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 March 31, 2005

      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 Identification No.)
 Incorporation or Organization)


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


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


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

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

                Applicable Only to Issuers Involved in Bankruptcy
                   Proceedings During the Preceding Five Years

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by court. |_| Yes |_| No

Number of shares of common stock outstanding as of May 10, 2005: 29,622,667
<PAGE>

PART I FINANCIAL INFORMATION                                                   1

Item 1. Financial Statements                                                   1

      Condensed Balance Sheet as of March 31, 2005 (unaudited)                 1

      Condensed Statements of Operations for the three months and
      nine months ended March 31, 2005 and 2004 (unaudited)                    2

      Condensed Statement of Changes in Stockholders' Equity for the
      three months ended March 31, 2005 (unaudited)                            3

      Condensed Statements of Cash Flows for the nine months ended
      March 31, 2005 and 2004 (unaudited)                                      4

      Notes to Condensed Financial Statements                                  6

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations                                             11

Item 3. Controls and Procedures                                               18

PART II OTHER INFORMATION                                                     19

      Item 1. Legal Proceedings                                               19

      Item 2. Unregistered Sales of Equity Securities and Use of
              Proceeds                                                        19

      Item 3. Defaults Upon Senior Securities                                 24

      Item 4. Submission of Matters to a Vote of Security Holders             24

      Item 5. Other Information                                               24

      Item 6. Exhibits and Reports on Form 8-K                                25

SIGNATURES                                                                    27
<PAGE>

PART I FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

QUICK-MED TECHNOLOGIES, INC.
CONDENSED BALANCE SHEET AT MARCH 31, 2005
(UNAUDITED)

================================================================================

                                     ASSETS

Current assets:
   Cash and cash equivalents                                       $  1,215,659
   Accounts receivable                                                   26,632
                                                                   ------------
          Total current assets                                        1,242,291
                                                                   ------------

Property and equipment, net                                              11,853
                                                                   ------------

Other assets:
   Prepaid expenses                                                      12,841
   Intangible asset, net                                                315,509
                                                                   ------------
          Total other assets                                            328,350
                                                                   ------------
          Total assets                                             $  1,582,494
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                                $     84,274
   Accrued expenses                                                       6,842
   Deferred revenue                                                       9,333
   Accrued interest on note payable - officer/director                   18,769
                                                                   ------------
          Total current liabilities                                     119,218

License payable                                                         160,000
Long-term liability - note payable - officer/director                 1,268,625
                                                                   ------------
          Total liabilities                                           1,547,843
                                                                   ------------

Stockholders' equity:
   Common stock, $0.0001 par value; 100,000,000
     authorized shares; 29,622,667 shares issued
     and outstanding                                                      2,962
   Additional paid-in capital                                        11,117,372
   Outstanding stock options                                            911,296
   Accumulated deficit                                              (11,996,979)
                                                                   ------------
          Total stockholders' equity                                     34,651
                                                                   ------------
          Total liabilities and stockholders' equity               $  1,582,494
                                                                   ============

            See accompanying notes to condensed financial statements.


                                      -1-
<PAGE>

QUICK-MED TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS
AND NINE MONTHS ENDED MARCH 31, 2005 AND 2004
(UNAUDITED)

================================================================================

<TABLE>
<CAPTION>
                                                Three Months Ended               Nine Months Ended
                                                     March 31,                       March 31,
                                           ----------------------------    ----------------------------
                                               2005            2004            2005            2004
                                           ------------    ------------    ------------    ------------
<S>                                        <C>             <C>             <C>             <C>
Revenues                                   $     49,316    $     36,000    $     84,969    $     48,000
                                           ------------    ------------    ------------    ------------

Expenses:
     Cost of revenues                             7,064              --          13,262              --
     General and administrative expenses        232,816         207,071         641,342         588,146
     Research and development                   168,827         106,311         359,259         323,373
     Depreciation and amortization               11,540          11,089          33,840          33,266
     Stock-based compensation                   151,182          30,850         413,469         993,499
                                           ------------    ------------    ------------    ------------
Total expenses                                  571,429         355,321       1,461,172       1,938,284
                                           ------------    ------------    ------------    ------------

