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

                                   FORM 10Q-SB


[X]   Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934 for the quarterly period ended December 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 February 7, 2005: 29,460,019


<PAGE>

PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements

         Condensed Balance Sheet as of  December 31, 2004 (unaudited)

         Condensed Statements of Operations for the three months and six months
         ended December 31, 2004 and 2003 (unaudited)

         Condensed Statement of Changes in Stockholders' Equity for the three
         months ended December 31, 2004 (unaudited)

         Condensed Statements of Cash Flows for the six months ended December
         31, 2004 and 2003 (unaudited)

         Notes to Condensed Financial Statements

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

Item 3.  Controls and Procedures

PART II  OTHER INFORMATION

         Item 1.  Legal Proceedings

         Item 2.  Unregistered Sales of  Equity Securities and Use of Proceeds

         Item 3.  Defaults Upon Senior Securities

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

         Item 5.  Other Information

         Item 6.  Exhibits and Reports on Form 8-K

SIGNATURES

<PAGE>

QUICK-MED TECHNOLOGIES, INC.
CONDENSED BALANCE SHEET AT DECEMBER 31, 2004
(UNAUDITED)
================================================================================


                                     ASSETS

Current assets:
   Cash and cash equivalents                                       $  1,673,781
   Accounts receivable                                                    6,700
                                                                   ------------
       Total current assets                                           1,680,481
                                                                   ------------

Property and equipment, net                                               4,603
                                                                   ------------

Other assets:
   Prepaid expenses                                                      14,120
   Intangible asset, net                                                324,498
                                                                   ------------
          Total other assets                                            338,618
                                                                   ------------
          Total assets                                             $  2,023,702
                                                                   ============

               LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                                $    196,498
   Accrued expenses                                                       6,842
   Accrued interest on note payable - officer/director                    5,369
   Short-term note payable - officer/director                            54,255
                                                                   ------------
          Total current liabilities                                     262,964

License payable                                                         160,000
Long-term liability - note payable - officer/director                 1,268,625
                                                                   ------------
          Total liabilities                                           1,691,589
                                                                   ------------

Stockholders' equity:
   Common stock, $0.0001 par value; 100,000,000
     authorized shares; 29,260,019 shares issued
     and outstanding                                                      2,926
   Additional paid-in capital                                        10,907,908
   Outstanding stock options                                            882,614
   Accumulated deficit                                              (11,461,335)
                                                                   ------------
          Total stockholders' equity                                    332,113
                                                                   ------------
          Total liabilities and stockholders' equity               $  2,023,702
                                                                   ============

            See accompanying notes to condensed financial statements.

                                      - 1 -

<PAGE>

QUICK-MED TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS
AND SIX MONTHS ENDED DECEMBER 31, 2004 AND 2003
(UNAUDITED)
================================================================================


<TABLE>
<CAPTION>
                                                        Three Months Ended                          Six Months Ended
                                                            December 31,                               December 31,
                                                 ----------------------------------          ----------------------------------
                                                     2004                  2003                  2004                  2003
                                                 ------------          ------------          ------------          ------------
<S>                                              <C>                   <C>                   <C>                   <C>
Revenues                                         $     14,639          $     12,000          $     35,653          $     12,000
                                                 ------------          ------------          ------------          ------------

Expenses:
     Cost of revenues                                   1,995                    --                 6,198                    --
     General and administrative expenses              259,866               266,576               441,637               381,075
     Research and development                          88,927                84,997               159,712               217,062
     Depreciation and amortization                     11,212                11,089                22,300                22,177
     Stock-based compensation                          34,481               210,017               262,287               962,649
                                                 ------------          ------------          ------------          ------------
Total expenses                                        396,481               572,679               892,134             1,582,963
                                                 ------------          ------------          ------------          ------------

Loss from operations                                 (381,842)             (560,679)             (856,481)           (1,570,963)
                                                 ------------          ------------          ------------          ------------

Other income (expense):
     Other income                                      17,478                    --                17,478                    --
     Interest expense                                 (31,301)              (22,514)              (60,735)              (43,214)
                                                 ------------          ------------          ------------          ------------

Loss before income taxes                             (395,665)             (583,193)             (899,738)           (1,614,177)
                                                 ------------          ------------          ------------          ------------

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

Net loss                                         $   (395,665)         $   (583,193)         $   (899,738)         $ (1,614,177)
                                                 ============          ============          ============          ============


Net loss per share (basic and diluted)           $      (0.02)         $      (0.04)         $      (0.05)         $      (0.10)
                                                 ============          ============          ============          ============

Weighted average common
  shares outstanding                               20,772,846            16,303,358            19,527,544            15,465,736
                                                 ============          ============          ============          ============
</TABLE>

            See accompanying notes to condensed financial statements.
                                      - 2 -

<PAGE>

QUICK-MED TECHNOLOGIES, INC.
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED DECEMBER 31, 2004
(UNAUDITED)
================================================================================



<TABLE>
<CAPTION>
                                             Common Stock           Additional
                                     ---------------------------     Paid-In       Accumulated    Outstanding
                                        Shares          Amount       Capital         Deficit     Stock Options      Total
                                     ------------   ------------   ------------   ------------    ------------   ------------
<S>                                    <C>          <C>            <C>            <C>             <C>            <C>
Balance, September 30, 2004            18,493,401          1,849   $  7,754,131   $(11,065,670)   $    866,900   $ (2,442,790)

Stock issued for cash                   7,173,913            718      1,809,282             --              --      1,810,000
Stock issued for loan conversion        3,489,703            349      1,325,738             --              --      1,326,087
Stock options granted for services             --             --             --             --          15,714         15,714
Stock issued for services                 103,002             10         18,757             --              --         18,767
Net loss, December 31, 2004                    --             --             --       (395,665)             --       (395,665)
                                     ------------   ------------   ------------   ------------    ------------   ------------

Balance, December 31, 2004             29,260,019          2,926   $ 10,907,908   $(11,461,335)   $    882,614   $    332,113
                                     ============   ============   ============   ============    ============   ============
</TABLE>

            See accompanying notes to condensed financial statements.

                                      - 3 -
<PAGE>

QUICK-MED TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2004 AND 2003
(UNAUDITED)
================================================================================

<TABLE>
<CAPTION>
                                                                                Six Months Ended
                                                                                  December 31,
                                                                        --------------------------------
                                                                            2004                 2003
                                                                        -----------          -----------
Cash flows from operating activities:
<S>                                                                     <C>                  <C>
     Net loss                                                           $  (899,738)         $(1,614,177)
     Adjustments to reconcile net loss to net
       cash used by operating activities:
       Depreciation and amortization                                         22,300               22,177
       Stock granted for services                                           161,624               24,375
       Stock-based compensation                                             100,663              938,274
       (Increase) decrease in:
          Accounts receivable                                                (6,700)             (12,000)
          Prepaid expenses                                                    4,659               (6,240)
       Increase (decrease) in:
          Accounts payable                                                  (26,389)            (261,213)
          Accrued interest                                                   60,735               43,109
                                                                        -----------          -----------
Net cash used by operating activities                                      (582,846)            (865,695)
                                                                        -----------          -----------

Cash flows from investing activities:
     Purchase of equipment                                                   (3,595)                  --
     Patents                                                                     --              (24,789)
                                                                        -----------          -----------
Net cash used by investing activities                                        (3,595)             (24,789)
                                                                        -----------          -----------

Cash flows from financing activities:
     Issuance of common stock for cash, net                               1,810,000              600,000
     Issuance of common stock for payment of a liability                         --               27,036
     Increase in notes payable                                                   --              125,000
     Increase in short-term notes payable - officer/director                 10,417              230,525
     Repayments of  short-term notes payable - officer/director             (30,000)             (51,978)
     Increase in notes payable - officer/director                           450,000                   --
                                                                        -----------          -----------
Net cash provided by financing activities                                 2,240,417              930,583
                                                                        -----------          -----------

Net increase (decrease) in cash                                           1,653,976               40,099
Cash and cash equivalents at beginning of period                             19,805               47,423
                                                                        -----------          -----------
Cash and cash equivalents at end of period                              $ 1,673,781          $    87,522
                                                                        ===========          ===========
</TABLE>


            See accompanying notes to condensed financial statements.

