stock. Under the terms of the Revised Agreement,  we
agreed to issue Global  Capital  Partners  Inc.  8,448,990  shares  (pre-reverse
split) of our Common Stock and 100,000  shares of our Series A Preferred  Stock.
The Series A Preferred  Stock issued to Global  Capital  Partners  Inc.  carries
special voting rights granting the holder to 200 votes per share of the Series A
Preferred Stock.  Under the terms of the Revised  Agreement,  the Company was no
longer  required to transfer all of its assets to Global  Capital  Partners Inc.
These  Securities  were  issued in  accordance  with the  exemption  provided by
Section 4(2) of the Securities Act of 1933 as amended.

         In July  2002,  the  Company  issued a total of  165,000  shares of its
common  stock  to two  of its  officers  and  directors  and  third  parties  as
compensation  for  services.  Also,  in July  2002,  the  Company  entered  into
consulting agreements with the preferred shareholders whereby the Company issued
a total of 2,335,260  shares of its common stock,  to be earned ratably over the
three-month  period from July 16, 2002 through October 15, 2002. These shares of
common stock are subject to various  restrictions on their resale as provided by
the terms of the  consulting  agreements.  These  shares were  issued  under the
various  agreements  and were  recorded  to  expense  at $1.20 per  share  which
represents the per share closing price on the nearest trade date.

NOTE 4.   FORGIVENESS OF DEBT

         In conjunction  with the sale of its preferred  stock to an independent
third party,  Global  Capital  Partners Inc.  agreed to forgive its  outstanding
advances to the Company in the amount of  $298,354.  This has been  reflected in
the  accompanying  financial  statements  as an increase to  additional  paid in
capital.

         The Company has  negotiated  settlements  with several of its creditors
for less than the face  amount of the  original  liabilities.  The  overall  net
adjustment has been reflected as a gain on debt  forgiveness in the accompanying
statement of operations.

                                      -30-
<PAGE>
                                   QT 5, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    Notes to Financial Statements (continued)



NOTE 5.   ADVANCES RECEIVABLE AND PAYABLE

         In July 2002, the Company  advanced  $300,000 to Quicktest 5, Inc. (See
Note 9). This advance does not bear interest and has no due date.

         Two related  individuals  have advanced the Company a total of $38,563.
These advances are non-interest bearing and are payable on demand.

NOTE 6. NOTES PAYABLE

         On July 16, 2002,  three of the consultants  receiving shares under the
consulting  agreements  described in Note 3 provided loans totaling  $300,000 to
the  Company  with a  maturity  date of July 15,  2004.  Under  the terms of the
promissory notes, interest accrues at 7 percent per annum with the principal and
accrued  interest due at  maturity.  For the year ended  December 31, 2002,  the
Company accrued interest of $9,666. Upon the completion of the merger, this debt
was forgiven by the debt holders and converted into  additional  paid in capital
as of that date.

NOTE 7.    COMMITMENTS

     Office Lease

         The Company  entered into a lease  agreement  beginning in January 2000
for office space in Charlotte, North Carolina.

         Because   the   Company   vacated   this   office   space  due  to  the
discontinuation of its operations, it has accrued and recorded the liability for
all future lease commitments as of December 31, 2001. The Company abandoned this
office space in December  2000. As of December 31, 2002 and 2001,  the estimated
liability related to this lease is $156,400. (See Note 10).

NOTE 8.    STOCK OPTIONS

     2000 Compensatory Stock Option Plan

         In 2000,  the Company  adopted a stock option plan.  The purpose of the
Plan is to provide incentives to attract,  retain, and motivate eligible persons
whose  present and potential  contributions  are important to the success of the
Company,  by offering them an opportunity to participate in the Company's future
performance  through  awards  of stock  option  bonuses.  The price per share of
common stock is generally 100% of the value of a minority  non-marketable  share
of common stock as determined on the  valuation  date  preceding the date of the
grant.  Each option may be exercised  during a period of ten years from the date
of the grant.  Vesting is generally over a period of five years. No options were
granted during the year ended December 31, 2001.

         On July 11, 2002, the Company filed the Initial Registration  Statement
on Form S-8 to register 2,533,330 shares under the terms of the Plan. No options
were granted during the year ended December 31, 2002.