Loss from operations                           (522,113)       (319,321)     (1,376,203)     (1,890,284)
                                           ------------    ------------    ------------    ------------

Other income (expense):
     Other income                                    --              --          17,478              --
     Interest income                              5,238              --           5,238              --
     Interest expense                           (18,769)        (23,388)        (81,894)        (66,602)
                                           ------------    ------------    ------------    ------------

Loss before income taxes                       (535,644)       (342,709)     (1,435,381)     (1,956,886)
                                           ------------    ------------    ------------    ------------

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

Net loss                                   $   (535,644)   $   (342,709)   $ (1,435,381)   $ (1,956,886)
                                           ============    ============    ============    ============


Net loss per share (basic and diluted)     $      (0.02)   $      (0.02)   $      (0.07)   $      (0.12)
                                           ============    ============    ============    ============

Weighted average common
  shares outstanding                         27,086,106      17,130,013      19,475,953      15,995,277
                                           ============    ============    ============    ============
</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 MARCH 31, 2005
(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, December 31, 2004             29,260,019          2,926   $ 10,907,908   $(11,461,335)   $    882,614   $    332,113

Stock issued for cash                     150,000             15         86,985             --              --         87,000
Stock options granted for services             --             --             --             --          28,682         28,682
Stock issued for services                 212,648             21        122,479             --              --        122,500
Net loss, March 31, 2005                       --             --             --       (535,644)             --       (535,644)
                                     ------------   ------------   ------------   ------------    ------------   ------------

Balance, March 31, 2005                29,622,667          2,962   $ 11,117,372   $(11,996,979)   $    911,296   $     34,651
                                     ============   ============   ============   ============    ============   ============
</TABLE>

            See accompanying notes to condensed financial statements.


                                      -3-
<PAGE>

QUICK-MED TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED MARCH 31, 2005 AND 2004
(UNAUDITED)

================================================================================

<TABLE>
<CAPTION>
                                                                      Nine Months Ended
                                                                           March 31,
                                                                  --------------------------
                                                                     2005           2004
                                                                  -----------    -----------
<S>                                                               <C>            <C>
Cash flows from operating activities:
     Net loss                                                     $(1,435,381)   $(1,956,886)
     Adjustments to reconcile net loss to net
       cash used by operating activities:
         Depreciation and amortization                                 33,840         33,266
         Stock granted for services                                   284,123         40,875
         Stock-based compensation                                     129,346        952,624
         (Increase) decrease in:
            Accounts receivable                                       (26,632)       (12,000)
            Prepaid expenses                                            5,936         (2,043)
         Increase (decrease) in:
            Accounts payable                                         (138,611)      (172,993)
            Unearned revenue                                            9,333             --
            Accrued interest                                           79,505         66,498
                                                                  -----------    -----------
Net cash used by operating activities                              (1,058,541)    (1,050,659)
                                                                  -----------    -----------

Cash flows from investing activities:
     Purchase of equipment                                            (11,755)            --
     Patents                                                           (1,641)       (24,789)
                                                                  -----------    -----------
Net cash used by investing activities                                 (13,396)       (24,789)
                                                                  -----------    -----------

Cash flows from financing activities:
     Issuance of common stock for cash, net                         1,897,000        600,000
     Issuance of common stock for payment of a liability                   --         27,036
     Increase in notes payable                                             --        249,000
     Increase in short-term notes payable - officer/director           10,417        230,525
     Repayments of  short-term notes payable - officer/director       (89,626)       (51,978)
     Increase in notes payable - officer/director                     450,000             --
                                                                  -----------    -----------
Net cash provided by financing activities                           2,267,791      1,054,583
                                                                  -----------    -----------

Net increase (decrease) in cash                                     1,195,854        (20,865)
Cash at beginning of period                                            19,805         47,423
                                                                  -----------    -----------
Cash at end of period                                             $ 1,215,659    $    26,558
                                                                  ===========    ===========
</TABLE>

            See accompanying notes to condensed financial statements.