                                      - 4 -
<PAGE>

QUICK-MED TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2004 AND 2003 (CONTINUED)
(UNAUDITED)
================================================================================


<TABLE>
<CAPTION>
                                                                       2004             2003
                                                                   -----------         -------
<S>                                                                <C>                 <C>
Supplementary Information:

     Cash paid for:
       Interest                                                    $        --         $    --
                                                                   ===========         =======
       Income taxes                                                $        --         $    --
                                                                   ===========         =======

     Non-cash disclosures of investing and financing activities:
       Stock options granted to consultant                         $    74,889         $95,034
                                                                   ===========         =======
       Conversion of debt to equity                                $ 1,325,738         $11,105
                                                                   ===========         =======
       Issuance of common stock for payment of a liability         $        --         $27,036
                                                                   ===========         =======
</TABLE>



            See accompanying notes to condensed financial statements.

                                      - 5 -
<PAGE>

QUICK-MED TECHNOLOGIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
================================================================================

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 six months ended December 31,
2004 are not necessarily indicative of the results that may be expected for the
year ending June 30, 2005. For further information, refer to the financial
statements and the footnotes thereto contained in the Company's Annual Report on
Form 10-KSB/A for the year ended June 30, 2004, 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.

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 of its proportionate share of the product
sales sold by a cosmetic and personal care division of Engelhard Corporation
under the master agreement for product development, manufacturing and
distribution. Revenue from the research agreement is recognized on a pro rata
basis over the term of the agreement.

Cash and Cash Equivalents

All highly liquid investments purchased with maturity of three months or less
from the time of purchase are considered to be cash equivalents.

NOTE 2 - STOCK OPTIONS AND WARRANTS

The Company adopted a qualified equity incentive plan (the "Plan") on March 4,
2001. Under the Plan the Company is authorized to grant up to 3,000,000 shares
of common stock. On December 13, 2004, the


                                       6
<PAGE>


QUICK-MED TECHNOLOGIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
================================================================================

NOTE 2 - STOCK OPTIONS AND WARRANTS (CONTINUED)

shareholders approved the Plan and ratified the amendment to increase the total
number of shares to be granted under the Plan from 3,000,000 to 4,000,000
effective November 1, 2004.

During 2002, 1,140,000 unqualified options were granted under the Plan. The
exercise price for 990,000 and 150,000 of the options are $2.84 and $0.95,
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 are immediate
and the remainder of the 1,040,000 options vested one-third on January 15, 2002,
one third on January 15, 2003, and one-third on January 15, 2004. All the
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 the options expire five years after the grant date.

In August 2004, 585,000 unqualified options under the Plan were granted to
directors, employees and service providers. The exercise price for the 585,000
options was the average of the closing trading prices from July 1 to 15, 2004,
and they were vested immediately. All the options expire five years after the
grant date.

On October 1, 2004, the Company granted 50,000 unqualified options to a
consultant, one third of which was vested immediately, one third will be vested
on July 1, 2005 and the remaining one third will be vested on July 1, 2006. The
exercise price of these options was the closing trading price at the grant date.
Using the Black Scholes option pricing model, $2,889 of compensation expense was
recorded in this period. All the options expire five years after the grant date.

The Company has elected to account for the stock options granted to employees
under the 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 the next two fiscal years. The Company accounts for stock
options granted to consultants under Financial Accounting Standards Board
Statement No. 123, "Accounting for Stock-Based Compensation." During 2002,
50,000 options were granted to a consultant vesting over a three-year period.
Using the Black Scholes model $57,250 of compensation expense was recorded on
the financial statements. The total stock-based compensation expense for the six
months periods ended December 31, 2004 and 2003 was $262,287 and $962,649
respectively.

The fair value of each option is estimated present value on the date of grant
using the Black Scholes option-pricing model with the assumption:

Assumptions utilized to value options are as follows:

                           Risk-free interest rate            4.75% to 6%
                           Expected life (years)              5
                           Expected volatility                50% to 138%
                           Expected dividends                 None



                                       7
<PAGE>

QUICK-MED TECHNOLOGIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
================================================================================

NOTE 2 - STOCK OPTIONS AND WARRANTS (CONTINUED)

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

<TABLE>
<CAPTION>
                                                        December 31, 2004                    December 31, 2003
                                              --------------------------------------------------------------------------
                                                   Number           Weighted-Average      Number        Weighted-Average
                                                  of Shares         Exercise Price       of Shares      Exercise Price
                                              ------------------   -----------------  ----------------  ----------------
<S>                                           <C>                    <C>              <C>               <C>
Outstanding at beginning of period                    2,983,500              $ 2.17         1,980,000            $ 2.68
Granted                                                 635,000                0.17         1,231,500              0.55
Exercised                                                     -                   -                 -                 -
Forfeited                                              (720,000)                  -          (198,000)                3
                                                       ---------            -------        ----------           -------
Outstanding at end of period                          2,898,500             $  1.73         3,013,500            $ 2.15
                                                      ----------            =======        ----------           =======
Exercisable at end of period                          2,881,833                             2,666,833
                                                      ----------                           ----------
Available for issuance at end of period               1,118,167                               629,000
                                                      ==========                           ==========
</TABLE>


During the fiscal year 2004, the Company issued common stock warrants for
services rendered primarily under consulting agreements. The vesting provisions
were vested one third immediately on April 2, 2004 and May 15, 2004, one third
twelve months subsequent to the grant dates, and one third twenty four months
subsequent to the grant dates. The warrants were valued on the date of grant
using the Black- Scholes option-pricing model.

