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

                                   FORM 10-QSB

    [X]  Quarterly report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 for the quarterly period ended March 31, 2004

    [ ]  Transition report under Section 13 or 15(d) of the Exchange Act for
         the Transition Period from _____ to _____

                         Commission file number 0-27545

                          QUICK-MED TECHNOLOGIES, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

              Nevada                                      98-0204736
   (State or Other Jurisdiction of                     (I.R.S. Employer
    Incorporation or Organization)                   Identification No.)

                  3427 SW 42nd Way, Gainesville, Florida 32608
                    (Address of Principal Executive offices)

                                 (352) 379-0611
                (Issuer's Telephone Number, Including Area Code)

              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

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

                Applicable Only to Issuers Involved in Bankruptcy
                   Proceedings During the Preceding Five Years
Check whether the registrant 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 court. Yes____  No _____

Number of shares of common stock outstanding as of May 10, 2004: 17,164,527



PART I   FINANCIAL INFORMATION

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

           Condensed Balance Sheet as of March 31, 2004 (unaudited)..........4

           Condensed Statements of Operations for the three and
             nine months ended March 31, 2004 and 2003 (unaudited)...........5

           Condensed Statement of Changes in Stockholders' Deficit
             for the three- months ended March 31, 2004 (unaudited)..........6

           Condensed Statements of Cash Flows for the nine months
             ended March 31, 2004 and 2003 (unaudited)......................7-8

           Notes to Condensed Financial Statements..........................9-11

         Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations..............12

         Item 3.  Controls and Procedures....................................18

PART II  OTHER INFORMATION

         Item 1.  Legal Proceedings..........................................18

         Item 2.  Changes in Securities......................................18

         Item 3.  Defaults Upon Senior Securities............................18

         Item 4.  Submission of Matters to a Vote of Security Holders........18

         Item 5.  Other Information..........................................18

         Item 6.  Exhibits and Reports on Form 8-K...........................19

SIGNATURES
ITEM 1. FINANCIAL STATEMENTS



                          QUICK-MED TECHNOLOGIES, INC.

                         CONDENSED FINANCIAL STATEMENTS
                           FOR THE NINE MONTHS ENDED
                             MARCH 31, 2004 AND 2003
                                   (UNAUDITED)



                                      -3-




QUICK-MED TECHNOLOGIES, INC.
CONDENSED BALANCE SHEET
(UNAUDITED)
--------------------------------------------------------------------------------

                                     ASSETS

                                                                    March 31,
                                                                       2004
                                                                   ----------
Current assets:
   Cash                                                            $   26,558
   Accounts Receivable                                                 12,000
                                                                   ----------
          Total current assets                                         38,558
                                                                   ----------
Property and equipment, net                                             2,505
                                                                   ----------
Other assets:
   Prepaid expenses, deposits                                           8,112
   Intangible asset, net                                              356,390
                                                                   ----------
          Total other assets                                          364,502
                                                                   ----------
          Total assets                                             $  405,565
                                                                   ==========


        LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
   Accounts payable                                                $  434,248
   Accrued interest on note payable - officer/director                163,763
   License payable                                                    160,000
   Note payable - officer/director                                  1,425,200
   Shareholder loans payable                                          302,547
                                                                   ----------
          Total current liabilities                                 2,485,758
                                                                   ----------
 Commitments and Contingencies                                              -
Stockholders' deficit:
   Common stock, $0.0001 par value; 100,000,000
     authorized shares;  17,164,527  shares  issued
     and outstanding                                                    1,716
   Additional paid-in capital                                       7,323,869
   Outstanding stock options                                          744,192
   Accumulated deficit                                            (10,149,970)
                                                                   ----------
          Total stockholders' deficit                              (2,080,193)
                                                                   ----------
          Total liabilities and stockholders' deficit              $  405,565
                                                                   ==========

            See accompanying notes to condensed financial statements.

                                      -4-





QUICK-MED TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
--------------------------------------------------------------------------------------------------

                                                Three Months Ended           Nine Months Ended
                                                    March 31,                    March 31,
                                          -------------------------    ---------------------------
                                              2004          2003            2004          2003
                                          -----------   -----------    ------------   ------------

Revenues                                  $    36,000   $        -     $     48,000   $         -

Expenses:
     General and administrative expenses      207,071       183,008         588,146        540,312
     Research and development                 106,311        63,342         323,373        374,418
     Depreciation and amortization             11,089         9,999          33,266         29,769
     Stock-based compensation                  30,850       141,767         993,499      1,553,022
                                          -----------   -----------    ------------   ------------
Total expenses                                355,321       398,116       1,938,284      2,497,521
                                          -----------   -----------    ------------   ------------

Loss from operations                         (319,321)     (398,116)     (1,890,284)    (2,497,521)
                                          -----------   -----------    ------------   ------------

Other income (expense):
     Interest expense                         (23,388)      (16,155)        (66,602)    (1,016,756)
                                          -----------   -----------    ------------   ------------

Loss before income taxes                     (342,709)     (414,271)     (1,956,886)    (3,514,277)
                                          -----------   -----------    ------------   ------------

Provision (benefit) for income taxes               -             -               -              -
                                          -----------   -----------    ------------   ------------

Net loss                                  $  (342,709)   $ (414,271)   $ (1,956,886)  $ (3,514,277)
                                          ===========   ===========    ============   ============


Net loss per share (basic and diluted)    $     (0.02)  $     (0.03)   $      (0.12)  $      (0.26)
                                          ===========   ===========    ============   ============

Weighted average common
  shares outstanding                       17,130,013    13,606,813      15,995,277     13,563,625
                                          ===========   ===========    ============   ============

            See accompanying notes to condensed financial statements.

