U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                  FORM 10-QSB/A
                                   (Mark One)

[X]    Quarterly report pursuant section 13 or 15(d) of the Securities
       Exchange Act of 1934
               For the quarterly period ended March 31, 2001

[ ]    Transition report pursuant 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.
--------------------------------------------------------------------------------
              (Exact name of small business issuer in its charter)


             Nevada                                           98-0204736
--------------------------------------------------------------------------------
     (State or other jurisdiction of                        (IRS Employer
      Incorporation or organization)                       Identification No.)



   Suite 104, 1456 St. Paul Street, Kelowna, British Columbia, Canada V1Y 2E6
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (250) 868-8177
--------------------------------------------------------------------------------
                           (Issuer's telephone number)

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

Number of shares outstanding of the issuer's classes of common equity, as of
March 31, 2001:

                   500,000 Shares of Common Stock (One Class)

Transitional Small Business Disclosure Format: Yes ___ No _X_

     This document consists of 17 pages, excluding exhibits. The Exhibit Index
is on page 16.
<PAGE>
                         ABOVE AVERAGE INVESTMENTS, LTD.

Part I

Item 1.  Financial Statements.................................................3

Item 2.  Management's Discussion and Analysis.................................8

Part II

Item 6.  Exhibits and Reports on Form 8-K....................................16

Signatures...................................................................17

                      FINANCIAL STATEMENT TABLE OF CONTENTS

Condensed Financial Statements:

Condensed Balance Sheet (unaudited) as of March 31, 2001......................3

Condensed Statements of Operations (unaudited) for the three
months ended March 31, 2001 and 2000, nine months ended
March 31, 2001 and 2000 and from April 21, 1997 (inception)
through March 31, 2001........................................................4

Condensed Statements of Cash Flows (unaudited)
for the nine months ended March 31, 2001 and 2000 and from
April 21, 1997 (inception)through March 31, 2001..............................5

Notes to Condensed Financial Statements.....................................6-7


                                      -2-
<PAGE>
ABOVE AVERAGE INVESTMENTS, LTD.
(A Development Stage Company)
CONDENSED BALANCE SHEET
(UNAUDITED)
================================================================================
Part I
Item 1. Financial Statements

                                     ASSETS

                                                                  March 31, 2001
                                                                  --------------
Restricted cash                                                      $       -
Prepaid acquisition costs                                            $  10,030
                                                                     ---------
              Total assets                                           $  10,030
                                                                     =========


                    LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
   Accrued liabilities                                               $  73,201
   Liability to repurchase stock                                        25,000
                                                                     ---------
              Total current liabilities                              $  98,201

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
   Additional paid-in capital                                            2,324
   Deficit accumulated during the development stage                    (90,545)
                                                                     ---------
              Total stockholders' deficit                              (88,171)
                                                                     ---------
              Total liabilities and stockholders' deficit            $  10,030
                                                                     =========

            See accompanying notes to condensed financial statements.

                                       -3-
<PAGE>
<TABLE>
ABOVE AVERAGE INVESTMENTS, LTD.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
====================================================================================================================================
<CAPTION>

                                                           Three Months Ended             Nine Months Ended        April 21, 1997
                                                                March 31,                      March 31,         (inception) through
                                                       ---------------------------    --------------------------      March 31,
                                                            2001          2000            2001          2000            2001
                                                       ------------    -----------    -----------    -----------    ------------

Costs and expenses:
<S>                                                     <C>            <C>            <C>            <C>            <C>
    Legal fees                                          $    10,398    $     2,236    $    55,521    $     6,622    $    64,151
    Accounting fees                                           3,545            250          9,150          2,106         13,006
    Printing                                                      -          2,865          6,804          5,026         12,758
    Licenses and fees                                            59              -            154             85            580
    Stock-based compensation for
      organizational costs                                        -              -              -              -             50
                                                        -----------    -----------    -----------    -----------    -----------

Loss from operations                                        (14,002)        (5,351)       (71,629)       (13,839)       (90,545)
                                                        -----------    -----------    -----------    -----------    -----------

Benefit (provision) for income taxes                              -              -              -              -              -
                                                        -----------    -----------    -----------    -----------    -----------

Net loss                                                $   (14,002)   $    (5,351)   $   (71,629)   $   (13,839)   $   (90,545)
                                                        ===========    ===========    ===========    ===========    ===========


Net loss per share - basic and diluted                  $     (0.01)   $     (0.01)   $     (0.05)   $     (0.03)
                                                        ===========    ===========    ===========    ===========
Weighted average number of shares -
  basic and diluted                                       3,000,000        500,000      1,518,519        500,000
                                                        ===========    ===========    ===========    ===========

</TABLE>

            See accompanying notes to condensed financial statements.