NOTE 9.    INCOME TAXES

         The  Company  has  an  unused  net  operating  loss   carryforwards  of
approximately $5,525,000, expiring in various periods through 2016. However, the
ability to utilize  such losses to offset  future  taxable  income is subject to
various limitations imposed by the rules and regulations of the Internal Revenue
Service.  A portion of the net  operating  losses is limited each year to offset
future taxable income, if any, due to the change in ownership of MoneyZone.com's
outstanding  common stock.  This net operating loss  carryforwards may result in
future  income  tax  benefits  of  approximately  $2,134,000;  however,  because
realization  is uncertain  at this time, a valuation  reserve in the same amount
has been established. Deferred income taxes reflect the net tax effects of

                                      -31-
<PAGE>
                                   QT 5, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 9.    INCOME TAXES (CONTINUED)

temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes.

         Significant  components of the Company's  deferred tax  liabilities and
assets as of December 31, 2002 and 2001 are as follows:

                                                   2002               2001
                                             ----------------  ----------------
     Deferred tax liabilities                 $           -     $           -
                                             ----------------  ----------------
     Deferred tax assets:
          Net operating loss carryforwards        2,134,000         2,134,000
          Valuation allowance                    (2,134,000)       (2,134,000)
                                             ----------------  ----------------
                                              $           -     $           -
                                             ----------------  ----------------

         The valuation  allowance for deferred tax assets increased by $0 and by
$94,092 during the years ended December 31, 2002 and 2001, respectively.

NOTE 10.   SUBSEQUENT EVENTS

     Notes Receivable

         On January 1, 2003,  Alliance  Financial  Network  and Sunset  Holdings
International Ltd. entered into notes receivable in the total amount of $199,500
with the Company as consideration for the assumption of the contingent liability
and assumed  defense costs  relating to the litigation  with Fidelity  Mortgage.
Under the terms of the  notes,  the  value of the notes  shall be  automatically
adjusted to the amount of actual  liability and/or defense costs incurred by the
Company not to exceed  $199,500  and shall also be reduced by any amounts  which
the  Company  does  not   actually   pay  within  one  year.   These  Notes  are
collateralized by 300,000 shares of the Company's common stock.

     Merger

         On January 9, 2003, the Company  completed its merger with Quicktest 5,
Inc. The Company issued 25,000,000 shares of Common Stock to the shareholders of
Quicktest  5, Inc. in exchange for all of the issued and  outstanding  shares of
Quicktest 5, Inc.

     Conversion of Notes Payable

         On January 9, 2003, the three  consultants  described in Note 3 forgave
their loan  receivables  and converted their loans totaling  $309,666  including
accrued  interest of $9,666 into  additional paid in capital upon the completion
of the merger with Quicktest 5, Inc.

     Consulting Agreements

         During February and March 2003, the Company issued  2,755,366 shares of
common stock as compensation for services  rendered to date and for arrangements
where the common stock is to be earned ratably over a 6 month period. Certain of
these shares of common stock are subject to various restrictions on their resale
as provided by the terms of the consulting agreements.  These shares were issued
under the  various  agreements  and were  recorded  to expense at a value  which
represents the per share closing price as of the nearest trade date.

                                      -32-
<PAGE>
                                   QT 5, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 10.   SUBSEQUENT EVENTS (CONTINUED)

     2000 Stock Option Plan

         On February 10, 2003,  the Company  filed a  Registration  Statement on
Form S-8 to register an additional  1,700,000  shares under the Plan.  The total
number of shares of the Company's  common stock available for issuance under the
Plan in connection  with  offerings  that commence on or after February 7, 2003,
will be 4,233,330.

     Amendment to Promissory Note

         On February  28, 2003,  the Company  entered into an agreement to amend
the terms of a promissory note originally  issued by Quicktest 5, Inc. Under the
terms of the  Amendment,  the due date has been  amended to the earlier of April
30, 2003 or a financing  in which the Company  receives net proceeds of at least
$1,000,000,  the  principal  amount is amended to $152,000,  and the  conversion
price shall be adjusted to $.10 per share of the  Company's  common stock in the
event the note is not paid in full by the maturity date.

