UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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 June 30, 2001


[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934
    For the transition period from _____________ to _____________

                        Commission file number: 000-27545


                         Above Average Investments, Ltd.
                 (Name of small business issuer in its charter)

          NEVADA                                             98-0204736
  (State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                         Identification No.)

Suite 104-1456 St. Paul Street
Kelowna, British Columbia, CANADA                                   V142E6
(Address of principal executive offices)                          (Zip Code)


Issuer's telephone number (250) 868-8177


Securities registered under Section 12(b) of the Exchange Act:

Title of each class                                    Name of each exchange
                                                       on which registered
           None                                                  N/A

Securities registered under Section 12(g) of the Exchange Act:


                                     COMMON
                                (Title of class)


<PAGE>
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. [X] Yes [ ] No

Check if there is no 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 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. [X]

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

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.)     N/A

Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.

     (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. [ ]Yes [ ] No N/A

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:   3,000,000

                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them
and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The listed
documents should be clearly described for identification purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990).

Transitional Small Business Disclosure Format (Check one): [ ] Yes [X] No


                                      -2-
<PAGE>
                                     PART I

Item 1. Description of Business.

         Above Average Investments, Ltd. (referred to as "us," "we" or "our"),
was incorporated on April 21, 1997 under the laws of the State of Nevada to
engage in any lawful corporate purpose. Other than issuing shares to its
shareholders, we never commenced any other operational activities. We can be
defined as a "blank check" company, whose sole purpose at this time is to locate
and consummate a merger or acquisition with a private entity. The Board of
Directors has elected to commence implementation of our principal business
purpose, described below under "Plan of Operation."

         The proposed business activities classifies us as a "blank check"
company. The Securities and Exchange Commission defines these companies as "any
development stage company that is issuing a penny stock (within the meaning of
section 3 (a)(51) of the Securities Exchange Act of 1934) and that has no
specific business plan or purpose, or has indicated that its business plan is to
merge with an unidentified company or companies." Many states have enacted
statutes, rules and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions. Management does not intend to
undertake any efforts to cause a market to develop in our securities, either
debt or equity, until we have successfully implemented our business plan. We
intend to comply with the periodic reporting requirements of the Securities
Exchange Act of 1934 for so long as it is subject to those requirements.

Lock-up Agreement

         Each of our shareholders has executed and delivered a "lock-up" letter
agreement, affirming that they shall not sell their respective shares of common
stock until we have successfully consummated a merger or acquisition and we are
no longer classified as a "blank check" company. In order to provide further
assurances that no trading will occur in our securities until a merger or
acquisition has been consummated, each shareholder has agreed to place their
respective stock certificate with our legal counsel, Evers & Hendrickson, LLP,
who will not release these respective certificates until they have confirmed
that a merger or acquisition was successfully consummated. However, while
management believes that the procedures established to preclude any sale of our
securities prior to closing of a merger or acquisition will be sufficient, we
cannot assure you that the procedures established will unequivocally limit any
shareholder's ability to sell their respective securities before a closing.

Investment Company Act of 1940

         Although we will be subject to regulation under the Securities Act of
1933, as amended (the "`33 Act"), and the Securities Exchange Act of 1934, as
amended (the "`34 Act"), management believes we will not be subject to
regulation under the Investment Company Act of 1940, as amended (the "`40 Act"),
since we will not be engaged in the business of investing or trading in
securities. In the event we engage in business combinations that result in our
holding passive investment interests in a number of entities, we could be
subject to regulation under the `40 Act. If that occurs, we would be required to
register as an investment company and could be expected to incur significant
registration and compliance costs. We have obtained no formal determination from
the Securities and Exchange Commission as to our status under the `40 Act and,
consequently, a violation of the Act could subject us to material adverse
consequences.


                                      -3-
<PAGE>
Investment Advisors Act of 1940

         Under Section 202(a)(11) of the Investment Advisors Act of 1940, as
amended, an "investment adviser" means any person who, for compensation, engages
in the business of advising others, either directly or through publications or
writings, as to the value of securities or as to the advisability of investing
in, purchasing, or selling securities, or who, for compensation and as part of a
regular business, issues or promulgates analyses or reports concerning
securities. We seek to locate a suitable merger of acquisition candidate, and we
do not intend to engage in the business of advising others in investment matters
for a fee or other type of consideration.

Dissenter's Rights

         In accordance with Nevada Revised Statutes ("NRS") ss. 78.3793, on the
10th day following the acquisition of a controlling interest by an acquiring
person, if the control shares are accorded full voting rights pursuant to NRS
ss.ss. 78.378 to 78.3793, inclusive, and the acquiring person has acquired a
majority interest of the voting shares, any stockholder of record, other than
the acquiring person, who has not voted in favor of authorizing voting rights
for the control shares is entitled to demand payment for the fair value of his
shares by making a written demand.

Forward Looking Statements

         Because we desire to take advantage of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995 (the "PSLRA"), we caution
readers regarding forward looking statements found in the following discussion
and elsewhere in this report and in any other statement made by, or on our
behalf, whether or not in future filings with the Securities and Exchange
Commission. Forward looking statements are statements not based on historical
information and that relate to future operations, strategies, financial results
or other developments. Forward looking statements are necessarily based upon
estimates and assumptions that are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of which are
beyond our control and many of which, with respect to future business decisions,
are subject to change. These uncertainties and contingencies can affect actual
results and could cause actual results to differ materially from those expressed
in any forward looking statements made by or on our behalf. We disclaim any
obligation to update forward looking statements. Readers should also understand
that under Section 27A(b)(2)(D) of the `33 Act, and Section 21E(b)(2)(D) of the
`34 Act, the "safe harbor" provisions of the PSLRA do not apply to statements
made in connection with our offering.

Item 2. Description of Property.

         We have no properties and at this time have no agreements to acquire
any properties.

         We operate from our offices at Suite 104, 1456 St. Paul St., Kelowna,
British Columbia, Canada. Space is provided to the Company on a rent free basis
by Devinder Randhawa, an officer and director of the Company, and it is
anticipated that this arrangement will remain until we successfully consummate a
merger or acquisition. Management believes that this space will meet our needs
for the foreseeable future.

Item 3. Legal Proceedings.

         The Company is not involved in my legal proceedings at this time.

                                      -4-
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders.

         No matter was submitted to vote of security holders during the fourth
quarter of the fiscal year covered by this report.

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

         There was no trading market for our common stock as of June 30, 2001
and there has been no trading market to date. Management has not undertaken any
discussions with any prospective market maker concerning the participation in
the aftermarket for the Company's securities and management does not intend to
initiate any discussions until we have consummated a merger or acquisition. We
cannot guarantee that a trading market will ever develop or if a market does
develop, that it will continue.