Assumptions utilized to value warrants are as follows:

                           Risk-free interest rate            6.00%
                           Expected life (years)              5
                           Expected volatility                138%
                           Expected dividends                 None

The following is a summary of warrants granted, exercised, canceled and
outstanding involving the grants as shown below:

                                                December 31, 2004
                                      --------------------------------------
                                           Number          Weighted-Average
                                          of Shares         Exercise Price
                                      ------------------   -----------------

Outstanding at beginning of period             567,500              $ 0.20
Granted                                         90,000                0.19
Exercised                                            -                   -
Forfeited                                            -                   -
                                               -------              ------
Outstanding at end of period                   657,500              $ 0.20
                                               =======              ======
Exercisable at end of period                   431,668
                                               =======



                                       8
<PAGE>

QUICK-MED TECHNOLOGIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
================================================================================

NOTE 2 - STOCK OPTIONS AND WARRANTS (CONTINUED)

At December 31, 2004 and 2003, the Company's net loss and loss per share would
have been for the three months and six months ended are as follows:

<TABLE>
<CAPTION>
                                                        Three Months Ended                      Six Months Ended
                                              --------------------------------------  ----------------------------------
                                                 December 31         December 31        December 31       December 31
                                                    2004                 2003              2004              2003
                                              ------------------   -----------------  ----------------  ----------------
Net loss
<S>                                                  <C>                 <C>               <C>              <C>
  As reported                                        $ (395,665)         $ (583,193)       $ (899,738)      $(1,614,177)
                                                     ===========         ===========       ===========      ============
  Pro forma                                          $ (395,665)         $ (611,268)       $ (931,188)      $(2,018,422)
                                                     ===========         ===========       ===========      ============
Loss per share
  As reported                                           $ (0.02)            $ (0.04)          $ (0.05)          $ (0.10)
                                                     ===========         ===========       ===========      ============
  Pro forma                                             $ (0.02)            $ (0.04)          $ (0.05)          $ (0.13)
                                                     ===========         ===========       ===========      ============
</TABLE>

NOTE 3 - STOCKHOLDERS' EQUITY

On November 30, 2004, the Company completed an agreement to sell 5,000,000
shares of its restricted common stock to Phronesis Partners, L.P. ("Phronesis"),
a Delaware limited partnership, for $1,000,000 before commission and expenses
(the "Stock Purchase Agreement"). On November 30, 2004, we received $880,000 net
of commission and expenses of $120,000. In connection with the agreement, the
Chairman of the Company, Mr. Granito, converted $500,000 of the convertible debt
owed to him by the Company into 1,315,790 shares on the Company's restricted
common stock at a conversion price applicable to the convertible debt of $0.38
per share.

In connection with the Stock Purchase Agreement, we entered into the
stockholders agreement, the registration rights agreement, the warrant
agreement, the conversion agreement and the confidentiality agreement.

The Company granted Phronesis certain warrants to purchase shares of its
restricted common stock at an exercise price as defined in the warrant
agreement. The term of this agreement, which expires on February 5, 2005,
provides for a maximum additional investment of $1,000,000 by Phronesis through
the exercise of warrants.

Phronesis was granted certain rights, including registration rights, right of
first refusal, tag-along right, drag-along right, preemptive right, and the
right to designate an observer and a director. In addition, one of the ancillary
agreements provides for certain restrictions on related party transactions
between and among the Company and the Chairman and the President and the sale of
shares.

On December 31, 2004, the Company and Phronesis agreed to amend the exercise
price for the warrant price to $0.46 per share. All other terms of the Stock
Purchase Agreement and the warrant agreement remained the same. On the same
date, Phronesis exercised its warrant to purchase 2,173.913 shares of our
restricted common stock at a per share price of $0.46, or an aggregate purchase
price of $1,000,000 before commission of $70,000.

In connection with the exercise of the warrant, Mr. Granito, our Chairman of the
Board, in accordance with the terms of the Stock Purchase Agreement, immediately
converted $826,087 of his convertible debt owed by us to Mr. Grantio into
2,173,913 shares of our restricted common stock (equal to the number of shares
acquired by Phronesis) at the $0.38 conversion price per share.



                                       9
<PAGE>

QUICK-MED TECHNOLOGIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
================================================================================

NOTE 3 - STOCKHOLDERS' EQUITY (CONTINUED)

During the six months ended December 31, 2004, the Company issued 944,376 shares
of restricted common stock in payment for services rendered by the employees,
directors and service providers.


NOTE 4 - RELATED PARTY TRANSACTIONS

For the six months ended December 31, 2004 and 2003, the Company received
$450,000 and $775,000 respectively, from our Company's Chairman. The funding
received from our Chairman in 2004 was part of the convertible note payable as
described below. In 2003, our Chairman funded the Company by purchasing our
restricted common stocks for $600,000 and loaning us $175,000 in a short term
note, of which $50,000 was repaid by us to our Chairman. In addition, our
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 note at the interest rate of
6% per annum. The short term notes were subsequently consolidated into a long
term convertible note as described below.

In September 2003, we negotiated a successor agreement with our 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 was extended until July 1, 2006 by our Chairman. 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 August 2004, the Board of Directors granted our Chairman the right to
consolidate the short-term debt and its related accrued interest into the
convertible note under the same terms. Our Chairman exercised the right to
consolidate all outstanding short term note and accrued interest into the
long-term convertible note under the same terms.

As more fully described in Note 3 above, our Chairman converted $500,000 and
$826,087 of the convertible note owed by us into 1,315,790 and 2,173,913 shares
of our restricted common stock on November 30 and December 31, 2004,
respectively, in accordance with the terms of the Stock Purchase Agreement.
These amounts were converted at a conversion price applicable to the convertible
debt of $0.38 per share. At December 31, 2004, the convertible note outstanding
balance to our Chairman was $1,268,625 convertible into 3,338,487 shares of
restricted common stock.

For the six months ended December 31, 2004 and 2003, the Company received
$10,417 and $55,525 respectively, from our Company's President, to fund
operations. These loan amounts were accounted as short term notes with the
interest rate of 6% per annum. We repaid our President $30,000 and $1,978 of our
short term notes owed to him during the six months ended December 31, 2004 and
2003, respectively. Subsequent to December 31, 2004, we repaid in full our
entire indebtedness plus accrued interest to our President of approximately
$59,000.

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



                                       10
<PAGE>

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/A for our fiscal year ended June 30, 2004. 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) because we have a
limited operating history and our technologies are still evolving, we may not be
able to successfully manage our business or achieve profitability; (b) our
technology and product development processes, which include regulatory
approvals, are lengthy and expensive and there is no assurance that will have
sufficient resources to complete development related to these processes; (c) our
history of losses make it difficult for you to evaluate our current and future
business and prospects and future financial results; (d) there is no assurance
that our technologies or products that employ our technologies will be accepted
in the marketplace; (e) we do not currently carry product liability insurance
and should we be subject to a product liability claim, our financial condition
may be adversely affected; (f) we have negative cash flow from operations and an
accumulated deficit that raises substantial doubt about our ability to continue
as a going concern; (g) our future business is dependent upon third parties to
market, manufacture, and distribute our technologies and/or products or jointly
developed products; (h) our operations had been largely funded by our Chairman
of the Board, and are currently funded by our equity financings in November 30
and December 31, 2004, however, there are no assurances that the equity
financings will be sufficient to ensure our future financial performance; (i) we
are subject to substantial regulations pertaining to our business; (j) we have
substantial debt obligations due to our Chairman of the Board, who had funded
our operations, debt obligations of which are secured by our assets and revenues
and which are senior obligations due by us; and (k) other risk factors discussed
in our periodic filings, which may be accessed at http://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 perform the manufacturing,
marketing, and distribution functions associated with our technologies.