Note 10.   Recent Accounting Pronouncements

         In August  2001,  the FASB  issued SFAS No.  144,  "Accounting  for the
Impairment or Disposal of Long-Lived  Assets".  SFAS No. 144 addresses financial
accounting  and  reporting  for the  impairment  of  long-lived  assets  and for
long-lived  assets  to be  disposed  of.  The  provisions  of SFAS  No.  144 are
effective  for  financial  statements  issued for fiscal years  beginning  after
December 15, 2001,  and interim  periods  within these fiscal years,  with early
adoption encouraged. The adoption of SFAS No. 144 did not have a material effect
on the Company's financial statements.

          In April 2002,  the FASB issued SFAS No. 145,  "Rescission of FASB No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections",
to update, clarify and simplify existing accounting pronouncements.  SFAS No. 4,
which  required all gains and losses from debt  extinguishment  to be aggregated
and,  if  material,  classified  as an  extraordinary  item,  net of related tax
effect, was rescinded.  Consequently, SFAS No. 64, which amended SFAS No. 4, was
rescinded  because  it was no longer  necessary.  The  adoption  of SFAS No. 145
resulted in the Company  recording  current gains on debt  forgiveness  as other
income.

         In June 2002,  the FASB  issued  SFAS No.  146,  "Accounting  for Costs
Associated with Exit or Disposal Activities".  SFAS 146 addresses accounting and
reporting for costs  associated  with exit or disposal  activities and nullifies
Emerging  Issues Task Force Issue No. 94-3,  "Liability  Recognition for Certain
Employee  Termination  Benefits  and Other Costs to Exit an Activity  (Including
Certain  Costs  Incurred  in a  Restructuring)".  SFAS No. 146  requires  that a
liability for a cost associated with an exit or disposal  activity be recognized
and measured  initially at fair value when the  liability is incurred.  SFAS No.
146 is  effective  for exit or  disposal  activities  that are  initiated  after
December 31, 2002, with early application  encouraged.  The adoption of SFAS No.
146 did not have a material effect on the Company's financial statements.


         In November  2002,  the  Financial  Accounting  Standards  Board issued
Interpretation No. 45, "Guarantor's  Accounting and Disclosure  Requirements for
Guarantees,  Including Guarantees of Indebtedness of Others," ("FIN 45"). FIN 45
requires the Company to recognize,  at the inception of a guarantee, a liability
for  the  fair  value  of  the  obligation  undertaken  in the  issuance  of the
guarantee.  FIN 45 is effective for guarantees issued or modified after December
31, 2002. The disclosure requirements effective for the year ending December 31,
2002 expand the disclosures  required by a guarantor about its obligations under
a guarantee.  The adoption of the disclosure  requirements of this statement did
not impact the  Company's  financial  position,  results of  operations  or cash
flows.

                                      -33-
<PAGE>
                                   QT 5, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 10.   Recent Accounting Pronouncements (Continued)

         In December 2002,  Statement of Financial Accounting Standards No. 148,
"Accounting for Stock-Based  Compensation  -Transition and  Disclosure,"  ("SFAS
148") was issued.  SFAS 148 amends Statement of Financial  Accounting  Standards
No. 123,  "Accounting  for  Stock-Based  Compensation,"  ("SFAS 123") to provide
alternative  methods  of  transition  for a  voluntary  change to the fair value
method of accounting for stock-based employee  compensation.  In addition,  SFAS
148  amends  the  disclosure  requirements  of  SFAS  123 to  require  prominent
disclosures in both annual and interim financial  statements about the method of
accounting for stock-based  employee  compensation  and the effect of the method
used on the reported  results.  The  provisions  of SFAS 148 are  effective  for
financial statements for fiscal years ending after December 15, 2002 and interim
periods  beginning  after  December  15, 2002.  The  adoption of the  disclosure
requirements of this statement did not impact the Company's  financial position,
results of operations or cash flows.






