                                      -5-





QUICK-MED TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
(UNAUDITED)
------------------------------------------------------------------------------------------------------------

                                                     Additional
                                   Common Stock       Paid-In      Accumulated   Outstanding
                                Shares     Amount     Capital        Deficit    Stock Options       Total
                              ----------  -------   -----------   ------------  -------------   ------------
Balance, December 31, 2003    17,089,528  $ 1,709   $ 7,307,376   $ (9,807,261)   $ 729,842     $ (1,768,334)

Stock-based compensation                                                             14,350           14,350
Stock issued for services         75,000        7        16,493                                       16,500
Net loss                                                              (342,709)                     (342,709)
                              ----------  -------   -----------   ------------  -------------   ------------
Balance, March 31, 2004       17,164,528  $ 1,716   $ 7,323,869   $(10,149,970)   $ 744,192     $ (2,080,193)
                              ==========  =======   ===========   ============  =============   ============

            See accompanying notes to condensed financial statements.

                                      -6-




QUICK-MED TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
--------------------------------------------------------------------------------

                                                         Nine Months Ended
                                                             March 31,
                                                   ----------------------------
                                                        2004            2003
                                                   ------------    ------------
Cash flows from operating activities:
   Net loss                                        $ (1,956,886)   $ (3,514,277)
   Adjustments to reconcile net loss to net
    cash used by operating activities:
      Depreciation and amortization                      33,266          29,769
      Stock granted for services                         40,875          28,626
      Stock-based compensation                          952,624       1,524,396
      Liabilities paid by a shareholder                       -          14,626
      Interest expense in debt conversion
       to equity                                              -         995,224
         Increase in accounts receivable                (12,000)              -
         Increase in prepaid expenses                    (2,043)        (12,080)
         Increase (decrease) in:
            Accounts payable                           (172,993)         26,800
            Accrued interest                             66,498          21,532
                                                   ------------    ------------
Net cash used by operating activities                (1,050,659)       (885,384)
                                                   ------------    ------------

Cash flows from investing activities:
    Purchase of fixed assets                                  -          (2,746)
    Patent additions                                    (24,789)        (22,611)
                                                   ------------    ------------
Net cash used by investing activities                   (24,789)        (25,357)
                                                   ------------    ------------

Cash flows from financing activities:
    Issuance of common stock for cash                   600,000         148,000
    Issuance of common stock for payment
     of a liability                                      27,036               -
    Increase in notes payable                           249,000         250,000
    Increase in notes payable - officer/director        230,525         508,700
    Repayments of notes payable - officer/director      (51,978)              -
                                                   ------------    ------------
Net cash provided by financing activities             1,054,583         906,700
                                                   ------------    ------------
Net increase (decrease) in cash                         (20,865)         (4,041)

Cash at beginning of period                              47,423          11,556
                                                   ------------    ------------
Cash at end of period                              $     26,558    $      7,515
                                                   ============    ============

            See accompanying notes to condensed financial statements.

                                      -7-




QUICK-MED TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)
--------------------------------------------------------------------------------
                                                         Nine Months Ended
                                                             March 31,
                                                   ----------------------------
                                                        2004            2003
                                                   ------------    ------------
Supplementary disclosure of cash activities:
    Cash paid for:
       Interest                                    $          -    $          -
                                                   ============    ============
       Income taxes                                $          -    $          -
                                                   ============    ============
    Non-cash disclosures of investing and
      financing activities:
       Stock options granted to consultant         $     95,034    $     28,626
                                                   ============    ============
       Conversion of debt to equity                $     11,105    $    701,191
                                                   ============    ============
       Issuance of common stock for payment
        of a liability                             $     27,036    $          -
                                                   ============    ============

            See accompanying notes to condensed financial statements.

                                      -8-




QUICK-MED TECHNOLOGIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation: The accompanying unaudited condensed financial statements
of Quick-Med Technologies, Inc. (the "Company") have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Regulation S-B. Accordingly, they
do not include all the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of the
management of the Company, the accompanying unaudited financial statements
contain all the adjustments (which are of a normal recurring nature) necessary
for a fair presentation. Operating results for the three months and nine months
ended March 31, 2004 are not necessarily indicative of the results that may be
expected for the year ending June 30, 2004. For further information, refer to
the financial statements and the footnotes thereto contained in the Company's
Annual Report on Form 10-KSB for the year ended June 30, 2003, as filed with the
Securities and Exchange Commission.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has negative cash flows
from operations and an accumulated deficit that raises substantial doubt about
its ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

In March 2002, the Board of Directors approved the Company's change of year-end
from December 31 to June 30.

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

Earnings Per Share
Basic net earnings (loss) per common share is computed by dividing net earnings
(loss) applicable to common shareholders by the weighted-average number of
common shares outstanding during the period. Diluted net earnings (loss) per
common share is determined using the weighted-average number of common shares
outstanding during the period, adjusted for the dilutive effect of common stock
equivalents, consisting of shares that might be issued upon exercise of common
stock options. In periods when losses are reported, the weighted-average number
of common shares outstanding excludes common stock equivalents, because their
inclusion would be anti-dilutive.