Market Price

         Our common stock is not quoted at the present time. The Securities and
Exchange Commission has adopted a Rule that established the definition of a
"penny stock," for purposes relevant to us, as any equity security that has a
market price of less than $5.00 per share or with an exercise price of less than
$5.00 per share, subject to certain exceptions. For any transaction involving a
penny stock, unless exempt, the rules require: (i) that a broker or dealer
approve a person's account for transactions in penny stocks; and (ii) the broker
or dealer receive from the investor a written agreement to the transaction,
setting forth the identity and quantity of the penny stock to be purchased. In
order to approve a person's account for transactions in penny stocks, the broker
or dealer must (i) obtain financial information and investment experience and
objectives of the person; and (ii) make a reasonable determination that the
transactions in penny stocks are suitable for that person and that person has
sufficient knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks. The broker or dealer must
also deliver, prior to any transaction in a penny stock, a disclosure schedule
prepared by the Commission relating to the penny stock market, which, in
highlight form, (i) sets forth the basis on which the broker or dealer made the
suitability determination; and (ii) that the broker or dealer received a signed,
written agreement from the investor prior to the transaction. Disclosure also
has to be made about the risks of investing in penny stock in both public
offering and in secondary trading, and about commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.

         Management intends to strongly consider undertaking a transaction with
any merger or acquisition candidate that will allow our securities to be traded
without the aforesaid limitations. However, we cannot predict whether, upon a
successful merger or acquisition, we will qualify our securities for listing on
Nasdaq or some other national exchange, or be able to maintain the maintenance
criteria necessary to insure continued listing. Failure to qualify our
securities or to meet the relevant maintenance criteria after qualification in
the future may result in the discontinuance of the inclusion of our securities
on a national exchange. However, trading, if any, in our securities may then
continue in the non-Nasdaq over-the-counter market. As a result, a shareholder
may find it more difficult to dispose of, or to obtain accurate quotations as to
the market value of, our securities.

                                      -5-
<PAGE>
Item 6. Management's Discussion & Analysis.

Negotiations between us and Quick-Med

         In November 2000, we commenced negotiations to acquire Quick-Med
Technologies, Inc. Quick-Med's primary business is the research and development
of biomedical products for antibacterial applications. Quick-Med indicated that
it was interested in seeking the perceived advantages of a publicly-held
corporation and requested information from us. In turn, we requested and
received background information on Quick-Med including certain financial
information. Once such information was exchanged, the parties began to negotiate
the structure of the transaction. We indicated that we were interested in
acquiring all of the outstanding capital stock of Quick-Med. Quick-Med indicated
that this structure would be acceptable provided that Quick-Med's current
shareholders received enough shares of common stock to represent at least 80% of
our outstanding shares of common stock. In March 2001, we executed an agreement
with Quick-Med and its shareholders to acquire all of Quick-Med's issued and
outstanding shares in exchange for 10,000,000 shares of our common stock. In
July 2001, the agreement was amended to increase the number of shares to be
exchanged to 10,260,000.

The Offering  and Reconfirmation

         2,500,000 shares of common stock were offered for $.05 per share on a
"best efforts, all or none" basis. We conducted the offering directly, without
the use of an underwriter, and the offering was completed in December 2000. An
amended prospectus is being furnished to investors in the reconfirmation
offering so they may consider reconfirming their investment as a result of our
proposed acquisition. The amendment also contains proxy material for approval of
the merger and other corporate matters.

Securities Outstanding

         There are presently 3,000,000 shares of common stock outstanding from
an authorized issuance of 100,000,000 shares of common stock. If the acquisition
is completed, 13,600,000 shares of common stock will be outstanding on a fully
diluted basis, which includes 840,000 shares issuable upon the exercise of
options. These options are currently issued under Quick-Med's stock option plan,
which will be assumed by us upon consummation of the merger.

Escrow

         After the post-effective amendment is declared effective, we will start
the reconfirmation offering. Upon reconfirmation, we will notify the escrow
agent to release the proceeds and the securities to us. We will distribute the
certificates. Investors will receive a supplement to the prospectus indicating
the amount of proceeds and securities released and the date of release.

Escrow Account Discrepancy

         In September 2001, our auditors discovered that the $125,000 raised in
the Rule 419 offering that closed on November 28, 2000 had not been deposited in
the escrow account at City National Bank. Therefore, these funds were not in our
possession and should not have been included on the balance sheets of our
December 31, 2000 and March 31, 2001 reports on Form 10-QSB. These reports were
amended and filed to report and correct this discrepancy in our financial
statements for these periods.

                                      -6-
<PAGE>
         The funds have been held on deposit in the trust account of Martin &
Adams, PLLC, a Washington, D.C. law firm which held the funds on behalf of Euro
Atlantic Capital Corporation ("Euro"), the organization that is facilitating the
merger of our company and Quick-Med. Euro received no commissions or other
compensation for raising these funds, and is one of the investors in the
offering. Euro acted as Quick-Med's agent in locating a blank check company in
order to execute a reverse merger and become a public company. When this
discrepancy was brought to the attention of our management, the law firm was
immediately notified to transfer the funds. The funds were transferred to City
National Bank on September 10, 2001, and received into the escrow account on
September 12, 2001.

Reconfirmation Offering Conducted in Compliance with Rule 419

         We are a blank check company and, consequently, the reconfirmation
offering is being conducted in compliance with Rule 419. The investors have
certain rights and will receive the substantive protection provided by the rule.
To that end, the securities purchased by investors and the funds received in our
initial public offering are deposited and held in an escrow account established
under Rule 419, and will remain in the escrow account until an acquisition
meeting specific criteria is completed. Before the acquisition can be completed
and before the deposited funds and deposited securities can be released to us
and the investors, respectively, we are required to update the registration
statement with a post-effective amendment, and within five business days after
the effective date, we are required to furnish the investors with the prospectus
containing the terms of a reconfirmation offer and information about the
proposed acquisition candidate and its business, including audited financial
statements. According to Rule 419, investors must have no fewer than 20 and no
more than 45 business days from the effective date of the post-effective
amendment to decide to reconfirm their investment and remain an investor or,
alternately, require the return of their investment. Each investor has 20
business days from the date of the prospectus to reconfirm his/her investment.
Any investor who does not decide within the 20 business day period will
automatically have his/her investment returned.

         The rule further provides that if we do not complete an acquisition
meeting the specified criteria within 18 months of the effective date of the
initial public offering, all of the deposited funds in the escrow account must
be returned to investors.