                                       -4-
<PAGE>
<TABLE>
ABOVE AVERAGE INVESTMENTS, LTD.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
================================================================================================================
<CAPTION>

                                                                           Nine Months Ended     April 21, 1997
                                                                               March 31,       (inception) through
                                                                        -----------------------     March 31,
                                                                           2001          2000         2001
                                                                        -----------   ----------  -----------
Net cash provided by operating activities:
<S>                                                                      <C>          <C>          <C>
   Net loss                                                              $ (71,629)   $ (13,839)   $ (90,545)
   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                                             12,253       12,344       27,324
   Changes in operating assets and liabilities:
       Prepaid acquisition costs                                           (10,030)           -      (10,030)
       Accounts payable and accrued liabilities                             69,406        1,495       73,201
                                                                         ---------    ---------    ---------

Net cash used in operating activities                                            -            -            -
                                                                         ---------    ---------    ---------

Net cash provided (used) by investing activities                                 -            -            -
                                                                         ---------    ---------    ---------

Net cash provided (used) by financing 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 condensed financial statements.

                                       -5-
<PAGE>
ABOVE AVERAGE INVESTMENTS, LTD.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
================================================================================

NOTE 1 - BASIS OF PRESENTATION
------------------------------

The accompanying unaudited condensed financial statements of Above Average
Investments, Ltd. (the "Company") have been prepared in accordance with the
accounting policies in its audited financial statement for the year ended June
30, 2000 as filed in its form SB-2/A filed July 31, 2000 and should be read in
conjunction with the notes thereto. The Company entered the development stage in
accordance with Statements of Financial Accounting Standard ("SFAS") No. 7 on
April 21, 1997 and is a "blank check" company with the purpose to evaluate,
structure and complete a merger with, or acquisition of, a privately owned
corporation.

In the opinion of management, all adjustments consisting of normal recurring
adjustments considered necessary to provide a fair presentation of the operating
results for the interim periods presented have been made. These results have
been determined on the basis of generally accepted accounting principles and
practices applied consistently with those used in the preparation of the
Company's Annual Financial Statements for the for the year ended June 30, 2000.
Operating results for the nine months ended March 31, 2001 are not necessarily
indicative of the results that may be expected for the year ending June 30,
2001.

Since its inception, the Company has been dependent upon certain related parties
to provide continued funding and capital resources to fund its negative cash
flow from operations. The Company's auditors have included a paragraph in their
audit report in the Company's annual financial statements for the year ended
June 30, 2000, which expresses concern about the Company's ability to continue
as a going concern unless it can secure continued funding or successfully
develop its product.

It is recommended that the accompanying condensed financial statements be read
in conjunction with the June 30, 2000 audited financial statements and the notes
thereto, included in the Company's Annual Report on Form 10-KSB.

NOTE 2 - SHARE CAPITAL
----------------------

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.

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. (See
note 3)

The 500,000 shares issued and outstanding prior to the shares sold in the
offering completed in December 2000 will be purchased by Quick-Med Technologies,
Inc ("QMT") 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 of these shares.


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

NOTE 3 - 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. This amended report
is being filed to report and correct this discrepancy in our financial
statements for these periods.

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. (See note 2)

NOTE 4 - 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.

NOTE 5 - RELATED PARTY TRANSACTIONS
-----------------------------------

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 of 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 three months ended March 31, 2001,
the Company incurred $14,002 in expenses. 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.


                                      -7-
<PAGE>
Item 2.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

Above Average Investments, Ltd.

     We were organized as a Nevada corporation on April 21, 1997 for the purpose
of creating a corporate vehicle to seek, investigate and, if the investigation
warrants, acquire an interest in business opportunities presented to us by
persons or firms who or which desire to employ our funding in their business or
to seek the perceived advantages of a publicly-held corporation. In December
2000, we completed an initial public offering for 2,500,000 shares of our common
stock for $.05 per share under a Registration Statement that became effective
with the Securities and Exchange Commission on September 19, 2000.

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


                                      -8-
<PAGE>
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. This amended report
is being filed to report and correct this discrepancy in our financial
statements for these periods.

     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


                                       -9-
<PAGE>
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
     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. Quick-Med is the acquirer for accounting
purposes because the Quick-Med stockholders will receive the larger portion of
the common stockholder interests and voting rights.


                                       -10-
<PAGE>
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 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


                                       -11-
<PAGE>
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 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.


                                       -12-
<PAGE>
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 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.


                                       -13-
<PAGE>
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


                                       -14-
<PAGE>

neutralizers for chemical warfare agents to replace existing 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.

                                LEGAL PROCEEDINGS

     There is no litigation pending or threatened by or against us.



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<PAGE>
                         ABOVE AVERAGE INVESTMENTS, LTD.

                           PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on 8-K

         3.1*              Articles of Incorporation
         3.2*              Amendment to Articles of Incorporation
         3.3*              Bylaws
         4.1*              Specimen Informational Statement
         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,
dated October 1999, and incorporated by reference.

**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

A Form 8-K (File No. 000-27545) was filed on September 7, 2001 reporting a
change in accountants under Item 4.


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<PAGE>
                         ABOVE AVERAGE INVESTMENTS, LTD.

                                   SIGNATURES


In accordance with the requirements 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.

Date: December 18, 2001                 By: /s/ Devinder Randhawa
                                            ---------------------
                                            Devinder Randhawa, President

                                        By: /s/ Bob Hemmerling
                                            ---------------------
                                            Bob Hemmerling, Secretary



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