Revenue Recognition; The Company recognizes the revenue as it provides
technical and scientific services to a specialty chemical manufacturer.

NOTE 2 - STOCK OPTIONS

On March 4, 2001, the Company adopted a qualified equity incentive plan. Under
the Plan, the Company is authorized to grant up to 3,000,000 shares of common
stock. In March, 2002, 1,140,000 unqualified options were granted under the Plan
to employees and directors. The exercise price for 990,000 and 150,000 of the
options were 75% and 25%, respectively, of the average trading price of the
Company's stock during the first 30 days after commencement of the stock trading
on the Over the Counter ("OTC") Market. The vesting provisions for 100,000 of
the options were immediate and the remainder of the 1,040,000 options are vested
one third respectively on January 15, 2002, January 15,2003 and January 15,
2004. All options expire five years after the grant date. In July 2003,
1,231,500 unqualified options were granted under the Plan to employees,
directors, and service providers. The exercise price for the 1,231,500 options
was the closing trading price at the grant date and they were vested
immediately. All

                                      -9-




QUICK-MED TECHNOLOGIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 2 - STOCK OPTIONS (CONTINUED)

options expire five years after the grant date. In addition, the Company has
issued 223,000 restricted common shares to the directors and an
employee/director. These restricted shares were also vested immediately.

The Company has elected to account for the stock options granted to employees
under Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued
to Employees," and related interpretations. Under APB No. 25, the difference
between the option price and the fair value of the shares creates an additional
stock option compensation expense which will be recorded in the income statement
over the current and subsequent fiscal years, prorated on a quarterly basis. The
restricted shares were accounted for compensation expense based on the closing
trading price of the grant date.

The Company accounts for stock options granted to directors and consultants
under Financial Accounting Standards Board Statement No. 123, "Accounting for
Stock Based Compensation" (FASB No. 123). In March 2002, 50,000 options were
granted to a consultant vesting over the same three-year period as employees and
directors. Using the Black-Scholes option pricing model, $9,542 of compensation
expense was recorded in this period. No options were granted to consultants
during this period. The assumptions utilized in valuing the fair market value
were - Risk-free interest rate of 4.75%; Dividend yield of 0%; Volatility factor
of 50%; Estimated life of 5 years. The July 2003 options issued to the directors
and service providers were also valued using the Black-Scholes option pricing
model, $474,565 of compensation expense was incurred during this period. The
assumptions utilized in valuing the fair market value for these July 2003
options were - Risk-free interest rate of 6%; Dividend yield of 0%; Volatility
factor of 138%; Estimated life of 5 years.

Had the stock compensation expense for the stock options granted been determined
based on the fair value of the options at the grant date consistent with the
methodology prescribed under FASB No. 123, The Company's net loss for the three
month periods ended March 31, 2004 and 2003 would have been $355,076 and
$483,221, respectively, and the nine month periods ended March 31, 2004 and 2003
would have been $2,093,319 and $3,721,127, respectively.

A summary of options as at March 31, 2004 and 2003 is shown below:

                                                  March 31, 2004                   March 31, 2003
                                          -----------------------------    -----------------------------
                                           Number      Weighted-Average     Number      Weighted-Average
                                          of Shares     Exercise Price     of Shares     Exercise Price
                                          ---------    ----------------    ---------    ----------------
Outstanding at beginning of period        1,980,000        $ 2.68            840,000           $ 2.24

Granted                                   1,231,500          0.55          1,140,000             3.00
Exercised                                        -             -                  -                -
Forfeited                                  (198,000)         2.93                 -                -
                                          ---------        ------          ---------           ------
Outstanding at end of period              3,013,500        $ 2.15          1,980,000           $ 2.68
                                          ---------        ======          ---------          =======
Exercisable at end of period              3,013,500                        1,633,000
                                          ---------                        ---------

Available for issuance at end of period     826,500                        1,860,000
                                          =========                        =========


                                      -10-




QUICK-MED TECHNOLOGIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
At March 31, 2004 and 2004, the Company's net loss and loss per share would have
been for the three months and nine months ended are as follows:

                        Three Months Ended                Nine Months Ended
                     ------------------------      ----------------------------
                      March 31,     March 31,         March 31,       March 31,
                        2004           2003              2004            2003
                     ----------    ----------      ------------    ------------
Net loss
     As reported     $ (342,709)   $ (414,271)     $ (1,956,886)   $ (3,514,277)
                     ==========    ==========      ============    ============
     Pro forma       $ (355,076)   $ (483,211)     $ (2,093,319)   $ (3,721,127)
                     ==========    ==========      ============    ============
Loss per share
     As reported        $ (0.02)      $ (0.03)          $ (0.12)        $ (0.27)
                        =======       =======           =======         =======
     Pro forma          $ (0.02)      $ (0.04)          $ (0.13)        $ (0.29)
                        =======       =======           =======         =======


NOTE 3 - RELATED PARTY TRANSACTIONS

For the nine months ended March 31, 2004, the Company received $249,000 from the
chairman, of which $50,000 was repaid, and accrued interest of $43,379. In
addition, the chairman paid $125,000 in cash for a joint development project on
behalf of the Company, and it was accounted for as a short term loan at the
interest of 6% per annum. At March 31, 2004, the amount of the notes payable to
the chairman and the president of $1,425,200 and $53,547, respectively, plus
accrued interest, totaled $1,642,510 and are convertible into approximately
4,322,395 common shares. During this period, the president loaned the Company
approximately $55,525 to fund operations, of which $1,978 was repaid. The
interest rate on this loan is 6% per annum.