                                      -4-
<PAGE>

QUICK-MED TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED MARCH 31, 2005 AND 2004 (CONTINUED)
(UNAUDITED)

================================================================================

<TABLE>
<CAPTION>
                                                                  2005          2004
                                                              -----------   -----------
<S>                                                           <C>           <C>
Supplementary Information:

     Cash paid for:
  Interest                                                    $     5,370   $        --
                                                              ===========   ===========
  Income taxes                                                $        --   $        --
                                                              ===========   ===========

Non-cash disclosures of investing and financing activities:
  Stock options granted to consultant                         $   103,571   $    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 nine months ended March 31,
2005 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 of $0.55 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 of $0.17 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.

On February  21,  2005,  the Company  granted  10,000  unqualified  options to a
consultant,  7,000 options of which were vested  immediately,  and the remaining
3,000 will be vested on a pro rata basis over the 12 months period. The exercise
price of these  options was the average  closing  trading  price of the previous
fifteen  (15) days of the grant date.  Using the Black  Scholes  option  pricing
model,  $4,293 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
nine months  periods  ended March 31, 2005 and 2004 was  $413,469  and  $993,499
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 March 31, 2005 and 2004 is shown below:

<TABLE>
<CAPTION>
                                                  March 31, 2005               March 31, 2004
                                          ---------------------------   ---------------------------
                                            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                                      642,500             0.17    1,231,500             0.55
Exercised                                         --               --           --               --
Forfeited                                   (720,000)              --     (198,000)            2.93
                                          ----------    -------------   ----------    -------------
Outstanding at end of period               2,906,000    $        1.73    3,013,500    $        2.15
                                          ----------    =============   ----------    =============
Exercisable at end of period               2,889,333                     3,013,500
                                          ----------                    ----------
Available for issuance at end of period    1,110,667                       826,500
                                          ==========                    ==========
</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:

                                                  March 31, 2005
                                          ---------------------------
                                            Number    Weighted-Average
                                          of Shares    Exercise Price
                                          ----------    -------------
Outstanding at beginning of period           567,500    $        0.20
Granted                                      112,500             0.27
Exercised                                         --               --
Forfeited                                         --               --
                                          ----------    -------------
Outstanding at end of period                 680,000    $        0.21
                                          ==========    =============
Exercisable at end of period                 510,835
                                          ==========


                                      -8-
<PAGE>

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

================================================================================

NOTE 2 - STOCK OPTIONS AND WARRANTS (CONTINUED)

At March 31, 2005 and 2004, the Company's net loss and loss per share would have
been for the three months and nine months ended are as follows:

                         Three Months Ended            Nine Months Ended
                      ------------------------    -----------------------------
                       March 31      March 31       March 31        March 31
                         2005          2004           2005            2004
                      ----------    ----------    ------------    -------------
Net loss
  As reported         $ (535,644)   $ (342,709)   $ (1,435,381)   $  (1,956,886)
                      ==========    ==========    ============    =============
  Pro forma           $ (535,644)   $ (355,076)   $ (1,466,831)   $  (2,093,319)
                      ==========    ==========    ============    =============
Loss per share
  As reported         $    (0.02)   $    (0.02)   $      (0.07)   $       (0.12)
                      ==========    ==========    ============    =============
  Pro forma           $    (0.02)   $    (0.02)   $      (0.08)   $       (0.13)
                      ==========    ==========    ============    =============

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 nine months  ended March 31,  2005,  the  Company  issued  1,1157,024
shares of  restricted  common  stock in payment  for  services  rendered  by the
employees, directors and service providers.

In February 2005, the Company sold 150,000 shares of its restricted common stock
for $87,000 in cash.

NOTE 4 - RELATED PARTY TRANSACTIONS

For the nine months ended March 31, 2005 and 2004, 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 March 31, 2005, the  convertible  note  outstanding
balance to our Chairman was  $1,268,625  convertible  into  3,338,487  shares of
restricted  common stock. At March 31, 2005, the Company accrued interest on the
convertible note of approximately $18,769 at a rate of 6% per annum.