Terms of the Reorganization Agreement

         The terms of the merger are stated in the Reorganization Agreement
dated March 19, 2001. We will consummate the merger when, among other things, we
receive acceptance of the reconfirmation offer by at least 80% of the investors.
If the merger is consummated, Quick-Med will be merged into Above Average, with
Above Average as the surviving entity. We will change our name to Quick-Med
Technologies, Inc. When we consummate the merger:

         (i) each shareholder who holds shares of our common stock registered
         under a registration statement declared effective by the SEC on
         September 19, 2000 prior to the merger and who accepts the
         reconfirmation offer will continue to hold his or her share
         certificate(s) representing our registered common stock; and

         (ii) each stockholder of registered common stock who rejects the
         reconfirmation offer will be paid his or her pro rata share of the
         amount in the escrow account of $.05 per share. At the effective date
         of the merger, Quick-Med's outstanding shares will be canceled. We will
         issue


                                      -7-
<PAGE>
         10,260,000 shares of our common stock to Quick-Med's shareholders at
         the effective date, and our current shareholders will own 2,000,000
         shares, representing 18.4% of the surviving entity, on a fully-diluted
         basis. The 500,000 originally issued shares are being purchased as part
         of the merger at the public offering price.

Recent Developments

         Our board believes that the merger represents a good investment
opportunity for our shareholders and recommends that the investors elect to
accept the reconfirmation offering. The merger agreement was approved by the
directors and shareholders of Quick-Med by written consent dated March 19, 2001.
The merger agreement was confirmed by the unanimous consent of the directors on
March 19, 2001.

Accounting Treatment

         Although we are the legal surviving corporation, for accounting
purposes, the merger is treated as a public shell merger of Above Average and
Quick-Med, and a recapitalization of Quick-Med. The value of the net assets of
the Company after the public shell merger is the same as their historical book
value.

Use of Proceeds

         In our initial public offering, we raised $125,000 in proceeds. None of
the deposited funds have been or will be expended to merge Quick-Med into us.
The deposited funds will be transferred to us under the merger agreement if a
business combination is effected.

Quick-Med Technologies, Inc.

         Quick-Med was incorporated in Delaware in December 1997. Its business
primarily consists of research and development of biomedical products and
devices for antibacterial applications. Quick-Med's vision is to rapidly deliver
break-through products in targeted civilian and military health care markets
where it can leverage core technologies. Quick-Med intends to fund the research
efforts necessary to develop the planned products, administer the patenting
process, subcontract the manufacture of its products and, in many cases, enter
joint ventures with other companies to move products to the marketplace.
Quick-Med itself does not intend to manufacture and distribute final products.

         Quick-Med will focus its attention on the value-added activities of
developing and commercializing new core technologies. Scientific experts in
relevant fields are identified and retained through consulting contracts. Senior
management is identified to ensure broad experience in all aspects of the
business. Operating costs have been kept relatively low because the Quick-Med
compensates management and the scientific team mostly in equity, and not in cash
salaries, benefits and offices. Most activities are conducted in university,
military or other business locations of the management team. Internal
communication is frequent and highly effective through the electronic means that
underpin the growing trend toward telecommuting.

Quick-Med's Business Model

         Quick-Med's goal is to develop core technologies with multiple
applications in targeted areas showing what it perceives to be wide gaps between
available science and application. To accelerate


                                      -8-
<PAGE>
research and development Quick-Med has retained qualified researchers who it
believes can prototype, test and help to effectively commercialize attractive
products in targeted areas.

         When it develops new technologies, Quick-Med will seek patent
protection in all major geographic end markets and it will seek exclusive
ownership of the associated patent rights. Exclusive rights may maximize
Quick-Med's ability to profitably commercialize the technology. If Quick-Med
personnel are not the exclusive inventors of the technology, which means that
Quick-Med is not the sole owner of patent rights then there will be other
inventors who, according to patent law, are also able to exploit their rights
under the patent. While Quick-Med can still seek to commercialize the technology
under such a non-exclusive patent, its ability to do so is reduced since it
could face competition from one of the other inventors named on the patent, or
an entity to whom the other inventors might have assigned their rights. In cases
where there are such other inventors, Quick-Med will seek a license agreement
with the other inventors or their assignees so that Quick-Med has exclusive
rights to commercialize the technology. To date, Quick-Med has licensed the
rights to 13 patents on an exclusive basis and has filed three patent
applications for its own inventions, none of which have been granted as of the
date of this report.

         For most of its intended products, Quick-Med does not intend to
manufacture and distribute to it's end-markets. Quick-Med expects to develop the
technology to the point of developing a prototype, determining the potential for
market acceptance and then finding a strategic partner or purchaser of the
potential product. It seeks to choose partners to reduce risk and accelerate
growth in manufacturing or distribution. For products where the ultimate end
user or buyer is a civilian entity, Quick-Med intends to license its technology
to a branded distributor and receive a royalty on end-market sales.
Manufacturing will also be outsourced, in many cases to the same company
distributing the product. For products where the user is a military or civil
defense entity, Quick-Med may sell the product itself to the user but will
outsource manufacturing to firms with military approval. In this case revenues
can be earned directly from sales.

         Quick-Med believes that there can be significant benefits to strategic
partnerships with larger corporations. Larger corporations may have capital,
manufacturing resources, access to markets, and strong consumer brands.
Quick-Med seeks to gain the capacity and channels to deliver its technology and
Quick-Med believes that the larger companies need to add new products to their
lines, assuring successful relationships.

         Quick-Med currently conducts its research with contract research
organizations. It has recently opened a research facility with one of these
contract research organizations in Gainesville, Florida near its University of
Florida researchers. Research and development is also being conducted with the
US Army pursuant to a CRADA agreement.

         In the future, Quick-Med intends to conduct research and development in
its own facilities or with contract research organizations. Research and
development is completed at such time as a potential product has proven efficacy
and safety. If the product requires regulatory approval, then regulatory review
will occur subsequent to completion of research and development. If no approval
is required, then the product will be commercialized upon completion of
development. If available, Quick-Med will seek patent protection as soon in the
development stage as management determines a patentable invention has been
discovered.

         Most of Quick-Med's proposed products will require regulatory approval
before they can be sold. Quick-Med has not yet commenced the regulatory approval
process on any of its products or


                                      -9-
<PAGE>

made any filings with government agencies other than its patent applications.
Quick-Med cannot predict when regulatory filings will be made and when the
process will be completed.

Management Team

         Quick-Med's management team is composed of bankers, attorneys, retired
military generals and business professionals, all with 16 to 35 years of
experience in their respective fields, and have attained senior levels in their
corporate, scientific or military careers.

Scientific Team

         Quick-Med's scientific team consists of experienced leading academic
and private sector researchers in the targeted research and development
segments. The team has extensive experience in the areas of wound healing,
cosmetic skin treatments, biochemistry, physical and surface chemistry and
material science. The team has also extensive experience in managing research
and development processes for both the military and major private sector
companies. Quick-Med has retained five scientists as consultants. Three
additional scientists serve as officers and directors but do not receive any
compensation.