In September 2003 the Company negotiated a successor agreement with the Chairman
regarding the line of credit, which expired July 1, 2003 totaling $1,300,200,
excluding interest. The line of credit of $750,000 and the short term borrowing
of $550,200 are consolidated into a single convertible note for up to $1,500,000
excluding accrued interest, at an interest rate of 6% and due July 1, 2004. The
maturity date of the note will be extended if the Company is unable to repay the
debt at that date. The convertible note is secured by the assets and revenues of
the Company and is senior to all other debt obligations. The note plus accrued
interest will be convertible, in full or in part, at the option of the lender
for a term of up to 5 years beginning at September 1, 2003 at a conversion rate
of $0.38 per share. The conversion rate was determined as 15% above the average
share price over the prior 20 trading days ($0.33 per share). The note has an
anti-dilution provision in the event that the Company sells stock to other
investors at less than $0.20 per share. This convertible note agreement is made
contingent upon the agreement of the lender to provide additional funding to the
Company by purchasing restricted common stock at prices to be agreed to by the
Company or other means.

In September 2003, the shareholder loan payable of $9,300 plus accrued interest
has been converted into restricted common stock at a conversion rate of $0.25
per share.

                                      -11-
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND PLAN OF OPERATION

The following discussion should be read in conjunction with our financial
statements and related notes appearing elsewhere in this Form 10-QSB and our
Annual Report on Form 10-KSB for our fiscal year ended June 30, 2003. The terms
"the Company," "we," "our" or "us" refer to Quick-Med Technologies, Inc. This
discussion contains forward-looking statements based on our current
expectations, assumptions, and estimates. The words or phrases "believe,"
"expect," "may," "anticipates," or similar expressions are intended to identify
"forward-looking statements." Actual results could differ materially from those
projected in the forward-looking statements as a result of a number of risks and
uncertainties pertaining to our business, including: (a) our history of losses
make it difficult for you to evaluate our current and future business and
prospects and future financial results; (b) if we are unable to obtain
additional financing, we will be unable to proceed with our operational plan and
even if we obtain additional debt or equity financing, the value of our common
stock will be diluted; (c) we have negative cash flow from operations and an
accumulated deficit that raises substantial doubt about our ability to continue
as a going concern; (d) our future business is dependent upon third parties to
market, manufacture, and distribute our technologies and/or products or jointly
developed products; (e) our future operations are dependent upon funding by our
Chairman of the Board; (f) whether we comply with regulations pertaining to our
business; (g) we have substantial debt obligations due to our Chairman of the
Board, who has funded our operations, debt obligations of which are secured by
our assets and revenues and senior obligations due by us; and (h) other risk
factors discussed in our Form 10-KSB and other filings, which may be accessed at
www.sec.gov. Statements made herein are as of the date of the filing of this
Form 10-QSB with the Securities and Exchange Commission and should not be relied
upon as of any subsequent date. Unless otherwise required by applicable law, we
do not undertake, and we specifically disclaim any obligation, to update any
forward-looking statements to reflect occurrences, developments, unanticipated
events or circumstances after the date of such statement.

Overview

We intend to further develop our core technologies as well as develop future
technologies. We will attempt to commercialize those technologies through
strategic partnership agreements, joint ventures, or co-development agreements.
We do not intend to manufacture or distribute final products; instead, we will
seek partnership arrangements and/or license agreements with third parties to
develop products that use our technologies and have such third parties perform
the manufacturing, marketing, and distribution functions.

We have had limited revenues of only $48,000 since our inception. From December
2003 until March 2004, we had one reportable revenue segment in connection with
a November 18, 2003 agreement with Noville, Inc., a specialty chemical
manufacturer. This agreement provides that if Noville does not possess the
laboratory or technology to develop our NIMBUS(TM) technology, then it will pay
us for these services at our cost of $12,000 per month. On May 5, 2004, Noville
terminated this revenue arrangement with us because it determined that the
development period involved with the NIMBUS technology and any future personal
care products in which the NIMBUS technology is incorporated is of a long range
nature. Because Noville has terminated this revenue arrangement, our revenues
are negatively affected and we have no reportable revenue segments to our
business.

Our business model has attempted and will continue to attempt to develop license
fee arrangements/agreements with the following types of companies in connection
with our Nimbus technologies:
     o    health care;
     o    apparel;
     o    cosmetic;
     o    personal care; and
     o    building materials.

                                      -12-



Our revenues are dependent now and in the future upon the following factors:
     o    Acceptance of our products or future products in the marketplace;
     o    Demand for our products or future products;
     o    Individual economic conditions in our markets;
     o    Our ability to market our services to health care, apparel,  cosmetic,
          and personal care companies;
     o    Our ability to successfully conduct laboratory and clinical testing of
          our potential products; and
     o    Our ability to obtain regulatory approval of our future products.

Capital Expenditures and Requirements
From 2000 to 2004, we have spent approximately $345,000 on the acquisition of
patents and exclusive license agreements. We owe an additional $160,000 to Dr.
Richard Galardy which is due when certain milestones are met in connection with
a September 2000 license agreement we have with Dr. Galardy and Dr. Damian
Grobeny. This license agreement provides that we compensate Dr. Galardy and Dr.
Grobeny with our common stock and cash for the exclusive license of the
llomastat technology invented by them.

We do not expect any significant additions to property, plant and equipment.