For the nine months ended March 31, 2005 and 2004, 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 $89,626 and $1,978 of our short term notes
owed to him during the nine months ended March 31, 2005 and 2004, respectively.

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 be
unable to  successfully  manage our business or achieve  profitability;  (b) our
technology and product development  processes include regulatory  approvals that
are  lengthy  and  expensive;  accordingly,  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) because we do not currently  carry  product  liability
insurance,  if we become e 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  who  will  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 connection with joint
            development agreements; and
      o     Government research and development grants.


                                      -11-
<PAGE>

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

      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     Our partner's ability to develop, market and distribute our
            technologies under a strategic partnership agreement;
      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 may develop products with similar
applications  to our  proposed  products,  which  may  prove to be  superior  in
performance and/or price to our products.

CAPITAL EXPENDITURES AND REQUIREMENTS

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

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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


                                      -12-
<PAGE>

RESULTS OF OPERATIONS

COMPARISON OF NINE MONTHS ENDED MARCH 31, 2005 AND 2004

Revenues.  During  the nine  months  ended  March  31,  2005 we had  $84,969  of
revenues,  compared to $48,000 of revenues  for the nine months  ended March 31,
2004,  representing a 77% increase in our revenues. Our revenues during the nine
months ended March 31, 2005  consisted of: (a) $66,302,  which  represented  our
proportionate  share  of the  product  sales by a  cosmetic  and  personal  care
division of Engelhard  Corporation  ("Engelhard"),  in connection  with a master
agreement  we  have  with  Engelhard   Corporation   for  product   development,
manufacturing  and distribution;  and (b) $18,667,  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.  During the period from December 2003 to March 2004, we
had revenues of $48,000 from a specialty chemical  manufacturer,  Noville, Inc.;
however, in April 2004 Noville,  Inc.  terminated its revenues  arrangement with
us.

In connection with the master agreement with Engelhard Corporation,  we signed a
product development and distribution agreement for our Multistat technology with
Collaborative  Group  Ltd.   ("Collaborative")  in  August  2002  (the  "Product
Agreement").  On June 30th, 2004,  Collaborative was acquired by Engelhard.  The
Product  Agreement calls for Engelhard to obtain at least one significant  sales
contract within one year of the effective distribution date, as defined, and for
us to realize the combined annualized net profit run rate milestones of at least
$1 million  per annum by May 2005.  Although  revenue  from the  agreement  with
Engelhard has begun to increase,  we are not yet at an annualized net profit run
rate of $1 million per annum as we only recognized  approximately $44,000 of net
profit since August 2002. In addition,  although a significant contract has been
realized by  Engelhard,  the timing or form of this  contract  does not meet the
requirement of one significant sales contract provision,  as defined.  Hence, on
April  18,  2005,  we  notified  Engelhard  of  the  noncompliance  on  the  one
significant  sales contract  provision and to determine the achievability of the
key profit  milestones.  Failure to achieve the  milestones  is not an immediate
cause for  termination  of the master and product  agreements as provided in the
master  agreement.  Engelhard  has thirty  (30) days from the date of receipt of
this  notice to  demonstrate  how the  milestones  have or will be achieved in a
manner that is acceptable to us. If  Engelhard's  responses to the above are not
considered  adequate by us, we will be required to amend these agreements by the
various  means  available to us including  dropping  exclusivity,  narrowing the
fields of use or even terminating the agreements in their entirety.  Although no
agreement  has  been  reached,  Engelhard  has  notified  us of  its  desire  to
successfully  resolve this matter.  However,  we are unable to determine at this
time if a successful resolution can be reached with Engelhard.