Products Under Development

         Quick-Med's strategy is to develop core technologies that can apply to
multiple targets in the civilian and military health care markets. Quick-Med
presently has two technologies that it is seeking to use in four markets:

Ilomostat

         Quick-Med has an exclusive license on a new bio-medical compound called
Ilomostat. Ilomostat is a member of a class of compounds called Matrix
Metallaproteinese Inhibitors or MMPIs. As discussed in articles listed above in
Quick-Med Plan of Operations, scientific research by members of Quick-Med's team
and other independent researchers have shown that MMPIs block the production of
Matrix Metallaproteinese or, MMPs, in skin cells. They have also shown that MMPs
are naturally occurring compounds that can cause detrimental effects in the skin
when events trigger an over-production of MMPs in skin cells. Events that can
trigger an over-production of MMPs include certain external chemical exposures,
sun damage or even natural aging in which the levels of other compounds in skin
cells, such as estrogen in women, decline.

         This core technology will be developed into two product lines: chemical
warfare and skin care.

Chemical Warfare

         As exemplified by recent Anthrax incidents, chemical warfare is now a
the leading threat posed by rogue military states or terrorists. Quick-Med is
developing a post-injury chemical warfare agent for treatment of mustard gas and
other chemical burns to be sold to the U.S. military and friendly states, as
well as for civil defense. Related products to be developed will target the
civilian chemical burn market in areas like industrial accidents and civilian or
military exposures to hazardous materials.

         Quick-Med expects to complete research and development of the
post-injury agent within the next 12 to 24 months. It expects final product
specification, initial contract awards, manufacturing and distribution to be
initiated within 18 to 24 months of that. Quick-Med will have exclusive rights
to this


                                      -10-
<PAGE>

potential product subject to its obligation under the CRADA to sell any product
to the U.S. Army and is required to pay royalties to the MMP patent holder.

Skin Care

         Quick-Med believes that one of the largest health care markets is skin
care, especially in the aging population where natural chemical processes like
declining estrogen levels lead to skin deterioration. Quick-Med is developing an
anti-wrinkle cosmetic cream with particular application to post-menopausal women
as a healthier alternative to estrogen replacement. Related products will target
the general marketplace for skin care products.

         Quick-Med expects to complete research and development of the cosmetic
cream within the next 9 to 18 months. It expects to license the formulation to a
manufacturing and distribution partner within 6 to 12 months after completion of
research and development. Quick-Med has filed a patent application for the
formulation of this product and will have exclusive rights to this product,
subject to its obligation to pay royalties to the inventor.

Advanced Super Absorbent Polymers

         Quick-Med has filed a patent application for a second core technology
for super absorbent polymers that are chemically engineered to create new
products in the following target markets:

         Wound dressings

         Based upon a report by the Southern Technology Applications Center, or
STAC, which forecasts an aging population, Quick-Med believes the market for
severe or chronic wound dressings used in hospitals and outpatient facilities is
large and growing rapidly. Yet the technology used in the current high margin
products like the gauze bandage still found in most medicine cabinets lags far
behind available science. Quick-Med is developing a proprietary modern bandage,
which employs an advanced wound dressing that utilizes its super absorbent
polymer technology to deliver medication while disinfecting and absorbing
exudate.

         Quick-Med expects to complete research and development of the wound
dressing within 9 to 18 months. Quick-Med has filed a patent application that is
currently pending and will provide them with exclusive rights to use should a
patent be granted. It expects to license the technology to a manufacturing and
distribution partner within 6 to 12 months of that.

         Quick-Med is exploring other uses of this technology that would benefit
from the antimicrobial properties, since the dressing can be included in many
kinds of fabrics. Potential uses are surgical clothing, tablecloths. Shoes and
masks.

         Protective clothing

         Based on the Department of Defense Nuclear Biological/Chemical Defense
Annual Report to Congress Dated March 2000, the U.S. Army is expected to spend
over $1 billion in the next ten years on a 1950's technology for protecting
soldiers from chemical warfare attacks, which consists of heavy clothing laced
with activated carbon that is difficult to wear and requires frequent
replacement. Quick-Med is developing a new generation of fabric comprised of
layers of high efficiency filtration fiber webs, some of which are treated with
neutralizers for chemical warfare agents to replace existing


                                      -11-
<PAGE>

technology for protecting soldiers. Related products will target markets for
emergency response forces and hazardous material handlers.

         If sufficient funding is obtained, it expects to complete research and
development of a protective fabric within 18 to 30 months after funding. In
order to develop a commercial product, Quick-Med needs to find a manufacturing
partner that meets U.S. Military requirements within 6 to 12 months of that. It
expects shipments to the U.S. Military and first responder groups to begin in
2004. Quick-Med filed a provisional patent in October 2000 and filed the full
application in October 2001. Quick-Med will have exclusive rights to this
product.

         Assuming this reconfirmation offering and acquisition is completed,
Quick-Med's business will be our sole business.



                                      -12-
<PAGE>
Item 7. Financial Statements.



                         ABOVE AVERAGE INVESTMENTS, LTD.

                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                       YEARS ENDED JUNE 30, 2001 AND 2000




                                      -13-
<PAGE>


                                TABLE OF CONTENTS



Financial Statements:

       Independent Auditors Report..........................................F-2

       Balance Sheets as of June 30, 2001 and 2000..........................F-3

       Statements of Operations for the years ended June 30, 2001
         and 2000 and for the period from April 21, 1997 (inception)
         through June 30, 2001..............................................F-4

       Statements of Changes in Stockholders' Equity (Deficit) for
         the years ended June 30, 2001 and 2000 and for the period
         from April 21, 1997 (inception) through June 30,
         2001...............................................................F-5

       Statements of Cash Flows for the years ended June 20, 2001
         and 2000 and for the period from April 21, 1997 (inception)
         through June 30, 2001..............................................F-6

       Notes to Financial Statements............................F-7 through F-12



                                      F-1
<PAGE>

                       DASZKAL BOLTON MANELA DEVLIN & CO.
                          CERTIFIED PUBLIC ACCOUNTANTS
                   A PARTNERSHIP OF PROFESSIONAL ASSOCIATIONS

       2401 N.W. BOCA RATON BOULEVARD, SUITE 100 BOCA RATON, FLORIDA 33431
                   TELEPHONE (561) 367-1040 FAX (561) 750-3236

JEFFREY A. BOLTON, CPA, P.A.                    MEMBER OF THE AMERICAN INSTITUTE
MICHAEL I. DASZKAL, CPA, P.A.                    OF CERTIFIED PUBLIC ACCOUNTANTS
ROBERT A. MANELA, CPA, P.A.
TIMOTHY R. DEVLIN. CPA, P.A.
MICHAEL S. KRIDEL, CPA, P.A.


                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Stockholders
Above Average Investments, Ltd.