Critical Accounting Policies and Estimates
The preparation of our financial statements requires us to make estimates and
assumptions that affect the reported amounts. The estimates and assumptions are
evaluated on an on-going basis and are based on historical experience and on
various other factors that are believed to be reasonable. Estimates and
assumptions include, but are not limited to, fixed asset lives, intangible
assets, income taxes, and contingencies. We base our estimates on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. We believe the following
critical accounting policies affect its more significant judgments and estimates
used in the preparation of the financial statements. Our accounting for stock
compensation requires us to estimate the value of the shares issued and the
value of intangible assets require us to continually assess whether such assets
are impaired.

Results of Operations

Comparison of Nine Months Ended March 31, 2004 and 2003

Revenues. As of March 31, 2004, we received revenues of $48,000, compared to
$0 revenues for the nine months ended March 31, 2003, representing a 100%
increase in our revenues. The revenues which we received are from Noville, Inc.;
however, as reflected above, on May 5, 2004, Noville terminated its revenues
arrangement with us and currently we have no reportable revenue segment.

Operating Losses. Operating losses for the nine months ended March 31, 2004
decreased by 24% or $607,237 to ($1,890,284) for the nine months ended March 31,
2004 from ($2,497,521) for the nine months ended March 31, 2003. The decrease in
operating loss was primarily due to a reduction of $559,223 or 36% in non-cash
stock-based compensation and a $51,045 or 14% decrease in research and
development expenses.

Non-Cash Stock-Based Compensation. Non-Cash Stock-Based Compensation decreased
$559,223 or 36% to $993,499 for the nine months ended March 31, 2004, from
$1,553,022 for the nine months ended March 31, 2003. This decrease in non-cash
stock based compensation is attributed to our issuance of stock options to a
director at less than fair value, which resulted in the recognition of a large
compensation expense of $553,500 in 2002. Further, the stock options were fully
vested in January 2004, hence, there was no compensation recognized
subsequently. In addition, we took a $211,371 charge in compensation expense, as
a result of a conversion of the 2002 note payable to our Chairman of the Board.
This decrease was offset by a charge of $90,000 in stock-based compensation in
2003 as a result of issuing 1,000,000 shares of our common stock to our Chairman
of the Board for $250,000 in cash at a discount price of $0.25 per share from
the closing trading price of $0.34 per share on that day. Later, we also issued
1,400,000 shares of our common stock to our Chairman of the Board for $350,000
in cash at a premium price of $0.25 per share as compared to the closing trading
price of $0.16 per share on that day. However, no gain was reported for this
transaction.

                                      -13-
Research and Development Expense. Research and development expense decreased by
$51,045 or 14% to $323,373 for the nine months ended March 31, 2004, from
$374,418 for the comparable period ended March 31, 2003, as a result of outside
research expenditures of approximately $152,000 in 2003 as compared to a $50,000
license fee payment to a specialty dermatology company during the nine months
ended March 31, 2004, and approximately $50,000 in additional consulting fees
for lab operations.

General and Administrative Expense. General and administrative expense increased
by $47,834 or 9% to $588,146 for the nine month period ended March 31, 2004,
from $540,312 for the nine month period ended March 31, 2003. This increase in
our general and administrative expenses is primarily attributed to significant
corporate legal and patent maintenance fees and additional consulting expenses
incurred in 2004. Beginning in April 2004 till further notice, we have taken
steps to conserve cash and control expenditures by: (a) paying 80 % of our
President's salary in cash and (b) 20% in a form of a note payable, which
amounted to approximately $2,100 as of April 30, 2004.

Interest Expense. Interest expense for the nine month period ended March 31,
2004 decreased $950,154 or 93% to $66,602 as compared to $1,016,756 for the nine
month period ended March 31, 2003. This decrease was due to the conversion of
notes payable to a shareholder which had a $650,000 principal balance and
$25,000 in related accrued interest, into common stock during 2003. As a result
of this conversion, we took a charge of $965,250 of non-cash interest expense
for the nine month period ended March 31, 2003.

Net Loss. Net loss for the nine month period ended March 31, 2004 was
($1,956,886) or ($0.12) per share compared to ($3,514,277) or ($0.26) per share
for the nine month period ended March 31, 2003. This decrease is primarily
attributable to a reduction in non-cash stock-based compensation and research
and development expenses, offset by an increase in general and administrative
expense.

Comparison of Three Months Ended March 31, 2004 and 2003

Revenues. As of March 31, 2004, we received $36,000 of revenues, compared to
$0 revenues for the three months ended March 31, 2003, representing a 100%
increase in our revenues. These revenues were received from a Noville, Inc.,
which has terminated all future revenue arrangements. We had no revenues for the
three month period ended March 31, 2003 since our technologies were (and still
are) in the development stage.

Operating Losses. Operating losses for the three months ended March 31, 2004
decreased by 20% or $78,795 to ($319,321) from ($398,116) for the three month
period ended March 31, 2003. The decrease in operating loss was primarily due to
a reduction in non-cash stock-based compensation offset by and increase in
research and development expense of $42,969 or 68% and in general and
administrative expense of $24,063 or 13%, as reflected immediately below.

Non-Cash Stock-Based Compensation. Non-Cash Stock-Based Compensation decreased
$110,917 or 78% to $30,850 for the three month period ended March 31, 2004, from
$141,767 for the three month period ended March 31, 2003. This decrease was
primarily due to stock options being fully vested in January 2004, hence no
compensation expense was recognized for the remainder of the three month period.