Operating  Losses.  Operating  losses for the nine  months  ended March 31, 2005
decreased by 27% or $514,081 to ($1,376,203) for the nine months ended March 31,
2005 from ($1,890,284) for the nine months ended March 31, 2004. The decrease in
operating  loss was  primarily due to a reduction of $580,030 or 58% in non-cash
stock-based  compensation  offset by a $35,886 or 11%  increase in research  and
development expenses, an increase of $53,196 or 9% 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
$580,080 or 58% to  $413,469  for the nine months  ended  March 31,  2005,  from
$993,499  for the nine months ended March 31,  2004.  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 2004 at an exercise price at market value of $0.55
per share as compared to  approximately  585,000 stock options issued in 2005 at
an exercise  price of an average  closing price of $0.17,  which resulted in the
recognition  of a large  compensation  expense  in  2004.  Second,  we paid  our
directors for their services with our restricted  common stock- in both 2005 and
2004; however,  the $0.55 per share price was much higher in 2004 as compared to
the $0.17 per share price for those in 2005 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 2004.  We did not have a similar  stock  option
charge  in 2005.  Fourthly,  we also  took a charge of  $90,000  in  stock-based
compensation  in 2004 as a result of the issuance of 1,000,000  shares of common
stock to our Chairman of the Board for  $250,000 in cash at a discount  price of
$0.25 per share from the closing  trading  price of $0.34 per share on that day.
Later,  we also  issued  1,400,000  shares  of 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.
Finally,  this decrease was offset by the issuance of restricted common stock as
payment for services rendered during the quarter ended March 31, 2005.


                                      -13-
<PAGE>

Research and Development Expense.  Research and development expense increased by
$35,886 or 11% to  $359,259  for the nine  months  ended  March 31,  2005,  from
$323,373  for the nine months  ended March 31,  2004,  as a result of  increased
research  projects,  additional  hiring of  scientists  and  increased  usage of
scientific consulting services.

General and Administrative Expense. General and administrative expense increased
by $53,196 or 9% to $641,342  for the nine month  period  ended March 31,  2005,
from  $588,146 for the nine month period ended March 31, 2004.  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 2005, and promotional  and sales expenses  related to product sales under the
master  agreement for product  development,  manufacturing  and  distribution as
mentioned above.

Other  Income.  During the nine months ended March 31,  2005,  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 2004.

Interest  Income.  During the nine months ended March 31, 2005, we had $5,238 in
interest  income,  which  represented  interest  earned  on our  certificate  of
deposits and money market  account  funded by the equity  financings  during the
period. There was no interest income in the comparable period in prior year.

Interest  Expense.  Interest  expense for the nine month  period ended March 31,
2005 increased $15,292 or 23% to $81,894, compared to $66,602 for the nine month
period  ended  March 31,  2004.  This  increase  was due to the  larger  average
outstanding  loan balance of  approximately  $1,900,000  due to our Chairman and
President  during  the  nine  months  ended  March  31,  2005,  compared  to  an
approximate  $1,500,000  average loan  outstanding  during the nine months ended
March 31, 2004.

Net  Loss.  Net  loss  for the  nine  month  period  ended  March  31,  2005 was
($1,435,381)  or ($0.07) per share compared to ($1,956,886) or ($0.12) per share
for the nine month  period  ended March 31,  2004.  This  decrease is  primarily
attributable to a reduction in non-cash stock-based  compensation,  offset by an
increase in research  and  development  expenses  and an increase in general and
administrative expense.

COMPARISON OF THREE MONTHS END MARCH 31, 2005 AND 2004

Revenues.  During the three  months  ended  March 31,  2005,  we had  $49,316 of
revenues,  compared to $36,000  revenues  for the three  months  ended March 31,
2004,  representing  a 37% increase in our revenues.  Our revenues for the three
months ended March 31, 2005,  consisted  of: (a) $35,316 which  represented  our
proportionate  share  of the  product  sales by a  cosmetic  and  personal  care
division of Engelhard  Corporation,  (b) $14,000  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.  During the quarter ended March 31, 2004, we had revenues
of $36,000  from a specialty  chemical  manufacturer,  Noville,  Inc.;  however,
Noville, Inc. has terminated its revenues arrangement with us.