We have audited the accompanying balance sheets of Above Average Investments,
Ltd. (a Development Stage Company) as of June 30, 2001, and the related
statements of operations, changes in stockholders' equity (deficit) and cash
flows for the year then ended and for the period from April 21, 1997 (inception)
through June 30, 2001. We did not audit the period from April 21, 1997
(inception) through June 30, 2000, which statements reflect a cumulative loss
totaling $18,915. Those statements were audited by other auditors whose reports
have been furnished to us and our opinion, insofar as it relates to the
cumulative amounts for the period ending June 30, 1997 through June 30, 2000, is
based solely on the reports of the other auditors. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit 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 misstatement. 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 Above Average Investments, Ltd.
as of June 30, 2001, and the results of its operations and its cash flows for
the year then ended and for the period from April 21, 1997 (inception) through
June 30, 2001 in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. The Company has experienced recurring losses
in the development stage. These matters raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans regarding
those matters are described in the footnotes accompanying the financial
statements. These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


                                          /s/ DASZKAL BOLTON MANELA DEVLIN & CO.
Boca Raton, Florida
November 28, 2001

                                      F-2
<PAGE>
ABOVE AVERAGE INVESTMENTS, LTD.
(A Development Stage Company)
BALANCE SHEETS
JUNE 30, 2001 AND 2000

================================================================================
                                     ASSETS

                                                              2001        2000
                                                            --------    --------

Prepaid acquisition costs                                   $ 10,030    $     -
                                                            --------    --------

              Total assets                                  $ 10,030    $     -
                                                            ========    ========


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
    Accounts payable and accrued liabilities                $129,065    $ 3,795
    Liability to repurchase stock                             25,000          -
                                                            --------          -

              Total current liabilities                      154,065      3,795
                                                            --------    -------

Common stock subject to redemption; 2,500,000 shares         125,000          -
Stock subscriptions receivable                              (125,000)         -
                                                            --------    -------
              Total                                                -          -
                                                            --------    -------

Stockholders' deficit:
    Common stock, $0.0001 par value, 100,000,000 shares
      authorized; 500,000 shares issued and outstanding           50         50
    Additional paid-in capital                                 2,365     15,070
    Accumulated deficit                                     (146,450)   (18,915)
                                                            --------    -------
              Total stockholders' deficit                   (144,035)    (3,795)
                                                            --------    -------

              Total liabilities and stockholders' deficit   $ 10,030    $     -
                                                            ========    =======


                 See accompanying notes to financial statements.

                                       F-3

<PAGE>
<TABLE>
ABOVE AVERAGE INVESTMENTS, LTD.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 2001 AND 2000
<CAPTION>

                                                                                         April 21, 1997
                                                                   Year Ended              (inception)
                                                                    June 30,                 through
                                                           --------------------------        June 30,
                                                              2001            2000            2001
                                                           ----------      ----------      -----------
Costs and expenses:
<S>                                                        <C>             <C>               <C>
    Legal fees                                             $  94,584       $   8,629         103,213
    Accounting fees                                           25,970           2,233          29,826
    Printing                                                   6,804           5,954          12,758
    Licenses and fees                                            177             341             603
    Stock-based compensation for organizational costs           --              --                50
                                                           ---------       ---------       ---------

Loss from operations                                        (127,535)        (17,157)       (146,450)
                                                           ---------       ---------       ---------

Net loss                                                   $(127,535)      $ (17,157)      $(146,450)
                                                           =========       =========       =========


Net loss per share - basic and diluted                     $   (0.26)      $   (0.03)
                                                           =========       =========
Weighted average number of shares - basic and diluted        500,000         500,000
                                                           =========       =========

</TABLE>

                See accompanying notes to financial statements.



                                      F-4
<PAGE>
<TABLE>
ABOVE AVERAGE INVESTMENTS, LTD.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED JUNE 30, 2001 AND 2000
<CAPTION>
                                                                                               Deficit
                                                                                              Accumulated
                                      Preferred Stock          Common Stock      Additional     During
                                    -------------------    --------------------    Paid-in    Development
                                     Shares     Amount      Shares      Amount     Capital       Stage        Total
                                    --------   --------    --------    --------   ---------   -----------   ----------

<S>                                  <C>        <C>         <C>       <C>         <C>          <C>          <C>
Beginning balance, April 21, 1997         -     $  --          --     $    --     $    --      $    --      $    --

Common stock issued in exchange
 for organization costs                   -        --       500,000          50        --           --             50

Net loss for the period ended
 June 30, 1997                            -        --          --          --          --            (50)         (50)
                                     ------     -------   ---------   ---------   ---------    ---------    ---------

Balance, June 30, 1997                    -        --       500,000          50        --            (50)        --

Net loss for the year ended
 June 30, 1998                            -        --          --          --          --           --           --
                                     ------     -------   ---------   ---------   ---------    ---------    ---------

Balance, June 30, 1998                    -        --       500,000          50        --            (50)        --

Third party expenses paid by an
 affiliate on behalf of the Company       -        --          --          --            85         --             85

Net loss for the year ended
 June 30, 1999                            -        --          --          --          --         (1,708)      (1,708)
                                     ------     -------   ---------   ---------   ---------    ---------    ---------

Balance, June 30, 1999                    -        --       500,000          50          85       (1,758)      (1,623)

Third party expense paid by an
 affiliate on behalf of the Company       -        --          --          --        14,985         --         14,985

Net loss for the year ended
 June 30, 2000                            -        --          --          --          --        (17,157)     (17,157)
                                     ------     -------   ---------   ---------   ---------    ---------    ---------

Balance, June 30, 2000                    -        --       500,000          50      15,070      (18,915)      (3,795)

Third party expenses paid by an
 affiliate on behalf of the Company       -        --          --          --        12,295         --         12,295

Common stock to be repurchased            -        --          --          --       (25,000)        --        (25,000)

Net loss for the year ended
 June 30, 2001                            -        --          --          --          --       (127,535)    (127,535)
                                    -------     -------   ---------   ---------   ---------    ---------    ---------

Balance, June 30, 2001                    -     $  --       500,000   $      50   $   2,365    $(146,450)   $(144,035)
                                    =======     =======   =========   =========   =========    =========    =========
</TABLE>

                 See accompanying notes to financial statements.