Research and Development Expense. Research and development expense increased by
$42,969 or 68% to $106,311 for the three months period ended March 31, 2004,
from $63,342 for the same period in the prior year. This increase was the result
of our paying a full time consultant to oversee lab operations.

General and Administrative Expense. General and administrative expense increased
$24,063 or 13% to $207,071 for the three months period ended March 31, 2004,
from $183,008 for the three month period ended March 31, 2003. This increase in
our general and administrative expenses is primarily attributed to significant
corporate legal and patent maintenance fees, and additional consulting fees
offset by reduced travel, conventions, and investor relations related expenses
during the same period. Beginning in April 2004, we have taken steps to conserve
cash and control expenditures, including: (a) paying 80% of our President's
salary in cash and (b) 20% in a form of a note payable, which amounted to
approximately $2,100 as of April 30, 2004.

                                      -14-
Interest Expense. Interest expense for the three month period ended March 31,
2004 increased $7,233 or 45% to $23,388 as compared to $16,155 for the three
month period ended March 31, 2003. This increase was due to an increase in our
outstanding loan balance of $544,747 to $1,727,747 at March 31, 2004 in
comparison to $1,183,00 at March 31, 2003.

Net Loss. Net loss for the three month period ended March 31, 2004 was
($342,709) or ($0.02) per share compared to ($414,271) or ($0.3) per share for
the three month period ended March 31, 2003. This decrease in our net loss is
primarily attributable to a reduction in interest expense, non-cash stock-based
compensation, offset by an increase in general and administrative expense, and
research and development expense.

Liquidity and Capital Resources

Our auditors have issued a going concern opinion on our audited financial
statements for the fiscal year ended June 30, 2003 and for the six months ended
June 30, 2002 as we have experienced recurring losses and negative cash flows
from operations in these periods. In addition, we have a net capital deficiency.
These matters raise substantial doubt about our ability to continue as a going
concern.

We cannot continue to satisfy our current cash requirements for a period of
twelve (12) months through our existing capital. We anticipate total estimated
operating and research and development expenditures of approximately $85,000 per
month or an aggregate of $1,020,000 over the next twelve (12) months, in the
following areas:
     o    Research and development expenditures of approximately $45,000 per
          month or an aggregate of $540,000 over the next twelve (12) months,
          which will consist of the following estimated monthly expenditures:
          (a) $36,000 in payroll for scientists; (b) $5,000 for chemical
          supplies; and (c) $4,000 in laboratory operating expenses, including
          rent expense.
     o    Patent related legal fees of approximately $10,500 per month or an
          aggregate of $126,000 annually; and
     o    Operating expenses of approximately $28,000 per month or an aggregate
          of $336,000 over the next twelve (12) months, including officer and
          director insurance, general liability insurance, rent, consulting
          fees, utilities, legal and accounting fees, and payroll.

Our current cash of $26,558 as of March 31, 2004 will satisfy our cash
requirements for less than one (1) month.

Accordingly, we will be unable to fund our expenses for our entire one year plan
of operations through our existing assets or cash. Although our Chairman of the
Board has agreed to loan us funds for our operational needs, which will assist
in meeting our Plan of Operations, there are no assurances that we will receive
sufficient funds from our Chairman of the Board or that they will be adequate to
meet our operating needs. Even if our Chairman of the Board provides funding to
us, we will be required to provide loan with interest and other possible terms
and/or issue shares of our common stock to him, which will dilute your interest
in our shares. Moreover, we may still need additional financing through
traditional bank financing or a debt or equity offering; however, because we are
a development stage company with little operating history, limited revenues, and
a poor financial condition, we may be unsuccessful in obtaining such financing
or the amount of the financing may be minimal and therefore inadequate to
implement our Plan of Operations. In the event that we do not receive financing
or our financing is inadequate, we may have to liquidate our business and
undertake any or all of the following actions:
     o    Significantly reduce, eliminate or curtail our business, operating and
          research and development activities so as to reduce operating costs;
     o    Sell, assign or otherwise dispose of our assets, if any, to raise cash
          or to settle claims by creditors, including our Chairman of the Board;
     o    Pay our liabilities in order of priority, if we have available cash to
          pay such liabilities;
     o    If any cash remains after we satisfy amounts due to our creditors,
          distribute any remaining cash to our shareholders in an amount equal
          to the net market value of our net assets;
     o    File a Certificate of Dissolution with the State of Nevada to dissolve
          our corporation and close our business;
     o    Make the appropriate filings with the Securities and Exchange
          Commission so that we will no longer be required to file periodic and
          other required reports with the Securities and Exchange Commission,
          if, in fact, we are a reporting company at that time; and
     o    Make the appropriate filings with the National Association of Security
          Dealers to affect a delisting of our stock.

                                      -15-



Based upon our current assets, however, we will not have the ability to
distribute any cash to our shareholders.

As of March 31, 2004, we have notes outstanding to our Chairman of the Board and
the President totaling $1,674,200 and $53,547, respectively, most of which is
due July 1, 2004 unless restructured. If we are unable to successfully
restructure these loans, we may have to liquidate our business and undertake any
or all the steps outlined above.