                                      -14-
<PAGE>

Operating  Losses.  Operating  losses for the three  months ended March 31, 2005
increased by 64% or $202,791 to ($522,112)  for the three months ended March 31,
2005 from  ($319,321) for the three months ended March 31, 2004. The increase in
operating  loss was primarily due to an increase of $120,332 or 390% in non-cash
stock-based  compensation coupled with a $62,516 or 59% increase in research and
development  expenses,  and  an  increase  of  $25,744  or 12%  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 increased
$120,332 or 390% to $151,182 for the three  months  ended March 31,  2005,  from
$30,850 for the three  months ended March 31,  2004.  This  increase in non-cash
stock based  compensation  is primarily  attributable  to the issuance of larger
number of restricted common stock to consultants  during the quarter ended March
31, 2005 as payment for their services than the comparable prior period.

Research and Development Expense.  Research and development expense increased by
$62,516 or 59% to  $168,827  for the three  months  ended March 31,  2005,  from
$106,311  for the  comparable  period  ended  March  31,  2005,  as a result  of
increased research projects, additional hiring of scientists and increased usage
of scientific consulting services.

General and Administrative Expense. General and administrative expense increased
by $25,744 or 12% to $232,815 for the three months  period ended March 31, 2005,
from $207,071 for the three months period ended March 31, 2004. This increase in
our general and administrative expenses is primarily attributed to higher patent
maintenance  and  patent  legal  fees,  increase  in  business  activities,   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.

Interest Income.  During the three months ended March 31, 2005, we had $5,238 in
interest  income,  which  represented  interest  earned  on our  certificate  of
deposits and money market account funded by the equity financings.  There was no
interest income in the comparable period in prior year.

Interest  Expense.  Interest expense for the three months period ended March 31,
2005  decreased  $4,619 or 20% to $18,769 as  compared  to $23,388 for the three
months period ended March 31, 2004. This decrease was due to the average smaller
outstanding loan balance of approximately  $1,250,000 due to our Chairman of the
Board at March 31, 2005 as compared to  approximately  $1,500,000  average  loan
balance outstanding at March 31, 2004.


                                      -15-
<PAGE>

Net  Loss.  Net loss for the  three  months  period  ended  March  31,  2005 was
($535,643) or ($0.02) per share  compared to ($342,709) or ($0.02) per share for
the three  months  period  ended March 31,  2004.  This  increase  is  primarily
attributable to an increase in non-cash stock-based  compensation  combined with
an increase in general and administrative  expense,  and 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 March 31, 2005 was $1,215,659 as compared with  $1,673,781
December 31, 2004, $20,645 at September 30, 2004 and $28,396 at March 31, 2004.

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.

In February  2005, we issued  150,000  shares of restricted  common stock for an
aggregate purchase price of $87,000 in cash.


                                      -16-
<PAGE>

We can continue to satisfy our current cash  requirements for a period of twelve
(12) months  through our existing  capital,  revenues,  equity  financing,  debt
financing,  and expenditures  controls.  We anticipate total estimated operating
and research and development expenditures of ranging approximately from $100,000
to $133,000 per month or an aggregate ranging from $1,200,000 to $1,600,000 over
the next twelve (12) months, in the following areas:

      o     Research  and  development  expenditures  of  approximately  between
            $54,000 to $69,000  per month or an  aggregate  between  $648,000 to
            $828,000 over the next twelve (12) months, which will consist of the
            following estimated monthly expenditures: (a) $38,000 in payroll for
            scientists;   (b)  $10,000  to  $21,000  for  outside  research  and
            development  expenditures;  and (c) $6,000 to $15,000  for  chemical
            supplies, and laboratory operating expenses, including rent expense;
      o     Patent  related  legal  fees of  approximately  between  $16,000  to
            $24,000 per month or an aggregate  ranging from $192,000 to $288,000
            annually; and
      o     Operating  expenses of approximately  between $30,000 to $40,000 per
            month or an  aggregate  ranging from  $360,000 to $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  $1,215,659  as of March 31, 2005 will satisfy our
cash requirements for a period of twelve (12) months. If necessary, we intend to
raise additional cash by means of equity and or debt financing. Additionally, we
plan to  implement  cash  conservation  strategy  by paying  with our shares and
reducing the usage of consulting services.