                                      -34-
<PAGE>
Item 8.    Changes in and Disagreements With Accountants On Accounting and
           Financial Disclosure

         The  Company's  independent  auditor  is  Spicer  Jeffries  & Co.,  LLP
("Spicer  Jeffries") relating to the audited financial  statements  contained in
this Annual Report. Going forward, the Company has engaged Corbin & Company, LLP
(a successor  public  accounting  firm to its prior auditor Corbin & Wertz),  to
audit its financial  results for the fiscal year ending June 30, 2003.  Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company filed
a Form 8-K with the Commission on February 7, 2003,  identifying a change in the
Company's certifying accountants from Corbin & Wertz to Corbin & Company, LLP.

         The change in the Company's certifying  accountant from Spicer Jeffries
to Corbin & Company  will go into  effect  immediately  after the filing of this
Annual Report. Spicer Jeffries did not resign or decline to stand for reelection
but are being dismissed to allow the appointment of Corbin & Company.

         During the past two fiscal  years  ending  December  31,  2002,  Spicer
Jeffries audit opinion on the Company's financial  statements did not contain an
adverse  opinion or a  disclaimer  of  opinion,  nor was it modified as to audit
scope or accounting  principles.  Spicer Jeffries report was modified to include
an  explanatory  paragraph  where they  expressed  substantial  doubt  about the
Company's ability to continue as a going concern.

         There were no  disagreements  with Spicer  Jeffries during the past two
most recent  fiscal years and through the date of their  dismissal on any matter
of  accounting  principals  or  practices,  financial  statement  disclosure  or
auditing  scope or  procedure.  Additionally,  there  were no  other  reportable
matters as defined in Item 304(a)(1)(iv)(B) of Regulation S-B for small business
issuers, during that period of time.

         The Company has provided Spicer Jeffries with a copy of the disclosures
the  Company  is making  in this Form  10-KSB  in  response  to the  disclosures
required by  Regulation  S-B,  Item 304(a).  Spicer  Jeffries has  furnished the
Company with a letter  addressed to the  Commission  stating its  agreement  and
absence of any disagreement  with the statements made by the Company in response
to this Item. The Company has filed herewith  Spicer  Jeffries letter as Exhibit
16.1 to this Form 10-KSB.




















                                      -35-
<PAGE>
                                    PART III

Item 9.    Directors and Executive Officers, Promoters and Control Persons;
           Compliance With Section 16(A) of the Exchange Act

The directors and executive officers of QT 5 are:

NAME                                     AGE         POSITION
----                                     ---         --------

Timothy J. Owens                         48          Director, Chief Executive
                                                     Officer

Steven Reder                             44          Director, President, Chief
                                                     Financial Officer

         Timothy J. Owens,  is the Founder  and Chief  Executive  Officer of the
Company since  inception.  From March 1994 to January 1999,  Mr. Owens served as
CEO of Job  Services,  Inc., a privately  held company.  Mr. Owens  received his
Masters of Science Degree in Finance from La Salle  University,  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  Reder,  has been  President and Chief  Financial  Officer and a
member of the Board of Directors  since  January  2002.  From  February  1994 to
January 2002, Mr. Reder was President,  CEO and majority  stockholder of Friends
Industry, Inc., (dba Graphix Press) a specialty printer,  packaging and point of
purchase  display  company.  Prior to Graphix  Press,  Mr. Reder was the CFO for
Delta Lithograph Company, a Bertelsmann company.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         William C. Bossung  failed to file a Form 3 reporting  his ownership of
for the reporting date of July 21, 2003 covering one transaction. Mr. Bossung is
no longer a 5% shareholder nor is he an affiliate of the Company.























                                      -36-
<PAGE>
Item 10.    Executive Compensation

The following table sets forth information  concerning the compensation received
for services  rendered to the Company  during the years ended December 31, 1998,
1999,  and 2000 by the Chief  Executive  Officer  of the  Company  and all other
executive  officers of the Company  whose total salary and bonus for such fiscal
year exceeded $100,000 (collectively, the "Named Executive Officers"):

<TABLE>
<CAPTION>
                            SUMMARY COMPENSATION TABLE
                                                                                       LONG TERM
                                               ANNUAL COMPENSATION                   COMPENSATION

Name                              Year      Salary     Bonus(1)       Other
And                               Ended                                               SECURITIES
Principal                       December                                              UNDERLYING
Position                           31        ($)          ($)          ($)             OPTIONS
----------------------------------------- ----------- ------------ ------------     -------------
<S>                               <C>          <C>           <C>          <C>               <C>
Timothy J. Owens                  2002          -             -            -                 -
Chief Executive                   2001          -             -            -                 -
Officer and Director              2000          -             -            -                 -

Steven Reder                      2002          -             -            -                 -
President, Chief Financial        2001          -             -            -                 -
Officer and Director              2000          -             -            -                 -
</TABLE>

COMPENSATION OF DIRECTORS.