                                      F-5
<PAGE>
<TABLE>
ABOVE AVERAGE INVESTMENTS, LTD.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2001 AND 2000
<CAPTION>
                                                                                         April 21, 1997
                                                                     Year Ended           (inception)
                                                                      June 30,             through
                                                             --------------------------    June 30,
                                                                 2001           2000         2001
                                                             ------------   ------------  -----------

       Net cash provided by operating activities:
<S>                                                           <C>            <C>           <C>
          Net loss                                            $(127,535)     $ (17,157)    $(146,450)
          Non-cash transactions:
              Stock-based compensation for
                organizational costs                               --             --              50
               Third party expenses paid by affiliate on
                behalf of  the Company, recorded as
                additional paid-in capital                       12,295         14,985        27,365
          Changes in operating assets and liabilities:
              Prepaid acquisition costs                         (10,030)          --         (10,030)
              Accounts payable and accrued liabilities          125,270          2,172       129,065
                                                              ---------      ---------     ---------
       Net cash used in operating activities                       --             --            --
                                                              ---------      ---------     ---------

       Net cash used in financing activities                       --             --            --
                                                              ---------      ---------     ---------

       Net cash from investing activities                          --             --            --
                                                              ---------      ---------     ---------

       Net increase in cash and equivalents                        --             --            --

       Cash at beginning of period                                 --             --            --
                                                              ---------      ---------     ---------

       Cash at end of period                                  $    --        $    --       $    --
                                                              =========      =========     =========

       Supplemental disclosure of cash flow information:
          Cash paid during the period for:
              Interest                                        $    --        $    --       $    --
                                                              =========      =========     =========
              Income taxes                                    $    --        $    --       $    --
                                                              =========      =========     =========

       Non-cash financing activities:
          500,000 shares common stock issued for services     $    --        $    --       $      50
                                                              =========      =========     =========
          Liability to repurchase stock and decrease in
            additional paid in capital                        $  25,000      $    --       $  25,000
                                                              =========      =========     =========
</TABLE>
                 See accompanying notes to financial statements.

                                      F-6
<PAGE>
ABOVE AVERAGE INVESTMENTS, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
================================================================================

NOTE 1 - BASIS OF PRESENTATION

Above Average Investments, Ltd. (the "Company") was incorporated under the laws
of Nevada on April 21, 1997 to engage in any lawful corporate undertaking. The
Company entered into the development stage in accordance with Statements of
Financial Accounting Standards (SFAS) no. 7 and is a "blank check" company with
the purpose to evaluate, structure and complete a merger with, or acquisition
of, a privately owned corporation.

The Company has been in the development stage since inception and has no
significant operations to date. Since its inception, the Company has been
dependent upon the receipt of capital investment or other financing to fund its
continuing activities. In addition to the normal risks associated with a new
business venture, there can be no assurance that the Company will successfully
complete a merger with an operating company. Further, the Company is dependent
upon certain related parties to provide continued funding and capital resources.


NOTE 2 - MANAGEMENT'S PLANS AND ISSUES AFFECTING LIQUIDITY

The Company's financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has sustained losses since
inception and no revenue. There is substantial doubt about the Company's ability
to continue as a going concern. The financial statements do not include any
adjustments to reflect the possible effects on the amounts and classification of
liabilities that may result from the outcome of this uncertainty.


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash Equivalents

The Company considers all highly liquid investments with original maturities of
three months or less when purchased to be cash equivalents. The Company has no
cash equivalents at June 30, 2001 and 2000.

Use of Estimates

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts of assets and liabilities;
disclosure of contingent assets and liabilities at the date of the financial
statements; and the reported amounts of revenues and expenses during the
reporting period. Accordingly, actual results could differ from those estimates.

Earnings Per Share

Earnings per share are computed based on the weighted average number of common
shares as if they were outstanding. Basic and diluted earnings per share are the
same for the years ended 2001 and 2000.


                                      F-7
<PAGE>
ABOVE AVERAGE INVESTMENTS, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
================================================================================

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,  continued

Stock-Based Compensation

SFAS No. 123, "Accounting for Stock-Based Compensation," was issues in October
1995. This accounting standard permits the use of either a fair value based
method or the method defined in Accounting Principles Board Opinion 25,
"Accounting for Stock Issued to Employees" ("APB 25") to account for stock-based
compensation arrangements. Companies that elect to use the method provided in
APB 25 are required to disclose pro forma net income and earnings per share that
would have resulted from the use of the fair value based method. The Company has
elected to continue to determine the value of stock-based compensation
arrangements under the provisions of APB 25. For stock issued to officers the
fair value approximates the intrinsic value. Therefore, no pro forma disclosures
are presented.

Fair Value of Financial Instruments

SFAS 107, "Disclosure About Fair Value of Financial Instruments," requires
certain disclosures regarding the fair value of financial instruments. The
Company has determined, based on available market information and appropriate
valuation methodologies, the fair value of its financial instruments
approximates carrying value. The carrying amounts of cash, accounts payables,
and other accrued liabilities approximate fair value due to the short-term
maturity of the instruments.

Recently Issued Accounting Pronouncements

On June 29, 2001, the Financial Accounting Standards Board ("FASB") unanimously
approved the issuance of Statements of Financial Accounting Standards No. 141,
Business Combinations (Statement 141), and No. 142, Goodwill and Other
Intangible Assets (Statement No. 142). Statement No. 141 eliminates the
pooling-of-interests method of accounting for business combinations except for
qualifying business combinations that were initiated prior to July 1, 2001.
Statement No. 141 changes the criteria to recognize intangible assets apart from
goodwill. The requirements of Statement No. 141 are effective for any business
combination accounted for by the purchase method that is completed after June
30, 2001.

Under Statement No. 142, goodwill and indefinite lived intangible assets are no
longer amortized but are reviewed annually, or more frequently if impairment
indicators arise, for impairment. Identifiable intangible assets will continue
to be amortized over their estimated useful lives. The requirements of Statement
No. 142 are effective for fiscal years beginning after December 15, 2001.

In June 2001, the FASB also approved for issuance Statement of Financial
Accounting Standards No. 143, Asset Retirement Obligations. The Statement
establishes accounting requirements for obligations associated with tangible
long-lived assets.

The adoption of Statements No. 141, 142 and 143 are not expected to have a
material effect on the Company's financial position or results of operations.

The Company will continue to review these new accounting pronouncements over
time to determine if any additional disclosures are necessary based on evolving
circumstances.


NOTE 4 - RELATED PARTY TRANSACTIONS

The Company maintains a mailing address at an affiliate's address. This address
is Suite 104, 1456 St. Paul Street, Kelowa, B.C., Canada, V1Y 2E6. At this time
the Company has no need for an office.

                                      F-8
<PAGE>
ABOVE AVERAGE INVESTMENTS, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
================================================================================

NOTE 4 - RELATED PARTY TRANSACTIONS, continued

The Company has issued 500,000 shares of common stock to an officer in exchange
for services related to management and organization costs of $50. The officer
will provide administrative and marketing services as needed. The officer may,
from time to time, advance to the Company any additional funds that the Company
needs for costs in connection with searching for or completing an acquisition or
merger.

The Company does not maintain a checking account and all expenses incurred by
the Company are paid by an affiliate. For the years ended June 30, 2001 and
2000, the affiliate paid $12,295 and $14,985 in expenses on behalf of the
Company. The affiliate does not expect to be repaid for the expenses it pays on
behalf of the Company. Accordingly, as the expenses are paid, they are
classified as additional paid-in capital.