If we have any liabilities that we, or our Chairman of the Board on our behalf,
are unable to satisfy and we qualify for protection under the U.S. Bankruptcy
Code, we may voluntarily file for reorganization under Chapter 11 or liquidation
under Chapter 7. Our creditors may also file a Chapter 7 or Chapter 11
bankruptcy action against us. If our creditors or we file for Chapter 7 or
Chapter 11 bankruptcy, our creditors will take priority over our shareholders.
If we fail to file for bankruptcy under Chapter 7 or Chapter 11 and we have
creditors; such creditors may institute proceedings against us seeking
forfeiture of our assets, if any.

We do not know and cannot determine which, if any, of these actions we will be
forced to take. If any of these foregoing events occur, you could lose your
entire investment in our shares.

At March 31, 2004, we had a working capital deficit of ($2,447,200), primarily
due to: (a) shareholder loans, including accrued interest totaling $1,891,510;
(b) a license fee payable of $160,000; and (c) accounts payable of $434,248. At
March 31, 2004, we had a stockholders' deficit of ($2,080,193), a substantial
portion of which is due to non-cash stock compensation expense and non-cash
interest expense from the notes payable conversions described below.

Cash used by operating activities was ($1,050,659) for the nine months ended
March 31, 2004. Net cash used by investing activities was ($24,789) for the
filing and maintenance of patents for our core technologies. Net cash provided
by financing activities was $1,054,583, of which consisted of $600,000 derived
from sales of our common stock, $427,547 from shareholder loans, and the
issuance of common stock for payment of a liability of $27,036.

To date, we have funded our activities principally from shareholder loans
totaling $1,891,510, including related accrued interests, and a $650,000 bridge
loan from a merchant banking firm. All of these funds have been loaned with 6%
interest per annum. The loan from the investment banking firm was converted in
November 2002 into common stock at $1.00 per share.

At March 31, 2004, we had an outstanding loan balance of $53,547 due to our
President, David Lerner. The loan bears an interest rate of 6% per annum, with
the repayment term to be determined.

At March 31, 2004, we had an outstanding loan balance of $1,425,200 due to our
Chairman of the Board, Michael Granito, $750,000 of which was from a line of
credit we fully utilized. The line of credit agreement provides that the
outstanding balance due to Mr. Granito is convertible into common stock at $1.00
per share at Mr. Granito's option. At March 31, 2004, no conversion of common
stock had taken place. In October and November 2002, we entered into an
additional short term borrowing arrangement with Mr. Granito for up to $500,000
at 6% interest and due at July 1, 2003; this borrowing was secured by our assets
and revenues, but did not contain a stock conversion term. This additional short
term borrowing was an extension of the $750,000 line of credit and was
consolidated into a single financial instrument. As of September 30, 2003, the
line of credit had been extended to $550,200, which we fully utilized. Because
we have not repaid any amounts to Mr. Granito, the entire combined borrowing
amount of $1,385,200 (excluding interest) is due to Mr. Granito.

In September 2003, we negotiated a successor line of credit agreement with Mr.
Granito relevant to the earlier line of credit agreement totaling $1,300,200
(excluding interest), which had expired on July 1, 2003. The line of credit of
$750,000 and the short term borrowing of $550,200 have been consolidated into a
single convertible note for up to $1,500,000 excluding accrued interest, at an
interest rate of 6%, and due July 1, 2004. The convertible note is secured by
our assets and revenues and will remain as our senior-most debt obligation. The
note plus accrued interest will be convertible, in full or in part, at the
option of the lender for a term of up to 5 years beginning at September 1, 2003
at a conversion rate of $0.38 per share. The conversion rate was determined as
15% above the average share price over the prior 20 trading days ($0.33 per
share) and 50% over the share price at which we would normally price our
restricted common stock based on a discount to the prior 20 day average trading
price. The note has an anti-dilution provision in the event that we sell stock
to other investors at less than $0.20 per share. This convertible note agreement
was made contingent upon the agreement of the lender to provide additional
funding to us by purchasing restricted common stock at prices we agree upon.

                                      -16-



At March 31, 2004, we also had an outstanding short term loan balance of
$249,000 due to our Chairman of the Board, Michael Granito. The loan bears an
interest rate of 6% per annum, with the repayment term to be determined.

During the nine months ended March 31, 2004, we raised a total of approximately
$1,027,547 through: (a) the sale of 2,400,000 shares our restricted common stock
to Mr. Granito in return for $600,000 cash consideration from an entity owned by
our Chairman of the Board; (b)$125,000 borrowed from Mr. Granito under the
revolving note agreement; (c) $249,000 borrowed from Mr. Granito under the short
term loan arrangement; and (d) $53,547 borrowed from our President, David
Lerner.

In September 2003, the shareholder loan payable of $9,300 plus accrued interest
has been converted into restricted common stock at the conversion rate of $0.25
per share.

In September 2003, approximately $27,000 of accounts payable was paid by the
50,000 shares of restricted common stock.

To date, we have been unable to meet our obligations on a timely or delayed
basis, as funding has been made available on an as-needed basis. We cannot
assure you that our Chairman of the Board will continue to provide funding
beyond the amount of the revolving note agreement.

We received $650,000 of bridge financing from Euro Atlantic. On November 16,
2002, Euro Atlantic converted the notes in the principal amount of $650,000 plus
$25,000 accrued interest into 675,000 shares of common stock.

Contractual Obligations And Commercial Commitments

The following tables summarize our contractual obligations and commercial
commitments as of March 31, 2004:

Significant Obligations  Total    Within 1 Year  2-3 Years  4-5 Years  After 5 Years
-----------------------  -------  -------------  ---------  ---------  -------------
Capital Leases            $-
Operating Leases         $13,392    $13,392         $-          $-          $-

We are committed under leases for its Gainesville, Florida office and lab. The
lease expires in March 2005. We do not have any capital leases.