Directors of the Company have not received cash  compensation for their services
as directors  or members of  committees  of the Board,  but are  reimbursed  for
reasonable expenses incurred in attending meetings of the Board.  Members of the
Company's  board of  directors  who are also  employees  of the  Company did not
receive any compensation for their services as members of the Chadmoore board of
directors.

OPTION GRANTS IN LAST FISCAL YEAR.

No options were granted to any executive officer in the fiscal year 2002.

INDEMNIFICATION

Pursuant to the articles of incorporation and bylaws of the corporation,  we may
indemnify  an  officer  or  director  who is  made a  party  to any  proceeding,
including a law suit, because of his position,  if he acted in good faith and in
a manner he reasonably believed to be in our best interest. In certain cases, we
may advance expenses  incurred in defending any such  proceeding.  To the extent
that the officer or director is successful on the merits in any such  proceeding
as to which such person is to be indemnified,  we must indemnify him against all
expenses  incurred,  including  attorney's  fees.  With  respect to a derivative
action, indemnity may be made only for expenses actually and reasonably incurred
in defending the  proceeding,  and if the officer or director is judged  liable,
only by a court  order.  The  indemnification  is  intended to be to the fullest
extent permitted by the laws of the state of Delaware.

Regarding  indemnification  for liabilities  arising under the Securities Act of
1933 which may be permitted to directors or officers  pursuant to the  foregoing
provisions,  we are informed that, in the opinion of the Securities and Exchange
Commission,  such  indemnification is against public policy, as expressed in the
Act and is, therefore unenforceable.

                                      -37-
<PAGE>
Item 11.   Security Ownership of Certain Beneficial Owners and Management and
           Related Stockholder Matters

         The following table sets forth information available to the Company, as
of March 26, 2003,  with respect to the beneficial  ownership of the outstanding
shares of the Company's  Common Stock (on a post forward split basis) by (i) any
holder  of more than  five  percent  (5%) of the  outstanding  shares;  (ii) the
Company's officers and directors; and (iii) the Company's officers and directors
as a group (the table has been  prepared  based on  information  provided to the
Company by each shareholder):

     Name of                     Shares of Common    Percentage (%) of
Beneficial Owner                   Stock Owned         Common Stock (4)
----------------                 ----------------          -----------
Steven Reder (1)                     3,504,550                   11.3
Timothy Owens (2)                    5,358,570                   17.3
Fred DeLuca (3)                      3,399,480                   11.0
Robert Pautsch                       2,088,100                    6.7
Federico Cabo                        3,192,000                   10.3

All officers and directors as a
group (two (2) persons)              8,863,120                   28.6

(1) Steven Reder is the President and Chief Financial Officer of the Company and
a member of the Company's Board of Directors.  The address for Mr. Reder is 5655
Lindero Canyon Road, Suite 120 Westlake Village, California 91362.

(2) Timothy Owens is the Chief Executive  Officer of the Company and a member of
the  Company's  Board of  Directors.  The address for Mr.  Reder is 5655 Lindero
Canyon Road, Suite 120 Westlake Village, California 91362.

(3) Fred DeLuca is the  Secretary of the Company.  The address for Mr. DeLuca is
5655 Lindero Canyon Road, Suite 120 Westlake Village, California 91362.

(4) The number of  outstanding  shares of common  stock of the  Company is based
upon 30,962,864.

Changes in Control

To the knowledge of management,  there are no present arrangements or pledges of
securities  of the  Company  which  may  result in a change  in  control  of the
Company.

Item 12.  Certain Relationships and Related Transactions

None.