Our business model has attempted and will continue to attempt to develop the
following revenue segments:

         o        License fees;

         o        Profit sharing related revenues;

         o        Research and development fees paid to us in conjunction with
                  joint development agreements; and

         o        Government research and development grants.

Our potential revenues will be derived from government agencies and the
following types of companies in connection with our NIMBUS(TM) technology:


<PAGE>

         o        Healthcare and medical;

         o        Apparel;

         o        Cosmetic;

         o        Personal care companies; and

         o        Building materials industry.

Uncertainties and Trends
------------------------

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 products or future products that utilize our
                  technologies;

         o        Our ability to secure license or profit sharing related
                  agreements and secure government research and development
                  grants;

         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.

Uncertainties or trends that may affect our business also include the
possibility that known or unknown competitors, who prove superior in performance
or price to our products, may develop products with similar applications to our
proposed 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 physical property, plant and
equipment. However, we are exploring the potential acquisition of additional
intellectual properties.

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 SIX MONTHS ENDED DECEMBER 31, 2004 AND 2003

REVENUES. During the six months ended December 31, 2004 we had $35,653 of
revenues, compared to $12,000 of revenues for the six months ended December 31,
2003, representing a 197% increase in our revenues. Our revenues during the six

<PAGE>

months ended December 31, 2004 consisted of : (a) $30,986, which represented our
proportionate share of the product sales by a cosmetic and personal care
division of Engelhard Corporation, in connection with a master agreement we have
with Engelhard Corporation for product development, manufacturing and
distribution; and (b) $4,667, which represented a pro rata share of the fees
related to the research agreement with Johnson & Johnson Wound Management, a
division of ETHICON INC., a Johnson & Johnson company, beginning in late
November 2004. In December 2003, we had revenues of $12,000 from a specialty
chemical manufacturer, Noville, Inc.; however, Noville, Inc. has terminated its
revenues arrangement with us.

OPERATING LOSSES. Operating losses for the six months ended December 31, 2004
decreased by 45% or $714,482 to ($856,481) for the six months ended December 31,
2004 from ($1,570,963) for the six months ended December 31, 2003. The decrease
in operating loss was primarily due to a reduction of $700,362 or 73% in
non-cash stock-based compensation and a $57,350 or 26% decrease research and
development expenses, offset by an increase of $60,562 or 16% in general and
administrative expenses for those comparable prior periods, as described in more
detail below.

NON-CASH STOCK-BASED COMPENSATION. Non-Cash Stock-Based Compensation decreased
$700,362 or 73% to $262,287 for the six months ended December 31, 2004, from
$962.649 for the six months ended December 30, 2003. This decrease in non-cash
stock based compensation was attributed to several factors. First, we issued a
larger number of approximately 1,200,000 stock options to our directors,
employees and consultants in 2003 at an exercise price at market value of $0.55
per share as compared to approximately 585,000 stock options issued in 2004 at
an exercise price of an average closing price of $0.17, which resulted in the
recognition of a large compensation expense in 2003. Second, we paid our
directors for their services with our restricted common stocks in both 2004 and
2003; however, the $0.55 per share price was much higher in 2003 as compared to
$0.17 per share price for those in 2004 at the time of issuance. Thirdly, we
took a charge of approximately $218,000 for stock options issued in previous
fiscal years but were vested in 2003. We did not have a similar stock option
charge in 2004. Fourthly, we also took a charge of $90,000 in stock-based
compensation in 2003 as a result of the issuance of 1,000,000 shares of 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.
Subsequently, the Company also issued 1,400,000 shares of stock 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.

RESEARCH AND DEVELOPMENT EXPENSE. Research and development expense decreased by
$57,350 or 26% to $159,712 for the six months ended December 31, 2004, from
$217,062 December 31, 2003, as a result of a $50,000 license fee payment to a
specialty dermatology company during the six months ended December 31, 2003.

GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expense increased
by $60,562 or 16% to $441,637 for the six month period ended December 31, 2004,
from $381,075 for the six month period December 31, 2003. This increase in our
general and administrative expenses is primarily attributed to significant
corporate legal fees related to our equity financings, our corporate governance
expenses, our patent maintenance fees, additional consulting expenses incurred
in 2004, and promotional and sales expenses related to product sales under the
master agreement for product development, manufacturing and distribution
mentioned above.

OTHER INCOME. During the six months ended December 31, 2004, we had $17,478 in
other income, which represented a gain from a debt settlement of the legal fees
owed by us to a law firm. This law firm entered into a bankruptcy proceeding. We
reached a settlement agreement with the trustee for the estate of the law firm
at the amount less than the carrying liability. There was no such gain in 2003.


<PAGE>

INTEREST EXPENSE. Interest expense for the six- month period ended December 31,
2004 increased $17,521 or 41% to $60,735, compared to $43,214 for the six- month
period ended December 31, 2003. This increase was due to the larger average
outstanding loan balance of approximately $2,300,000 due to our Chairman and
President during the six months ended December 31, 2004, compared to an
approximate $1,500,000 average loan outstanding during the six months ended
December 31, 2003.

NET LOSS. Net loss for the six- month period ended December 31, 2004 was
($899,738) or ($0.05) per share compared to ($1,614,177) or ($0.10) per share
for the six -month period ended December 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 DECEMBER 31, 2004 AND 2003

Revenues. During the three months ended December 31, 2004, we had $14,639 of
revenues, compared to $12,000 revenues for the three months ended December 31,
2003, representing a 22% increase in our revenues. Our revenues for the three
months ended December 31, 2004, consisted of: (a) $9,972, which represented our
proportionate share of the product sales by a cosmetic and personal care
division of Engelhard Corporation, with which we have a master agreement for
product development, manufacturing and distribution; and (b) $4,667, which
represented a pro rata share of the fees related to the research agreement with
Johnson & Johnson Wound Management, a division of ETHICON INC., a Johnson &
Johnson company, beginning in late November 2004. In December 2003, we had
revenues of $12,000 from a specialty chemical manufacturer, Noville, Inc.;
however, Noville, Inc. has terminated its revenues arrangement with us.

OPERATING LOSSES. Operating losses for the three months ended December 31, 2004
decreased by 32% or $178,837 to ($381,842) for the three months ended December
31, 2004 from ($560,679) for the three months ended December 31, 2003. The
decrease in operating loss was primarily due to a reduction of $175,536 or 84%
in non-cash stock-based compensation and a $6,710 or 3% decrease in general and
administrative expenses, offset by an increase of $3,930 or 5% in research and
development expenses for those comparable prior periods, as described in more
detail below.

NON-CASH STOCK-BASED COMPENSATION. Non-Cash Stock-Based Compensation decreased
$175,536 or 84% to $34,481 for the three months ended December 31, 2004, from
$210,017 for the three months ended December 31, 2003. This decrease in non-cash
stock based compensation is attributed to a charge of approximately $86,000 for
stock options issued in a previous fiscal year but were vested in 2003. We did
not have a similar stock option charge in 2004. In addition, we also took 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. Subsequently, the Company also issued 1,400,000
shares of stock 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.

RESEARCH AND DEVELOPMENT EXPENSE. Research and development expense increased by
$3,930 or 5% to $88,927 for the three months ended December 31, 2004, from
$84,997 for the comparable period ended December 30, 2003.

GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expense decreased
by $6,710 or 3% to $259,866 for the three months period ended December 31, 2004,
from $266,576 for the three months period ended December 31, 2003. This decrease
in our general and administrative expenses is primarily attributed to an offset
between the increases in significant corporate legal fees related to our equity
financings, in our corporate governance expenses, in additional consulting
expenses, and promotional and sales expenses related to product sales under the
master agreement for product development, manufacturing and distribution
mentioned above, and the decreases in patent maintenance fees in other general
expenses categories.


<PAGE>

OTHER INCOME. During the three months ended December 31, 2004, we had $17,478 in
other income, which represented a gain from a debt settlement of the legal fees
owed by us to a law firm. This law firm entered into a bankruptcy proceeding. We
reached a settlement agreement with the trustee for the estate of the law firm
at the amount less than the carrying liability. There was no such gain in 2003.

INTEREST EXPENSE. Interest expense for the three months period ended December
31, 2004 increased $8,787 or 39% to $31,301 as compared to $22.514 for the three
months period ended December 31, 2003. This increase was due to the average
larger outstanding loan balance of approximately $2,300,000 due to our Chairman
of the Board and our President at December 31, 2004 as compared to approximately
$1,500,000 loan balance outstanding at December 31, 2003.

NET LOSS. Net loss for the three months period ended December 31, 2004 was
($395,665) or ($0.02) per share compared to ($583,193) or ($0.04) per share for
the three months period ended December 31, 2003. This decrease is primarily
attributable to a reduction in non-cash stock-based compensation and general and
administrative expense, offset by an increase in research and development
expenses.

LIQUIDITY AND CAPITAL RESOURCES

Our auditors have issued a going concern opinion on our audited financial
statements for the fiscal years ended June 30, 2004 and 2003 as we have
experienced recurring losses and negative cash flows from operations in these
periods. In addition, we had a net capital deficiency. These matters raise
substantial doubt about our ability to continue as a going concern.


Total cash on hand at December 31, 2004 was $1,673,781 as compared with $20,645
at September 30, 2004 and $87,522 at December 31, 2003.


Equity Financing and our Cash Requirements
------------------------------------------

On November 30, 2004, we completed an agreement to sell 5,000,000 shares of our
restricted common stock to Phronesis Partners, L.P. ("Phronesis"), a Delaware
limited partnership, for $1,000,000 before commission and expenses (the "Stock
Purchase Agreement"). On November 30, 2004, we received $880,000 net of
commission and expenses of $120,000. In connection with the Stock Purchase
Agreement, our Chairman of the Board, Mr. Granito, converted $500,000 of the
convertible debt we owed to him into 1,315,790 shares of our restricted common
stock at a conversion price applicable to the convertible debt of $0.38 per
share. In connection with the Stock Purchase Agreement, Phronesis and we
completed a Warrant Agreement, in which we granted Phronesis certain warrants to
purchase shares of our restricted common stock at an exercise price as defined
in the Warrant Agreement. The Warrant Agreement expires on February 5, 2005 and
provides for a maximum investment of $1,000,000 by Phronesis through the
exercise of warrants. On December 31, 2004, Phronesis and we agreed to amend the
exercise price for the warrant price to $0.46 per share. All other terms of the
Stock Purchase Agreement and the Warrant Agreement remained the same. On the
same date, Phronesis exercised its warrant to purchase 2,173,913 shares of our
restricted common stock at a per share price of $0.46, or an aggregate purchase
price of $1,000,000 before commission of $70,000.

In connection with the exercise of the warrant and in accordance with the terms
of the Stock Purchase Agreement, Mr. Granito, our Chairman of the Board,
immediately converted $826,087 of his convertible debt owed by us to Mr. Grantio
into 2,173,913 shares of our restricted common stock (equal to the number of
shares acquired by Phronesis) at a conversion price applicable to the
convertible debt of $0.38 per share.

We can 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 $133,000
per month or an aggregate of $1,600,000 over the next twelve (12) months, in the
following areas:


<PAGE>

         o        Research and development expenditures of approximately $69,000
                  per month or an aggregate $828,000 over the next twelve (12)
                  months, which will consist of the following estimated monthly
                  expenditures: (a) $33,000 in payroll for scientists; (b)
                  $21,000 for outside research and development expenditures; and
                  (c) $15,000 for chemical supplies, and laboratory operating
                  expenses, including rent expense;

         o        Patent related legal fees of approximately $24,000 per month
                  or an aggregate $288,000 annually; and

         o        Operating expenses of approximately $40,000 per month or an
                  aggregate $480,000 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 balance of $1,673,781 as of December 31, 2004 will satisfy our
cash requirements for a period of twelve (12) months.


Based upon our cash requirements for our Plan of Operations and our current
dividend policy of investing any available cash to our operations, however, we
do not plan to distribute any cash to our stockholders.


As of December 31, 2004, we have notes outstanding to our Chairman of the Board
and the President totaling $1,268,625 and $59,624, respectively. During the six
months ended December 31, 2004, the short-term note with our Chairman of the
Board was consolidated with the long-term convertible note under the same terms.
The maturity date was extended to July 1, 2006 from July 1, 2004. On November 30
and December 31, 2004, a total of $1,326,087 of the long-term convertible note
was converted into 3,489,703 shares of our restricted common stock. Our
President's note payable is a short-term note with no specific repayment terms.
Subsequent to December 31, 2004, we repaid in full our President's note payable.


If we are unable to successfully repay or restructure our loan to our Chairman
of the Board, we may have to liquidate our business and undertake any or all the
steps outlined below.

         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.

If we have any liabilities that we 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 stockholders. 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.



<PAGE>

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 December 31, 2004, we had a working capital of $1,417,517, primarily due to:
(a) a short-term stockholder loan, including, accrued interest totaling $59,624,
and (b) accounts payable of $203,340. At December 31, 2004, we had a
stockholders' equity of $332,113, a substantial portion of which is due to
non-cash stock compensation expense and non-cash interest expense from the notes
payable conversions.

Cash used by operating activities was $582,846 for the six months ended December
31, 2004. Net cash used by investing activities was $3,595. Net cash provided by
financing activities was $2,240,417, of which $1,810,000 was from the sale of
our restricted common stocks; stockholder loans of $430,417 net of repayments of
$30,000.

To date, we have funded our activities principally from the issuance of shares
of restricted common stock to; (a) an institutional investor for net proceeds of
$1,810,000; (b) our Chairman of the Board totaling $850,000; (c) from
stockholder loans totaling $2,654,336, including related accrued interest, and
(d) 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 restricted common stock at $1.00 per
share.

During the six months ended December 31, 2004, we borrowed a total of
approximately $460,417 through: (a) $450,000 from our Chairman under the
long-term note as described above, and (b) $10,417 from our President, which was
subsequently paid in full in 2005.

In September 2003, the stockholder loan payable of $9,300 plus accrued interest
was 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 through
the issuance of 50,000 shares of restricted common stock.

In December 2004, approximately $13,267 of accounts payable was paid through the
issuance of 66,335 shares of restricted common stock.