NOTE 5 - INCOME TAXES

The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes." This
standard requires, among other things, recognition of future tax consequences,
measured by enacted tax rates attributable to taxable and deductible temporary
differences between financial statement and income tax bases of assets and
liabilities. Valuation allowances are established, when necessary, to reduce the
deferred tax assets to the amounts expected to be realized. Income tax expense
or benefit is the tax payable or refundable, respectively, for the period plus
or minus the change during the period in the deferred tax assets and
liabilities. The tax amounts have been calculated using the 34% and 19.04%
federal income tax rates for the years ended June 30, 2001 and 2000,
respectively.

The Company's evaluation of the tax benefit of its net operating loss
carryforward is presented in the following table. The tax amounts have been
calculated using the 34% and 19.04% federal income tax rates.


                                                     Year Ended June 30,
                                              ----------------------------------
                                                    2001              2000
                                              ----------------   ---------------

U.S. statutory federal rate                         34.00%            15.00%
State income tax rate, net of federal benefit        0.00%             4.04%
Net operating loss for which no tax benefit
  is currently available                           -34.00%           -19.04%
                                              ----------------   ---------------
                                                     0.00%             0.00%
                                              ================   ===============


                                      F-9
<PAGE>
ABOVE AVERAGE INVESTMENTS, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
================================================================================

NOTE 5 - INCOME TAXES, continued

Reconciliation of the federal statutory income tax rate to the Company's
effective income tax rate is as follows:

                                                      Year Ended June 30,
                                                --------------------------------
                                                     2001               2000
                                                ---------------    -------------
Benefit computed at the statutory rates
  (34% and 19.04%, respectively)                   $ (43,362)        $ (3,266)
Reinstatement/change in deferred tax
  asset valuation allowance                           43,362            3,266
                                                    --------          -------
Tax provision (benefit)                            $      -          $     -
                                                    ========          =======

The components of the deferred tax assets were as follows at June 30:

                                                      Year Ended June 30,
                                                --------------------------------
                                                     2001               2000
                                                ---------------    -------------
Deferred tax assets:
     Net operating loss carryforward               $  12,577         $  3,266
     Start-up costs                                   30,785               -
                                                    --------               -
         Total deferred tax assets                    43,362            3,266
                                                    --------          -------

Deferred tax liabilities:
     Other                                                -                -
                                                    --------          -------
         Total deferred tax liabilities                   -                -
                                                    --------          -------
         Net deferred tax asset                       43,362            3,266
                                                    --------          -------

Valuation allowance:
     Beginning of year                                (3,266)              -
     Increase during the year                        (40,096)          (3,266)
                                                    --------          -------
         Ending balance                              (43,362)          (3,266)
                                                    --------          -------
         Net deferred taxes                        $      -          $     -
                                                    ========          =======

As of June 30, 2001, the Company's net operating loss carry forward of
approximately $36,990 will expire from 2019 through 2020.

                                      F-10

<PAGE>
ABOVE AVERAGE INVESTMENTS, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
================================================================================

NOTE 6 - STOCKHOLDERS' EQUITY (DEFICIT)

The Company initially authorized 25,000 shares of $1.00 par value common stock.
On August 3, 1999 the Board of Directors approved an increase in authorized
shares to 100,000,000 and changed the par value to $0.0001. On April 22, 1997
the Company issued 500,00 shares of common stock for services valued at $0.0001
per share. The shares were valued nominally at $50 as there was no market price
for the Company's common stock as of the date of issuance.

On August 19, 1999 the Company filed amended articles with the state of Nevada
to change the authorized shares of common stock originally approved by the Board
of Directors on April 21, 1997 from 25,000, no par value to 100,000,000, $0.0001
par value. Nevada Revised Statutes Section 78.385 (C) treats this amendment as
if it was filed on April 21, 1997, therefore, giving the Company enough shares
for the original issuance of 500,000 shares of common stock.

In December 2000, the Company completed an initial public offering of 2,500,000
common shares at $0.05 per share for cash proceeds of $125,000. Beginning in
September 2001, the proceeds of the offering and the common stock issued
pursuant thereto are being held in an escrow account, and shall remain in the
escrow account until an acquisition meeting specific criteria is completed, and
before the deposited funds and deposited securities can be released to the
Company and the investors, respectively, the Company is required to update its
registration statement with post-effective amendment, and within five business
days after the effective date thereof, the Company is required to furnish the
investors with the prospectus produced thereby containing the terms of a
reconfirmation offer and information regarding the proposed acquisition
candidate and its business. Investors must have no fewer than 20 and no more
than 45 business days from the effective date of the post-effective amendment to
decide to reconfirm their investment and remain an investor or, alternatively,
require the return of their investment. Each investor shall have 20 business
days from the date of this prospectus to reconfirm their investment. Any
investor not making any decision within the 20-business-day period will
automatically have their investment returned (see note 7).

If the Company does not complete an acquisition meeting the specified criteria
within 18 months of the effective date of its initial public offering, all of
the deposited funds in the escrow account must be returned to investors.

The 500,000 shares issued and outstanding prior to the shares sold in the
offering completed in December 2000 will be purchased by the Company as part of
the merger for $0.05 per share. These shares will be cancelled when the merger
is consummated. The Company has recorded a $25,000 liability for the payment for
these shares.


NOTE 7 - ESCROW ACCOUNT DISCREPANCY

In September 2001, our auditors discovered that the $125,000 raised in the Rule
419 offering that closed on November 28, 2000 had not been deposited in the
escrow account at City National Bank. Therefore, these funds were not in our
possession and should not have been included on the balance sheets of our
December 31, 2000 and March 31, 2001 reports on Form 10-QSB. Amendments to these
reports have been prepared and filed with the SEC.

The funds have been held on deposit in the trust account of Martin & Adams,
PLLC, a Washington, D.C. law firm which held the funds on behalf of Euro
Atlantic Capital Corporation ("Euro"), the organization that is facilitating the
merger of our company and Quick-Med. Euro received no commissions or other
compensation for raising these funds, and is one of the investors in the
offering. Euro acted as Quick-Med's agent in locating a blank check company in
order to execute a reverse merger and become a public company. When this
discrepancy was brought to the attention of our management, the law firm was
immediately notified to transfer the funds. The funds were transferred to City
National Bank on September 10, 2001, and received into the escrow account on
September 12, 2001.

                                      F-11

<PAGE>
ABOVE AVERAGE INVESTMENTS, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
================================================================================

NOTE 8 - MERGER AGREEMENT

During March 2001, the Company entered into an agreement with Quick-Med
Technologies, Inc. (QMT), a Delaware corporation, and its shareholders to
acquire all of the issued and outstanding shares of capital stock of QMT in
exchange for 10,260,000 shares of the Company's capital stock. For accounting
purposes, the public shell merger will be treated as a recapitalization of QMT.
The value of the net assets of the Company after the public shell merger is the
same as their historical book value.

Subsequent to the merger, assuming all of the Company's shareholders reconfirm
their investment, the Company's shareholders will retain approximately 20% of
the outstanding shares of the Company's capital stock. Upon ratification of the
public shell merger by its shareholders, the Company will change its name to
Quick-Med Technologies, Inc.