                                      -38-
<PAGE>
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

EXHIBIT NO.                                  DESCRIPTION
------------------        ------------------------------------------------------

      (2.1)               Agreement  and  Plan of  Merger,  dated as of June 28,
                          1999,  by and among the  Registrant,  EBonlineinc.com,
                          Inc.,  and  John  D.  Brasher,  Jr.,  incorporated  by
                          reference to our Current  Report on Form 8-K (File No.
                          000-25022), dated as of July 15, 1999.

      (2.2)               Amendment  No. 1 to the  Agreement and Plan of Merger,
                          dated  as  of  June  28,   1999,   by  and  among  the
                          Registrant,   EBonlineinc.com,   Inc.,   and  John  D.
                          Brasher, Jr., incorporated by reference to our Current
                          Report on Form 8-K (File No.  000-25022),  dated as of
                          July 15, 1999.

      (2.3)               Letter  Agreement  between  MoneyZone.com  and  Global
                          Capital  Partners  Inc.  dated as of  March  7,  2001,
                          incorporated  by  reference  to our Current  Report on
                          Form 8-K  (File No.  000-25022),  dated as of March 7,
                          2001.

      (2.4)               Agreement  and  Plan of  Merger,  dated as of July 15,
                          2002,  by and among the  Registrant  and  QuickTest 5,
                          Inc., incorporated by reference to Exhibit 10.2 of our
                          Schedule  14C (File  No.  000-25022),  filed  with the
                          Commission on December 11, 2002 (the "Schedule 14C").

      (2.5)               Certificate  of  Merger,  dated as of January 9, 2003,
                          between  the   Registrant   and   Quicktest  5,  Inc.,
                          incorporated  by  reference  to  Exhibit  10.1  of the
                          Schedule 14C.

      (3.1)               Certificate  of  Incorporation,  dated  as of April 4,
                          1989,   incorporated   by  reference  to  Registration
                          Statement on Form 10-SB (File No.  0-25022),  dated as
                          of October 27, 1994.

      (3.2)               Certificate    of   Amendment   to    Certificate   of
                          Incorporation,   dated  as  of   November   8,   1990,
                          incorporated by reference to Registration Statement on
                          Form 10-SB (File No. 0-25022), dated as of October 27,
                          1994.

      (3.3)               Certificate    of   Amendment   to    Certificate   of
                          Incorporation,   dated  as  of   October   26,   1994,
                          incorporated by reference to Registration Statement on
                          Form 10-SB (File No. 0-25022), dated as of October 27,
                          1994.

      (3.4)               Certificate of Increase in Number of Authorized Shares
                          of Common  Stock,  dated as of July 8, 1996,  amending
                          the  Certificate  of  Incorporation,  incorporated  by
                          reference  to our Annual  Report on Form 10-KSB  (File
                          No. 000-25022), dated as of March 30, 2000.

      (3.5)               Certificate    of   Amendment   to    Certificate   of
                          Incorporation,   dated   as   of   March   12,   1997,
                          incorporated by reference to our Annual Report on Form
                          10-KSB  (File  No.  000-25022),  dated as of March 30,
                          2000.

      (3.6)               Certificate    of   Amendment   to    Certificate   of
                          Incorporation,   dated   as   of   March   20,   1998,
                          incorporated by reference to our Annual Report on Form
                          10-KSB  (File  No.  000-25022),  dated as of April 14,
                          1998.

                                      -39-
<PAGE>
      (3.7)               Certificate    of   Amendment   to    Certificate   of
                          Incorporation,   dated   as   of   March   31,   1998,
                          incorporated by reference to our Annual Report on Form
                          10-KSB  (File  No.  000-25022),  dated as of April 14,
                          1998.

      (3.8)               Certificate    of   Amendment   to    Certificate   of
                          Incorporation,  dated as of July 8, 1999, incorporated
                          by reference to our Annual Report on Form 10-KSB (File
                          No. 000-25022), dated as of March 30, 2000.

      (3.9)               Certificate    of   Amendment   to    Certificate   of
                          Incorporation, dated as of July 22, 1999, incorporated
                          by reference to our Annual Report on Form 10-KSB (File
                          No. 000-25022), dated as of March 30, 2000.