Contractual Obligations And Commercial Commitments

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

<TABLE>
<CAPTION>
Significant Obligations                Total       Within 1 Year        2-3 Years      4-5 Years        After 5 Years
-----------------------                -----       -------------        ---------      ---------        -------------
<S>                                    <C>         <C>                  <C>            <C>              <C>
Capital Leases                         $-
Operating Leases                       $4,500      $4,500               $-             $-               $-
</TABLE>

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


Item 3.  Controls and Procedures
--------------------------------

Evaluation of Disclosure Controls and Procedures

Based on our management's evaluation, with the participation of our principal
executive officer and Chief Financial Officer, of the our disclosure controls
and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act
of 1934 (the "Exchange Act")), our principal executive officer and our Chief
Financial Officer have concluded that as of December 31, 2004, the end of the
period covered by this Quarterly Report on Form 10-QSB, such disclosure controls
and procedures are effective to ensure that information required to be disclosed
by us in reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms.



<PAGE>

Changes in Internal Controls over Financial Reporting

As of the end of our quarter ended December 31, 2004, there was no change in the
our internal controls over financial reporting that has materially affected, or
is reasonably likely to materially affect, our internal control over financial
reporting.


                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings.
---------------------------

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.  Unregistered Sales of Equity Securities and Use of Proceeds
--------------------------------------------------------------------

On July 1, 2004, we granted 75,000 shares of common stock to Mr. Michael R.
Granito for his services as a member of the Board of Directors and Executive
Committee. In addition, we granted to Mr. Granito an option to acquire up to
25,000 shares of restricted common stock. These stock options were issued to Mr.
Granito for his services as our Chairman of the Board. We relied upon Section
4(2) of the Securities Act for the offer and sale. We believed that Section 4(2)
was available because the offer and sale did not involve a public offering and
there was no general solicitation or general advertising involved in the offer
or sale. We placed restrictive legends on the certificates representing these
securities issued to Mr. Granito stating that the securities were not registered
under the Securities Act and are subject to restrictions on their
transferability and resale.

On July 1, 2004, we issued 75,000 shares of common stock to Mr. David S. Lerner
for his services as a member of the Board of Directors and Executive Committee.
In addition, we granted to Mr. Lerner an option to acquire up to 175,000 shares
of restricted common stock for his services as our President. These stock
options were issued to Mr. Lerner as a performance bonus. We relied upon Section
4(2) of the Securities Act for the offer and sale. We believed that Section 4(2)
was available because the offer and sale did not involve a public offering and
there was no general solicitation or general advertising involved in the offer
or sale. We placed restrictive legends on the certificates representing the
shares and stock options issued to Mr. Lerner stating that the securities were
not registered under the Securities Act and are subject to restrictions on their
transferability and resale.



<PAGE>

On July 1, 2004, we granted 87,500 shares of common stock to Mr. Paul G. Cerjan
for his services as a member of the Board of Directors, Executive committee, and
Compensation Committee. In addition, we granted to Mr. Cerjan an option to
acquire up to 25,000 shares of restricted common stock. These stock options were
issued to Mr. Cerjan for his services as our Vice President, Worldwide Military
Affairs. We relied upon Section 4(2) of the Securities Act for the offer and
sale. We believed that Section 4(2) was available because the offer and sale did
not involve a public offering and there was no general solicitation or general
advertising involved in the offer or sale. We placed restrictive legends on the
security certificates representing these securities issued to Mr. Cerjan stating
that the securities were not registered under the Securities Act and are subject
to restrictions on their transferability and resale.

On July 1, 2004, we issued 62,500 shares of common stock to Mr. Gerald M.
Olderman for his services as a member of the Board of Directors. In addition, we
granted to Mr. Olderman an option to acquire up to 175,000 shares of restricted
common stock. These stock options were issued to Mr. Olderman as a performance
bonus in his capacity as our Vice President, Research and Development and
Commercialization. We relied upon Section 4(2) of the Securities Act for the
offer and sale. We believed that Section 4(2) was available because the offer
and sale did not involve a public offering and there was no general solicitation
or general advertising involved in the offer or sale. We placed restrictive
legends on the certificates representing the shares and stock options issued to
Mr. Olderman stating that the securities were not registered under the
Securities Act and are subject to restrictions on their transferability and
resale.

On July 1, 2004, we granted 100,000 shares of common stock to Mr. George E.
Friel for his services as a member of the Board of Directors, Audit Committee,
Executive Committee, and Compensation Committee. In addition, we granted to Mr.
Friel an option to acquire up to 5,000 shares of restricted common stock. These
stock options were issued to Mr. Friel for his services as our Vice President,
Chemical and Biological Affairs. We relied upon Section 4(2) of the Securities
Act for the offer and sale. We believed that Section 4(2) was available because
the offer and sale did not involve a public offering and there was no general
solicitation or general advertising involved in the offer or sale. We placed
restrictive legends on the security certificates representing these securities
issued to Mr. Friel stating that the securities were not registered under the
Securities Act and are subject to restrictions on their transferability and
resale.

On July 1, 2004, we issued 62,500 shares of common stock to Mr. Gregory S.
Schultz for his services as a member of the Board of Directors. In addition, we
granted to Mr. Schultz an option to acquire up to 100,000 shares of restricted
common stock. These stock options were issued to Mr. Schultz for his services as
our Vice President, Laboratory and Clinical Research. We relied upon Section
4(2) of the Securities Act for the offer and sale. We believed that Section 4(2)
was available because the offer and sale did not involve a public offering and
there was no general solicitation or general advertising involved in the offer
or sale. We placed restrictive legends on the certificates representing the
shares and stock options issued to Mr. Schultz stating that the securities were
not registered under the Securities Act and are subject to restrictions on their
transferability and resale.

On July 1, 2004, we granted 18,322 shares of common stock to Mr. Richard F.
Caffrey for his services as a member of the Board of Directors. In addition, we
granted to Mr. Caffrey an option to acquire up to 10,000 shares of restricted
common stock. These stock options were issued to Mr. Caffrey for assisting us in
developing our new business plan. We relied upon Section 4(2) of the Securities
Act for the offer and sale. We believed that Section 4(2) was available because
the offer and sale did not involve a public offering and there was not general
solicitation or general advertising involved in the offer or sale. We placed
restrictive legends on the security certificates representing these securities
issued to Mr. Caffrey stating that the securities were not registered under the
Securities Act and are subject to restrictions on their transferability and
resale. Mr. Caffrey became a board member on March 15, 2004.

Effective July 1, 2004, we issued warrants to Mr. Kyle B.A. Scott entitling him
to acquire up to 67,500 shares of restricted common stock at an exercise price
of $0.18 per share, the then-current market value of our common stock. These
warrants were issued to Mr. Scott in accordance with our consulting agreement
with Mr. Scott, as partial payment for services rendered to us by Mr. Scott from
May 15 to June 30, 2004, with vesting provisions applicable to 40,000 shares of
common stock underlying these warrants. We relied upon Section 4(2) of the
Securities Act for the offer and sale. We believed that Section 4(2) was
available because the offer and sale did not involve a public offering and there
was not general solicitation or general advertising involved in the offer or
sale. We placed restrictive legends on the warrant certificates representing the
warrants issued to Mr. Scott stating that the securities were not registered
under the Securities Act and are subject to restrictions on their
transferability and resale.