Recent Pronouncements

In December 2002, the Financial Accounting Standards Board ("FASB") issued
Statement No. 148 ("SFAS No. 148"), "Accounting for Stock-Based Compensation,
Transition and Disclosure." SFAS No. 148 provides alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. SFAS No. 148 also requires that
disclosures of the pro forma effect of using the fair value method of accounting
for stock-based employee compensation be displayed more prominently and in a
tabular format. Additionally, SFAS No. 148 requires disclosure of the pro forma
effect in interim financial statements. The transition and annual disclosure
requirements of SFAS No. 148 are effective for fiscal years ended after December
15, 2002. The interim disclosure requirements are effective for interim periods
ending after December 15, 2002. The disclosure provision of SFAS No. 148 has
been adopted by the Company with appropriate disclosure included in the
financial statements.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS
No. 149 is effective for contracts entered into or modified after June 30, 2003,
except as specified and for hedging relationships designated after June 30,
2003.

                                      -17-



In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS 150
requires that certain financial instruments, which under previous guidance were
accounted for as equity, must now be accounted for as liabilities. The financial
instruments affected include mandatory redeemable stock, certain financial
instruments that require or may require the issuer to buy back some of its
shares in exchange for cash or other assets and certain obligations that can be
settled with shares of stock. SFAS 150 is effective for all financial
instruments entered into or modified after May 31, 2003. Otherwise it will
become effective at the beginning of the first interim period beginning after
June 15, 2003.

The Company believes that the ongoing application of these Statements will not
have a material adverse effect on the Company's financial position, results of
operations, or cash flows.

ITEM 3.  CONTROLS AND PROCEDURES

As of March 31, 2004, the end of the period covered by this report, an
evaluation was performed under the supervision and with the participation of our
management, including our Principal Executive Officer and Acting Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on that evaluation, our management, including our
Principal Executive Officer and Acting Chief Financial Officer, concluded that
our disclosure controls and procedures were effective as of March 31, 2004.

There were no changes in our internal control over financial reporting during
the last quarter, which ended March 31, 2004, that have materially affected or
are reasonably likely to materially affect, our internal control over financial
reporting.


                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings.

On or about November 13, 2003, we were served with a complaint in the matter of
Pre Employment Screening, Inc. et. al. v. Quick Med Technologies, Inc., Cause
No. 03AC26803-2 (Circuit Court, State of Missouri, County of St. Louis). The
plaintiffs alleged violations of 47 United States Code, Section 227, and sought
damages totaling $12,000. The parties subsequently reached an amicable
settlement. As a result, on or about January 28, 2004, an Order was entered by
the Court dismissing this action with prejudice at plaintiff's costs.

We are subject to disputes and litigation in the ordinary course of our
business. None of these matters, in the opinion of our management, is material
or likely to result in a material effect on us based upon information available
at this time.

Item 2.  Changes in Securities and Use of Proceeds
         None.

Item 3.  Defaults Upon Senior Securities
         None.

Item 4.  Submission of Matters to a Vote of Security Holders
         None

Item 5.  Other Information.
         None


                                      -18-
Item 6.  Exhibits and Reports on Form 8-K

Exhibits
2.1     Merger Agreement dated March 19, 2001 between Above Average Investments
        Ltd. and Quick-  Med Technologies, Inc. (1)
2.2     Amendment to Merger Agreement (1)
3.1     Articles of Incorporation (1)
3.2     Bylaws (1)
10.1    Quick-Med Technologies' MMP License Agreement (1)
10.2    Quick-Med Technologies Stock Option Plan (1)
10.3    Cooperative Research and Development Agreement - The U.S. Army Medical
        Research Institute of Chemical Defense (1)
10.4    Financing Agreement - Euro Atlantic Capital Corporation (1)
10.5    Consulting Agreement - Gregory Schultz (1)
10.5.1  Consulting Agreement - Christopher T. Batich (1)
10.5.2  Consulting Agreement - Bruce Mast (1)
10.5.3  Consulting Agreement - William Toreki (1)
10.6    Note issued to Michael R. Granito by Quick-Med Technologies (1)
10.7    Employment Agreement - Gerard Bencen (1)
10.8    Research and Development Agreement - The Collaborative Group (2)
10.9    Agreement Between Noville and Quick-Med Technologies, Inc. (3)
31.1    Section 302 Certification
32.1    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002
99.3    Assignment of Patent for Wound Care (1)
99.4    Assignment of Patent for Mustard Gas (1)
99.5    Assignment of Patent for Anti-wrinkle cream (1)
-------------
(1) Incorporated by reference to the Company's registration statement on Form
    SB-2 (file no. 333-41672)
(2) Incorporated by reference to the Company's Annual Report on Form 10-KSB for
    the year ended September 30, 2002
(3) Incorporated by reference to the Company's Annual Report on Form 10-QSB for
    the three month period ended September 30, 2003.

Reports in Form 8-K
Not Applicable


                                      -19-



                                   SIGNATURES


     In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date: May 17, 2004                       Quick-Med Technologies, Inc.

                                         By: /s/ David S. Lerner
                                         David S. Lerner, President, Principal
                                         Executive Officer and Acting Chief
                                         Financial Officer



                                      -20-`