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 March 31,  2005,  we have notes  outstanding  to our Chairman of the Board
totaling $1,268,625. During the nine months ended March 31, 2005, 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.  During the quarter ended March 31, 2005,
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.

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.


                                      -17-
<PAGE>

At March 31, 2005, we had a working capital of $1,123,073, primarily due to: (a)
an accrued interest on the stockholder loan totaling  $18,769,  and (b) accounts
payable of $84,274. At March 31, 2005, we had a stockholders'  equity of $34,651
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 $1,058,541 for the nine months ended March
31, 2005. Net cash used by investing  activities was $13,396.  Net cash provided
by financing activities was $2,267,791, of which $1,897,000 was from the sale of
our restricted common stocks; stockholder loans of $460,417 net of repayments of
$89,626.

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  and  accredited  investors  for net  proceeds  of  $87,000;  (b) our
Chairman of the Board totaling  $850,000;  (c) from  stockholder  loans totaling
$2,673,105,  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  nine  months  ended  March  31,  2005,   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 March 31, 2005:

<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               $13,500          $13,500              $--            $--               $--
</TABLE>

We are committed under leases for our  Gainesville,  Florida office and lab. The
lease expires in March 2006. 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 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 March 31,  2005,  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.


                                      -18-
<PAGE>

Changes in Internal Controls over Financial Reporting

As of the end of our quarter  ended March 31,  2005,  there was no change in the
our internal control 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 of 1933, as amended (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.

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.


                                      -19-
<PAGE>

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 of 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 of
Chemical and Biological  Affairs.  We relied upon Section 4(2) of the Securities
Act of 1933,  as  amended  (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 of

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
Actfor 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.


                                      -20-
<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 stock. 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 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.


                                      -21-
<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.


                                      -22-
<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.

On February  23,  2005,  we sold 50,000  shares of common  stock to Mr.  Richard
Eiferman for a price of $0.58 per share or in  aggregate of $29,000 in cash.  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 February 23, 2005, we sold 100,000 shares of common stock to Richard Eiferman
Trust for a price of $0.58 per share or in  aggregate  of  $58,000  in cash.  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 February 28, 2005, we issued 8,594 shares of our common stock to Mr.  Kendall
Clark in  exchange  for  approximately  $5,500,  which we owed to Mr.  Clark for
services  rendered to us. The shares  granted to Mr. Batich were valued at price
of $0.64 per share,  for an aggregate price of approximately  $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. Clark stating that the securities were not
registered  under the  Securities Act and are subject to  restrictions  on their
transferability and resale.


                                      -23-
<PAGE>

On February 28, 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 $0.64 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  February 1 to  February  28,  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.

Effective  February 21, 2005,  we granted to Mr.  Richard  Eiferman an option to
acquire up to 7,500  shares of  restricted  common stock for his services as our
consultant.  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
options certificate representing the stock option issued to Mr. Eiferman stating
that the securities were not registered under the Securities Act and are subject
to restrictions on their transferability and resale.

On March 31, 2005,  we issued  4,054  shares of our common stock to Mr.  Kendall
Clark in  exchange  for  approximately  $3,000,  which we owed to Mr.  Clark for
services  rendered to us. The shares  granted to Mr. Batich were valued at price
of $0.74 per share,  for an aggregate price of approximately  $3,000.  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 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. Clark stating that the securities were not
registered  under the  Securities Act and are subject to  restrictions  on their
transferability and resale.

On March 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 $0.72 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 March 1 to March 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

None

ITEM 5. OTHER INFORMATION.

None


                                      -24-
<PAGE>

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.
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.


                                      -25-
<PAGE>

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.


                                      -26-
<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: May 16, 2005                     By: /s/ David S. Lerner
      -----------------------              -------------------------------------
                                           David S. Lerner
                                           President and Principal
                                           Executive Officer


Date: May 16, 2005                     By: /s/ Nam H. Nguyen
      -----------------------              -------------------------------------
                                           Nam H. Nguyen
                                           Chief Financial Officer


                                      -27-