<PAGE>

On August 4, 2004, we amended the terms of the notes issued to Mr. Michael R.
Granito, our Chairman. Of the two notes then held by Mr. Granito, the
convertible note with a principal amount of $1,425,200 (of a maximum
$1,500,000), convertible to common stock at a conversion price of $0.38 per
share, was extended to July 31, 2005, while the second, non-convertible note,
with a principal amount of $930,785, was granted identical terms to the extended
convertible note, including the same conversion privileges. These notes were
combined into a single note due July 31, 2006, currently with a principal amount
outstanding of $1,268,625, after the $1,326,087 conversion into restricted
common stocks. The current principal amount (excluding accrued interest) of this
note is convertible at the option of the holder, Mr. Granito, into a maximum of
approximately 3,338,487 shares of restricted common stock based on the $0.38 per
share conversion price (which is subject to certain anti-dilution protection
provisions). We have placed restrictive legends on the note stating that the
note and the shares of common stock into which the principal amount may be
converted have not been registered under the Securities Act and are subject to
restrictions on their transferability and resale.

Effective August 24, 2004, we granted 50,000 shares of common stock to Mr.
Michael J. Pitsokos as part of his January 2, 2003 consulting agreement with us.
We relied upon Section 4(2) of the Securities Act for the offer and sale. We
believed that Section 4(2) was available because the offer and sale did not
involve a public offering and there was no general solicitation or general
advertising involved in the offer or sale. We placed restrictive legends on the
stock certificate representing the shares issued to Mr. Pitsokos stating that
the securities were not registered under the Securities Act and are subject to
restrictions on their transferability and resale.

On August 31, 2004, we granted 27,047 shares of common stock to Ms. Natasha A.
Sorobey as partial payment for consulting services rendered to us by Ms. Sorobey
from July 1 to August 31, 2004. The shares granted to Ms. Sorobey were valued at
a price ranging from$0.18 to $0.19 per share, for an aggregate price of $5,000.
We relied upon Section 4(2) of the Securities Act for the offer and sale. We
believed that Section 4(2) was available because the offer and sale did not
involve a public offering and there was no general solicitation or general
advertising involved in the offer or sale. We placed restrictive legends on the
stock certificate representing the shares issued to Ms. Sorobey stating that the
securities were not registered under the Securities Act and are subject to
restrictions on their transferability and resale.

On September 3, 2004, we issued 200,000 shares of common stock to Ms. Natasha A.
Sorobey in accordance with her consulting agreement with us. We relied upon
Section 4(2) of the Securities Act of 1933, as amended ("Securities Act") for
the offer and sale. We believed that Section 4(2) was available because the
offer and sale did not involve a public offering and there was no general
solicitation or general advertising involved in the offer or sale. We placed
restrictive legends on the stock certificate representing the shares issued to
Ms. Sorobey stating that the securities were not registered under the Securities
Act and are subject to restrictions on their transferability and resale.

On September 30, 2004, we granted 83,505 shares of common stock to Mr. Nam H.
Nguyen as partial payment for services rendered to us by Mr. Nguyen from July 1,
2004 to September 30, 2004. The shares granted to Mr. Nguyen were valued at
prices ranging from of $0.17 to $0.19 per share, for an aggregate price of
$15,000. We relied upon Section 4(2) of the Securities Act for the offer and
sale. We believed that Section 4(2) was available because the offer and sale did
not involve a public offering and there was no general solicitation or general
advertising involved in the offer or sale. We placed restrictive legends on the
stock certificate representing the shares issued to Mr. Nguyen stating that the
securities were not registered under the Securities Act and are subject to
restrictions on their transferability and resale.

On September 30, 2004, we issued a warrant to Mr. Kyle B.A. Scott entitling him
to acquire up to 15,000 shares of common stock at an exercise price of $0.15 per
share, the then-current market value of our common stock. This warrant was
issued to Mr. Scott as partial payment for services rendered to us by Mr. Scott
from July 1 to September 30, 2004. We relied upon Section 4(2) of the Securities
Act for the offer and sale. We believed that Section 4(2) was available because
the offer and sale did not involve a public offering and there was not general
solicitation or general advertising involved in the offer or sale. We placed
restrictive legends on the warrant certificate representing the warrant issued
to Mr. Scott stating that the securities were not registered under the
Securities Act and are subject to restrictions on their transferability and
resale.


<PAGE>

On October 1, 2004, we granted 36,667 shares of common stock to Mr. Nam H.
Nguyen as partial payment for services rendered to us by Mr. Nguyen for October
2004. The shares granted to Mr. Nguyen were valued at price of $0.15 per share,
for an aggregate price of $5,500. We relied upon Section 4(2) of the Securities
Act for the offer and sale. We believed that Section 4(2) was available because
the offer and sale did not involve a public offering and there was not general
solicitation or general advertising involved in the offer or sale. We placed
restrictive legends on the stock certificate representing the shares issued to
Mr. Nguyen stating that the securities were not registered under the Securities
Act and are subject to restrictions on their transferability and resale.

On October 31, 2004, we issued a warrant to Mr. Kyle B.A. Scott entitling him to
acquire up to 5,000 shares of common stock at an exercise price of $0.20 per
share, the then-current market value of our common stock. This warrant was
issued to Mr. Scott as partial payment for services rendered to us by Mr. Scott
from October 1 to October 31, 2004. We relied upon Section 4(2) of the
Securities Act for the offer and sale. We believed that Section 4(2) was
available because the offer and sale did not involve a public offering and there
was not general solicitation or general advertising involved in the offer or
sale. We placed restrictive legends on the warrant certificate representing the
warrant issued to Mr. Scott stating that the securities were not registered
under the Securities Act and are subject to restrictions on their
transferability and resale.

Effective November 15, 2004, we issued warrants to Mr. Kyle B.A. Scott entitling
him to acquire up to 60,000 shares of restricted common stock at an exercise
price of $0.14 per share, the then-current market value of our common stock.
These warrants were issued to Mr. Scott in accordance with our consulting
agreement with Mr. Scott, as partial payment for services rendered to us by Mr.
Scott from November 15 to May 15, 2005, with vesting provisions applicable to
22,500 shares of common stock underlying these warrants. We relied upon Section
4(2) of the Securities Act for the offer and sale. We believed that Section 4(2)
was available because the offer and sale did not involve a public offering and
there was not general solicitation or general advertising involved in the offer
or sale. We placed restrictive legends on the warrant certificates representing
the warrants issued to Mr. Scott stating that the securities were not registered
under the Securities Act and are subject to restrictions on their
transferability and resale.

On December 1, 2004, we issued 66,335 shares of our common stock to Mr.
Christopher Batich in exchange for approximately $13,267, which we owed to Mr.
Batich for services rendered to us. The shares granted to Mr. Batich were valued
at price of $0.20 per share, for an aggregate price of approximately $13,267. We
relied upon Section 4(2) of the Securities Act for the offer and sale. We
believed that Section 4(2) was available because the offer and sale did not
involve a public offering and there was not general solicitation or general
advertising involved in the offer or sale. We placed restrictive legends on the
stock certificate representing the shares issued to Mr. Batich stating that the
securities were not registered under the Securities Act and are subject to
restrictions on their transferability and resale.