     (3.10)               Certificate    of   Amendment   to    Certificate   of
                          Incorporation,   dated  as  of  December   17,   1999,
                          incorporated by reference to our Annual Report on Form
                          10-KSB  (File  No.  000-25022),  dated as of March 30,
                          2000.

     (3.11)               By-Laws of MoneyZone.com, incorporated by reference to
                          Registration   Statement   on  Form  10-SB  (File  No.
                          0-25022), dated as of October 27, 1994.

      (4.1)               Form of  Registration  Rights  Agreement,  dated as of
                          October 1,  1999,  by and among  EBonlineinc.com,  and
                          each of the  investors  listed on  Exhibit A  thereto,
                          incorporated by reference to our Annual Report on Form
                          10-KSB  (File  No.  000-25022),  dated as of March 30,
                          2000.

      (4.2)               Convertible  Debenture Purchase and Exchange Agreement
                          dated  as  of  September  15,  2000,  incorporated  by
                          reference to our Current  Report on Form 8-K (File No.
                          000-25022), dated as of September 15, 2000.

      (4.3)               6%    Convertible    and    Exchangeable    Debenture,
                          incorporated  by  reference  to our Current  Report on
                          Form 8-K (File No.  000-25022),  dated as of September
                          15, 2000.

      (4.4)               Common  Stock  Purchase   Warrant,   incorporated   by
                          reference to our Current  Report on Form 8-K (File No.
                          000-25022), dated as of September 15, 2000.

      (4.5)               Registration   Rights   Agreement,   incorporated   by
                          reference to our Current  Report on Form 8-K (File No.
                          000-25022), dated as of September 15, 2000.

      (4.6)               Form of  Registration  Rights  Agreement  by and among
                          Registrant  and  NDMS   Investments,   L.P.  and  NDMS
                          Investments, L.P. assignees.

      (4.7)               $150,000  Promissory  Note dated  September  30, 2002,
                          between the Registrant and NDMS Investments, L.P.

      (4.8)               Amendment  No. 1 to $150,000  Promissory  Note,  dated
                          February 28, 2003.

      (4.9)               Registration  Rights  Agreement  dated  September  30,
                          2002,  between the  Registrant  and NDMS  Investments,
                          L.P.

      (10.1)              Office Building Lease,  dated March 15, 2002,  between
                          the Registrant and Village Green Officer Park.

      (10.2)              Agreement for the Assignment of Patent  Rights,  dated
                          April 7,  2002,  by and  between  the  Registrant  and
                          Marshal Anlauf Thompson.  Incorporated by reference to
                          Exhibit  99.1 of the  Registrant's  Form  8-K as filed
                          with the Commission on January 24, 2003.

                                      -40-
<PAGE>
      (10.3)              2000 Stock Option Plan,  incorporated  by reference to
                          Exhibit  10.1 of the  Registrant's  Form S-8 (File No.
                          333-92236)  filed with the Commission on July 11, 2002
                          (the "Form S-8").

      (10.4)              Amendment  No.  1  to  the  2000  Stock  Option  Plan,
                          incorporated  by reference to Exhibit 10.2 of the Form
                          S-8.

      (10.5)              Amendment  No.  2  to  the  2000  Stock  Option  Plan,
                          incorporated  by  reference  to  Exhibit  10.3  of the
                          Registrant's Form S-8 (File No. 333-103208) filed with
                          the Commission on February 14, 2003.

      (10.6)              Issuance  Agreement,  dated September 30, 2002, by and
                          between the Registrant and NDMS Investments, L.P.

      (10.7)              Form of Issuance  Agreement,  dated December 31, 2002,
                          by and between the  Registrant  and NDMS  Investments,
                          L.P.

      (16)                Letter of former  accountant,  Spicer  Jeffries & Co.,
                          dated as of  April 15, 2003.

      (21)                Subsidiaries of the Registrant

      (22.1)              Information Statement on Schedule 14C, incorporated by
                          reference to Schedule 14C (File No. 000-25022),  dated
                          as of March 20, 2000.

      (22.2)              Information Statement on Schedule 14C, incorporated by
                          reference to Schedule 14C (File No. 000-25022),  dated
                          as of December 11, 2002.