                                      F-12
<PAGE>
Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.

         There are no changes in or disagreements with accountants to be
disclosed pursuant to Item 304 of Regulation S-B.

                                    PART III

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

         Set forth below are the present directors and executive officers of the
Company. Note that there are no other persons who have been nominated or chosen
to become directors nor are there any other persons who have been chosen to
become executive officers. There are no arrangements or understandings between
any of the directors, officers and other persons pursuant to which such person
was selected as a director or an officer. Directors are elected to serve until
the next annual meeting of stockholders and until their successors have been
elected and have qualified. Officers serve at the discretion of the Board of
Directors.

Name                        Age              Position

Devinder Randhawa           41               President, Chairman
Robert Hemmerling           41               Secretary, Treasurer, Director

         The above listed officers and directors will serve until the next
annual meeting of the shareholders or until their death, resignation,
retirement, removal, or disqualification, or until their successors have been
duly elected and qualified. Vacancies in the existing Board of Directors are
filled by majority vote of the remaining Directors. Our officers serve at the
will of the Board of Directors. There are no family relationships between any
executive officer and director.

Resumes

         Devinder Randhawa, President and chairman, was appointed to his
positions on September 19, 1997. Upon completing his MBA in 1985, Mr. Randhawa
has been in the venture capital/corporate finance (sub-investment banking). Mr.
Randhawa was either a registered representative or an analyst for 8 years before
founding RD Capital Inc. RD Capital, Inc. is a privately held consulting firm
assisting emerging companies in the resource and non-resource sectors. Mr.
Randhawa was the founder of startups such as First Smart Sensor and Strathmore
Resources Ltd. Mr. Randhawa received a Bachelors Degree in Business
Administration with Honors from Trinity Western College of Langley, British
Columbia in 1983 and received his MBA from the University of British Columbia in
1985. He devotes a nominal part of his time to our business.

         Robert Hemmerling, Secretary, Treasurer and director, was appointed to
his positions on September 19, 1997. In addition to his positions with us, since
September 1996, Mr. Hemmerling has been employed with Strathmore Resources,
Ltd., Kelowna, British Columbia in the investor relations department. Strathmore
Resources is engaged in the business of acquiring and developing uranium
properties. Prior, from January 1996 through August 1996, Mr. Hemmerling was
unemployed. From January 1992 through December 1995, Mr. Hemmerling was an
electrician with Concord Electric, Kelowna, British Columbia. He devotes his
time as necessary to our business, which time is expected to be nominal.



                                      -14-
<PAGE>
Item 10. Executive Compensation.

         None of our officers and/or directors have received any compensation
for their respective services rendered unto us. They all have agreed to act
without compensation until authorized by the Board of Directors, which is not
expected to occur until the we have generated revenues from operations after
consummation of a merger or acquisition. As of the date of this report, we have
no funds available to pay directors. Further, none of the directors are accruing
any compensation pursuant to any agreement with us.

         It is possible that, after we successfully consummate a merger or
acquisition with an unaffiliated entity, that entity may desire to employ or
retain one or a number of members of our management for the purposes of
providing services to the surviving entity. However, we have adopted a policy
whereby the offer of any post-transaction employment to members of management
will not be a consideration in our decision to undertake any proposed
transaction. Each member of management has agreed to disclose to the Board of
Directors any discussions concerning possible employment by any entity that
proposes to undertake a transaction with us and further, to abstain from voting
on the transaction. Therefore, as a practical matter, if each member of the
Board of Directors is offered employment in any form from any prospective merger
or acquisition candidate, the proposed transaction will not be approved by the
Board of Directors as a result of the inability of the Board to affirmatively
approve the transaction. The transaction would then be presented to our
shareholders for approval.

         It is possible that persons associated with management may refer a
prospective merger or acquisition candidate to us. In the event we consummate a
transaction with any entity referred by associates of management, it is possible
that the associate will be compensated for their referral in the form of a
finder's fee. It is anticipated that this fee will be either in the form of
restricted common stock issued by us as part of the terms of the proposed
transaction, or will be in the form of cash consideration. However, if
compensation is in the form of cash, payment will be tendered by the acquisition
or merger candidate, because we have insufficient cash available. The amount of
any finder's fee cannot be determined as of the date of this report, but is
expected to be comparable to consideration normally paid in like transactions,
which range up to ten (10%) percent of the transaction price. No member of
management will receive any finders fee, either directly or indirectly, as a
result of their respective efforts to implement our business plan.

         No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company for the
benefit of its employees.


                                      F-15
<PAGE>
Item 11. Security Ownership of Certain Beneficial Owners and Management.

         The table below lists the beneficial ownership of our voting securities
by each person known by us to be the beneficial owner of more than 5% of our
securities, as well as the securities beneficially owned by all our directors
and officers. Unless specifically indicated, the shareholders listed possess
sole voting and investment power with respect to the shares shown.

                         Name and             Amount and
                         Address of            Nature of
                         Beneficial            Beneficial             Percent of
   Title of Class           Owner                 Owner                 Class

      Common             Devinder Randhawa        152,000                30.4%
                         Suite 104
                         1456 St. Paul St.
                         Kelowna, B.C.
                         Canada V1Y 2E6

      Common             Bob Hemmerling           152,000                30.4%
                         Suite 104
                         1456 St. Paul St.
                         Kelowna, B.C.
                         Canada V1Y 2E6

      Common             All Officers and         304,000                60.8%
                         Directors as a
                         Group (2 persons)

         None of our other shareholders hold 5% or more of our outstanding
common stock.

Item 12. Certain Relationships and Related Transactions.

         There have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant to Item 404 of
Regulation S-B.

Item 13. Exhibits and Reports on Form 8-K.

                                    Exhibits

3.1*        Amendment to Articles of Incorporation
3.2*        Bylaws
3.3*        Specimen Informational Statement
4.1.1*      Form of Lock-up Agreement Executed by the Company's Shareholders
10.1.1**    Merger Agreement
10.1.2**    Amendment to Merger Agreement
10.1.2**    Escrow Agreement

*Filed as an Exhibit to the Company's Registration Statement on Form 10-SB, file
no. 000-27545, dated October 4, 1999, and incorporated herein by this reference.


                                      -16-
<PAGE>

**Incorporated by reference to the Company's Form SB-2, filed July 14, 2000
(File No. 333-41672), and amendments thereto.

Reports on Form 8-K

None.



                                      -17-
<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.

Above Average Investments, Ltd.





By     /s/ Devinder Randhawa
     ----------------------------
     Devinder Randhawa, President


Date:  January 2, 2002


         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/ Devinder Randhawa
     ----------------------------
     Devinder Randhawa, President


Date: January 2, 2002



By      /s/ Bob Hemmerling
     ----------------------------
     Bob Hemmerling, Secretary
       and Director


Date: January 2, 2002



                                      -18-