On November 30, 2004, we issued a warrant to Mr. Kyle B.A. Scott entitling him
to acquire up to 2,500 shares of common stock at an exercise price of $0.20 per
share, the then-current market value of our common stock. This warrant was
issued to Mr. Scott as partial payment for services rendered to us by Mr. Scott
from November 15 to November 30, 2004. We relied upon Section 4(2) of the
Securities Act for the offer and sale. We believed that Section 4(2) was
available because the offer and sale did not involve a public offering and there
was not general solicitation or general advertising involved in the offer or
sale. We placed restrictive legends on the warrant certificate representing the
warrant issued to Mr. Scott stating that the securities were not registered
under the Securities Act and are subject to restrictions on their
transferability and resale.


<PAGE>

On December 31, 2004, we issued a warrant to Mr. Kyle B.A. Scott entitling him
to acquire up to 7,500 shares of common stock at an exercise price of $0.75 per
share, the then-current market value of our common stock. This warrant was
issued to Mr. Scott as partial payment for services rendered to us by Mr. Scott
from December 1 to December 31, 2004. We relied upon Section 4(2) of the
Securities Act for the offer and sale. We believed that Section 4(2) was
available because the offer and sale did not involve a public offering and there
was not general solicitation or general advertising involved in the offer or
sale. We placed restrictive legends on the warrant certificate representing the
warrant issued to Mr. Scott stating that the securities were not registered
under the Securities Act and are subject to restrictions on their
transferability and resale.

On January 1, 2005, we granted 200,000 shares of common stock to Mr. Nam H.
Nguyen as part of Mr. Nguyen's consulting agreement with us. We relied upon
Section 4(2) of the Securities Act for the offer and sale. We believed that
Section 4(2) was available because the offer and sale did not involve a public
offering and there was not general solicitation or general advertising involved
in the offer or sale. We placed restrictive legends on the stock certificate
representing the shares issued to Mr. Nguyen stating that the securities were
not registered under the Securities Act and are subject to restrictions on their
transferability and resale.

On January 31, 2005, we issued a warrant to Mr. Kyle B.A. Scott entitling him to
acquire up to 5,000 shares of common stock at an exercise price of $0.70 per
share, the then-current market value of our common stock. This warrant was
issued to Mr. Scott as partial payment for services rendered to us by Mr. Scott
from January 1 to January 31, 2005. We relied upon Section 4(2) of the
Securities Act for the offer and sale. We believed that Section 4(2) was
available because the offer and sale did not involve a public offering and there
was not general solicitation or general advertising involved in the offer or
sale. We placed restrictive legends on the warrant certificate representing the
warrant issued to Mr. Scott stating that the securities were not registered
under the Securities Act and are subject to restrictions on their
transferability and resale.

Item 3.  Defaults Upon Senior Securities
----------------------------------------

None.

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

(a) Our 2004 Annual Meeting of Stockholders was held on December 13, 2004 in
Gainesville, Florida ("Annual Meeting").

(b) A total of 11,138,829 shares of our common stock (60.4% of all shares
entitled to vote at the Annual Meeting) were represented at the Annual Meeting,
in person or by proxy. Our stockholders were requested to elect 7 directors, and
all nominees were elected as indicated by the following voting tabulation:

      Name of Nominee                              For              Withheld
      ---------------                              ---              --------

      Michael R. Granito                        11,133,829             5,500
      David S. Lerner                           11,128,329            10,500
      George E. Friel                           11,133,329             5,500
      Paul G. Cerjan                            11,133,829             5,500
      Gerald M. Olderman                        11,128,329            10,500
      Gregory S. Schultz                        11,133,329             5,500
      Richard F. Caffrey                        11,133,829             5,000


<PAGE>

(c)      (i) Our stockholders were requested to ratify the appointment of
         DaszkalBolton LLP as our independent accountants for fiscal year 2005.
         Our stockholders approved this proposal, with 11,133,829 votes being
         cast for the proposal, 5,000 votes being cast against the proposal.

         (ii) Our stockholders were requested to ratify and approve our Amended
         and Restated 2001 Equity Incentive. Our stockholders approved this
         proposal, with 11,133,829 votes being cast for the proposal, 5,000
         votes being cast against the proposal.

         (iii) Our stockholders were requested to approve the amendments to the
         Our Articles of Incorporation and Bylaws to increase the maximum number
         of our Directors from seven (7) to nine (9). Our stockholders approved
         this proposal, with 11,128,329 votes being cast for the proposal,
         10,500 votes being cast against the proposal. (iv) Our stockholders
         were requested to approve an amendment to our Bylaws to extend the time
         period for the holding of annual meetings of stockholders from three
         months to six months following the Company's fiscal year end. Our
         stockholders approved this proposal, with 11,133,829 votes being cast
         for the proposal, 5,000 being cast against the proposal.
         (v) Our stockholders were requested to approve our Bylaws to clarify
         that written consents approved by majority stockholders may be relied
         upon in lieu of stockholder meetings, including annual meetings. Our
         stockholders approved this proposal, with 11,133,329 votes being cast
         for the proposal, 5,500 being cast against the proposal.


Item 5.  Other Information.
---------------------------

None

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     Certification of Principal Executive Officer Pursuant to Rule 13a-15(e)
         and 15d-15(e), filed herewith.

31.2     Certification of Chief Financial Officer Pursuant to Rule 13a-15(e) and
         15d-15(e), filed herewith.

32.1    Certification of Principal Executive Officer pursuant to 18 U.S.C.
        Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002, filed herewith.


<PAGE>

32.2     Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
         1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
         2002, filed herewith.

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 Quarterly Report on Form 10-QSB
for the three- month period ended September 30, 2003.


Reports in Form 8-K
-------------------

On December 3, 2004, we filed a Form 8-K which reported that on November 30,
2004, we completed an agreement with Phronesis Partners, L.P., in which we sold
5,000,000 shares of our common stock to Phronesis for a per share price of $0.20
or an aggregate purchase price of $1,000,000. In connection with this agreement,
our Chairman of the Board, Mr. Granito, converted $500,000 of the convertible
debt we owed to him into 1,315,790 shares of our restricted common stock at a
conversion price applicable to the convertible debt of $0.38 per share.

On January 4, 2005, we filed a Form 8-K which reported that on December 31,
2004, Phronesis and we agreed to amend the exercise price for the warrant to
$0.46 per share. On the same date, Phronesis exercised its warrant to purchase
2,173,913 shares of our common stock at a per share price of $0.46 or an
aggregate purchase price of $1,000,000. In connection with the exercise of the
warrant, Mr. Granito, our Chairman of the Board, immediately converted $826,087
of his convertible debt owed by us to Mr. Grantio into 2,173,913 shares of our
restricted common stock (equal to the number of shares acquired by Phronesis) at
a conversion price applicable to the convertible debt of $0.38 per share.



<PAGE>

                                   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.

                                        Quick-Med Technologies, Inc.
                                        ---------------------------
                                        (Registrant)



Date: February 11, 2005                         By: /s/ David S. Lerner
      -----------------------------------       --------------------------------
                                                David S. Lerner
                                                President and Principal
                                                Executive Officer

Date: February 11, 2005                         By: /s/ Nam H. Nguyen
      -----------------------------------       --------------------------------
                                                Nam H. Nguyen
                                                Chief Financial Officer