      (23)                Consent of Corbin & Wertz, dated April 15, 2003.

      (99.1)              Certification  Pursuant to 18 U.S.C.  Section 1350, As
                          Adopted Pursuant to Section 906 of the  Sarbanes-Oxley
                          Act of 2002 (Chief Executive Officer)

      (99.2)              Certification  Pursuant to 18 U.S.C.  Section 1350, As
                          Adopted Pursuant to Section 906 of the  Sarbanes-Oxley
                          Act of 2002 (Chief Financial Officer)


REPORTS ON FORM 8-K

     None.


















                                      -41-
<PAGE>
ITEM 14 - CONTROL AND PROCEDURES

The  Company's  Chief  Executive   Officer  and  Chief  Financial  Officer  have
concluded,  based on an evaluation  conducted within 90 days prior to the filing
date of this  Annual  Report  on Form  10-KSB,  that  the  Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary whether:

           (i) this Annual Report on Form 10-KSB  contains any untrue  statement
           of a material  fact or omits to state a material  fact  necessary  to
           make the statements made, in light of the  circumstances  under which
           such  statements were made, not misleading with respect to the period
           covered by this Annual Report on Form 10-KSB, and

           (ii)  the  financial  statements,  and  other  financial  information
           included  in this  Annual  Report  on  Form  10-KSB,  present  in all
           material respects the financial condition,  results of operations and
           cash flows of the Company as of, and for,  the periods  presented  in
           this Annual Report on Form 10-KSB.

There have been no significant  changes in the Company's internal controls or in
other  factors  since  the  date of the  Chief  Executive  Officer's  and  Chief
Financial Officer's  evaluation that could  significantly  affect these internal
controls,   including  any  corrective   actions  with  regards  to  significant
deficiencies and material weaknesses.

































                                      -42-
<PAGE>
                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                           QT 5, INC.



     By:  /s/ TIMOTHY J. OWENS                            April 15, 2003
          --------------------------------------- ------------------------------
                     Timothy J. Owens                          Date
            Chief Executive Officer & Director


         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant and in the capacities and
on the dates indicated.



     By:  /s/ TIMOTHY J. OWENS                            April 15, 2003
          --------------------------------------- ------------------------------
                     Timothy J. Owens                          Date
            Chief Executive Officer & Director


     By:  /s/ STEVEN H. REDER                                 April 15, 2003
          ---------------------------------------------- -----------------------
                      Steven H. Reder                              Date
          President, Chief Financial Officer & Director
          (Principal Financial and Accounting Officer)

























                                      -43-
<PAGE>
                                 CERTIFICATIONS

         I, Timothy J. Owens, certify that:

         1. I have reviewed this annual report on Form 10-KSB of QT 5, Inc.;

         2. Based on my  knowledge,  this  annual  report  does not  contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
annual report;

         3. Based on my knowledge, the financial statements, and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being  prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
         and  procedures as of a date within 90 days prior to the filing date of
         this annual report (the "Evaluation Date"); and

         c)  presented  in  this  annual  report  our   conclusions   about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

         a) all significant  deficiencies in the design or operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this annual report whether there were significant  changes in internal  controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

     By:  /s/ TIMOTHY J. OWENS                              April 15, 2003
          --------------------------------------------    ------------------
                      Timothy J. Owens                          Date
                  Chief Executive Officer

                                      -44-
<PAGE>
         I, Steve Reder , certify that:

         1. I have reviewed this annual report on Form 10-KSB of QT 5, Inc.;

         2. Based on my  knowledge,  this  annual  report  does not  contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
annual report;

         3. Based on my knowledge, the financial statements, and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
         and  procedures as of a date within 90 days prior to the filing date of
         this annual report (the "Evaluation Date"); and

         c)  presented  in  this  annual  report  our   conclusions   about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

         a) all significant  deficiencies in the design or operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this annual report whether there were significant  changes in internal  controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

     By:  /s/ STEVEN H. REDER                               April 15, 2003
          --------------------------------------------    ------------------
                        Steve Reder                              Date
            President and Chief Financial Officer



                                      -45-